TCF FINANCIAL CORPORATION

Stock Ownership Guidelines – Executives

Approved: July 23, 2019

Objective

The objective of the Stock Ownership Guidelines is to create a strong alignment between the interests of the Company, its shareholders and its management.

Participation

The Stock Ownership Guidelines apply to all members of the Executive Leadership Team (ELT) and Senior Leadership Team (SLT).

Participation

Target Ownership Levels

Employees subject to stock ownership guidelines are required to hold, for the duration of their employment, a minimum number of shares equal in value to a percentage of their base salary. The Compensation and Pension Committee periodically reviews these ownership targets for appropriateness. The total value required to be held is as follows:

Position Target Ownership as a Percent Base Salary
Position
Chief Executive Officer
Target Ownership as a Percent Base Salary
500%
Position
All other members of ELT
Target Ownership as a Percent Base Salary
300%

Both the holding requirement and the value of shares held may fluctuate based on changes to participants’ base salaries and the market value of the underlying shares held, respectively. Once the target ownership level is deemed achieved, no further investment in Company shares is required to compensate for a subsequent decline in the market value of those shares or a change in salary.

Definition of Shares Owned

In general, stock ownership is determined in the same manner as beneficial ownership for Securities and Exchange Commission reporting purposes, with certain exceptions and clarifications discussed below. By way of illustration, stock ownership includes:

  • Direct Ownership – This includes shares registered in the name of the participant or held for the participant’s account in brokerage, trust or IRA accounts;
  • Family Ownership – This includes shares owned by or for the account of a participant’s spouse and dependent children, shares held in revocable trusts established by the participant and his or her spouse, and shares held in irrevocable trusts established by the participant for the benefit of family members;
  • Retirement Plan Shares – This includes shares held for the account of the participant or the participant’s spouse in profit-sharing plans, savings plans, 401(k) plans or employee stock purchase plans;
  • Unvested Shares of Time-Based Restricted Stock – This is the number of units the participant has been awarded through the stock compensation plan and that will be received upon vesting.

Stock options that are unexercised, regardless of their vesting status and in-the-money value, are not counted toward satisfaction of these guidelines. Unvested Performance-Based Restricted Share Awards are also not counted toward stock ownership.

Transition Period

Employees are allowed five years from the date they first become subject to these guidelines to achieve their targeted stock ownership levels. Should employees’ stock ownership targets increase due to either their promotion into a higher tier or due to an amendment of the guidelines, they are allowed an additional five years from the date of change to meet the new guideline.

Holding Period

Individuals who acquire shares of common stock under the Corporation’s equity-based incentive plans must hold at least 50% of all net after-tax acquired shares until stock ownership guidelines are satisfied or 36 months following acquisition of shares.

Enforcement

The Chief Executive Officer and the Compensation and Pension Committee periodically review progress towards the target ownership levels. Participants deemed not to have met target ownership levels within the allowable period are generally prohibited from selling company stock whether it was purchased on the open market or granted by the Company as part of an incentive program. The Compensation and Pension Committee retains sole discretion at any time to apply and administer these guidelines as it sees fit, or to suspend or modify the plan terms.