Corissa Porcelli
About Corissa Porcelli
Corissa B. Porcelli, age 38 at December 31, 2024, is an independent director of Sound Financial Bancorp, Inc. (SFBC) since 2024 with a term expiring in 2027; she commenced board service on May 29, 2024 . She is Director of Research at The Stilwell Group and previously served on multiple community bank boards; she holds a B.A. in Economics and Psychology from the University of Pennsylvania (2008) and is a CFA charterholder, indicating strong financial analysis credentials focused on community banks . The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes / Impact |
|---|---|---|---|
| The Stilwell Group | Director of Research | Current | Affiliation with a 16.0% SFBC shareholder via the Stilwell Group; see beneficial ownership for details . |
| Madison Bank of Maryland / MB Bancorp, Inc. | Director | 2018–2020 | Publicly traded holding company; director until acquisition . |
| Sunshine Community Bank / Sunshine Financial, Inc. | Director | 2016–2018 | Publicly traded holding company; director until acquisition . |
| Delanco Federal Savings Bank / Delanco Bancorp, Inc. | Director | 2017–2018 | Publicly traded holding company; director until acquisition . |
| Fraternity Federal Savings & Loan Assn. / Fraternity Community Bancorp, Inc. | Director | 2014–2016 | Publicly traded holding company; director until acquisition . |
| Colonial Bank FSB / Colonial Financial Services, Inc. | Director | 2014–2015 | Publicly traded holding company; director until acquisition . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kingsway Financial Services Inc. | Director | Since 2020 | Not disclosed . |
Board Governance
| Committee | Porcelli Membership | Chair Role | Meetings Held in 2024 |
|---|---|---|---|
| Audit Committee | Member | No (Chair: Debra Jones) | 4 |
| Compensation Committee | Not a member | N/A | 5 |
| Nominating Committee | Not a member | N/A | 1 |
- Independence: Board determined Porcelli is independent per Nasdaq rules .
- Board leadership: Independent Chairman structure (Chairman Tyler K. Myers) provides oversight separation from management .
- Attendance: In 2024, no incumbent director attended fewer than 75% of aggregate Board and committee meetings on which they served; all directors attended last year’s annual shareholder meeting .
- Risk governance: Audit Committee oversees key financial risk; directors also participate in committees focusing on major risk areas, including compensation and cybersecurity .
Fixed Compensation
- Program: Non-employee directors are compensated for service on Sound Community Bank’s Board (no separate compensation for SFBC holding company board); 2024 annual retainer $33,960 plus $1,500 per monthly Bank Board meeting; no additional committee or special meeting fees .
- Start date: Porcelli commenced board service May 29, 2024 .
| Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $33,140 | — | — | — | $33,140 |
Performance Compensation
- Equity awards (2024): Porcelli received no RSU or option awards in 2024; other directors received 250 RSUs (per-share grant-date price $39.89) and options to purchase 265 shares at grant-date fair market value, both vesting in three equal annual installments beginning January 26, 2025; vesting accelerates upon death, disability, or change in control .
| Item | Porcelli (2024) | Program terms for other non-employee directors (2024) |
|---|---|---|
| RSU Grant Date | None | January 26, 2024 (250 shares; grant-date fair value $9,973; per-share closing price $39.89) |
| RSU Vesting | N/A | 3 equal annual installments starting Jan 26, 2025 |
| Option Grant Date | None | January 26, 2024 (265 options; exercise price = grant-date FMV; grant-date fair value $3,002) |
| Option Vesting | N/A | 3 equal annual installments starting Jan 26, 2025 |
| Change-in-Control | N/A | Accelerated vesting for RSUs/options on death, disability, or change-in-control |
Other Directorships & Interlocks
| Entity | Type | Role | Tenure | Potential Interlock / Conflict |
|---|---|---|---|---|
| Kingsway Financial Services Inc. | Public Company | Director | Since 2020 | None disclosed with SFBC . |
| The Stilwell Group | Private investment partnerships | Director of Research | Current | Major SFBC shareholder; Stilwell Group beneficially owns 410,019 shares (16.0% of outstanding) . Footnote notes Porcelli’s role at Stilwell Group . |
Expertise & Qualifications
- Specialized experience analyzing community banks; extensive financial statement review and capital allocation understanding .
- Education: B.A., University of Pennsylvania (2008) .
- Credential: CFA charterholder .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | — (reported) | As of March 31, 2025 record date . |
| Percent of Outstanding | * (less than 1%) | 2,566,069 shares outstanding . |
| Unvested RSUs | 0 | Other directors held 400 unvested RSUs each; Porcelli excluded . |
| Options Outstanding | 0 | Directors’ option holdings listed; Porcelli 0 . |
| Shares Pledged | Prohibited by policy (exceptions require demonstrated capacity) | Hedging transactions also prohibited . |
| Ownership Guidelines | $50,000 within 2 years; $10,000 within first year | Company states all current non-employee directors meet threshold as of proxy date . |
| Insider Form 3 | Filed June 5, 2024; 0 shares owned as of May 29, 2024 | SEC filing link: https://www.sec.gov/Archives/edgar/data/1541119/000143774924019299/0001437749-24-019299-index.htm |
Insider Trades
| Filing Date | Form Type | Transaction Date | Reporting Name | Type of Owner | Securities Owned After | Source |
|---|---|---|---|---|---|---|
| 2024-06-05 | Form 3 | 2024-05-29 | Porcelli Corissa B. | Director [insider-trades] | 0 [insider-trades] | https://www.sec.gov/Archives/edgar/data/1541119/000143774924019299/0001437749-24-019299-index.htm |
Governance Assessment
- Strengths: Independent director per Nasdaq rules; service on Audit Committee supports financial oversight; Board employs independent Chairman structure; no loans or related-party transactions disclosed for Porcelli; strong analytical credentials (CFA, community bank specialization) .
- Alignment: Company’s stock ownership guidelines require $50,000 within two years ($10,000 within first year); Company states all non-employee directors meet threshold as of proxy date; say-on-pay support was ~94.7% in 2024—indicative of general shareholder confidence .
- Red Flags: Porcelli’s employment at The Stilwell Group, a 16.0% SFBC shareholder, poses potential influence/interlock considerations despite Board’s independence determination; monitor independence, voting dynamics, and any shareholder-driven agendas .
- Additional governance controls: Insider trading policy prohibits pledging and hedging of Company stock, mitigating alignment risks; Audit Committee met 4x in 2024, Compensation Committee 5x, Nominating 1x—demonstrating active committee oversight .
Monitoring suggestions: track Porcelli’s direct share accumulation relative to ownership guidelines (noting Form 3 indicated 0 shares on appointment), any subsequent Form 4 activity, and any Board actions aligned with Stilwell proposals, given Stilwell’s 16% stake [insider-trades] .