Debra Jones
About Debra Jones
Debra Jones, 67, is an independent director of Sound Financial Bancorp, Inc. (SFBC) and Sound Community Bank, serving since 2005; her current board term expires in 2027 . A certified public accountant with 25+ years in CFO roles, she chairs the Audit Committee, is designated the Board’s “audit committee financial expert,” and brings deep finance, accounting, cash management, and risk management experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bellingham Technical College | Vice President of Administrative Services | Aug 2005 – Sep 2014 | Responsible for cash management, financial affairs, physical plant administration, and strategic planning |
| Brown & Cole Stores (retail grocer) | Vice President of Administrative & Financial Services | 1998 – 2004 | CFO responsibilities across finance, risk management, and business administration |
| Brown & Cole Stores | Manager of Budget & Cash Management | Sep 2004 – May 2005 | Budget and treasury leadership |
External Roles
- None disclosed for other current public company directorships or external board roles for Ms. Jones in the latest proxy .
Board Governance
- Independence and leadership
- Independent under Nasdaq rules; 7 of 8 directors are independent (including Jones). Board chaired by an independent, non-executive director (Tyler K. Myers) .
- Ms. Jones chairs the Audit Committee; she is designated the audit committee financial expert .
- Committees, chairs, and meeting cadence (2024)
- Audit Committee: Jones (Chair); met 4x in 2024 .
- Compensation Committee: Members include Jones; met 5x in 2024 .
- Nominating Committee: Members include Jones; met 1x in 2024 .
- Attendance and engagement
- No incumbent director attended fewer than 75% of combined board and committee meetings in 2024; Bank board met monthly (10 regular meetings), SFBC holding company board met quarterly (4 regular meetings) .
- All directors attended last year’s annual shareholder meeting .
- Stock ownership alignment and policies
- Director stock ownership guideline: at least $50,000 within two years ($10,000 within first year); all current non-employee directors meet the threshold .
- Hedging/pledging: policy prohibits hedging and generally prohibits pledging; limited exception possible with demonstrated capacity to repay without resort to pledged securities .
Fixed Compensation (Director)
| Component | Policy/Structure | 2024 Amount for Jones |
|---|---|---|
| Annual retainer (Bank board) | $33,960 | $33,960 |
| Meeting fees (Bank board) | $1,500 per monthly meeting | Included in total fees; aggregate fees earned were $48,960 |
| Committee fees | None | $0 |
| Total cash fees | Retainer + meeting fees | $48,960 |
| All other compensation | Dividends on unvested restricted shares | $304 |
Notes:
- Directors are not paid for service on SFBC holding company board; only for Bank board .
- Travel/education reimbursed; D&O insurance premiums paid by the Bank .
Performance Compensation (Director Equity Awards)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock (time-based) | Jan 26, 2024 | 250 shares | N/A | $9,973 | Vests in 3 equal annual installments beginning Jan 26, 2025 | Grant-date price $39.89 per share; unvested restricted stock held by each director (ex- Porcelli) totaled 400 shares as of Dec 31, 2024 |
| Stock Option (time-based) | Jan 26, 2024 | 265 options | $39.89 | $3,002 | Vests in 3 equal annual installments beginning Jan 26, 2025 | Total options held by Jones as of Dec 31, 2024: 1,325 shares (incl. prior grants) |
| Acceleration terms | — | — | — | — | Accelerates upon death/disability or change in control | Non-vested awards canceled upon other terminations; vested options’ exercise period reduced to 3 months |
Disclosure: SFBC states it does not time MNPI releases to influence equity award values; 2024 option grants occurred Jan 26, 2024 with -0.56% post-MNPI price move context for NEOs; director equity follows the January cycle .
No performance-based (metric-linked) director equity awards disclosed; awards are time-based and meant to align long-term interests .
Other Directorships & Interlocks
| Person | Other Public Company Boards | Role/Notes |
|---|---|---|
| Debra Jones | None disclosed | — |
| Board context (interlock signal) | Stilwell Group holds ~16.0% and has a representative (Corissa B. Porcelli) on the Board | Porcelli is Director of Research at Stilwell Group and a director at SFBC; Stilwell Group disclosed 16.0% beneficial ownership as of Mar 31, 2025 |
Expertise & Qualifications
- CPA; designated Audit Committee Financial Expert by the Board; has financial sophistication per Exchange Act 10A(m)(3) criteria .
- Former VP of Administrative Services (Bellingham Technical College) overseeing cash management, finance, facilities, and strategic planning .
- Former CFO/administrative executive at Brown & Cole; 25+ years in CFO roles with deep accounting, finance, HR, risk and business administration experience .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Mar 31, 2025) | 26,348 shares; 1.0% of outstanding (2,566,069 shares) |
| Components noted in footnotes | Includes options to acquire 1,068 shares and 217 restricted shares (voting power limitations as noted) |
| Stock ownership guideline status | All non-employee directors meet guideline; $50,000 within 2 years requirement |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited with limited exception process |
Related-Party Transactions (Conflict Review)
| Year | Nature | Interest Rate | Largest Principal Balance | Principal at Year-End | Principal Paid | Interest Paid |
|---|---|---|---|---|---|---|
| 2024 | Mortgage Loan (employee program) | 3.38% | $372,574 | $352,719 | $19,856 | $8,081 |
| 2023 | Mortgage Loan (employee program) | 2.00% | $393,308 | $372,574 | $20,733 | $5,667 |
- Governance context: SFBC extends credit to directors/officers under programs available to employees, consistent with Regulation O; terms are “substantially the same” as for employees and revert to market rates if the insider leaves the Bank .
Say-on-Pay & Shareholder Sentiment (Context)
- 2024 say-on-pay (for 2023 executive compensation) approved with ~94.7% of votes cast, indicating supportive shareholder sentiment toward compensation practices .
Governance Assessment
- Strengths
- Independent director with CPA credential; chairs Audit; designated audit committee financial expert—enhances financial reporting oversight and risk management .
- Strong engagement: committee leadership plus no directors below 75% attendance; full board attendance at annual meeting .
- Pay alignment: modest cash retainer/meeting fees, with equity grants (RSUs and options) that vest over time; director ownership guidelines met (alignment signal) .
- Independent board leadership (independent Chair) supports oversight quality .
- Potential Risks/Watch Items
- Related-party mortgage loan at preferential employee-program rates (>$120k) is permitted under policy and Regulation O but is a related-party exposure while she serves as Audit Chair; monitor for any changes in terms/size and consistency with policy .
- Activist presence: Stilwell Group at ~16% ownership and a Stilwell-affiliated director on the board can increase governance pressure and influence; monitor board dynamics and potential conflicts of interest management (Nominating/committee independence maintained per disclosure) .
- No RED FLAGS observed in proxy regarding: hedging/pledging exceptions for Ms. Jones, committee fee enhancements, attendance shortfalls, or undisclosed related-party dealings beyond the mortgage loan .