Timothy O'Dell
About Timothy O'Dell
Timothy T. O’Dell (age 71) is President & CEO of CF Bankshares Inc. and CEO of CFBank, serving since August 2012; he has been a director since August 23, 2012 and holds a B.B.A. from Marshall University . Over 22 years at Fifth Third Bank, he was a senior executive for 12 years, leading Central Ohio growth of $4B in deposits and $5B in loans, and previously managed the Asset Based Lending Division . Pay-versus-performance disclosure shows compensation actually paid to the CEO rose to $1.894M in 2024, while 3-year cumulative TSR implied a $100 investment moved to $132 in 2024 (from $104 in 2022), and net income declined to $13.4M in 2024 (from $18.2M in 2022) due to higher credit provision .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fifth Third Bank (Central Ohio) | President & CEO; EVP and senior lender; led Commercial Banking and real estate divisions | 22 years total; 12 years as senior executive | Drove +$4B deposits and +$5B loans growth via organic and acquisitions; managed Asset Based Lending Division |
| Consulting & Investment Company (pre-CFBank) | Owner/operator providing advisory services to private enterprises | Years not disclosed (prior to 2012) | Advised construction, healthcare, real estate and professional services companies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Archie Griffin Scholarship Board | Board member | Not disclosed | Education-focused community support |
| National Church Residences | Foundation and audit committees | Not disclosed | Non-profit governance and financial oversight |
| Columbus Chamber of Commerce | Board member | Not disclosed | Regional business advocacy |
| The Ohio State University Medical Center | Board member | Not disclosed | Healthcare governance |
| Ohio TechAngel Venture Fund | Founding investor | Not disclosed | Early-stage investment ecosystem participation |
Board Governance
- Board service: Director since August 23, 2012; term expires in 2027 .
- Independence: Not independent due to CEO role; Board identifies six independent directors; current independent Chairman is Robert E. Hoeweler (Chair since 2012), providing separation of chair and CEO responsibilities .
- Committees: 2024 Audit, Compensation & Management Development, and Corporate Governance & Nominating committees listed members do not include O’Dell (indicating he is not a member) .
- Attendance: Board held 12 meetings in 2024; no director attended less than 75% of board and committee meetings .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 508,750 | 25,908 | Other comp includes 401(k) match, car/mobile allowances, referral incentives, group life premiums |
| 2023 | 500,000 | 31,380 | O’Dell voluntarily reduced his 2023 cash incentive by $300,000 |
| Agreement terms | ≥315,000 base minimum | — | Employment agreement term to Dec 31, 2027; annual review for extension |
Performance Compensation
Incentive Compensation (Cash and Equity)
| Component | 2024 Detail | Payout ($) | Mechanics |
|---|---|---|---|
| Cash incentive (Incentive Compensation Plan) | Based on Company performance vs plan | 381,009 | Awards approved by Compensation Committee under plan criteria; cash paid in 2025 for 2024 performance |
| Restricted stock grants (2019 Plan) | 15,000 shares granted Apr 11, 2024; 17,500 shares granted Jun 11, 2024 | Grant-date fair values included in 2024 “Stock Awards” total $624,650 | 3-year ratable vesting; one-third on each anniversary of grant date |
| Deferred Cash Incentive (DCI) | 2024 DCI award credited to deferral account | 51,654 | Potential set at 20% of base; payout based on partial attainment of metrics; interest credited; 4-year normal distribution or at age 75 |
DCI Performance Metrics and Payout
| Metric | Weighting | Target | Actual | Payout Allocation | Vesting / Distribution |
|---|---|---|---|---|---|
| Consolidated Return on Assets | Not disclosed | Threshold/Max set (values not disclosed) | Not disclosed | Part of $51,654 credited to deferral account | Lump sum 4 years after credit; full payout at age 75; change-in-control accelerates to 100% within 60 days |
| Net Interest Margin | Not disclosed | Threshold/Max set (values not disclosed) | Not disclosed | See above | See above |
| Total Loan Growth | Not disclosed | Threshold/Max set (values not disclosed) | Not disclosed | See above | See above |
| Core Deposit Growth | Not disclosed | Threshold/Max set (values not disclosed) | Not disclosed | See above | See above |
Outstanding Equity Awards and Vesting Schedule
| As of Dec 31, 2024 | Unvested Restricted Shares (#) | Market Value ($) |
|---|---|---|
| Timothy T. O’Dell | 49,310 | 1,259,377 (at $25.54/share) |
| Vesting Date | Shares (O’Dell) |
|---|---|
| Jan 25, 2025 | 5,905 |
| Apr 11, 2025 | 5,000 |
| May 25, 2025 | 5,000 |
| Jun 11, 2025 | 5,834 |
| Jan 25, 2026 | 5,905 |
| Apr 11, 2026 | 5,000 |
| Jun 11, 2026 | 5,833 |
| Apr 11, 2027 | 5,000 |
| Jun 11, 2027 | 5,833 |
| Total | 49,310 |
No stock options granted in 2024/2023; the Company has not granted options in more than 11 years .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Voting Common Outstanding |
|---|---|---|
| Timothy T. O’Dell | 320,154 (includes spouse and custodial holdings) | 6.1% |
| Unvested restricted stock (subset) | 49,310 | — |
- Trading/hedging: Insider Trading Policy prohibits short sales and certain hedging transactions; directors/officers transact only in open windows subject to pre-clearance .
- Pledging: No disclosure of any shares pledged as collateral for O’Dell found in the proxy .
- Ownership guidelines: Executive stock ownership guidelines not disclosed in the proxy; compliance status not disclosed.
Employment Terms
- Agreement: Amended and restated; First Amendment dated June 6, 2024 modified change-of-control lump sum calculation; current term through Dec 31, 2027 with annual review for potential extension .
- Severance (without cause / good reason, non-CoC): 24 months salary continuation; pro rata incentive for year of termination; 18× COBRA premium differential; full vesting of outstanding equity awards/options (options exercisable to full term) .
- Change of control (within 24 months, without cause / good reason): Lump sum equal to 2×(base salary + average of cash bonuses and equity compensation over prior two fiscal years); full vesting of equity/options; subject to regulatory and 4999 excise tax reduction as necessary . This is a double-trigger construct (termination in the 24-month CoC window) .
- Death/Disability: One year base salary paid monthly; equity awards vest; offsets for other insured/self-insured benefits .
- Restrictive covenants: Non-solicitation during employment and 1 year post-employment (or longer equal to months of severance); confidentiality and clawback for incentives tied to materially misleading statements and any required by law/listing rules .
- DCI Agreements: 4-year distribution schedule per contribution; full payout on disability/death or change in control within 60 days; clawback provision to balance safety and soundness risk; forfeiture for cause; age-based full payout at age 75 for O’Dell .
Performance & Track Record
| Year | Compensation Actually Paid to CEO ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Cumulative TSR (Value of $100) | Net Income ($M) |
|---|---|---|---|---|
| 2024 | 1,894,422 | 681,719 | 132 | 13.4 |
| 2023 | 1,032,034 | 506,087 | 93 | 16.9 |
| 2022 | 1,338,787 | 503,144 | 104 | 18.2 |
- Company noted 2024 net income was negatively impacted by higher provision for credit losses; compensation actually paid tracks equity fair value changes given significant restricted stock component .
- Incentive Plan performance factors include stock price and KBW Nasdaq Index comparison alongside net income, NIM, credit quality, earning asset/core deposit growth; final awards consider multiple measures .
Compensation Structure Analysis
- Increased equity weighting: O’Dell’s stock awards rose from $356,249 in 2023 to $624,650 in 2024, with two restricted stock grants totaling 32,500 shares and 3-year vesting, signaling longer-term alignment .
- Incentive discipline: O’Dell voluntarily reduced his 2023 cash incentive by $300,000; 2024 cash incentive increased to $381,009 on improved plan performance .
- DCI structure: 20% of base salary potential tied to ROA, NIM, loan and core deposit growth with 4-year distribution and clawback—enhancing retention and risk alignment .
Say-on-Pay & Shareholder Feedback
- The Company reports “Say on Pay” proposals were approved by a majority of votes cast at each of the last twelve annual meetings; annual say-on-pay frequency recommended by the Board .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 320,154 shares; 6.1% of voting common outstanding (includes spouse and custodial holdings) |
| Unvested restricted stock | 49,310 shares with scheduled tranches through 2027 |
| Near-term vesting | 2025 scheduled vesting totals 21,739 shares (Jan 25, Apr 11, May 25, Jun 11) |
| Hedging/short sales | Prohibited by Insider Trading Policy; trading requires pre-clearance and open window |
| Pledging | No pledging disclosure found |
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | Terms |
|---|---|
| Term | Through Dec 31, 2027; annually reviewed for extension |
| Severance (non-CoC) | 24 months salary continuation; pro rata annual incentive; 18× COBRA differential; full vesting of equity/options |
| Change-of-control | Double-trigger; lump sum = 2×(base + average of last 2 years’ cash bonuses and equity compensation at grant-date FMV); full vesting; subject to regulatory/4999 reductions |
| Restrictive covenants | Non-solicit during employment and 1 year post-employment (or longer equal to severance months); clawback for misleading financials and as required by law |
| DCI acceleration | 100% deferral account payout within 60 days on CoC, death, or disability; forfeiture for cause |
Risk Indicators & Red Flags
- Double-trigger CoC benefits and full equity vesting may increase retention stickiness yet raise potential payout magnitude in a transaction; reductions applied to comply with regulatory parachute limits and avoid 4999 excise tax where needed .
- Related party loans to directors/executives totaled $23.316M at Dec 31, 2024 and were performing; Audit Committee oversees related party transactions—monitor for governance optics though policy requires market terms .
- Insider policy prohibits short sales and certain hedging; no pledging disclosure found, reducing alignment risk concerns on collateralized holdings .
Investment Implications
- Alignment: Significant personal stake (6.1%) and multi-year equity vesting tie O’Dell’s outcomes to shareholder returns, with DCI metrics (ROA, NIM, loan/core deposit growth) reinforcing operational discipline .
- Retention and supply dynamics: 21,739 shares scheduled to vest in 2025 create potential near-term insider selling supply; monitor Form 4 activity around vest dates and open trading windows .
- Pay/performance balance: 2024 compensation actually paid increased largely on equity fair value; TSR improved versus 2023 while net income fell on provisions—watch incentive calibration and credit trends to gauge sustainability .
- Governance: CEO-director dual role mitigated by independent Chair and independent committees; continued strong say-on-pay support suggests investor acceptance of structure and outcomes .