Gabriel S. Galanda
About Gabriel S. Galanda
Gabriel S. Galanda is an independent director of First Northwest Bancorp (FNWB), serving since 2021. He is an Indigenous rights attorney and managing lawyer at Galanda Broadman, PLLC (since 2010), with a practice focused on complex litigation and crisis management for Indigenous nations, businesses, and citizens. He holds a BA from Western Washington University and a JD with a Tribal Law and Policy Certificate from the University of Arizona; age 48 as of December 31, 2024. Recognitions include Best Lawyers in America (Native American Law and Gaming Law, 2007–2024) and Super Lawyer (2013–2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Galanda Broadman, PLLC | Managing Lawyer | 2010–present | Leads complex, multi-party litigation and crisis management for Indigenous clients |
| Huy (501(c)(3)) | Founder; Chairman, Board of Advisors | Not disclosed | Leads amicus curiae efforts before U.S. Supreme Court and appellate courts nationwide |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Huy (non-profit) | Chairman, Board of Advisors | Not disclosed | Oversees rehabilitative support initiatives; directs amicus strategy |
| Public company boards | Not disclosed | — | No other public company directorships disclosed in FNWB proxy |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair. The committee met four times in 2024 and all members are independent per NASDAQ standards .
- Board attendance: FNWB Board held 12 meetings in 2024; Bank Board held 14. No director attended fewer than 90% of total meetings of boards and committees on which they served .
- Board leadership: Independent Chair separate from CEO, enhancing independent oversight and liaison with management .
- Committee context: Nominating and Corporate Governance oversees board composition, succession, governance policies, and ESG programming; membership includes Anderson, Bartee, Galanda, Finnie; Tonina is Chair .
Director Election Results (Mr. Galanda)
| Year | For (votes) | For (%) | Withheld (votes) | Withheld (%) | Broker Non-Votes |
|---|---|---|---|---|---|
| 2023 | 7,020,500.62 | 98.69% | 93,122.08 | 1.30% | 1,138,029.00 |
| 2024 | 6,407,049.70 | 93.81% | 422,413.00 | 6.19% | 1,177,710.00 |
| 2025 | 6,093,367.61 | 90.95% | 606,536.00 | 9.05% | 1,119,866.00 |
Say-on-Pay (Advisory) Results
| Year | For (votes) | For (%) | Against (votes) | Against (%) | Abstain (votes) | Abstain (%) |
|---|---|---|---|---|---|---|
| 2023 | 6,078,366.70 | 85.44% | 726,059.01 | 10.20% | 309,197.00 | 4.34% |
| 2024 | 5,716,951.00 | 83.71% | 737,782.70 | 10.80% | 374,729.00 | 5.49% |
| 2025 | 4,542,616.61 | 67.80% | 1,138,729.00 | 17.00% | 1,018,559.00 | 15.20% |
Notable governance signal: Two consecutive attempts to remove supermajority voting provisions received majority support but failed the 80% threshold (67.50% of shares outstanding in 2024; 65.76% in 2025), indicating shareholder appetite for declassification/reform but structural impediment persists .
Fixed Compensation
| Component | Amount | Source/Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $39,412 | Includes base and committee retainers |
| Annual base retainer (2024 schedule) | $36,530 | Paid monthly |
| Committee retainer – Nominating & Corporate Governance (member) | $2,800 | Paid monthly |
| Committee chair adders (Nominating & Corporate Governance – Chair) | $3,120 | Not applicable to Galanda (not chair) |
| Executive Committee monthly adders | $400 member / $390 chair | Not applicable (Galanda not on Executive Committee) |
| All other compensation (2024) | $4,912 | Cash dividends on unvested restricted stock, paid on vesting |
Performance Compensation
| Equity Component | Grant Value (2024) | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual restricted stock grant (director program) | $23,158 | Notional; see restricted shares held below | One-year cliff vest | Valued at grant using closing price per ASC 718; annual grants to all directors |
| Restricted shares held at 12/31/2024 | — | 2,419 shares | — | Directors receive dividends on unvested RS, paid upon vesting |
| Performance metrics tied to director equity | None disclosed | — | — | Director awards are time-based, not performance-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed in FNWB proxy for Mr. Galanda |
| Private/non-profit boards | Huy (Chairman, Board of Advisors) |
| Interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Experienced litigator and transactional attorney; managing lawyer since 2010 .
- Recognized by Best Lawyers in America (Native American Law and Gaming Law) 2007–2024; peer-named Super Lawyer 2013–2025 .
- Governance/ESG exposure via Nominating & Corporate Governance Committee responsibilities .
- Education: BA (Western Washington University); JD with Tribal Law and Policy Certificate (University of Arizona) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of record date 3/21/2025) | 9,033 shares | “Less than 1%” of shares outstanding; table indicates “*” |
| Shares outstanding (as of record date 3/21/2025) | 9,440,618 | — |
| Restricted shares included in beneficial ownership (voting power) | 2,219 shares | Footnote indicates voting power on these restricted shares |
| Anti-hedging/anti-pledging policy | Prohibits hedging and pledging by directors/officers | Alignment safeguard |
| Director stock ownership guideline | 3x annual cash retainer; all non-employee directors in office at start of 2024 were compliant throughout 2024 | Applies to Galanda as a director since 2021 |
Related Party & Conflicts Review
- Loans to directors/officers are extended in the ordinary course on market terms per policy; all such loans to directors/officers and related persons were performing as of December 31, 2024 .
- No transactions with entities controlled by Mr. Galanda or related-party exposure were disclosed in the proxy beyond standard loan policy .
- Anti-hedging and anti-pledging prohibits misalignment via derivatives or collateralization of FNWB stock .
Governance Assessment
- Board effectiveness: Galanda’s independence is affirmed via membership on an independence-only committee; his committee focuses on board composition, succession planning, governance policies, and ESG oversight—aligned with investor expectations on board refreshment and governance .
- Attendance/engagement: FNWB reports no director under 90% attendance across boards/committees in 2024, indicating strong engagement standards; the Nominating & Corporate Governance Committee met four times .
- Pay and alignment: Director pay mix includes modest cash plus time-based equity; dividends accrue on unvested RS and are paid at vest—common for small-cap banks. Company enforces ownership guidelines (3x cash retainer) with reported compliance, and prohibits hedging/pledging, supporting alignment .
- Shareholder signals: Withhold rates against Galanda increased from 1.30% (2023) to 6.19% (2024) and 9.05% (2025), mirroring broader pressure (say-on-pay support fell to 67.8% in 2025) and ongoing—but unsuccessful—efforts to remove supermajority voting. This suggests rising governance scrutiny and appetite for reforms, though structural protections remain .
- RED FLAGS:
- Rising withhold votes on director elections (including Galanda) and declining say-on-pay support point to growing shareholder dissatisfaction .
- Persistent supermajority provisions (failed removal in 2024–2025) constrain shareholder-driven governance changes .
- Mitigating factors: Independent board chair structure and independent committees; clear governance charters and risk oversight processes (including cybersecurity oversight at Audit) .
Overall, Galanda’s independent status, governance committee role, and compliance with ownership guidelines support investor alignment. The primary governance watch items are rising withholds and stalled supermajority removal, which warrant continued engagement and monitoring ahead of future annual meetings .