v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s compensation philosophy and objectives and how the Company aligns executive compensation with the Company’s performance, see the section titled “COMPENSATION OF EXECUTIVE OFFICERS” beginning on page 16 of this Proxy Statement.

Pay Versus Performance Table for 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based On:

 

 

 

 

Year

 

Summary Compensation Table Total for PEO1

 

 

Compensation Actually Paid to PEO2.

 

 

Average Summary Compensation Table Total for Non-PEO NEOs3

 

 

Average Compensation Actually Paid to Non-PEO NEOs4

 

 

Total Shareholder Return5

 

 

Net Income (millions)6

(a)

 

 

(b)

 

 

 

(c)

 

 

 

(d)

 

 

 

(e)

 

 

 

(f)

 

 

 

(g)

2025

 

$

 

1,392,313

 

 

$

 

1,384,904

 

 

$

 

728,260

 

 

$

 

663,150

 

 

$

 

99

 

 

$

17.5

2024

 

$

 

1,593,188

 

 

$

 

1,894,422

 

 

$

 

612,931

 

 

$

 

681,719

 

 

$

 

132

 

 

$

13.4

2023

 

$

 

1,080,496

 

 

$

 

1,032,034

 

 

$

 

512,266

 

 

$

 

506,087

 

 

$

 

93

 

 

$

16.9

 

 

1 The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. O’Dell (our Chief Executive Officer and President) for each corresponding year in the “Total” column of the Summary Compensation Table. See “Compensation OF EXECUTIVE OFFICERS – 2025 Compensation – Summary Compensation Table” on page 18 of this Proxy Statement (and on page 17 of the 2025 Proxy Statement with respect to total compensation for 2023).

2 The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. O’Dell, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to Mr. O’Dell during the applicable years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. O’Dell’s total compensation for each year to determine the compensation actually paid:

    
Named Executive Officers, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. O’Dell (our Chief Executive Officer and President) for each corresponding year in the “Total” column of the Summary Compensation Table. See “Compensation OF EXECUTIVE OFFICERS – 2025 Compensation – Summary Compensation Table” on page 18 of this Proxy Statement (and on page 17 of the 2025 Proxy Statement with respect to total compensation for 2023).    
PEO Total Compensation Amount $ 1,392,313 $ 1,593,188 $ 1,080,496
PEO Actually Paid Compensation Amount $ 1,384,904 1,894,422 1,032,034
Adjustment To PEO Compensation, Footnote

Year

 

Reported
Summary Compensation Table Total for PEO

 

 

Reported
Value of Equity Awards(a)

 

 

Equity
Award Adjustments(b)

 

 

Reported
Change in the Actuarial Present Value of Pension Benefits (c)

 

 

Pension Benefit
Adjustments(d)

 

 

Compensation Actually Paid to PEO

 

2025

 

$

 

1,392,313

 

 

$

 

(387,450

)

 

$

 

380,041

 

 

$

 

-

 

 

$

 

-

 

 

$

 

1,384,904

 

2024

 

$

 

1,593,188

 

 

$

 

(624,650

)

 

$

 

925,884

 

 

$

 

-

 

 

$

 

-

 

 

$

 

1,894,422

 

2023

 

$

 

1,080,496

 

 

$

 

(356,249

)

 

$

 

307,787

 

 

$

 

-

 

 

$

 

-

 

 

$

 

1,032,034

 

 

(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Year

 

(i)
Year End Fair Value of Equity Awards

 

 

(ii)
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

(iii)
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

(iv)
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

 

 

(v)
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

(vi)
Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

 

 

Total
Equity
Award
 Adjustments

 

2025

 

$

 

436,625

 

 

$

 

(16,267

)

 

$

 

-

 

 

$

 

(54,946

)

 

$

 

-

 

 

$

 

14,629

 

 

$

 

380,041

 

2024

 

$

 

830,050

 

 

$

 

65,865

 

 

$

 

-

 

 

$

 

19,291

 

 

$

 

-

 

 

$

 

10,678

 

 

$

 

925,884

 

2023

 

$

 

345,443

 

 

$

 

(18,480

)

 

$

 

-

 

 

$

 

(27,180

)

 

$

 

-

 

 

$

 

8,004

 

 

$

 

307,787

 

 

(c)
The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year.
(d)
No benefits were provided to Mr. O’Dell under any defined benefit or actuarial pension plans in 2025, 2024 or 2023.

 

3 The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. O’Dell) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. O’Dell) included for purposes of calculating the average amounts in each applicable year are Bradley J. Ringwald (President of CFBank) and Kevin J. Beerman (Executive Vice President and Chief Financial Officer).

4 The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. O’Dell), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amounts of compensation earned by or paid to the NEOs as a group (excluding Mr. O’Dell) during the applicable years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. O’Dell) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

    
Non-PEO NEO Average Total Compensation Amount $ 728,260 612,931 512,266
Non-PEO NEO Average Compensation Actually Paid Amount $ 663,150 681,719 506,087
Adjustment to Non-PEO NEO Compensation Footnote

Year

 

Average
Reported Summary Compensation Table Total for Non-PEO NEOs

 

 

Average
Reported
Value of Equity Awards

 

 

Average Equity
Award Adjustments(a)

 

 

Average
Reported
Change in the Actuarial Present Value of Pension Benefits

 

 

Average Pension Benefit
Adjustments(b)

 

 

Average Compensation Actually Paid to Non-PEO NEOs

 

2025

 

$

 

728,260

 

 

$

 

(290,035

)

 

$

 

224,925

 

 

$

 

-

 

 

$

 

-

 

 

$

 

663,150

 

2024

 

$

 

612,931

 

 

$

 

(199,260

)

 

$

 

268,048

 

 

$

 

-

 

 

$

 

-

 

 

$

 

681,719

 

2023

 

$

 

512,266

 

 

$

 

(102,630

)

 

$

 

96,451

 

 

$

 

-

 

 

$

 

-

 

 

$

 

506,087

 

 

(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:

 

Year

 

Average
Year End Fair Value of Equity Awards

 

 

Year over Year Average Change in Fair Value of Outstanding and Unvested EquityYear over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards

 

 

Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

 

 

Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year

 

 

Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

 

 

Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

 

 

Total
Average
Equity
Award
Adjustments

 

2025

 

$

 

237,025

 

 

$

 

(3,097

)

 

$

 

-

 

 

$

 

(13,406

)

 

$

 

-

 

 

$

 

4,403

 

 

$

 

224,925

 

2024

 

$

 

229,860

 

 

$

 

27,675

 

 

$

 

-

 

 

$

 

8,322

 

 

$

 

-

 

 

$

 

2,191

 

 

$

 

268,048

 

2023

 

$

 

102,630

 

 

$

 

(6,439

)

 

$

 

-

 

 

$

 

(1,733

)

 

$

 

-

 

 

$

 

1,992

 

 

$

 

96,451

 

 

 

(b)
No benefits were provided to Mr. Ringwald or Mr. Beerman under any defined benefit or actuarial pension plans in 2025, 2024 or 2023.

 

5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

6 The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

    
Equity Valuation Assumption Difference, Footnote The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.    
Compensation Actually Paid vs. Total Shareholder Return

img102275579_2.gif

    
Compensation Actually Paid vs. Net Income

img102275579_3.gif

    
Total Shareholder Return Amount $ 99 132 93
Net Income (Loss) $ 17,500,000 13,400,000 16,900,000
PEO Name Mr. O’Dell    
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (387,450) (624,650) (356,249)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 380,041 925,884 307,787
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 436,625 830,050 345,443
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (16,267) 65,865 (18,480)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (54,946) 19,291 (27,180)
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 14,629 10,678 8,004
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 224,925 268,048 96,451
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (290,035) (199,260) (102,630)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 237,025 229,860 102,630
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (3,097) 27,675 (6,439)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (13,406) 8,322 (1,733)
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 4,403 $ 2,191 $ 1,992