Michael J. Mansfield
About Michael J. Mansfield
Independent director of FS Bancorp (FSBW) since 2008; age 68 as of December 31, 2024; term to expire in 2026. Decades of public accounting experience (Deloitte for 16 years; Moss Adams partner 1995–Jan 2008), founder of Family Fortunes, LLC (2008–present), and audit committee financial expert designated by the Board. He serves as Compensation Committee Chair and is a member of the Audit Committee. Background spans taxation, succession planning, and finance for small- to mid-sized businesses.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Public accounting roles | 16 years; prior to 1995 | Foundational audit/tax experience |
| Moss Adams LLP | Partner; Chair, Business Owner Succession Services (Seattle); Member, Tax Committee | 1995–Jan 2008 | Led succession services; tax policy involvement |
| Family Fortunes, LLC | Founder (consulting for strategic planning and legacy vision) | Jan 2008–present | Advises individuals/business owners on value creation |
| Pacific Pile & Marine, L.P. | Minority owner; part-time CFO | Current | Finance and operations oversight (construction) |
| R Miller, Inc. | Minority owner; part-time CFO | Current | Finance and operations oversight (construction) |
| Seven private businesses | Minority owner | Current | Investor/owner (various industries) |
| Four private companies | Advisory board member | Current | Advisory governance support |
External Roles
| Organization | Sector | Public/Private | Role | Notes |
|---|---|---|---|---|
| Pacific Pile & Marine, L.P. | Construction | Private | Minority owner; part-time CFO | Operating role |
| R Miller, Inc. | Construction | Private | Minority owner; part-time CFO | Operating role |
| Various private companies (7) | Mixed | Private | Minority owner | Portfolio interests |
| Various private companies (4) | Mixed | Private | Advisory board member | Advisory capacity |
| Other public company boards | — | — | None disclosed | No public board interlocks disclosed |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member; not on Governance, Nominating and Culture Committee.
- Designations: Audit Committee financial expert (SEC definition).
- Independence: Board determined six of seven directors are independent; Mansfield is independent.
- Attendance: FS Bancorp and Bank Boards each held nine meetings in 2024; no director attended fewer than 75% of the total meetings of boards and committees on which they served. Audit Committee met nine times; Compensation Committee met ten times; Governance, Nominating and Culture met nine times.
- Leadership structure: Independent Board Chair; regular executive sessions of independent directors at conclusion of Audit Committee and Board meetings.
- Compensation Committee governance: Uses independent consultant (Pearl Meyer); Committee concluded consultant is independent; no interlocks or insider participation.
- Say-on-Pay support: Over 95% approval in 2024, indicating strong investor support for compensation governance.
- Policies: Anti-hedging and anti-pledging policy with no exceptions noted; director stock ownership guidelines; clawback policy in place and updated for SEC/Nasdaq rules.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 67,210 | Director fees paid via Bank board service |
| All other compensation | 8,483 | Tax-equivalent life insurance, restricted stock dividends, ESPP match |
| Total (cash + other) | 75,693 | Summation for reference |
Director fee schedule (for context; Bank board service):
- Monthly retainer: $3,850 (non-employee directors); Board Chair $4,950.
- Committee chair annual retainer: $3,960.
- Board meeting attendance: $825 per meeting.
- Committee meeting attendance: $550 per meeting.
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Restricted stock | Aug 15, 2024 | 750 | Vests Aug 15, 2025 | 31,485 |
| Stock options | Aug 15, 2024 | 1,500 | Vests Aug 15, 2025 | 16,020 |
- Directors receive time-based equity awards; no performance metrics disclosed for director equity compensation (awards vest based on service).
Other Directorships & Interlocks
| Company | Relationship to FSBW | Potential Interlock/Conflict |
|---|---|---|
| Pacific Pile & Marine, L.P.; R Miller, Inc. | External private construction businesses where Mansfield is minority owner and part-time CFO | No related-party transactions disclosed for Mansfield; the company reviews/approves RPTs per Code, with abstention by interested directors. Monitoring item due to external operating roles. |
Expertise & Qualifications
- Financial services and finance expertise; leadership and team building; civic and community involvement.
- Audit committee financial expert designation; extensive tax and succession planning background from public accounting roles.
Equity Ownership
Beneficial ownership (Record Date: March 21, 2025):
| Metric | Amount |
|---|---|
| Stock shares owned | 87,296 |
| Stock options (exercisable within 60 days) | 11,300 |
| Total beneficial ownership | 98,596 |
| Ownership as % of shares outstanding | 1.3% (shares outstanding 7,756,000) |
Outstanding awards (as of Dec 31, 2024):
| Metric | Amount |
|---|---|
| Restricted stock outstanding | 750 |
| Stock options outstanding | 8,720 |
Ownership alignment policies:
- Directors must own FS Bancorp shares ≥ 2x annual cash retainer (excluding committee fees); retain 50% of net shares until guideline met; five of six non-employee directors currently meet requirement; the remaining director is within the three-year compliance window (individuals not specified).
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee; Audit Committee member and designated financial expert; robust board/committee cadence with executive sessions; strong shareholder say-on-pay support (>95%); anti-hedging/pledging and clawback policies; independent compensation consultant; no committee interlocks. These factors support board effectiveness and investor confidence.
- Alignment: Material personal share ownership (1.3% of outstanding) with additional options; director ownership guidelines in place.
- Compensation mix: Balanced cash plus time-based equity; standard director fee structure; no tax gross-ups; no option repricing.
- Attendance/engagement: Boards met nine times; no director below 75% attendance; committees met frequently (Audit 9; Compensation 10; Governance 9).
- Potential conflicts – monitoring items: Mansfield’s operating/CFO roles and minority ownership across multiple private businesses could pose related-party exposure if counterparties overlap with the Bank; FS Bancorp’s Code requires Board/Committee review and abstention by interested directors; no Mansfield-related transactions disclosed. Maintain oversight of any lending/fee relationships given his external roles.
- RED FLAGS: None disclosed specific to Mansfield (no Section 16(a) filing issues; hedging/pledging prohibited with no exceptions noted; no repricing; no SERP; no tax gross-ups).