Barbara J. Anderson
TFS FinancialAbout Barbara J. Anderson
Barbara J. Anderson (age 77) has served as an independent director of TFS Financial Corporation since 2021, with her current term expiring in 2027 . She is a long-time community reinvestment advocate in Northeast Ohio, formerly with the City of Cleveland Department of Community Development, and currently leads non-profit initiatives focused on fair housing, financial empowerment, and support services for vulnerable populations . Her board credentials emphasize community lending, reinvestment expertise, and risk oversight through TFSL’s Directors Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Cleveland Department of Community Development, Office of Fair Housing and Consumer Affairs | Retired official | — | Fair housing and consumer affairs expertise applicable to risk and community engagement |
| Empowering and Strengthening Ohio’s People (ESOP) | President | — | Advocacy for successful homeownership in low-income neighborhoods; lobbying against predatory lending |
| Another Chance Ohio (non-profit) | Founder & CEO | — | Provides clothing, furniture, appliances; operates homes for domestic violence victims, veterans, and foster youth |
| Cuyahoga County Community Reinvestment Advisory Subcommittee | Member | 2019 | Advises on community reinvestment policy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Housing Network | Board member | — | Affordable housing oversight |
| Center for Economic Opportunities of Greater Cleveland | Board member | — | Economic opportunity programming oversight |
Board Governance
- Independence: The Board affirmatively determined Barbara J. Anderson is independent under NASDAQ rules; Audit, Compensation, and Directors Risk Committees are fully independent .
- Attendance: In FY2024, the Board met 12 times; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended last year’s annual meeting .
- Committee memberships (as of 9/30/2024): Directors Risk Committee (member), participates when the full Board acts as Nomination Committee; no chair roles .
- Risk oversight: Directors Risk Committee monitors interest rate risk, lending, investments, cybersecurity/IT risk, and reviews ALM and Investment Committee reports .
- Leadership structure: Combined Chair/CEO; no lead independent director; periodic executive sessions of non-management directors .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (Company) | $30,000 | Paid monthly to TFSL directors |
| Annual cash retainer (Third Federal S&L) | $30,000 | All TFSL directors also serve on S&L board |
| Committee fees | $4,000 | $1,000 per committee meeting; consistent with 4 Directors Risk meetings held |
| Total cash (fees + S&L retainer) | $64,000 | Sum of $34,000 fees earned and $30,000 S&L board fees |
| Total director compensation | $115,090 | Includes $51,090 equity grant (RSUs) |
Performance Compensation
| Equity Element | Grant Details | Vesting | Key Terms |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 3,900 RSUs granted on Feb 22, 2024; grant-date fair value $51,090 | Vests in full on Feb 21, 2025 | Dividend equivalent rights; acceleration upon death, disability, change-in-control; “new director grants” do not accelerate upon retirement; retirement defined as cessation after age 72 |
| RSU activity | 15,100 shares vested in FY2024 | — | Unvested RSUs outstanding: 33,900 as of Sep 30, 2024 |
Performance metric framework for directors: None disclosed; director equity grants are time-based RSUs with dividend equivalents; no option awards or PSU metrics for directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No public company directorships disclosed; external roles are non-profit/municipal |
No disclosed interlocks with TFSL competitors, suppliers, or customers; no related-party business dealings associated with Anderson are reported .
Expertise & Qualifications
- Community lending and reinvestment leadership through ESOP and municipal fair housing roles .
- Risk oversight via Directors Risk Committee, including ALM, investment policy, credit/lending, and cybersecurity .
- Grassroots governance perspective supporting board effectiveness in retail mortgage/home equity markets .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 14,100 shares; <1% of class | Company had 280,799,401 shares outstanding as of record date Dec 26, 2024 |
| Ownership as % of shares outstanding | ~0.005% (14,100 / 280,799,401) | Calculated from disclosed share counts |
| Unvested RSUs (director) | 33,900 RSUs outstanding as of Sep 30, 2024 | Dividend equivalents; annual grant structure |
| Hedging/pledging policy | Directors/officers prohibited from hedging or pledging company stock | Insider trading policy filed; no waivers in FY2024 |
| Shares pledged as collateral | None disclosed for Anderson | No pledge disclosures; policy prohibits pledging |
Governance Assessment
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Positives:
- Independent status; active risk oversight through Directors Risk Committee .
- Strong attendance norms; all directors attended the last annual meeting; no director below 75% .
- Alignment via RSU grants with dividend equivalents; material unvested RSU holdings enhance “skin-in-the-game” .
- Insider trading policy prohibits hedging/pledging; clawback policy adopted for executive incentive compensation; no waivers in FY2024 .
-
Potential red flags and mitigants:
- Controlled company: MHC owns ~80.9% of shares; its vote is determinative—limits external shareholder influence and can dampen market-based governance checks .
- Combined Chair/CEO and no lead independent director—heightened reliance on independent committees and executive sessions for counterbalance .
- Related party environment: presence of family member (Vice Chair is CEO’s daughter) and one named related employee; however, no Anderson-specific related transactions disclosed and loans to officers/directors are de minimis and on market terms ($533 aggregate outstanding) .
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Signals for investor confidence:
- Independent committee structure (Audit, Compensation, Directors Risk) and use of independent comp consultant (Exequity LLP, reviewed for independence/no conflicts) .
- Clear enterprise risk oversight processes (ALM, Investment Committee reporting; cybersecurity oversight) .
- Director pay is modest, primarily cash retainers plus time-based RSUs; no option repricing or exotic director incentives disclosed .
Overall, Anderson brings community reinvestment and fair housing depth to TFSL’s risk oversight. The controlled-company structure and combined Chair/CEO warrant continued monitoring, but Anderson’s independence, committee engagement, and equity alignment support board effectiveness and investor confidence within TFSL’s governance context .