Robert Hoeweler
About Robert E. Hoeweler
Robert E. Hoeweler, age 77, is the independent Chairman of the Board of CF Bankshares Inc. (CFBK) and CFBank, serving as Chairman since August 24, 2012 and as a director since August 23, 2012. He has deep banking and broad operating experience; since 1980 he has been CEO of family-owned companies including Aluminum Extruded Shapes, Inc. and Hammond Communications Group, as well as distribution, business services, and venture capital entities, and previously chaired two family-led businesses in financial services (a midsized community bank and a major payment processing company) . As Chairman, he sets board agendas with the CEO, presides over meetings, and actively oversees activities and controls across the Company and CFBank; the Board has explicitly determined he is independent under NASDAQ and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aluminum Extruded Shapes, Inc. (manufacturing) | Chief Executive Officer | Since 1980 | Long-term operating leadership in industrial manufacturing |
| Hammond Communications Group (communications) | Chief Executive Officer | Since 1980 | Broad media/communications operating expertise |
| Family-led businesses in financial services | Chairman (prior roles) | Prior to CFBK board | Chaired a midsized community bank and a major payment processing service company; brings banking/payments governance experience |
| Diverse distribution, business services, and VC entities | Chief Executive Officer | Since 1980 | Multi-sector oversight and capital allocation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Major privately held waste management company | Director | Not disclosed | Current board service; privately held, no public-company interlock disclosed |
Board Governance
- Independence: The Board determined Hoeweler and a majority of directors are independent under NASDAQ and SEC rules; CEO Timothy O’Dell is not independent .
- Board leadership: Independent Chairman structure; Chairman sets agendas with CEO, presides over meetings, and actively oversees activities and controls. The Board retains flexibility to combine Chair/CEO roles or appoint a Lead Independent Director if needed .
- Attendance: In 2024, the Board held 12 meetings; no director attended fewer than 75% of Board and committee meetings on which they served. CFBank’s Board (identical composition) also met 12 times .
- Committees and meeting cadence (2024):
- Audit Committee: 11 meetings; Chair Thomas P. Ash; members included Edward W. Cochran, James H. Frauenberg, Robert E. Hoeweler, Sundeep Rana, and David L. Royer. Ash is designated the audit committee financial expert .
- Compensation and Management Development Committee: 1 meeting; Chair Robert E. Hoeweler; members Edward W. Cochran and James H. Frauenberg .
- Corporate Governance and Nominating Committee: 1 meeting; Chair Edward W. Cochran; members Robert E. Hoeweler and David L. Royer .
- Shareholder engagement: Stockholders can communicate directly with Hoeweler via [email protected] (or by mail to the Corporate Secretary) .
- Say-on-Pay signaling: The annual advisory vote on executive compensation has passed by a majority for the last twelve annual meetings; Board recommends annual frequency .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Grants ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | Included in Fees Earned | Included in Fees Earned | 71,610 (restricted stock) | – | 139,335 |
| Notes | Base retainer for non-employee directors was $34,650; additional retainers paid for committee service/chair roles and an extra retainer for the nonexecutive Chairman . | Equity grants to non-employee directors were approved April 30, 2024; grant-date fair value per share was $18.48 . | Hoeweler’s fees earned were $67,725; total compensation $139,335 . |
Performance Compensation (Director)
| Component | Grant Date | Instrument | Terms | Valuation Details |
|---|---|---|---|---|
| Annual director equity | April 30, 2024 | Restricted Stock | Company uses restricted stock for director equity; vesting terms for director grants not separately enumerated beyond equity plan; grants intended to align directors with shareholder value | Grant-date fair value per share: $18.48 |
The Company’s equity plans (2019 Plan, amended May 29, 2024 to expand share reserve) provide for restricted stock that typically vests ratably over three years; options are no longer used for directors and have not been granted in over 11 years .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public-company boards | None disclosed for Hoeweler |
| Investor representation on Board | Castle Creek (9.9% voting cap) has the right to appoint one director; representative Sundeep Rana serves on the Board, a standard private equity governance feature . |
Expertise & Qualifications
- Banking and financial institutions: “Extensive experience in the banking industry” and “intimate familiarity with operations of financial institutions” cited by the Board as rationale for independent Chair leadership .
- Multi-sector operating leadership: CEO experience across manufacturing, communications, distribution, services, and venture capital since 1980 .
- Governance roles: Prior chair roles in community banking and payments; current committee leadership (Compensation Chair) and membership (Audit; Corporate Governance & Nominating) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert E. Hoeweler | 71,062 | 1.4% | Voting and investment power over all reported shares; total Voting Common shares outstanding were 5,216,059 as of April 10, 2025 . |
| Hedging/Pledging | Company policy prohibits short sales and certain hedging transactions for directors, officers, and employees; no pledging disclosed for directors . | ||
| Section 16 compliance | All required insider ownership filings were reported as compliant for 2024 . |
Governance Assessment
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Strengths
- Independent Chair model with clear delineation from CEO role; Board explicitly views independent Chair as enhancing accountability and oversight .
- Active committee leadership: Hoeweler chairs Compensation and participates in Corporate Governance & Nominating and Audit, contributing to pay oversight, director selection, and financial risk oversight .
- Attendance and engagement signals: Full Board cadence (12 meetings), no director below 75% attendance; direct shareholder communication channel for Hoeweler .
- Director equity participation: Annual restricted stock grants enhance alignment; no director options (reduction in risk of option repricing concerns) .
-
Watch items / potential red flags
- Concentration of governance influence: Independent Chair simultaneously chairs the Compensation Committee and sits on the Audit Committee, consolidating significant oversight roles. While permissible and common in small-cap banks, investors may monitor for potential over-centralization of pay and audit oversight .
- Related-party loans: Aggregate loans to directors/executives and related interests totaled $23.3M at year-end 2024, albeit subject to Regulation O and internal policy standards with approvals via Audit Committee; disclosure is programmatic, not individual by director. Continued monitoring for any specific related-party exposures is prudent .
- Investor-appointed director: Castle Creek’s Board seat right is standard but indicates a significant shareholder influence; no conflict noted for Hoeweler, but overall board dynamics warrant periodic review .
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Shareholder feedback signal
- Say-on-Pay has passed at a majority for 12 consecutive years, suggesting stable shareholder support for compensation governance; Board recommends annual say-on-pay .
Overall, Hoeweler brings seasoned banking and multi-sector operating experience, serves as an independent Chair with active committee leadership, and demonstrates alignment via director equity grants. The primary governance risk to watch is the concentration of oversight roles (Compensation Chair, Audit member, independent Chairman) and ongoing scrutiny of related-party lending disclosures, though current policies and committee pre-approval frameworks mitigate conflict risk .