Shana Allen
About Shana Allen
Executive Vice President and Chief Information Officer of 1st Security Bank (FS Bancorp’s wholly owned bank). Promoted to EVP effective January 1, 2023; continues to serve as CIO, leading enterprise information security and reporting to the Audit Committee quarterly on cybersecurity, business continuity and related controls . FS Bancorp’s pay programs link NEO compensation to bank performance using Net Income, Net Interest Margin, Efficiency Ratio, ROA and relative TSR; in 2024, FS Bancorp delivered $35.0M net income, 13.8% tangible book value growth, and a cumulative TSR value of $145.99 for a $100 investment (2019–2024), underscoring the performance-pay alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 1st Security Bank (FS Bancorp) | EVP, Chief Information Officer | 2023–present | Leads enterprise-wide information security program; CIO provides quarterly cybersecurity and resilience reporting to the Audit Committee |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 245,000 | 245,000 |
| Target Bonus (% of base) | 40% | 40% |
Other compensation details (annual):
- 2023: $13,207 total comprising 401(k) match $12,154, ESPP $75, life insurance $978, dividends on restricted stock $0 .
- 2024: $15,993 total comprising 401(k) match $13,800, ESPP $669, life insurance $1,004, dividends on restricted stock $520 .
Performance Compensation
Annual cash incentive outcomes
| Year | Target ($) | Actual Payout (% of base) | Actual ($) |
|---|---|---|---|
| 2023 | 98,000 | 175% of target | 171,500 |
| 2024 | 98,000 | 100.0% | 245,000 |
Annual incentive framework (company-wide for NEOs)
- Metrics/weighting: Company financial and strategic objectives; goals are not individually weighted; committee applies holistic assessment and risk controls (capital, liquidity, exam ratings, 401(k) match, dividends) .
- Key 2024 results considered: Net income $35.0M; NIM 4.30%; TBV up 13.8%; shareholder equity +$31.3M; dividend raised to $1.06; nonperforming assets 0.45% .
Long-term equity awards (time-based RS and stock options)
| Grant date | RSUs (#) | Options (#) | Exercise price ($/sh) | Vesting | RS grant-date FV ($) | Options grant-date FV ($) | Total FV ($) |
|---|---|---|---|---|---|---|---|
| 8/15/2023 | 2,500 | 7,500 | 30.73 | 20% annually over 5 years starting 8/15/2024 | 76,825 | 57,150 | 133,975 |
| 8/15/2024 | 2,500 | 5,000 | 41.98 | 20% annually over 5 years starting 8/15/2025 | 104,950 | 57,450 | 162,400 |
Vesting and realizations
- First tranche of 2023 RS vested 8/15/2024; Allen had 500 shares vest in 2024 with $20,990 value realized .
- Options vest pro rata; 2023 grant (7,500) vests 1,500/yr 2024–2028; 2024 grant (5,000) vests 1,000/yr 2025–2029 .
Equity Ownership & Alignment
Beneficial ownership (common + options exercisable within 60 days)
| As-of date | Common shares | Stock options | Total beneficial | % of SO |
|---|---|---|---|---|
| 3/22/2024 | 11,162 | — | 11,162 | <1% |
| 3/21/2025 | 13,762 | 6,500 | 20,262 | <1% |
Outstanding equity (Shana Allen) at 12/31/2024
| Category | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Options – exercisable | — | 1,500 @ $30.73 (08/15/33) |
| Options – unexercisable | 7,500 @ $30.73 (08/15/33) | 6,000 @ $30.73 (08/15/33); 5,000 @ $41.98 (08/15/34) |
| RS/stock units unvested | 2,500 ($92,400 value) | 4,500 ($184,770 value) |
Ownership alignment policies
- Ownership guideline: 1x base salary for executive officers; executives have 5 years to comply; all NEOs in compliance as of 12/31/2024 .
- Anti-hedging/anti-pledging: Hedging and pledging prohibited for officers/directors; no exceptions noted as of the proxy .
- Clawback: Robust clawback policy (fraud, material misstatement, imprudent risk, ethics/code violations) updated in 2023 to comply with SEC Rule 10D-1/Nasdaq 5608 .
Insider selling/filing notes
- 2023 Section 16 note: initial Form 3 filings were reported late for Shana Allen and another NEO; no other delinquencies noted .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-control (CoC) agreement | Double-trigger cash severance equal to 12 months of then-current salary if involuntary termination within 6 months before or 12 months after CoC (definitions include salary reduction, adverse benefit change, relocation >20 miles, or material demotion) . |
| Potential cash severance (as of 12/31/2024) | CoC cash severance: $245,000 (12 months of 2024 base) . |
| Equity acceleration | Death/disability: acceleration under 2013/2018 plans; CoC: 2018 plan accelerates on double-trigger (involuntary separation within 365 days post-CoC) or single-trigger if successor does not assume/replace awards; 2013 plan uses single-trigger at CoC . |
| Potential equity value (as of 12/31/2024) | Death: $242,150; Disability: $242,150; CoC equity: $242,150 (based on $41.06 closing price on 12/31/2024) . |
| Perquisites/SERP/tax gross-ups | Typical benefits only; no SERP; no tax gross-ups; no option repricing . |
Compensation Structure Analysis
- Mix shift and at-risk pay: Allen’s 2024 pay was heavily variable (100% of base in cash bonus) plus equity grants (RS + options), consistent with firmwide “pay-for-performance” and risk safeguards .
- Equity program design: Five-year pro-rata vesting on RS/options with fixed grant calendar timing and at-market strike prices; reinforces retention and reduces timing risk .
- Ownership alignment: 1x salary ownership guideline and 50% net-share retention until met; combined with anti-hedging/pledging policy and strong say-on-pay (>95% support in 2024) indicate investor-aligned governance .
Investment Implications
- Alignment and incentives: Pay is tightly linked to multi-metric performance (Net Income, NIM, ROA, Efficiency, TSR), while 2024 results (NI $35.0M; TBV +13.8%; dividend up 6%) supported maximum cash bonus for Allen and fresh equity grants—positive alignment signal .
- Vesting and potential selling pressure: Expect annual RS vesting of 1,000 shares (500 from each of 2023 and 2024 grants) through 2029, and option tranches of ~2,500 per year 2025–2028/2029 (subject to retention/performance); scale is de minimis versus 7.76M shares outstanding, implying limited supply overhang .
- Retention risk: Double-trigger CoC severance equal to 1x salary and five-year vesting cadence enhance retention without excessive parachute risk; equity acceleration largely requires CoC plus termination under the 2018 plan .
- Governance/risks: Anti-hedging/pledging with no exceptions, strong clawback, and no SERP/tax gross-ups reduce governance risk; note minor administrative lapse (late Form 3 in 2023) .
Say-on-pay support has been strong: >95% in 2024 and ~97% in 2023, reinforcing investor acceptance of the compensation design **[1530249_0001437749-25-011211_fsbw20250402_def14a.htm:23]** **[1530249_0001104659-24-044643_tm2410278-4_def14a.htm:24]**.