CFBK CF Bankshares Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2024

CF BANKSHARES INC.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

First Amendment to Employment Agreement with Timothy T. O’Dell

On June 6, 2023, CF Bankshares Inc. (the “Company”) and its wholly-owned subsidiary, CFBank, National Association (the “Bank”), entered into a First Amendment (the “O’Dell First Amendment”) to the Employment Agreement dated April 22, 2019, with Timothy T. O’Dell, President and Chief Executive Officer of the Company and Chief Executive Officer of CFBank (the “O’Dell Employment Agreement”). The O’Dell First Amendment amends Section 4(b) of the O’Dell Employment Agreement to modify the calculation of the amount of the lump sum cash payment payable to Mr. O’Dell in connection with a Change of Control (as defined in the O’Dell Employment Agreement”). The amendment was made to, among other things, account for the fact that a significant portion of Mr. O’Dell’s annual bonus may be paid to Mr. O’Dell in the form of equity compensation as opposed to cash compensation.

As revised, if the Bank has a Change of Control, and Mr. O’Dell’s employment is terminated by the Bank without “cause” or by Mr. O’Dell for “good reason” during the first 24 months following the Change of Control, subject to certain conditions set forth in the O’Dell Employment Agreement, Section 4(b) of the O’Dell Employment Agreement provides that the Bank will pay to Mr. O’Dell a lump sum cash amount equal to two (2) times the sum of (a) Mr. O’Dell’s base salary and (ii) (A) the aggregate amount of all cash bonuses and equity compensation paid to Mr. O’Dell during the two full fiscal years preceding the fiscal year in which Mr. O’Dell’s termination of employment occurs, divided by (B) two. For purposes of this calculation, the amount of any equity compensation will be the fair market value of such equity compensation as of the date on which it is granted.

The O’Dell First Amendment also amended Section 3(b) of the O’Dell Employment Agreement to clarify the process and timing by which the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board will determine the amount and form (i.e., cash, Common Stock of the Company, or a combination of cash and Common Stock of the Company) of the annual performance bonus payable to Mr. O’Dell. For 2024, Mr. O’Dell’s bonus opportunity was set at 125% of his base salary (unchanged from 2023).

The foregoing description of the O’Dell First Amendment provides only a summary of its material terms and does not purport to be complete, and is qualified in its entirety by reference to the O’Dell First Amendment and the O’Dell Employment Agreement, which are filed or incorporated by reference as Exhibits to this Current Report on Form 8-K.

First Amendment to Employment Agreement with Bradley Ringwald

On June 6, 2023, the Company and the Bank also entered into a First Amendment (the “Ringwald First Amendment”) to the Employment Agreement dated January 25, 2023, with Bradley Ringwald, President of the Bank (the “Ringwald Employment Agreement”).

The Ringwald First Amendment amends Section 4(b) of the Ringwald Employment Agreement to increase the multiple used in calculating the amount of the lump sum cash payment payable to Mr. Ringwald in connection with a Change of Control (as defined in the Ringwald Employment Agreement). As revised, if the Bank has a Change of Control, and Mr. Ringwald’s employment is terminated by the Bank without “cause” or by Mr. Ringwald for “good reason” during the first 24 months following the Change of Control, subject to certain conditions set forth in the Ringwald Employment Agreement, the Bank will pay to Mr. Ringwald a lump sum cash amount equal to one and one-half (1 ½) times the sum of Mr. Ringwald’s annual base salary and the average annual bonus paid to Mr. Ringwald over the prior 24-month period.

The foregoing description of the Ringwald First Amendment provides only a summary of its material terms and does not purport to be complete, and is qualified in its entirety by reference to the Ringwald First Amendment and the Ringwald Employment Agreement, which are filed or incorporated by reference as Exhibits to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits

‎

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT



THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this  “Amendment”) is entered into to be effective as of June 6, 2024 (the “Effective Date”), by and among Central Federal Corporation (the “Corporation”), its wholly-owned subsidiary, CF Bank (the “Bank” and, collectively with the Corporation, the “Employer”), and Timothy T. O’Dell, an individual (the “Executive”)



WHEREAS, the Employer and the Executive entered into that certain Employment Agreement effective as of April 22, 2019 (the “Agreement”);



WHEREAS, pursuant to Section 14 of the Agreement, the Agreement may be amended only by mutual written agreement of the Employer and the Executive;



WHEREAS, the Employer and the Executive desire to amend the Agreement as described in this Amendment; and



WHEREAS, capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the Effective Date, the Agreement is hereby amended as follows:





(b)Performance Bonus.  The Executive shall be eligible to receive an annual performance bonus (the “Bonus”) contingent upon the satisfaction of reasonable performance goals established in good faith by the Board or the Compensation Committee of the Board from time to time.  The Bonus opportunity for 2024 shall be 125% of Executive’s Base Salary.  The Bonus opportunity for subsequent years shall be determined by the Board or the Compensation Committee of the Board in its discretion based.  Following the end of each year and the completion of the internal financial statements and processes required for the Compensation Committee to determine the extent to which the performance goals have been achieved for calculating the Executive’s Bonus for such year, the Compensation Committee will meet with the Executive to discuss the amount and payment of the Bonus, which may be paid in cash, Common Stock of the Corporation, or a combination of cash and Common Stock of the Corporation.  Following such meeting, the Compensation Committee will promptly determine (subject to final approval by the Board to the extent required) the final amount and form of payment of the Bonus and authorize the payment of such Bonus to the Executive on a date no later than thirty (30) days thereafter.





(b)Change of Control Benefit.  If the Bank has a Change of Control (as defined in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the Executive’s employment is terminated by the Bank without Cause, or by the Executive for Good Reason, before the second anniversary of the date of such Change of Control, subject to the conditions set forth in Section 5, the Bank shall pay to the Executive a lump sum cash amount equal to two (2) times the sum of (i) the Executive’s Base Salary and (ii) the quotient of (A) the aggregate amount of all cash bonuses and equity compensation paid to the Executive during the two full fiscal years preceding the fiscal year in which the Executive’s termination of employment occurs, divided by (B) two; provided that, for purposes of clause (ii), the amount of any equity compensation shall be the fair market value of such equity compensation as of the date on which it is granted.  Such lump sum shall be paid within sixty (60) days following the Executive’s termination, provided that, if the sixty (60) day window would span two years, the payment will be made in the second year.  In addition, all stock options and other equity awards granted by the Corporation to the Executive shall be fully vested as of the date of the Change in Control and such stock options shall remain exercisable for the full option exercise period that would have applied had the Executive remained employed.











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IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of the Effective Date.



CENTRAL FEDERAL CORPORATION







CF BANK







EXECUTIVE





FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT



THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this  “Amendment”) is entered into to be effective as of June 6, 2024 (the “Effective Date”), by and among CF Bankshares Inc. (the “Corporation”), its wholly-owned subsidiary, CF Bank (the “Bank” and, collectively with the Corporation, the “Employer”), and Bradley Ringwald, an individual (the “Executive”)



WHEREAS, the Employer and the Executive entered into that certain Employment Agreement effective as of January 25, 2023 (the “Agreement”);



WHEREAS, pursuant to Section 14 of the Agreement, the Agreement may be amended only by mutual written agreement of the Employer and the Executive;



WHEREAS, the Employer and the Executive desire to amend the Agreement as described in this Amendment; and



WHEREAS, capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, effective as of the Effective Date, the Agreement is hereby amended as follows:





(b)Change of Control Benefit.    If the Bank has a Change of Control (as defined in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the Executive’s employment is terminated by the Bank without Cause, or by the Executive for Good Reason, before the second anniversary of the date of such Change of Control, subject to the conditions set forth in Section 5, the Bank shall pay to the Executive a lump sum cash amount equal to one and one-half (1 ½) times the sum of the Executive’s annual Base Salary and the average annual bonus paid to the Executive over the prior 24 month period. Such lump sum shall be paid within sixty (60) days following the Executive’s termination, provided that, if the sixty (60) day window would span two years, the payment will be made in the second year.











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IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of the Effective Date.



CF BANKSHARES INC.







CF BANK, NATIONAL ASSOCIATION







EXECUTIVE