2024 Deferred Incentive Bonus
For 2024, CFBank established four performance objectives under the DCI Agreements for Timothy T. O’Dell, Kevin Beerman and Bradley Ringwald: Consolidated Return on Assets; Net Interest Margin; Total Loan Growth; and Core Deposit Growth. For each performance objective, a maximum and threshold target was established. The amount of the award potential for 2024 was set at 20% of base salary, resulting in a potential award of $103,500 for Mr. O’Dell, $67,275 for Mr. Ringwald and $44,505 for Mr. Beerman. Based on the partial achievement of the designated performance objectives in 2024, CFBank awarded to Mr. O’Dell, Mr. Ringwald and Mr. Beerman the amounts of $51,654, $22,211 and $33,575, respectively, which were credited to their respective deferral accounts.
EMPLOYMENT AGREEMENTS
Employment Agreement with Timothy T. O’Dell
Effective as of August 15, 2016, the Company and CFBank entered into an employment agreement with Timothy T. O’Dell, President and Chief Executive Officer of the Company and Chief Executive Officer of CFBank. The employment agreement with Mr. O’Dell was subsequently amended and restated effective as of April 22, 2019. On June 6, 2024, the Company and CFBank entered into a First Amendment to Mr. O’Dell’s employment agreement to modify the calculation of the amount of the lump sum cash payment payable to Mr. O’Dell in connection with a “change of control.”
As amended, Mr. O’Dell’s employment agreement has a current term ending on December 31, 2027. Annually, the Boards of Directors of CFBank and the Company review the employment agreement to determine whether extension of the employment agreement for an additional 12 months is appropriate. Pursuant to his employment agreement, Mr. O’Dell is entitled to receive a base annual salary of not less than $315,000. In addition to the base annual salary, Mr. O’Dell’s employment agreement provides for, among other things, participation in incentive programs and other employee benefit plans and other fringe benefits applicable to executive employees.
Mr. O’Dell’s employment agreement provides for certain payments if he executes a release of claims against CFBank and the Company and either: (i) has an involuntary termination without “cause” not in connection with a “change of control,” (ii) voluntarily terminates with “good reason” not in connection with a “change of control,” (iii) has an involuntary termination without “cause” during the first 24 months after a “change of control”, (iv) voluntarily terminates with “good reason” during the first 24 months after a “change of control,” (v) dies, or (vi) becomes disabled.
In the event of involuntary termination without “cause” or voluntary termination with “good reason,” Mr. O’Dell would be entitled to receive a severance benefit equal to:
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Salary continuation for 24 months;
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Payment of a pro rata portion (calculated based on the ratio of the number of days of employment during the performance period to the total number of days during the performance period) of any incentive compensation payable to Mr. O’Dell with respect to the year in which his employment is terminated and payable when, if and to the extent that the bonus otherwise would have been payable had he remained employed;
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Payment of a lump sum equal to the product of 18 multiplied by the difference between the monthly premium cost for COBRA continuation coverage for the medical insurance benefits in effect for Mr. O’Dell immediately prior to the termination and the monthly premium cost charged to an active employee for such coverage; and
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Full vesting of all outstanding equity awards and stock options, which shall remain exercisable for the full option exercise period that would have applied had he remained employed.
Upon the termination of Mr. O’Dell without cause or the voluntary termination by Mr. O’Dell with good reason within 24 months after a “change of control,” Mr. O’Dell will receive a lump sum payment equal to two (2) times the sum of (a) Mr. O’Dell’s base salary and (b) (i) the aggregate amount of all cash bonuses and equity compensation paid to Mr. O’Dell during the two full fiscal years preceding the fiscal year in which Mr. O’Dell’s termination of employment occurs, divided by (ii) two. For purposes of this calculation, the amount of any equity compensation will be the fair market value of such equity compensation as of the date on which it is granted. The lump sum will be paid within 60 days following his termination date. Upon the occurrence of such termination events, Mr. O’Dell is also entitled to full vesting of all outstanding equity awards and stock options, which will remain exercisable for the full option exercise period that would have applied had he
