DEF 14A of Wafd Inc
Filed Dec 20, 2023 · FY20230000936528-23-000219
TO BE HELD ON TUESDAY, FEBRUARY 13, 2024
| Pay Ratio | 35 | | Pay Versus Performance | 36 | | DIRECTOR COMPENSATION | 39 | | PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF WAFD, INC.’S NAMED EXECUTIVE OFFICERS | 41 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | 42 | | Audit Committee Pre-Approval Policy | 42 | | PROPOSAL 4: NON-BINDING ADVISORY VOTE TO DETERMINE THE FREQUENCY OF SHAREHOLDER ADVISORY VOTES TO APPROVE THE COMPENSATION OF WAFD’S NAMED EXECUTIVE OFFICERS | 43 | | OTHER MATTERS | 44 | | SHAREHOLDER PROPOSALS | 44 | | ANNUAL REPORTS | 44 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
General
General The Restated Articles of Incorporation of the Company provide that the Board shall be divided into three classes as nearly equal in number as possible, and that the members of each class shall be elected for terms of three years and until their successors are elected and qualified, with one of the three classes of directors to be elected each year. Under our current Amended and Restated Bylaws, the board consists of between five and fifteen directors, and the number of directors currently authorized by the Board is twelve. Pursuant to the Company's Restated Articles of Incorporation, as amended, at each election of directors every shareholder entitled to vote has the right to vote, in person or by proxy, the number of shares owned by him or her for as many persons as there are directors to be elected. A shareholder may also cumulate his or her votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principle among any number of candidates. At the Annual Meeting, shareholders will be asked to elect three directors for a three-year term expiring in 2027 or until their respective successors are elected and qualified. The Board, upon the recommendation of the Nominating and Governance Committee, has nominated current directors Brent J. Beardall, S. Steven Singh and Sylvia R. Hampel. Current director Mark N. Tabbutt, whose term expires at our 2024 annual meeting, is not standing for reelection. There are no arrangements or understandings between the persons named and any other person concerning selection as a nominee for election as a director at the Annual Meeting, and no director or nominee for director is related to any other director or executive officer of WaFd, Inc. by blood, marriage or adoption. If any person named as nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by the Board of the Company. Alternatively, under such circumstances, the Board may reduce the number of directors of the Company. The Company knows of no reason why any of the nominees may not be able to serve as director if elected.
Information with Respect to Nominees for Director and Continuing Directors
Information with Respect to Nominees for Director and Continuing Directors The following tables set forth information relating to continuing directors of the Company and our director nominees.
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Positions with WaFd, Inc. and Principal Occupation During Past Five Years | Director Since | Term Expiring | | Brent J. Beardall | 52 | Vice Chair; President and Chief Executive Officer since April 2017; President since July 2016; Other prior roles since 2001 include: Controller, Chief Financial Officer and Chief Banking Officer. Mr. Beardall has worked in the banking industry for over 25 years and has experience in virtually all aspects of the business. As Chief Executive Officer he provides practical advice on the operational impact of board policy making and strategy development. | 2017 | 2024 | | Sylvia R. Hampel | 58 | Director; CEO and President of Clearview Cleaning from 1995-2020, which she expanded to over 450 custodial teams operating throughout Idaho and three other western states before selling her company to facility services giant KBS. She currently serves as an independent consultant, working with small businesses. She is a licensed real estate broker and owns Toucan Development, LLC, a real estate development company. She is currently also serving on the Board of Directors for the Boise State University College of Business and Economics. Ms. Hampel's experience as a business owner and entrepreneur brings perspective on the competitive landscape and problem-solving skills to tackle strategic challenges facing the Company. | 2021 | 2024 | | S. Steven Singh | 62 | Director; Managing Director of Madrona Venture Group since January 2020. From May 2017 to May 2019, Mr. Singh served as the Chairman and Chief Executive Officer of Docker, Inc., a privately held provider of an open source software container platform. Prior to Docker, Mr. Singh was CEO of Concur Technologies, Inc. from 1996 to 2014, a travel and expense management software company and one of the first SaaS solutions on the market, and Chairman from 1999 to 2017 and President of Business Networks & Applications and a member of the Executive Board of SAP SE, which acquired Concur in 2014. From 2018-2020, Mr. Singh was a member of the Board of Directors of DocuSign, Inc. and from October 2016 to August 2021 he served as a member of the Board of Directors of Talend SA, serving as its Chairman from November 2017 to August 2021. He served as Chairman of the Board of Modumental, Inc. from 2014 to 2021 and was a member of the Board of Directors at Vndly, Inc. from March 2020 to December 2021. In July 2020, Mr. Singh became Chairman of e.Merge Technology Acquisition Corp., a publicly traded special purpose acquisition company formed for the purpose of acquiring e-commerce companies, and which announced its intention to dissolve and liquidate in August 2022. Mr. Singh currently serves as Chairman of the Board of privately held companies Center ID, Stratify Technologies, Magnify, Spotnana, Leaf Logistics and Troop Travel, and as a member of the Board of Directors at Clari. Mr. Singh brings to the Board over 20 years of senior executive experience in building and scaling world-class software companies including some of the most successful brands in technology. | 2018 | 2024 |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE DIRECTOR NOMINEES LISTED ABOVE.
Continuing Directors
Continuing Directors
Continuing Directors
| Name | Age | Positions with WaFd, Inc. and Principal Occupation During Past Five Years | Director Since | Term Expiring | | Linda S. Brower | 70 | Director; Former Executive Vice President and Chief Administrative Officer at Washington Federal Bank from 2003 until her retirement in 2016. Her extensive banking career spans four decades including past leadership roles at Bank of America and US Bank. She has expertise in bank information technology, compliance, human capital and operations. Ms. Brower’s industry expertise is helpful in the execution of the Board’s responsibilities of evaluating management’s performance and the strategic positioning of the Company for long-term success. | 2019 | 2025 | | R. Shawn Bice | 54 | Director; Mr. Bice has been a technology executive for more than two decades, currently serving as Corporate Vice President, Cloud Security, at Microsoft since June 2022. Prior to that, Mr. Bice served as President of products and technology at cloud data company Splunk from June 2021 to June 2022, as Amazon Web Services Vice President of data from 2016-2021, and was a Microsoft executive leading SQL Server and Azure Data, amongst other enterprise services from 1997-2016. He has over two decades of experience in technology leadership roles that will support the Board's efforts to develop cutting-edge insights that allow it to execute the Company's vision of leveraging data to anticipate needs and empower its clients. | 2021 | 2025 | | Sean B. Singleton | 51 | Director; Currently Managing Principal at Oglethorpe Capital, Vice President of Business Development at Tectus (dba Mojo Vision) and Partner and Vice President of Business Development at America's Frontier Fund. He served as the Placement Agent for Franklin Venture Partners from 2018-2020 and he was the Director of Business Development for the Defense Innovation Unit (DIU) from 2016-2018. Mr. Singleton is also a member of the Board of Directors at Vali Cyber, a cybersecurity software company. Mr. Singleton's deep experience in capital markets and fintech venture capital and his passion for financial literacy will guide Board strategy toward using data to improve the client experience and drive value for both clients and shareholders. | 2021 | 2025 |
Continuing Directors
| Name | Age | Positions with WaFd, Inc. and Principal Occupation During Past Five Years | Director Since | Term Expiring | | Stephen M. Graham | 72 | Director; Partner Emeritus of the law firm of Fenwick & West LLP. During his forty-two-year career, in addition to Fenwick, Mr. Graham has been a partner at the AmLaw 100 law firms of Orrick and Perkins Coie. Mr. Graham is a Yale Law School graduate and spent six years as co-chair of the Securities and Exchange Commission's Advisory Committee on Small and Emerging Companies. He serves on the Board of Trustees of the Fred Hutchinson Cancer Center, and the National Board of Friends of the Children, where he serves as Chairman. Mr. Graham brings extensive experience in private and public mergers and acquisitions, corporate governance and strategic planning to the Board. | 2019 | 2026 | | David K. Grant | 70 | Director; Managing Partner of Catalyst Storage Partners, a real estate investment and asset management business since November 2007. Former Chief Executive Officer of Shurgard, Inc. until acquired by Public Storage in August 2006. In addition to his operating experience in managing complex and successful businesses, Mr. Grant is a former Certified Public Accountant with substantial experience reviewing and understanding financial statements, SEC reporting, complex real estate transactions and internal controls. | 2012 | 2026 | | Randall H. Talbot | 70 | Director; Managing Director of Talbot Financial LLC, an investment advisory firm since June 2010. Mr. Talbot served as Director, Chief Executive Officer and President of Symetra Financial Corporation from 2004 to June 2010, and as Director of Concur Technologies, Inc. from March 2008 to November 2014. Mr. Talbot joined the former parent of Symetra Financial Corporation, Safeco Corporation, in 1998, and from 1998 to 2004 he served as President of Safeco Life Insurance Company. Mr. Talbot provides the Board with valuable experience in the areas of commercial real estate finance, investments, insurance, risk management, SEC reporting and financial management. | 2012 | 2026 |
Overview
Overview The Board appoints annually the Compensation Committee, which is responsible for establishing and overseeing the Company's executive compensation programs, including the following: •Annually reviewing and recommending to the Board executive compensation, including the compensation of the CEO and other Named Executive Officers, including base salaries, incentive awards and equity-based awards; •Overseeing and administering the Company's short-term incentive compensation plans; •Overseeing and administering the Company's long-term, equity-based compensation plans; •Overseeing the Company's 401(k) and other benefit plans; This discussion in this Compensation Discussion and Analysis (“CD&A”) focuses on our CEO, CFO and the three most highly compensated executive officers (other than our CEO and CFO) for the past fiscal year. These officers are collectively referred to herein as our Named Executive Officers, or "NEOs." For fiscal year 2023, our NEOs were as follows: •Brent J. Beardall, President and Chief Executive Officer •Kelli J. Holz, Executive Vice President and Chief Financial Officer •Vincent L. Beatty, Former Executive Vice President and Chief Financial Officer •James A. Endrizzi, Executive Vice President and Chief Commercial Banker •Ryan M. Mauer, Executive Vice President and Chief Credit Officer; and •Kim E. Robison, Executive Vice President and Chief Operating Officer In addition, the CD&A and the compensation tables following include compensation for Cathy E. Cooper, Executive Vice President, Chief Consumer Banker and Corporate Secretary, who served in the role of temporary CEO during the period of January 3, 2023 to February 12, 2023, while our CEO Brent Beardall was on medical leave. Ms. Cooper was not eligible for the short and long-term compensation targets applicable to our CEO during her time as the temporary CEO. Therefore, unless otherwise indicated, where the CEO’s compensation and targets or thresholds applicable to the CEO is discussed in this CD&A, it is referring only to Brent Beardall, our President and Chief Executive Officer. On behalf of the Board, the Compensation Committee seeks to assure that compensation paid to the NEOs, including the CEO, is fair, reasonable and competitive, and is linked to protecting and increasing shareholder value.
Role of the Compensation Committee
Role of the Compensation Committee The Compensation Committee is responsible for, among other things, developing executive compensation recommendations for approval by the Board. As part of its responsibilities, the Compensation Committee reviews and establishes compensation for all of the Company's executive officers and reviews these decisions with the Board as appropriate. The Compensation Committee is comprised entirely of directors who meet the independence requirements as defined by applicable NASDAQ rules and are deemed “non-employee directors” under Rule 16b-3 of the Exchange Act, as amended. A key objective of the Compensation Committee is to further the core compensation principles described above through a compensation structure comprised of base salary and long-term and short-term incentive-based compensation. Since the majority of total compensation is incentive based, a direct link is established between executive compensation and the long-term performance of WaFd. In making its recommendations to the Board concerning executive compensation, the Compensation Committee reviewed relevant market data on the financial performance of both national and regional financial institutions, specifically banks, which the Company views as its peer group. Such data is used as a point of reference but is not the deciding factor in establishing appropriate compensation for executive officers of WaFd, due to the variety of circumstances, financial performance, geography and business plans of the peer group institutions. The Compensation Committee has the authority to directly engage outside consultants to assist with any evaluation of executive compensation. Newport Retirement Services was retained to advise on and assist with the administration of the Deferred Compensation Plan in 2022.
Benchmarking
Benchmarking Peer group benchmarking is used as one data point by the Compensation Committee in making executive compensation decisions. To determine competitiveness in the Company's market, the Compensation Committee was provided with a detailed analysis of proxy statements from 20 peer group companies. The Company's peer group for the 2023 fiscal year analysis consisted of similarly sized financial institutions (the "Peer Group"), which were as follows: Ameris Bancorp, Atlantic Union Bankshares Corp., Bank of Hawaii Corporation, Banner Corporation, Cathay General Bancorp, Eastern Bankshares, Inc., First Financial Bancorp, Fulton Financial Corporation, First Hawaiian, Inc., First Interstate BancSystem, Inc., Heartland Financial USA, Inc., Home BancShares, Inc., Independent Bank Corp., Independent Bank Group, Inc., Pacific Premier Bancorp, Inc., Renasant Corporation, Simmons First National Corporation, Trustmark Corporation, United Community Banks, Inc., WesBanco, Inc.
Risk Assessment
Risk Assessment The Board and the Compensation Committee believe that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The following features of the Company’s compensation program helps ensure that management performance is focused on long-term stockholder value creation, while minimizing exposure to unnecessary or excessive risk-taking: •Base compensation is fixed at levels competitive with other relevant organizations in the markets where the Company competes for employees, is not subject to performance risk and, for non-executive employees, constitutes the largest part of their total compensation; •Variable or incentive compensation for our NEOs is appropriately balanced between short and long-term incentives; •Annual incentive awards are tied to Company annual profitability objectives, with caps on payout amounts; •Long-term incentive awards are both time-based and performance-based equity awards that generally vest over several years and align our NEOs’ interests with those of our shareholders, with caps on payout amounts.
Elements of Compensation
Elements of Compensation Base Salary Base salaries for the NEOs are determined based on job responsibilities, level of experience and individual performance. In making its recommendations to the Board, the Compensation Committee reviews market data with respect to the Company's Peer Group to assess the competitiveness of the base salary of the NEOs. Such information is used as a point of reference, however, it is not the deciding factor in establishing appropriate base salaries due to the lack of precise comparability. Merit pay adjustments to base salary are considered annually for each NEO. When making adjustments to the base salary of the CEO, the Compensation Committee considers the job performance and contribution to the successful operation of the Company by the CEO. When making adjustments to the base salaries of the other NEOs, the Compensation Committee relies upon the recommendation of the CEO based on his knowledge of and the performance of each of the NEOs. Executive base salaries are intended to be at levels that will attract, retain and motivate the necessary management expertise to successfully execute the Company's business plan, but are not targeted at specific levels. In determining individual base salary adjustments, the Compensation Committee also considered the contributions of each NEO to the success of the Company and salaries for comparable positions at other institutions. Annual Incentive Compensation An annual incentive compensation program has been established for the NEOs. Eligibility for the annual incentive program is restricted only by excluding employees who are not in good standing with the Company. All NEOs were, and are, in good standing with the Company. Consistent with the overall compensation philosophy of linking incentive awards to Company-wide and individual performance, the incentive plan is designed to provide performance-based annual cash compensation based on the achievement of annual performance targets approved by the Compensation Committee with the concurrence of the Board. A short-term incentive compensation plan (“Short-term Incentive Plan”) was established for the NEOs by the Compensation Committee for fiscal 2023. The Short-term Incentive Plan was structured as a profit-sharing plan, that would provide an incentive compensation opportunity for the NEOs if the Company achieved its annual profitability objectives. For NEOs other than the CEO, the incentive opportunity under the Short-term Incentive Plan ranged from 0% to 100%, with a targeted payout (the “Target”) equal to 75% of base salary. The incentive opportunity for the CEO ranged from 0% to 150% of base salary, with a targeted payout equal to 112% of base salary. For NEOs, 100% of the Short-term Incentive Plan opportunity for 2023 was based on earnings per share (“EPS”) levels that were pre-established by the Compensation Committee. The threshold EPS level was established at $3.84, with a target EPS of $4.27, and a maximum level of $4.48. No bonus would be payable to any NEO if the threshold was not met. During 2023, the Company earned net income available to common shareholders of $242,801,000, resulting in an EPS lower than the threshold. Based on the formula established by the Compensation Committee, the NEOs did not earn a bonus payout under the Short-term Incentive Plan targets. The Compensation Committee recommended to the Board of Directors a 35% discretionary bonus for each non-CEO NEO for fiscal 2023. The Committee's recommendation was based on the extraordinary circumstances that occurred during the year including Mr. Beardall's unanticipated medical leave. This bonus was approved by the full Board of Directors. In the past 3 fiscal years, Short-term Incentive payouts have ranged from 35% - 100% of base salary for NEOs, with the exception of the current CEO, whose payouts during that time ranged from 0% - 150% of base salary. Actual payouts averaged 78% of base salary for the NEOs and averaged 100% of base salary for the CEO during that period. For 2024, the Compensation Committee has approved an update to the short-term incentive plan that will include a discretionary component in addition to the EPS component. The Plan will have threshold, target and maximum annual incentive amounts expressed as a percentage of base salaries similar to what was in place for 2023. Long-Term Incentives Long-term equity incentives, primarily restricted stock awards and performance shares granted under the shareholder-approved 2020 Incentive Plan, are intended to focus the efforts of NEOs on activities that are necessary to ensure the Company’s long-term success, as reflected in an increase in the Company’s stock price over a period of years. In fiscal 2023, each of the NEOs received an award of restricted stock and performance shares. For all NEOs, the mix of awards was 40% in restricted stock and 60% in restricted performance shares. The restricted stock vests over a three-year period, conditioned upon continued employment. The restricted performance shares vest in proportional amounts over a three-year period, conditioned upon continued employment and subject to meeting certain total shareholder return targets pre-established by the Compensation Committee. For performance shares granted in fiscal 2023, the performance criteria require a total annual shareholder return of 9% for a 25% eligible share payout; a total annual shareholder return of 10% for a 50% eligible share payout, a total annual shareholder return of 11% for a 75% eligible share payout and a total annual shareholder return of 12% or greater for a 100% eligible share payout. If total annual shareholder return is less than 9%, none of the performance shares eligible for vesting that year are earned. Based on the total shareholder return of (11.7)% for 2023, the NEOs earned 0% of their share allocations related to the eligible fiscal year 2021, 2022 and 2023 performance share grants. The Compensation Committee determined the amount of awards for each NEO on an individual basis based on its subjective assessment of each NEO's relative performance and value to the organization, taking into consideration the recommendations of the Chief Executive Officer for the other NEOs, and taking into consideration the goal of the Compensation Committee that the majority of each NEOs compensation be at-risk. The Compensation Committee confirms achievement of the performance-based awards in October of each year based on the prior fiscal year’s performance and grants new awards based on the new performance goals set by the Compensation Committee. The Board believes that these long-term incentive awards help align the interests of WaFd's executives with those of its shareholders through potential stock ownership. Future awards to the NEOs may include a contingent award that will also be earned over multiple years based upon performance criteria consistent with the terms of the Company's Incentive Plan. The Compensation Committee and the Board consider stock awards to be a key piece of executive compensation and reviews the appropriateness of such awards annually in light of performance. Clawback Policy
Elements of Compensation
The Compensation Committee adopted a Clawback Policy, effective October 2, 2023, in accordance with Rule 10D-1 of the Securities Exchange Act of 1934 and NASDAQ listing standards. The Clawback Policy applies to current and former executive officers of the Company, including the Named Executive Officers, and will be administered by the Compensation Committee. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, it is the Company's policy to recover erroneously awarded incentive-based compensation received by its executive officers. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise cause or contributed to the requirement for a restatement. Change in Control Agreements In order to provide market-competitive compensation packages and to thereby attract and retain the Company's executives, the Company has entered into change of control agreements with its NEOs, which offers severance and change of control benefits to such executives if they are terminated in connection with a change of control event. See Potential Payments Upon Termination or Change in Control below. Perquisites In fiscal 2023, perquisites were provided to certain executive and senior officers. Perquisites are given to executive and senior officers based upon their role in the Company and the business advantage gained by the use of perquisites. The Company provided the following perquisites to NEOs: The Company provided Supplemental Long-Term Disability coverage to all NEOs, except for Ms. Holz , that provides for $4,000 in monthly income in the event a long-term disability is suffered and prevents continued employment. The annual benefit cost was approximately $1,200 for each policy. NEOs, except Mr. Beatty, Ms. Holz and Mr. Endrizzi, were also provided with a Supplemental Long-Term Care policy. The annual cost of the coverage was approximately $1,500 per person. Mr. Beardall, Ms. Cooper, Ms. Robison and Mr. Beatty received membership to a downtown club that was used for business-related marketing. The annual cost to the Company of each membership was approximately $5,000. Parking is also provided for each NEO, except for Mr. Endrizzi and Mr. Mauer, at a cost of approximately $4,000 per year. Disclosure of these perquisites are included in the Summary Compensation Table under “Other.” Retirement Plans 401(k) Plan The Washington Federal Bank 401(k) Plan (referred to as the "Retirement Plan") is a defined contribution plan in which all employees of the Company's operating bank subsidiary with over 1,000 hours worked are eligible to participate, including our NEOs. In fiscal 2023, the Company has contributed 7% of an employees' eligible base salary into the plan on his or her behalf. Company contributions vest ratably over six years; after six years of consecutive employment all contributions are 100% vested. During fiscal 2023, the Company contributed 7% of each NEO's eligible base salary into the Retirement Plan. These amounts are included in the Summary Compensation Table under “All Other Compensation.” Amounts exceeding IRS "Top-Heavy” rules are paid directly to the affected executive on a pre-tax basis. The Company also has a guaranteed safe harbor matching contribution equal to 100% of the first 4% of compensation that employees (including NEOs) contribute to their account. In addition to this match being guaranteed, all safe harbor matching contributions are immediately vested. The match is not subject to the six-year vesting schedule of the current profit-sharing contribution and provides participants more investment flexibility. The Company anticipates that in the future, all eligible employees will continue to receive an annual discretionary profit-sharing contribution from the Company, which is subject to a cap equal to 3% of eligible compensation. WaFd Bank Deferred Compensation Plan The purpose of the WaFd Bank Deferred Compensation Plan is to attract and retain key employees by providing them with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Deferred Compensation Plan is a non-qualified deferred compensation plan that is not intended to meet the qualification requirements of Internal Revenue Code (IRC) Section 401(a), but is intended to comply with the “top hat pension plan” requirements of the Employee Retirement Income Security Act of 1974, as amended, and to meet the requirements of IRC Section 409A, and will be operated and interpreted consistent with that intent. Under the Deferred Compensation Plan, unless otherwise specified by the Bank in the election form, Participants may elect to defer a minimum of 5% and a maximum of 75% of their base compensation, and a minimum of 5% up to a maximum of 90% of bonus, commissions or other compensation earned by the participant during a plan year. The Bank may also, in its sole discretion, provide each participant with discretionary contributions. Such Bank discretionary contributions, if paid, may take the form of “make-up” matching contributions, at the same matching contribution rate provided under the Washington Federal Bank 401(k) plan with respect to deferrals under the Deferred Compensation Plan that reduce 401(k) plan compensation below the limitation set forth in IRC Section 401(a)(17), “supplemental” matching contributions, at the same contribution rate provided under the 401(k) plan with respect to compensation deferred above the compensation limit set forth in IRC Section 401(a)(17) or “supplemental non-elective contributions” at the same matching contribution rate provided under the 401(k) plan with respect to compensation above the compensation limit set forth in IRC Section 401(a)(17). Make-up and supplemental matching and non-elective contributions based on the 401(k) plan contributions vest at the same rate provided under the 401(k) plan vest based on the vesting schedule provided by the Bank on or before the date such contribution is made. All Bank contributions become 100% vested, if while employed a Participant dies, becomes disabled (as defined in Treas. Reg. Sec. 1.409A-1(e)(1)), the Bank experiences a Change in Control while the participant is employed. Amounts in a participant’s Deferred Compensation Plan account that are attributable to participant compensation deferrals are always fully vested. The unvested portion of a participant’s account is generally forfeited upon separation from service unless otherwise provided in the participant’s employment agreements. Each participant’s account balance under the Deferred Compensation Plan is credited periodically with a rate of return (positive or negative) based on the performance of an investment option selected by the Participant. Participants may elect in accordance with the requirements established under the Deferred Compensation Plan to receive distributions under the Deferred Compensation Plan in the calendar year following the participant’s separation from service, death, or on a specified date, either in a lump sum or, for participants eligible for retirement, in annual installments for up to 10 years. Participants will also be permitted to submit a written request to receive payment of all or any portion of his or her vested accounts upon the occurrence of an unforeseeable emergency, as defined in the Deferred Compensation Plan.
Elements of Compensation
A SERP Participant’s SERP account will become 100% vested in the event of the SERP Participant’s involuntary termination of employment by the Company without Cause, or the SERP Participant’s voluntary termination of employment for Good Reason, as defined in the Deferred Compensation Plan. All SERP Company Contributions, and any other amounts credited to any SERP Participant’s SERP account will be forfeited in the event of the SERP Participants’ termination of employment for Cause or is otherwise not in good standing at the time of termination, regardless of the vested percentage earned under the above schedule. The determination of whether a termination is for Cause or Good Reason is subject at all times to the terms and conditions of any employment agreement to which the SERP Participant is a party. Upon a SERP Participant’s Separation from Service, defined as the termination of the SERP Participant’s employment with the Company and all affiliates other than on account of death, the vested balance in the SERP Participant’s SERP account will be paid to the SERP Participant in ten (10) substantially equal annual installments, beginning in the calendar year following the calendar year in which the SERP Participant’s Separation from Service occurred, unless the Committee specifies a different payment schedule on or before the date the SERP Participant obtains a legally binding right to his or her initial SERP Company Contribution. If a SERP Participant is a “specified employee” as that term is defined in Code Section 409A (generally, one of the top 50 highest paid officers of the Company and its affiliates), a distribution may not occur until the first day of the seventh month following the Participant’s Separation from Service. In addition, the amount of any distribution and/or the applicable balance in the SERP Participant’s SERP account remains subject to any limitation imposed by the SERP Participant’s employment agreement(s) or the Deferred Compensation Plan as a result of the application of the excess parachute payment rules of Code Section 280G. Upon the death of a SERP Participant (regardless of whether such SERP Participant is an employee at the time of death), all remaining vested balance of the SERP account shall be paid to the SERP Participant’s beneficiary in a single lump sum no later than December 31 of the calendar year following the year of the SERP Participant’s death. Other Compensation The Company provides the Named Executive Officers with benefits of a type offered to all other employees in most respects. The value of these benefits constitutes a small percentage of each executive’s total compensation. Key benefits include paid vacation, and premiums for health insurance. Other Matters The Compensation Committee also considers the accounting, tax, and administrative costs of specific executive compensation programs, and seeks to balance the earnings, tax and dilutive impact of executive compensation plans with the need to attract, retain and motivate highly qualified executives. The Compensation Committee also recognizes that regulatory factors can influence the structure of executive compensation programs and takes those into account as appropriate.
Summary Compensation Table
Summary Compensation Table The following tables and related narratives present the compensation for the Company's NEOs in the format specified by the SEC for each of the last three fiscal years.
Summary Compensation Table
| Name and Principal Position: | Year | Salary | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Comp. (2) | All Other Comp. (3) | Total | | Brent J. Beardall President and Chief Executive Officer | 2023 | $975,000 | $1,566,874 | $— | $— | $3,766,800 | $6,308,674 | | | 2022 | 875,000 | 1,315,205 | — | 1,312,500 | 94,229 | 3,596,934 | | | 2021 | 775,000 | 1,197,318 | — | 1,200,000 | 82,397 | 3,254,715 | | Cathy E. Cooper Executive Vice President and Chief Consumer Banker (4) | 2023 | 550,000 | 419,291 | — | 138,206 | 1,118,393 | 2,225,890 | | | 2022 | 376,500 | 387,924 | — | 376,500 | 47,930 | 1,188,854 | | | 2021 | 363,125 | 377,547 | — | 367,500 | 45,531 | 1,153,703 | | Kelli J. Holz Executive Vice President and Chief Financial Officer (5) | 2023 | 400,000 | 335,428 | — | 138,206 | 1,557,946 | 2,431,581 | | | 2022 | 234,881 | 51,984 | 19,721 | 51,277 | 7,835 | 365,699 | | | 2021 | 214,921 | 51,440 | — | 92,226 | 7,783 | 366,370 | | Vincent L. Beatty Former Executive Vice President and Chief Financial Officer (5) | 2023 | 239,750 | — | — | — | 20,121 | 259,871 | | | 2022 | 376,500 | 129,296 | — | 376,500 | 46,040 | 928,336 | | | 2021 | 363,125 | 377,547 | — | 367,500 | 43,642 | 1,151,814 | | James A. Endrizzi Executive Vice President and Chief Commercial Banker | 2023 | 400,000 | 419,291 | — | 138,206 | 2,234,286 | 3,191,783 | | | 2022 | 376,500 | 387,924 | — | 376,500 | 97,807 | 1,238,731 | | | 2021 | 323,250 | 350,524 | — | 331,000 | 92,444 | 1,097,218 | | Ryan M. Mauer Executive Vice President and Chief Credit Officer | 2023 | 400,000 | 419,291 | — | 138,206 | 1,873,311 | 2,830,808 | | | 2022 | 376,500 | 387,924 | — | 376,500 | 43,558 | 1,184,482 | | | 2021 | 323,250 | 350,524 | — | 331,000 | 38,905 | 1,043,679 | | Kim E. Robison Executive Vice President and Chief Operating Officer | 2023 | 400,000 | 419,291 | — | 138,206 | 1,724,129 | 2,681,626 | | | 2022 | 376,500 | 387,924 | — | 376,500 | 46,654 | 1,187,578 | | | 2021 | 363,125 | 377,547 | — | 367,500 | 44,255 | 1,152,427 |
Summary Compensation Table
1.Represents the estimated fair value of the restricted stock and restricted performance share grants. Restricted stock grants vest ratably over three years and the fair value is calculated as the market price of the stock on the day of grant multiplied by the number of shares granted. The fair value for performance shares grants is based on a vesting target, which represents the mid-point of the total shareholder return range and an estimated 50% likelihood of achieving that level, and is calculated in accordance with U.S. GAAP. Refer to footnote 3 under the table on page 32 for the maximum possible vesting and value of performance shares. As required by SEC rules these amounts are the fair value on date of grant and may not reflect the amount that will actually be realized by the NEOs. Whether, and to what extent, a NEO will recognize value from each award will depend on Company performance and stock price. 2.These amounts represent cash incentives earned under the Short-Term Incentive Compensation Plan. 3.Further descriptions of the amounts set forth under “All Other Compensation” for fiscal 2023 are set forth in the table below. Total amounts for 2023 are larger than previous years disclosed due to the addition of the Company's initial contributions to each NEO's SERP account. These represent the bulk of SERP-related contributions. Smaller future contributions will occur as each NEO receives dividend equivalents. As described in the SERP discussion above, these contributions begin to vest at age 62 and vested benefits are paid over ten years after retirement. 4.Ms. Cooper, our Chief Consumer Banker and Corporate Secretary, temporarily assumed the position of President and Chief Executive Officer from January 3, 2023 to February 12, 2023 while Mr. Beardall was on medical leave. 5.Mr. Beatty served as Chief Financial Officer until his retirement on December 31, 2022. Ms. Holz became Chief Financial Officer on January 1, 2023.
Grants of Plan-Based Awards for the 2023 Fiscal Year
Grants of Plan-Based Awards for the 2023 Fiscal Year The following table sets forth certain information with respect to grants of plan-based awards for the year ended September 30, 2023 to the NEOs. Grants of equity incentive plan awards to each NEO were made pursuant to the Company's Incentive Plan. There can be no assurance that the grant date fair value of the stock awards listed below will ever be realized. Mr. Beatty who retired as Chief Financial Officer on December 31, 2022, did not receive any grants during fiscal 2023.
Grants of Plan-Based Awards for the 2023 Fiscal Year
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All other equity awards (#) (3) | Grant date fair value of equity awards ($) (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brent J. Beardall | 11/8/2022 | — | 975,000 | 1,462,500 | — | — | — | 21,671 | 825,232 | | | 11/8/2022 | | | | 11,258 | 19,476 | 45,031 | | 741,643 | | Cathy E. Cooper | 11/8/2022 | — | 300,000 | 400,000 | — | — | — | 6,694 | 254,908 | | | 11/8/2022 | | | | 2,495 | 4,317 | 9,981 | | 164,383 | | Kelli J. Holz | 11/8/2022 | — | 300,000 | 400,000 | — | — | — | 5,355 | 203,918 | | | 11/8/2022 | | | | 1,996 | 3,454 | 7,985 | | 131,510 | | James A. Endrizzi | 11/8/2022 | — | 300,000 | 400,000 | — | — | — | 6,694 | 254,908 | | | 11/8/2022 | | | | 2,495 | 4,317 | 9,981 | | 164,383 | | Ryan M. Mauer | 11/8/2022 | — | 300,000 | 400,000 | — | — | — | 6,694 | 254,908 | | | 11/8/2022 | | | | 2,495 | 4,317 | 9,981 | | 164,383 | | Kim E. Robison | 11/8/2022 | — | 300,000 | 400,000 | — | — | — | 6,694 | 254,908 | | | 11/8/2022 | | | | 2,495 | 4,317 | 9,981 | | 164,383 |
Grants of Plan-Based Awards for the 2023 Fiscal Year
1.Represents potential future payouts under the Short-Term Incentive Compensation Plan. Actual payouts are reflected in the Summary Compensation Table above under “Non-Equity Incentive Plan Compensation". Targets and maximums are calculated as described in the Annual Incentive Compensation section above, except for Ms. Cooper And Ms. Holz. Ms. Cooper's base salary was adjusted to reflect her time as temporary CEO but this was not considered to be part of her base salary for the purpose of this calculation. Ms. Holz's estimated future payouts were reduced to 80% of her base salary given she served as CFO for a partial year as she was promoted to CFO on January 1, 2023. 2.Represents Performance Stock Awards (in # shares) that vest 33% per year based on approved total shareholder return thresholds. Threshold # of shares represents 25% vesting, which is based on achievement of a 9% total shareholder return. Target # shares represents historical vesting, which represents the mid-point of the total shareholder return range and an estimated 50% likelihood of achieving that level. 3.Represents Restricted Stock Award that vests in equal annual increments over three years. 4.The fair value of Restricted Stock Awards is calculated based on the Company's closing stock price on the day of grant multiplied by the number of shares granted. The fair value of Performance Stock Awards is calculated based on the Company's closing stock price on the day of grant multiplied by a probability factor to estimate the likelihood of achieving the required total shareholder return. At the maximum vesting, these values for the executives receiving performance shares in 2023 would be as follows: Mr. Beardall $1,714,780; Ms. Cooper $380,076; Ms. Holz $304,069; Mr. Endrizzi $380,076; Mr. Mauer $380,076 and Ms. Robison $380,076. The closing stock price was $38.08 on November 8, 2022.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following tables set forth information on outstanding stock awards held by the NEOs at September 30, 2023. Mr. Beatty did not hold any outstanding stock award at that time as all awards vested prior to his retirement, as scheduled.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | | | | # of | # of Shares | # of Shares | $ Market Value | | | Grant | Years | of Unvested | of Unvested | of Unvested | | Name | Date | Vesting | Restricted Shares | Performance Shares | Awards (1) | | Brent J. Beardall | 11/8/2022 | 3 | 21,671 | | 555,211 | | Brent J. Beardall | 11/8/2022 | 3 | | 45,031 | 498,973 | | Brent J. Beardall | 10/26/2021 | 3 | 14,142 | | 362,318 | | Brent J. Beardall | 10/26/2021 | 3 | | 29,512 | 327,012 | | Brent J. Beardall | 10/27/2020 | 3 | 10,400 | | 266,448 | | Brent J. Beardall | 10/27/2020 | 3 | | 21,767 | 241,193 | | | | | 46,213 | 96,310 | 2,251,154 | | Cathy E. Cooper | 11/8/2022 | 3 | 6,694 | | 171,500 | | Cathy E. Cooper | 11/8/2022 | 3 | | 9,981 | 110,596 | | Cathy E. Cooper | 10/26/2021 | 3 | 4,743 | | 121,516 | | Cathy E. Cooper | 10/26/2021 | 3 | | 7,072 | 78,362 | | Cathy E. Cooper | 10/27/2020 | 3 | 3,733 | | 95,639 | | Cathy E. Cooper | 10/27/2020 | 3 | | 5,567 | 61,686 | | | | | 15,170 | 22,620 | 639,300 | | Kelli J. Holz | 11/8/2022 | 3 | 5,355 | | 137,195 | | Kelli J. Holz | 11/8/2022 | 3 | | 7,985 | 88,479 | | Kelli J. Holz | 11/30/2021 | 5 | 1,280 | | 32,794 | | Kelli J. Holz | 12/18/2020 | 5 | 1,200 | | 30,744 | | Kelli J. Holz | 12/2/2019 | 5 | 600 | | 15,372 | | Kelli J. Holz | 12/4/2018 | 5 | 300 | | 7,686 | | | | | 8,735 | 7,985 | 312,270 | | James A. Endrizzi | 11/8/2022 | 3 | 6,694 | | 171,500 | | James A. Endrizzi | 11/8/2022 | 3 | | 9,981 | 110,596 | | James A. Endrizzi | 10/26/2021 | 3 | 4,743 | | 121,516 | | James A. Endrizzi | 10/26/2021 | 3 | | 7,072 | 78,362 | | James A. Endrizzi | 10/27/2020 | 3 | 3,467 | | 88,825 | | James A. Endrizzi | 10/27/2020 | 3 | | 5,167 | 57,254 | | James A. Endrizzi | 12/4/2018 | 5 | 140 | | 3,587 | | | | | 15,044 | 22,220 | 631,639 | | Ryan M. Mauer | 11/8/2022 | 3 | 6,694 | | 171,500 | | Ryan M. Mauer | 11/8/2022 | 3 | | 9,981 | 110,596 | | Ryan M. Mauer | 10/26/2021 | 3 | 4,743 | | 121,516 | | Ryan M. Mauer | 10/26/2021 | 3 | | 7,072 | 78,362 | | Ryan M. Mauer | 10/27/2020 | 3 | 3,467 | | 88,825 | | Ryan M. Mauer | 10/27/2020 | 5 | | 5,167 | 57,254 | | Ryan M. Mauer | 12/4/2018 | 5 | 140 | | 3,587 | | | | | 15,044 | 22,220 | 631,639 | | Kim E. Robison | 11/8/2022 | 3 | 6,694 | | 171,500 | | Kim E. Robison | 11/8/2022 | 3 | | 9,981 | 110,596 | | Kim E. Robison | 10/26/2021 | 3 | 4,743 | | 121,516 | | Kim E. Robison | 10/26/2021 | 3 | | 7,072 | 78,362 | | Kim E. Robison | 10/27/2020 | 3 | 3,733 | | 95,639 | | Kim E. Robison | 10/27/2020 | 3 | | 5,567 | 61,686 | | | | | 15,170 | 22,620 | 639,300 |
Outstanding Equity Awards at Fiscal Year End
(1) The value of the Restricted Stock Awards and Performance Stock Awards is calculated by multiplying the number of shares by $25.62, the closing market price for the Company's common stock on September 29, 2023, the last trading day of our fiscal year. •RSAs vest 1/3rd per year over a three-year period, conditioned upon continued employment. Pursuant to the Company's Incentive Plan, all unvested restricted stock awards will become fully vested upon a change of control (as defined in the Incentive Plan) of the Company. •PSAs vest 1/3rd per year based on approved total shareholder return thresholds. Threshold # of shares represents 25% vesting, which is based on achievement of a 9% total shareholder return. Target # shares represents 43.25% vesting, which represents the mid-point of the total shareholder return range and an estimated 50% likelihood of achieving that level. Pursuant to the Company's Incentive Plan, all unvested performance stock awards will become fully vested upon a change of control (as defined in the Incentive Plan) of the Company.
Stock Vested During Fiscal 2023
Stock Vested During Fiscal 2023 The following table sets forth information regarding vesting of restricted stock that occurred during fiscal 2023 for each of our NEOs on an aggregated basis.
Stock Vested During Fiscal 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Brent J. Beardall | 22,538 | 872,208 | | Cathy E. Cooper | 8,338 | 322,668 | | Kelli J. Holz | 1,520 | 58,824 | | Vincent L. Beatty | 10,204 | 394,908 | | James A. Endrizzi | 7,578 | 293,269 | | Ryan M. Mauer | 7,538 | 291,721 | | Kim E. Robison | 8,338 | 322,681 |
Stock Vested During Fiscal 2023
(1) Represents Restricted Stock Awards. The value of the shares of Common Stock acquired upon vesting of the award is calculated by multiplying the number of shares by the closing price of the Company's common stock on the date the award vests.
Nonqualified Deferred Compensation for the 2023 Fiscal Year
Nonqualified Deferred Compensation for the 2023 Fiscal Year The Company maintains two nonqualified deferred compensation plans in which NEOs are eligible to participate: The WAFD Bank Deferred Compensation Plan (DCP), and the WAFD Bank Supplemental Executive Retirement Plan (SERP). For additional information about each plan, see “Compensation Discussion and Analysis -- Retirement Plans” above. The following table sets forth certain information with respect to the amounts deferred by or for the benefit of each NEO under our non-qualified Deferred Compensation Plan for the year ended September 30, 2023. Mr. Beatty, who retired as Chief Financial Officer on December 31, 2022, does not participate in any of our non-qualified deferred compensation plans.
Nonqualified Deferred Compensation for the 2023 Fiscal Year
| Name | Executive Contributions ($)(1) | Registrant Contributions ($)(2) | Aggregate Earnings ($)(3) | Aggregate Withdrawals ($) | Aggregate Balance at Sept. 30, 2023 ($) | | Brent J. Beardall | | | | | | | DCP | — | — | — | — | — | | SERP | — | 3,600,000 | (637,902) | — | 2,962,098 | | Cathy E. Cooper | | | | | | | DCP | — | — | — | — | — | | SERP | — | 1,050,000 | (186,055) | — | 863,945 | | Kelli J. Holz | | | | | | | DCP | — | — | — | — | — | | SERP | — | 1,500,000 | (372,109) | — | 1,127,891 | | James A. Endrizzi | | | | | | | DCP | — | — | — | — | — | | SERP | — | 2,100,000 | (186,055) | — | 1,913,945 | | Ryan M. Mauer | | | | | | | DCP | 30,000 | — | (520) | — | 29,480 | | SERP | — | 1,800,000 | (318,951) | — | 1,481,049 | | Kim E. Robinson | | | | | | | DCP | — | — | — | — | — | | SERP | — | 1,650,000 | (292,372) | — | 1,357,628 |
Nonqualified Deferred Compensation for the 2023 Fiscal Year
| (1) Executive contributions represent salary deferrals and are included in the "Salary" column of the Summary Compensation Table (SCT) above. Mr. Mauer's salary deferral contributions are invested in the Fidelity VIP Freedom 2030 Fund which had a return of 10.67% during the fiscal year. The stock appreciation/depreciation on the salary deferrals are not included in the SCT because the earnings were not preferential or above-market. | | (2) Contributions made by the Company represent Company Stock Units credited to each NEO under the SERP. Each Company Stock Unit has a value equal to one share of Company common stock. The amount shown represents the fair market value of the Company Stock Units contributed on March 9, 2023 based upon the closing price of our common stock of $31.71 on such date. These amounts are included in the "All Other Compensation" column of the SCT and related footnote. | | (3) Aggregate earnings comprise additional Common Stock Units credited to each participant’s SERP account consistent with dividends paid to common shareholders, plus (or minus) capital gains and appreciation/depreciation of investment results during the fiscal year. For the SERP plan, appreciation/depreciation is based on the performance of WaFd, inc. common stock (Ticker: WAFD) over the fiscal year. The dividend amounts are included above in the “All Other Compensation” column of the Summary Compensation Table and the related footnote. The stock appreciation/depreciation is not included in the “Summary Compensation Table” above because the earnings were not preferential or above-market. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Change in Control Each of the Company's NEOs are parties to Change of Control Agreements with the Company (collectively, the "Covered NEOs" and each a "Covered NEO"). The Change of Control Agreements have a double trigger that provides for a severance payment to the Covered NEO if the Company experiences a Change of Control (as defined in the Change of Control Agreements) and the Covered NEO's employment terminates during the three years after a Change of Control. Specifically, the Change of Control Agreements provide that the Covered NEO will receive payment only if, in connection with a Change of Control, the Covered NEO’s employment is terminated involuntarily by the Company (including any successor in such Change in Control) without Cause or voluntarily by the Covered NEO for Good Reason, each of which are defined in the Change of Control Agreements. If employment is terminated by the Company without Cause or by such Covered NEO for Good Reason during the first three years after a Change of Control, the Covered NEO will receive a lump sum payment on the 60th day following termination equal to the sum of (1) the pro-rata annual cash bonus due to such Covered NEO for the portion of the year worked prior to the termination, based upon the higher of (a) such NEO’s highest bonus paid by the Company under the Company’s annual incentive plans for the three years preceding the Change of Control and (b) the annual bonus paid or payable to the Covered NEO for the last fiscal year (the “Highest Annual Bonus”); (2) a lump sum payment equal to the product of (a) a multiple of 2 for all Covered NEOs, times (b) the sum of (i) the Covered NEO’s annual base salary and (ii) the Highest Annual Bonus (the “Severance Payment”) and (3) a lump sum payment equal to the present value of the continuation for 2 years after the Covered NEO’s date of termination of employee welfare benefits to the Covered NEO or the Covered NEO’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies in effect on the date of termination. Any such Covered NEO will also receive all unpaid vacation pay through the date of termination in accordance with the Company’s policies applicable to all employees and may receive outplacement assistance. If a Covered NEO's employment is terminated for his or her death or disability during the first three years after a Change of Control, the Covered NEO will receive an additional lump sum payment on the 60th day following termination equal to a pro-rata annual bonus due to such Covered NEO for the portion of the year worked prior to the termination equal to the Highest Annual Bonus amount. In addition, pursuant to the Company's Incentive Plan, all unvested restricted stock awards will become fully vested upon a change of control (as defined in the Incentive Plan) of the Company. Pursuant to the Company's Deferred Compensation and SERP, all unvested Company Contributions become fully vested upon a change in control (as defined in the Deferred Compensation Plan) of the Company. Except for the Change of Control Agreements described above, none of the NEOs have employment agreements and are “at will” employees. The Change of Control Agreements have a cap that could reduce payments to the executive so as not to trigger the application of Section 280G of the Internal Revenue Code. Payments treated as excess parachute payment under Code Section 280G are subject to a 20% excise tax in addition to applicable income and payroll taxes, and moreover the Company cannot deduct such excess parachute payment. The Change of Control Agreements require that all payments or distributions by the Company to the executive will be reduced if necessary to avoid having excess parachute payment under Code Section 280G, but such reduction applies only if it would leave the executive with a better after-tax result compared with no reduction. The following table quantifies the payments that would be made to Covered NEOs if the Company experienced a Change of Control as of September 30, 2023 and they were terminated by the Company without Cause or voluntarily by the Covered NEOs with good reason:
Potential Payments Upon Termination or Change in Control
| | Potential Change in Control Payments | | | | | | | Name | Severance Payment | Highest Bonus Amount (1) | Vesting of Stock Options (#) (3) | Vesting of Restricted Stock and Performance Shares (2) (3) (4) | Benefits Payment (5) | Total | | Brent J. Beardall | $1,950,000 | $2,625,000 | — | $3,651,431 | $45,016 | $8,271,447 | | Cathy E. Cooper | 800,000 | 753,000 | — | 968,171 | 45,016 | 2,566,187 | | Kelli J. Holz | 800,000 | 276,413 | 48,242 | 428,366 | 19,232 | 1,572,253 | | James A. Endrizzi | 800,000 | 753,000 | — | 954,678 | 45,016 | 2,552,694 | | Ryan M. Mauer | 800,000 | 753,000 | — | 954,678 | 45,016 | 2,552,694 | | Kim E. Robison | 800,000 | 753,000 | — | 968,171 | 34,752 | 2,555,923 |
Potential Payments Upon Termination or Change in Control
1.Each Covered NEO would also receive the payments set forth in this column if termination following a Change of Control is due to death or disability. 2.Based on a price per share of $25.62, the closing market price for the Company's common stock on September 29, 2023, the last trading day of our fiscal year. 3.Pursuant to the Company's Incentive Plan applicable to all employees, all unvested stock options and restricted stock awards will become fully vested upon a “change in control” of the Company. A “change in control” is defined in the Incentive Plans to mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (ii) during any period of twenty-four consecutive months during the term of an Option, individuals who at the beginning of such period constitute the Board of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director who was not a director at the date of grant has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. 4.Each Covered NEO would also receive the payments set forth in this column if terminated after a change of control due to death or disability. 5.The value of the continuation of benefits under our medical, dental and vision plan is estimated based on the per-employee cost of that plan for the Covered NEO during 2023. Deferred Compensation Plan In the event that a NEO’s employment with the Company is terminated, either voluntarily or involuntarily, the officer will receive the balance of the deferred compensation account in the calendar year following the participant’s separation from service, death, or on a specified date, either in a lump sum or, for participants eligible for retirement, in annual installments for up to 10 years. Amounts in a participant’s DCP account that are attributable to participant compensation deferrals are always fully vested. All Bank contributions become 100% vested, if while employed a NEO dies, becomes disabled (as defined in Treas. Reg. Sec. 1.409A-1(e)(1)), the Bank experiences a Change in Control while the participant is employed. The only NEO currently participating in the Deferred Compensation Plan is Ryan M. Mauer; the balance of his deferred compensation account as of the end of fiscal 2023 is $29,480. Supplemental Executive Retirement Plan A NEO’s SERP account will become 100% vested in the event of the NEO’s involuntary termination of employment by the Company without Cause, or the SERP Participant’s voluntary termination of employment for Good Reason, as defined below. Upon a NEO’s termination of employment with the Company other than on account of death, the vested balance in the SERP Participant’s SERP account will be paid to the SERP Participant in ten (10) substantially equal annual installments, beginning in the calendar year following the calendar year in which the SERP Participant’s Separation from Service occurred, unless the Committee specifies a different payment schedule on or before the date the SERP Participant obtains a legally binding right to his or her initial SERP Company Contribution, or there are limitations in a NEO’s employment agreement or required by Code Section 409A or as a result of the application of the excess parachute payment rules of Code Section 280G. Upon the death of a NEO (regardless of whether such NEO is an employee at the time of death), all remaining vested balance of the SERP account shall be paid to the NEO’s beneficiary in a single lump sum no later than December 31 of the calendar year following the year of the SERP Participant’s death. The current balance of each NEO’s SERP account as of fiscal 2023 is set forth in the table titled “Nonqualified Deferred Compensation for the 2023 Fiscal Year” above.
PAY RATIO
PAY RATIO Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are required to provide annual disclosure of the ratio of the median of the annual total compensation of all employees of the company, except the CEO, to the annual total compensation of Brent Beardall, our Company’s Chief Executive Officer ("CEO"). The incremental compensation Cathy Cooper, our Chief Consumer Banker, received for temporarily serving as CEO during Mr. Beardall's medical leave was not considered to be part of the CEO's annual total compensation for the purposes of the pay ratio calculation. The SEC rule requires the disclosure of (i) the median of the annual total compensation of all employees of the company, except the CEO, (ii) the annual total compensation of the CEO; and (iii) the ratio of the two amounts. In determining the median employee, a listing was prepared of all employees as of September 30, 2023. Wages and salaries were annualized for those employees that were not employed for the full year of 2023. The median employee was selected from the annualized list based upon the Company’s tax records. For simplicity, the value of the Company’s 401(k) plan and medical benefits provided was excluded as all employees including the CEO are offered the exact same benefits and the Company utilizes the Internal Revenue Service safe harbor provision for 401(k) discrimination testing. As of September 30, 2023, the Company employed 2,130 persons (including the CEO) of which 2,109 are full time and 21 are part time. Ratio: •The median employee's annual total compensation (other than our CEO): $58,856 •Mr. Beardall’s annual total compensation, as reported in our 2023 Summary Compensation Table: $6,308,675 •Based on this information, the ratio of the annual total compensation of Mr. Beardall to the median of the annual total compensation of all employees is estimated to be 107 to 1. The ratio above is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. Given the rule’s flexibility, the method the Company used to determine the median employee may be different from its peers, so the ratios may not be comparable. This year Mr. Beardall's compensation was significantly increased due to the Company's initial contribution to his SERP account. Going forward, it is expected that the CEO pay ratio would return to the level seen in recent years. This year's ratio would have been 45 to 1 had there been no SERP contribution in fiscal 2023.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
Pay versus Performance Table
Pay versus Performance Table In accordance with rules adopted by the SEC in Item 402(v) of Regulation S-K, pursuant to Section 953(a) of the Dodd-Franck Act, we provide the following disclosure regarding executive compensation and the Company's performance on select financial metrics. For more information regarding the Company's executive compensation philosophy, refer to the Compensation Discussion & Analysis section above. The following table sets forth a summary of compensation for our CEO and the average compensation for the non-CEO NEOs and includes information on the Company's total shareholder return ("TSR"), the TSR for the Company's peer group, Net Income and the company's selected performance measure, GAAP Earnings Per Share. As required by Item 402(v), we are including as CEO compensation for 2023 the compensation of Cathy Cooper, who served as temporary CEO from January 3, 2023 through February 12, 2023, however, substantially all of the compensation reflected for Ms. Cooper reflects her time as a non-CEO. Ms. Cooper is otherwise not a NEO for 2023. Her compensation as a non-CEO NEO is included in the tables below for 2021 and 2022.
Pay versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (1) | Average Summary Compensation Table for non-CEO NEOs (2) | Average Compensation Actually Paid to non-CEO NEOs (2) | TSR | Peer Group TSR (3) | Net Income ($ in thousands) | GAAP Earnings Per Share | | 2023 | $6,308,674 | $5,394,253 | $2,279,134 | $2,059,006 | 170 | 197 | $257,426 | $3.72 | | 2023 | $2,225,890 | $2,001,205 | | | | | | | | 2022 | $3,596,934 | $4,324,462 | $1,133,594 | $1,330,164 | 90 | 93 | $236,330 | $3.40 | | 2021 | $3,254,715 | $4,079,586 | $1,138,791 | $1,480,437 | 88 | 82 | $183,615 | $2.39 |
Pay versus Performance Table
| (1) Reflects compensation for our Chief Executive Officer, Brent Beardall, who served as our Principal Executive Officer (PEO) in 2021, 2022 and 2023 and for our Chief Consumer Banker, Cathy Cooper, who served as our temporary PEO from January 3, 2023 to February 12, 2023, while Mr. Beardall was on medical leave. Mr. Beardall's compensation is shown on the top line and Ms. Cooper's on the lower line. | | (2) Reflects compensation for Vincent Beatty, Cathy Cooper, James Endrizzi and Kim Robison for both 2021 and 2022 and Kelli Holz, Vincent Beatty, James Endrizzi, Ryan Mauer and Kim Robison for 2023, as shown in the Summary Compensation Table for each respective year. | | (3) Peer Group used for TSR comparisons reflects the KBW Regional Banking Index. |
Pay versus Performance Table
To calculate Compensation Actually Paid for our NEOs, the following adjustments were made to the Summary Compensation Table total pay deducting the amounts included under the "Stock Awards" column for each year and adding amounts based on the SEC's definition of "compensation actually paid" as shown in the following table.
Pay versus Performance Table
| | CEO | | | CConsB (1) | Other NEOs | | | | | 2021 | 2022 | 2023 | 2023 | 2021 | 2022 | 2023 | | Summary Compensation Table Total | $3,254,715 | $3,596,934 | $6,308,674 | $2,225,890 | $1,138,791 | $1,133,594 | $2,279,134 | | Deduct grant date fair value of stock awards granted in fiscal year | (1,197,318) | (1,315,205) | (1,566,874) | (419,291) | (289,265) | (308,869) | (398,325) | | Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | 1,854,627 | 1,100,470 | 1,054,184 | 282,096 | 570,861 | 324,587 | 267,991 | | Add change in fair value of outstanding and unvested stock awards and options and stock awards granted in prior fiscal years | 407,311 | (197,932) | (76,869) | (29,528) | 118,046 | (102,521) | (25,672) | | Add fair value at vesting of options awards that vested during fiscal year | — | — | — | — | — | — | — | | Add change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which vesting conditions were satisfied during the year | 7,266 | 1,140,195 | 196,527 | 72,704 | 2,504 | 283,373 | 65,188 | | Deduct fair value of stock awards granted in prior years that failed to meet vesting conditions during fiscal year | (247,015) | — | (521,390) | (130,666) | (60,500) | — | (129,310) | | Add value of dividend or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | — | — | — | | — | — | — | | Compensation actually paid | $4,079,586 | $4,324,462 | $5,394,253 | $2,001,205 | $1,480,437 | $1,330,164 | $2,059,006 |
Pay versus Performance Table
(1) This column represents the adjustments made to Cathy Cooper, Chief Consumer Banker, to arrive at Compensation Actually Paid as Ms. Cooper is included in Pay versus Performance table due to acting as temporary CEO during fiscal 2023. The stock awards included above comprise performance share awards and restricted stock awards granted from 2018 through 2023. The amounts are based on the estimated fair value of the restricted stock and restricted performance awards as of the applicable year end or vesting date as required by SEC rules. The fair value for performance share awards is based on a probable outcome target of vesting, which represents the mid-point of the total shareholder return range and an estimated likelihood of achieving that level, and is calculated in accordance with U.S. GAAP. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with the fair value methodology used to account for share-based payments in the Company’s consolidated financial statements included in Note P – Stock Award Plans of our Annual Report on Form 10-K for the year ended September 30, 2023.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee director compensation program is generally designed to attract and retain experienced and knowledgeable directors, and to provide equity-based compensation as a means to align our director’s interests with those of our shareholders. In 2022, our non-employee director compensation was composed of cash compensation, in the form of annual retainers and committee fees, and equity compensation, in the form of annual stock awards. Brent Beardall, our CEO, does not receive any additional compensation for his service as a director. The following table sets forth information regarding the compensation received by each of the Directors of the Company during fiscal 2023, other than Mr. Beardall whose executive officer compensation is fully reflected in the Summary Compensation Table and the other related tables in the discussion above.
DIRECTOR COMPENSATION
| | Fees Earned or Paid in Cash | Fair Value of Stock Awards (1) | All Other Compensation | Total | | R. Shawn Bice | $77,500 | $100,013 | $— | $177,513 | | Linda S. Brower | 77,500 | 100,013 | — | 177,513 | | Stephen M. Graham | 116,250 | 100,013 | — | 216,263 | | David K. Grant | 77,500 | 100,013 | — | 177,513 | | Sylvia R. Hampel | 77,500 | 100,013 | — | 177,513 | | S. Steven Singh | 77,500 | 100,013 | — | 177,513 | | Sean B. Singleton | 77,500 | 100,013 | — | 177,513 | | Mark N. Tabbutt | 77,500 | 100,013 | — | 177,513 | | Randall H. Talbot | 77,500 | 100,013 | — | 177,513 | | | 736,250 | 900,117 | — | 1,636,367 |
DIRECTOR COMPENSATION
(1) These amounts reflect the dollar value of the compensation cost of all outstanding stock awards or option awards recognized over the requisite service period, computed in accordance with FASB ASC 718. The assumptions made in valuing the stock awards are included under the caption “Stock Award Plans” in Note P of Notes to Consolidated Financial Statements in the 2023 Annual Report on Form 10-K and such information is incorporated herein by reference.