Robert Carney
About Robert F. Carney
Robert F. Carney, age 77, is an independent director of Sound Financial Bancorp (SFBC) and Sound Community Bank; he has served on the board since 1984 with his current term expiring at the 2028 annual meeting . He is retired; his background includes over 20 years in food retail management with budgeting and profit-responsibility, and he holds an MBA from the University of Southern California and an undergraduate degree in economics and business . He has 38 years of board experience with the institution, beginning when it was a $25 million‑in‑assets credit union, providing operational, budgeting, and financial management expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scolaris Food & Drug Company (Reno, NV) | Director of Meat & Seafood Merchandising | Feb 2008 – Jul 2017 | Managed merchandising; budgeting and profit generation responsibilities |
| Brown & Cole Stores (Bellingham, WA) | Director of Meat & Seafood Merchandising | Prior to Feb 2008; six years | Management roles with budgeting/profit responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 proxy . |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board has determined Carney is independent under Nasdaq rules . |
| Committee assignments | Audit Committee member (current members: Jones–chair, Riojas, Porcelli, Carney, Haddad) . |
| Committee chair roles | None (Audit chaired by Debra Jones; Compensation chaired by James Sweeney; Nominating chaired by David Haddad) . |
| Attendance and engagement | No incumbent director attended fewer than 75% of aggregate board and committee meetings in 2024; all directors attended last year’s annual meeting . |
| Board/committee activity levels | SFBC Board: 4 regular meetings; Bank Board: 10 regular; Compensation: 5; Audit: 4; Nominating: 1 (FY2024) . |
| Term and tenure | Director since 1984; term expires 2028 . |
| Board leadership | Independent, non-executive Chairman (Tyler Myers); CEO and Chair roles separated . |
| Stock ownership guidelines | Non‑employee directors expected to own at least $50,000 in stock within two years; all current non‑employee directors meet the threshold . |
| Hedging/pledging policy | Prohibits hedging and pledging; limited pledge exceptions require financial capacity; margin accounts prohibited . |
Fixed Compensation
| Component | Detail |
|---|---|
| Annual retainer (2024) | $33,960 cash retainer for Bank Board service (no separate SFBC retainer) . |
| Meeting fees (2024) | $1,500 per monthly Bank Board meeting attended; no additional committee or special meeting fees . |
| 2024 actual cash paid (Carney) | Fees earned/paid in cash: $48,960 . |
| All other compensation (2024) | $304 (dividends on unvested restricted stock) . |
| Total 2024 director compensation (Carney) | $62,239 . |
Performance Compensation
| Award Type | Grant Date | Quantity/Price | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | Jan 26, 2024 | 250 shares at reference price $39.89 | $9,973 | Vests in 3 equal annual installments beginning Jan 26, 2025 | As of Dec 31, 2024, each director (ex- Porcelli) held 400 unvested shares . |
| Stock Options | Jan 26, 2024 | 265 options; exercise price $39.89 | $3,002 | Vests in 3 equal annual installments beginning Jan 26, 2025 | As of Dec 31, 2024, Carney held total options on 1,875 shares . |
- No director performance metrics disclosed for equity; awards are time-vested and accelerate upon death, disability, or change in control; non‑vested awards are forfeited upon other terminations and vested option exercise windows shorten to 3 months .
Other Directorships & Interlocks
- No other public company directorships disclosed for Carney in the 2025 proxy .
- Board includes a representative of a significant shareholder (Stilwell Group) as a director (Corissa Porcelli); Board continues to deem her independent under Nasdaq rules .
Expertise & Qualifications
- MBA (USC); undergraduate in economics and business .
- 20+ years management experience in food retail; 12 years with budgeting and profit responsibility .
- Extensive board experience (38 years) with the institution; knowledge of credit union/bank operations and governance .
- Audit Committee member; Audit Committee financial expert designation resides with Debra Jones, CPA, not Carney .
Equity Ownership
| As of | Beneficial Ownership (shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| Mar 31, 2025 | 12,845 | <1% | Includes options to acquire 1,318 shares and 217 restricted shares; 2,566,069 shares outstanding . |
| Dec 31, 2024 (position detail) | — | — | Unvested restricted shares: 400; total options outstanding: 1,875 . |
| Policy context | — | — | Hedging/pledging prohibited (limited pledge exceptions); all non‑employee directors meet $50,000 ownership guideline . |
Related‑Party Transactions and Conflicts
- No preferential loan or other related‑party transaction involving Carney was disclosed for 2023–2024; preferential‑rate mortgages were disclosed for other directors/executives (not Carney) consistent with Regulation O .
- Insider trading policy prohibits hedging/pledging and margin accounts, mitigating alignment risks; no exceptions disclosed for Carney .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑pay (2024 meeting) approved by approximately 94.7% of votes cast, indicating broad shareholder support for compensation practices overseen by the board .
Governance Assessment
- Positives
- Independent director with Audit Committee service; board separates CEO and Chair roles, and maintains robust anti‑hedging/pledging policies .
- Meaningful equity element in director pay (restricted stock and options) with time‑based vesting; all directors meet stock ownership guideline, supporting alignment .
- No Carney‑specific related‑party transactions; attendance at or above 75%, and annual meeting attendance by all directors .
- Potential red flags (monitor)
- Very long tenure (director since 1984) may raise independence/performance refresh concerns despite formal Nasdaq independence .
- Equity awards to directors are time‑based rather than performance‑conditioned; while typical for banks of this size, they do not directly tie director equity to explicit performance metrics .
Overall: Carney brings substantial board and operating experience and serves on the Audit Committee with no disclosed conflicts or attendance issues; however, investors may scrutinize his multi‑decade tenure as a potential independence/refresh risk.