Terrence L. Bauer
TFS FinancialAbout Terrence L. Bauer
Terrence L. Bauer (age 68) was appointed to the TFSL Board on October 24, 2024, and is standing for re‑election at the February 20, 2025 annual meeting for a two‑year term expiring in 2027 to balance director classes . He has 30+ years of executive leadership experience and is currently CEO of Specialdocs Consultants (since 2016), with prior roles including Strategy Practice Leader at Stroudwater Associates, Co‑Founder/CEO/Director of Orion HealthCorp, and managing partner at Bauer Health focused on M&A and growth for healthcare companies and private equity firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Specialdocs Consultants | Chief Executive Officer | Since 2016 | Drives growth and long‑term strategic planning for company and medical practice clients |
| Stroudwater Associates | Strategy Practice Leader | Not disclosed | Healthcare management consulting leadership |
| Orion HealthCorp | Co‑Founder, Chief Executive Officer, Director | Not disclosed | National physician management, revenue cycle, and GPO operations leadership |
| Bauer Health | Managing Partner | >10 years (described as “more than a decade”) | M&A strategies and consulting for healthcare companies and PE firms |
External Roles
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| Specialdocs Consultants | CEO | Private (not identified as public) | Current role |
| Other public company directorships | — | — | No other public company boards disclosed in TFSL proxy or related 8‑K |
Board Governance
- Independence: The Board affirmatively determined Mr. Bauer is independent under NASDAQ rules .
- Appointment and term: Appointed October 24, 2024; nominated at the 2025 annual meeting for a two‑year term expiring 2027 to balance director classes .
- Committees: As of September 30, 2024 committee rosters (pre‑appointment), he is not listed; no subsequent committee assignments are disclosed in the 8‑K .
- Board structure: TFSL is a controlled company (TFS, MHC owns 80.9% as of Dec 26, 2024), with combined Chair/CEO and no lead independent director; majority independent board; non‑management directors meet in executive session .
- Attendance: For FY2024, no director attended fewer than 75% of meetings; this predates Mr. Bauer’s appointment (no attendance data for him yet) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| TFSL Board annual retainer (cash) | $30,000 | Paid monthly |
| Third Federal Savings & Loan Board annual retainer (cash) | $30,000 | Paid monthly; all TFSL directors also serve on the bank board |
| Committee meeting fees | $1,000 per meeting attended | Audit, Compensation, Executive, Directors Risk committees |
| Committee chair annual fee | $12,500 (quarterly installments) | For chair roles |
| FY2024 compensation received | None for Bauer | He became a director after FY2024 year‑end |
Policies
- Director RSUs accrue dividend equivalents in cash and generally vest in full on the next annual vest date (Feb 21, 2025 for 2024 annual grants); acceleration upon death, disability, or change in control; “new director” grants do not accelerate on retirement .
- Insider trading policy prohibits hedging or pledging by directors .
Performance Compensation
| Grant type | Grant date | Units | Vesting/Terms | Source |
|---|---|---|---|---|
| Annual director RSU grant (non‑employee directors, 2024) | Feb 22, 2024 | 3,900 per director (Vice Chair 5,850) | Vest in full on Feb 21, 2025; dividend equivalents in cash; accelerated vesting on death/disability/CoC (new‑director grants exclude retirement acceleration) | |
| New‑director RSU grant to Bauer | Dec 19, 2024 | 36,100 | RSUs awarded; vesting schedule not disclosed in filings; director‑level equity with dividend equivalents policy applies generally | Form 4: https://www.sec.gov/Archives/edgar/data/1381668/000138166824000182/0001381668-24-000182-index.htm |
Note: Mr. Bauer did not receive FY2024 cash retainers or the Feb 2024 annual director RSU due to his post‑year‑end appointment; his onboarding equity was disclosed via Form 4 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in TFSL proxy or 8‑K |
| Interlocks/related entities with TFSL customers/suppliers | None disclosed; 8‑K states no Item 404(a) related‑party transactions involving Bauer |
| Arrangements/understandings for director role | None; 8‑K states there are no arrangements or understandings pursuant to which he became a director |
Expertise & Qualifications
- Executive leadership and growth strategy across healthcare services; founder/CEO experience (Orion HealthCorp) and healthcare consulting leadership (Stroudwater) .
- M&A and private equity advisory exposure through Bauer Health; broad operating and strategic planning experience applicable to risk oversight and long‑term planning .
Equity Ownership
| Holding type | Amount | % of outstanding | Notes |
|---|---|---|---|
| Common stock beneficially owned | 0 shares | <1% | As of Dec 26, 2024 record date |
| Unvested RSUs (director grants) | 36,100 units | N/A | Reflected as unvested RSUs; noted in proxy footnote and granted Dec 19, 2024 |
Ownership policy and risk
- Insider policy prohibits hedging/pledging by officers and directors, reducing alignment risk from derivatives/pledges .
- Controlled company structure (80.9% MHC) concentrates voting control, which can limit minority shareholder influence on director elections and governance .
Insider Filings (Form 3/4)
| Filing | Transaction date | Type | Securities | Quantity | Post‑txn holdings | Link |
|---|---|---|---|---|---|---|
| Form 3 | Oct 24, 2024 | Initial statement | — | — | — | https://www.sec.gov/Archives/edgar/data/1381668/000138166824000134/0001381668-24-000134-index.htm |
| Form 4 | Dec 19, 2024 | Award (A) | Restricted Stock Units | 36,100 | 36,100 | https://www.sec.gov/Archives/edgar/data/1381668/000138166824000182/0001381668-24-000182-index.htm |
Governance Assessment
Strengths
- Independent director with substantial CEO/consulting background, adding operating and strategic expertise to a board overseeing interest rate, lending, and cybersecurity risks .
- No Item 404 related‑party transactions; no special arrangements for appointment; standard non‑employee director compensation policies apply .
- Meaningful equity alignment via RSUs (36,100 units new‑director grant), with dividend equivalents and standard vesting features designed to align with shareholder outcomes .
Risks/Watch‑items
- Controlled company (TFS, MHC 80.9%) with combined Chair/CEO and no lead independent director; this structure may constrain independent board influence and shareholder accountability despite a majority of independent directors .
- Limited disclosure of committee assignments for Bauer post‑appointment; monitor 2025 committee compositions for Audit/Compensation/Directors Risk participation which materially affects oversight leverage .
- Family relationship on board (Vice Chair Ashley H. Williams is CEO’s daughter), a governance sensitivity in a controlled structure; elevates the importance of independent director engagement and attendance in executive sessions .
Contextual shareholder sentiment
- Say‑on‑pay support was ~93% at the Feb 22, 2024 meeting, indicating generally favorable investor sentiment toward compensation governance; continued monitoring warranted as the board evolves .
Appendix: Director Compensation Structure (FY2024)
- Annual retainer: $30,000 (TFSL) + $30,000 (Bank) .
- Committee meeting fees: $1,000 per meeting; chair additional $12,500 annually .
- 2024 annual director RSU grant: 3,900 units per director (Vice Chair 5,850); vest 2/21/2025; dividend equivalents in cash; certain accelerations; new‑director grants exclude retirement acceleration .