Meredith S. Weil
TFS FinancialAbout Meredith S. Weil
Meredith S. Weil is Chief Financial Officer, Secretary and Treasurer of TFS Financial (TFSL), serving on the Board since 2014 and named CFO effective January 1, 2024; she joined Third Federal Savings & Loan in 1999 and has worked in banking since 1992 (age 58) . In FY2024 TFSL generated $79.6M net income (+6% YoY) amid margin compression, with deposits up 8% and assets at $17.09B; cumulative TSR over the last four years tracked earnings and adjusted earnings directionally per the Pay vs. Performance disclosure (2024 TSR value of initial $100: $118) . The Board determined Weil is not independent due to her executive role; hedging and pledging of company stock by officers and directors is prohibited, and the company maintains a clawback policy consistent with Dodd-Frank/NASDAQ rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Third Federal Savings & Loan (TFSL) | Chief Financial Officer, Secretary & Treasurer | 2024–present | Executive leadership over finance; senior financial officer under Code of Ethics |
| Third Federal Savings & Loan (TFSL) | Chief Operating Officer | 2012–2023 | Led operations; duties absorbed by Weil and others after 2023 |
| Third Federal Savings & Loan (TFSL) | Regional Manager, Retail Delivery Operations | Not disclosed | Oversight of retail delivery operations |
| Third Federal Savings & Loan (TFSL) | Head of Customer Service, Internet Services and Marketing | Not disclosed | Led customer service and digital/marketing functions |
| Banking industry | Industry experience | Since 1992 | Long-tenured banking operator |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cleveland Orchestra | Trustee | Not disclosed | Non-profit governance involvement |
| Hawken School | Trustee | Not disclosed | Educational institution governance |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 556,756 | 575,000 | 575,000 |
| Stock Awards ($) | 421,860 | 485,995 | 350,674 |
| All Other Compensation ($) | 105,414 | 96,677 | 89,579 |
| FY2024 Fixed/Benefits Detail | Amount ($) |
|---|---|
| 401(k) company contributions | 15,150 |
| ASOP contributions | 6,648 |
| Benefit Equalization Plan company contribution | 29,330 |
| Supplemental Executive Split Dollar Life Insurance | 569 |
| Perquisites (Financial/Retirement/Estate Planning) | 37,882 |
| Total All Other Compensation | 89,579 |
Notes:
- Executive perquisites for Weil in FY2024 were financial/retirement/estate planning only; no car, concierge, flight, security, or membership fees disclosed for her .
- No employment or severance agreements are in place for TFSL executives; severance considered case-by-case .
Performance Compensation
| Annual Incentive (FY2024) | Target | Actual | Payout Basis | Payout Outcome |
|---|---|---|---|---|
| Bonus opportunity ($) | 575,000 | 632,500 | Adjusted net income vs. budget; pool allocation 15.91% for Weil | 110% of target (pool at 123.6% of target earnings) |
| LTI Awards (Granted Mar 4, 2024) | Share Units | Grant-date Fair Value ($) | Vesting | Dividend Equivalents |
|---|---|---|---|---|
| RSUs | 14,400 | 186,336 | 33 1/3% annually over ~3 years from 1st anniversary; special retirement payout mechanics for certain legacy grants | Yes; cash equivalents paid on dividend dates |
| PSUs (Target) | 12,700 (Threshold 6,350; Max 19,050) | 164,338 | Earned based on ROAA 2-year performance (FY2024–FY2025); vest in Dec of 3rd year | Yes; paid on distribution with earned shares |
| PSU Performance Grid (FY2024–FY2025) | ROAA | Earnout (% of Target) |
|---|---|---|
| Below Threshold | < 0.3% | 0% |
| Threshold | 0.3% | 50% |
| Target | 0.5% | 100% |
| Maximum | ≥ 0.7% | 150% |
Prior PSU Earnouts:
- FY2022–FY2023 ROAA was 0.46% → 90.0% PSU earnout (Dec 2025 vest) .
- FY2021–FY2022 ROAA was 0.48% → 95% PSU earnout (Dec 2024 vest) .
Compensation structure notes:
- 2024 LTI mix for Weil was approximately 47% PSUs and 53% RSUs; TFSL reduced LTI values pro‑actively in 2024 given a challenging economic cycle .
- Annual bonus pool was risk‑adjusted capable; no downward adjustment was applied in FY2024 after Directors Risk Committee review .
Equity Ownership & Alignment
| Beneficial Ownership (as of Dec 26, 2024) | Shares |
|---|---|
| Total beneficially owned | 480,292 |
| Shares w/ shared voting (spouse) | 105,527 |
| 401(k) shares | 348 |
| ASOP shares | 17 |
| Options exercisable within 60 days | 374,400 |
| Outstanding Equity Awards (9/30/2024) | Count | Market/Payout Value Basis |
|---|---|---|
| RSUs not yet vested | 14,400 | $12.86 closing price basis |
| PSUs not yet vested | 12,700 (2024 grant), 19,170 (2022 grant), 13,490 (2021 grant) | $12.86 closing price basis |
| Options outstanding | 32,400 (2014, $14.85), 108,300 (2015, $14.81), 24,200 (2015, $19.06), 54,400 (2016, $19.31), 187,500 (2018, $14.74) | TFSL stock at $12.86 on 9/30/2024 (most strikes above spot) |
| Scheduled Vesting (Shares) | 12/10/2024 | 12/10/2025 | 12/10/2026 |
|---|---|---|---|
| RSUs (Weil) | 12,700 | 9,534 | 4,800 |
| PSUs (Weil) | 13,490 | 19,170 | 12,700 |
Alignment and policy:
- Stock ownership guidelines: TFSL has no specific executive ownership guidelines; legacy RSUs of 3,600 for Weil will be distributed only upon termination of employment (not during service), enhancing retention .
- Hedging and pledging of company stock by officers and directors is prohibited under the insider trading policy; the policy is publicly posted and referenced in the 10‑K .
- Clawback policy compliant with SEC/NASDAQ: recovery of erroneously awarded incentive compensation for three fiscal years preceding a required accounting restatement .
Employment Terms
| Provision | Terms |
|---|---|
| Employment/Severance Agreements | None; severance reviewed case‑by‑case |
| Change‑in‑Control (CIC) | Equity awards vest in full upon CIC; acceleration also for death/disability; defined CIC includes >25% stake acquisition, board turnover, merger/asset sale, liquidation, or successful tender |
| Retirement Treatment | RSUs/PSUs have retirement acceleration mechanics; certain legacy RSUs for Weil pay upon termination |
| Hypothetical Termination/CIC Value for Weil (as of 9/30/2024) | Death ($) | Disability ($) | Change in Control ($) | Other Termination ($) |
|---|---|---|---|---|
| RSUs | 393,953 | 393,953 | 393,953 | 46,296 |
| PSUs | 583,330 | 583,330 | 583,330 | — |
| Total | 977,283 | 977,283 | 977,283 | 46,296 |
Board Governance
- Board service: Director since 2014; CFO since 2024; not independent due to employment .
- Committee roles: Listed on Nominating (full Board acts as Nominating under “controlled company” status); Weil does not serve on Audit, Compensation, Directors Risk, or Executive committees .
- Attendance: Board met 12 times in FY2024; no director attended fewer than 75% of meetings; all directors attended the annual meeting .
- Director compensation: Weil receives no director fees; executive compensation detailed separately .
- Board structure: CEO is also Chair; Vice Chair is Ashley H. Williams; no Lead Independent Director; majority of directors and all key committees (Audit, Compensation, Directors Risk) are independent; non‑management directors meet in executive session periodically .
Compensation Committee Analysis
- Composition: Independent directors Fiala (Chair), Mulligan, Ringenbach, Weir; 5 meetings in FY2024 .
- Consultant: Exequity LLP engaged; independence reviewed with no conflicts identified .
- Comparator group: Regional banks/thrifts and mortgage financing peers around 0.5x–2x TFSL asset size; examples include BankUnited, Cathay General Bancorp, Community Bank System, Provident Financial Services, Trustmark, WSFS, and others .
- Say‑on‑Pay: 93% approval at Feb 22, 2024 annual meeting; no significant changes made due to vote .
Performance & Track Record
| Indicator | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Net Income ($M) | 81.0 | 74.6 | 75.3 | 79.6 |
| Adjusted Net Income ($M) | 67.7 | 80.6 | 77.3 | 79.6 |
| Value of $100 – TFSL TSR | 137 | 100 | 100 | 118 |
Operational context for FY2024:
- Assets +$172.8M to $17.09B; deposits +$745.3M (+8%) to $10.20B; home equity portfolio +$854.8M to $3.89B; residential mortgage portfolio −$693.0M to $11.39B amid high-rate environment; net interest margin 1.69% (−11bps); interest rate spread 1.38% (−19bps) .
Risk Indicators & Red Flags
- Controlled company: MHC owns 80.9% of common stock; Board/compensation votes are determinative via MHC .
- No employment/severance agreements: Flexibility but potential retention risk in tight talent markets .
- Section 16(a) compliance: Late Form 4 filings disclosed for several insiders, including Weil, related to PSU performance achievements still subject to service conditions (administrative timing) .
- Hedging/pledging: Prohibited under insider trading policy (alignment positive) .
- Equity vesting over 2024–2026: Significant RSU/PSU vesting dates may create sell‑pressure windows; however, legacy RSUs for Weil pay upon termination, reducing near‑term selling .
- Options moneyness: Various legacy option strikes (14.74–19.31) above 9/30/2024 close ($12.86), implying out‑of‑the‑money status and little exercise pressure currently .
Equity Ownership & Guideline Compliance
- No formal executive stock ownership guidelines; legacy RSU deferral mechanics enhance retention for Weil; clawback policy in force .
- Beneficial ownership 480,292 shares; options exercisable within 60 days: 374,400; direct and shared holdings disclosed; <1% of shares outstanding .
Compensation Structure Observations (Management confidence signals)
- Shift in mix: 2024 reduced LTI values; PSU proportion remained significant (47%) for Weil, reinforcing pay‑for‑performance via ROAA .
- Annual incentive: Purely formulaic on adjusted net income with risk overlay; FY2024 pool paid at cap (110%) on 123.6% of target earnings .
- No stock option grants in FY2024; TFSL does not expect options to be part of forward equity grants (lower risk profile vs. options) .
Related Party Transactions
- Officer/director loans: Aggregate outstanding $533 as of 9/30/2024; all on market terms and compliant with banking regulations .
- Director/officer relationships: Disclosure of CEO family employment and board roles (e.g., Vice Chair is CEO’s daughter); Weil’s related transactions not disclosed beyond Section 16 timing .
Employment & Contracts (Retention risk, transition analysis)
- Start date at TFSL: 1999; Board since 2014; CFO since 2024; COO 2012–2023 .
- Contract term/renewal/non‑compete/non‑solicit: Not disclosed (no employment agreements) .
- Post‑termination: Deferred comp and pension mechanics disclosed; retirement and CIC equity acceleration defined .
Investment Implications
- Alignment: Weil’s compensation is tied to adjusted net income (annual) and ROAA (multi‑year PSUs), with clawback and anti‑hedging/pledging policies supporting shareholder alignment; legacy RSU deferral until termination further reduces near‑term sell pressure .
- Retention: No employment agreements or guaranteed severance could pose retention risk; however, multi‑year vesting schedules and deferred RSUs provide meaningful stickiness through 2026 .
- Execution: Prior PSU earnouts at 90–95% reflect consistent ROAA delivery; FY2024 net income improved despite margin compression, indicating disciplined cost management under the executive team including the CFO .
- Governance: Weil’s dual role (CFO + director) within a controlled company limits independence optics but key committees remain independent; no director fees paid to Weil .
- Trading signals: Watch vesting dates (Dec 2024/2025/2026) for potential liquidity events; options largely OTM at $12.86 close as of 9/30/2024, reducing option‑driven selling pressure currently .