What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-15 compared with 2021-03-30 · 31 added, 23 removed, 138 unchanged (28% of the section changed)

3 unchanged sentences

Based on this evaluation, the principal executive officer and the principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021 in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is:

(i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and interim Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We intend to continually review and evaluate the design and effectiveness of the Company’s disclosure controls and procedures and to improve the Company’s controls and procedures over time and to correct any deficiencies that we may discover in the future.

20 unchanged sentences

As required by Rule 13a-15(d), our management, including our Chief Executive Officer and interim Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control

Table of Conten t s

As required by Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

1 unchanged sentence

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

13 unchanged sentences

The Audit Committee also is responsible for the appointment, retention and oversight of our independent auditors, including pre-approval of all audit and non-audit services to be performed by the independent auditors.

During 2020, the Audit Committee was comprised of Directors Jones (chair), Carney, Cook (until May 2020), Riojas and Haddad, each of whom is "independent" as that term is defined for audit committee members in the Nasdaq Rules.

During 2021, the Audit Committee was comprised of Directors Jones (chair), Carney, Riojas and Haddad, each of whom is "independent" as that term is defined for audit committee members in the Nasdaq Rules.

The Board of Directors has determined that Director Jones is an "audit committee financial expert" as defined in Item 407(e) of Regulation S-K of the Securities and Exchange Commission and that all of the Audit Committee members meet the financial literacy requirements under the NASDAQ listing standards.

2 unchanged sentences

Information concerning executive compensation is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held in May 2022, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Table of Conten t s

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

24 unchanged sentences

The following are contained in Item 8:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Everett WA, PCAOB ID:

Consolidated Balance Sheets at December 31, 2021 and 2020

5 unchanged sentences

(a)(2) List of Financial Statement Schedules:

Table of Conten t s

All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable.

5 unchanged sentences

Bylaws of Sound Financial Bancorp, Inc.

(incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on February 3, 2015 (File No.

(incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on October 26, 2021 (File No.

Form of Common Stock Certificate of Sound Financial Bancorp, Inc.

1 unchanged sentence

Description of capital stock (incorporated herein by reference to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

Forms of 5.25% Fixed-to-Floating Rate Subordinated Note due October 1, 2030 (included as Exhibit A to the Subordinate Note Purchase Agreement included in Exhibit 10.16) (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on September 21, 2020 (File No.

Form of 5.25% Fixed-to-Floating Rate Subordinated Note due October 1, 2030 (included as Exhibit A to the Subordinate Note Purchase Agreement included in Exhibit 10.16) (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on September 21, 2020 (File No.

Amended and Restated Employment Agreement dated January 25, 2019, by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 30, 2019 (File No.

12 unchanged sentences

Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference (File

Form of Adoption Agreement for the Sound Community Bank Nonqualified Deferred Compensation Plan

Form of Adoption Agreement for the Sound Community Bank Nonqualified Deferred Compensation Plan (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 30, 2021 (File No.

The Sound Community Bank Nonqualified Deferred Compensation Plan (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on March 24, 2017 (File No.

5 unchanged sentences

the SEC on September 21, 2020 (File No.

Table of Conten t s

Change of Control Agreement dated August 25, 2021, by and among Sound Financial Bancorp, Inc., Sound Community Bank and Wes Ochs (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on August 31, 2021 (File No.

Consent of Independent Registered Public Accounting Firm

Rule 13(a)-14(a) Certification (Chief Executive Officer and Interim Chief Financial Officer)

Rule 13(a)-14(a) Certification (Chief Executive Officer)

Rule 13(a)-14(a) Certification (Chief Financial Officer)

Section 1350 Certification

5 unchanged sentences

Form 10-K Summary - None

Table of Conten t s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

/s/ Laura Lee Stewart

Laura Lee Stewart, President, Chief Executive Officer and Interim Chief Financial Officer

(Duly Authorized Representative)

Table of Conten t s

Laura Lee Stewart, President, Chief Executive Officer and Interim Chief Credit Officer

(Principal Executive Officer)

Executive Vice President/Chief Strategy Officer and Chief Financial Officer

(Principal Financial Officer)

/s/ Jennifer L.

Senior Vice President/Chief Accounting Officer

(Principal Accounting Officer)

POWER OF ATTORNEY

We, the undersigned officers and directors of Sound Financial Bancorp, Inc., hereby severally and individually constitute and appoint Laura Lee Stewart and Tyler K.

Myers, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Annual Report on Form 10-K and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.

We, the undersigned officers and directors of Sound Financial Bancorp, Inc., hereby severally and individually constitute and appoint Laura Lee Stewart and Wes Ochs, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Annual Report on Form 10-K and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Laura Lee Stewart /s/ Tyler K.

Laura Lee Stewart, President, Chief Executive Officer, Interim Chief Financial Officer and Director Tyler K.

/s/ Laura Lee Stewart /s/ Wes Ochs

Laura Lee Stewart, President, Chief Executive Officer, Interim Chief Credit Officer and Director Wes Ochs, Executive Vice President/Chief Strategy Officer and Chief Financial Officer

(Principal Executive Officer) (Principal Financial Officer)

March 14, 2022

/s/ Jennifer L.

Mallon /s/ Tyler K.

Mallon, Senior Vice President/Chief Accounting Officer Tyler K.

Myers, Chairman of the Board

(Principal Executive, Financial and Accounting Officer) Date:

(Principal Accounting Officer) Date:

March 14, 2022

3 unchanged sentences

Carney, Director

March 29, 2021 Date:

March 14, 2022

/s/ Debra Jones /s/ Rogelio Riojas

Debra Jones, Director Rogelio Riojas, Director

March 29, 2021 Date:

March 14, 2022

Sweeney, Director

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures