Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Information required by Item 303 of Regulation S-K is incorporated herein by reference from our 2020 Annual Report; the information appears under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations”therein.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.
Information required by Item 305 of Regulation S-K is incorporated herein by reference from our 2020 Annual Report; the information appears under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations−Quantitative and Qualitative Disclosures about Market Risks” therein.
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Item 8.Financial Statements and Supplementary Data.
The consolidated financial statements required by Article 8 of Regulation S-X are incorporated by reference to our 2020 Annual Report; the consolidated financial statements appear under the caption “Financial Statements” therein and include the following:
Management’s Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A.Controls and Procedures.
Evaluation of disclosure controls and procedures.Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Management's assessment of the effectiveness of internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met. As of December 31, 2020, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and Senior Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, management concluded that our internal controls over financial reporting as of December 31, 2020were effective.
Management’s Report on Internal Control Over Financial Reporting. Information required by Item 308 of Regulation S-K is incorporated herein by reference from our 2020 Annual Report;the information appears under the caption “Management’s Report on Internal Control over Financial Reporting” therein.
Changes in internal control over financial reporting. We made no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) in the fourth quarter of 2020that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.Other Information.
None
PART III
Item 10. Directors,Executive Officers and Corporate Governance.
Directors. Information required by Item 401 of Regulation S-K with respect to our directorsis incorporated herein by reference from our definitive Proxy Statement for our2020 Annual Meeting of Stockholders to be filed with the Commission pursuant to SEC Regulation 14A (the “2021 Proxy Statement”), under the caption “PROPOSAL 1. ELECTION OF DIRECTORS.”
Executive Officers of the Registrant. Information required by Item 401 of Regulation S-K with respect to our executive officers is incorporated herein by reference from our 2021 Proxy Statement under the caption “EXECUTIVE OFFICERS.”
Compliance with Section 16(a) of the Exchange Act. Information required by Item 405 of Regulation S-K is incorporated herein by reference from our2021 ProxyStatement, under the caption “BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK–DELINQUENT SECTION 16(a) REPORTS.”Copies of Forms 3, 4 and 5 filed under section 16(a) of the Exchange Act are available on our website, www.CFBankonline.com, under the tab “Investor Relations – Section 16 Filings.”
Code of Ethics. We have adopted a Code of Ethics and Business Conduct, whichapplies to all employees, includingourprincipal executive officer, principal financial officer and principal accounting officer. We require all directors, officers and other employees to review and adhere to the Code of Ethics and Business Conduct in addressing the legal and ethical issues encountered in conducting their
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work. The Code of Ethics and Business Conduct requires that our employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest.The Code of Ethics and Business Conductis available on our website, www.CFBankonline.com under the tab “Investor Relations – Corporate Governance.” Disclosures of any amendments to or waivers with regard to the provisions of the Code of Ethics and Business Conduct also will be posted on the Company’s website.
Corporate Governance. Information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference from our 2021 ProxyStatement, under the captions “CORPORATE GOVERNANCE” and “AUDIT COMMITTEE MATTERS.”
Item 11.Executive Compensation.
Information required by Item 402 of Regulation S-K is incorporated herein by reference from our 2021Proxy Statement, under the captions “COMPENSATION OF EXECUTIVE OFFICERS” and “2020 COMPENSATION OF DIRECTORS.”
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners and Management. Information required by Item 403 of Regulation S-Kis incorporated hereinby reference from our2021 Proxy Statement under the caption “BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK.”
Related Stockholder Matters – Equity Compensation Plan Information. Information required by Item 201(d) of Regulation S-K is incorporated herein by reference from our 2021 Proxy Statement, under the caption “COMPENSATION OF EXECUTIVE OFFICERS-Equity Compensation Plan Information,” and from our 2020 Annual Report, where the information appears under the caption “Note 15– Stock-Based Compensation” therein.
Item 13.Certain Relationships and Related Transactions, and Director Independence.
Information required by Items 404 and 407(a) of Regulation S-K is incorporated herein by reference from our 2021 Proxy Statement, under the caption“CORPORATEGOVERNANCE–Certain Relationships and Related Transactions” and “CORPORATE GOVERNANCE–Director Independence.”
Item 14.Principal Accounting Fees and Services.
Information required by this Item 14 is incorporated by reference from our2021Proxy Statement, under the caption “AUDIT COMMITTEE MATTERS.”
PART IV
Item 15.Exhibits and Financial Statement Schedules
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.5 Description of Capital Stock
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11.1 Statement Re: Computation of Per Share Earnings
21.1 Subsidiaries of the Registrant
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Rule 13a-14(a) Certifications of the Chief Executive Officer
31.2 Rule 13a-14(a) Certifications of the Principal Financial Officer
101.1 Interactive Data File (XBRL)
*Management contract or compensation plan or arrangement identified pursuant to Item 15 of Form 10-K
Item 16. Form 10-K Summary
Not Applicable
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SIGNATURES
Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorize
CF BANKSHARES INC.
/s/ Timothy T. O’Dell
Timothy T. O’Dell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Title Date
/s/ Robert E. Hoeweler Chairman March 23, 2021
Robert E. Hoeweler
Timothy T. O’Dell
/s/ Thomas P. Ash Director March 23, 2021
Thomas P. Ash
/s/ James H. Frauenberg II Director March 23, 2021
James H. Frauenberg II
/s/ Edward W. Cochran Director March 23, 2021
Edward W. Cochran
/s/ David L. Royer Director March 23, 2021
David L. Royer
/s/ John T. Pietrzak Director March 23, 2021
John T. Pietrzak
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