Lynn A. Terwoerds
About Lynn A. Terwoerds
Independent director since 2023, age 60; currently Audit Committee Chair and member of the First Fed Loan & Asset Quality Committee, with 25 years of cybersecurity leadership across banking and healthcare technology . She is CEO of Digital Resilience, LLC (since 2018) and holds NACD Directorship Certification; her background includes executive roles at the Executive Women’s Forum, Oracle Health Services, and Barclays PLC . The Board determined eight of nine nominees are independent (only the CEO is not), and no director attended fewer than 90% of board and committee meetings in 2024; nine of ten directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital Resilience, LLC | Chief Executive Officer | Since 2018 | Cybersecurity strategy consulting; technology thought leadership |
| Executive Women’s Forum on Information Security, Risk Management and Privacy | Executive Director | Feb 2016 – Dec 2020 | Industry advocacy; advisory board member currently |
| Oracle Health Services Global Business Unit | Cybersecurity Risk Management division | Prior to Feb 2016 | Healthcare tech cyber risk management |
| Barclays PLC | Head of Global Security Architecture & Standards | Prior to Oracle role | Global security architecture; standards leadership in banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northwest Maritime Center | Board President | Current | Non-profit governance; community leadership |
| Executive Women’s Forum | Advisory Board | Current | Information security, risk, privacy advocacy |
| NACD | Directorship Certification | Current | Governance credential |
Board Governance
- Committee assignments: Audit (Chair); Loan & Asset Quality – First Fed Board; member of F3P in 2024 (F3P dissolved in early 2025; duties absorbed into Audit) .
- Audit Committee oversight: integrity of financial reporting, internal controls, auditor independence, and cybersecurity risk management program; met eight times in 2024 .
- Attendance and engagement: No director attended fewer than 90% of applicable meetings in 2024; broad commitment to continuing education and annual evaluations .
- Independence: Board leadership separated (independent Chair); eight of nine nominees are independent (CEO not independent) .
- Governance refresh: Removal of supermajority voting and permitting removal of directors with or without cause proposed in 2025 (approval required at 80%)—a shareholder-friendly shift if adopted .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 8 |
| Loan & Asset Quality (First Fed) | Member | Not disclosed |
| F3P (Fintech Partners) | Member (committee dissolved early 2025) | 4 |
Fixed Compensation
- 2024 actual director cash fees for Lynn A. Terwoerds: $49,892 .
- Retainer structure (rates): Board annual cash retainer $36,530; Committee retainers: Audit member $4,800; Audit chair $4,680; Compensation member $2,800; Compensation chair $3,900; Nominating & Corporate Governance member $2,800; chair $3,120; F3P member $3,000; chair $3,900; Loan & Asset Quality (First Fed Board) member $2,800; chair $3,120 .
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (2024) | 49,892 |
| Board Annual Cash Retainer (rate) | 36,530 |
| Audit Committee Chair Retainer (rate) | 4,680 |
| Audit Committee Member Retainer (rate) | 4,800 |
| Loan & Asset Quality Committee Member Retainer (rate) | 2,800 |
| F3P Committee Member Retainer (rate) | 3,000 |
Performance Compensation
- Stock awards (grant-date fair value, 2024): $23,158; restricted stock grants vest on the one-year anniversary of award; dividends on unvested restricted stock paid upon vesting under the 2020 Equity Incentive Plan .
- All other compensation (primarily dividends on unvested shares) in 2024: $7,575 .
- Options: Company did not grant stock options in 2024 and has no current practice of doing so; director program is restricted stock-based .
| Item | 2024 Value / Terms |
|---|---|
| Stock Awards (Grant-Date Fair Value) | 23,158 |
| Grant Type | Restricted Stock (time-based) |
| Vesting | One-year anniversary of grant |
| Options | None (no option grants in 2024) |
| Dividends on Unvested RS | Included in “All Other Compensation” (7,575) |
No performance metrics are tied to director equity; director awards are time-based restricted stock rather than PSU/option performance instruments .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Interlocks/Notes |
|---|---|---|---|
| First Northwest Bancorp (FNWB) | Yes | Director | Audit Chair; LAQ member |
| Other public company boards | Not disclosed | — | None disclosed in proxy biography |
| Northwest Maritime Center | No | Board President | Non-profit |
| Executive Women’s Forum | No | Advisory Board | Non-profit; prior Executive Director |
Expertise & Qualifications
- 25 years cybersecurity expertise, including incident response and critical infrastructure long-term security strategy; roles across tech, banking, and healthcare sectors .
- Technology and risk management competencies align with Audit oversight (including cybersecurity program review) .
- NACD Directorship Certification, multi-cultural background, and strategy consulting CEO experience support board effectiveness .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Record Date) | 11,060 shares |
| Ownership as % of Shares Outstanding | Less than 1% |
| Shares Outstanding (Record Date) | 9,440,618 |
| Restricted Shares (12/31/2024) | 3,625 shares |
| Restricted Shares (Record Date) | 3,293 shares (voting power) |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited for directors |
| Stock Ownership Guidelines | 3× annual cash retainer for directors; all applicable non-employee directors compliant through 2024 |
Governance Assessment
- Board effectiveness: As Audit Chair with deep cyber risk credentials, Terwoerds leads oversight of financial reporting, internal controls, and cybersecurity—salient for bank risk management and investor confidence; Audit met eight times in 2024, indicating active oversight .
- Independence & alignment: Independent director; company prohibits hedging/pledging and enforces stock ownership guidelines (3× retainer), with directors compliant—positive alignment signals .
- Compensation mix: Director pay is modest and predominantly fixed (cash retainer plus small annual RS grants with one-year vesting), with no options or performance-based director equity—low risk of pay misalignment for directors .
- Attendance & engagement: Strong attendance (>90% for all directors) and Annual Meeting participation; Board emphasizes continuing education and annual evaluations—engagement positive .
- Conflicts/related parties: Related-person transactions limited to ordinary course loans on market terms; all such loans to directors/officers were performing at year-end; no specific transactions involving Terwoerds disclosed—no apparent conflicts .
- Shareholder signals: Prior say-on-pay support >85% (2024) and proposed removal of supermajority voting/expansion of shareholder rights (director removal without cause)—constructive governance direction if approved .
- Compliance: No delinquent Section 16(a) filings noted for Terwoerds in 2024 (late filings were attributed to others), supporting compliance culture .
RED FLAGS
- None disclosed specific to Terwoerds: no pledging/hedging, no related-party transactions, no attendance shortfalls, no option repricing; Audit Chair designation without explicit “financial expert” labeling in proxy (Board identifies Ms. Anderson and one other member as financial experts), but the proxy does not specify which “other member” and does not indicate a deficiency—monitor composition clarity .