Cullman Bancorp : 2023 Proxy Statement – April 19, 2023

Cullman Bancorp, Inc.

316 Second Avenue, S.W.

Cullman, Alabama 35055

[phone]

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 16, 2023

The 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Cullman Bancorp, Inc. (the "Company") will be held at the main office of Cullman Savings Bank, located at 316 Second Avenue S.W., Cullman, Alabama, on Tuesday, May 16, 2023 at 5:00 p.m., local time. Enclosed are a Proxy Card and a Proxy Statement for the Annual Meeting and the Company's Annual Report for the year ended December 31, 2022.

The purpose of the Annual Meeting is to consider and vote upon:

1. The election of two directors to the Board of Directors;
2. The ratification of the appointment of Crowe LLP to serve as the independent registered public accounting firm for the Company for the year ending December 31, 2023;
3. The approval of the Cullman Bancorp, Inc. 2023 Equity Incentive Plan; and

such other matters as may properly come before the Annual Meeting, or any adjournments thereof. (Note: The Board of Directors is not aware of any other matters).

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on March 24, 2023, are the stockholders entitled to vote at the Annual Meeting, and at any adjournments thereof.

EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED SELF-ADDRESSED,POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY A STOCKHOLDER MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE ANNUAL MEETING. ATTENDANCE AT THE ANNUAL MEETING WILL NOT IN ITSELF CONSTITUTE REVOCATION OF YOUR PROXY.

By Order of the Board of Directors

Robin O'Berry

Corporate Secretary

Cullman, Alabama

April 19, 2023

A SELF-ADDRESSED ENVELOPE FOR RETURNING YOUR PROXY IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: THE PROXY STATEMENT, INCLUDING THE NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS, AND CULLMAN BANCORP, INC. ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2022, ARE EACH AVAILABLE ON THE INTERNET AT https://www.cullmansavingsbank.com/about/investor-relations/

Cullman Bancorp, Inc.

316 Second Avenue, S.W.

Cullman, Alabama 35055

[phone]

PROXY STATEMENT

FOR

2023 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Cullman Bancorp, Inc. (the "Company") to be used at the 2023 Annual Meeting of Stockholders of the Company (the "Annual Meeting"), which will be held at the main office of Cullman Savings Bank, located at 316 Second Avenue S.W., Cullman, Alabama, on, Tuesday, May 16, 2023, at 5:00 p.m., local time, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders, the Proxy Card and this Proxy Statement are first being mailed on or about April 19, 2023 to stockholders of record as of the close of business on March 24, 2023.

REVOCATION OF PROXIES

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of the Board of Directors of the Company will be voted according to the instructions indicated thereon. Where no instructions are indicated, validly executed and dated proxies will be voted "FOR" the proposals set forth in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy will vote the shares represented by such proxies on such matters in such manner as shall be determined by a majority of the Board of Directors.

A proxy may be revoked at any time before its exercise by sending written notice of revocation to the Secretary of the Company at the address shown above, by delivering to the Company a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. However, if you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from your record holder to vote personally at the Annual Meeting. The presence at the Annual Meeting of any stockholder who had returned a proxy shall not revoke such proxy unless the stockholder delivers his or her ballot in person at the Annual Meeting or delivers a written revocation to the Secretary of the Company before such proxy is voted.

VOTING SECURITIES, QUORUM, AND COUNTING OF VOTES

Voting Securities

Except as noted below, holders of record of the Company's common stock, par value $0.01 per share, as of the close of business on March 24,

2023 are entitled to one vote for each share then held. As of the close of business on March 24, 2023, the Company had 7,383,585 shares of common stock issued and outstanding.

The Company's Articles of Incorporation provide that, subject to certain exceptions, record owners of the Company's common stock that is beneficially owned by a person who beneficially owns in excess of 10% of the Company's outstanding shares are not entitled to any vote in respect of the shares held in excess of the 10% limit.

Quorum

The presence in person or by proxy of holders of a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present. In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented at the time of the annual meeting, the annual meeting may be adjourned in order to permit the further solicitation of proxies.

Method of Counting Votes

As to the election of directors, the proxy card being provided by the Board of Directors enables a stockholder: (i) to vote FOR ALL nominees proposed by the Board; (ii) to WITHHOLD for ALL nominees; or (iii) to vote FOR ALL EXCEPT one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which the authority to vote for the nominees being proposed is withheld. Plurality means that individuals who receive the highest number of votes cast are elected, up to the maximum number of directors to be elected at the annual meeting.

As to the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2023, by checking the appropriate box, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on the ratification. The ratification of this matter shall be determined by a majority of the votes cast on the matter. Broker non-votes and abstentions will not affect the outcome of the vote.

As to the approval of the Cullman Bancorp, Inc. 2023 Equity Incentive Plan, a stockholder may, by checking the appropriate box: (i) vote "FOR" the approval; (ii) vote "AGAINST" the approval; or (iii) "ABSTAIN" from voting on the approval. The approval of the 2023 Equity Incentive Plan requires a majority of the votes cast in favor of the matter. Broker non-votes and abstentions will not affect the outcome of the vote.

Voting by Participants in the ESOP and by Holders of Non-Vested Restricted Stock

Participants in the Cullman Savings Bank Employee Stock Ownership Plan (the "ESOP") will receive a vote authorization form for the plan that reflects all shares the participant may direct the trustees to vote on his or her behalf under the plan. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of Company common stock allocated to his or her account. The ESOP trustee will vote all unallocated shares of Company common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. The deadline for returning your ESOP

Vote Authorization is Tuesday, May 9, 2023 at 5:00 p.m., local time.

Pursuant to the terms of the Cullman Bancorp, Inc. 2020 Equity Incentive Plan, a participant is entitled to vote the non-vested restricted shares of the Company's common stock awarded to him or her.

2

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 24, 2023, the beneficial ownership of shares of common stock of the Company held by our directors and executive officers, individually and as a group, and all individuals known to management to own more than 5% of our common stock at March 24, 2023. For purposes of this table, a person is deemed to be the beneficial owner of any shares of common stock over which he has, or shares, directly or indirectly, voting or investment power or as to which he or she has the right to acquire beneficial ownership at any time within 60 days after on March 24, 2023. The mailing address for each of our directors and executive officers is 316 Second Avenue S.W., Cullman, Alabama 35055.

	Number of	Percent
	Shares	Outstanding (1)
5% Beneficial Owners:
Cullman Savings Bank Employee Stock Ownership Plan	1,006,155	13.6%
316 Second Avenue SW
Cullman, Alabama 35055
John A. Riley, III, Chairman, President and Chief Executive
Officer	429,419 (2)(9)	5.8%
Directors:
Gregory T. Barksdale	80,348(3)	1.1%
Chad T. Burks	69,601(4)	*
Dr. Paul D. Bussman	44,512(5)	*
Nancy McClellan	101,122 (6)	1.4%
Lynne Morton	62,436(7)	*
Robin Parson	220,676 (8)	3.1%
Executive Officers Who Are Not Directors:
T'aira Ugarkovich, Executive Vice President and Chief Operations
Officer	134,892 (2)(10)	1.8%
Katrina Stephens, Senior Vice President and Chief Financial
Officer	89,191 (11)	1.2%
All directors and executive officers as a group (9 persons)	1,243,129	16.8%

• Less than 1%.

1. Based on 7,383,585 shares outstanding at March 24, 2023.
2. Mr. Riley and Ms. Ugarkovich are trustees of the Employee Stock Ownership Plan and are deemed to have beneficial ownership of the shares held by the Employee Stock Ownership Plan. Including such shares held by the Employee Stock Ownership Plan not already allocated to their accounts, Mr. Riley beneficially owned 917,379 shares of our common stock, or 12.42% of the outstanding shares as of March 24, 2023, and Ms. Ugarkovich beneficially owned 806,356 shares of our common stock, or 10.92% of the outstanding shares as of March 24, 2023.
3. Includes 6,817 shares of unvested restricted stock and 6,818 unexercised stock options.
4. Includes 6,817 shares of unvested restricted stock, 6,818 unexercised stock options and 50,000 shares of stock that are pledged as collateral.
5. Includes 6,817 shares of unvested restricted stock, 6,818 unexercised stock options and 20,000 shares of stock that are pledged as collateral.
6. Includes 6,817 shares of unvested restricted stock, 6,818 unexercised stock options and 25,000 shares of stock that are pledged as collateral.
7. Includes 6,817 shares of unvested restricted stock and 6,818 unexercised stock options.
8. Includes 14,999 shares of unvested restricted stock, 15,000 unexercised stock options and 98,007 shares held by the employee stock ownership plan.
9. Includes 34,090 shares of unvested restricted stock, 34,090 unexercised stock options and 155,752 shares held by the employee stock ownership plan.
10. Includes 20,454 shares of unvested restricted stock, 20,454 unexercised stock options, 10,884 shares held by the employee stock ownership plan and 56,000 shares that are pledged as collateral for a loan.
11. Includes 8,182 shares of unvested restricted stock, 8,180 unexercised stock options, 15,577 shares held by the employee stock ownership plan and 40,000 shares of stock that are pledged as collateral for a loan.
12. For purposes of this table, a person is deemed to be the beneficial owner of shares of common stock if he or she has shared voting or investment power with respect to the shares of common stock or has a right to acquire beneficial ownership at any time within 60 days from March 24, 2023. "Voting power" is the power to vote or direct the voting of shares, and "investment power" is the power to dispose of or direct the disposition of shares.
13. As of March 24, 2023, 280,200 shares of common stock had been allocated to the accounts of executive officers under the ESOP. Shares of common stock allocated to the accounts of participants are voted according to instructions of the respective participants. Unallocated shares are voted by the ESOP trustee on a pro rata basis according to the voting instructions of plan participants

3

PROPOSAL 1 - ELECTION OF DIRECTORS

Our Board of Directors is comprised of seven 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. Two directors have been nominated for election at the annual meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. The Board of Directors has nominated Nancy F. McClellan and Lynne Butler Morton to serve as directors for three-year terms. Each nominee is currently a director of the Company.

The following sets forth certain information regarding the nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the annual meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of December 31, 2022, and term as a director includes service with Cullman Savings Bank.

With respect to directors and nominees, 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 the Company is also a director of Cullman Savings Bank.

The Board of Directors unanimously recommends a vote "FOR" all of the nominees for director.

Nominees for Director:

Nancy F. McClellan. Age 65. Ms. McClellan has been a lawyer in private practice since 1982. She is a partner with the law firm of Bland, Harris & McClellan, P.C., of Cullman, Alabama, and has served as attorney for Cullman Savings Bank since 2001. Ms. McClellan's Master of Laws degree with a concentration in taxation provides the board of directors with a unique perspective in addressing the legal requirements of the Company and Cullman Savings Bank. Her professional experience also provides us with expertise in the areas of real estate and estate law. Director since 1999.

Lynne Butler Morton. Age 46. Ms. Morton is a Territory Manager with TriGreen Equipment and has been involved with John Deere products since 2000. Ms. Morton is responsible for financial budgets, operation processes and human resources for all departments within her dealerships. Her significant experience in employee development, training, and business management provides the board with substantial insight into operations and development. Director since 2020.

Directors with terms ending following the fiscal year ending December 31, 2023:

Gregory T. Barksdale. Age 56. Mr. Barksdale is a District Sales Manager for ALFA Insurance. He has been employed with ALFA Insurance since

2003. From 1991 until 2003, he was employed as a banker in Cullman County, and has expertise in consumer and commercial lending. Mr. Barksdale brings the board of directors a unique perspective of the community in areas of economic development, residential housing and commercial opportunities. Mr. Barksdale's business experience with financial institutions also gives him extensive insights into the challenges and opportunities in our overall operations and lending activities. Director since 2013.

Dr. Paul D. Bussman. Age 66. Dr. Bussman has been a practicing dentist in Cullman since 1983. He also served as the Alabama State Senator for the 4th District (Cullman, Winston and Lawrence Counties) from 2010 to 2018. Dr. Bussman's senatorial experience and experience in our local markets provides us with substantial insights and discipline for enhancing our public perception and corporate citizenship initiatives. Director since 1994.

4