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As Of Filer Filing For·On·As Docs:Size 3/29/24 CF Bankshares Inc. 10-K 12/31/23 139:38M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 10.20M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 73K
3: EX-4.5 Instrument Defining the Rights of Security Holders HTML 39K
4: EX-21.1 Subsidiaries List HTML 36K
5: EX-23.1 Consent of Expert or Counsel HTML 38K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 79K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 49K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 49K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 43K
15: R1 Document And Entity Information HTML 112K
16: R2 Consolidated Balance Sheets HTML 137K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 51K
18: R4 Consolidated Statements Of Income HTML 173K
19: R5 Consolidated Statements Of Comprehensive Income HTML 60K
20: R6 Consolidated Statements Of Comprehensive Income HTML 39K
(Parenthetical)
21: R7 Consolidated Statements Of Changes In HTML 98K
Stockholders' Equity
22: R8 Consolidated Statements Of Changes In HTML 48K
Stockholders' Equity (Parenthetical)
23: R9 Consolidated Statements Of Changes Of Cash Flows HTML 184K
24: R10 Summary Of Significant Accounting Policies HTML 137K
25: R11 Revenue Recognition HTML 45K
26: R12 Securities HTML 385K
27: R13 Loans And Leases HTML 2.37M
28: R14 Foreclosed Assets HTML 40K
29: R15 Fair Value HTML 575K
30: R16 Loan Servicing HTML 55K
31: R17 Premises And Equipment And Operating Leases HTML 92K
32: R18 Deposits HTML 55K
33: R19 FHLB Advances And Other Debt HTML 185K
34: R20 Subordinated Debentures HTML 50K
35: R21 Benefit Plans HTML 58K
36: R22 Income Taxes HTML 198K
37: R23 Related-Party Transactions HTML 64K
38: R24 Stock-Based Compensation HTML 133K
39: R25 Regulatory Capital Matters HTML 175K
40: R26 Derivative Instruments HTML 163K
41: R27 Loan Commitments And Other Related Activities HTML 84K
42: R28 Parent Company Only Condensed Financial HTML 286K
Information
43: R29 Earnings Per Common Share HTML 128K
44: R30 Contingent Liabilities HTML 40K
45: R31 Accumulated Other Comprehensive Income (Loss) HTML 94K
46: R32 Branch Sale HTML 41K
47: R33 Other Assets Held For Sale HTML 40K
48: R34 Subsequent Event HTML 40K
49: R35 Summary Of Significant Accounting Policies HTML 230K
(Policy)
50: R36 Securities (Tables) HTML 383K
51: R37 Loans And Leases (Tables) HTML 2.36M
52: R38 Fair Value (Tables) HTML 560K
53: R39 Loan Servicing (Tables) HTML 47K
54: R40 Premises And Equipment And Operating Leases HTML 84K
(Tables)
55: R41 Deposits (Tables) HTML 50K
56: R42 FHLB Advances And Other Debt (Tables) HTML 179K
57: R43 Income Taxes (Tables) HTML 189K
58: R44 Related-Party Transactions (Tables) HTML 58K
59: R45 Stock-Based Compensation (Tables) HTML 115K
60: R46 Regulatory Capital Matters (Tables) HTML 161K
61: R47 Derivative Instruments (Tables) HTML 156K
62: R48 Loan Commitments And Other Related Activities HTML 78K
(Tables)
63: R49 Parent Company Only Condensed Financial HTML 287K
Information (Tables)
64: R50 Earnings Per Common Share (Tables) HTML 126K
65: R51 Accumulated Other Comprehensive Income (Loss) HTML 93K
(Tables)
66: R52 Summary of Significant Accounting Policies HTML 103K
(Narrative) (Details)
67: R53 Securities (Narrative) (Details) HTML 58K
68: R54 Securities (Amortized Cost And Fair Value Of HTML 56K
Available-For-Sale Securities Portfolio) (Details)
69: R55 Securities (Securities Classified By Maturity HTML 69K
Date) (Details)
70: R56 Securities (Fair Value Of Securities Pledged) HTML 46K
(Details)
71: R57 Securities (Securities With Unrealized Losses) HTML 67K
(Details)
72: R58 Loans And Leases (Narrative) (Details) HTML 67K
73: R59 Loans And Leases (Recorded Investment In Loans By HTML 72K
Portfolio Segment) (Details)
74: R60 Loans And Leases (Activity In ALLL By Portfolio HTML 105K
Segment) (Details)
75: R61 Loans And Leases (Activity In ALLL Under Prior HTML 75K
GAAP) (Details)
76: R62 Loans And Leases (Schedule Of Collateral-Dependent HTML 61K
Loans By Loan Segment) (Details)
77: R63 Loans And Leases (Balance In ALLL And Recorded HTML 86K
Investment In Loans By Portfolio Segment And Based
On Impairment Method) (Details)
78: R64 Loans And Leases (Individually Evaluated For HTML 73K
Impairment By Class Of Loans) (Details)
79: R65 Loans And Leases (Recorded Investment In HTML 62K
Nonaccrual and Nonperforming Loans By Class Of
Loans) (Details)
80: R66 Loans And Leases (Aging Of Recorded Investment In HTML 115K
Past Due Loans By Class Of Loans) (Details)
81: R67 Loans And Leases (Nonaccrual Loans As Troubled HTML 42K
Debt Restructuring) (Details)
82: R68 Loans And Leases (Recorded Investment In Loans By HTML 191K
Risk Category And Class Of Loans) (Details)
83: R69 Loans And Leases (Components Of Net Investment In HTML 45K
Direct Financing Leases) (Details)
84: R70 Loans And Leases (Summary Of Future Minimum Lease HTML 50K
Payments Receivable) (Details)
85: R71 Foreclosed Assets (Narrative) (Details) HTML 42K
86: R72 Fair Value (Narrative) (Details) HTML 60K
87: R73 Fair Value (Assets And Liabilities Measured At HTML 81K
Fair Value On A Recurring Basis, Including
Financial Assets And Liabilities) (Details)
88: R74 Fair Value (Assets Measured At Fair Value On A HTML 48K
Non-Recurring Basis) (Details)
89: R75 Fair Value (Financial Instruments Measured At Fair HTML 52K
Value On A Non-Recurring Basis) (Details)
90: R76 Fair Value (Aggregate Fair Value, Contractual HTML 40K
Balance And Gain Or Loss) (Details)
91: R77 Fair Value (Total Amount Of Gains And Losses From HTML 44K
Changes In Fair Value Included In Earnings)
(Details)
92: R78 Fair Value (Carrying Amounts And Estimated Fair HTML 116K
Values Of Financial Instruments) (Details)
93: R79 Loan Servicing (Narrative) (Details) HTML 39K
94: R80 Loan Servicing (Principal Balances Of Mortgage HTML 38K
Loans At Year-End) (Details)
95: R81 Premises And Equipment And Operating Leases HTML 48K
(Narrative) (Details)
96: R82 Premises And Equipment And Operating Leases HTML 51K
(Year-End Premises And Equipment) (Details)
97: R83 Premises And Equipment And Operating Leases HTML 56K
(Future Minimum Operating Lease Payments)
(Details)
98: R84 Deposits (Narrative) (Details) HTML 42K
99: R85 Deposits (Scheduled Maturities Of Time Deposits) HTML 49K
(Details)
100: R86 FHLB Advances And Other Debt (Narrative) (Details) HTML 72K
101: R87 FHLB Advances And Other Debt (Schedule Of FHLB HTML 81K
Advances And Other Debt) (Details)
102: R88 FHLB Advances And Other Debt (Schedule Of Federal HTML 53K
Home Loan Advances Pledged By Assets) (Details)
103: R89 FHLB Advances And Other Debt (FHLB Advances And HTML 47K
Other Debt Outstanding Maturity Period) (Details)
104: R90 FHLB Advances And Other Debt (Assets Pledged As HTML 52K
Collateral With FRB) (Details)
105: R91 Subordinated Debentures (Narrative) (Details) HTML 82K
106: R92 Benefit Plans (Narrative) (Details) HTML 79K
107: R93 Income Taxes (Narrative) (Details) HTML 64K
108: R94 Income Taxes (Income Tax Expense) (Details) HTML 48K
109: R95 Income Taxes (Effective Tax Rates Differ From HTML 58K
Federal Statutory Rate) (Details)
110: R96 Income Taxes (Deferred Tax Assets and Liabilities) HTML 70K
(Details)
111: R97 Related-Party Transactions (Narrative) (Details) HTML 38K
112: R98 Related-Party Transactions (Loans To Principal HTML 44K
Officers, Directors And Affiliates) (Details)
113: R99 Stock-Based Compensation (Narrative) (Details) HTML 98K
114: R100 Stock-Based Compensation (Summary Of Stock Option HTML 55K
Activity) (Details)
115: R101 Stock-Based Compensation (Summary Of Changes In HTML 57K
Company's Nonvested Restricted Shares) (Details)
116: R102 Regulatory Capital Matters (Narrative) (Details) HTML 54K
117: R103 Regulatory Capital Matters (Actual And Required HTML 91K
Capital Amounts And Ratios Of CFBank) (Details)
118: R104 Derivative Instruments (Narrative) (Details) HTML 67K
119: R105 Derivative Instruments (Summary Of Derivative HTML 64K
Instruments) (Details)
120: R106 Derivative Instruments (Schedule Of Mortgage HTML 60K
Banking Derivatives) (Details)
121: R107 Derivative Instruments (Schedule Of Notional HTML 38K
Amount Of Loans Sold) (Details)
122: R108 Derivative Instruments (Schedule Of Revenue HTML 46K
Recognized On Mortgage Activities) (Details)
123: R109 Loan Commitments And Other Related Activities HTML 51K
(Narrative) (Details)
124: R110 Loan Commitments And Other Related Activities HTML 47K
(Contractual Amounts Of Financial Instruments With
Off-Balance-Sheet Risk) (Details)
125: R111 Parent Company Only Condensed Financial HTML 82K
Information (Condensed Balance Sheets) (Details)
126: R112 Parent Company Only Condensed Financial HTML 83K
Information (Condensed Statements Of Operations)
(Details)
127: R113 Parent Company Only Condensed Financial HTML 98K
Information (Condensed Statements Of Cash Flows)
(Details)
128: R114 Earnings Per Common Share (Narrative) (Details) HTML 39K
129: R115 Earnings Per Common Share (Computation Of Earnings HTML 93K
Per Share) (Details)
130: R116 Accumulated Other Comprehensive Income (Loss) HTML 58K
(Schedule Of Changes In Accumulated Other
Comprehensive Income (Loss)) (Details)
131: R117 Branch Sale (Narrative) (Details) HTML 43K
132: R118 Other Assets Held For Sale (Narrative) (Details) HTML 41K
133: R119 Subsequent Event (Narrative) (Details) HTML 46K
134: R120 Insider Trading Arrangements HTML 42K
136: XML IDEA XML File -- Filing Summary XML 272K
139: XML XBRL Instance -- cfbk-20231231x10k_htm XML 11.74M
135: EXCEL IDEA Workbook of Financial Report Info XLSX 286K
11: EX-101.CAL XBRL Calculations -- cfbk-20231231_cal XML 400K
12: EX-101.DEF XBRL Definitions -- cfbk-20231231_def XML 1.25M
13: EX-101.LAB XBRL Labels -- cfbk-20231231_lab XML 2.18M
14: EX-101.PRE XBRL Presentations -- cfbk-20231231_pre XML 1.97M
10: EX-101.SCH XBRL Schema -- cfbk-20231231 XSD 306K
137: JSON XBRL Instance as JSON Data -- MetaLinks 827± 1.29M
138: ZIP XBRL Zipped Folder -- 0001070680-24-000006-xbrl Zip 794K
| Exhibit 97 Clawback Policy |
Exhibit 97
Executive Officer Clawback Policy
This Policy has been adopted by the Board as of the Effective Date. This Policy provides for the recovery of Erroneously Awarded Compensation from Executive Officers in the event of an Accounting Restatement. This Policy is intended to comply with, and shall be interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 and the Listing Rule. Capitalized terms used in this Policy have the respective meanings given to them in Section 1 below.
|
1. |
Definitions. For purposes of this Policy, the following capitalized terms have the meanings set forth below. |
|
A. |
“Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
|
B. |
“Accounting Restatement Date” means the earlier to occur of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. |
|
C. |
“Board” means the Board of Directors of the Company. |
|
D. |
“Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Accounting Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years. |
|
E. |
“Code” means the Internal Revenue Code of 1986, as amended. |
|
F. |
“Committee” means the Compensation Committee of the Board. |
|
G. |
“Company” means CF Bankshares Inc., a Delaware corporation. |
|
H. |
“Effective Date” means November 29, 2023. |
|
I. |
“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation received by an
1
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Executive Officer during the Clawback Period that exceeds the amount of Incentive-Based Compensation that otherwise would have been received by such Executive Officer had the Incentive-Based Compensation been determined based on the restated amounts in such Accounting Restatement. The amount of Erroneously Awarded Compensation shall be computed without regard to any taxes paid by the relevant Executive Officer (including any taxes withheld by the Company from the Incentive-Based Compensation paid to such Executive Officer). For Incentive-Based Compensation based on (or derived from) stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the Committee must determine the amount of Erroneously Awarded Compensation related to such Incentive-Based Compensation by making a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq. |
|
J. |
“Exchange Act” means the Securities Exchange Act of 1934, as amended. |
|
K. |
“Executive Officer” means the Company’s current and former president, principal financial officer, principal accounting officer (or if there is not such accounting officer, the controller), any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive Officers of the Company’s parents or subsidiaries are deemed Executive Officers of the Company if they perform such policy-making functions for the Company. Policy-making function is not intended to include policy-making functions that are not significant. Identification of an Executive Officer for purposes of this Policy include individuals deemed to be Executive Officers by the Board and/or the Committee and those executive officers identified by the Company pursuant to 17 CFR 229.401(b). |
|
L. |
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. A Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the SEC to qualify as a Financial Reporting Measure. For purposes of this Policy, Financial Reporting Measure includes, but is not limited to, stock price and total stockholder return. |
|
M. |
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. |
2
|
N. |
“Listing Rule” means Nasdaq Rule 5608. |
|
O. |
“Nasdaq” means The Nasdaq Stock Market. |
|
P. |
“Policy” means this Executive Officer Clawback Policy, as the same may be amended pursuant to the terms hereof. |
|
Q. |
“Rule 10D-1” means Rule 10D-1 promulgated under the Exchange Act. |
|
R. |
“SEC” means the U.S. Securities and Exchange Commission. |
|
2. |
Policy Administration. This Policy will be administered and interpreted by the Committee. The Committee is authorized to make all determinations under this Policy to the extent permitted by the Listing Rule and in compliance with Section 409A of the Code. All determinations made by the Committee pursuant to this Policy will be final and binding on all persons, including the Company and its affiliates, shareholders and Executive Officers, and need not be uniform with respect to each individual subject to the Policy. |
|
3. |
Policy Application. This Policy applies to all Incentive-Based Compensation received by a person: (a) after beginning service as an Executive Officer; (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; (c) while the Company had a class of securities listed on a national securities exchange or a national securities association; and (d) during the Clawback Period. For purposes of this Policy, Incentive-Based Compensation is considered “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period. For the avoidance of doubt, the terms of this Policy apply to any Incentive-Based Compensation received by Executive Officers on or after the Effective Date even if such Incentive-Based Compensation was approved, awarded, granted or paid to Executive Officers before the Effective Date. |
|
4. |
Recovery of Erroneously Awarded Compensation. In the event of an Accounting Restatement, the Company shall reasonably promptly determine and recover the amount of any Erroneously Awarded Compensation received by any Executive Officer, as determined pursuant to this Policy. The Committee shall determine, in its sole and absolute discretion, the timing and method for recovering Erroneously Awarded Compensation, to the extent permitted under the Listing Rule and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code, which may include without limitation (a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling prior cash or equity-based awards, (c) canceling or offsetting against any future payable or planned compensation (including, without limitation, base salary or cash or equity-based awards), (d) forfeiture of deferred compensation and (e) any other method authorized by applicable law or contract. |
3
|
A. |
The Company’s recovery obligation pursuant to this Section 4 shall not apply if any of the following conditions are met and the Committee determines that such recovery would be impracticable: |
|
i. |
The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to Nasdaq; |
|
ii. |
Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation, and provide a copy of the opinion to Nasdaq; or |
|
iii. |
Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code and regulations thereunder. |
|
5. |
Indemnification Prohibition. The Company is prohibited from (a) indemnifying any Executive Officer against the loss of any Erroneously Awarded Compensation and (b) paying, or reimbursing any Executive Officer for, the cost of any insurance to cover any such loss. |
|
6. |
Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including disclosures required by applicable SEC filings. |
|
7. |
Amendment; Termination. The Board may amend this Policy from time to time in its sole and absolute discretion and shall amend this Policy as it deems necessary to comply with applicable laws, rules or regulations, including SEC rules or the rules of any national securities exchange or a national securities association on which the Company’s securities are listed. The Board may terminate this Policy at any time. |
|
8. |
Other Recoupment Rights. The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may, as a condition to the grant of any benefit and employment with the Company or its subsidiaries, require an Executive Officer to acknowledge and agree that any employment agreement, award agreement or other agreement entered into or provided to such Executive Officer shall be subject to the terms of this Policy; provided, however, that the Committee’s failure to do so shall not serve as a waiver of the Company’s rights or such Executive Officer’s obligations under this Policy with respect to any such employment agreement, award agreement or other agreement.
4
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Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law, rule or regulation or pursuant to the terms of any similar policy in any employment agreement, award agreement or similar agreement and any other legal remedies available to the Company. Nothing contained in this Policy, and no recoupment or recovery as contemplated by this Policy, shall limit any claims, damages or other legal remedies the Company or any of its affiliates may have against an Executive Officer arising out of or resulting from any actions or omissions by the Executive Officer. |
|
9. |
Acknowledgement. Each Executive Officer shall sign and return to the Company, within 14 calendar days following the later of (i) the Effective Date or (ii) the date the individual becomes an Executive Officer, the acknowledgement attached hereto as Exhibit A, pursuant to which the Executive Officer agrees to be bound by, and to comply with, the terms and conditions of this Policy. |
|
10. |
Successors. This Policy is binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal representatives. |
|
11. |
Governing Law; Venue. This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of [Ohio], excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising out of or relating to this Policy shall be heard and determined exclusively in the courts of the State of [Ohio], County of [Franklin], or, if it has or can acquire jurisdiction, in the United States District Court for the [Southern] District of [Ohio]. |
5
Exhibit 97
Exhibit A
Executive Officer Clawback Policy
Acknowledgement
Pursuant to the Executive Officer Clawback Policy (as may be amended pursuant to the terms thereof, the “Policy”), the undersigned acknowledges, agrees and confirms that he or she has (i) received and reviewed the Policy and (ii) been identified by the Board and/or Committee as an Executive Officer of the Company. Capitalized terms used but not defined in this Acknowledgement shall have the respective meanings ascribed to them in the Policy.
To the extent of any inconsistency between the Policy and the terms of any employment agreement or other compensation plan, program, arrangement or agreement under which any compensation has been or will be approved, granted, awarded, earned or paid to the undersigned, the terms of the Policy will prevail.
By signing this Acknowledgement, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company or its subsidiaries. In addition, by signing below, the undersigned agrees to be bound by, and to comply with, the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation to the Company to the extent required by, and in a manner consistent with, the Policy.
EXECUTIVE OFFICER
By:______________________________
Name:______________________________
Date:______________________________
A-1
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/29/24 | None on these Dates | ||
| Filed on: | 3/28/24 | |||
| For Period end: | 12/31/23 | |||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/24 CF Bankshares Inc. S-3 6:1.1M Donnelley … Solutions/FA |