David Haddad
About David S. Haddad, Jr.
Independent Vice Chairman of the Boards of Sound Financial Bancorp, Inc. and Sound Community Bank; age 76 at December 31, 2024; director since 1990 with current term expiring in 2026. Background in operations management across apparel, housewares, and grocery distribution; retired, with additional customer service supervisory experience at Alaska Airlines; brings budgeting, personnel management, contract negotiation, and capital expenditure control skills and decades-long institutional knowledge of SFBC/SCB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cutter & Buck (golf apparel) | Operations Manager | 1999–2003 | Budgeting, personnel, contracts, capex control |
| Progressive International (housewares wholesaler) | Senior Manager of Operations | 1995–1999 | Operations oversight |
| Associated Grocers | Warehouse Manager | 1982–1995 | Logistics/operations management |
| Alaska Airlines | Customer Service Supervisor (part-time) | 2004–2009 | Customer service operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards or external directorships disclosed for Mr. Haddad . |
Board Governance
- Independence: Board determined Mr. Haddad is independent under Nasdaq rules; subjective review found no relationships impeding independent judgment .
- Board leadership: Independent Chairman (Tyler Myers); CEO separate; executive sessions led by Chairman .
- 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 .
- Meeting cadence: SFBC Board met 4 regular times; SCB Board met 10 regular times in 2024 .
| Committee | Role | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Compensation | Member | James E. Sweeney | 5 | Determines exec pay; all members independent (includes Haddad) |
| Audit | Member | Debra Jones | 4 | Financial reporting oversight; all members meet SEC/Nasdaq independence; Jones is “audit committee financial expert” |
| Nominating | Chair | — | 1 | Leads director nominations, annual committee assignments; all members independent |
Fixed Compensation
- Structure: Annual retainer $33,960 plus $1,500 per monthly SCB Board meeting; no additional committee or special meeting fees; SFBC Board service not separately compensated; D&O insurance and reimbursement of out-of-pocket travel expenses provided .
| 2024 Director Compensation | Fees Earned or Paid in Cash | Stock Awards (grant-date fair value) | Option Awards (grant-date fair value) | All Other Compensation (dividends on unvested RS) | Total |
|---|---|---|---|---|---|
| David S. Haddad, Jr. | $48,960 | $9,973 | $3,002 | $304 | $62,239 |
Performance Compensation
- Annual equity grants (directors): On January 26, 2024, awarded 250 shares of restricted stock vesting in three equal annual installments starting January 26, 2025; grant-date fair value based on $39.89 closing price; options to purchase 265 shares granted on same date, vesting in three equal annual installments; vesting accelerates upon death/disability or change in control; non-vested awards cancel upon other service termination and vested options have a 3-month post-termination exercise window .
- As of December 31, 2024: Haddad held 2,437 total shares underlying stock options; directors (excluding Porcelli) held unvested restricted stock; option exercise prices set at fair market value on grant date .
| Metric | Type | Grant Date | Quantity | Vesting | Valuation Detail |
|---|---|---|---|---|---|
| Restricted Stock | RS | 1/26/2024 | 250 | 3 equal tranches beginning 1/26/2025 | Grant-date per-share $39.89 |
| Stock Options | Option | 1/26/2024 | 265 | 3 equal tranches beginning 1/26/2025 | Exercise price = FMV on grant date (not disclosed numerically) |
| COC Acceleration | RS/Option | — | — | Accelerates on death/disability or change in control | — |
Note: No director performance metrics (e.g., TSR/ROA gates) are tied to director compensation; director equity vests time-based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Haddad |
| Interlocks | None disclosed; Stilwell Group is a 16.0% shareholder, and its Director of Research (Porcelli) is on SFBC’s Board; Haddad has no noted affiliation with Stilwell . |
Expertise & Qualifications
- Operations and logistics leadership across multiple industries; responsibilities included budgeting, personnel management, contract negotiations, and capital expenditure control .
- Extensive institutional knowledge from 32 years of service at Sound Community Bank and predecessor credit union .
- Governance experience across Compensation, Audit, and Nominating committees; currently chairs Nominating .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| David S. Haddad, Jr. | 19,256 | <1% (*) | Includes 13,548 shares in IRA; options to acquire 1,318 shares (no voting/dispositive power); 217 restricted shares (sole voting, no dispositive power) |
- Shares outstanding: 2,566,069 as of March 31, 2025 .
- Stock ownership guidelines: Non-employee directors expected to hold ≥$50,000 within two years (≥$10,000 in first year); all current non-employee directors meet threshold; pledged or encumbered shares do not count toward guidelines .
- Hedging/pledging policy: Prohibits holding Company stock in margin accounts or pledging as collateral, with rare exceptions requiring demonstrated repayment capacity; prohibits hedging transactions (e.g., collars, swaps) .
Governance Assessment
- Committee influence and independence: Haddad is independent and serves on all three key committees, chairing Nominating—this positions him with direct input on director selection, committee assignments, and executive compensation oversight while maintaining Nasdaq/SEC independence standards .
- Attendance and engagement: Met attendance expectations (≥75% threshold across Board and committees); directors attended last annual meeting—supports engagement .
- Compensation alignment: Uniform cash retainer and meeting fees; no committee fees; modest annual time-based equity grants and small option awards, with accelerated vesting on change in control—standard community bank director pay structure, supporting alignment without excessive risk-taking incentives .
- Ownership and alignment: Beneficial ownership below 1% but compliant with director ownership guidelines; hedging/pledging prohibited—alignment reinforced by policy and guideline compliance .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Haddad; preferential-rate mortgage loans disclosed for certain other directors/executives, but none for Haddad in 2023–2024 .
- Shareholder sentiment: Say-on-pay approval ~94.7% in 2024 indicates broad investor support for compensation program and governance practices; frequency set to annual .
RED FLAGS
- None identified specific to Haddad: no disclosed related-party transactions, pledging, or hedging; independence affirmed; attendance adequate .
- Change-in-control acceleration of director equity is common but can be viewed as a governance caution; present in SFBC’s director equity terms .
Signals to Investors
- Strong committee coverage and independent status reduce governance risk; Nominating chair role central to board refreshment and committee composition—monitor for continued alignment with shareholder interests .
- Ownership guidelines compliance and anti-hedging/pledging policies support skin-in-the-game and alignment .
- No personal related-party dealings disclosed for Haddad; low conflict profile .