Stephen Cobain
About Stephen Cobain
Stephen Cobain, age 66, is Executive Vice President and Chief Credit Officer of Community Bank (CBFV) since May 2024. He previously served as EVP & Deputy Chief Credit Officer (Mar 2023–May 2024) and joined the bank in 2022 as SVP, Head of C&I Syndication and Director of Planning. Prior roles include SVP at Dollar Bank, seven years as EVP & Chief Lending Officer at First Commonwealth Bank, and a 27-year career at Mellon Bank culminating as President & CEO of Mellon Financial Markets . During 2023–2024, CBFV’s TSR improved from 133.58 to 162.42 while GAAP net income declined from $22.55M to $12.59M, framing a mixed backdrop for incentive alignment and execution risk for a newly installed CCO .
| Company Performance (Context) | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($USD) | $22,550,000 | $12,594,000 |
| TSR – Value of $100 Investment | 133.58 | 162.42 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Bank (CBFV) | EVP, Chief Credit Officer | May 2024–present | Credit leadership; oversight of credit function (as implied by title) |
| Community Bank (CBFV) | EVP, Deputy Chief Credit Officer | Mar 2023–May 2024 | Support credit risk leadership (as implied by title) |
| Community Bank (CBFV) | SVP, Head of C&I Syndication and Director of Planning | 2022–Mar 2023 | C&I syndication; planning (as implied by title) |
| Dollar Bank | Senior Vice President | Not disclosed | Not disclosed |
| First Commonwealth Bank | EVP & Chief Lending Officer | Seven years (dates not disclosed) | Lending leadership (as implied by title) |
| Mellon Bank | President & CEO, Mellon Financial Markets (last role in 27-year career) | 27 years (dates not disclosed) | Markets leadership (as implied by title) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in company filings | — | — | No public-company board roles disclosed for Cobain in the 2025 DEF 14A . |
Fixed Compensation
Cobain was not a Named Executive Officer (NEO) in the 2025 proxy, so individual base salary, target bonus, and benefit amounts were not disclosed; the Summary Compensation Table covers CEO Montgomery and NEOs Bruce Sharp and Jennifer George (not Cobain) . Company program parameters (applicable to executives) are shown below for context.
| Program Parameter (Company-wide) | 2023 | 2024 |
|---|---|---|
| Target bonus opportunity (CEO vs. other NEOs) | CEO 45%; other NEOs 35% | CEO 45%; other NEOs 25–35% |
| Bonus payout mix (non-CEO executives) | 50% cash / 50% equity (25% RSAs; 25% options) | 60–70% cash / 30–40% equity (restricted stock awards) |
| Bonus payout mix (CEO) | 40% cash / 60% equity (30% RSAs; 30% options) | 50% cash / 50% equity (restricted stock awards) |
Performance Compensation
The annual incentive is based on a corporate scorecard paid in cash and equity. The 2024 plan emphasizes profitability and balance-sheet quality; individual actuals for Cobain were not disclosed.
| 2024 Corporate Scorecard Metric | Weighting | Target | Actual | Payout Impact | Vesting/Form |
|---|---|---|---|---|---|
| Pre-tax income | 55% | Not disclosed | Not disclosed | Not disclosed | Cash 60–70%; Equity 30–40% (RSAs) for executives; CEO 50/50 |
| Nonperforming assets ratio | 15% | Not disclosed | Not disclosed | Not disclosed | See above |
| Deposit growth | 15% | Not disclosed | Not disclosed | Not disclosed | See above |
| Loan growth | 15% | Not disclosed | Not disclosed | Not disclosed | See above |
Additional plan mechanics and guardrails:
- Equity grant timing avoids option grants during closed trading windows; no options expected within four business days before 10-K/10-Q/market-moving 8-K filings .
- 2024 Equity Incentive Plan share limit: 287,500 shares; restricted stock/RSUs are permitted; no re-issue of shares withheld for taxes; conservative recycling of only forfeited/expired awards .
- Double-trigger vesting on CIC (if awards assumed): service-based awards vest on involuntary termination after CIC; performance awards vest at higher of actual-to-date or pro-rata at target; if acquirer does not assume, accelerate at change .
- Awards subject to clawback; insider trading policies; hedging/pledging policy restrictions .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 6,013 shares |
| Ownership as % of outstanding | <1% (based on 5,102,189 shares outstanding) |
| Pledged shares | None; proxy states none of the named individuals have pledged shares |
| Group ownership (all directors & executive officers) | 495,666 shares; 9.7% of outstanding |
| Hedging/pledging restrictions | Equity awards subject to company hedging/pledging policies |
| Equity vesting cadence (illustrative from NEO awards) | Many awards vest in five equal annual installments (e.g., grants commencing 2/16/2025) |
Employment Terms
- Individual employment agreement terms for Stephen Cobain are not described in the 2025 proxy; severance/CIC economics specific to Cobain are not disclosed .
- Plan-level provisions: equity awards are subject to clawback; double-trigger CIC vesting as described above; award agreements may include non-compete/non-solicit/confidentiality provisions and holding requirements .
Investment Implications
- Incentive alignment with credit stewardship: 2024 bonus metrics include a 15% weight on NPA ratio alongside growth and profitability, directly tying executive pay to asset quality—central to a CCO’s remit .
- Ownership and overhang: Cobain’s reported 6,013 shares and no pledging support alignment without leverage risk, while five-year installment vesting observed in NEO grants implies a steady, predictable equity supply rather than large option-driven events .
- Mix shift reduces option-related risk: In 2024, non-CEO executives’ bonuses tilted toward cash and RSAs (60–70% cash, 30–40% RSAs) versus 2023’s 50/50 cash/equity with options—reducing potential future option overhang and repricing risk; CEO mix also shifted to 50/50 from 40/60 .
- Execution backdrop: Despite TSR improvement, net income declined 44% YoY in 2024, and the company executed a 2025 CFO transition and ~5% workforce reduction with estimated $1.0M one-time charges, underscoring operational transition risk as Cobain’s credit framework embeds across the portfolio .