Exhibit 99.2
TIMBERLAND BANCORP, INC.
Certification of Principal Financial Officer Pursuant to 31 CFR 30.15
I, Dean J. Brydon, the Executive Vice President, Chief Financial Officer
and Secretary of Timberland Bancorp,
Inc. (the "Company") certify, based on my knowledge, that:
(i) The compensation committee of the Company has discussed, reviewed,
and evaluated with senior risk officers at least every six months during any
part of the most recently completed fiscal year that was a TARP period, senior
executive officer (SEO) compensation plans and employee compensation plans and
the risks these plans pose to the Company;
(ii) The compensation committee of the Company, has identified and
limited during any part of the most recently completed 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 compensation committee has reviewed, at least every six months
during any part of the 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 that would encourage the manipulation of reported
earnings of the Company;
(iv) The compensation committee of the Company will certify to the
reviews of the SEO compensation plans and employee compensation plans required
under (i) and (iii) above;
(v) The compensation committee of the Company will provide a narrative
description of how it limited during any part of the most recently completed
fiscal year that was 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 SEOs or any of the
next twenty most highly compensated employees, as defined in 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 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 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 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 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 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 compensation committee has engaged during any
part of the 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 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.
Date: December 12, 2011 By: /s/ Dean J. Brydon
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Dean J. Brydon
Executive Vice President,
Chief Financial Officer and Secretary