Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - CF BANKSHARES INC. | c14742e10vk.htm |
| EX-23.1 - EX-23.1 - CF BANKSHARES INC. | c14742exv23w1.htm |
| EX-13.1 - EX-13.1 - CF BANKSHARES INC. | c14742exv13w1.htm |
| EX-11.1 - EX-11.1 - CF BANKSHARES INC. | c14742exv11w1.htm |
| EX-31.2 - EX-31.2 - CF BANKSHARES INC. | c14742exv31w2.htm |
| EX-99.1 - EX-99.1 - CF BANKSHARES INC. | c14742exv99w1.htm |
| EX-31.1 - EX-31.1 - CF BANKSHARES INC. | c14742exv31w1.htm |
| EX-32.1 - EX-32.1 - CF BANKSHARES INC. | c14742exv32w1.htm |
| EX-21.1 - EX-21.1 - CF BANKSHARES INC. | c14742exv21w1.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 the senior risk officer at least twice during the most recently completed fiscal
year that was a TARP period, senior executive officer (SEO) compensation plans and employee
compensation plans and the risks these plans pose to Central Federal Corporation; and steps have
been taken to ensure that in the current and each future fiscal year that is a TARP period, the
committee will discuss, review and evaluate SEO and employee compensation plans and risks with the
senior risk officer at least every six months during any part of the fiscal year that is a TARP
period;
(ii) The compensation committee of Central Federal Corporation has identified and limited during
any part of the most recently completed fiscal year that was a TARP 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 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 twice during the most recently completed
fiscal year that was a TARP 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; and
steps have been taken to ensure that in the current and each future fiscal year that is a TARP
period, the committee will review, at least every six months during any part of the fiscal year
that is a TARP period, the terms of each employee compensation plan and identify 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 will limit 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 was 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 to SEOs or any of the next twenty
most highly compensated employees, as defined in the regulations and guidance established under
section 111 of EESA (bonus payments), 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 a SEO or any of the next five
most highly compensated employees during any part of the most recently completed fiscal year that
was a TARP period;
(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
any part of the most recently completed fiscal year that was a TARP period;
(ix) Central Federal Corporation and its employees have complied with the excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section 111 of
EESA, during any part of the most recently completed fiscal year that was a TARP period; and any
expenses that, pursuant to the 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 any part of the most
recently completed fiscal year that was a TARP period;
(xi) Central Federal Corporation will disclose the amount, nature, and justification for the
offering, during any part of the most recently completed fiscal year that was a TARP period, 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 any part of the most recently completed fiscal year that was a TARP
period 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 any part of the most recently completed fiscal year that
was a TARP period;
(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, 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 30, 2011
/s/ Therese Ann Liutkus
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President, Treasurer and Chief Financial Officer |