Phillip Whittington
About Phillip Whittington
Phillip D. Whittington is Chief Financial Officer of FS Bancorp, Inc. and 1st Security Bank of Washington, effective May 1, 2025, after serving as Controller since January 2020; he is a Certified Public Accountant with a B.S. in Accounting (College of Charleston) and a Master of Accountancy (University of South Carolina), and previously worked as a manager at Elliott Davis in Columbia, SC . As CFO, he is the principal financial and accounting officer signing the Company’s SEC filings as of Q3 2025 . Company performance context during his tenure in leadership roles: 2024 net income was $35.0M (vs. $36.1M in 2023), net interest margin was 4.30% (vs. 4.48%), tangible book value per share grew 13.8% in 2024, and cumulative TSR (SEC pay-versus-performance) reached $145.99 on a $100 base by 2024 . The Company reported no related-party transactions involving Mr. Whittington at appointment .
Past Roles
| Organization | Role | Years/Dates | Strategic impact |
|---|---|---|---|
| FS Bancorp / 1st Security Bank | Chief Financial Officer | Effective May 1, 2025 | Elevated internal finance leader to CFO; continuity across accounting, treasury, and reporting |
| FS Bancorp / 1st Security Bank | Controller | Since January 2020 | Oversaw corporate controllership during multi-year TBV growth and disciplined asset quality |
| Elliott Davis (public accounting) | Manager | Prior to 2020 | External audit/advisory experience; foundation for CFO control and reporting rigor |
External Roles
Not disclosed in the Company’s appointment 8‑K press release or 2025 proxy materials reviewed .
Fixed Compensation
- Mr. Whittington’s specific base salary and 2025 bonus opportunity were not disclosed in the 2025 proxy (he was not a 2024 NEO), and the appointment 8‑K did not describe compensatory arrangements .
- Context: FS Bancorp’s executive pay program uses market-competitive base salaries reviewed on a cycle, with named executive officer base rates shown below for 2023–2024 .
| Officer | 2023 base salary ($) | 2024 base salary ($) |
|---|---|---|
| Joseph C. Adams (CEO) | 525,000 | 590,000 |
| Matthew D. Mullet (President & CFO in 2024) | 346,500 | 425,000 |
| Shana Allen (CIO) | 245,000 | 245,000 |
| Ben Crowl (CLO) | 245,000 | 245,000 |
| Kelli Nielsen (Chief Retail Banking Officer) | 225,000 | 243,000 |
Performance Compensation
Program design (applies to executives; not individually weighted): annual cash incentives tied to financial and strategic performance (peer-relative and budget vs. prior-year comparisons) with target opportunities as % of base; long-term incentives via restricted stock and stock options under the 2018 Equity Incentive Plan .
| 2024 Annual Incentive Targets (context) | Target % of base | Target ($) |
|---|---|---|
| CEO (Adams) | 50% | 295,000 |
| President & CFO (Mullet) | 50% | 212,500 |
| CIO (Allen) | 40% | 98,000 |
| CLO (Crowl) | 40% | 98,000 |
| CRBO (Nielsen) | 40% | 97,200 |
| 2024 Actual Annual Incentive Payouts (context) | Payout % of base | Actual ($) |
|---|---|---|
| CEO (Adams) | 87.5% | 516,000 |
| President & CFO (Mullet) | 87.5% | 371,000 |
| CIO (Allen) | 100.0% | 245,000 |
| CLO (Crowl) | 69.3% | 170,000 |
| CRBO (Nielsen) | 70.0% | 170,000 |
| 2024 Long-Term Equity Grants (grant-date fair value) | Restricted Stock ($) | Stock Options ($) | Total ($) |
|---|---|---|---|
| CEO (Adams) | 293,860 | 160,860 | 454,720 |
| President & CFO (Mullet) | 209,900 | 114,900 | 324,800 |
| CIO (Allen) | 104,950 | 57,450 | 162,400 |
| CLO (Crowl) | 104,950 | 57,450 | 162,400 |
| CRBO (Nielsen) | 83,960 | 45,960 | 129,920 |
Vesting and governance:
- Stock options and restricted stock vest 20% per year over five years; options are exercisable only to the extent vested; unvested awards typically forfeit on termination absent death, disability, or change-in-control terms .
- Double trigger is required for accelerated vesting under the 2018 plan (and proposed 2025 plan): accelerated vesting occurs if there is a change in control and an involuntary separation within 365 days, or if successor does not assume/replace awards .
Most important performance measures used to link pay to performance include Net Income, Net Interest Margin, Efficiency Ratio, Return on Assets, and relative TSR .
Equity Ownership & Alignment
- Executive stock ownership guidelines: CEO 3x base salary; other executive officers 1x base salary; five-year compliance window; executives must retain 50% of net after-tax shares from vests/exercises until in compliance .
- Anti-hedging/anti-pledging policy: hedging and derivative transactions prohibited; pledging is prohibited except for rare exceptions approved by disinterested directors; no exceptions noted as of the proxy date; quarterly trading blackouts apply (10b5‑1 plans permitted) .
- Beneficial ownership for Mr. Whittington is not listed in the 2025 proxy’s NEO/director tables; he was appointed CFO effective May 1, 2025 and first appears as certifying officer in Q3 2025 SEC filings .
| Ownership Policy Element | Requirement / Status |
|---|---|
| CEO ownership guideline | 3x base salary |
| Other executive ownership guideline | 1x base salary |
| Time to comply | 5 years from appointment |
| Retention requirement until compliance | Retain 50% of net after-tax shares from vests/exercises |
| Hedging | Prohibited |
| Pledging | Prohibited absent approved exceptions (none noted) |
Employment Terms
- Change-in-control: FS Bancorp maintains change-in-control agreements with executives and select key personnel providing 12 months of then-current salary if involuntarily terminated within 6 months before or 12 months after a change in control (subject to conditions); agreements remain in effect until canceled with 24-month notice .
- Equity acceleration: 2013 plan accelerates on change in control; 2018 plan is double-trigger (CIC plus qualifying separation, or non-assumption by successor) .
- CEO severance: 24 months of base compensation upon involuntary termination (without cause) or resignation for “good reason,” or upon a change in control .
- Clawback: Longstanding policy (2012; updated 2023 for SEC/Nasdaq rules) enabling recovery of bonuses for fraud, material restatement, imprudent risk-taking, or violations of Code/Core Values .
| Provision | Terms |
|---|---|
| Executive CIC cash severance | 12 months salary if terminated within 6 months pre-/12 months post-CIC (double-trigger) |
| CEO severance | 24 months base compensation for involuntary termination/good reason or CIC |
| Equity vesting on CIC | 2018 Plan: double-trigger; 2013 Plan: accelerates on CIC |
| Clawback (SEC/Nasdaq-compliant) | Recoupment for fraud, restatement, imprudent risk-taking, policy violations |
| Hedging/pledging/trading windows | Hedging prohibited; pledging restricted; quarterly blackouts; 10b5‑1 plans allowed |
Performance & Track Record (Company context during Whittington’s leadership tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Net interest income before provision ($M) | 123.3 | 123.1 |
| Net income ($M) | 36.1 | 35.0 |
| Net interest margin (%) | 4.48% | 4.30% |
| Tangible book value per share ($) | 31.64 | 36.02 |
| Book value per share ($) | 34.36 | 38.26 |
| Cash dividends per share ($) | 1.00 | 1.06 |
| Nonperforming assets (% of assets, YE) | 0.37% | 0.45% |
| Common equity ($M) | 264.5 | 295.8 |
TSR (value of $100 investment, cumulative):
| Year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| FS Bancorp TSR Index ($) | 87.58 | 109.28 | 111.93 | 127.73 | 145.99 |
Say‑on‑Pay and governance signals:
- 2024 Say‑on‑Pay support exceeded 95% .
- Compensation committee comprised of independent directors; uses independent consultant (Pearl Meyer) .
Investment Implications
- Alignment: Strong governance (anti‑hedging/anti‑pledging, ownership guidelines, clawback) and double‑trigger equity vesting reduce misalignment and windfall risk; policies limit hedging/pledging and encourage long-term holding via 5‑year ratable vesting and ownership multiples .
- Retention and overhang: Equity vests 20% per year over five years and blackout windows/10b5‑1 controls modulate trading cadence; expect a measured supply of sellable shares as awards vest over time .
- Transition risk: Internal promotion from Controller to CFO provides continuity across accounting, treasury, and reporting; CFO role affirmed via SOX certifications and 8‑K signings in 2025 .
- Pay-for-performance: Annual incentives and LTIs link to Net Income, NIM, Efficiency Ratio, ROA, and relative TSR; 2024 awards for NEOs reflected strong but disciplined outcomes in a higher‑rate environment .
- Watch items: Mr. Whittington’s specific base, target bonus, and initial CFO equity grants should appear in the next proxy; monitor future Form 4s/10b5‑1 adoptions and vesting calendars for potential selling pressure signals (subject to the Company’s anti‑pledging and blackout policies) .