DEF 14A of CF Bankshares Inc., Apr 26, 2024

DEF 14A of CF Bankshares Inc.

Filed Apr 26, 2024 · FY20230001070680-24-000011

Open on EDGAR

  1. • Proposal 1 – Election of Directors

    • Proposal 1 – Election of Directors Under Delaware law and the Company’s Amended and Restated Bylaws (the “Bylaws”), Directors are elected by a plurality of the votes cast. This means that the two (2) nominees receiving the greatest number of votes “FOR” election will be elected as Directors. Shares as to which the authority to vote is withheld and broker non-votes will not affect whether a nominee has received sufficient votes to be elected.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In accordance with the Bylaws of the Company, the number of directors is currently fixed at seven. There are currently seven directors serving on the Board, with the following two directors currently serving terms that will expire at the Meeting: Edward W. Cochran and Timothy T. O’Dell. The Corporate Governance and Nominating Committee of the Board of Directors has nominated the two directors named below for re-election as directors of the Company to serve three-year terms expiring at the annual meeting in 2027.

  3. ELECTION OF DIRECTORS

    | oo | | NOMINEES | | Edward W. Cochran Timothy T. O’Dell |

  4. ELECTION OF DIRECTORS

    Each nominee has consented to serve as a director if elected. Should a nominee decline or be unable to serve, or for good cause will not serve, the Board of Directors reserves the right in its discretion to substitute another person as a nominee or to reduce the number of nominees. In this event, the proxy holders may vote your shares in their discretion for any substitute nominee proposed by the Board of Directors unless you have withheld authority. The individuals appointed as proxies cannot vote for more than two nominees for election as directors at the Meeting. NOMINEES The following sets forth information regarding each of the nominees for election as director of the Company. Unless otherwise indicated, each director nominee has held his principal occupation for more than five years. Edward W. Cochran has been engaged in the practice of law for over 48 years since graduating from Columbia University Law School in 1975. He holds an undergraduate degree from Harvard University, where he was a Harvard National Scholar. Mr. Cochran is admitted to practice before the United States Supreme Court, as well as the courts of Ohio, the U.S. District Court for the Northern District of Ohio, and the United States Circuit Courts of Appeal for the Second, Third, Sixth, Seventh and Ninth Circuits. In addition, Mr. Cochran is involved in various business interests and is a successful investor. Mr. Cochran has strong relationships in Cleveland and brings a valuable legal perspective and regulatory understanding to the Company and CFBank. Age 75. Director since December 19, 2012. Timothy T. O’Dell has been the CEO and a Director of the Company and CFBank since August 2012. Prior to joining CFBank in 2012, Mr. O’Dell owned and operated a consulting and business investment company specializing in providing advisory services to a number of privately held enterprises in construction, health care, real estate and professional services. Mr. O’Dell previously spent 22 years at Fifth Third Bank, and was a senior executive with Fifth Third’s Central Ohio operations for 12 of those years, concluding his tenure serving as President and Chief Executive Officer. At Fifth Third’s Central Ohio Affiliate, Mr. O’Dell also served as Executive Vice President and senior lender and managed its commercial banking and residential and commercial real estate divisions. Previously he managed the Asset Based Lending Division for Fifth Third Bank engaged in financing growth companies and acquisition financing. During his tenure, Fifth Third’s Central Ohio division grew by $4 billion in deposits and $5 billion in loans from organic growth and through strategic acquisitions. Mr. O’Dell currently serves on the Archie Griffin Scholarship Board and has served on the Foundation and audit committees of National Church Residences and the boards of the Columbus Chamber of Commerce and The Ohio State University Medical Center. He was also a founding investor in the Ohio TechAngel Venture Fund. Mr. O'Dell holds a B.B.A. from Marshall University. Age 70. Director since August 23, 2012. Under Delaware law and the Bylaws, the two (2) nominees for election as directors of the Company who receive the greatest number of votes “FOR” election will be elected directors. Shares represented by properly executed proxy cards that are received prior to the Meeting and not subsequently revoked will be voted “FOR” the election of the nominees listed above unless authority to vote for one or more nominees is withheld. Stockholders may withhold authority to vote for the entire slate as nominated or may withhold the authority to vote for an individual nominee. Shares as to which the authority to vote is withheld and broker non-votes will be counted for quorum purposes but will not be counted toward the election of directors or toward the election of the individual nominees specified on the proxy card. The Board of Directors recommends that you vote “FOR” the re-election of each of the nominees listed above. CONTINUING DIRECTORS The following sets forth information regarding each of the current directors of the Company whose terms will continue following the Meeting. Unless otherwise indicated, each director has held his principal occupation for more than five years. There are no family relationships among any of the directors (including director nominees) and executive officers of the Company. Thomas P. Ash was Director of Governmental Relations at the Columbus, Ohio-based Buckeye Association of School Administrators (BASA) from August 2005 until his retirement in October 2019. Prior to that time, Mr. Ash was Superintendent of Schools, Mid-Ohio Educational Service Center in Mansfield, Ohio from January 2000 through July 2005. Mr. Ash was the Superintendent of Schools, East Liverpool City School District in East Liverpool, Ohio from August 1984 to December 1999. As Superintendent at Mid-Ohio Educational Service Center and East Liverpool City School District, his experience included financial reporting and analysis, supervising and directing financial staff members, implementing and complying with U.S. generally accepted accounting principles (GAAP) reporting requirements, and developing internal controls. Mr. Ash’s public-sector and advocacy experience, both on the local level in Columbiana County and on the state level, lends a perspective unique to the Board of Directors. Following his retirement from BASA, Mr. Ash has served as a part-time consultant with K-12 Business Consulting, which provides financial forecasting and chief executive officer searches for Ohio school districts. Age 74. Term expires in 2025. Director since 1985. James H. Frauenberg has been the principal owner of Addison Holdings, LLC since 2007, where he has been active in opening/owning new franchises for multiple retail chains including Five Guys Burgers and Fries and Flip Flop Shops. He was the Senior Vice President with Checksmart Financial in Dublin, Ohio from 1995 to 2008. Mr. Frauenberg’s strong financial and entrepreneurial skills bring a high level of insight and judgment to the Company and CFBank. Age 48. Term expires in 2025. Director since August 23, 2012. Robert E. Hoeweler has been the Chairman of the Board of the Company and CFBank since August 2012. Since 1980, he has been the Chief Executive Officer of a diverse group of companies owned by the Hoeweler family, including Aluminum Extruded Shapes, Inc. (manufacturing), Hammond Communications Group (communications), and distribution, business services and venture capital entities. He serves on the board of a major privately held waste management company. He previously has served as the Chairman of two family led businesses in financial services, a midsized community bank and a major payment processing service company. He brings diverse business and banking skills and experience to the Company and CFBank. Age 76. Term expires in 2026. Director since August 23, 2012. Sundeep Rana is a Managing Principal of Castle Creek Capital and sits on the firm’s Investment Committee. Prior to joining Castle Creek Capital, he was a Senior Vice President with PCG Asset Management, LLC where he led the identification, analysis, due diligence and selection of private equity investments, including certain investments that involved the purchase of distressed banks and thrifts from the Federal Deposit Insurance Corporation. Mr. Rana began his career as an analyst with Goldman Sachs where he focused on company liquidity, capital, and mergers and acquisitions advisory. Mr. Rana holds a Bachelor of Science in Finance from The Wharton School at the University of Pennsylvania, where he was a Joseph Wharton Scholar and graduated summa cum laude. Age 42. Term expires in 2026. Director since July 28, 2021.

  5. ELECTION OF DIRECTORS

    David L. Royer is the Executive Vice President of Finance and Development for Continental Real Estate Companies (CREC). He is responsible for project development and capital procurement of various asset classes including apartments, student housing, office, retail and medical office property types. Previously, he served as Vice President of Finance and Development for CREC across a diverse set of commercial development projects. Prior to joining CREC, David served as Vice President for Fifth Third Bank in their commercial real estate group. He earned his finance degree from Miami University (1989) and an MBA from The Ohio State University (1993). David is a Past President of The Athletic Club of Columbus (2010), NAIOP of Central Ohio (2017), and Scioto Country Club (2021). Prior board experience includes Junior Achievement of Central Ohio and First Community Village Foundation as well as advisory board roles for Sky Bank Central Ohio and FC Bank. David is a member and advisor for the Columbus real estate firm, Kohr Royer Griffith, Inc. David is also a current member of the Columbus Board of Realtors and the National Association of Realtors. David brings extensive business experience and relationships that are valuable to the Company and CFBank. Age 56. Term expires in 2025. Director since July 1, 2018.

  6. 2023 COMPENSATION OF DIRECTORS

    2023 COMPENSATION OF DIRECTORS Members of the Board of Directors who are not also officers or employees of the Company or CFBank (“non-employee directors”) receive certain fees for their service on the boards of directors of the Company and CFBank and committees thereof. For 2023, each non-employee director received an annual base retainer in the amount of $37,538, payable in quarterly installments. In addition, certain non-employee directors received additional retainer amounts for their service on committees and/or as Chair of certain committees of the Board of Directors, and Mr. Hoeweler received an additional retainer amount for his service as the nonexecutive Chairman of the Board of Directors. Members of the Board of Directors are also eligible to receive restricted stock, stock options and other equity awards under the Company’s equity compensation plans, which equity awards are intended to provide incentives and rewards to the directors who, along with the Company’s management and employees, are largely responsible for the success and growth of the Company and its affiliates. In January 2023, the Compensation Committee of the Board of Directors approved grants of shares of restricted stock to the non-employee directors of the Company as set forth in the table below. The following table summarizes the compensation paid to each non-employee director during the year ended December 31, 2023.

  7. 2023 COMPENSATION OF DIRECTORS

    | | Director Compensation for 2023 | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | Thomas P. Ash | $42,656 | $67,208 | $3,018(2) | $112,882 | | Edward W. Cochran | 44,363 | 56,590 | - | 100,952 | | James Frauenberg II | 37,538 | 56,590 | - | 94,127 | | Robert E. Hoeweler | 73,369 | 81,988 | - | 155,357 | | Sundeep Rana (3) | 37,538 | 56,590 | - | 94,127 | | David L. Royer | 47,775 | 56,590 | - | 104,365 |

  8. 2023 COMPENSATION OF DIRECTORS

    (1)The above amounts represent shares of restricted stock granted to directors under the Company’s 2019 Equity Incentive Plan on January 25, 2023 with a grant date fair value (computed in accordance with FASB ASC Topic 718) of $20.11 per share. (2)Reflects the costs associated with life insurance benefits for Mr. Ash. (3)Director fees and restricted stock awards were paid and issued to Castle Creek Advisors IV, LLC on behalf of Sundeep Rana.

  9. COMPONENTS OF COMPENSATION

    | • | restricted stock awards granted under our 2019 Equity Incentive Plan; |

  10. COMPONENTS OF COMPENSATION

    | • | performance-based cash incentive awards under our Incentive Compensation Plan and Deferred Cash Incentive Agreements; and |

  11. 2023 COMPENSATION

    | Summary Compensation Table | | | | | | | | | Name and Principal Position | Year | Salary | Stock Awards (1) | Non-equity Incentive Plan Compensation (2) | Nonqualified Deferred Compensation earnings (3) | All Other Compensation (4) | Total | | Timothy T. O'Dell | 2023 | $500,000 | $356,249 | $192,867 | $- | $31,380 | $1,080,496 | | President and Chief Executive Officer of the Company and | 2022 | $475,000 | $307,146 | $504,688 | $- | $23,090 | $1,309,924 | | Chief Executive Officer of CFBank | | | | | | | | | Bradley J. Ringwald | 2023 | $325,000 | $111,960 | $171,514 | $2,599 | $11,011 | $622,084 | | President of CFBank | 2022 | $300,000 | $110,605 | $179,444 | $1,016 | $9,355 | $600,420 | | Kevin J. Beerman | 2023 | $215,000 | $93,300 | $82,933 | $1,733 | $9,484 | $402,449 | | Executive Vice President and Chief Financial Officer of the | 2022 | $200,000 | $80,440 | $96,829 | $677 | $8,691 | $386,637 | | Company and CFBank | | | | | | | |

  12. EQUITY COMPENSATION PLAN INFORMATION

    | Outstanding Equity Awards at Fiscal Year-End for 2023 | | | | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | | Timothy T. O'Dell | 33,715 | $657,443 | | Bradley J. Ringwald | 10,499 | $204,731 | | Kevin J. Beerman | 6,666 | $129,987 |

  13. DEFERRED CASH INCENTIVE AGREEMENTS

    DEFERRED CASH INCENTIVE AGREEMENTS Deferred Cash Incentive Agreements In 2021, CFBank entered into Deferred Cash Incentive Agreements with certain officers of CFBank, including two Named Executive Officers – Kevin Beerman and Bradley Ringwald. In 2022, CFBank entered into a similar Deferred Cash Incentive Agreement with Timothy T. O’Dell. The purpose of these deferred cash incentive agreements (the “DCI Agreements”) is to provide deferred cash compensation as an incentive and reward for contribution to the success of CFBank. Pursuant to the DCI Agreements, CFBank determines on an annual basis (1) the percentage of the participant’s annual base salary that may be earned as a deferred incentive bonus for such year and (2) the performance objectives and thresholds for attaining the deferred incentive bonus for such year. Based on the foregoing, CFBank determines the amount of the deferred incentive bonus earned by each participant following the end of each year and contributes such amount to the participant’s “deferral account.” CFBank, in its sole discretion, may elect to add additional amounts to a participant’s deferral account and may also elect to reduce the annual deferral amount if certain quality control measures are not achieved. On an annual basis, the balance in the deferral account will be credited with interest at a fixed rate determined by CFBank. The participant deferral accounts are unfunded and represent general unsecured obligations of CFBank, and are used solely as a device for measuring amounts to be paid as benefits under the DCI Agreements. Notwithstanding the foregoing, CFBank has purchased certain bank owned life insurance policies that are intended to offset the anticipated funding costs of the DCI Agreements. Each amount contributed to a participant’s deferral account is payable in a single-lump sum payment no later than sixty days following the four-year anniversary of the contribution to the deferral account (the “Normal Annual Distribution Date”), provided that the participant remains employed with CFBank as of the Normal Annual Distribution Date. Notwithstanding the foregoing, upon a participant’s attainment of age 75 (for Mr. O’Dell) or age 67 (for Mr. Ringwald and Mr. Beerman) (the “Final Distribution Age”), CFBank will pay the participant 100% of the deferral account, regardless of the date any annual deferral amount was credited to the deferral account, in a single lump-sum no later than 60 days following the participant’s attainment of the Final Distribution Age. Under the DCI Agreements with each of Mr. Ringwald and Mr. Beerman, if his employment with CFBank is terminated prior to age 62 (the “Early Termination Age”), other than as a result of his death or disability, he will forfeit all benefits due under his DCI Agreement. If the employment of Mr. Ringwald or Mr. Beerman with CFBank is terminated after attainment of the Early Termination Age, he will be entitled to receive the benefit in the deferral account, or a portion of such benefit, as determined by the Board after taking into account the contributions and service rendered by the participant to CFBank prior to termination of employment. The amount of such benefit will be payable in a single lump-sum payment within 60 days following the last day of the month in which his employment with CFBank was terminated. Under the DCI Agreement with Mr. O’Dell, if his employment with CFBank is terminated prior to attainment of the Final Distribution Age, Mr. O’Dell will be entitled to receive the benefit in the deferral account, or a portion of such benefit, as determined by the Board after taking into account the contributions and service rendered by Mr. O’Dell to CFBank prior to termination of employment. The amount of such benefit will be payable in a single lump-sum payment within 60 days following the last day of the month in which Mr. O’Dell’s employment with CFBank was terminated. In the event of a participant’s disability or death while in active service, CFBank will pay the participant or the participant’s designated beneficiary 100% of the deferral account, regardless of the date any annual deferral amount was credited to the deferral account, in a single lump-sum no later than 60 days following the last day of the month in which the participant’s disability or death occurred. Similarly, in the event a change in control of CFBank or the Company occurs (within the meaning of Internal Revenue Code Section 409A and as described in Treasury Regulations §§1.409A-3(i)(5)), CFBank will pay the participant or the participant’s designated beneficiary 100% of the deferral account, regardless of the date any annual deferral amount was credited to the deferral account, in a single lump-sum no later than 60 days following the last day of the month in which the change of control occurred. Notwithstanding any provision in the DCI Agreements to the contrary, CFBank will not pay any benefit under the DCI Agreement if the participant’s employment by CFBank is terminated for cause (as defined in the DCI Agreements). The DCI Agreements include a “claw-back” provision that authorizes CFBank to reduce, recover or claw-back any benefits awarded under the agreements as necessary for CFBank to ensure that such benefits are appropriately balanced to take into account the risk the participant’s activities may pose to CFBank under safety and soundness concerns. 2023 Deferred Incentive Bonus For 2023, CFBank established four performance objectives under the DCI Agreements for Kevin Beerman and Bradley Ringwald: Consolidated Return on Assets; Net Interest Margin; Total Loan Growth; and Core Deposit Growth. For each performance objective, a maximum and threshold target was established. The amount of the award potential for 2023 was set at 20% of base salary, resulting in a potential award of $43,000 for Mr. Beerman and $65,000 for Mr. Ringwald. Based on the partial achievement of the designated performance objectives in 2023, CFBank awarded to Mr. Ringwald and Mr. Beerman the amounts of $27,864 and $18,433, respectively, which were credited to their respective deferral accounts. For 2023, CFBank established four performance objectives for Mr. O’Dell that were then used as the criteria under the DCI Agreement for Mr. O’Dell: Consolidated Return on Assets; Net Interest Margin; Total Loan Growth; and Core Deposit Growth. For each performance objective, a maximum and threshold target was established. The amount of the award potential for 2023 was set at 20% of Mr. O’Dell’s base salary, resulting in a potential award of $100,000. Based on the partial achievement of the designated performance objectives in 2023, CFBank awarded to Mr. O’Dell $42,867, which was credited to his deferral account.

  14. EMPLOYMENT AGREEMENTS

    | • | Full vesting of all outstanding equity awards and stock options, which shall remain exercisable for the full option exercise period that would have applied had he remained employed. |

  15. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s compensation philosophy and objectives and how the Company aligns executive compensation with the Company’s performance, see the section titled “COMPENSATION OF EXECUTIVE OFFICERS” beginning on page 15 of this Proxy Statement.

  16. Pay Versus Performance Table for 2023

    Pay Versus Performance Table for 2023

  17. Pay Versus Performance Table for 2023

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO2 | Average Summary Compensation Table Total for Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Total Shareholder Return5 | Net Income (millions)6 | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $1,080,496 | $1,032,034 | $512,266 | $506,087 | $93 | $16.9 | | 2022 | $1,309,924 | $1,338,787 | $493,528 | $503,144 | $104 | $18.2 | | 2021 | $1,197,865 | $1,297,020 | $447,528 | $444,826 | $117 | $18.5 |

  18. Pay Versus Performance Table for 2023

    1 The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. O’Dell (our Chief Executive Officer and President) for each corresponding year in the “Total” column of the Summary Compensation Table. See “Compensation OF EXECUTIVE OFFICERS – 2023 Compensation – Summary Compensation Table” on page 17 of this Proxy Statement (and on page 17 of the 2023 Proxy Statement with respect to total compensation for 2021). 2 The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. O’Dell, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. O’Dell during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. O’Dell’s total compensation for each year to determine the compensation actually paid:

  19. Pay Versus Performance Table for 2023

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Reported Change in the Actuarial Present Value of Pension Benefits(c) | Pension Benefit Adjustments(d) | Compensation Actually Paid to PEO | | 2023 | $1,080,496 | $(356,249) | $307,787 | $- | $- | $1,032,034 | | 2022 | $1,309,924 | $(307,146) | $336,009 | $- | $- | $1,338,787 | | 2021 | $1,197,865 | $(304,200) | $403,355 | $- | $- | $1,297,020 |

  20. Pay Versus Performance Table for 2023

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |

  21. Pay Versus Performance Table for 2023

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting 23 |

  22. Pay Versus Performance Table for 2023

    | conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  23. Pay Versus Performance Table for 2023

    | Year | (i) Year End Fair Value of Equity Awards | (ii) Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | (iii) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | (iv) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (v) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | (vi) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | $345,443 | $(18,480) | $- | $(27,180) | $- | $8,004 | $307,787 | | 2022 | $317,700 | $7,800 | $- | $5,466 | $- | $5,043 | $336,009 | | 2021 | $369,540 | $10,411 | $- | $19,670 | $- | $3,733 | $403,355 |

  24. Pay Versus Performance Table for 2023

    | (c) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year. |

  25. Pay Versus Performance Table for 2023

    | (d) No benefits were provided to Mr. O’Dell under any defined benefit or actuarial pension plans in 2023, 2022 or 2021. |

  26. Pay Versus Performance Table for 2023

    3 The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. O’Dell) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. O’Dell) included for purposes of calculating the average amounts in each applicable year are Kevin J. Beerman (Executive Vice President and Chief Financial Officer) and Bradley J. Ringwald (President of CFBank). 4 The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. O’Dell), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. O’Dell) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. O’Dell) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  27. Pay Versus Performance Table for 2023

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $512,266 | $(102,630) | $96,451 | $- | $- | $506,087 | | 2022 | $493,528 | $(95,523) | $105,139 | $- | $- | $503,144 | | 2021 | $447,528 | $(92,310) | $89,608 | $- | $- | $444,826 |

  28. Pay Versus Performance Table for 2023

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  29. Pay Versus Performance Table for 2023

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested EquityYear over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2023 | $102,630 | $(6,439) | $- | $(1,733) | $- | $1,992 | $96,451 | | 2022 | $100,605 | $1,408 | $- | $1,892 | $- | $1,234 | $105,139 | | 2021 | $87,253 | $1,419 | $- | $437 | $- | $500 | $89,609 |

  30. Pay Versus Performance Table for 2023

    | (b) No benefits were provided to Mr. Ringwald or Mr. Beerman under any defined benefit or actuarial pension plans in 2023, 2022 or 2021. |

  31. Pay Versus Performance Table for 2023

    5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. 6 The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

  32. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section titled “Compensation OF EXECUTIVE OFFICERS” beginning on page 15 of this Proxy Statement, the Company’s executive compensation program incorporates compensation components in the form of restricted stock and cash incentive awards that are variable in nature. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the “Pay Versus Performance Table for 2023.” Additionally, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table for 2023.” Compensation Actually Paid and Cumulative TSR The following graph shows the relationship between (a) the amount of compensation actually paid to Mr. O’Dell and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. O’Dell) and (b) the Company’s cumulative TSR over the three years presented in the “Pay Versus Performance Table for 2023.” The Company’s executive compensation programs include components that are designed to directly align compensation actually paid with the Company’s stock performance. In particular, a material portion of the compensation actually paid to Mr. O’Dell and to the other NEOs is comprised of restricted stock awards. In addition, the cash and equity incentive compensation payable by the Company to the NEOs under the Incentive Compensation Plan takes into account, among various factors, the performance of the Company’s common stock price relative to the KBW Nasdaq Index. The Company’s executive compensation programs, however, also take into account a number of other measures in determining the compensation of executive officers, including, without limitation, consolidated net income, the credit quality of the CFBank’s loan portfolio, and increases in CFBank’s earning assets and core deposits. While many of these items can generally impact the Company’s common stock price, there are many additional factors that can also impact the Company’s stock price from time to time, including market and industry factors unrelated to the Company’s performance. For further information concerning the Company’s executive compensation components, see the section titled “Compensation OF EXECUTIVE OFFICERS” beginning on page 15 of this Proxy Statement. Compensation Actually paid vs. Company TSR Compensation actually paid Cummulative TSR (value of initial $100 investment) PEO Average for Non-PEO NEOs TSR 2021 2022 2023 $117 $104 $93 200,000 400,000 600,000 800,000 1,000,000 1,200,000 1,400,000 1,600,000 0,20,40,60,80, 100, 120, 140. Compensation Actually Paid and Net Income The following graph shows the relationship between (a) the amount of compensation actually paid to Mr. O’Dell and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. O’Dell) and (b) the Company’s net income over the three years presented in the “Pay Versus Performance Table for 2023.” While the Company’s net income is one of the key factors considered in determining executive officer compensation and, in particular, incentive compensation awards to the NEOs, the Company’s executive compensation programs take into account a number of other factors, including, without limitation, the performance of the Company’s common stock price relative to the KBW Nasdaq Index, CFBank’s net interest margin, the credit quality of CFBank’s loan portfolio and increases in CFBank’s earning assets and core deposits. Compensation Actually Paid vs. Net Income. Compensation Actually Paid Net Income (millions) PEO Average for Non-PEO NEOs 2021 2022 2023 18.2 18.5 16.9 200,000 400,000 600,000 800,000 1,000,000 1,200,000,1,400,000 1,600,000 1,800,000 10.0 12.0 14.0 16.0 18.0 20.0