WASHINGTON FEDERAL, INC.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURNCAST YOUR VOTE AS SOON AS POSSIBLE. INSTRUCTIONS ON HOW TO VOTE VIA THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED.INTERNET, TELEPHONE OR BY MAIL ARE CONTAINED BELOW UNDER "PROXY VOTING." IF YOU ATTEND THIS MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
The proxy solicited hereby, if properly signed and returned and not revoked prior to its use, will be voted in accordance with the instructions provided. If no instructions are specified, the proxy will be voted FOR each of the persons nominated to be directors, by the Board of Directors, FOR the approval of the compensation of Washington Federal'sthe Company's Named Executive Officers and FOR the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal 20152017 and, upon the transaction of such other business as may properly come before the Annual Meeting, in accordance with the best judgment of the persons appointed as proxies. Other than the matters listed on the attached Notice of Annual Meeting of Stockholders, the Board of Directors knows of no additional matters that will be presented for consideration at the Annual Meeting.
Any stockholder giving a proxy has the power to revoke it at any time before it is exercised by: (i) filing written notice with the Secretary of Washington Federal (Edwin C. Hedlund,the Company (Secretary, Washington Federal, Inc., 425 Pike Street, Seattle, Washington 98101); (ii) submitting a duly executed proxy bearing a later date; or (iii) appearing at the Annual Meeting and notifying the Secretary of his or her intention to vote in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Proxies solicited hereby may be exercised only at the Annual Meeting and any adjournment thereof and will not be used for any other meeting.
The Company's fiscal year end is September 30. All references to 20142016 and 20132015 represent amounts as of September 30, 20142016 and September 30, 2013,2015, or activity for the fiscal years then ended, respectively.
The election of the Company's directors requires a plurality of the votes represented in person or by proxy at the Annual Meeting. However, the Company’s Board of Directors has adopted a majority vote policy which provides that, in an uncontested election, if an incumbent Director nominee fails to receive a greater number of votes cast “for” the director’s election than “withheld” for such election, the director is required to immediately tender their resignation from the Board to the Company. Upon receipt of the director’s resignation, the Nominating and Governance Committee will make a recommendation to the Board about whether to accept or reject the resignation. The Board will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results were certified.
The affirmative vote of the holders of a majority of the total votes cast in person or by proxy at the Annual Meeting is required to (i) approve the non-binding resolutions regarding the compensation of Washington Federal'sthe Company's Named Executive Officers, (ii) ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal 2017 and (iii) approve any other business that properly may come before the Annual Meeting.
Because the vote to approve the Named Executive Officer compensation is non-binding, it will not be binding on the Board of Directors.Board. However, Washington Federalthe Company will consider the outcome of the vote when determining future executive compensation arrangements.
Stockholders who abstain from voting on any or all proposals and broker non-votes will be included in the number of stockholders present at the Annual Meeting for the purpose of determining the presence of a quorum. Abstentions will not be counted either in favor of or against the election of the nominees or any other proposal. Consequently, abstentions will have no effect on the votes required to approve the nominees for director or the other proposals being considered at the Annual Meeting.
Banks, brokers or other nominees who hold shares of our common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner of the shares at least ten days prior to the Annual Meeting. A broker non-vote occurs when a bank, broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting.
If you are a beneficial owner and you do not provide voting instructions to the bank, broker or other nominee that holds your shares, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular
matter. Banks, brokers and other nominees have the discretion to vote on routine matters, such as the ratification of the selection of our independent registered public accounting firm (Proposal 3), but do not have discretion to vote on non-routine matters such as the election of directors (Proposal 1) orand the non-binding advisory proposal on executive compensation (Proposal 2). A broker non-vote will not affect the outcome of the vote on Proposals 1 or 2. Therefore, if you do not provide voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may only vote any other routine matters properly presented for a vote at the Annual Meeting.
The following table sets forth information as of September 30, 2016 regarding the beneficial ownership by shares of Common Stock by each of the (i) directors, (ii) executive officers named in the Summary Compensation Table and (iii) all directors and executive officers as a group as of October 1, 2014..group.
| | | Name | | Title | | # of Shares (1) | | | Percentage Ownership | | Title | | # of Shares (1) | | | Percentage Ownership |
| David K. Grant | | Director | | 15,500 |
| | 0.02 |
| | Director | | 30,400 |
| | 0.03 |
|
| Thomas J. Kelley | | Director | | 20,385 |
| | | 0.02 |
| | Director | | 25,285 |
| | | 0.03 |
|
| Anna C. Johnson | | Director | | 25,890 |
| | | 0.03 |
| | Director | | 30,790 |
| | | 0.03 |
|
| Liane J. Pelletier | | Director | | 8,200 |
| | 0.01 |
| |
| Erin N. Lantz | | | Director | | 41 |
| | — |
|
| Barbara L. Smith | | Director | | 13,200 |
| | | 0.01 |
| | Director | | 18,100 |
| | | 0.02 |
|
| Mark N. Tabbutt | | Director | | 45,000 |
| | 0.05 |
| | Director | | 49,900 |
| | 0.06 |
|
| Randall H. Talbot | | Director | | 9,950 |
| | 0.01 |
| | Director | | 25,850 |
| | 0.03 |
|
| Roy M. Whitehead | | Chairman, President and Chief Executive Officer | | 420,944 |
| (2) | | 0.43 |
| | Chairman of the Board and Chief Executive Officer | | 437,724 |
| (2) | | 0.49 |
|
| Brent J. Beardall | | Executive Vice President and Chief Banking Officer | | 180,383 |
| (4) | | 0.18 |
| | President and Chief Banking Officer | | 209,849 |
| (3) | | 0.23 |
|
| Vincent L. Beatty | | | Senior Vice President and Chief Financial Officer | | 25,000 |
| (4) | | 0.03 |
|
| Cathy E. Cooper | | | Executive Vice President and Retail Banking Group Manager | | 13,274 |
| (5) | | 0.01 |
|
| Mark A. Schoonover | | | Executive Vice President and Chief Credit Officer | | 131,407 |
| (6) | | 0.15 |
|
| Linda S. Brower | | Executive Vice President Administration | | 155,630 |
| (5) | | 0.16 |
| | Retired, former Chief Administration Officer | | 152,318 |
| (7) | | 0.17 |
|
| Edwin C. Hedlund | | Executive Vice President Consumer Lending and Corporate Secretary | | 158,942 |
| (6) | | 0.16 |
| |
| Jack B. Jacobson | | Executive Vice President Commercial Real Estate | | 163,939 |
| (7) | | 0.17 |
| |
| Thomas E. Kasanders | | Executive Vice President Business Banking | | 71,489 |
| (8) | | 0.07 |
| |
| Diane L. Kelleher | | Senior Vice President and Chief Financial Officer | | 15,425 |
| (3) | | 0.02 |
| |
| Mark A. Schoonover | | Executive Vice President and Chief Credit Officer | | 108,591 |
| (9) | | 0.11 |
| |
| Angela D. Veksler | | Executive Vice President and Chief Information Officer | | 55,066 |
| (10) | | 0.06 |
| |
| All Directors and Executive Officers as a group (16 persons) | | | 1,468,534 |
| (11) | | 1.49 | % | |
| All Directors and Named Executive Officers as a group (13 persons) | | | | 1,149,938 |
| (8) | | 1.28 | % |
| |
| 1. | Beneficial ownership includes shares that may be acquired within 60 days of October 1, 2014 through the exercise of outstanding stock options. Except as indicated in the footnotes to this table, each stockholder named in the table above has sole voting and investment power for the shares shown as beneficially owned by them. This information is based on information furnished by the respective directors and executive officers. The percentage of outstanding shares of Common Stock is based on the 98,404,70589,680,847 shares of Common Stock issued and outstanding on October 1, 2014September 30, 2016, plus the 280,000122,000 options to purchase shares of Common Stock that are exercisable by a director or employee prior toan executive as of NovemberSeptember 30, 20142016. |
| |
| 2. | Mr. Whitehead's ownership includes 128,333145,000 shares of unvested restricted Common Stock and options to purchase 40,000 shares of Common Stock. |
| |
| 3. | Mr. Beardall's ownership includes 65,833 shares of unvested restricted Common Stock, options to purchase 80,00030,000 shares of Common Stock and 17,73818,102 shares of Common Stock that are held in the Washington Federal 401(k) and Stock Ownership Plan (the "Retirement Plan"). |
| |
3.4. | Ms. Kelleher'sMr. Beatty's ownership includes 7,60025,000 shares of unvested restricted Common Stock.
|
| |
| 5. | Mrs. Cooper's ownership includes 2,200 shares of unvested restricted Common Stock, options to purchase 4,7503,500 shares of Common Stock and 1,420 shares of Common Stock that are held in the Retirement Plan. |
| |
4. | Mr. Beardall's ownership includes 56,667 shares of unvested restricted Common Stock, options to purchase 40,000 shares of Common Stock and 15,8347,508 shares of Common Stock held in the Retirement Plan.
|
| |
5. | Ms. Brower's ownership includes 41,000 shares of unvested restricted Common Stock, options to purchase 40,000 shares of Common Stock and 11,278 shares of Common Stock held in the Retirement Plan.
|
| |
| 6. | Mr. Hedlund'sSchoonover's ownership includes 41,000 shares of unvested restricted Common Stock, options to purchase 40,000 shares of Common Stock and 14,417 shares of Common Stock held in the Retirement Plan. |
| |
7. | Mr. Jacobson's ownership includes 40,000 shares of unvested restricted Common Stock, options to purchase 40,000 shares of Common Stock and 19,610 shares of Common Stock held in the Retirement Plan.
|
| |
8. | Mr. Kasanders's ownership includes 29,50050,000 shares of unvested restricted Common Stock and options to purchase 8,75018,500 shares of Common Stock.
|
| |
9.7. | Mr. Schoonover'sMrs. Brower retired in April 2016 and her ownership includes 48,333 sharesreflects information known as of unvested restricted Common Stock,that date and also includes options to purchase 18,50030,000 shares of Common Stock.
Stock and 11,278 shares of Common Stock held in the Retirement Plan. |
| |
10. | Ms. Veksler's ownership includes 33,000 shares of unvested restricted Common Stock and options to purchase 8,000 shares of Common Stock.
|
| |
11.8. | This includes an aggregate of 80,29736,888 shares held by the Retirement Plan for the benefit of executive officers of the Company's wholly-owned subsidiary, Washington Federal.Federal, N.A. (the "Bank"). Directors, unless current or former employees of Washington Federal,the Bank, do not participate in the Retirement Plan. The Retirement Plan is a qualified, defined contribution profit sharing and employee stock ownership plan maintained for all eligible employees of Washington Federal.the Bank. The shares of Common Stock of Washington Federal held by the Retirement Plan are voted by the trustees of such plan at their discretion, but the disposition of such shares can be directed only by the employee to whose account the shares are allocated. The trustees of the Retirement Plan are Larry Berg, Ryan Mauer, Lisa King and Robert Zirk, all of whomwho are employees of Washington Federal.the Bank. |
Insider Ownership and Trading Guidelines
Each Director is expected to own Washington Federal common stockCommon Stock in the amount equivalent to 3 times the annual amount of director fees received during the fiscal year. Director fees are defined to include all cash received for director and committee meetings attended, all retainer fees received and the market value of any stock awards. All sharescommon stock over which the Director has voting rights count toward the ownership guideline. The expectation is that the ownership levels will be reached within the latter of 5 years of appointment to the Board or by January 1, 2018 for existing Directors.
The Chief Executive Officer is expected to own Washington Federal common stockCommon Stock in the amount equivalent to 5 times his annual base salary. The base salary does not include the value of any retirement contributions, insurance payments, cash bonus payments, or stock options or stock awards. All sharescommon stock over which the Chief Executive Officer has voting rights, including unvested restricted stock, count toward the ownership guideline. The expectation is that this ownership level will be reached within the latter of 5 years of hire,appointment, or onby January 1, 2018, whichever is later.2018.
Named Executive Officers ("NEOs"), excluding the Chief Executive Officer, are expected to own Washington Federal common stockCommon Stock in the amount equivalent to 2 times their annual base salary. The base salary does not include the value of any retirement contributions, insurance payments, cash bonus, stock options or stock awards. All shares over which the NEO has voting rights, including unvested restricted stock, count toward the ownership guideline. The expectation is that this ownership level will be reached within the latter of 5 years of appointment or by January 1, 2018 for the current NEOs.
Directors and employees may not “hedge” their Company stock by engaging in short sales or by trading in any options contracts or other derivative securities relating to Company stock or pledge their Company stock in margin accounts.
PROPOSAL ONE: ELECTION OF DIRECTOR NOMINEESDIRECTORS
General
The Restated Articles of Incorporation of Washington Federal, as amended,the Company provide that the Board of Directors shall be divided into three classes as nearly equal in number as possible, and that the members of each class shall be elected for terms of three years and until their successors are elected and qualified, with one of the three classes of directors to be elected each year. The number of directors currently authorized by Washington Federal'sthe Company's Amended and Restated Bylaws for the Board of Directors is up to eightnine., with one vacancy on the Board currently available.
Pursuant to Washington Federal'sthe Company's Restated Articles of Incorporation, as amended, at each election of directors every stockholder entitled to vote has the right to vote, in person or by proxy, the number of shares owned by him or her for as many persons as there are directors to be elected. A stockholder may also cumulate his or her votes by giving one candidate as many votes as the number of such directors to be elected multiplied by the number of his or her shares shall equal, or by distributing such votes on the same principle among any number of candidates. Cumulative voting is only applicable if there are more nominees for director than positions to be filled. In the event that cumulative voting is in effect, it is the intention of the persons named in the accompanying proxy to vote cumulatively for the nominees listed in the table that follows to be elected as directors.
At the Annual Meeting, stockholders of Washington Federal will be asked to elect twothree directors of Washington Federal for a three-year term, all to continue to serve until their successors are elected and qualified. The Board, of Directors, upon the recommendation of the Nominating and Governance Committee, has nominated Roy M. WhiteheadDavid K. Grant, Anna C. Johnson and Mark N. TabbuttRandall H. Talbot to a three-year term. Each of the nominees currently serveserves as a director of Washington Federal.the Company. There are no arrangements or understandings between the persons named and any other person concerning selection as a nominee for election as a director at the Annual Meeting, and no director or nominee for director is related to any other director or executive officer of Washington Federal by blood, marriage or adoption. Liane J. Pelletier is not a nominee for director and her term will expire on January 21, 2015.
If any person named as nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by the Board of Directors of Washington Federal.the Company. Alternatively, under such circumstances, the Board of Directors of Washington Federal may reduce the number of directors of Washington Federal. Washington Federalthe Company. The Company knows of no reason why any of the nominees may not be able to serve as director if elected.
Information with Respect to Nominees for Director and Continuing Directors
The following tables set forth information relating to continuing directors of Washington Federalthe Company and the nominees for election as directors.
Nominees for Three-Year TermThree Year Terms Expiring In 20182020
|
| | | | | |
| Name | | Age | | Positions with Washington Federal and Principal
Occupation During Past Five Years | Director Since |
| Roy M. Whitehead | | 62 | | Chairman, President and Chief Executive Officer of Washington Federal. Mr. Whitehead has served in the industry for over thirty-five years and has experience in virtually all aspects of the business. As the Company's Chief Executive Officer he provides practical advice on the operational impact of board policy making and strategy development | 1999 |
| Mark N. Tabbutt | | 50 | | Director; Chairman of Saltchuk Resources since October 2008. Saltchuk is a leading international diversified holding company with businesses in transportation, shipping, petroleum and logistics. Mr. Tabbutt has significant experience in business operations, strategic planning, financial management, capital allocation and contract negotiations. Additionally, he brings a business owner's perspective to the board.
| 2011 |
|
| | | | | | |
| Name | | Age | | Positions with Washington Federal and Principal
Occupation During Past Five Years | Director Since |
| David K. Grant | | 63 |
| | Director; Managing Partner of Catalyst Storage Partners, a real estate investment and asset management business since November 2007. Former Chief Executive Officer of Shurgard, Inc. until acquired by Public Storage in August 2006. In addition to his operating experience in managing complex and successful businesses, Mr. Grant is a former Certified Public Accountant with substantial experience reviewing and understanding financial statements, SEC reporting, complex real estate transactions and internal controls.
| 2012 |
| Anna C. Johnson | | 65 |
| | Director; Managing Director of Scan East West Travel, a travel agency. Ms. Johnson is a successful business owner who has built a first-quality travel service that has operated in Seattle, Washington since 1971. Ms. Johnson's experience in operating a small business brings important commercial insights to the Board. | 1995 |
| Randall H. Talbot | | 63 |
| | Director; Managing Director of Talbot Financial LLC, an investment advisory firm since June 2010. Mr. Talbot served as Director, Chief Executive Officer and President of Symetra Financial Corporation from 2004 to June 2010, and as Director of Concur Technologies, Inc. from March 2008 to November 2014. Mr. Talbot joined the former parent of Symetra Financial Corporation, Safeco Corporation, in 1998, and from 1998 to 2004 he served as President of Safeco Life Insurance Company. Mr. Talbot has experience in the areas of commercial real estate finance, investments, insurance, risk management, SEC reporting and financial management. | 2012 |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE DIRECTOR NOMINEES LISTED ABOVE
Directors with Terms Expiring In 2016
|
| | | | | | |
| Name | | Age | | Positions with Washington Federal and Principal Occupation During Past Five Years | Director Since |
| Thomas J. Kelley | | 66 |
| | Director; Former Managing Partner of the Moscow Russia office of Arthur Andersen with overall management responsibility for the audit, tax and consulting practices in Moscow and the audit practice in nine offices in the former Soviet Union countries. Mr. Kelley's financial expertise is a necessary component of the board. His career in finance and public accounting was centered on the audit of financial services firms. | 2005 |
| Barbara L. Smith | | 65 |
| | Director; Owner Barbara Smith Consulting. Ms. Smith has a Ph.D. in organizational psychology from the University of Washington and extensive experience in strategic planning and organizational development. Her background is most useful to the board in assessing the leadership ability of management, the health of the corporate culture and overall effectiveness of the organization. | 2006 |
Directors with Terms Expiring In 20172018
|
| | | | | | |
| Name | | Age | | Positions with Washington Federal and Principal Occupation During Past Five Years | Director Since |
| David K. Grant | | 61 |
| | Director; Managing Partner of Catalyst Storage Partners, a real estate investment and asset management business since November 2007. Former Chief Executive Officer of Shurgard, Inc. until acquired by Public Storage in August 2006. In addition to his operating experience in managing complex and successful businesses, Mr. Grant was a former Certified Public Accountant with substantial experience reviewing and understanding financial statements, SEC reporting, complex real estate transactions and internal controls.
| 2012 |
| Anna C. Johnson | | 63 |
| | Director; Senior Partner of Scan East West Travel, a travel agency. Ms. Johnson is a successful business person who has built a first-quality travel service that has operated in Seattle, Washington since 1971. Ms. Johnson's experience in operating a small business brings important commercial insights to the Board. | 1995 |
| Randall H. Talbot | | 61 |
| | Director; Managing Director of Talbot Financial LLC, an investment advisory firm. Mr. Talbot served as director, Chief Executive Officer and President of Symetra Financial Corporation from 2004 to June 2010. Mr. Talbot joined the former parent of Symetra Financial Corporation, Safeco Corporation, in 1998, and from 1998 to 2004 he served as President of Safeco Life Insurance Company. Mr. Talbot has experience in the areas of commercial real estate finance, investments, insurance, risk management, SEC reporting and financial management. | 2012 |
|
| | | | | |
| Name | | Age | | Positions with Washington Federal and Principal
Occupation During Past Five Years | Director Since |
| Roy M. Whitehead | | 64 | | Chairman of the Board, Chief Executive Officer and former President of the Company. Mr. Whitehead has served in the industry for forty years and has experience in virtually all aspects of the business. As the Chief Executive Officer he provides practical advice on the operational impact of board policy making and strategy development. | 1999 |
| Mark N. Tabbutt | | 52 | | Director; Chairman of Saltchuk since October 2008. Saltchuk is a Seattle-based family of transportation and distribution companies focused on North America and is one of the largest privately held companies in the State of Washington. Mr. Tabbutt has experience in acquisitions, strategic planning, financing, capital allocation and managing a diversified group of companies. | 2011 |
Directors with Terms Expiring In 2019
|
| | | | | | |
| Name | | Age | | Positions with Washington Federal and Principal
Occupation During Past Five Years | Director Since |
| Thomas J. Kelley | | 68 |
| | Director; Former Managing Partner of the Moscow Russia office of Arthur Andersen from 1997 to 2002 with overall management responsibility for the audit, tax and consulting practices in Moscow and the audit practice in nine offices in the former Soviet Union countries. From 2002 to 2012 Mr. Kelley served as an instructor in the Department of Accounting Albers School of Business at Seattle University. Mr. Kelley's financial expertise is a necessary component of the board. His career in finance and public accounting was centered on the audit of financial services firms.
| 2005 |
| Erin N. Lantz | | 37 |
| | Director; Vice President and General Manager of Mortgages at Zillow Group where she has worked since 2010. From 2009 to 2010, Ms. Lantz was Senior Vice President at Bank of America where she led the Direct-to-Consumer purchase home loan business. Before entering the mortgage industry, Ms. Lantz worked at Boston Consulting Group. Ms. Lantz was recently appointed to the Board of Directors of TrueCar.com. Ms. Lantz brings extensive knowledge in home finance, consumer behavior and financial technology to the Board.
| 2016 |
| Barbara L. Smith | | 67 |
| | Director; Owner Barbara Smith Consulting since 1992 providing expertise in leadership development, strategic planning, group dynamics, organization change and executive coaching. Ms. Smith has a Ph.D. in organizational psychology from the University of Washington and has taught classes at the University of Washington and Seattle University in these subjects. Her background is most useful to the board in assessing the leadership ability of management, the health of the corporate culture and overall effectiveness of the organization. | 2006 |
Executive Officers
The following table sets forth information concerning the currentnamed executive officers of Washington Federal. Executivethe Company as of September 30, 2016 (excluding the CEO Roy M. Whitehead, whose information is included above under Directors). Named executive officers of the Company are elected by the Board of Directors on an annual basis and serve until their successors have been duly elected and qualified.
|
| | | | |
| Name | | Age | | Positions with Washington Federal and Principal Occupation During Past Five Years |
| Brent J. Beardall | | 4345 | | President from July 2016; Executive Vice President and Interim Chief Financial Officer from September 2015 to May 2016 and Chief Banking Officer since March 2014; Executive Vice President and Chief Financial Officer from October 20072003 to March 2014. |
Linda S. BrowerVincent L. Beatty | | 61 | | Executive Vice President and Chief Administration Officer since 2003. |
Edwin C. Hedlund | | 58 | | Executive Vice President Consumer Lending and Corporate Secretary since 1999. |
Jack B. Jacobson | | 64 | | Executive Vice President Commercial Real Estate since 2001. |
Thomas E. Kasanders | | 62 | | Executive Vice President Business Banking since October 2010; formerly Senior Vice President with First Mutual Bank and Washington Federal from March 2004 to September 2010. |
Diane L. Kelleher | | 5455 | | Senior Vice President and Chief Financial Officer since March 2014;May 2016; Chief Financial Officer for the Federal Home Loan Bank of Seattle from 2008 to June 2015. |
| Cathy E. Cooper | | 50 | | Executive Vice President and Retail Banking Group Manager since September 2016; Senior Vice President and Controller from August 2013Retail Client Experience February 2016 to March 2014;September 2016; Senior Vice President and Enterprise RiskMarketing Communications Manager from October 20102009 to July 2013; Vice President and Treasurer from January 2010 to October 2010; formerly Senior Vice President and Corporate Planning Manager with Safeco Corporation from July 2007 to December 2008.
February 2016. |
| Mark A Schoonover | | 5658 | | Executive Vice President and Chief Credit Officer since March 2008. |
Angela D. Veksler | | 53 | | Executive Vice President and Chief Information Officer since October 2012, Senior Vice President and Chief Information Officer from August 2010 to October 2012; formerly Senior Vice President and Chief Information Officer for Enterprise and Corporate Technology with Washington Mutual from January 2007 to February 2009. |
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, Washington Federal'sthe Company's directors and named executive officers and any persons holding more than 10% of the outstanding Common Stock ("Reporting Person") of the Company must report their ownership of Washington Federal'sthe Company's securities and any changeschange in that ownership to the SEC by specific dates. Washington FederalBased solely on reviewing the reports filed by the Reporting Persons and the written representations from the Company's directors and named executive officers, the Company believes that during the fiscal year ended September 30, 20142016 the Reporting Persons met all of theseapplicable Section 16(a) filing requirements were timely filed by its directors and executive officers, except for a late filing of a Form 4 to effect a change in the form of Thomas Kelley's beneficial ownership from direct to indirect. In making the foregoing statement, Washington Federal has relied in part on representations of its directors and executive officers and copies of the reports that they have filed with the SEC.requirements.
CORPORATE GOVERNANCE
The Board of Directors and Its Committees
The Board of Directors of Washington Federal held a total of 107 meetings and acted by consents 4 times during the last fiscal year. No incumbent director attended fewer than 75% of the aggregate of the total number ofBoard meetings of theand Board of Directorscommittee meetings (for committees on which he or she served) held during his or her tenure in office during the last fiscal year and the total number of all meetings held by all committees of the Board of Directors on which he or she served during such year. Although Washington Federalthe Company does not have a formal policy regarding attendance by directors at annual meetings of stockholders, directors are expected to attend such meetings. AtAll directors who were on the 2014Board at the time of the 2016 Annual Meeting all directors were present.
The Board of Directors has established various committees, including an Executive Committee, an Audit Committee, a Nominating and Governance Committee, a Regulatory Compliance Committee, a Risk Management Committee and a Compensation Committee. A copy of each of the Committee's Charters is available on the Company's website at www.washingtonfederal.com. The Board of Directors has affirmatively determined that a majority of the Washington FederalCompany's directors are independent pursuant to the listing requirements of the Nasdaq Stock Market LLC ("NASDAQ"). The current independent directors are Ms. Pelletier, ourMr. Kelley, Lead Independent Director, Ms.Mses. Johnson, Ms. Smith, and Lantz, and Messrs. Grant, Kelley, Tabbutt and Talbot. At the end of Ms. Pelletier's term as a director, Mr. Kelley will assume the role of the Lead Independent Director. The independent directors held two regularly scheduled executive sessions during the past fiscal year. The Board of Directors also has affirmatively determined that each member of the Audit Committee, Regulatory Compliance Committee, Compensation Committee, Nominating and Governance Committee and Risk Management Committee of the Board of Directors is independent within the meaning of applicable laws and regulations and the listing requirements of NASDAQ. The Board of Directors also has affirmatively determined that each member of the Audit Committee is an audit committee financial expert as defined by the SEC.
The Board of Directors selects certain members to serve on its Executive Committee. A copy of the Executive Committee Charter is available on Washington Federal's website at www.washingtonfederal.com. The present Executive Committee consists of Messrs. Whitehead - Chairman, Kelley, Tabbutt and Ms. Pelletier.Talbot. The Executive Committee is authorized to exercise all the authority of the Board of Directors in the management of Washington Federalthe Company between board meetings unless otherwise provided by the Bylaws of Washington Federal.Amended and Restated Bylaws. The Executive Committee did not meet during the lastpast fiscal year.
The Board of Directors has a standing Audit Committee that consists of Messrs. Kelley - Chairman, Grant and Talbot. The Audit Committee's primary responsibilities include review of all financial reports, oversight of the internal audit and loan review functions, appointment of independent auditors, pre-approval of all services performed by the independent registered public accountants and review of all related party transactions. The Audit Committee has a written charter available on Washington Federal's website at www.washingtonfederal.com. The Audit Committee met on four occasions during the lastpast fiscal year. There were no related party transactions during fiscal 2016 that are required to be disclosed per S-K 404.
The Board of Directors has a standing Compensation Committee consistingconsists of Ms.Mses. Smith - Chairman Ms.and Johnson and Mr. Grant. No member of the Compensation Committee has served as an officer or an employee of Washington Federal or its subsidiaries. The Compensation Committee is responsible for all personnel and compensation related matters and makes policy recommendations to the Board of Directors.Board. Further, the Compensation Committee is authorized to act under Washington Federal'sthe Company's stock benefit plans to grant stock options and restricted shares. The Compensation Committee has a written charter available on Washington Federal's website at www.washingtonfederal.com.met twice during the past fiscal year. The Compensation Committee met two times duringengaged the last fiscal year.
The Consultingconsulting firm of Towers Watson was engaged in 2013 by2015 to evaluate the Compensation Committee related toCompany's executive compensation and received totalwas paid $50,000 in consulting fees of $50,000.for these services. The decision to engage Towers Watson was made solely by the Compensation Committee.
The Board of Directors has a standing Risk Management Committee consistingconsists of Mr.Messrs. Talbot - Chairman and Tabbutt and Ms. Pelletier and Mr. Tabbutt.Lantz. The Risk Management Committee is responsible for providing ongoing review, guidance and oversight of the Company's enterprise risk management function, including recommending risk tolerance limits to the Board of Directors. The Risk Management Committee has a written charter available at www.washingtonfederal.com.Board. The Risk Management Committee met four times during the lastpast fiscal year.year, and prior to Ms. Lantza appointment, was attended by a rotating independent member of the Board.
The Board of Directors has appointed three of its members to serve as a Nominating and Governance Committee whichconsists of Ms. Johnson - Chairman and Messrs. Kelley and Tabbutt. The Nominating and Governance Committee is responsible to establishfor establishing and overseeoverseeing the general responsibilities and functions of the Board, to assist the Board in identifying and qualifying individuals to serve as directors and to approve nominations for their election. The Nominating and Governance Committee has a written charter available at www.washingtonfederal.com. For the present Annual Meeting, the Board of Directors appointed Ms. Johnson - Chairman and Mr.Messrs. Kelley and Mr. Tabbutt to continue to serve on the Nominating and Governance Committee. The Nominating and Governance Committee met oncetwice during the lastpast fiscal year.
The Board of Directors has appointed three of its members to serve as a Regulatory Compliance Committee. The BoardCommittee consists of Directors appointed Mr. Tabbutt - Chairman, Ms. JohnsonDr. Smith and Ms. Smith to serve on the Regulatory Compliance Committee.Lantz. The primary responsibility of the Regulatory Compliance Committee is to monitor the Company's and all subsidiaries compliance with all applicable laws and regulations. The Regulatory Compliance Committee has a written charter available at www.washingtonfederal.com. The Regulatory Compliance Committee met twothree times during the lastpast fiscal year.
Board Leadership Structure and the Board's Role in Risk Oversight
The Chief Executive Officer also serves as Chairman of the Board, due in part to the Chief Executive's tenure with the Company which providesand the unique and intimate knowledge regarding the history, strategy, business and operations of Washington Federal.the Company he is able to provide. The Lead Independent Director coordinates the agenda and acts as Chair for periodic meetings of the independent directors and serves as their liaison with the Chairman of the Board.
The Company's Board of Directors endorses the view that one of its primary functions is to protect stockholders' interests by providing oversight of management, including the Chief Executive Officer. However, the Board does not believe that mandating a particular structure, such as a separate Chairman and Chief Executive Officer, is necessary to achieve effective oversight. The Chairman of the Board has no greater or lesser vote on matters considered by the Board than any other director, and the Chairman does not vote on any related party transaction. All directors of Washington Federal,the Company, including the Chairman, are bound by fiduciary obligations, imposed by law, to serve the best interests of the stockholders. Accordingly, separating the offices of Chairman and Chief Executive Officer is not deemed to be in the best interest of Washington Federal.the Company at this time.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including credit risk, interest rate risk, liquidity risk, operationaloperations risk, strategic risk and reputation risk. The Board is responsible for establishing the Company's risk appetite and setting appropriate risk policies. Management is responsible for managing the Company's risks on a day-to-day management of risks that Washington Federal faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To accomplish this, the Chief Executive Officer meets regularly in executive session with the Board to discuss strategy and risks facing the Company. basis.
The Risk Management Committee is responsible for providing ongoing review, guidance and oversight of the Company's enterprise risk management function. In addition, the ManagerManagers of the Company's Internal Audit and Loan Review Departments report directly to, and meet regularly with, the Audit Committee and meets regularly with them. Senior managementCommittee. Executive Management attends all board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. Executive Management and the Board work together to provide strong oversight of the Company's management and affairs through its standing committees, Board meetings and when necessary, but in any event at least two times each year, special meetings of independent directors are held.Independent director meetings.
Selection of Nominees for the Board
The Nominating and Governance Committee considers candidates for director suggested by its members, other directors of Washington Federal,the Company, as well as management and stockholders. The Nominating and Governance Committee also may solicit prospective nominees. In addition, nominees for election as director may be obtained in connection with acquisitions by Washington Federal.the Company. A stockholder who desires to recommend a prospective nominee for the Board of Directors should notify Washington Federal'sthe Company's Corporate Secretary or any member of the Nominating and Governance Committee in writing with whatever supporting material the stockholder considers appropriate. The Nominating and Governance Committee also considers whether to nominate any person recommended pursuant to the provision of Washington Federal'sthe Company's Amended and Restated Bylaws relating to stockholder nominations, which is described under “Stockholder Nominations” below. The Nominating and Governance Committee has the authority to retain a third-party search firm to help identify orand evaluate or assist in identifying and evaluating, potential nominees if it so desires, although it has not done so to date.nominees.
Director Qualifications
In making recommendations for nominees to the Board, of Directors, the Nominating and Governance Committee reviews and considers the qualifications, strengths and abilities of the potential candidatescandidate for nomination, including new candidates that may be identified from time to time through the Company's internal search and review procedures or as a result of stockholder recommendations.nomination. In deciding whether to recommend the re-nomination of an incumbent director whose term is expiring at an upcoming meeting or the nomination of new directors who may have previously served as officers of Washington Federal, the Nominating and Governance Committee considers their prior performance as directors of the Company in addition to the candidates' other qualifications. For new candidates, the review process may require additional evaluation and consideration.
The Nominating and Governance Committee works with the Board of Directors on an ongoing basis in identifyingto identify the particular qualities and abilities that Washington Federal seeks in its directors generally, and the mix of experience, expertise and attributes that are sought or required for the Board as a whole. Desirable personal qualities include integrity, business acumen and industry knowledge. Accordingly, the Board of Directors in selecting nominees will consider criteria such as financial, regulatory and business experience; familiarity with, and participation in, the local communities served by Washington Federal;the Company; integrity, honesty and reputation; dedication to Washington Federalthe Company and its stockholders; and any other factors the Board of Directors deems relevant, including age, diversity, size of the Board of Directors and regulatory disclosure obligations. All candidates for nomination are evaluated against these target qualities and attributes, as well as the Board of Directors'Board's particular needs at the time.
Stockholder Nominations
Pursuant to Article IV, Section 4.15 of Washington Federal'sthe Company's Amended and Restated Bylaws, stockholders of Washington Federal may nominate persons for election to the Board of Directors by submitting such written nominations to the Secretary of Washington Federalthe Company at least ninety (90) days prior to the anniversary date of the mailing of proxy materials by Washington Federalthe Company in connection with the immediately
preceding Annual Meeting of Stockholders of Washington Federal.the Company. The Secretary of the Company will promptly forward any suchall nominations to the Nominating and Governance Committee. Such stockholder's notice shall set forth: (a) the name and address of the stockholder who intends to makemaking the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of Washington Federalthe Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (e) the consent of each nominee to serve as a director, of Washington Federal, if elected. Once the Nominating and Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements set forth in the Company's Amended and Restated Bylaws, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the Board of Directors.Board. If a nomination is made in accordance with applicable requirements, then ballots will be provided for use by stockholders at the stockholder meeting bearing the name of such nominee or nominees. No nominations for election as a director at the upcoming Annual Meeting were submitted to Washington Federalthe Company in accordance with the foregoing requirements.
Communications with the Board of Directors
The Board of Directors provides to every stockholder the ability to communicate with the Board of Directors as a whole and with individual directors on the Board of Directors.Board. Stockholders who wish to do so may send written communications to the following address: Board of Directors-Stockholder Communications, c/o Corporate Secretary, 425 Pike Street, Seattle, Washington 98101. The Corporate Secretary will forward such communicationscommunication to the director or directors to whom they are addressed.
Code of Conduct and Ethics
Washington FederalThe Company maintains a Director and Employee Code of Ethics that covers all directors, officers and employees of Washington Federal and its subsidiaries. The Code of Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honesthonesty and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the best interest of Washington Federal.the Company and its subsidiaries. In addition, Washington Federalthe Company maintains a separate Code of Ethics for Senior Financial Officers that imposes specific standards of conduct on persons with financial reporting responsibilities at Washington Federal.the Company. Each senior financial officer of Washington Federal,the Company, including its Chief Executive Officer and Chief Financial Officer, is required to annually certify in writing his or her compliance during the prior year with the Code of Ethics for Senior Financial Officers. A copy of the Director and Employee Code of Ethics and Code of Ethics for Senior Financial Officers can be viewed on Washington Federal's website at www.washingtonfederal.com.
A waiver of such codes for an executive officer or director of the Washington Federal may be made only by the Board of Directors and must be promptly disclosed as required by SEC or NASDAQ rules. Washington FederalThe Company will disclose any such waivers, as well as any amendments to the code on its website. No such waivers were requested or granted during 20142016 or 20132015.
Compensation Committee Interlocks And Insider Participation
No member of the Compensation Committee was an employee or former employee of the Company or any of its subsidiaries. During fiscal 2016, none of the Company's executive officers served as: (1) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity one of whose executive officers served on the Compensation Committee; (2) a director of another entity one of whose executive officers served on the Compensation Committee; or (3) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director on the Company's Board.
Related Person Transactions
The Company's wholly-owned subsidiary, Washington Federal, National Association (the "Bank") will from time to time make loans to directors, executive officers and employees at prevailing market interest rates. Such loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Bank or the Company and that do not involve more than the normal risk of collectability or present other unfavorable features. As of September 30, 2016, there are six loans outstanding to, or guaranteed by, directors. The loans were made at market terms to the directors or their affiliates. The loans are performing in accordance with contractual terms. There is one residential loan to a Named Executive Officer that existed prior to their appointment as an executive officer of the Company.
The Company is also subject to Regulation O of the Board of Governors of the Federal Reserve System, 12 C.F.R. § 215, which governs extensions of credit by the Company to its executive officers and directors, and has in place a Regulation O policy to ensure any extension of credit to an executive officer or director is in compliance with the requirements of Regulation O. The policy requires that all extensions of credit to executive officers or directors be approved by a majority of the disinterested members of the Board of the Company prior to origination.
The Company regularly monitors its business dealings and those of its Directors and executive officers to determine whether any existing or proposed transactions would require proxy disclosure under Item 404(a) of Regulation S-K. In addition, our Code of Conduct requires the directors and executive officers to notify the Company of any relationships or transactions that may present a conflict of interest, including those involving family members. If a transaction is identified, the Company determines if the transaction should be permitted and the disclosure required.
In accordance with its written charter, the Audit Committee reviews, approves and ratifies any newly originated related person transaction. The term “related person transaction” refers to any transaction required to be disclosed in the Company's filings with the SEC pursuant to Item 404 of Regulation S-K. In considering any related person transaction, the Audit Committee considers the facts and circumstances regarding such transaction, including, among other things, the amounts involved, the relationship of the related person (including those persons identified in the instructions to Item 404(a) of Regulation S-K) with the Company and the terms that would be available in a similar transaction with an unaffiliated third-party. The Audit Committee also considers its fiduciary duties, obligations under applicable securities law, including disclosure obligations and director independence rules, and other applicable law in evaluating any related person transaction. The Audit Committee reports its determination regarding any related person transaction to the Company's Board. All new related person transactions were approved by a majority of the disinterested members of the Board and reported to the Audit Committee.
REPORT OF THE AUDIT COMMITTEE
The following “Report of the Audit Committee” shall not be deemed incorporated by reference by any general statement incorporating this Proxy Statement into any filing under the Securities Act of 1933 ("Securities(the "Securities Act"), or under the Exchange Act of 1934 ("Exchange(the "Exchange Act"), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.
The Audit Committee performs a critical role in the Company's financial reporting system by overseeing and monitoring management's and the independent auditor's participation in the financial reporting process. The Audit Committee is governed by a charter adopted by the Board, of Directors. Duringand during the fiscal year, the Audit Committee fulfilled its duties and responsibilities as outlined in the “Audit Committee Charter” a copy of which can be found at www.washingtonfederal.com.its charter.
The Audit Committee members meetis comprised solely of independent directors as defined by Nasdaq listing standards and Rule 10A-3 of the independence requirements as set forth in the attached operating charter (refer to “Composition”).Securities and Exchange Act of 1934. All members have sufficient knowledge in financial and auditing matters to understand Companythe Company's financial reports to serve on the Audit Committee and have been designated by the Board as “Audit Committee Financial Experts” in compliance with the criteria established by the SEC.
The independent auditors have reviewed the financial information included in the Company's quarterly reports on Form 10-Q prior to the filing of such reports with the SEC and such reviews have been discussed with the Audit Committee.
The Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee has discussed with the independent registered public accountants the matters required to be discussed in accordance with Auditing Standard 16 of the Public Company Accounting Oversight Board ("PCAOB"), as may be modified or supplemented. The Audit Committee has received the written disclosures and the letter from the independent registered public accountants as required by Independence Standards Board Standard No. 1, as may be modified or supplemented,the PCAOB and has discussed with the independent registered public accountants their independence.
Based on the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Washington Federal's Annual Report on Form 10-K for the fiscal year ended September 30, 20142016 for filing with the SEC.
The Audit Committee also has selected Deloitte & Touche, LLP as the independent registered public accounting firm for fiscal year 20152017 as more fully described in this Proxy Statement under the caption “Proposal 3: Ratification of appointment of independent auditors.”
AUDIT COMMITTEE
Thomas J. Kelley, Chairman
David K. Grant
Randall H. Talbot
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
Washington Federal'sThe Board of Directors approves all policies that govern executive compensation, which are then administered byappoints annually the Compensation Committee, which is responsible for establishing and overseeing the Company's executive compensation programs, including the following activities:following:
EstablishingAnnually reviewing and reviewingrecommending to the Board executive compensation, including the compensation of the CEO and other Named Executive Officers (“NEOs”), including executive base salaries;salaries, incentive awards, equity-based awards and other long-term incentive awards;
Overseeing Washington Federal'sand administering the Company's short-term incentive compensation plans;
Overseeing Washington Federal'sand administering the Company's long-term, equity-based compensation plans;
Overseeing Washington Federal'sthe Company's 401(k) and other benefit plans;
Approving all short-term incentive compensation and awards distributed under these plans; and
Reviewing all compensation decisions for executive officers with the Board of Directors, including those for the Chief Executive Officer and the Named Executive Officers (also referred to as "NEOs") as listed in the Summary Compensation Table (see page 22).
On behalf of the Board, of Directors, the Compensation Committee seeks to assure that compensation paid to the Named Executive OfficersNEOs, including the CEO, is fair, reasonable and competitive, and is linked to protecting and increasing stockholder value.
Executive Compensation Philosophy
The Board of Directors of Washington Federal and its Compensation Committee believe the intent of executive compensation and benefitsthe Company's benefit programs is to both encourage and reward behaviors that ultimately contribute to the achievement of ourthe Company's organizational goals and produce maximum value to ourits stockholders over the long term. The following core principles are used to guide decisions regarding these programs:
Executive compensation must be competitive with relevant markets where we competethe Company competes for employees, to ensure that the Company is able to attract, retain and motivate top performing executive officers;
The interests of executives should be aligned with those of the Company's stockholders;
Incentives are to be provided to promote the achievement of operating goals as a step toward fulfilling long-term strategic objectives;
Rewards should be linked to both company-wide teamperformance and individual performance;
Executive compensation should be perceived to be fair by all parties with interests in the Company's success; and
Programs must be designed to ensure that the Company is not exposed to excessive risks.
To achieve the objectives of the organization within the parameters of thethese core principles, the Board of Directors and its Compensation Committee have determined that the Company's executive compensation program should consist of the following elements:
Base Salary - Base pay opportunities are competitive with other relevant organizations in the marketplacesmarkets where Washington Federalthe Company competes for employees. Individual pay determinations involve consideration of incumbent qualifications and performance.
Short-Term Incentives - SeniorExecutive management has a significant portion of competitive targeted annual cash compensation at risk, contingent upon meeting pre-defined organization, group and/or individual goals in performance areas they can substantially influence.
Long-Term Incentives - SeniorExecutive management has a significant portion of its competitive total compensation opportunity linked to increases in stockholder value.
Benefits - Washington FederalThe Company assists seniorexecutive management in meeting important needs such as retirement income, health care, survivor income, disability income, time-off and other needs through competitive, cost-effective, organization-sponsored programs that provide employees with reasonable flexibility in meeting their individual needs.
Decisions regarding totalthe Company's executive compensation program, design, as well as individual pay decisions, are made in the context of ourthe Company's principles and ourits ability to pay, as determined by ourits financial results.
Role of the Compensation Committee
The Compensation Committee is responsible for, among other things, developing executive compensation policiesrecommendations for approval by the Board of Directors.Board. As part of its responsibilities, the Compensation Committee reviews and establishes compensation for all of the Company's executive officers of Washington Federal, including the NEOs, and reviews these decisions with the Board of Directors as appropriate.
The Compensation Committee is comprised entirely of directors who meet the independence requirements as defined by applicable NASDAQ rules, are deemed “non-employee directors” under Rule 16b-3 of the Securities Exchange Act, of 1934, as amended, and satisfy the requirements of “outside directors” for purposes of Section 162(m)(4)(C) of the Internal Revenue Code.
A key objective of the Compensation Committee is to further the core compensation principles described above through a compensation structure comprised of base salary and long-term and short-term incentive-based compensation. Since a meaningful part of total compensation is incentive based, a direct link is established between executive compensation and the long-term performance of Washington Federal.
The Compensation Committee met twice during the year ended September 30, 2014. In making its recommendations to the Board of Directors,concerning executive compensation, the Compensation Committee reviewed relevant market data on the financial performance of both national and regional financial institutions, specifically banks and thrifts, which the Company views as its peer group. Such data is used as a point of reference but is not the deciding factor in establishing appropriate compensation for executive officers of Washington Federal, due to the variety of circumstances, financial performance, geography and business plans of the peer group institutions.
The Compensation Committee has the authority to directly engage outside consultants and inconsultants. In July 2013,2015, due to the increasing complexity of rules and regulations related to executive compensation, the Compensation Committee engaged Towers Watson to assist in evaluating ourthe Company's compensation practices and to provide advice concerningreview executive compensation. Specifically, the Compensation Committee asked Towers Watson to conduct a compensation review of nine executive positions, including the NEOs. As discussed below, itsthis review consisted of a market data assessment and competitive review and analysis of base salary, short-term incentives, long-term incentives and benefits/perquisites.
Towers Watson reported directly to the Chairman of the Compensation Committee and, in performance of its duties, Towers Watson interacted with the Chief Executive Officer, Chief Financial Officer and Executive Vice President responsible for human resources.Company's executive management. Towers Watson is not affiliated with Washington Federal.the Company.
Benchmarking
Peer group benchmarking wasis used as one data point by the Compensation Committee in making executive compensation decisions for 2014.decisions. To determine competitiveness in the marketplace,Company's market, the Compensation Committee is provided with a detailed analysis of proxy statements from 2118 peer group companies was provided to the Compensation Committee.companies. The Company's peer group for the 20142016 fiscal year analysis consisted of a similarly sized financial institutions ranging in asset size from $5 billion to $20 billion. The peer group wasbillion (the "Peer Group"), which were as follows:
Astoria Financial Corporation, Bank Ofof Hawaii Corp., Columbia Banking System, Inc., Commerce Bancshares Inc., Community Bank System Inc.FirstMerit Corp., Cullen Frost Bankers Inc., East WestFirst Midwest Bancorp Inc., First-merit Corp.Glacier Bancorp, Inc., Hancock Holding Co.MB Financial Inc., NBT Bancorp Inc., Old National Bancorp, Prosperity Bancshares Inc., Signature Bank, SVB Financial Group, TCF Financial Corp., TFS Financial Corp.Texas Capital Bancshares Inc., Trustmark Corp., UMB Financial Corp., Umpqua Holdings Corp., United Bankshares Inc., Valley National Bancorp, and Webster Financial Corp.Western Alliance Bancorporation.
Total Compensation
Total executive compensation is tied to performance and is structured to ensure focus on financial results, stockholder return, individual performance, and the responsibility and experience of executive officers.
In considering 20152016 executive compensation decisions, the Compensation Committee used an internally updated version of Towers Watson’sWatson's market study from its engagement in July, 2013 and an updated analysis ofusing the most recent proxy data for each of the companies in the identified peer group, excluding those that no longer fit our criteria.Peer Group. The Compensation Committee concluded that the pay positioning and overall compensation levels of the Company’s executive officersNEOs are within competitive norms. The combinedJuly 2015 Towers Watson evaluation included a market study of certain senior management positions, including the NEOs, and determined at that time that the CEO’s target compensation was 102% of the five NEO's was 88%median for the Peer Group, and that the other NEOs combined were at 96% of the averagemedian target compensation of the benchmark peer group basedPeer Group. Based on these results, and as described further below, the July, 2013 Towers Watson study. Compensation Committee did not recommend any significant changes to the Company’s executive compensation philosophy for fiscal years 2016 or 2017.
The Compensation Committee of the Board evaluates the individual performance of the NEOs based primarily on the specific contributions of each Named Executive OfficerNEO to the accomplishment of the following qualitative and quantitative criteria:criteria. For the NEOs other than the
CEO, the Compensation Committee relies upon the recommendations of the CEO based on his interactions with, and assessment of, performance of each executive. These positions include: President & Chief Banking Officer ("PCBO"), Chief Financial Officer ("CFO"), Chief Credit Officer ("CCO") and Retail Banking Group Manager (“RBGM”):
|
| | | | | |
| CEO | CBOPCBO | CFO | CCO | CAO |
Financial performance | x | x | x | x | xRBGM |
| Asset and liability management | x | x | x |
| |
Credit quality | x | x | | x |
|
| Asset generation | x | x |
|
|
|
Deposit mixAsset quality | x | x | x | x |
|
| Client service & external relations | x | x | x | x | x |
| Compliance with laws and regulations | x | x | x | x | x |
| Deposit mix | x | x | x |
| x |
| Financial performance | x | x | x | x | x |
| Human capital development | x | x | x | x | x |
| Internal Controls | x | x | x | x | x |
| Investment portfolio | x |
| x |
|
|
| Leadership & internal communications | x | x | x | x | x |
| Strategic planning | x | x | x | x | x |
Client service & external relations | x | x | x | x | x |
Human capital development | x | x | x | x | x |
Investment portfolio | x | | x | | |
The Compensation Committee chose these criteria to ensure integration and alignment of individual performance with the Company's performance. The criteria for the Chief Executive Officer is most closely linked to the Company's objectives since the Chief Executive Officer bears overall responsibility for the Company's success. Criteria for the other NEO's differ based on each officer's ability to contribute to the Company's performance. For the NEOs other than the Chief Executive Officer, the Compensation Committee relies upon the recommendations of the Chief Executive Officer based on his interactions with and assessment of performance of each executive. These positions include: Chief Banking Officer ("CBO"), Chief Financial Officer ("CFO"), Chief Credit Officer ("CCO"), and Chief Administrative Officer ("CAO").
Washington Federal'sThe Company's compensation policies do not employ a specific formulaic approach for evaluating or adjusting individual NEO compensation. Job performance and compensation of the Chief Executive OfficerCEO is subjectively determined by the Compensation Committee taking into account the broad criteria set forth above. Job performance and compensation of the other executives, including the other NEOs is subjectively determined by the Chief Executive OfficerCEO and reviewed with the Compensation Committee taking into account the broad criteria set forth above.
In order to align executive compensation with stockholder interests, it is the philosophy of the Board that a substantial portion of NEO total compensation be incentive-based and at-risk. In 2014, 63.7%2016, 65% of the Chief Executive Officer’s total potential compensation was at-risk, while the remaining NEO’s total potential at risk ranged from 42.8% to 59.2%.at-risk compensation was 56% for NEOs who served in their role for the full fiscal year 2016. Total compensation paid and earned by the NEOseach NEO in Fiscal 2014fiscal 2016 was consistent with Washington Federal'sthe Company's financial performance, the individual performance of each NEO, the responsibilities and experience of the NEOs,NEO, market conditions, and stockholder returns.
The Compensation Committee has approved adjustments to the elements of direct total compensation for 2015 that continue the Company's executive compensation practices which are consistent with competitive practice and necessary to attract and retain top performing executive officers.
Elements of Compensation
Base Salary
Base salaries for executive officersthe NEOs are determined based on job responsibilities, level of experience and individual performance. In making its recommendations to the Board, of Directors, the Compensation Committee reviews market data with respect to the Company's peer groupPeer Group to assess the competitiveness of the base salary of the NEOs and other executives and senior officers.NEOs. Such information is used as a point of reference; however, it is not the deciding factor in establishing appropriate base salaries due to the lack of precise comparability.
Merit pay adjustments to base salary are considered annually for each executive officer.NEO. When making adjustments to the base salary of the Chief Executive Officer, the Compensation Committee considers the job performance and contribution to the successful operation of the Company by the Chief Executive Officer. When making adjustments to the base salaries of the other NEOs, the Compensation Committee relies upon the recommendation of the Chief Executive Officer based on his knowledge of and the performance of each of the NEOs. Executive base salaries are intended to be at levels that will attract, retain and motivate the necessary management expertise to successfully execute the Company's business plan, but are not targeted at specific levels.
In determining individual base salary adjustments, the Compensation Committee also considered the contributions of each NEO to the success of the Company and salaries for comparable positions at other institutions.
Annual Incentive Compensation
An annual incentive compensation program has been established for all employees who have been with the CompanyCompany's operating subsidiary for at least one year, including the NEOs. Eligibility for the annual incentive program is restricted only by excluding employees who are not in good standing with the Company. All NEOs were, and are, in good standing with Washington Federal.the Company. Consistent with the overall compensation philosophy of linking incentive awards to company-wideCompany-wide and individual performance, the incentive plan is designed to provide performance-based annual cash compensation based on the achievement of annual performance targets approved by the Compensation Committee with the concurrence of the Board of Directors.Board.
For the NEOs, theA short-term incentive compensation plan (“Short-term Incentive Plan”) was established for the NEOs by the Compensation Committee for fiscal 2016. For NEO’s other than the Chief Executive Officer, the bonus opportunity during 2014under the Short-term Incentive Plan ranged from 0% to 100%, with a targeted payout (the “Target”) equal to 50% of base salary. The bonus opportunity for the Chief Executive Officer ranged from 0% to 200% of base salary, with a targeted payout equal to 100% of base salary.
For NEOs other than the Chief Executive Officer, 75% of the Short-term Incentive Plan opportunity for 2016 was dependentbased on meeting net incomeearnings per share (“EPS”) levels that were pre-established by the Compensation Committee. Increasing net income levels beyond the threshold level were assignedThe Short-term Incentive Plan provided a payout percentage amount in 1% increments, ranging from 1% to 100% for all NEOs excluding the CEO, enabling a maximum potential payout equal to 100% of base salary with a targeted payout of 45% of base salary. The Chief Executive Officer was assigned a payout percentage amount in 1% increments, ranging from 1% to 150%, enabling a maximum potential payout opportunity for the Chief Executive Officer equal to 150% of base salarybased on EPS. The threshold EPS level was established at $1.67, with a targeted payouttarget EPS of 100%$1.735, and a maximum level of base salary.
$1.80. On the EPS portion of the Short-term Incentive Plan, no bonus would be payable to any NEO if the threshold was not met. During 2014,2016, the Company achieved record net income of $157,364,000. Annual incentive compensation payouts in fiscal 2014 were approximately 111%$164,048,523, or EPS of $1.785. According to the formula established by the Compensation Committee, NEO’s other than the Chief Executive Officer'sOfficer earned a payout equal to 66.38% of base salary and 58%on the EPS portion of the other NEO's base salaries. Additionally,Short-term Incentive Plan and the Chief AdministrativeExecutive Officer earned 132.76% of base salary.
The opportunity to earn an additional 25% of base salary for NEO’s other than the Chief Executive Officer was awarded an additional $50,000 in incentive compensation in recognition of her role in the successful integration of 74 branches acquired during the year.
For 2015,established by the Compensation Committee has approvedbased on successful completion of the major technology conversion of key operating systems and the re-engineering of associated business processes ("Project Catalyst"). The Project Catalyst portion of the Short-term Incentive Plan provided an incentive design that will have threshold, target and maximum annual incentive amounts expressed as a percentage of base salaries, similar in concept to prior years. Net income will be the single performance measure for fiscal 2015. Targeted payoutsopportunity for the NEOs will beChief Executive Officer to earn an additional 50% of base salary withupon successful completion. Project Catalyst was deemed successfully completed during fiscal 2016 and all NEO’s earned the exceptionmaximum amount.
During fiscal 2016, total Short-term Incentive Plan payouts were 182.76% of base salary for the Chief Executive Officer whose targeted payout will be 100% of base salary. Maximum payout for the NEOs will be 100%and 91.38% of base salary with the exception of the Chief Executive Officer, whose maximum payout will be 200% of base salary. The Compensation Committee determines the Net Income requirements for incentive compensation each October for the fiscal year that will end the following September.other NEOs.
In the lastpast 10 fiscal years, 2005-2014, payouts have ranged from 0 - 100% of base salary for NEO’s, with the exception of the CEO, whose payouts during that time ranged from 0-150%0-200% of base salary. Actual payouts averaged 46.9%55% of base salary for the NEOs with the exception of the CEO, whose payouts haveand averaged 66.6%96% of base salary for the CEO during that time.period.
For 2017, the Compensation Committee has approved a short-term incentive plan that will have threshold, target and maximum annual incentive amounts expressed as a percentage of base salaries similar in concept to prior years.
Long-Term Incentives
Long-term equity incentives, primarily restricted stock awards and performance shares granted under the shareholder-approved 2011 Incentive Plan, are intended to focus the efforts of NEOs on activities that are necessary to ensure the Company’s long-term success, as reflected in an increase in the Company’s stock price over a period of years. In fiscal 20142016, each of the NEOs received an award of restricted stock shares and an award of restricted stock performance shares. For all NEOs excluding the newly appointed Chief Financial Officer,together, the mix of awards was 40% in restricted stock and 60% in restricted stock performance shares. The restricted stock awards vestvests over three years and are subject to the Company's profitability and normal continued employment in good standing. a three-year period.
The restricted stock performance shares vest based uponin proportional amounts over a three-year period, subject to meeting certain total shareholder return targets.(calculated using the average of the closing price at each quarter end) targets pre-established by the Compensation Committee. For performance shares granted in fiscal 2016, the performance criteria require a 25% eligible share payout for a total annual shareholder return of 9%, a 50% eligible share payout for a total annual shareholder return of 10%, a 75% eligible share payout for a total annual shareholder return of 11% and a 100% eligible share payout for a total annual shareholder return of 12% or greater. If total annual shareholder return is less than 9%, none of the performance shares eligible for vesting that year are earned. Based on the Compensation Committee definition of annual total shareholder return in 2014,returns, the NEOs earned 50%25% of the 2013 restricted stockeligible fiscal year 2014, 2015 and 2016 performance share grant, 0% of the 2012 grant, and 0% of the 2011 grant.grants.
The Compensation Committee determined the amount of awards for each NEO on an individual basis based on its subjective assessment of each NEO's relative performance and value to the organization, taking into consideration the recommendations of the Chief Executive Officer for the other NEOs.NEOs, and taking into consideration the goal of the Compensation Committee that a substantial amount of each NEOs compensation be at-risk. The Compensation Committee confirms achievement of the performance-based
awards in October of each year based on the prior fiscal year’s performance and grants new awards based on the new performance goals set by the Compensation Committee.
The Board of Directors believes that these long-term incentive awards help align the interests of Washington Federal's executives with those of its stockholders through potential stock ownership. Future awards to the NEOs will include a contingent award that will be earned over multiple years based upon criteria consistent with the terms of the 2011 Washington Federal Incentive Plan. The Compensation Committee and the Board of Directors consider stock awards to be a key piece of executive compensation and reviews the appropriateness of such awards annually in light of performance.
In November 2014, the Board implemented a three-year “clawback” policy applicable to certainall executive officers, including the NEOs.officers. The policy provides that, in addition to any other remedies available to the Company under applicable law, the Company may recover (in whole or in part) any incentive compensation, whether paid in cash, stock or other equity, awarded to an executive, whether or not the executive is still employed by the Company, if the Board of Directors or any committee of the Board of Directors
determines that the Company's financial reporting is required to be restated as a result of any fraud or intentional misconduct by one or more executivesthe executive(s) and the Board of Directors determines that a lower amount of incentive compensation would have been paid to such executivethe executive(s) based upon the corrected accounting restatement.
Employment and Change in Control Agreements
TheIn order to provide market-competitive compensation packages and to thereby attract and retain the Company's executives, the Company does not have any employmenthas entered into change of control agreements with the CEO, PCBO and CCO ("Covered NEOs"), which offers severance and change of control benefits to such executives if they are terminated in placeconnection with any NEO. Upon a change of control event. See Potential Payments Upon Change in control of the Company, each unvested equity instrument previously awarded to the NEOs would become fully vested. No other change in control agreements are in place for the NEOs. Control below.
Perquisites
In fiscal 2014,2016, perquisites were provided to certain executive and senior officers. Perquisites are given to executive and senior officers based upon their role in the Company and the business advantage gained by the use of perquisites. The Company provided the following perquisites to NEOs:
The Company provided Supplemental Long-Term Disability coverage to each NEO that provides for $4,000 in monthly income in the event a long-term disability is suffered and prevents continued employment. The annual benefit cost of each policy was approximately $1,200.00$1,300.
Messrs. Beardall, Schoonover and Whitehead were provided membershipswith a Supplemental Long-Term Care policy. The annual cost of the coverage was $1,196, $1,451 and $1,943, respectively.
Each NEO received membership to an athletica downtown club that was also used for business-related entertainment.marketing. The annual cost to the Company of each membership was approximately $2,500.
Ms. Browner and Messrs. Beardall, Schoonover and Whitehead were provided with a Supplemental Long-term Care policy. The annual cost of the coverage was $8,000 per year for each executive.
Parking is also provided for each NEO at a cost of approximately $1,500$3,000 per year, and the Company provided either an automobile or an automobile allowance to Messrs. Beardall Schoonover and Ms. Brower. Auto & Parking and long term care insurance premiums related compensation isSchoonover. Disclosure of these perquisites are included in the Summary Compensation Table asunder “Other.”
Retirement Plans
The Washington Federal 401(k) and Stock Ownership Plan (referred to as the "Plan""Retirement Plan") is a defined contribution plan in which all employees of the Company's operating bank subsidiary with over 1,000 hours worked are eligible to participate. Historically, the Company has contributed 11% of an employees' eligible base salary into the plan on his or her behalf. Company contributions vest ratably over six years; after six years of consecutive employment all contributions are 100% vested.
During fiscal 20142016, the Company contributed 11% of each NEO's eligible base salary.salary into the Retirement Plan. These amounts are included in the Summary Compensation Table under “All Other Compensation.” Amounts exceeding IRS "Top-Heavy” rules are paid directly to the affected executive on a pre-tax basis.
Effective January 1, 2014, the Company added a guaranteed safe harbor matching contribution to the plan equal to 100% of the first 4% of compensation that employees (including NEO's) contribute to their account. In addition to the new match being guaranteed, all safe harbor matching contributions are immediately vested. The new match is not subject to the six yearsix-year vesting schedule of the current profit sharing contribution. This provides Plan participants more investment flexibility. The Company anticipates
that in the future, all eligible employees will continue to receive an annual discretionary profit sharing contribution from the Company, which will now be capped atis subject to a cap equal to 7% of eligible compensation.
Other Matters
The Compensation Committee also considers the accounting, tax, and stockholder dilutiveadministrative costs of specific executive compensation programs, and seeks to balance the earnings, tax and dilutive impact of executive compensation plans with the need to attract, retain and motivate highly-qualified executives. The Compensation Committee also recognizes that regulatory factors can influence the structure of executive compensation programs and takes those into account as appropriate.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth in this Proxy Statement with management and, based on such review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Members of the Compensation Committee
Barbara L. Smith, Chairman
David K. Grant
Anna C. Johnson
Summary Fiscal 2014 Compensation Table
The following tables and related narratives present the compensation for ourthe Company's NEOs in the format specified by the SEC for each of the last three fiscal years.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position: | | Year | | Salary | | Stock Awards (1) | | Option Awards | | Non-Equity Incentive Plan Comp. (2) | | All Other Comp. (3) | | Total |
Roy M. Whitehead
Chairman, President and Chief Executive Officer | | 2014 | | $ | 750,000 |
| | $ | 1,743,000 |
| | $ | — |
| | $ | 834,719 |
| | $ | 87,105 |
| | $ | 3,414,824 |
|
| | 2013 | | 750,000 |
| | 978,000 |
| | — |
| | 1,125,000 |
| | 84,068 |
| | 2,937,068 |
|
| | 2012 | | 750,000 |
| | 363,440 |
| | — |
| | 992,639 |
| | 84,051 |
| | 2,190,130 |
|
| | | | | | | | | | | | | | | |
Brent J. Beardall
Executive Vice President and Chief Banking Officer | | 2014 | | 363,970 |
| | 697,200 |
| | — |
| | 213,440 |
| | 53,889 |
| | 1,328,499 |
|
| | 2013 | | 354,500 |
| | 489,000 |
| | — |
| | 354,500 |
| | 43,753 |
| | 1,241,753 |
|
| | 2012 | | 343,750 |
| | 181,720 |
| | — |
| | 308,000 |
| | 46,276 |
| | 879,746 |
|
| | | | | | | | | | | | | | | |
Linda S. Brower
Executive Vice President Administration | | 2014 | | 280,008 |
| | 581,000 |
| | — |
| | 205,300 |
| | 44,060 |
| | 1,110,368 |
|
| | 2013 | | 269,508 |
| | 228,200 |
| | — |
| | 269,508 |
| | 35,983 |
| | 803,199 |
|
| | 2012 | | 262,758 |
| | 181,720 |
| | — |
| | 233,207 |
| | 35,923 |
| | 713,608 |
|
| | | | | | | | | | | | | | | |
Diane L. Kelleher
Senior Vice President and Chief Financial Officer | | 2014 | | 192,000 |
| | 141,770 |
| | — |
| | 94,118 |
| | 20,329 |
| | 448,217 |
|
| | 2013 | | 155,400 |
| | 17,050 |
| |
| | 26,988 |
| | 18,341 |
| | 217,779 |
|
| | 2012 | | 152,700 |
| | 12,980 |
| |
| | 27,912 |
| | 17,620 |
| | 211,212 |
|
| | | | | | | | | | | | | | | |
Mark A. Schoonover
Executive Vice President and Chief Credit Officer | | 2014 | | 322,311 |
| | 581,000 |
| | — |
| | 189,660 |
| | 50,509 |
| | 1,143,480 |
|
| | 2013 | | 313,500 |
| | 407,500 |
| | — |
| | 313,500 |
| | 41,526 |
| | 1,076,026 |
|
| | 2012 | | 304,500 |
| | 181,720 |
| | — |
| | 269,280 |
| | 40,546 |
| | 796,046 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position: | Year | | Salary | | Stock Awards (1) | | Option Awards | | Non-Equity Incentive Plan Comp. (2) | | All Other Comp. (3) | | Total |
Roy M. Whitehead
Chairman of the Board and Chief Executive Officer | 2016 | | $ | 770,804 |
| | $ | 1,023,854 |
| | $ | — |
| | $ | 1,408,721 |
| | $ | 47,173 |
| | $ | 3,250,552 |
|
| 2015 | | 765,179 |
| | 968,319 |
| | — |
| | 979,429 |
| | 98,766 |
| | 2,811,693 |
|
| 2014 | | 750,000 |
| | 1,024,012 |
| | — |
| | 834,719 |
| | 87,105 |
| | 2,695,836 |
|
| | | | | | | | | | | | | | |
Brent J. Beardall
President and Chief Banking Officer | 2016 | | 398,925 |
| | 475,361 |
| | — |
| | 364,538 |
| | 32,147 |
| | 1,270,971 |
|
| 2015 | | 390,925 |
| | 451,882 |
| | — |
| | 250,192 |
| | 56,560 |
| | 1,149,559 |
|
| 2014 | | 363,970 |
| | 409,605 |
| | — |
| | 213,440 |
| | 53,889 |
| | 1,040,904 |
|
| | | | | | | | | | | | | | |
Vincent L. Beatty
Senior Vice President and Chief Financial Officer
(started in May 2016) | 2016 | | 100,872 |
| | 358,882 |
| | — |
| | 92,177 |
| | 299 |
| | 552,230 |
|
| | | | | | | | | | | | | | |
Cathy E. Cooper
Executive Vice President and Retail Banking Group Manager
(new role effective September 2016) | 2016 | | 109,440 |
| | 24,940 |
| | — |
| | 16,917 |
| | 6,640 |
| | 157,937 |
|
| | | | | | | | | | | | | | |
Mark A. Schoonover
Executive Vice President and Chief Credit Officer | 2016 | | 347,759 |
| | 365,662 |
| | — |
| | 317,782 |
| | 28,652 |
| | 1,059,855 |
|
| 2015 | | 335,259 |
| | 322,773 |
| | — |
| | 214,566 |
| | 51,832 |
| | 924,430 |
|
| 2014 | | 332,311 |
| | 341,337 |
| | — |
| | 189,660 |
| | 50,509 |
| | 913,817 |
|
| | | | | | | | | | | | | | |
Linda S. Brower
Former Chief Administration Officer
(retired in April 2016) | 2016 | | 156,928 |
| | 49,620 |
| | — |
| | — |
| | 24,958 |
| | 231,506 |
|
| 2015 | | 295,758 |
| | 322,773 |
| | — |
| | 189,285 |
| | 48,476 |
| | 856,292 |
|
| 2014 | | 280,008 |
| | 341,337 |
| | — |
| | 205,300 |
| | 44,060 |
| | 870,705 |
|
| |
| 1. | Represents the maximum number potentialestimated fair value of the restricted stock grants. Restricted stock grants vest ratably over three years and the fair value is calculated as the market price of the stock on the day of grant multiplied by the number of shares available to be earned multiplied by thegranted. The fair value atfor performance shares grants is calculated as required by Generally Accepted Accounting Practices utilizing a statistical model to estimate the dateprobability of grant.achieving the required total shareholder return. Note: As required by SEC rules these amounts are the fair value on date of grant and do not reflect the amount realized by the NEO's. |
| |
| 2. | These amounts represent cash incentives earned under the Short-Term Incentive Compensation Plan. |
| |
| 3. | Further descriptions of the amounts set forth under “All Other Compensation” for fiscal 20142016 are set forth in the table below. |
The companyCompany does not maintain any pension plans or any non-qualified individual account plans or deferred compensation plans for any employee or director.
|
| | | | | | | | | | | | | | |
| Name and Principal Position: | | Year | | Company Plan Contribution (1) | | Other (2) | | Total |
Roy M. Whitehead
Chairman, President and Chief Executive Officer | | 2014 | | $ | 77,602 |
| | $ | 9,503 |
| | $ | 87,105 |
|
| | 2013 | | 82,500 |
| | 1,568 |
| | 84,068 |
|
| | 2012 | | 82,500 |
| | 1,551 |
| | 84,051 |
|
| | | | | | | | | |
Brent J. Beardall
Executive Vice President and Chief Banking Officer | | 2014 | | 39,735 |
| | 14,154 |
| | 53,889 |
|
| | 2013 | | 38,830 |
| | 4,923 |
| | 43,753 |
|
| | 2012 | | 37,125 |
| | 9,151 |
| | 46,276 |
|
| | | | | | | | | |
Linda S. Brower
Executive Vice President Administration | | 2014 | | 30,470 |
| | 13,590 |
| | 44,060 |
|
| | 2013 | | 29,481 |
| | 6,502 |
| | 35,983 |
|
| | 2012 | | 28,656 |
| | 7,267 |
| | 35,923 |
|
| | | | | | | | | |
Diane L. Kelleher
Senior Vice President and Chief Financial Officer | | 2014 | | 19,213 |
| | 1,116 |
| | 20,329 |
|
| | 2013 | | 17,160 |
| | 1,181 |
| | 18,341 |
|
| | 2012 | | 16,596 |
| | 1,024 |
| | 17,620 |
|
| | | | | | | | | |
Mark A. Schoonover
Executive Vice President and Chief Credit Officer | | 2014 | | 35,213 |
| | 15,296 |
| | 50,509 |
|
| | 2013 | | 34,210 |
| | 7,316 |
| | 41,526 |
|
| | 2012 | | 33,330 |
| | 7,216 |
| | 40,546 |
|
|
| | | | | | | | | | | | | | |
| Name and Principal Position: | | Year | | Company Plan Contribution (1) | | Other (2) | | Total |
Roy M. Whitehead
Chairman of the Board and Chief Executive Officer | | 2016 | | $ | 42,394 |
| | $ | 4,779 |
| | $ | 47,173 |
|
| | 2015 | | 89,219 |
| | 9,547 |
| | 98,766 |
|
| | 2014 | | 77,602 |
| | 9,503 |
| | 87,105 |
|
| | | | | | | | | |
Brent J. Beardall
President and Chief Banking Officer | | 2016 | | 21,941 |
| | 10,206 |
| | 32,147 |
|
| | 2015 | | 42,122 |
| | 14,438 |
| | 56,560 |
|
| | 2014 | | 39,735 |
| | 14,154 |
| | 53,889 |
|
| | | | | | | | | |
Vincent L. Beatty
Senior Vice President and Chief Financial Officer
(started in May 2016) | | 2016 | | — |
| | 299 |
| | 299 |
|
| | | | | | | | | |
Cathy E. Cooper
Executive Vice President and Retail Banking Group Manager
(new role effective September 2016) | | 2016 | | 5,524 |
| | 1,116 |
| | 6,640 |
|
| | | | | | | | | |
Mark A. Schoonover
Executive Vice President and Chief Credit Officer | | 2016 | | 18,631 |
| | 10,021 |
| | 28,652 |
|
| | 2015 | | 36,493 |
| | 15,339 |
| | 51,832 |
|
| | 2014 | | 35,213 |
| | 15,296 |
| | 50,509 |
|
| | | | | | | | | |
Linda S. Brower
Former Chief Administration Officer
(retired in April 2016) | | 2016 | | 16,501 |
| | 8,457 |
| | 24,958 |
|
| | 2015 | | 32,066 |
| | 16,410 |
| | 48,476 |
|
| | 2014 | | 30,470 |
| | 13,590 |
| | 44,060 |
|
| |
| 1. | Contributions are made directly into the 401(k) plan up to the 401(k) limit as provided in statute. Contributions in excess of this amount are paid directly in cash to the NEO. Prior to January 1, 2016, contributions were made semi-annually. Effective January 1, 2016, contributions are made annually at the end of each calendar year. Due to timing of the change, 2016 only includes a contribution for six months. |
| |
| 2. | Includes auto, parking, long-term care and long term caredisability insurance premiums. |
Grants of Plan-Based Awards for the 20142016 Fiscal Year
The following table sets forth certain information with respect to grants of plan-based awards for the year ended September 30, 20142016 to the Named Executive Officers.NEOs. Grants of equity incentive plan awards to each Named Executive OfficerNEO were made pursuant to the Company's 2011 plan.Incentive Plan. There can be no assurance that the Grant Date Fair Valuegrant date fair value of the Stock Awardsstock awards listed below will ever be realized.
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) (2) (3) | | All other stock awards in shares | | Grant date fair value of stock and option awards | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | All other equity awards
(#) (2) | | Grant date fair value of equity awards
($) (3) |
| Name | | Grant Date | | Threshold $ | | Target $ | | Maximum $ | | Threshold $ | | Target $ | | Maximum $ | | Grant Date | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | |
| Roy M. Whitehead | | 10/28/13 | | — |
| | $ | 750,000 |
| | $ | 1,125,000 |
| | $ | 871,500 |
| | $ | 1,307,250 |
| | $ | 1,743,000 |
| | — |
| | $ | 1,743,000 |
| 10/27/15 | — |
| | 772,500 |
| | 1,545,000 |
| | — |
| | — |
| | — |
| | 28,000 |
| | 694,680 |
|
| | | 10/27/15 | | | | | | | 10,500 |
| | 13,125 |
| | 42,000 |
| | | | 325,631 |
|
| Brent J. Beardall | | 10/28/13 | | — |
| | 145,570 |
| | 363,924 |
| | 348,600 |
| | 522,900 |
| | 697,200 |
| | — |
| | 697,200 |
| 10/27/15 | — |
| | 200,000 |
| | 400,000 |
| | — |
| | — |
| | — |
| | 13,000 |
| | 322,530 |
|
| | | 10/27/15 | | | | | | | 4,875 |
| | 6,094 |
| | 19,500 |
| | | | 151,192 |
|
| Vincent L. Beatty | | 05/23/16 | — |
| | 140,000 |
| | 280,000 |
| | — |
| | — |
| | — |
| | 10,000 |
| | 243,500 |
|
| | | 05/23/16 | | | | | | | 3,750 |
| | 4,688 |
| | 15,000 |
| | | | 114,153 |
|
| Cathy E. Cooper | | 10/30/15 | 1,090 |
| | 24,525 |
| | 49,050 |
| | — |
| | — |
| | — |
| | 1,000 |
| | 24,940 |
|
| Mark A. Schoonover | | 10/27/15 | — |
| | 176,000 |
| | 352,000 |
| | — |
| | — |
| | — |
| | 10,000 |
| | 248,100 |
|
| | | 10/27/15 | | | | | | | 3,750 |
| | 4,688 |
| | 15,000 |
| | | | 116,309 |
|
| Linda S. Brower | | 10/28/13 | | — |
| | 107,803 |
| | 269,508 |
| | 290,500 |
| | 435,750 |
| | 581,000 |
| | — |
| | 581,000 |
| 10/27/15 | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2,000 |
| | 49,620 |
|
| Diane L. Kelleher | | 03/24/14 | | — |
| | 90,000 |
| | 225,000 |
| | — |
| | — |
| | — |
| | 141,770 |
| | 141,770 |
| |
| Mark A. Schoonover | | 10/28/13 | | — |
| | 128,903 |
| | 322,258 |
| | 290,500 |
| | 435,750 |
| | 581,000 |
| | — |
| | 581,000 |
| |
