Attached files
Exhibit 99.1
TIMBERLAND BANCORP, INC.
Certification of Principal Executive Officer Pursuant to 31 CFR Section 30.15
I, Michael R. Sand, the President and Chief Executive Officer of
Timberland Bancorp, Inc. (the "Company"), certify, based on my knowledge, that
the Company's TARP period began on December 23, 2008, and during the Company's
fiscal year ended September 30, 2010, the Compensation Committee met on
December 22, 2009, and September 30, 2010 and reviewed with the Company's
senior risk officers all incentive compensation plans and arrangements for
senior executive officers and made reasonable efforts to ensure that such
arrangements do not encourage senior executive officers to take unnecessary
and excessive risks that threaten the value of the Company and further
certify, based on my knowledge:
(i) The Company's Compensation Committee has discussed, reviewed, and
evaluated with senior risk officers at least two times during the Company's
most recently completed fiscal year that was a TARP period, the senior
executive officer (SEO) compensation plans and employee compensation plans and
the risks these plans pose to the Company;
(ii) The Company's Compensation Committee, has identified and limited
during any part of the most recently fiscal year that was a TARP period the
features in the SEO compensation plans that could lead SEOS to take
unnecessary and excessive risks that could threaten the value of the Company
and identified any features in the employee compensation plans that pose risks
to the Company and limited those features to ensure that the Company is not
unnecessarily exposed to risks;
(iii) The Company's Compensation Committee has reviewed, at least two
times during the Company's most recently completed fiscal year that was a TARP
period, the terms of each employee compensation plan and identified the
features in the plan that could encourage the manipulation of reported
earnings of the Company to enhance the compensation of an employee and has
limited any such features;
(iv) The Company's Compensation Committee will certify to the reviews
of the SEO compensation plans and employee compensation plans required under
(i) and (iii) above;
(v) The Company's Compensation Committee will provide a narrative
description of how it limited during any part of the most recently completed
fiscal year that included a TARP period the features in:
(A) SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of the Company;
(B) Employee compensation plans that unnecessarily expose the
Company to risks; and
(C) Employee compensation plans that could encourage the
manipulation of reported earnings of the Company to enhance the compensation
of an employee;
(vi) The Company has required that bonus payments to the SEOs and any
of the next twenty most highly compensated employees, as defined by the
regulations and guidance established under section 111 of EESA (bonus
payments), be subject to a recovery or "clawback" provision during any part of
the most recently completed fiscal year that was a TARP period if the bonus
payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria;
(vii) The Company has prohibited any golden parachute payment, as
defined in the regulations and guidance established under section 111 of EESA,
to an SEO and any of the next five most highly compensated employees during
any part of the Company's most recently completed fiscal year that was a TARP
period;
(viii) The Company has limited bonus payments to its applicable
employees in accordance with section 111 of EESA and the regulations and
guidance established thereunder during any part of the Company's most recently
completed fiscal year that was a TARP period;
(ix) The Company and its employees have complied with the excessive
or luxury expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, during any part of the Company's most
recently completed fiscal year that was a TARP period, and that any expenses
requiring approval of the board of directors, a committee of the board of
directors, an SEO, or an executive officer with a similar level of
responsibility, were properly approved;
(x) The Company will permit a non-binding shareholder resolution in
compliance with any applicable federal securities rules and regulations on the
disclosures provided under the federal securities laws related to SEO
compensation paid or accrued during any part of the Company's most recently
completed fiscal year that was a TARP period;
(xi) The Company will disclose the amount, nature, and justification
for the offering during any part of the Company's most recently completed
fiscal year that was a TARP period of any perquisites, as defined in the
regulations and guidance established under section 111 of EESA, whose total
value exceeds $25,000 for each employee subject to the bonus payment
limitations identified in paragraph (viii);
(xii) The Company will disclose whether the Company, the board of
directors of the Company, or the Company's Compensation Committee has engaged
during any part of the Company's most recently completed fiscal year that was
a TARP period, a compensation consultant; and the services the compensation
consultant or any affiliate of the compensation consultant provided during
this period;
(xiii) The Company has prohibited the payment of any gross-ups, as
defined in the regulations and guidance established under section 111 of EESA,
to the SEOs and the next twenty most highly compensated employees during any
part of the Company's most recently completed fiscal year that was a TARP
period;
(xiv) The Company has substantially complied with all other
requirements related to employee compensation that are provided in the
agreement between the Company and Treasury, including any amendments;
(xv) The Company has submitted to Treasury a complete and accurate
list of the SEOs and the twenty next most highly compensated employees for the
current fiscal year ended September 30, 2011, with the non-SEOs ranked in
descending order of level of annual compensation, and with the name, title and
employer of each SEO and most highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent
statement made in connection with this certification may be punished by fine,
imprisonment, or both. (See, for example, 18 USC 1001).
Date: December 10, 2010 By: /s/Michael R. Sand
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Michael R. Sand
President and Chief Executive Officer
