DEF 14A of Timberland Bancorp Inc
Filed Dec 18, 2024 · FY20240000939057-24-000334
Vote Required to Approve Proposal 1: Election of Directors
Vote Required to Approve Proposal 1: Election of Directors Directors are elected by a plurality of the votes cast, in person or by proxy, at the annual meeting by holders of Timberland common stock. Accordingly, the two nominees for election as directors who receive the highest number of votes actually cast will be elected. Pursuant to our Articles of Incorporation, shareholders are not permitted to cumulate their votes for the election of directors. Votes may be cast for or withheld from each nominee. Votes that are withheld and broker non-votes will have no effect on the outcome of the election because the nominees receiving the greatest number of votes will be elected. Our Board of Directors unanimously recommends that you vote FOR the election of each of its director nominees.
Board of Directors
Board of Directors The Boards of Directors of Timberland and Timberland Bank conduct their business through board and committee meetings. Both Boards generally meet on a monthly basis, holding additional special meetings as needed. During the fiscal year ended September 30, 2024, the Boards of Directors each held 12 meetings. No director of Timberland or Timberland Bank attended fewer than 75% of the total meetings of the boards and committees on which such person served during this period, including 100% committee attendance.
Corporate Governance
| DIRECTORS' COMPENSATION |
Corporate Governance
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Parul Bhandari | 44,256 | 19,750 | — | 64,006 | | Andrea M. Clinton | 40,920 | 19,750 | — | 60,670 | | Robert A. Drugge | 46,764 | 19,750 | — | 66,514 | | Kathy D. Leodler | 45,924 | 19,750 | — | 65,674 | | David A. Smith | 45,924 | 19,750 | — | 65,674 | | Michael J. Stoney | 52,179 | 19,750 | — | 71,929 | | Kelly Suter | 46,341 | 19,750 | — | 66,091 |
Corporate Governance
______________ (1)Represents the aggregate grant date fair value of awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation - Stock Compensation" ("FASB ASC Topic 718"). For a discussion of valuation assumptions, see Note 15 of the Notes to Consolidated Financial Statements in Timberland's Annual Report on Form 10-K for the year ended September 30, 2024. As of September 30, 2024, the directors had the following amounts of outstanding options to purchase shares of Timberland common stock: Directors Bhandari and Suter, 2,000 each; Directors Clinton and Leodler, 6,000 each; Director Drugge, 19,600; Director Smith, 9,000; and Director Stoney, 7,000. Each of the non-employee directors received a retainer of $3,410 per month. The Board Chair received an additional monthly retainer of $833 and each Committee Chair received an additional monthly retainer of $417, with the exception of the Budget Committee Chair, who received an additional monthly retainer of $105. No additional fees were paid for Board or committee meetings attended. Each non-employee director may periodically receive a discretionary stock-based award, if shares are available. On September 24, 2024, each non-employee director received an award of 645 shares of restricted stock. The shares vest pro rata over a three-year period from the grant date, with the first 33.3% vesting one year after the grant date.
Compensation Consultant
Compensation Consultant From time to time, the Compensation Committee engages outside advisors to assist the Committee with its responsibilities. In 2023, the Compensation Committee retained Blanchard Consulting Group ("Blanchard") to review Board compensation and to assist in developing a more formalized incentive plan for Timberland's executive officers for the year ending September 30, 2024. Blanchard was retained by, and reported directly to, the Compensation Committee and provided no other services to Timberland in 2024 and 2023. The engagement resulted in adjustments to Board member compensation and the implementation of a new executive officer incentive plan structure, which is described in more detail below under "Annual Incentive Compensation." Based on SEC and Nasdaq standards regarding compensation advisor independence, as well as the analysis conducted by Blanchard in its independence review, the Compensation Committee concluded that Blanchard is an independent and conflict-free advisor to the Committee.
Elements of Compensation
Non-equity incentive awards may be paid only if the following conditions are met: (1) the most recent safety and soundness regulatory exam must be satisfactory or better; (2) the individual executive officer must receive a satisfactory or better performance review for the year; (3) the non-equity incentive expense cannot cause Timberland Bank to fall below the well capitalized level set by regulators; and (4) a minimum net income level (50% of budget) must be achieved. Provided these conditions have been met, the Compensation Committee may use its discretion to increase or decrease the recommended incentive compensation amounts based on all available information and relevant factors. Long-Term Incentive Compensation. Long-term incentive compensation is intended to reward executives for their performance, while encouraging them to remain employed by Timberland and Timberland Bank. We grant long-term compensation in the form of equity awards and contributions to the Timberland Bank ESOP and 401(k) Plan. Equity-based compensation functions as a long-term incentive because awards are generally made with a five-year vesting schedule. In addition, the value of awards varies as a function of our financial performance. Awards are made either in the form of stock options or restricted stock. Awards may be subject to time- and/or performance-based conditions. We maintain the 2019 Equity Incentive Plan, which was approved by our shareholders. The plan is administered and interpreted by the Compensation Committee. Under the plan, the Committee determines which officers and key employees will receive awards, the number of shares subject to each option or shares of restricted stock awarded, and the vesting of the awards. Awards are based upon each executive officer's level of responsibility and expected contribution to Timberland and Timberland Bank. These factors differ from year to year, but are fundamentally driven by the Committee's view on what is necessary to most effectively support Timberland's business and leadership strategies. In addition, newly hired employees may receive awards at the time of their employment. The per share exercise price of an option will equal at least 100% of the fair market value of a share of common stock on the date the option is granted. All equity-based awards are subject to the approval of the Board of Directors. Timberland Bank also maintains an ESOP and 401(k) Plan; however no shares remain available for allocation under the ESOP. Employees who are at least 18 years old and have at least one year of service are eligible to participate in the 401(k). Each year, we make a contribution of at least three percent of each participant's eligible compensation to the 401(k) portion of the plan.
Summary Compensation Table
Summary Compensation Table The following table shows information regarding compensation earned by our named executive officers: (1) Dean J. Brydon, our principal executive officer; and (2) our two next most highly compensated officers who earned in excess of $100,000, who are Jonathan A. Fischer and Matthew J. DeBord.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compen-sation ($) | All Other Compen- sation ($)(2) | Total ($) | | Dean J. Brydon | 2024 | 385,000 | — | 55,116 | 144,375 | 20,280 | 604,771 | | Chief Executive Officer | 2023 | 326,621 | 97,986 | 47,898 | — | 18,780 | 491,285 | | Jonathan A. Fischer | 2024 | 325,500 | — | 55,116 | 122,063 | 20,280 | 522,959 | | President and Chief Operating Officer | 2023 | 295,000 | 88,500 | 47,898 | — | 18,780 | 450,178 | | Matthew J. DeBord | 2024 | 262,500 | — | 48,992 | 85,313 | 20,280 | 417,085 | | Executive Vice President and Chief Lending Officer | 2023 | 221,191 | 71,887 | 41,055 | — | 17,472 | 351,605 |
Summary Compensation Table
____________ (1)Represents the aggregate grant date fair value of awards, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 15 of the Notes to Consolidated Financial Statements in Timberland's Annual Report on Form 10-K for the year ended September 30, 2024. (2)The following table reflects all other compensation paid to our named executive officers for the year ended September 30, 2024.
Summary Compensation Table
| Name | 401(k) Plan Contribution ($) | Life Insurance Premiums ($) | | Dean J. Brydon | 19,800 | 480 | | Jonathan A. Fischer | 19,800 | 480 | | Matthew J. DeBord | 19,800 | 480 |
Summary Compensation Table
Employment Agreement. Timberland and Timberland Bank entered into amended employment agreements with Dean J. Brydon and Jonathan A. Fischer and a new employment agreement with Matthew J. DeBord on December 19, 2023, each with a three-year term. On each December 31 thereafter, the agreement term will be extended for an additional year unless either party gives at least 90 days prior written notice to the other that the employment period will not be extended, or the Board of Directors of Timberland or Timberland Bank (or in each case its designated committee) does not approve the renewal of the agreement. The agreements provide for an annual base salary of $385,000, $325,500 and $262,500 for Mr. Brydon, Mr. Fischer and Mr. DeBord, respectively, which is reviewed annually and may be increased at the discretion of the Board. The agreements provide that the executives will be eligible to receive performance-based and discretionary bonuses, as well as employee benefits on as favorable a basis as other similarly situated and performing senior executives of Timberland and Timberland Bank. The agreements provide that compensation may be paid in the event of the executive's disability, death or termination, as described below under "Potential Payments Upon Termination."
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows information regarding grants of plan-based awards made to our named executive officers for the fiscal year ended September 30, 2024.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Possible Payouts Under Non-equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Dean J. Brydon | | 57,750 | 115,500 | 144,375 | | | | | 09/24/24 | | | | 1,800 | 55,116 | | Jonathan A. Fischer | | 48,825 | 97,650 | 122,063 | | | | | 09/24/24 | | | | 1,800 | 55,116 | | Matthew J. DeBord | | 26,250 | 65,625 | 85,313 | | | | | 09/24/24 | | | | 1,600 | 48,992 |
Grants of Plan-Based Awards
____________ (1)Represents the threshold, target and maximum award opportunities under the non-equity incentive plan for 2024. The actual awards for 2024 are presented in the Summary Compensation Table. (2)Restricted stock awards vest ratably over the five-year period from the grant date, with the first 20% vesting one year after the grant date.
Outstanding Equity Awards
Outstanding Equity Awards The following information with respect to outstanding equity awards as of September 30, 2024 is presented for the named executive officers. The named executive officers did not have any equity incentive plan awards.
Outstanding Equity Awards
| | | Option Awards (1) | | | | Stock Awards (1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unxercisable | Option Exercise Price ($) | Option Expir- ation Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Dean J. Brydon | 04/30/15 | 3,000 | — | 10.55 | 04/30/25 | | | | | 09/22/15 | 2,000 | — | 10.71 | 09/22/25 | | | | | 09/27/16 | 2,000 | — | 15.67 | 09/27/26 | | | | | 09/23/17 | 2,000 | — | 29.69 | 09/23/27 | | | | | 09/25/18 | 1,600 | — | 31.80 | 09/25/28 | | | | | 09/24/19 | 1,500 | — | 27.14 | 09/24/29 | | | | | 09/22/20 | 2,000 | 500 | 16.87 | 09/22/30 | | | | | 09/28/21 | 1,500 | 1,000 | 28.23 | 09/28/31 | | | | | 09/27/22 | 1,000 | 1,500 | 27.40 | 09/27/32 | | | | | | | | | | 3,200 | 96,832 | | Jonathan A. Fischer | 04/30/15 | 3,000 | — | 10.55 | 04/30/25 | | | | | 09/22/15 | 2,000 | — | 10.71 | 09/22/25 | | | | | 09/27/16 | 2,000 | — | 15.67 | 09/27/26 | | | | | 09/23/17 | 2,000 | — | 29.69 | 09/23/27 | | | | | 09/25/18 | 1,600 | — | 31.80 | 09/25/28 | | | | | 09/24/19 | 1,500 | — | 27.14 | 09/24/29 | | | | | 09/22/20 | 2,000 | 500 | 16.87 | 09/22/30 | | | | | 09/28/21 | 1,500 | 1,000 | 28.23 | 09/28/31 | | | | | 09/27/22 | 1,000 | 1,500 | 27.40 | 09/27/32 | | | | | | | | | | 3,200 | 96,832 | | Matthew J. DeBord | 09/23/17 | 2,000 | — | 29.69 | 09/23/27 | | | | | 09/25/18 | 1,600 | — | 31.80 | 09/25/28 | | | | | 09/24/19 | 1,400 | — | 27.14 | 09/24/29 | | | | | 09/22/20 | 1,200 | 400 | 16.87 | 09/22/30 | | | | | 09/28/21 | 1,200 | 800 | 28.23 | 09/28/31 | | | | | 09/27/22 | 800 | 1,200 | 27.40 | 09/27/32 | | | | | | | | | | 2,800 | 84,728 |
Outstanding Equity Awards
____________ (1)Equity awards vest ratably over the five-year period from the grant date, with the first 20% vesting one year after the grant date. (2)Based on the closing price of Timberland common stock of $30.26 on September 30, 2024.
Potential Payments Upon Termination
Potential Payments Upon Termination We have entered into agreements with the named executive officers that provide for potential payments upon disability, termination and death. In addition, our equity plans also provide for potential payments upon termination. The following table shows, as of September 30, 2024, the value of potential payments and benefits following a termination of employment under a variety of scenarios.
Potential Payments Upon Termination
| | Involuntary Termination ($) | Involuntary Termination Following Change in Control ($) | Death ($) | Disability ($) | | Dean J. Brydon | | | | | | Employment Agreement | 887,976 | 928,549 | — | — | | Equity Plans | — | 110,495 | 110,495 | 110,495 | | Jonathan A. Fischer | | | | | | Employment Agreement | 754,110 | 911,893 | — | — | | Equity Plans | — | 110,495 | 110,495 | 110,495 | | Matthew J. DeBord | | | | | | Employment Agreement | 612,171 | 600,546 | — | — | | Equity Plans | — | 95,716 | 95,716 | 95,716 |
Potential Payments Upon Termination
Employment Agreements. Timberland and Timberland Bank entered into amended employment agreements with Dean J. Brydon and Jonathan A. Fischer and a new employment agreement with Matthew J. DeBord on December 19, 2023. The agreements provide that compensation may be paid in the event of the executive's disability, termination and death. The employment agreements provide for severance benefits in the event the executive's employment is terminated by Timberland and Timberland Bank, other than for cause or as a result of his death or disability, or if the employment is terminated by the executive for good reason ("Termination"). For a Termination not in connection with a change in control, the executive would be entitled to continued payments of his base salary as in effect at the time of Termination, including the pro rata portion of any incentive award that would have been payable had the employee continued to be employed (except that if Mr. DeBord's Termination occurs before the first anniversary of the agreement effective date, then the payment would be limited to one year's salary plus the pro rata portion of any incentive award), plus continued medical, dental, life insurance, and other benefits for the executive and his beneficiaries for the remaining term of the agreement. For a Termination occurring after a change in control event, the executive would be entitled to receive an amount equal to 299% of his "base amount" as defined under Section 280G of the Internal Revenue Code, payable in a lump sum within 25 days of the change in control, and continued benefits for the remaining term of the agreement. The "base amount" excludes gains attributable to compensation related to equity awards provided by Timberland and Timberland Bank. The agreement is subject to the golden parachute payment restrictions of Section 280G and other regulatory provisions, as well as Timberland's clawback policy. In the event of the death of the executive while employed, Timberland and Timberland Bank will jointly pay to the executive's estate, or such person as the executive may have previously designated in writing, the salary which was not previously paid to the executive and which he would have earned if he had continued to be employed under the agreement through the last day of the calendar month in which the executive died, together with the benefits provided under the agreement through such date. The employment agreements provide that if the executive becomes entitled to benefits under the terms of the then-current disability plan, if any, of Timberland or Timberland Bank or becomes otherwise unable to fulfill his duties under the employment agreement, he will be entitled to receive such group and other disability benefits, if any, as are then provided for executive employees. In the event of the executive's disability, the agreement will not be suspended, except that (1) the obligation to pay the executive's salary will be reduced by the amount of disability income benefits he receives and (2) upon a resolution adopted by a majority of the disinterested members of the Board of Directors or the Compensation Committee, Timberland and Timberland Bank may discontinue payment of the executive's salary beginning six months following a determination that he has become entitled to benefits under the disability plan or is otherwise unable to fulfill his duties under the employment agreement. The employment agreements contain restrictive covenants prohibiting the unauthorized disclosure of confidential information of Timberland or its affiliates during and after employment with Timberland and Timberland Bank. The agreements also prohibit the executive from competing with Timberland and its affiliates and for soliciting their employees or customers during employment and after termination of employment for any reason. The non- solicitation and non-competition provisions apply for a period of six months following any termination. Equity Plans. The 2014 Equity Incentive Plan and 2019 Equity Incentive Plan provide that upon a change in control of Timberland followed by an involuntary termination of the award recipient within 12 months of the change in control or upon the termination of the award recipient's service due to death or disability, all unvested awards under the relevant plan shall become exercisable in the case of stock options, or vest in the case of restricted stock, as of the date of the termination.
Pay Versus Performance
Pay Versus Performance In August 2022 pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), the SEC adopted Item 402(v) of Regulation S-K, requiring information about the relationship between executive compensation actually paid to our named executive officers and Timberland's financial performance.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (Brydon) ($)(1) | Compensa- tion Actually Paid to PEO (Brydon) ($)(2) | Summary Compensation Table Total for PEO (Sand) ($)(1) | Compensa- tion Actually Paid to PEO (Sand) ($)(2) | Average Summary Compensa- tion Table Total for Non-PEO NEOs ($)(1) | Average Compensa- tion Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(3) | Net Income ($) | | 2024 | 604,771 | 624,821 | — | — | 470,022 | 488,259 | 112.86 | 24,283,000 | | 2023 | 491,285 | 487,491 | 285,172 | 279,104 | 400,892 | 397,443 | 100.17 | 27,118,000 | | 2022 | — | — | 740,591 | 721,749 | 351,468 | 340,705 | 98.81 | 23,600,000 |
Pay Versus Performance
________ (1)Dean J. Brydon was appointed as Chief Executive Officer (principal executive officer ("PEO")) on February 1, 2023, succeeding Michael R. Sand. The compensation for Dean J. Brydon listed in the Summary Compensation Table for 2023 also includes $126,871 in compensation earned during the period (10/1/2022 - 1/31/2023) that he served as President and Chief Financial Officer. The compensation for Michael R. Sand listed in the Summary Compensation Table for 2023 also includes $20,460 for Board fees received after retiring as the Chief Executive Officer. The non-PEO named executive officers ("NEOs") for 2024 and 2023 are Jonathan A. Fischer and Matthew J. DeBord and for 2022 are Dean J. Brydon and Robert A. Drugge. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by Timberland's NEOs. For 2024, these amounts reflect the Summary Compensation Table totals with certain adjustments, as follows:
Pay Versus Performance
| Name | PEO ($) | Average of Non-PEO NEOs ($) | | Summary Compensation Table Total | 604,771 | 470,022 | | Decrease for amounts reported under the Stock Awards column in the Summary Compensation Table | (55,116) | (52,054) | | Increase for fair value at year-end of awards granted during year that remain unvested as of year-end | 54,468 | 51,442 | | Increase for change in fair value from prior period year-end to vesting date of award granted in prior years that vested during the year | 13,904 | 12,640 | | Increase for change in fair value at year-end of awards granted in prior years that remain unvested as of year-end | 6,794 | 6,209 | | Compensation Actually Paid ("CAP") | 624,821 | 488,259 |
Pay Versus Performance
(3)Total Shareholder Return ("TSR") assumes $100 invested on September 30, 2021, with all dividends reinvested. The following charts illustrate the relationship between the compensation actually paid to our named executive officers, calculated in accordance with Item 402(v) of Regulation S-K, and Timberland's total shareholder returns on a cumulative basis, assuming an investment of $100 on September 30, 2021 and all dividends reinvested, and net income over the two most recently completed fiscal years.
Pay Versus Performance
| PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Pay Versus Performance
Under the Dodd-Frank Act, we are required to include in our annual meeting proxy statements and present at the annual meeting of shareholders a non-binding shareholder resolution to approve the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. This proposal, commonly known as a "say-on-pay" proposal, gives shareholders the opportunity to endorse or not endorse the compensation of Timberland's executives as disclosed in this Proxy Statement. We currently hold a say-on-pay vote every year. The proposal will be presented at the annual meeting in the form of the following resolution: RESOLVED, that the shareholders approve the compensation of Timberland Bancorp, Inc.'s named executive officers as disclosed in the compensation tables and related material in the Proxy Statement for the 2025 annual meeting of shareholders. This vote will not be binding on our Board of Directors and may not be construed as overruling a decision by the Board or create or imply any additional fiduciary duty on the Board. It will also not affect any compensation paid or awarded to any executive. The Compensation Committee and the Board may, however, take into account the outcome of the vote when considering future executive compensation arrangements. Our executive compensation policies are designed to establish an appropriate relationship between executive pay and the annual and long-term performance of Timberland and Timberland Bank, to reflect the attainment of short- and long-term financial performance goals, to enhance our ability to attract and retain qualified executive officers, and to align to the greatest extent possible the interests of management and shareholders. Our Board of Directors believes that our compensation policies and procedures achieve these objectives. The Board of Directors unanimously recommends that you vote FOR approval of the compensation of our named executive officers as disclosed in this Proxy Statement.
Pay Versus Performance
| PROPOSAL 3 - ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION |
Pay Versus Performance
Under the Dodd-Frank Act, we were required to include in the proxy statement for the 2019 annual meeting of shareholders a non-binding shareholder vote to consider the timing of future shareholder votes on executive compensation. Shareholders voted in favor of holding an annual vote on executive compensation and the Board of Directors determined to adopt an annual frequency. The Dodd-Frank Act requires that shareholders be permitted to vote on the frequency of future votes on executive compensation at least once every six years. Accordingly, we are including in this Proxy Statement and presenting at this year's annual meeting a non-binding shareholder vote to consider the timing of future shareholder votes on executive compensation. This proposal gives shareholders the opportunity to vote on whether a resolution to approve the compensation of our named executive officers should be presented to shareholders every one, two or three years, or to abstain from voting. The Board of Directors believes that a resolution to approve the compensation of our named executive officers should be presented to shareholders every year because the Board is committed to strong corporate governance and an annual cycle provides for the greatest accountability to our shareholders. This vote will not be binding on our Board of Directors or Compensation Committee and may not be construed as overruling a decision by the Board or create or imply any additional fiduciary duty on the Board. It also will not affect when the shareholders will be asked to vote on executive compensation in future years. The Committee and the Board may, however, take into account the outcome of the vote when considering when to present shareholders with a resolution to approve executive compensation. The Board of Directors recommends that you vote for conducting an advisory vote on executive compensation EVERY YEAR.
Pay Versus Performance
| AUDIT COMMITTEE REPORT |
Pay Versus Performance
The Audit Committee reports as follows with respect to Timberland's audited financial statements for the fiscal year ended September 30, 2024: •The Audit Committee has reviewed and discussed the 2024 audited financial statements with management; •The Audit Committee has discussed with the independent registered public accounting firm, Delap LLP, the matters required to be discussed by PCAOB Auditing Standard 1301, Communications with Audit Committees; •The Audit Committee has received written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm's independence; and •The Audit Committee has, based on its review and discussions with management of the 2024 audited financial statements and discussions with the independent registered public accounting firm, recommended to the Board of Directors that Timberland's audited financial statements for the year ended September 30, 2024 be included in its Annual Report on Form 10-K. The foregoing report is provided by the following directors, who constitute the Audit Committee:
Pay Versus Performance
| Audit Committee: | Kelly A. Suter, Chair | | | David A. Smith | | | Michael J. Stoney |
Pay Versus Performance
This report shall not be deemed to be incorporated by reference or by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not otherwise be deemed filed under such acts.
Pay Versus Performance
| PROPOSAL 4 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Pay Versus Performance
The Audit Committee operates under a written charter adopted by the Board of Directors. In fulfilling its oversight responsibility of reviewing the services performed by Timberland's independent registered public accounting firm, the Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm. The Audit Committee also discussed with Delap LLP the overall scope and plans for the audit, and the results of its audit. The Committee also reviewed and discussed with Delap LLP the fees paid, as described below. The Audit Committee of the Board of Directors has selected Delap LLP as our independent registered public accounting firm for the year ending September 30, 2025 and that selection is being submitted to shareholders for ratification. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Delap LLP to our shareholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Timberland and our shareholders. Delap LLP served as our independent registered public accounting firm for the year ended September 30, 2024 and a representative of the firm will be present at the annual meeting to respond to appropriate questions and will have an opportunity to make a statement if he or she so desires. The Board of Directors unanimously recommends that you vote FOR the ratification of the appointment of Delap LLP as our independent registered public accounting firm. The following table sets forth the aggregate fees billed, or expected to be billed, to Timberland and Timberland Bank by Delap LLP for professional services rendered for the fiscal years ended September 30, 2024 and 2023.
Pay Versus Performance
| | Year Ended September 30, | | | | 2024 | 2023 | | Audit Fees (1)(2) | $377,225 | $344,945 | | Audit-Related Fees | — | — | | Tax Fees (3) | 22,000 | 26,000 | | All Other Fees (4) | 30,000 | 29,000 |
Pay Versus Performance
_____________ (1)Includes fees for the annual audit and quarterly reviews of the consolidated financial statements, plus out-of- pocket expenses. (2)Includes fees for the audit of internal control over financial reporting. (3)Consists of fees for the preparation of income tax returns and tax advice. (4)Includes fees for the audit of benefit plans. The Audit Committee pre-approves all audit and permissible non-audit services to be provided by the independent registered public accounting firm and the estimated fees for these services in connection with its annual review of its charter. Pre-approval may be granted by action of the full Audit Committee or by delegated authority to one or more members of the Audit Committee. If this authority is delegated, all approved non-audit services will be presented to the Audit Committee at its next meeting for ratification. In considering non-audit services, the Audit Committee or its delegate will consider various factors, including but not limited to, whether it would be beneficial to have the service provided by the independent registered public accounting firm and whether the service could compromise the independence of the independent registered public accounting firm. All of the services provided by Delap LLP described above were approved by the Audit Committee.
Pay Versus Performance
| MISCELLANEOUS |
Pay Versus Performance
The Board of Directors is not aware of any business to come before the annual meeting other than those matters described in this Proxy Statement. However, if any other matters should properly come before the meeting, it is intended that proxies in the accompanying form will be voted in respect thereof in accordance with the judgment of the person or persons voting the proxies. We will pay the cost of soliciting proxies. In addition to this mailing, our directors, officers and employees may also solicit proxies personally, electronically or by telephone without additional compensation. We will also reimburse brokers and other nominees for their expenses in sending these materials to you and obtaining your voting instructions. Our annual report to shareholders, including financial statements, will be mailed on or about December 18, 2024 to all shareholders of record as of the close of business on the record date. Any shareholder who has not received a copy of the annual report may obtain a copy by writing to the Corporate Secretary, Timberland Bancorp, Inc., 624 Simpson Avenue, Hoquiam, Washington 98550. The annual report is not to be considered as part of the proxy solicitation material or as having been incorporated herein by reference. In addition, a copy our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 is available to each record and beneficial owner of Timberland's common stock without charge upon written request to the Corporate Secretary at the address given above.
Pay Versus Performance
| SHAREHOLDER PROPOSALS |
Pay Versus Performance
Our Articles of Incorporation provide that in order for a shareholder to make nominations for the election of directors or proposals for business to be brought before a meeting, a shareholder must deliver notice of such nominations and/or proposals to the Corporate Secretary not less than 30 nor more than 60 days prior to the date of the meeting; provided that if less than 31 days' notice of the meeting is given to shareholders, such written notice must be delivered not later than the close of the tenth day following the day on which notice of the meeting was mailed to shareholders. We anticipate that, in order to be timely, shareholder nominations or proposals intended to be made at the annual meeting must be made by December 29, 2024. As specified in the Articles of Incorporation, the notice with respect to nominations for election of directors must set forth certain information regarding each nominee for election as a director, including the person's name, age, business address and number of shares of common stock held, a written consent to being named in the Proxy Statement as a nominee and to serving as a director, if elected, and certain other information regarding the shareholder giving such notice. The notice with respect to business proposals to be brought before the annual meeting must state the shareholder's name, address and number of shares of common stock held, a brief discussion of the business to be brought before the annual meeting, the reasons for conducting such business at the meeting, and any interest of the shareholder in the proposal. Proposals of shareholders intended to be presented at next year's annual meeting of shareholders must be received at the executive office at 624 Simpson Avenue, Hoquiam, Washington 98550, no later than August 20, 2025. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act, and as with any shareholder proposal (regardless of whether included in our proxy materials), our Articles of Incorporation and Bylaws. Shareholders who intend to solicit proxies in support of director nominees other than our nominees at next year's annual meeting of shareholders must provide notice that sets forth the information required under Rule 14a-19 of the Securities Exchange Act no later than November 28, 2025. BY ORDER OF THE BOARD OF DIRECTORS /s/Jonathan A. Fischer JONATHAN A. FISCHER CORPORATE SECRETARY Hoquiam, Washington