Edward Cochran
About Edward W. Cochran
Edward W. Cochran is an independent director of CF Bankshares Inc., age 76, serving since December 19, 2012, with his current term expiring in 2027. He holds an undergraduate degree from Harvard University (Harvard National Scholar) and a J.D. from Columbia University Law School; he has practiced law for over 49 years and is admitted before the U.S. Supreme Court, multiple federal circuits, and Ohio courts, bringing a strong legal and regulatory lens to the board . The Board has affirmatively determined he is independent under NASDAQ and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private law practice (Cleveland, OH) | Attorney | 1975–present | Regulatory and legal expertise; admitted before U.S. Supreme Court and multiple circuits |
| Various business interests | Investor | Not disclosed | Brings investor perspective and Cleveland market relationships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| No other public company directorships disclosed | — | — | No public company board interlocks disclosed in the proxy |
Board Governance
| Item | 2024 |
|---|---|
| Independence status | Independent (NASDAQ/SEC) |
| Board committees | Audit Committee member; Compensation & Management Development Committee member; Corporate Governance & Nominating Committee Chair |
| Board meetings held | Company Board: 12; CFBank Board: 12 |
| Committee meetings | Audit: 11; Compensation: 1; Corporate Governance & Nominating: 1 |
| Attendance | No director attended less than 75% of aggregate board+committee meetings in 2024 (i.e., Cochran met ≥75% attendance) |
| Annual shareholder meeting attendance | All then-current directors attended last year’s annual meeting |
| Shareholder proxy engagement | Named as a proxy on the 2025 proxy card (with Chairman Robert E. Hoeweler) |
| Board leadership context | Independent Chairman; Board retains flexibility on leadership structure and may appoint a Lead Independent Director if needed |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual base cash retainer ($) | $34,650 |
| Fees earned or paid in cash ($) | $40,950 |
| All other compensation ($) | $0 (dash shown in director table) |
| Total director compensation ($) | $90,384 |
Notes: Non-employee directors may receive additional retainers for committee service and chair roles; specific fee amounts per committee/chair are not itemized in the proxy .
Performance Compensation
| Metric | 2024 |
|---|---|
| Stock awards ($) | $49,434 (restricted stock) |
| Grant date | April 30, 2024 |
| Grant-date fair value per share ($) | $18.48 |
| Vesting schedule | Restricted stock vests over three years, one-third annually per plan |
No option grants are disclosed for non-employee directors in 2024; awards were restricted stock per the Compensation Committee action .
Other Directorships & Interlocks
- No public company boards for Cochran are disclosed; no competitive interlocks are indicated in the proxy .
- Castle Creek Capital has board representation (Sundeep Rana), but Cochran is unaffiliated; this is noted for board dynamics and shareholder representation context .
Expertise & Qualifications
- Harvard undergraduate (Harvard National Scholar) and Columbia Law School (JD); admitted before U.S. Supreme Court and multiple federal circuits .
- Legal, regulatory, and investor experience; strong relationships in Cleveland; valuable for governance and compliance oversight .
- Independent director; Chair of Corporate Governance & Nominating—leads nominations, board performance reviews, and governance oversight .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Voting Common Stock | Ownership Nature |
|---|---|---|---|
| April 10, 2025 | 349,913 | 6.7% | Sole voting and investment power |
Company imposes a 10% voting cap under its charter to limit control concentration; Cochran’s ownership is below that cap . Insider Trading Policy prohibits short sales and hedging by directors/officers .
Governance Assessment
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Strengths:
- Independence and high engagement (≥75% attendance; annual meeting participation) support board effectiveness .
- Chair, Corporate Governance & Nominating, and member of Audit and Compensation—deep involvement in nominations, related-party oversight, and pay governance .
- Material share ownership (6.7%) aligns incentives with shareholders; policy framework (10% voting cap; hedging prohibitions) mitigates control/hedging risks .
- Board committee infrastructure and charters in place; independent Chairman .
-
Watch items / potential conflicts:
- Related-party loans to directors/executives totaled $23,315,720 at 12/31/2024 (aggregate, not individual)—Audit Committee pre-approves and monitors, and loans must be on market terms; continued scrutiny is warranted given Cochran’s Audit Committee role .
- Significant personal stake (6.7%) may amplify influence on nominations/compensation via committee roles; the Board’s independence determination and charter checks are mitigating factors .
-
Shareholder sentiment signal:
- “Say on Pay” proposals have been approved by a majority for the last twelve annual meetings, suggesting stable support for compensation governance; frequency recommendation remains annual .
Overall: Cochran’s independence, committee leadership, and legal/regulatory credentials bolster governance quality. His sizable shareholding supports alignment but calls for sustained transparency on any related-party exposures and rigorous committee oversight, particularly in Audit and Nominating functions .