DEF 14A of TFS Financial CORP
Filed Jan 10, 2024 · FY20230001381668-24-000007
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS The Board of Directors is comprised of eleven directors and divided into three classes, each consisting of a number of directors as nearly equal as possible. The directors in each class are elected for terms of three years so that the term of office of one class of directors expires at each annual meeting of stockholders. At this annual meeting of stockholders, the stockholders will consider the election of three directors, each for a three-year term expiring in 2027, and until his or her successor is elected and qualified. The current terms of office of Barbara J. Anderson, Anthony J. Asher and Meredith S. Weil will expire on the day of this annual meeting of stockholders. The Board of Directors has nominated each of these incumbent directors for election at the annual meeting of stockholders. At the meeting, unless you specify otherwise, the shares of common stock represented by your proxy will be voted to re-elect Barbara J. Anderson, Anthony J. Asher and Meredith S. Weil. If for any reason any of the nominees are unable to serve as a director at the time of the election (which is not expected), the shares of common stock represented by your proxy will be voted for the election of a substitute nominee recommended by the Board of Directors, acting as our nominating committee, if the Board makes any such recommendation. The following table sets forth information regarding our directors.
PROPOSAL ONE: ELECTION OF DIRECTORS
| Name | Age | Positions Held in TFS Financial Corporation | Director Since | Term of Office Expires | | Nominees for Director | | | | | | Barbara J. Anderson | 76 | Director | 2021 | 2024 | | Anthony J. Asher | 85 | Director | 2008 | 2024 | | Meredith S. Weil (1) | 57 | Director, Chief Operating Officer, Secretary | 2014 | 2024 | | Directors Continuing in Office | | | | | | Martin J. Cohen | 70 | Director | 2006 | 2025 | | Robert A. Fiala | 70 | Director | 2005 | 2025 | | William C. Mulligan | 70 | Director | 2007 | 2026 | | Terrence R. Ozan | 77 | Director | 2011 | 2026 | | John P. Ringenbach | 74 | Director | 2015 | 2025 | | Marc A. Stefanski | 69 | Chair of the Board, President, Chief Executive Officer and Director | 1987 | 2026 | | Daniel F. Weir | 72 | Director | 2022 | 2026 | | Ashley H. Williams (2) | 40 | Vice Chair of the Board and Director | 2018 | 2025 |
PROPOSAL ONE: ELECTION OF DIRECTORS
(1) Effective January 1, 2024, Ms. Weil will hold positions of Director, Chief Financial Officer and Secretary. (2) Ms. Williams is the daughter of Marc A. Stefanski. The Board of Directors recommends that stockholders vote FOR the nominees for election set forth above.
Business Experience of Each Nominee for Director
Business Experience of Each Nominee for Director Barbara J. Anderson is a seasoned activist for successful homeownership in low-income neighborhoods in Northeast Ohio, serving as president of Empowering and Strengthening Ohio’s People (ESOP), supporting financial reinvestment into inner-city neighborhoods and lobbying in support of victims of predatory lending. She is the founder and chief executive officer of the non-profit, Another Chance Ohio, which provides clothing, furniture, and appliances to those in need, and operates homes for victims of domestic violence, veterans, and children aging out of foster care. She was chosen to join the Cuyahoga County Community Reinvestment Advisory subcommittee in 2019 and, among other appointments, has served on the Board of the Cleveland Housing Network and the Center for Economic Opportunities of Greater Cleveland. She is retired from the City of Cleveland Department of Community Development, Office of Fair Housing and Consumer Affairs. Ms. Anderson's experience in community lending and reinvestment brings a valuable perspective on matters important to the Board. Anthony J. Asher currently serves as the Chair of Weston, Inc., a real estate ownership firm that is the largest industrial property owner in the Cleveland, Ohio area, which Mr. Asher founded in 1971. Prior to organizing Weston, Mr. Asher founded Guardian Title Company in 1963. This experience, combined with his background as an entrepreneur, provides invaluable skills used in his service on the Board and the Audit Committee. Meredith S. Weil joined Third Federal Savings and Loan in 1999 and was named Chief Operating Officer of Third Federal in 2012 and Chief Operating Officer of TFS Financial Corporation in 2018. She has also served as a member of the Board of Directors since 2014. Prior to her current role, she held several senior management positions within Third Federal, including Regional Manager of Retail Delivery Operations, as well as the head of Customer Service, Internet Services and Marketing. She has worked in the banking industry since 1992 and is a member of the board of trustees of both The Cleveland Orchestra and Hawken School. Ms. Weil brings extensive business and banking experience to the Board and enhances the Board’s overall understanding of the Company and the industry.
Compensation Setting Process
Compensation Setting Process We manage our business with a long-term view. In our effort to design a compensation program that is in the best interests of the Company and its stockholders, the Committee evaluates, among other things, the Company’s financial performance, conditions in our industry and compensation features necessary to attract and retain superior executives, including competitive considerations in our industry. On an annual basis, the Committee reviews and recommends compensation levels for executive officers based on the considerations described above. For fiscal year 2023, the Committee retained the Compensation Consultant to assist the Committee in its compensation review. The Committee reviewed pay information within its comparator group, which includes companies that reflect the current market of publicly traded regional banks and thrifts and mortgage financing companies with assets ranging from approximately half the size of the Company to two times the size of the Company and two companies with assets slightly above two times the size of the Company that are comparable to the Company on a market capitalization basis (The Company’s assets at September 30, 2023, were $16.9 billion). The companies included in the comparator group for fiscal year 2023 were as follows:
Compensation Setting Process
The Committee does not set compensation for our executives at a pre-determined level in relation to the group, such as the median level of compensation reported by the group, or by applying a formula to the compensation reported by the group. Instead, as the first step in the compensation setting process, the Committee reviews the compensation data for the comparator group to assess the competitiveness of the Company’s compensation programs and its ability to achieve the objectives of its compensation programs. In making determinations on the mix and amount of executive compensation, the Committee reviews all components of executive compensation for each individual and uses tally sheets to assist in the process. The Committee believes that the total compensation opportunity available to executive officers should consist of base salary, short-term performance-based cash bonuses, long-term incentives, retirement and other executive benefits, and perquisites. The Committee has no mandatory policy for the allocation among base salary, short-term performance-based cash bonuses, and long-term incentives. The named executive officers hold restricted stock units, performance share units and stock options granted in fiscal year 2022 and prior years that create a strong link between executive compensation and long-term stockholder value creation and encourage long-term retention. To motivate and reward current-year performance, a significant percentage of total earnable cash and stock compensation for the Company’s executive officers, including the named executive officers, during fiscal year 2023 was allocated to annual performance-based awards. As part of the compensation-setting process, the Committee reviews with Mr. Stefanski the compensation data for his direct reports and considers Mr. Stefanski’s recommendations for them. In addition to reviewing individual performance, Mr. Stefanski’s review attributes significant weight to how the named executive officers performed as a team, because of the Company’s culture of rewarding teamwork. As a result, in addition to relative job responsibilities, internal pay equity plays a significant role in the Committee’s analysis of compensation for the named executive officers (other than Mr. Stefanski, as explained below) and its final determination of compensation. In making its final determinations, the Committee was less focused on market pay for each individual executive officer (other than Mr. Stefanski), and more focused on how the aggregate pay of the named executive officers (other than Mr. Stefanski) compared to aggregate market values. As Chair and Chief Executive Officer, Mr. Stefanski’s compensation is significantly higher than that of the other named executive officers because of his scope of responsibility, his tenure and experience with the Company and his impact on the performance of the Company. Mr. Stefanski also is an integral part of our marketing campaign as spokesman, and his family’s name is an important part of our brand image.
Elements of Compensation
| Element of Compensation | Description | Key Objectives Promoted | | Annual Compensation | | | | Base Salary | Fixed annual compensation paid in accordance with our regular payroll procedures during the year. | Designed to be market competitive and enable the Company to attract and retain talented associates. | | Annual Performance-based Cash Bonuses for Named Executive Officers | Variable cash bonuses. Bonuses for the named executive officers are based on the net income of the Company, adjusted for certain pre-identified factors deemed to be beyond the executives’ control, and subject to reductions based on changes in certain risk factors of the Company over the fiscal year. | Designed to motivate and reward achievement of short-term financial, operational and strategic business goals. | | Long-Term Compensation | | | | Stock Options | Right to purchase common stock at a set price for a period of time after the right vests. | Designed to be market competitive, motivate and reward achievement of stock price growth, and align associates’ interests with those of the Company’s stockholders. Also designed to retain executives. | | Restricted Stock Units | Units representing a right to receive shares of common stock that vest as a result of continued employment for a stated period of time. | Designed to retain executives, motivate and reward achievement of stock price growth and align associates’ interests with those of the Company’s stockholders. | | Performance Share Units | Units representing a right to receive shares of common stock that vest as a result of the Company achieving return on assets performance-based metrics for a stated period of time. | Designed to retain executives, motivate and reward achievement of financial business goals and align associates’ interests with those of the Company’s stockholders. |
Elements of Compensation
The percentage of the incentive pool allocated to each participant was based on the Committee’s judgment in reviewing market data for the executives' positions, the executives’ salaries, and the desire to support the Company’s culture of rewarding teamwork. As such, the Committee established a relationship of desired annual bonuses as a percentage of base salary that would be awarded to each executive. Mr. Stefanski’s direct reports were ascribed a share of the bonus pool proportionate to their respective base salaries. Thus, the pool allocation would provide each executive with an annual performance-based bonus that represented the same percentage of his or her base salary earned during the period as the percentage for each other executive. Given Mr. Stefanski’s role with the Company and reflecting relevant market data, Mr. Stefanski’s portion of the pool was established to deliver 125% of the amount received by his direct reports when stated as a percentage of base salary. Thus, if each of Mr. Stefanski’s direct reports were to receive a bonus of 40% of base salary, Mr. Stefanski would receive a bonus of 50% of base salary. The maximum bonus that could be paid to Mr. Stefanski for fiscal year 2023 was $2,062,500 and the maximum bonus that could be paid to each other named executive officer for fiscal year 2023 was 110% of his or her base salary. In determining the actual bonus payment to be made to the named executive officers, the Committee has discretion to reduce the amount payable from the incentive pool based upon an enterprise-wide risk assessment. This risk assessment consists of a review of the compliance, credit, interest rate, liquidity, technology, operational, price, reputational and strategic risks of the Company. These risks are reviewed from multiple perspectives with a year-over-year trend line comparison playing a significant role in the evaluation. The management risk committee prepares the analysis and presents it to the Directors Risk Committee for its review and approval. Following the Directors Risk Committee review and approval, the risk analysis is reviewed by the Committee and used to determine whether the bonus pool should be reduced. Because of its ability to reduce bonuses and the fact that bonuses are capped, the Committee believes that the bonus program is designed to reduce incentive for the executive officers to cause the Company to take undue risk. For fiscal year 2023, the Committee reviewed the enterprise-wide risk assessment and the year-over-year trend line comparison and determined that no significant negative change in the Company’s risk profile occurred during the year. As such, the Committee did not reduce the bonus payments to be made to the named executive officers from the incentive pool for fiscal year 2023. The adjusted net income used for incentive pool purposes for fiscal year 2023 was approximately $77.3 million, or 96.0% of targeted earnings of $80.5 million. This resulted in an incentive pool of $3,469,846 for fiscal year 2023. The actual net interest income for fiscal year 2023 was lower than forecast, primarily as a result of higher funding costs. In accordance with the Company’s Management Incentive Compensation Plan, net income for incentive pool purposes for fiscal year 2023 was adjusted for an increase in FDIC assessment rates that exceeded the $1 million threshold. FDIC assessment rates increased two basis points effective January 1, 2023. The following table provides a detailed reconciliation from reported to adjusted net income for fiscal year 2023.
Elements of Compensation
| | Target | Actual | Actual Bonus as a | | Named Executive Officer | Bonus | Bonus | Percentage of Target Bonus | | Marc A. Stefanski | $1,875,000 | $1,799,713 | 96% | | Timothy W. Mulhern | $340,000 | $326,348 | 96% | | Meredith S. Weil | $575,000 | $551,912 | 96% | | Cathy W. Zbanek | $485,000 | $465,526 | 96% | | Andrew J. Rubino | $340,000 | $326,348 | 96% |
Elements of Compensation
Long-Term Incentives. On December 15, 2022, the Committee, with advice from the Compensation Consultant, awarded equity grants to each named executive officer under the TFS Financial Corporation Amended and Restated 2008 Equity Incentive Plan (the “Amended Plan”). Prior to the Amended Plan being approved at the 2018 annual meeting of stockholders held February 22, 2018, awards were granted under the Company's 2008 Equity Incentive Plan. The 2008 Equity Incentive Plan remains in existence solely for the purpose of administering outstanding grants. The objectives of equity grants under the 2008 Equity Incentive Plan and the Amended Plan are to: •Link executive compensation and our long-term stock price performance; •Better align our executives’ interests with our stockholders’ interests; and •Provide opportunity for long-term compensation that is competitive with the companies in the comparator group and sufficient to attract and retain executive talent to manage our business effectively. In determining the equity grants for the named executive officers, the Committee considers the Company’s financial performance, industry conditions, the state of the local and national economy and the compensation required to attract and retain superior executives. In addition, when determining equity participation and award size for long-term incentive awards to named executive officers, the Committee considers the competitive pay analyses of the comparator group, each executive’s role within the Company, the cost and share usage associated with the proposed grants and grants made in prior fiscal years. In particular, the value of prior year awards plays a significant role in determining the value of long-term incentive awards to the executive team in the current year. In general, the Committee’s intent is to provide an annual long-term incentive opportunity that is consistent with the prior year’s opportunity unless there has been a material change in the Company’s financial performance or the executive’s role in the organization, the competitive market has undergone a material change, or there is a desire to change an executive's pay mix based on experience or aggregate prior grants. Mr. Stefanski’s long-term incentive grant was increased in fiscal 2023 with the increase entirely in the form of Performance Share Units. Mr. Stefanski's last base salary increase was in fiscal year 2019. Consistent with fiscal year 2022 grants to the named executive officers and in an attempt to shift a portion of the awards from a time-period focus to a more Company-based performance focus, approximately 60% of the current year grant value to the named executive officers, other than Mr. Stefanski, is in the form of performance share units and 40% is in the form of restricted stock units. The current year grant value to Mr. Stefanski is approximately 50% in the form of performance share units and 50% in the form of restricted stock units. No stock options were granted to the named executive officers in fiscal year 2023. Restricted Stock Units. Restricted stock unit awards are designed to support executive retention and increase share ownership, which aligns the recipient’s interests with our stockholders’ interests. Restricted stock units are generally granted with dividend equivalents that pay cash to the holder at the same time and to the same extent stockholders receive any dividends. Annual grants of restricted stock units generally vest 33 1/3% annually over an approximately three-year period starting on or about the first anniversary of their grant. Grants made in fiscal year 2012 and subsequent years are distributed to grantees upon their vesting. The award agreements for restricted stock units granted under the 2008 Equity Incentive Plan and the Amended Plan provide for immediate vesting in full upon retirement for awards granted more than one year prior to retirement. For awards granted within one year of retirement, vesting is prorated based on the portion of the year worked following grant. Mr. Stefanski became eligible to retire on April 23, 2016. Performance Share Units. Performance share unit awards are designed to support executive retention, increase share ownership and to award shares of stock upon satisfaction of performance-based conditions, which aligns the recipient’s interests with our stockholders’ interests. The performance share units awarded on December 15, 2022, provide for a range of shares to be earned between 0% and 150% of the targeted shares, depending on the Company's return on average assets ratio over the two-year performance period of fiscal years 2023 and 2024. Performance share units were granted with dividend equivalents that pay cash to the holder at the same time the earned performance shares, if any, are issued, in an amount equal to the amount of any cash dividend paid per share by the Company during the period the performance share units were outstanding, multiplied by the number of shares earned, if any. The grants of performance share units vest on or about the third year anniversary of the grant. In the event of termination of the participant by death or disability, the award agreements for performance share units granted under the Amended Plan provide that performance share units will vest according to the established ranges or in full for awards still subject to performance periods. The award agreements provide for vesting in full, on or about the third anniversary of the grant (subject to meeting performance measures), upon retirement for awards granted more than one year prior to retirement with issuance of earned shares at the end of the third year. For awards granted within one year of retirement, a prorated portion, based on the number of days worked following grant, shall vest on or about the third anniversary of the grant (subject to meeting performance measures). Mr. Stefanski became eligible to retire on April 23, 2016. The Committee considered the elements described above when making annual grants to the named executive officers. Additional information with respect to the grants to each named executive officer is included in the “Grants of Plan-Based Awards for Fiscal Year 2023” table on page 28.
Elements of Compensation
| Performance Level | Return on Average Assets | Percent of Target Earned (1) | | Below Threshold | Below 0.3% | 0% | | Threshold | 0.3% | 50% | | Target | 0.5% | 100% | | Maximum | 0.7% or greater | 150% |
Employment Agreements and Severance Policy
Employment Agreements and Severance Policy The Company is not party to any employment or severance agreement with any of the named executive officers. The Company has a policy to review severance for its associates, including the named executive officers, on a case-by-case basis. The 2008 Equity Incentive Plan and the Amended Plan provide for acceleration of vesting of awards upon the occurrence of certain terminations or a change in control. See “Potential Payments upon Termination or Change in Control” on page 33.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation earned during fiscal years 2023, 2022 and 2021 by the Chief Executive Officer, the Chief Financial Officer and each of the Company’s other three highest-paid executive officers for fiscal year 2023. Additional information concerning compensation is included under “Compensation Discussion and Analysis.”
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Marc A. Stefanski, | 2023 | 1,500,000 | — | 1,100,676 | 1,799,713 | 124,200 | 294,770 | 4,819,359 | | President and Chief | 2022 | 1,500,000 | — | 758,280 | 2,062,500 | 27,084 | 282,019 | 4,629,883 | | Executive Officer | 2021 | 1,500,000 | — | 831,636 | 1,805,342 | 357,120 | 257,226 | 4,751,324 | | Timothy W. Mulhern, (6) | 2023 | 330,000 | — | 220,409 | 326,348 | 796 | 49,432 | 926,985 | | Chief Financial Officer | 2022 | 289,566 | — | 170,880 | 330,000 | — | 28,091 | 818,537 | | | 2021 | — | — | — | — | — | — | — | | Meredith S. Weil, | 2023 | 570,439 | — | 485,995 | 551,912 | 22,854 | 96,677 | 1,727,877 | | Chief Operating Officer | 2022 | 556,756 | — | 421,860 | 612,432 | 8,320 | 105,414 | 1,704,782 | | | 2021 | 556,756 | — | 415,818 | 536,072 | 16,489 | 98,832 | 1,623,967 | | Cathy W. Zbanek, | 2023 | 481,288 | — | 480,519 | 465,526 | 15,895 | 72,463 | 1,515,691 | | Chief Synergy Officer | 2022 | 470,151 | — | 418,300 | 517,166 | 5,692 | 71,336 | 1,482,645 | | | 2021 | 470,151 | — | 415,818 | 452,684 | 4,122 | 70,101 | 1,412,876 | | Andrew J. Rubino, (7) | 2023 | 330,000 | — | 220,409 | 326,348 | 1,295 | 42,005 | 920,057 | | Chief Information Officer | 2022 | 295,904 | 75,000 | 170,880 | 330,000 | 71 | — | 903,476 | | | 2021 | — | — | — | — | — | — | — |
Summary Compensation Table
(1) The amounts reported include amounts deferred under the 401(k) Plan and the Benefits Equalization Plan, as follows:
Summary Compensation Table
| | Fiscal Year Ended September 30, | | | | | Name | 2023 ($) | 2022 ($) | | 2021 ($) | | Marc A. Stefanski | 29,000 | 27,251 | | 26,000 | | Timothy W. Mulhern (6) | 45,529 | 19,943 | — | — | | Meredith S. Weil | 63,458 | 60,106 | | 59,398 | | Cathy W. Zbanek | 50,681 | 46,423 | | 45,969 | | Andrew J Rubino (7) | 43,000 | 23,979 | | — |
Summary Compensation Table
(2) The amounts reported in these columns reflect the aggregate grant date fair value of awards granted pursuant to the Amended Plan during the fiscal years ended September 30, 2023, September 30, 2022 and September 30, 2021, in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 14 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on November 21, 2023. (3) Amounts reflect annual performance-based bonuses recognized in fiscal year 2023, 2022 and 2021. Additional information with respect to these bonuses is included under “Compensation Discussion and Analysis” and “Grants of Plan-Based Awards for Fiscal Year 2023.” (4) The amounts reported include the aggregate change in the actuarial present value of the named executive officer’s benefit under the Retirement Plan and the non-qualified deferred compensation earnings for the fiscal years ended September 30, 2023, 2022 and 2021, respectively, under the named executive officer’s Executive Retirement Benefit Plan and Benefit Equalization Plan, except when such amounts are negative. For fiscal year 2023, amounts excluded due to decreases in pension value were $5,746 for Ms. Weil, $8,553 for Ms. Zbanek, $2,471 for Mr. Rubino. For fiscal year 2022, amounts excluded due to decreases in pension value were $382,700 for Mr. Stefanski, $158,184 for Ms. Weil, $81,160 for Ms. Zbanek, and $67,949 for Mr. Rubino. For fiscal year 2021, a decrease of $5,599, related to updates in actuarial calculations, was excluded from the amount reported for Ms. Zbanek (5) The All Other Compensation table that follows lists the various components of compensation earned by the named executive officers and comprising “All Other Compensation” in the Summary Compensation Table above. (6) Mr. Mulhern was appointed Chief Financial Officer effective January 15, 2022. Compensation prior to his appointment as a named executive officer is not presented, except total compensation for fiscal year 2022 is presented. (7) Mr. Rubino was appointed Chief Information Officer effective October 1, 2021. Compensation prior to his appointment as an executive officer is not presented.
Grants of Plan-Based Awards for Fiscal Year 2023
Grants of Plan-Based Awards for Fiscal Year 2023
Grants of Plan-Based Awards for Fiscal Year 2023
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Award (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards: Number of Shares of Stock or Units (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3)(#) | Grant Date Fair Value of Stock and Option Awards (4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Marc A. Stefanski | 9/30/2023 | 375,000 | 1,875,000 | 2,062,500 | — | — | — | — | — | | | 12/15/2022 | — | — | — | 20,100 | 40,200 | 60,300 | — | 550,338 | | | 12/16/2021 | — | — | — | — | — | — | 40,200 | 550,338 | | Timothy W. Mulhern | 9/30/2023 | 68,000 | 340,000 | 374,000 | — | — | — | — | — | | | 12/15/2022 | — | — | — | 4,850 | 9,700 | 14,550 | — | 132,793 | | | 12/16/2021 | — | — | — | — | — | — | 6,400 | 87,616 | | Meredith S. Weil | 9/30/2023 | 115,000 | 575,000 | 632,500 | — | — | — | — | — | | | 12/15/2022 | — | — | — | 10,650 | 21,300 | 31,950 | — | 291,597 | | | 12/16/2021 | — | — | — | — | — | — | 14,200 | 194,398 | | Cathy W. Zbanek | 9/30/2023 | 97,000 | 485,000 | 533,500 | — | — | — | — | — | | | 12/15/2022 | — | — | — | 10,550 | 21,100 | 31,650 | — | 288,859 | | | 12/16/2021 | — | — | — | — | — | — | 14,000 | 191,660 | | Andrew J. Rubino | 9/30/2023 | 68,000 | 340,000 | 374,000 | — | — | — | — | — | | | 12/15/2022 | — | — | — | 4,850 | 9,700 | 14,550 | — | 132,793 | | | 12/16/2021 | — | — | — | — | — | — | 6,400 | 87,616 |
Grants of Plan-Based Awards for Fiscal Year 2023
(1) Amounts reflect award opportunities the Company granted under its annual performance based bonus program, which was based on the adjusted net income of the Company during fiscal year 2023. The amount of the bonus earned by each named executive officer is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. See the “Annual Performance-based Cash Bonuses for Named Executive Officers” section on page 19 for additional information on the terms of these awards. Zero payout is possible if threshold performance levels are not met. (2) See the "Performance Share Units" section on page 21 for additional information on these awards. Zero payout is possible if threshold performance levels are not met. (3) See the "Restricted Stock Units" section on page 21 for additional information on these awards. (4) Calculated for stock awards, including the target award for performance share units and restricted stock units, by multiplying the number of shares of stock underlying the awards by the closing price for a share of the Company’s common stock on the date of grant ($13.69 for December 15, 2022, awards). The following table summarizes outstanding option awards and stock awards as of the end of fiscal year 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 Year-End
| | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Restricted Shares or Units of Stock that have not Vested (#)(1) | Market Value of Restricted Shares or Units of Stock that have not Vested ($)(2) | Number of Performance Shares or Units that have not Vested (#)(3) | Market or Payout Value of Performance Shares or Units that have not Vested (#)(2) | | Marc A. Stefanski | 12/18/2014 | 383,600 | 14.85 | 12/10/2024 | — | — | — | — | | | 12/17/2015 | 196,700 | 19.06 | 12/10/2025 | — | — | — | — | | | 12/17/2020 | — | — | | 10,767 | 127,266 | 15,588 | 184,250 | | | 12/16/2021 | — | — | | 19,600 | 231,672 | 12,540 | 148,223 | | | 12/15/2022 | | | | 40,200 | 475,164 | 40,200 | 475,164 | | Timothy W. Mulhern | 1/5/2018 | 5,000 | 14.74 | 1/5/2028 | — | — | — | — | | | 12/17/2020 | — | — | | 11,000 | 130,020 | — | — | | | 12/16/2021 | — | — | | 2,534 | 29,952 | 5,510 | 65,128 | | | 12/15/2022 | — | — | | 6,400 | 75,648 | 9,700 | 114,654 | | Meredith S. Weil | 12/18/2014 | 32,400 | 14.85 | 12/10/2024 | — | — | — | — | | | 5/28/2015 | 108,300 | 14.81 | 05/28/2025 | — | — | — | — | | | 12/17/2015 | 24,200 | 19.06 | 12/10/2025 | — | — | — | — | | | 12/15/2016 | 54,400 | 19.31 | 12/10/2026 | — | — | — | — | | | 1/5/2018 | 187,500 | 14.74 | 1/5/2028 | — | — | — | — | | | 12/17/2020 | — | — | | 3,134 | 37,044 | 15,050 | 177,891 | | | 12/16/2021 | — | — | | 6,334 | 74,868 | 13,490 | 159,452 | | | 12/15/2022 | | | | 14200 | 167,844 | 21,300 | 251,766 | | Cathy W. Zbanek | 12/18/2014 | 32,400 | 14.85 | 12/10/2024 | — | — | — | — | | | 5/28/2015 | 108,300 | 14.81 | 05/28/2025 | — | — | — | — | | | 12/17/2015 | 49,200 | 19.06 | 12/10/2025 | — | — | — | — | | | 12/15/2016 | 79,400 | 19.31 | 12/10/2026 | — | — | — | — | | | 1/5/2018 | 187,500 | 14.74 | 1/5/2028 | — | — | — | — | | | 12/17/2020 | — | — | | 3,134 | 37,044 | 15,050 | 177,891 | | | 12/16/2021 | — | — | | 6,267 | 74,076 | 13,395 | 158,329 | | | 12/15/2022 | | | | 14,000 | 165,480 | 21,100 | 249,402 | | Andrew J. Rubino | 1/5/2018 | 11,000 | 14.74 | 1/5/2028 | — | — | — | — | | | 12/17/2020 | — | — | | 15,000 | 177,300 | — | — | | | 12/16/2021 | — | — | | 2,534 | 29,952 | 5,510 | 65,128 | | | 12/15/2022 | | | | 6,400 | 75,648 | 9,700 | 114,654 |
Outstanding Equity Awards at Fiscal 2023 Year-End
(1) See the "Long-Term Incentives" section for a description of vesting periods on restricted stock units. The following table sets forth the vesting schedule, excluding the impact of vesting acceleration upon retirement for those eligible to retire, for restricted stock units not yet vested as of September 30, 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
| Date | Stefanski | Mulhern | Weil | Zbanek | Rubino | | 12/10/2023 | 33,967 | 14,400 | 11,034 | 10,933 | 18,400 | | 12/10/2024 | 23,200 | 3,400 | 7,900 | 7,801 | 3,400 | | 12/10/2025 | 13,400 | 2,134 | 4,734 | 4,667 | 2,134 |
Outstanding Equity Awards at Fiscal 2023 Year-End
(2) Based on the closing price for a share of the Company’s common stock as of September 30, 2023, of $11.82 per share. (3) See the "Long-Term Incentives" section for a description of vesting periods on performance share units. The following table sets forth the vesting schedule for outstanding performance share units not vested as of September 30, 2023.
Outstanding Equity Awards at Fiscal 2023 Year-End
| Date | Stefanski | Mulhern | Weil | Zbanek | Rubino | | 12/10/2023 | 15,588 | — | 15,050 | 15,050 | — | | 12/10/2024 | 12,540 | 5,510 | 13,490 | 13,395 | 5,510 | | 12/10/2025 | 40,200 | 9,700 | 21,300 | 21,100 | 9,700 |
Option Exercises and Stock Vested for Fiscal Year 2023
Option Exercises and Stock Vested for Fiscal Year 2023 The following table shows the exercise of Company stock options, vesting of Company restricted stock units and distribution of performance share awards for each named executive officer in fiscal year 2023.
Option Exercises and Stock Vested for Fiscal Year 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting or Distribution (#) | Value Realized on Vesting or Distribution ($)(2) | | Marc A. Stefanski | 286,500 | 771,463 | 43,930 | 615,459 | | Timothy W. Mulhern | — | — | 1,266 | 17,737 | | Meredith S. Weil | 28,700 | 48,979 | 22,612 | 316,794 | | Cathy W. Zbanek | — | — | 22,579 | 316,332 | | Andrew J. Rubino | — | — | 1,266 | 17,737 |
Option Exercises and Stock Vested for Fiscal Year 2023
(1) Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. (2) Represents the value realized upon vesting of restricted stock units or distribution of performance share units based on the market value of the shares on the vesting or distribution date, respectively.
Pension Benefits
Pension Benefits The following table shows the present value of accumulated benefits payable to each named executive officer, including the number of years of service credited, under the Defined Benefit Retirement Plan, determined using the interest rate and mortality rate assumptions used in the Company’s financial statements, as of September 30, 2023.
Pension Benefits
Pension Benefits
Pension Benefits
| Name | Plan Name | Number of Years Credited Service(1) | Present Value of Frozen Benefit as of September 30, 2023 ($)(2) | Payment During Last Fiscal Year ($) | | Marc A. Stefanski | Third Federal Savings Retirement Plan | 29 | 1,897,703 | — | | Timothy W. Mulhern (3) | Third Federal Savings Retirement Plan | — | — | — | | Meredith S. Weil | Third Federal Savings Retirement Plan | 12 | 403,598 | — | | Cathy W. Zbanek | Third Federal Savings Retirement Plan | 7 | 94,834 | — | | Andrew J. Rubino | Third Federal Savings Retirement Plan | 10 | 101,872 | — |
Pension Benefits
(1) Years of credited service prior to the freeze of the plan on December 31, 2011 (the plan freeze included a freeze on credited service used to calculate the amount of benefits under the plan). (2) The Retirement Plan was closed December 31, 2002. The amounts in this column represent the present value of the benefits, which were frozen on December 31, 2011. Upon normal retirement at age 65, a participant will generally be entitled to a monthly benefit equal to 2% of one-twelfth of the participant’s average annual compensation during the participant’s years of benefit service before the Retirement Plan was frozen multiplied by the participant’s years of benefit service credited before the Retirement Plan was frozen. If a participant continues working after reaching age 65, the participant will be eligible to receive his or her monthly normal retirement benefit for any month in which the participant works less than 40 hours. Upon retirement after age 65, the benefit will be the greater of the normal retirement benefit determined at retirement or the normal retirement benefit determined at age 65, increased by 0.8% for each month of deferral after reaching normal retirement age. (3) Mr. Mulhern is not a participant in the Retirement Plan. He joined the Company after the Retirement Plan was closed to entry. For a discussion of the valuation method and material assumptions applied in quantifying the present value of the current accrued benefit, please see Note 13. Employee Benefit Plans to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed on November 21, 2023.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table summarizes contributions and deferrals of compensation during fiscal year 2023 made by each named executive officer under such named executive officer’s Executive Retirement Benefit Plan and the Benefit Equalization Plan, which are not tax-qualified. Additional information concerning these plans is provided under “Compensation Discussion and Analysis.”
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation
| Name | Plan Name | Executive Contributions in Fiscal Year 2023 ($) | Company Contributions in Fiscal Year 2023 ($)(1)(2) | Aggregate Earnings in Fiscal Year 2023 ($)(2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance as of September 30, 2023 ($ | | Marc A. Stefanski | Executive Retirement Benefit Plan | — | — | 24,007 | — | 745,648 | | | Benefit Equalization Plan | — | — | 42,652 | — | 1,324,788 | | | Total | — | — | 66,659 | — | 2,070,436 | | Timothy W. Mulhern | Executive Retirement Benefit Plan | — | — | — | — | — | | | Benefit Equalization Plan | 13,274 | 13,274 | 796 | — | 27,344 | | | Total | 13,274 | 13,274 | 796 | — | 27,344 | | Meredith S. Weil | Executive Retirement Benefit Plan | — | — | — | — | — | | | Benefit Equalization Plan | 34,458 | 34,458 | 22,854 | — | 724,722 | | | Total | 34,458 | 34,458 | 22,854 | — | 724,722 | | Cathy W. Zbanek | Executive Retirement Benefit Plan | — | — | — | — | — | | | Benefit Equalization Plan | 27,081 | 27,081 | 15,895 | — | 502,562 | | | Total | 27,081 | 27,081 | 15,895 | — | 502,562 | | Andrew J. Rubino | Executive Retirement Benefit Plan | — | — | — | — | — | | | Benefit Equalization Plan | 20,500 | 16,492 | 1,295 | — | 44,662 | | | Total | 20,500 | 16,492 | 1,295 | — | 44,662 |
Non-Qualified Deferred Compensation
(1) The Executive Retirement Benefit Plan was closed to additional contributions as of October 1, 2008. (2) All amounts reflected in the “Company Contributions in Fiscal Year 2023” and the “Aggregate Earnings in Fiscal Year 2023” columns are reported as compensation in the “Summary Compensation Table” on page 25.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The award agreements for stock options, restricted stock units and performance share units granted under the Amended Plan provide for immediate vesting in full of those awards upon (a) termination of the named executive officer’s employment as a result of death or disability (as defined by the U.S. Social Security Administration) or (b) a change in control of the Company. Vesting for retirement occurs ratably each calendar quarter over the first year of grant. For termination-based vesting purposes, any unvested portion of an award is forfeited if the named executive officer’s employment is terminated other than as a result of death, disability or retirement. The following table sets forth the value of payments that would be made assuming a hypothetical termination or change in control occurring on September 30, 2023.
Potential Payments Upon Termination or Change in Control
| Named Executive Officer | Death ($)(1) | Disability ($)(1) | Change in Control ($)(1) | Other Termination ($)(1)(2) | | Marc A. Stefanski | | | | | | Stock Options | — | — | — | — | | Restricted Stock Units(3) | 9,842,691 | 9,842,691 | 9,842,691 | 9,723,900 | | Performance Share Units(3) | 807,637 | 807,637 | 807,637 | 707,853 | | Totals | 10,650,328 | 10,650,328 | 10,650,328 | 10,431,753 | | Timothy W. Mulhern | | | | | | Stock Options | — | — | — | — | | Restricted Stock Units(3) | 235,620 | 235,620 | 235,620 | — | | Performance Share Units(3) | 179,782 | 179,782 | 179,782 | — | | Totals | 415,402 | 415,402 | 415,402 | — | | Meredith S. Weil | | | | | | Stock Options | — | — | — | — | | Restricted Stock Units(3) | 322,307 | 322,307 | 322,307 | 42,552 | | Performance Share Units(3) | 589,109 | 589,109 | 589,109 | — | | Totals | 911,416 | 911,416 | 911,416 | 42,552 | | Cathy W. Zbanek | | | | | | Stock Options | — | — | — | — | | Restricted Stock Units(3) | 276,600 | 276,600 | 276,600 | — | | Performance Share Units(3) | 585,622 | 585,622 | 585,622 | — | | Totals | 862,222 | 862,222 | 862,222 | — | | Andrew J. Rubino | | | | | | Stock Options | — | — | — | — | | Restricted Stock Units(3) | 282,900 | 282,900 | 282,900 | — | | Performance Share Units(3) | 179,782 | 179,782 | 179,782 | — | | Totals | 462,682 | 462,682 | 462,682 | — |
Potential Payments Upon Termination or Change in Control
(1) These columns include amounts that would be paid to the named executive officers actively employed by the Company at September 30, 2023, for currently vested but unpaid awards and for awards where vesting accelerates upon termination by death, disability or change in control. (2) This column includes unvested performance share units that will vest as of the vesting date (subject to meeting performance measures) upon termination for executives eligible to retire and restricted stock units granted to Mr. Stefanski and Ms. Weil that are fully vested and will be paid upon termination. Mr. Stefanski became eligible to retire on April 23, 2016. No other named executive officers actively employed by the Company at September 30, 2023 were eligible to retire as of September 30, 2023 under the terms of the award agreements pursuant to which the stock options, restricted stock units and performance share units were granted. (3) Based on the closing price for a share of Company common stock on September 30, 2023 of $11.82. Under the Amended Plan, a change in control occurs upon any of the following: (a) any person (other than TFS, MHC and certain other parties) becomes the beneficial owner of at least 25% of our common stock; (b) our incumbent directors (as defined below) cease to constitute a majority of the board of directors; (c) a merger or similar transaction involving the Company (other than (i) a merger or similar transaction that results in our common stock continuing to represent at least 50% of the voting power of the entity surviving the transaction, or (ii) a second-step conversion of TFS, MHC is consummated; (d) the Company’s stockholders approve a plan of complete liquidation of the Company; (e) a sale, liquidation or other disposition of all or substantially all of the Company’s assets is consummated; or (f) a party makes a successful tender offer for at least 25% of the shares of our common stock. Under the Amended Plan, the incumbent directors are defined as directors serving on the Board of Directors as of February 22, 2018 and any successor directors approved (a) by at least two-thirds of the Board of Directors and two-thirds of the incumbent directors, or (b) by a nominating committee, the members of which were approved by at least two-thirds of the Board of Directors and two-thirds of the incumbent directors. Under the current form of award agreement under the Amended Plan, a named executive officer can retire after any of the following occurs: (a) he or she reaches age 65; or (b) he or she reaches age 62 and has completed 15 years of continuous service as an associate. The named executive officers also would receive, upon any termination of employment, benefits under the Retirement Plan, the Executive Retirement Benefit Plan and the Benefit Equalization Plan as set forth under “Pension Benefits” and “Non-Qualified Deferred Compensation.” Upon a change in control, the named executive officers would receive payments under the Executive Retirement Benefit Plan and the Benefit Equalization Plan as set forth under “Non-Qualified Deferred Compensation.”
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table sets forth information concerning the compensation of our principal executive officer ("PEO") and the average compensation of our non-PEO named executive officers ("NEOs") for the past three fiscal years as set forth in the Summary Compensation Table, as well as the SEC-defined "Compensation Actually Paid" ("CAP") of our PEO, average CAP of our other NEOs and certain Company and peer group financial performance measures used to gauge financial performance for each such fiscal year.
PAY VERSUS PERFORMANCE
| Fiscal Year ending September 30, | Summary Compensation Table Total for PEO ($) (1) | CAP to PEO ($) (1) | Average Summary Compensation Table Total for Other NEOs ($) (1) | Average CAP to Other NEOs ($) (1) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | Adjusted Net Income (3) ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (2) | | | | | | | | | | | (in millions) | | | 2023 | 4,819,359 | 4,543,329 | 1,272,653 | 1,296,624 | 100 | 135 | 75.3 | 77.3 | | 2022 | 4,629,883 | 4,124,760 | 1,013,108 | 931,815 | 100 | 140 | 74.6 | 80.6 | | 2021 | 4,751,324 | 4,964,860 | 1,287,802 | 1,626,262 | 137 | 182 | 81.0 | 67.7 |
PAY VERSUS PERFORMANCE
(1) The PEO for each of the fiscal years 2023, 2022, and 2021 is Mr. Stefanski. For 2023, our other NEOs include Mses. Weil and Zbanek and Messrs. Mulhern and Rubino. For 2022, our other NEOs include Paul J. Huml, Messrs. Mulhern and Rubino and Mses. Weil and Zbanek. For 2021, our other NEOs include Paul J. Huml, Anna Maria Motta and Mses. Weil and Zbanek. A reconciliation between the Summary Compensation Table Total and CAP is included below in this section. (2) Peer Group Total Shareholder Return represents the cumulative Total Shareholder Return of the S&P U.S. BMI Banks Index. (3) Adjusted Net Income is a non-GAAP measure. Adjusted Net Income is described under Annual Performance-based Cash Bonuses for Named Executive Officers starting on page 19 of this proxy. CAP to our NEOs represents the compensation reported in the total column of the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
PAY RATIO
PAY RATIO In compliance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information with respect to our last completed fiscal year. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In identifying our median employee, we calculated annual total cash compensation of each employee for the fiscal period that ended on September 30, 2022. Total cash compensation for these purposes included base salary and bonus paid during the fiscal period. Data was calculated using our internal human resources system. Once the median employee was identified in the manner described above, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of the Chief Executive Officer, as reported in the Summary Compensation Table. The median of the annual total compensation of all employees, excluding the Chief Executive Officer, is $72,629. The annual total compensation of the Chief Executive Officer, as reported in the 2022 Summary Compensation Table, is $4,819,359. The ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all other employees is 66 to 1. The pay ratio disclosure rules of Item 402(u) of Regulation S-K provide companies with a great deal of flexibility in determining their pay ratio reporting methodologies and in estimating the ratio of the annual total compensation of the Chief Executive Officer to the median of the annual total compensation of all other employees and is not designed to facilitate comparisons of pay ratios between companies. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which, among other factors such as differences in employee populations, geographic locations, business strategies and compensation practices, may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including other companies within the financial services industry.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION For fiscal year 2023, directors of the Company were paid an annual retainer of $30,000, in monthly installments. Directors of Third Federal Savings and Loan were paid an annual retainer of $30,000, in monthly installments. Members of the Audit Committee, Compensation Committee and Directors Risk Committee were paid $1,000 per committee meeting attended, and committee chairs were paid an additional $12,500 annually in quarterly installments. All of our directors are also directors of Third Federal Savings and Loan. Mr. Stefanski and Ms. Weil do not receive fees for their service as a director. See the “Summary Compensation Table” on page 25 for amounts received by Mr. Stefanski and Ms. Weil in connection with their employment with the Company in fiscal year 2023. Ms. Williams was granted 7,650 restricted stock units on December 15, 2022, having an economic value at grant date of $104,729. Each of the other non-employee directors, except Mr. Weir, who became a director in June 2022, were granted 5,100 restricted stock units on December 15, 2022, having an economic value at grant date of $69,819. These restricted stock units vested in full on December 10, 2023. Consistent with awards provided to previous new directors, Mr. Weir was granted 50,000 restricted stock units on December 15, 2022, with an economic value at grant date of $684,500. These new director grants vest over a five year period, beginning approximately one year subsequent to the grant date. All restricted stock units are settled in shares of our common stock upon vesting. The vesting of annual restricted stock units accelerates (a) upon death, disability, or retirement, or (b) following a change in control (as those terms are defined in the Amended Plan or the form of award agreement, as applicable). However, new director grants do not provide for accelerated vesting upon retirement. For purposes of these awards, retirement is defined as cessation of board service (other than for cause) after attaining age 72. The restricted stock units, including those that are unvested, are entitled to dividend equivalent rights. Dividend equivalent rights represent the right to receive cash payments on our dividend payment dates equal in value to the amount of any cash dividend paid per share of common stock of the Company, multiplied by the number of shares of stock underlying the restricted stock units. The following table sets forth the compensation earned by the non-employee directors of the Company during fiscal year 2023:
DIRECTOR COMPENSATION
| Name | Fee Earned or Paid ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Barbara J. Anderson | 34,000 | 69,819 | 30,000 | 133,819 | | Anthony J. Asher (4) | 33,000 | 69,819 | 30,975 | 133,794 | | Martin J. Cohen | 38,000 | 69,819 | 30,000 | 137,819 | | Robert A. Fiala | 50,500 | 69,819 | 30,000 | 150,319 | | William C. Mulligan | 54,500 | 69,819 | 30,000 | 154,319 | | Terrence R. Ozan | 46,500 | 69,819 | 30,000 | 146,319 | | John P. Ringenbach | 46,000 | 69,819 | 30,000 | 145,819 | | Daniel F. Weir | 34,000 | 684,500 | 30,000 | 748,500 | | Ashley H. Williams | 46,333 | 104,729 | 30,000 | 181,062 |
DIRECTOR COMPENSATION
(1) The following sets forth each non-employee director's annual retainer and committee fees, included in fees earned or paid in the table above:
DIRECTOR COMPENSATION
| Name | Director Since | Annual Retainer ($) | Committee Fees ($) | | Barbara J. Anderson | 2021 | 30,000 | 4,000 | | Anthony J. Asher | 2008 | 30,000 | 3,000 | | Martin J. Cohen | 2006 | 30,000 | 8,000 | | Robert A. Fiala (5) | 2005 | 30,000 | 20,500 | | William C. Mulligan (5) | 2007 | 30,000 | 24,500 | | Terrence R. Ozan (5) | 2011 | 30,000 | 16,500 | | John P. Ringenbach | 2015 | 30,000 | 16,000 | | Daniel F. Weir | 2022 | 30,000 | 4,000 | | Ashley H. Williams (5) | 2018 | 30,000 | 16,333 |
DIRECTOR COMPENSATION
(2) The amounts reported in these columns reflect the aggregate grant date fair value of awards pursuant to the Amended Plan for the fiscal year ended September 30, 2023, in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote 14 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on November 21, 2023. The non-employee directors, except Ms. Anderson, Mr. Weir and Ms. Williams, had 2,900 shares vest during fiscal year 2023 and had 5,100 unvested restricted stock units outstanding as of September 30, 2023. Ms. Anderson had 10,000 shares vest during fiscal year 2023 and had 45,100 unvested restricted stock units outstanding as of September 30, 2023. Mr. Weir had 50,000 unvested restricted stock units outstanding at September 30, 2023. Ms. Williams had 12,900 shares vest during the fiscal year ended September 30, 2023 and had 17,650 unvested restricted stock units outstanding as of September 30, 2023. (3) Amounts represent fees paid for service on the board of directors of Third Federal Savings and Loan. (4) For the fiscal year ended September 30, 2023, there was $975 of income imputed to Mr. Asher related to personal use of a charter flight included in All Other Compensation. (5) Messrs. Fiala, Ozan and Mulligan are chairs of the Compensation Committee, Directors Risk Committee and Audit Committee, respectively. Ms. Williams is the chair of the Executive Committee.