Andrew J. Rubino
TFS FinancialAbout Andrew J. Rubino
Andrew J. Rubino is Vice President of TFS Financial Corporation and Chief Information Officer of Third Federal Savings and Loan, appointed effective October 1, 2021; age and education are not disclosed in TFSL’s proxies . Over Rubino’s tenure, TFSL reported net income of $74.6M (FY2022), $75.3M (FY2023), and $79.6M (FY2024), with FY2024 adjusted net income equal to reported net income ($79.6M) . Pay-versus-performance tables show cumulative TSR value of an initial $100 investment of 118 in FY2024 vs. 100 in FY2023 and 100 in FY2022; peer group TSR was 200 in FY2024, 135 in FY2023 and 140 in FY2022 . His compensation is tied to company performance via annual bonuses based on adjusted net income and multi-year PSUs linked to return on average assets (ROAA) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Third Federal Savings & Loan | Chief Information Officer | Appointed 10/1/2021 | Technology leadership supporting lending and deposit growth; role highlighted within named executive team |
External Roles
No external directorships or outside roles for Rubino are disclosed in TFSL’s proxies. |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $340,000 | $340,000 |
| All Other Compensation ($) | $31,621 | $42,005 | $45,231 |
| Perquisites & Personal Benefits ($) | $1,127 | $1,127 | $8,700 (Financial/Retirement/Estate Planning) |
| 401(k) + ASOP Company Contributions ($) | $27,516 ($19,450 401k + $8,066 ASOP) | $24,212 ($17,741 401k + $6,471 ASOP) | $20,128 ($13,481 401k + $6,647 ASOP) |
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual Performance-Based Bonus ($) | $330,000 | $326,348 | $374,000 |
| Stock Awards – Grant Date Fair Value ($) | $170,880 | $220,409 | $210,922 |
Incentive Program Design and Payouts
| Element | Weighting/Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|
| Annual Cash Bonus (Adjusted Net Income based) | Pool sized vs. budgeted net income; executives share pool pro-rata to base salary; Rubino 9.41% pool share | FY2024 adjusted NI: $79.6M (123.6% of target $64.4M); pool $3,976,500 | $374,000 to Rubino (110% of target) | Paid after fiscal year end |
| PSUs (ROAA) | Earn 0–150% of target: Threshold 0.3%=50%, Target 0.5%=100%, Max ≥0.7%=150% | FY2021–22 ROAA 0.53% → 107.5% earned (Dec 2023 vest for 2020 grants) ; FY2022–23 ROAA 0.48% → 95% earned (Dec 2024 vest for 2021 grants) ; FY2023–24 ROAA 0.46% → 90% earned (Dec 2025 vest for 2022 grants) | Earn-outs per cycles as above | Vests in December during third year following grant; dividend equivalents paid upon share issuance |
| RSUs | Time-based; dividend equivalents | — | — | Vests ~33⅓% annually over ~3 years; immediate vesting upon retirement for awards >1 year old; pro-rata within 1 year of retirement |
FY2024 Award Grants (3/4/2024)
| Award Type | Shares (Target/Units) | Grant Date Fair Value ($) | Notes |
|---|---|---|---|
| PSUs | 9,800 target (4,900 threshold; 14,700 max) | $126,812 | ROAA metric over FY2024–FY2025; vests Dec 2026 subject to performance |
| RSUs | 6,500 | $84,110 | Vests one-third annually starting ~1 year after grant |
Equity Ownership & Alignment
| Item | As of | Amount | Detail |
|---|---|---|---|
| Beneficial Ownership (Common) | 12/26/2024 | 54,043 shares | Includes 12,917 ASOP shares and 11,000 options exercisable within 60 days |
| Stock Options (Exercisable) | 9/30/2024 | 11,000 @ $14.74, expiring 1/5/2028 | Granted 1/5/2018; no FY2024 option grants |
| RSUs – Unvested | 9/30/2024 | 6,500 units; $83,590 MV | Vest schedule below; MV at $12.86/share |
| PSUs – Unvested | 9/30/2024 | 9,800 units; $126,028 payout value | Performance-based; MV/payout base $12.86/share |
| Upcoming Vesting (RSU) | 12/10/2024, 12/10/2025, 12/10/2026 | 5,566; 4,301; 2,167 shares | As scheduled excluding retirement acceleration |
| Upcoming Vesting (PSU) | 12/10/2024, 12/10/2025, 12/10/2026 | 5,510; 8,730; 9,800 shares | Earned % per ROAA cycles |
| Hedging/Pledging | Policy | Prohibited for officers and directors | Insider trading policy bans hedging and pledging |
| Ownership Guidelines | Policy | None | Company has no specific executive stock ownership guidelines |
Employment Terms
- Employment Agreements: TFSL is not party to employment or severance agreements with named executive officers, including Rubino .
- Change-in-Control Economics: Equity awards accelerate (single-trigger) upon death, disability, or change in control; retirement vests ratably in the first year; other terminations generally forfeit unvested awards . As of 9/30/2024, Rubino’s indicative values: RSUs $154,757; PSUs $309,154; total $463,911 for death/disability/change-in-control (valued at $12.86/share) .
- Clawback: Dodd-Frank compliant policy applies to cash/equity incentive awards paid/earned/granted in the prior three fiscal years, recoverable upon required restatement due to material non-compliance .
- Non-compete/Non-solicit: Not disclosed.
Retirement & Deferred Compensation
| Plan | FY2024 Contributions | FY2024 Earnings | Balance (9/30/2024) |
|---|---|---|---|
| Benefit Equalization Plan | Exec: $20,241; Company: $16,192 | $2,892 | $83,987 |
| Defined Benefit Retirement Plan (Frozen) | — | — | Present value $121,790; 10 years credited service pre-freeze |
Compensation Structure Analysis
- Cash vs Equity Mix: Rubino’s FY2024 total compensation was $992,963, comprised of salary $340,000, bonus $374,000, stock awards $210,922, and other comp $45,231; similar structure across FY2022–FY2024 shows continued emphasis on performance-based cash plus PSUs/RSUs; no new options granted in FY2024 (expense management; Rubino’s award not reduced due to expanded responsibilities) .
- Performance Metric Rigor: Annual bonus is formulaic to adjusted net income with an enterprise-wide risk override; FY2024 paid at cap (110% of target) backed by 123.6% performance vs target . PSUs use ROAA with transparent thresholds (0.3/0.5/0.7%), and recent cycles earned at 95% and 90% of target, evidencing calibration .
- Governance Safeguards: Clawback adopted; hedging/pledging prohibited; no employment/severance agreements (limits guaranteed pay) .
Compensation & Ownership Detail (Multi-Year)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Compensation ($) | $903,476 | $920,057 | $992,963 |
| Salary ($) | $295,904 | $330,000 | $340,000 |
| Bonus (Non-Equity Incentive Plan) ($) | $330,000 | $326,348 | $374,000 |
| Stock Awards – Grant Date Fair Value ($) | $170,880 | $220,409 | $210,922 |
| Change in Pension/Deferred Comp Earnings ($) | $71 | $1,295 | $22,810 |
| All Other Compensation ($) | $31,621 | $42,005 | $45,231 |
| Beneficial Ownership (Common Shares) | 35,863 (as of 12/27/2022) | 47,484 (as of 12/27/2023) | 54,043 (as of 12/26/2024) |
Compensation Peer Group & Say-on-Pay
- Peer Group: Regional banks/thrifts and mortgage financing peers around 0.5x–2x TFSL asset size; examples include Axos Financial, BankUnited, Cathay General, CVB Financial, Provident Financial, Trustmark, Washington Federal, WSFS, among others (composition updated annually) .
- Say-on-Pay Support: ~93% approval in 2023 and 2024, indicating shareholder alignment .
Risk Indicators & Red Flags
- Late Section 16(a) Filings: FY2024 report notes late-filed Form 4s for several insiders, including Rubino, related to PSUs meeting performance conditions (still subject to service conditions). No allegations of misconduct reported .
- Related Party Transactions: Insider loan balances are immaterial ($533 as of 9/30/2024) and on market terms; no adverse features. Family employment disclosed for CEO’s son; Audit Committee review noted .
Investment Implications
- Alignment: Rubino’s pay is materially tied to adjusted net income and ROAA via annual bonuses and PSUs; recent PSU earn-outs at 90–95% of target suggest tight alignment to operating performance in a margin-compression environment .
- Retention: Meaningful scheduled RSU/PSU vesting through Dec 2026 plus deferred comp balances support retention; lack of employment agreement reduces severance guarantees, but single-trigger equity acceleration in a change-of-control could motivate strategic optionality .
- Selling Pressure: Dividend-equivalent RSUs and annual vesting cycles create potential ongoing liquidity events, but hedging/pledging bans and absence of disclosed dispositions limit near-term misalignment signals .
- Governance Quality: Strong say-on-pay support, clawback adoption, and risk-based bonus oversight are positives; isolated late Form 4s are process issues rather than structural risks .