Martin J. Cohen
TFS FinancialAbout Martin J. Cohen
Independent director of TFS Financial Corporation since 2006; age 71; background in real estate investment and operations as managing partner of H & M Management Company since 1975 (manager/part owner of multiple apartment complexes; ownership/management of commercial properties). Serves on the Audit Committee and the Directors Risk Committee; not a committee chair. The Board affirms his independence under NASDAQ rules; no director attended fewer than 75% of Board and committee meetings in FY2024, and all directors attended the prior annual meeting. These experiences support his oversight on audit, risk, asset-liability, and investment governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H & M Management Company | Managing Partner; manager/part owner of seven apartment complexes; owned/manages other commercial properties | Since 1975 | Real estate operations and ownership expertise cited as useful to Board, Audit Committee, and Directors Risk Committee |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| None disclosed in latest proxy | — | — | No other public company directorships disclosed in 2025 DEF 14A |
Board Governance
- Independence: Board determined Cohen is independent; a majority of directors and all members of Audit, Compensation, and Directors Risk committees are independent.
- Board structure: Combined Chair/President/CEO roles (Stefanski); no Lead Independent Director; Vice Chair is Ashley H. Williams (CEO’s daughter).
- Meetings/attendance: Board met 12 times; no director attended fewer than 75% of Board and committee meetings; all directors attended the last annual meeting.
- Executive sessions: Non-management directors meet periodically in executive session.
- Controlled company: Full Board acts as Nominating Committee (Company qualifies as “controlled company” under NASDAQ).
| Committee | Role | Independent? | FY2024 Meetings | Notes |
|---|---|---|---|---|
| Audit | Member | Yes | 4 | Also serves as the Qualified Legal Compliance Committee; Mulligan is audit committee financial expert |
| Directors Risk | Member | Yes | 4 | Oversees interest rate, investment, credit/lending, cybersecurity/IT risk; interacts with ALCO and Investment Committee |
| Nominating (Full Board) | Director | Yes | 1 | Full Board acts due to controlled company status |
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Company Board annual retainer | $30,000 | FY2024 | Paid in monthly installments |
| Committee fees | $8,000 | FY2024 | Committee meeting fees; Cohen’s committee fees as reported |
| Subsidiary Board fee (Third Federal S&L) | $30,000 | FY2024 | Paid for service on subsidiary board; reported as “All Other Compensation” |
| Total cash fees (Company + committees) | $38,000 | FY2024 | Reported under “Fees Earned or Paid” |
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value (USD) | Vesting | Dividend Equivalents | Acceleration Triggers |
|---|---|---|---|---|---|---|
| Feb 22, 2024 | RSUs (Non-employee director annual grant) | 3,900 | $51,090 | Vest in full on Feb 21, 2025 | RSUs carry dividend equivalent rights payable in cash | Accelerates upon death, disability, retirement (cessation after age 72), or change in control; new director grants exclude retirement acceleration |
Additional outstanding equity (as of Sept 30, 2024):
- Unvested RSUs outstanding: 3,900 (for non-employee directors other than specified exceptions)
Other Directorships & Interlocks
| Company | Role | Committee roles | Status/Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company board roles disclosed for Cohen in TFSL’s 2025 proxy |
Expertise & Qualifications
- Real estate operating and ownership experience (multifamily and commercial) supporting audit and risk oversight responsibilities.
- Independent director; member of Audit (Qualified Legal Compliance Committee) and Directors Risk committees.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Nature/Footnotes |
|---|---|---|---|
| Martin J. Cohen | 122,758 | <1% | Includes 1,069 shares held by spouse; 84,289 shares held in trust for which Cohen is trustee. Restricted stock units and earned performance share units are not included in beneficial ownership totals. |
| Unvested RSUs (director) | 3,900 | — | Unvested RSUs outstanding at 9/30/2024 for non-employee directors (except specified) |
| Hedging/Pledging | — | — | Company insider trading policy prohibits directors from hedging or pledging Company stock |
Governance Assessment
-
Strengths
- Independent status; service on key oversight committees (Audit and Directors Risk), with all members of these committees affirmed independent. Supports robust financial reporting and enterprise risk oversight.
- Real estate operating background aligns with TFSL’s lending/investment and interest-rate risk focus overseen by the Directors Risk Committee.
- Attendance and engagement meet standards: Board met 12 times; no director attended fewer than 75% of meetings; all directors attended the last annual meeting.
- Director equity awards (RSUs with dividend equivalents) align director incentives with shareholder outcomes; clear vesting/acceleration terms disclosed.
- Prohibition on hedging/pledging enhances ownership alignment and reduces misalignment risk.
-
Watch items / potential red flags
- Board leadership concentration (combined Chair/CEO) with no Lead Independent Director may constrain independent oversight; Vice Chair is a family member of the CEO, underscoring controlled governance dynamics.
- Controlled company status (MHC ownership ~81%) centralizes voting power; the full Board acts as Nominating Committee. Shareholder influence outside the MHC is structurally limited.
- Related-party context: Aggregate officer/director loans outstanding were minimal ($533 total) and on market terms; no Cohen-specific related-party transactions disclosed. Monitor ongoing disclosures.
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Director compensation structure
- Mix of cash retainers/fees and annual RSU grant; FY2024 reported totals for Cohen: fees earned/paid $38,000, stock awards $51,090, subsidiary board fee $30,000 (total $119,090). No chair premiums apply to Cohen.
-
Say-on-pay (broader governance sentiment)
- 2024 advisory vote on executive compensation received ~93% support of votes cast, signaling broad investor acceptance of compensation practices; not director-specific but relevant to overall governance climate.