John P. Ringenbach
TFS FinancialAbout John P. Ringenbach
Independent director of TFS Financial Corporation since 2015; age 75. More than 40 years in financial services, including Chief Operating Officer of Third Federal Savings and Loan (1993–2012), President of Commerce Exchange Bank (1987–1993), and 14 years at Ameritrust. His tenure and operating background provide financial, operational, and regulatory insight relevant to TFSL’s board oversight. Independence was affirmatively determined by the Board under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Third Federal Savings and Loan | Chief Operating Officer | 1993–2012 | Senior operating leadership; knowledge of financial, operational, regulatory challenges enhances Board oversight |
| Commerce Exchange Bank | President | 1987–1993 | Banking leadership experience |
| Ameritrust | Various roles | ~14 years (prior to 1987) | Financial services experience |
External Roles
- No other public company directorships disclosed in the proxy. Biographical section highlights prior operating roles, not external public boards.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board affirmed under NASDAQ rules) |
| Board tenure | Director since 2015 |
| Committees | Compensation Committee (member); Executive Committee (member); full Board acts as Nominating Committee |
| Committee chairs | None (not listed as chair of any committee) |
| Board/Committee meetings FY2024 | Board met 12 times; Executive Committee met 12; Compensation Committee met 5; Audit met 4; Directors Risk met 4 |
| Attendance | “No director attended fewer than 75%” of Board and applicable committee meetings; all directors attended the prior annual meeting |
| Executive sessions | Non-management directors meet periodically in executive session |
| Controlled company | TFSL is a “controlled company”; full Board serves as nominating committee |
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Company Board annual cash retainer | $30,000 | Paid monthly |
| Committee fees earned | $17,000 | Members earn $1,000 per committee meeting; chairs receive additional $12,500 annually (Ringenbach not a chair) |
| Third Federal Savings & Loan Board retainer (All Other Compensation) | $30,000 | Paid for service on the thrift’s board |
| Total cash and other compensation | $128,090 | Sum of fee earned/paid, stock awards, other comp (see next section for equity) |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares | Grant Date Fair Value | Vest Date | Key Terms |
|---|---|---|---|---|---|
| RSU (annual grant) | Feb 22, 2024 | 3,900 | $51,090 | Feb 21, 2025 | Dividend equivalent rights; vesting accelerates upon death, disability, retirement (except new director grants) or change in control; retirement defined as cessation of board service after age 72 |
| RSU vesting in FY2024 | N/A (prior grants) | 5,100 (vested) | N/A | Vested during FY2024 | Most non-employee directors, including Ringenbach, had 5,100 shares vest in FY2024 |
| Unvested RSUs outstanding (9/30/2024) | N/A | 3,900 | N/A | Outstanding at FY-end | Balance of annual grant unvested at year-end |
- Performance metrics: None for director RSUs; awards are time-based with dividend equivalents, not tied to operational/TSR/ESG targets .
Other Directorships & Interlocks
- No other current public company boards or disclosed interlocks for Ringenbach in the proxy; no shared directorships with key competitors/suppliers/customers noted.
Expertise & Qualifications
- Former COO and bank president; deep operational and regulatory experience in financial services enhances Compensation and Executive Committee effectiveness.
- Serves on Compensation Committee overseeing executive/director pay policy and risk; Committee uses independent consultant Exequity LLP and found no consultant conflicts.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notable Details |
|---|---|---|---|
| John P. Ringenbach | 50,640 | <1% | Includes 21,140 shares held in a trust of which he is trustee; RSUs are excluded from this ownership count per footnotes |
| RSUs (status reference) | 3,900 (unvested at 9/30/24) | N/A | RSUs excluded from beneficial ownership; 5,100 shares vested in FY2024 as noted |
- Pledging/Hedging: No pledging or hedging disclosures for Ringenbach in the proxy.
- Ownership guidelines: Director stock ownership guidelines not disclosed in retrieved sections; compliance status not disclosed.
Insider Filings and Trades
| Item | FY2024 Status | Notes |
|---|---|---|
| Section 16(a) filings (timeliness) | On-time per company report | Late Form 4s were disclosed for other insiders; Ringenbach not listed among late filers |
Related Party Transactions and Conflicts
- Loans to officers/directors: Aggregate outstanding loans to officers/directors and related entities were $533 as of 9/30/2024; made in ordinary course on market terms and compliant with federal banking regulations; individual borrowers not named.
- Controlled company status and family relationships on board (Vice Chair Ashley Williams is CEO’s daughter) can influence governance dynamics; Ringenbach remains independent under NASDAQ rules.
- No Ringenbach-specific related party transactions disclosed; directors with an interest must abstain from votes on such transactions.
Compensation Committee Context (Governance Signals)
- Committee responsibilities include executive pay goals, risk evaluation of comp practices, and director compensation; meets in executive session as needed; held five meetings in FY2024; all members independent.
- Uses independent compensation consultant (Exequity LLP); independence reviewed; no conflicts identified.
Governance Assessment
- Independence and experience: Ringenbach was affirmatively determined independent; his prior COO and banking leadership background supports effective oversight on Compensation and Executive Committees.
- Engagement: Board and committees were active in FY2024 (Board 12; Executive 12; Compensation 5); “no director <75% attendance” and full annual meeting attendance indicates adequate engagement.
- Alignment: Director compensation mix combines modest cash retainers/meeting fees with annual RSUs that include dividend equivalents; RSUs vest time-based and can accelerate under certain conditions (alignment via equity; limited performance linkage).
- Potential red flags: Controlled company structure (MHC ownership >50%) and family member on the board can diminish perceived independence of nominating processes; however, Ringenbach’s independence is recognized and no personal related-party issues are disclosed.
- Risk oversight linkage: Executive Committee possesses Board power between meetings; Ringenbach’s membership places him in a pivotal role for interim approvals and policy oversight—heightening responsibility and visibility.
Overall, Ringenbach presents as an independent, experienced financial operator with meaningful committee roles and adequate engagement; compensation/ownership suggest reasonable alignment, with no personal conflicts disclosed. The principal governance sensitivity is TFSL’s controlled company status and family ties on the board, not Ringenbach-specific.