Thomas Ash
About Thomas P. Ash
Thomas P. Ash is an independent director of CF Bankshares Inc. (CFBK), age 75, and has served on the board since 1985. He chairs the Audit Committee and is designated an “audit committee financial expert.” His background spans public-sector financial reporting and school district leadership, including GAAP compliance and internal controls, and post-retirement consulting in K‑12 finance. Independence was affirmed by the Board under NASDAQ and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buckeye Association of School Administrators (BASA), Columbus, OH | Director of Governmental Relations | Aug 2005 – Oct 2019 | State-level advocacy; public finance perspective to the Board |
| Mid-Ohio Educational Service Center, Mansfield, OH | Superintendent of Schools | Jan 2000 – Jul 2005 | Financial reporting/analysis; GAAP compliance; internal controls |
| East Liverpool City School District, East Liverpool, OH | Superintendent of Schools | Aug 1984 – Dec 1999 | Financial oversight; staff supervision; internal controls |
| K‑12 Business Consulting | Part-time Consultant | Post-2019 (ongoing) | Financial forecasting; superintendent searches for Ohio school districts |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed in proxy |
| Private/non-profit/academic | — | — | Not disclosed for Mr. Ash beyond K‑12 consulting |
Board Governance
- Committees and roles: Audit Committee Chair; committee members include Ash (Chair), Cochran, Frauenberg, Rana, Royer; the Audit Committee met 11 times in 2024. Compensation and Governance committees exist but Mr. Ash is not listed as a member of those committees in the 2025 proxy .
- Independence: Board determined Mr. Ash is independent under NASDAQ and SEC rules; Board also maintains majority independence and reviews potential conflicts annually .
- Attendance: In 2024, no director attended less than 75% of aggregate Board and assigned committee meetings; Board held 12 meetings, and CFBank’s Board (same composition) held 12 meetings .
- Leadership: Independent Chairman of the Board (Robert E. Hoeweler); the Board may appoint a Lead Independent Director if needed (none disclosed). Risk oversight is allocated: Audit oversees financial/related-party risks; Compensation oversees pay-related risks; Governance oversees Board composition and independence .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual base retainer (policy for non-employee directors) | $34,650 | Paid quarterly; applies to all non-employee directors |
| Fees earned or paid in cash (Thomas P. Ash) | $39,375 | Above base retainer, reflecting committee chair/membership retainers |
| All other compensation (life insurance) | $3,305 | Life insurance benefit cost |
| Total cash + other (Thomas P. Ash) | $42,680 | Sum of cash fees + other compensation (life insurance) |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Instrument Terms |
|---|---|---|---|
| 2019 Equity Incentive Plan restricted stock (non-employee director grant) | Apr 30, 2024 | $58,674 (grant-date fair value) | 2019 Plan provides restricted stock vesting over 3 years, beginning on the first anniversary of grant; fair value per share used for 2024 director grants was $18.48 |
No director-specific performance metrics (e.g., TSR hurdles, EPS targets) are disclosed for director equity awards; grants are time-based under the 2019 Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed for Thomas P. Ash |
| Board-level interlock context | Castle Creek Capital retains rights to appoint one representative while owning ≥4.9% of common; Sundeep Rana (Castle Creek) serves on the board. This is a governance influence, not an Ash-specific interlock . |
Expertise & Qualifications
- Audit committee financial expert designation; ability to read fundamental financial statements; no recent preparation of company financials (independence for Audit Committee under Rule 10A-3) .
- Extensive experience in public-sector financial reporting, GAAP compliance, internal controls, and supervision of finance staff as superintendent .
- Risk oversight: Audit Committee responsibilities include financial reporting integrity, internal controls, independence of auditor, and related-party transaction review .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Voting Common Stock |
|---|---|---|
| Thomas P. Ash | 47,219 | <1% (indicated by “*”) |
Section 16(a) compliance: All required insider ownership filings were timely in 2024, per the company’s review .
Governance Assessment
- Alignment: Ash’s 2024 director compensation mix combines cash retainers and time-vested restricted stock ($58,674 grant fair value; $39,375 cash fees; $3,305 life insurance), reinforcing shareholder alignment via equity .
- Independence and oversight: Board affirmed Ash’s independence; as Audit Chair and financial expert, he leads oversight of financial reporting and related-party transactions—a confidence-enhancing signal for investors .
- Engagement: Board and committee meeting cadence was robust (12 Board; 11 Audit in 2024), and Ash met at least the 75% attendance threshold—supports board effectiveness .
- Conflicts/related party monitoring: Audit Committee pre-approves and annually reviews related-party transactions; aggregate loans to related persons were $23,315,720 as of Dec 31, 2024 and performing (no Ash-specific transactions disclosed). Insider Trading Policy prohibits short sales and certain hedging by directors .
- RED FLAGS to monitor:
- Very long tenure (director since 1985) may prompt investor questions on board refreshment, balanced by ongoing independence determinations and committee performance reviews through the Governance & Nominating Committee .
- Board influence from Castle Creek’s appointment rights (Sundeep Rana) is structural; continued Audit Committee oversight of related-party matters is important for mitigating conflicts .
Overall signal: Ash’s independence, Audit Chair role, financial expertise, and equity ownership support investor confidence; no Ash-specific related-party transactions or pledging are disclosed; monitoring of tenure/refreshment and sponsor influence remains prudent .