What changed in this filing

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Item 9A. Controls and Procedures

2023-12-11 compared with 2022-12-09 · 36 added, 39 removed, 115 unchanged (39% of the section changed)

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures :

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this annual report.

Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer) and several other members of the Company’s senior management as of the end of the period covered by this annual report.

The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2023 the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (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.

(b) Changes in Internal Controls :

There have been no changes in our internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company continued, however, to implement suggestions from its internal auditor and independent auditor on ways to strengthen existing controls.

The Company does not expect that its disclosure controls and procedures and internal controls over financial reporting will prevent all errors and fraud.

A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.

Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

Management’s Report on Internal Control Over Financial Reporting

Management of Timberland Bancorp, Inc.

(the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13(a)-15(f) of the Exchange Act.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13(a)-15(f) of the Exchange Act.

The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

2 unchanged sentences

The Company's internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consoldiated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the consolidated financial statements.

9 unchanged sentences

December 11, 2023

/s/Michael R.

Sand /s/Dean J.

Chief Executive Officer President and Chief Financial Officer

Brydon /s/Marci A.

Brydon Marci A.

Chief Executive Officer Chief Financial Officer

Changes in Internal Control

There have been no changes in our internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company continued, however, to implement suggestions from its internal auditor and independent auditor on ways to strengthen existing controls.

The Company does not expect that its disclosure controls and procedures and internal controls over financial reporting will prevent all errors and fraud.

A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns in controls or procedures can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

over time, controls become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

Other Information

Trading Plans

During the quarter ended September 30, 2023, no director or officer (as defined in Rule 16a-1(f) under the Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

Audit Committee Matters and Audit Committee Financial Expert

The Company has a separately designated standing Audit Committee, which as of September 30, 2022 was composed of Directors Stoney, Smith, and Suter.

All members of the Audit Committee (i) are independent as defined under Rule 4200(a)(15) of the Nasdaq Marketplace Rules;

(ii) meet the criteria for independence set forth in SEC Rule 10A-3(b)(1);

(iii) have not participated in the preparation of the financial statements of the Company or any of its current subsidiaries at any time during the past three years;

and (iv) are able to read and understand fundamental financial statements, including our balance sheet, income statement, and cash flow statement.

The Company has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

As of September 30, 2023, the audit committee members were Directors Stoney, Smith and Suter.

Each member of the Audit Committee is independent, as independence is defined for Audit Committee members in the listing standards of The Nasdaq Stock Market LLC.

The Company’s Board of Directors has designated Directors Stoney and Suter as the Audit Committee financial experts, as defined in the SEC’s Regulation S-K.

16 unchanged sentences

(d) Equity Compensation Plan Information.

Equity Compensation Plan Information

The following table summarizes share and exercise price information about the Company’s equity compensation plans as of September 30, 2023:

3 unchanged sentences

2003 Stock Option Plan 15,000 $ 10.10 —

Timberland Bancorp, Inc.

2014 Equity Incentive Plan:

215,630 24.37 5,036 (1)

Timberland Bancorp, Inc.

2019 Equity Incentive Plan:

3 unchanged sentences

Total 395,300 $ 24.22 181,086

(1) All shares reported as remaining available for future issuance under the equity compensation plans are available for future grants of restricted stock.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is contained under the sections captioned “Meetings and Committees of the Board of Directors And Corporate Governance Matters - Corporate Governance - Related Party Transactions” and “Meetings and Committees of the Board of Directors and Corporate Governance Matters - Corporate Governance - Director Independence” included in the Company's Proxy Statement and are incorporated herein by reference.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

The information required by this item is contained under the section captioned “Proposal 3 - Ratification of Selection of Independent Auditor” included in the Company’s Proxy Statement and is incorporated herein by reference.

8 unchanged sentences

10.3 2003 Stock Option Plan (7)

10.7 Employment Agreement with Michael R.

10.7 Employment Agreement with Dean J.

10.8 Employment Agreement with Jonathan A.

10.9 Timberland Bancorp, Inc.

6 unchanged sentences

14 Code of Ethics (1 3 )

15 Compensation Clawback Policy (14)

21 Subsidiaries of the Registrant

17 unchanged sentences

(7) Incorporated by reference to the Registrant's 2004 Annual Meeting Proxy Statement dated December 24, 2003.

(8) Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 29, 2013.

(8) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 27, 2022.

(9) Incorporated by reference to the Registrant's Annual Report on Form 10-K for year ended September 30, 2023.

(10) Attached as Appendix A to the Registrant's Annual Meeting Proxy Statement filed on December 19, 2014.

2 unchanged sentences

(13) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2003.

(14) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2023.

Form 10-K Summary

2 unchanged sentences

December 11, 2023 By:

/s/Michael R.

Chief Executive Officer

1 unchanged sentence

SIGNATURES TITLE DATE

/s/Michael R.

Sand Chief Executive Officer and December 9, 2022

Sand Director

Brydon Chief Executive Officer and December 11, 2023

Brydon Director

(Principal Executive Officer)

Parker Chairman of the Board December 9, 2022

Brydon President and Chief Financial Officer December 9, 2022

Brydon (Principal Financial and Accounting Officer)

/s/Michael J.

Stoney Chairman of the Board December 11, 2023

Basich Executive Vice-President and Chief Financial Officer December 11, 2023

Basich (Principal Financial and Accounting Officer)

/s/Parul Bhandari Director December 11, 2023

1 unchanged sentence

Clinton Director December 11, 2023

Drugge Director December 11, 2023

Leodler Director December 11, 2023

Smith Director December 11, 2023

/s/Michael J.

Stoney Director December 9, 2022

Suter Director December 11, 2023

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