Rogelio Riojas
About Rogelio Riojas
Independent director of Sound Financial Bancorp (SFBC); age 74; director since 2005; current term expires at the 2027 annual meeting. He is the long‑time Chief Executive Officer of Sea Mar Community Health Centers, with 45+ years leading a large, heavily regulated healthcare and social services organization serving low‑income and underserved populations in Washington, bringing deep management, administrative, and human resources experience to SFBC’s board . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sea Mar Community Health Centers | Chief Executive Officer | 45+ years | Extensive management in regulated healthcare; experience in compensation and personnel management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sea Mar Community Health Centers | Chief Executive Officer | 45+ years | Non‑profit healthcare/social services; local community focus |
Board Governance
- Independence: Independent director (one of 7 independent of 8 total) as determined by the Board under NASDAQ rules .
- Committees: Member, Audit Committee (Chair: Debra Jones); member, Nominating Committee (Chair: David S. Haddad, Jr.). Not a member of Compensation Committee .
- Meeting cadence and attendance: SFBC Board met 4 times in 2024; the Bank Board met 10 times. No incumbent director attended fewer than 75% of aggregate Board and committee meetings on which they served in 2024. All directors attended last year’s annual shareholder meeting .
- Board leadership: Independent Chairman structure (Chairman Tyler K. Myers), with Chairman presiding at Board meetings and executive sessions and setting agendas with the CEO .
- Stock ownership guidelines: Outside directors are expected to own SFBC stock worth at least $50,000 within two years (with $10,000 within one year); all current non‑employee directors meet the threshold .
- Insider trading/hedging/pledging policy: Prohibits holding SFBC stock in margin accounts or pledging as loan collateral (exceptions require demonstrable capacity to repay without pledged stock) and prohibits hedging transactions (e.g., forwards, swaps, collars, exchange funds) .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer + meeting fees | $48,960 | Director cash fees for Bank Board service; no additional committee or special meeting fees; no separate holding‑company director pay |
| 2024 | All other compensation (dividends on unvested RS) | $304 | Dividends on unvested restricted stock |
| 2024 | Total cash + other | $49,264 | Sum of cash fees and other compensation |
Director compensation policy details:
- Retainer: $33,960 annual retainer per director; $1,500 per monthly Bank Board meeting attended (no separate fees for holding‑company board, committees, or special meetings) .
- Travel/education: Reimbursement for customary out‑of‑pocket expenses; D&O liability insurance premiums paid; incremental spousal costs borne personally by directors .
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant/Exercise Price | Vesting Schedule | Grant Date Fair Value |
|---|---|---|---|---|---|
| Restricted Stock | 1/26/2024 | 250 shares | $39.89 per share | 3 equal annual installments commencing 1/26/2025; accelerates on death, disability, or change in control | $9,973 (ASC 718) |
| Stock Options | 1/26/2024 | 265 options | $39.89 exercise price | 3 equal annual installments commencing 1/26/2025; accelerates on death, disability, or change in control | $3,002 (ASC 718) |
Additional equity position context:
- As of 12/31/2024, Riojas held 1,255 total shares underlying stock options (cumulative) and, like other directors excluding Porcelli, 400 unvested restricted shares; awards accelerate upon death/disability/change in control and non‑vested awards cancel upon other termination, with 3‑month post‑termination option exercise window for vested awards .
Performance metrics tied to director compensation: None disclosed; director equity grants are time‑based and not contingent on performance goals .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
| No other public company directorships for Mr. Riojas are disclosed in SFBC’s latest proxy . |
Expertise & Qualifications
- Deep management/administrative experience in heavily regulated healthcare, plus compensation and HR expertise; significant local community knowledge; brings oversight skills relevant to banking risk and compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Rogelio Riojas | 37,662 | 1.5% | Includes options to acquire 1,318 shares (no voting/dispositive power) and 217 restricted shares (sole voting, no dispositive power). Shares outstanding: 2,566,069 |
Ownership alignment signals:
- Meets director stock ownership guidelines; pledged/margin accounts prohibited by policy; hedging prohibited .
Governance Assessment
- Committee impact: As an Audit Committee member, Riojas shares oversight of financial reporting integrity, internal controls, compliance, auditor independence, and risk areas including loans and cybersecurity; Audit Committee met 4 times in 2024. As a Nominating Committee member, he helps drive director nominations, committee assignments, and governance criteria (independence, conflicts, attendance, stock ownership, specialized knowledge, residency/community commitment) .
- Independence and engagement: Confirmed independent; attended at least 75% of aggregate Board and committee meetings; presence on risk‑critical Audit Committee supports board effectiveness and investor confidence .
- Pay structure/alignment: Balanced cash and time‑based equity; annual retainer plus meeting fees; modest time‑vested RS/option awards with change‑in‑control acceleration; dividends paid on unvested RS. No committee fees or special meeting fees, limiting pay inflation; ownership guidelines enforced; no director‑specific performance pay disclosed .
- Conflicts/related party exposure: No preferential‑rate loans above $120,000 disclosed for Riojas in 2024/2023; the insider loans list excludes him. Company policy restricts pledging and hedging, and related‑party transactions are limited and disclosed (e.g., certain executive/insider mortgages under Regulation O) .
- Shareholder sentiment: Say‑on‑pay for 2023 compensation approved by approximately 94.7% of votes cast in 2024, indicating strong overall compensation governance support at the company level .
RED FLAGS: None specifically tied to Mr. Riojas in the proxy. Safeguards include anti‑pledging/hedging policy and independence determinations. Note the presence of an activist‑affiliated director (Porcelli, Stilwell Group) on the Board, which can affect board dynamics but is not a conflict assigned to Riojas .