UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 31, 2020
SOUND FINANCIAL BANCORP, INC.
(Exact name of Registrant as specified in its Charter)
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Maryland |
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001-35633 |
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45-5188530 |
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(State or other jurisdiction of
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(Commission File No.) |
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(IRS Employer Identification
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2400 3rd Avenue, Suite 150 , Seattle, Washington |
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98121 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code: (206) 448-0884
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
SFBC |
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Items to be Included in this Report
ITEM 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2020, the Board of Directors of Sound Financial Bancorp, Inc. (the “Company”) reviewed and approved, effective for the 2020 calendar year, the attached Annual Bonus Plan (the “Bonus Plan”). Under the Bonus Plan, executive officers of the Company and its wholly owned subsidiary, Sound Community Bank, are eligible to receive annual cash incentive awards based on the achievement of pre-established quantitative and qualitative corporate performance goals established by the Board of Directors based on the recommendation of the Compensation Committee. To the extent earned, bonuses are subject to upward or downward adjustment by up to 50%, based on the percentage that actual net income is above or below the targeted net income as set by the Board of Directors. Bonus amounts paid to individuals under the Bonus Plan are subject to upward or downward adjustment by the Board of Directors in its discretion. The Bonus Plan is reviewed annually by the Company's Compensation Committee of the Board of Directors to ensure proper alignment with the Company's business objectives. The Bonus Plan will remain in effect each year until terminated or modified by the Company. The Bonus Plan is attached to this Form 8-K and is incorporated herein by reference.
ITEM 9.01Financial Statements and Exhibits
(d)Exhibits
Exhibit 10.1Annual Bonus Plan
SIGNATURES
Pursuant to the requirements 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.
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SOUND FINANCIAL BANCORP, INC. |
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Date: February 3, 2020 |
By: |
/s/ Laura Lee Stewart |
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Laura Lee Stewart |
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President and CEO |
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EXHIBIT 10.1
Annual Bonus Plan. The plan provides for annual cash bonuses to designated senior officers, including all the named executive officers, upon the achievement of pre-established performance goals approved by the Board of Directors based upon the recommendation of the Compensation Committee. Under the Annual Bonus Plan for 2020, prior to the earnings override discussed below, the chief executive officer and other executive officers selected to participate in the plan are entitled to receive a maximum bonus of up to 40% and 33%, respectively, of their base salary, depending on how actual performance compares with the quantitative and qualitative goals established for the year. The performance goals under the Annual Bonus Plan are the same for all participants and are based on overall corporate performance. The quantitative goals may include performance factors relating to asset size, capital level, delinquency ratio, return on assets and equity, levels of non-interest income and non-interest expense, net interest margin, charge-offs and the size of the loan portfolio. The qualitative goals are non-financial corporate goals that require leadership of senior management and are ranked based on their relative importance to our operations. Participants earn credits for the quantitative factors, based on the level of importance assigned to each factor and the actual level of performance compared to the targeted goals set for each factor. Participants also earn credits for accomplishing the qualitative goals established by the Compensation Committee. A participant’s bonus is based 50% on meeting qualitative goals and 50% on meeting quantitative goals. An individual's bonus level based on meeting the qualitative and quantitative goals is subject to an earnings override. The Board of Directors establishes a target net earnings level. To the extent actual net earnings is below or above that target, the bonus level may be decreased or increased by up to 50%.
For 2020, the Board approved eight quantitative performance measures (each weighted at 6.25%) and five qualitative performance measures (each weighted at 10.0%).