Michael J. Carfagna
About Michael J. Carfagna
Michael J. Carfagna is Chief Information Officer (CIO) of Third Federal Savings and Loan Association of Cleveland (the Association), effective September 1, 2025; he is age 44 and joined the organization in 2014, progressing from project management to Marketing Research and then Information Technology leadership in 2020, culminating in managing all Information Systems operations before his CIO appointment . The company reported total assets of $17.36 billion as of June 30, 2025, providing operating context for the scale of technology oversight under the CIO remit . No education details, TSR, revenue growth, or EBITDA growth attributable to his tenure are disclosed in filings reviewed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Third Federal Savings and Loan Association of Cleveland | Project Manager (strategic business initiatives) | 2014 | Led projects on strategic initiatives as entry point to the company |
| Third Federal Savings and Loan Association of Cleveland | Manager, Marketing Research | 2014–2020 | Advanced customer and market insights prior to transition into IT roles |
| Third Federal Savings and Loan Association of Cleveland | Information Technology leadership; Manager, Information Systems operations | 2020–2025 | Managed various IT functions; culminated in running Information Systems operations |
| Third Federal Savings and Loan Association of Cleveland | Chief Information Officer | Sep 2025–present | Oversees enterprise IT; appointed by Board with focus on advancing IT capabilities |
External Roles
No external directorships or roles for Mr. Carfagna are disclosed in TFSL filings reviewed (8-K dated Aug 28, 2025; latest DEF 14A) .
Fixed Compensation
- Benefits commensurate with similarly situated associates; no specific base salary or bonus disclosures for Mr. Carfagna in public filings. The 8-K states he is provided benefits aligned to similarly situated associates and notes no related-party transactions requiring Item 404(a) disclosure .
- The company’s perquisite programs (executive physical exam, medical concierge for CEO, charter flight program with reimbursement for personal portions, supplemental executive split dollar life insurance) are disclosed for named executive officers; applicability to non-NEO executives like Mr. Carfagna is not specified .
Performance Compensation
Company programs disclosed (for named executive officers) indicate design levers; individual participation for Mr. Carfagna is not disclosed.
| Metric | Weighting | Target | Payout | Vesting/Structure |
|---|---|---|---|---|
| Adjusted Net Income vs Budget (annual performance-based cash bonus plan) | Drives total incentive pool for NEOs | Pool target equals 125% of CEO base + 100% of other NEO base salaries | 0% if <20% of budget; 20–110% interpolation between 20%–110%; capped at 110% if >110% of budget | Committee may reduce payouts based on enterprise risk assessment |
| Performance Share Units (PSUs) | Company-based long-term incentive | ROA (Return on Assets) metric over stated period | Zero to max shares based on performance; no stock options expected going forward (FY2024) | PSUs vest on ROA achievement; RSUs vest with time-based service |
| Equity Grant Cycle (FY2024 reference for NEOs) | Mix by role | Grants issued March 4, 2024; PSUs and RSUs at defined mix by executive category | Grant-date fair value based on closing price ($12.94 on Mar 4, 2024) | Outstanding awards and vesting tables disclosed for NEOs |
Equity Ownership & Alignment
- Insider trading policy prohibits officers and directors from hedging or pledging Company stock interests, reducing risk of forced selling or misalignment due to collateral calls .
- The Company does not maintain specific stock ownership guidelines for executive officers; alignment is supported through equity awards and historical purchases, with some previously granted RSUs for certain executives deferred until departure (NEO-specific) .
- Clawback policy compliant with SEC/NASDAQ Rule 10D-1 standards requires recoupment of erroneously awarded incentive-based compensation following required financial restatements over the prior three completed fiscal years .
Employment Terms
- Appointment: Board appointed Mr. Carfagna CIO effective September 1, 2025; age 44; background includes project management (2014), Marketing Research, and IT leadership from 2020 .
- Benefits: Provided benefits commensurate with similarly situated associates .
- Related-party transactions: Not party to any transaction requiring disclosure under Item 404(a) .
- Employment agreements/severance: Company discloses no employment or severance agreements for named executive officers; severance is reviewed case-by-case; equity plans provide for vesting acceleration upon certain terminations or change in control (potential payments discussed in proxy) . Specific contractual terms for Mr. Carfagna are not disclosed.
- Risk oversight context: Directors Risk Committee oversees cybersecurity and IT risks, receiving reports from the Chief Risk Officer and Technology Steering Committee, indicating formal governance over technology risk domains relevant to CIO responsibilities .
Investment Implications
- Retention risk appears manageable near term: appointment and lack of related-party transactions suggest clean governance; benefits commensurate with similarly situated associates imply standard executive packages without bespoke guarantees; however, absence of disclosed employment/severance agreements for executives could reduce retention lock-in versus peers with contractual protections .
- Alignment signals are mixed: strong guardrails via clawback and prohibition on hedging/pledging; but no formal stock ownership guidelines for executives could weaken prescribed “skin-in-the-game” targets, increasing variability in ownership alignment across non-NEO executives .
- Trading signals: prohibition on pledging reduces forced-sale risk; lack of disclosed Form 4 activity for Mr. Carfagna in reviewed filings limits visibility into near-term insider selling pressure; equity program relies on PSUs tied to ROA and time-based RSUs for NEOs, supporting performance linkage at the broader leadership level, though individual award data for Mr. Carfagna is not disclosed .