Sean P. Brennan
About Sean P. Brennan
Independent director since 2024; age 62; over 35 years in commercial banking, including co-founding Puget Sound Bank and serving as EVP & Chief Lending Officer until its merger into Heritage Bank in 2018 . Subsequent roles include regional commercial banking leadership at Heritage Bank (2018–2020) and corporate banking development consulting (2021–2023) before retirement at year-end 2023 . Current FNWB board committees: Audit, Compensation, Loan & Asset Quality (First Fed), and Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puget Sound Bank | Co‑founder; EVP & Chief Lending Officer | 2004–Jan 2018 | Led commercial lending until merger with Heritage Bank |
| Heritage Bank | SVP, Regional Commercial Banking Director | Jan 2018–Dec 2020 | Regional leadership in corporate banking |
| Heritage Bank NW (Community Development Entity) | Corporate banking development consultant; Leadership Committee member | Jan 2021–Dec 2023 | Banking development; CDE leadership |
| Washington Trust Bank (Seattle office) | Vice President | 2000–2005 | Opened and grew Seattle corporate banking office |
| U.S. Bank (Seattle corporate banking team) | Vice President | 1987–2000 | Corporate banking |
External Roles
| Organization | Type | Role | Tenure | Committees |
|---|---|---|---|---|
| Uwajimaya, Inc. | Private | Director | Jan 2022–present | Chair, Real Estate Task Force; Member, Compensation Committee |
| GeoEngineers, Inc. | Employee‑owned (private) | Director | 2024–present | Vice‑Chair, Finance Committee; Member, CEO Compensation Committee |
| Plymouth Housing Group | Non‑profit | Board of Trustees | Ongoing | Finance Committee; Investment Committee |
Board Governance
- Independence: FNWB board has eight of nine independent directors; only the CEO is non‑independent, implying Brennan is independent .
- Committees: Audit (met 8 times in 2024), Compensation (4), Nominating & Corporate Governance (4); Executive Committee held working sessions; First Fed Loan & Asset Quality operates at bank board level; F3P dissolved in early 2025 with duties absorbed by Audit .
- Attendance: In 2024, FNWB board held 12 meetings and First Fed’s board held 14; no director attended fewer than 90% of board/committee meetings .
- Annual Meeting: Nine of ten directors attended the May 30, 2024 annual meeting .
- Stock Ownership Guidelines: Non‑employee directors must hold shares equal to 3× annual cash retainer; CEO 3× base salary; directors in office at start of 2024 were in compliance throughout 2024 .
- Anti‑Hedging/Pledging: Hedging and pledging of company stock prohibited for directors and officers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $36,530 | Effective Jan 1, 2024 (carried forward into 2025; reaffirmed Dec 2023) |
| Board Chair additional retainer | $15,000 | Paid to Board Chair (independent) |
| Audit Committee – member retainer | $4,160 (2024); $4,800 (2025) | Paid monthly; 2025 increase approved Dec 2023 |
| Audit Committee – chair retainer | $4,680 | Paid monthly |
| Compensation Committee – member/chair | $2,600 / $3,900 (2024); $2,800 / $3,900 (2025) | Paid monthly; 2025 member increase |
| Nominating & Corp Gov – member/chair | $2,600 / $3,120 (2024); $2,800 / $3,120 (2025) | Paid monthly; 2025 member increase |
| First Fed Loan & Asset Quality – member/chair | $2,600 / $3,120 (2024); $2,800 / $3,120 (2025) | Paid monthly; 2025 member increase |
| F3P – member/chair (2024 only) | $2,600 / $3,900 | Dissolved early 2025; duties moved to Audit |
| Director (2024) | Fees Earned (Cash) | Stock Awards (Grant-date FV) | All Other | Total |
|---|---|---|---|---|
| Sean P. Brennan | $39,108 | $73,455 | $3,336 | $115,899 |
Notes: Equity awards computed under ASC 718; Brennan received an additional grant upon initial appointment in March 2024; “All Other” includes cash dividends on unvested RS under the 2020 Equity Incentive Plan .
Performance Compensation
- Structure: Non‑employee directors receive annual restricted stock awards that vest after one year; awards for 2024 adhered to this schedule .
- Brennan’s 2024 director equity: 7,104 restricted shares outstanding as of December 31, 2024 .
- Vesting/Grant Specifics: Brennan received an incremental grant recognizing his March 2024 appointment; annual grants time‑vest, with cash dividends paid upon vesting under plan .
| Equity Metric (Director) | Details |
|---|---|
| Restricted Stock Outstanding (12/31/2024) | 7,104 shares |
| Vesting Schedule | One‑year cliff from grant date (director program); 2024 awards vest one year post‑grant |
| Additional Appointment Grant | Granted March 2024 for initial appointment; included in 2024 stock awards FV |
Other Directorships & Interlocks
| Company | Relationship to FNWB | Potential Interlock Risk |
|---|---|---|
| Uwajimaya, Inc. (private) | Retail customer potential not disclosed | Brennan sits on Compensation Committee; no related‑party transactions disclosed at FNWB |
| GeoEngineers, Inc. (private) | Vendor/customer status not disclosed | Brennan on CEO Compensation and Finance Committees; no related‑party transactions disclosed |
| Plymouth Housing Group (non‑profit) | Community organization | Finance/Investment roles; not a business counterparty |
FNWB policy states loans to directors/officers are made on market terms and were performing as of Dec 31, 2024; no unfavorable features noted .
Expertise & Qualifications
- Commercial banking leadership across regional and national institutions; co‑founder of a community bank with executive credit oversight .
- Experience opening/growing corporate banking office (Washington Trust Bank) and extended tenure at U.S. Bank; risk management and corporate finance competence indicated by committee assignments at external boards .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Composition |
|---|---|---|---|
| Sean P. Brennan (as of 3/21/2025) | 11,323 shares | <1% | Includes 9,323 unvested RS (voting power) |
- Stock Ownership Guidelines: Directors must hold shares equal in value to 3× annual cash retainer; directors in office at the beginning of 2024 complied throughout 2024 (Brennan joined in March 2024; individual compliance timing not disclosed) .
- Anti‑pledging: Directors/officers prohibited from pledging or margining FNWB stock; hedging prohibited .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Brennan filed one late Form 4 for the year ended Dec 31, 2024 (disclosed in 2025 proxy) |
No additional insider trading transaction details were disclosed in the proxy; FNWB’s insider trading policy is filed with the 2024 Form 10‑K (Exhibit 19.1) .
Governance Assessment
- Strengths: Independent director with deep credit and commercial banking experience; strong attendance profile (≥90% board/committee meetings in 2024); aligned equity ownership program and anti‑hedging/pledging policy; board advancing shareholder rights by proposing removal of supermajority provisions and permitting director removal with or without cause, subject to shareholder approval .
- Compensation Mix & Alignment: Brennan’s director pay skewed to equity ($73k FV vs $39k cash in 2024), which aligns director incentives with shareholder outcomes via time‑vested RS; dividends on RS paid upon vesting under plan rules .
- Conflicts & Related‑Party Exposure: No related‑party transactions disclosed; director/officer loans on market terms and performing; external committee roles at private companies with no disclosed FNWB conflicts; monitor if counterparty relationships arise .
- Risk Indicators: One late Form 4 (process/control diligence point, not material by itself); say‑on‑pay support >85% in 2024 indicates constructive shareholder sentiment on compensation governance .
Overall: Brennan’s credit and lending background strengthens Audit and Loan & Asset Quality oversight. Equity‑heavy director compensation supports alignment; governance posture improving with moves to reduce supermajority constraints. Maintain surveillance for any future related‑party dealings and continued timely Section 16 compliance .