28 unchanged sentences
over financial reporting.
−Removed: There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
16 unchanged sentences
The Audit Committee is also 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.
−Removed: During 2023, 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.
+Added: During 2024, the Audit Committee was comprised of Directors Jones (chair), Carney, Riojas, Porcelli 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.
Additional information concerning the Audit Committee is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held in May 2025, (except for information contained under the heading "Report of the Audit Committee"), a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.
+Added: Insider Trading Policy.
+Added: Information concerning the Company’s insider trading policy is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held in May 2025, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.
Executive Compensation
18 unchanged sentences
Total 72,836 $ 35.50 257
−Removed: (1) Includes 8,048 shares available for issuance for stock awards, other than awards of stock options and stock appreciation rights.
+Added: (1) There are no shares available for issuance for stock awards, other than awards of stock options and stock appreciation rights, included in this amount.
Certain Relationships and Related Transactions, and Director Independence
8 unchanged sentences
Consolidated Statements of Income for the Years Ended December 31, 2024 and 2023
−Removed: Consolidated Statements of Comprehensive Income for the Years December 31, 2023 and 2022
+Added: Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024 and 2023
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024 and 2023
22 unchanged sentences
10.6 Forms of Incentive Stock Option Agreement , Non-Qualified Stock Option Agreement and Restricted Stock Agreements under the 2008 Equity Incentive Plan (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 29, 2009 (File No.
−Removed: Summary of Annual Bonus Plan (incorporated herein by reference to the Current Report on Form 8-K filed
−Removed: with the SEC on February 3, 2020 (File No.
+Added: Summary of Annual Bonus Plan (incorporated herein by reference to the Quarterly Report on Form 10-Q filed
+Added: with the SEC on May 14, 2024 (File No.
Amended and Restated 2013 Equity Incentive Plan (included as Annex A to the Company's proxy statement filed with the SEC on April 12, 2018 and incorporated herein by reference (File No.
11 unchanged sentences
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.
+Added: Amendment No 1 to Change of Control Agreement dated October 25, 2018, by and among Sound Financial Bancorp, Inc., Sound Community Bank and Heidi Sexton, effective as of October 30, 2024 (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November 5, 2024 (File No.
+Added: Amendment No.
+Added: 1 to Change in Control Agreement dated August 25, 2021 by and among Sound Financial Bancorp, Inc., Sound Community Bank and Wes Ochs, effective as of October 30, 2024 (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November 5, 2024 (File No.
+Added: Insider trading policy and procedures
Subsidiaries of Sound Financial Bancorp, Inc.
5 unchanged sentences
Section 1350 Certification
−Removed: Policy Relating to Recovery of Erroneously Awarded Compensation
+Added: Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 22, 2024 (File No.
+Added: (001-35633)).
101 The following financial statements from the Sound Financial Bancorp, Inc.
14 unchanged sentences
/s/ Jennifer L.
−Removed: Senior Vice President/Chief Accounting Officer
+Added: Senior Vice President/Deputy Chief Financial Officer and Chief Accounting Officer
(Principal Accounting Officer)
POWER OF ATTORNEY
−Removed: We, the undersigned officers and directors of Sound Financial Bancorp, Inc., hereby severally and individually constitute and appoint Laura Lee Stewart and Wesley 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.
+Added: We, the undersigned officers and directors of Sound Financial Bancorp, Inc., hereby severally and individually constitute and appoint Laura Lee Stewart and Wesley 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 other 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.
6 unchanged sentences
Mallon /s/ Tyler K.
−Removed: Mallon, Senior Vice President/Chief Accounting Officer Tyler K.
+Added: Mallon, Senior Vice President/Deputy Chief Financial Officer and Chief Accounting Officer
Myers, Chairman of the Board
11 unchanged sentences
March 18, 2025
−Removed: Sweeney, Director
+Added: Sweeney /s/ Corissa B.
+Added: Sweeney, Director Corissa B.
+Added: Porcelli, Director
March 18, 2025
+Added: March 18, 2025
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.