Ashley H. Williams
TFS FinancialAbout Ashley H. Williams
Ashley H. Williams, age 41, is Vice Chair of the Board and a director of TFS Financial Corporation, serving since 2018 and elevated to Vice Chair in 2023. She previously served as Vice President of Institutional Equity Sales at Sandler O’Neill + Partners, covering more than 300 U.S. financial companies and selling securities to institutional clients, bringing capital markets and bank-sector expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sandler O’Neill + Partners | Vice President, Institutional Equity Sales | Prior to 2018 (not specified) | Covered >300 U.S. financials; experience in securities offerings and institutional sales |
External Roles
- No public company directorships disclosed in the proxy for Ms. Williams .
Board Governance
- Independence: The board determined Ms. Williams is not independent because she is the daughter of Marc A. Stefanski, the Chair, President, and CEO of TFSL .
- Committee assignments and roles (as of FY2024):
- Executive Committee: Chair; the committee met 12 times in FY2024 .
- Nominating: Participant (the full Board acts as the nominating committee due to controlled company status) .
- Not on Audit, Compensation, or Directors Risk Committees .
- Attendance: The Board met 12 times in FY2024; no director attended fewer than 75% of Board and committee meetings, and all directors attended last year’s annual meeting .
- Board leadership and structure:
- Combined Chair/President/CEO (M. A. Stefanski); no Lead Independent Director; Vice Chair (Williams) presides in Chair’s absence .
- Controlled company: MHC owns ~80.88% of common stock; the full Board acts as nominating committee .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (TFSL) | $30,000 | Paid monthly |
| Committee fees (TFSL) | $24,500 | Includes Executive Committee chair fees; detailed under committee fees |
| Subtotal TFSL cash | $54,500 | |
| Annual retainer (Third Federal S&L) | $30,000 | Separate board retainer |
| Total cash (TFSL + Third Federal S&L) | $84,500 |
Performance Compensation
| Equity Grant | Grant Date | Instrument | Shares/Units | Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Director annual equity (FY2024) | Feb 22, 2024 | RSUs | 5,850 | $76,635 | Vest in full on Feb 21, 2025; accelerates on death, disability, change in control; new director grants do not accelerate on retirement | RSUs carry dividend equivalent rights (cash paid on Company dividend dates) |
Other Directorships & Interlocks
- No other public company board roles disclosed for Ms. Williams; note familial interlock with CEO (her father), and controlled-company context .
Expertise & Qualifications
- Institutional equity sales background with coverage of >300 U.S. financial companies and securities distribution to institutional clients, providing capital markets and bank-sector insights .
- Recognized for knowledge in securities offerings, and commitment to education and community revitalization .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 93,660 shares; less than 1% of outstanding |
| Indirect holdings | 40,000 shares held in trust for children (trustee: Williams); 37,150 shares held in trust where she is beneficiary |
| Unvested director RSUs outstanding (9/30/2024) | 5,850 RSUs (from 2024 grant) |
| FY2024 vesting/distributions | 17,650 shares vested during FY2024 |
| Hedging/pledging | Policy prohibits officers and directors from hedging or pledging Company stock |
Governance Assessment
- Strengths:
- Vice Chair and Executive Committee Chair, signaling active engagement; Executive Committee met 12 times in FY2024, demonstrating frequent oversight between regular board meetings .
- Board attendance is strong; no director fell below 75% participation; all directors attended the annual meeting .
- Capital markets proficiency from institutional equity sales experience enhances board oversight of financial strategy and investor communications .
- Concerns and RED FLAGS:
- Not independent due to familial tie to the CEO; combined Chair/CEO and absence of a Lead Independent Director in a controlled company heighten potential conflicts and reduce independent counterbalance at the top of governance structure .
- Controlled company dynamics (MHC at ~80.88%) render shareholder votes largely determinative by the controller, constraining minority shareholder influence on director elections and governance reforms .
- Related-party exposure: Family employment within the organization (e.g., CEO’s son employed and compensated; Audit Committee reviewed), and aggregate loans to officers/directors (albeit minimal and on market terms) require continued vigilance on conflicts management .
- Say-on-Pay context: Advisory vote approval was ~93% in 2024, indicating broad investor support for executive pay structures; useful sentiment backdrop for governance confidence but does not mitigate independence concerns noted above .
Insider Trades & Section 16 Compliance
| Item | Detail |
|---|---|
| Section 16 compliance (FY2024) | Company disclosed late Form 4s for several insiders; Ms. Williams was not listed among late filers |
Committee Assignments (Detail)
| Committee | Role | Independence |
|---|---|---|
| Executive Committee | Chair | Not independent (family relationship) |
| Nominating (full Board) | Member (full Board acts as nominating) | Not independent; company is a controlled company |
| Audit | None | — |
| Compensation | None | — |
| Directors Risk | None | — |
Director Compensation (FY2024)
| Metric | Amount |
|---|---|
| TFSL fees earned or paid | $54,500 |
| TFSL stock awards (RSUs) | $76,635 (5,850 RSUs granted Feb 22, 2024) |
| Third Federal S&L board fees | $30,000 |
| Total | $161,135 |
Notes: Director RSUs vest in one year and carry dividend equivalent rights; vesting accelerates upon certain events as defined in the plan and award agreements .
Board Effectiveness Signals
- Executive sessions of non-management directors occur periodically, offering a forum for independent oversight, though absence of a Lead Independent Director remains a structural gap .
- Committee structure is comprehensive, but Ms. Williams is concentrated in Executive Committee leadership rather than audit/risk/compensation oversight, which may limit her direct influence over control-sensitive areas .
Related Party & Conflict Controls
- Insider trading policy prohibits hedging/pledging by officers and directors; clawback policy applies to executive incentive compensation in restatement scenarios, enhancing accountability (primarily executive-focused) .
- All related party transactions reviewed by the Board and Audit Committee; loans to insiders totaled $533 as of 9/30/2024, on market terms and performing .
Implications for Investors
- Ms. Williams’ capital markets background is additive, and her active role as Vice Chair/Executive Committee Chair supports board throughput; however, non-independence, combined CEO/Chair, lack of a Lead Independent Director, and controlled company status represent governance risk factors that can affect board challenge and minority investor confidence .