Sundeep Rana
About Sundeep Rana
Sundeep Rana, age 43, is an independent director of CF Bankshares Inc. and a Managing Principal of Castle Creek Capital, serving on its Investment Committee; he joined the CFBK board on July 28, 2021 and his current term expires in 2026 . He previously worked as Senior Vice President at PCG Asset Management, LLC, focused on private equity and FDIC-assisted bank investments, and began his career as an analyst at Goldman Sachs; he holds a B.S. in Finance from The Wharton School, summa cum laude, as a Joseph Wharton Scholar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PCG Asset Management, LLC | Senior Vice President | Not disclosed | Led identification, analysis, due diligence and selection of private equity investments; experience with distressed banks/thrifts via FDIC processes |
| Goldman Sachs | Analyst | Not disclosed | Focused on company liquidity, capital, and M&A advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Creek Capital | Managing Principal | Not disclosed | Sits on Investment Committee |
| CFBank, National Association (subsidiary) | Director (Castle Creek representative) | Since July 28, 2021 | Serves as Castle Creek’s designated board representative at CFBank, per investor appointment rights |
Board Governance
- Independence: The Board determined Rana is “independent” under NASDAQ and SEC rules .
- Attendance: In 2024 the Company and CFBank boards each held 12 meetings; no director attended less than 75% of aggregate board and committee meetings during his service .
- Committee Assignments:
- Audit Committee member; not Chair. Audit Committee met 11 times in 2024 .
- Not listed as a member of the Compensation and Management Development Committee (members: Hoeweler (Chair), Cochran, Frauenberg) .
- Not listed as a member of the Corporate Governance and Nominating Committee (members: Cochran (Chair), Hoeweler, Royer) .
- Lead independent role: Chairman of the Board is independent (Robert E. Hoeweler), providing board leadership and accountability; the board can appoint a Lead Independent Director if needed per Corporate Governance Guidelines .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (cash) | $34,650 | Paid in quarterly installments to non-employee directors |
| Committee membership fees | None disclosed for Rana | Additional retainers applied to certain committee roles; Rana’s total cash fees reflect base retainer |
| Committee chair fees | Not applicable to Rana | Chairs: Audit—Ash; Compensation—Hoeweler; Governance—Cochran |
| Other cash/benefits | None disclosed for Rana | “All Other Compensation” column shows “-” for Rana |
Performance Compensation
| Equity Award | Grant Date | Type | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Director equity grant | April 30, 2024 | Restricted stock | $49,434 | Under 2019 Plan, restricted stock vests ratably over three years beginning on first anniversary of grant | Grant-date fair value computed at $18.48 per share |
| Performance metrics tied to director compensation | Not disclosed | — | — | — | Directors are eligible for equity awards under the 2019 Plan; awards are not described as metric-based for directors |
Note: Director fees and restricted stock awards for Rana were paid/issued to Castle Creek Advisors IV, LLC on his behalf .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy |
| Private/non-profit/academic boards | Not disclosed for Rana beyond Castle Creek Capital role |
| Interlocks / investor representation | Castle Creek holds board appointment rights while owning ≥4.9% of outstanding common stock; Rana serves as Castle Creek’s representative on the Company and CFBank boards |
Expertise & Qualifications
- Banking and financial services investing experience; private equity diligence including FDIC-assisted resolutions .
- Early-career analytical focus on liquidity, capital, and M&A advisory at Goldman Sachs .
- Wharton School finance degree, summa cum laude; Joseph Wharton Scholar .
- Audit Committee member; Board determined independence; Audit Committee oversees financial reporting, internal controls, compliance, and related-party transactions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Common Stock Outstanding |
|---|---|---|
| Sundeep Rana (individual) | 459 | Less than 1% |
| Castle Creek Capital Partners VII, LP and affiliate CCC VII (aggregate, incl. max issuable under conversion subject to 9.9% cap) | 539,570 | 9.9% |
Company prohibits directors, officers, and employees from short sales and certain hedging transactions in Company securities; trades allowed only in open windows with pre-clearance processes .
Governance Assessment
-
Strengths
- Board-designated independent director with deep finance/private equity background; serves on Audit Committee that oversees financial risk and reviews related-party transactions .
- Attendance threshold met; active committee cadence (Audit met 11x in 2024) supports engagement .
- Equity grants vest over three years, promoting longer-term orientation; Company has not granted stock options in over 11 years, reducing repricing risks .
- Insider trading policy prohibits short sales and certain hedging, aligning with shareholder-friendly practices .
-
Watch items / potential conflicts
- Investor-appointed director: Castle Creek retains board appointment rights while holding a significant stake; Rana is its representative on both Company and bank subsidiary boards (structural conflict potential) .
- Compensation routing: Director fees and equity awards paid/issued to Castle Creek Advisors IV, LLC on Rana’s behalf (alignment may be through investor entity rather than personal holdings) .
- Personal ownership is minimal (459 shares), while affiliated investor ownership is large (up to 9.9% voting) .
- Related-party credit exposure exists at the Company level (aggregate loans to related persons totaled $23,315,720 at 12/31/2024), though loans must be arms-length and are subject to policy and Audit Committee oversight; no Rana-specific transaction disclosed .
-
Board/Committee structure signals
- Audit Committee includes independent members and an audit committee financial expert (Chair: Thomas P. Ash); Audit Committee pre-approves related-party transactions and oversees external auditor relationships .
- Compensation and Governance Committees composed of independent directors; no indication of Rana’s participation in these committees (reduces direct involvement in director/executive pay setting and nominations) .
Overall signal: Independent, finance-savvy investor representative on Audit; alignment primarily via sponsoring shareholder rather than substantial personal holdings; related-party governance processes and hedging prohibitions mitigate some risks, but investor appointment rights and payment of director compensation to the investor’s advisor entity merit continued monitoring for conflicts and alignment .