Roberta Olejasz
About Roberta Robinson Olejasz
Independent director of CB Financial Services, Inc. (CBFV); age 53 as of December 31, 2024, with a B.S. in Management (Virginia Commonwealth University) and an MBA (West Virginia University) . She served as a director at First West Virginia Bancorp (FWVB) and Progressive Bank since 2014 and continues on CBFV’s board with a current term ending in 2027 . Background includes ownership and dealer-operator leadership of Bob Robinson Chevrolet-Buick-GMC-Cadillac Inc. from 2005 until retirement in 2024 . Beneficial ownership totals 14,410 CBFV shares as of March 28, 2025, with indirect holdings via spouse/child (440 shares) and trust (1,470 shares) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bob Robinson Chevrolet-Buick-GMC-Cadillac Inc. | Owner and Dealer Operator | 2005–2024 | Executive leadership in planning, risk management, marketing, and capital management |
| FWVB / Progressive Bank | Director | Since 2014 | Board service prior to and following combination with CBFV |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| West Virginia Automobile and Truck Dealers Association | Director and Past Chairman | Not disclosed | Industry leadership position |
| West Virginia University College of Business & Economics | Member, Visiting Committee | Not disclosed | Academic advisory engagement |
| Wheeling Chamber of Commerce | Board Member | Not disclosed | Local civic involvement |
Board Governance
- Independence: Independent under NASDAQ listing standards; Board considered deposits/loans and other relationships (including to Ms. Olejasz and related entities) and determined they did not impair independent judgment .
- Committee Assignments (as of Dec 31, 2024): Audit Committee member; not a committee chair .
- Committee Assignments (as of Dec 31, 2023): Audit Committee member; Nominating/Corporate Governance Committee member; not a committee chair .
- Board & Committee Meetings: In FY2024, the Board met 13 times; no director was below 75% attendance (implying ≥75% attendance for Ms. Olejasz) . In FY2023, one director was below 75% attendance (not named) .
- Annual Meeting Attendance: All then-serving directors attended the prior year’s annual meeting .
- Board Diversity: As of 2024, CBFV qualified as a smaller reporting company and disclosed having one female director toward Nasdaq’s diversity objective .
| Committee | Role | FY2023 Meetings | FY2024 Meetings |
|---|---|---|---|
| Audit | Member | 8 | 8 |
| Compensation | None | 6 | 4 |
| Nominating/Corporate Governance | Member (2023); not listed for 2024 | 2 | 2 |
Fixed Compensation
Director cash and equity compensation (USD):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $31,200 | $31,200 |
| Stock Awards (grant-date fair value) | $22,010 | $22,120 |
| Option Awards | $0 | $0 |
| All Other Compensation | $2,600 | $2,600 |
| Total | $55,810 | $55,920 |
Notes:
- Non-employee director equity grants are capped at $200,000 in grant-date fair value per calendar year under the 2024 Equity Incentive Plan .
- Committee meeting volumes shown above; Ms. Olejasz is not a chair, and chair fees are not attributed to her in the proxy tables .
Performance Compensation
Director equity award terms (restricted stock; service-based vesting):
| Attribute | 2023 Grant | 2024 Grant |
|---|---|---|
| Instrument | Restricted Stock (1,000 shares outstanding as of Dec 31 year-end) | Restricted Stock (1,000 shares outstanding as of Dec 31, 2024) |
| Grant-Date Price | $22.01 per share (Feb 16, 2023) | $22.12 per share (Feb 16, 2024) |
| Vesting Schedule | 5 years; 20% vesting on Feb 16, 2024; ratable thereafter | 5 years; 20% vesting on Feb 16, 2025; ratable thereafter |
| Plan Source | 2021 Equity Incentive Plan | 2021 Equity Incentive Plan (no further grants post 2024 plan approval) |
| Dividend Timing | Dividends on restricted stock paid upon/after vesting; unvested dividends forfeited if award forfeits |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | Not disclosed in proxy; biography lists industry and civic roles only |
| Shared directorships with competitors/suppliers/customers | Not disclosed; no related-party transactions >$120,000 since Jan 1, 2024 |
Expertise & Qualifications
- Executive management experience leading a multi-franchise auto dealership; skilled in planning, risk management, marketing, and capital management .
- Education: B.S. Management (VCU) and MBA (WVU) .
- Community and industry governance roles (WV Auto & Truck Dealers Association; WVU visiting committee; Wheeling Chamber) .
Equity Ownership
| Metric | Mar 25, 2024 | Mar 28, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 13,410 | 14,410 |
| Ownership % of Outstanding | <1% | <1% |
| Indirect via spouse/child | 1,910 shares | 440 shares |
| Indirect via trust | Not disclosed | 1,470 shares |
| Pledged as collateral | None; proxy states no pledging by named individuals |
Section 16 reporting compliance:
- FY2023: Proxy indicates multiple officers/directors (including Ms. Olejasz) inadvertently filed late Form 4 for Feb 16, 2023 equity grants .
- FY2024: Company believes all executive officers and directors complied with reporting requirements during 2024 .
Governance Assessment
- Committee work: Active Audit Committee member across 2023–2024; Audit Committee responsibilities include oversight of financial reporting, controls, internal audit, and auditor independence; committee chaired by Charles Guthrie, CPA, with formal report filed in the proxy .
- Independence with banking relationships: Board reviewed loans/deposits and other relationships (including to Ms. Olejasz/related entities) and affirmed independence; outstanding loans to directors/executives and related parties totaled $18.3 million at 12/31/2024, made on market terms and within regulatory standards—monitor for potential perceived conflicts typical in community banking .
- Attendance and engagement: ≥75% attendance across Board and committees in FY2024; full director attendance at prior annual meetings supports engagement .
- Pay and alignment: Director pay modest and balanced between cash fees and multi-year service-vested restricted stock; non-employee director equity capped at $200k grant value; dividends deferred until vest; 2024 plan includes clawback and hedging/pledging restrictions—strong alignment practices .
- RED FLAGS:
- Late Section 16 filings in 2023 (Feb 16 grants) signal process/timing lapses; remediated in 2024 per compliance disclosure .
- Director/executive lending relationships merit ongoing oversight, though independence affirmed and loans disclosed as ordinary-course/regulatory-compliant .
- Diversity signal: As of 2024, company disclosed one female director toward Nasdaq objectives; additional diverse representation may be scrutinized by investors .