Geraldine L. Bullard
About Geraldine L. Bullard
Geraldine “Geri” L. Bullard is Executive Vice President and Chief Operating Officer (COO) of First Northwest Bancorp/First Fed, serving as CFO from March 2020 through March 2025 and as COO since October 2023. She is a licensed CPA with a B.S. from Humboldt State University and is a graduate of the Pacific Coast Banking School at the University of Washington; age 59 as of FY2024 year-end . Company performance context during 2022–2024 shows the “value of initial fixed $100 investment based on TSR” at $53.81 in 2024 (down from $81.95 in 2023 and $77.25 in 2022) and net income of $(6,613) thousand in 2024 (vs. $2,286 thousand in 2023 and $13,496 thousand in 2022), framing a challenging operating backdrop for incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Northwest Bancorp / First Fed | EVP, Chief Financial Officer (Principal Financial & Accounting Officer) | Mar 2020 – Mar 2025 | Led finance and reporting; signed SOX 302 certifications . |
| First Northwest Bancorp / First Fed | EVP, Chief Operating Officer | Oct 2023 – Present | Enterprise operations leadership alongside CFO tenure through Mar 2025 . |
| First Fed | SVP & Treasurer | Jan 2020 – Mar 2020 | Balance sheet/treasury leadership . |
| Salal Credit Union | Controller | Aug 2018 – Jan 2020 | Financial reporting/controls . |
| First Sound Bank | Chief Financial Officer | Feb 2017 – Aug 2018 | Financial leadership at community bank . |
| Sound Community Bank | Controller | Oct 2015 – Feb 2017 | Financial reporting/controls . |
| State of Idaho | Bank Examiner | (Prior period) | Supervisory/Examination experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State of Idaho | Bank Examiner | (Prior period) | Banking supervision background . |
| Professional Credential | Certified Public Accountant (CPA) | Current | Licensed CPA . |
| Education | B.S., Humboldt State University; Pacific Coast Banking School (UW) | — | Banking and finance credentials . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 309,649 | 341,058 |
| Stock Awards (Grant-date fair value, $) | 0 | 67,799 |
| Non-Equity Incentive Plan Compensation ($) | 32,892 | 60,704 |
| All Other Compensation ($) | 28,399 | 33,452 |
| Total ($) | 370,940 | 503,013 |
All Other Compensation detail (2024):
- 401(k) match: $9,851; ESOP contributions: $7,959; Officer life insurance: $456; Dividends on unvested restricted stock: $2,446; Vehicle allowance: $6,000; Housing allowance: $6,500; Fitness allowance: $240 .
Annual bonus target opportunity (2024):
- Target bonus as % of salary: 30% (threshold 15%, stretch 45%) .
Performance Compensation
Annual Cash Incentive Plan (2024) – metrics, targets, and payout results (equally weighted across metrics):
| Metric | Threshold | Target | Stretch | Performance Achieved | Payout as % of Target |
|---|---|---|---|---|---|
| Qualitative Assessment | 50% | 100% | 150% | 0.00% | 0% |
| Return on Average Equity | 5.72% | 7.15% | 8.58% | -4.09% | 0% |
| Net-Interest Margin | 2.59% | 3.24% | 3.89% | 2.74% | 84.57% |
| Customer Deposits / FTE ($000) | 4,436 | 5,545 | 6,654 | 6,636 | 119.68% |
| Coverage Ratio | 24.00% | 20.00% | 16.00% | 17.50% | 0% (Committee applied) |
| Net Promoter Score | 64 | 75 | 86 | 84.19 | 50.00% (reduced from 112% due to reliability factors) |
Notes:
- Equally weighted metrics for named executive officers in 2024; payouts ranged 0–150% of target .
- Company will shift LTI design in 2025 such that 50% of annual long-term incentive awards for NEOs are performance-based over a three-year period (vs. primarily time-based previously) .
- No stock options granted in 2024; company does not maintain an options practice currently .
Equity Ownership & Alignment
Beneficial ownership (as of March 21, 2025 record date):
| Item | Value |
|---|---|
| Shares Beneficially Owned | 31,392 |
| Shares Outstanding (Record Date) | 9,440,618 |
| Ownership % | ~0.33% (calc. from 31,392/9,440,618) |
Outstanding unvested equity and vesting schedule (as of 12/31/2024; market value at $10.20/share):
| Grant Date | Unvested Shares (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|
| 03/07/2020 | 1,000 | 10,200 | Vests in full on 03/07/2025 |
| 05/07/2020 | 2,500 | 25,500 | Vests in full on 05/07/2025 |
| 03/07/2022 | 658 | 6,712 | Vests in full on 03/07/2025 |
| 03/07/2024 | 6,647 | 67,799 | Vests in three equal annual tranches beginning 03/07/2025 |
Implications for potential selling pressure:
- 2025 vesting cliffs include 03/07/2025 (1,000 + 658 + first 1/3 of 6,647) and 05/07/2025 (2,500), creating discrete liquidity windows if shares are not retained .
Alignment policies:
- Anti-hedging and anti-pledging policy prohibits directors and officers from hedging or pledging company stock (no margin or collateral use) .
- Ownership guidelines apply to CEO (3x salary) and directors; proxy does not disclose guidelines for other executives .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Ms. Bullard does not have an individual employment agreement . |
| Change-in-Control (CIC) Plan | Participant in First Fed Executive CIC Plan since April 2024; double-trigger cash severance if terminated without Cause or resigns for Good Reason in connection with a CIC . |
| CIC Cash Benefits | Lump-sum within five business days: (1) earned but unpaid salary/reimbursements/PTO/short- and long-term incentive for prior year; (2) pro rata target bonus for year of termination; (3) 2x (greater of base salary at CIC or termination) + target bonus; (4) 18 months COBRA monthly cost . |
| Equity Treatment on CIC | Accelerates only if involuntary termination within 365 days post-CIC or awards not assumed/replaced on equivalent terms (“double trigger”) . |
| 280G / Excise Tax | Best-net cutback or full pay, whichever yields greater after-tax benefit for participants under CIC Plan (no gross-up) . |
| Clawback Policy | Company has a compensation clawback policy (applies to executives) . |
| Non-Compete/Non-Solicit | Not disclosed in proxy for Ms. Bullard. — |
Performance & Track Record
| Indicator | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | 77.25 | 81.95 | 53.81 |
| Net Income ($000) | 13,496 | 2,286 | (6,613) |
Additional context:
- 2024 incentive achievement reflected headwinds (ROAE and Coverage Ratio at 0% payout; NIM and Deposits/FTE partially/over-achieved; NPS payout reduced by committee discretion) .
Compensation Structure Analysis
- Mix shifted toward equity in 2024 via “Transition Equity Grant” to each NEO, increasing Compensation Actually Paid vs. 2023; options are not used, and starting in 2025 50% of LTI becomes performance-based over 3 years, increasing pay-for-performance sensitivity going forward .
- Annual cash bonus targets for Ms. Bullard remained at-risk (0–150% of 30% target), with diversified metrics to balance growth and risk management .
- Perquisites are modest (vehicle, housing allowances, and dividends on unvested stock) relative to total pay .
Governance, Policies, and Signals
- Compensation committee retains Meridian Compensation Partners as independent consultant; no conflicts disclosed .
- Anti-hedging/pledging policy in effect for directors and officers .
- Section 16 compliance: company notes one late Form 4 for Ms. Bullard (and several others), otherwise in compliance for 2024 filings .
- Related party transactions policy: executive/director loans only on market terms, normal risk, and performing as of 12/31/2024 .
Risk Indicators & Red Flags
- Negative 2024 net income and depressed TSR value reflect operating stress that can constrain bonus payouts and retention levers .
- Large 2025 vesting events (March and May) could create incremental selling supply unless retained; however, anti-pledging and clawback policies mitigate some alignment risks .
- One late Form 4 filing noted for Ms. Bullard in 2024 (compliance process oversight) .
Equity Ownership & Vesting (Detail)
| Item | Detail |
|---|---|
| 2025 Vesting Windows | 03/07/2025: 1,000 (2020 grant) + 658 (2022 grant) + first 1/3 of 6,647 (2024 grant); 05/07/2025: 2,500 (2020 grant) . |
| Dividends on Unvested Stock | $2,446 (2024) paid as part of All Other Compensation . |
Employment & Tenure Snapshot
- Joined First Fed January 2020; CFO from March 2020 to March 2025; COO since October 2023 and continuing thereafter .
- SOX 302 CFO certifications signed in FY2023 and FY2024 reports .
Investment Implications
- Compensation alignment: 2025 move to 50% performance-based LTI should increase multi-year pay-for-performance sensitivity; absence of options reduces convexity but supports retention through RSUs/PSUs .
- Near-term selling pressure: Material RSU vestings on 03/07/2025 and 05/07/2025 create potential supply; monitor Form 4s around these dates for liquidity signals .
- Retention and CIC risk: No individual employment agreement, but robust, double-trigger CIC cash protection (2x salary+target bonus plus pro-rata bonus and COBRA) could reduce voluntary turnover risk in a transaction scenario; equity acceleration remains double-trigger, limiting windfalls absent termination .
- Governance quality: Independent consultant, clawback, and anti-pledging policies are shareholder-friendly; note minor Section 16 timeliness lapse (one late Form 4) .
- Execution backdrop: 2024 underperformance on ROAE and credit coverage constrained bonus outcomes; focus on NIM and deposit productivity (Deposits/FTE) drove partial payouts—watch for improvement in profitability metrics to sustain incentive realizations and retention .