Ralph Burchianti
About Ralph Burchianti
Ralph Burchianti, age 69, has served on the CB Financial Services, Inc. (CBFV) board since 2019 and retired from his executive role in April 2024 after a long tenure at Community Bank; he currently serves as an Executive Consultant through April 30, 2025, bringing deep credit administration and loan culture expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Bank (CBFV subsidiary) | Senior Executive Vice President – Chief Credit Officer | August 1985 – April 2024 | Led loan administration and credit culture; provides knowledge of bank’s geographic footprint |
| CB Financial Services / Community Bank | Executive Consultant | May 2024 – April 30, 2025 | Transition support to successor, ambassador role, maintain and develop business relationships |
Board Governance
- Independence: The board classifies Burchianti as not independent under NASDAQ listing standards due to his employment until April 2024 (and ongoing consulting role), with only John H. Montgomery and Burchianti noted as non‑independent directors .
- Committees: Burchianti held no standing committee assignments in 2024 (Audit, Compensation, Nominating/Corporate Governance) .
- Attendance/Engagement: The board met 13 times in 2024; no director attended fewer than 75% of total board and committee meetings, and all serving directors attended the prior annual meeting .
- Board leadership: Chairman Mark E. Fox; no designated lead independent director .
- Governance policy: Board maintains a corporate governance policy covering director duties, committee operations, succession planning, executive sessions, and performance evaluations .
| Committee | Membership (Burchianti) | Chair/Vice Roles | Meetings in 2024 |
|---|---|---|---|
| Audit | None | Chair: Charles R. Guthrie, CPA; Vice Chair: John M. Swiatek | 8 |
| Compensation | None | Chair: John J. LaCarte; Vice Chair: John M. Swiatek | 4 |
| Nominating/Corporate Governance | None | Chair: John M. Swiatek; Vice Chair: David F. Pollock | 2 |
Fixed Compensation (2024 transition year)
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $18,200 | Director cash retainer/fees |
| Salary (until retirement on 4/30/2024) | $106,654 | Paid through retirement date |
| Executive Consulting Fees | $35,000 | Under Executive Consultant Agreement |
| Perquisites (aggregate) | $16,243 | Includes employer contributions to 401(k) $9,813; insurance premiums $2,180; cash in lieu of dividends on restricted stock $3,628; split-dollar life insurance imputed income $622 |
| Consulting Monthly Rate | $5,000/month (May 2024–Apr 2025) | Eligible for discretionary bonus during consulting period |
| Total Director Compensation | $250,359 | Includes fees, equity, options, salary, bonus, consulting, perqs |
Severance (consultant): If involuntarily terminated without cause before April 30, 2025, entitled to base pay through April 30, 2025 upon signing a release . Split-dollar life insurance: $200,000 death benefit; 100% vested in death benefit upon termination following a change in control; Bank receives remainder of proceeds .
Performance Compensation
| Component | 2024 Detail |
|---|---|
| Non-Equity Incentive Bonus | $17,759 (paid under non-equity incentive plan) |
| Stock Awards (restricted stock) – Grant Date Fair Value | $28,314 (2024 grants under 2021 EIP) |
| Option Awards – Grant Date Fair Value | $28,189 (2024 grants under 2021 EIP) |
| Director RSUs/Restricted Stock Outstanding | 1,000 shares outstanding as of 12/31/2024 |
| Options Outstanding | 5,870 options outstanding as of 12/31/2024 |
| Vesting Schedule (director awards) | 5-year vesting; 20% vesting on February 16, 2025 |
| Equity Plan Context | 2024 grants used 2021 EIP; 2024 EIP approved (287,500-share limit, all restricted stock/RSUs; no new awards under 2021 EIP going forward) |
Performance metrics used for the Company’s 2024 Incentive Compensation Plan (weights):
| Metric | Weight |
|---|---|
| Pre-tax income | 55% |
| Nonperforming assets ratio | 15% |
| Deposit growth | 15% |
| Loan growth | 15% |
Equity Ownership
| Metric | As of/Period | Value |
|---|---|---|
| Total Beneficial Ownership (shares) | March 28, 2025 | 93,077 shares |
| Ownership % of Outstanding | March 28, 2025 | 1.8% (out of 5,102,189 shares outstanding) |
| Indirect Ownership (investment club) | March 28, 2025 | 2,200 shares; 18.25% club interest; disclaims beneficial ownership of 1,799 shares |
| Options Outstanding | December 31, 2024 | 5,870 options |
| Pledged Shares | March 28, 2025 | None indicated (“none of the named individuals has pledged any shares”) |
Other Directorships & Interlocks
- No other public-company directorships or committee roles are disclosed for Burchianti in the proxy biography; related-party transactions above $120,000 since January 1, 2024 are stated as none (separate from standard director/officer loans conducted on market terms) .
Expertise & Qualifications
- Board contribution focuses on credit and loan administration leadership and familiarity with the bank’s geographic markets, drawn from ~39 years at Community Bank culminating as Chief Credit Officer .
Governance Assessment
- Independence risk and potential conflicts: Burchianti is designated non‑independent under NASDAQ standards due to recent employment and ongoing consulting through April 2025; the consultant arrangement includes monthly pay and potential discretionary bonus, creating continued economic ties to management (RED FLAG for independence) .
- Committee effectiveness: No committee memberships reduce direct oversight involvement (RED FLAG for board coverage breadth) .
- Alignment: High share ownership (1.8%) supports alignment; no share pledging disclosed (positive signal) .
- Pay structure signals: 2024 included director fees plus legacy executive salary and bonus, and consulting fees; director equity grants with multi-year vesting align incentives, but option awards and split‑dollar life insurance benefits are more executive-like features, atypical for independent directors (watch for transition completion post‑consulting) .
- Engagement: At least 75% attendance threshold met; all directors attended prior annual meeting (supportive of board commitment) .
- Related-party/loans: Board notes director/officer loans in aggregate made on market terms; no other >$120k related transactions since 1/1/2024 (neutral) .