Document
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
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Soliciting Material Pursuant to Rule 14a-12
TFS FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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tfsfinanciallogoa04.jpg

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To our Stockholders:
The 2017 annual meeting of stockholders of TFS Financial Corporation (the “Company”) will be held at the offices of Third Federal Savings and Loan, 7007 Broadway Avenue, Cleveland, Ohio 44105, on Thursday, February 23, 2017, at 9:00 a.m., local time, for the following purposes:
1.
To elect three directors, each to hold office for a three-year term and until his successor has been duly elected and qualified;
2.
To conduct an advisory vote on the compensation of our named executive officers;
3.
To conduct an advisory vote on the frequency of future advisory votes on compensation of our named executive officers;
4.
To ratify the selection of Deloitte & Touche LLP as the Company’s independent accountant for the Company’s fiscal year ending September 30, 2017; and
5.
To transact all other business that properly comes before the meeting.
Only stockholders of record at the close of business on December 27, 2016 will be entitled to notice of and to vote at the meeting or any adjournment thereof. You are invited to attend the annual meeting, and we request that you vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, date and sign the available proxy card and return it to the Company. Alternatively, you may vote via telephone or over the Internet.
All stockholders of record entitled to vote at the annual meeting should receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). The Notice of Internet Availability will instruct you as to how you may access and review all of the important information contained in the proxy materials. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice of Internet Availability. The principal address of the Company is 7007 Broadway Avenue, Cleveland, Ohio 44105.
By order of the Board of Directors,
huffmansignaturea01.jpg
David S. Huffman
Secretary
January 10, 2017

YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE AVAILABLE
PROXY CARD OR VOTE VIA TELEPHONE OR OVER THE INTERNET.






TABLE OF CONTENTS 
 
 
 
Page 
 





TFS FINANCIAL CORPORATION
7007 Broadway Avenue
Cleveland, Ohio 44105
PROXY STATEMENT
Our Board of Directors is providing this proxy statement to ask for your vote as a stockholder of TFS Financial Corporation (the “Company,” “we,” “us” or “our”) on certain matters to be voted on at our next annual meeting of stockholders, which will be held at the offices of Third Federal Savings and Loan, 7007 Broadway Avenue, Cleveland, Ohio 44105, on Thursday, February 23, 2017, at 9:00 a.m., local time. We are making these proxy materials, along with our 2016 Annual Report to Stockholders, available to you electronically on or about January 10, 2017.

ABOUT THE MEETING
What Is the Purpose of the Annual Meeting of Stockholders?
At our annual meeting of stockholders, stockholders will act upon the matters outlined in the accompanying notice of meeting, including the election of three directors, an advisory vote on the compensation of our named executive officers, an advisory vote on the frequency of future advisory votes on compensation of our named executive officers and a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent accountant for the Company’s fiscal year ending September 30, 2017. We are not aware of any other matter that will be presented for your vote at the meeting.
Who Is Entitled to Vote?
Only stockholders of record at the close of business on the record date, December 27, 2016, are entitled to receive notice of and to vote the shares of our common stock that they held on the record date at the meeting, or any postponement or adjournment of the meeting. Each outstanding share of common stock entitles its holder as of the record date to cast one vote on each matter acted upon at the meeting. As of the record date, the Company had outstanding 283,517,967 shares of common stock.
What if My Shares Are Held in the Third Federal Savings Associate Stock Ownership Plan or the Third Federal Savings 401(k) Savings Plan?
If you are a participant in the Third Federal Savings Associate Stock Ownership Plan (the “ASOP”) or the Third Federal Savings 401(k) Savings Plan (the “401(k) Plan”) and you own shares of our common stock through those plans, you have been provided voting instruction forms with respect to shares you may vote under those plans. Although the trustee or administrator for each plan votes all shares of our common stock held by that plan, each participant may direct the trustee or administrator how to vote the shares of our common stock allocated to his or her plan account. You must provide voting instructions to the trustee or administrator by February 18, 2017, for them to be effective. If you own shares of our common stock through either of these plans and do not provide voting instructions to the trustee or administrator by February 18, 2017, the respective trustee or administrator will vote the shares of common stock in accordance with the terms of the respective plans, which provide that the trustee or administrator will vote any shares of our common stock for which it has received no voting instructions in the same proportions as it votes the shares of our common stock for which it has received instructions from plan participants. You also may revoke previously given voting instructions prior to February 18, 2017, by filing with the trustee or administrator either written notice of revocation or a properly completed voting instruction form bearing a later date.
Who Can Attend the Meeting?
Only stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Please note that if you hold your shares in “street name” (that is, through a broker or other nominee), your name does not appear in the Company’s records, and you will need to bring to the annual meeting a copy of your brokerage statement reflecting your ownership of shares of our common stock as of the record date in order to be admitted.

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When and Where Is the Meeting?
The meeting will be held at the offices of Third Federal Savings and Loan, 7007 Broadway Avenue, Cleveland, Ohio 44105, on Thursday, February 23, 2017, at 9:00 a.m., local time. Parking is available in our visitor parking lot, which you can enter from Aetna Avenue.
What Constitutes a Quorum?
The presence at the meeting, either in person or by proxy, of the holders of a majority of the shares of our common stock outstanding on the record date will represent a quorum, permitting the conduct of business at the meeting. Proxies received by the Company but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for purposes of establishing a quorum. A broker non-vote occurs if your shares are held in “street name” by a broker or nominee and the broker or nominee reports your shares as non-votes because you did not provide your broker or nominee with voting instructions for your shares.
What Vote Is Required to Approve Each Proposal, Assuming that a Quorum Is Present at the Annual Meeting of Stockholders?
Proposal One: Election of Directors.  The three nominees for director who receive the greatest number of affirmative votes will be elected directors, and abstentions and broker non-votes will not count as votes for any nominee for director.
Proposal Two: Advisory Vote on Executive Compensation. The Company is presenting an advisory vote on the compensation of its named executive officers. See page 37 under “Proposal Two: Advisory Vote on Executive Compensation” for additional information. If a majority of the votes cast on this proposal are cast in favor of approval, the proposal will be approved. Abstentions will be treated as cast and will have the same effect as a vote against approval. Broker non-votes are not considered votes cast either for or against approval. While our Board of Directors intends to consider carefully the stockholder vote resulting from this proposal, the final vote will not be binding on us and is advisory in nature.
Proposal Three: Advisory Vote on the Frequency of Advisory Vote on Executive Compensation. The Company is presenting an advisory vote on the frequency (every one, two or three years) of the advisory vote on the compensation of our named executive officers. See page 38 under “Proposal Three: Advisory Vote on the Frequency of the Executive Compensation Advisory Vote” for additional information. The frequency receiving the greatest number of votes will be the frequency recommended by the stockholders. Abstentions and broker non-votes are not considered votes cast for any frequency. While our Board of Directors intends to consider carefully the stockholder vote resulting from this proposal, the final vote will not be binding on us and is advisory in nature.
Proposal Four: Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Accountant.  The Audit Committee of the Board of Directors plans to reappoint Deloitte & Touche LLP as the Company’s independent accountant to audit our financial statements for the fiscal year ending September 30, 2017, subject to the ratification of the appointment by our stockholders as required by our bylaws. See page 38 under “Proposal Four: Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Accountant” for additional information. If a majority of votes cast on this proposal are cast in favor of approval, the proposal will be approved. Abstentions will be treated as votes cast and will have the same effect as a vote against ratification. Broker non-votes are not considered votes cast and will not be counted either for or against ratification.
How Does Third Federal Savings and Loan Association of Cleveland, MHC Intend to Vote Its Shares?
All stockholder votes will include the vote of Third Federal Savings and Loan Association of Cleveland, MHC, which, as of December 27, 2016, owned 227,119,132 shares, or 80.1%, of our outstanding common stock. As such, the vote of Third Federal Savings and Loan Association of Cleveland, MHC will be determinative of the outcome of any vote or election. Third Federal Savings and Loan Association of Cleveland, MHC intends to vote for the election of the Board of Directors’ three nominees for director, to approve the proposal to approve the compensation of our named executive officers, to vote for an advisory vote on executive compensation every three years, to vote for ratification of the selection of Deloitte & Touche LLP, and to vote in accordance with the recommendation of the Board of Directors on any other matter that properly comes before the meeting.

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How Do I Vote?
You may cast your vote in person at the meeting or in any one of the following ways:
By Telephone:  You may call the toll-free number printed on the accompanying proxy card. Follow the simple instructions and use the personalized control number printed on your Notice of Internet Availability in order to vote your shares. You will be able to confirm that your vote has been recorded properly. Telephone voting is available 24 hours a day. If you vote by telephone, you should not return a proxy card.

Over the Internet:  You may visit the web site printed on the accompanying proxy card. Follow the simple instructions and use the personalized control number printed on your Notice of Internet Availability in order to vote your shares. You will be able to confirm that your vote has been recorded properly. Internet voting is available 24 hours a day. If you vote over the Internet, you should not return a proxy card.
By Mail:  You may mark, sign and date the accompanying proxy card and return it to the address provided on the proxy card.
If you sign, date and return the accompanying proxy card or vote by telephone or via the Internet, the shares of common stock represented by your proxy will be voted as you specify. If you return a signed and dated proxy card, but do not indicate how your shares of common stock should be voted, the shares of common stock represented by your proxy will be voted to elect the directors set forth under the caption “Election of Directors,” for approval of the proposal concerning the compensation of our named executive officers, for conducting an advisory vote on executive compensation every three years and for ratification of the selection of Deloitte & Touche LLP as the Company’s independent accountant to audit our financial statements for the fiscal year ending September 30, 2017.
Will My Shares Be Voted if I Do Not Provide Instructions to My Broker?
If you are the beneficial owner of shares held in “street name” by a broker or other nominee, the broker or other nominee, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not provide your broker or other nominee instructions as to how your shares are to be voted, your broker or other nominee will not be able to vote your shares on any of the matters discussed herein, and your shares will not be voted with respect to those matters. We urge you to provide instructions to your broker or nominee so that your vote may be counted on these important matters. You should direct the vote of your shares by following the instructions provided on the voting instructions card you received from your broker or other nominee and return the voting instructions card to your broker or other nominee in a timely manner to ensure that your shares are voted on your behalf.
May I Revoke My Proxy or Change My Vote?
You may revoke or change your vote at any time before your proxy has been exercised by filing a written notice of revocation or a duly executed proxy bearing a later date with the Company at the Company’s principal address indicated on the attached Notice of Annual Meeting of Stockholders, by submitting another timely, later-dated vote by telephone or Internet or by giving notice of revocation to the Company in open meeting. However, your presence at the annual meeting alone will not be sufficient to revoke your previously-granted proxy or vote. Beneficial stockholders may revoke any prior voting instructions by contacting the broker or other nominee that holds their shares prior to the deadline provided in the voting instructions received from your broker or other nominee.
How Will the Proxy Solicitation Be Conducted?
        
This solicitation of proxies is made by and on behalf of the Board of Directors. The cost of the solicitation of your proxy will be borne by the Company. In addition to solicitation of proxies by mail and electronically, officers and associates of the Company may solicit proxies in person, by telephone or by facsimile. These officers and associates will not receive any additional compensation for their participation in the solicitation process.

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PROPOSAL ONE: ELECTION OF DIRECTORS
You will be voting on the election of three directors at the annual meeting of stockholders. On July 11, 2016, Mr. Paul W. Stefanik retired from his position as director. The Company's bylaws were amended on July 28, 2016 to decrease the number of directors from 11 to 10. In addition, Mr. Robert B. Heisler, Jr., will not be standing for re-election to the Board of Directors when his current term expires on February 23, 2017. We appreciate Mr. Heisler’s years of service and thank him for his leadership as Chair of the Director’s Risk Committee and guidance during his tenure with the Company. Effective on that date, the Company's bylaws will be amended and the number of directors will be decreased to nine.
The Board of Directors is divided into three classes, each consisting of a number of directors as nearly equal as possible. The total number of directors will be fixed at nine. 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 2020, and until his successor is elected and qualified. The current terms of office of William C. Mulligan and Terrence R. Ozan will expire on the day of this annual meeting of stockholders. The current term of office of Marc A. Stefanski is not scheduled to expire until the day of the 2019 annual meeting, however to evenly balance the terms of the remaining directors, he also will stand for re-election at 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 William C. Mulligan, Terrence R. Ozan and Marc A. Stefanski.
If for any reason any of the nominees is 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:
 
Name
Age
Positions Held in TFS Financial Corporation
Director Since
Term of Office Expires
Nominees for Director
 
 
 
 
 
 
 
 
 
William C. Mulligan
63
Director
2007
2017
Terrence R. Ozan
70
Director
2011
2017
Marc A. Stefanski
62
Chairman of the Board, President, Chief Executive Officer and Director
1987
2017
 
 
 
 
 
Directors Continuing in Office
 
 
 
 
 
 
 
 
 
Anthony J. Asher
78
Director
2008
2018
Martin J. Cohen
63
Director
2006
2019
Robert A. Fiala
63
Director
2005
2019
John P. Ringenbach
67
Director
2015
2019
Ben S. Stefanski III(1)
44
Director
2010
2018
Meredith S. Weil
50
Director, Vice President
2014
2018
 
(1) Ben S. Stefanski III is the nephew 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
William C. Mulligan has served as a managing director of Primus Capital Funds, a private equity firm, since 1987. Mr. Mulligan joined Primus Capital Funds in 1985 from McKinsey & Company, Inc., an international management consulting firm. Mr. Mulligan serves as a director of several private companies and one public company, Universal Electronics, Inc. Mr. Mulligan’s exposure to a wide range of companies and strategic acquisitions provides extensive business, financial and risk management skills that are important to his service on the Board and the Audit and Compensation Committees.
Terrence R. Ozan serves on the board of directors of Cohesant Inc. and multiple privately held companies. He retired from the board of Capgemini in 2014 after 14 years of service. Mr. Ozan served as Chief Executive Officer of North American operations and was an executive member of the Capgemini Global Management Committee prior to his retirement in 2003.

4



Prior to the formation of Capgemini in 2000, Mr. Ozan was the Chief Executive Officer of worldwide consulting services for Ernst & Young and served on various boards and governance committees. In his nearly 30-year career at Ernst & Young, Mr. Ozan also directed many different domestic business units of the organization. Mr. Ozan’s extensive business and finance experience enhances the risk management and oversight functions of the Board and is important to his service on the Board and the Directors Risk Committee.
Marc A. Stefanski joined Third Federal Savings and Loan in 1982 and was elected Chairman of the Board and Chief Executive Officer in 1988, succeeding his father in these positions. He was elected President of Third Federal Savings and Loan and the Company in 2000. Mr. Stefanski’s parents, Ben and Gerome Stefanski, founded Third Federal Savings and Loan in 1938. Mr. Stefanski’s values, leadership skills, extensive experience overseeing the growth of Third Federal Savings and Loan and the Company and extensive knowledge of the industry, the Company and the community are considered valuable assets to the Board of Directors.


Business Experience of Each Continuing Director
Anthony J. Asher is the Chairman of Weston, Inc., one of the largest industrial property owners in the Cleveland, Ohio area, which Mr. Asher founded in 1971. Mr. Asher also founded one of the largest title agencies in the Cleveland area. This experience, combined with his background as an entrepreneur, provides invaluable skills used in his service on the Board and the Audit Committee.
Martin J. Cohen has been a managing partner of H & M Management Company, a real estate management company, since 1975 and is manager and part owner of eight apartment complexes. He has managed and owned other commercial and single family properties. Mr. Cohen also has previous financial-related experience in the banking industry and has maintained leadership positions in various trade and community organizations. These skills provide a useful resource in his service on the Board and the Audit Committee.
Robert A. Fiala is president of the architecture firm ThenDesign, which he founded in 1989. He is also a member of the Willoughby, Ohio, City Council, where he currently serves as Council Vice President. Mr. Fiala is a current and past board member of several local nonprofit institutions. Mr. Fiala’s management and business experience in operating his own company and his extensive civic and community responsibilities bring extensive knowledge and business acumen, as well as knowledge of the local community served by the Company, to his service on the Board and the Compensation Committee.
John P. Ringenbach has 40 years of banking experience, including 18 years as chief operating officer of Third Federal Savings and Loan before retiring in 2012. Prior to joining Third Federal Savings and Loan, he was President and Chief Executive Officer of Commerce Exchange Bank, a company specializing in the small business market. He also spent 14 years at Ameritrust. Mr. Ringenbach's many years of service in the financial services area, including as an officer of Third Federal Savings and Loan, bring knowledge of the financial, operational and regulatory challenges that the Company faces, which provides a valuable resource to his service on the Board, as well as the Compensation Committee, to which he was appointed on October 29, 2015.
Ben S. Stefanski III is currently Director of CRM and Omnichannel Strategy at Patagonia Works, a $600 million outdoor retail company. Mr. Stefanski has been employed by Patagonia Works (previously Patagonia, Inc.) since 2001 and has led a number of teams, including Patagonia Works’ call centers and inventory groups. Mr. Stefanski has previously served on the board of the Third Federal Foundation. He is the nephew of Marc A. Stefanski and grandson of Ben and Gerome Stefanski, the founders of Third Federal Savings and Loan. Mr. Stefanski provides a retail business perspective that is important to his service on the Board and the Directors Risk Committee.
Meredith S. Weil joined Third Federal Savings and Loan in 1999 and serves as Vice President of the Company and has served as Chief Operating Officer of Third Federal Savings and Loan since 2012. Prior thereto, she held several senior management positions within Third Federal Savings and Loan, including that of regional manager of retail delivery operations, overseeing customer service and internet services, as well as marketing. She has worked in the banking industry since 1992, which included serving as Vice President of Strategic Management of Key Bank prior to joining the Company. Ms. Weil brings extensive business and banking experience to the Board and enhances the Board’s overall understanding of the Company and the industry.

         

5



CORPORATE GOVERNANCE
Meetings of the Board of Directors
During the fiscal year ended September 30, 2016, the Board of Directors met 11 times and the board of directors of Third Federal Savings and Loan, which consists of the same directors as the Board of Directors, met 12 times. During the fiscal year ended September 30, 2016, no director attended fewer than 75% of the total number of meetings of the Board of Directors and the total number of meetings held by all committees on which the director served except for Robert B. Heisler, Jr., who was excused for health reasons. The Company anticipates that all of its directors will attend the annual meeting of stockholders. All directors serving at the time of last year’s annual meeting attended that meeting with the exception of Mr. Asher. The Board of Directors has established various standing committees, including an Audit Committee, Compensation Committee, Executive Committee and Directors Risk Committee. The full Board of Directors acts as the Company’s nominating committee.
Independent Directors
A majority of the members of the Board of Directors and all members of the Audit Committee, Compensation Committee and Directors Risk Committee are independent, as affirmatively determined by the Board of Directors consistent with the criteria set forth in the listing rules of the NASDAQ Stock Market, LLC (“NASDAQ”).
The Board of Directors conducts an annual review of director independence for all current nominees for election as directors and all continuing directors. In connection with this review, the Board of Directors considers all relevant facts and circumstances relating to relationships that each director, his or her immediate family members and their related interests had with the Company and its subsidiaries.
As a result of this review, the Board of Directors affirmatively determined that nominees Messrs. Mulligan and Ozan and continuing directors Messrs. Asher, Cohen, Fiala, , Ringenbach and Stefanski III are independent. The Board of Directors determined that nominee Mr. Stefanski and continuing director Ms. Weil are not independent because they are associates of the Company.
Board Leadership Structure and Risk Oversight
Pursuant to the Company’s bylaws, the Board of Directors is responsible for the selection of a Chairman of the Board and a President of the Company, and may further designate the Chairman of the Board as an officer.

Mr. Stefanski currently serves as our Chairman of the Board, President, and Chief Executive Officer. The Board of Directors believes that this structure provides the optimal leadership model for us. Combining the Chairman of the Board and President and Chief Executive Officer roles fosters accountability, effective decision-making and alignment of interests of the Board of Directors and management. Mr. Stefanski also is able to use the in-depth focus and perspective gained in his executive function to assist the Board of Directors in addressing both internal and external issues affecting the Company. This structure also allows a single person to act as a spokesperson for the Company and to represent and speak on our behalf to our customers, employees and regulators. It also best leverages Mr. Stefanski’s unique attributes and heritage as his family’s name and history are an important part of our brand image.
While the Board of Directors does not have a lead independent director, it feels that having a majority of independent directors, a discrete and independent committee system and periodic meetings of non-management directors in executive session permits the Board to maintain effective oversight of the Company’s management. The Board of Directors periodically reviews its leadership structure to ensure that it meets the Company’s needs.
The Board of Directors monitors the risks inherent in the Company’s business model and internal operations, including risk relating to changes in interest rates, risk relating to the Company’s investments, risk relating to the Company’s lending activities and risk arising from the Company’s compensation policies and practices.
Because a majority of the Company’s assets and liabilities are monetary in nature, the Company’s most significant form of risk, and thus the risk most important to manage, is interest rate risk. In general, our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and limit the exposure of our net interest income to changes in market interest rates. Accordingly, the Directors Risk Committee of the Board of Directors has established risk management guidelines and directed the formation of an Asset/Liability Management Committee consisting of members of management. The Directors Risk Committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, and for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives.

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The Asset/Liability Management Committee is responsible for managing this risk consistent with the guidelines approved by the Directors Risk Committee. The Asset/Liability Management Committee meets monthly and provides reports of its proceedings to the Directors Risk Committee.
The Company is also exposed to risk from the assets in which it invests. As part of its risk oversight, the Directors Risk Committee is responsible for establishing and overseeing the Company’s investment policy, which is reviewed at least annually by management, and any changes to the policy are subject to approval by the Directors Risk Committee. This policy dictates that investment decisions be made based on the safety of the investment, liquidity requirements, potential returns, the ability to provide collateral for pledging requirements, and consistency with our interest rate risk management strategy. Third Federal Savings and Loan also maintains an Investment Committee made up of members of management, which oversees investing activities and strategies and policies. The management Investment Committee meets quarterly, or more frequently as necessary, and provides reports of its proceedings to the Directors Risk Committee.
A third category of risk to which the Company is exposed is risk from its lending activities. As part of its risk oversight, the Board of Directors has established underwriting standards and loan origination procedures, including loan approval limits. The Board of Directors has delegated authority to its Executive Committee to review and delegate authority to certain individuals of the Company to consider and approve loans within their designated authority. On an annual basis, the Board of Directors reviews and approves the underwriting standards and loan origination procedures.
In addition, the Directors Risk Committee oversees the Company’s risk management processes and has responsibilities with respect to risk management oversight, including responsibilities with respect to interest rate, investing and lending risk. Although it does not directly supervise the Company’s Investment Committee or Asset/Liability Management Committee, the Directors Risk Committee is responsible for the regular review of their guidelines, policies and deliberations. The Directors Risk Committee also reviews the Company’s strategies, policies and practices to identify, assess, report and manage other risk exposures and considers similar risk assessments presented to it by the Company’s internal management risk committee.
The Audit Committee is also involved in the risk management process. The Audit Committee annually reviews and approves the processes used by our internal audit department in developing our annual risk assessment, discusses any areas of high risk identified during an audit, inquires into significant risks facing the Company, and discusses independently with management the Company’s policies with respect to risk assessment and risk management.
As part of our incentive compensation program, the Compensation Committee has discretion to reduce the amount payable from the incentive pool based on the results of our on-going enterprise-wide risk assessment. In addition, the Company uses only non-commissioned associates to gather loan applications and underwrite and process loan requests. These measures are designed to reduce incentives for employees to cause the Company to take undue risk.
The Compensation Committee and management have assessed our compensation policies and practices and do not believe that they are reasonably likely to have a material adverse effect on the Company.
Executive Session
The non-management members of the Board of Directors meet periodically in executive session.

7



Committee Membership and Roles
The following table provides details with respect to committee membership and roles as of September 30, 2016:
 
 
Audit(1)
Compensation
Directors Risk
Executive
Nominating
Anthony J. Asher
þ

 
 
þ
Martin J. Cohen
þ
 
 
 
þ
Robert A. Fiala
 
þ(2)
 
 
þ
Robert B. Heisler, Jr.
 
 
þ(2)
 
þ
William C. Mulligan
þ(2)(3)
þ
 
þ
þ
Terrence R. Ozan
 

þ

þ
John P. Ringenbach

þ

þ
þ
Marc A. Stefanski
 
 
 
þ(2)
þ
Ben S. Stefanski III
 
 
þ

þ
Meredith S. Weil
 
 
 
 
þ
 
(1) The Audit Committee also serves as our Qualified Legal Compliance Committee.
(2) The Committee chairperson. When Mr. Heisler's term expires on February 23, 2017, Mr. Ozan will be appointed chairperson of the Directors Risk Committee.
(3) Mr. Mulligan also serves as our “audit committee financial expert.”
Audit Committee
The Audit Committee consists of Messrs. Mulligan (Chairman), Asher and Cohen. Mr. Stefanik was also a member of the committee until his retirement on July 11, 2016. The Audit Committee is responsible for providing oversight relating to our financial statements and financial reporting process, systems of internal accounting and financial controls, internal audit function, annual independent audit and the compliance and ethics programs established by management and the Board of Directors. The Audit Committee also serves as our Qualified Legal Compliance Committee. Each member of the Audit Committee is independent under the NASDAQ listing rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended. The Board of Directors has determined that Mr. Mulligan is an “audit committee financial expert” as that term is defined by the rules and regulations of the Securities and Exchange Commission. The Audit Committee met four times during the fiscal year ended September 30, 2016.
A current copy of the Audit Committee’s charter is available on the Company’s website, www.thirdfederal.com, under “Investor Relations” and a written copy is available to stockholders upon written request to the Company, to the attention of Investor Relations, at 7007 Broadway Avenue, Cleveland, Ohio 44105.
Compensation Committee
The members of the Compensation Committee of the Board of Directors (the “Committee”) are Messrs. Fiala (Chairman), Mulligan and Ringenbach. Mr. Asher was a member of the committee through December 2015 and attended three meetings in fiscal year 2016.
Each member of the Compensation Committee is independent under the NASDAQ listing rules. All three members of the Committee served on the Committee throughout the fiscal year ended September 30, 2016, during which the Committee held seven meetings.
The Committee is responsible for assisting the Board of Directors in the following areas:
Reviewing and approving the goals and objectives relevant to the compensation of the Chief Executive Officer and the Company’s other executive officers and ensuring those goals are aligned with the Company’s short- and long-term objectives;
Reviewing, at least annually, the structure of and compensation opportunities available under the Company’s executive and associate compensation plans in light of the Company’s goals and objectives;
Evaluating the risks arising from the Company’s compensation policies and practices to determine whether they are reasonably likely to have a material adverse effect on the Company;

8



Reviewing and approving salary, annual and long-term incentive compensation targets, performance objectives and payments for the executive officers of the Company;
Evaluating, at least annually, the performance of the executive officers in light of the Company’s strategic plan and the goals and objectives of the Company’s executive compensation plans and establishing future compensation levels based upon this evaluation;
Reviewing and approving grants and awards to the executive officers and other participants under equity-based compensation plans, based on achievement of pre-determined goals and objectives;
Reviewing and approving compensation for members of the Board of Directors and any of its committees; and
Reviewing and approving any employment agreement or severance agreement to be made with any existing or prospective executive officer of the Company.
The Committee engages an independent compensation consultant to assist in the design of the Company’s compensation program and the review of its effectiveness.
A copy of the Committee’s charter is available on the Company’s website, www.thirdfederal.com, under “Investor Relations” and a written copy is available to stockholders upon written request to the Company, to the attention of Investor Relations, at 7007 Broadway Avenue, Cleveland, Ohio 44105.
Directors Risk Committee
As of September 30, 2016, the Directors Risk Committee consisted of Messrs. Heisler (Chairman), Ozan and Stefanski III. Effective on the day of the annual meeting of stockholders, the Directors Risk Committee will consist of Messrs. Ozan and Stefanski III. The Directors Risk Committee is responsible for providing oversight and monitoring relating to our risk management practices, procedures and tolerances. The Directors Risk Committee held four meetings during the fiscal year ended September 30, 2016.
A copy of the committee’s charter is available on the Company’s website, www.thirdfederal.com, under “Investor Relations” and a written copy is available to stockholders upon written request to the Company, to the attention of Investor Relations, at 7007 Broadway Avenue, Cleveland, Ohio 44105.
Executive Committee
The Executive Committee, which currently consists of Messrs. Stefanski (Chairman), Mulligan and Ringenbach, possesses the power of the Board of Directors during intervals between meetings of the Board of Directors in order to address various items, including approval of various policies and guidelines and significant agreements and contracts. The Executive Committee does not possess the power to fill vacancies on the Board of Directors or any Board of Directors committees. The Executive Committee held twelve meetings during the fiscal year ended September 30, 2016.
Nominating Committee
The Board of Directors has determined that the Company is a “controlled company,” as defined in the NASDAQ corporate governance rules, because Third Federal Savings and Loan Association of Cleveland, MHC currently owns more than 50% of our common stock. Therefore, the full Board of Directors acts as our nominating committee and does not have a separate nominating committee charter. The Board of Directors met once in this capacity during the fiscal year ended September 30, 2016. In that capacity, the Board of Directors recommended a slate of nominees for election by stockholders at the Company’s 2017 annual meeting of stockholders.
As set forth in our Policy and Procedures for Stockholder Recommendations for Director Candidates (the “Policy”), the Board of Directors will consider suggestions forwarded by stockholders to the Secretary of the Company concerning qualified candidates for election as directors. To recommend a prospective nominee for the Board of Directors’ consideration, a stockholder may submit the candidate’s name, qualifications and other pertinent information required by the Policy to the Company’s Secretary at the following address: 7007 Broadway Avenue, Cleveland, Ohio 44105. To be timely, the submission must be received by the Secretary at least 150 days prior to the anniversary date of the proxy statement relating to the preceding year’s annual meeting of stockholders.
Under our bylaws, no nomination for director, except one made by the Board of Directors, will be voted upon unless the nomination is made in writing and delivered to the Company’s Secretary at least 30 days prior to the date of the annual meeting. Upon delivery, a nomination will be posted in a conspicuous place in each office of the Company. Ballots bearing the

9



names of all persons nominated by the Board of Directors and by stockholders will be provided for use at the annual meeting. If the Board of Directors fails or refuses to act in regard to nominations for directors at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any holder of shares of common stock entitled to vote, and will be voted upon.
The Board of Directors has recommended for election each of the nominees identified in “Proposal One: Election of Directors” on page 4.
A current copy of the Policy is available on the Company’s website, www.thirdfederal.com, under “Investor Relations” and a written copy is available to stockholders upon written request to the Company, to the attention of Investor Relations, at 7007 Broadway Avenue, Cleveland, Ohio 44105.

The Board of Directors has not established specific minimum qualifications that a candidate must have in order to be recommended for election to the Board of Directors. However, in determining qualifications for new directors, the Board of Directors will consider a potential director’s qualification as independent under the NASDAQ listing rules, as well as his or her age, skill and experience in the context of the needs of the Board of Directors. While the Board of Directors does not have a specific policy with regard to its consideration of diversity of its members, diversity is one of many factors taken into account when considering potential candidates to serve on the Board of Directors.
When evaluating a candidate, the Board of Directors considers those attributes most likely to serve the interests of the Company and its stockholders. Those characteristics among members of the Board of Directors will ideally reflect a balance of professional and personal backgrounds that contribute to the Board of Directors’ performance of its functions in the highly competitive and closely regulated industry in which the Company operates. If the Board of Directors believes that a potential candidate may be an appropriate nominee to the Board, the Board will seek to learn more about the candidate’s qualifications, background and interest in serving on the Board, and the candidate has the opportunity to learn more about the Company, the Board of Directors and its governance practices.
Code of Conduct and Code of Ethics
The Company has adopted policies governing the activities of both the Company and Third Federal Savings and Loan, including a code of conduct and a code of ethics for senior financial officers. The code of conduct applies to all associates and directors, and addresses conflicts of interest, the treatment of confidential information, general associate conduct and compliance with applicable laws, rules and regulations. The code of ethics for senior financial officers applies to the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer, and addresses adherence to standards of integrity and professionalism when conducting and reporting the Company’s financial affairs. In addition, the codes are designed to deter wrongdoing and to promote honest and ethical conduct, full and accurate disclosure and compliance with all applicable laws, rules and regulations. The codes are posted on the Company’s website, www.thirdfederal.com, under “Investor Relations.” Any waiver of any provision of either code granted to an executive officer or director may be made only by the Board of Directors. There were no waivers granted during fiscal year 2016.

10




REPORT OF THE AUDIT COMMITTEE.
The Audit Committee reviews the Company’s financial reporting practices on behalf of the Board of Directors. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The Company’s independent accountant is responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States of America.
The Audit Committee has:
Reviewed and discussed with management the audited financial statements of the Company contained in its Annual Report on Form 10-K for the fiscal year ended September 30, 2016;
Discussed with the Company’s independent accountant the matters required to be discussed by Auditing Standard No. 16 (Communications with Audit Committees); and
Received the written disclosures and the letter from the Company’s independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended September 30, 2016, be included in the Company’s Annual Report on
Form 10-K, filed with the Securities and Exchange Commission (the “SEC”).
Audit Committee
William C. Mulligan, Chairman
Anthony J. Asher
Martin J. Cohen


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EXECUTIVE COMPENSATION
Executive Summary
The Company continued to experience positive trends in many of its loan performance measures during fiscal year 2016, including continued increased levels of recoveries of previously charged off loans, resulting in a negative loan loss provision of $8.0 million for the year. Fiscal year 2015 had a negative loan loss provision of $3.0 million. For fiscal year 2016, the Company's net income was $80.6 million, which is an increase of $8.0 million from the net income in fiscal year 2015. This increase is largely the result of the improvement in the provision for loan losses, combined with a decrease in non-interest expenses. The Company also increased its dividend in the quarter ended September 30, 2016 and continued its stock repurchase program.
The Company continues to review and refine, as necessary, its compensation plans and programs in an effort to enable those plans and programs to support the achievement of the Company’s strategic goals and link the payouts made to executive officers with the Company’s financial performance. Among other positive practices the Company has adopted, the Company:
Awards any annual performance-based cash bonus based on the Company’s net income (subject to certain adjustments), a key metric of Company performance and indicator of stockholder return;
Undertakes a risk assessment analysis in determining the annual performance-based cash bonus, which allows for downward adjustment of the bonus pool available to named executive officers; and
Does not maintain employment or severance agreements with any of the named executive officers.
Compensation Discussion and Analysis
Overview
The following discussion and analysis should be read in conjunction with the information presented in the compensation and award tables, the footnotes to those tables and the related disclosures appearing later in this proxy statement. The tables and related disclosures contain specific information about the compensation earned or paid during the fiscal year ended September 30, 2016. The Committee engages an independent compensation consultant, Exequity LLP (the “Compensation Consultant”), to advise it on the Company’s compensation programs. The Committee has reviewed the independence of the Compensation Consultant and does not believe that the services provided by the Compensation Consultant raise any conflicts of interest.
The tables and related disclosures that follow cover the following individuals, whom we refer to as our named executive officers:
Marc A. Stefanski, Chairman of the Board, President and Chief Executive Officer;
David S. Huffman, Chief Financial Officer and Secretary;
 
Meredith S. Weil, Vice President of the Company and Chief Operating Officer, Third Federal Savings and Loan;

Cathy W. Zbanek, Vice President of the Company and Chief Marketing & Human Resources Officer, Third Federal Savings and Loan; and

Paul J. Huml, Chief Operating Officer and Chief Accounting Officer.
Each of the named executive officers is an officer of the Company and is employed by Third Federal Savings and Loan as of the end of the fiscal year 2016. Of the total compensation paid to each named executive officer, a portion of such compensation is allocated as being paid by the Company while the remainder is allocated as being paid by Third Federal Savings and Loan. All discussion of compensation paid to the named executive officers refers to the combined amount of compensation paid by the Company and Third Federal Savings and Loan.
The compensation and benefits payable to the Company’s directors and executive officers are established by or under the supervision of the Committee. During the fiscal year ended September 30, 2016, the Committee consisted of three members, Robert A. Fiala (Chairman), William C. Mulligan and John P. Ringenbach, each of whom is an independent director within the

12



meaning of the NASDAQ listing rules, a disinterested director within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and, with the exception of Mr. Ringenbach, a “non-employee director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). As a former officer of the Company, Mr. Ringenbach does not meet the definition of a "non-employee" director within the Code and does not vote on actions affecting the tax deductibility of compensation.
The purposes of the Committee, among others, are to discharge the Board of Directors’ responsibilities relating to compensation of the Company’s directors and executive officers and to approve and evaluate the director and executive officer compensation plans, policies and programs of the Company. The Committee’s charter provides that the Committee will generally meet quarterly or as needed. During fiscal year 2016, the Committee held seven meetings. The agenda for each meeting is established by the Chairman of the Committee. The Committee frequently invites members of senior management and outside advisors, as necessary, to report on matters of interest to the Committee and to participate as requested in its deliberations. In addition, the Committee meets in executive session without management as needed.
Compensation Philosophy and Objectives
In making decisions with respect to compensation for our named executive officers and other executives, the Committee is guided by the following philosophies and objectives:
We must attract, retain and motivate superior associates, including executives, for our flat business structure to be effective. Our flat business structure is intended to provide a framework for effective and prompt decision making, associate job satisfaction, the sharing of resources and the ability to respond quickly to changes in the marketplace.
Our compensation program should be competitive and comprehensive, consist of base salary, annual incentives, long-term incentives and benefits, and support our operating strategy of emphasizing teamwork and personal and professional enhancement through efficiency and cross-training our associates throughout the Company.
Our compensation program should motivate and reward our executives for sustained performance through the use of performance-based cash and equity compensation tied to short and long-term goals designed to facilitate the achievement of the Company’s business objectives and the enhancement of stockholder value.
Our compensation program should be designed to eliminate any incentive for our executive officers to cause the Company to take undue risk.
Compensation Setting Process
We manage our business with a long-term view. Considerations that we evaluate carefully in our effort to design a compensation program that is in the best interests of the Company and its stockholders include, without limitation, 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 2016, 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 $4 billion to $23 billion. (The Company’s assets at September 30, 2016 were $12.9 billion.) The companies included in the comparator group for fiscal year 2016 were as follows:

13




Ÿ Astoria Financial Corporation
Ÿ IBERIABANK Corporation
Ÿ BancorpSouth, Inc.
Ÿ International Bancshares Corporation
Ÿ Bank of Hawaii Corporation
Ÿ Investors Bancorp, Inc.
Ÿ BankUnited, Inc.
Ÿ Nationstar Mortgage Holdings, Inc.
Ÿ Beneficial Bancorp Inc.
Ÿ Northwest Bancshares Inc.
Ÿ Brookline Bancorp, Inc.
Ÿ PrivateBancorp, Inc.
Ÿ Capitol Federal Financial, Inc.
Ÿ Provident Financial Services, Inc.
Ÿ Cathay General Bancorp
Ÿ TCF Financial Corporation
Ÿ EverBank Financial Corp.
Ÿ UMB Financial Corporation
Ÿ First BanCorp
Ÿ Umpqua Holdings Corporation
Ÿ Flagstar Bancorp Inc.
Ÿ Valley National Bancorp
Ÿ Fulton Financial Corporation
Ÿ Washington Federal, Inc.
Ÿ Hancock Holding Company
Ÿ Wintrust Financial Corp.
In order to obtain more robust competitive information and relevant data, the Committee also reviewed pay information for a subset of the comparator group comprised of those companies with an asset size between $10 billion and $23 billion. The review did not reflect any significant changes to median compensation, and thus supported the findings of a larger comparator group.
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 groups 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 and stock options granted in fiscal 2016 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 compensation for the Company’s executive officers, including the named executive officers, during fiscal year 2016 was allocated to annual performance-based cash bonus 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 Chairman 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.

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Elements of Compensation
The following elements were included in our compensation program for named executive officers during fiscal year 2016:
 
 
 
 
 
 
Element of Compensation
 
Description
 
Key Objectives Promoted
 
Annual Compensation
 
 
 
 
Ÿ 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.
 
 
 
 
 
Ÿ 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
 
 
 
 
Ÿ 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.
 
 
 
 
 
Ÿ 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.
 
 
 
 
 

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Element of Compensation
 
Description
 
Key Objectives Promoted
Other Compensation Elements
 
 
 
 
Ÿ Third Federal Savings 401(k) Plan
 
 
A 401(k) retirement savings plan that enables associates to defer up to 75% of their compensation with a Company matching contribution of up to 4% of an associate’s contributions. The 401(k) Plan also provides profit sharing contributions as determined by the Board, but no profit sharing contributions were made in fiscal year 2016. The Company also may make discretionary contributions, as determined by the Board, to the 401(k) Plan on behalf of eligible associates. In fiscal year 2016, the Company made discretionary contributions to the 401(k) Plan equal to 2.5% of each eligible associate’s base salary.
 
Designed to be market-competitive and enable the Company to attract and retain talented associates.
 
 
 
 
 
Ÿ Benefit Equalization Plan
 
A retirement savings plan that enables executives to defer a portion of their cash compensation and provides Company matches and profit sharing contributions that would have been payable under the 401(k) Plan, but for certain limits established by law.
 
Designed to enable the Company to attract and retain talented executives.
 
 
 
 
 
Ÿ Associate Stock Ownership Plan
 
A plan that awards our associates shares of common stock of the Company. Pursuant to the plan, every eligible associate, including each executive, receives an equal number of shares of common stock on an annual basis.
 
Designed to help align associates’ interests with those of the Company’s stockholders.
 
 
 
 
 
Ÿ Other Benefits
 
Health, life and disability insurance benefits.
 
Designed to be market-competitive and enable the Company to attract and retain talented associates.
 
 
 
 
 
Ÿ Perquisites
 
Personal benefits provided to executives, such as financial, retirement and estate planning programs, payment of membership fees, home security and a company car program.
 
Designed to be market competitive and to facilitate executive’s attention to the Company’s business.
 

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Base Salary.  The Company defines base salary as a “fixed” rate of pay that associates, including the named executive officers, receive in exchange for sustained performance of job duties and responsibilities over time. Base salary is intended to enable the Company to attract and retain the highest quality professionals in their fields. The Company reviews the base salary of its executive officers annually. In the first quarter of fiscal year 2016, the Compensation Committee, with advice from the Compensation Consultant and Mr. Stefanski, adjusted the base salaries of David S. Huffman, Meredith S. Weil, Cathy W. Zbanek and Paul J. Huml. The amount of the increases was based on the Committee's analysis of the aggregate salaries of the executive officers as compared to the market. In addition, Ms. Weil's salary has not been adjusted since 2012 and Mr. Stefanski's salary has not been adjusted since 2009. The base salary for each named executive officer is as set forth below:
 
Named Executive Officer
 
2015 Salary
 
2016 Salary
 
Percentage Increase in Salary
Marc A. Stefanski
 
$
1,080,000

 
$
1,080,000

 
0%
David S. Huffman
 
$
425,001

 
$
467,501

 
10%
Meredith S. Weil
 
$
450,000

 
$
495,000

 
10%
Cathy W. Zbanek
 
$
380,001

 
$
418,001

 
10%
Paul J. Huml
 
$
300,001

 
$
330,001

 
10%
Annual Performance-based Cash Bonuses for Named Executive Officers.  Under the Company’s Management Incentive Compensation Plan, the named executive officers listed in the table above were eligible to receive annual performance-based cash bonuses in fiscal year 2016. The potential bonuses under this plan for fiscal year 2016 are correlated directly to the net income of the Company during the applicable annual period, subject to certain adjustments. This plan is intended to provide an incentive based on performance and payout amounts that are competitive with the market.
For fiscal year 2016, the bonuses under the Management Incentive Compensation Plan were based primarily upon objective criteria. This plan was structured to satisfy the requirements for the “performance-based compensation” exception to the $1,000,000 limitation on deductibility of compensation under Section 162(m) of the Code.
Under this plan for fiscal year 2016, net income may be adjusted to eliminate the effect, positive or negative, of (i) unexpected events outside the control of the named executive officers relating to taxes, regulatory assessments and pension or medical coverage charges, sales of loans and discharges through bankruptcy proceedings of borrowers’ obligations under performing loans and (ii) changes in accounting principles. In determining net income for purposes of establishing the incentive pool, the budgeted amount for the foregoing items will be used where there is a variance of more than $1 million (on an after-tax basis). Additional information regarding the adjustments made to net income for bonus purposes for fiscal year 2016 is included in the table on page 19.

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For 2016, the Company established a target “incentive pool” of $3,546,503. That target was calculated using a formula equal to the sum of 170% of Mr. Stefanski's base salary plus 100% of the other named executive officers' collective base salaries. Adjusted net income targets are determined based upon the Company’s budget for the upcoming year. For fiscal year 2016, the actual incentive pool was calculated based on how the amount of adjusted net income of the Company compared to the Company's budget. Subject to the Committee's discretion to reduce the amount payable after evaluating risk factors discussed later in this section, the actual incentive pool was:
Adjusted Net Income as a % of Budgeted Net Income
 
Percentage of Target Incentive Pool
Below 20% of budget
 
0%
Between 20% and 110% of budget (1)
 
20% to 110% (1)
Greater than 110% of budget
 
110%
(1) Performance between thresholds was interpolated.
The Committee determined that for fiscal year 2016, the incentive pool would be distributed to the named executive officers with the following percentages:
 
Named Executive Officer
 
Percentage of Incentive Pool
Marc A. Stefanski
 
51.77%
David S. Huffman
 
13.18%
Meredith S. Weil
 
13.96%
Cathy W. Zbanek
 
11.79%
Paul J. Huml
 
9.30%
The percentage of the incentive pool allocated to each participant was based on the Committee’s judgment in reviewing market data for the executive 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 170% 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 68% of base salary.
The maximum bonus that could be paid to Mr. Stefanski for fiscal year 2016 was $2,019,600 and the maximum bonus that could be paid to each other named executive officer for fiscal year 2016 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’s 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 2016, 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 2016.

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Adjusted net income for fiscal year 2016 was approximately $78.0 million and budgeted net income was $62.0 million, which resulted in an incentive pool of $3,901,153 for fiscal year 2016. The following table provides a detailed reconciliation from reported to adjusted net income for fiscal year 2016:
 
 
 
For fiscal year ended
September 30, 2016
 
 
(dollars in thousands)
Description
 
Income Before Income Taxes
 
Income Taxes
 
Net Income
Amounts reported in the audited financial statements
 
$
122,363

 
$
41,810

 
$
80,553

 
 
 
 
 
 
 
The net impact of excluding gains on the sale of loans, as offset by increased mortgage servicing rights amortization
 
(3,981
)
 
(1,393
)
 
(2,588
)
 
 
 

 
 

 
 

Adjusted amounts used to compute incentive pool
 
$
118,382

 
$
40,417

 
$
77,965

 
 
 
 
 
 
 
In assessing the performance of executive officers other than Mr. Stefanski, the Committee requested and received advisory input from Mr. Stefanski.
The total dollar amount of bonuses approved for the named executive officers for fiscal year 2016 was as follows:
 
 
 
Actual
 
Target
 
Bonus as a
Named Executive Officer
 
 
Bonus
 
 
Bonus 
 
 
Percentage of Target
Marc A. Stefanski
 
$
2,019,600

 
$
1,836,000

 
110%
David S. Huffman
 
$
514,251

 
$
495,000

 
110%
Meredith S. Weil
 
$
544,500

 
$
467,501

 
110%
Cathy W. Zbanek
 
$
459,801

 
$
418,001

 
110%
Paul J. Huml
 
$
363,001

 
$
330,001

 
110%

Long-Term Incentives.  In fiscal year 2016, the Committee, with advice from the Compensation Consultant, awarded equity grants to each named executive officer under the TFS Financial Corporation 2008 Equity Incentive Plan (the “2008 Equity Incentive Plan”). The objectives of equity grants under the 2008 Equity Incentive 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.
Grants under the long-term incentive program have been predominantly performance-oriented with approximately two-thirds of the grant value in the form of stock options and one-third of the grant value in the form of restricted stock units.

19



Stock Options.  Stock options link compensation to stock price appreciation and support our growth objectives. In order to support retention and reward executives for stock performance over a longer horizon, annual option grants generally vest 33 1/3% annually over a three year period starting on the first anniversary of their grant, and remain exercisable until the tenth anniversary of their grant. Other than a May 28, 2015 award which has no accelerated vesting provision, the award agreements for stock options granted under the 2008 Equity Incentive 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. Huffman became eligible to retire on June 25, 2014 and Mr. Stefanski became eligible to retire on April 23, 2016.
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 a three year period starting on the first anniversary of their grant. Grants made in fiscal year 2012 and subsequent years are distributed to grantees upon their vesting. Other than a May 28, 2015 award which has no accelerated vesting provision, the award agreements for restricted stock units granted under the 2008 Equity Incentive 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. Huffman became eligible to retire on June 25, 2014 and Mr. Stefanski became eligible to retire on April 23, 2016.
After consideration of the elements described above, on December 15, 2015, the Committee granted equity awards to the named executive officers for fiscal year 2016 that were consistent in mix between options and restricted stock units with the most recent annual award in fiscal year 2015. The size (as measured by their grant date fair value) of the grants to the named executive officers other than Mr. Stefanski reflects the desire to continue to better align the interests of these executives with shareholders. In light of Mr. Stefanski's existing awards, his current award was adjusted to shift a portion of his incentive compensation to the annual incentive plan. These annual awards had an economic value equal to $1,023,653 for Mr. Stefanski, and $256,953 for all other named executive officers.
The Committee made the following annual grants to the named executive officers on December 15, 2015.
 
Named Executive Officer
 
Number of Stock Options
 
Stock Option Exercise Price
 
Number of Restricted Stock Units
Marc A. Stefanski
 
196,700
 
$19.06
 
17,800
David S. Huffman
 
49,200
 
$19.06
 
4,500
Meredith S. Weil
 
49,200
 
$19.06
 
4,500
Cathy W. Zbanek
 
49,200
 
$19.06
 
4,500
Paul J. Huml
 
49,200
 
$19.06
 
4,500

Additional information with respect to the grants to each named executive officer is included in the “Grants of Plan-Based Awards for Fiscal Year 2016” table on page 26.
Stock Option Granting Practices.  The exercise price for stock options granted to named executive officers in 2016 was equal to the fair market value of a share of our common stock on the date of grant, which was the closing price of our common stock on NASDAQ on the date of the Compensation Committee meeting at which a particular award was approved.
Retirement Benefits.  The primary retirement benefits for each of the Company’s executive officers, including the named executive officers, are the 401(k) Plan, the ASOP and the Third Federal Savings and Loan Association MHC and Subsidiaries Benefit Equalization Plan (the “Benefit Equalization Plan”). The Committee believes that these retirement plans provide financial security that promotes retention. Additional information with respect to the Company’s contributions on behalf of the named executive officers under these retirement plans is included in the “Summary Compensation Table” on page 24.
 
401(k) Plan.  Third Federal Savings and Loan maintains a 401(k) Plan, which enables associates, including each of the named executive officers, to defer up to 75% of their compensation. In addition to each associate’s contributions to the 401(k) Plan, the 401(k) Plan provides for the following contributions by Third Federal Savings and Loan on behalf of each eligible associate: (i) a matching contribution of up to 4% of each associate’s contribution to the 401(k) Plan (the “Tier I Contribution”); (ii) a discretionary profit-sharing contribution (the “Tier II Contribution”); and (iii) a discretionary contribution

20



determined by the Board (the “Tier III Contribution”). In fiscal year 2016, Third Federal Savings and Loan made on behalf of each eligible associate a matching Tier I Contribution and a Tier III Contribution equal to 2.5% of the eligible associate’s base salary. Third Federal Savings and Loan did not make a Tier II Contribution to the 401(k) Plan in fiscal year 2016.
Benefit Equalization Plan.  Third Federal Savings and Loan maintains the Benefit Equalization Plan for the purpose of providing benefits to certain executive officers, including each of the named executive officers, that would have been available under the 401(k) Plan but for the limitations under Sections 401(a)(17), 402(g) and 415 of the Code. The named executive officers are the only participants in the Benefit Equalization Plan. Under this plan, a participant may elect to defer up to 15% of his or her compensation, reduced by the maximum amount of compensation that the participant may defer for the current plan year under the terms of the 401(k) Plan. A participant under the plan is eligible to receive a matching contribution with respect to his or her elective deferrals and a profit-sharing contribution in an amount equal to the amount he or she would have received under the 401(k) Plan but for the compensation limits, reduced by the profit-sharing contribution allocated to the participant under the 401(k) Plan for such year. A participant is always 100% vested in his or her account under the plan. A participant may elect to receive his or her distribution of benefits in a lump sum or in 10 annual installments.
The Board of Directors may offer investment options among which a participant may select for the purpose of determining the earnings to be credited to the participant’s account. If the Board of Directors does not offer investment options or the participant does not elect to participate in the investment options, the participant’s account will be credited at the end of each calendar quarter with earnings at the rate of 10-year Treasury bonds (determined for each calendar year by using the rate on January 1 of that year). The Benefit Equalization Plan, which operates on a calendar year basis, credited a rate of 2.24% for the calendar year ended December 31, 2016.
The participant’s account balance will be distributed to the participant (or the participant’s beneficiary), in the form elected by the participant, following the participant’s death, disability, normal retirement or other separation of service. If the participant does not elect a form of payment, payment will be made in a lump sum. At the request of a participant who has an unforeseeable emergency, the Board of Directors may, in its discretion, distribute all or a portion of the participant’s account. Third Federal Savings and Loan may establish rabbi trusts to provide a source of payment of obligations under the plan, although it has not elected to do so.
Additional information with respect to each named executive officer’s participation in the Benefit Equalization Plan is included under “Non-Qualified Deferred Compensation” on page 30.
Other Benefits.  Third Federal Savings and Loan sponsors medical and dental insurance plans for its associates, as well as short-term and long-term disability plans and life, accidental death and dismemberment insurance policies. The named executive officers participate in these plans. In addition, Third Federal Savings and Loan provides the following benefits:
Executive Life Insurance Bonus Program.  Third Federal Savings and Loan has established an Executive Life Insurance Bonus Program for Mr. Stefanski, under which he has acquired an insurance policy on his life and has transferred the policy to a life insurance trust. Currently, all scheduled premiums under the policy have been paid. The death benefits under Mr. Stefanski’s insurance policy are $6.0 million. Insurance policies providing an additional $5.5 million of death benefits on Mr. Stefanski's life were acquired by his trust during 2016. The amount of insurance premiums paid by the Company with respect to these policies is included under “All Other Compensation” in the “Summary Compensation Table” on page 24.
Executive Disability Insurance Bonus Program.  Third Federal Savings and Loan has established an Executive Disability Insurance Bonus Program for Mr. Stefanski, under which he has acquired an individual disability policy and Third Federal Savings and Loan pays an amount to Mr. Stefanski annually sufficient to pay the premiums on the policy.

Financial, Retirement and Estate Planning Program.  Third Federal Savings and Loan sponsors the Financial, Retirement and Estate Planning Program for certain of its executive officers, including the named executive officers. Individuals designated by the Board of Directors are eligible to participate in the program during the year in which they are designated and during the two succeeding years. During 2015, each of the named executive officers was designated by the Board of Directors to participate in the program, and Mr. Stefanski, Ms. Weil and Ms. Zbanek currently participate. Under the program, a participant (or in certain circumstances, his or her surviving spouse) may consult with a financial planning adviser, investment adviser or legal adviser, each of whom may perform such services as are reasonably required, and Third Federal Savings and Loan will pay the fees for those services, up to $50,000 in each calendar year. The amount of fees paid by Third Federal Savings and Loan on a fiscal year basis is included under “All Other Compensation” in the “Summary Compensation Table” on page 24.
Company Car Program.  Third Federal Savings and Loan sponsors a company car program under which members of executive management designated by the Chief Executive Officer are provided a new company car and other staff members designated by the Chief Executive Officer receive an assigned company car or have the opportunity to use a company vehicle

21



or receive a gasoline credit card. Mr. Stefanski has been provided with a company car under the program. The company car program also covers the costs of maintenance and operation of company cars and insurance coverage. The value of the benefits provided under this program is included under “All Other Compensation” in the “Summary Compensation Table” on page 24.
Supplemental Executive Split Dollar Life Insurance.  Third Federal Savings and Loan maintains supplemental life insurance coverage for certain of the named executive officers through an endorsement split dollar life insurance program. Messrs. Stefanski and Huffman participate in this program. Third Federal Savings and Loan owns each of the policies and endorses a portion of the death benefit to the beneficiaries designated by the executive. These arrangements do not provide a death benefit postretirement. Supplemental life insurance death benefit amounts are determined according to the ranges of salary and bonus compensation of the executives and are: $4.7 million for Mr. Stefanski and $2.0 million for Mr. Huffman. No other executive currently participates in the endorsement split dollar program. The amount of insurance premiums paid with respect to these policies is included under “All Other Compensation” in the “Summary Compensation Table” on page 24.
Retirement Plan.  On December 31, 2002, Third Federal Savings and Loan closed the Third Federal Savings Retirement Plan (the “Retirement Plan”), a defined benefit retirement plan in which each of the named executive officers participated. On December 31, 2011, the plan was amended to freeze future benefit accruals. Beginning on January 1, 2012, associates no longer accrued service credit benefits under the Retirement Plan and were eligible to receive, at the Board’s discretion, additional Company contributions under Tier III of the 401(k) Plan. Upon retirement, a participant will receive a monthly payment based upon the participant’s average annual compensation and years of credited service over the longer of the participant’s lifetime or ten years from retirement, and, in the event of the participant’s death before ten years from retirement, payment to the participant’s beneficiary for the remainder of the ten-year term. Additional information with respect to each named executive officer’s participation in the Retirement Plan is included under “Pension Benefits” on page 29.
Executive Retirement Benefit Plan.  Prior to October 1, 2008, the Company credited amounts to accounts of participants in the Third Federal Savings and Loan Association MHC and Subsidiaries Executive Retirement Benefit Plan (the “Executive Retirement Benefit Plan”) at the end of each quarter. Effective October 1, 2008, the Company stopped making quarterly contributions to accounts under the Executive Retirement Benefit Plan. Account balances under the Executive Retirement Benefit Plan continue to be deferred. The Board of Directors may offer investment options among which a participant may select for the purpose of determining the earnings to be credited to the participant’s account. If the Board of Directors does not offer investment options or the participant does not elect to participate in the investment options, the participant’s account at the end of each calendar quarter will be credited with earnings at the rate of 10-year Treasury bonds (determined for each calendar year by using the rate on January 1 of that year). The Executive Retirement Benefit Plan, which operates on a calendar year basis, credited a rate of 2.24% for the calendar year ended December 31, 2016.
Messrs. Stefanski and Huffman are participants in this plan, and each is vested in his account. The participant’s account balance will be distributed to the participant (or the participant’s beneficiary) in the form elected by the participant following separation from service, including because of death, disability, or normal retirement. If the participant does not elect a form of payment, payment will be made in a lump sum distribution. Third Federal Savings and Loan may, in its discretion, establish rabbi trusts to provide a source of payment of obligations under the plan, although it has not elected to do so.
Additional information with respect to each named executive officer’s participation in the Executive Retirement Benefit Plan is included under “Non-Qualified Deferred Compensation” on page 30.
Employment Agreements and Severance Policy
The Company is not party to an employment agreement 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 provides 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 31.
Deductibility of Compensation
The Committee considers Section 162(m) of the Code, which provides certain criteria for the tax deductibility of compensation in excess of $1.0 million paid to the Company’s named executive officers, in determining compensation of the named executive officers. It is the Committee’s intent to maximize deductibility of executive compensation while retaining the discretion needed to compensate executive officers in a manner commensurate with performance and retention. The Company believes that all compensation paid to named executive officers other than Mr. Stefanski during fiscal year 2016 was fully deductible. A portion of Mr. Stefanski’s salary, insurance-related bonus and restricted stock units distributed to Mr. Stefanski during fiscal year 2016 as well as amounts paid by the Company for life insurance, financial planning and other perquisites were not deductible. The Company expects that a portion of Mr. Stefanski’s compensation for fiscal year 2017 will not be deductible.

22



Stock Ownership Guidelines
While certain of the Company’s executive officers, including the named executive officers, invested a significant amount of money in the Company’s shares during its initial public offering and have acquired shares on the open market, through the 401(k) Plan and through awards made under the 2008 Equity Incentive Plan since the public offering, the Company does not have specific guidelines regarding stock ownership for its executive officers. The Committee believes that shares acquired by the executive officers, outstanding stock option and restricted stock unit awards, as well as recent equity grants, currently align the interests of our executive officers appropriately with the interests of our stockholders. In addition, previous restricted stock units of 762,148, 41,405 and 3,600 awarded to Messrs. Stefanski and Huffman and Ms. Weil, respectively, will not be distributed to them until they are no longer employed by the Company.

23



Summary Compensation Table
The following table summarizes the compensation earned during fiscal years 2016, 2015 and 2014 by the Chief Executive Officer, the Chief Financial Officer and each of the Company’s other three highest-paid executive officers as of September 30, 2016. Additional information concerning compensation is included under “Compensation Discussion and Analysis.”
Summary Compensation Table
 
Name
 
Year
 
Salary
($)(1)
 
Bonus ($)(2)
 
Stock Awards
($)(3)
 
Option Awards
($)(4)
 
Non-Equity Incentive Plan Compensation ($)(5)
 
Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(6)
 
All Other Compensation ($)(7)
 
Total
($)
Marc A. Stefanski,
 
2016
 
1,080,000

 

 
339,268

 
684,385

 
2,019,600

 
74,361

 
266,491

 
4,464,105

   President and Chief
 
2015
 
1,080,000

 

 
491,535

 
1,161,739

 
1,454,046

 
49,982

 
117,948

 
4,355,250

   Executive Officer
 
2014
 
1,080,000

 

 
484,224

 
972,716

 
1,605,044

 
56,025

 
227,269

 
4,425,278

 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
David S. Huffman,
 
2016
 
456,059

 

 
85,770

 
171,183

 
514,251

 
36,861

 
57,791

 
1,321,915

   Chief Financial Officer
 
2015
 
419,232

 

 
351,129

 
429,974

 
457,773

 
22,237

 
57,396

 
1,737,741

   and Secretary
 
2014
 
400,000

 

 
48,888

 
97,441

 
475,479

 
19,400

 
53,518

 
1,094,726

 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
Meredith S. Weil,
 
2016
 
482,885

 

 
85,770

 
171,183

 
544,500

 
19,149

 
73,034

 
1,376,521

   Chief Operating Officer
 
2015
 
450,000

 

 
351,129

 
429,974

 
484,682

 
6,546

 
60,406

 
1,782,737

 
 
2014
 
450,000

 

 
48,888

 
97,441

 
535,129

 
6,054

 
52,253

 
1,189,765

 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
Cathy W. Zbanek,
 
2016
 
407,770

 

 
85,770

 
171,183

 
459,801

 
6,939

 
70,417

 
1,201,880

   Chief Marketing &
 
2015
 
373,078

 

 
351,129

 
429,974

 
409,273

 
2,076

 
56,060

 
1,621,590

   Human Resource Officer
 
2014
 
319,769

 
100,001

 
48,888

 
97,441

 
416,174

 
1,575

 
24,232

 
1,008,080

 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
Paul J. Huml,
 
2016
 
321,924

 

 
85,770

 
171,183

 
363,001

 
18,995

 
44,817

 
1,005,690

   Chief Accounting Officer
 
2015
 
282,693

 
120,000

 
351,129

 
429,974

 
323,226

 
4,711

 
25,949

 
1,537,682

 
 
2014
 
223,500

 
220,000

 

 

 

 
5,454

 
23,079

 
472,033

 
(1) Amounts reflect the impact of any salary adjustments done during the fiscal year. The amounts reported include amounts deferred under the 401(k) Plan and the Benefits Equalization Plan by Ms. Weil, Ms. Zbanek and Messrs. Stefanski, Huffman and Huml of $50,603, $40,082, $23,873, $49,465 and $38,914, respectively, for the fiscal year ended September 30, 2016, by Ms. Weil, Ms. Zbanek and Messrs. Stefanski, Huffman and Huml of $46,805, $38,385, $23,500, $48,650, and $26,315, respectively, for the fiscal year ended September 30, 2015, by Ms. Weil, Ms. Zbanek and Messrs. Stefanski, Huffman and Huml, of $46,887, $17,500, $23,000, $47,998, and $23,000, respectively, for the fiscal year ended September 30, 2014.
(2) The amounts reported in this column represent discretionary bonuses paid to Ms. Zbanek for the fiscal year ended September 30, 2014 and to Mr. Huml for the fiscal years ended September 30, 2015 and 2014.
(3) The amounts reported in this column reflect the aggregate dollar amount recognized for financial statement purposes for the fiscal years ended September 30, 2016, September 30, 2015 and September 30, 2014, 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, 2016, filed with the SEC on November 23, 2016.
(4) The amounts reported in this column reflect the aggregate grant date fair value of awards pursuant to the 2008 Equity Incentive Plan for the fiscal years ended September 30, 2016, September 30, 2015 and September 30, 2014, 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, 2016, filed with the SEC on November 23, 2016.
(5) Annual performance-based bonuses recognized in fiscal year 2016, 2015 and 2014 if performance objectives were satisfied. Additional information with respect to these bonuses is included under “Compensation Discussion and Analysis” and “Grants of Plan-Based Awards for Fiscal Year 2016.”
(6) 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, 2016, 2015 and 2014, respectively, under the named executive officer’s Executive Retirement Benefit Plan and Benefit Equalization Plan.
(7) The following table lists the various components of compensation paid to the named executive officers and comprising “All Other Compensation” in the Summary Compensation Table above:


24



All Other Compensation
 
Name
 
Year
 
401(k) Plan Company Contributions ($)(1)
 
ASOP Company Contributions ($)
 
Benefit Equalization Plan Company Contribution ($)
 
Supplemental Executive Split Dollar Life Insurance ($)
 
Executive Life Insurance Bonus Program ($)
 
Executive Disability Insurance Bonus Program ($)
 
Perquisites and Other Personal Benefits
($)(2)
 
Total
All Other Compensation ($)
Marc A. Stefanski
 
2016
 
18,343

 
8,473

 

 
7,757

 
148,456

 
2,041

 
81,421

 
266,491

 
2015
 
21,350

 
6,568

 

 
7,158

 

 
2,041

 
80,831

 
117,948

 
2014
 
19,237

 
5,381

 

 
6,856

 
39,000

 
2,041

 
154,754

 
227,269

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David S. Huffman
 
2016
 
19,198

 
8,473

 
25,953

 
4,167

 

 

 

 
57,791

 
2015
 
21,869

 
6,568

 
25,150

 
3,809

 

 

 

 
57,396

 
2014
 
19,408

 
5,381

 
24,998

 
3,731

 

 

 

 
53,518

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Meredith S. Weil
 
2016
 
20,170

 
8,473

 
28,103

 

 

 

 
16,288

 
73,034

 
2015
 
16,538

 
6,568

 
28,805

 

 

 

 
8,495

 
60,406

 
 
2014
 
17,485

 
5,381

 
29,387

 

 

 

 

 
52,253

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cathy W. Zbanek
 
2016
 
21,862

 
8,473

 
22,082

 

 

 

 
18,000

 
70,417

 
 
2015
 
15,606

 
6,568

 
20,386

 

 

 

 
13,500

 
56,060

 
 
2014
 
18,851

 
5,381

 

 

 

 

 

 
24,232

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Paul J. Huml
 
2016
 
20,184

 
8,473

 
16,160

 

 

 

 

 
44,817

 
2015
 
16,066

 
6,568

 
3,315

 

 

 

 

 
25,949

 
2014
 
17,698

 
5,381

 

 

 

 

 

 
23,079

 
(1) The amounts in this column represent the Tier I Contributions and the Tier III Contributions made by the Company to the 401(k) Plan during fiscal year 2016, 2015 and 2014.
(2) The following table lists certain perquisites and other personal benefits paid to the named executive officers and comprising “Perquisites and Other Personal Benefits” in the “All Other Compensation” table above:
 
Name
 
Year
 
Financial Retirement Estate Planning
($)(1)(2)
 
Personal Use of Company Car
($)
 
Home Security
($)
 
Membership Fees
($)
 
Total Perquisites and Other Personal Benefits
($)
Marc A. Stefanski
 
2016
 
55,825

 
11,668

 
5,986

 
7,942

 
81,421

 
 
2015
 
56,860

 
12,368

 
7,643

 
3,960

 
80,831

 
 
2014
 
126,657

 
5,529

 
11,834

 
10,734

 
154,754

Meredith S. Weil
 
2016
 
16,288

 

 

 

 
16,288

 
 
2015
 
8,495

 

 

 

 
8,495

Cathy W. Zbanek
 
2016
 
18,000

 

 

 


 
18,000

 
 
2015
 
13,500

 

 

 

 
13,500

 
(1) Reflects payments made during the respective fiscal year. The plan operates on a calendar year basis.
(2) $86,227 was paid in 2014 to compensate Mr. Stefanski for benefits owed from years 2005-2013 that had not been paid.










25



The following table summarizes plan-based awards granted during fiscal year 2016:
Grants of Plan-Based Awards for Fiscal Year 2016
 
Name
 
Grant Date
 
 
Estimated Future Payouts
Under Non-Equity Incentive
Plan Award(1)
 
 
 
Estimated Future Payouts
Under Equity Incentive Plan
Awards
 
 
All Other Stock Awards: Number of Shares of Stock or Units
(2)(#)
 
All Other Option Awards: Number of Securities Underlying Options
(3)(#)
 
Exercise or Base Price of Option Awards(4)($/Sh)
 
Grant Date Fair Value of Stock and Option Awards
(5) ($)
 
Threshold ($)
 
Target ($)
 
Maximum ($)
 
Threshold (#)
 
Target (#)
 
Maximum (#)
 
Marc A. Stefanski
 
9/30/2016
 
 
1,836,000
 
2,019,600

 
 
 
 
 
 
 
 
12/15/2015
 
 
 

 
 
 
 
 
196,700

 
19.06

 
684,385

 
12/15/2015
 
 
 
 
 
 
 
17,800

 
 
 
339,268

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David S. Huffman
 
9/30/2016
 
 
467,501
 
514,251

 
 
 
 
 
 
 
 
12/15/2015
 
 
 

 
 
 
 
 
49,200

 
19.06

 
171,183

 
12/15/2015
 
 
 
 
 
 
 
4,500

 
 
 
85,770

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Meredith S. Weil
 
9/30/2016
 
 
495,000
 
544,500

 
 
 
 
 
 
 
 
12/15/2015
 
 
 

 
 
 
 
 
49,200

 
19.06

 
171,183

 
12/15/2015
 
 
 
 
 
 
 
4,500

 
 
 
85,770

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cathy W. Zbanek
 
9/30/2016
 
 
418,001
 
459,801

 
 
 
 
 
 
 
 
12/15/2015
 
 
 

 
 
 
 
 
49,200

 
19.06

 
171,183

 
12/15/2015
 
 
 
 
 
 
 
4,500

 
 
 
85,770

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Paul J. Huml
 
9/30/2016
 
 
330,001
 
363,001

 
 
 
 
 
 
 
 
12/15/2015
 
 
 

 
 
 
 
 
49,200

 
19.06

 
171,183

 
12/15/2015
 
 
 
 
 
 
 
4,500

 
 
 
85,770

 
(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 2016. 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 15 for additional information on the terms of these awards.
(2) See page 20 for additional information on these awards.
(3) See page 20 for additional information on these awards.
(4) Based on the closing price for a share of the Company’s stock on December 15, 2015, the date of the grant.
(5) Calculated (a) for option awards, by multiplying the number of options granted by the value of an option on the date of grant ($3.48 for December 15, 2015 awards) calculated in accordance with the Black-Scholes option-pricing model, and (b) for stock awards, 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($19.06 for December 15, 2015 awards) .

26



The following table summarizes outstanding option awards and stock awards as of the end of fiscal year 2016:
Outstanding Equity Awards at Fiscal 2016 Year-End
 
 
Option Awards
 
Stock Awards
Name
 
Number of Securities Underlying Unexercised Options (#) Exercisable
 
Number of Securities Underlying Unexercised Options (#) Unexercisable(1)
 
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
 
Option Exercise Price
($)
 
Option Expiration Date
 
Number of Shares or Units of Stock that have not Vested (#)(2)
 
Market Value of Shares or Units of Stock that have not Vested ($)(3)
 
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)
 
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested (#)
Marc A. Stefanski
 
490,700

 

 

 
11.74

 
8/10/2018

 
280,720

 
4,999,623

 

 

 
 
299,600

 

 

 
11.96

 
5/12/2019

 

 

 

 

 
 
315,500

 

 

 
14.00

 
5/14/2020

 

 

 

 

 
 
369,000

 

 

 
8.61

 
12/19/2021

 

 

 

 

 
 
416,700

 

 

 
9.43

 
12/15/2022

 

 

 

 

 
 
191,000

 
95,500

 

 
11.64

 
12/3/2023

 
13,867

 
246,971

 

 

 
 
127,866

 
255,734

 

 
14.85

 
12/10/2024

 
22,067

 
393,013

 

 

 
 

 
196,700

 

 
19.06

 
12/10/2025

 
17,800

 
317,018

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David S. Huffman
 

 

 

 

 

 
14,040

 
250,052

 

 

 
 

 
9,567

 

 
11.64

 
12/3/2023

 
1,400

 
24,934

 

 

 
 

 
21,600

 

 
14.85

 
12/10/2024

 
2,200

 
39,182

 

 

 
 
21,660

 
86,640

 

 
14.81

 
05/28/2025

 
16,320

 
290,659

 

 

 
 

 
49,200

 

 
19.06

 
12/10/2025

 
4,500

 
80,145

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Meredith S. Weil
 
50,000

 

 

 
11.74

 
8/10/2018

 

 

 

 

 
 
31,500

 

 

 
14.00

 
5/14/2020

 

 

 

 

 
 
36,900

 

 

 
8.61

 
12/19/2021

 

 

 

 

 
 
41,700

 

 

 
9.43

 
12/15/2022

 

 

 

 

 
 
19,133

 
9,567

 

 
11.64

 
12/3/2023

 
1,400

 
24,934

 

 

 
 
10,800

 
21,600

 

 
14.85

 
12/10/2024

 
2,200

 
39,182

 

 

 
 
21,660

 
86,640

 

 
14.81

 
5/28/2025

 
16,320

 
290,659

 

 

 
 

 
49,200

 

 
19.06

 
12/10/2025

 
4,500

 
80,145

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cathy W. Zbanek
 
25,000

 

 

 
11.95

 
8/10/2018

 

 

 

 

 
 
40,000

 

 

 
8.61

 
12/15/2021

 

 

 

 

 
 
19,133

 
9,567

 

 
11.64

 
12/3/2023

 
1,400

 
24,934

 

 

 
 
10,800

 
21,600

 

 
14.85

 
12/10/2024

 
2,200

 
39,182

 

 

 
 
21,660

 
86,640

 

 
14.81

 
5/28/2025

 
16,320

 
290,659

 

 

 
 

 
49,200

 

 
19.06

 
12/10/2025

 
4,500

 
80,145

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Paul J. Huml
 
40,000

 

 

 
8.61

 
12/19/2021

 

 

 

 

 
 
10,800

 
21,600

 

 
14.85

 
12/10/2024

 
2,200

 
39,182

 

 

 
 
21,660

 
86,640

 

 
14.81

 
5/28/2025

 
16,320

 
290,659

 

 

 
 

 
49,200

 

 
19.06

 
12/10/2025

 
4,500

 
80,145

 

 

 

27



(1) The following table sets forth the vesting schedule, excluding the impact of vesting acceleration upon retirement, for unexercisable stock options:
 
Date
 
Stefanski
 
Huffman
 
Weil
 
Zbanek
 
Huml
12/3/2016
 
95,500

 
9,567

 
9,567

 
9,567

 

12/10/2016
 
193,433

 
27,200

 
27,200

 
27,200

 
27,200

5/28/2017
 

 
21,660

 
21,660

 
21,660

 
21,660

12/10/2017
 
193,434

 
27,200

 
27,200

 
27,200

 
27,200

5/28/2018
 

 
21,660

 
21,660

 
21,660

 
21,660

12/10/2018
 
65,567

 
16,400

 
16,400

 
16,400

 
16,400

5/28/2019
 

 
21,660

 
21,660

 
21,660

 
21,660

5/28/2020
 

 
21,660

 
21,660

 
21,660

 
21,660

 
(2) The following table sets forth the vesting schedule, excluding the impact of vesting acceleration upon retirement, for restricted stock units not yet vested:
 
Date
 
Stefanski
 
Huffman
 
Weil
 
Zbanek
 
Huml
12/3/2016
 
13,867

 
1,400

 
1,400

 
1,400

 

12/10/2016
 
16,966

 
2,600

 
2,600

 
2,600

 
2,600

5/28/2017
 

 
4,080

 
4,080

 
4,080

 
4,080

8/11/2017
 
70,180

 
3,510

 

 

 

12/10/2017
 
16,967

 
2,600

 
2,600

 
2,600

 
2,600

5/28/2018
 

 
4,080

 
4,080

 
4,080

 
4,080

8/11/2018
 
210,540

 
10,530

 

 

 

12/10/2018
 
5,934

 
1,500

 
1,500

 
1,500

 
1,500

5/28/2019
 

 
4,080

 
4,080

 
4,080

 
4,080

5/28/2020
 

 
4,080

 
4,080

 
4,080

 
4,080

(3) Based on the closing price for a share of the Company’s common stock as of September 30, 2016, of $17.81 per share.
Option Exercises and Stock Vested for Fiscal 2016
The following table shows the exercise of Company stock options and vesting of Company restricted stock units for each named executive officer in fiscal year 2016:
 
 
 
Option Awards
 
Stock Awards
Name
 
Number of Shares Acquired on Exercise (#)
 
Value Realized on Exercise ($)(1)
 
Number of Shares Acquired on Vesting (#)
 
Value Realized on Vesting ($)(2)
Marc A. Stefanski
 
1,830,000

 
11,316,727

 
56,000

 
1,057,294

David S. Huffman
 
177,533

 
1,219,970

 
8,514

 
158,662

Meredith S. Weil
 

 

 
8,514

 
158,662

Cathy W. Zbanek
 

 

 
6,580

 
121,878

Paul J. Huml
 
25,000

 
166,699

 
5,180

 
95,628

 
(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, based on the market value of the shares on the vesting date.




28



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 Retirement Plan, determined using the interest rate and mortality rate assumptions used in the Company’s financial statements, as of September 30, 2016:
Pension Benefits
 
Name
 
Plan Name
 
Number of Years Credited Service(1)
 
Present Value of Frozen Benefit as of September 30, 2016
($)(2)
 
Payment During Last Fiscal Year
($)
Marc A. Stefanski
 
Third Federal Savings Retirement Plan
 
29
 
1,464,313

 
 
 
 
 
 
 
 
 
 
David S. Huffman
 
Third Federal Savings Retirement Plan
 
18
 
1,002,526

 
 
 
 
 
 
 
 
 
 
Meredith S. Weil
 
Third Federal Savings Retirement Plan
 
12
 
637,203

 
 
 
 
 
 
 
 
 
 
Cathy W. Zbanek
 
Third Federal Savings Retirement Plan
 
7
 
218,149

 
 
 
 
 
 
 
 
 
 
Paul J. Huml
 
Third Federal Savings Retirement Plan
 
13
 
755,286

 
 
(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. On 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.
For a discussion of the valuation method and material assumptions applied in quantifying the present value of the current accrued benefit, please see footnote 13 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, filed on November 23, 2016. Additional information concerning this plan is provided under “Compensation Discussion and Analysis.”
 

29



Non-Qualified Deferred Compensation
The following table summarizes contributions and deferrals of compensation during fiscal year 2016 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
 
Name
 
Plan Name
 
Executive Contributions in Fiscal Year 2016
($)
 
Company Contributions in Fiscal Year 2016
($)(1)(2)
 
Aggregate Earnings in Fiscal Year 2016 ($)(2)
 
Aggregate Withdrawals/Distributions ($)
 
Aggregate Balance as of September 30, 2016
($)
Marc A. Stefanski
 
Executive Retirement Benefit Plan
 

 

 
14,024

 

 
639,775

 
Benefit Equalization Plan
 

 

 
24,916

 

 
1,136,684

 
Total
 

 

 
38,940

 

 
1,776,459

 
 
 
 
 
 
 
 
 
 
 
 
 
David S. Huffman
 
Executive Retirement Benefit Plan
 

 

 
3,232

 

 
147,457

 
Benefit Equalization Plan
 
25,953

 
25,953

 
9,378

 

 
443,023

 
Total
 
25,953

 
25,953

 
12,610

 

 
590,480

 
 
 
 
 
 
 
 
 
 
 
 
 
Meredith S. Weil
 
Executive Retirement Benefit Plan
 

 

 

 

 

 
Benefit Equalization Plan
 
28,103

 
28,103

 
3,735

 

 
187,663

 
Total
 
28,103

 
28,103

 
3,735