CB FINANCIAL SERVICES, INC. (NASDAQ:CBFV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 8, 2020, Patrick G. O’Brien voluntarily resigned as President and Chief Executive Officer and a Director of CB Financial Services, Inc. (the “Company”) and of its subsidiary bank, Community Bank (the “Bank”). Mr. O’Brien’s resignation was not related to a disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies or practices. In connection with Mr. O’Brien’s resignation, the Company, the Bank and Mr. O’Brien have entered into a Separation and Release Agreement dated January 8, 2020 (the “Separation Agreement”), under which the Bank will pay Mr. O’Brien: (1) a gross amount of $450,000, payable in 26 equal bi-weekly installments; and (2) to the extent Mr. O’Brien elects to continue to participate in the Bank’s group health insurance plan, 12 equal monthly installment payments equal to the monthly COBRA premium in effect for the level coverage in effect for Mr. O’Brien under Bank’s group health plan. The Separation Agreement, a copy of which is enclosed as an exhibit hereto and incorporated herein by reference, includes non-competition, non-solicitation and confidentiality provisions, certain post-termination services to be provided by Mr. O’Brien at the reasonable request of the President of the Bank and a release of claims by Mr. O’Brien. The foregoing summary is qualified in its entirety by the full text of the Separation Agreement.

On January 8, 2020, Barron P. McCune, Jr. was appointed to serve as President and Chief Executive Officer of the Company and the Bank on an interim basis. In connection with Mr. McCune’s appointment as President and Chief Executive Officer, the Company, the Bank and Mr. McCune have entered into an Employment Agreement dated January 8, 2020 (the “Employment Agreement”) providing for a base salary at an annual rate of $372,000 and the payment of a $50,000 signing bonus. The Employment Agreement has a one-year term, unless terminated earlier or extended in accordance with its terms. For additional information, reference is made to the Employment Agreement, a copy of which is filed as an exhibit hereto and incorporated herein by reference. The foregoing summary is qualified in its entirety by the full text of the Employment Agreement.

Mr. McCune (age 66) previously served as President and/or Chief Executive Officer of the Company and the Bank from 1999 until his retirement in June 2018 and as a Director of the Company and the Bank from 1992 until his retirement in January 2019.

The Company’s Board of Directors has adopted a resolution to reduce the size of the Board of Directors in order to eliminate the vacancy created by Mr. O’Brien’s resignation. The Bank’s Board of Directors has taken similar action.

Item 8.01. Other Events.

On January 8, 2020, the Company issued a press release to disclose Mr. O’Brien’s resignation and Mr. McCune’s appointment as reported above. A copy of the press release is attached as an exhibit hereto and incorporated into this Item 8 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Separation and Release Agreement by and among CB Financial Services, Inc., Community Bank and Patrick G. O’Brien dated January 8, 2020

10.2 Employment Agreement by and among CB Financial Services, Inc., Community Bank and Barron P. McCune, Jr. dated January 8, 2020

99.1 Press Release dated January 8, 2020

CB Financial Services, Inc. Exhibit
EX-10.1 2 ex10-1_8k010820.htm SEPARATION AND RELEASE AGREEMENT BY AND AMONG CB FINANCIAL SERVICES,…
To view the full exhibit click here

About CB FINANCIAL SERVICES, INC. (NASDAQ:CBFV)

CB Financial Services, Inc. is the bank holding company for Community Bank (the Bank). The Company operates in community banking segment. The Bank offers residential and commercial real estate loans, commercial and industrial loans, and consumer loans, as well as a range of deposit products for individuals and businesses in its market area. The Bank operates through a network of approximately 20 offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania. The Company’s principal lending activity is the origination of residential loans secured by one- to four-family residential properties in its local market area. In addition, the Bank offers property and casualty, commercial liability, surety and other insurance products, through its subsidiary, Exchange Underwriters, Inc. (Exchange Underwriters), an independent insurance agency.