TCF FINANCIAL CORPORATION (NYSE:TCB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in the Proxy Statement for the 2017 Annual Meeting of Stockholders for TCF Financial Corporation (“TCF”), in January 2017 the Independent Subcommittee of the Compensation, Nominating, and Corporate Governance Committee (the “Independent Subcommittee”) of TCF approved Management Incentive Plan (“MIP”) awards to certain executives of TCF, including each of TCF’s Named Executive Officers. The 2017 MIP awards are based on TCF’s 2017 return on average assets (“ROA”) and return on average tangible common equity (“ROTCE”).

On July 18, 2017, the Independent Subcommittee approved Amended and Restated 2017 Management Incentive Plan Awards (the “Amended MIP Awards”) for certain executives of TCF, including each of TCF’s Named Executive Officers. The Amended MIP Awards are subject to the same ROA and ROTCE performance criteria of the original MIP awards, and do not change the performance targets or payout amounts under the MIP awards in any way, but instead amend the MIP awards by replacing the cash incentive that would have been payable to the recipient with an award of performance-based restricted stock that will vest or be forfeited based on 2018 and 2019 financial performance of TCF. This subjects each of TCF’s Named Executive Officers to additional time and performance criteria that they were not subject to under the MIP, in addition to those performance criteria contained in the MIP.

to the Amended MIP Awards, TCF will calculate the cash payments that would have been due to recipients under the MIP, and instead make an award of performance-based shares which will vest based on TCF’s 2018 and 2019 net income available to common stockholders. Each year’s performance will be measured independently, and in the event the specified performance is not achieved for a particular year, those shares will be forfeited, but will not affect the vesting or forfeiture of the other year.

The Independent Subcommittee believed that this action would further align the interests of management and the stockholders by replacing cash payments with stock awards that will vest only upon continued performance of TCF and continued employment of the Named Executive Officer.

The foregoing description of the Amended MIP Awards is qualified in its entirety by reference to the full text of the form of Amended MIP Award which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description

10.1Formof Amended and Restated 2017 Management Incentive Plan – Executive Award as

executed by certain executives of TCF

TCF FINANCIAL CORP Exhibit
EX-10.1 2 exhibit101amendedandrestat.htm EXHIBIT 10.1 Exhibit Exhibit 10.1TCF FINANCIAL CORPORATIONAMENDED AND RESTATED 2017 MANAGEMENT INCENTIVE PLAN – EXECUTIVE AWARD1.    This TCF Financial Corporation Amended and Restated 2017 Management Incentive Plan – Executive (this “Award”) is effective for the 2017 fiscal year of TCF Financial Corporation (“TCF”).  This Award is granted under and subject to the terms and conditions of the TCF Financial 2015 Omnibus Incentive Plan (the “Incentive Plan”). 2.    The participant shall sign a copy of this Award to acknowledge the terms of this Award.  Participants are those approved by the Compensation,…
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About TCF FINANCIAL CORPORATION (NYSE:TCB)

TCF Financial Corporation (TCF) is a bank holding company. The Company’s principal subsidiary is TCF National Bank (TCF Bank). The Company operates in three segments: Lending, Funding and Support Services. Its Lending segment includes consumer real estate, commercial real estate and business lending, leasing and equipment finance, inventory finance and auto finance. Its Funding segment includes branch banking and treasury services, which includes the Company’s investment and borrowing portfolios and management of capital, debt and market risks, including interest rate and liquidity risks. Its Support Services segment includes Holding Company and corporate functions that provide data processing, bank operations and other professional services to the operating segments. TCF Bank operates bank branches in Illinois, Minnesota, Michigan, Colorado, Wisconsin, Arizona, South Dakota and Indiana. TCF delivers retail banking products in over 40 states.