|
Sincerely, |
|
|
|
|
|
/s/ Jon C. Parker
|
|
Jon C. Parker
Chairman of the Board
|
Proposal 1. |
Election of three directors to each serve for a term of three years.
|
Proposal 2. |
Advisory (non-binding) approval of our executive compensation as disclosed in this Proxy Statement.
|
Proposal 3. |
Ratification of the Audit Committee’s selection of Delap LLP as our independent registered public accounting firm for 2022.
|
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
|
|
|
/s/ DEAN J. BRYDON
|
|
DEAN J. BRYDON
CORPORATE SECRETARY
|
Date: |
Tuesday, January 25, 2022
|
Time: |
1:00 p.m., local time
|
Place: |
Virtual meeting at www.virtualshareholdermeeting.com/TSBK2022
|
Proposal 1. |
Election of three directors to each serve for a term of three years.
|
Proposal 2. |
Advisory (non-binding) approval of our executive compensation as disclosed in this Proxy Statement.
|
Proposal 3. |
Ratification of the Audit Committee’s selection of Delap LLP as our independent registered public accounting firm for 2022.
|
•
|
submitting a new proxy with a later date;
|
•
|
notifying the Corporate Secretary of Timberland in writing before the annual meeting that you have revoked your proxy; or
|
•
|
voting at the annual meeting.
|
•
|
those persons or entities (or groups of affiliated persons or entities) known by management to beneficially own more than five percent of Timberland’s common stock other than directors
and executive officers;
|
•
|
each director and director nominee of Timberland;
|
•
|
each executive officer of Timberland or Timberland Bank named in the Summary Compensation Table appearing under “Executive Compensation” below (known as “named executive officers”); and
|
•
|
all current directors and executive officers of Timberland and Timberland Bank as a group.
|
Number of Shares
|
Percent of Shares
|
|||
Name
|
Beneficially Owned (1)
|
Outstanding (%)
|
||
Beneficial Owners of More Than 5% |
||||
Timberland Bank Employee Stock Ownership and 401(k) Plan
|
580,161 (2)
|
6.9
|
||
Dimensional Fund Advisors LP
|
596,125 (3)
|
7.1
|
||
Royce & Associates, LP
|
532,598 (4)
|
6.4
|
||
Directors
|
||||
Parul Bhandari
|
--
|
*
|
||
Andrea M. Clinton
|
12,965
|
*
|
||
Kathy D. Leodler
|
2,205
|
*
|
||
Jon C. Parker
|
45,952
|
*
|
||
David A. Smith
|
23,523
|
*
|
||
Michael J. Stoney
|
10,250
|
*
|
||
Kelly A. Suter
|
500
|
*
|
||
Named Executive Officers
|
||||
Michael R. Sand (5)
|
174,138
|
2.1
|
||
Dean J. Brydon
|
76,009
|
*
|
||
Robert A. Drugge
|
49,418
|
*
|
||
All Executive Officers and Directors as a Group (13 persons)
|
456,815
|
5.4
|
||
____________ |
(1)
|
The amounts shown also include the following number of shares which the indicated individuals have the right to acquire within 60 days of the voting record date through the exercise of
stock options: Ms. Clinton, 6,000 shares; Messrs. Parker and Smith, 7,000 shares each; Mr. Stoney, 3,000 shares; Ms. Leodler, 2,000 shares; Mr. Sand, 7,200 shares; Mr. Brydon, 24,660 shares; Mr. Drugge, 19,660 shares; and all executive
officers and directors as a group, 101,460 shares.
|
(2)
|
Represents shares held in the ESOP and 401(k) Plan, consisting of 186,524 shares in the 401(k) portion of the Plan and 393,637 shares in the ESOP portion of the Plan. The Plan has shared
voting and dispositive power with respect to shares held by participants. As of the voting record date, 60,872 shares in the 401(k) portion of the Plan were in the accounts of executive officers and included in their totals above. As of the
voting record date, all shares in the ESOP portion of the Plan have been allocated to participants’ accounts including 103,207 shares to executive officers which is included in their totals above. The address of the Plan is 624 Simpson
Avenue, Hoquiam, Washington 98550.
|
(3)
|
Based solely on a Schedule 13G/A dated February 16, 2021, reporting sole voting power over 579,570 shares and sole dispositive power over 596,125 shares. According to this filing,
Dimensional Fund Advisors LP furnishes investment advice to four investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In
certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively,
“Dimensional”) may possess voting and/or investment power over the shares reported, and may be deemed to be the beneficial owner of the shares held by the Funds. However, the shares reported are owned by the Funds. Dimensional disclaims
beneficial ownership of such securities. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
|
(4)
|
Based solely on a Schedule 13G/A dated January 27, 2021, reporting sole voting and dispositive power over the shares. The address of Royce & Associates, LP is 745 Fifth Avenue, New
York, New York 10151.
|
(5)
|
Mr. Sand is also a director of Timberland.
|
Age as of
|
Year First Elected or
|
Term to
|
||||
Name
|
September 30, 2021
|
Appointed Director (1)
|
Expire
|
|||
Board Nominees | ||||||
Parul Bhandari
|
46
|
2021
|
2025 (2)
|
|||
Michael R. Sand
|
67
|
1993
|
2025 (2)
|
|||
David A. Smith
|
66
|
2000
|
2025 (2)
|
|||
Directors Continuing in Office
|
||||||
Jon C. Parker
|
72
|
1992
|
2023
|
|||
Michael J. Stoney
|
52
|
2010
|
2023
|
|||
Kelly A. Suter
|
52
|
2020
|
2023
|
|||
Andrea M. Clinton
|
64
|
1996
|
2024
|
|||
Kathy D. Leodler
|
66
|
2017
|
2024
|
|||
___________ |
(1)
|
For years prior to 1998, includes prior service on the Board of Directors of Timberland Bank. Each member of our Board of Directors is also a member of the Board of Directors of the Bank.
|
(2)
|
Assuming election or re-election.
|
Current or Past
Owner of a
Business
Enterprise
|
CPA or
Financial
Expert
|
Attorney
|
Technology
Expert
|
Strong
Community
Presence or
Involvement
|
Knowledge
of Local
Real Estate
Markets
|
Current
or Past
CEO or
President
|
|||||||
Parul Bhandari
|
X
|
X
|
X
|
||||||||||
Andrea M. Clinton
|
X
|
X
|
X
|
X
|
|||||||||
Kathy D. Leodler
|
X
|
X
|
X
|
X
|
X
|
||||||||
Jon C. Parker
|
X
|
X
|
X
|
X
|
X
|
||||||||
Michael R. Sand
|
X
|
X
|
X
|
||||||||||
David A. Smith
|
X
|
X
|
X
|
X
|
|||||||||
Michael J. Stoney
|
X
|
X
|
X
|
X
|
X
|
||||||||
Kelly A. Suter
|
X
|
X
|
X
|
X
|
X
|
X
|
Board Diversity Matrix (As of December 17, 2021)
|
||||
Board Size:
|
||||
Total number of directors
|
8
|
|||
Gender:
|
Female
|
Male
|
Non-binary
|
Gender Undisclosed
|
Number of directors based on gender identity
|
4
|
4
|
--
|
--
|
Number of directors who identify in any of the categories below:
|
||||
Asian
|
1
|
--
|
--
|
--
|
White
|
3
|
4
|
--
|
--
|
Audit
Committee
|
Budget
Committee
|
Nominating
Committee
|
Strategic
Planning and
Enterprise Risk
Management
Committee
|
Technology
Committee
|
Compensation Committee
|
||||||
Parul Bhandari
|
√
|
√
|
√
|
||||||||
Andrea M. Clinton
|
√
|
√
|
√
|
√
|
|||||||
Kathy D. Leodler
|
√*
|
√
|
√
|
√
|
√*
|
||||||
Jon C. Parker
|
√
|
√
|
√*
|
||||||||
David A. Smith
|
√
|
√
|
√
|
||||||||
Michael J. Stoney
|
√*
|
√
|
√
|
√
|
|||||||
Kelly A. Suter
|
√
|
√
|
√
|
√*
|
|||||||
*Committee chair
|
Director independence |
Seven of eight directors are independent
|
Director diversity |
Four of eight directors are women
|
Board meetings |
Independent directors meet in regular executive sessions throughout the year
|
Board committees |
All Board committees are comprised of independent directors
|
Board performance |
The Board and its committees annually assess their performance through self-evaluation
|
Leadership structure |
The positions of Board Chair and Chief Executive Officer are separately held
|
Risk oversight |
The Board has a committee dedicated to overseeing key risks to Timberland
|
Shareholder alignment |
Policy restricting hedging of Timberland stock
|
•
|
selecting, evaluating, and retaining competent senior management;
|
•
|
establishing, with senior management, Timberland’s long- and short-term business objectives, and adopting operating policies to achieve these objectives in a legal and sound manner;
|
•
|
monitoring operations to ensure that they are controlled adequately and are in compliance with laws and policies; and
|
•
|
overseeing Timberland’s business performance.
|
•
|
Adjustable rate mortgage for personal residence: interest rate is 1.5% above Timberland Bank’s cost of funds (subject to a floor of 4.00%); no
loan fee is charged.
|
•
|
Fixed rate mortgage for personal residence: interest rate is set at the current Federal Home Loan Mortgage Corporation par rate; no loan fee is
charged.
|
•
|
Home equity line of credit: interest rate is the Prime Rate (subject to a floor of 4.00%); no loan fee is charged.
|
•
|
Consumer loans: normal interest rates apply; no loan fee is charged.
|
•
|
Personal computer purchases: interest rate is currently 3.0%; no loan fee is charged.
|
Name
|
Fees Earned or
Paid in Cash ($)
|
Option
Awards ($)(1)
|
All Other
Compensation ($)
|
Total ($)
|
||||
Parul Bhandari (2)
|
9,360
|
6,252
|
6,240
|
21,852
|
||||
Andrea M. Clinton
|
37,440
|
6,252
|
--
|
43,692
|
||||
Kathy D. Leodler
|
37,440
|
6,252
|
--
|
43,692
|
||||
Jon C. Parker
|
37,440
|
6,252
|
--
|
43,692
|
||||
David A. Smith
|
37,440
|
6,252
|
--
|
43,692
|
||||
Michael J. Stoney
|
37,440
|
6,252
|
--
|
43,692
|
||||
Kelly Suter (3)
|
34,320
|
6,252
|
3,120
|
43,692
|
||||
James A. Davis (4)
|
34,320
|
--
|
--
|
34,320
|
||||
Larry D. Goldberg (5)
|
31,200
|
--
|
--
|
31,200
|
||||
Daniel D. Yerrington (6)
|
6,240
|
--
|
--
|
6,240
|
||||
___________ |
(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 16 of the Notes to Consolidated Financial Statements in Timberland’s Annual Report on Form 10-K for the year ended September 30, 2021. As of September 30, 2021, the directors had the following
amounts of outstanding options to purchase shares of Timberland common stock: Director Bhandari, 1,000; Director Clinton, 9,000; Director Leodler, 5,000; Directors Parker and Smith, 10,000 each; Director Stoney, 6,000; Director Suter,
1,000; former Director Davis, 4,000; former Director Goldberg, 5,000 shares; and former Director Yerrington, 2,000.
|
(2)
|
Ms. Bhandari was appointed to the Board effective as of July 27, 2021. She was paid a consulting fee to attend Board meetings prior to her appointment to the Board of Directors.
|
(3)
|
Ms. Suter was appointed to the Board effective as of November 24, 2020. She was paid a consulting fee to attend Board meetings prior to her appointment to the Board of Directors.
|
(4)
|
Mr. Davis retired from the Board effective August 24, 2021.
|
(5)
|
Mr. Goldberg retired from the Board effective July 27, 2021.
|
(6)
|
Mr. Yerrington retired from the Board effective November 24, 2020.
|
•
|
to attract and retain key executives who are vital to our long-term success;
|
•
|
to provide levels of compensation competitive with those offered throughout the banking industry and consistent with our level of performance; and
|
•
|
to motivate executives to enhance long-term shareholder value by building their equity interest in Timberland.
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)(1)
|
All Other
Compensa-
tion ($)(2)
|
Total
($)
|
||||||
Michael R. Sand
|
2021
|
451,000
|
180,400
|
31,260
|
22,009
|
684,669
|
||||||
President and Chief Executive Officer of
|
2020
|
410,000
|
240,207
|
13,325
|
21,868
|
685,400
|
||||||
Timberland and Timberland Bank
|
||||||||||||
Dean J. Brydon
|
2021
|
234,000
|
70,200
|
15,630
|
17,700
|
337,530
|
||||||
Executive Vice President and Chief
|
2020
|
225,000
|
67,500
|
6,663
|
17,400
|
316,563
|
||||||
Financial Officer of Timberland and
|
||||||||||||
Timberland Bank
|
||||||||||||
Robert A. Drugge
|
2021
|
234,000
|
70,200
|
15,630
|
17,490
|
337,320
|
||||||
Executive Vice President of Lending
|
2020
|
225,000
|
67,500
|
6,663
|
17,190
|
316,353
|
||||||
of Timberland and Timberland Bank
|
(1)
|
Represents the aggregate grant date fair value of awards, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 16 of the Notes to
Consolidated Financial Statements in Timberland’s Annual Report on Form 10-K for the year ended September 30, 2021.
|
|||||
(2)
|
The following table reflects all other compensation paid to our named executive officers for the year ended September 30, 2021.
|
Name
|
401(k) Plan
Contribution ($)
|
Life Insurance
Premiums ($)
|
Membership
Dues ($)
|
Personal Use of
Company Vehicle ($)
|
Total ($)
|
|||||
Michael R. Sand
|
17,100
|
390
|
3,851
|
668
|
22,009
|
|||||
Dean J. Brydon
|
17,100
|
600
|
--
|
--
|
17,700
|
|||||
Robert A. Drugge
|
17,100
|
390
|
--
|
--
|
17,490
|
Name
|
Grant Date
|
Option Awards:
Number of Securities
Underlying Options
(#)(1)
|
Exercise or Base
Price of Option
Awards ($/Sh)
|
Grant Date Fair
Value of Option
Awards ($)
|
||||
Michael R. Sand
|
09/28/21
|
5,000
|
28.23
|
31,260
|
||||
Dean J. Brydon
|
09/28/21
|
2,500
|
28.23
|
15,630
|
||||
Robert A. Drugge
|
09/28/21
|
2,500
|
28.23
|
15,630
|
(1)
|
Option awards vest ratably over the five-year period from the grant date, with the first 20% vesting one year after the grant date.
|
Name
|
Grant Date
|
Option Awards (1) | ||||||||
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
Option Exercise
Price ($)
|
Option
Expiration Date
|
|||||||
Michael R. Sand
|
09/27/16
|
1,000
|
--
|
15.67
|
09/27/26
|
|||||
09/23/17
|
4,000
|
1,000
|
29.69
|
09/23/27
|
||||||
09/25/18
|
1,200
|
800
|
31.80
|
09/25/28
|
||||||
09/22/20
|
1,000
|
4,000
|
16.87
|
09/22/30
|
||||||
09/28/21
|
--
|
5,000
|
28.23
|
09/28/31
|
||||||
Dean J. Brydon
|
10/22/13
|
10,000
|
--
|
9.00
|
10/22/23
|
|||||
01/24/14
|
4,000
|
--
|
10.59
|
01/24/24
|
||||||
04/30/15
|
3,000
|
--
|
10.55
|
04/30/25
|
||||||
09/22/15
|
2,000
|
--
|
10.71
|
09/22/25
|
||||||
09/27/16
|
2,000
|
--
|
15.67
|
09/27/26
|
||||||
09/23/17
|
1,600
|
400
|
29.69
|
09/23/27
|
||||||
09/25/18
|
960
|
640
|
31.80
|
09/25/28
|
||||||
09/24/19
|
600
|
900
|
27.14
|
09/24/29
|
||||||
09/22/20
|
500
|
2,000
|
16.87
|
09/22/30
|
||||||
09/28/21
|
--
|
2,500
|
28.23
|
09/28/31
|
||||||
Robert A. Drugge
|
10/22/13
|
5,000
|
--
|
9.00
|
10/22/23
|
|||||
01/17/14
|
4,000
|
--
|
10.26
|
01/17/24
|
||||||
04/30/15
|
3,000
|
--
|
10.55
|
04/30/25
|
||||||
09/22/15
|
2,000
|
--
|
10.71
|
09/22/25
|
||||||
09/27/16
|
2,000
|
--
|
15.67
|
09/27/26
|
||||||
09/23/17
|
1,600
|
400
|
29.69
|
09/23/27
|
||||||
09/25/18
|
960
|
640
|
31.80
|
09/25/28
|
||||||
09/24/19
|
600
|
900
|
27.14
|
09/24/29
|
||||||
09/22/20
|
500
|
2,000
|
16.87
|
09/22/30
|
||||||
09/28/21
|
--
|
2,500
|
28.23
|
09/28/31
|
||||||
Involuntary
Termination ($)
|
Involuntary
Termination
Following Change
in Control ($)
|
Death ($)
|
Disability ($)
|
||||
Michael R. Sand
|
|||||||
Employment Agreement
|
1,149,805
|
1,650,992
|
--
|
--
|
|||
Equity Plans
|
--
|
51,470
|
51,470
|
51,470
|
|||
Dean J. Brydon
|
|||||||
Employment Agreement
|
607,200
|
742,026
|
--
|
--
|
|||
Equity Plans
|
--
|
27,319
|
27,319
|
27,319
|
|||
Robert A. Drugge
|
|||||||
Severance Plan
|
--
|
456,300
|
--
|
--
|
|||
Equity Plans
|
--
|
27,319
|
27,319
|
27,319
|
•
|
The Audit Committee has reviewed and discussed the 2021 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 Auditing Standard No. 1301, as amended;
|
•
|
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 2021 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, 2021 be included in its Annual Report on Form 10-K.
|
Year Ended September 30,
|
|||
2021
|
2020
|
||
Audit Fees (1)(2)
|
$301,771
|
$295,245
|
|
Audit-Related Fees (3)
|
--
|
19,110
|
|
Tax Fees (4)
|
15,000
|
15,000
|
|
All Other Fees (5)
|
26,000
|
25,750
|
|
____________ |
(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 related to consultations on various accounting and reporting matters.
|
|
(4)
|
Consists of fees for the preparation of income tax returns and tax advice.
|
|
(5)
|
Includes fees for the audit of benefit plans.
|
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
|
|
|
/s/ DEAN J. BRYDON
|
|
DEAN J. BRYDON
CORPORATE SECRETARY
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TIMBERLAND BANCORP, INC.
ATTN: DEAN J. BRYDON
624 SIMPSON AVENUE
HOQUIAM, WA 98550
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SCAN TO
VIEW MATERIALS & VOTE
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery
of information up until 11:59 p.m. Eastern Time on January 24, 2022. Have your
proxy card in hand when you access the website and follow the instructions to
obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/TSBK2022
You may attend the meeting via the Internet and vote during the meeting. Have
the information that is printed in the box marked by the arrow available and
follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 p.m. Eastern Time on January 24, 2022. Have your proxy card in hand
when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
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TIMBERLAND BANCORP, INC.
The Board of Directors recommends a vote "For All" the following nominees listed below for
a three-year term:
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For
All
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Withhold
All
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For All
Execpt
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To withhold authority to vote for any individual
nominee(s), mark "For All Except" and write the
number(s) of the nominee(s) on the line below.
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1. Election of Directors
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Nominees: | ||||||
01) Parul Bhandari |
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02) Michael R. Sand |
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03) David A. Smith |
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The Board of Directors recommends you vote "FOR" proposal 2 | For | Against | Abstain | ||
2. Advisory (non-binding) approval of the compensation of our named executive officers as disclosed in the proxy statement. | [ ] | [ ] | [ ] | ||
The Board of Directors recommends a vote "FOR" propsoal 3. | For | Against | Abstain | ||
3. Ratification of the Audit Committee's selection of Delap LLP as our independent registered public accounting firm for the year ending
September 30, 2022.
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[ ] | [ ] | [ ] | ||
NOTE: In their discretion, upon such other matters as may properly come before the meeting.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary capacity, please give your full title. If shares are held jointly,
each holder should sign. All holders must sign. If a corporation or partnership, please sign in
full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |