DEF 14A of Northrim Bancorp Inc
Filed Apr 9, 2024 · FY20230001163370-24-000014
How many shares are owned by the Directors and Executive Officers?
How many shares are owned by the Directors and Executive Officers? All directors and named executive officers of the Company as a group (comprised of 15 individuals) beneficially held 228,463 shares of the Company's common stock as of March 28, 2024, representing approximately 4.1% of the outstanding common stock of the Company.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS
General Information
General Information How many directors are nominated? The Company’s Articles of Incorporation provide that the Board will consist of not less than five nor more than twenty-five directors. Currently, the Board consists of twelve directors, and the Board has set the number of directors to be elected at the Annual Meeting at twelve. Who are the nominees? The Board has nominated the individuals listed on the following pages for election as directors for a one year term expiring at the 2025 Annual Meeting or until their successors have been elected and qualified. If any nominee declines or becomes unable to serve as a director before the Annual Meeting, the Board will select a replacement nominee, and your proxies will be voted for that replacement nominee. The Board presently has no knowledge that any nominee will decline or be unable to serve. It is the Company’s policy to encourage director nominees up for election at the Annual Meeting to attend the Annual Meeting. All directors up for election at the 2024 Annual Meeting attended the 2023 Annual Meeting.
Information about the Nominees
Information about the Nominees The following table provides certain information about the nominees for director, including age, principal occupation(s), and public company directorships held during the past five years, and year first elected a director of the Company. All of the nominees are presently directors of the Company and the Bank, except for Mr. Huston. There are no family relationships among any of our current directors, director nominees, or executive officers. All of the nominees, with the exception of Messrs. Schierhorn, Huston, and Schutt, are deemed by the Board to be independent within the meaning of currently applicable rules of the Securities and Exchange Commission and the Nasdaq Global Select Market listing requirements.
Information about the Nominees
| Name/Age | Occupation of Nominee During Past Five Years | | | Anthony J. Drabek, 76 Director Since: 1991 | Since 2019 | Director, Koniag, Inc., an Alaska Native Corporation | | | 1989 to 2010 | President and Chief Executive Officer, Natives of Kodiak, Inc., an Alaska Native Corporation | | | 2001 to 2010 | President, Koncor Forest Products Co. | | | 1986 to 2010 | Chairman, Koncor Forest Products Co. | | Karl L. Hanneman, 66 Director Since: 2014 | Since 2020 | Director, Gatos Silver, Inc. | | | Since 2018 | Director, International Tower Hill Mines, Ltd. (A development stage mining company.) | | | Since 2017 | Chief Executive Officer, International Tower Hill Mines, Ltd.(1) | | | 2018 to 2020 | Director, Sunshine Silver Mining & Refining Corp. | | | 2015 to 2017 | Alaska Chief Operating Officer, International Tower Hill Mines, Ltd. | | | 2010 to 2015 | Alaska General Manager, International Tower Hill Mines, Ltd. | | | 2010 to 2020 | Director, Fairbanks Chamber of Commerce | | | 2008 to 2010 | Director of Corporate Affairs, Teck Resources, Ltd. (A mining and mineral development company.) | | | Since 2011 | Director, Usibelli Coal Mine, Inc. | | | Since 1997 | Director, Alaska Mining Hall of Fame | | | Since 1998 | Director, Resource Development Council |
Information about the Nominees
| Name/Age | Occupation of Nominee During Past Five Years | | | Michael G. Huston, 56 | Since April 2024 | President, Chief Executive Officer and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank. | | | 2023 to April 2024 | President of the Bank | | | Since 2023 | Vice Chair of Board, Housing Alaskans, A Public Private Partnership (HAPPP) | | | 2022 to 2023 | President, Chief Lending Officer of the Bank | | | 2017 to 2023 | Board Member, Anchorage Economic Development Corporation | | | 2017 to 2022 | Executive Vice President, Chief Lending Officer of the Bank | | | 2012 to 2015 | Executive Vice President, Chief Banking Officer, First Interstate Banc System | | David W. Karp, 57 Director Since: 2015 | Since 2022 | Chairman, Community Advisory Board, Alaska Communications Systems Group, Inc. | | | Since 2020 | Director, Resource Development Council | | | Since 2020 | Board Member, KEEP Alaska Competitive | | | Since 2020 | Board Member, Anchorage Economic Development Corp. | | | Since 2019 | Senior Vice President & Managing Director, Alaska, Saltchuk | | | Since 2019 | Board Member, Alaska Resource Education | | | 2018 to 2021 | Chairman, Alaska Communications Systems Group, Inc. | | | 2011 to 2021 | Board Member, Alaska Communications Systems Group, Inc. (A publicly traded company during some of that period.) Member, Nominating and Corporate Governance Committee | | | 2011 to 2018 | President and Chief Executive Officer, Northern Aviation Services, Inc. | | | 2007 to 2018 | President and Chief Executive Officer, Northern Air Cargo, Inc. | | Joseph P. Marushack, 65 Director Since: 2021 | 2023 to Present | Director, McDermott International, LTD | | | 2015 to 2022 | Board Member, Yellowstone Forever | | | 2015 to 2021 | President, ConocoPhillips Alaska | | | 2012 to 2015 | President, ConocoPhillips Asia, Pacific and Middle East | | | 2010 to 2012 | President, ConocoPhillips Canada | | | 2007 to 2010 | President, ConocoPhillips Australia | | David J. McCambridge, 68 Director Since: 2011 | 1999 to 2020 | President and Director, Alaska Kidney Foundation | | | 1978 to 2010 | Audit Partner, KPMG LLP | | | 1985 to 2015 | Treasurer and Director, The Tanaka Foundation | | | 1993 to 2012 | Director, Great Alaska Council, Boy Scouts of America | | Krystal M. Nelson, 51 Director Since: 2015 | Since 2014 | Chief Operating Officer, and Executive Vice President, Bering Straits Native Corporation, an Alaska Native Corporation | | | Since 2022 | Board Member, Resource Development Council | | | Since 2020 | Co-Chair, Trinity College Parents Leadership Council | | | 2014 to 2017 | Trustee, Pacific Northern Academy Board | | | 2007 to 2014 | Vice President and Chief Operating Officer, Ahtna Engineering Services | | Marilyn F. Romano, 63 Director Since: 2023 | Since 2011 | Regional Vice President, Alaska Airlines | | | 2000-2011 | Vice President/Publisher, Fairbanks Daily News-Miner | | | Since 2015 | Board Member, Governor's Aviation Advisory Board | | | Since 2011 | Vice President, Alaska Airlines Foundation | | | 2012-2021 | Trustee, University of Alaska |
Information about the Nominees
| Name/Age | Occupation of Nominee During Past Five Years | | | | 2012-2021 | Board Member, Anchorage Economic Development Corporation (Chairperson 2017) | | Joseph M. Schierhorn, 66 Director Since: 2016 | Since 2018 | Chair, the Company and the Bank Board | | | Since 2017 | Lead Director and Audit Committee Chair, Pacific Wealth Advisors, LLC and Director, Pacific Portfolio Trust Co. | | | Since 2017 | Member, Board of Directors of the Pacific Bankers Management Institute Representing the Pacific Coast Banking School | | | Since 2020 | Co-Chair, KEEP Alaska Competitive | | | 2017 to April 2024 | President and Chief Executive Officer, the Company | | | 2016 to April 2024 | Chief Executive Officer, the Bank | | | 2013 to April 2024 | Chief Operating Officer, the Company | | | 2015 to 2022 | President, the Bank | | | 2016 to 2019 | Member, Federal Reserve Bank of San Francisco's Twelfth District Community Depository Institutions Advisory Council | | | 2013 to 2015 | Corporate Secretary, the Company and the Bank | | | 2013 to 2014 | Chief Operating Officer, the Bank | | | 2005 to 2017 | Executive Vice President, the Company | | | 2005 to 2014 | Executive Vice President, the Bank | | | 2001 to 2014 | Chief Financial Officer, the Company and the Bank | | Aaron M. Schutt, 51 Director Since: 2018 | Since 2011 | President and Chief Executive Officer, Doyon Limited, an Alaska Native Corporation | | | Since 2018 | Chair, Akeela, Inc. | | | Since 2018 | Chair, ANCSA Regional Association | | | Since 2021 | Member, University of Alaska Fairbanks Advisory Board | | | 2012 to 2019 | Director and Vice President, Alaska Native Heritage Center | | | Since 2011 | Director, ANCSA Regional Association | | | 2008 to 2011 | Chief Operating Officer, Doyon Limited | | | Since 2007 | Board of Managers, Doyon Utilities, LLC | | | 2006 to 2011 | Senior Vice President, Doyon Limited | | | Since 2001 | Director, Akeela, Inc. | | John C. Swalling, 74 Director Since: 2002 | Since 2018 | Director and Treasurer, Ted Stevens Foundation | | | Since 2006 | President and Director, Civic Ventures | | | Since 2001 | Director, Alaska Pacific University Foundation | | | Since 1990 | President and Director, Anchorage Museum Foundation | | | Since 1986 | Board Member, Visit Anchorage | | | 1991 to 2019 | President and Director, Swalling & Associates PC | | | 1975 to 2018 | Director, Swalling Construction Co., Inc. | | | Since 1974 | Member, American Institute of CPAs | | | Since 1974 | Member and past-President, Alaska Society of CPAs | | | 1994 to 2017 | Director, DFK International | | | 1985 to 2020 | Board Member (and former Chair), Providence St. Joseph Health Alaska Community Ministry Board |
Information about the Nominees
| Name/Age | Occupation of Nominee During Past Five Years | | | Linda C. Thomas, 70 Director Since: 2014 | Since 2016 | Chief Executive Officer, Alaskan Brewing & Bottling Co. | | | Since 2021 | Board Member, League of Women Voters | | | 1996 to 2016 | Chief Operations Officer, Alaskan Brewing & Bottling Co. | | | 1994 to 1996 | Chief Financial Officer, Alaskan Brewing & Bottling Co. | | | 2013 to 2019 | Director, Juneau Chamber of Commerce | | | 2007 to 2019 | Director, Bartlett Regional Hospital |
Information about the Nominees
(1) Effective March 12, 2018, Karl Hanneman entered into a new employment agreement with International Tower Hill Mines Ltd. that states that Mr. Hanneman continues to be responsible for all duties normally incidental to the position of CEO. However, it reduces his salary by 50% due to a 50% reduction in the amount of time required to perform those duties as the scope of work for International Tower Hill Mines, Ltd. Mr. Hanneman is performing is reduced. Board Composition: The following Diversity Matrix provides a high-level overview of certain personal characteristics and backgrounds of the director nominees.
Information about the Nominees
| Board Diversity Matrix | | | | | | Number of Directors | 12 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 9 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | 2 | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 3 | 7 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |
Information about the Nominees
Director Qualifications and Experience: The following table identifies the experience, qualifications, attributes, and skills that the Board considered in making its decision to appoint and nominate directors to our Board. The nominees' breadth and diversity of experience, mix of qualifications, attributes and skills strengthen our Board's effective oversight of the Company's business. While our longer tenured directors bring a wealth of experience and deep understanding of the business and local community in which we operate, we recognize the need for fresh perspectives, have consistently added new directors, and are committed to continued board and committee diversity and refreshment. This information supplements the biographical information provided above.
Information about the Nominees
| | Specific skills/knowledge: | | | | | | | | | | Professional standing in chosen field | Expertise in financial services or related industry | Community involvement | Other Board experience | Other public company experience | Accounting | Legal | Business management | | Anthony J. Drabek | x | | x | x | | | | x | | Karl L. Hanneman | x | | x | x | x | | | x | | Michael G. Huston | x | x | x | x | x | | | x | | David W. Karp | x | | x | x | x | | | x | | David J. McCambridge | x | x | x | x | x | x | | x | | Joseph P. Marushack | x | | x | x | x | | | x | | Krystal M. Nelson | x | | x | x | | | | x | | Marilyn F. Romano | x | | x | x | x | | | x | | Joseph M. Schierhorn | x | x | x | x | | x | x | x | | Aaron M. Schutt | x | | x | x | | | x | x | | John C. Swalling | x | x | x | x | | x | | x | | Linda C. Thomas | x | x | x | x | x | x | | x |
Information about the Nominees
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THESE NOMINEES.
Shareholder Nominations for 2024 Annual Shareholders’ Meeting
Shareholder Nominations for 2024 Annual Shareholders’ Meeting In accordance with the Bylaws, shareholder nominations for the 2024 Annual Meeting may be made (i) by, or at the direction of, a majority of the Board or (ii) by any shareholder entitled to vote online during the Annual Meeting, provided that such shareholder has complied with the notice procedures set forth in the Bylaws and with the requirements of the 1934 Act (including Rule 14a-19 and any Securities and Exchange Commission staff interpretations thereunder). Only persons nominated in accordance with the procedures set forth in the Bylaws shall be eligible for election as directors at the Annual Meeting. Nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Corporate Secretary of the Company as set forth in the Bylaws. To be timely, a shareholder's notice shall be delivered to, or mailed and received at, the principal office of the Company not later than one-hundred-twenty days prior to the anniversary date of the immediately preceding annual meeting of shareholders of the Company. Such shareholder’s notice shall set forth the information required in Section 2.2 of the Bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to: (i) the proposing shareholder's timely written notice; (ii) such other information regarding the proposing shareholder, each nominee proposed by such shareholder and any other person as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, or is otherwise required under Regulation 14A; (iii) the consent of each nominee to serve as a director of the Company if so elected; and (iv) a written questionnaire with respect to the background and qualifications of the nominee, completed and executed by the nominee, in the form required by the Company (which form the proposing shareholder shall request in writing from the Corporate Secretary prior to submitting notice and which the Corporate Secretary shall provide to the proposing shareholder within ten days after receiving such request). The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. With respect to solicitations under Rule 14a-19, reasonable evidence, including shareholder’s certification, that it has met the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3). If any proposing shareholder making a solicitation under Rule 14a-19 subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) the nomination of each such proposed nominee shall be disregarded, notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Company (which proxies and votes shall be disregarded). The Board may reject any nomination by a shareholder not timely made in accordance with the requirements of the Bylaws and the requirements of the federal securities laws, regulations and rules, including Rule 14a-19, and each nominee must also meet all additional qualifications for directors which may be adopted from time to time by the Board or the shareholders or as set forth in the Governance and Nominating Committee Charter.
Information Regarding the Board of Directors and Its Committees
Information Regarding the Board of Directors and Its Committees The Board has determined that all nominees other than Messrs. Schierhorn, Huston, and Schutt are independent within the meaning of currently applicable rules of the Securities and Exchange Commission and the Nasdaq Global Select Market listing requirements. The Company Board of Directors met seven times during 2023 and the Bank Board of Directors also met seven times during 2023, including a special meeting for Board specific training. The Board has adopted certain standing committees, including an Audit Committee, a Compensation Committee, and a Governance and Nominating Committee. During 2023, all directors attended at least seventy-five percent (75%) of the total meetings of the Board and committee meetings that they were each required to attend. The Board has designated one of its independent members as an independent lead director. Mr. John C. Swalling currently serves as the Company’s independent lead director. The independent lead director’s primary responsibilities are to preside over executive sessions of non-management directors; to conduct annual interviews with all directors regarding each director’s own self-assessment of their contribution to the Board prior to nominations for election at the Annual Meeting; and, to recommend to the Governance and Nominating Committee, in consultation with the Chair of the Board, proposed committee assignments and chairmanships. The Board believes that our leadership structure in 2023 of combining the Chair and Chief Executive Officer roles as part of a governance structure that includes an independent lead director, plus the exercise of key board oversight responsibilities by independent directors, is appropriate for the Company at this time. The structure of separating the Chair and the Chief Executive Officer roles in 2024 is anticipated to continue during the transition of Mr. Schierhorn's and Mr. Huston's roles.
Executive Compensation
Executive Compensation The Company’s executive compensation program currently consists of four key elements: (i) base salary; (ii) a performance-based annual payment; (iii) periodic stock-based compensation awards; and, (iv) retirement and other deferred compensation benefits. The Compensation Committee engages the services of a qualified compensation consultant as appropriate, and it considers the Company’s executive compensation package as a whole. Each component of the executive’s package is in large part provided for under the terms of the executive’s employment agreement including base salary, which can change from time-to-time, as well as a performance based payment opportunity for certain named executive officers under the Company’s Profit Sharing Plan and retirement benefits according to the prescribed terms of the executive’s employment agreement. The Compensation Committee’s and the Company’s philosophy is to be consistent in the timing of its review of the executive's performance and opportunities for compensatory recognition. The Compensation Committee and the Company believe that this practice facilitates the retention of the executive over the short and long-term and appropriately rewards performance based upon each executive’s level of responsibility, accountability, leadership, and measured contributions to the organization. The Compensation Committee believes that this four-part approach best serves the interests of the Bank, the Company, and its shareholders. This approach enables the Company to meet the requirements of the highly competitive banking and lending environment in which it currently operates while ensuring that executive officers are compensated in a way that advances both the short and long-term interests of shareholders. The performance based annual payment opportunity, which is provided for named executive officers under the Company’s Profit Sharing Plan, rewards and motivates individual performance, and is based in large part on the contribution made by the officer to the Company’s overall performance. Stock-based awards, including stock options granted in the past, relate a significant portion of long-term remuneration directly to stock price appreciation and retention with the Company. The Compensation Committee believes that these awards also closely align the interests of the executive and the Company’s shareholders. The Compensation Committee annually evaluates both executive performance and the structure of executive compensation to ensure that the Company maintains its ability to attract and retain customer focused employees in key positions. From time-to-time, the Compensation Committee engages an independent consultant to analyze executive compensation. The last evaluation of executive compensation that included an analysis by FWCC was done in 2022. This evaluation ensures that compensation for executives is reasonable and competitive with similar positions held in peer group organizations in the local Alaska market, the Pacific Northwest, California, and Hawaii. The peer group that the Compensation Committee used for this evaluation in 2022 consisted of 16 Pacific Northwest, California and Hawaii commercial banks similar in size to Northrim: HomeStreet, Heritage Financial, Central Pacific Financial, F&M Bancorp, Heritage Commerce, Bank of Marin, Sierra Bancorp, Five Star Bancorp, FS Bancorp, Central Valley Bancorp, Territorial Bancorp, First Northwest Bancorp, Oak Valley Bancorp, Timberland Bancorp, First Northern Bancorp, and Riverview Bancorp. The Compensation Committee objectively evaluates the performance of the Company’s compensation program by periodically comparing the weight and values of its components to the Company’s peer group of Pacific Northwest, California and Hawaii financial institutions as surveyed by independent compensation consultants who gather pertinent salary, benefit, and equity compensation data from their current proxy statement disclosures. The Compensation Committee’s approach for giving consideration to each element of the Company’s executive compensation package during a given year is intended to bring consistency to the overall program, and to support the Company’s philosophy to provide opportunity during a given year to measure and recognize the performance and contributions of individual executive officers and officers in key positions. For example, in the first quarter, the Compensation Committee considers and approves awards to participants under the Company’s Profit Sharing Plan, selects criteria for the Company’s Profit Sharing Plan’s plan year, considers and approves stock-based compensation awards, and conducts the annual officer and executive officer salary review. The Compensation Committee takes an approach based on both quantitative and qualitative factors when considering the compensation of the Company’s Chief Executive Officer. The Compensation Committee considers the Company’s financial results for a given year compared to the Company’s plan and actual results for the previous year. The Compensation Committee also considers certain qualitative accomplishments of the Chief Executive Officer in terms of the Company’s realization of its corporate objectives, their foresight, their extensive community involvement, as well as their leadership in strategically positioning the Company for future significant developments in the banking industry and the Company’s market and developing long-term strategies for the future direction and growth of the organization.
Elements of Executive Compensation
● Regulatory examination results must be acceptable. Once the Company determined that the above criteria were met for 2023, the Compensation Committee approved management’s recommendation based upon the calculated payout under the Profit Sharing Plan’s matrix methodology resulting in an aggregate payout of $2.6 million for 2023, $587,051 of which was paid, in aggregate, to the named executive officers. Stock-Based Compensation. The Compensation Committee is of the philosophy that offering stock-based incentives to executives and key employees: (i) attracts and retains the best available personnel for the long-term; (ii) enhances long-term profitability and shareholder value; and (iii) encourages employees to acquire and maintain stock ownership in the Company, thereby more closely aligning the interests of employees and shareholders. The Compensation Committee follows this philosophy, and subject to the Company’s employee stock incentive plans, the Compensation Committee may determine the employees eligible to receive stock options and other equity awards and to assess the amount of each such stock option or other equity award. Stock based incentive awards granted under the 2023 Plan may be subject to the clawback provisions of the Company’s Compensation Recovery Policy for covered executives, including the named executive officers. The 2023 Plan, an omnibus plan approved by the Company's shareholders, authorizes the Board or the Compensation Committee to administer the 2023 Plan and to grant to eligible key employees restricted stock, restricted units, performance shares, performance units, stock appreciation rights, nonqualified stock options, or dividend equivalent rights. The Compensation Committee has not delegated any aspect of the administration of any of the Company’s stock incentive plans, including the 2023 Plan, to any other persons. The 2023 Plan is designed to afford the Compensation Committee flexibility, consistency, and balance in determining and governing the terms and mix of the annual grant of equity based compensation awards to the Company’s executive officers and other employees key to the safe and profitable operation of the Bank. The participants in the 2023 Plan are members of the Company's and the Bank’s senior management team and other key employees. Participants, including certain of the Company’s named executive officers, are awarded stock-based compensation based on the value of equity compensation awards, and overall compensation, for comparable positions at peer institutions. Peer data was obtained from data received from FWCC, an independent, nationally recognized compensation-consulting firm, in 2022. The banks that were used to obtain this peer group median were 16 Pacific Northwest, California and Hawaii commercial banks similar in size to Northrim: HomeStreet, Heritage Financial, Central Pacific Financial, F&M Bancorp, Heritage Commerce, Bank of Marin, Sierra Bancorp, Five Star Bancorp, FS Bancorp, Central Valley Bancorp, Territorial Bancorp, First Northwest Bancorp, Oak Valley Bancorp, Timberland Bancorp, First Northern Bancorp, and Riverview Bancorp. The Compensation Committee believes that the awards of stock-based compensation serve to tie the executives’ interests to those of the Company’s shareholders. These awards also provide an incentive for the executives’ long-term retention given the competitive climate in the Bank’s marketplace for experienced and seasoned bankers. The methodology for calculating the maximum total value of equity awards that will be awarded to employees, including certain of the named executive officers, is calculated by taking the Company’s market capitalization times point five percent (0.50%). The Chief Executive Officer recommends proposed grantees and proposed award levels based on performance. The Compensation Committee has full discretion to approve, deny, or change any recommendations from the Chief Executive Officer. Additionally, awards of stock-based compensation made to the Company's Chief Executive Officer and the Chief Financial Officer, and the Bank's President and Chief Operating Officer, are reviewed and approved by the Board. The Compensation Committee also analyzes the financial impact of the grant on the Company’s income statement and the potential dilution of the grant to existing shareholders compared to prior grants and the Company’s peer group. The Company has not established any program whereby executives or key personnel are required to own and purchase within any specific schedule a defined number of shares of the Company’s common stock.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation earned by our named executive officers for 2023, which includes our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated officers who were serving as executive officers at the end of 2023. The information in the following table is provided for the fiscal years ended December 31, 2023, 2022, and 2021, and includes all compensation awarded to, earned by, or paid to our named executive officers during the years indicated:
Summary Compensation Table
| SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) | All Other Compensation (5) | Total | | Joseph M. Schierhorn, Chairman of the Company and the Bank(6): | | | | | | | | | | | | 2023 | $554,585 | N/A | $233,328 | $— | $209,633 | $148 | $181,283 | $1,178,977 | | | 2022 | $478,855 | N/A | $— | $— | $237,512 | $368 | $164,701 | $881,436 | | | 2021 | $458,838 | N/A | $60,677 | $60,675 | $229,419 | $52,596 | $157,228 | $1,019,434 | | Jed W. Ballard, Executive Vice President, Chief Financial Officer of the Company and the Bank: | | | | | | | | | | | | 2023 | $340,993 | N/A | $121,389 | $— | $100,252 | $22 | $61,759 | $624,415 | | | 2022 | $303,745 | N/A | $— | $— | $112,993 | $48 | $53,718 | $470,504 | | | 2021 | $292,598 | N/A | $42,356 | $14,111 | $128,158 | $1,251 | $50,868 | $529,342 | | Michael G. Huston, President, Chief Executive Officer and Chief Operating Officer of the Company. President and Chief Executive Officer of the Bank(7): | | | | | | | | | | | | 2023 | $356,468 | N/A | $138,652 | $— | $119,773 | $23 | $80,672 | $695,588 | | | 2022 | $322,738 | N/A | $— | $— | $140,068 | $52 | $52,792 | $515,650 | | | 2021 | $293,368 | N/A | $35,549 | $11,841 | $128,495 | $1,697 | $49,718 | $520,668 | | Benjamin D. Craig, Executive Vice President, Chief Information Officer of the Bank: | | | | | | | | | | | | 2023 | $277,958 | N/A | $68,054 | $— | $70,045 | $11 | $38,063 | $454,131 | | | 2022 | $257,061 | N/A | $— | $— | $95,627 | $36 | $33,365 | $386,089 | | | 2021 | $247,426 | N/A | $22,859 | $7,620 | $111,342 | $916 | $32,046 | $422,209 | | Amber Zins, Executive Vice President, Chief Operating Officer of the Bank(8): | | | | | | | | | | | | 2023 | $298,293 | N/A | $109,395 | $— | $87,348 | $11 | $54,275 | $549,322 |
Summary Compensation Table
(1) The amounts listed for each named executive officer’s stock award represent the aggregate grant date fair value of the awards determined in accordance with FASB ASC Topic 718 and are based on the price of the Company’s stock at the close of business on the date of each grant. (2) The amount listed for each named executive officer’s option award represents the aggregate grant date fair value of the awards determined in accordance with FASB ASC Topic 718. See further discussion about the assumptions used in the pricing model at Note 21 in Part II. Item 8 of the Company’s Form 10-K for the year ended December 31, 2023. (3) The amount listed for each named executive officer represents the individual’s performance based payment earned in such fiscal year, but paid in the following fiscal year, as calculated according to the provisions of the Company’s Profit Sharing Plan in 2023, 2022 and 2021 as approved by the Compensation Committee. See Non-Equity Incentive Plan Awards and Employment Agreements contained in this proxy statement. (4) The amount listed for each named executive officer under this category is the excess earnings on the named executive officer’s account over one-hundred-twenty percent (120%) of the federal rate for each applicable year. (5) The amount listed for each named executive officer represents items of compensation not reflected elsewhere in this Summary Compensation Table: The aggregate total of all other compensation disclosed for Mr. Schierhorn for 2023 is equal to the amounts of $18,150 representing contributions to the Company’s 401k Plan for Mr. Schierhorn, the Company’s contributions to the SERP and SERDCP for Mr. Schierhorn in the amounts of $96,773 and $44,992, respectively, and dividend equivalents earned but not yet paid on restricted stock units of $21,368. The amounts contributed to the SERP and SERDCP for Mr. Schierhorn are disclosed in the footnotes to the Nonqualified Deferred Compensation table. The aggregate total of all other compensation disclosed for Mr. Ballard for 2023 is equal to the amounts of $18,150, $30,731, and $12,878 representing contributions to the Company’s 401k Plan for Mr. Ballard, the Company’s contribution to the SERP for Mr. Ballard, and dividend equivalents earned but not yet paid on restricted stock units, respectively. The amount contributed to the SERP for Mr. Ballard is disclosed in the footnotes to the Nonqualified Deferred Compensation table. The aggregate total of all other compensation disclosed for Mr. Huston for 2023 is equal to the amounts of $18,150, $49,931, and $12,591 representing contributions to the Company’s 401k Plan for Mr. Huston, the Company’s contribution to the SERP for Mr. Huston, and dividend equivalents earned but not yet paid on restricted stock units, respectively. The amount contributed to the SERP for Mr. Huston is disclosed in the footnotes to the Nonqualified Deferred Compensation table. The aggregate total of all other compensation disclosed for Mr. Craig for 2023 is equal to the amounts of $18,150, $12,996, and $6,917 representing contributions to the Company’s 401k Plan for Mr. Craig, the Company’s contribution to the SERP for Mr. Craig, and dividend equivalents earned but not yet paid on restricted stock units, respectively. The amount contributed to the SERP for Mr. Craig is disclosed in the footnotes to the Nonqualified Deferred Compensation table. The aggregate total of all other compensation disclosed for Ms. Zins for 2023 is equal to the amounts of $18,150, $26,707, and $9,418 representing contributions to the Company’s 401k Plan for Ms. Zins, the Company’s contribution to the SERP for Ms. Zins, and dividend equivalents earned but not yet paid on restricted stock units, respectively. The amount contributed to the SERP for Ms. Zins is disclosed in the footnotes to the Nonqualified Deferred Compensation table. (6) Mr. Schierhorn served as President, Chief Executive Officer and Chief Operating Officer of the Company and Chief Executive Officer of the Bank until his resignation, effective April 6, 2024. He remains Chairman of the Company and the Bank. (7) Mr. Huston served as President of the Bank from 2022 to 2024 until his appointment as President, Chief Executive Officer and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank on April 6, 2024. (8) Ms. Zins's compensation for 2022 and 2021 is not presented because she was not a named executive officer for those fiscal years.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control In accordance with the terms of the 2023 Plan, which applied to all named executive officers, if the Company or the Bank is subjected to a change of control, any outstanding stock option grants or stock awards held by the named executive officers would not automatically vest. However, if the awards were not assumed by or replaced with comparable awards by the successor company, the Compensation Committee may immediately vest all shares at its sole discretion. Additionally, the employment agreements in effect at December 31, 2023 with Messrs. Schierhorn, Ballard, Huston, and Craig, and Ms. Zins specify that if the Company or the Bank is subjected to a change of control and either the Company or the Bank terminates a named executive officer’s employment without cause or if a named executive terminates his or her employment for good reason within seven hundred and thirty days of the change in control the named executive is entitled to: ● All base salary earned and all reimbursable expenses incurred through the termination date payable in a lump sum no later than forty-five days after the day on which employment is terminated; ● An amount equal to two times their highest base salary over the prior three years for Messrs. Schierhorn, Ballard, Huston, and Ms. Zins; and, one times the highest base salary over the prior three years for Mr. Craig, also payable in a lump sum no later than forty-five days after the day on which employment is terminated; ● An amount equal to two times their average profit share received over the prior three years for Messrs. Schierhorn, Ballard, and Huston and Ms. Zins; and, one times the average profit share received over the prior three years for Mr. Craig payable in a lump sum no later than forty-five days after the day on which employment is terminated; ● The continuation of health and insurance benefits for two years following the termination date of their agreement for Messrs. Schierhorn, Ballard, and Huston Ms. Zins; and, one year for Mr. Craig; and, ● Receive age credit and credit for period of service towards all SERP plans for the remaining term covered by each named executive officer’s individual employment agreement. For Messrs. Schierhorn, Ballard, Huston, Craig, and Ms. Zins, if the Company terminates the named executive officer’s employment without cause, or if they terminate their employment for good reason, the named executive officer is entitled to: ● All base salary earned and all reimbursable expenses incurred under the agreement through their termination date payable in a lump sum no later than forty-five days after the day on which employment is terminated; ● An amount equal to one times their highest base salary over the prior three years for Messrs. Schierhorn, Ballard, Huston, and Ms. Zins; and, seventy-five percent (75%) of his highest base salary over the prior three years for Mr. Craig, to be paid on the first day of the month following a period of six months after the termination; ● Continuation of health and insurance benefits for one year for Messrs. Schierhorn, Ballard, Huston and Ms. Zins; and nine months for Mr. Craig following the termination date of their agreement; and, ● Receive age credit and credit for period of service towards all SERP plans for the remaining term covered by each named executive officer’s individual employment agreement. For Messrs. Schierhorn, Ballard, Huston, Craig, and Ms. Zins, in the event the Company terminates the named executive officer’s employment for cause or the named executive officer terminates their employment without good reason, the named executive officer is entitled only to payment of all base salary earned and all reimbursable expenses incurred through the termination date payable upon the effective date of termination and will have no right to receive compensation or other benefits for any period after termination. If the employment of Messrs. Schierhorn, Ballard, Huston, Craig, or Ms. Zins is terminated on account of any mental or physical disability that prevents them from performing their duties, then they are entitled to one lump sum payment, on the first day of the month following a period of six months after employment was terminated, of all base salary earned and reimbursable expenses incurred through the termination date, as well as full base salary and health and dental insurance benefits provided, at the Company’s expense, less the amount of any payments received by the executive during the one year period following termination under any employer-sponsored disability insurance plan, for one year following the termination date. If a named executive officer’s employment agreement is terminated due to their death, under the terms of the agreement, their beneficiaries will receive that portion of their base salary that otherwise would have been paid to them for the month in which their death occurred and any other amounts due them pursuant to the Company’s SERP, any supplemental deferred compensation plan, and any other death, insurance, employee benefit plan or stock benefit plan provided to them by the Company according to the terms of the respective plans. The following table sets forth potential payments payable to our named executive officers in the event of termination of their employment or a change of control of the Company or the Bank as of December 31, 2023 under the provisions of their employment agreements as described above. The value of unvested options and restricted stock units in the discussion below is based on the closing price of the Company’s common stock on December 31, 2023 at $57.21 per share.
Potential Payments upon Termination or Change in Control
| Potential Payments Upon Termination/Change of Control | | | | | | | Name | Salary | Cash Severance | Unvested Stock Options | Unvested Restricted Stock Units | Benefits | | Joseph M. Schierhorn | | | | | | | Termination by Employer Without Cause | $22,332 | $580,639 | $— | $— | $— | | By Executive For Good Reason | $22,332 | $580,639 | $— | $— | $— | | Termination by Employer for Cause | $22,332 | $— | $— | $— | $— | | By Executive Without Good Reason | $22,332 | $— | $— | $— | $— | | Change in Control: | | | | | | | Without Cause | $22,332 | $1,612,320 | $— | $— | $— | | For Good Reason within 730 days of change in control | $22,332 | $1,612,320 | $— | $— | $— | | Death | $22,332 | $— | $29,909 | $244,516 | $2,251,033 | | Disability | $22,332 | $460,639 | $29,909 | $244,516 | $2,232,883 |
Potential Payments upon Termination or Change in Control
| Potential Payments Upon Termination/Change of Control | | | | | | | Name | Salary | Cash Severance | Unvested Stock Options | Unvested Restricted Stock Units | Benefits | | Jed W. Ballard | | | | | | | Termination by Employer Without Cause | $13,592 | $353,404 | $— | $— | $23,839 | | By Executive For Good Reason | $13,592 | $353,404 | $— | $— | $23,839 | | Termination by Employer for Cause | $13,592 | $— | $— | $— | $— | | By Executive Without Good Reason | $13,592 | $— | $— | $— | $— | | Change in Control: | | | | | | | Without Cause | $13,592 | $934,410 | $— | $— | $47,679 | | For Good Reason within 730 days of change in control | $13,592 | $934,410 | $— | $— | $47,679 | | Death | $13,592 | $— | $6,957 | $143,540 | $197,883 | | Disability | $13,592 | $233,404 | $6,957 | $143,540 | $203,572 |
Potential Payments upon Termination or Change in Control
| Potential Payments Upon Termination/Change of Control | | | | | | | Name | Salary | Cash Severance | Unvested Stock Options | Unvested Restricted Stock Units | Benefits | | Michael G. Huston | | | | | | | Termination by Employer Without Cause | $14,045 | $365,161 | $— | $— | $39,732 | | By Executive For Good Reason | $14,045 | $365,161 | $— | $— | $39,732 | | Termination by Employer for Cause | $14,045 | $— | $— | $— | $— | | By Executive Without Good Reason | $14,045 | $— | $— | $— | $— | | Change in Control: | | | | | | | Without Cause | $14,045 | $989,212 | $— | $— | $79,465 | | For Good Reason within 730 days of change in control | $14,045 | $989,212 | $— | $— | $79,465 | | Death | $14,045 | $— | $5,833 | $144,512 | $259,368 | | Disability | $14,045 | $245,161 | $5,833 | $144,512 | $280,950 |
Potential Payments upon Termination or Change in Control
| Potential Payments Upon Termination/Change of Control | | | | | | | Name | Salary | Cash Severance | Unvested Stock Options | Unvested Restricted Stock Units | Benefits | | Benjamin D. Craig | | | | | | | Termination by Employer Without Cause | $10,946 | $213,455 | $— | $— | $— | | By Executive For Good Reason | $10,946 | $213,455 | $— | $— | $— | | Termination by Employer for Cause | $10,946 | $— | $— | $— | $— | | By Executive Without Good Reason | $10,946 | $— | $— | $— | $— | | Change in Control: | | | | | | | Without Cause | $10,946 | $376,944 | $— | $— | $— | | For Good Reason within 730 days of change in control | $10,946 | $376,944 | $— | $— | $— | | Death | $10,946 | $— | $3,752 | $79,007 | $129,873 | | Disability | $10,946 | $164,606 | $3,752 | $79,007 | $111,723 |
Potential Payments upon Termination or Change in Control
| Potential Payments Upon Termination/Change of Control | | | | | | | Name | Salary | Cash Severance | Unvested Stock Options | Unvested Restricted Stock Units | Benefits | | Amber Zins | | | | | | | Termination by Employer Without Cause | $11,915 | $309,798 | $— | $— | $— | | By Executive For Good Reason | $11,915 | $309,798 | $— | $— | $— | | Termination by Employer for Cause | $11,915 | $— | $— | $— | $— | | By Executive Without Good Reason | $11,915 | $— | $— | $— | $— | | Change in Control: | | | | | | | Without Cause | $11,915 | $784,748 | $— | $— | $— | | For Good Reason within 730 days of change in control | $11,915 | $784,748 | $— | $— | $— | | Death | $11,915 | $— | $3,995 | $180,154 | $77,339 | | Disability | $11,915 | $189,798 | $3,995 | $180,154 | $59,189 |
Potential Payments upon Termination or Change in Control
In addition to the above provisions, if the Company is required to prepare a qualifying accounting restatement, the Company will recover from the named executive officers the excess amount of erroneously awarded incentive-based compensation, whether cash or equity, provided to a covered executive over the amount that otherwise would have been received by the covered executive had such compensation been determined based on the restated financials, computed without regard to any taxes paid.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The Compensation Committee approved awards under our Profit Sharing Plan and awarded restricted stock grants and performance stock grants in 2023. Set forth below is information regarding awards granted during 2023:
Grants of Plan-Based Awards
| Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Equity Incentive Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Shares Underlying Options | Exercise or Base Price of Option Awards per share | Grant Date Fair Value of Stock and Option Awards | | | Threshold | Target | Maximum | | | | | | | | Joseph M. Schierhorn | $74,869 | $249,563 | $374,345 | 3/23/2023 | $— | 5,136 | — | $45.43 | $233,328 | | Jed W. Ballard | $35,804 | $119,348 | $179,022 | 3/23/2023 | $— | 2,672 | — | $45.43 | $121,389 | | Michael G. Huston | $42,776 | $142,587 | $213,881 | 3/23/2023 | $— | 3,052 | — | $45.43 | $138,652 | | Benjamin D. Craig | $25,016 | $83,387 | $125,081 | 3/23/2023 | $— | 1,498 | — | $45.43 | $68,054 | | Amber Zins | $31,196 | $103,986 | $155,979 | 3/23/2023 | $— | 2,408 | — | $45.43 | $109,395 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity award holdings, as adjusted for dividends, held by our named executive officers as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Shares Underlying Unexercised Options Exercisable | Number of Shares Underlying Unexercised Options Unexercisable (1) | Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Jed W. Ballard | 916 | 458 | — | $42.02 | 12/1/2031 | 3,901 | $223,176 | — | — | | | 2,153 | — | — | $32.09 | 12/2/2030 | — | — | — | — | | | 2,450 | — | — | $36.46 | 12/4/2029 | — | — | — | — | | | 2,487 | — | — | $37.06 | 11/28/2028 | — | — | — | — | | (1) The number of shares underlying unexercised options that have not vested as of December 31, 2023 total 458 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 458 | | | | | | (2) The number of shares or units of stock, including dividend equivalent units earned, that have not vested as of December 31, 2023 total 3,901 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 1,117 | | | | | | March 23, 2026 | | | | | 2,784 | | | | | | (3) Based on the closing price of $57.21 per share of our shares of common stock on the Nasdaq Global Select Market on December 31, 2023. | | | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Shares Underlying Unexercised Options Exercisable | Number of Shares Underlying Unexercised Options Unexercisable (1) | Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Joseph M. Schierhorn | 3,939 | 1,969 | — | $42.02 | 12/1/2031 | 6,948 | $397,495 | — | — | | | 9,268 | — | — | $32.09 | 12/2/2030 | — | $— | — | — | | | 7,409 | — | — | $36.46 | 12/4/2029 | — | $— | — | — | | | 11,192 | — | — | $37.06 | 11/28/2028 | — | $— | — | — | | | 10,423 | — | — | $33.30 | 11/15/2027 | — | $— | — | — | | | 3,830 | — | — | $28.10 | 11/16/2026 | — | $— | — | — | | (1) The number of shares underlying unexercised options unexercisable as of December 31, 2023 total 1,969 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 1,969 | | | | | | (2) The number of shares or units of stock, including dividend equivalent units earned, that have not vested as of December 31, 2023 total 6,948 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 1,600 | | | | | | March 23, 2026 | | | | | 5,348 | | | | | | (3) Based on the closing price of $57.21 per share of our shares of common stock on the Nasdaq Global Select Market on December 31, 2023. | | | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Shares Underlying Unexercised Options Exercisable | Number of Shares Underlying Unexercised Options Unexercisable (1) | Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Michael G. Huston | 769 | 384 | — | $42.02 | 12/1/2031 | 4,115 | $235,419 | — | — | | | 1,800 | — | — | $32.09 | 12/2/2030 | — | — | — | — | | | 2,300 | — | — | $36.46 | 12/4/2029 | — | — | — | — | | | 1,658 | — | — | $37.06 | 11/28/2028 | — | — | — | — | | | 1,702 | — | — | $33.30 | 11/15/2027 | — | — | — | — | | | 3,775 | — | — | $31.45 | 5/8/2027 | — | — | — | — | | (1) The number of shares underlying unexercised options unexercisable as of December 31, 2023 total 384 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 384 | | | | | | (2) The number of shares or units of stock, including dividend equivalent units earned, that have not vested as of December 31, 2023 total 4,115 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 937 | | | | | | March 23, 2026 | | | | | 3,178 | | | | | | (3) Based on the closing price of $57.21 per share of our shares of common stock on the Nasdaq Global Select Market on December 31, 2023. | | | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Shares Underlying Unexercised Options Exercisable | Number of Shares Underlying Unexercised Options Unexercisable (1) | Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Benjamin D. Craig | 1 | 247 | — | $42.02 | 12/1/2031 | 2,161 | $123,631 | — | — | | (1) The number of shares or units of stock that have not vested as of December 31, 2023 total 247 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 247 | | | | | | (2) The number of shares or units of stock, including dividend equivalent units earned, that have not vested as of December 31, 2023 total 2,161 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 601 | | | | | | March 23, 2026 | | | | | 1,560 | | | | | | (3) Based on the closing price of $57.21 per share of our shares of common stock on the Nasdaq Global Select Market on December 31, 2023. | | | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Shares Underlying Unexercised Options Exercisable | Number of Shares Underlying Unexercised Options Unexercisable (1) | Equity Incentive Plan Awards: Number of Shares Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Amber Zins | 527 | 263 | — | $42.02 | 12/1/2031 | 3,149 | $180,154 | — | — | | | 1,231 | — | — | $32.09 | 12/2/2030 | — | — | — | — | | (1) The number of shares underlying unexercised options unexercisable as of December 31, 2023 total 263 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 263 | | | | | | (2) The number of shares or units of stock, including dividend equivalent units earned, that have not vested as of December 31, 2023 total 3,149 in the aggregate and vest as follows: | | | | | | | | | | | December 1, 2024 | | | | | 641 | | | | | | March 23, 2026 | | | | | 2,508 | | | | | | (3) Based on the closing price of $57.21 per share of our shares of common stock on the Nasdaq Global Select Market on December 31, 2023. | | | | | | | | | |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table summarizes the aggregate options exercised and the value realized thereon held by our named executive officers during 2023. Restricted Stock Units granted in 2020 became fully vested in 2023. The number of shares listed in the following table represents the gross number of shares delivered to each named executive officer, including dividend equivalent shares on restricted stock awards, and valued at the fair market value of the Company’s common stock at the close of business on their respective vesting dates.
Option Exercises and Stock Vested
| OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Joseph M. Schierhorn | 11,993 | $271,858 | 2,147 | $110,957 | | Jed W. Ballard | — | $— | 1,498 | $77,417 | | Michael G. Huston | — | $— | 1,250 | $64,600 | | Benjamin D. Craig | 633 | $11,606 | 800 | $41,344 | | Amber Zins | — | $— | 856 | $44,238 |
Pension Benefits
Pension Benefits The Company does not sponsor or have any provisions under which the named executive officers can participate or have account balances in qualified or nonqualified defined benefit plans.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table summarizes the activity related to our nonqualified deferred compensation arrangement during 2023:
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year(1) | Company Contributions in Last Fiscal Year(2)(6) | Aggregate Earnings in Last Fiscal Year(3)(7) | Aggregate Withdrawals/ Distributions(5) | Aggregate Balance at Last Fiscal Year End(4) | | Joseph M. Schierhorn | $— | $141,765 | $58,537 | $— | $2,232,883 | | Jed W. Ballard | $— | $30,731 | $8,453 | $— | $179,733 | | Michael G. Huston | $— | $49,931 | $11,344 | $— | $241,218 | | Benjamin D. Craig | $— | $12,996 | $5,254 | $— | $111,723 | | Amber Zins | $— | $26,707 | $2,784 | $— | $59,189 |
Nonqualified Deferred Compensation
(1)None of the named executive officers made contributions under the NQDCP for 2023. (2)Includes $96,773, $30,731, $49,931, $12,996, and $26,707 in contributions to the SERP for Mr. Schierhorn, Mr. Ballard, Mr. Huston, Mr. Craig, and Ms. Zins respectively, in 2023. Includes $44,992 in contributions to the Company’s SERDCP through payment of annual premiums on variable adjustable life insurance policies in 2023 for Mr. Schierhorn. (3)Includes earnings of $58,537, $8,453, $11,344, $5,254, and $2,784 under the SERP for Mr. Schierhorn, Mr. Ballard, Mr. Huston, Mr. Craig, and Ms. Zins, respectively for 2023. (4)Includes $1,244,699, $179,733, $241,218, $111,723, and $59,189 for Mr. Schierhorn, Mr. Ballard, Mr. Huston, Mr. Craig, and Ms. Zins, respectively, in plan asset balances under the SERP for 2023. Includes $988,184 in plan asset balance for Mr. Schierhorn under the SERDCP for 2023. (5)There were no distributions under the Company’s DCP plan and nothing was distributed under the Company's SERP plan for the named executives in 2023. (6)In reference to the amounts reported in the Company Contributions in Last Fiscal Year column above, these amounts were reported as compensation in the Summary Compensation Table for the fiscal year ended December 31, 2023. (7)A portion of the named executive officers’ earnings noted in the Aggregate Earnings in Last Fiscal Year column is reported as excess earnings for the fiscal years ended December 31, 2023, 2022, and 2021 under the column in the Summary Compensation Table, Change in Pension Value and Nonqualified Deferred Compensation Earnings with excess earnings identified by footnote to the Summary Compensation Table.
Pay Versus Performance
Pay Versus Performance In 2022, the SEC adopted rules requiring annual disclosure of the relationship between executive compensation actually paid and the financial performance of the Company, commonly referred to as "pay versus performance", or "pay for performance". The rule requires companies to designate a "company-selected measure", which in the Company's assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table below) used by the Company to link compensation actually paid to the Company's named executive officers to the Company's performance. For the purposes of the pay versus performance rule, "financial performance measures" means measures that are determined and presented in accordance with the accounting principles used in preparing the Company's financial statements, any measures that are derived wholly or in part from such measures, and stock price and total shareholder return, or TSR. Management believes that the size of the Company, as measured by total assets as of the end of each fiscal year, represents the most important financial performance measure used by the Company to link compensation of our Principal Executive Officer and the other named executive officers to the Company's performance. As noted throughout the Compensation Discussion and Analysis section above, the Company evaluates both executive performance and the structure of executive compensation to ensure that compensation for executives is reasonable and competitive with similar positions held in peer group organizations. The selection of the peer group for this evaluation has a material impact on executive compensation. The Company considers several factors when selecting the peer group, including but not limited to geographical markets in which the entities operate and similarities to the Company in entity structure and business activities. The Company's peer group for the years ended 2020 and 2021 included 14 companies. The Company's peer group for the years ended 2022 and 2023 included 16 companies. While these criteria are important, the Company believes that the size of the entities selected as peers has the most significant impact on executive compensation. The table below, read in conjunction with the following narrative discussion, provides information relevant to an analysis of the Company's pay versus performance for our Principal Executive Officer ("PEO") and our other named executive officers for the years ended 2023, 2022, 2021, and 2020:
Pay Versus Performance Tabular Disclosures
Pay Versus Performance Tabular Disclosures
Pay Versus Performance Tabular Disclosures
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO named executive officers | Average Compensation Actually Paid to Non-PEO named executive officers | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Company-Selected Measure:Total Assets at Year End | | | (1) | (2)(3) | (4) | (2)(3) | (5) | (5) (6) | | (7) | | 2023 | $1,178,977 | $1,254,654 | $580,864 | $617,963 | 173 | 96 | $25,394,000 | $2,807,497,000 | | 2022 | $881,436 | $1,050,452 | $455,938 | $503,053 | 159 | 103 | $30,741,000 | $2,674,318,000 | | 2021 | $1,019,434 | $1,199,410 | $646,236 | $708,907 | 122 | 104 | $37,517,000 | $2,724,719,000 | | 2020 | $952,226 | $963,692 | $491,824 | $477,109 | 92 | 81 | $32,888,000 | $2,121,798,000 |
Pay Versus Performance Tabular Disclosures
(1)Total Compensation from the Summary Compensation Table. (2)Compensation actually paid represents an abstract number and may not actually reflect actual amounts paid to the Principal Executive Officer or the other named executive officers. Compensation actually paid is calculated as follows: Total Compensation from the Summary Compensation Table; less the grant date fair value of awards granted during the year; plus the year end fair value of awards granted during the year and unvested and outstanding at year end; plus the vesting date fair value of awards granted during the year that also vested during the year; plus or minus the change in the year end fair value of awards granted in prior years that are unvested and outstanding at the end of the year; plus or minus the vesting date fair value of awards granted in prior years that vested during the year compared to the prior year end fair value; less the prior year end fair value of awards that failed to meet vesting conditions and were forfeited or expired unexercised; plus dividends or other earnings paid on awards during the year that are not otherwise captured in the total compensation for the year. The following amounts were deducted and added to Total Compensation in accordance with Item 402(v)(2)(iii) of Regulation S-K to calculate compensation actually paid for the Principal Executive Officer:
Pay Versus Performance Tabular Disclosures
| Year | Less: Grant Date Fair Value of Stock Awards awarded in this year | Plus: Year End Fair Value of Stock Awards granted in this year that are unvested and outstanding at year end | Plus: Vesting Date Fair Value of Stock Awards granted in this year that vested this year | Plus/Minus: Change in Year End Fair Value of Stock Awards awarded in priors year that are unvested and outstanding at year end | Plus/Minus: Vesting Date Fair Value versus prior year end fair value of Stock Awards granted in prior years that vested this year | Less: Prior Year End Fair Value of Stock Awards that fail to meet vesting conditions during current year (forfeited awards) | | 2023 | ($233,328) | $— | $— | $319,758 | ($10,753) | $— | | 2022 | $— | $— | $— | $92,569 | $76,447 | $— | | 2021 | ($121,352) | $130,022 | $— | $87,045 | $84,261 | $— | | 2020 | ($121,419) | $141,744 | $— | ($3,270) | ($5,589) | $— |
Pay Versus Performance Tabular Disclosures
The following amounts were deducted and added to Total Compensation in accordance with Item 402(v)(2)(iii) of Regulation S-K to calculate average compensation actually paid for the named executive officers other than the Principal Executive Officer:
Pay Versus Performance Tabular Disclosures
| Year | Less: Grant Date Fair Value of Stock Awards awarded in this year | Plus: Year End Fair Value of Stock Awards granted in this year that are unvested and outstanding at year end | Plus: Vesting Date Fair Value of Stock Awards granted in this year that vested this year | Plus/Minus: Change in Year End Fair Value of Stock Awards awarded in priors year that are unvested and outstanding at year end | Plus/Minus: Vesting Date Fair Value versus prior year end fair value of Stock Awards granted in prior years that vested this year | Less: Prior Year End Fair Value of Stock Awards that fail to meet vesting conditions during current year (forfeited awards) | | 2023 | ($109,373) | $— | $— | $148,811 | ($2,339) | $— | | 2022 | $— | $— | $— | $25,433 | $21,682 | $— | | 2021 | ($39,585) | $28,408 | $12,718 | $20,884 | $40,246 | $— | | 2020 | ($49,314) | $54,400 | $— | ($5,070) | ($14,731) | $— |
Pay Versus Performance Tabular Disclosures
(3) The year-end fair value of stock awards is equal to the number of stock awards granted multiplied by the Company's closing share price at year end. The year-end fair value of option awards is calculated using the same Black Scholes model used the calculate stock option expense in the Company's financial statements, adjusted for current market conditions and management expectations for expected life as of each year end. (4)Average of the Total Compensation for all named executive officers, excluding the Principal Executive Officer, in each fiscal year from the Summary Compensation Table. This includes compensation from the Summary Compensation Table for the following named executive officers, other than the Principal Executive Officer, in fiscal 2020: Jed W. Ballard, Michael G. Huston, Benjamin D. Craig, Michael A. Martin. This includes compensation from the Summary Compensation Table for the following named executive officers, other than the Principal Executive Officer, in fiscal 2021: Jed W. Ballard, Michael G. Huston, Benjamin D. Craig, Steve R. Aldrich and Michael A. Martin. This includes compensation from the Summary Compensation Table for the following named executive officers, other than the Principal Executive Officer, in fiscal 2022: Jed W. Ballard, Michael G. Huston, Benjamin D. Craig, and Michael C. Baldwin. (5)The amounts disclosed are cumulative for the measurement periods based on a hypothetical $100 investment beginning at the market close on the last trading day of 2019 and ending on the last trading day of 2023, 2022, 2021, and 2020, respectively. Total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's closing share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. The measurement period starts on the last trading day of the prior year and ends on the last trading day of the current year. (6)Total shareholder return for the Company's selected peer group is calculated using the methodology described in footnote 5, weighted according to the respective companies' stock market capitalization at the beginning of the measurement period. The peer group used for 2023 and 2022 includes the following entities: Bank of Marin Bancorp, Central Pacific Financial Corp., Central Valley Community BanCorp, Farmers & Merchants BanCorp, Inc., First Northern Community Bancorp, First Northwest Bancorp, Five Star Bancorp, FS Bancorp, Inc., Heritage Commerce Corp, Heritage Financial Corporation, HomeStreet, Inc., Oak Valley Bancorp, Riverview Bancorp, Inc., Sierra Bancorp, Territorial Bancorp Inc. and Timberland Bancorp, Inc. The peer group used for 2021 and 2020 includes the following entities: Bank of Commerce, Bank of Marin Bancorp, Central Valley Bancorp, First Northern Community Bancorp, First Northwest, FS BanCorp, Inc., Farmers & Merchants BanCorp, Inc., First Financial Northwest, Inc.; Heritage Commerce Corp., Oak Valley Bancorp, Riverview Bancorp, Inc., Sierra Bancorp, Territorial BanCorp Inc., and Timberland Bancorp, Inc. (7)Total assets are derived from the Company’s audited balance sheet at December 31 of each year presented.
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with its performance, not all of those measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align all performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year, except in the Profit Sharing Plan. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between compensation actually paid and the financial performance measures presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Schierhorn and the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Schierhorn) are generally aligned with the Company’s cumulative TSR over the three four presented in the table. However, compensation actually paid to Mr. Schierhorn and to the Company's named executive officers as a group (excluding Mr. Schierhorn) in 2022 decreases while cumulative TSR increases in 2022. This is primarily the result of the fact that there were no awards in 2022 under the Company's 2020 Stock Incentive Plan due to a change in the timing of when these awards are granted. Compensation actually paid is generally aligned with cumulative TSR over the period because a material portion of the compensation actually paid to Mr. Schierhorn and to the other named executive officers is comprised of equity awards. Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Mr. Schierhorn and the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Schierhorn) is generally aligned with the Company’s net income over the four years presented in the table. However, compensation actually paid to Mr. Schierhorn and to the Company's named executive officers as a group (excluding Mr. Schierhorn) in 2023 increases while net income decreases. This is primarily due to the fact that salaries increased in 2023, and increases in salary are not directly correlated to the Company's net income; however profit share payments made to Mr. Schierhorn and to the Company's named executive officers as a group decreased in 2023 as compared to 2022. While the Company does not specifically use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure of ROAA, which the Company utilizes for setting goals in the Company’s short-term incentive compensation program, the Profit Sharing Plan. Lastly, another component of compensation actually paid is the change in year end fair value of stock awards. This amount increased in 2023 due to the increase in Company's stock price, which increases and decreases due to many factors. Compensation Actually Paid and Total Assets As demonstrated by the following table, the amount of compensation actually paid to Mr. Schierhorn and the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Schierhorn) is generally aligned with the Company’s total assets over the four years presented in the table. However, compensation actually paid to Mr. Schierhorn and to the Company's named executive officers as a group (excluding Mr. Schierhorn) in 2022 decreases while total assets decreases at a lower rate in 2022. This is primarily the result of the fact that there were no awards in 2022 under the Company's 2020 Stock Incentive Plan due to a change in the timing of when these awards are granted. The Company does not specifically use change in total assets year-over-year as a performance measure in the overall executive compensation program, however, the size of the Company, as measured by asset size, is a major factor in the selection of the peer group used to set executive compensation. Generally, over the long term, an increase in total assets will equate to higher amounts of compensation actually paid to Mr. Schierhorn and the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Schierhorn). Directors who are Company employees receive no additional fee for service as a director. Except for Mr. Schierhorn, the remaining directors in 2023 were non-officers of the Company and the Bank. In 2023, all non-officer directors who did not serve as a committee chair received a $30,000 annual cash retainer. Annual cash retainers of $42,500, $36,000, and $35,000 were paid to the independent lead director and Chair of the Governance and Nominating Committee, the non-officer Chair of the Audit Committee, and the non-officer Chair of the Compensation Committee, respectively, in 2023. All non-officer directors received an additional $25,000 in cash to be used for the purchase of the Company’s common stock on the open market following the 2023 Annual Meeting. Additionally, members of the Audit Committee received $1,000 for each Audit Committee meeting attended and members of the Governance and Nominating, and Compensation Committees received $850 for each committee meeting attended. The Alaska Banking Code requires that each director of a state bank shall own at least an aggregate fair market value of $1,000 in the common or preferred stock in such state bank or the controlling entity of such state bank. All of the Company’s current directors are currently in compliance with the share ownership provisions of the Alaska Banking Code. Additionally, the Company’s Corporate Governance Guidelines include a recommendation (as a minimum level of stock ownership) that non-officer directors should purchase not less than three times their annual stock retainer of Company common stock and hold that common stock free of any encumbrances. Non-officer directors should meet this stock ownership requirement within five years of that date or within five years of their election to the Board. All non-officer directors currently subject to this guideline have satisfied the minimum stock ownership recommendation within the five year time as of March 28, 2024. The following table sets forth a summary of the compensation that was earned by our non-management directors in 2023:
Analysis of the Information Presented in the Pay versus Performance Table
| Name | Total Fees Earned or Paid in Cash | | Larry S. Cash | $57,550 | | Anthony J. Drabek | $59,250 | | Karl L. Hanneman | $58,400 | | David W. Karp | $60,950 | | Joseph P. Marushack | $60,100 | | David J. McCambridge | $67,700 | | Krystal M. Nelson | $63,400 | | Marilyn F. Romano | $57,550 | | Aaron M. Schutt | $56,700 | | John C. Swalling | $75,150 | | Linda C. Thomas | $65,100 | | David G. Wight | $62,550 |