Independent
Tenure on this board
1.9 yrs
Meeting calendar
FSBW · Annual meeting · Thursday, May 21, 2026
Fs Bancorp Inc
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.
Market cap
$323M
1Y TSR
+10.3%
Board grade
B
Record date
Mar 20, 2026
Filing
DEF 14A
Meeting concluded · May 21, 2026
Follow how the vote landed and what changed on Fs Bancorp Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElection of two directors (Terri L. Degner and Michael J. Mansfield) to serve three-year terms.
- 2
Advisory (non-binding) Approval of Executive Compensation
ManagementBoard: FORNon-binding shareholder vote to approve compensation of named executive officers as disclosed in the proxy statement (say-on-pay).
More detail
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.
- 3
Adoption of the FS Bancorp, Inc. 2026 Equity Incentive Plan
ManagementBoard: FORApprove the 2026 Equity Incentive Plan reserving 315,000 shares for awards including options, restricted stock and RSUs, replacing the 2018 plan.
More detail
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.
- 4
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s appointment of Baker Tilly US, LLP as FS Bancorp’s independent registered public accounting firm for fiscal 2026.
Director elections
Nominees on the ballot2
Independent
Tenure on this board
18.6 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 18.4% | 997,943 | $39M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 7.4% | 398,226 | $15M |
| 3 | De Lisle Partners LLP | 7.2% | 391,651 | $15M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 6.0% | 325,253 | $13M |
| 5 | BlackRock, Inc. | 4.8% | 258,653 | $10M |
| 6 | Pacific Ridge Capital Partners, LLC | 3.8% | 208,094 | $8M |
| 7 | TCW GROUP INC | 2.8% | 152,029 | $6M |
| 8 | ALLIANCEBERNSTEIN L.P. | 2.7% | 144,839 | $6M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 130,573 | $5M |
| 10 | STATE STREET CORP | 2.4% | 128,305 | $5M |
Peers
Nearest market capOther Financial Services sector meetings6
Upcoming shareholder meetings at Fs Bancorp Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Reference
Frequently asked questions
- When is the Fs Bancorp Inc 2026 annual meeting?
- Fs Bancorp Inc (FSBW) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.
- What is the record date for the Fs Bancorp Inc 2026 meeting?
- The record date for the Fs Bancorp Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Fs Bancorp Inc's 2026 meeting?
- The board is presenting 2 director nominees at the Fs Bancorp Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Fs Bancorp Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Fs Bancorp Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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