Tyler Myers
About Tyler K. Myers
Tyler K. Myers (age 62) is the independent, non-executive Chairman of the Board of Sound Financial Bancorp, Inc. and Sound Community Bank; he has served on the board since 1993 (nominee for term expiring 2028) . Myers is President and General Partner of The Myers Group (retail businesses in grocery, hardware, fuel), where he has worked since 1978; the proxy cites leadership, management, financial and administrative skills and deep local market knowledge as core credentials . The Board has determined Myers is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sound Financial Bancorp / Sound Community Bank | Director (Chairman) | Director since 1993; Chairman currently | Leads Board agendas, presides at meetings and executive sessions; independent oversight |
| The Myers Group | President & General Partner | Since 1978 | Oversees business and real estate operations; brings local economy knowledge |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| The Myers Group | President & General Partner | No disclosure of public listing | Conglomerate of retail businesses (grocery, hardware, fuel) |
| Other public company boards | — | — | None disclosed in SFBC proxy biography |
Board Governance
- Independence and leadership: Myers serves as independent, non-executive Chairman; Board believes this structure ensures strong oversight and allows the CEO to focus on operations .
- Committee assignments: Member, Compensation Committee (Chair: Sweeney; members: Jones, Haddad, Myers); Committee met 5 times in 2024; all members independent .
- Audit and Nominating: Myers is not listed on Audit (Chair: Jones; met 4 times) or Nominating (Chair: Haddad; met once) committees .
- Attendance: In 2024, SFBC Board met quarterly; Bank Board met monthly; no incumbent director attended fewer than 75% of aggregate Board/committee meetings; all directors attended the prior annual shareholder meeting .
- Ownership alignment: Director stock ownership guideline requires $50,000 within two years ($10,000 within first year); all current non-employee directors meet the threshold .
- Shareholder communications: Shareholders may write directly to “Tyler K. Myers, Chairman of the Board” at the company address .
- Say-on-pay signal: 2024 say-on-pay vote (on 2023 compensation) approved by ~94.7% of votes cast, indicating broad shareholder support .
Fixed Compensation
| Year | Cash Retainer | Per-Meeting Fees | Committee/Meeting Fees | All Other Compensation (Dividends) | Total Cash Components |
|---|---|---|---|---|---|
| 2024 | $33,960 | $1,500 per monthly Bank Board meeting | No additional committee or special meeting fees | $304 | $48,960 cash fees + $304 dividends |
| 2024 Director Compensation (Myers) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $48,960 |
| Stock Awards (grant date fair value) | $9,973 |
| Option Awards (grant date fair value) | $3,002 |
| All Other Compensation (dividends on unvested restricted stock) | $304 |
| Total | $62,239 |
Notes:
- CEO receives no separate director compensation; directors are compensated for service on the Bank board only .
- Travel/lodging and customary out-of-pocket expenses reimbursed; D&O insurance premiums paid by the Bank .
Performance Compensation
| Equity Award Parameters (Directors; Myers-specific included) | Detail |
|---|---|
| Restricted Stock Grant Date | January 26, 2024 |
| Restricted Stock – Shares Granted | 250 shares (per director named) |
| Grant Date Fair Value | $39.89 per share |
| Vesting | Three equal annual installments beginning Jan 26, 2025 |
| Unvested Restricted Shares at 12/31/2024 | Each director (excluding Porcelli) held 400 unvested shares |
| Stock Option Grant Date | January 26, 2024 |
| Option – Shares Granted | 265 shares (per director named) |
| Option Exercise Price | $39.89 |
| Vesting | Three equal annual installments beginning Jan 26, 2025 |
| Total Option Holdings (Myers) | 1,575 shares underlying stock options as of 12/31/2024 |
| Accelerated Vesting Triggers | Death, disability, or change in control (director awards accelerate); non-vested awards canceled upon other termination; vested options generally exercisable for 3 months post-termination |
Performance metrics: No director equity awards tied to financial/TSR/ESG metrics; awards are time-based with change-in-control acceleration .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Myers in SFBC proxy |
Expertise & Qualifications
- Retail operating executive: Decades leading The Myers Group; brings leadership, management, financial and administrative skills to the board .
- Local market knowledge: Over 40 years of participation in the local business community, providing insight into the regional economy and business opportunities .
- Governance role: Independent Chairman providing agenda-setting, meeting leadership, and executive session oversight .
Equity Ownership
| Ownership Component (Myers) | Shares | Notes |
|---|---|---|
| Total Beneficial Ownership | 48,765 | 1.9% of 2,566,069 shares outstanding |
| 401(k) | 21,430 | Held in Mr. Myers’ 401(k) account |
| Partnership | 4,371 | Held in a partnership in which he is a partner |
| UTMA (daughter) | 1,000 | Mr. Myers is trustee |
| Options (exercisable/unexercisable) | 1,318 | No voting or dispositive power over these options per footnote |
| Restricted Stock | 217 | Sole voting power, no dispositive power |
| Directors’ Unvested Restricted Shares (general) | 400 | Each director (excluding Porcelli) held 400 unvested shares at 12/31/2024 |
Ownership alignment and risk controls:
- Stock ownership guideline: $50,000 within two years ($10,000 within first year); all current non-employee directors meet the threshold .
- Hedging/pledging: Insider trading policy generally prohibits pledging and hedging; limited pledge exceptions require demonstrated capacity to repay; hedging instruments explicitly prohibited .
Related-Party Exposure (Loans)
Ordinary-course preferential-rate mortgage loans to directors and officers are permitted if consistent with Regulation O and employee programs; terms reset to market upon departure .
| Year | Interest Rate | Largest Principal Balance | Year-End Principal | Principal Paid | Interest Paid |
|---|---|---|---|---|---|
| 2023 (older) | 1.50% | $328,622 | $307,780 | $20,842 | $4,786 |
| 2024 (newer) | 2.75% | $307,780 | $287,848 | $19,932 | $7,253 |
Committee Assignments (2024)
| Committee | Role (Myers) | Chair | Meetings in 2024 |
|---|---|---|---|
| Compensation | Member | James E. Sweeney | 5 |
| Audit | Not a member | Debra Jones | 4 |
| Nominating | Not a member | David S. Haddad, Jr. | 1 |
Governance Assessment
- Strengths: Independent Chairman structure enhances board oversight and accountability; clear committee charters; robust independence determinations; shareholder communications line to the Chair; strong director ownership guideline compliance .
- Engagement and attendance: No director fell below 75% attendance; directors expected to attend annual meetings and all did so last year—positive engagement signal .
- Compensation alignment: Director pay is modest with cash retainers and time-based equity; no meeting/committee fees beyond standard Bank Board meetings, limiting potential per-meeting incentives; change-in-control acceleration exists but is standard for small-cap banks .
- Shareholder support: High say-on-pay approval (~94.7%) suggests investor confidence in overall compensation governance; while focused on executives, it reflects broader sentiment .
RED FLAGS and watch items:
- Related-party loans at preferential employee rates are disclosed (mortgage loan for Myers); these are permissible under Regulation O but merit monitoring for fair treatment and optics in rising rate environments .
- Pledging risk: Policy generally prohibits pledging, with limited exceptions; no pledging by Myers is disclosed, but any exception use would be a red flag—none noted .
- No evidence of option repricing, tax gross-ups, hedging, or other shareholder-unfriendly practices disclosed for directors—no material red flags found in proxy .