PROXY STATEMENT 2025
LETTER FROM OUR PRESIDENT AND CEO
April 8, 2025
DEAR SHAREHOLDER:
On behalf of the Board of Directors and management of First Northwest Bancorp, you are cordially invited to the 2025 Annual Meeting of Shareholders. This year's meeting will be held in person at 4:00 p.m. (Pacific Time) on Tuesday, May 20, 2025. The meeting will be held again this year at Field Arts and Events Hall, 201 W. Front Street, Port Angeles, Washington 98362.
The enclosed Proxy Statement outlines the matters set for a vote at this year's Annual Meeting of Shareholders. We encourage you to participate in this important event, where the Board of Directors and management team will share insights on current operations and provide a forum for your questions and feedback. Regardless of whether you can attend, your vote is essential. To ensure your shares are represented, please submit your proxy promptly (1) by voting online, (2) by calling the designated phone number, or (3) if you received paper materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.
Economic conditions presented challenges for First Northwest and many other financial services providers last year, but it was also a year of progress and adaptability for us. As we continue to navigate the dynamic geo‐political and economic environment, we are steadfast in our commitment to financial partnership with our clients, innovation, and delivering exceptional service. This year, we are focused on improving our mix of deposits, expanding loan production, and maximizing operating efficiencies through technology. We are excited about the road ahead and confident in our ability to enhance shareholder value while upholding our mission of improving the lives of those we serve.
Thank you for your ongoing support and trust. We look forward to seeing you at this year's Annual Meeting.
Sincerely,
Matthew P. Deines
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The Board of Directors of First Northwest Bancorp (the "Board") is distributing this Proxy Statement to solicit proxies from our shareholders for use at our 2025 Annual Meeting of Shareholders. We first provided electronic access to this Proxy Statement, a form of proxy card, and our Annual Report to our shareholders on or about April 8, 2025.
Meeting Date: May 20, 2025 | Meeting Location: Field Arts and Events Hall |
Meeting Time: 4:00 p.m. (Pacific Time) | 201 W. Front Street |
Port Angeles, Washington 98362 | |
Record Date: March 21, 2025 | |
This year's Annual Meeting will be in person. You will be able to attend and participate in the Annual Meeting at the time, date, and location shown above.
ANNUAL MEETING BUSINESS
PROPOSAL 1 - Election of nine directors to serve a one‐year term;
PROPOSAL 2 - Approval of the Second Amended and Restated Articles of Incorporation of First Northwest Bancorp to, among other things, remove supermajority voting provisions and permit removal of directors by the shareholders with or without cause;
PROPOSAL 3 - An advisory (non‐binding) vote to approve the compensation of our named executive officers, as disclosed in this Proxy Statement; and
PROPOSAL 4 - Ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for the year ending December 31, 2025.
YOUR VOTE IS IMPORTANT. We urge you to read this Proxy Statement carefully. Whether or not you plan to attend the Annual Meeting, we urge you to vote promptly through the Internet, by telephone, or by mail. This will ensure the presence of a quorum at the meeting. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail. You can request to receive proxy materials by mail or e‐mail as well. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form will save us the expense and extra work of additional solicitation. If you are a shareholder of record and vote at the Annual Meeting, your proxy will not be used.
By Order of the Board of Directors
Allison R. Mahaney, SVP
General Counsel / Corporate Secretary
Port Angeles, Washington
April 8, 2025
TABLE OF CONTENTS | |
PROXY SUMMARY | 1 |
CORPORATE RESPONSIBILITY | 2 |
PRINCIPAL SHAREHOLDERS | 3 |
BENEFICIAL OWNERSHIP BY DIRECTORS AND NAMED EXECUTIVE OFFICERS | 4 |
PROPOSAL 1: Election of Directors………………………………………………………………………………………. | 5 |
Information Regarding Nominees for Election | 6 |
CORPORATE GOVERNANCE AND BOARD MATTERS | 11 |
DIRECTOR COMPENSATION | 15 |
EXECUTIVE COMPENSATION | 16 |
Summary Compensation Table | 18 |
Cash Incentive Compensation | 18 |
Outstanding Equity Awards | 20 |
Pay Versus Performance | 21 |
Retirement Benefits | 22 |
Employment Agreements for Named Executive Officers…………………………………………………. | 23 |
PPROPOSAL 2: Approval of Second Amended and Restated Articles of Incorporation…………. | 25 |
PROPOSAL 3: Advisory Vote to Approve Executive Compensation ………………………………………. | 26 |
AUDIT COMMITTEE REPORT | 27 |
PROPOSAL 4: Ratification of Appointment of Independent Auditor ……………………………………. | 28 |
SHAREHOLDER PROPOSALS | 29 |
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING .... | 29 |
DELINQUENT SECTION 16(A) REPORTS ………………………………………………………………………………… | 32 |
MISCELLANEOUS | 32 |
The information provided in this Proxy Statement relates to First Northwest Bancorp and its wholly owned subsidiary, First Fed Bank. First Northwest Bancorp may also be referred to as "First Northwest," and First Fed Bank may also be referred to as "First Fed" or the "Bank." References to "we," "us," and "our" refer to First Northwest and, as the context requires, First Fed.
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information you should consider before casting your vote. Please read this entire Proxy Statement carefully before voting. On or about April 8, 2025, we provided electronic access to our proxy materials and mailed to our shareholders the Notice of Availability of Proxy Materials, which contains instructions on how to access the Proxy Statement and our Annual Report via the Internet and how to vote online.
Information About the | DATE | TIME |
Tuesday, May 20, 2025 | 4:00 p.m. (Pacific Time) | |
Annual Meeting | ||
How to Vote | BY INTERNET | BY PHONE |
Vote your shares at | Call toll‐free number at | |
www.proxydocs.com/FNWB | 1‐866‐256‐0967 | |
LOCATION
201 W. Front Street
Port Angeles, Washington 98362
BY MAIL
Mark, sign, and date your proxy card in the enclosed envelope
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
At the meeting, you will be asked to consider and vote upon the following proposals:
BOARD VOTE | PAGE | ||
MATTER | REFERENCE | ||
RECOMMEND | |||
(FOR MORE | |||
ATION | |||
DETAIL) | |||
Proposal 1 | Election of nine directors to serve a one‐year term; | FOR | 5 |
each nominee | |||
Proposal 2 | Approval of the Second Amended and Restated Articles of Incorporation of First | FOR | 25 |
Northwest Bancorp to, among other changes, remove supermajority voting provisions | |||
and permit removal of directors by the shareholders with or without cause; | |||
Proposal 3 | An advisory (non‐binding) vote to approve the compensation of our named executive | FOR | 26 |
officers, as disclosed in this Proxy Statement; and | |||
Proposal 4 | Ratification of the appointment of Moss Adams LLP as our independent registered | FOR | 28 |
public accounting firm for the year ending December 31, 2025. |
BOARD NOMINEES | CORE COMPETENCIES (OF 9 NOMINEES) | ||
YEAR FIRST | |||
ELECTED OR | |||
APPOINTED | |||
NAME | GENDER | DIRECTOR1 | |
Sherilyn G. Anderson | Female | 2020 | |
Johanna A. Bartee | Female | 2025 | |
Dana D. Behar | Male | 2015 | |
Sean P. Brennan | Male | 2024 | |
Matthew P. Deines | Male | 2019 | |
Cindy H. Finnie | Female | 2012 | |
Gabriel S. Galanda | Male | 2021 | |
Lynn A. Terwoerds | Female | 2023 | |
Norman J. Tonina, Jr. | Male | 2013 |
1 Years prior to 2015 include service on Board of Directors of First Fed.
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CORPORATE RESPONSIBILITY
First Northwest Bancorp is committed to driving long‐term business growth and fostering sustainable communities. We believe that strong corporate citizenship enhances our ability to seize new opportunities by aligning our efforts with the evolving needs of our stakeholders. Below is a summary of our recent initiatives aimed at improving the lives of those we serve.
EMPOWERING OUR PEOPLE
At First Northwest, we recognize that cultivating a sense of belonging in our workplace is fundamental to our success. In 2024, we renewed our commitment to being an outstanding place to work by:
- Hosting a company‐wide teambuilding day in which groups of employees volunteered for local non‐profits during the workday;
- Fully implementing our return‐to‐office initiative; and
- Undertaking a company‐wide initiative to improve employee engagement.
CULTIVATING OUR COMMUNITIES
We are proud to report another year of continuing commitment to our communities was realized in 2024 through:
- Nearly 6,000 hours of employee‐donated volunteering for local organizations;
- Over $1 million in funding from First Fed and the First Fed Foundation to local organizations; and
- 143 in‐kind donations, sponsorships, and financial support contributions to organizations in our communities, from youth sports to capital fundraising campaigns.
STRENGTHENING OUR GOVERNANCE CULTURE
Our dedication to corporate excellence is reflected in our continuous efforts to uphold strong governance practices that benefit our shareholders as well as our customers, employees, and the communities we serve. We actively work to enhance our governance programs and policies, ensuring alignment with industry best practices, the needs of our business, and our stakeholders. Additionally, our Board remains committed to shareholder interests, including the ongoing efforts to eliminate supermajority shareholder voting provisions, reinforcing our dedication to transparency, accountability, and long‐term value creation.
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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 21, 2025 (the "Record Date"):
NAME AND ADDRESS | NUMBER OF SHARES | PERCENT OF SHARES |
BENEFICIALLY OWNED | OUTSTANDING (%) | |
Fourthstone LLC | 928,5031 | 9.84 |
575 Maryville Centre Drive, Suite 110 | ||
St. Louis, Missouri 63141 | ||
First Northwest Bancorp Employee Stock Ownership Plan | 908,7822 | 9.63 |
105 W. Eighth Street | ||
Port Angeles, Washington 98362 | ||
FMR LLC | 841,4543 | 8.91 |
245 Summer Street | ||
Boston, Massachusetts 02110 | ||
Private Capital Management, LLC | 541,8664 | 5.74 |
8889 Pelican Bay Boulevard, Suite 500 | ||
Naples, Florida 34108 |
- Based on information contained in the Form 13F filed on February 13, 2025, reporting sole voting and dispositive power as to all shares by Fourthstone LLC.
- 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.
-
Based on information contained in the Form 13F filed on February 13, 2025, reporting sole voting and dispositive power as to all shares by
FMR LLC. - Based on information contained in the Form 13F filed on February 13, 2025, reporting sole voting and dispositive power as to 173,793 shares and shared voting and dispositive power as to 368,073 shares.
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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 (the "401(k) Plan").
As of the Record Date, there were 9,440,618 shares of First Northwest common stock outstanding.
NUMBER OF | PERCENT OF | |
SHARES | SHARES | |
NAME | BENEFICIALLY | OUTSTANDING |
OWNED | (%) | |
Directors | ||
Sherilyn G. Anderson | 12,4111 | * |
Johanna A. Bartee | 6,9902 | * |
Dana D. Behar | 137,6863 | 1.46% |
Sean P. Brennan | 11,3234 | * |
Cindy H. Finnie | 39,2485 | * |
Gabriel S. Galanda | 9,0336 | * |
Lynn A. Terwoerds | 11,0607 | * |
Norman J. Tonina, Jr. | 40,8478 | * |
Named Executive Officers | ||
Derek J. Brown | 27,0449 | * |
Geraldine L. Bullard | 31,39210 | * |
Matthew P. Deines** | 132,02211 | 1.40% |
Christopher W. Neros | 16,49912 | * |
All current directors and executive officers as a group (15 persons) | 521,33013 | 5.47% |
- Less than one percent of shares outstanding. ** Mr. Deines is also a Director of First Northwest.
- Includes 2,219 shares of restricted stock as to which Ms. Anderson has voting power.
- Includes 6,990 shares of restricted stock as to which Ms. Bartee has voting power.
- Includes 19,852 shares held jointly with spouse and 2,219 shares of restricted stock as to which Mr. Behar has voting power.
- Includes 9,323 shares of restricted stock as to which Mr. Brennan has voting power.
- Includes 2,219 shares of restricted stock as to which Ms. Finnie has voting power.
- Includes 2,219 shares of restricted stock as to which Mr. Galanda has voting power.
- Includes 3,293 shares of restricted stock as to which Ms. Terwoerds has voting power.
- Includes 2,219 shares of restricted stock as to which Mr. Tonina has voting power.
- Includes 7,320 units held in the ESOP to which Mr. Brown has voting power.
- Includes 10,881 shares of restricted stock as to which Ms. Bullard has voting power and 2,431 shares held in the ESOP.
- Includes 23,636 shares of restricted stock as to which Mr. Deines has voting power, 13,609 units held in the 401(k) Plan, and 3,651 shares held in the ESOP.
- Includes 10,467 shares of restricted stock as to which Mr. Neros has voting power and 775 shares held in the ESOP.
- Includes a total of 36,361shares of restricted stock as to which four additional executive officers have voting power, as well as 5,748 units in the ESOP for their account. Units consist of shares of First Northwest common stock and a liquidity cash component.
5
PROPOSAL 1:
ELECTION OF DIRECTORS
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.
AGE AS OF | YEAR FIRST ELECTED OR | ||
NAME | GENDER | DECEMBER 31, 2024 | APPOINTED DIRECTOR1 |
Sherilyn G. Anderson | Female | 65 | 2020 |
Johanna A. Bartee | Female | 43 | 2025 |
Dana D. Behar | Male | 62 | 2015 |
Sean P. Brennan | Male | 62 | 2024 |
Matthew P. Deines | Male | 51 | 2019 |
Cindy H. Finnie | Female | 74 | 2012 |
Gabriel S. Galanda | Male | 48 | 2021 |
Lynn A. Terwoerds | Female | 60 | 2023 |
Norman J. Tonina, Jr. | Male | 60 | 2013 |
1 For years prior to 2015, includes service on the Board of Directors of First Fed.
The Board of Directors unanimously recommends a vote
FOR the election of all directors.
6
