Cindy H. Finnie
About Cindy H. Finnie
Cindy H. Finnie (age 74) is the independent Chair of the Board at First Northwest Bancorp (FNWB), serving as a director since 2012. She is co-owner and President of Rainshadow Properties, and previously spent 38 years at Allstate Insurance in leadership across underwriting, sales, business development, and financial management. Finnie holds a BA from the University of Colorado and is recognized for risk management expertise in regulated industries.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allstate Insurance Company | Various leadership roles (property & casualty underwriting, sales leadership, business development, financial management) | 38 years | Recognized as expert in developing insurance agencies; earned top sales leadership award (second in company history) |
| Rainshadow Properties, Inc. | Co-owner and President | Since 1995 | Boutique hotel/property management; ongoing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fort Worden Foundation | Vice President | Current | Non-profit leadership |
| First Fed Foundation | Director | Current | Foundation held 5.16% of FNWB shares as of 2024 record date; votes shares proportionally to other shareholders |
| Port Townsend Lodging Tax Advisory Council | Member | Current | Local advisory role |
| Washington State Arts Commission | Chair | 3 years (prior appointment) | Appointed by WA Governor; chaired three years |
| Centrum (arts and education), Jefferson County Community Foundation, Fort Worden Public Development Authority | Past board leadership | Prior | Community leadership roles |
Board Governance
- Role: Independent Chair of the Board since 2022; Board leadership is separated from CEO to strengthen independent oversight.
- Independence: FNWB board comprises eight independent directors out of nine nominees; only the CEO is non-independent.
- Attendance and engagement: In 2024, FNWB’s Board met 12 times and First Fed’s Board met 14 times; no director attended fewer than 90% of the board and committee meetings. Nine of the ten directors in office attended the 2024 Annual Meeting.
- Committee memberships (current):
- Audit Committee: Member; Audit met 8 times in 2024 (now includes fintech risk oversight after F3P dissolution in early 2025).
- Compensation Committee: Member; met 4 times in 2024.
- Nominating & Corporate Governance Committee: Member; met 4 times in 2024.
- Executive Committee: Member; no formal meetings in 2024, several working sessions on First Fed matters.
- Committee changes: First Fed Fintech Partners (F3P) Committee dissolved in early 2025; duties absorbed into Audit (enhances oversight of fintech and cybersecurity risks within Audit).
Fixed Compensation
| Metric (Director Compensation) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $63,490 | $74,410 |
| Stock Awards ($, grant-date fair value) | $22,588 | $23,158 |
| All Other Compensation ($) | $248 | $10,516 |
| Total ($) | $86,326 | $108,084 |
| Committee Retainers | 2023 Member | 2023 Chair | 2024 Member | 2024 Chair |
|---|---|---|---|---|
| Board annual retainer | $36,530 | — | $36,530 | — |
| Board Chair additional retainer | — | $15,000 | — | $15,000 |
| Audit | $4,160 | $4,680 | $4,800 | $4,680 |
| Compensation | $2,600 | $3,900 | $2,800 | $3,900 |
| Nominating & Corporate Governance | $2,600 | $3,120 | $2,800 | $3,120 |
| F3P (Fintech) | $2,600 | $3,900 | $3,000 | $3,900 |
| Loan & Asset Quality (First Fed) | $2,600 | $3,120 | $2,800 | $3,120 |
| Executive Committee extra monthly retainer | Member: $0 | Chair: $0 | Member: $400/mo (reflected where applicable) | Chair: $390/mo |
Performance Compensation
- FNWB’s non-employee directors receive annual restricted stock grants that vest on the one-year anniversary of the award date. No performance metrics are tied to director compensation.
- FNWB did not grant stock options or option-like instruments in 2024 and does not have a current practice of doing so.
| Restricted Shares Held (Year-End) | 2023 | 2024 |
|---|---|---|
| Restricted shares outstanding (Cindy H. Finnie) | 1,625 shares | 1,476 shares |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| First Fed Foundation | Non-profit; FNWB-related foundation | Director | Held 5.16% of FNWB shares in 2024; shares voted proportionally to other shareholders (limits control). |
| Community boards (e.g., Fort Worden Foundation, Washington State Arts Commission) | Non-profit/public | Vice President/Chair | Civic leadership; no disclosed related-party transactions with FNWB. |
Expertise & Qualifications
- Risk management expertise; extensive leadership in regulated insurance industry; board governance experience as independent Chair.
- Community-oriented leadership; multiple non-profit roles aligning with FNWB’s mission.
Equity Ownership
| Metric | 2024 Record Date (Mar 22, 2024) | 2025 Record Date (Mar 21, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 37,029 | 39,248 |
| Ownership as % of shares outstanding | <1% | <1% |
| Restricted shares with voting power | 1,476 | 2,219 |
| Shares outstanding (FNWB) | 9,443,271 | 9,440,618 |
- Stock ownership guidelines: Non-employee directors must hold FNWB shares equal to 3× their annual cash retainer; all non-employee directors in office at the beginning of 2024 were compliant throughout 2024. Anti-hedging and anti-pledging policy prohibits hedging and pledging of company stock by directors and officers.
Governance Assessment
- Board effectiveness and independence: Finnie serves as independent Chair, supporting separation of board leadership from management and enabling independent oversight; eight of nine directors are independent.
- Committee breadth and risk oversight: Active membership across Audit, Compensation, Nominating & Governance, and Executive committees; audit oversight strengthened by absorbing fintech risk after F3P dissolution in early 2025. Audit (8 meetings), Compensation (4), Nominating & Governance (4) in 2024.
- Attendance and engagement: No director fell below 90% meeting attendance; high annual meeting attendance (9 of 10 directors).
- Director pay alignment: Mix of cash retainers and time-vested restricted stock; observed increase in 2024 cash fees corresponds with Board-approved Executive Committee monthly retainer and updated committee member retainers. No director performance metrics; vesting is time-based.
- Ownership alignment: Compliant with stock ownership guidelines; anti-hedging/anti-pledging policy strengthens alignment.
- Related-party and conflicts: Loans to directors/officers are on market terms and performing; First Fed Foundation voting policy reduces potential influence from Finnie’s foundation role. No disclosed related-party transactions tied to Finnie.
- Compensation committee independence: Committee engages Meridian Compensation Partners (independent; no conflicts) for peer group and compensation design; positive signal for governance rigor.
- Shareholder feedback: Say-on-pay support exceeded 85% in 2024, indicating investor alignment with compensation practices.
- Risk indicators: No delinquent Section 16 filings reported for Finnie in 2023 or 2024; hedging/pledging prohibited; no option repricing or tax gross-ups disclosed for directors.
RED FLAGS: None disclosed specific to Finnie. Potential interlock via First Fed Foundation mitigated by proportional voting policy; continued monitoring is prudent if foundation holdings or governance arrangements change.