Ben Crowl
About Ben Crowl
Executive Vice President and Chief Lending Officer of 1st Security Bank (FS Bancorp’s wholly owned subsidiary) since July 1, 2023; joined the Bank in 2018 and previously led Consumer Lending and Commercial Lending teams. Age 38 as of April 11, 2023; B.S. in Business Administration (Northern Arizona University); honors graduate of Pacific Coast Banking School; Executive Leadership Certificate from UW Foster School of Business; serves on Asset/Liability, Asset Quality and Marketing committees . Company’s 2024 performance context included net income $35.0 million, NIM 4.30%, tangible book value up 13.8%, and continued strong asset quality (nonperforming assets 0.45%)—underpinning pay-for-performance bonus outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 1st Security Bank | Chief Lending Officer (CLO) | 2023–present | Oversees lending; participates on ALCO, Asset Quality, and Marketing committees |
| 1st Security Bank | SVP, Director of Consumer Lending | 2020–2023 | Led Consumer Lending; demonstrated leadership in multiple managerial roles |
| 1st Security Bank | SVP, Commercial Lending Team Lead | 2019–2020 | Managed commercial lending team |
| 1st Security Bank | SVP, Commercial Lending Relationship Manager | 2018–2019 | Originations and portfolio relationships |
| First Sound Bank (Seattle) | Various roles | 2011–2018 | Positions of increasing responsibility |
| Union Bank (Frontier Bank, Seattle) | Various roles | 2006–2011 | Positions of increasing responsibility |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Several nonprofit organizations | Board member | Not disclosed | Community involvement; applies banking skills to serve nonprofits |
Fixed Compensation
| Item | 2024 | Source |
|---|---|---|
| Base salary ($) | 245,000 | |
| Target annual bonus (% of base) | 40% | |
| Target annual bonus ($) | 98,000 | |
| Actual annual bonus ($) | 170,000 | |
| Actual annual bonus (% of base) | 69.3% | |
| All other compensation ($) | 19,985 |
All other compensation components (2024): 401(k) match $13,800; ESPP matching contribution $600; dividends on restricted stock $5,071 .
Performance Compensation
The Compensation Committee assesses quantitative financial metrics and strategic achievements holistically; goals are not individually weighted. 2024 metrics and outcomes below; payout determined against this backdrop.
| Metric | Target | Actual | Weighting | Payout impact | Source |
|---|---|---|---|---|---|
| Net income ($mm) | Not disclosed | 35.0 | Not individually weighted | Contributed to bonus | |
| Net interest margin (%) | Not disclosed | 4.30 | Not individually weighted | Contributed to bonus | |
| Deposits (ex-brokered) growth | Not disclosed | +$105.2mm (+5.0%) | Not individually weighted | Contributed to bonus | |
| Asset quality (NPA/Assets) | Not disclosed | 0.45% | Not individually weighted | Contributed to bonus | |
| Book value per share | Not disclosed | $38.26 (up from $34.36) | Not individually weighted | Contributed to bonus | |
| Tangible book value growth | Not disclosed | +13.8% (to $36.02) | Not individually weighted | Contributed to bonus | |
| Shareholder equity | Not disclosed | +$31.3mm (to $295.8mm) | Not individually weighted | Contributed to bonus | |
| Annual dividend | Not disclosed | $1.06/share (6% YoY) | Not individually weighted | Contributed to bonus | |
| Resulting annual cash award (Ben Crowl) | 40% of base | 69.3% of base ($170,000) | Holistic | Paid in cash |
Long-term equity incentives (time-based vesting; 20% annually, 5-year schedule):
| Grant date | RSUs (#) | Options (#) | Exercise price ($/sh) | Vesting start | Vest rate | Grant-date fair value ($) | Expiration |
|---|---|---|---|---|---|---|---|
| Aug 15, 2024 | 2,500 | 5,000 | 41.98 | Aug 15, 2025 | 20% per year | 162,400 | Aug 15, 2034 |
| Source | |||||||
Equity Ownership & Alignment
| Item | Value | Source |
|---|---|---|
| Shares owned (incl. ESOP/restricted) | 15,827 | |
| Options exercisable within 60 days | 12,240 | |
| Total beneficial ownership (shares) | 28,067 | |
| Percent of shares outstanding | Less than 1% | |
| Unvested RSUs outstanding (#) | 6,610 | |
| Market value of unvested RSUs ($) at $41.06 | 271,407 | |
| Stock ownership guideline | 1x base salary (execs other than CEO) | |
| Compliance with guideline (as of 12/31/24) | In compliance | |
| Hedging/pledging of company stock | Prohibited | |
| Retention requirement until guideline met | Retain 50% of net after-tax shares from exercises/vesting |
Outstanding equity awards detail (as of 12/31/24):
| Grant date | Options exercisable (#) | Options unexercisable (#) | Exercise price ($) | Expiration | Unvested RSUs (#) | Notes |
|---|---|---|---|---|---|---|
| Aug 15, 2019 | 748 | — | 24.37 | Aug 15, 2029 | — | Options vest 20% annually |
| Aug 14, 2020 | 928 | 928 | 21.35 | Aug 14, 2030 | — | |
| Aug 13, 2021 | 1,968 | 1,312 | 35.46 | Aug 13, 2031 | — | |
| Aug 15, 2022 | 1,320 | 1,980 | 30.94 | Aug 15, 2032 | — | |
| Aug 15, 2023 | 1,500 | 6,000 | 30.73 | Aug 15, 2033 | — | |
| Aug 15, 2024 | — | 5,000 | 41.98 | Aug 15, 2034 | 6,610 | RSUs vest 20% annually starting Aug 15, 2025 |
2024 realizations:
- Option exercises: 5,776 shares; value realized $125,487 .
- Stock vested: 1,996 shares; value realized $83,792 .
Indicative in-the-money value of exercisable options at 12/31/24 closing price $41.06 (illustrative): ~$70,700, based on grant-level counts and strikes shown above . Note: Actual value fluctuates with stock price and exercise timing .
Employment Terms
| Provision | Detail | Source |
|---|---|---|
| Change-of-control agreement | Double-trigger: severance payable only upon involuntary termination within 6 months before or 12 months after a change in control | |
| Severance multiple | 12 months of then-current salary; paid in lump sum within 45 days of termination | |
| Involuntary termination definition | Includes termination other than for cause; salary reduction (unless generally applicable); adverse change in benefits; relocation >20 miles from Mountlake Terrace, WA; material demotion | |
| 280G cutback | Benefits reduced to avoid excess parachute payments under IRC §280G/§4999 | |
| Equity vesting on change-of-control | 2018 plan requires double trigger for acceleration (unless successor does not assume/replace awards); 2013 plan permits full acceleration on actual change in control | |
| Clawback policy | Adopted 2012; updated 2023 to implement SEC Rule 10D-1/Nasdaq 5608; triggers include fraud, restatement, imprudent risk-taking, ethics/core values violations | |
| Perquisites | Typical benefits only; no significant perquisites | |
| Tax gross-ups | Not provided | |
| Hedging/pledging | Restricted/prohibited |
Potential payments (as of 12/31/24 assumptions):
- Change in control severance for Crowl: $245,000 (12 months salary) .
- Equity awards value on change in control (assuming acceleration per plan and $41.06 stock price): $374,462 .
Investment Implications
- Pay-for-performance alignment: Cash bonuses flex with bank-level profitability and strategic execution; Crowl’s 2024 bonus at 69.3% of base reflects solid but moderated performance versus prior year, consistent with holistic goal evaluation without rigid weighting .
- Retention and selling pressure: Time-based RSUs and 5-year option vesting create ongoing vest events; 2024 saw option exercises and RSU vesting, indicating periodic liquidity needs that may translate to sales to cover taxes—monitor Form 4s for cadence .
- Ownership alignment: Crowl is in compliance with 1x salary stock ownership guidelines; beneficial ownership is <1% of shares outstanding, typical for community banks but implies limited economic exposure; hedging/pledging prohibitions and 50% net share retention until guideline met are positive alignment features .
- Change-of-control economics: A modest 1x salary severance with 280G cutback and double-trigger equity accelerations reduces golden-parachute risk and limits deal-related incentives; relocation/non-demotion protections suggest retention focus during merger scenarios .
- Execution track record: As CLO, Crowl operates within a lending framework that maintained asset quality (NPA 0.45%) and supported TBV growth (+13.8%) in 2024 despite rate headwinds—favorable for credit risk management perception .
- Governance quality: Independent compensation oversight, no tax gross-ups, no option repricing, and robust clawback policy reduce red-flag risk; say-on-pay approval >95% in 2024 indicates investor support for the compensation approach .