Daniel F. Weir
TFS FinancialAbout Daniel F. Weir
Daniel F. Weir, 73, is an independent director of TFS Financial Corporation (TFSL) serving since 2022 with a current term expiring in 2026. He has 30+ years of banking experience, including nearly two decades in executive management roles at Third Federal (human resources, business development, lending services) and prior leadership as District Vice President of Retail Banking at Ameritrust in Cleveland. He has held community board roles and brings broad banking and operating expertise to TFSL’s board and Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Third Federal Savings and Loan | Executive management roles (HR, business development, lending services); prior board member | Nearly 20 years (prior to board service at TFSL) | Senior operating experience across core banking functions; informs Compensation Committee decisions |
| Ameritrust (Cleveland) | District Vice President of Retail Banking; managed 20+ branches and ~200 retail employees | Prior to Third Federal | Large-scale branch and team leadership; operational oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urban Community School (Cleveland) | Board of Trustees (past) | Not disclosed | Community/education governance experience |
| Naples Press Club (SW Florida) | Director and Treasurer (past) | Not disclosed | Non-profit board and financial oversight experience |
Board Governance
- Independence: The board affirmatively determined Weir is independent under NASDAQ criteria; Audit, Compensation, and Directors Risk Committees are entirely independent.
- Committees: Member – Compensation Committee and the full Board acting as Nominating Committee; not a chair of any committee.
- Attendance/engagement: Board met 12 times in FY2024; Compensation Committee held 5 meetings. No director attended fewer than 75% of board and committee meetings; all directors attended last year’s annual meeting.
- Board structure/context: TFSL is a “controlled company” (TFS, MHC owns 80.9% as of 12/26/24) and does not have a Lead Independent Director; Vice Chair is not independent (CEO’s daughter). Majority of directors are independent.
Fixed Compensation (Director)
| Component (FY2024) | Amount/Terms | Source |
|---|---|---|
| TFSL annual director retainer | $30,000 | |
| Committee meeting fees | $1,000 per committee meeting attended | |
| Committee chair fee (if applicable) | +$12,500 annually (not applicable to Weir) | |
| Subsidiary (Third Federal S&L) board retainer | $30,000 | |
| Weir – fees breakdown | Annual retainer $30,000; committee fees $5,000; subsidiary board retainer $30,000 | |
| Weir – total cash and equity (FY2024) | Fees $35,000; Stock awards $51,090; Subsidiary board $30,000; Total $116,090 |
- Equity grants (non-employee directors): 3,900 RSUs on Feb 22, 2024 (grant-date fair value $51,090) vest in full on Feb 21, 2025; dividend equivalents paid in cash; vesting accelerates upon death, disability, or change in control; retirement acceleration applies for directors age 72+ (Weir is 73). New director grants do not accelerate on retirement.
Performance Compensation (Director)
| Feature | Details | Source |
|---|---|---|
| Performance-based director pay | Not disclosed; director equity is time-based RSUs; no director performance metrics described |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Weir.
- Non-profit/other boards: Urban Community School (past); Naples Press Club Director and Treasurer (past).
- Interlocks with TFSL competitors/customers/suppliers: None disclosed.
Expertise & Qualifications
- 30+ years in banking with executive leadership across HR, business development, and lending services; prior large-scale branch network leadership at Ameritrust.
- Qualifications cited by TFSL: “wide-ranging years of banking experience” valuable to board and Compensation Committee service.
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (12/26/2024) | 48,989 shares; includes 20,148 shares held by spouse; “<1%” of outstanding shares | |
| Unvested RSUs (9/30/2024) | 43,900 unvested RSUs outstanding | |
| RSUs excluded from beneficial ownership table | 35,100 RSUs for Weir excluded from ownership totals | |
| Shares outstanding (record date) | 280,799,401 | |
| Hedging/pledging policy | Directors prohibited from hedging or pledging Company stock |
Governance Assessment
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Strengths
- Independent director with deep operating and banking experience; active on Compensation Committee that uses an independent consultant (Exequity) and incorporates risk assessments into incentives.
- Director engagement appears adequate: no director fell below the 75% meeting threshold; board and committees met regularly; all directors attended last annual meeting.
- Alignment via equity: annual RSU grants with dividend equivalents and standard acceleration provisions; prohibition on hedging/pledging strengthens alignment.
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Risk indicators and potential red flags
- Controlled company: TFS, MHC owns 80.9%, making MHC’s vote determinative; reduces minority shareholder influence on board elections and governance outcomes.
- Family ties on board: Vice Chair is the CEO’s daughter (non-independent), a broader board governance consideration.
- Administrative compliance: late Form 4 reported for Weir related to stock acquired through a dividend reinvestment program (minor filing timeliness issue).
- Director equity acceleration on change in control and retirement (age 72+) may be perceived as reducing at-risk nature of director equity, though this is a common market feature.
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Related-party and conflicts
- Aggregate loans to officers/directors totaled $533 as of 9/30/2024, made on market terms and minimal in amount; no Weir-specific related-party transactions disclosed.
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Say-on-Pay (context)
- Advisory vote in 2024 passed with ~93% support, indicating broadly favorable shareholder sentiment toward TFSL’s pay program; Weir serves on the Compensation Committee overseeing these programs.
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Committee effectiveness (Compensation Committee)
- Composition independent; met five times in FY2024; scope includes CEO and executive pay goals, incentive plan design, risk assessment, and director compensation; uses independent consultant with no reported conflicts.