Kevin Beerman

About Kevin Beerman

Kevin J. Beerman (age 52) is Executive Vice President and Chief Financial Officer of CF Bankshares Inc. and CFBank, N.A., serving as CFO since July 2021 after roles as Senior Financial Officer (2020–2021) and Corporate Controller (2018–2020); he holds a B.S. in Accounting from Capital University, with 25+ years of finance experience including 15+ years in public accounting and five years at a commercial real estate finance company where he served as CFO prior to joining CFBank . During 2022–2024, company TSR (value of initial $100) moved from 104 (2022) to 93 (2023) to 132 (2024) while net income was $18.2m (2022), $16.9m (2023), and $13.4m (2024), with 2024 negatively impacted by higher provision for credit losses .

Past Roles

External Roles

• No public company directorships or external board roles for Mr. Beerman are disclosed beyond the biography provided in the proxy .

Fixed Compensation

Notes

• Employment agreement (effective Jan 25, 2023; current term through Dec 31, 2027) set initial base salary at $215,000 and specifies annual performance bonus opportunities set by the Board; 2023 target bonus opportunity was 50% of base salary .

Performance Compensation

Performance metric design and payout mechanics

• Incentive Compensation Plan metrics may include EPS/earnings, ROE, ROA, NIM, revenue, capital/operating ratios, stock price/TSR, market share, cash flow, capex, growth in deposits/assets, asset/credit quality, regulatory compliance, and strategic objectives; awards are determined vs threshold/target/maximum and require employment on payment date (pro-rated for death/disability/retirement) .
• Deferred Cash Incentive Agreements (DCI): annual award potential set as % of base; for 2024, potential was 20% of base (CFO potential $44,505), with four objectives: Consolidated ROA, Net Interest Margin, Total Loan Growth, and Core Deposit Growth; partial achievement resulted in DCI credits to deferral accounts (company text lists O’Dell $51,654, Ringwald $22,211, Beerman $33,575, while SCT footnote shows O’Dell $51,654, Ringwald $33,575, Beerman $22,211—SCT amounts reconcile to reported totals) .

2024 DCI metric table (targets/weighting not disclosed)

Equity grant timing and form

• Company has not granted stock options in more than 11 years; no option awards to NEOs in 2023–2024; equity awards are restricted stock with three-year ratable vesting beginning on first anniversary of grant date (time-based) .
• On March 24, 2025, Mr. Beerman received 8,000 restricted shares for 2024 performance under the Incentive Compensation Plan, vesting ratably over three years beginning March 24, 2025 .

Equity Ownership & Alignment

Employment Terms

• Agreement and term: Employment agreement effective Jan 25, 2023; current term through Dec 31, 2027 with automatic 12‑month renewals unless notice of non‑renewal ≥30 days before term end .
• Compensation opportunity: Initial base salary $215,000; annual performance bonus opportunity set by Board (2023 target 50% of base); eligible for employee benefit plans and perquisites .
• Severance (non‑CoC): If terminated without cause or for good reason, salary continuation for 12 months plus pro‑rata bonus for the year of termination, payable when and to the extent the bonus would have been paid .
• Change‑of‑control (double‑trigger): If terminated without cause or for good reason within 24 months after a change of control, lump‑sum cash equal to 1.0x (base salary + average bonus paid over prior 24 months), payable within 60 days (subject to regulatory limits and 280G cutback) .
• Restrictive covenants: Non‑solicitation of customers and employees during employment and for the greater of one year or the months of severance after termination; confidentiality and non‑disparagement covenants .
• Clawback: Incentives paid/credited/vested within prior 24 months subject to clawback if directly attributable to materially misleading financials; also subject to any clawbacks required by law or exchange rules .
• DCI plan specifics (alignment/retention): Annual credits to an unfunded deferral account based on performance; each year’s credit normally pays in a lump sum 60 days after the 4th anniversary if employed on that date; full payout at age 67; forfeiture of all benefits if terminated before age 62 (other than death/disability), with Board discretion to pay all/part after age 62; 100% payout upon death, disability, or change of control; above‑market interest credited annually; benefits denied if terminated for cause .

Investment Implications

• Pay-for-performance alignment: Mix tilts toward variable pay (cash incentive, restricted stock, and DCI), with clear use of bank-relevant metrics (ROA, NIM, loan and core deposit growth); equity is time‑vested RS, not options, reducing risk-taking incentives but strengthening retention .
• Near-term vesting/supply: Multiple RS tranches vest in 2025–2027, plus an 8,000‑share grant vesting over 2025–2027; while ownership is <1%, these events can create periodic liquidity windows that may coincide with insider selling pressure if pre‑cleared and within trading windows .
• Retention risk: The DCI plan’s four‑year payout delay and forfeiture before age 62 (absent death/disability) are strong golden handcuffs; severance is modest (12 months; 1.0x on CoC), balancing retention with shareholder protection (regulatory and 280G limits) .
• Alignment and governance: Beneficial ownership of 25,100 shares and prohibition on hedging/short sales support alignment; lack of an explicit pledging ban or published ownership guidelines is a minor governance gap versus best practice for larger banks, though not uncommon for smaller caps .
• Company performance context: 2024 TSR improved (132 vs 93 in 2023) while net income fell to $13.4m due to higher credit loss provisions—compensation actually paid is sensitive to stock performance via RS revaluation, consistent with alignment narrative .

Appendices

Detailed vesting schedule – Unvested RS at 12/31/2024 (Mr. Beerman)

Beneficial ownership snapshot (as of April 10, 2025)

Summary Compensation (excerpts)