DEF 14A of First Northwest Bancorp
Filed Apr 9, 20260001437749-26-011851
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| NAME | GENDER | YEAR FIRST ELECTED OR APPOINTED DIRECTOR | | Sherilyn G. Anderson | Female | 2020 | | Johanna A. Bartee | Female | 2025 | | Dana D. Behar | Male | 2015 | | Sean P. Brennan | Male | 2024 | | Diane C. Davis | Female | 2025 | | Cindy H. Finnie | Female | 2012(1) | | Gabriel S. Galanda | Male | 2021 | | Curt T. Queyrouze | Male | 2025 | | Lynn A. Terwoerds | Female | 2023 | | (1) Years prior to 2015 include service on Board of Directors of First Fed. | | |
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PRINCIPAL SHAREHOLDERS Persons and groups beneficially owning more than five percent of First Northwest’s outstanding shares of common stock (“5% Beneficial Owners”) are required to file reports with the Securities and Exchange Commission (the “SEC”) disclosing their ownership. The following table lists all 5% Beneficial Owners known to management as of the record date for the Annual Meeting, March 20, 2026 (the “Record Date”):
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| NAME AND ADDRESS | NUMBER OF SHARES BENEFICIALLY OWNED | PERCENT OF SHARES OUTSTANDING (%) | | Fourthstone LLC 575 Maryville Centre Drive, Suite 110 St. Louis, Missouri 63141 | 939,429(1) | 9.89 | | First Northwest Bancorp Employee Stock Ownership Plan 105 W. Eighth Street Port Angeles, Washington 98362 | 908,782(2) | 9.57 | | FMR LLC 245 Summer Street Boston, Massachusetts 02110 | 749,532(3) | 7.89 |
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| (1) Based solely on information contained in the Form 13F filed on February 13, 2026, reporting investment discretion as to all shares by Fourthstone LLC. | | (2) As of September 30, 2024, the employee stock ownership plan (“ESOP”) had sole voting power as to 608,855 shares, shared voting power as to 299,927 shares, and shared dispositive power as to 908,782 shares. The ESOP provides for pass-through voting as to shares allocated to ESOP participants. The trustee for the ESOP will vote all shares as to which participants have not provided voting instructions in the same proportions as the shares as to which the trustee received timely instructions from participants. | | (3) Based solely on information contained in the Form 13G filed on February 5, 2026, reporting sole voting and dispositive power as to all shares by FMR LLC. |
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BENEFICIAL OWNERSHIP BY DIRECTORS AND NAMED EXECUTIVE OFFICERS The following table sets forth information, as of the Record Date, regarding share ownership of our directors, each executive officer of First Northwest or First Fed named in the Summary Compensation Table appearing under “Executive Compensation” below (referred to as “named executive officers”), and all current directors and executive officers of First Northwest and First Fed as a group. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (the “Exchange Act”), a person is deemed to be the beneficial owner of any shares of common stock if he or she has voting or dispositive power with respect to those shares. Therefore, the table below includes shares held by spouses, by other immediate family members in trust, in retirement accounts or funds for the benefit of the named individuals, and in the ESOP and our qualified, tax-exempt savings plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) (such plan, the “401(k) Plan”). As of the Record Date, there were 9,499,300 shares of First Northwest common stock outstanding. The address of each of the beneficial owners named in the table below is c/o First Northwest Bancorp, 105 W. 8th Street, Port Angeles, Washington 98362.
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| NAME | NUMBER OF SHARES BENEFICIALLY OWNED | PERCENT OF SHARES OUTSTANDING (%) | | Directors | | | | Sherilyn G. Anderson | 15,044(1) | * | | Johanna A. Bartee | 9,608(2) | * | | Dana D. Behar | 140,219(3) | 1.48% | | Sean P. Brennan | 15,106(4) | * | | Diane C. Davis | 9,575(5) | * | | Cindy H. Finnie | 41,881(6) | * | | Gabriel S. Galanda | 12,566(7) | * | | Lynn A. Terwoerds | 13,594(8) | * | | Named Executive Officers | | | | Geraldine L. Bullard | 30,846(9) | * | | Matthew P. Deines | 111,522 | * | | David B. Edelstein | 24,529(10) | * | | Kyle D. Henderson | 30,658(11) | * | | Christopher J. Riffle | 36,035(12) | * | | Curt T. Queyrouze** | 54,770(13) | * | | All current directors and executive officers as a group (14 persons) | 393,551(14) | 4.14% |
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| * Less than one percent of shares outstanding. |
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| ** Mr. Queyrouze is also a Director of First Northwest. |
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| (1) Includes 2,533 shares of restricted stock as to which Ms. Anderson has voting power. |
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| (2) Includes 5,714 shares of restricted stock as to which Ms. Bartee has voting power. |
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| (3) Includes 19,852 shares held jointly with spouse and 2,533 shares of restricted stock as to which Mr. Behar has voting power. |
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| (4) Includes 5,633 shares of restricted stock as to which Mr. Brennan has voting power. |
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| (5) Includes 9,575 shares of restricted stock as to which Ms. Davis has voting power. |
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| (6) Includes 2,533 shares of restricted stock as to which Ms. Finnie has voting power. |
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| (7) Includes 2,533 shares of restricted stock as to which Mr. Galanda has voting power. |
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| (8) Includes 2,533 shares of restricted stock as to which Ms. Terwoerds has voting power. |
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| (9) Includes 7,500 shares of restricted stock as to which Ms. Bullard and 3,374 shares held in the ESOP. |
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| (10) Includes 12,273 shares of time-based restricted stock and 8,419 shares of performance-based restricted stock as to which Mr. Edelstein has voting power |
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| (11) Includes 11,775 shares of time-based restricted stock and 10,012 shares of performance-based restricted stock as to which Mr. Henderson has voting power as well as 387 shares held in the ESOP. |
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| (12) Includes 6,813 shares held in the ESOP to which Mr. Riffle has voting power. |
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| (13) Includes 54,770 shares of restricted stock as to which Mr. Queyrouze has voting power. |
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| (14) Includes a total of 21,019 shares of time-based restricted stock and 4,982 shares of performance-based restricted stock as to which two additional current executive officers have voting power, as well as 2,359 units in the ESOP for their account. Units consist of shares of First Northwest common stock and a liquidity cash component. |
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Our Board of Directors (the “Board”) consists of nine members, each of whom has been nominated for election at the Annual Meeting. The table below sets forth information regarding each nominee for director. All nominees are also directors of First Fed. The Nominating and Corporate Governance Committee of the Board selects nominees for election as directors and presents its nominees to the Board for consideration. All nominees currently serve as First Northwest directors. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. It is intended that the proxies solicited on behalf of the Board (other than proxies in which the vote is withheld as to the nominee) will be voted at the Annual Meeting for the election of the nominees identified in the table below. If a nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected. Directors are elected by a plurality of the votes cast, individually or by proxy, at the Annual Meeting by holders of First Northwest common stock. Accordingly, the nine nominees for election as directors who receive the highest number of votes cast will be elected. Our Articles of Incorporation do not permit shareholders to cumulate their votes for the election of directors. Votes may be cast for or withheld from each nominee. Votes that are withheld and broker non-votes will have no effect on the outcome of the election because the nine nominees receiving the greatest number of votes will be elected.
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| NAME | GENDER | AGE AS OF DECEMBER 31, 2025 | YEAR FIRST ELECTED OR APPOINTED DIRECTOR | | Sherilyn G. Anderson | Female | 66 | 2020 | | Johanna A. Bartee | Female | 44 | 2025 | | Dana D. Behar | Male | 63 | 2015 | | Sean P. Brennan | Male | 63 | 2024 | | Diane C. Davis | Female | 58 | 2025 | | Cindy H. Finnie | Female | 75 | 2012(1) | | Gabriel S. Galanda | Male | 49 | 2021 | | Curt T. Queyrouze | Male | 64 | 2025 | | Lynn A. Terwoerds | Female | 61 | 2023 |
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| 1 | Service prior to 2015 was on the Board of Directors of First Fed. |
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| | The Board of Directors unanimously recommends a vote FOR the election of all directors. |
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INFORMATION REGARDING NOMINEES FOR ELECTION The Board of Directors has nominated the individuals listed below for election at the Annual Meeting. In evaluating nominees, the Nominating and Corporate Governance Committee considers a range of factors, including each nominee’s experience, qualifications, skills, integrity, and ability to contribute to the effective oversight of First Northwest. The following table summarizes the individual experience, qualifications, and skills self‑identified by each nominee and considered by the Nominating and Corporate Governance Committee in connection with its director nominations. The absence of any particular attribute does not imply that a nominee lacks that experience, qualification, or skill. Additional information regarding each nominee’s principal occupation and business experience is provided below.
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| Corporate Strategy Experience developing and executing long-term strategic plans to encourage innovation and growth. | | | Financial Industry Financial services or related industry experience and knowledge of key customers and/or associated risks. | | | Financial Acumen Experience or expertise in financial accounting or financial management of a major organization. | | | Highly Regulated Industry Experience in a highly regulated industry, such as financial services, gaming, healthcare, etc. | | | Risk Management Experience assessing and mitigating significant industry or business-related risk across an enterprise. | | | Public Company Past or present board member or executive of another publicly traded company. | | | Leadership Past or present executive officer experience. | | | Operations Management Experience or expertise in managing the operations of a business or major organization. | | | Technology Understanding of information technology systems, system development, and/or information security. | | | Corporate Finance Experience in corporate finance, capital markets, and/or major transactions. | |
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The principal occupation and other business experience of each director nominee during at least the past five years are described below.
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| Sherilyn G. Anderson Age: 66 Director since: 2020 Committees: • Audit • Compensation (Chair) • Executive | Sherilyn G. Anderson is Vice Chair of the Board and Chair of the Compensation Committee. She is also a member of and chair of the audit committee of the board of Venerable Variable Insurance Trust. She served as CFO of Betacom Incorporated until she retired in August 2022. Betacom delivers dynamic, turnkey solutions to help mobile network operators plan, design, build, upgrade, and manage their networks. Prior to joining Betacom in February 2021, Ms. Anderson was the CFO of glassybaby, a Seattle-based producer and nationwide retailer of hand-blown glassware, and a pioneer in social venture enterprise, from October 2017 to June 2020. During her 20-year investment banking career, Ms. Anderson led over $6 billion of capital market transactions and over $1 billion of bank credit transactions on behalf of governmental entities. Director Qualifications: Ms. Anderson served as Director at Wells Fargo Securities from May 2012 to August 2017 and as Vice President and Director in public finance at UBS, successfully creating and growing both companies’ public finance investment banking practices on the West Coast. She brings substantial experience in financing transactions to the Board. She serves on the Board and is a member of the Finance Committee, of the Pacific Science Center, a nonprofit science museum in Seattle, and as Treasurer of the Vice President of Membership of the Washington chapter of the International Women’s Forum. Ms. Anderson holds an MBA from Harvard Business School, and a B.S in industrial engineering from Stanford University. |
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| Johanna A. Bartee Age: 44 Director since: 2025 Committees: • Compensation • Loan and Asset Quality (FF) • Nom and Corp Governance | Johanna A. Bartee is the Executive Director of JST Capital, a Native Community Development Financial Institution and nonprofit revolving loan fund, serving the North Olympic Peninsula. Prior to her founding JST Capital in 2018, she worked for Banc of California as a Financial Institutions Relationship Manager. Before moving back to the West Coast, she worked for Nomura Securities as an Investment Banker. She served as an Associate in the acquisitions and leveraged finance group, involved in several multibillion-dollar transactions. She also worked in Business Development and Strategic Planning for the Investment Banking Division. Before moving to New York City, Ms. Bartee worked for a Department of Defense contractor as an Account Manager in Honolulu Hawaii, selling and executing over $100 million in communications and IT security projects across Asia and the Pacific. Director Qualifications: Ms. Bartee’s professional experience includes banking, finance, real estate, and sales. She is also active in volunteer work involving numerous economic development initiatives. She serves on the Board of the Clallam County Opportunity Fund, reviewing applications and advising County Commissioners on strategies and use of funds. She also serves on the Port Angeles Waterfront District Board, supporting community beautification, elevation, and economic prosperity. She has two BA degrees from the University of Washington and an MBA from Columbia Business School. |
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| Dana D. Behar Age: 63 Director since: 2015 Committees: • Audit • Loan and Asset Quality (FF, Chair) | Dana D. Behar has been the owner of Discovery Bay Investments, LLC, a private equity investment firm based in Seattle, Washington, and focused on agricultural land and real estate, since 2015. Prior to that, Mr. Behar worked at HAL Real Estate Investments Inc., a private equity real estate investment entity based in Seattle, Washington, for 23 years, serving as President and Chief Executive Officer from 2005 until 2015. Director Qualifications: Mr. Behar previously worked in brand management at Procter & Gamble, served as Director of Marketing for the retail chain Egghead Software, and was a management consultant with the Wharton Small Business Development Center. He brings a strong background in business management to the Board. He is active in his community in Seattle, having served as a board member of Community Roots Housing and the Forterra Strong Communities Fund, and is currently serving as a trustee of the Samis Foundation. Mr. Behar has a BA in business with a concentration in finance from the University of Washington and an MBA with a concentration in finance from the Wharton School of the University of Pennsylvania. |
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| Sean P. Brennan Age: 63 Director since: 2024 Committees: • Audit • Compensation • Loan and Asset Quality (FF) • Nom and Corp Governance • Executive | Sean P. Brennan has worked in commercial banking for more than 35 years, including co-founding Puget Sound Bank in 2004, where he served as Executive Vice President and Chief Lending Officer from inception until the merger of that bank with Heritage Bank in January 2018. Mr. Brennan served as a corporate banking development consultant for Heritage Bank NW and as a member of the Leadership Committee for the Heritage Bank Community Development Entity from January 2021 until his retirement on December 31, 2023. Prior to transitioning to his consultancy roles, Mr. Brennan served as Senior Vice President, Regional Commercial Banking Director for Heritage Bank from January 2018 through December 2020. Prior to co-founding Puget Sound Bank, Mr. Brennan served as Vice President at Washington Trust Bank where, as a member of the initial leadership team, he opened and grew the Seattle corporate banking office from 2000 until 2005, and as vice president for the Seattle corporate banking team of U.S. Bank from 1987 until 2000. Director Qualifications: In addition to his banking experience, Mr. Brennan has provided leadership to public, private, and non-profit organizations. He joined the board of Uwajimaya, Inc. in January 2022, where he chairs the Real Estate Task Force Committee and is a member of the Compensation Committee. Mr. Brennan served on the Board of Trustees for Plymouth Housing Group and was a member of the Finance Committee and the Investment Committee from 2022 until 2025. In 2024, Mr. Brennan became a board director for GeoEngineers, Inc., an employee-owned and national earth science consulting firm with over 400 professionals operating across the U.S. from 24 offices. He also serves as Chair of the Finance Committee and member of the CEO Compensation Committee. Mr. Brennan has served as a board director for Aboda, Inc., a privately held corporate housing provider, Downtown Emergency Service Center, St. Joseph School Endowment, and on advisory boards for Seattle University’s Steven Sundborg, S.J. Center for Community Engagement and Seattle University’s Planned Giving Committee. |
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| Diane C. Davis Age: 58 Director since: 2025 Committees: • Nom and Corp Governance (Chair) • Loan and Asset Quality (FF) | Diane C. Davis is a retired insurance executive with over 25 years of leadership experience in risk management, strategy, and corporate governance. Her executive roles at Farmers Insurance and Zurich Insurance Company, Ltd. include President and CEO of Farmers New World Life Insurance Company and Chief Risk Officer for the Global Life North American division. Following her retirement in 2019, Ms. Davis joined the board of First Financial Northwest Bank (FFNW), which was acquired by Global Credit Union in April 2025. Director Qualifications: In addition to serving on the board of FFNW, Ms. Davis served on the board of Midwest Holding, Inc. from June 2021 to December 2023, when it was acquired by Antarctica Capital. Ms. Davis has served on the Board of Habitat for Humanity of Seattle-King County, and she was co-chair of 5050 Women on Boards of Greater Seattle. Ms. Davis is a Fellow in the Society of Actuaries. |
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| Cindy H. Finnie Age: 75 Director since: 2012 Committees: • Audit • Executive • Compensation • Nom and Corp Governance | Cindy H. Finnie has served as Chair of the Board since 2022. She is the co-owner and President of Rainshadow Properties, Inc., an award-winning boutique hotel and property management company that she co-founded in 1995. Director Qualifications: Ms. Finnie retired in 2011 from Allstate Insurance Company after 38 years of leadership experience. Her range of responsibilities included property and casualty underwriting, sales leadership, business development, and financial management. She was recognized in the company as an expert in developing insurance agencies and was the second person in company history to achieve the top sales leadership award. Her experience in risk management and working in a regulated industry is of great value to the Board. She currently serves as Vice President of the Fort Worden Foundation, Director of the First Fed Foundation, and a member of the Port Townsend Lodging Tax Advisory Council. Past non-profit leadership positions include Board Chair of Centrum, an arts and education organization, Director of the Jefferson County Community Foundation, and Chair of the Fort Worden Public Development Authority. Ms. Finnie was also appointed by the Washington State Governor to serve on the Washington State Arts Commission, which she chaired for three years. Ms. Finnie has a BA from the University of Colorado. |
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| Gabriel S. Galanda Age: 49 Director since: 2021 Committee: • Nom and Corp Governance | Gabriel S. Galanda is an Indigenous rights attorney and the managing lawyer at Galanda Broadman, PLLC, a role he has held since 2010. His practice focuses on complex, multi-party litigation and crisis management, representing Indigenous nations, businesses, and citizens. He has been named to Best Lawyers in America in the fields of Native American Law and Gaming Law from 2007 to 2026 and dubbed a Super Lawyer by his peers from 2013 to 2025. Director Qualifications: Mr. Galanda is an experienced litigator and transactional attorney. He founded and now operates Huy, a 501(c)(3) non-profit organization dedicated to providing rehabilitative support opportunities for incarcerated Indigenous people. Serving as Chairman of the Huy Board of Advisors, Mr. Galanda leads the organization’s amicus curiae efforts before the U.S. Supreme Court and federal and state appellate courts across the country. He brings experience in legal issues and empathy and inclusion to the Board. Mr. Galanda holds a BA from Western Washington University and a JD with a Tribal Law and Policy Certificate from the University of Arizona. He was born and raised in Port Angeles. |
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| Curt T. Queyrouze Age: 64 Director since: 2025 Committees: • Loan and Asset Quality (FF) | Curt T. Queyrouze became President and Chief Executive Officer (“CEO”) of First Fed Bank and was appointed President, CEO, and Director of First Northwest Bancorp on September 17, 2025. He simultaneously joined the Boards of both First Northwest and First Fed. Director Qualifications: Mr. Queyrouze is a seasoned community bank leader with more than 40 years of financial services experience, including expertise in strategic planning, credit, risk management, and financial technology. Before joining First Northwest, Mr. Queyrouze served as President, Community Bank and Corporate Credit at Coastal Community Bank in Everett, WA, beginning in 2022. Prior to that, he was President and Chief Executive Officer at TAB Bank in Ogden, Utah for over eight years. His career includes leadership roles at a variety of institutions including PNC, Hancock Whitney, National Bank of Canada, and community banks. He also served as Chief Operating Officer of a fintech company. Mr. Queyrouze currently serves on the board of the Cocoon House, supporting youth homelessness intervention, and the University of Washington's Global Banking Program at the Foster School of Business. He has also served on the board of directors of the Utah Bankers Association, The Youth Impact Center and the Utah AIDS Foundation and is active in many banking and fintech industry organizations. Education: Mr. Queyrouze holds a degree in Accounting from Louisiana State University (LSU). |
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| Lynn A. Terwoerds Age: 61 Director since: 2023 Committees: • Audit (Chair) • Loan and Asset Quality (FF) | Lynn A. Terwoerds is a technology thought leader and strategy consultant for global companies. She has been Chief Executive Officer of Digital Resilience, LLC, a cybersecurity consulting firm that she founded, since 2018. Before transitioning to consulting, she served as Executive Director of the Executive Women’s Forum on Information Security, Risk Management and Privacy from February 2016 through December 2020. Prior to February 2016, Ms. Terwoerds was in the Cybersecurity Risk Management division at Oracle Health Services Global Business Unit and prior to that Head of Global Security Architecture and Standards for Barclays PLC. Director Qualifications: Ms. Terwoerds has 26 years of cybersecurity expertise, including hands-on experience running global security incident response and critical infrastructure long-term security strategy. Her background also includes leadership positions in multiple vertical markets ranging from technology to banking and healthcare. Combining a post graduate degree in Classics, a passion for technology and a multi-cultural upbringing, Ms. Terwoerds is uniquely positioned to assist the Board in connecting the dots between people, process, and technology transformation globally. In addition to her consulting work, she also serves as board President of the Northwest Maritime Center and on the advisory board of the Executive Women’s Forum. Ms. Terwoerds is also a member of the National Association of Corporate Directors and holds NACD Directorship Certification. |
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BOARD MEETINGS The Boards of Directors of First Northwest and First Fed conduct their business through board and committee meetings. In 2025, the Board of Directors of First Northwest held 12 meetings and the Board of Directors of the Bank held 16 meetings. No director of First Northwest or the Bank attended fewer than 90 percent of the total meetings of the boards and committees on which that person served. COMMITTEES AND COMMITTEE CHARTERS The Board has standing Audit, Compensation, Nominating and Corporate Governance, and Executive Committees. At the beginning of 2025, the Board had the First Fed Fintech Partners (“F3P”) Committee. The Board dissolved the F3P Committee in early 2025 and its duties were absorbed into the Audit Committee. The Board has adopted written charters for the Audit, Compensation, F3P, and Nominating and Corporate Governance Committees, copies of which are available under the “Investor Relations” tab on our website at www.ourfirstfed.com. All members of the Audit, Compensation, and Nominating and Corporate Governance Committees are independent, in accordance with the requirements for companies listed on Nasdaq. The Audit Committee consists of Directors Terwoerds (Chair), Anderson, Brennan, Behar, and Finnie. The Board has determined that Ms. Anderson and one other member of the Committee meet the definition of “Audit Committee Financial Expert,” as defined by the SEC. This Committee is primarily responsible for overseeing the integrity of First Northwest’s financial reporting processes, financial statement audits, and systems of internal controls regarding finance, accounting, and legal compliance (including cybersecurity); overseeing the independence and performance of First Northwest’s independent auditors and internal audit function; and providing an avenue of communication among the independent auditor, management, and the Board. The Audit Committee meets quarterly and on an as-needed basis. The Audit Committee met eight times during 2025. The Compensation Committee consists of Directors Anderson (Chair), Brennan, and Finnie. This Committee meets semiannually and as needed, providing general oversight regarding the personnel, compensation, and benefits matters of First Northwest. In furtherance of this purpose, the Compensation Committee is responsible for setting the compensation of our Chief Executive Officer and reviewing his performance, approving the compensation arrangements and performance goals for other senior executives, and recommending board member compensation. The Compensation Committee met five times during 2025. The Nominating and Corporate Governance Committee consists of Directors Davis (Chair), Bartee, Brennan, Finnie, and Galanda. This Committee is responsible for assessing board and committee membership composition, succession planning, and implementing policies and processes regarding corporate governance matters. The Committee also ensures that the requisite expertise, diversity of skills, experience, background, and independence of the Board are considered in evaluating board composition and director nominations. The Nominating and Corporate Governance Committee meets semiannually and on an as-needed basis. This Committee met four times during 2025. The F3P Committee consisted of Directors Tonina (Chair), Anderson, Finnie, and Terwoerds. This Committee met quarterly and as needed and provided general oversight and strategic direction regarding First Northwest’s financial technology activities and risk, including strategy, programmatic review, risk monitoring, and control implementation. The F3P Committee met one time in 2025 before the Board dissolved it in February 2025. The Executive Committee consists of Directors Anderson, Finnie, and Tonina. This Committee acts for the Board of Directors when formal board action is required between regular meetings. The Executive Committee did not hold any formal meetings during 2025. However, the Committee did meet for several working sessions. LEADERSHIP STRUCTURE First Northwest has separated the positions of Board Chair and Chief Executive Officer. The Chair, an independent director, leads the Board and presides at all board meetings, while the President and Chief Executive Officer runs the day-to-day business of First Northwest. The Board supports having an independent director in a board leadership position. This enables non-management directors to raise issues and concerns for board consideration without immediately involving management. The Chair also serves as a liaison between the Board and senior management. BOARD INVOLVEMENT IN RISK MANAGEMENT PROCESS As part of its overall responsibility to oversee the management, business, and strategy of First Northwest and First Fed, one of the primary responsibilities of our Board is to oversee the amount and types of risks taken by management in executing our corporate strategy, and to monitor our risk experience against the policies and procedures set to control those risks. The Board’s risk oversight function is carried out through its approval of various policies and procedures, such as our lending and investment policies, and regular monitoring of risk, such as interest rate risk exposure, liquidity, cybersecurity, and problem assets. Some oversight functions are delegated to committees of the Board, with such committees regularly reporting to the full Board the results of their oversight activities. For example, the Audit Committee is responsible for oversight of the independent auditor and meets directly with the auditors at various times during the year. In addition, the Audit Committee is responsible for overseeing First Northwest’s cybersecurity risk management program and reviewing its effectiveness. BOARD RECRUITMENT Our Board of Directors, through our Nominating and Corporate Governance Committee, remains focused on ensuring: (1) a smooth transition when directors decide to retire or otherwise leave our Board and (2) that our Board is systematically refreshed so that, taken as a whole, it has the desired mix of skills, experience, continuity, reputation, and diversity relevant to our strategic direction and operating environment, as well as the knowledge, ability, and independence to continue to deliver the high standard of governance and oversight expected by investors. Among other aspects of the process, our Board of Directors considers the following criteria in recommending new nominees or the re-election of directors to First Northwest’s Board and its committees:
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| • | expertise and perspective required to effectively govern our business and enhance senior management, encompassing diverse financial acumen, deep knowledge of the financial services industry, corporate leadership experience, and professional expertise in areas aligned with First Northwest’s operations; |
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| • | sound business judgment and a sufficiently broad perspective to make meaningful contributions; |
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| • | time and energy to meet Board commitments; |
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| • | connection to and understanding of the communities we serve; |
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| • | ability to support management but remain independent, objective, and willing to question and challenge both openly and in private; and |
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| • | results of our Board and committee self-evaluations, as well as feedback received from the annual interviews of each director by our independent Chair of the Board. |
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In July 2025, following a vetting process, the Nominating and Corporate Governance Committee recommended that Ms. Davis be appointed to the Board. Ms. Davis was identified by a non-management director. The Board appointed her effective July 22, 2025. Ms. Davis is now standing for election. Additionally, Mr. Tonina retired from the Board in December 2025. Following his resignation, the Board of Directors fixed the Board size at nine members, eliminating the resulting vacancy. The Nominating and Corporate Governance Committee also considers the periodic rotation of committee members and committee chairs to introduce fresh perspectives to the fulfillment of each committee’s duties.
Shareholder Recommendations for Director Nominees
Shareholder Recommendations for Director Nominees The Nominating and Corporate Governance Committee does not have a separately adopted policy regarding the consideration of director candidates recommended by security holders. The Board believes that such a policy is unnecessary because our existing governance framework—including the Nominating and Corporate Governance Committee’s charter-based authority to evaluate director candidates and the advance-notice provisions set forth in our Articles of Incorporation provides an effective and orderly process for considering director candidates. In the event that a shareholder submits a director candidate in accordance with our governing documents, such candidate would be evaluated by the Nominating and Corporate Governance Committee using the same criteria applied to candidates identified by the Committee or the Board. First Northwest did not receive any shareholder recommendations for director candidates during the prior fiscal year. DIRECTOR INDEPENDENCE Our common stock is listed on the Nasdaq Global Market. In accordance with Nasdaq requirements, at least a majority of our directors must be independent directors. The Board has determined that eight of our nine nominated directors are independent, as defined by Nasdaq rule. Only Curt T. Queyrouze, our President and Chief Executive Officer, is not independent. CODE OF ETHICS The Code of Ethics applies to each of our directors, officers, and employees, and requires these individuals to maintain the highest standards of professional conduct. The Code is reviewed and updated periodically. The Board reviewed and reapproved the Code in February 2026. A copy of the Code of Ethics is available under the “Investor Relations” tab on our website at www.ourfirstfed.com. We intend to disclose any material amendment to or waiver of our Code of Ethics that requires disclosure under applicable SEC or Nasdaq rules on our website within four business days of the date of any such amendment or waiver in lieu of filing a Current Report on Form 8-K pursuant to Item 5.05 thereof. CORPORATE GOVERNANCE POLICY The Board has adopted a Corporate Governance Policy, available under the “Investor Relations” tab on our website at www.ourfirstfed.com, which addresses the role, composition, and responsibilities of the Board; the establishment and operation of Board committees; Board and executive succession planning; executive sessions of independent directors; Board interactions with management and third parties; performance evaluation; shareholder communications and annual meeting attendance; and director orientation and continuing education. INSIDER TRADING POLICY We have adopted an insider trading policy and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. DIRECTOR CONTINUING EDUCATION To uphold the highest standards of governance, continuing education programs enable directors to preserve and enhance the skills and expertise requisite for the diligent performance of their duties. These programs may include proprietary resources and presentations, externally delivered programs, and financial and administrative assistance for attendance at recognized academic or independent learning opportunities. Our Board maintains a strong commitment to continuing education activities each year. BOARD EVALUATION The Nominating and Corporate Governance Committee conducts an annual evaluation of the performance of the Board, the Board Chair, and each of its members, including director self-assessments and one-on-one meetings between each director and the Board Chair. The results are reported to the Board. The report includes an assessment of the Board’s compliance with its Corporate Governance Policy and identification of areas in which the Board could improve its performance. SHAREHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS The Board welcomes communication from shareholders. Shareholders may send communications to the Board of Directors, First Northwest Bancorp, P.O. Box 351, Port Angeles, Washington 98362. Shareholders should clearly indicate the director or directors for whom the communication is intended so that each communication may be forwarded appropriately. ANNUAL MEETING ATTENDANCE BY DIRECTORS We encourage, but do not require, our directors to attend the Annual Meeting of Shareholders. Eight of our nine directors then in office attended the 2025 Annual Meeting of Shareholders held on May 21, 2025. TRANSACTIONS WITH RELATED PERSONS First Fed has followed a policy of granting loans to executive officers and directors that fully complies with all applicable federal regulations. Loans to directors and executive officers are made by First Fed in the ordinary course of business and on the same terms and conditions, including interest rates and collateral, as those of comparable transactions with persons not related to First Fed prevailing at the time, in accordance with our underwriting guidelines, and do not involve more than the normal risk of collectability or present other unfavorable features. All loans to directors and executive officers and their related persons, on December 31, 2025, were performing in accordance with their terms. STOCK OWNERSHIP GUIDELINES In May 2017, the Board adopted a stock ownership policy because it believes that it is in First Northwest’s best interest to align the financial interests of our non-employee directors and Chief Executive Officer with those of our shareholders. The policy requires non-employee directors to own shares of First Northwest’s common stock equal in value to three times the respective director’s annual cash retainer. Each non-employee director who was in office at the beginning of 2025 was compliant with this policy requirement throughout 2025. In addition, our stock ownership guidelines require our Chief Executive Officer to hold First Northwest shares valued at three times his annual base salary within three years of his date of hire. ANTI-HEDGING AND ANTI-PLEDGING POLICY Under our Anti-Hedging and Anti-Pledging Policy, we prohibit hedging the economic risk of ownership of our common stock through short sales or the purchase or sale of options, puts, calls, straddles, equity swaps, or other derivative securities that are directly linked to First Northwest stock, by our directors and officers. We also prohibit our directors and officers from holding our stock in a margin account or pledging our stock as collateral for a loan. DIRECTOR COMPENSATION CASH RETAINERS The non-employee (outside) directors of First Northwest receive compensation for their service on the Board. In setting their compensation, the Board considers the significant amount of time and level of skill required for director service. In December 2024, the Board approved the annual retainer for service as a non-employee director of First Northwest effective January 1, 2025, at $36,530. The Board Chair was paid an additional annual retainer of $15,000. Annual retainers for committee service are as follows:
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| COMMITTEE | MEMBER RETAINER | ADDITIONAL CHAIR RETAINER | All retainers are paid in equal monthly installments. No additional cash compensation is paid to directors for service on the First Fed Board of Directors. | | Audit | $4,800 | $4,680 | | | Compensation | $2,800 | $3,900 | | | Nominating and Corporate Governance | $2,800 | $3,120 | | | F3P | $3,000 | $3,900 | | | Loan and Asset Quality (First Fed Board) | $2,800 | $3,120 | |
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The following table shows the compensation paid to our directors for the year ended December 31, 2025, except for Mr. Queyrouze and Mr. Deines, who did not receive compensation for their board service. Mr. Queyrouze’s and Mr. Deines’ compensation is presented in the Summary Compensation Table in the section entitled “Executive Compensation” below.
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| NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | SHERILYN G. ANDERSON | 68,324 | 23,255 | 413 | 91,992 | | JOHANNA A. BARTEE | 38,610 | 73,255 | 0 | 111,865 | | DANA D. BEHAR | 47,244 | 23,255 | 413 | 70,912 | | SEAN P. BRENNAN | 67,671 | 23,255 | 1,146 | 92,072 | | DIANE C. DAVIS | 21,060 | 49,717 | 0 | 70,777 | | CINDY H. FINNIE | 91,900 | 23,255 | 413 | 115,568 | | GABRIEL S. GALANDA | 54,324 | 23,255 | 413 | 77,992 | | LYNN A. TERWOERDS | 49,304 | 23,255 | 940 | 73,499 | | NORMAN J. TONINA, JR.(4) | 63,235 | 23,255 | 569 | 87,059 |
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| (1) During the year ended December 31, 2025, the Board approved an additional retainer of $400 per month to each member of the Executive Committee and a further additional retainer of $390 per month to the Chair of the Executive Committee. The Board also approved one-time payments of $20,000 to Ms. Finnie and $15,000 to each of Ms. Anderson, Mr. Brennan, Mr. Galanda, and Mr. Tonina in recognition of additional services provided in connection with the management transition. These amounts are reflected, as applicable, in this column. |
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| (2) The dollar amounts shown in the table represent the aggregate grant date fair value of awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation” (“FASB ASC Topic 718”) based on the closing price of First Northwest’s common stock on the respective date of grant in 2025. The restricted shares held by each director on December 31, 2025, were as follows: Ms. Bartee, 6,990 shares; Mr. Brennan, 6,955 shares; Ms. Davis, 7,042 shares; Ms. Terwoerds, 3,293 shares; and Ms. Anderson, Mr. Behar, Ms. Finnie, and Mr. Galanda, 2,219 shares. |
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| (3) Includes cash dividends earned on unvested shares of restricted stock which were paid upon vesting under the First Northwest Bancorp 2020 Equity Incentive Plan. |
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| (4) Mr. Tonina retired effective December 9, 2025. |
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DIRECTOR COMPENSATION EQUITY GRANTS Under First Northwest’s non-employee director compensation program, beginning in 2020, each director generally receives an annual grant of restricted shares with a grant date fair value approved by the Compensation Committee. The grants vest on the one-year anniversary of the award date. The awards made in 2025 are shown in the Director Compensation table above. Ms. Bartee and Ms. Davis received additional grants in recognition of their initial appointment as directors in 2025. DEFERRED COMPENSATION PLAN To encourage the retention of qualified directors, we offer a deferred compensation plan whereby directors may defer all or a portion of their regular fees until a permitted distribution event occurs under the plan. Each director may direct the investment of the deferred fees among investment options made available by First Fed. We have established a grantor trust to hold the plan investments. Grantor trust assets are considered part of our general assets, and the directors have the status of unsecured creditors of First Northwest with respect to the trust assets. The plan permits the payment of benefits upon a separation from service (on account of termination of service or pre-retirement death or disability), a change in control, an unforeseeable emergency, or upon a date specified by the director, in an amount equal to the value of the director’s account balance (or the amount necessary to satisfy the unforeseeable emergency, in that case). A director may elect, at the time he or she makes a deferral election, to receive the deferred amount and related earnings in a lump sum or in annual installments over a period not exceeding 15 years. A director may subsequently elect to change when or how he or she receives his or her plan benefit if certain required conditions are met. On December 31, 2025, our estimated deferred compensation liability accrual with respect to current non-employee directors under the deferred compensation plan totaled approximately $175,000. We are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. As such, we are subject to the scaled disclosure requirements regarding executive compensation in our proxy statements, including the requirement to include a specific form of Compensation Discussion and Analysis. We have elected to comply with the scaled disclosure requirements; however, additional context is voluntarily provided for certain elements of our named executive officers’ compensation programs. DESCRIPTION OF EXECUTIVE COMPENSATION PROGRAM This section provides a brief overview of our executive compensation program and the process followed by our Compensation Committee in making decisions about executive compensation. Following this discussion are various tables and additional information about the compensation paid or payable to our “named executive officers.” Highlights of our compensation program include:
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| ● | We link a meaningful portion of compensation to performance using short-term (cash) and long-term (equity) compensation to encourage both proactivity and long-term sustainability. |
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| ● | We use a variety of performance metrics to deter excessive risk-taking by eliminating focus on any single performance metric. |
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| ● | Our cash incentive plan is based on financial and operational metrics and goals established at the beginning of the year. Individual goals balance financial performance with strategic objectives. |
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| ● | Starting in 2025, 50% of the named executive officers’ annual long-term incentive awards are performance-based, with vesting contingent of achieving certain financial performance metrics over a three-year period. |
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| ● | We maintain stock ownership and retention guidelines for our CEO and directors. |
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| ● | We grant equity awards that have "double trigger" equity vesting provisions upon a change in control. |
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| ● | We do not provide significant perquisites. |
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| ● | Our named executive officer agreements upon a change-in-control require a “double trigger” to receive severance benefits; there are no gross-up benefits. |
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| ● | We engage an independent compensation consultant. |
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| ● | We have a clawback policy and prohibit hedging and pledging of our stock by our directors and executive officers. |
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COMPENSATION PHILOSOPHY AND OBJECTIVES In general, our executive compensation policies are designed to establish an appropriate relationship between executive pay and our performance. In particular, our executive compensation program is intended to:
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| ● | attract and retain key executives who are vital to our long-term success; |
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| ● | provide levels of compensation competitive with our peers and commensurate with our performance; |
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| ● | compensate executives in ways that inspire and motivate them; and |
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| ● | properly align risk-taking and compensation. |
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COMPENSATION PROGRAM ELEMENTS For several years, our executive compensation program has focused primarily on the following components:
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| PAY ELEMENT | REWARD TARGET | PURPOSE | | Base salary | Core competency in the executive’s role relative to skills, experience, and contributions to First Northwest and First Fed | Provide assurance of specified level of compensation to attract and retain qualified individuals | | Cash incentive | Contributions toward achieving corporate earnings, growth, and risk management objectives | Provide opportunities to receive annual performance-based cash incentive compensation | | Long-term incentive | Contributions toward increasing long-term shareholder value | Promote long-term growth, profitability, and value accretion through performance-and time-vesting stock awards |
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Executive officers may also participate in a deferred compensation plan, the 401(k) Plan, and the ESOP as described in more detail under “Retirement Benefits” below. We have also entered into an employment agreement with Curt Queyrouze that provides for, among other things, severance compensation upon involuntary termination in certain situations, as described under “Employment Agreements and Other Arrangements for Named Executive Officers” below. David Edelstein and Kyle Henderson participate in our Change in Control Plan, which is also described under “Employment Agreements and Other Arrangements for Named Executive Officers” below. In addition, First Fed and First Northwest offer medical and dental insurance coverage, vision care coverage, group life insurance coverage, and long-term disability insurance coverage under welfare and benefit plans in which most employees, including executive officers, are eligible to participate. ROLE OF THE COMPENSATION COMMITTEE The Compensation Committee is responsible for setting the policies and compensation levels for our directors and executive officers. The Committee is responsible for evaluating the performance of the Chief Executive Officer, setting compensation for the role, and for reviewing the Chief Executive Officer’s report regarding the performance of other senior executives. The Chief Executive Officer is not involved in decisions regarding his own compensation. ROLE OF COMPENSATION CONSULTANTS Our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In 2023, the Compensation Committee engaged Meridian Compensation Partners LLC, an independent compensation consultant, to assist with its duties, including providing advice relating to our compensation peer group selection, support and specific analysis regarding compensation data, and recommendations for executive and non-employee director compensation. Meridian reports directly to our Compensation Committee and not to management, is independent from us, and has provided no services to us other than compensation-related services. The Compensation Committee relies in part on the information and advice from Meridian, as well as other industry information and surveys regarding executive and non-employee director compensation, as a market comparison of compensation levels and practices and to assess the competitiveness of our executive and director compensation program. Our Compensation Committee has assessed the independence of Meridian and concluded that there are no conflicts of interest regarding the work that Meridian performs for the Committee. SUMMARY COMPENSATION TABLE The following table presents information regarding the compensation of our President and Chief Executive Officer and our next two most highly compensated executive officers who were serving as executive officers on December 31, 2025. Additionally, information regarding compensation of three former executive officers who separated from First Northwest in 2025 is included below.
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| NAME AND PRINCIPAL POSITION | CALENDAR YEAR | SALARY ($) | ONE-TIME BONUS ($) | STOCK AWARD(1) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | CURT T. QUEYROUZE | President and Chief Executive Officer | 2025 | 133,269 | 100,000 | 393,500 | 0 | 5,117 | 631,886 | | DAVID B. EDELSTEIN | Executive Vice President, Chief Innovation Officer | 2025 | 343,846 | 0 | 91,008 | 53,372 | 12,173 | 500,399 | | | 2024 | 244,808 | 0 | 79,575 | 57,325 | 49,013 | 430,719 | | KYLE D. HENDERSON | Executive Vice President, Chief Credit Officer | 2025 | 278,461 | 0 | 67,921 | 51,756 | 9,839 | 407,977 | | | 2024 | 217,760 | 0 | 71,100 | 23,157 | 7,092 | 319,109 | | GERALDINE L. BULLARD | Former Executive Vice President, Interim Chief Executive Officer and Chief Operating Officer (through February 4, 2026) | 2025 | 379,407 | 250,000 | 155,291 | 0 | 28,554 | 813,253 | | | 2024 | 341,058 | 0 | 104,291 | 48,764 | 33,867 | 527,979 | | MATTHEW P. DEINES | Former President and Chief Executive Officer (through July 12, 2025) | 2025 | 310,734 | 0 | 259,013 | 0 | 546,610 | 1,116,357 | | | 2024 | 514,269 | 0 | 219,487 | 31,433 | 36,409 | 801,599 | | CHRISTOPHER J. RIFFLE | Former Executive Vice President, Chief Strategy Officer / General Counsel (through August 8, 2025) | 2025 | 224,423 | 0 | 91,008 | 0 | 299,879 | 615,310 | | | 2024 | 333,846 | 0 | 102,424 | 47,696 | 22,660 | 506,628 |
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| (1) Represents the aggregate grant date fair value of time-based and performance-based awards granted in the calendar year, computed in accordance with FASB ASC Topic 718 based on the closing price of First Northwest’s common stock on the respective date of grant in 2025.The payout of the Performance Share Awards (“PSAs”) depends on the probable outcome of the performance criteria on the award certification date. Only Messrs. Edelstein and Henderson received PSAs in 2025. For those PSAs, assuming that the highest level of performance condition will be achieved, the grant date fair value for the maximum awards would be as follows: for Mr. Edelstein $50,524 and for Mr. Henderson $37,707. |
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| (2) Reflects amounts earned under the Cash Incentive Plan in the calendar year. The material terms of the Cash Incentive Plan for 2025 are described below under “Cash Incentive Compensation.” |
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| (3) Amounts reported for 2025 that represent “All Other Compensation” for each of the named executive officers are listed in the table below. |
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| NAME | 401(K) MATCHING CONTRIBUTION | ESOP CONTRIBUTIONS | HSA EMPLOYER CONTRIBUTION | OFFICER LIFE INSURANCE | DIVIDENDS ON UNVESTED SHARES OF RESTRICTED STOCK | ANNIVERSARY AWARD(1) | VEHICLE ALLOWANCE | FITNESS ALLOWANCE | GIFT CARD | SEVERANCE | | Curt T. Queyrouze | 0 | 0 | 0 | 1,731 | 0 | 0 | 3,231 | 80 | 75 | 0 | | David B. Edelstein | 10,500 | 0 | 0 | 873 | 700 | 0 | 0 | 0 | 100 | 0 | | Kyle D. Henderson | 5,101 | 2,987 | 500 | 211 | 700 | 0 | 0 | 240 | 100 | 0 | | Geraldine L. Bullard | 10,500 | 7,259 | 500 | 1,334 | 1,173 | 1,447 | 6,000 | 240 | 100 | 0 | | Matthew P. Deines | 7,809 | 7,609 | 1,000 | 271 | 2,541 | 0 | 5,192 | 0 | 25 | 522,163 | | Christopher J. Riffle | 8,164 | 8,211 | 0 | 311 | 1,201 | 0 | 0 | 140 | 25 | 281,827 |
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| (1) Represents a cash award all First Fed employees are eligible for every fifth year of their employment. |
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CASH INCENTIVE COMPENSATION We believe that the opportunity for performance-based pay for officers is a significant factor in aligning the interests of the officers with those of shareholders. The Compensation Committee reviews and approves incentive compensation for the Chief Executive Officer and executive management group on an annual basis to ensure alignment with First Fed business objectives. The Chief Executive Officer is not permitted to be present during any committee deliberations or voting with respect to his compensation. Each named executive officer has a set of predefined goals that consist of annual corporate performance goals and may also include personal goals outlined in the officer’s individual participation agreement. Each participant is assigned a target award level and range that defines their incentive opportunity. Each executive’s actual incentive compensation will be determined by whether the executive exceeds “threshold,” “target,” or “stretch” performance levels. Actual awards will be allocated based on specific performance goals defined for each participant and will range from 0% to 150% of their target incentive opportunity. The Compensation Committee has the discretion to adjust awards as needed to reflect actual or relative performance, the business environment and/or market conditions, or to waive, change or amend any of the Cash Incentive Plan provisions as it deems appropriate. Each participant’s payout is calculated on eligible earnings, as defined in the Cash Incentive Plan, and will be made in a cash lump sum. Due to his hiring date, Mr. Queyrouze is not eligible for the 2025 Executive Cash Incentive Plan. Due to her date of resignation, Ms. Bullard is not eligible for a payout of the 2025 Cash Incentive Plan. The participants under the Cash Incentive Plan include all Executive and Senior Vice Presidents as well as selected First Vice Presidents and Vice Presidents. The Compensation Committee establishes performance goals for all participants. The annual incentive opportunities for the named executive officers, expressed as a percentage of annualized base salary on December 31, 2025, were as follows:
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| EXECUTIVE | BELOW THRESHOLD | THRESHOLD (50%) | TARGET (100%) | STRETCH (150%) | | David Edelstein(1) | 0% | 7.5% | 15% | 22.5% | | Kyle Henderson | 0% | 15% | 30% | 45% |
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(1)Mr. Edelstein had a lower target incentive but also participated in a production-based plan as described below. In 2025, Mr. Edelstein also participated in our production-based incentive plan for selected employees. The cash incentive was calculated based on specified percentages of production metrics for the year ended December 31, 2025, related to selected categories of deposit and loan production. For 2025, the named executive officers’ goals under the Cash Incentive Plan consisted of the goals listed below, which were equally weighted for Mr. Edelstein and Mr. Henderson. The Compensation Committee approved the following corporate performance measures for the named executive officers (dollars in thousands):
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| PERFORMANCE MEASURE(1) | THRESHOLD | TARGET | STRETCH | | Net Income(2) | $6,818,562 | $7,500,418 | $8,250,460 | | Classified Assets / Assets(3) | 0.85% | 0.68% | 0.54% | | Efficiency Ratio(4) | 81.30% | 77.24% | 73.37% | | Net Organic Loan Growth(5) | $28,300,000 | $33,960,000 | $40,752,000 | | Qualitative Assessment(6) | 50% | 100% | 150% |
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| (1) All Cash Incentive payouts are contingent on achieving a Pre-tax, Pre-Provision Net Revenue (PPNR) threshold of $10MM. | | (2) Defined as net income reported on the Consolidated Statements of Operations for the year ended December 31, 2025. | | (3) Defined as total classified assets divided by total assets as of December 31, 2025, expressed as a percentage. | | (4) Defined as non-interest expenses divided by net interest income plus non-interest income less provision for credit losses as of December 31, 2025, expressed as a percentage. | | (5) Defined as year-over-year growth in Gross loans before fees and provision for credit losses, less wholesale lending. | | (6) Defined as fulfillment of individual goals identified in each individual’s 2025 Officer Incentive Plan Participation Agreement. |
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The following table summarizes First Northwest’s results on each performance measure for the year ended December 31, 2025:
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| PERFORMANCE MEASURE(1) | PERFORMANCE ACHIEVED | PAYOUT AS A PERCENTAGE OF TARGET(1) | | Net Income | -$4,191,002 | 0% | | Classified Assets / Assets(2) | 1.08% | 75% | | Efficiency Ratio | 97.27% | 0% | | Net Organic Loan Growth | -$61,056,011 | 0% | | Qualitative Assessment(3) | 150% | 150% |
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(1)The Compensation Committee waived the PPNR threshold for all performance measures in recognition of executive commitment to the Company during 2025. (2)The Compensation Committee applied a 75% result to Classified Assets / Assets as a reflection of significant progress in the area of classified assets during 2025. (3)The Compensation Committee applied a 150% result to Qualitative Assessment in recognition of the performance of current executives during 2025. OUTSTANDING EQUITY AWARDS The purpose of both the First Northwest Bancorp 2015 Equity Incentive Plan (the “2015 Plan”) and the First Northwest Bancorp 2020 Equity Incentive Plan (the “2020 Plan”) is to promote the long-term growth and profitability of First Northwest, to provide plan participants with an incentive to achieve corporate objectives, to attract and retain individuals of outstanding competence, and to provide plan participants with incentives that are closely linked to the interests of all shareholders of First Northwest. The 2015 Plan was approved by shareholders in 2015. Shares of restricted stock granted under the 2015 Plan had a five-year vesting schedule. Any unvested shares held by departing named executive officers prior to the completion of the vesting schedule are forfeited. The 2020 Plan was approved by shareholders at the Annual Meeting in May 2020 and provides for the grant of a variety of equity- based awards to eligible participants. Named executive officers are eligible for annual grants of shares of restricted stock with a three-year vesting schedule. Unvested shares held by departing named executive officers are forfeited and returned to the 2020 Plan pool. In 2024, the Compensation Committee adopted a long‑term incentive program (“LTIP”), effective for the 2025 incentive compensation year, to align executive compensation with long‑term shareholder value creation and market practices among publicly traded banking institutions. The LTIP delivers long‑term incentive compensation through equity awards issued under the 2020 Plan, with target award value allocated equally between (i) PSAs, which vest based on achievement of specified financial performance objectives over a three‑year performance period, and (ii) time‑based Restricted Stock Awards (“RSAs”), which vest ratably over three years, subject to continued service. For the 2025 incentive compensation year, the Compensation Committee granted long‑term equity awards to Mr. Edelstein and Mr. Henderson with a target value equal to 25% of each executive’s base salary. Each award was allocated equally between PSAs and RSAs, consistent with the LTIP design. Due to his hiring date, Mr. Queyrouze was not eligible to receive a long‑term incentive award for the 2025 incentive compensation year. The PSAs granted in 2025 are subject to a four‑year performance period covering fiscal years 2024 through 2027, with full‑year 2023 results serving as the baseline measurement period, and vesting scheduled in March 2028. PSA vesting is based on the Company’s three‑year compound annual growth rate (“CAGR”) in earnings per share (“EPS”), measured relative to a peer group of community banks. Performance levels are established at the 25th percentile (threshold), 50th percentile (target), and 75th percentile (stretch) of the peer group. PSA payouts are subject to a Total Shareholder Return (“TSR”) modifier, which measures the Company’s three‑year average TSR relative to the same peer group. The TSR modifier applies as follows: if TSR performance is below the 25th percentile, earned PSA shares are reduced by 15%; if TSR performance exceeds the 75th percentile, earned PSA shares are increased by 15%; and if TSR performance is between the 50th and 75th percentiles, no adjustment is applied. Because First Northwest has not yet completed the first performance cycle under the LTIP, no PSA payouts were earned for the 2025 incentive compensation year. Accordingly, realizable compensation under the LTIP remains fully at risk and contingent on sustained long‑term performance and continued service, reinforcing First Northwest’s pay‑for‑performance philosophy. The following information with respect to outstanding stock awards as of December 31, 2025, is presented for the named executive officers. Mr. Deines and Mr. Riffle did not have any outstanding stock awards after their respective separation dates. As a result of Ms. Bullard resignation effective February 4, 2026, she maintains one outstanding stock award reflected below.
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| | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) ($) | NUMBER OF UNEARNED SHARES, UNITS OF OTHER RIGHTS THAT HAVE NOT VESTED(2) (#) | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED(1) ($) | | Curt T. Queyrouze | 09/30/2025(3) | 50,000 | 469,000 | 0 | 0 | | Geraldine L. Bullard | 07/13/2025(4) | 7,500 | 70,350 | 0 | 0 | | David B. Edelstein | 05/07/2024(5) | 5,000 | 46,900 | 0 | 0 | | | 03/07/2025(6) | 3,863 | 36,235 | 4,821 | 45,221 | | Kyle D. Henderson | 09/07/2023(7) | 700 | 6,566 | 0 | 0 | | | 07/07/2024(8) | 5,000 | 46,900 | 0 | 0 | | | 03/07/2025(6) | 2,883 | 27,043 | 3,598 | 33,749 |
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| (1) Market value is based on the per share closing price of First Northwest’s stock on December 31, 2025, of $9.38. |
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| 2 | Vests in early 2028 based on 2024-2027 performance. The number of shares reported assumes achievement of stretch performance levels without application of the TSR modifier described above | | 3 | Vests in three equal annual installments beginning September 30, 2026. |
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| 4 | Vests in full on July 13, 2026. |
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| 5 | Vests in two equal annual installments beginning May 7, 2026. |
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| 6 | Vests in three equal annual installments beginning March 7, 2026. |
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| 7 | Vests in full on September 7, 2026. |
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| 8 | Vests in two equal annual installments beginning July 7, 2026. |
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The 2015 Plan and the 2020 Plan both provide for accelerated vesting of awards in the event of a recipient’s death or disability, or a change in control. Unvested awards will become exercisable or vest upon the date of the recipient’s death or disability. With respect to a change in control, unvested awards will become exercisable or vest only if the participant experiences an involuntary termination within 365 days following the change in control event, or the acquiring company does not either assume the outstanding award or replace the outstanding award with an equivalently valued award. OPTIONS POLICY First Northwest did not, during the year ended December 31, 2025, grant new awards of stock options, stock appreciation rights or similar option-like instruments and does not have a current practice of doing so. Accordingly, it does not have a policy on the timing of awards of such instruments in relation to the disclosure of material nonpublic information. In the event First Northwest determines to grant new awards of such instruments, the Board expects to evaluate appropriate steps to take in relation to the foregoing. First Northwest has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. PAY VERSUS PERFORMANCE The following table presents information regarding our executive compensation pay relative to corporate performance of our principal executive officer (“PEO”) and non-PEO named executive officers (“NEOs”) for 2023, 2024, and 2025. During 2025, Mr. Deines served as PEO from January 1 to July 12; Ms. Bullard served as PEO from July 12 to September 16, and Mr. Queyrouze served as PEO from September 17 through December 31. Accordingly, Summary Compensation Table Total for PEO and Compensation Actually Paid to PEO below are presented separately for each, with Mr. Deines shown as “PEO #1,” Ms. Bullard shown as “PEO #2,” and Mr. Queyrouze shown as “PEO #3.” For purposes of the relationship disclosure below, compensation actually paid to the PEOs during 2025 is discussed on an aggregated basis.
Shareholder Recommendations for Director Nominees
| YEAR(1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO #1 ($)(2) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO #2 ($)(2) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO #3 ($)(2) | COMPENSATION ACTUALLY PAID TO PEO #1 ($)2 3 | COMPENSATION ACTUALLY PAID TO PEO #2 ($)2 3 | COMPENSATION ACTUALLY PAID TO PEO #3 ($)2 3 | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON TOTAL SHAREHOLDER RETURN ($) | NET INCOME (IN THOUSANDS) ($) | | 2025(1) | 1,116,357 | 813,253 | 631,886 | 1,031,578 | 809,180 | 707,386 | 507,895 | 486,428 | 64.89 | (4,191) | | 2024(2) | 801,599 | - | - | 888,003 | - | - | 545,643 | 571,797 | 69.95 | (6,613) | | 2023(3) | 598,644 | - | - | 619,516 | - | - | 388,507 | 395,699 | 106.08 | 2,286 |
Shareholder Recommendations for Director Nominees
(1) In 2025, Mr. Riffle, Mr. Edelstein, and Mr. Henderson were our Non-PEO NEOs. In 2024, Mr. Derek Brown, Ms. Bullard and Mr. Christopher Neros were our Non-PEO NEOs. In 2023, Mr. Riffle and Mr. Neros were our Non-PEO NEOs. (2) Compensation for each PEO is reflected in the columns corresponding to the following: Mr. Deines shown as “PEO #1,” Ms. Bullard shown as “PEO #2,” and Mr. Queyrouze shown as “PEO #3.” (3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by First Northwest’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in the tables below. Compensation Actually Paid reflects adjustments to the values of awards of restricted shares shown in the Summary Compensation Table as set forth in the tables below.
Shareholder Recommendations for Director Nominees
| PEO | YEAR | SUMMARY COMPENSATION TABLE TOTAL ($) | INCREASE FOR YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AT YEAR-END ($) | CHANGE IN FAIR VALUE OF UNVESTED EQUITY AWARDS FROM PRIOR YEAR- END TO CURRENT YEAR-END ($) | CHANGE IN FAIR VALUE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FROM PRIOR YEAR-END TO VESTING DATE ($) | DIVIDENDS PAID ON AWARDS DURING YEAR PRIOR TO VESTING DATE ($) | DEDUCTION FOR FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT WERE FORFEITED DURING YEAR ($) | COMPENSATION ACTUALLY PAID ($) | | PEO #1 | 2025 | 1,116,357 | 0 | (2,731) | 10,536 | 2,541 | (95,125) | 1,031,578 | | PEO #2 | 2025 | 813,253 | (1,600) | (3,633) | 53 | 1,173 | 0 | 809,180 | | PEO #3 | 2025 | 631,886 | 75,500 | 0 | 0 | 0 | 0 | 707,386 |
Shareholder Recommendations for Director Nominees
| NON-PEO NEOS YEAR | AVERAGE SUMMARY COMPENSATION TABLE TOTAL ($) | AVERAGE INCREASE FOR YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AT YEAR-END ($) | AVERAGE CHANGE IN FAIR VALUE OF UNVESTED EQUITY AWARDS FROM PRIOR YEAR-END TO CURRENT YEAR-END ($) | AVERAGE CHANGE IN FAIR VALUE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FROM PRIOR YEAR-END TO VESTING DATE ($) | AVERAGE DIVIDENDS PAID ON AWARDS DURING YEAR PRIOR TO VESTING DATE ($) | AVERAGE DEDUCTION FOR FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT WERE FORFEITED DURING YEAR ($) | AVERAGE COMPENSATION ACTUALLY PAID ($) | | 2025 | 507,895 | (5,561) | (4,114) | 2,137 | 867 | (14,797) | 486,428 |
Shareholder Recommendations for Director Nominees
Compensation Actually Paid (“CAP”) to our PEOs and Non-PEO NEOs was higher in 2025 than in 2024, due to one-time payments made to Mr. Deines, Ms. Bullard, and Mr. Riffle. For additional information, please see the Outstanding Equity Award section above. RETIREMENT BENEFITS To encourage the retention of qualified officers, we offer a deferred compensation plan whereby certain officers may defer all or a portion of their annual salary until a permitted distribution event occurs under the plan. Each officer may direct the investment of the deferred salary among investment options made available by First Fed. We have established a grantor trust to hold the plan investments. Grantor trust assets are considered part of our general assets, and the officers have the status of unsecured creditors of First Fed with respect to the trust assets. The plan permits the payment of benefits upon a separation from service (whether on account of termination of employment or pre-retirement death or disability), a change in control, an unforeseeable emergency, or upon a date specified by the officer, in an amount equal to the value of the officer’s account balance (or the amount necessary to satisfy the unforeseeable emergency, in that case). An officer may elect, at the time of the deferral election, to receive the deferred amount and related earnings in a lump sum or in annual installments over a period not exceeding 15 years. An officer may subsequently elect to change when or how he or she receives his or her plan benefit if certain required conditions are met. Currently, none of our named executive officers participate in this plan. We currently offer a qualified, tax-exempt savings plan to eligible employees with a cash or deferred feature qualifying under Section 401(k) of the Code. Participants are permitted to make pre-tax contributions to the 401(k) Plan of up to a maximum of $23,500 in 2025. In addition, participants who have attained age 50 may defer an additional $8,000 annually as a 401(k) “catch-up” contribution. First Fed matches 50% of the first six percent of participants’ contributions to the 401(k) Plan, including catch-up contributions. All participant 401(k) contributions, rollovers, and earnings are fully and immediately vested. Matching contributions and related earnings vest at a rate of 25% after one year of employment, 50% after two years of employment, 75% after three years of employment, and 100% after four years of employment. In connection with the conversion of First Fed from the mutual to the stock form of organization, we established an employee stock ownership plan (the “ESOP”). The ESOP provides eligible employees a beneficial interest in First Northwest and an additional retirement benefit in the form of First Northwest common stock. Participants will have a nonforfeitable interest in their individual account based on a vesting schedule of 25% after one year of employment, 50% after two years of employment, 75% after three years of employment, and 100% after four years of employment. EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS FOR NAMED EXECUTIVE OFFICERS