AGM 2021

Feb 25, 2021

Good day, and welcome to the TFS Financial Corporation 2021 Annual Meeting of Stockholders. I would now like to turn the conference over to Mark Stefanski, Chairman and CEO. Please go ahead. Good morning, everyone. Welcome to our first ever virtual annual meeting. We're live here in Cleveland, Ohio at our world head A representative from Broadridge is available if technical issues do arise for the shareholders who are online. And this meeting is officially coming to order. Paul Hummel, our Chief Financial Officer of the company will act as secretary of the meeting and we'll keep the minutes. Paul, good morning. Good morning, Mark, and thank you. Just want to say the voting polls are now open. If you've already voted online through mailing in or phone, no further action is required. Shareholders may now cast or change their vote by clicking on the voting button and following the instructions listed there. Shareholders may submit questions using the web portal and we will respond to questions by e mail after the meeting. Will the secretary present to the meeting a list of stockholders of record at the close of business on December 28, 2020. Mr. Chairman, I have and hereby present to the meeting a complete and alphabetical list of the stockholders of record. At the close of business on December 28, 2020, the record date fixed by the Board of Directors for the determination of the stockholders entitled to notice of and to vote at this meeting. And will the secretary present to the meeting a copy of the notice of the meeting together with the proof of the mailing of such a notice? Mr. Chairman, I have and hereby present a copy of the notice of the meeting along with the affidavit signed by a representative of Broadridge Financial Solutions showing the mailing of the notice of Internet availability of our proxy materials on January 14, 2021 to each stockholder of record at the close of business on December 28, 2020. The notice provides that the meeting will be held for the following purposes. 1, to elect 4 directors each to hold office for a 3 year term until his or her successor has been duly elected and appointed 2, to conduct an advisory vote on the compensation of our named executive officers 3, to ratify the selection of Deloitte and Touche LLP as the company's independent accountant for the company's fiscal year ending September 30, 2021 and forward it to transact all other business that properly comes before the meeting. I now direct the secretary to cause these documents to be filed and preserved with the records of the company. We will dispense with the reading of the minutes of our annual meeting of the stockholders held last year, February 27, 2020. And I now appoint Jodi Hajduk and Debbie Frohnios as inspectors of election for today's meeting. And will the secretary now determine if a quorum is present for today's meeting? Paul? Yes. An affidavit has been delivered attesting to the fact that either 1 the notice and access notice for today's meeting was provided in the 2020 annual report to shareholders or the 2 documents themselves were mailed on or about January 14, 2021 to all shareholders as of the record date and will be incorporated into the minutes of this meeting. The inspectors have reported that 274, 880, 512 shares of common stock are represented in person or by proxy at the meeting, representing approximately 98% of the total 280, 567, 023 shares of common stock outstanding and entitled to vote. A quorum is present. Thank you. And the first order of business is the election of 4 directors. The following individuals were nominated by the Board of Directors to serve as directors of the company for a term expiring in 2024. First, we have Barbara Anderson, Anthony Asher, Ben Stefanski III and Meredith Weil. The proxy committee will vote all the shares as directed for this and all other voting matters today. Inspectors of Election have counted the ballots and provided the preliminary report to the secretary for this and all the other voting of matters today. Paul? Thanks, Mark. The preliminary report of the inspectors of election on the election of the 4 directors for terms expiring in 2024 is that the following nominees received the highest vote with each individual receiving over 96% of the vote. Barbara J. Anderson, Anthony J. Asher, Ben S. Stefanski III and Meredith S. Weil. Congratulations, ladies and gentlemen. I declare each of these persons just referred to by the secretary as duly elected Director of the company to serve till 2024 and until his or her successor has been duly elected and appointed. The next door of business is to vote on the advisory vote on the approval of the compensation of our named executive officers. Thanks, Mark. The preliminary report of the inspectors and the advisory vote of the approval of the compensation of our named executive officers shows that approximately 97% of the votes cast were in favor of this issue. I declare that the advisory vote has passed. The next order of business is to vote on the ratification of the selection of Deloitte and Touche LLP as a company independent accountant for the company fiscal year for the company's fiscal year September 30, 2021. And the preliminary report of the inspectors on the ratification of the selection of Deloitte and 2 Shell LP as the company's independent accountant for the company's fiscal year ending September 30, 2021 shows that over 99% of the votes cast were in favor of this issue. I declare that the selection of Deloitte and Touche as the company's independent accountant for the company's fiscal year ending September 30, 2021 has been ratified. Now I declare voting polls closed and I direct the secretary to incorporate with the records of the company a copy of the proxy statement, the definitive additional materials to the proxy form of proxy, the annual report of the fiscal year ended September 30, 2020, the final reports and the inspectors of election as well as a certified list of Broadridge of stockholders that took any voting action today. And this concludes the formal part of the meeting. Is there a motion to adjourn? I move to adjourn. I second the motion. And we need a second. And all in favor, signify by saying aye. Aye. Ladies and gentlemen, the meeting is adjourned. And this ends the formal part of our meeting. I would like to thank each of the directors and the management team who are all on the call today and officially welcome Barbara Anderson as a new Board member. I would also like to recognize a special recognition goes out to Kurt Carrickle and Emily Thome. They are directors and manage our foundation, the 3rd Federal Foundation, which makes significant investments in the communities that we serve. And also the representatives from BakerHostetler and Deloitte Touche who are also on the call. That will end the official part of our meeting today. And I do have a couple of brief comments if you want to stay on for another 5 minutes or so. 2020 presented many, many challenges from many, many perspectives for all of us. And of course, 3rd Federal was no exception. It seemed like every time we turned around, there was another roadblock thrown in our way in terms of our business plan and model. Very unusual circumstances for sure. But I think the fact that we've built a very, very strong corporate culture. We make decisions and base our whole livelihood here at Third Federal on a set of values, values of love, trust, commitment to excellence, treating 1 another with respect and trying to have a little bit of fun along the way. I can't say enough about how those values and our corporate culture helped get Third Federal through this very, very strange 2020 year. In a book called Built to Last by Jim Collins, he talks about how corporate culture in companies that are built to last are almost cult like. And everyone thinks about cults as being something bad or scary. We think of it as just a way of doing business here. We treat each other with respect and with love. And when I talk about love, I talk of we really talk about excuse me, when we talk about love, we're talking about genuine concern for others. And boy, did we pick each other up during the course of the year. There was an old brewery called Stroh's Beer back very popular in the 1960s, 70s and part of the 80s. And there's a book written by 1 of the sons or daughters actually of the Stroh family. It's called Bear Money. And what happened in that the way it was described in the book and what happened that got that company in trouble and eventually they were phased out or bought out of existence. They thought that chasing a return was more important than building their brand. So they got involved in investments and different things that had nothing to do with their business and eventually had to sell that company. And speaking from experience, I really enjoyed Stroh's beer and miss it very much. But it just goes to show with a lack of focus how things can go awry and how quickly your corporate culture can be destroyed and that with the company itself. Our mission is to help people achieve the American dream of homeownership, creating financial security while creating value for our customers, our communities, our associates and our stockholders. And we haven't wavered from that from our inception way back in 1938. And I want to share with you just 1 quick story that actually comes from religious background. The Buddhism actually is where it comes from. And it's a story about a prince who once lived in Persia. And I'm just going to read this briefly. At the age of 21, he married a beautiful princess. And for 1 year, they lived a life of sheer bliss and then unexpectedly she died. The Prince mourned grievously and had her body placed in a silver casket. A short time later, he decided to put the casket in a small garden and surrounded it with roses. Not long after that, he thought a small pond would enhance the setting. Still later, several trees were added and so on. 2 years later, he sat gazing at the acres of lakes and swans and elaborate flower gardens, elegant tree arrangements and beautiful terraces. In the center lay the silver casket. After contemplating the scene for an hour, the Prince said, there's only 1 thing spoiling this garden, and he pointed to the silver casket and had it removed. Like many things in life, we can lose our focus. But I can assure our stockholders and all of our associates that 3rd Federal was based on the premise of creating value, creating value for our communities and now our stockholders as well. We're not going to waiver from that. When my father first started 3rd federal, we lent money to Polish and Brick. So Polish people in brick houses and we couldn't go wrong. Of course, we've evolved and changed over the years and we've been able to now serve a wealth of communities across the country. And we're very proud of that fact, but we haven't lost our focus, focusing in on the people that really need our help, focusing on our communities, especially the inner city communities who at this time are very, very much in need of companies like Third Federal and everyone and anyone else who can lend a hand. So our commitment hasn't wavered. We don't have to put that in writing necessarily. Our word is good. As my father's hand shaken word was good way back in 1938 when he and my mom started the company. So with that, unfortunately, we're not going to be taking any questions here in person, but we will answer your questions online as you send them in. I'd like to thank all of you for tuning in today and God bless. Stay healthy, breathe some clean air and thank you very much for your time. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.