Marina Cofer-Wildsmith
About Marina Cofer-Wildsmith
Marina Cofer-Wildsmith (age 57 as of December 31, 2024) has been a director since 2012 (including prior service on 1st Security Bank’s board). She brings 30 years of nonprofit management and business development experience, including leadership roles at the American Lung Association and Bainbridge Youth Services. She holds a B.S. in Biology (College of William & Mary) and a Master’s degree in Educational Processes (Maryville University). The Board classifies her as an independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Lung Association of Washington & the Northwest | Chief Executive Officer | 2003–2007 | Led Washington Smoke Free Restaurants & Bars Initiative; co-developed air quality forecasting model with U.S. EPA; advocacy for public health legislation. |
| American Lung Association (prior positions) | Program development, marketing, communications | 1990–2003 | Built programs in public health outreach and marketing. |
| Bainbridge Youth Services | Executive Director | 2012–2017 | Nonprofit leadership and community engagement. |
| Consulting | Business Consultant | 2009–2012 | Advisory work in management and development. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rotary International District 5020 | Assistant District Governor | Current | Past President, Rotary Club of Bainbridge Island. |
| Puget Sound Clean Air Agency | Public-at-Large Director | 2005–2013 | Regional environmental governance role. |
| Community/Recognition | Various | Various | Awards from Chamber of Commerce, Rotary, EPA, Conservation Federation, and Governor Gregoire. |
Board Governance
- Independence: The Board determined six of seven directors are independent, including Cofer-Wildsmith.
- Committee assignments (FS Bancorp, 2024/2025):
- Audit Committee: Member (Chair: Ted A. Leech); audit financial experts designated: Leech, Mansfield, Degner. Audit met nine times in 2024.
- Compensation Committee: Member (Chair: Michael J. Mansfield). Met 10 times in 2024.
- Governance, Nominating & Culture Committee: Member (Chair: Pamela M. Andrews). Met nine times in 2024.
- Attendance: FS Bancorp and Bank boards each held nine meetings in 2024; no director attended fewer than 75% of aggregate board and committee meetings.
- Executive sessions: Independent directors hold executive sessions at the conclusion of Audit Committee and Board meetings.
- Leadership structure: Independent Board Chair (Ted A. Leech).
Fixed Compensation
| Year | Fees Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 69,575 | 31,485 (750 RS on 8/15/2024) | 16,020 (1,500 options on 8/15/2024) | 7,804 | 124,884 |
| 2023 | 64,900 | 15,365 (500 RS on 8/15/2023) | 11,175 (1,500 options on 8/15/2023) | 5,237 | 96,677 |
Director fee schedule (1st Security Bank, 2024/2025):
- Monthly board retainer: $3,850 (Board Chair: $4,950). Board meeting fee: $825 per meeting; committee meeting fee: $550; committee chair annual retainer: $3,960.
Stock ownership guidelines (directors): Minimum of 2× annual cash retainer (excluding committee fees); retain 50% of net-after-tax shares until compliant. As of 2025: 5 of 6 non-employee directors compliant; remaining director expected to meet within three years; as of 2024: all six non-employee directors compliant.
Performance Compensation
- Equity awards for directors are time-based (no performance-conditioned metrics):
- 2024 grant: 750 restricted shares on 8/15/2024; vest 8/15/2025. Options: 1,500 granted on 8/15/2024; vest 8/15/2025.
- 2023 grant: 500 restricted shares on 8/15/2023; vest 8/15/2024. Options: 1,500 granted on 8/15/2023; vest 8/15/2024.
| Grant Date | Instrument | Quantity | Vesting Schedule | Notes |
|---|---|---|---|---|
| 8/15/2024 | Restricted Stock | 750 | 100% on 8/15/2025 | Director grant (ASC 718 fair value disclosed) |
| 8/15/2024 | Stock Options | 1,500 | 100% on 8/15/2025 | Director grant (ASC 718 fair value disclosed) |
| 8/15/2023 | Restricted Stock | 500 | 100% on 8/15/2024 | Director grant |
| 8/15/2023 | Stock Options | 1,500 | 100% on 8/15/2024 | Director grant |
No director-specific pay metrics (e.g., TSR hurdles) are disclosed; equity awards for directors vest on time-based schedules.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Cofer-Wildsmith in FS Bancorp’s proxy biographies.
- Compensation Committee interlocks: Cofer-Wildsmith and fellow members (Mansfield, Leech, Zavaglia) were not officers/employees and had no relationships requiring disclosure.
Expertise & Qualifications
- Skills matrix attribution includes: Finance, Marketing, Public Affairs, Human Resources, Environmental/Social/Governance; civic and community involvement; leadership/team building; professional standing.
- Audit Committee “financial expert” designation is held by Leech, Mansfield, and Degner (not Cofer-Wildsmith).
Equity Ownership
| Record Date | Shares (Direct/Indirect) | Options Included in Beneficial Ownership (exercisable ≤60 days) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| March 21, 2025 | 11,027 | 13,060 | 24,087 | <1% |
| March 22, 2024 | 9,085 | 11,560 | 20,645 | <1% |
- Hedging/pledging: Prohibited for directors, officers, and employees; no exceptions noted as of proxy date.
- Ownership guidelines: Directors required to hold ≥2× annual cash retainer; compliance levels noted above.
- Outstanding director awards at year-end:
- Restricted stock outstanding (12/31/2024): 750 shares for Cofer-Wildsmith.
- Stock options outstanding (12/31/2024): 14,560 for Cofer-Wildsmith.
- Stock options outstanding (12/31/2023): 13,060 for Cofer-Wildsmith.
Governance Assessment
- Board effectiveness: Cofer-Wildsmith serves across all three core committees (Audit, Compensation, Governance/Nominating/Culture), supporting oversight breadth; board and committees met regularly, with robust cadence (Audit: 9; Compensation: 10; Governance: 9 in 2024).
- Independence & engagement: Independent status; board holds executive sessions without management; no director fell below 75% attendance threshold.
- Shareholder confidence: 2025 re-election with 4,426,474 FOR votes (77.05% of shares present); say-on-pay supported (5,121,671 FOR; annual frequency preferred). Prior year say-on-pay support exceeded 95%.
- Alignment: Director compensation includes equity grants and stock ownership guidelines; anti-hedging/pledging policy strengthens alignment; most directors compliant with ownership policy.
- Conflicts/related parties: No related-party transactions disclosed involving Cofer-Wildsmith; Compensation Committee interlocks disclosure clean; no Section 16(a) delinquency noted for her.
- Potential watch items: Background primarily in nonprofit/public health rather than banking—balanced by committee breadth and board skills matrix coverage (finance, HR, ESG).
Director Election and Shareholder Votes (2025)
| Proposal | For | Against/Withheld | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Election – Marina Cofer-Wildsmith (3-year term) | 4,426,474 | 1,318,190 withheld | — | 1,041,400 | Elected (term to 2028). |
| Say-on-Pay (Advisory) | 5,121,671 | 400,711 | 222,282 | 1,041,400 | Approved. |
| Say-on-Pay Frequency | 5,050,046 (One Year) | 30,059 (Two Years) | 494,996 (Three Years) | 169,563 | Annual approved. |
Related-Party & Policies
- Director/Officer loans policy: Loans permitted on market terms; employee mortgage program benefits disclosed. No loans disclosed for Cofer-Wildsmith.
- Code of Conduct & Whistleblower: Annual training; EthicsPoint hotline; complaints routed to Compliance/Risk with Board Audit Committee oversight.
- Insider trading: Quarterly blackout windows; trading only outside blackout or via compliant 10b5‑1; hedging/pledging prohibited; as of proxy date, no exceptions.
Appendix: Committee Membership Snapshot (2025)
| Director | Audit | Compensation | Governance, Nominating & Culture | Chair Roles |
|---|---|---|---|---|
| Marina Cofer-Wildsmith | ✓ | ✓ | ✓ | — |
| Ted A. Leech | Chair | ✓ | — | Audit Chair |
| Michael J. Mansfield | ✓ | Chair | — | Compensation Chair |
| Pamela M. Andrews | ✓ | — | Chair | Governance Chair |
| Terri L. Degner | ✓ | — | — | — |
| Joseph P. Zavaglia | — | ✓ | ✓ | — |
Audit Committee financial experts: Leech, Mansfield, Degner.