Johanna A. Bartee
About Johanna A. Bartee
Johanna A. Bartee, age 43, was appointed to FNWB’s Board on February 25, 2025 and is standing for election; she serves on the Nominating & Corporate Governance Committee and First Fed’s Loan and Asset Quality Committee (FF) . She is Executive Director of JST Capital, a Native Community Development Financial Institution she founded in 2018, with prior roles at Banc of California (financial institutions coverage), Nomura Securities (investment banking—acquisitions and leveraged finance), and a Department of Defense contractor (account manager) where she sold and executed over $100 million of communications and IT security projects across Asia and the Pacific . Bartee holds two BA degrees from the University of Washington and an MBA from Columbia Business School, bringing expertise in banking, finance, real estate, sales, and economic development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JST Capital (Native CDFI) | Executive Director; Founder | 2018–present | Leads nonprofit revolving loan fund serving North Olympic Peninsula |
| Nomura Securities | Investment Banking Associate (Acquisitions & Leveraged Finance); Business Development & Strategic Planning | Not disclosed | Involved in several multibillion-dollar transactions; strategy support for IBD |
| Banc of California | Financial Institutions Relationship Manager | Not disclosed | Coverage of financial institutions clients |
| DoD contractor (Honolulu) | Account Manager | Not disclosed | Sold/executed $100M+ communications & IT security projects across Asia/Pacific |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clallam County Opportunity Fund | Board Director | Not disclosed | Reviews applications; advises County Commissioners on fund strategy/use |
| Port Angeles Waterfront District Board | Board member | Not disclosed | Supports community beautification, elevation, and economic prosperity |
Board Governance
- Committees: Nominating & Corporate Governance; Loan and Asset Quality (First Fed Board). No chair roles disclosed for Bartee .
- Committee independence: All members of Audit, Compensation, and Nominating & Corporate Governance Committees are independent under NASDAQ rules .
- Independence status: The Board determined 8 of 9 nominees are independent; only CEO is not independent (Bartee is independent) .
- Board leadership: Independent Chair (Cindy H. Finnie); CEO and Chair roles separated .
- Attendance: In 2024 FNWB held 12 Board meetings and First Fed held 14; no director attended fewer than 90% of board and committee meetings (Bartee appointed in 2025) .
- Annual meeting attendance: Nine of ten directors attended the 2024 annual meeting .
- Governance refresh: Board dissolved the F3P Committee in early 2025; duties absorbed into Audit—signals consolidation of fintech risk oversight under Audit .
- Recruitment: Bartee was identified by a non-management director and appointed effective February 25, 2025 to fill a 2024 vacancy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $36,530 | Effective Jan 1, 2024; paid monthly |
| Board Chair additional retainer | $15,000 | Paid to the Chair; Bartee is not Chair |
| Committee retainer – Nominating & Corporate Governance (member) | $2,800 | Paid monthly |
| Committee retainer – Loan & Asset Quality (First Fed Board) (member) | $2,800 | Paid monthly |
| Committee retainer – Audit (member/chair) | $4,800 / $4,680 | For reference; Bartee not on Audit |
| Committee retainer – Compensation (member/chair) | $2,800 / $3,900 | For reference; Bartee not on Compensation |
| Executive Committee additional retainer | $400/month member; $390/month chair | For reference; Bartee not on Executive |
No additional cash compensation is paid for service on the First Fed Board; retainers are paid in equal monthly installments .
Performance Compensation
| Element | Structure | Vesting | 2024/Program Detail |
|---|---|---|---|
| Annual Director Equity Grant | Restricted Stock (RSAs) | One-year cliff vest from grant date | Standard for directors since 2020; 2024 award grant-date fair value around $23,158 for most; initial appointee Brennan received additional grant ($73,455) |
| Dividends on unvested RSAs | Cash dividends | Paid upon vesting under 2020 Equity Incentive Plan | Applies to directors; included in “All Other Compensation” when vested |
| Deferred Compensation Plan | Fee deferral with investment elections | Lump-sum or installments up to 15 years | Aggregate director deferred comp liability ~$121,000 at 12/31/2024 |
FNWB does not use performance-based equity or option awards for directors; equity is time-based. Options are not a current practice; no option grants were made in 2024 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None disclosed for Bartee |
| Non-profit/Advisory boards | Clallam County Opportunity Fund; Port Angeles Waterfront District Board |
| Potential interlocks (competitors/suppliers/customers) | Not disclosed; no related-party transactions involving Bartee identified |
Expertise & Qualifications
- Banking and finance experience including investment banking at Nomura (acquisitions and leveraged finance) and FI coverage at Banc of California; involved in several multibillion-dollar transactions .
- Executive leadership of a Native CDFI (JST Capital), with active involvement in economic development initiatives across the North Olympic Peninsula .
- Sales and operations track record, including $100M+ DoD communications and IT security projects across Asia/Pacific .
- Education: Two BA degrees (University of Washington) and MBA (Columbia Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Johanna A. Bartee | 6,990 | <1% | Includes 6,990 restricted shares with voting power; FNWB had 9,440,618 shares outstanding as of 3/21/2025 |
- Stock ownership guidelines: Non-employee directors must own FNWB shares equal in value to 3× annual cash retainer; directors in office at beginning of 2024 were compliant throughout 2024 (Bartee joined in 2025; compliance status not disclosed) .
- Anti-hedging/anti-pledging: Directors and officers are prohibited from hedging FNWB stock and from holding or pledging FNWB stock in margin accounts .
Governance Assessment
- Independence and committee fit: Bartee is independent and placed on Nominating & Corporate Governance (ESG oversight, board composition, succession) and First Fed’s Loan & Asset Quality—both well-aligned with her finance and lending background .
- Engagement signals: Board held frequent meetings in 2024 (12 FNWB, 14 First Fed), with >90% attendance across directors; annual meeting attendance was high (9/10) .
- Ownership alignment: Bartee holds 6,990 restricted shares; FNWB enforces director ownership guidelines and prohibits hedging/pledging—positive alignment and risk control .
- Compensation governance: Director pay is largely retainer plus time-vested RSAs; no performance-based director equity—common among community banks; compensation is overseen by an independent Compensation Committee using Meridian Compensation Partners as independent consultant (reduces risk of pay inflation or conflicts) .
- Shareholder-rights improvement: 2025 Proposal 2 seeks removal of supermajority voting provisions and allows removal of directors with or without cause—if approved, materially improves shareholder rights and accountability .
- Related-party exposure: Loans to directors are at market terms per policy; all were performing at 12/31/2024; no related-party transactions disclosed involving Bartee .
- Compliance/Risk indicators: Delinquent Section 16 filings noted for other individuals (not Bartee); Board maintains insider trading and clawback policies, and prohibits hedging/pledging by directors and officers—supportive of investor confidence .
RED FLAGS: None disclosed for Bartee regarding attendance, related-party transactions, pledging/hedging, or late filings. Potential areas to monitor include any organizational interactions between FNWB/First Fed and JST Capital given Bartee’s executive role there (no transactions disclosed) .