Sector: Financials
NORTHRIM BANCORP INC · Meeting: May 28, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 1991; no overboarding, no attendance issues, and NRIM's 3-year total return of +144.5% outperforms the community bank benchmark (QABA — First Trust NASDAQ ABA Community Bank Index) by +81.3 percentage points, well above the 65-point threshold required to trigger an against vote.
Director since 2014; no overboarding (holds seats at International Tower Hill Mines and NRIM, within limits), all attendance requirements met, and strong stock outperformance vs. QABA means the TSR trigger does not apply.
Director since 2024; joined within the past 24 months and is therefore exempt from the TSR performance trigger under policy, and no other flags apply.
CEO and director since 2024; joined within the past 24 months and is exempt from the TSR trigger, all attendance requirements met, and no independence or overboarding concerns arise; Say on Pay evaluated separately.
Director since 2015; no overboarding, attendance requirements met, and NRIM's strong outperformance versus QABA means the TSR trigger does not apply.
Director since 2021; no overboarding, attendance requirements met, and NRIM's strong outperformance versus QABA means the TSR trigger does not apply.
Director since 2011 and audit committee financial expert (former KPMG audit partner); no overboarding, attendance requirements met, and NRIM's strong outperformance versus QABA means the TSR trigger does not apply.
Director since 2015; no overboarding, attendance requirements met, and NRIM's strong outperformance versus QABA means the TSR trigger does not apply.
Director since 2023; no overboarding, attendance requirements met, and NRIM's strong outperformance versus QABA means the TSR trigger does not apply.
Director since 2018; no overboarding, attendance requirements met, and NRIM's strong outperformance versus QABA means the TSR trigger does not apply.
Director since 2002 and CPA with deep financial expertise; no overboarding, attendance requirements met, and NRIM's strong outperformance versus QABA means the TSR trigger does not apply.
Director since 2014; no overboarding, attendance requirements met, and NRIM's strong outperformance versus QABA means the TSR trigger does not apply.
All twelve director nominees receive a FOR vote. NRIM's 3-year total return of +144.5% outperforms the community bank benchmark QABA — First Trust NASDAQ ABA Community Bank Index by +81.3 percentage points, which is above the 65-point threshold required to trigger an against vote under the strong-positive TSR tier, so the TSR trigger does not apply to any director. No director has attendance, overboarding, independence, or qualification concerns; two directors (Hegna and Huston) joined within the past 24 months and are also independently exempt from the TSR trigger.
CEO
Michael G. Huston
Total Comp
$1,491,789
Prior Support
98%%
CEO total compensation of $1,491,789 is reasonable for a community bank CEO at a ~$545M market cap company, with a salary of $572,039 and meaningful variable pay components including a profit-sharing bonus of $386,126 and stock awards of $358,133, meaning variable pay (bonus plus equity) represents roughly 50% of total pay — just meeting the policy's pay-mix threshold. The incentive structure has genuine performance conditions: the profit-sharing plan is tied to budget-versus-actual pre-tax income and peer return-on-assets rankings, and long-term stock awards are split 50/50 between time-vesting and performance units benchmarked against a peer bank index over three years, which are meaningful conditions rather than guaranteed pay. With 98% shareholder support in the prior year's say-on-pay vote, a strong clawback policy in place, and total shareholder returns that dramatically outpace the community bank peer group, no policy trigger for a No vote is met.
Auditor
Baker Tilly US LLP
Tenure
N/A
Audit Fees
$679,250
Non-Audit Fees
$159,461
Non-audit fees (tax return preparation fees of $159,461) represent approximately 23.5% of total audit and audit-related fees ($655,750 + $23,500 = $679,250), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so no tenure trigger fires; and no material restatements are noted, so no policy trigger is met.
Meeting held May 28, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Aaron M. Schutt | 99.4% | 14.9M | 88,630 | ✓ Elected |
| Shauna Z. Hegna | 99.4% | 14.9M | 93,750 | ✓ Elected |
| Marilyn F. Romano | 99.1% | 14.8M | 136,074 | ✓ Elected |
| Joseph P. Marushack | 99.0% | 14.8M | 145,612 | ✓ Elected |
| Krystal M. Nelson | 98.4% | 14.7M | 241,247 | ✓ Elected |
| Karl L. Hanneman | 98.4% | 14.7M | 241,717 | ✓ Elected |
| Michael G. Huston | 98.3% | 14.7M | 255,756 | ✓ Elected |
| Linda C. Thomas | 98.2% | 14.7M | 263,503 | ✓ Elected |
| David W. Karp | 98.2% | 14.7M | 269,526 | ✓ Elected |
| Anthony J. Drabek | 97.5% | 14.6M | 380,750 | ✓ Elected |
| David J. McCambridge | 97.4% | 14.6M | 388,282 | ✓ Elected |
| John C. Swalling | 94.9% | 14.2M | 757,187 | ✓ Elected |
Broker non-votes: 2.5M
Say on Pay
For 14.4M · Against 444,250 · Abstain 155,784
Auditor Ratification
For 17.3M · Against 105,449 · Abstain 39,532
Other Proposals
Proposal 2
Approval of the First Amendment to the Northrim BanCorp, Inc. 2025 Stock Incentive Plan
The 2026 Northrim BanCorp annual meeting features four proposals: election of twelve directors, an equity plan amendment for director participation, a say-on-pay advisory vote, and auditor ratification. All standard proposals (director elections, say on pay, and auditor ratification) receive FOR votes — NRIM's outstanding stock performance versus the QABA — First Trust NASDAQ ABA Community Bank Index, a well-structured executive pay program with meaningful performance conditions, strong prior shareholder support, and clean auditor fee ratios leave no policy triggers that would support an against vote on any item.
14 companies disclosed in 2026 proxy filing
