CF Bankshares (CFBK) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 4, 2025, with participation and voting available online for shareholders of record as of April 10, 2025.

• Four main proposals will be presented: election of three directors, advisory vote on executive compensation, advisory vote on frequency of future compensation votes, and ratification of the external auditor.

• Proxy materials, including the annual report and proxy statement, are available online, and shareholders are encouraged to vote electronically or by mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for three-year terms, a non-binding advisory resolution on executive compensation, the frequency of future say-on-pay votes, and ratification of Plante & Moran, PLLC as the independent auditor for 2025.

• Only the auditor ratification is considered a routine matter; all other proposals require explicit shareholder voting instructions.

• Shareholder proposals for the 2026 meeting must be submitted by December 29, 2025, to be included in the proxy statement.

Board of directors and corporate governance

• The board consists of seven directors, with a majority classified as independent under NASDAQ and SEC rules.

• The Chairman is an independent director, and the board may adjust its leadership structure as needed.

• Three principal committees—Audit, Compensation and Management Development, and Corporate Governance and Nominating—are composed entirely of independent directors and met regularly in 2024.

• Director nominations consider experience, integrity, independence, diversity of viewpoints, and other factors.