Timothy W. Mulhern
TFS FinancialAbout Timothy W. Mulhern
Timothy W. Mulhern serves as Vice President of TFS Financial Corporation and Chief Innovation Officer of Third Federal Savings and Loan as of January 1, 2024; he previously served as Chief Financial Officer and Treasurer, appointed effective January 15, 2022 . The proxy does not disclose age or education. His incentive design is tightly linked to company performance: annual cash bonuses are based on adjusted net income versus budget and subject to an enterprise-wide risk assessment, while long-term equity uses performance share units (PSUs) tied to return on average assets across two-year performance periods and time-based RSUs with dividend equivalents .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TFS Financial Corporation / Third Federal Savings & Loan | Chief Financial Officer and Treasurer | 2022–2023 | Appointed CFO effective Jan 15, 2022; led finance prior to leadership changes |
| TFS Financial Corporation / Third Federal Savings & Loan | Vice President; Chief Innovation Officer | 2024–Present | Board-approved leadership changes moved Mulhern to Innovation role effective Jan 1, 2024 |
External Roles
No external public company directorships or roles disclosed in the proxy for Mulhern .
Fixed Compensation
Base salary schedule set by the Compensation Committee (no changes for 2024); annual performance-based cash bonus linked to adjusted net income and allocated by incentive pool share.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (annual schedule) ($) | 300,000 | 340,000 | 340,000 |
| Target Bonus ($) | — | 340,000 | 340,000 |
| Actual Bonus Paid ($) | 330,000 | 326,348 | 374,000 |
| Summary Comp Salary ($) | 289,566 | 330,000 | 340,000 |
| Stock Awards ($) | 170,880 | 220,409 | 157,868 |
| Non-Equity Incentive ($) | 330,000 | 326,348 | 374,000 |
| Change in Pension/Deferred Earnings ($) | — | 796 | 1,923 |
| All Other Compensation ($) | 28,091 | 49,432 | 39,693 |
| Total Compensation ($) | 818,537 | 926,985 | 913,484 |
All Other Compensation detail (selected components):
- 401(k) company contributions: $16,449 (2022); $21,057 (2023); $16,158 (2024) .
- Benefit Equalization Plan company contributions: $0 (2022); $13,274 (2023); $13,766 (2024) .
- Perquisites: $8,333 (2022); $8,333 (2023); $2,761 (2024) .
Performance Compensation
Annual cash bonus is formulaic to adjusted net income versus budget, capped at 110% of target; the Committee may reduce payouts based on an enterprise-wide risk assessment. PSUs are earned 0–150% based on ROAA over two fiscal years; RSUs vest 33⅓% annually and both RSUs/PSUs carry dividend equivalents.
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus FY2023 | Adjusted Net Income vs budget | Pool: 9.41% allocated to Mulhern | $340,000 | $326,348 (96%) | Cash after year-end |
| Annual Cash Bonus FY2024 | Adjusted Net Income vs budget | Pool: 9.41% allocated to Mulhern | $340,000 | $374,000 (110%) | Cash after year-end |
| PSUs (granted 12/15/2022) | ROAA (2-year FY2023–FY2024) | ~60% of LTI for NEOs (ex-PEO) | 9,700 sh target | Earn 0–150% (threshold 0.3%; target 0.5%; max 0.7%+) | Vest ~Dec 2025, 3rd year |
| RSUs (granted 12/15/2022) | Time/Service | ~40% of LTI for NEOs (ex-PEO) | 6,400 sh | Dividend equivalents; distributed at vest | 33⅓% annually starting ~Dec 2023 |
| PSUs (granted 3/4/2024) | ROAA (2-year FY2024–FY2025) | ~47% of LTI for Mulhern | 5,700 sh target | Earn 0–150% (0.3%/0.5%/0.7%+) | Vest Dec in 3rd year (Dec 2026–2027 cycle) |
| RSUs (granted 3/4/2024) | Time/Service | ~53% of LTI for Mulhern | 6,500 sh | Dividend equivalents; distributed at vest | 33⅓% annually starting ~Dec 2024 |
Additional realized data:
- FY2023 stock vested/distributed: 1,266 sh; value realized $17,737; no option exercises .
Equity Ownership & Alignment
Beneficial ownership is modest (<1%), with meaningful unvested RSUs/PSUs and one legacy option; company has no formal executive stock ownership guidelines but uses RSUs/PSUs and dividend equivalents to align.
| Ownership Metric | 2023 (as of Dec 27, 2023) | 2024 (as of Dec 26, 2024) |
|---|---|---|
| Beneficially Owned Shares | 37,302 (less than 1%) | 43,222 (less than 1%) |
| RSUs/PSUs excluded from beneficial count | 11,044 sh (Mulhern) | 15,198 sh (Mulhern) |
| Options Exercisable | 5,000 @ $14.74 exp 1/5/2028 | 5,000 @ $14.74 exp 1/5/2028 |
Outstanding unvested awards at FY2024 year-end (9/30/2024):
- RSUs: 1,267 (2021 grant); 4,267 (2022 grant); 6,500 (2024 grant) → total 12,034 .
- PSUs: 5,510 (2021 grant); 8,730 (2022 grant); 5,700 (2024 grant) → total 19,940 .
- RSU scheduled vesting: 12/10/2024: 5,566; 12/10/2025: 4,301; 12/10/2026: 2,167 .
- PSU scheduled distribution windows: 12/10/2024: 5,510; 12/10/2025: 8,730; 12/10/2026: 5,700 (subject to performance) .
Alignment policies:
- No specific executive stock ownership guidelines; Committee views existing equity and awards as sufficient alignment .
- RSUs/PSUs include dividend equivalents (cash paid at vest/distribution) .
- Pledging/hedging policies not specifically disclosed for executives in the proxy sections cited .
Employment Terms
- No individual employment or severance agreements; severance reviewed case-by-case .
- Change-in-control (single trigger) and death/disability: immediate vesting of stock options, RSUs, and PSUs; retirement vesting rules prorate based on timing .
- Retirement eligibility: age 65, or age 62 with 15 years continuous service .
- Mulhern is not a participant in the frozen defined benefit Retirement Plan (joined after plan closed) .
Potential payments upon termination/CIC (assumes event on fiscal year-end):
| Scenario | FY2023 RSUs ($) | FY2023 PSUs ($) | FY2023 Total ($) | FY2024 RSUs ($) | FY2024 PSUs ($) | FY2024 Total ($) |
|---|---|---|---|---|---|---|
| Death | 235,620 | 179,782 | 415,402 | 154,757 | 256,428 | 411,185 |
| Disability | 235,620 | 179,782 | 415,402 | 154,757 | 256,428 | 411,185 |
| Change in Control | 235,620 | 179,782 | 415,402 | 154,757 | 256,428 | 411,185 |
| Other Termination | — | — | — | — | — | — |
Clawback:
- SEC Rule 10D-1 compliant clawback policy adopted; recovery of erroneously awarded incentive-based compensation over prior three fiscal years upon a required financial restatement .
Investment Implications
- Pay-for-performance linkage is robust and transparent: annual bonuses driven by adjusted net income versus budget with a risk overlay; 2024 payouts at 110% of target reflect performance above plan, while 2023 at 96% reflect below-plan performance .
- Long-term equity tilts toward ROAA-based PSUs and dividend-equivalent RSUs; 2024 awards were reduced for most NEOs as a cost management step, modestly shifting mix toward time-based RSUs for some (Mulhern ~53% RSUs/47% PSUs), which may slightly lower at-risk pay, but performance linkage remains meaningful via PSUs .
- Insider selling pressure appears contained: limited vesting distributions (1,266 shares in FY2023) and no recent option exercises; however, scheduled RSU/PSU vesting over 2024–2026 represents known supply that investors should monitor against buyback/dividend flows .
- Governance and retention: absence of personal employment/severance agreements limits guaranteed payouts; single-trigger CIC acceleration exists (common in some bank plans) and should be weighed in M&A scenarios; clawback policy provides downside protection on restatements .
- Ownership alignment is moderate (beneficially owned <1%) but supported by meaningful unvested equity and dividend equivalents; lack of formal ownership guidelines is offset by continuing RSU/PSU grants .
- Shareholder support for compensation remains strong (≈93% say-on-pay approval in 2024), and peer benchmarking is maintained via a defined comparator group of regional banks and mortgage finance companies, reducing pay inflation risk from ratcheting .
Supporting Details and References
- Role changes and coverage of named executive officers .
- CFO appointment date .
- Base salary schedule and incentive pool allocation .
- Annual bonus determination mechanics and reconciled adjusted net income .
- FY2023 and FY2024 bonus payouts .
- Grants of plan-based awards and share counts .
- LTI design (RSUs/PSUs, dividend equivalents, ROAA thresholds) .
- Outstanding awards and vesting schedules .
- Option exercises and stock vested .
- Ownership tables and excluded RSUs/PSUs .
- Employment/severance policy and clawback .
- Termination/CIC payout values .
- Pension plan participation .
- Say-on-pay support .
- Peer group methodology .