DEF 14A of Capitol Federal Financial, Inc., Dec 19, 2024

DEF 14A of Capitol Federal Financial, Inc.

Filed Dec 19, 2024 · FY20240001104659-24-130026

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s Board of Directors is currently composed of eight members, each of whom is also a director of Capitol Federal Savings. Approximately one-third of the directors are elected annually. Directors of the Company are elected to serve for a three-year term or until their respective successors are elected and qualified. If stockholders approve Proposal IV at the annual meeting, however, the classified structure of the Company’s Board of Directors will be phased out so that all directors are elected annually to one-year terms starting with the annual meeting of stockholders in 2028. For more information, see “Proposal IV - Approval of Charter Amendment to Declassify Board of Directors.” The Company’s bylaws provide that no person who has reached age 75 may be elected, reelected, appointed or reappointed to the Board of Directors. The following table sets forth certain information regarding the composition of the Company’s Board of Directors, including each director’s term of office. The Board of Directors, acting on the recommendation of the Nominating Committee, has recommended and approved the nominations of John B. Dicus, James G. Morris and Jeffrey R. Thompson to serve as directors, each for a term of three years to expire at the annual meeting of stockholders to be held in 2028. It is intended that the proxies solicited on behalf of the Board of Directors will be voted at the annual meeting “FOR” the election of these director nominees. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors, acting on the recommendations of the Nominating Committee, may recommend. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve if elected. Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.

  2. ELECTION OF DIRECTORS

    | Name | Age(1) | Position(s) Held in the Company | Director Since(2) | Term of Office Expires | | NOMINEES | | | | | | John B. Dicus | 63 | Chairman of the Board, President and Chief Executive Officer | 1989 | 2028 | | James G. Morris | 70 | Director | 2013 | 2028 | | Jeffrey R. Thompson | 63 | Director | 2004 | 2028 | | DIRECTORS REMAINING IN OFFICE | | | | | | Michel’ Philipp Cole | 61 | Director | 2017 | 2026 | | Jeffrey M. Johnson | 58 | Director | 2005 | 2026 | | Michael T. McCoy, M.D. | 75 | Director | 2005 | 2026 | | Morris J. Huey, II | 75 | Director | 2009 | 2027 | | Carlton A. Ricketts | 67 | Director | 2020 | 2027 |

  3. ELECTION OF DIRECTORS

    (1) As of September 30, 2024. (2) Includes service as a director of Capitol Federal Savings.

  4. Board Diversity

    Board Diversity On August 6, 2021, the SEC approved amendments to the Listing Rules of the NASDAQ Stock Market (“NASDAQ”) related to board diversity. New Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each NASDAQ-listed company, subject to certain exceptions, (1) to have at least one director who self-identifies as female, and (2) to have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or (3) to explain why the company does not have at least two directors on its board who self-identify in the categories listed above. In addition, new Listing Rule 5606 (the “Board Diversity Disclosure Rule”) requires each NASDAQ-listed company, subject to certain exceptions, to provide statistical information about the company’s board of directors, in a uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+. Although we are not required to fully comply with the Diverse Board Representation Rule until 2025, we believe we presently meet the requirements of that rule based on the self-identified characteristics of the current members of our Board of Directors. In the matrix below, we have provided the statistical information required by the Board Diversity Disclosure Rule, which has not changed since we disclosed that information in our last annual meeting proxy statement.

  5. Board Diversity

    | Board Diversity Matrix (As of September 30, 2024) | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 1 | 7 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 1 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 1 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 1 | 6 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 1* | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  6. Board Diversity

    * One director self-identified as African American/Black and Hispanic/Latinx.

  7. Business Experience and Qualifications of Our Directors

    Business Experience and Qualifications of Our Directors The Board believes that the many years of service our directors collectively have at the Company and Capitol Federal Savings is one of their most important qualifications for service on our Board. This service has given them extensive knowledge of the banking business and of the Company. Furthermore, their service on our Board committees, especially in the areas of audit, compensation and stock benefits, is critical to their ability to oversee the management of Capitol Federal Savings by our executive officers. Service on the Board by our Chief Executive Officer is critical to aiding the outside directors’ understanding of the issues that are common in the banking business. Each outside director brings special skills, experience and expertise to the Board as a result of their other business activities and associations. The business experience of each of our directors and nominees for at least the past five years and the experience, qualifications, attributes, skills and areas of expertise of each director and nominee that further supports his or her service as a director are set forth below. John B. Dicus. Mr. Dicus became Chief Executive Officer of Capitol Federal Savings and the Company effective January 1, 2003 and became Chairman of the Board of Directors of Capitol Federal Savings and the Company in January 2009. Prior to his appointment as Chief Executive Officer, he served as President and Chief Operating Officer for Capitol Federal Savings from 1996 and for the Company from its inception in March 1999. Before that, he served as Executive Vice President of Corporate Services for Capitol Federal Savings for four years. He has been with Capitol Federal Savings in various other positions since 1985. Mr. Dicus’ many years of service in all areas of the operations of Capitol Federal Savings and his duties as President and Chief Executive Officer of the Company and Capitol Federal Savings bring a special knowledge of the financial, economic and regulatory challenges the Company faces and he is well suited to educating the Board on these matters. Mr. Dicus is the father-in-law of William J. Skrobacz, Jr., who serves as Executive Vice President and Chief Retail Operations Officer of the Company and the Bank. James G. Morris. Mr. Morris retired from KPMG in September 2012 after having served as partner-in-charge of the financial services practice of the firm’s Kansas City office. Mr. Morris joined the firm in 1976 (when it was known as Peat Marwick Mitchell & Co.) as an auditor and was promoted to partner in 1988. At KPMG, Mr. Morris served a wide range of financial services clients, including banks, thrifts, mortgage companies, investment advisors and real estate companies. Mr. Morris currently serves as an independent trustee of The Commerce Funds, a family of nine mutual funds registered under the Investment Company Act of 1940. Mr. Morris’s accounting and auditing background and extensive experience working with companies in the financial services industry make him a valuable member of the Board. Jeffrey R. Thompson. In 2021, Mr. Thompson became Chief Financial Officer of Salina Vortex Corp., a Salina, Kansas-based manufacturing company. He served as the company’s Chief Executive Officer and President from 2007 to 2020 and has worked for the company since 2002. From 2001 to 2002, he served as Vice President, Supply Chain, for The Coleman Company, Wichita, Kansas. From 1992 to 2001, he served in a variety of capacities for Koch Industries, Inc., Wichita, Kansas, including President of Koch Financial Services, Inc. from 1998 to 2001. From 1986 to 1992, he worked in several positions for Chrysler Capital Public Finance, Kansas City, Missouri, primarily in the areas of originating, underwriting and servicing tax-exempt municipal leases. Mr. Thompson has 40 years of business experience, including 20 years in the financial services business and 20 years with profit and loss responsibility in manufacturing companies. He brings general business, financial and risk management skills to Capitol Federal Savings, including knowledge of compensation matters, which is important to his service on our Compensation Committee. Mr. Thompson is a certified public accountant, and his accounting knowledge and experience is important to his service on our Audit Committee. His participation in the Salina and Wichita, Kansas business communities for over 30 years brings knowledge of the local economy and business opportunities for Capitol Federal Savings. Michel’ Philipp Cole, ABC. Ms. Cole retired in June 2018 as Vice President, Corporate Communications and Public Affairs of Westar Energy, a position she held since 2014. From 1990 to 2000, she served as Director, Corporate Communications for Westar Energy. Before rejoining Westar Energy, Ms. Cole was Vice President, Corporate Communications and Brand Strategy, Security Benefit Corporation, from 2003-2014. From 2000 to 2003, she was Senior Vice President, Corporate Practice Group, Fleishman-Hillard, Kansas City. Ms. Cole was the Manager, Corporate Communications, Goodyear Tire & Rubber Co., Topeka, from 1989-1990. She began her communications career as Vice President, Member Services, Kansas Press Association, from 1986-1989. In October 2022, Ms. Cole was elected to the Washburn University Board of Trustees. Ms. Cole has held other board positions for Stormont Vail Health, Greater Topeka Chamber of Commerce, Topeka Collegiate, the Kansas Book Festival, KTWU Public Television and the Washburn University Leadership Institute. She is a graduate of Leadership Greater Topeka and Leadership Kansas City and is an Accredited Business Communicator, IABC. Ms. Cole’s extensive background in all aspects of corporate communications brings to the Board knowledge and experience that enhances the Board’s oversight of those aspects of the Company’s operations that work to maintain and enhance value and ensure appropriate communications both inside and outside of the Company. Jeffrey M. Johnson. Mr. Johnson is President of Flint Hills National Golf Club, Andover, Kansas, a position he has held since March 2003. From March 1997 until joining Flint Hills, Mr. Johnson was an investment advisor with Raymond James Financial Services in Wichita, Kansas. Mr. Johnson’s extensive knowledge of investments and the regulated financial services industry supports the Board’s and the Audit Committee’s knowledge in those areas. Before 1997, he served in a variety of restaurant management positions with Lone Star Steakhouse & Saloon, Inc. and Coulter Enterprises, Inc. Mr. Johnson is also part-owner of several restaurants in Lawrence, Manhattan and Wichita, Kansas and parts of Texas. He brings general business, financial and risk management skills to Capitol Federal Savings, including knowledge of compensation matters, which is important to his service on our Compensation Committee. His participation in the Wichita, Kansas business community and his service on local non-profit boards for over 25 years bring knowledge of the local economy and business opportunities for Capitol Federal Savings.

  8. Business Experience and Qualifications of Our Directors

    Michael T. McCoy, M.D. Dr. McCoy has been an orthopedic surgeon in private practice for over 30 years. In his private practice, he has employed up to 15 employees and gained the accounting, financial and risk management skill necessary to operate a small business. He served as Chief of Orthopedic Surgery at Stormont Vail Regional Medical Center in Topeka, Kansas from October 2004 to October 2005 and as Chief of Surgery at Stormont Vail from January 1987 to January 1988. His management and business experience in his private practice and these hospital positions bring knowledge and experience to his service on the Board and the Compensation and Audit Committees. Dr. McCoy is a member of the Kansas Medical Society, the Shawnee County Medical Society, the American Academy of Orthopedic Surgeons and the American Orthopedic Society for Sports Medicine. Morris J. Huey, II. Mr. Huey retired from Capitol Federal Savings in January 2010. From June 2002 until his retirement, Mr. Huey served as Executive Vice President and Chief Lending Officer of Capitol Federal Savings and President of Capitol Funds, Inc., a wholly owned subsidiary of Capitol Federal Savings. From August 2002 until his retirement, he also served as President of Capitol Federal Mortgage Reinsurance Company, a wholly owned subsidiary of Capitol Funds, Inc. Prior to that, he served as the Central Region Lending Officer since joining Capitol Federal Savings in 1991. Mr. Huey’s many years of service in various areas of Capitol Federal Savings’ operations and his duties as Executive Vice President and Chief Lending Officer of Capitol Federal Savings bring a special knowledge of the financial, economic, underwriting and regulatory challenges the Company faces and he is well suited to educating the Board on these matters. Carlton A. Ricketts. Mr. Ricketts retired as Executive Vice President, Chief Corporate Services Officer of Capitol Federal Savings and the Company in February 2019, after having held those responsibilities since April 2012. In that role, he directed the operations of Capitol Federal Savings in the areas of Compliance and Risk Management, Information Technology, Human Resources, Facilities, Marketing, Appraisals and the Insurance Agency, in addition to overseeing and participating in examinations with regulators. Mr. Ricketts joined Capitol Federal Savings in February 2007 as Chief Strategic Planning Officer. Before that, he spent 25 years in the electric and gas utility industry as Vice President of Business Services with Missouri Gas Energy and in various capacities for Westar Energy, including as the Vice President responsible for managing the company’s operations in the areas of Investor Relations, Corporate Development, and Labor Relations. Mr. Ricketts’s extensive background in banking, demonstrated leadership and first-hand knowledge of Capitol Federal Savings enhances the Board’s oversight of the Company’s operations and make him a valuable member of the Board.

  9. Executive Officers Who Are Not Also Directors

    Executive Officers Who Are Not Also Directors Set forth below is a description of the business experience for at least the past five years of each executive officer who is not also a director of the Company. Each executive officer’s age is as of September 30, 2024. Kent G. Townsend. Mr. Townsend, age 63, serves as Executive Vice President and Chief Financial Officer of the Bank and the Company. Mr. Townsend also serves as Treasurer for the Company, Capitol Federal Loan Company LP, Capitol Federal Loan Services Company LLC, Capitol Federal Partners, LLC, Capitol Funds, Inc., a wholly owned subsidiary of the Bank (“Capitol Funds”), and Capitol Federal Mortgage Reinsurance Company, a wholly owned subsidiary of Capitol Funds (“CFMRC”). Mr. Townsend was promoted to Executive Vice President, Chief Financial Officer and Treasurer in September 2005. Prior to that, he served as Senior Vice President, a position he held since April 1999, and Controller of the Company, a position he held since March 1999. He has served in similar positions with the Bank since September 1995. He served as the Financial Planning and Analysis Officer with the Bank for three years and other financial related positions since joining the Bank in 1984. Rick C. Jackson. Mr. Jackson, age 59, serves as Executive Vice President and Chief Lending Officer of the Bank and the Company. He also serves as Chief Executive Officer of Capitol Funds and President of CFMRC, Capitol Federal Loan Company LP, Capitol Federal Loan Services Company LLC and Capitol Federal Partners LLC. He joined the Bank in 1993 as Community Development Director, a position he held until March 2017, and has served as Chief Lending Officer since February 2010. Natalie G. Haag. Ms. Haag, age 65, serves as Executive Vice President, General Counsel, and Corporate Secretary of the Bank and the Company. She also serves as Secretary of Capitol Federal Partners LLC, Capitol Federal Loan Company LP and Capitol Federal Loan Services Company LLC. Prior to joining the Bank and the Company in August 2012, Ms. Haag was 2nd Vice President, Director of Governmental Affairs and Assistant General Counsel for Security Benefit Corporation and Security Benefit Life Insurance Company in Topeka, Kansas. Security Benefit provides retirement products and services, including annuities and mutual funds. Ms. Haag was employed by Security Benefit since June 2003. The Security Benefit companies are not parents, subsidiaries or affiliates of the Bank or the Company. Anthony S. Barry. Mr. Barry, age 60, serves as Executive Vice President, Chief Corporate Services Officer of the Bank and the Company. Prior to joining the Bank and the Company in October 2018, Mr. Barry was engaged in the private practice of law for 29 years in real estate and general litigation, with an emphasis in construction law. Mr. Barry also served as a board member of a bank holding company in Arizona from 1998 to 2008. William J. Skrobacz, Jr. Mr. Skrobacz, age 33, has served as Executive Vice President and Chief Retail Operations Officer of the Bank and the Company since April 2023. He joined the Bank as Chief Strategy Officer in July 2021 after obtaining his MBA from The University of Virginia’s Darden School of Business. Starting with amassing experience with Bank customers while working throughout the Bank's branch system, he then continued moving through various departments within the organization helping to implement efficiencies and drive growth within the Bank’s lending and business development efforts, while also familiarizing himself with the Bank’s regulatory environment. Prior to his time at the Bank, he worked for Nuvasive Inc. from 2013-2021 in a Regional Sales and Operations Management capacity. Mr. Skrobacz is the son-in-law of John B. Dicus, the Company’s and the Bank’s Chairman, President and Chief Executive Officer.

  10. Director Compensation

    Director Compensation The members of the Boards of Directors of Capitol Federal Savings and the Company are identical. Each non-employee director receives an annual retainer, paid monthly, one-half of which is for his or her service on Capitol Federal Savings’ Board of Directors and one-half of which is for his or her service on the Company’s Board of Directors. During fiscal year 2024, the combined annual retainer was $72,000 ($36,000 for service on Capitol Federal Savings’ Board of Directors and $36,000 for service on the Company’s Board of Directors). No additional fees are paid for attending Board or Board committee meetings. During fiscal year 2024, Mr. Thompson received $5,000 for serving as the Audit Committee chair. Each outside director receives $1,000 per day for each conference or other meeting attended concerning Capitol Federal Savings and/or Company business that is outside of board meetings. During fiscal year 2024, no outside director attended any such conference or other meeting. During fiscal year 2024, John B. Dicus, Chairman, President and Chief Executive Officer, was paid $12,000 by Capitol Federal Savings and $12,000 by the Company ($24,000 in total) for his service as a director of Capitol Federal Savings and the Company. The following table sets forth certain information regarding the compensation earned by or awarded to each director, other than Mr. Dicus, who served on the Board of Directors of the Company in fiscal year 2024. Compensation payable to Mr. Dicus for his service as a director is included in the “Salary” column of the Summary Compensation Table, under “Executive Compensation.”

  11. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michel’ Philipp Cole | $72,000 | --- | --- | $--- | $72,000 | | Morris J. Huey II | 72,000 | --- | --- | --- | 72,000 | | Jeffrey M. Johnson | 72,000 | --- | --- | --- | 72,000 | | Michael T. McCoy, M.D. | 72,000 | --- | --- | --- | 72,000 | | James G. Morris | 72,000 | --- | --- | --- | 72,000 | | Carlton A. Ricketts | 72,000 | --- | --- | 344 | 72,344 | | Jeffrey R. Thompson | 77,000 | --- | --- | --- | 77,000 |

  12. Director Compensation

    | (1) Includes annual retainers for service on the Boards of Directors of the Company and Capitol Federal Savings. For Mr. Thompson, also includes $5,000 for serving as the Audit Committee chair. | | (2) As of September 30, 2024, the total number of shares underlying the stock options held by each director listed in the table was as follows: Mr. Huey – 10,000 shares; Mr. Johnson – 15,000 shares; Dr. McCoy – 15,000 shares; and Mr. Thompson – 15,000 shares. | | (3) For Mr. Ricketts, represents dividends paid on unvested shares of restricted stock. |

  13. Overview of Compensation Program

    The Company’s primary forms of current compensation for executive officers include base salary, short-term incentive compensation and long-term incentive compensation. The Company has provided long-term compensation in the form of stock option and restricted stock awards and an employee stock ownership plan (“ESOP”). The Company also has a tax-qualified defined contribution retirement plan, health and life insurance benefits and paid time off benefits. The Company offers insurance benefits, including flexible spending accounts for unreimbursed medical expenses and child care expenses, on a pre-tax basis, in which executive officers may participate with the same eligibility requirements as all other employees. As a general matter, we have not offered employment agreements to any of our officers or employees. We currently believe our named executive officers receive sufficient incentives from the existing compensation program that employment agreements are not necessary to induce them to remain with the Company. The Company has entered into change in control severance agreements with each of the NEOs. Each agreement entitles the executive to a severance payment if the executive’s employment is terminated under certain circumstances within six months before or within 24 months after a change in control of the Company. The Company believes these agreements will help incentivize the executives to continue their employment with the Company amid the uncertainty that may arise in the event of a change in control. See “Change in Control Severance Agreements” and “Payments upon Termination or Change in Control.” The Committee meets as needed during the year to consider all aspects of the Company’s compensation program, including a review at least once per year of a tally sheet for each NEO quantifying every component of the NEO’s compensation package, in order to satisfy itself that the total compensation paid to the NEO is reasonable and appropriate. As discussed in greater detail below under “Role of Management,” the Committee meets with management to receive their analyses and recommendations, as requested by the Committee, considers the information provided to the Committee and makes decisions accordingly.

  14. Compensation and Incentive Plan Risk Assessment

    Compensation and Incentive Plan Risk Assessment At the direction of the Compensation Committee, our Audit Services Director with the assistance of our Human Resources Director, reviewed all compensation and incentive programs within the Company to ensure the programs were working as designed and intended. The results of this review indicated that all plans were working as designed and intended and did not allow for compensation benefits beyond those intended by the programs.

  15. Bonus Incentive Plans

    Bonus Incentive Plans All officers of the Company are eligible to receive cash bonuses on an annual basis under the Short Term Performance Plan (“STPP”) based upon the Company’s financial performance and the individual officer’s performance during the fiscal year. The cash awards are generally made in January of the year following the fiscal year end of September 30 (e.g., in January 2023, in the case of the STPP award for the fiscal year ended September 30, 2022) (the “Scheduled Payment Date”). A participant’s STPP award may not exceed the percentage of salary specified in the plan for his or her position level. For the Chairman, President and CEO, the maximum percentage is 60%, and for each of the other NEOs, the maximum percentage is 40%. The STPP is intended to:

  16. Bonus Incentive Plans

    | ● | promote stability of operations and the achievement of earnings targets and business goals; |

  17. Bonus Incentive Plans

    | ● | link executive compensation to specific corporate objectives and individual results; and |

  18. Bonus Incentive Plans

    | ● | provide a competitive reward structure for officers. |

  19. Bonus Incentive Plans

    Generally, in November of each fiscal year, after considering management’s company performance recommendations (see “Role of Management” below), the Committee sets target, maximum and minimum performance levels for that year. The targeted performance level is the most likely performance level forecasted for the Company in the ensuing fiscal year given the operational considerations described below. As discussed below, the Committee considers three targets in order to focus management on the performance of the Company as a whole: efficiency ratio; basic earnings per share and return on average equity. By focusing on the overall performance of the Company, over time the Committee believes the value to the stockholder from management’s performance will be maximized. In seeking to maximize the performance of the Company, management focuses on all critical risks and objectives of the Company. By not taking excessive credit risk and keeping interest rate risk at or below levels established by the Board, it is believed that the Company’s earnings likely will remain strong over time. By managing the amount of capital of the Bank, the Company benefits by having a proper amount of leverage which improves the opportunities to enhance earnings. Focusing on cost control helps to mitigate risks that operating expenses will rise beyond the level at which they are supportable by the Bank’s operating income. As indicated above, the areas of Company performance targeted consist of the efficiency ratio, basic earnings per share and return on average equity. The efficiency ratio is computed by dividing total non-interest expense by the sum of net interest and dividend income and total other income. Basic earnings per share is calculated by dividing net income for the fiscal year by the average basic shares outstanding for the fiscal year. Return on average equity is computed by dividing net income for the fiscal year by the average month end balance of total stockholders’ equity for the thirteen monthly time periods from the prior fiscal year end through the current fiscal year end, ending September 30th. The efficiency ratio, basic earnings per share and return on average equity are equally weighted. In general, the Company performance targets for the STPP are based upon the ensuing year’s forecast of business activity, interest rates, pricing assumptions, operating assumptions and net income determined using market- based assumptions as of September 30th of the just completed fiscal year. The purpose of the efficiency ratio performance target is to focus management on keeping operating expenses under control and at the lowest level possible, while reflecting the impact of interest rates on the operations of the Company. The targets for earnings per share and return on average equity are established based upon the forecasted performance of the Company and anticipated capital management plans for the Company. Forecasted performance includes the Company’s internal forecasts and the forecasts of outside analysts. For fiscal year 2024, the targets were established based upon internally generated (forecasted) performance results and externally generated performance results from independent analysts who cover the Company. The results were weighted 80% for the internally generated results and 20% for the external results. There are two “scales” for each performance target: (i) a “target” scale, which includes increments between the target level of performance and a maximum level of performance, and decrements between the target level of performance and a minimum level of performance; and (ii) an “award” scale, which proceeds at one percent increments beginning at 20% in correspondence to the minimum performance level on the target scale, through 60% in correspondence to the target level of performance on the target scale, and up to 100% in correspondence to the maximum level of performance on the target scale. Plan participants will earn a percentage on the award scale for a particular performance target of between 20% (if performance is at the minimum level of performance on the target scale) and 100% (if performance is at or above the maximum level of performance on the target scale). The percentage earned on the award scale for a particular performance target will be zero if performance is below the minimum level of performance on the target scale. The average of the percentages earned on the award scales for the three performance targets represents the total percentage of the maximum possible STPP award each participant has earned for the Company performance component of the STPP award. In order to pay the full amount of an award under the STPP based on performance above the target level, the Committee must determine that the Company had actual net income for the fiscal year in excess of targeted net income for the fiscal year equal to at least five times the aggregate dollar amount of the portion of the total STPP awards for that year that would be made above the target level. Below is a table showing the targets established and the performance achieved for fiscal years 2024, 2023 and 2022. The “percent of total” columns represent, for each performance target (efficiency ratio, basic earnings per share and return on average equity), the percentage earned on the award scale for that target, based on the level of achievement on the target scale. The “total” column represents the average of the award scale percentages earned for the three performance targets, which, as noted above, represents the total percentage of the maximum possible STPP award that has been earned for the Company performance component of the STPP award. For fiscal year 2024, the level of achievement was below the minimum for basic earnings per share and return on average equity and between the target and the minimum for the efficiency ratio. For fiscal year 2023, for which the Company incurred a net loss, the award scale percentage earned for each performance target was determined to be zero. For fiscal year 2022, the levels of achievement for basic earnings per share and return on average equity were in excess of the maximum, while the level of achievement for the efficiency ratio was between the target and the maximum.

  20. Bonus Incentive Plans

    | | Target | | | Performance | | | Percent of total | | | | | Fiscal Year | Efficiency Ratio | Basic EPS | ROAE | Efficiency Ratio | Basic EPS | ROAE | Efficiency Ratio | Basic EPS | ROAE | Total | | 2024 | 65.49% | $0.36 | 4.62% | 66.91% | $0.29 | 3.69% | 55% | 0% | 0% | 18% | | 2023 | 59.14% | $0.48 | 6.03% | -626.63% | $(0.76) | -9.48% | 0% | 0% | 0% | 0% | | 2022 | 54.59% | $0.56 | 6.16% | 52.39% | $0.62 | 7.16% | 79% | 100% | 100% | 93% |

  21. Bonus Incentive Plans

    Each NEO receives 90% of their STPP award based upon the achievement of the three pre-established financial performance targets of the Company discussed above. This is intended to focus each named executive officer on maximizing the overall performance of the Company and not on achievement of goals in a particular operational area. Because of the predominance of the focus of the NEO bonuses on the overall performance of the Company, specific individual performance goals are not usually set for named executive officers. Instead, each NEO’s individual contribution to the Company’s performance is a subjective determination by the Committee following discussion with the President and CEO, giving consideration to each NEO’s response to the Company’s changing operational needs during the year. If, as was the case for fiscal year 2023, the Company incurs a net loss for the fiscal year, the NEOs will not receive an STPP award. The STPP includes a clawback provision that is applicable to all participants in the plan. Under this provision, any payment made under the STPP that was based upon materially inaccurate financial statements requiring a restatement or was a result of fraud in determining an individual or company performance metric must be paid back if discovered within 24 months of the filing of the inaccurate financial statement(s) or the discovery of the fraud. The STPP repayment, in whole or in part, is at the discretion of the Committee. The Company has also adopted a separate compensation recovery policy that incorporates the requirements of Section 10D of the securities Exchange Act of 1934, as amended, and NASDAQ Listing Rule 5608. The Committee has the authority under the STPP to reduce bonus awards to executive officers that would otherwise be earned, for any reason the Committee believes appropriate. This may be done for all executive officers or for individual executive officers. The Committee did not exercise any such negative discretion with respect to STPP awards for fiscal years 2024 or 2022. As noted above, no STPP awards were made to the NEOs for fiscal year 2023. The Company also maintains a deferred incentive bonus plan (“DIBP”) for executive officers in conjunction with the STPP. The DIBP is administered as an unfunded plan of deferred compensation with all benefits expensed and recorded as liabilities as they are accrued. The purpose of the two plans working together is to provide incentives and awards to executive officers to enhance the Company’s performance and stockholder value over a four-year time horizon. Each named executive officer has the opportunity to defer a minimum of $2,000 and up to 50% (up to a maximum of $100,000) of their cash award under the STPP. The amount deferred receives a 50% match that is accrued by the Company for accounting purposes over a three year mandatory deferral period. The amount deferred plus the 50% match is deemed to have been invested in Company stock on the last business day of the calendar year preceding the receipt of the STPP award at the closing price on that date (e.g., on December 31, 2022, in the case of the STPP award for fiscal year 2022, which was paid in January 2023), in the form of phantom stock. The number of shares of phantom stock deemed purchased receives dividend equivalents as if the stock were owned by the named executive officer. At the end of the mandatory deferral period, the DIBP is paid out in cash and is comprised of the initial amount deferred, the 50% match, the amount of the dividend equivalents on the phantom shares over the deferral period and the increase in the market value of the Company’s stock over the deferral period, if any, on the phantom shares. There is no provision for the reduction of the DIBP award at the end of the mandatory deferral period if the market value of the Company’s stock at that time is lower than the market value at the time of the deemed investment. For participants in the STPP, it is generally required that the recipient be employed by the Bank through the last day of the fiscal year to receive an award. For participants in the DIBP, the recipient must remain continuously employed by the Bank during the mandatory deferral period to receive the Company match, dividend equivalents on the phantom shares over the deferral period and the increase in the market value of the Company’s stock over the deferral period, if any, on the phantom shares. In the event that an NEO leaves the company during the deferral period for reasons other than a change in control, the NEO would be entitled to receive the deferred funds without the Company match or any earnings (including dividend equivalents) on the deferred funds or on the Company match. The incentive bonus amounts awarded to the NEOs for fiscal years 2024 and 2022 under the STPP are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. As noted above, no incentive bonus amounts were awarded to the NEOs for fiscal year 2023 under the STPP.

  22. Stock Incentive Plans

    Stock Incentive Plans The Company’s Stock Incentive Plans are designed to provide incentives for long-term positive performance of the executive officers by aligning their interests with those of our stockholders by providing the executive officer the opportunity to participate in the appreciation, if any, in the Company’s stock price which may occur after the date options are granted. Awards of restricted stock are intended to further align executive officers interests with stockholders’ interest. Awards of stock options and restricted stock currently are made under our 2012 Equity Incentive Plan, which was approved by stockholders in January 2012. The Stock Benefit Committee administers this plan, determines eligibility and grants awards. Since fiscal year 2017, awards have primarily been made in conjunction with the hiring of an eligible officer and promotions. Also, since fiscal year 2017, new awards have primarily been in the form of restricted stock in order to provide award recipients with a direct and immediate sense of equity ownership. In addition, the 2012 Equity Incentive Plan allows stock awards for exceptional performance. No NEO received an equity incentive award during fiscal year 2024. As required by the 2012 Equity Incentive Plan, stock options have an exercise price that is equal to the closing price as of the date of the grant. The Stock Benefit Committee does not take material non-public information into account when determining the timing and terms of options and stock awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  23. Change in Control Benefits

    Change in Control Benefits The Company has entered into agreements with each of the NEOs to provide a severance payment if their employment is terminated under specified circumstances within six months before or 24 months after a change in control of the Company. See “Change in Control Severance Agreements” and “Payments upon Termination or Change in Control.” The terms of our stock options and restricted stock awards provide for accelerated vesting only in the case of a change in control. See “Payments upon Termination or Change in Control.”

  24. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation paid to or earned by the named executive officers for fiscal years 2024, 2023 and 2022:

  25. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John B. Dicus, Chairman | 2024 | $765,539 | $--- | $136,233 | $112,349 | $1,014,121 | | President and Chief Executive | 2023 | 742,939 | --- | --- | 119,092 | 862,031 | | Officer | 2022 | 722,654 | --- | 435,451 | 125,901 | 1,284,006 | | Kent G. Townsend, Executive | 2024 | $416,231 | $--- | $48,940 | $22,500 | $487,671 | | Vice President, Chief | 2023 | 403,469 | --- | --- | 23,396 | 426,865 | | Financial Officer and Treasurer | 2022 | 392,231 | --- | 179,329 | 26,980 | 598,540 | | Rick C. Jackson, Executive | 2024 | $326,463 | $--- | $39,193 | $18,961 | $384,617 | | Vice President and Chief | 2023 | 296,539 | --- | --- | 18,773 | 315,312 | | Lending Officer | 2022 | 285,962 | --- | 131,878 | 22,468 | 440,308 | | Natalie G. Haag, Executive | 2024 | $304,001 | $--- | $37,522 | $20,656 | $362,179 | | Vice President, General Counsel | 2023 | 282,770 | $--- | --- | 18,955 | 301,725 | | and Corporate Secretary | 2022 | 272,692 | --- | 125,820 | 22,603 | 421,115 | | Anthony S. Barry, Executive | 2024 | $283,695 | $--- | $35,209 | $17,985 | $336,889 | | Vice President and Chief | | | | | | | | Corporate Services Officer(5) | | | | | | |

  26. Summary Compensation Table

    | (1) For fiscal years 2024, 2023 and 2022, includes director fees of $24,000 for Mr. Dicus. |

  27. Summary Compensation Table

    | (2) Bonus amounts are reported under the “Non-Equity Incentive Plan Compensation” column. |

  28. Summary Compensation Table

    | (3) Represents incentive bonus amounts awarded for performance in fiscal years 2024 and 2022. No bonuses were awarded for fiscal year 2023. The bonus amounts for fiscal years 2024 and 2022 include Capitol Federal Savings’ matching contributions under the Company’s DIBP to those named executive officers who elected to defer receipt of a portion of their bonus for those fiscal years, as follows: |

  29. Summary Compensation Table

    | | 2024 | 2022 | | John B. Dicus | $27,247 | $50,000 | | Kent G. Townsend | $9,788 | $35,866 | | Rick C. Jackson | $7,839 | $26,376 | | Natalie G. Haag | $7,504 | $25,164 | | Anthony S. Barry | $7,042 | |

  30. Summary Compensation Table

    The amount deferred, if any, plus the matching contribution on the deferred amount is deemed to be invested in the Company’s common stock through the purchase of phantom stock units. There will not be any reduction to the payout amount of the phantom stock units if the stock price has depreciated from the beginning of the deemed investment period of the phantom stock units to the end of such period. Receipt of the matching contribution is contingent on the executive officer remaining employed with the Company for a period of three years following the award of the phantom stock units. For additional information regarding this plan, see “Non-Qualified Deferred Compensation” below.

  31. Summary Compensation Table

    | (4) Amounts include matching contributions under Capitol Federal Savings’ 401(k) plan, values (based on the closing price of the Company’s common stock on the last trading day of the fiscal year) of allocations under the ESOP, term life insurance premiums and earnings (in the form of Company stock price appreciation (depreciation) and dividend equivalents during the fiscal year) accrued by the Company on outstanding phantom stock units awarded under the DIBP. For fiscal year 2024, these include $2,475, $9,634, $4,142 and $11,000 for Mr. Dicus; $2,475, $9,634, $3,381 and $7,010 for Mr. Townsend; $2,475, $9,634, $1,731 and $5,121 for Mr. Jackson; $2,475, $9,634, $3,653 and $4,894 for Ms. Haag; and $2,313, $9,002, $2,144 and $4,526 for Mr. Barry. For Mr. Dicus, the amount for fiscal year 2024 also includes premium on universal life insurance policy of $66,376 and the amount reimbursed for all or part of the tax liability resulting from the payment of such premium of $18,722. |

  32. Summary Compensation Table

    | (5) No compensation information is provided for Mr. Barry for fiscal years 2023 and 2022 because he was not a named executive officer for those fiscal years. |

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  34. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | of Stock or Units (#) | and Option Awards | | John B. Dicus | n/a | $88,248 | $264,744 | $441,240 | --- | --- | | Kent G. Townsend | n/a | $33,040 | $99,120 | $165,200 | --- | --- | | Rick C. Jackson | n/a | $24,400 | $73,200 | $122,000 | --- | --- | | Natalie G. Haag | n/a | $23,360 | $70,080 | $116,800 | --- | --- | | Anthony S. Barry | n/a | $21,920 | $65,760 | $109,600 | --- | --- |

  35. Grants of Plan-Based Awards

    | (1) For each named executive officer, represents the threshold (i.e., lowest), target and maximum amounts that were potentially payable for fiscal year 2024 under the Company’s STPP. The actual amounts earned under these awards for fiscal year 2024 are reflected in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. For additional information regarding the STPP, see “Compensation Discussion and Analysis—Bonus Incentive Plans.” |

  36. Change in Control Severance Agreements

    Change in Control Severance Agreements As noted under “Compensation Discussion and Analysis,” the Company has entered into change in control severance agreements with each of the named executive officers. Each agreement entitles the executive to a severance payment if, within six months before or 24 months after a change in control of the Company, the executive’s employment is terminated by the Company without cause, is terminated as a result of the executive’s death, disability or retirement or is terminated by the executive for “good reason.” The term “good reason” includes a material reassignment of the executive’s duties or a significant reduction in the executive’s authority or responsibility, in each case without his express written consent, a reduction in the executive’s then-current base salary or a failure to provide the executive with substantially the same fringe benefits that were provided to the executive immediately prior to entering into the agreement. The amount of the severance payment under each change in control severance agreement is 2.99 times the executive’s average annual W-2 compensation during the five full calendar years prior to the date of termination of employment. The agreements provide that severance and other payments that are subject to a change in control will be reduced as much as necessary to ensure that no amounts payable to the executive will be considered excess parachute payments under Section 280G of the Internal Revenue Code. For information regarding the amounts that would have been payable to the named executive officers under their change in control severance agreements if their employment had been terminated as of September 30, 2024 under circumstances entitling them to such payments, see “Payments Upon Termination or Change in Control.”

  37. Outstanding Equity Awards at September 30, 2024

    Outstanding Equity Awards at September 30, 2024 The following table provides information regarding the unexercised stock options and stock awards held by each of the named executive officers as of September 30, 2024.

  38. Outstanding Equity Awards at September 30, 2024

    | | Option Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | John B. Dicus | 100,116 (1) | $11.91 | 05/14/2027 | --- | --- | 13,239(3) | 18,733(3) | | | --- | --- | --- | --- | --- | 17,341(4) | 10,318(4) | | Total | 100,116 | | | | | 30,580 | $29,051 | | Kent G. Townsend | --- | --- | --- | --- | --- | 7,516(3) | 10,635(3) | | | --- | --- | --- | --- | --- | 12,439(4) | 7,401(4) | | Total | | | | | | 19,955 | $18,036 | | Rick C. Jackson | 55,910 (2) | $14.43 | 01/26/2025 | --- | --- | 5,435(3) | 7,691(3) | | | --- | --- | --- | --- | --- | 9,147(4) | 5,443(4) | | Total | 55,910 | | | | | 14,582 | $13,134 | | Natalie G. Haag | --- | --- | --- | --- | --- | 5,211(3) | 7,374(3) | | | --- | --- | --- | --- | --- | 8,727(4) | 5,193(4) | | Total | | | | | | 13,938 | $12,567 | | Anthony S. Barry | --- | --- | --- | --- | --- | 4,810(3) | 6,806(3) | | | --- | --- | --- | --- | --- | 8,080(4) | 4,808(4) | | Total | | | | | | 12,890 | $11,614 |

  39. Outstanding Equity Awards at September 30, 2024

    | (1) Represents unexercised option having the following vesting schedule: 25,029 shares on each of January 10, 2013, 2014, 2015 and 2016. |

  40. Outstanding Equity Awards at September 30, 2024

    | (2) Represents unexercised option having the following vesting schedule: approximately 11,182 shares on each of January 26, 2010, 2011, 2012, 2013 and 2014. |

  41. Outstanding Equity Awards at September 30, 2024

    | (3) Represents phantom stock award under Company’s DIBP as a result of deferring the named executive officer’s annual bonus for fiscal year 2021 under the Company’s STPP. The number of phantom stock units was determined by the portion of the bonus deferred plus the Company’s 50% match thereon, divided by the Company’s stock price on December 31, 2021. The phantom stock award will be paid in cash by the second business day following the regularly scheduled board meeting in January 2025, in an amount equal to the appreciation, if any, in the Company’s stock price from December 31, 2021 to December 31, 2024, plus the amount of dividend equivalents credited during that period. The payout value shown in the far-right column represents the stock price appreciation from December 31, 2021 through September 30, 2024, plus the amount of dividend equivalents credited during that period. See “Non-Qualified Deferred Compensation” below. |

  42. Outstanding Equity Awards at September 30, 2024

    | (4) Represents phantom stock award under Company’s DIBP as a result of deferring the named executive officer’s annual bonus for fiscal year 2022 under the Company’s STPP. The number of phantom stock units was determined by the portion of the bonus deferred plus the Company’s 50% match thereon, divided by the Company’s stock price on December 31, 2022. The phantom stock award will be paid in cash by the second business day following the regularly scheduled board meeting in January 2026, in an amount equal to the appreciation, if any, in the Company’s stock price from December 31, 2022 to December 31, 2025, plus the amount of dividend equivalents credited during that period. The payout value shown in the far-right column represents the stock price appreciation from December 31, 2022 through September 30, 2024, plus the amount of dividend equivalents credited during that period. See “Non-Qualified Deferred Compensation” below. |

  43. Option Exercises and Stock Vested

    Option Exercises and Stock Vested During the fiscal year ended September 30, 2024, none of the named executive officers exercised stock options or had shares of restricted stock vest.

  44. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth information about compensation payable to each named executive officer under the Company’s DIBP.

  45. Non-Qualified Deferred Compensation

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance | | Name | in Last FY(1) | in Last FY(2) | in Last FY(3) | Distributions(4) | at Last FYE | | John B. Dicus | $--- | $--- | $11,000 | $103,706 | $329,051 | | Kent G. Townsend | $--- | $--- | $7,010 | $38,809 | $210,798 | | Rick C. Jackson | $--- | $--- | $5,121 | $28,065 | $153,849 | | Natalie G. Haag | $--- | $--- | $4,894 | $26,729 | $147,104 | | Anthony S. Barry | $--- | $--- | $4,526 | $24,673 | $136,018 |

  46. Non-Qualified Deferred Compensation

    | (1) Represents portion of bonus for immediately preceding fiscal year (2023), otherwise payable in last fiscal year (2024), under the STPP deferred by the named executive officer. Because no bonuses were awarded for fiscal year 2023 to the named executive officers, there were no amounts deferred in fiscal year 2024 by the named executive officers. |

  47. Non-Qualified Deferred Compensation

    | (2) Represents match by Capitol Federal Savings on portion of bonus for immediately preceding fiscal year (2023), otherwise payable in last fiscal year (2024), under the STPP deferred by the named executive officer. Because no bonuses were awarded for fiscal year 2023 to the named executive officers, there were no amounts deferred in fiscal year 2024 by the named executive officers and no matching contributions in fiscal year 2024 by Capitol Federal Savings. For this reason, no named executive officer was awarded phantom stock units under the DIBP in fiscal year 2024. |

  48. Non-Qualified Deferred Compensation

    | (3) Represents stock price appreciation (depreciation) and dividend equivalents on phantom stock units from deferrals (and matches thereon) of STPP bonuses for years prior to fiscal year 2024. This amount is reported as compensation for fiscal year 2024 under the "All Other Compensation" column of the Summary Compensation Table. As noted below, there will not be any reduction to the payout amount of the phantom stock units if the stock price has depreciated from the beginning of the deemed investment period of the phantom stock units to the end of such period. |

  49. Non-Qualified Deferred Compensation

    | (4) Represents cash payout during fiscal year 2024 of phantom stock units for deferral (and 50% match thereon) of the STPP bonus for fiscal year 2020. The payout was comprised of appreciation in the Company’s stock price from December 31, 2020 through December 31, 2023 plus dividend equivalents credited during that period. |

  50. Non-Qualified Deferred Compensation

    Under the DIBP, a participating NEO may defer from $2,000 to as much as 50% (up to a maximum of $100,000) of their award under the STPP, which is typically made in the January following the end of the fiscal year for which the STPP award is earned. The total amount deferred plus a 50% match by Capitol Federal Savings is deemed to be invested, in the form of phantom stock units, in Company common stock as of December 31st in the year prior to the STPP award at the closing price on that date (e.g., December 31, 2022, in the case of the STPP award for fiscal year 2022, which was paid in January 2023). On the third anniversary date (e.g., December 31, 2025, in the case of the award for fiscal year 2022), the phantom stock units are deemed sold and each participant will receive shortly thereafter a cash payment equal to the amount deferred, the company match, the dividend equivalents paid on Company common stock during the three-year period, plus the appreciation, if any, of Company common stock. There will not be any reduction to the amount of the cash payment if the deemed investment in Company common stock has depreciated in value from the beginning of the deemed investment period to the end of such period. The payment of these benefits (except for the amount deferred) is subject to the participant’s continued employment by the Bank during the mandatory deferral period and on the distribution date. As discussed under “Compensation Discussion and Analysis—Bonus Incentive Plans,” no STPP award was earned for fiscal year 2023.

  51. Payments upon Termination or Change in Control

    Payments upon Termination or Change in Control As discussed under “ Change in Control Severance Agreements,” the Company has entered into change in control severance agreements with each of the NEOs. Each agreement entitles the executive to a severance payment if, within six months before or 24 months after a change in control of the Company, the executive’s employment is terminated by the Company without cause, is terminated as a result of the executive’s death, disability or retirement or is terminated by the executive for “good reason.” The amount of the severance payment under each change in control severance agreement is 2.99 times the executive’s average annual W-2 compensation during the five full calendar years prior to the date of termination of employment. If their employment had been terminated as of September 30, 2024 under circumstances entitling them to severance payments under their change in control severance agreements, the amounts of the payments to Messrs. Dicus, Townsend and Jackson, Ms. Haag and Mr. Barry would have been approximately $3.3 million, $1.5 million, $1.0 million, $967 thousand and $958 thousand, respectively. The agreements provide that severance and other payments that are subject to a change in control will be reduced as much as necessary to ensure that no amounts payable to the executive will be considered excess parachute payments under Section 280G of the Internal Revenue Code. Under the general terms of stock options granted under the Company’s 2012 Equity Incentive Plan and 2000 Stock Option and Incentive Plan and restricted stock granted under the Company’s 2012 Equity Incentive Plan, upon the occurrence of a change in control of the Company, all unvested stock options and unvested shares of restricted stock will vest. As of September 30, 2024, none of the NEOs held unvested stock options or unvested shares of restricted stock. The Company’s STPP provides that if, within two years following a change in control of the Company, a participant’s employment is terminated other than due to death, disability, retirement, cause or resignation by the participant (other than resignation due to reassignment to a job that is not reasonably equivalent in responsibility or compensation, or that is not in the same geographic area, or resignation within 30 days following a reduction in base pay), then the participant will be paid a pro rata award for the performance year in which his or her termination of employment occurs, with the award amount determined assuming all individual and corporate performance targets have been met. Had any of Messrs. Dicus, Townsend or Jackson, Ms. Haag or Mr. Barry experienced such a termination of employment on September 30, 2024, they would have been entitled to the regular bonus earned for the year, rather than a pro rata award with assumed maximum achievement of performance targets, since the performance period for the year actually ended on that date. The Company’s DIBP provides that if, within two years following a change in control of the Company, a participant’s employment is terminated other than due to death, disability, retirement, cause or resignation by the participant (other than resignation due to reassignment to a job that is not reasonably equivalent in responsibility or compensation, or that is not in the same geographic area, or resignation within 30 days following a reduction in base pay), then the participant will become fully vested in his or her plan account, which shall be paid to him or her within 90 days after the termination date. If Messrs. Dicus, Townsend or Jackson, Ms. Haag or Mr. Barry had experienced such a termination of employment on September 30, 2024, the amounts of their DIBP accounts that would have vested and been payable within 90 days would have been $329,051, $210,798, $153,849, $147,104 and $136,018, respectively. As discussed under “Compensation Discussion and Analysis—Retirement and Other Benefits Generally,” the Company provides a life insurance benefit for every employee who works on average more than 20 hours per week equal to 1.0 times the employee’s base salary, subject to a cap on the total death benefit of $500,000 in the case of Mr. Dicus, $427,000 in the case of Mr. Townsend, $350,000 in the case of Mr. Jackson, $320,000 in the case of Ms. Haag and $300,000 in the case of Mr. Barry. Each of the NEOs participates in this benefit program. Had Messrs. Dicus, Townsend or Jackson, Ms. Haag or Mr. Barry died on September 30, 2024, the death benefit payable under this program would have been $500,000, $427,000, $350,000, $320,000 and $300,000, respectively. As also discussed under “Compensation Discussion and Analysis—Retirement and Other Benefits Generally,” the Company has purchased a life insurance annuity for Mr. Dicus, which includes a $5.0 million death benefit. Accordingly, had Mr. Dicus died on September 30, 2024, a death benefit would have been payable for him in this amount. In addition, as discussed under “Compensation Discussion and Analysis—Retirement and Other Benefits Generally,” the Bank has purchased Bank Owned Life Insurance. Under the terms of the Bank Owned Life Insurance, each insured employee was provided the opportunity to designate a beneficiary to receive a death benefit equal to the insured employee’s base salary as of the date of Board approval of the purchase if the insured dies while employed by the Bank. All the NEOs other than Mr. Barry are covered under Bank Owned Life Insurance purchased by the Bank and have designated beneficiaries. Had Messrs. Dicus, Townsend or Jackson or Ms. Haag died on September 30, 2024, the death benefit payable under the Bank Owned Life Insurance to their beneficiaries would have been $610,481, $330,000, $235,000 and $215,000, respectively.

  52. CEO Pay Ratio

    CEO Pay Ratio For fiscal year 2024, the annual total compensation for our median employee was $39,977 and the annual total compensation for our CEO was $1,014,121. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2024 was 25.4 to 1. We identified the median employee by examining total W-2, Box 1 compensation for all individuals, excluding our CEO, who were employed by us on September 30, 2024. We included all employees, whether employed on a full-time, part-time or seasonal basis. We did not make any cost-of-living adjustments in identifying the median employee. We did not adjust employee compensation with respect to total compensation by annualizing the compensation for any full-time or part-time employees that were not employed by us for all of fiscal year 2024. We are using a new median employee for fiscal year 2024 because we had staffing changes during fiscal year 2024 that we believe would result in a significant change in our pay ratio disclosure. We calculated the median employee’s annual total compensation using the same methodology we use for our named executive officers as set forth in the fiscal year 2024 Summary Compensation Table in this proxy statement.

  53. Pay Versus Performance

    Pay Versus Performance As required by the Dodd-Frank Act and the SEC’s implementing rules, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain measures of financial performance. CAP is calculated in accordance with SEC rules and does not reflect the actual amount of compensation earned or paid during the applicable year. For further information concerning the Company’s compensation philosophy and how the Company seeks to align executive compensation with its performance, see the “Compensation Discussion and Analysis” section above. The following table sets forth, for each of the fiscal years ended September 30, 2024, 2023, 2022, 2021 and 2020, the total compensation, as reported in the “Summary Compensation Table” (“SCT”), of our principal executive officer (“PEO”) and, on average, of our NEOs other than the PEO (the “Non-PEO NEOs”), as well as the CAP to our PEO and average CAP to the Non-PEO NEOs. The table also provides information on our total stockholder return (“TSR”) and the TSR of our selected peer group, our net income, and our basic earnings per share (“EPS”), which represents our company-selected measure per SEC rules.

  54. Pay Versus Performance

    | | | | Average SCT | Average CAP | Year-end value of $100 invested on 09/30/19 | | Net Income | | | Fiscal Year | SCT Total for PEO(1) | CAP to PEO(2) | Total for Non- PEO NEOs(1) | to Non-PEO NEOs(2) | CFFN TSR(3) | Peer TSR(4) | (loss) (in millions)(5) | EPS(6) | | 2024 | $1,014,121 | $1,014,121 | $392,839 | $392,839 | $59.46 | $146.57 | $38.0 | $0.29 | | 2023 | 862,031 | 862,031 | 367,967 | 355,507 | 45.68 | 99.42 | (101.7) | (0.76) | | 2022 | 1,284,006 | 1,284,006 | 488,523 | 483,535 | 73.08 | 102.63 | 84.5 | 0.62 | | 2021 | 1,187,578 | 1,187,578 | 452,315 | 464,816 | 94.25 | 133.58 | 76.1 | 0.56 | | 2020 | 950,448 | 950,448 | 368,794 | 343,636 | 70.83 | 73.42 | 64.5 | 0.47 |

  55. Pay Versus Performance

    | (1) Mr. Dicus served as our PEO for all fiscal years shown. The Non-PEO NEOs for fiscal year 2024 include Messrs. Townsend and Jackson, Ms. Haag and Mr. Barry. The Non-PEO NEOs for fiscal year 2023 include Messrs. Townsend, Jackson, Robert D. Kobbeman and Willliam J. Skrobacz, Jr. The Non-PEO NEOs for fiscal years 2022, 2021 and 2020 include Messrs. Townsend, Jackson and Kobbeman and Ms. Haag. The dollar amounts reported are total compensation in the SCT for the PEO and the average for the Non-PEO NEOs for each covered year. | | (2) These dollar amounts do not reflect actual amounts of compensation paid during the covered year, but reflect adjustments for (i) the year-end fair values of unvested equity awards granted in the covered year, (ii) the year-over-year difference of year-end fair values for unvested awards granted in prior years, (iii) the fair values at vest date for awards granted and vested in the covered year, (iv) the difference between prior year-end fair values and vest date fair values for awards granted in prior years that vested at the end of or during the covered year and (v) the fair value at the end of the prior year of any awards granted in a prior year that failed to meet the applicable vesting conditions (i.e., were forfeited) during the covered year. | | (3) Reflects the cumulative TSR of the Company (“CFFN”) over the five-year period ended September 30, 2024, based on a theoretical $100 invested on the last day of fiscal year 2019 and valued as of the last trading day of fiscal years 2020, 2021, 2022, 2023 and 2024. These calculated values were obtained from S&P Global Market Intelligence. | | (4) Reflects the five-year cumulative TSR of the S&P US BMI Bank Index, calculated in the same manner and using the same source as the CFFN TSR. This is the same peer group used by the Company in the stockholder return performance graph in its Annual Report on Form 10-K for the fiscal year ended September 30, 2024. | | (5) Represents our reported net income (loss) reflected in the Company’s audited financial statements for each fiscal year indicated. | | (6) Represents our reported basic earnings (loss) per share reflected in the Company’s audited financial statements for each fiscal year indicated. |

  56. Calculation of Compensation Actually Paid (“CAP”)

    Calculation of Compensation Actually Paid (“CAP”) To calculate the CAP for our PEO and the average CAP for our Non-PEO NEOs in the table above, the following adjustments were made to total compensation as reported in the SCT for each covered fiscal year.

  57. Calculation of Compensation Actually Paid (“CAP”)

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | PEO | Non-PEO NEOs | | Total compensation from SCT | $1,014,121 | $392,839 | $862,031 | $367,967 | $1,284,006 | $488,523 | $1,187,578 | $452,315 | $950,448 | $368,794 | | Adjustments for equity awards: | | | | | | | | | | | | Grant date fair values in the SCT | --- | --- | --- | (40,147) | --- | --- | --- | --- | --- | --- | | Year-end fair value of unvested awards granted in covered year | --- | --- | --- | 27,308 | --- | --- | --- | --- | --- | --- | | Year-over-year difference of year-end fair values of unvested awards granted in prior years | --- | --- | --- | --- | --- | (6,240) | --- | 8,686 | --- | (26,468) | | Vest date fair values of awards granted and vested in covered year | --- | --- | --- | 966 | --- | --- | --- | --- | --- | --- | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years that vested at end of or during covered year | --- | --- | --- | (587) | --- | 1,252 | --- | 3,815 | --- | 1,310 | | Forfeitures during covered year equal to prior year end fair value of awards granted in prior years | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | CAP (as calculated) | $1,014,121 | $392,839 | $862,031 | $355,507 | $1,284,006 | $483,535 | $1,187,578 | $464,816 | $950,448 | $343,636 |

  58. Performance Measures

    Performance Measures As required by SEC rules, the following have been identified as the three most important financial performance measures used by our Board’s Compensation Committee to link CAP to our fiscal year 2024 NEOs to Company performance. The company-selected measure is denoted with an asterisk.

  59. Performance Measures

    | ● | basic earnings per share* |

  60. Performance Measures

    | ● | efficiency ratio |

  61. Performance Measures

    | ● | return on average equity |

  62. Pay Versus Performance Graphs

    Pay Versus Performance Graphs In accordance with SEC rules, we have prepared the graphs below, which overlay the following performance results with CAP:

  63. Pay Versus Performance Graphs

    | ● | Company TSR versus CAP to the PEO and average CAP to the Non-PEO NEOs for each covered year. |

  64. Pay Versus Performance Graphs

    | ● | Company net income versus CAP to the PEO and average CAP to the Non-PEO NEOs for each covered year. |

  65. Pay Versus Performance Graphs

    | ● | Company basic earnings per share CAP to the PEO and average CAP to the Non-PEO NEOs for each covered year. |

  66. Pay Versus Performance Graphs

    | ● | Company TSR versus peer group TSR for each covered year. |