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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-K/A AMENDMENT NO. 1    ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 OR  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period
from to Commission File Number: 001-38074   Community First Bancshares, Inc. (Exact Name of Registrant as Specified in its Charter)    Federal

82-1147778(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)3175 Highway 278, Covington, Georgia

30014(Address of principal executive offices)

(Zip code) (770) 786-7088 (Registrants telephone number including area code) Securities registered pursuant to Section 12(b) of the Act:  Title of each class

Trading
Symbols

Name of exchange
on which registeredCommon Stock, par value $0.01 per share

CFBI

The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None   Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ☐    No  ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
    Yes  ☐    No  ☒ Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to
such filing requirements for the past 90 days.     Yes  ☒    No  ☐ Indicate by
check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer

☐

Accelerated filer

☐Non-accelerated filer

☒

Smaller reporting company

☒Emerging growth company

☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
    Yes  ☐    No  ☒ The aggregate value of the voting and non-voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the common stock of $9.93 as of June 30, 2019, was
$31.3 million. As of March 25, 2020 there were 7,557,848 shares outstanding of the registrants common stock. DOCUMENTS INCORPORATED BY REFERENCE None




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TABLE OF CONTENTS  PAGEEXPLANATORY NOTE


2PART III




3ITEM 10.

Directors, Executive Officers and Corporate Governance


3ITEM 11.

Executive Compensation


6ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
 Matters


10ITEM 13.

Certain Relationships and Related Transactions, and Director
Independence


11ITEM 14.

Principal Accountant Fees and Services


13PART IV




14ITEM 15.

Exhibits and Financial Statement Schedules


14SIGNATURES




15   1




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EXPLANATORY NOTE Community First Bancshares, Inc. (the Company) is filing this Amendment No. 1 on Form
10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 30, 2020. The
Company would normally only include the information that is required to be filed pursuant to Part III of Form 10-K in the proxy statement for the Annual Meeting of Stockholders. However, the Company
is filing an amendment at this time due the Companys determination to delay the Annual Meeting of Stockholders until June 16, 2020. Other than the inclusion of information for Part III of the Form
10-K, the Form 10-K remains unchanged.   2




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PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our Board of Directors is comprised of eight members. Our Bylaws provide that directors are divided into three classes as nearly equal in
number as possible, with one class of directors elected annually. The following sets forth certain information regarding the members of our Board of Directors and executive officers who are not directors, including the terms of office of board
members. Except as indicated herein, there are no arrangements or understandings between any director and any other person pursuant to which such director was selected. Age information is as of December 31, 2019, and term as a director includes
service with Newton Federal Bank. With respect to directors, the biographies contain information regarding the persons business
experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of Community First Bancshares, Inc. is also a director of Newton Federal
Bank and Community First Bancshares, MHC. Directors The following directors of Community First Bancshares, Inc. have terms ending at the 2020 Annual Meeting of Stockholders: Edward J. Cooney.Mr. Cooney, age 52, has served as a director since January 2020. Mr. Cooney was appointed Newton
Federal Banks Chief Executive Officer in January 2020 in connection with Newton Federal Banks acquisition of Affinity Bank. Mr. Cooney formerly served as President and Director of Affinity Bank and ABB Financial Group, Inc.
Mr. Cooney has served as a Chief Financial Officer, Chief Credit Officer, and Senior Loan Officer during his career. He is a former Chairman of the Community Bankers Association of Georgia Board. He has been involved in the banking industry for
over 30 years. He began his career working at a CPA firm that specialized in banking. Mr. Cooney received his BBA in 1990 from Stetson University in DeLand, Florida, where he also played on a nationally ranked baseball team. Mr. Cooney is
a Certified Public Accountant licensed in the state of Georgia. Mr. Cooneys positions as Chief Executive Officer foster clear accountability, effective decision-making, a clear and direct channel of communication from senior management to
the full board of directors, and alignment on corporate strategy. Robin S. Reich.Dr. Reich, age 62, has served
as a director since March 2020. Dr. Reich has been the President of Reich Dental Center, with offices in Smyrna and Roswell, Georgia, since 1991. Dr. Reich has been a practicing dentist since 1984. Dr. Reich has also served as the
President and a 12-year board member of the Georgia Dental Association and as the Chairman of the American Dental Association, and is currently a member of the Dental Entrepreneur Association, which is
committed to understanding large dental group practices. Dr. Reich served as a director of ABB Financial Group, Inc. and Affinity Bank beginning in 2019. Dr. Reichs business experience gives us direct knowledge of the challenges
facing the dental practice customers we now service as the result of our acquisition of Affinity Bank, as well as insights into our expanded market area as the result of our acquisition of Affinity Bank. Bob W. Richardson.Mr. Richardson, age 71, has served as a director since 1991. Mr. Richardson was a licensed
pharmacist for 40 years until his retirement in 2010. He was the owner and manager of Peoples Drug Store, located in Covington, Georgia, beginning in 1979. Mr. Richardson is also the co-owner of
Tazikis Mediterranean Cafe, located in Athens, Georgia, which opened in 2014. Mr. Richardsons experience as a small business owner gives him extensive insight into the customers who live in our market areas and economic developments
affecting the communities in which we operate, as well as the challenges facing small businesses in our market area. The following directors of
Community First Bancshares, Inc. have terms ending following the fiscal year ending December 31, 2020: William D.
Fortson, Jr. Mr. Fortson, age 77, has served as a director since 1998. Mr. Fortson has over 48 years experience in the automobile industry, and has been the owner of Ginn Motor Company, located in Covington, Georgia, since
1987. Mr. Fortson has also served as member/manager of Ginn Chrysler, Jeep, Dodge, LLC since 2009. Mr. Fortson has strong marketing, sales, and customer service assessment skills, as well as significant experience in employee development,
training, and business management.  3




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Howard G. Roberts.Mr. Roberts, age 72, has served as a director since
2016. Mr. Roberts is the former President and Chief Executive Officer of First Newton Bank in Covington, Georgia, having served in those positions from 1985 to 2000. Mr. Roberts is currently a real estate developer and private equity
investor. Mr. Roberts banking background and leadership experience bring valuable insight in the areas of leadership, bank operations, credit evaluation and corporate governance. Edward P. Stone.Mr. Stone, age 72, has served as a director since 2001. Mr. Stone has served as the President of
Peoples Home Health, located in Pensacola, Florida, since 2008, the President of Peoples Home Medical, located in Covington Georgia, since 2009, and the President, owner and administrator of Longleaf Hospice LLC, located in Covington, Georgia, since
2011. He has been involved in the home healthcare industry since 1982. Mr. Stones experience gives him extensive insight into the challenges facing senior citizens and families who live in our market areas, as well as into matters related
to small businesses and economic developments in our market area. The following directors of Community First Bancshares, Inc. have terms ending
following the fiscal year ending December 31, 2021: Marshall L. Ginn.Mr. Ginn, age 66, has served as a
director since 2004. Mr. Ginn has been a licensed real estate broker since 1996, and is an Associate Broker with RE/MAX Agents Realty, located in Covington, Georgia. Mr. Ginn assists in the purchase and sale of residential, commercial and
industrial properties as well as raw land. Prior to joining RE/MAX, Mr. Ginn was co-founder of Medical Services South and founder of ELCO Medical, privately held corporations specializing in the
marketing and sale of orthopedic implants and products. He has served as President of the East Metro Board of Realtors and Chairman of the Newton County Chamber of Commerce. Mr. Ginn brings the board of directors a unique perspective of
the community in areas of economic development, residential housing and commercial opportunities. Mark J. Ross.Mr. Ross, age 51, has served as a director since 2016. Mr. Ross is an attorney and former residential and commercial real estate developer. Since 2012, Mr. Ross has been the co-owner and
Director of Right at Home of East Atlanta, a senior home care and staffing company located in Covington, Georgia. In his position, Mr. Ross focuses on business expansion, including marketing and quality improvement. Mr. Ross
experience in small business and technology gives him extensive insight into local business and real estate matters, as well as the challenges facing senior citizens and families who live in our market areas. Executive Officers Who are Not Directors Gregory J. Proffitt, age 52, was appointed Newton Federal Banks Executive Vice President and Chief Operations Officer in
February 2016, and appointed President in January 2020. Mr. Proffitt has been employed with Newton Federal Bank since 2005, serving as Senior Vice President and Chief Operations Officer beginning in November 2013 and as Controller and
Compliance Officer. Prior to being employed with Newton Federal Bank, Mr. Proffitt has served in various roles with other companies including SunTrust Bank, The Federal Reserve Bank of Atlanta, John H. Harland Company, The Original Honey Baked
Ham Company, Allied Automotive Group, and Blue Cross Blue Shield of Georgia. Clark N. Nelson,age 55, was appointed Newton
Federal Banks Executive Vice President and Chief Credit Officer in January 2020 in connection with Newton Federal Banks acquisition of Affinity Bank. Mr. Nelson formerly served as Executive Vice President and Chief Credit Officer of
Affinity Bank. He began his banking career within the commercial lending division of SunTrust Bank of Atlanta. Mr. Nelson was also employed by Community Trust Bank in Hiram, Georgia, as Senior Credit Officer. Prior to attending college later in
life, he managed and then owned a sports memorabilia store in metropolitan Atlanta. Elizabeth M. Galazka, age 55, was
appointed Newton Federal Banks Executive Vice President of Lending in January 2020 in connection with Newton Federal Banks acquisition of Affinity Bank. Ms. Galazka was Senior Vice President of Commercial Lending at Affinity Bank,
where she began her employment in 2005. Prior to her banking career, Ms. Galazka had 16 years of office management experience in the dental industry.  4




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Tessa M. Nolan, age 35, was named Newton Federal Banks Senior Vice
President and Chief Financial Officer in February 2016, and served as our Controller beginning in March 2014. Ms. Nolan joined Newton Federal Bank in 2005. Robert A. Vickers, age 39, was named Newton Federal Banks Chief Operations Officer in March 2020, and joined Newton
Federal Bank in January 2020 in connection with Newton Federal Banks acquisition of Affinity Bank. Mr. Vickers was the Senior Vice President and Chief Operations Officer of Affinity Bank beginning in 2019, having began employment with
Affinity Bank in 2008. Brandi C. Pajot, age 43, was named Newton Federal Banks Chief Treasury and Risk Management
Officer in March 2020, and joined Newton Federal Bank in January 2020 in connection with Newton Federal Banks acquisition of Affinity Bank. Ms. Pajot was the Senior Vice President and Chief Financial Officer of Affinity Bank beginning in
2010, having began employment with Affinity Bank in 2007. She began her banking career in 2000 and has experience with community and correspondent banks. Ms. Pajot is a CPA and licensed in the State of Georgia. Delinquent Section 16(a) Reports Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file
reports with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of our common stock. Securities and Exchange Commission rules require disclosure if an executive officer, director or 10%
beneficial owner fails to file these reports on a timely basis. Based on our review of ownership reports required to be filed for the year ended December 31, 2019, we believe that no executive officer, director or 10% beneficial owner of our
shares of common stock failed to file ownership reports on a timely basis. Code of Ethics for Senior Officers Community First Bancshares, Inc. has adopted a Code of Ethics for Senior Officers that applies to Community First Bancshares, Inc.s
principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics for Senior Officers is available on our website at www.newtonfederal.com. Amendments to
and waivers from the Code of Ethics for Senior Officers will also be disclosed on our website. Procedures for the Recommendation of Director Nominees
by Stockholders There have been no changes to the procedures by which stockholders can recommend nominees to the Board of Directors
since such procedures were previously disclosed in the Companys Proxy Statement for its 2019 Annual Meeting of Stockholders. Audit Committee The Audit Committee is comprised of Directors Fortson, Richardson, Ross and Stone, each of whom is independent in
accordance with applicable Securities and Exchange Commission rules and Nasdaq listing standards. Mr. Stone serves as chair of the Audit Committee. The Audit Committee does not have an audit committee financial expert as defined
under applicable Securities and Exchange Commission rules. The Board of Directors does not believe it is necessary to have such a person on the Audit Committee because each Audit Committee member has the ability to analyze and evaluate our financial
statements as well as an understanding of the Audit Committees functions. In addition, each Audit Committee member has assessed the finances and financial reporting of his own business.  5




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ITEM 11. EXECUTIVE COMPENSATION Executive Compensation The following
table sets forth for the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018 certain information as to the total remuneration paid by Newton Federal Bank to Johnny S. Smith, who
served as President and Chief Executive Officer during that time period, and our two other most highly compensated executive officers for the year ended December 31, 2019. Each individual listed in the table below is referred to as a
named executive officer.  Summary Compensation
TableName and principal position

Period

Salary($)


Bonus($)(1)


StockAwards($)(2)


OptionAwards($)(3)


All otherCompensation($)(4)


Total($)Johnny S. Smith,President and Chief Executive Officer (5)

Year Ended December 31, 2019


253,000







272,316



230,377



52,947



808,640Three Months Ended
December 31, 2018


58,385



25,000











26,492



109,877Year Ended December 31, 2018


235,308



25,000











47,468



307,218Gregory J. Proffitt,President

Year Ended December 31, 2019


198,000







166,903



131,645



24,100



520,648Three Months Ended
December 31, 2018


45,692



12,000











16,027



73,719Year Ended December 31, 2018


184,154



12,000











18,343



210,343Kenneth D. Lumpkin,Executive Vice President and Chief Lending and Marketing
Officer (6)

Year Ended December 31, 2019


187,000







166,903



131,645



31,193



516,741Three Months Ended
December 31, 2018


43,154



11,000











17,525



71,679Year Ended December 31, 2018


173,923



11,000











28,502



209,502  (1)
Represents discretionary cash bonuses paid for the applicable period. (2)
Reflects the aggregate grant date fair value of restricted stock grated during the applicable year. The
assumptions used in the valuation of these awards are included in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with
the Securities and Exchange Commission. (3)
Reflects the aggregate grant date fair value of option awards granted during the applicable year. The value is
the amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The assumptions used in the valuation of these
awards are included in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission. (4)
A break-down of the various elements of compensation in this column for the year ended December 31, 2019
is set forth in the following table:  Name

All Other CompensationLife InsurancePremiums($)


401(k)Match($)


DirectorFees($)


AutomobileAllowance($)


ClubDues($)


Employee StockOwnership Plan($)


Total All OtherCompensation($)Johnny S. Smith


972



3,162



21,000







3,672



24,141



52,947Gregory J. Proffitt


972



3,960















19,168



24,100Kenneth D. Lumpkin


972



3,974







6,000



2,232



18,015



31,193  (5)
Mr. Smith retired, effective March 13, 2020. In connection with his retirement, Mr. Smith
received a payment of $733,860. (6)
Mr. Lumpkin terminated his employment, effective January 17, 2020. In connection with his
termination, Mr. Lumpkin received a payment of $328,273.  6




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Employment Agreements.Community First Bancshares, Inc. and Newton Federal
Bank have entered into employment agreements with each of Chief Executive Officer Edward J. Cooney and President Gregory J. Proffitt. The
employment agreement with Mr. Cooney has an initial term of three years. The employment agreement with Mr. Proffitt has an initial term of two years. Each year, the boards of directors of Community First Bancshares, Inc. and Newton Federal
Bank may renew the terms of the employment agreements for another year so that they again become a three-year term (in the case of Mr. Cooney) or a two-year term (in the case of Mr. Proffitt). If
Community First Bancshares, Inc. or Newton Federal Bank enters into a transaction that would constitute a change in control under the agreements, the terms of the agreements will automatically extend to three years (in the case of
Mr. Cooney) and two years (in the case of Mr. Proffitt) from the effective date of the change in control. Under the employment
agreements, the current annual base salaries for Messrs. Cooney and Proffitt are $320,000 and $250,000, respectively. Each executive officers base salary will be reviewed at least annually to determine whether an increase is appropriate. In
addition to base salary, the executives are entitled to participate in bonus and incentive programs and benefit plans available to management employees and will be reimbursed for all reasonable business expenses incurred. Mr. Cooney is also
provided with an automobile. Under the employment agreements, if Community First Bancshares, Inc. or Newton Federal Bank terminates the
executives employment for cause, as that term is defined in the employment agreements, the executive will not receive any compensation or benefits after the termination date other than compensation and benefits that have accrued
through the date of the termination. If Community First Bancshares, Inc. or Newton Federal Bank terminates the executives employment without cause or if the executive terminates employment for good reason, as that term is defined
in the employment agreements, Community First Bancshares, Inc. or Newton Federal Bank will pay the executive an amount equal to the greater of (i) the base salary or (ii) the average monthly compensation (as defined in the agreement) that
would be due to the executive for the remaining term of the agreement. The payment will be made in a lump sum within five days of the executives termination. If the termination of employment occurs during the term of the employment agreement
but following a change in control, the executive will receive a payment equal to three times (in the case of Mr. Cooney) or two times (in the case of Mr. Proffitt) the average base salary, bonus and profit sharing contributions paid or
provided to the executive officer during the calendar year immediately preceding the change in control or, if greater, the annualized base salary, bonus and profit sharing contributions. The payment will be made in a lump sum within five days
following the termination of employment. The employment agreements also contain certain post-employment
obligations (non-competition and non-solicitation) that may apply for 24 months following a termination of employment depending on the nature of the
termination. Supplemental Executive Retirement Plan.In connection with its acquisition of Affinity
Bank, Newton Federal Bank has assumed the obligations of the Supplemental Executive Retirement Plan, dated January 2, 2019, between Affinity Bank and Mr. Cooney (the SERP). Under the SERP, Mr. Cooney, upon separating from
service is entitled to a monthly benefit equal to $8,333.33. The normal retirement benefit would commence on the first day of the second month following the later of (i) his normal retirement age (age 65) or (ii) his separation from
service. The benefit is payable monthly and continues for Mr. Cooneys lifetime (with a guarantee of 180 monthly payments). If Mr. Cooney dies while in service or prior to benefit payments commencing under the SERP, his beneficiary
will receive a lump sum benefit equal to the present value of his normal retirement benefit (assuming a payment stream of 180 monthly payments). If Mr. Cooney dies after benefit payments commence under the SERP, but prior to receiving 180
monthly payments, his beneficiary will receive a lump sum payment equal to the present value of the remaining payments that would have been made had Mr. Cooney received 180 payments. Mr. Cooney fully vested in the benefits provided under
the SERP as a result of the change in control of Affinity Bank.  7




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Outstanding Equity Awards at Fiscal Year End. The following table sets forth
information with respect to outstanding equity awards as of December 31, 2019 for the Named Executive Officers.  OUTSTANDING EQUITY AWARDS
AT FISCAL YEAR ENDName

Option awards


Stock awardsNumber ofsecuritiesunderlyingunexercisedoptions (#)exercisable


Number ofsecuritiesunderlyingunexercisedoptions (#)unexercisable


Optionexerciseprice ($)


Optionexpiration date


Number ofShares or Unitsof Stock ThatHave Not Vested(#)


Market Value ofShares or Unitsof Stock ThatHave Not Vested($) (1)Johnny S. Smith






77,568



10.10



April 23, 2029



26,962


$
308,715Gregory J. Proffitt






44,325



10.10



April 23, 2029



16,525


$
189,211Kenneth D. Lumpkin






44,325



10.10



April 23, 2029



16,525


$
189,211  (1)
Based on a closing price of Community First Bancshares, Inc.s common stock of $11.45 as of
December 31, 2019. Equity Incentive Plan.Community First Bancshares, Inc. has adopted the Community
First Bancshares, Inc. 2018 Equity Incentive Plan, which was approved by stockholders in 2018. Subject to permitted adjustments for certain corporate transactions, the 2018 Equity Incentive Plan authorizes the issuance or delivery to participants of
up to 517,123 shares of Community First Bancshares, Inc. common stock pursuant to grants of incentive and non-qualified stock options, restricted stock awards and restricted stock units. Of this number, the
maximum number of shares of Community First Bancshares, Inc. common stock that may be issued under the 2018 Equity Incentive Plan pursuant to the exercise of stock options is 369,374 shares, and the maximum number of shares of Community First
Bancshares, Inc. common stock that may be issued as restricted stock awards or restricted stock units is 147,749 shares. As of December 31, 2019, there were 21,275 restricted stock awards or units and 11,083 stock options that remain available
for future grants under the 2018 Equity Incentive Plan. 401(k) Plan. Newton Federal Bank maintains the Newton Federal Bank
401(k) Profit Sharing Plan, a tax-qualified defined contribution plan for eligible employees (the 401(k) Plan). The named executive officers are eligible to participate in the 401(k) Plan just like
other employees. An employee must complete three months of service to be eligible to participate in the 401(k) Plan. Under the 401(k)
Plan, a participant may elect to defer, on a pre-tax basis, the maximum amount as permitted by the Internal Revenue Code. For 2019, the salary deferral contribution limit is $19,000, provided, however, that a
participant over age 50 may contribute an additional $6,000 to the 401(k) Plan for a total of $25,000. In addition to salary deferral contributions, Newton Federal Bank may make discretionary matching contributions to the 401(k) Plan. Newton Federal
Bank made a matching contribution to the 401(k) Plan for the plan year ended December 31, 2019. A participant is always 100% vested in his or her salary deferral contributions. Matching contributions vest 100% after three years of
participants service with Newton Federal Bank. Generally, unless the participant elects otherwise, the participants account balance will be distributed as a result of the participants termination of employment. Expense recognized
in connection with the 401(k) Plan totaled $113,168 for the fiscal year ended December 31, 2019. Employee Stock Ownership
Plan.In connection with its mutual holding company reorganization and related stock offering, Newton Federal Bank adopted an employee stock ownership plan for eligible employees. The named executive officers are eligible to participate in
the employee stock ownership plan just like other employees. Eligible employees will begin participation in the employee stock ownership plan on the later of the effective date of the reorganization or upon the first entry date commencing on or
after the eligible employees completion of one year of service and attainment of age 21. The employee stock ownership plan trustee
purchased, on behalf of the employee stock ownership plan, 295,499 shares of Community First Bancshares, Inc. common stock outstanding, funded with a loan from Community First Bancshares, Inc. equal to the aggregate purchase price of the common
stock. The loan will be repaid principally through Newton Federal Banks discretionary contributions to the employee stock ownership plan and any dividends payable on common stock held by the employee stock ownership plan over the anticipated 25-year term of the loan. The interest rate for the employee stock ownership plan loan is the prime rate, as published in The Wall Street Journal, on the closing date of the offering.  8




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The trustee holds the shares purchased by the employee stock ownership plan in an
unallocated suspense account, and shares are released from the suspense account on a pro-rata basis as we repay the loan. A participant will become 100% vested in his or her account balance after three years
of service. Participants who were employed by Newton Federal Bank immediately prior to the stock offering will receive credit for vesting purposes for years of service prior to adoption of the employee stock ownership plan. Participants also will
become fully vested automatically upon normal retirement, death or disability, a change in control, or termination of the employee stock ownership plan. Generally, participants will receive distributions from the employee stock ownership plan upon
separation from service in accordance with the terms of the plan document. The employee stock ownership plan reallocates any unvested shares forfeited upon termination of employment among the remaining participants. Life Insurance Coverage.Newton Federal Bank provides life insurance to certain of its employees, including the named executive
officers. The death benefits for Messrs. Proffitt and Cooney are $300,000 (two times current salary with a maximum) and $250,000 (one times current salary with a maximum), respectively. Newton Federal Bank has also entered into death-benefit only
agreements with the named executive officers that will pay a death benefit to their beneficiaries in the event of death while employed in the amounts of two times base salary for Mr. Cooney and one and
one-half times for Mr. Proffitt. Directors Compensation The following table sets forth for the year ended December 31, 2019 certain information as to the total remuneration we paid to our
directors. Mr. Smith received director fees of $21,000 for the year ended December 31, 2019, which is included in All Other Compensation in the Summary Compensation Table.  Director Compensation
Table For the Year Ended December 31, 2019Name

Fees Earned orPaid in Cash($)


StockAwards($)(1)


OptionAwards($)(2)


NonqualifiedDeferredCompensationEarnings ($)(3)


All OtherCompensation ($)


Total($)William D. Fortson, Jr.


46,750



65,650



18,465



58,581







189,446Marshall L. Ginn


23,400



65,650



18,465



38,368







145,883Bob W. Richardson


23,850



65,650



18,465



83,276







191,241Howard G. Roberts


21,700



65,650



18,465











105,815Mark J. Ross


21,850



65,650



18,465











105,965Edward P. Stone


22,450



65,650



18,465



37,800







144,365  (1)
Reflects the aggregate grant date fair value of restricted stock grated during the applicable year. The
assumptions used in the valuation of these awards are included in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with
the Securities and Exchange Commission. As of December 31, 2019, each director listed in the table held 6,500 unvested shares of restricted stock. (2)
Reflects the aggregate grant date fair value of option awards granted during the applicable year. The value is
the amount recognized for financial statement reporting purposes in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are included in Note 11 to our audited financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission. As of December 31, 2019, each director listed in the table held 18,468 unvested stock options
with an exercise price of $10.10. (3)
Reflects above-market earnings under the Directors Deferred Compensation Plan, described below. Director Fees.Directors of Community First Bancshares, Inc. currently only earn fees in his or her
capacity as a board or committee member of Newton Federal Bank. Directors of Newton Federal Bank earn an annual fee of $21,000, and our chairman receives an additional chairman fee of $21,000 per year. Directors currently receive fees of $150 per
meeting for service on the Audit, Compensation and Asset/Liability Management Committees and $100 per meeting for service on the Loan Committee. Directors Deferred Compensation Plan.Newton Federal Bank sponsors a deferred compensation plan under which
eligible directors were previously able to defer the receipt of compensation that otherwise would have been payable to them for their service as a director. Effective June 30, 2015, the plan has been frozen with respect to further deferral
contributions and any new participants. However, directors who previously deferred compensation  9




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##### Table of Contents

under the plan maintain a benefit under the plan until the deferred compensation is distributed to them in accordance with their previous elections and the terms of the plan. Until their benefits
are distributed under the plan, the deferred compensation will be credited with earnings, compounded quarterly, at a rate equal to the average pre-tax return for the immediately preceding ten-year period on shares in the Vanguard Balanced Index Fund Admiral Shares, as published in the funds annual report for December 31 of the immediately preceding calendar year. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER
MATTERS Persons and groups who beneficially own in excess of 5% of the shares of common stock are required to file certain reports
with the Securities and Exchange Commission regarding such ownership. The following table sets forth, as of April 27, 2020, the shares of common stock beneficially owned by our directors and executive officers, individually and as a group, and
by each person who was known to us as the beneficial owner of more than 5% of the outstanding shares of common stock. The mailing address for each of our directors and executive officers is 3175 Highway 278, Covington, Georgia 30014.  Shares of CommonStock BeneficiallyOwned as of theRecord Date (1)


Percent of Shares ofCommon StockOutstanding (2)Persons Owning Greater than 5%Community First Bancshares, MHC
3175 Highway 278
Covington, Georgia 30014


4,070,655



54.3
%Kenneth R. Lehman
122 N. Gordon Road
Ft. Lauderdale, Florida 33301


380,457
(10)


5.1
%DirectorsEdward J. Cooney


6,000



*William D. Fortson, Jr.


40,193
(3)


*Marshall L. Ginn


23,687
(4)


*Bob W. Richardson


20,240
(5)


*Howard G. Roberts


6,994
(6)


*Mark J. Ross


5,894
(7)


*Robin S. Reich


1,000



*Edward P. Stone


36,864
(7)


*Executive Officers who are not DirectorsGregory J. Proffitt


28,573
(8)


*Clark N. Nelson






Elizabeth M. Galazka






Tessa M. Nolan


22,576
(9)


*Robert A. Vickers






Brandi C. Pajot






All directors and executive officers as a group (14 persons)


192,021



2.6
%  *
Less than 1%. (1)
In accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of Community First Bancshares, Inc. common stock if he has or shares voting or investment power with respect to such common stock or has a
right to acquire beneficial ownership at any time within 60 days from May 4, 2020. As used herein, voting power is the power to vote or direct the voting of shares and investment power is the power to dispose or direct
the disposition of shares. Except as otherwise noted, ownership is direct and the named individuals and group exercise sole voting and investment power over the shares of Community First Bancshares, Inc. common stock (2)
Based on a total of 7,499,760 shares of common stock outstanding as of April 27, 2020. (3)
Includes 5,200 shares of unvested restricted stock and 3,693 exercisable stock options. (4)
Includes 13,494 shares held by a corporation, 5,200 shares of unvested restricted stock and 3,693 exercisable
stock options. (5)
Includes 7,547 shares held in an individual retirement account, 5,200 shares of unvested restricted stock and
3,693 exercisable stock options. (6)
Includes 1,000 shares held as custodian, 5,200 shares of unvested restricted stock and 3,693 exercisable stock
options. (7)
Includes 5,200 shares of unvested restricted stock and 3,693 exercisable stock options. (8)
Includes 1,674 shares held in the employee stock ownership plan, 13,220 shares of unvested restricted stock and
8,865 exercisable stock options. (9)
Includes 1,000 shares held in an individual retirement account, 1,098 shares held in the employee stock
ownership plan, 11,133 shares of unvested restricted stock and 7,387 exercisable stock options. (10)
As disclosed in Schedule 13G filed with the Securities and Exchange Commission on February 21, 2020.  10




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##### Table of Contents

Set forth below is information as of December 31, 2019 with respect to compensation
plans (other than our Employee Stock Ownership Plan) under which Company equity securities are authorized for issuance. Other than our Employee Stock Ownership Plan, we do not have any equity compensation plans that were not approved by our
stockholders. Equity compensation plans approved by stockholders consist of the Community First Bancshares, Inc. 2018 Equity Incentive.  Equity Compensation Plan
InformationNumber of securities to beissued upon exercise ofoutstanding options,warrants and rights


Weighted-average exerciseprice outstanding options,warrants and rights


Number of securitiesremaining available forfuture issuance under stock-based compensation plans(excluding
securitiesreflected in first column)Equity compensation plans approved by security holders


0



N/A



0Equity compensation plans not approved by security holders


0



N/A



0Total


517,123



N/A



517,123 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTORINDEPENDENCE Transactions With Certain Related Persons The Sarbanes-Oxley Act of 2002 generally prohibits publicly traded companies from making loans to their executive officers and directors, but
it contains a specific exemption from such prohibition for loans made by federally insured financial institutions, such as Newton Federal Bank, to their executive officers and directors in compliance with federal banking regulations. Federal
regulations permit executive officers and directors to receive the same terms that are widely available to other employees as long as the director or executive officer is not given preferential treatment compared to the other participating
employees. Newton Federal Bank makes loans to its employees through an employee loan program pursuant to which loans are made at a reduced rate. The reduced rate is 0.50% below the interest rate offered to the public. Employees also receive a 50%
discount on loan origination fees. The chart below lists our executive officers who participated in the employee loan program during the
year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018, and certain information with respect to their loans. No other directors or executive officers of Newton Federal Bank
participated in the employee loan program during the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018. Mr. Lumpkin terminated his employment from Newton Federal Bank
effective January 17, 2020.  11




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##### Table of Contents

Name

Type of Loan

LargestAggregateBalance1/1/19 to12/31/19


PrincipalBalance12/31/19


Principal Paid1/1/19 to12/31/19


Interest Paid1/1/19 to12/31/19


InterestRateGregory J. Proffitt

Home Mortgage

$
261,817


$
254,075


$
7,742


$
9,017



3.49
%Kenneth D. Lumpkin

Consumer

$
14,674


$
11,855


$
7,839


$
1,161



8.25
%Home Mortgage

$
373,636


$
366,108


$
7,528


$
16,623



4.49
%Tessa M. Nolan

Home Mortgage

$
146,803


$
139,076


$
7,727


$
5,734



4.00
%Consumer

$
24,927


$
23,680


$
3,163


$
1,460



7.00
%Name

Type of Loan

LargestAggregateBalance10/1/18 to12/31/18


PrincipalBalance12/31/18


Principal Paid10/1/18 to12/31/18


Interest Paid10/1/18 to12/31/18


InterestRateGregory J. Proffitt

Home Mortgage

$
263,722


$
261,817


$
1,905


$
2,296



3.49
%Kenneth D. Lumpkin

Consumer

$
14,743


$
14,674


$
394


$
198



9.05
%Home Mortgage

$
374,882


$
373,636


$
1,246


$
4,124



4.49
%Tessa M. Nolan

Home Mortgage

$
148,684


$
146,803


$
1,881


$
1,481



4.00
%Consumer

$
19,335


$
18,544


$
791


$
353



7.80
%Name

Type of Loan

LargestAggregateBalance10/01/17 to9/30/18


PrincipalBalance9/30/18


Principal Paid10/01/17 to9/30/18


Interest Paid10/01/17 to9/30/18


InterestRateGregory J. Proffitt

Home Mortgage

$
271,176


$
263,722


$
7,454


$
9,346



3.49
%Kenneth D. Lumpkin

Consumer

$
14,993


$
11,743


$
6,550


$
1,085



8.75
%Home Mortgage

$
382,557


$
374,882


$
7,675


$
18,437



4.49
%Tessa M. Nolan

Home Mortgage

$
156,120


$
148,684


$
7,436


$
6,109



4.00
%Consumer

$
23,015


$
19,335


$
3,680


$
1,418



7.50
% At the time of termination of employment with Newton Federal Bank, the interest rate will be adjusted to the non-employee interest rate. These loans neither involve more than the normal risk of collection nor
present other unfavorable features. Loans made to directors or executive officers, including any modification of such loans, must be approved by a majority of disinterested members of the board of directors. The interest rate on loans to directors
and officers is the same as that offered to other employees. Since October 1, 2017, other than described above, and except for loans
to executive officers made in the ordinary course of business that were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Newton Federal
Bank and for which management believes neither involve more than the normal risk of collection nor present other unfavorable features, we and our subsidiary have not had any transaction or series of transactions, or business relationships, nor are
any such transactions or relationships proposed, in which the amount involved exceeds $120,000 and in which our directors or executive officers have a direct or indirect material interest. Pursuant to our Policy and Procedures for Approval of Related Person Transactions, the Audit Committee periodically reviews, no less
frequently than twice a year, a summary of transactions in excess of $25,000 with our directors, executive officers, and their family members, for the purpose of determining whether the transactions are within our policies and should be ratified and
approved. Additionally, pursuant to our Code of Business Conduct and Ethics, all of our executive officers and directors must disclose any personal or financial interest in any matter that comes before Community First Bancshares, Inc.  12




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##### Table of Contents

Board Independence The Board of Directors has determined that each of our directors, with the exception of Chief Executive Officer Edward J. Cooney, is
independent as defined in the listing standards of the Nasdaq Stock Market. Mr. Cooney is not independent because he is one of our executive officers. In determining the independence of our directors, the board of directors
considered relationships between Newton Federal Bank and our directors that are not required to be reported under Transactions With Certain Related Persons, consisting of deposit accounts that our directors maintain at Newton
Federal Bank. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Set forth below is certain information concerning aggregate fees billed for professional services rendered during the year ended
December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018 by Porter Keadle Moore, LLC, who served as the Companys principal accountant for those years.  Year EndedDecember 31, 2019


Three Months EndedDecember 31, 2018


Year EndedSeptember 30, 2018Audit Fees

$
146,074


$
28,189


$
142,900Audit-Related Fees

$



$



$
3,700Tax Fees

$
26,666


$



$
42,100All Other Fees

$



$



$
 Audit Fees.Audit Fees include aggregate fees billed for professional services for the audit of
Community First Bancshares, Inc.s annual consolidated financial statements for the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018, and the limited reviews of
quarterly condensed consolidated financial statements included in periodic reports filed with the Securities and Exchange Commission during those periods, including out of pocket expenses. Audit-Related Fees.Audit-Related Fees include fees billed for non-audit professional
services rendered during the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018, including research, correspondence, meetings and assistance relating to the mutual holding
company formation and reorganization, and review of the associated stock offering materials and prospectus as filed with the Securities and Exchange Commission. Tax Fees.Tax Fees include fees billed for professional services related to tax services rendered during the year ended
December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018. The Audit Committee has
considered whether the provision of non-audit services, which relate primarily to tax services and public company status, was compatible with maintaining the independence of Porter Keadle Moore, LLC. The Audit
Committee concluded that performing such services did not affect the independence of Porter Keadle Moore, LLC in performing its function as our independent registered public accounting firm. The Audit Committees current policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, either by approving an engagement prior to the engagement or pursuant to a pre-approval
policy with respect to particular services, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended. These
services may include audit services, audit-related services, tax services and other services. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee when
expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public
accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee pre-approved 100% of audit-related fees and
tax fees billed and paid during the year ended December 31, 2019, the three months ended December 31, 2018 and the year ended September 30, 2018, as indicated in the table above.  13




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##### Table of Contents

PART IV ITEM 15. Exhibits and Financial Statement Schedules  31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 
302 of the Sarbanes-Oxley Act of 200231.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 
302 of the Sarbanes-Oxley Act of 2002  14




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##### Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.  COMMUNITY FIRST BANCSHARES, INC.Date: April 29, 2020



By:

/s/ Edward J. CooneyEdward J. CooneyChief Executive Officer and Director(Duly Authorized Representative)   15