James Sweeney
About James E. Sweeney
Independent director; age 75 (as of Dec 31, 2024); director since 1986, giving ~39 years of board service. Retired executive with prior roles as Vice President at Vitamin Shoppe, and President & CEO of Super Supplements; brings general business, finance, and risk management expertise and experience guiding businesses through economic cycles. The Board has determined Sweeney is independent under Nasdaq rules. All directors attended last year’s annual shareholder meeting, and no incumbent director was under 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Super Supplements, Inc. | President & CEO | Jun 2006 – Feb 2013 | Led a Pacific Northwest vitamins/nutrition retail chain until acquisition by Vitamin Shoppe; operational and risk management experience. |
| Vitamin Shoppe, Inc. | Vice President | Not disclosed | National retailer; retail operations and finance experience. |
| Corporate Strategies & Development, LLC | Managing Partner | Pre-2006 (not disclosed) | Management consulting; strategic and risk guidance across cycles. |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Sweeney. |
Board Governance
- Committee assignments: Chair, Compensation Committee; member composition (Sweeney, Jones, Haddad, Myers); met 5 times in 2024 (also 5 times in 2023).
- Audit Committee and Nominating Committee: Sweeney is not listed as a member. Audit: Jones (chair), Riojas, Porcelli, Carney, Haddad (4 meetings in 2024). Nominating: Haddad (chair), Riojas, Jones (1 meeting in 2024).
- Independence: Board determined Sweeney (and the majority of directors) are independent under Nasdaq rules.
- Attendance: In 2024, SFBC Board held 4 meetings; the Bank Board held 10; no director fell below 75% across board/committee meetings; all directors attended last year’s annual shareholder meeting.
- Leadership: Independent Chairman (Tyler Myers); CEO roles separated from Chair.
- Stock ownership guidelines: Non-employee directors expected to own ≥$50,000 of stock within two years; all current non-employee directors meet threshold.
- Shareholder votes: 2025 election—Sweeney received 1,593,641 “For” vs 178,831 “Withheld”; Say-on-pay 2025 “For” 1,716,449; 2024 say-on-pay approval ~94.7%.
Fixed Compensation
Director compensation is paid for service on Sound Community Bank’s Board (no separate pay for SFBC Board); annual retainer plus meeting fees; no additional committee fees.
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer and board meeting fees | $48,960 | $48,960 |
| Committee chair/member fees | $0 (not paid) | $0 (not paid) |
| Meeting fees (structure) | $1,500 per monthly Bank Board meeting | $1,500 per monthly Bank Board meeting |
| All Other Compensation (dividends on unvested RS) | $212 | $304 |
| Total director compensation | $60,824 | $62,239 |
Performance Compensation
SFBC grants time-based equity (restricted stock) and stock options to directors; vesting accelerates upon death/disability or change in control; non-vested awards cancel upon other terminations; options pricing at fair market value on grant date. No disclosed performance metrics tied to director equity awards.
| Award Type | Grant Date | Shares/Options | Grant-date Pricing/Value | Vesting | Outstanding (as of 12/31/24) |
|---|---|---|---|---|---|
| Restricted Stock | Jan 27, 2023 | 200 shares | $40.13 per share fair value | 25% immediate; remainder in 3 equal annual installments starting Jan 27, 2024 | 287 unvested shares per director named (aggregate context) |
| Stock Options | Jan 27, 2023 | 320 options | Aggregate grant-date fair value $3,626 | 25% immediate; remainder in 3 equal annual installments starting Jan 27, 2024 | Total Sweeney options 1,310 as of 12/31/23 |
| Restricted Stock | Jan 26, 2024 | 250 shares | $39.89 per share fair value; $9,973 grant-date fair value | 3 equal annual installments starting Jan 26, 2025 | 400 unvested shares (per director named, excluding Porcelli) |
| Stock Options | Jan 26, 2024 | 265 options | $3,002 grant-date fair value; exercise price at FMV | 3 equal annual installments starting Jan 26, 2025 | Total Sweeney options 1,575 (as of 12/31/24) |
Acceleration, cancellation, and post-termination option exercise reduction (to 3 months) as disclosed apply to director awards.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed for Sweeney | — | — | SFBC added Corissa Porcelli (Stilwell Group) to Board in 2024; Board size expanded to accommodate nominee preferred by largest shareholder (Stilwell Funds). Not an interlock for Sweeney, but relevant activist influence context. |
Expertise & Qualifications
- Executive retail and consulting background; business operations, budgeting, finance, risk management; long-standing local market knowledge.
- Governance: Compensation Committee Chair with multi-year experience overseeing CEO and executive compensation programs.
Equity Ownership
| Ownership Metric | As of Mar 28, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Shares beneficially owned | 20,371 | 17,756 |
| Percent of outstanding | <1% (*) | <1% (*) |
| Options included in beneficial ownership | 1,070 | 1,318 |
| Restricted shares included in beneficial ownership | 400 | 217 |
| Shares outstanding reference | 2,558,546 | 2,566,069 |
Stock ownership guidelines: Sweeney meets director ownership threshold (≥$50,000 within two years). Hedging prohibited; pledging generally prohibited with limited exception for non-margin loans if financial capacity to repay is demonstrated.
Related Party Transactions and Potential Conflicts
Preferential-rate mortgage loan (consistent with Regulation O employee loan program terms; same terms available to employees generally; reverts to market rates if employment ends). Amounts exceeded $120,000; disclosed details:
| Year | Interest Rate | Largest Principal Balance | Year-end Principal Balance | Principal Paid | Interest Paid |
|---|---|---|---|---|---|
| 2023 | 1.63% | $274,386 | $255,870 | $18,516 | $4,180 |
| 2024 | 3.00% | $255,870 | $237,985 | $17,886 | $5,978 |
Policy indicates loans are made on substantially the same terms as for employees and do not involve more than normal risk; however, preferential-rate director loans can be perceived as a potential conflict by some investors despite regulatory allowance.
Say-on-Pay & Shareholder Feedback
| Item | 2024 Vote (relating to 2023 pay) | 2025 Vote (relating to 2024 pay) |
|---|---|---|
| Say-on-pay approval | ~94.7% approval | 1,716,449 “For”; 38,803 “Against”; 17,220 “Abstain”; 420,546 broker non-votes |
| Frequency vote | Board adopted annual say-on-pay; most votes for 1 year in 2024 frequency vote | — |
Compensation Committee Analysis
- Composition: Sweeney (Chair), Jones, Haddad, Myers; all independent under Nasdaq rules. Met five times in 2024 (and 2023).
- Scope: CEO and executive pay decisions; monitoring and recommending plan changes; recommending director pay structure; annual CEO performance review.
Governance Assessment
- Strengths: Long-tenured independent director with deep operating and risk experience; Compensation Committee chair role suggests active oversight of pay; strong shareholder support for his re-election in 2025; robust say-on-pay approvals reinforce investor alignment. Stock ownership guidelines enforced; hedging/pledging restrictions in policy. Attendance standards met.
- Alignment: Mix of cash retainer plus time-based equity/options; continued equity grants with vesting promotes retention; director equity accelerates on change in control (standard for small-cap banks).
- RED FLAGS and watch items:
- Preferential-rate director mortgage loan, while permissible under Regulation O, may be viewed by some as a conflict or optics risk; continue monitoring for any expansion of related-party transactions.
- Activist influence in 2024 board expansion (Stilwell Group-backed nominee) increases governance scrutiny; not directly a conflict for Sweeney but elevates board dynamics.