Norman J. Tonina, Jr.
About Norman J. Tonina, Jr.
Independent director of First Northwest Bancorp (FNWB) since 2013; age 60. Background spans finance and human capital leadership: early career at Digital Equipment Corporation; finance manager and Senior Director of Finance at Microsoft before transitioning to HR leadership in 1999; Chief Human Resources Officer and advisor to CEO/Board at Grameen Foundation (2010–2016). Currently President of the First Fed Foundation and adjunct faculty in Seattle Pacific University’s graduate program in Industrial and Organizational Psychology (since 2011). Education: BA in Business Administration (Northeastern University), HR certificate (University of Michigan), Master’s in Organizational Psychology (Antioch University). Tenure on FNWB board: ~12 years through 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital Equipment Corporation | Early career (finance/operations – began career) | 1987 | Foundation of finance/technology exposure |
| Microsoft Corporation | Finance Manager; Senior Director of Finance; HR leadership directing global culture/leadership/talent initiatives | Finance through 1999; HR from 1999 | Financial planning and scaled HR strategy, global initiatives |
| Grameen Foundation | Chief Human Resources Officer; Advisor to CEO and Board | 2010–2016 | Human capital management in mission-driven NGO |
| Fort Worden Public Development Authority | Board Member | 2011–2021 | Community governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Fed Foundation | President | Current | Philanthropic leadership aligned with First Fed’s communities |
| Seattle Pacific University | Adjunct Faculty, Industrial & Organizational Psychology | Since 2011 | Academic expertise in organizational psychology and leadership |
Board Governance
- Committees (2025): Compensation (member); Nominating & Corporate Governance (Chair); Executive Committee (member). The Nominating & Corporate Governance Committee met four times in 2024; Compensation met four; Executive Committee held working sessions but no formal meetings in 2024. The Board also dissolved the First Fed Fintech Partners (F3P) Committee in early 2025 and absorbed duties into Audit; Tonina was F3P Chair in 2024. All members of the Audit, Compensation, and Nominating & Corporate Governance Committees are NASDAQ “independent.”
- Attendance and engagement: FNWB Board met 12 times and First Fed Board met 14 times in 2024; no director attended fewer than 90% of total board and committee meetings. Nine of ten directors attended the May 30, 2024 Annual Meeting.
- Years of service: Director since 2013; also director of First Fed.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $53,830 | Reflects base director retainer plus committee retainers and Executive Committee member monthly stipend |
| All Other Compensation | $5,099 | Includes cash dividends on unvested restricted stock paid upon vesting under the 2020 Equity Incentive Plan |
| Total Cash & Other | $58,929 | Sum of cash and “all other” |
Director retainer schedule effective Jan 1, 2024 (structure driver of cash mix):
| Retainer Type | Member Retainer | Chair Retainer | Notes |
|---|---|---|---|
| Board Annual Retainer (non-employee) | $36,530 | +$15,000 for Board Chair | Paid monthly; no additional cash for First Fed Board service |
| Audit Committee | $4,800 | $4,680 | Paid monthly |
| Compensation Committee | $2,800 | $3,900 | Paid monthly |
| Nominating & Corporate Governance | $2,800 | $3,120 | Paid monthly |
| F3P (2024) | $3,000 | $3,900 | Dissolved early 2025; duties moved to Audit |
| Loan & Asset Quality (First Fed Board) | $2,800 | $3,120 | Paid monthly |
| Executive Committee | $400/month | +$390/month to Committee Chair | Additional 2024 stipends approved and reflected in fees |
Performance Compensation
| Equity Award (2024) | Grant Date Fair Value | Shares Outstanding (Unvested, 12/31/2024) | Vesting | Dividend Treatment |
|---|---|---|---|---|
| Restricted Shares (time-based) | $23,158 | 1,476 shares | One-year anniversary of award date | Cash dividends on unvested shares paid upon vesting |
No director performance metrics (e.g., PSU hurdles) are disclosed for non-employee directors; annual equity grants are time-vested restricted shares approved by the Compensation Committee.
Other Directorships & Interlocks
- None disclosed for Tonina in the proxy (no public company board interlocks identified).
Expertise & Qualifications
- Finance and operations: Senior Director of Finance at Microsoft; began career at DEC.
- Human capital leadership: Led strategic, global HR initiatives; CHRO at Grameen Foundation; adjunct in organizational psychology.
- Community and governance: President of First Fed Foundation; prior board service at Fort Worden PDA.
Equity Ownership
| Item | Value | Detail |
|---|---|---|
| Beneficial Ownership (as of Record Date Mar 21, 2025) | 40,847 shares | Less than 1% of shares outstanding (9,440,618 total shares) |
| Restricted Shares Counted in Beneficial Ownership Footnote | Footnote indicates restricted shares are included | Asterisk entries denote “Less than one percent of shares outstanding” and footnotes identify restricted shares as beneficially owned |
| Stock Ownership Guidelines | 3x annual cash retainer (non-employee directors) | All non-employee directors in office at beginning of 2024 were compliant throughout 2024 |
| Anti-Hedging/Pledging | Prohibited for directors/officers | No short sales or derivatives; no margin accounts or pledging |
Governance Assessment
- Independence and leadership: Tonina is independent under NASDAQ standards and chairs the Nominating & Corporate Governance Committee, a central role for board composition, succession, and ESG oversight—positively supports board effectiveness.
- Attendance and engagement: Board and committee attendance ≥90% in 2024 indicates strong engagement; annual meeting participation by nine of ten directors underscores shareholder-facing commitment.
- Compensation mix and alignment: Cash retainer structure is modest for a regional bank; equity grants are time-vested restricted shares with one-year vesting—aligns interests but lacks performance-conditioned equity, which is typical for director pay and reduces incentive for short-term risk-taking.
- Ownership alignment: Compliant with 3x retainer stock ownership guideline; anti-hedging/pledging policies reduce misalignment risk.
- Committee workload and oversight: As 2024 F3P Chair and 2025 NCG Chair with Executive Committee participation, Tonina is positioned across strategy/governance levers. Dissolution of F3P and transfer of duties to Audit in 2025 may streamline oversight, but requires continued cyber/fintech risk vigilance.
- Related-party/loans: Director/officer loans are in ordinary course, on market terms, and performing—no unfavorable features noted. No other related-party transactions flagged.
- Compensation governance: Compensation Committee uses an independent consultant (Meridian); independence affirmed and no conflicts—supports sound pay governance.
Red Flags
- None material identified in proxy; director loans are standard and performing; anti-hedging/pledging in place; director equity is time-vested (no re-pricing or tax gross-ups disclosed). Continued monitoring warranted on fintech oversight transition (F3P → Audit) to ensure robust risk coverage.