Robert A. Fiala
TFS FinancialAbout Robert A. Fiala
Independent director of TFS Financial Corporation (TFSL), age 71, serving on the board since 2005; current term up for re‑election in 2025 for a three‑year term ending 2028 . Founding partner of ThenDesign (architecture firm founded in 1989), current Mayor of the City of Willoughby, Ohio, and former City Council member; brings operating experience as a business owner and extensive civic leadership, and serves as Chair of TFSL’s Compensation Committee . The Board affirmatively determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ThenDesign (architecture firm) | Founding Partner | Founded 1989; current | Operates one of the largest design firms in northern Ohio |
| City of Willoughby, Ohio | Mayor | Current | Civic leadership; prior member of City Council |
External Roles
| Category | Organization/Board | Role | Status |
|---|---|---|---|
| Public company directorships | — | — | None disclosed in proxy |
| Private company boards | — | — | Not disclosed |
| Non‑profit/academic boards | — | — | Not disclosed |
Board Governance
- Committees: Chair, Compensation Committee; also serves on the full Board acting as Nominating Committee. Not listed on Audit, Directors Risk, or Executive Committees .
- Independence: Board determined Mr. Fiala is independent; a majority of the Board and all members of Audit, Compensation, and Directors Risk Committees are independent .
- Attendance: Board met 12 times in FY2024; no director attended fewer than 75% of Board and committee meetings; Compensation Committee held 5 meetings in FY2024 .
- Governance structure: Combined Chair/CEO (no lead independent director); Vice Chair is Ashley Williams. Company is a “controlled company” under NASDAQ (MHC owns >50%; 80.9% as of 12/26/2024), so the full Board serves as nominating committee .
- Compensation oversight features: Compensation Committee engages an independent consultant (Exequity LLP) and incorporates risk assessments reviewed by the Directors Risk Committee into bonus determinations .
Fixed Compensation (Director Fees – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| TFSL annual retainer (Company board) | $30,000 | Paid in monthly installments |
| Committee meeting fees | $5,000 | $1,000 per meeting; Compensation Committee met 5x |
| Committee chair fee (Compensation) | $12,500 | Paid quarterly |
| Subtotal – TFSL company fees | $47,500 | Fees earned or paid |
| Third Federal Savings & Loan board retainer | $30,000 | Reported as “All Other Compensation” |
| Total Cash Fees | $77,500 | Sum of TFSL and S&L board cash |
Performance Compensation (Equity Grants – FY2024)
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Restricted Stock Units (annual grant) | Feb 22, 2024 | 3,900 | $51,090 | Vests in full Feb 21, 2025; dividend equivalent rights; acceleration on death, disability, retirement (retirement = board service cessation after age 72) or change in control; new‑director grants exclude retirement acceleration |
| Unvested RSUs outstanding (as of 9/30/24) | — | 3,900 | — | Outstanding as of fiscal year‑end |
Notes
- Director equity is service‑based (no performance metrics); dividend equivalent rights pay cash equal to dividends on underlying shares until vesting .
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Overlap/Interlock |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company interlocks disclosed in proxy |
Expertise & Qualifications
- Founding partner/operator of a large regional architecture firm; brings business ownership and operating acumen to compensation oversight .
- Significant civic leadership as Mayor of Willoughby; community ties relevant to TFSL’s local market .
- Committee leadership: Chair of Compensation Committee, with use of independent consultant and risk‑adjustment processes .
Equity Ownership
| Item | Value |
|---|---|
| Beneficially owned common shares | 70,800 |
| Shares outstanding (record date 12/26/2024) | 280,799,401 |
| Ownership as % of shares outstanding | ~0.025% (70,800 / 280,799,401) |
| Unvested RSUs at 9/30/24 | 3,900 |
| Hedging/Pledging policy | Prohibited for officers and directors |
Director Compensation (Detail – FY2024)
| Component | Amount (USD) |
|---|---|
| Fees earned or paid (Company board + committee fees/chair) | $47,500 |
| Stock awards (RSUs) | $51,090 |
| All other compensation (S&L board retainer) | $30,000 |
| Total | $128,590 |
Insider Filings and Trades
| Item | FY2024 Status |
|---|---|
| Section 16(a) filing timeliness | No late filings identified for Mr. Fiala in the Company’s delinquent filings disclosure |
| Reported Form 4 transaction detail | Not itemized in proxy; only delinquency disclosures provided |
Related‑Party and Conflict Review
- Related‑party transactions are reviewed by the Board and Audit Committee; aggregate loans to officers/directors and related entities totaled $533 as of 9/30/2024; all on market terms and performing; no specific transaction involving Mr. Fiala disclosed .
- Insider trading policy prohibits hedging and pledging of Company stock by directors (alignment positive) .
- Controlled company: Third Federal Savings and Loan Association of Cleveland, MHC holds ~80.9% of voting power; its vote is determinative on election and say‑on‑pay, limiting minority shareholder influence .
Say‑on‑Pay and Shareholder Feedback
- 2024 say‑on‑pay received ~93% support of votes cast; indicates limited shareholder opposition to compensation program design (noting controlled ownership) .
Governance Assessment
- Strengths: Independent director; strong committee leadership as Compensation Chair; use of independent consultant and explicit risk oversight in pay program; good attendance; prohibition on hedging/pledging; modest and transparent director pay with equity alignment via RSUs .
- Watch items: Combined Chair/CEO and no lead independent director; controlled company status concentrates voting power with the MHC; director equity is time‑based (no performance conditions) though appropriate for directors; dividend equivalents on RSUs may be viewed as shareholder‑unfriendly by some investors but are disclosed and standard for TFSL .
- No red flags identified for Mr. Fiala: no related‑party transactions, no Section 16 delinquencies, independent status affirmed .