UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Schedule 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CBM BANCORP, INC. 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 10, 2020

9, 2021

Dear Fellow Stockholder:

Stockholders:

The 20202021 Annual Meeting of Stockholders of CBM Bancorp, Inc. will be held at the Main Office of Chesapeake Bank of Maryland, 2001 East Joppa Road, Baltimore, Maryland, on May 13, 2020,12, 2021, at 10:30 a.m., Eastern Time. The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting.

The enclosed Notice of the Annual Meeting and Proxy Statement describe the formal business to be transacted. Also enclosed for your review is our 20192020 Annual Report to Stockholders, which contains detailed information concerning the activities and operating performance of the Company.

It is particularly important that you be represented by proxy at the Annual Meeting regardless of the number of shares you own. The Company will expect any stockholder in attendance at the Annual Meeting to observe applicable health and safety guidance and requirements with respect to the Coronavirus disease (COVID-19), including social distancing and the wearing of masks. Due to recentthe continued health and travel concerns associated with the Coronavirus disease (COVID-19), we requestCOVID-19 and our limited meeting space, you may determine that it is not advisable for you notto attend the Annual Meeting. In that case, you are strongly encouraged to return a completed proxy in the form distributed along with the enclosed Notice of Annual Meeting and Proxy Statement.

If you expect to attend the Annual Meeting in person, please call Joseph Solomon by 3:1:00 p.m., Eastern Time, on May 12, 2020,11, 2021, to advise us of your plans.plans so that the Company can be adequately prepared to comply with applicable health and safety guidance and requirements.

PLEASE VOTE YOUR PROXY BEFORE THE ANNUAL MEETING. PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN ENVELOPE AS QUICKLY AS POSSIBLE. ALTERNATIVELY, YOU CAN VOTE ONLINE ATWWW.VOTEPROXY.COM, OR VOTE BY CALLING 1-800-776-9437. THIS WILL ASSURE THAT YOUR VOTE IS COUNTED.This will assure that your vote is counted.

Your support of and interest in our Company are sincerely appreciated.

Sincerely,

Sincerely,
/s/ William J. Bocek, Jr.				/s/ Joseph M. Solomon
William J. Bocek, Jr.				Joseph M. Solomon
Chairman				President

CBM BANCORP, INC.

2001 EAST JOPPA ROAD

BALTIMORE, MARYLAND 21234

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 12, 2021

NOTICE IS HEREBY GIVENthat an Annual Meeting of Stockholders of CBM Bancorp, Inc. (the “Company”) will be held at the Main Office of Chesapeake Bank of Maryland, 2001 East Joppa Road, Baltimore, , Maryland, on May 13, 2020,12, 2021, at 10:30 a.m., Eastern Time, for the following purposes:

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, by original or later adjournment, the Annual Meeting may be adjourned. Pursuant to the Company’s Bylaws, the Board of Directors has fixed the close of business on April 3, 2020,March 31, 2021, as the record date for determination of the stockholders entitled to vote at the Annual Meeting and any adjournments thereof.

Attendees will be strongly encouraged to observe applicable public health and safety guidance and requirements with respect to COVID-19, including wearing masks and socially distancing.

YOU ARE REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ALTERNATIVELY, YOU CAN VOTE ONLINE OR BY TELEPHONE. YOU SHOULD HAVE THE PROXY CARD AVAILABLE IF USING THE INTERNET OR TELEPHONE VOTING METHODS AS IT CONTAINS IMPORTANT INFORMATION FOR LOGGING INTO THE VOTING SYSTEMS AND COMPLETING YOUR PROXY.

YOU MAY REVOKE YOUR PROXY BY FILING WITH THE CORPORATE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR BROKER TO VOTE IN PERSON AT THE ANNUAL MEETING.

BY ORDER OF THE BOARD OF DIRECTORS
	/s/ Philip E. Logan Philip E. Logan
Corporate Secretary

Baltimore, Maryland

April 10, 2020

9, 2021

PROXY STATEMENT

OF

CBM BANCORP, INC.

2001 EAST JOPPA ROAD

BALTIMORE, MARYLAND

ANNUAL MEETING OF STOCKHOLDERS

May 12, 2021

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of CBM Bancorp, Inc. (the “Company”) to be used at the Company’s Annual Meeting of Stockholders to be held at the Main Office of Chesapeake Bank of Maryland (the “Bank”), 2001 East Joppa Road, Baltimore, Maryland, on May 13, 2020,12, 2021, at 10:30 a.m., Eastern Time (the “Annual Meeting”). The accompanying Notice of Annual Meeting and this Proxy Statement are being first mailed to stockholders on or about April 10, 2020.

9, 2021.

At the Annual Meeting, stockholders will consider and vote upon the election of twothree directors of the Company, each to serve a three-year term, and the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.2021.

Other attendees will be strongly encouraged to observe applicable public health guidance and requirements with respect to COVID-19, including wearing masks and socially distancing.

The Board of Directors knows of no additional matters that will be presented for consideration at the Annual Meeting. Execution of a proxy, however, confers on the designated proxy holders the discretionary authority to vote the shares represented by such proxy as determined by a majority of the Board of Directors. The Board of Directors, intends to exercise its discretionary authority to the fullest extent permitted under the Securities Exchange Act of 1934.

VOTING AND PROXY PROCEDURES

Who Can Vote at the Annual Meeting

You are only entitled to vote at the Annual Meeting if our records show that you held shares of our Common Stock, par value $0.01 per share (the “Common Stock”), as of the close of business on April 3, 2020March 31, 2021 (the “Record Date”). If your shares are held by a broker or other intermediary, you can only vote your shares at the Annual Meeting if you have a properly executed proxy from the record holder of your shares (or their designee). As of the Record Date, a total of 3,857,3083,527,033 shares of Common Stock were outstanding. Except as otherwise noted below, each share of Common Stock has one vote on each matter presented.

The presence, in person or by proxy, of at least one-third of the total number of shares of Common Stock outstanding and entitled to vote will be necessary to constitute a quorum at the Annual Meeting.

Voting by Proxy

The Board of Directors is sending you this Proxy Statement for the purpose of requesting that you allow your shares of Common Stock to be represented at the Annual Meeting by the persons named in the enclosed proxy card. As shown on your proxy card, you may also vote your shares by Internet or telephone voting. All shares of Common Stock represented at the Annual Meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy. If you execute a proxy (by any permitted method) without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.The Board of Directors recommends a vote “FOR” its nominees for directors, and “FOR” the ratification of the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm.

If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the persons named in the proxy will vote your shares as determined by a majority of the Board of Directors. If the Annual Meeting is postponed or adjourned, your shares of Common Stock may be voted by the persons named in the proxy card on the new Annual Meeting date as well, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the Annual Meeting.

You may revoke your proxy at any time before the vote is taken at the Annual Meeting. To revoke your proxy you must advise the Company’s Corporate Secretary in writing before your Common Stock has been voted at the Annual Meeting,deliver a later-dated proxy (executed in writing, telephonically or via the Internet), or attend the Annual Meeting and vote your shares in person. Attendance at the Annual Meeting will not in itself revoke your proxy.

Limitation on Voting

The Articles of Incorporation provide that in no event will any person who beneficially owns more than 10% of the then-outstanding shares of Common Stock be entitled or permitted to vote any of the shares of Common Stock held in excess of the 10% limit.

Participants in the Company’s Employee Stock Ownership Plan

If you participate in the Company’s Employee Stock Ownership Plan (the “ESOP”), you will receive vote authorization materials which will reflect all the shares that you may direct the trustees to vote on your behalf under the ESOP. Under the terms of the ESOP, the ESOP trustees vote all shares held by the ESOP, but each ESOP participant may direct the trustees how to vote the shares of Common Stock allocated to his or her account. The ESOP trustees, subject to the exercise of their fiduciary duties, will vote all unallocated shares of Common Stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which they have received timely voting instructions. The deadline for returning your voting instructions to the ESOP trustees is May 6, 2020.5, 2021.

PROPOSAL I – ELECTION OF DIRECTORS

The Board of Directors currently consists of seven members divided into three classes, and such classes are to be as nearly equal in number as possible. The directors are elected for staggered three-year terms, or until their successors are elected and qualified. Annually, approximately one-third of the Board is to be elected.

It is intended that proxies solicited by the Board of Directors will, unless otherwise specified, be voted for the election of the named nominees for the terms indicated. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend or the size of the Board may be reduced to eliminate the vacancy. At this time, the Board of Directors knows of no reason why any nominee might be unavailable to serve.

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2The following table sets forth for the nominees, the directors continuing in office and certain executive officers: name, age, the year the individual first became a director or officer of the Bank, the term of office and the number and percentage of shares of Common Stock beneficially owned by each of them as of the Record Date.

Biographical Information

Set forth below are biographies of the nominees for director, the continuing directors and the executive officers of the Company. These biographies contain information regarding the person’s service as a director, business experience, other directorships at any point during the last five years with any other public companies, information regarding involvement with certain types of proceedings, if applicable, and the experience, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to nominate the individual for re-election to the Board in 2020 and that qualify the Continuing Directors to continue to serve on the Board.

Nominees for Director:

William J. Bocek, Jr. Mr. Bocek is Chairman and a director of the Company. He has served as Chairman and Chief Executive Officer of the Bank since 2016. From 2009 to 2016, he also served as President. He served as President and Chief Executive Officer from 2005 to 2009, after having served as Vice President and Chief Financial Officer of the Bank from 1995 to 2005. Mr. Bocek’s 43 years of banking experience, including 22 years at the Bank, knowledge of the Bank and leadership skills make him an integral part of the Board of Directors. Mr. Bocek is also a Certified Public Accountant.

Francis X. Bossle, Jr. Mr. Bossle has served as a director of the Bank since 2005. Mr. Bossle was Executive Vice President of Northstar Mortgage, LLC until his retirement in 2003. Mr. Bossle’s experience and market knowledge make him a valuable contributor to the Board of Directors. Mr. Bossle serves as lead independent director of the Board of Directors.

Benny C. Walker. Mr. Walker joined the Board in 2012. Until his retirement, Mr. Walker was a Principal at the accounting firm of Weyrich, Cronin, and Sorra from 2000 until 2020. Mr. Walker is a Certified Public Accountant. Mr. Walker’s accounting background and market knowledge make him a valuable contributor to the Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES

Continuing Directors:

Gail E. Smith. Mrs. Smith retired as Executive Vice President and Chief Operating Officer of the Bank in 2016, having served since 2007. Mrs. Smith’s knowledge of the Bank and its market and customers make her a valuable contributor to the Board of Directors. Mrs. Smith joined the Board in 2009.

William W. Whitty, Jr. Mr. Whitty has served as a director since 2009. Since 2003, Mr. Whitty has been Senior Vice President/Principal of Mackenzie Commercial Real Estate Services, LLC, a commercial real estate sales and leasing company. Mr. Whitty’s industry experience and market knowledge make him a valuable contributor to the Board of Directors.

Joseph M. Solomon. Mr. Solomon is President and a director of the Company. He joined the Bank as President and Managing Officer in 2016. Prior to joining the Bank, Mr. Solomon had served as President and Chief Executive Officer of Fairmount Bank and its holding company, Fairmount Bancorp, Inc., from 2007 until its sale in 2015. Mr. Solomon also served as a director of HopFed Bancorp, Inc. in Hopkinsville, Kentucky from 2016 to 2017. Mr. Solomon’s 46 years of banking experience and knowledge of the Baltimore, Maryland market make him a valuable asset to the Board of Directors.

Glenn C. Ercole. Mr. Ercole joined the Board of Directors in 2013. Mr. Ercole is a Principal with GCE Real Estate, LLC, a commercial real estate investment firm that he formed in February 2017. Prior to that time, he had served as President of Mackenzie Capital, LLC, which arranged commercial real estate financing. Mr. Ercole’s experience and knowledge make him an important contributor to the Board.

Executive Officer Who Is Not a Director:

Jodi L. Beal. Ms. Beal is Executive Vice President and Chief Financial Officer of the Company. She joined the Bank as Executive Vice President and Chief Financial Officer in 2016. She had previously served as Vice President of Finance at Atlantic Financial Federal Credit Union from 2015 to 2016 and as Vice President and Chief Financial Officer of Fairmount Bancorp, Inc. and Fairmount Bank from 2009 to 2015. Ms. Beal is also a Certified Public Accountant.

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PRINCIPAL HOLDERS OF OUR COMMON STOCK

Persons and groups beneficially owning more than 5% of the Common Stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding their ownership. A person is the beneficial owner of shares of Common Stock if he or she has or shares voting or investment power over the shares or has the right to acquire beneficial ownership of the shares at any time within 60 days from the Record Date. The following table sets forth information as of the Record Date with respect to the persons or groups known to the Company to beneficially own more than 5% of the Common Stock, as well as directors and executive officers as a group.

PROPOSAL I – ELECTION OF DIRECTORSCORPORATE GOVERNANCE

The Board of Directors currently consists of seven members divided into three classes, and such classes are to be as nearly equal in number as possible. The directors are elected for staggered three-year terms, or until their successors are elected and qualified. Annually, approximately one-third of the Board is to be elected.

It is intended that proxies solicited by the Board of Directors will, unless otherwise specified, be voted for the election of the named nominees for the terms indicated. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute as the Board of Directors may recommend or the size of the Board may be reduced to eliminate the vacancy. At this time, the Board of Directors knows of no reason why any nominee might be unavailable to serve.

The following table sets forth for the nominees, the directors continuing in office and certain executive officers: name, age, the year the individual first became a director or officer of the Bank, the term of office and the number and percentage of shares of Common Stock beneficially owned by each of them as of the Record Date. 

References to our Website Address

References to our website address throughout this Proxy Statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not incorporate the contents of our website by reference into this Proxy Statement or the accompanying materials.

Section 16(a) Beneficial Ownership Reporting Compliance

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 SEC disclosing beneficial ownership and changes in beneficial ownership of our Common Stock. SEC rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. No executive officer, director or 10% beneficial owner of our shares of Common Stock failed to file ownership reports for 20192020 on a timely basis.

Director Attendance

The Board of Directors conducts its business through meetings of the Board and through activities of its committees. During the year ended December 31, 2019,2020, the Board of Directors met a total of 12 times, including regularly scheduled meetings and special meetings. No director attended fewer than 75% of the total meetings of the Board of Directors and meetings of the committees on which he served during the year ended December 31, 2019.2020. The Board encourages, but does not require, directors to attend annual meetings of stockholders. All the directors attended the 20192020 Annual Meeting of stockholders.

stockholders in person or by telephone.

Committees of the Board of Directors

The Board of Directors has established standing committees, including a Nominating and Corporate Governance Committee, a Compensation Committee and an Audit Committee. Each of these committees operates under a written charter, which governs its composition, responsibilities and operations. The table below sets forth the members of each of the listed standing committees.

* Denotes committee chair.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee met one time during the fiscal year ended December 31, 2019.2020. The Board of Directors has adopted a written nominating committee charter for the Nominating and Corporate Governance Committee that is available on the “Investor Relations” page of the Company’s website,www.chesapeakebank.com. The Company does not pay fees to any third party to identify or evaluate or assist in identifying or evaluating potential nominees. The process for identifying and evaluating potential Board nominees includes soliciting recommendations from directors and officers of the Company. Additionally, the Board will consider persons recommended by stockholders of the Company in selecting the Board’s nominees for election. There is no difference in the manner in which persons recommended by directors or officers versus persons recommended by stockholders in selecting Board nominees are evaluated.

Only persons who are nominated in accordance with the procedures set forth in our Bylaws will be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Company may be made at a meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Company entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in the Bylaws. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by

by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. The stockholder’s notice shall set forth (i) as to each person whom such stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Company’s books, of such stockholder, (B) the class and number of shares of the Company’s capital stock that are beneficially owned by such stockholder, and (C) a statement disclosing (1) whether such stockholder or any nominee thereof is acting with or on behalf of any other person and (2) if applicable, the identity of such person.

These requirements apply to all stockholder proposals and nominations, without regard to whether the proposals or nominations are required to be included in the Company’s proxy statement or form of proxy.

The Bylaws define the term “public disclosure” to mean disclosure (i) in a press release issued by a nationally recognized news service, (ii) in a document publicly filed or furnished by the Company with the SEC, or (iii) on a website maintained by the Company.

Public disclosure of the date of the Annual Meeting was made on the Company’s website on March 18, 2020.February 22, 2021. To be timely under the Bylaws, nominations by any stockholder eligible to vote at the Annual Meeting must have been received by the Company not later than the close of business on the tenth day following the date on which public disclosure was made, or March 28, 2020.4, 2021.

Compensation Committee.The Compensation Committee oversees the Company’s executive compensation and benefit policies and practices. The Committee met fivethree times during the 20192020 fiscal year. The Board of Directors has adopted a written Compensation Committee Charter for the Compensation Committee that is available on the “Investor Relations” page of the Company’s website, www.chesapeake.com.

www.chesapeakebank.com.

The Compensation Committee is responsible for establishing the compensation philosophy, developing compensation guidelines, establishing (or recommending to the entire Board of Directors) the compensation of executive officers. No executive officer participates with respect to decisions on his or her compensation. The Compensation Committee may retain, at its discretion, compensation consultants to assist it in making compensation related decisions.

The Compensation Committee’s goal is to determine appropriate compensation levels that will enable the Company to: (i) attract, retain and motivate an experienced, competent executive management team; (ii) reward the executive management team for the enhancement of stockholder value based on our annual performance and the market price of our stock; (iii) provide compensation rewards that are adequately balanced between short-term and long-term performance goals; and (iv) maintain compensation levels that are competitive with other financial institutions, particularly those comparable in asset size and market area.

The Compensation Committee considers a number of factors in their decisions regarding executive compensation, including, but not limited to, the level of responsibility and performance of the individual executive officers and the overall performance of the Company. The Compensation Committee also considers the recommendations of senior management with respect to the compensation of executive officers and on matters of compensation philosophy, plan design and general guidelines for employee compensation. However, the Chief Executive Officer does not vote on and is not present for any discussion of his own compensation.

Audit Committee.The Audit Committee is responsible for overseeing the accounting and financial reporting processes and the audits of the financial statements of the Company.The Committee met four times in fiscal year 2019.2020. The Board of Directors has adopted a written audit committee charter for the Audit Committee that is available on the “Investor Relations” page of the Company’s website,www.chesapeakebank.com.

Existing Benefit Plans and Agreements

General.The Bank currently provides health care benefits, including medical, dental, disability and group life insurance benefits subject to certain deductibles and copayments, for its full time employees.

401(k) Plan.The Bank maintains a 401(k) Profit Sharing Plan (“401(k) Plan”). Employees who have attained age 18 and completed three months of service are eligible to participate in the 401(k) Plan.Under the 401(k) Plan a participant may elect to defer, on a pre-tax basis, up to 100% of his or her salary in any plan year, subject to limits imposed by the Internal Revenue Code. For 2019,2020, the salary deferral contribution limit was $19,000,$19,500; provided, however, that a participant over age 50

he is not reasonably equipped by his skills and experience; (iii) failure of executive to be nominated or re-nominated to the Board to the extent executive is a Board member prior to the effective date of the agreement; (iv) a reduction in salary or benefits contrary to the terms of this agreement, or, following a change in control as defined in the agreement, any reduction in salary or material reduction in benefits below the amounts executive was entitled to receive prior to the change in control; (v) termination of incentive and benefit plans, programs or arrangements, or reduction of executive’s participation, that is not applicable to other similarly situated participants and to such an extent as to materially reduce their aggregate value below their aggregate value as of the effective date; (vi) a requirement that executive relocate his principal business office or his principal place of residence outside of the area consisting of a thirty-five (35) mile radius from the current main office of the Bank, (vii) or the assignment to executive of duties that would reasonably require such a relocation; (viii) liquidation or dissolution of the Bank; or (ix) a material breach of the agreement by the Bank.

If the executive’s employment terminates involuntarily within one year following a change in control of the Company or the Bank (other than for cause, disability or death) or in the event of voluntary resignation for “good reason” occurs on or within one year after the effective date of a change in control of the Company, the executive will be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three times executive’s average taxable compensation (as reported on IRS Form W-2) over the five (5) most recently completed calendar years (or years of employment, annualized for partial years of employment, if less than five), ending with the year immediately preceding the effective date of the change in control. Such payment will be payable in a lump sum within 10 days following the executive’s date of termination. Following termination of employment, executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms provided to senior executives. If the Bank cannot provide such coverage because executive is no longer an employee, the Bank

In 2017, the Bank and the Banks of the Chesapeake, M.H.C. entered into similar employment agreements with Mr. Solomon. In accordance with such agreements, Mr. Solomon serves as the President and Managing Officer of the Bank and the Company. Mr. Solomon’s current base salary under such agreements is $150,000. Upon the completion of the reorganization, the Company assumed the obligations of the employment agreement between Mr. Solomon and Banks of the Chesapeake, M.H.C.

In addition, in 2017, the Bank and the Banks of the Chesapeake, M.H.C. entered into employment agreements with Ms. Jodi L. Beal. In accordance with such agreements, Ms. Beal serves as the Executive Vice President, Chief Financial Officer and Treasurer of the Bank and the Company. Ms. Beal’s current base salary under such agreements is $125,000. Ms. Beal’s agreements have a one year term, subject to future renewals. In the event of involuntary termination of employment or resignation for good reason, Ms. Beal would receive severance compensation equal to one year of base salary plus cash bonus, plus continuation of medical benefits for one year. In the event of such termination within one year following a change in control transaction, Ms. Beal would receive severance equal to one year of her five-year average taxable compensation, plus benefits continuation for an eighteen-month period. Upon any termination of employment that would entitle the executive to a severance payment (other than a termination in connection with a change in control), the executive will be required to adhere to a six month non-competition and non-solicitation covenant. Upon the completion of the reorganization, the Company assumed the obligations of the employment agreement between Ms. Beal and the Banks of the Chesapeake, M.H.C.

Amended Employment Agreements. In September 2020, the Compensation Committee agreed to amend and restate the employment agreements with Ms. Beal, to extend the term of her agreements from one to two years, to increase her severance payment upon termination without cause or Good Reason to the remaining term of the agreements, but not less than for a period of one year, and following a Change in Control (as defined in the agreements) from 100% to 200% of her annual taxable compensation and to establish a new agreement term ending September 30, 2022. In addition, certain clarifying and updating revisions were made to reflect among other things, the Company’s and the Bank’s conversion and reorganization in 2018 from the mutual holding company corporate structure to the public holding company structure. The amended and restated employment agreements by and between the Bank, the Company and Ms. Beal were effective as of September 30, 2020.

In September 2020, the Compensation Committee also approved, amended and restated employment agreements with each of Mr. Bocek and Mr. Solomon. The clarifying and updating revisions conform these agreements with those of Ms. Beal. The agreement terms for Mr. Bocek and Mr. Solomon have been extended to September 30, 2023. The amended and restated agreements were effective as of September 30, 2020.

Equity Stock Incentive Plan. The Company’s 2019 Equity Incentive Plan provides officers, other employees and directors of the Company and the Bank with additional incentives to promote the growth and performance of the Company and the Bank. The Board of Directors and the Compensation Committee believe that the 2019 Equity Stock Incentive Plan is in the best interests of the Company and its stockholders as the Plan provides the Bank with the ability to retain and reward and, to the extent necessary, attract and incentivize its officers, other employees and directors to promote growth, improve performance and further align their interests with those of the Company’s stockholders through the ownership of additional Common Stock of the Company.

Each non-employee director who was in the service of the Company immediately following the 2019 Annual Meeting of Stockholders was automatically granted 21,160 stock options, which represents approximately 5.0% of the maximum number of stock options available for grant, and each non-employee director was automatically granted 8,464 restricted stock awards, which represents approximately 5.0% of the maximum number of restricted stock awards available for grant. The maximum number of shares of Common Stock that may be delivered to any one employee pursuant to the exercise of stock options and pursuant to restricted stock awards is 25% of the shares available for grant or award, respectively, under the 2019 Equity Incentive Plan.

Currently no shares authorized under the 2019 Equity Incentive Plan are available for additional awards. The 2019 Equity Incentive Plan provides that, if an award is forfeited or expires, the shares covered by the award will be available for future grant, while shares withheld to cover taxes or used to pay the exercise price of stock options will not be available for future grant.

The 2019 Equity Incentive Plan prohibits repricing of stock options, and there will not be any exchange of underwater options for cash or shares without stockholder approval.

Awards granted under the 2019 Equity Incentive Plan are subject to recoupment by the Company if the Company is required to prepare an accounting restatement due to material noncompliance by the Company, as a result of misconduct with any financial reporting requirement under the federal securities laws or the forfeiture provisions of the Sarbanes-Oxley Act of 2002. Awards may also be subject to recoupment under any other policy adopted by the Company from time to time.

The Company has funded restricted stock awards under the 2019 Equity Incentive Plan through open-market purchases of its Common Stock, which avoided any dilution to current stockholders. The Company may also elect in the future to purchase Common Stock in the open-market for delivery upon the exercise of stock option awards, which will avoid dilution of then current stockholders.

The 2019 Equity Incentive Plan is administered by the members of Compensation Committee of the Board of Directors who are “Disinterested Board Members” as defined in the 2019 Equity Incentive Plan. The Compensation Committee has the authority and discretion to select the persons who will receive the awards; establish the terms and conditions relating to each award; adopt rules and regulations relating to the 2019 Equity Incentive Plan; and interpret the 2019 Equity Incentive Plan. The 2019 Equity Incentive Plan also permits the Compensation Committee to delegate all or any portion of its responsibilities and powers.

Effective May 14, 2019, Messrs. Bocek and Solomon and Ms. Beal received stock optionsoption grants and restricted stock awards that vest over a five-year period, with 20% becoming vested after the completion of one year of service following the date of grant and thenan additional 20% percent becoming vested each year of continued service thereafter for the next four years. The exercise price of the stock options equals the fair market value of Common Stock on the date of grant. Notwithstanding the foregoing, theseThese awards would vest fully upon death or disability of the award recipient or upon a change in control of the Company or the Bank.

On May 21, 2020, Ms. Beal was granted options to purchase 6,000 shares of common stock. The stock options vest over a five-year period, with 60% becoming vested as of June 30, 2023, and an additional 20% vesting following each year of continued services over the next two years on June 30, 2024 and June 30, 2025. The exercise price of the stock options equals the closing price of Common Stock on the date of grant The stock options would vest fully upon death or disability or upon a change in control of the Company or the Bank.

Any future grantsIndemnification Agreements. The Company has entered into Indemnification Agreements with each of its directors and executive officers. The Indemnification Agreements clarify and supplement indemnification provisions already provided by the Company’s Articles of Incorporation and Bylaws, the Maryland General Corporation Law, and Federal laws and regulations, and generally provide that the Company shall indemnify the indemnitees to officers, employees and directors under the 2019 Equity Incentive Plan will be determinedfullest extent permitted by applicable law, subject to certain exceptions, against expenses (as defined in the discretionIndemnification Agreements) incurred in connection with their service as a director or executive officer and also provide for rights to advancement of the Compensation Committee.expenses and maintenance of insurance.

Employee Stock Ownership Plan.In connection with the reorganization, the Bank adopted the ESOP for eligible employees. Employees who are age 18 or older began or will begin participation in the ESOP on the later of the effective date of the reorganization or upon the January 1 or July 1 commencing on or after the eligible employee’s completion of 1,000 hours of service during a continuous 12-month period.

In the stock offering the ESOP trust purchased, on behalf of the plan, 8% of the total shares sold. The ESOP funded its stock purchase with a loan from the Company equal to the aggregate purchase price of the Common Stock. The loan will be repaid principally through the Bank’s contribution to the ESOP and dividends payable on Common Stock held by the ESOP over the anticipated 10-year term of the loan. The interest rate for the ESOP loan is a fixed rate equal to the prime rate, as published inThe Wall Street Journal,on the closing date of the offering.

The ESOP trustee holds the shares purchased by the ESOP in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the loan is repaid. The ESOP trustee allocates the shares released among participants each plan year on the basis of each participant’s proportional share of compensation relative to all participants. Each participant will be fully vested upon completion of three years of credited service. Each participant who was employed by the Bank prior to the offering will receive credit for vesting purposes for years of service completed prior to the adoption of the ESOP. A participant also will become fully vested automatically in his or her benefit upon normal retirement at or after age 65, death or disability, a change in control, or termination of the ESOP. Generally, a participant will receive a distribution from the ESOP upon separation from service.

The ESOP permits a participant to direct the ESOP trustee as to how to vote the shares of Common Stock allocated to his or her plan account. The ESOP trustee will vote unallocated shares and allocated shares for which participants do not provide instructions on any matter in the same ratio as those shares for which participants provide voting instructions, subject to fulfillment of the ESOP trustee’s fiduciary duties.

Under applicable accounting requirements, the Bank records a compensation expense for the ESOP at the fair market value of the shares as they are committed to be released from the unallocated suspense account to each participant’s account. The compensation expense resulting from the release of the Common Stock from the suspense account and allocation to plan participants results in a corresponding reduction in the Company’s earnings.

Contributions to the ESOP and shares released from the suspense account in an amount proportional to the repayment of the ESOP loan are allocated among ESOP participants on the basis of compensation in the year of allocation. Vested benefits

718-40, we are required to record compensation expense each year in an amount equal to the fair market value of the shares released from the suspense account. The ESOP will terminate in the event of a change in control. For the ESOP plan year ended December 31, 2019,2020, a total of 33,856 shares were allocated as a result of the repayment of $338,560 of ESOP loan principal. The ESOP accounts for Mr. Solomon, Mr. Bocek and Ms. Beal were credited with approximately 1,9561,971 shares, 2,8792,876 shares and 1,5591,991 shares, respectively, as a result of the 20192020 ESOP plan year allocation.

Director Compensation

The following table sets forth for the year ended December 31, 20192020 certain information as to the total remuneration paid to directors other than Messrs. Bocek and Solomon. Mr. Bocek’s and Mr. Solomon’s compensation, including director’s fees, is set forth in the Summary Compensation Table.

(2)	Reflects dividend equivalents paid as compensation to directors on restricted stock awards for restricted stock that had not yet vested as of the dividend record date.

Each of the individuals who serves as a director of the Company also serves as a director of the Bank. Each director, other than our Chairman and our President, receives $1,400 per month from the Bank. No fees are currently paid to directors of the Company.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the Company’s independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to its Chairman 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. None of the audit fees, audit related fees and other fees paid in 2018 and 2019 were approved per the Audit Committee’s pre-approval policies, which had not been implemented at the time such fees were paid.

In 20182020 and 2019, there were no fees paid to Dixon Hughes Goodman LLP that were not pre-approved by the Audit Committee.

In order to ratify the selection of Dixon Hughes Goodman LLP as the independent registered public accounting firm for the 20202021 year, the proposal must receive a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN.”The Board of Directors recommends a vote “FOR” the ratification of Dixon Hughes Goodman LLPas the Company’s independent registered public accounting firm for the 20202021 year.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee’s main responsibilities include establishing and reviewing the Company’s internal controls and operating procedures to ensure compliance by the Company with all applicable laws, regulations, generally accepted accounting standards and customary operating procedures and practices. The Audit Committee also monitors the results of examinations by the Company’s independent auditor. During the year ended December 31, 2019,2020, this committee met fourtimes.

For the fiscal year ended December 31, 2019,2020, the Audit Committee: (i) reviewed and discussed the Company’s audited consolidated financial statements with management, (ii) discussed with the Company’s independent auditor, Dixon Hughes Goodman, all matters required to be discussed under the standards of the Public Company Accounting Oversight Board and (iii) received from Dixon Hughes Goodman LLP written disclosures and the letter regarding Dixon Hughes Goodman LLP’s independence as required by Public Company Accounting Oversight Board, Rule 3526 “Communication with Audit Committee Concerning Independence” and discussed with Dixon Hughes Goodman LLP its independence. Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2020.

Audit Committee:

Benny C. Walker (Chairman)
Francis X. Bossle, Jr.

Glenn C. Ercole
William W. Whitty, Jr.

Stockholder proposals that are not included in the Company’s proxy statement for the 20212022 Annual Meeting of Stockholders will only be considered at such meeting if the stockholder submits notice of the proposal to the Company at the above address in accordance with our Bylaws. To be timely, a stockholder’s notice shall be delivered or mailed to and received at the principal executive office of the Company not less than 90 days before the date of the meeting;provided, however,, that if less than 100 days’ prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. The Bylaws define the term “public disclosure” to mean disclosure (i) in a press release issued by a nationally recognized news service, (ii) in a document publicly filed or furnished by the Company with the SEC, or (iii) on a website maintained by the Company.

Stockholder proposals must meet other applicable criteria as set forth in the Bylaws in order to be considered at the 20212022 Annual Meeting.

Stockholder Communications with the Board

A stockholder of the Company who wishes to communicate with the Board of Directors or with any individual director can write to the Corporate Secretary of the Company at 2001 East Joppa Road, Baltimore, MD 21234. The letter should indicate that the author is a stockholder and, if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, management will:

At each Board meeting, management will present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, and executive officers to file reports of ownership and changes in their equity securities of the Company with the SEC and to furnish the Company with copies of such reports. To the Company’s knowledge, all of the filings by our directors and executive officers were made on a timely basis during the 20192020 fiscal year.

The Board of Directors is not awareknows of any otherno additional matters to come beforethat will be presented for consideration at the Annual Meeting. However, if any other matters should properly come beforeExecution of a proxy, however, confers on the Annual Meeting or any adjournments, it is intended that proxies will be voted in respect thereof in accordance withdesignated proxy holders the judgmentdiscretionary authority to vote the shares represented by such proxy as determined by a majority of the persons named inBoard of Directors. The Board of Directors, intends to exercise its discretionary authority to the accompanying proxy.fullest extent permitted under the Securities Exchange Act of 1934.

19

The cost of soliciting proxies will be borne by the Company. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Common Stock.

In addition to solicitations by mail, directors, officers, and regular employees of the Company or the Bank may solicit proxies personally or by telegraph or telephone without additional compensation.

The Company also has retained Equiniti (US) Services LLC (“EQ”) to aid in the solicitation of proxies. EQ will receive a base fee of $5,000 plus reimbursement of reasonable out-of-pocket expenses and certain incremental costs for its proxy solicitation services.

ANNUAL REPORT ON FORM 10-K

A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2019,2020, ACCOMPANIES THIS PROXY STATEMENT. SUCH REPORT IS NOT PART OF THE PROXY SOLICITATION MATERIALS.

BY ORDER OF THE BOARD OF DIRECTORS
	/s/ Phillip E. Logan
Phillip E. Logan
Corporate Secretary

Baltimore, MD

April 10, 20209, 2021

20

ANNUAL MEETING OF STOCKHOLDERS OF

CBM BANCORP, INC.

May 13, 2020

12, 2021 GO GREENe-Consent

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Annual Report, proxy statement and proxy card
are available at - http://www.astproxyportal.com/ast/22345

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.

  Please detach along perforated line and mail in the envelope provided.  

ANNUAL MEETING OF STOCKHOLDERS OF

CBM BANCORP, INC.

May 13, 2020

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Annual Report, proxy statement and proxy card are available at - http://www.astproxyportal.com/ast/22345

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Annual Report, proxy statement and proxy card are available at—http://www.astproxyportal.com/ast/22345 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope providedprovided. 20330000000000001000 8 051221 PLEASETHESIGN, BOARDDATE OFAND DIRECTORS RETURN PROMPTLY RECOMMENDS IN THEA ENCLOSED VOTE “FOR” ENVELOPE. THE NOMINEESPLEASEFOR MARKELECTIONYOURASVOTE DIRECTORS IN BLUEAND OR BLACK “FOR” PROPOSAL INK AS SHOWN2. HERE x 1. term The election ending inof 2023: the nominees for director each to serve for a three year 2. independent To ratify the appointment registered public of Dixon accountingHughesfirm Goodman for the LLPfiscalasyear our FOR AGAINST ABSTAIN FOR ALL NOMINEES ONOMINEES: William J. Bocek, Jr. ending December 31, 2021. FOR WITHHOLD ALL NOMINEES AUTHORITY O O Benny FrancisC.X. Walker Bossle, Jr. 3. properly In their discretion, come before the proxies the Annual are authorized Meeting asto described vote upon insuchtheother accompanying business asProxy may Statement. (See FOR ALL instructionsEXCEPT below) The undersigned acknowledges receipt from the Company prior to the execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy Statement dated April 9, 2021 and an Annual Report for the year ended December 31, 2020. THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR BOTH PROPOSALS PRESENTED. IF ANY OTHER BUSINESS IS INSTRUCTIONS:and To withhold fill in the authority circle next to vote to each for anynomineeindividual you arewish nominee(s), to withhold,markas“FORshownALLhere: EXCEPT” SUCH PRESENTEDPRESENT MATTERS TIME, AT THETHE AS DETERMINED BOARD ANNUAL OF MEETING, DIRECTORS BY A MAJORITY THIS KNOWSSIGNED VOTE OF PROXYNOOF OTHERTHEWILL BOARD BUSINESS BE VOTEDOF TO DIRECTORS. BY BE THE PRESENTEDPROXIES AT THE ON AT THE ANNUAL MEETING. THIS SIGNED PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PERSONS NAMED THEREIN TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIREC- TOR, WHERE THE NOMINEE(S) IS (ARE) UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE. To change the address on your account, please check the box at right and MARKâ“X” HERE IF YOU PLAN TO ATTEND THE MEETING. indicatechangesyour to thenew registeredaddress name(s) in the address on the account space above. may not votingPlease be submitted note that via telephonethis method. Signature of Stockholder Date: Signature of Stockholder Date: Note: titlePlease as such. sign exactly If the signer as your is aname corporation, or the Internet.namespleaseappearsignonfullthis corporate Proxy. Whenname shares by dulyare authorized held jointly,officer,eachgivingholderfullshould title assign.such.When If signersigning is a as partnership,executor, please administrator, sign in attorney,partnershiptrusteenameorby guardian,authorizedplease person. give full

		20230000000000001000   9	051320

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES FOR ELECTION AS DIRECTORS AND “FOR” PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

	1.    The election of the nominees for director each to serve for a three year term ending in 2023:
	☐			NOMINEES:
		FOR ALL NOMINEES			Glenn C. Ercole
					Joseph M. Solomon
	☐	WITHHOLD AUTHORITY FOR ALL NOMINEES
	☐	FOR ALL EXCEPT (See instructions below)
	INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:●
	To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.					☐

		FOR	AGAINST	ABSTAIN
2.	To ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.	☐	☐	☐
3.	In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting as described in the accompanying Proxy Statement.
	The undersigned acknowledges receipt from the Company prior to the execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy Statement dated April 10, 2020 and an Annual Report for the year ended December 31, 2019.
THE SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR BOTH PROPOSALS PRESENTED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS SIGNED PROXY WILL BE VOTED BY THE PROXIES ON SUCH MATTERS AS DETERMINED BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PERSONS NAMED THEREIN TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR, WHERE THE NOMINEE(S) IS (ARE) UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.☐

Signature of Stockholder		Date:		Signature of Stockholder		Date:

	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

CBM BANCORP, INC. To Be Held On: May 12, 2021 at 10:30 a .m ., local time at Chesapeake Bank of Maryland, 2001 East Joppa Road, Baltimore, Maryland 21234 COMPANY NUMBER JOHN SMITH APT.1234 203 MAIN STREET ACCOUNT NUMBER NEW YORK, NY 10038 CONTROL NUMBER This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 4/30/2021. Please visit http://www.astproxyportal.com/ast/22345, where the following materials are available for view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report TO REQUEST MATERIAL: TELEPHONE: 888-Proxy-NA(888-776-9962)718-921-8562 (for international callers) E-MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials TO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date. IN PERSON: You may vote your shares in person by attending the Annual Meeting. TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. MAIL: You may request a card by following the instructions above. 1. term The election ending inof 2023: the nominees for director each to serve for a three year 2. registered To ratify thepublic appointmentaccounting offirmDixon for the Hughes fiscal year Goodman ending December LLP as our 31, 2021. independent NOMINEES: William J. Bocek, Jr. 3. In their discretion, the proxies are authorized to vote upon such other business as may Francis X. Bossle, Jr. properly come before the Annual Meeting as described in the accompanying Proxy Benny C. Walker Statement. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES FOR ELECTION AS DIRECTORS AND “FOR” PROPOSAL 2. Please note that you cannot use this notice to vote by mail.

CBM BANCORP, INC. Proxy for Annual Meeting of Stockholders on May 13, 2020

12, 2021 Solicited on Behalf of the Board of Directors

The undersigned stockholder of CBM Bancorp, Inc.Inc . (“CBM”) hereby appoints Francis X. Bossle,Glenn C . Ercole and William W. Whitty, Jr. and Gail E. Smith,, with full powers of substitution, to act as attorneys and proxies for the undersigned, to vote all shares of Common Stock of CBM that the undersigned is entitled to vote at the Annual Meeting of Stockholders, to be held at Chesapeake Bank of Maryland, 2001 East Joppa Road, Baltimore, Maryland 21234, on May 13, 2020,12, 2021, at 10:30 a.m.,a .m ., local time (the “Annual Meeting”), and at any and all adjournments thereof, as follows: (Continued and to be signed on the reverse side.) 1.1 14475

1.1

14475

SOLICITED ON BEHALF OF THE TRUSTEES OF THE

CHESAPEAKE BANK OF MARYLAND EMPLOYEE STOCK OWNERSHIP PLAN

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 2020

12, 2021 To: Participants in the Chesapeake Bank of Maryland Employee Stock Ownership Plan

Date: April 10, 2020

9, 2021 As described in the enclosed materials, your voting instructions are being requested as a participant under the Chesapeake Bank of Maryland Employee Stock Ownership Plan (the “ESOP”) in connection with an upcoming annual meeting of stockholders of CBM Bancorp Inc. (“CBM”). The annual meeting is for the purpose of considering and acting upon the following matters:

(1) To elect three directors, each to serve a three-year term. (2) To ratify the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. (3) To transact such other business as may properly come before the Annual Meeting or any adjournments thereof. The Board of Directors is not aware of any such other matters. We hope you will take advantage of the opportunity to direct the manner in which shares of CBM common stock allocated to your account under the ESOP will be voted.

Enclosed with this letter are a Notice of Annual Meeting of Stockholders, a Proxy Statement, the 20192021 Annual Report to Stockholders and an ESOP Voting Instruction Form, which will permit you to direct the voting of the shares allocated to your ESOP account. After you have reviewed these materials, we urge you to direct the voting of your shares held by the ESOP by marking, dating and signing the enclosed ESOP Voting Instruction Form and returning it to the ESOP Trustees in the enclosed envelope so that your instructions arereceived by May 6, 2020.5, 2021. The ESOP Trustees will certify the totals to CBM for the purpose of having those shares voted.

We urge each of you to vote as a means of participating in the governance of the affairs of CBM. The Board of Directors of CBM recommends a vote “FOR” the election of the nominees for director and “FOR” ratification of the appointment of Dixon Hughes Goodman LLP as our independent registered public accounting firm.

If your voting instructions for the ESOP are not received in a timely manner or are not properly completed or if you abstain from voting, the shares allocated to your account will be voted by the ESOP Trustees, subject to their fiduciary duties, in the same proportions as the ESOP Trustees vote the allocated shares for which they receive timely voting instructions, “FOR” or “AGAINST,” from ESOP participants. While we hope that you will vote in the manner recommended by the Board of Directors of CBM, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do so.

Please complete the attached Voting Instruction Form and return it to the ESOP Trustees in the enclosed self-addressed and postage pre-paid envelope so that it is received by May 6, 2020.5, 2021. Your voting instructions will be tabulated by the ESOP Trustees and then the ESOP Trustees will vote the shares of common stock held by the ESOP as described above.

Please note that the enclosed materials relate only to those shares that have been allocated to your account under the ESOP. You will receive other proxy solicitation materials for those shares owned by you individually and not under the ESOP. Trustees for the Chesapeake Bank of Maryland Employee Stock Ownership Plan

ESOP VOTING INSTRUCTION FORM CBM BANCORP, INC. /X/ PLEASE MARK VOTES    AS IN THIS EXAMPLE ANNUAL MEETING OF STOCKHOLDERS MAY 12, 2021 The undersigned hereby instructs the Trustees for the Chesapeake Bank of Maryland Employee Stock Ownership Plan

(the “ESOP”) to vote all shares of Common Stock of CBM Bancorp, Inc. (“CBM”) allocated to the undersigned pursuant to the ESOP as of March 31, 2021, at the Annual Meeting of Stockholders, to be held at the Main Offfice of Chesapeake Bank of Maryland, 2001 East Joppa Road, Baltimore, Maryland, on May 12, 2021, at 10:30 a.m., local time (the “Annual Meeting”), and at any and all adjournments thereof, as follows: 1. The election of the nominees for FOR WITHHOLD director each to serve for a three- year term ending in 2024: William J. Bocek, Jr. ☐ ☐ Francis X. Bossle, Jr. ☐ ☐ Benny C. Walker ☐ ☐ FOR ABSTAIN AGAINST 2. To ratify the appointment of Dixon ☐ ☐ ☐ Hughes Goodman LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. THIS VOTING INSTRUCTION FORM IS SOLICITED BY THE ESOP TRUSTEES. THE BOARD OF DIRECTORS OF CBM RECOMMENDS A VOTE “FOR” THE NOMINEES FOR ELECTION AS DIRECTORS AND “FOR” PROPOSAL 2. THE SIGNED AND DATED VOTING INSTRUCTION FORM WILL BE VOTED BY THE ESOP TRUSTEES AS DIRECTED, BUT IF YOU DO NOT TIMELY RETURN THIS VOTING INSTRUCTION FORM, IF YOUR INSTRUCTIONS ARE NOT PROPERLY COMPLETED, OR IF YOU ABSTAIN FROM VOTING, THE SHARES ALLOCATED TO YOUR ESOP ACCOUNT WILL BE VOTED BY THE ESOP TRUSTEES ON EACH OF THE PROPOSALS PRESENTED IN THE SAME PROPORTIONS AS THE ESOP TRUSTEES VOTE THE ALLOCATED SHARES FOR WHICH THEY TIMELY RECEIVED VOTING INSTRUCTIONS, “FOR” OR “AGAINST,” FROM ALL ESOP PARTICIPANTS. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THE SHARES ALLOCATED TO YOUR ESOP ACCOUNT WILL BE VOTED BY THE ESOP TRUSTEES IN A MANNER INTENDED TO REPRESENT THE BEST INTEREST OF PARTICIPANTS IN THE ESOP. AT THE PRESENT TIME, CBM KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. Please be sure to sign and date Date this voting instruction form in the box below. Sign above

CBM BANCORP, INC.