Terrence R. Ozan
TFS FinancialAbout Terrence R. Ozan
Independent director of TFS Financial Corporation since 2011; age 78; current term expires in 2026. Former CEO of worldwide consulting at Ernst & Young and CEO of Capgemini’s North American operations; retired from Capgemini’s board in 2014 after 14 years. Chairs TFSL’s Directors Risk Committee and is affirmed independent under NASDAQ rules. Board met 12 times in FY2024; no director attended fewer than 75% of Board and committee meetings, and all directors attended last year’s annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capgemini | CEO, North American operations; Executive Member, Global Management Committee | Retired from board in 2014 after 14 years | Leadership of global consulting/outsourcing; retired from Capgemini board after long tenure |
| Ernst & Young | CEO, Worldwide Consulting Services; Director of various U.S. business units | Nearly 30 years | Governance committees; led large consulting operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Multiple privately held companies | Director | Not disclosed | Current service on boards of private companies (no public company directorships disclosed) |
Board Governance
- Committee assignments:
- Directors Risk Committee: Chair (Ozan); members Anderson, Cohen; 4 meetings in FY2024
- Nominating: Full Board acts as nominating committee (Ozan participates as director)
- Independence: Board determined Ozan is independent; majority of Board and all Audit, Compensation, and Directors Risk Committee members are independent
- Attendance and engagement: Board met 12 times (same for Association board); no director below 75% attendance; all directors attended prior annual meeting; non‑management directors meet periodically in executive session
- Leadership and controlled company context:
- Combined Chair/CEO structure; no lead independent director; majority independent and executive sessions used to maintain oversight
- Company is a “controlled company”; MHC owned 80.9% of shares as of Dec 26, 2024, making its vote determinative
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Company annual retainer | $30,000 | Paid monthly |
| Committee fees | $16,500 | Meeting fees and committee service (includes chair service credit in committee fees) |
| Chair stipend | $12,500 | Annual stipend for committee chair role (included in committee fees total) |
| Association board retainer (Third Federal S&L) | $30,000 | Shown as “All Other Compensation” |
| Total FY2024 director compensation (Company + Association) | $127,590 | Sum of fee earned, stock award value, and Association board fees |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Dividend Equivalents | Acceleration Terms |
|---|---|---|---|---|---|---|
| RSUs (annual director grant) | Feb 22, 2024 | 3,900 | $51,090 | Vests in full on Feb 21, 2025 | Yes | Accelerates on death, disability, retirement (age ≥72 for directors), or change in control; new director grants exclude retirement acceleration |
| RSUs vested during FY2024 | — | 5,100 | — | Vested in FY2024 for most non‑employee directors, including Ozan | — | — |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ozan
- Prior public company boards: Capgemini (retired 2014 after 14 years)
- Family relationships: Vice Chair Ashley H. Williams is daughter of CEO Marc A. Stefanski (board dynamic consideration; not an Ozan conflict)
- Controlled company: MHC ownership (80.9%) shapes voting outcomes; relevant to minority investor influence and board accountability frameworks
Expertise & Qualifications
- Deep consulting and operations leadership (Ernst & Young global consulting CEO; Capgemini North America CEO) supporting enterprise risk oversight and operational rigor
- Banking experience noted by the board; enhances risk management and oversight on Directors Risk Committee
Equity Ownership
| Holder | Beneficial Shares | % of Class | Unvested RSUs Outstanding (as of Sep 30, 2024) | Pledging/Hedging |
|---|---|---|---|---|
| Terrence R. Ozan | 85,900 | <1% | 3,900 | Company insider trading policy prohibits hedging and pledging by officers and directors |
- Insider trading activity and disclosures:
- Filed Form 4s in Dec 2024 and Feb 2025 reflecting transactions (e.g., equity award activity); see SEC filing index references and specific Form 4 resource and coverage
Governance Assessment
- Strengths:
- Independent status; chairs Directors Risk Committee with defined oversight across interest rate, investment, lending, cybersecurity/IT risks; integration with ALCO and Investment Committee reporting cadence
- High board/committee engagement (no attendance issues); periodic executive sessions support independent oversight
- Director pay mix balanced: cash retainer + meeting/chair fees with annual RSUs that vest in one year and include dividend equivalents; alignment improved by equity grants and prohibition on hedging/pledging
- Risk indicators and potential red flags:
- Controlled company status (MHC at 80.9%) reduces the impact of minority votes on director elections and say‑on‑pay; governance relies on independent committee rigor and transparency to sustain investor confidence
- No lead independent director; combined Chair/CEO structure requires stronger committee independence and executive session usage (present, but remains a structure consideration)
- Related‑party environment: minimal aggregate loans to officers/directors ($533) on market terms and compliant with banking regulations; monitoring is via Audit Committee review and Board abstentions on interested transactions
- Section 16 compliance: late filings reported for several officers/directors in FY2024; Ozan not listed among late filers in that disclosure
- Overall view: Ozan’s risk oversight leadership, independence, and attendance are positives for board effectiveness. Structural factors (controlled company, no lead independent) mean the Directors Risk, Audit, and Compensation committees must continue robust, transparent practices to maintain investor confidence—Ozan’s chair role is a key anchor in that framework.