William C. Mulligan
TFS FinancialAbout William C. Mulligan
Independent director; age 71; TFSL director since 2007. Former Senior Advisor (retired August 2022) and prior Managing Director/Managing Partner at Primus Capital; earlier consultant at McKinsey & Company. Current director at Universal Electronics, Inc. (NASDAQ: UEIC); designated TFSL Audit Committee financial expert. Core credentials: broad business, financial, and risk management expertise; chairs TFSL’s Audit Committee and serves on Compensation and Nominating (full-board) committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primus Capital Funds | Senior Advisor (retired Aug 2022); previously Managing Director/Managing Partner | Through Aug 2022 | Private equity oversight; broad exposure across functional areas; enhances financial and risk management capabilities on TFSL Board |
| McKinsey & Company | Consultant | Not disclosed | Strategy and operations experience; supports audit and compensation oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Universal Electronics, Inc. (NASDAQ: UEIC) | Director | Current | Public company directorship; governance and financial oversight experience |
| Nonprofit organizations (several) | Trustee | Current | Community and governance involvement; specific entities not disclosed |
Board Governance
- Independence: Affirmatively determined independent under NASDAQ rules; sits on independent committees (Audit, Compensation) .
- Committee assignments and activity:
- Audit Committee: Chair; Audit Committee financial expert; met 4 times in FY2024 .
- Compensation Committee: Member; met 5 times in FY2024 .
- Nominating: Full Board acts as nominating committee; Mulligan participates .
- Attendance and engagement: Board met 12 times in FY2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the last annual meeting .
- Executive sessions: Non-management directors meet periodically in executive session .
- Context: TFSL is a “controlled company” (MHC owns ~80.9%); no lead independent director, but majority-independent Board and independent committees .
| Committee | Role | FY2024 Meetings | Independence Status |
|---|---|---|---|
| Audit | Chair; financial expert | 4 | Independent |
| Compensation | Member | 5 | Independent |
| Nominating (full Board) | Member (Board acts as nominating committee) | 1 | Majority-independent Board |
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual Director Retainer (TFSL) | $30,000 | Paid monthly |
| Committee Fees (per meeting) | $1,000 | Applies to Audit, Compensation, Executive, Directors Risk committees |
| Committee Chair Stipend | $12,500 | Annual, for Audit/Comp/Risk/Executive chairs; Mulligan is Audit Chair |
| Mulligan Committee Fees (aggregate) | $21,500 | Includes per-meeting fees and chair stipend |
| Subsidiary Board Retainer (Third Federal S&L) | $30,000 | “All Other Compensation” reflects S&L board fees |
| FY2024 RSU Grant | 3,900 units | Granted 2/22/2024; grant-date value $51,090; vests 2/21/2025; dividend equivalent rights |
| FY2024 Total Director Compensation | $132,590 | Fees $51,500 + Stock Awards $51,090 + S&L Board Fees $30,000 |
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics disclosed for director grants. RSUs carry dividend equivalent rights and accelerate under death/disability/change-in-control; retirement acceleration defined as board service cessation after age 72 (Mulligan is 71) .
| Metric | Applies to Director Equity? | Notes |
|---|---|---|
| Financial/operational performance metrics | No | Director RSUs time-based; no PSU structure for directors |
| Dividend equivalents | Yes | Cash paid equal to declared dividends on underlying RSUs |
| Retirement acceleration threshold | Yes | Retirement defined as cessation after age 72; new director grants exclude retirement acceleration |
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Universal Electronics, Inc. | NASDAQ: UEIC | Director | No TFSL-related party transactions disclosed involving Mulligan |
Expertise & Qualifications
- Audit/financial leadership: Audit chair; SEC-designated audit committee financial expert .
- Private equity and consulting background: Primus Capital (MD/MP; Senior Advisor) and McKinsey & Company; broad exposure to corporate finance, risk, and operational disciplines .
- Industry/community perspective: Director service and nonprofit trustee roles strengthen oversight and stakeholder context .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned TFSL common shares | 63,800 | As of 12/26/2024 |
| Shares outstanding (for % calc) | 280,799,401 | Record date 12/26/2024 |
| Ownership as % of shares outstanding | ~0.0227% | Derived from 63,800 / 280,799,401 |
| FY2024 RSU vesting (directors including Mulligan) | 5,100 shares vested | Most non-employee directors had 5,100 shares vest in FY2024 |
| Unvested RSUs at 9/30/2024 | 3,900 | Outstanding prior to 2/21/2025 vest date |
| Hedging/pledging status | Prohibited | Insider trading policy bars hedging/pledging by officers/directors |
Governance Assessment
- Positives:
- Independent director with strong financial expertise; Audit Chair and SEC “financial expert” designation support robust oversight of reporting, controls, and compliance .
- Active committee engagement; member of Compensation and Nominating (full Board), reinforcing governance breadth .
- Attendance and engagement strong; no director below 75% attendance; full annual meeting attendance .
- Ownership alignment via common shares and annual RSUs with dividend equivalents; hedging/pledging prohibited .
- No related-party transactions identified involving Mulligan; no Section 16(a) delinquency noted for him in FY2024 .
- Watch items / RED FLAGS (contextual):
- Controlled company with 80.9% ownership by MHC; the MHC’s determinative voting power may limit minority shareholder influence on board composition and pay practices .
- No lead independent director; concentrated leadership with combined Chair/CEO role raises oversight sensitivity despite majority-independent board and executive sessions .
- Family relationship on Board (Vice Chair is CEO’s daughter), though Mulligan remains independent; monitor for compensation and nomination decisions where independence must be asserted .
Insider Trades (FY2024 signals)
| Item | Detail |
|---|---|
| Section 16(a) compliance | Company notes late Form 4s for several insiders in FY2024; Mulligan not listed among late filers |
| Director equity activity | 5,100 shares vested during FY2024 for most non-employee directors (includes Mulligan); 3,900 unvested RSUs as of 9/30/2024 |
Related Party & Conflicts Check
- Loans to directors permissible under banking exemption; aggregate outstanding loans to officers/directors and related entities totaled $533 as of 9/30/2024 (ordinary course, market terms). No Mulligan-specific transaction disclosed .
- Insider trading policy prohibits hedging and pledging; recoupment (clawback) policy adopted for executive incentive compensation; director compensation not subject to clawback by policy description .
Compensation Structure Analysis (Director)
| Year-over-year mix | Observation |
|---|---|
| Cash vs. equity | FY2024 mix: Cash fees ($51,500 TFSL + $30,000 subsidiary) vs. RSUs ($51,090); balanced cash/equity structure; RSUs are time-based (lower risk) |
| Guaranteed vs. at-risk | No director performance-based pay; equity is time-vested; chair stipend adds fixed compensation |
| Award modifications | Director RSU cadence appears standard; no option awards, no repricing disclosed for directors |
Say‑on‑Pay & Shareholder Feedback (context)
- Advisory vote on executive compensation received ~93% approval at 2/22/2024 meeting; signals general investor support for compensation approach. Not specific to director pay but relevant to governance climate .
Committee-Specific Notes (Compensation Committee)
- Composition: Fiala (Chair), Mulligan, Ringenbach, Weir — all independent; five meetings in FY2024; uses independent consultant; reviews director compensation as part of remit .
- Consultant independence reviewed; no conflicts noted .
Employment & Contracts (Director)
- No director employment contract disclosed; director compensation governed by standard board policies and equity plan terms. Change-in-control and death/disability acceleration apply to director RSUs; retirement acceleration definition at age 72 (new grants exclude retirement acceleration) .
Performance & Track Record (Director oversight context)
- Audit Committee report indicates standard oversight of financial statements, auditor independence, and internal controls; recommends inclusion of audited financials in FY2024 10‑K .
- Board risk oversight detailed via Directors Risk Committee and ALCO/Investment oversight; Audit integrates risk assessment in the internal audit plan .
Other Notes
- Board diversity matrix disclosed (11 directors; gender and demographic breakdown). Not specific to Mulligan but informs overall board composition .