DEF 14A of Wafd Inc
Filed Dec 19, 2025 · FY20250000936528-25-000121
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Insider Stock Ownership Guidelines Each Director is expected to own Common Stock in the amount equivalent to three times the annual amount of director fees received during the fiscal year. Director fees are defined to include all cash received for director and committee meetings attended and all retainer fees received. All common stock over which the Director has voting rights count toward the ownership guideline. The expectation is that the ownership levels will be reached within 5 years of appointment to the Board. The Chief Executive Officer is expected to own Common Stock in the amount equivalent to five times his annual base salary. The base salary does not include the value of any retirement contributions, insurance payments, cash bonus payments, or stock options or stock awards. All common stock over which the Chief Executive Officer has voting rights, as well as unvested restricted stock and performance awards, count toward the ownership guideline. The expectation is that this ownership level will be reached within 5 years of appointment. Other Named Executive Officers ("NEOs"), excluding the Chief Executive Officer, are expected to own Common Stock in the amount equivalent to two times their annual base salary. The base salary does not include the value of any retirement contributions, insurance payments, cash bonus, stock options or stock awards. All shares over which the NEO has voting rights, including unvested restricted stock, count toward the ownership guideline. The expectation is that this ownership level will be reached within 5 years of appointment. All Directors and NEOs are in compliance with the aforementioned ownership guidelines as of the record date, taking into consideration the five-year compliance deadline. Insider Trading Arrangements and Policies Our Board of Directors has adopted the WaFd, Inc. Trading Policy to govern the purchase, sale, and/or other dispositions of our securities by our officers, directors and employees of WaFd, Inc. and its subsidiaries, including the Bank. The policy also applies to other persons that we have designated, such as contractors or consultants who have access to material nonpublic information. We believe our Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards. Prohibition on Hedging and Pledging Our Trading Policy additionally provides that our Directors and NEOs may not trade in options, warrants, puts, calls or similar instruments or derivatives with respect to Company stock or sell Company stock "short". The Trading Policy also provides that our Directors and NEOs may not hold Company stock in margin accounts or pledge Company stock as collateral for a loan, other than pursuant to an approved 10b5-1 trading plan. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such executive officers, directors and stockholders also are required by SEC rules to furnish us with copies of all Section 16(a) forms that they file. To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during fiscal 2025, we believe that for fiscal 2025, all required reports were filed on a timely basis under Section 16(a).
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| 10 | 2026 Proxy Statement | |
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| PROPOSAL 1 | | | Election of Directors | | | | The board of directors unanimously recommends a vote “FOR” the director nominees. |
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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 shall consist of between five and fifteen directors, and the number of directors currently authorized by the Board is eleven. Pursuant to the Company's Restated Articles of Incorporation, as amended, each shareholder entitled to vote has cumulative voting rights in the election of directors. Cumulative voting allows a shareholder to multiply the number of shares owned by him or her by the number of directors to be elected (four), and to cast an equal number of votes for each of the four nominees to the Board, or give one nominee all their votes, or distribute their votes on the same principle among any number of nominees. The Board, upon the recommendation of the Nominating and Governance Committee, has nominated current directors Stephen M. Graham, Bradley M. Shuster, Randall H. Talbot, and M. Max Yzaguirre for reelection. At the Annual Meeting, shareholders will be asked to elect directors Graham, Shuster, Talbot and Yzaguirre for a three-year term expiring in 2029, or until their respective successors are elected and qualified. Current director David K. Grant, whose term expires at our 2026 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.
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| | 2026 Proxy Statement | 11 |
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Information with Respect to Nominees for Director and Continuing Directors The following sets forth information relating to continuing directors of the Company and our director nominees, including their positions with WaFd, Inc. and their principal occupation during the past five years. Director Nominees for a Three-year Term Expiring in 2029
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| | | | | | Stephen M. Graham, 74 | | | | Director since: 2019 Term expiring: 2026 | Partner Emeritus of the law firm of Fenwick & West LLP |
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Mr. Graham founded Fenwick's Seattle office in 2008 and served as a corporate and securities partner before retiring in 2022. 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, the Board of Directors for The Who We Are Project, Sound Pharmaceuticals, 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.
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| | | | | | Bradley M. Shuster, 71 | | | | Director since: 2024 Term expiring: 2026 | Executive Chairman and Chairman of the Board of NMI Holdings, Inc. (January 2019 – Present) |
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Mr. Shuster founded NMI Holdings, Inc. (NASDAQ: NMIH) and served as Chairman and CEO of the company from 2012 to 2018. He also serves as Chairman of the Board of McGrath RentCorp (NASDAQ: MGRC), as a member of the Board of Directors of USMI, and was previously an independent director of Luther Burbank Corporation. In addition to his operating experience in managing complex and successful businesses, Mr. Shuster is a Certified Public Accountant and Chartered Financial Analyst. Mr. Shuster's experience leading a public company, as well as his service on public company boards, give him valuable insight and enable him to make significant contributions as a member of our Board.
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| 12 | 2026 Proxy Statement | |
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| | | | | | Randall H. Talbot, 72 | | | | Director since: 2012 Term expiring: 2026 | Managing Director of Talbot Financial LLC, an investment advisory firm (June 2010 - Present) |
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Mr. Talbot served as Director, Chief Executive Officer and President of Symetra Financial Corporation from 2004 to 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.
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| | | | | | M. Max Yzaguirre, 65 | | | | Director since: 2024 Term expiring: 2026 | Board Director of Altria Group, Inc. (May 2022 – Present), Board Director of Solaris Energy Infrastructure, Inc. (January 2025 – Present) |
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Mr. Yzaguirre previously served as an independent director of Luther Burbank Corporation from 2021 to 2024, on the board of Aris Water Solutions from 2021 to 2025, on the boards of BBVA USA Bancshares, Inc. and BBVA USA Bank from 2009 to 2021, and on the boards of Texas Regional Bancshares and Texas State Bank from 2000 to 2006. From 2006 to 2017, Mr. Yzaguirre served as Chief Executive Officer of the Yzaguirre Group, LLC, a business and public affairs strategic advisory firm. He served as Executive Chairman of the energy infrastructure construction company, Forbes Bros. Holdings, Ltd., from 2019 to 2021, and as its U.S. Chairman and Chief Executive Officer from 2017 to 2019. He was Chairman and CEO of Isolux Ingenieria USA, L.L.C., the U.S. operation of Isolux Corsan SA, a Spanish engineering, procurement and construction company from 2011 to 2013. Mr. Yzaguirre's experience includes domestic and international business, government and law, as well as expertise in a wide variety of industries and sectors. His extensive knowledge of banking and executive management roles, as well as his service on public company boards, give him valuable insight and enable him to make significant contributions as a member of our Board.
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| | 2026 Proxy Statement | 13 |
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Continuing Directors
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| | | | | | Brent J. Beardall, 54 | | | | Director since: 2017 Term expiring: 2027 | Vice Chair; President and Chief Executive Officer of WaFd, Inc (April 2017 - Present) |
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Mr. Beardall has been the President of WaFd, Inc. 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. Mr. Beardall also serves on the boards of the United Way of King County, Washington, the YMCA of Greater Seattle, the Pacific Coast Banking School and the Washington Bankers Association.
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| | | | | | Sylvia R. Hempel, 60 | | | | Director since: 2021 Term expiring: 2027 | CEO and President of Clearview Cleaning (1995 - 2020) |
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Ms. Hampel was the CEO and President of Clearview Cleaning from 1995 to 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 both the Boys and Girls Club of America, the Boise State University College of Business and Economics and the advisory board for Okipa, Ltd. 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.
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| | | | | | S. Steven Singh, 64 | | | | Director since: 2018 Term expiring: 2027 | Managing Director of Madrona Venture Group (January 2020 - Present) |
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In addition to his work at Madrona Venture Group, Mr. Singh has served as the interim CEO for Spotnana since June 2024. Prior to Madrona, he 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 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 Modumetal, Inc. from 2014 to 2021, was a member of the Board of Directors at Vndly, Inc. from March 2020 to December 2021 and served as Chairman of e.Merge Technology Acquisition Corp. from July 2020 to August 2022. Mr. Singh currently serves as Chairman of the Board of privately held companies Covenant IQ, Stratify Technologies, Magnify Technologies, Spontana, Tektonic.ai, Charger.dev and Troop Travel, and as a member of the Board of Directors at Clari and Leaf Logistics. 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.
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| 14 | 2026 Proxy Statement | |
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| | | | | | Linda S. Brower, 72 | | | | Director since: 2019 Term expiring: 2028 | Former Executive Vice President and Chief Administrative Officer at WaFd Bank (2003 - 2016) |
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Ms. Brower's 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.
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| | | | | | R. Shawn Bice, 56 | | | | Director since: 2021 Term expiring: 2028 | Corporate Vice President, Security Platform & AI, at Microsoft (NASDAQ: MSFT) (June 2022 - Present) |
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Mr. Bice has been a technology executive for more than two decades. 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 to 2021, and was a Microsoft executive leading SQL Server and Azure Data, amongst other enterprise services from 1997 to 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.
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| | | | | | Sean B. Singleton, 53 | | | | Director since: 2021 Term expiring: 2028 | Managing Principal at Oglethorpe Capital (2013 - Present), U.S. Venture Partner for Beaten Zone Ventures (2024 - Present). |
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In addition to his work at Oglethorpe Capital, Mr. Singleton is a Bochnowski Veteran Fellow at the Hoover Institution. He served as Vice President of Business Development at Tectus (dba Mojo Vision) from 2019-2024 and Partner and Vice President of Business Development at America's Frontier Fund from 2022 to 2024. He served as the Placement Agent for Franklin Venture Partners from 2018-2020 and 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 and services as a strategic advisor for 3D Fortify. 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.
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| | 2026 Proxy Statement | 15 |
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Executive Officers The following table sets forth information concerning the executive officers of the Company as of September 30, 2025 (excluding the President and CEO Brent J. Beardall, whose information is included above under Directors), including their positions with WaFd, Inc. and their principal occupation during the past five years. Executive officers of the Company are appointed by the Board on an annual basis and serve until their successors have been duly elected and qualified.
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| | | | | Cathy E. Cooper, 59 | | | Executive Vice President and Chief Experience Officer (January 2025 - Present) |
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Executive Vice President and Chief Consumer Banker from October 2021 to December 2024; Temporary CEO January 2023 to February 2023; Executive Vice President and Chief Consumer Banker from October 2021 to December 2024, Executive Vice President and Retail Banking Group Manager from September 2016 to October 2021; Corporate Secretary since October 2018; Senior Vice President and Retail Client Experience from February 2016 to September 2016. Ms. Cooper also serves on the Executive Advisory Board for the Seattle Sports Commission and is the Vice President of the SSC Foundation Board.
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| | | | | Kelli J. Holz, 56 | | | Executive Vice President and Chief Financial Officer (January 2023 - Present) |
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Senior Vice President and Chief Risk Officer from 2018 to January 2023; Senior Vice President, Enterprise Risk Management from 2010 to 2018.
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| | | | | Ryan M. Mauer, 54 | | | Executive Vice President and Chief Credit Officer (October 2020 - Present) |
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Senior Vice President and Chief Credit Officer from October 2019 to October 2020; Senior Vice President and Deputy Chief Credit Officer from March 2019 to October 2019; Senior Vice President and Commercial Division Manager from May 2014 to March 2019.
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| 16 | 2026 Proxy Statement | |
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| | | | | Kim E. Robison, 55 | | | Executive Vice President and Chief Operating Officer (October 2021 - Present) |
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Executive Vice President and Operations Group Manager from April 2017 to October 2021; Senior Vice President and Deposit Operations Group Manager from January 2016 to April 2017; Senior Vice President and Training Manager from October 2014 to January 2016.
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| | 2026 Proxy Statement | 17 |
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Corporate Governance The Board of Directors and Its Committees The Board held a total of five meetings during the last fiscal year. All directors attended 100% of the Board meetings and Board committee meetings (for committees on which he or she served) held during his or her tenure in office during the last fiscal year. Although the Company does not have a formal policy regarding attendance by directors at annual meetings of shareholders, directors are expected to attend such meetings. All directors who were on the Board at the time of the 2025 Annual Meeting were present at the meeting. The Board has established various committees, including an Executive Committee, an Audit Committee, a Nominating and Governance Committee, a Risk Management Committee, a Compensation Committee and a Technology Committee. A copy of each of the Committee's Charters is available on the Company's website at www.wafdbank.com. The Board has affirmatively determined that, other than our CEO Brent Beardall, all of the Company's directors are independent pursuant to the listing requirements of the Nasdaq Stock Market LLC ("NASDAQ"). The independent directors hold an executive session at least one time each fiscal year. The Board also has affirmatively determined that each member of the Audit Committee, Compensation Committee, Nominating and Governance Committee, Risk Management Committee and Technology Committee of the Board is independent within the meaning of applicable laws and regulations and the listing requirements of NASDAQ.
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| | Executive Committee | No. of Meetings in 2025: 1 | | Members: Stephen M. Graham – Chair Brent J. Beardall Linda S. Brower Randall H. Talbot | | Primary responsibilities: ■Exercises all the authority of the Board in the management of the Company between board meetings unless otherwise provided by the Amended and Restated Bylaws. |
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| | Audit Committee | No. of Meetings in 2025: 4 | | Members: David K. Grant – Chair Linda S. Brower Sylvia R. Hampel Bradley M. Shuster Sean B. Singleton The Board also has affirmatively determined that Messrs. Grant, Shuster and Singleton are audit committee financial experts as defined by the SEC. | | Primary responsibilities: ■Reviews of all financial information included in our quarterly and annual reports; ■Reviews and oversees the internal audit function; ■Engages with and reviews the independent registered public accountants; ■Pre-approves all services performed by the independent registered public accountants; and ■Reviews all related party transactions and compliance with laws and regulations. |
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| 18 | 2026 Proxy Statement | |
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| | Compensation Committee | No. of Meetings in 2025: 2 | | Members: Linda S. Brower – Chair David K. Grant Sylvia R. Hampel M. Max Yzaguirre No member of the Compensation Committee has served as an officer or an employee of WaFd, Inc. or its subsidiaries within the past five years. | | Primary responsibilities: ■Oversees the Company’s executive compensation programs; ■Recommends the creation, termination or amendment of employee benefit programs to the Board; ■Monitors the administration of employee benefit programs on behalf of the Board; and ■Annually reviews and recommends to the Board the individual elements of total compensation for the CEO and other designated executive officers. |
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| | Risk Management Committee | No. of Meetings in 2025: 4 | | Members: Randall H. Talbot – Chair R. Shawn Bice David K. Grant Sean B. Singleton M. Max Yzaguirre | | Primary responsibilities: ■Provides ongoing review, guidance and oversight of the Company's loan review and enterprise risk management functions, including recommending risk tolerance limits to the Board; and ■Together with our Technology Committee, oversees the Company's approach to managing cybersecurity risks. |
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| | Nominating and Governance Committee | No. of Meetings in 2025: 3 | | Members: Randall H. Talbot – Chair Stephen M. Graham Sylvia R. Hampel Bradley M. Shuster | | Primary responsibilities: ■Establishes and oversees the general responsibilities and functions of the Board; ■Assists the Board in identifying and qualifying individuals to serve as directors and approves candidates to be recommended for nomination to the board; and ■Establishes succession planning for the Board and senior management. |
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| | Technology Committee | No. of Meetings in 2025: 4 | | Members: R. Shawn Bice – Chair S. Steven Singh Sean B. Singleton Randall H. Talbot | | Primary responsibilities: ■Provides ongoing review, guidance and oversight of the Company's technology in its business activities and operations; and ■Oversees, with the Risk Management Committee, the Company's approach to cybersecurity risks. |
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| | 2026 Proxy Statement | 19 |
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Board Leadership Structure and the Board's Role in Risk Oversight The leadership structure of the Board currently consists of an independent Chairman of the Board, Mr. Stephen Graham. Mr. Beardall serves as the Vice Chairman of the Board and supports the Chairman with duties as assigned. The Company's Board endorses the view that one of its primary functions is to protect shareholders' interests by providing effective oversight of management, including the Chief Executive Officer. With the increasing amount of responsibility placed on our Board of Directors, the Company determined it would be beneficial to have a separate chairman whose sole job was leading the Board. Accordingly, in 2017 the Board separated the positions of Chairman of the Board and the Chief Executive Officer. The Board Chair's role includes supervising the carrying out of the policies adopted or approved by the Board and guiding the Company's strategic direction. However, the Board does not believe that mandating a particular structure is necessary to achieve effective oversight, and the Board retains the authority to modify this structure when and if appropriate in the best interest of our shareholders. Risk Oversight Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including credit risk, interest rate risk, liquidity risk, operations risk, regulatory risk, strategic risk and reputational risk.
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| Board ■Establishes the Company's risk appetite. ■Sets appropriate risk policies. | Risk Management Committee ■Assists the Board in fulfilling the role of establishing the Company's risk appetite and setting appropriate risk policies. ■Provides ongoing review, guidance and oversight of the Company's enterprise risk management function. ■Oversees enterprise risk management’s efforts to identify, analyze, measure, mitigate, track, prioritize and monitor risks ■Receives reports and meets regularly with the Loan Review Department. | | Management ■Manages the Company's risks on a day-to-day basis ■Executive Management attends all board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. ■Executive Management and the Board work together to provide strong oversight of the Company's management and affairs through its standing committees, Board meetings and Independent director meetings. | | | | Enterprise Risk Management Committee ■Management-level committee that executes the risk management framework adopted by the Board. ■Company's Chief Risk Officer (“CRO”) chairs the Committee. ■The Company’s CRO, Chief Financial Officer, Chief Information Officer, Chief Information Security Officer, Chief Credit Officer, and other members of management report directly to the Risk Management Company on at least a quarterly basis to provide reporting on risk levels, key risks, emerging risks and the Company’s compliance with the risk management framework, risk limits and risk appetites adopted by the Risk Management Committee. | | | Audit Committee ■Receives reports and meets regularly with the Manager of the Company's Internal Audit Department. |
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| 20 | 2026 Proxy Statement | |
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Selection of Nominees for the Board The Nominating and Governance Committee considers candidates for director suggested by its members, other directors of the Company, as well as management and shareholders. The Nominating and Governance Committee may also solicit prospective nominees. In addition, nominees for election as director may be obtained in connection with acquisitions by the Company. A shareholder who desires to recommend a prospective nominee for the Board should notify the Company's Corporate Secretary or any member of the Nominating and Governance Committee in writing with whatever supporting material the shareholder considers appropriate. The Nominating and Governance Committee also considers whether to nominate any person recommended pursuant to the provision of the Company's Amended and Restated Bylaws relating to shareholder nominations, which is described under “Shareholder Nominations” below. The Nominating and Governance Committee has the authority to retain a third-party search firm to help identify and evaluate potential nominees. Director Qualifications The Company's directors bring a wealth of skills and experience from both previous board service and professional and executive positions held, as follows:
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| | | | | | | | | | Director | Banking & Financial Services | Accounting & Finance | Cybersecurity | Legal / Regulatory | Risk Management | Executive Leadership | Human Capital | | R. Shawn Bice | • | | • | • | • | • | • | | Linda S. Brower | • | • | | • | • | • | • | | Stephen M. Graham | • | | | • | • | • | • | | David K. Grant | • | • | | • | • | • | • | | Sylvia R. Hampel | • | • | | | • | • | • | | S. Steven Singh | • | • | • | | • | • | • | | Brad M. Shuster | • | • | • | • | • | • | • | | Sean B. Singleton | • | • | • | | • | • | • | | Randall H. Talbot | • | • | | • | • | • | • | | M. Max Yzaguirre | • | • | • | • | • | • | • | | Brent J. Beardall | • | • | • | • | • | • | • |
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In making recommendations for nominees to the Board, the Nominating and Governance Committee reviews and considers the qualifications, strengths and abilities of the potential candidate for nomination. In deciding whether to recommend the re-nomination of an incumbent director whose term is expiring at an upcoming meeting or the nomination of new directors who may have previously served as officers of WaFd, Inc., the Nominating and Governance Committee considers their prior performance as directors of the Company in addition to the candidates' other qualifications. For new candidates, the review process may require additional evaluation and consideration. The Nominating and Governance Committee works with the Board to identify the particular qualities and abilities that WaFd, Inc. seeks in its directors generally, and the mix of experience, expertise and attributes that are sought or required for the Board as a whole. Desirable personal qualities include integrity, business acumen and industry knowledge. Accordingly, the Board in selecting nominees will consider criteria such as financial, regulatory, technology and business experience; familiarity with, and participation in local communities served by the Company; integrity, honesty and reputation; dedication to the Company and its shareholders; and any other factors the Board deems relevant, including age, diversity, size of the Board and regulatory disclosure obligations. All candidates for nomination are evaluated against these target qualities and attributes, as well as the Board's particular needs at the time.
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| | 2026 Proxy Statement | 21 |
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Board Diversity Discussion and Analysis The Board believes a Board that is comprised of Directors with diverse skills and experiences relevant to the Company’s industry will result in efficient and competent oversight of our organization. When considering potential Director candidates for the Board, the Nominating and Governance Committee retains flexibility to consider such factors as it deems appropriate under the given set of circumstances, including the individual’s experience in areas relevant to the Company’s industry, the general business or other experience of the candidate, the needs of the Company for an additional or replacement Director, the personality of the candidate as well as numerous other subjective criteria. Although the Board does not have a formal policy with respect to Board diversity, it considers the diversity of its Directors when selecting new Director candidates and it strives to constitute the Board with Directors who will provide the Company with a variety of perspectives, cultural sensitivity, life experiences, skills, expertise, and sound business understanding and judgment derived from a broad range of business, financial, technology, professional and governmental experiences. Understanding the value of gender and ethnic diversity, the Board will consider qualified women and individuals from minority groups to include in the group of Director candidates. Historically, Board policy indicated a Director is not eligible to be nominated for election to the Board following the date that he or she turns 72 years of age. Although this policy promotes refreshment of the Board, providing more vacancies and therefore more opportunities to add diversity to the Board, the Board revised the policy to provide that nominations can be made for re-election of a director who has reached the age of 72 if such re- nomination is in the best interests of the Company and its shareholders. At the recommendation of the Nominating and Governance Committee, the Board made the determination that the re-nomination of current directors Stephen Graham and Randall Talbot would be in the best interests of the Company and its shareholders given their institutional knowledge and valuable expertise. The Board believes evaluating and selecting Director candidates based on the aforementioned criteria will enhance the quality of the Board’s deliberations and decisions, help the Company achieve its business objectives and increase shareholder value. Social and Environmental Responsibility The Company's social and environmental responsibilities arise from the impact of its activities on the people we serve and the communities in which we operate. The Board is committed to overseeing the Company's corporate responsibility strategy and providing oversight of the Corporate Social & Environmental Responsibility Policy. Throughout the Company's history, we have focused on giving back to the communities we serve through volunteerism and charitable contributions with a focus on financial literacy, housing and community development and social services for seniors, youth and low-income families. Information and metrics regarding these matters can be found at www.wafdbank.com/about- us/investor-relations. Director Retirement As discussed above, the Board has adopted a director retirement policy that provides that no person will be nominated by the board of directors to serve as a director following the date he or she turns 72 years of age unless the Nominating and Governance Committee believes continued service is in the best interests of the Company and its shareholders.
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Shareholder Nominations Pursuant to Article IV, Section 4.15 of the Company's Second Amended and Restated Bylaws, shareholders may nominate persons for election to the Board by submitting such written nominations to the Secretary of the Company at least ninety (90) days prior to the anniversary date of the mailing of proxy materials by the Company in connection with the immediately preceding Annual Meeting of Shareholders of the Company. The Secretary of the Company will promptly forward all nominations to the Nominating and Governance Committee. Such shareholder's notice shall set forth: (a) the name and address of the shareholder making the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (e) the consent of each nominee to serve as a director, if elected. Once the Nominating and Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements set forth in the Company's Bylaws, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the Board. If a nomination is made in accordance with applicable requirements, then ballots will be provided for use by shareholders at the shareholder meeting bearing the name of such nominee or nominees. No nominations for election as a director at the upcoming Annual Meeting were submitted to the Company in accordance with the foregoing requirements. Communications with the Board The Board provides every shareholder the ability to communicate with the Board as a whole and with individual directors on the Board. Shareholders who wish to do so may send written communications to the following address: Board of Directors-Shareholder Communications, c/o Secretary, 425 Pike Street, Seattle, Washington 98101. The Secretary will forward such communication to the director or directors to whom they are addressed. Code of Conduct and Ethics The Company maintains a Code of Ethics and Business Conduct that covers all directors, officers and employees of WaFd and its subsidiaries. The Code of Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honesty and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the best interest of the Company and its subsidiaries. In addition, the Code of Ethics provides additional requirements for the Company's Senior Financial Officers who hold financial reporting responsibilities at the Company. Each Senior Financial Officer of the Company, including its Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Controller, is required to annually certify in writing his or her compliance during the prior year with the Code of Ethics. A copy of the Employee Code of Ethics and Business Conduct can be viewed on WaFd's website at www.wafdbank.com/about-us/investor-relations/corporate-governance. A waiver of such codes for an executive officer or director may be made only by the Board and must be promptly disclosed as required by SEC or NASDAQ rules. The Company will disclose any such waivers, as well as any amendments to the code on its website. No such waivers were requested or granted during 2025.
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Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee was an employee or former employee of the Company or any of its subsidiaries except for Ms. Brower, who retired from the Company in 2016. During fiscal 2025, none of the Company's executive officers served as: (1) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity one of whose executive officers served on the Compensation Committee; (2) a director of another entity one of whose executive officers served on the Compensation Committee; or (3) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director on the Company's Board. Related Person Transactions In accordance with its written charter, the Audit Committee reviews, approves and ratifies any newly originated related person transaction. The term “related person transaction” refers to any transaction required to be disclosed in the Company's filings with the SEC pursuant to Item 404 of Regulation S-K. In considering any related person transaction, the Audit Committee considers the facts and circumstances regarding such transaction, including, among other things, the amounts involved, the relationship of the related person (including those persons identified in the instructions to Item 404(a) of Regulation S-K) with the Company and the terms that would be available in a similar transaction with an unaffiliated third-party. The Audit Committee also considers its fiduciary duties, obligations under applicable securities law, including disclosure obligations and director independence rules, and other applicable law in evaluating any related person transaction. The Audit Committee reports its determination regarding any related person transaction to the Company's Board. In addition to the Audit Committee, all new related person transactions are approved by a majority of the disinterested members of the Board. The Company's wholly-owned subsidiary, WaFd Bank (the "Bank") will from time to time make loans to directors, executive officers and employees at prevailing market interest rates. Such loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Bank or the Company and that do not involve more than the normal risk of collectability or present other unfavorable features. As of September 30, 2025, there are ten loans outstanding to, or guaranteed by, members of the Board of Directors. The loans were made at market terms to the directors or their affiliates. The loans are performing in accordance with their contractual terms. The Company is also subject to Regulation O of the Board of Governors of the Federal Reserve System, 12 C.F.R. § 215, which governs extensions of credit by the Company to its executive officers and directors, and has in place a Regulation O policy to ensure any extension of credit to an executive officer or director is in compliance with the requirements of Regulation O. The policy requires that all extensions of credit to executive officers or directors be approved by a majority of the disinterested members of the Board of the Company prior to origination. The Company regularly monitors its business dealings and those of its directors and executive officers to determine whether any existing or proposed transactions would require proxy disclosure under Item 404(a) of Regulation S-K. In addition, our Code of Ethics requires the directors and executive officers to notify the Company of any relationships or transactions that may present a conflict of interest, including those involving family members. If a transaction is identified, the Company determines if the transaction should be permitted and the disclosure required. Steve Singh, a director of the Company, is a Managing Director of Madrona Venture Group (“Madrona”) and may be considered to be in control of Madrona Venture Group and its related subsidiaries. In November 2022, the Company entered into an agreement with certain subsidiaries of Madrona Venture Group to form a technology company called Archway Software, Inc. ("Archway"). In March 2025, the Company divested its ownership of Archway and in exchange for its Archway stock, the Company received Archway’s intellectual property and certain other assets. As part of the transaction, the Company paid Archway $475,000 for the fixed assets and other prepaid items it received in the transaction. The Company retained ownership of approximately 4.3% of the common shares of Archway, which was subsequently renamed Covenant IQ, Corp. Madrona is currently the majority owner of Covenant IQ, Corp. and Mr. Singh serves as the chairman of its board.
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Report of the Audit Committee The following “Report of the Audit Committee” shall not be deemed incorporated by reference by any general statement incorporating this Proxy Statement into any filing under the Securities Act of 1933 (the "Securities Act") or under the Exchange Act of 1934 (the "Exchange Act"), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act. The Audit Committee performs a critical role in the Company's financial reporting system by overseeing and monitoring management's and the independent auditor's participation in the financial reporting process. The Audit Committee is governed by a charter adopted by the Board. A copy of the Audit Committee's charter is available on the Company's website at www.wafdbank.com/about-us/investor-relations/corporate-governance. The Audit Committee is comprised solely of independent directors as defined by NASDAQ listing standards and Rule 10A-3 of the Securities and Exchange Act of 1934. Chairman Grant and Committee members Singleton and Shuster have sufficient knowledge in financial and auditing matters to understand the Company's financial reports to serve on the Audit Committee and have been designated by the Board as “Audit Committee Financial Experts” in compliance with the criteria established by the SEC. During the fiscal year ended September 30, 2025, the Audit Committee carried out the duties and responsibilities as outlined in its charter, including the following: ■Reviewed and discussed with management and the independent auditors the Company's audited financial statements for the fiscal year ended September 30, 2025 prior to the filing of such report with the SEC; ■Discussed with the independent registered public accountant the matters required to be discussed in accordance with the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and ■Reviewed and received the written disclosures and the letter from the independent registered public accountant as required by the applicable requirements of the PCAOB regarding the independent accountant's communication with the audit committee concerning independence and discussed with the independent registered public accountants their independence. Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in WaFd's Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The Audit Committee also has selected Deloitte & Touche, LLP as the independent registered public accounting firm for fiscal year 2026 as more fully described in this Proxy Statement under the caption “Proposal 3: Ratification of appointment of independent auditors.” AUDIT COMMITTEE David K. Grant, Chairman
Sean B. Singleton
| Overview | 25 | | Executive Compensation Philosophy | 26 | | Role of the Compensation Committee | 27 | | Benchmarking | 27 | | Total Compensation | 28 | | Risk Assessment | 29 |
Sean B. Singleton
| Elements of Compensation | 29 | | Base Salary | 29 | | Annual Incentive Compensation | 29 | | Long-Term Incentives | 30 | | Clawback Policy | 31 | | Change in Control Agreements | 31 | | Perquisites | 31 | | Retirement Plans | 31 | | Other Compensation | 34 | | Other Matters | 34 | | Policies and Practices for Granting Certain Equity Awards | 34 |
Sean B. Singleton
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. The Committee retained Pearl Meyer as its outside independent compensation consultant during 2025. Newport Retirement Services was retained in 2022 to advise on and assist with the administration of the Deferred Compensation Plan and the SERP and continue to perform those functions. 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 2025 fiscal year analysis consisted of similarly sized financial institutions (the "Peer Group"), which were as follows:
CEO
| • | Base Salary | | • | Annual Incentive Compensation | | • | Long Term Incentives |
OTHER NEOs
OTHER NEOs 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
Annual Incentive Compensation
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
Annual Incentive Compensation
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Annual Incentive Compensation
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 2025. 65% of 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. The additional 35% is awarded at the Board's discretion. 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 non-CEO NEOs, 65% of the Short-term Incentive Plan opportunity for 2025 was based on earnings per share (“EPS”) levels that were pre-established by the Compensation Committee. For the CEO, this target is 100% of the Short-term incentive. The threshold EPS level was established at $2.40, with a target EPS of $2.67, and a maximum level of $2.80. No bonus would be payable to any NEO if the threshold was not met. During 2025, the Company earned net income available to common shareholders of $211,443,000, resulting in an EPS of $2.64. Based on the formula established by the Compensation Committee, the NEOs earned a bonus payout under the Short-term Incentive Plan. In the past three fiscal years, Short-term Incentive payout opportunities have ranged from 35% - 100% of base salary for NEOs, with the exception of the current CEO, whose payout opportunity during that time ranged from 0% - 150% of base salary. Actual payouts averaged 57% of base salary for the NEOs and averaged 82% of base salary for the CEO during that period.
Long-Term Incentives
Long-Term Incentives Long-term equity incentives, primarily restricted stock awards and performance shares granted under our shareholder- approved Incentive Plans, 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 2025, each of the NEOs received an award of restricted stock and performance shares under our shareholder-approved 2020 Stock Incentive Plan. At our Annual Meeting in 2025, our shareholders approved the 2025 Stock Incentive Plan; upon such approval, all previous awards made under our 2020 Stock Incentive Plan remain outstanding, however, no future awards may be granted under the 2020 Plan. For all NEOs, the mix of awards was 36% in restricted stock and 64% 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 2025, the performance criteria require a total annual shareholder return of 9% for a 25% eligible share payout; a total annual shareholder return of 9% for a 50% eligible share payout, a total annual shareholder return of 10% for a 75% eligible share payout and a total annual shareholder return of 11% 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 (10.1)% for 2025, the NEOs earned none of their share allocations related to the eligible fiscal year 2022, 2023 and 2024 performance share grants. The Compensation Committee determines 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 NEO's 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 2025 Stock 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.
Long-Term Incentives
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Change in Control Agreements
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.
Supplemental Executive Retirement Plan
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 if the SERP Participant 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.
Policies and Practices for Granting Certain Equity Awards
Policies and Practices for Granting Certain Equity Awards Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders. During fiscal year 2025, all grants to executive officers and non-employee directors took the form of restricted stock awards or performance share grants, and the Company did not grant stock options (or similar awards) to any NEO or any non-employee director. The Company grants stock options to its employees (other than executive officers) annually after a meeting of the Compensation Committee, and during an open trading window under the Company’s insider trading policy. The Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee compensation.
Policies and Practices for Granting Certain Equity Awards
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Policies and Practices for Granting Certain Equity Awards
Report of the Compensation Committee The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth in this Proxy Statement with management and, based on such review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. MEMBERS OF THE COMPENSATION COMMITTEE Linda Brower, Chairwoman
M. Max Yzaguirre
| 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 | 2025 | $1,050,000 | $1,567,414 | $— | $997,500 | $207,718 | $3,822,631 | | | 2024 | 975,000 | 1,394,385 | — | 1,462,500 | 198,576 | 4,030,461 | | | 2023 | 975,000 | 1,566,874 | — | — | 3,766,800 | 6,308,674 | | Kelli J. Holz Executive Vice President and Chief Financial Officer | 2025 | 500,000 | 419,406 | — | 310,000 | 89,325 | 1,318,732 | | | 2024 | 500,000 | 381,044 | — | 450,000 | 81,539 | 1,412,583 | | | 2023 | 400,000 | 335,428 | — | 138,206 | 1,557,946 | 2,431,580 | | Cathy E. Cooper Executive Vice President and Chief Experience Officer(4) | 2025 | 500,000 | 419,406 | — | 310,000 | 80,317 | 1,309,723 | | | 2024 | 500,000 | 381,044 | — | 292,500 | 74,895 | 1,248,439 | | | 2023 | 550,000 | 419,291 | — | 138,206 | 1,118,393 | 2,225,890 | | Ryan M. Mauer Executive Vice President and Chief Credit Officer | 2025 | 500,000 | 419,406 | — | 310,000 | 100,597 | 1,330,003 | | | 2024 | 500,000 | 381,044 | — | 292,500 | 91,778 | 1,265,322 | | | 2023 | 400,000 | 419,291 | — | 138,206 | 1,873,311 | 2,830,808 | | Kim E. Robison Executive Vice President and Chief Operating Officer | 2025 | 500,000 | 419,406 | — | 310,000 | 96,210 | 1,325,617 | | | 2024 | 500,000 | 381,044 | — | 450,000 | 92,174 | 1,423,218 | | | 2023 | 400,000 | 419,291 | — | 138,206 | 1,724,129 | 2,681,626 |
M. Max Yzaguirre
| | 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) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in thousands) | GAAP Earnings Per Share | | Year | | | | | TSR | Peer Group TSR(3) | | | | 2025 | $3,822,631 | $3,903,416 | $1,321,019 | $1,206,250 | 90 | 111 | $226,068 | $2.63 | | 2024 | $4,030,461 | $4,020,342 | $1,358,168 | $1,407,225 | 141 | 133 | $200,041 | $2.50 | | 2023 | $2,225,890 | $2,001,205 | | | | | | | | | $6,308,674 | $5,394,252 | $2,279,134 | $2,059,006 | 88 | 82 | $257,426 | $3.72 | | 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 | 170 | 197 | $183,615 | $2.39 |
PAY VERSUS GAAP EARNINGS PER SHARE
| | Fees Earned or Paid in Cash | Fair Value of Stock Awards(1) | All Other Compensation | Total | | R. Shawn Bice | $80,000 | $106,005 | $— | $186,005 | | Linda S. Brower | 80,000 | 106,005 | — | 186,005 | | Stephen M. Graham | 120,000 | 106,005 | — | 226,005 | | David K. Grant | 80,000 | 106,005 | — | 186,005 | | Sylvia R. Hampel | 80,000 | 106,005 | — | 186,005 | | Bradley M. Shuster | 80,000 | 156,009 | — | 236,009 | | S. Steven Singh | 80,000 | 106,005 | — | 186,005 | | Sean B. Singleton | 80,000 | 106,005 | — | 186,005 | | Randall H. Talbot | 80,000 | 106,005 | — | 186,005 | | M. Max Yzaguirre | 80,000 | 156,009 | — | 236,009 | | | 840,000 | 1,160,058 | — | 2,000,058 |