James Frauenberg
About James H. Frauenberg
Independent director of CF Bankshares Inc. (CFBK); age 49; director since August 23, 2012. Principal owner of Addison Holdings, LLC since 2007, active in franchising (Five Guys Burgers and Fries; Flip Flop Shops), and formerly Senior Vice President at CheckSmart Financial (1995–2008). The Board identifies him as independent under NASDAQ and SEC rules, citing strong financial and entrepreneurial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CheckSmart Financial | Senior Vice President | 1995–2008 | Financial services leadership; brings credit and consumer finance perspective to the board |
| CF Bankshares Inc. | Director | Since Aug 23, 2012 | Independent director; Audit and Compensation Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Addison Holdings, LLC | Principal Owner | Since 2007 | Owns/operates franchises (Five Guys Burgers and Fries; Flip Flop Shops) |
Board Governance
- Independence: The Board determined Frauenberg is independent under NASDAQ and SEC standards .
- Committees:
- Audit Committee member; committee met 11 times in 2024; Audit Chair is Thomas P. Ash; Ash designated “financial expert” .
- Compensation & Management Development Committee member; committee met once in 2024; Chair is Robert E. Hoeweler .
- Attendance and engagement:
- Board met 12 times in 2024; bank board met monthly (12 times). No director attended less than 75% of combined Board/committee meetings; all directors attended last year’s annual stockholder meeting .
- Board leadership: Independent Chairman (Robert E. Hoeweler); no lead independent director; Board emphasizes flexible leadership structure and robust risk oversight via committees .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual base retainer (cash) | $34,650 | FY 2024 | Paid quarterly to each non-employee director |
| Committee/Chair retainers | Included in totals | FY 2024 | Additional retainers paid to certain committee members/chairs; Frauenberg not listed as a chair |
| Total fees earned (cash) | $34,650 | FY 2024 | Frauenberg’s cash compensation |
Performance Compensation
| Element | Grant Date | Grant Type | Grant-Date Fair Value Basis | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual director equity grant | Apr 30, 2024 | Restricted Stock | $18.48 per share (FASB ASC 718) | 3-year ratable vesting (1/3 annually) | None disclosed for director grants (time-based vesting) |
Directors are eligible for restricted stock under the 2019 Equity Incentive Plan; shares vest over three years. Director equity awards are time-vested; no director-specific performance metrics are disclosed for these grants .
Other Directorships & Interlocks
- No other public company board roles are disclosed in Frauenberg’s biography; his external activities are private business/franchising .
Expertise & Qualifications
- Financial and entrepreneurial skills from consumer finance and multi-unit franchising; brings insight and judgment valuable to CFBK .
- Independent oversight roles on Audit and Compensation committees contribute to risk, controls, and pay governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Common Stock Outstanding | Notes |
|---|---|---|---|
| James H. Frauenberg | 191,647 | 3.7% | Voting/investment power per company table; outstanding shares basis: 5,216,059 as of Apr 10, 2025 |
Section 16(a): Company reports all required filings were timely in 2024 for directors and 10% owners . Insider Trading Policy: Prohibits short sales and certain hedging transactions in company stock (alignment-positive) .
Governance Assessment
- Positive signals:
- Independence affirmed; active committee service on Audit and Compensation, supporting financial reporting integrity and pay governance .
- Solid engagement: Board and bank board met 12 times; no director below 75% attendance; all directors attended the annual meeting .
- Ownership alignment: Material personal stake (3.7%); director equity grants with multi-year vesting strengthen long-term alignment .
- Board leadership and risk oversight: Independent chair; committee-based risk oversight; Audit Committee pre-approves related-party transactions and oversees financial risk .
- Shareholder feedback context: “Say on Pay” approvals have passed by majority for the last twelve annual meetings (signals general investor support for compensation governance) .
- Watch items / potential red flags:
- Compensation Committee met only once in 2024, which may constrain cadence of pay oversight relative to peers; monitor meeting frequency and depth going forward .
- Related-party loans to directors/executives/family totaled $23.3M at YE 2024; while policy requires market terms and Audit Committee oversight, aggregate exposure warrants ongoing scrutiny (no individual breakdown provided) .
- No disclosure of director stock ownership guidelines or pledging status; absence of explicit pledging disclosure keeps residual alignment risk unknown .
Overall, Frauenberg presents as an independent, engaged director with meaningful ownership and relevant financial/entrepreneurial expertise, serving on core governance committees. Continued monitoring of Compensation Committee activity and related-party lending exposure is advisable for board effectiveness and investor confidence .