Kelli Nielsen
About Kelli Nielsen
Kelli Nielsen serves as Executive Vice President, Chief Retail Banking Officer at FS Bancorp, Inc./1st Security Bank and is one of the company’s named executive officers, with responsibility over retail banking performance and execution . In 2024, FS Bancorp delivered net income of $35.0 million (ROA 1.18%), with cumulative TSR since 2019 reaching 145.99, underpinning pay-for-performance outcomes across the executive team . Company operating highlights supporting incentive outcomes included a 4.30% net interest margin, 13.8% tangible book value growth, and core deposit growth ex-brokered of $105.2 million (5.0%) in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FS Bancorp / 1st Security Bank | EVP, Retail Banking/Marketing | 2023 | Named executive officer overseeing retail banking and marketing |
| FS Bancorp / 1st Security Bank | EVP, Chief Retail Banking Officer | 2025 | Named executive officer leading retail banking; aligned to company-wide pay-for-performance framework |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy filings | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $225,000 | $243,000 |
| Salary Earned ($) | $225,000 | $232,027 |
| Target Bonus (% of Base) | 40% | 40% |
| Target Bonus ($) | $90,000 | $97,200 |
| Actual Bonus Paid ($) | $160,000 | $170,000 |
Performance Compensation
| Component | Metric/Terms | 2023 Outcome | 2024 Outcome | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive | Target 40% of base; holistic scorecard (relative performance, YoY/budget, asset quality, culture/compliance) | 178% of target ($160,000) | 70% of base ($170,000) | Cash bonus (N/A) |
| Performance Measures (link to CAP) | Net Income, Net Interest Margin, Efficiency Ratio, ROA, Relative TSR | Disclosed framework (not individually weighted) | Disclosed framework (not individually weighted) | N/A |
Key 2024 performance drivers underpinning payouts:
- Net income $35.0 million; NIM 4.30%; nonperforming assets 0.45%; tangible book value up 13.8%; core deposits +$105.2M ex-brokered; dividends up 6% to $1.06 per share .
Equity Awards (RSUs, Options)
| Grant Date | RSUs (#) | Options (#) | Exercise Price ($) | Vesting Start | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| Aug 15, 2023 | 1,900 | 5,700 | 30.73 | Aug 15, 2024 | 20% annually over 5 years | Aug 15, 2033 |
| Aug 15, 2024 | 2,000 | 4,000 | 41.98 | Aug 15, 2025 | 20% annually over 5 years | Aug 15, 2034 |
2024 outstanding equity and realized value:
- Unvested stock awards: 6,245 units; market value $256,420 at $41.06 close on Dec 31, 2024 .
- 2024 vesting realized: 2,469 shares; $103,649 .
- 2024 option exercises: None (—) .
Upcoming vesting cadence (indicative, based on schedules):
- 2023 grant: ~380 RSUs/year and 1,140 options/year through 2028 .
- 2024 grant: ~400 RSUs/year and 800 options/year 2025–2029 .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned (Direct + ESOP + Restricted) | 17,598 |
| Options Beneficially Owned (Exercisable within 60 days) | 28,244 |
| Total Beneficial Ownership (Shares + Options) | 45,842 |
| Ownership as % of Shares Outstanding | <1% |
| Unvested RSUs (12/31/2024) | 6,245; $256,420 |
| 2024 Insider Trading Activity | No option exercises; RSU vesting occurred |
| Stock Ownership Guidelines (Executives) | 1x base salary; all NEOs compliant as of 12/31/2024 |
| Anti-Hedging/Pledging Policy | Hedging and pledging prohibited; no exceptions noted |
Employment Terms
| Term | Provision |
|---|---|
| Change-in-Control Agreement | Double-trigger severance: 12 months of current salary upon involuntary termination within 6 months before/12 months after CoC; for Nielsen, $243,000 |
| Equity Acceleration (Plans) | 2018 Plan: Double-trigger acceleration upon CoC if not assumed or upon involuntary separation within 365 days post-CoC; death/disability acceleration in plans |
| Clawback Policy | Established 2012; updated 2023 per SEC Rule 10D-1/Nasdaq 5608; triggers include fraud, material misstatement, imprudent risk-taking, code/core values violations |
| Perquisites | Typical medical/dental, group life, disability; no significant perqs |
| Tax Gross-Ups/SERP | No tax gross-ups; no SERP |
Additional Compensation Details
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards (Grant-Date Fair Value) ($) | $58,387 | $83,960 |
| Option Awards (Grant-Date Fair Value) ($) | $43,434 | $45,960 |
| All Other Compensation ($) | $19,689 | $21,590 |
Say-on-Pay & Peer Benchmarking
- Say-on-pay support: Over 95% approval in 2024; nearly 97% in 2023, indicating strong shareholder endorsement of compensation design .
- Compensation peer group used for benchmarking (asset size 0.75x–2.5x FS Bancorp): Alerus Financial, Bank of Marin, BayCom, Camden National, CapStar, Coastal Financial, First Northwest Bancorp, Five Star Bancorp, HarborOne, Home Bancorp, HomeTrust, Independent Bank, Mercantile Bank, Meridian, Northrim, Sierra, Timberland, Waterstone .
Investment Implications
- Pay-for-performance alignment appears solid: Nielsen’s 2024 cash incentive paid at 70% of base salary alongside tangible book growth (+13.8%), core deposit growth (+$105.2M), and maintained asset quality (NPA 0.45%) .
- Limited selling pressure near term: No 2024 option exercises; RSU vesting subject to 50% net share retention until ownership guidelines met; anti-hedging/pledging policy with no exceptions noted .
- Change-in-control economics are shareholder-friendly: Double-trigger equity acceleration and 1x salary severance mitigate windfall risk while supporting retention .
- High say-on-pay support and absence of red flags (no tax gross-ups, no SERP, no option repricing) reduce governance risk premium .