Bradley Ringwald
About Bradley Ringwald
Bradley J. Ringwald, 51, is President of CFBank (subsidiary of CF Bankshares Inc.) since October 2022; previously EVP & Chief Commercial Banking Officer from November 2020 to October 2022. He holds a bachelor’s degree in Accounting from Miami University and brings 25+ years of commercial banking and investment banking experience, including senior roles at First Financial Bank and Brady Ware Capital . Pay-versus-performance disclosures emphasize alignment of executive pay with stock performance and net income; the company notes 2024 net income was negatively impacted by higher provision for credit losses and that compensation design considers stock price vs the KBW Nasdaq Index, ROA/NIM, credit quality, and growth in earning assets and core deposits .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CFBank | EVP & Chief Commercial Banking Officer | Nov 2020 – Oct 2022 | Led commercial banking; prior leadership over corporate banking and specialty finance groups . |
| CFBank | President | Oct 2022 – Present | Oversees bank operations and growth initiatives . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Financial Bank | President, Commercial Banking; earlier led corporate banking & specialty finance | 2016 – 2018 (plus earlier roles) | Ran commercial markets, treasury management, specialty lending; leadership across corporate/specialty finance . |
| Brady Ware Capital | Director (investment banking) | 2019 – 2020 | Launched firm’s Cincinnati expansion . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 325,000 | 330,688 |
| Target Bonus % (per employment agreement) | 65% of base salary (2023 opportunity) | Not disclosed |
| Non-Equity Incentive Plan Compensation ($ total) | 171,514 | 164,762 |
| Cash Incentive (ICP) ($) | 143,650 (Derived: 171,514 − 27,864 DCI) | 131,187 |
| Deferred Cash Incentive (DCI) credited ($) | 27,864 | 33,575 |
| Nonqualified Deferred Comp Earnings ($) | 2,599 | 2,312 |
| All Other Compensation ($) | 11,011 | 10,466 |
| Total Compensation ($) | 622,084 | 729,628 |
Notes:
- 2024 ICP cash awards were determined “based on performance in relation to plan”; Ringwald’s cash incentive was $131,187 for 2024 .
- DCI credited amounts reflect a separate deferred cash program in addition to ICP .
Performance Compensation
Incentive Design and 2024 Outcomes (ICP and DCI)
| Element | Structure | 2024 Metrics/Targets | 2024 Payout/Accrual | Timing/Vesting |
|---|---|---|---|---|
| Incentive Compensation Plan (ICP) – Cash | Annual cash bonus tied to performance objectives set by the Compensation Committee . | Company performance vs plan (specific weighting/targets not disclosed) . | $131,187 cash bonus . | Paid after year-end; employment on payment date generally required . |
| Deferred Cash Incentive (DCI) – Deferred cash | Annual deferral % of base salary with performance objectives; credited to unfunded deferral account with fixed interest . | 2024 DCI objectives: Consolidated ROA, Net Interest Margin, Total Loan Growth, Core Deposit Growth; threshold and maximum set for each (weighting not disclosed) . | $33,575 credited (20% of base salary max framework; partial achievement) . | Each annual credit paid in a lump sum ~4 years after credit if still employed; earlier/later per plan (see Employment Terms) . |
Equity Awards
| Grant/Status | Detail | Vesting |
|---|---|---|
| 2024 Stock Awards (grant-date fair value) | $221,400 of restricted stock awards (no options) . | Restricted stock vests over 3 years, one-third on each anniversary . |
| March 24, 2025 award for 2024 performance | 10,000 restricted shares granted to Ringwald; vests ratably over 3 years beginning March 24, 2025 . | 1/3 annually over 3 years starting 3/24/2025 . |
| Options | No stock option awards in 2023 or 2024 . | N/A |
Equity Ownership & Alignment
| Ownership item | Amount/Status |
|---|---|
| Beneficial ownership (as of Apr 10, 2025) | 28,399 shares; <1% of outstanding . Outstanding Voting Common Stock: 5,216,059 shares . Implied ownership ≈0.54% (28,399 / 5,216,059). |
| Unvested restricted stock (12/31/2024) | 11,332 shares unvested; market value $289,419 . |
| Implied vested/other shares | ~17,067 shares (28,399 total − 11,332 unvested) – derived from disclosed totals . |
| New grant overhang | 10,000 restricted shares granted 3/24/2025; vests over 3 years . |
| Hedging/short sales | Company policy prohibits short sales and certain other hedging transactions for directors, officers, employees . |
| Pledging | No explicit pledging disclosure in proxy; policy excerpt addresses hedging/short sales and pre-clearance, not pledging . |
| Ownership guidelines | Not disclosed. |
| Section 16 compliance | All 2024 filing requirements complied with, per Company’s knowledge . |
Employment Terms
| Term | Detail |
|---|---|
| Role and start | President of CFBank since Oct 2022 . |
| Employment agreement | Effective Jan 25, 2023; current term ends Dec 31, 2027, with automatic 12-month renewals unless non-renewed with notice . |
| Base salary (initial under agreement) | $325,000 . |
| Annual bonus opportunity | 65% of base salary for 2023 under the agreement (future targets set by Board/committee) . |
| Severance (no change-in-control) | If involuntary without “cause” or voluntary with “good reason”: salary continuation for 12 months plus pro rata bonus for year of termination (timing as if employed) . |
| Change-in-control (CIC) economics | As amended June 6, 2024: lump sum equal to 1.5× (base salary + average annual bonus over prior 24 months) if terminated without “cause” or resigns for “good reason” within 24 months post-CIC; paid within ~60 days (subject to tax/regulatory limits) . |
| Non-solicit/confidentiality | Non-solicit of customers/employees during term and 1 year after (or longer if severance months exceed 12); confidentiality and non-disparagement covenants . |
| Clawback | Recovery of any incentive paid/credited/vested within prior 24 months if attributable to materially misleading financial statements, plus any legally required clawback . |
| DCI plan distribution/forfeiture | Each annual DCI credit paid in a lump sum no later than ~60 days after the 4-year anniversary if employed; upon reaching age 67, full deferral account paid within ~60 days; termination before age 62 (death/disability excepted) forfeits DCI; after 62, payout at Board’s discretion; deferrals accrue fixed interest . |
Investment Implications
- Pay-for-performance and retention: Mix emphasizes at-risk compensation through cash ICP, multi-year RSU vesting, and a 4-year deferred cash incentive with forfeiture before age 62—strong retention hooks that reduce near-term flight risk .
- CIC economics increased: The June 2024 amendment raised Ringwald’s CIC multiple to 1.5× salary+bonus, increasing potential parachute value and possibly raising acquisition-related payout costs; still subject to regulatory caps and 4999 mitigation .
- Ownership alignment: Ringwald beneficially owns 28,399 shares (~0.54% implied), with 11,332 unvested; alignment exists but is modest vs float; hedging/short sales are prohibited; no pledging restrictions disclosed—monitor for any pledging in future filings .
- Vesting overhang/flow: RSUs vest one-third annually and new 10,000-share grant on 3/24/2025 may create periodic selling pressure at vest dates; watch Section 16 Form 4 activity around open windows .
- Performance levers: Incentives consider ROA, NIM, loan growth, and core deposit growth via DCI, while ICP considers performance versus plan; 2024 cash ICP payout was $131,187 and DCI credit $33,575, indicating partial target attainment in a year with elevated credit provisioning .
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