Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses CFBK in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CFBK in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Timothy O'Dell | $517,500 | $0 | $387,450 | $0 | $456,502 | $4,345 | $26,516 | $1,392,313 |
| President and Chief Executive Officer of the Company and Chief Executive Officer of CFBank | ||||||||
| Bradley Ringwald | 336,375 | 0 | 320,565 | 0 | 186,774 | 5,393 | 10,883 | 859,990 |
| President of CFBank | ||||||||
| Kevin Beerman | 222,525 | 0 | 259,505 | 0 | 102,279 | 3,581 | 8,640 | 596,530 |
| Executive Vice President and Chief Financial Officer of the Company and CFBank | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Timothy O'Dell | $1,392,313 | — | — | — |
| Bradley Ringwald | 859,990 | — | — | — |
| Kevin Beerman | 596,530 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Robert E. Hoeweler | Director | 2026-05-21 | D | 1,450 | $0 | $0 | Common | Form 4 ↗ |
| Timothy T. O'Dell | Director | 2026-06-11 | D | 1,932 | 30 | 58,443 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Timothy O'Dell | RSU | — | — | — | — | — | $387,450 |
| Kevin Beerman | RSU | — | — | — | — | — | 259,505 |
| Bradley Ringwald | RSU | — | — | — | — | — | 320,565 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Timothy O'Dell | $387,450 | $0 | $0 | 0.0% |
| Kevin Beerman | 259,505 | 0 | 0 | 0.0% |
| Bradley Ringwald | 320,565 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Timothy O'Dell | RSU | 45,071 | — | $1,124,521 |
| Kevin Beerman | RSU | 12,666 | — | 316,017 |
| Bradley Ringwald | RSU | 15,833 | — | 395,033 |
| Kevin Beerman | RSU | 12,666 | — | 316,017 |
| Bradley Ringwald | RSU | 15,833 | — | 395,033 |
| Timothy O'Dell | RSU | 45,071 | — | 1,124,521 |
The Company's compensation programs are designed to provide market-relevant incentives and rewards to employees in positions of leadership who are largely responsible for the success and growth of the Company and CFBank, and to assist the Company and CFBank in attracting executives and other key employees with experience and ability.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Bank Compensation Consulting (BCC) |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-27 | 3,104,012 | 592,780 | 47,292 | 83.97% | Passed |
| 2025 | 2025-06-04 | 2,468,565 | 515,621 | 27,990 | 82.72% | Passed |
| 2024 | 2024-05-29 | 2,727,193 | 284,154 | 59,112 | 90.56% | Passed |
| 2023 | 2023-06-07 | 3,053,844 | 36,235 | 56,011 | 98.83% | Passed |
| 2022 | 2022-06-01 | 3,260,614 | 23,151 | 67,045 | 99.29% | Passed |
| 2021 | 2021-06-02 | 2,967,408 | 143,921 | 34,826 | 95.37% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-27 | 83.97%a |
| 2025 | 2025-06-04 | 82.72%b |
| 2024 | 2024-05-29 | 90.56%c |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes "FOR" or "AGAINST" this proposal and will have no effect on the outcome of this proposal.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes "FOR" or "AGAINST" this proposal and will have no effect on the outcome of this proposal.”.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes "FOR" or "AGAINST" this proposal and will have no effect on the outcome of this proposal .”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Robert E. HoewelerIndependent · Board Chair · Compensation and Management Development (Chair) · Corporate Governance and Nominating · Audit | $90,300 | $110,700 | $0 | $0 | — | $201,000 |
| David L. RoyerIndependent · Audit · Corporate Governance and Nominating | 58,800 | 88,560 | 0 | 0 | — | 147,360 |
| Thomas P. AshIndependent · Audit (Chair) | 52,500 | 88,560 | 0 | 0 | 3,633 | 144,693 |
| Edward W. CochranIndependent · Audit · Compensation and Management Development · Corporate Governance and Nominating (Chair) | 54,600 | 66,420 | 0 | 0 | — | 121,020 |
| James H. FrauenbergIndependent · Audit · Compensation and Management Development | 46,200 | 66,420 | 0 | 0 | — | 112,620 |
| Sundeep RanaIndependent · Departed during FY | 46,200 | 59,225 | 0 | 0 | — | 105,425 |
| Bradley J. RingwaldEmployee director · Newly elected | 0 | 0 | 0 | — | 0 | 0 |
| Timothy T. O'DellEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $348,600 |
| Equity awards (grant-date value) | $479,885 |
| All other compensation | $3,633 |
| Total cost of the board | $832,118 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | CF Bankshares | 2025 | Timothy O'Dell | $517,500 | $387,450 | $0 | $456,502 | $1,392,313 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Timothy O'Dell | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Summary Compensation Table”. As printed: 1,392,313. Filing ↗machine: t10 · r3 · c20 · span 325946–325955 |
| 2 | Section 01, Bradley Ringwald | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Summary Compensation Table”. As printed: 859,990. Filing ↗machine: t10 · r7 · c20 · span 354828–354835 |
| 3 | Section 01, Kevin Beerman | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Summary Compensation Table”. As printed: 596,530. Filing ↗machine: t10 · r10 · c20 · span 376482–376489 |
| 4 | Section 03, Timothy O'Dell RSU | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “COMPONENTS OF COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t10 · r3 · c8 · span 321848–321855 |
| 5 | Section 03, Kevin Beerman RSU | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “COMPONENTS OF COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t10 · r10 · c8 · span 372382–372389 |
| 6 | Section 03, Bradley Ringwald RSU | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “COMPONENTS OF COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t10 · r7 · c8 · span 350727–350734 |
| 7 | Section 07, pay ratio | 10-K | 2026-03-12 | 0001193125-26-103638 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 8 | Section 08, Robert E. Hoeweler | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Director Compensation”. As printed: 201,000. Filing ↗machine: t8 · r6 · c17 · span 246539–246546 |
| 9 | Section 08, David L. Royer | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Director Compensation”. As printed: 147,360. Filing ↗machine: t8 · r7 · c17 · span 253237–253244 |
| 10 | Section 08, Thomas P. Ash | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Director Compensation”. As printed: 144,693. Filing ↗machine: t8 · r3 · c17 · span 226432–226439 |
| 11 | Section 08, Edward W. Cochran | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Director Compensation”. As printed: 121,020. Filing ↗machine: t8 · r4 · c17 · span 233133–233140 |
| 12 | Section 08, James H. Frauenberg | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Director Compensation”. As printed: 112,620. Filing ↗machine: t8 · r5 · c17 · span 239836–239843 |
| 13 | Section 08, Sundeep Rana | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Director Compensation”. As printed: 105,425. Filing ↗machine: t8 · r8 · c17 · span 260094–260101 |
| 14 | Section 08, Bradley J. Ringwald | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Timothy T. O'Dell | DEF 14A | 2026-04-23 | 0001193125-26-172294 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 02, Robert E. Hoeweler 2026-05-21 | Form 4 | 2026-05-22 | 0001193125-26-236405 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Timothy T. O'Dell 2026-06-11 | Form 4 | 2026-06-15 | 0001193125-26-270966 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 06, 2026 vote | Form 8-K | 2026-05-28 | 0001193125-26-243166 | Item 5.07 · say-on-pay result. As reported: 83.97% (votes for as printed: 3,104,012). Filing ↗ |
| 19 | Section 06, 2025 vote | Form 8-K | 2025-06-04 | 0000950170-25-081621 | Item 5.07 · say-on-pay result. As reported: 82.72% (votes for as printed: 2,468,565). Filing ↗ |
| 20 | Section 06, 2024 vote | Form 8-K | 2024-05-31 | 0001070680-24-000019 | Item 5.07 · say-on-pay result. As reported: 90.56% (votes for as printed: 2,727,193). Filing ↗ |
| 21 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 22 | Section 09b board cost (computed) | Computed | — | computed | Cash 348,600 + equity 479,885 + all other 3,633 = 832,118, summed across the director compensation table rows.machine: formula: Σ = 832,118 |
| 23 | CF Bankshares (subject), Section 10b CEO total | DEF 14A | 2026-04-23 | 0001193125-26-172294 | CEO total compensation as printed in CF Bankshares's own proxy. As printed: 1,392,313. Filing ↗machine: t10 · r3 · c20 · span 325946–325955 |