Independent
Tenure on this board
1.7 yrs
2 nominees · 4 ballot items.
Election of two directors; advisory approval of executive compensation; adoption of the 2026 Equity Incentive Plan; ratification of Baker Tilly as independent registered public accounting firm.
Election of two directors (Terri L. Degner and Michael J. Mansfield) to serve three-year terms.
Non-binding shareholder vote to approve compensation of named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks shareholders to endorse, on a non-binding basis, the compensation of FS Bancorp’s named executive officers as disclosed in the proxy statement. Management frames executive pay as aligned with company performance, emphasizing pay-for-performance elements including annual cash incentives, long-term equity awards, clawback provisions, stock ownership policies, and independent committee oversight with an independent compensation consultant. The Board and Compensation Committee recommend a FOR vote because they believe the program supports retention, aligns executive and shareholder interests, reflects competitive market practice, includes governance safeguards (no option repricing, double-trigger change in control vesting, clawbacks, and insider trading prohibitions), and because prior shareholder feedback (92.9% support in 2025) indicates shareholder approval. The vote is non-binding but will inform future compensation decisions; factors relevant to evaluation include the company's financial performance (net income, net interest margin, tangible book value growth), governance structures, and potential dilution from equity awards. The proposal does not modify pay but allows shareholders to express support or opposition to disclosed compensation.
Approve the 2026 Equity Incentive Plan reserving 315,000 shares for awards including options, restricted stock and RSUs, replacing the 2018 plan.
The proposal asks shareholders to approve a comprehensive equity compensation plan that would reserve 315,000 shares (~4.2% of outstanding shares) for grants of incentive stock options, non-qualified options, restricted stock, and restricted stock units, and to replace the nearly depleted 2018 plan. Management is seeking approval to ensure the company can continue to attract and retain employees and align long-term incentives with shareholder interests; the Board emphasizes governance safeguards including independent committee administration, minimum one-year vesting limits, prohibition on option repricing, no discounted options, dividend equivalents contingent on vesting, double-trigger vesting on change in control, clawback provisions, and limitations on liberal share counting. The plan would add ~14.4% overhang when combined with outstanding awards and available shares; shareholders should weigh potential dilution (~4.2% added reserve, 14.4% total overhang), the plan’s governance protections, and the company’s historical grant practices and compensation philosophy in deciding how to vote. The Board recommends a FOR vote due to the need for additional share capacity to support competitive long-term incentive programs and alignment of management and shareholder interests.
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP as FS Bancorp’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 18.43% | 997,943 | $39M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 7.35% | 398,226 | $15M |
| 3 | De Lisle Partners LLP | 7.23% | 391,651 | $15M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 6.01% | 325,253 | $13M |
| 5 | BlackRock, Inc. | 4.78% | 258,653 | $10M |
| 6 | Pacific Ridge Capital Partners, LLC | 3.84% | 208,094 | $8M |
| 7 | TCW GROUP INC | 2.81% | 152,029 | $6M |
| 8 | ALLIANCEBERNSTEIN L.P. | 2.68% | 144,839 | $6M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.41% | 130,573 | $5M |
| 10 | STATE STREET CORP | 2.37% | 128,305 | $5M |
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