Sound Financial Bancorp, Inc. (Form: 8-K, Received: 11/05/2024 06:01:51)

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) October 30, 2024


SOUND FINANCIAL BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland

001-35633

45-5188530

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)


2400 3rd Avenue, Suite 150, Seattle, Washington						98121
(Address of principal executive offices)						(Zip Code)


Registrant's telephone number, including area code: (206) 448-0884

(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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $0.01 par value	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 30, 2024, the Boards of Directors of Sound Financial Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary Sound Community Bank (the “Bank”) approved amendments to the change in control agreements for six officers, including named executive officers Heidi Sexton, Executive Vice President and Chief Operating Officer, and Wes Ochs, Executive Vice President, Chief Strategy Officer and Chief Financial Officer.

Each amendment revised the definition of “Involuntary Termination” to specify a change in the officer’s principal workplace to a location outside of a 35 mile radius from the officer’s current workplace rather than a change to a location outside of a 35 mile radius from the Bank’s headquarters. This adjustment reflects that not all of the officers currently work at the Bank’s headquarters. In addition, for four change in control agreements entered into prior to 2023, including those for Ms. Sexton and Mr. Ochs, the amendments revised the definition of “Change in Control” to conform with the language used in the change in control agreements entered into with officers in 2023.

The foregoing description of the amendments to the change in control agreements for Ms. Sexton and Mr. Ochs is qualified in its entirety by reference to the full text of such amendments, which are attached to this report as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description


10.1						Amendment No. 1 to the Change of Control Agreement by and among Sound Financial Bancorp, Inc., Sound Community Bank and Heidi Sexton, effective as of October 30, 2024
10.2						Amendment No. 1 to the Change in Control Agreement by and among Sound Financial Bancorp, Inc., Sound Community Bank and Wes Ochs, effective as of October 30, 2024
104						Cover page interactive data file (embedded within the Inline XBRL document)

(Signature page follows)

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.


	SOUND FINANCIAL BANCORP, INC.

Date: November 4, 2024	By:	/s/ Laura Lee Stewart
		Laura Lee Stewart
		President and CEO

AMENDMENT NO. 1

to the

CHANGE OF CONTROL AGREEMENT

With

HEIDI SEXTON

This Amendment No. 1 (the “Amendment”) to the Change of Control Agreement (the “Agreement”) by and among Sound Financial Bancorp, Inc. (“SFBC”), a Maryland corporation, Sound Community Bank (the “Bank”, and together with SFBC, the “Company”), a Washington state-chartered commercial bank, and Heidi Sexton (the “Executive”) dated as of October 25, 2018 (the “Agreement”), is entered into effective as of October 30, 2024 (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Agreement provides for cash severance and the continuation of insurance benefits if there is an Involuntary Termination of the Executive’s employment under certain circumstances;

WHEREAS, Section 14(d)(ii)(1) defines Involuntary Termination to include “a change in the principal workplace of the Executive to a location outside of a 35 mile radius from the Bank’s headquarters office as of the date hereof;”

WHEREAS, the Company has entered into similar agreements with other executives, and not all of the executives have a principal workplace at the Bank’s headquarters office;

WHEREAS, the Company and the Executive desire to amend the Agreement to reference the principal workplace of the Executive as of the date of the Amendment; and

WHEREAS, the Company and the Executive also desire to amend the definition of Change of Control in the Agreement to conform with the definition used in more recent agreements;

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the Company and the Executive hereby agree as follows:

1. Section 14(b) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(b) Change of Control shall mean the occurrence of any of the following events: (i) any “person” or “group” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”)), other than SFBC, any subsidiary of SFBC or their employee benefit plans, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3, under the Exchange Act) of securities of SFBC or the Bank with respect to which 30% or more of the total number of votes that may be cast for the election of the Board of Directors of SFBC or the Bank; (ii) as a result of, or in

connection with, any cash tender offer, merger or other business combination, sale of assets or contested election(s), or combination of the foregoing, the individuals who were members of SFBC’s Board of Directors on the Effective Date (the “Incumbent Board”) cease for any reason during a 12-month period to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by SFBC’s stockholders was approved by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; (iii) a tender offer or exchange offer for 30% or more of the total outstanding shares of common stock of SFBC is completed (other than such an offer by the SFBC); or (iv) the stockholders of SFBC approve an agreement providing for a sale or other disposition of all or substantially all the assets of SFBC or the Bank, and the transaction is thereafter consummated. The Change of Control date is the date on which an event described in (i), (ii), (iii) or (iv) occurs, with the date in clause (iv) being the date the transaction is consummated.”

2. Section 14(d)(ii)(1) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(1) a change in the principal workplace of the Executive to a location outside of a 35 mile radius from the Executive’s principal workplace as of the date of this Amendment.”

3. All other sections and provisions in the Agreement shall continue in full force and effect and are not affected by this Amendment. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original. This Amendment may be executed and accepted by facsimile, DocuSign, or portable data file (pdf) signature and any such signature shall be of the same force and effect as an original signature.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date referred to above.

EXECUTIVE

ATTEST:

/s/ Heidi Sexton

Heidi Sexton

SOUND FINANCIAL BANCORP, INC.

ATTEST:

By:

/s/ Laura Lee Stewart

Laura Lee Stewart, President and CEO

SOUND COMMUNITY BANK

ATTEST:

By:

/s/ Laura Lee Stewart

Laura Lee Stewart, President and CEO

AMENDMENT NO. 1

to the

CHANGE IN CONTROL AGREEMENT

With

WES OCHS

This Amendment No. 1 (the “Amendment”) to the Change in Control Agreement (the “Agreement”) by and among Sound Financial Bancorp, Inc. (“SFBC”), a Maryland corporation, Sound Community Bank (the “Bank”, and together with SFBC, the “Company”), a Washington state-chartered commercial bank, and Wes Ochs (the “Executive”) dated as of August 25, 2021 (the “Agreement”), is entered into effective as of October 30, 2024 (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Agreement provides for cash severance and the continuation of insurance benefits if there is an Involuntary Termination of the Executive’s employment under certain circumstances;

WHEREAS, Section 14(d)(ii)(1) defines Involuntary Termination to include “a change in the principal workplace of Executive to a location outside of a 35 mile radius from the Bank’s headquarters office as of the date hereof;”

WHEREAS, the Company has entered into similar agreements with other executives, and not all of the executives have a principal workplace at the Bank’s headquarters office;

WHEREAS, the Company and the Executive desire to amend the Agreement to reference the principal workplace of the Executive as of the date of the Amendment; and

WHEREAS, the Company and the Executive also desire to amend the definition of Change in Control in the Agreement to conform with the definition used in more recent agreements;

1. Section 14(b) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(b) Change in Control shall mean the occurrence of any of the following events: (i) any “person” or “group” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”)), other than SFBC, any subsidiary of SFBC or their employee benefit plans, directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3, under the Exchange Act) of securities of SFBC or the Bank with respect to which 30% or more of the total number of votes that may be cast for the election of the Board of Directors of SFBC or the Bank; (ii) as a result of, or in

connection with, any cash tender offer, merger or other business combination, sale of assets or contested election(s), or combination of the foregoing, the individuals who were members of SFBC’s Board of Directors on the Effective Date (the “Incumbent Board”) cease for any reason during a 12-month period to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by SFBC’s stockholders was approved by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; (iii) a tender offer or exchange offer for 30% or more of the total outstanding shares of common stock of SFBC is completed (other than such an offer by the SFBC); or (iv) the stockholders of SFBC approve an agreement providing for a sale or other disposition of all or substantially all the assets of SFBC or the Bank, and the transaction is thereafter consummated. The Change in Control date is the date on which an event described in (i), (ii), (iii) or (iv) occurs, with the date in clause (iv) being the date the transaction is consummated.”

2. Section 14(d)(ii)(1) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(1) a change in the principal workplace of Executive to a location outside of a 35 mile radius from Executive’s principal workplace as of the date of this Amendment.”

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date referred to above.

EXECUTIVE

ATTEST:

/s/ Wes Ochs

Wes Ochs

SOUND FINANCIAL BANCORP, INC.

ATTEST:

By:

/s/ Laura Lee Stewart

Laura Lee Stewart, President and CEO

SOUND COMMUNITY BANK

ATTEST:

By:

/s/ Laura Lee Stewart

Laura Lee Stewart, President and CEO