Pamela M. Andrews
About Pamela M. Andrews
Pamela M. Andrews is an independent director of FS Bancorp, Inc. since 2021, age 66 as of December 31, 2024, with legal and litigation credentials from a 35+ year trial practice and leadership as President of Andrews Skinner, P.S.; she holds a BS from University of Wisconsin–Oshkosh and a JD from University of Wisconsin–Madison . Her board term runs to 2027 and she adds legal, insurance, HR, and small-business operations expertise to FS Bancorp’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andrews Skinner, P.S. | President | 16 years (within 35+ years practice) | Led litigation practice; recognized Fellow, Senior Fellow, and AV rating distinctions |
| Trial Attorney (Seattle) | Complex civil litigation; medical/professional liability; mental healthcare | 35+ years | Legal, litigation, insurance expertise brought to board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Washington State Bar Association | Member | Not disclosed | Professional membership |
| Wisconsin Bar Association | Member | Not disclosed | Professional membership |
Board Governance
- Independence and attendance: The board determined six of seven directors were independent, including Andrews; FS Bancorp and Bank boards each held nine meetings in 2024, and no director attended fewer than 75% of meetings/committees served .
- Committee assignments: In 2025, Andrews served on Audit and chaired the Governance, Nominating and Culture Committee; Compensation and Audit Committees are entirely independent .
- Governance practices: Independent board chair; regular executive sessions; stock ownership guidelines for directors; anti-hedging/anti-pledging policy (no exceptions noted); clawback policy for incentive compensation and strong risk oversight .
- Director appointment: Andrews was appointed to FS Bancorp and 1st Security Bank boards effective January 28, 2021; initially placed on Nominating & ESG and Bank Asset Quality Committees .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $67,925 | $70,015 |
| Stock awards ($) | $15,365 (500 sh RS on 8/15/2023) | $31,485 (750 sh RS on 8/15/2024) |
| Option awards ($) | $11,175 (1,500 sh options on 8/15/2023) | $16,020 (1,500 sh options on 8/15/2024) |
| All other compensation ($) | $8,375 | $8,940 |
| Total ($) | $102,840 | $126,460 |
- Bank director fee schedule (2024): Non-employee directors retainer $3,850/month (chair $4,950), committee chair retainer $3,960/year, board meeting fee $825, committee meeting fee $550; travel/education reimbursed .
Performance Compensation
| Award Details | 2021 | 2023 | 2024 |
|---|---|---|---|
| Restricted stock grant (shares; grant date) | 1,500; 8/13/2021 | 500; 8/15/2023 | 750; 8/15/2024 |
| RS vesting | Equal installments over 3 years starting 8/13/2022 | Vests 8/15/2024 | Vests 8/15/2025 |
| Options granted (shares; grant date; exercise price) | 4,500; 8/13/2021; $35.46 | 1,500; 8/15/2023; $30.73 | 1,500; 8/15/2024; $41.98 |
| Option vesting | Equal installments over 3 years starting 8/13/2022 | Vests 8/15/2024 | Vests 8/15/2025 |
| Plan provisions (CoC) | Double-trigger for accelerated vesting under 2018 Equity Incentive Plan | Double-trigger maintained | Double-trigger maintained |
- Director equity awards are time-based with no performance metrics; grants occur on a structured schedule with exercise prices set at closing price on grant date to avoid opportunistic timing .
- Clawback policy (executive incentive compensation) and insider trading/anti-hedging/anti-pledging policies in place; directors subject to ownership and retention requirements .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company boards reported in FS Bancorp proxy; committee roles at FS Bancorp as above . |
Expertise & Qualifications
- Legal and litigation expertise; insurance and human resources; small-business operations; member of WA and WI Bar Associations .
- Board skills matrix lists Andrews under Attorney, leadership, civic involvement, HR, and diversity qualifications .
Equity Ownership
| Metric | As of 3/22/2024 | As of 3/21/2025 |
|---|---|---|
| Shares owned | 13,269 | 14,994 |
| Options counted (exercisable within 60 days) | 4,500 | 7,500 |
| Total beneficially owned (shares + counted options) | 17,769 | 22,494 |
| Percent of shares outstanding | <1% | <1% |
| Restricted stock outstanding at year-end | 1,000 (12/31/2023) | 750 (12/31/2024) |
| Options outstanding at year-end | 7,500 (12/31/2023) | 9,000 (12/31/2024) |
| Ownership guidelines | Directors must hold ≥2x annual cash retainer; five of six non-employee directors met requirement in 2025, remaining expected within three years |
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging company stock; no exceptions noted as of proxy date .
Governance Assessment
- Strengths: Independent status; chair of Governance/Nominating & Culture; audit committee membership; attendance above threshold; robust governance (independent chair, executive sessions, ownership guidelines, anti-hedging/pledging, clawbacks) .
- Alignment: Beneficial ownership is modest (<1%); guidelines require sustained holding and retention of 50% of net shares until compliance, supporting long-term alignment .
- Shareholder confidence signals: 2025 say-on-pay received 5,121,671 For, 400,711 Against, 222,282 Abstain; frequency vote favored annual (5,050,046 One-Year); auditor ratification passed (6,632,359 For) . In 2024, say-on-pay support exceeded 95% .
- Potential conflicts/related parties: One of Ms. Andrews’ related businesses maintained an outstanding credit line with the Bank at ordinary-course terms (comparable rates/collateral; no unfavorable features), disclosed upon appointment .
- Compensation mix: Director pay comprises monthly cash retainers, meeting fees, and annual time-based equity (restricted stock and options); 2024 showed higher equity grant values versus 2023, consistent with structured grant schedule .
RED FLAGS to monitor: Related-party credit line (currently arms-length and subject to board review) ; relatively low personal ownership can temper “skin-in-the-game,” though policy-based retention and ongoing equity grants mitigate alignment concerns .
Appendix references
- Director bio, tenure, and skills:
- Board independence, attendance, committees:
- Director compensation and award details:
- Beneficial ownership (individual and group):
- Anti-hedging/pledging; stock ownership guidelines:
- Say-on-pay outcomes (2024/2025); auditor ratification:
- Director appointment and related credit line disclosure: