CF BANKSHARES INC.



The Compensation Committee of the Board has overall responsibility for reviewing, evaluating and approving the director, officer and employee compensation plans, policies and programs of the Company and CFBank. The Compensation Committee is responsible for administering our equity compensation plans and for establishing, in consultation with executive management, the Company’s general compensation philosophy and overseeing the development and implementation of executive compensation programs. The responsibilities of the Compensation Committee include, but are not limited to: evaluating and approving goals and objectives relevant to compensation of the President and Chief Executive Officer and other executives; evaluating the performance of those executive officers in light of those goals and objectives; and recommending to the Board compensation policies for non-employee directors.



Historically, the Company’s compensation programs for executive officers used base salary as the primary source of compensation. However, in recent years, the Company has shifted a significant part of executive officers’ compensation to incentive-based compensation that is tied to the performance of the Company. In addition, other forms of compensation are utilized to supplement base salary and incentive compensation, including equity incentive awards, retirement plans, health and life insurance benefits, and other perquisites including car and mobile phone allowances.



The Compensation Committee regularly reviews the Company’s compensation programs to ensure that controls are in place to ensure that employees are not presented with the opportunity to take unnecessary or excessive risks that could threaten the value of the Company. The Committee reviews and approves both the Company-wide and individual performance objectives that are used to determine how incentive payments are determined. The performance metrics are based on customary financial institution performance metrics as well as peer comparisons and trend analysis.



During 2023 and 2022, the Compensation Committee engaged Bank Compensation Consulting (BCC) to provide adviceand assistance regarding potential benefits and compensation practices and programs for executive officers, senior leadership, and directors. This included advice and assistance in developing and implementing the Deferred Cash Incentive Agreements for certain officers of CFBank. See section titled“—Deferred Cash Incentive Agreements” for additional information.