TFS Financial CORP 8-K

What Happened TFS Financial Corporation (TFSL) announced a special one-time equity Retention Award granted on December 18, 2025 to its Chairman, President and CEO Marc Stefanski. The award totals 538,000 units — 215,200 restricted stock units (RSUs) and 322,800 performance stock units (PSUs) — with a combined grant date value of approximately $7.7 million. The awards were approved by the Compensation Committee and the independent directors and were granted under the company’s Amended and Restated 2008 Equity Incentive Plan.

Key Details

• Award split: 40% RSUs (215,200 units, $3.1M) and 60% PSUs (322,800 units, $4.6M); each unit converts to one share on vesting.
• Vesting schedule: Five-year cliff vesting; RSUs and PSUs do not vest until December 10, 2030 (subject to continuous service and limited exceptions such as death or disability).
• PSU performance metric: PSUs are earned 20% per fiscal year over Oct 1, 2025–Sep 30, 2030, only if the company’s reported return on average assets (ROAA) for each fiscal year is ≥ 0.55%.
• Termination and other terms: Unvested units generally forfeit on voluntary or involuntary termination (except death/disability, which causes full vesting); no retirement vesting provisions (a change from prior practice); awards include dividend-equivalent rights, standard forfeiture/clawback provisions, and post-employment non-compete/non-solicit/confidentiality restrictions.
• Process: Compensation Committee relied on benchmarking input from Exequity LLP.

Why It Matters This award is intended to retain and motivate the CEO’s leadership through 2030 and aligns a majority of the value (60%) with multi-year company performance (ROAA). For investors, the grant increases prospective dilution if shares are issued on vesting and ties executive pay to multi-year profitability metrics rather than immediate cash pay. The absence of retirement vesting provisions means the award is more strictly performance- and service-based than the company’s historical equity awards.