Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-15

CF Bankshares (CFBK)

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.

$1,392,313
Timothy O'Dell total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
83.97%
Say-on-pay support, latest vote
Companies that benchmark against CFBK
4 companies name CFBK as a compensation peer

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.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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 Ringwald336,3750320,5650186,7745,39310,883859,990
President of CFBank
Kevin Beerman222,5250259,5050102,2793,5818,640596,530
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Timothy O'Dell$1,392,313
Bradley Ringwald859,990
Kevin Beerman596,530

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

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.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Robert E. HoewelerDirector2026-05-21D1,450$0$0CommonForm 4 ↗
Timothy T. O'DellDirector2026-06-11D1,9323058,443CommonForm 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.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Timothy O'DellRSU$387,450
Kevin BeermanRSU259,505
Bradley RingwaldRSU320,565
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Timothy O'Dell$387,450$0$00.0%
Kevin Beerman259,505000.0%
Bradley Ringwald320,565000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Timothy O'DellRSU45,071$1,124,521
Kevin BeermanRSU12,666316,017
Bradley RingwaldRSU15,833395,033
Kevin BeermanRSU12,666316,017
Bradley RingwaldRSU15,833395,033
Timothy O'DellRSU45,0711,124,521
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantBank Compensation Consulting (BCC)
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-273,104,012592,78047,29283.97%Passed
20252025-06-042,468,565515,62127,99082.72%Passed
20242024-05-292,727,193284,15459,11290.56%Passed
20232023-06-073,053,84436,23556,01198.83%Passed
20222022-06-013,260,61423,15167,04599.29%Passed
20212021-06-022,967,408143,92134,82695.37%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-2783.97%a
20252025-06-0482.72%b
20242024-05-2990.56%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.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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 Nominating58,80088,56000147,360
Thomas P. AshIndependent · Audit (Chair)52,50088,560003,633144,693
Edward W. CochranIndependent · Audit · Compensation and Management Development · Corporate Governance and Nominating (Chair)54,60066,42000121,020
James H. FrauenbergIndependent · Audit · Compensation and Management Development46,20066,42000112,620
Sundeep RanaIndependent · Departed during FY46,20059,22500105,425
Bradley J. RingwaldEmployee director · Newly elected00000
Timothy T. O'DellEmployee director00000
09

Board fee structure and ownership guideline

Annual cash retainer
Annual equity retainer
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)
Stock ownership guideline
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1CF Bankshares2025Timothy 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Timothy O'DellDEF 14A2026-04-230001193125-26-172294Section “Summary Compensation Table”. As printed: 1,392,313. Filing ↗machine: t10 · r3 · c20 · span 325946–325955
2Section 01, Bradley RingwaldDEF 14A2026-04-230001193125-26-172294Section “Summary Compensation Table”. As printed: 859,990. Filing ↗machine: t10 · r7 · c20 · span 354828–354835
3Section 01, Kevin BeermanDEF 14A2026-04-230001193125-26-172294Section “Summary Compensation Table”. As printed: 596,530. Filing ↗machine: t10 · r10 · c20 · span 376482–376489
4Section 03, Timothy O'Dell RSUDEF 14A2026-04-230001193125-26-172294Section “COMPONENTS OF COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t10 · r3 · c8 · span 321848–321855
5Section 03, Kevin Beerman RSUDEF 14A2026-04-230001193125-26-172294Section “COMPONENTS OF COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t10 · r10 · c8 · span 372382–372389
6Section 03, Bradley Ringwald RSUDEF 14A2026-04-230001193125-26-172294Section “COMPONENTS OF COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t10 · r7 · c8 · span 350727–350734
7Section 07, pay ratio10-K2026-03-120001193125-26-103638Section “CEO Pay Ratio”. As printed: —. Filing ↗
8Section 08, Robert E. HoewelerDEF 14A2026-04-230001193125-26-172294Section “Director Compensation”. As printed: 201,000. Filing ↗machine: t8 · r6 · c17 · span 246539–246546
9Section 08, David L. RoyerDEF 14A2026-04-230001193125-26-172294Section “Director Compensation”. As printed: 147,360. Filing ↗machine: t8 · r7 · c17 · span 253237–253244
10Section 08, Thomas P. AshDEF 14A2026-04-230001193125-26-172294Section “Director Compensation”. As printed: 144,693. Filing ↗machine: t8 · r3 · c17 · span 226432–226439
11Section 08, Edward W. CochranDEF 14A2026-04-230001193125-26-172294Section “Director Compensation”. As printed: 121,020. Filing ↗machine: t8 · r4 · c17 · span 233133–233140
12Section 08, James H. FrauenbergDEF 14A2026-04-230001193125-26-172294Section “Director Compensation”. As printed: 112,620. Filing ↗machine: t8 · r5 · c17 · span 239836–239843
13Section 08, Sundeep RanaDEF 14A2026-04-230001193125-26-172294Section “Director Compensation”. As printed: 105,425. Filing ↗machine: t8 · r8 · c17 · span 260094–260101
14Section 08, Bradley J. RingwaldDEF 14A2026-04-230001193125-26-172294Section “Director Compensation”. As printed: 0. Filing ↗
15Section 08, Timothy T. O'DellDEF 14A2026-04-230001193125-26-172294Section “Director Compensation”. As printed: 0. Filing ↗
16Section 02, Robert E. Hoeweler 2026-05-21Form 42026-05-220001193125-26-236405Insider equity transaction reported since the proxy statement. Filing ↗
17Section 02, Timothy T. O'Dell 2026-06-11Form 42026-06-150001193125-26-270966Insider equity transaction reported since the proxy statement. Filing ↗
18Section 06, 2026 voteForm 8-K2026-05-280001193125-26-243166Item 5.07 · say-on-pay result. As reported: 83.97% (votes for as printed: 3,104,012). Filing ↗
19Section 06, 2025 voteForm 8-K2025-06-040000950170-25-081621Item 5.07 · say-on-pay result. As reported: 82.72% (votes for as printed: 2,468,565). Filing ↗
20Section 06, 2024 voteForm 8-K2024-05-310001070680-24-000019Item 5.07 · say-on-pay result. As reported: 90.56% (votes for as printed: 2,727,193). Filing ↗
21Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
22Section 09b board cost (computed)ComputedcomputedCash 348,600 + equity 479,885 + all other 3,633 = 832,118, summed across the director compensation table rows.machine: formula: Σ = 832,118
23CF Bankshares (subject), Section 10b CEO totalDEF 14A2026-04-230001193125-26-172294CEO total compensation as printed in CF Bankshares's own proxy. As printed: 1,392,313. Filing ↗machine: t10 · r3 · c20 · span 325946–325955