Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - CF BANKSHARES INC. | c98294exv23w1.htm |
| EX-13.1 - EXHIBIT 13.1 - CF BANKSHARES INC. | c98294exv13w1.htm |
| EX-99.1 - EXHIBIT 99.1 - CF BANKSHARES INC. | c98294exv99w1.htm |
| EX-31.2 - EXHIBIT 31.2 - CF BANKSHARES INC. | c98294exv31w2.htm |
| EX-21.1 - EXHIBIT 21.1 - CF BANKSHARES INC. | c98294exv21w1.htm |
| EX-31.1 - EXHIBIT 31.1 - CF BANKSHARES INC. | c98294exv31w1.htm |
| EX-32.1 - EXHIBIT 32.1 - CF BANKSHARES INC. | c98294exv32w1.htm |
| EX-11.1 - EXHIBIT 11.1 - CF BANKSHARES INC. | c98294exv11w1.htm |
| 10-K - FORM 10-K - CF BANKSHARES INC. | c98294e10vk.htm |
Exhibit 99.2
31 C.F.R. Section 30.15 Certifications
I, Therese Ann Liutkus, certify, based on my knowledge, that:
(i) The compensation committee of Central Federal Corporation has discussed, reviewed, and
evaluated with senior risk officers at least every six months during the period beginning on the
later of September 14, 2009, or ninety days after the closing date of the agreement between the
TARP recipient and Treasury and ending with the last day of the TARP recipient’s fiscal year
containing that date (the applicable period), the senior executive officer (SEO) compensation plans
and the employee compensation plans and the risks these plans pose to Central Federal Corporation;
(ii) The compensation committee of Central Federal Corporation has identified and limited during
the applicable period any features of the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of Central Federal Corporation, and
during that same applicable period has identified any features of the employee compensation plans
that pose risks to Central Federal Corporation and has limited those features to ensure that
Central Federal Corporation is not unnecessarily exposed to risks;
(iii) The compensation committee has reviewed, at least every six months during the applicable
period, the terms of each employee compensation plan and identified any features of the plan that
could encourage the manipulation of reported earnings of Central Federal Corporation to enhance the
compensation of an employee, and has limited any such features;
(iv) The compensation committee of Central Federal Corporation will certify to the reviews of the
SEO compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of Central Federal Corporation will provide a narrative description
of how it limited during any part of the most recently completed fiscal year that included a TARP
period the features in
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could
threaten the value of Central Federal Corporation;
(B) Employee compensation plans that unnecessarily expose Central Federal Corporation to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported earnings of
Central Federal Corporation to enhance the compensation of an employee;
(vi) Central Federal Corporation has required that bonus payments, as defined in the regulations
and guidance established under Section 111 of EESA (bonus payments), of the SEOs and twenty next
most highly compensated employees be subject to a recovery or “clawback” provision during any part
of the most recently completed fiscal year that was a TARP period if the bonus payments were based
on materially inaccurate financial statements or any other materially inaccurate performance metric
criteria;
(vii) Central Federal Corporation has prohibited any golden parachute payment, as defined in the
regulations and guidance established under Section 111 of EESA, to an SEO or any of the next five
most highly compensated employees during the period beginning on the later of the closing date of
the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day
of the TARP recipient’s fiscal year containing that date;
(viii) Central Federal Corporation has limited bonus payments to its applicable employees in
accordance with Section 111 of EESA and the regulations and guidance established thereunder during
the period beginning on the later of the closing date of the agreement between the TARP recipient
and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s fiscal year
containing that date;
(ix) The board of directors of Central Federal Corporation has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established under Section 111 of
EESA, by the later of September 14, 2009, or ninety days after the closing date of the agreement
between the TARP recipient and Treasury; this policy has been provided to Treasury and its primary
regulatory agency; Central Federal Corporation and its
employees have complied with this policy during the applicable period; and any expenses that,
pursuant to this policy, required approval of the board of directors, a committee of the board of
directors, an SEO, or an executive officer with a similar level of responsibility were properly
approved;
(x) Central Federal Corporation will permit a non-binding shareholder resolution in compliance with
any applicable Federal securities rules and regulations on the disclosures provided under the
federal securities laws related to SEO compensation paid or accrued during the period beginning on
the later of the closing date of the agreement between the TARP recipient and Treasury or June 15,
2009 and ending with the last day of the TARP recipient’s fiscal year containing that date;
(xi) Central Federal Corporation will disclose the amount, nature, and justification for the
offering during the period beginning on the later of the closing date of the agreement between the
TARP recipient and Treasury or June 15, 2009 and ending with the last day of the TARP recipient’s
fiscal year containing that date of any perquisites, as defined in the regulations and guidance
established under Section 111 of EESA, whose total value exceeds $25,000 for any employee who is
subject to the bonus payment limitations identified in paragraph (viii);
(xii) Central Federal Corporation will disclose whether Central Federal Corporation, the board of
directors of Central Federal Corporation, or the compensation committee of Central Federal
Corporation has engaged during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day of
the TARP recipient’s fiscal year containing that date, a compensation consultant; and the services
the compensation consultant or any affiliate of the compensation consultant provided during this
period;
(xiii) Central Federal Corporation has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under Section 111 of EESA, to the SEOs and the next twenty
most highly compensated employees during the period beginning on the later of the closing date of
the agreement between the TARP recipient and Treasury or June 15, 2009 and ending with the last day
of the TARP recipient’s fiscal year containing that date;
(xiv) Central Federal Corporation has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between Central Federal Corporation and
Treasury, including any amendments;
(xv) Central Federal Corporation has submitted to Treasury a complete and accurate list of the SEOs
and the twenty next most highly compensated employees for the current fiscal year and the most
recently completed fiscal year, with the non-SEOs ranked in descending order of level of annual
compensation, and with the name, title, and employer of each SEO and most highly compensated
employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with
this certification may be punished by fine, imprisonment, or both. (See, for example, 18 U.S.C.
1001.)
Dated: March 29, 2010
/s/ Therese Ann Liutkus
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Treasurer and Chief Financial Officer |