TFS Financial (TFSL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for February 20, 2025, to elect five directors, hold an advisory vote on executive compensation, and ratify Deloitte & Touche LLP as independent accountant for FY 2025.

• Only stockholders of record as of December 26, 2024, are entitled to vote; TFS, MHC holds 80.9% of shares and will vote in favor of all board recommendations.

• Voting can be done in person, by mail, phone, or internet, with detailed procedures for plan participants and street name holders.

Voting matters and shareholder proposals

• Proposals include election of five directors (one for two years, four for three years), advisory vote on executive compensation, and ratification of Deloitte & Touche LLP.

• Shareholder proposals for the 2026 meeting must be received by September 12, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board expanded to 12 members; majority are independent per NASDAQ rules.

• Board committees include Audit, Compensation, Executive, and Directors Risk; all committee members are independent except for executive roles.

• Board diversity matrix: 11 directors, 3 female, 2 African American/Black, 7 White, 1 undisclosed.

• Board leadership combines Chair, President, and CEO roles; Vice Chair presides in absence.

• Code of conduct, ethics, insider trading, and clawback policies are in place.