Dana D. Behar
About Dana D. Behar
Dana D. Behar (age 62) is an independent director of First Northwest Bancorp (FNWB) who has served on the board since 2015. He is the owner of Discovery Bay Investments, LLC, a private equity firm focused on agricultural land and real estate; previously he spent 23 years at HAL Real Estate Investments Inc., including as President & CEO from 2005 to 2015. Earlier roles include brand management at Procter & Gamble, Director of Marketing at Egghead Software, and management consulting with the Wharton Small Business Development Center; he holds a BA in business (finance) from the University of Washington and an MBA (finance) from The Wharton School. He is committee chair of First Fed’s Loan and Asset Quality Committee and serves on FNWB’s Audit Committee, with the board identifying eight of nine directors (including Behar) as independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HAL Real Estate Investments Inc. | President & CEO | 2005–2015 | Led private equity real estate entity; senior leadership experience |
| Procter & Gamble | Brand Management | Not disclosed | Consumer brand management background |
| Egghead Software | Director of Marketing | Not disclosed | Retail marketing leadership |
| Wharton Small Business Development Center | Management Consultant | Not disclosed | Consulting, small business advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Discovery Bay Investments, LLC | Owner | 2015–present | Private equity focused on agricultural land & real estate |
| Samis Foundation | Trustee | Not disclosed | Community trustee role |
| Community Roots Housing | Board Member (prior) | Not disclosed | Community housing governance (prior) |
| Forterra Strong Communities Fund | Board Member (prior) | Not disclosed | Community investment governance (prior) |
Board Governance
- Committee assignments: Audit (member) and Loan & Asset Quality (First Fed board) – Chair .
- Independence: Board determined eight of nine nominees are independent; only the CEO is not independent .
- Attendance: In 2024, FNWB board met 12 times and the bank board met 14 times; no director attended fewer than 90% of board and committee meetings. Nine of ten directors attended the 2024 annual meeting .
- Audit Committee expertise: The Audit Committee comprises Terwoerds (Chair), Behar, Finnie, Anderson, Brennan; the board designated Ms. Anderson and one other member as “Audit Committee Financial Expert” per SEC definition .
- Governance signals: Board proposed removing supermajority voting and permitting shareholder removal of directors with or without cause (Proposal 2) – a shareholder rights enhancement .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board Annual Retainer (2024) | 36,530 | Effective Jan 1, 2024 |
| Audit Committee Member Retainer | 4,800 | Paid annually |
| Loan & Asset Quality (First Fed) Member Retainer | 2,800 | Paid annually |
| Loan & Asset Quality (First Fed) Additional Chair Retainer | 3,120 | Chair premium; chairs receive member retainer plus chair retainer |
| Fees Earned or Paid in Cash (2024) | 47,250 | Reported total cash fees for Behar |
Performance Compensation
| Equity Element | Grant/Status | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| Annual Restricted Stock (Directors) | 2024 Director grant | $23,158 | Vests on one-year anniversary of grant; standard annual RS for directors |
| Restricted Shares Held (Behar) | As of Dec 31, 2024 | 1,476 shares | Unvested shares; dividends on unvested RS paid upon vesting |
| Anti-Hedging/Pledging | Policy applies | — | Directors prohibited from hedging or pledging company stock |
| Options | Not granted | — | FNWB did not grant options in 2024 and has no current practice of doing so |
Notes:
- Director equity awards are time-vested RS without performance metrics; dividends on unvested RS are included in “All Other Compensation” at vesting .
- Behar’s “All Other Compensation” totaled $10,017 in 2024, which includes cash dividends on unvested RS, paid on vesting under the 2020 Equity Incentive Plan .
Other Directorships & Interlocks
| Company Type | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not disclose any current public company directorships for Behar |
Expertise & Qualifications
- Finance and real estate private equity leadership (HAL Real Estate CEO; Discovery Bay owner) .
- Corporate management, marketing, and consulting experience (P&G, Egghead Software, Wharton SBDC) .
- Educational credentials: BA in business (finance) – University of Washington; MBA (finance) – Wharton .
- Committee leadership in credit risk oversight (Loan & Asset Quality Chair) and Audit member status .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Dana D. Behar | 137,686 | 1.46% | Includes 19,852 shares held jointly with spouse; includes restricted stock (see notes) |
| FNWB Shares Outstanding (Record Date) | 9,440,618 | — | Record date March 21, 2025 |
| Restricted Shares (Voting Power, Record Date) | 2,219 | — | Behar has voting power over these restricted shares (record date context) |
| Restricted Shares Held (Dec 31, 2024) | 1,476 | — | Unvested RS balance as of year-end |
| Stock Ownership Guideline Compliance | Compliant | — | Non-employee directors required to hold ≥3× annual cash retainer; all such directors were compliant in 2024 |
| Hedging/Pledging | Prohibited | — | Anti-hedging and anti-pledging policy for directors/officers |
Governance Assessment
- Board effectiveness: Behar’s dual role as Audit member and Chair of Loan & Asset Quality aligns with credit, audit, and risk oversight priorities for a community bank; committee meetings were active (Audit met 8 times in 2024), supporting engagement and oversight .
- Independence and attendance: Behar is independent under NASDAQ rules; the board reported no director below 90% attendance and strong annual meeting participation, supporting engagement and investor confidence .
- Ownership alignment: Meaningful personal ownership (1.46% of outstanding) and compliance with director ownership guidelines, combined with anti-hedging/pledging restrictions, indicate strong alignment with shareholders .
- Compensation structure: Director pay mix includes cash plus time-vested RS with one-year vesting, no options, and dividend accruals paid upon vesting; structure is standard for community banks and avoids high-risk instruments .
- Conflicts/related-party checks: The proxy discloses director/officer loans are in the ordinary course on market terms and performing; no related-party transactions involving Behar are disclosed, and Section 16 compliance notes late filings for others but not Behar, reducing conflict/red flag risk .
- Shareholder rights signal: Board’s proposal to remove supermajority voting and allow director removal with or without cause demonstrates responsiveness to shareholder governance norms and potential improvement in accountability mechanisms .
RED FLAGS: None disclosed specific to Behar. No pledging or hedging permitted by policy; no related-party transactions disclosed; attendance and independence standards met .