Mark Fox

About Mark Fox

Mark E. Fox, age 66, is the independent, non‑employee Chairman of the Board of CB Financial Services, Inc. (CBFV). He has served on the board since 1998, became Vice Chairman in July 2018, and was appointed Chairman in May 2019. Fox is the owner‑manager and since 2013 the President of Fox Ford, Inc., a local car dealership; he holds a bachelor’s degree in accounting and an MBA from Waynesburg University . The Board’s independence disclosure identifies only John H. Montgomery and Ralph Burchianti as non‑independent, confirming Fox’s independent status despite customary banking relationships (deposits/loans/lines of credit) reviewed by the Board .

Past Roles

External Roles

Board Governance

• Board leadership: Fox serves as Chairman; Guthrie serves as Vice Chairman; the Board has not designated a lead independent director .
• Independence: 7 of 9 directors are independent; Board reviewed director banking relationships (including Fox) and determined independence maintained .
• Attendance: In 2024, the Board held 13 meetings; no director attended less than 75% of meetings/committee meetings served. All directors attended the prior annual meeting . In 2023, the Board held 18 meetings; one director attended less than 75% (not identified) .
• Committee charters: Audit, Compensation, and Nominating/Corporate Governance operate under written charters, reassessed annually; charters available on the Bank’s IR site .

Audit Committee membership list: Guthrie (Chair), Swiatek (Vice Chair), Fox, LaCarte, Olejasz . The Board designated Guthrie, CPA, as “audit committee financial expert” .

Fixed Compensation

Notes: “Fees Earned” represent cash retainers/committee compensation. “All Other Compensation” for Fox is disclosed in aggregate (no further breakdown provided in the proxy). Director compensation is reviewed by the Compensation Committee .

Performance Compensation

Performance metrics: The proxy does not disclose any performance‑conditioned metrics for director equity; awards are time‑vested RSAs under the equity plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Local market operator: 39+ years in automotive retail; President of Fox Ford since 2013; provides practical insight into economic/business trends in the Bank’s footprint .
• Education: B.S. in accounting and MBA from Waynesburg University .
• Board competencies valued by the Nominating/Corporate Governance Committee include financial/regulatory experience, local market ties, integrity, independence, and sufficient time/energy commitment .

Equity Ownership

Notes: Options exercisable within 60 days are counted as beneficially owned (general footnote), but Fox has no listed director option awards in 2023/2024 .

Governance Assessment

• Board effectiveness: Fox is a long‑tenured independent Chairman with broad committee exposure (Audit, Compensation, Nominating/Corporate Governance), suggesting strong engagement in oversight. The Board reports robust independence and committee structures; charters are maintained and refreshed annually .
• Attendance and engagement: No director fell below 75% attendance in 2024; all directors attended the annual meeting—supportive of engagement. One director fell below 75% in 2023 (not identified) .
• Independence and potential conflicts: The Board expressly reviewed loans/lines of credit with directors (including Fox) and concluded independence intact; related‑party loans totaled $18.3M at 12/31/2024 and were made on market terms under banking regulations. No other transactions >$120k with material interest since 1/1/2024 .
• Director pay alignment: Fox’s director compensation is modest, stable, and largely cash plus small time‑vested equity ($75.7k total in 2024; $75.6k in 2023). No options and no disclosed performance metrics for director equity; alignment comes via share ownership and RSAs vesting over five years .
• Insider reporting: The company reports full Section 16 compliance for 2024. In 2023, Fox and other directors inadvertently filed late Form 4s for equity grants dated Feb 16, 2023—an administrative lapse but disclosed and remedied .
• Shareholder feedback: 2024 say‑on‑pay passed (For: 2,306,207; Against: 245,547; Abstain: 100,102), and the 2024 Equity Incentive Plan was approved—supportive of broader governance/compensation approach .
• Board leadership structure: No lead independent director designated; however, the Chairman meets regularly with management on strategy/risk, and independent directors conduct oversight via committees. Investors may prefer a distinct lead independent director where the chair is non‑executive, but the board’s rationale emphasizes independence and committee strength .
• Diversity context: As a smaller reporting company, Nasdaq’s Board Diversity Rule allowed two female directors by Aug 6, 2025; the 2024 proxy reported one female director at that time. Progress against diversity objectives is a board‑level consideration, not specific to Fox, but relevant to overall governance quality .

Related Party Transactions (Conflicts monitoring)

• Loans and extensions of credit: Federal regulations permit director/officer lending on comparable terms; larger exposures require approval by disinterested directors. Outstanding director/officer/related‑party loans at 12/31/2024 totaled $18.3M; no unfavorable features. No other transactions >$120k with material interest since 1/1/2024 .
• Independence determination: Board reviewed Fox’s deposit/loan relationships and confirmed independence .

Compensation Committee Analysis (Board level)

• Committee roles: Approves executive compensation objectives, reviews non‑management director pay from time to time; administers equity plans .
• Consultant usage: No consultant engaged in 2024; Meridian consulted on the 2024 Equity Incentive Plan design in 2023 (~$24,000)—no ongoing consultant conflicts disclosed .

Director Compensation (Structure and trends)

Observations:

• Mix is predominantly fixed cash with a small, time‑vested equity grant; no performance‑conditioned metrics disclosed for director pay .
• Year‑over‑year stability signals predictable director compensation without pay inflation or option re‑pricing risk .

RED FLAGS (monitoring list)

• Administrative lapse: Late Form 4 filing for Feb 16, 2023 director equity grants (including Fox) .
• No lead independent director: Board asserts independence and oversight via committees, but absence of a designated lead may be scrutinized by some investors .
• Diversity objective: Board disclosed one female director in 2024 versus Nasdaq’s target of two by Aug 2025 for smaller reporting companies—ongoing board‑level monitoring .

Equity Ownership (Skin‑in‑the‑game detail)

• Fox beneficial ownership: 23,592 shares (<1%) as of Mar 28, 2025; includes 725 shares via corporate entity, 7,770 via retirement account, and 168 via trust; none pledged .
• Prior year: 25,695 shares (<1%) as of Mar 25, 2024; includes 725 via corporate entity and 7,503 via retirement account; none pledged .
• Director RSAs: 1,000 shares outstanding as of 12/31/2024; five‑year vesting, 20% vesting on 2/16/2025 .

Shareholder Feedback (context)

Summary Implications for Investors

• Governance quality signals: Fox’s independent chairmanship, committee service across audit/comp/nom‑gov, and solid attendance support board effectiveness; director pay is modest and equity grants are time‑vested, aligning with sustained ownership without option risk .
• Conflicts oversight: The Board explicitly reviews director banking relationships (including Fox) and affirms independence; related‑party lending follows regulatory standards and requires disinterested approval above thresholds—mitigates conflict risk .
• Monitoring items: Track board diversity progress, lead independent director considerations, and ongoing Section 16 compliance hygiene; none appear acute, but they shape investor confidence in governance rigor .