Sherilyn G. Anderson
About Sherilyn G. Anderson
Sherilyn G. Anderson, age 65, is an independent director and Vice Chair of the Board of First Northwest Bancorp (FNWB), serving since 2020. She is an Audit Committee Financial Expert and currently chairs the Compensation Committee; she also serves on the Audit, Executive, and Nominating & Corporate Governance Committees. Anderson holds an MBA from Harvard Business School and a BS in Industrial Engineering from Stanford University, and previously served as CFO of Betacom and glassybaby and as a senior public finance investment banker at Wells Fargo Securities and UBS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Betacom Incorporated | Chief Financial Officer | Feb 2021 – Aug 2022 | Led finance for telecom infrastructure solutions provider |
| glassybaby | Chief Financial Officer | Oct 2017 – Jun 2020 | Finance lead at social venture retailer |
| Wells Fargo Securities | Director, Public Finance | May 2012 – Aug 2017 | Created and grew West Coast public finance practice; led >$6B capital markets and >$1B bank credit transactions |
| UBS | Vice President/Director, Public Finance | Not specified | Built West Coast public finance; financing expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Venerable Variable Insurance Trust | Director; Audit Committee Chair | Current | Mutual fund complex; audit oversight |
| Pacific Science Center | Director; Finance Committee Member | Current | Nonprofit governance and finance |
| International Women’s Forum (Washington chapter) | Vice President of Membership | Current | Professional network leadership |
Board Governance
| Item | Detail |
|---|---|
| Board independence | 8 of 9 nominated directors are independent; only the CEO is not independent |
| Board leadership | Chair is an independent director; CEO role separated from Chair to enhance oversight |
| Committees (FNWB) | Audit (member), Compensation (Chair), Executive (member), Nominating & Corporate Governance (member) |
| Audit Committee designation | Board determined Ms. Anderson meets SEC “Audit Committee Financial Expert” criteria |
| Committee activity (2024) | Audit: 8 meetings; Compensation: 4 meetings; Nominating & Corporate Governance: 4 meetings; Executive: no formal meetings (working sessions occurred) |
| Attendance | No director attended fewer than 90% of total board and committee meetings in 2024 |
| Annual meeting attendance | 9 of 10 directors attended the May 30, 2024 annual meeting (attendance encouraged but not required) |
| Governance refresh | F3P (Fintech) Committee dissolved in early 2025; duties absorbed into Audit to centralize risk oversight |
| Shareholder-rights reform | Proposal to remove supermajority voting and permit removal of directors with/without cause; Board recommends approval |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $36,530 (effective Jan 1, 2024) | Paid monthly |
| Board Chair additional retainer | $15,000 | Paid monthly |
| Committee retainers (member; chair) | Audit: $4,800; $4,680 | Paid monthly; no extra cash for First Fed board service |
| Compensation: $2,800; $3,900 | ||
| Nominating & Corporate Governance: $2,800; $3,120 | ||
| F3P (2024 only): $3,000; $3,900 | Dissolved early 2025 | |
| Executive Committee extra retainer | $400 per member per month; $390 per month to Chair (approved during reporting period) | Reflected where applicable |
| 2024 Director compensation (Anderson) | Cash fees: $57,802; Stock awards: $23,158; All other: $6,242; Total: $87,202 | “All other” includes dividends on unvested restricted stock paid upon vesting |
Performance Compensation
| Item | 2024 | Vesting/Performance |
|---|---|---|
| Annual director equity grant (restricted stock) – grant date fair value ($) | $23,158 | Vests on one-year anniversary of award date; directors generally receive annual restricted shares |
| Restricted shares held (12/31/2024) | 1,476 shares | Unvested shares earn cash dividends paid upon vesting |
| Restricted shares with voting power (Record Date 3/21/2025) | 2,219 shares | Director grants confer voting; time-based vesting |
| Performance metrics for director equity | None disclosed | Director equity awards are time-based; no performance metrics specified |
Note: Options are not used; FNWB did not grant options/SARs in 2024 and has no current practice of doing so .
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Venerable Variable Insurance Trust | No (mutual fund complex) | Director; Audit Chair | No related-party dealings disclosed with FNWB |
| Pacific Science Center | No (nonprofit) | Director; Finance Committee | No related-party dealings disclosed with FNWB |
| IWF – Washington | No (association) | VP Membership | Not applicable |
Expertise & Qualifications
- Finance and capital markets: 20-year investment banking career; led multi-billion financings; CFO experience at Betacom and glassybaby .
- Audit and financial reporting: Designated Audit Committee Financial Expert; chairs audit at a mutual fund trust .
- Risk management and regulated industries: Insurance/telecom/public finance experience; FNWB assigns cybersecurity oversight to Audit .
- Governance leadership: Vice Chair of Board; Compensation Committee Chair; Nominating & Corporate Governance member .
Equity Ownership
| Metric | Value |
|---|---|
| Shares outstanding (Record Date 3/21/2025) | 9,440,618 shares |
| Anderson total beneficial ownership | 12,411 shares (less than 1%) |
| Included restricted shares | 2,219 shares with voting power (Record Date) |
| Restricted shares at 12/31/2024 | 1,476 shares |
| Ownership guidelines (directors) | Must hold shares equal to 3x annual cash retainer; all non-employee directors in office at start of 2024 were compliant throughout 2024 |
| Anti-hedging/anti-pledging | Directors/officers prohibited from hedging and pledging company stock |
Governance Assessment
- Independence and oversight strength: Anderson is an independent director, Vice Chair, Audit Committee Financial Expert, and Compensation Chair—strong oversight profile with deep finance expertise .
- Committee workload and effectiveness: Active across Audit, Compensation, Executive, and Nominating; Audit met 8 times and Compensation 4 times in 2024; no director fell below 90% attendance—indicates engagement .
- Shareholder-rights improvement: Board proposed removal of supermajority voting and allowing director removal with/without cause—positive governance signal; Board recommends approval .
- Pay structure and alignment: Director pay combines cash retainers and annual restricted stock (time-based vesting); directors must meet ownership guidelines (3x retainer), and hedging/pledging is prohibited—alignment mechanisms in place .
- Compensation committee practices: Committee uses independent consultant (Meridian) and maintains clawback/anti-hedging policies—further governance quality indicators .
- Related-party/loans: FNWB may grant loans to directors at market terms under policy; as of 12/31/2024 all such loans to directors/executives and related persons were performing; no unfavorable features disclosed—low conflict indication from available disclosure .
- Say-on-pay signal: >85% approval on 2024 say-on-pay—suggests shareholder support for compensation governance .
Risk Indicators & RED FLAGS
- RED FLAGS: None disclosed specific to Anderson (no pledging/hedging, no related-party transactions beyond standard bank loan policy, no late Section 16 filings reported for her) .
- Watch items: Concentration of roles (Compensation Chair + Vice Chair + Audit member) increases influence—mitigated by Board independence, structured charters, and use of independent consultant .
Insider Trades (Section 16 Compliance)
| Item | Disclosure |
|---|---|
| Late Form 4 filings in 2024 | Company reported one late Form 4 for certain individuals (Brennan, Bullard, Edelstein, Henderson); Anderson not listed among late filers |
Notes on Director Compensation Structure
- Director equity grants are restricted stock vesting after one year; cash dividends on unvested shares are paid upon vesting under the 2020 Equity Incentive Plan .
- No options/SARs were granted in 2024, and the company does not have a current practice of granting such awards .
Compliance Policies Relevant to Board Effectiveness
- Corporate Governance Policy and Code of Ethics reviewed and reapproved in Feb 2025; independent director executive sessions covered by policy .
- Insider Trading Policy filed as Exhibit 19.1 to 2024 Form 10-K; hedging/pledging prohibitions for directors/officers .