Brian L. Vance
About Brian L. Vance
Brian L. Vance (age 70 as of Dec 31, 2024) is the independent Board Chair of Heritage Financial Corporation and Chair of the Risk & Technology Committee; he has served on HFWA’s board since 2002 and previously served as Executive Chair (Jul 2019–May 2020), CEO of Heritage Financial (2006–2019), and CEO of Heritage Bank (2003–2019) . His core credentials include 30+ years in commercial banking, credit administration, and strategic management, including 24 years at West One Bank culminating as SVP and regional operations manager in south Puget Sound . The Board has determined Vance is independent; HFWA separates the CEO and Board Chair roles and maintains a Lead Independent Director structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Financial Corporation | Board Chair | May 2020–present | Presides over Board; information delivery; independent Chair as of May 2023 |
| Heritage Financial Corporation | Executive Chair | Jul 2019–May 2020 | Transitional executive oversight prior to full independence |
| Heritage Financial Corporation | President & CEO | 2006–Jul 2019 | Led parent company; strategic and operational leadership |
| Heritage Bank (subsidiary) | CEO | 2003–2019 | Led bank-level operations and performance |
| Heritage Bank | President & COO | 1998–2003 | Operations leadership; credit and lending oversight |
| Heritage Bank | EVP & Chief Credit Officer | Joined 1996 | Credit administration and risk governance |
| West One Bank | SVP & Regional Manager | 24 years prior to 1996 | Regional banking operations across ID, UT, OR, WA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Bankers Management Institute | Director | Not disclosed | Industry education/governance involvement |
| Community Foundation of South Puget Sound | Director | Not disclosed | Community philanthropy governance |
| Western Independent Bankers Advisory Committee | Director | Not disclosed | Industry advisory leadership |
| Washington Financial League | Past President | Not disclosed | Trade association leadership |
| South Puget Sound Community College | Trustee | Not disclosed | Higher education governance |
Board Governance
- Independence and leadership: Vance is an independent Board Chair; HFWA separates CEO and Chair and maintains a Lead Independent Director (Charneski) to lead executive sessions without the Chair as needed .
- Committee assignments: Chair, Risk & Technology Committee; not listed as a member of Audit & Finance, Compensation, or Corporate Governance & Nominating in current roster .
- Attendance and engagement: Board held 10 meetings in 2024; independent directors met in executive session after each regular meeting and conducted three sessions without the Board Chair; no director attended fewer than 75% of Board and committee meetings .
- Committee meeting cadence (2024): Audit & Finance (9), Compensation (5), Corporate Governance & Nominating (8), Risk & Technology (5) .
- Public board interlocks: None; HFWA discloses that no director nominees serve on any other public company boards .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $50,000 | Standard non-employee director retainer |
| Additional Board Chair retainer | $60,000 | Chair premium |
| Risk & Technology Committee Chair fee | $12,500 | Committee chair premium |
| RSU grant (units) | 2,928 | Granted Jun 18, 2024; vests May 1, 2025 |
| RSU grant date fair value | $50,010 | $17.08 per unit; time-based vesting |
| Total director compensation (cash + stock) | $172,510 | Cash $122,500 + Stock $50,010 |
| Dividend equivalents (cash) | $2,025 | Earned by each director with vested RSUs in 2024 |
Performance Compensation
| Performance-linked elements | Structure | Metrics | Status |
|---|---|---|---|
| Director equity awards | Time-vested RSUs | None disclosed for directors | RSUs vest service-based; no performance metrics |
HFWA does not disclose performance-vested equity or bonus metrics for non-employee directors; all director equity grants in 2024 are time-vested RSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None (for all nominees, including Vance) |
| Identified interlocks/conflicts with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Extensive financial services industry expertise, including credit administration, management, and strategic forecasting; valuable management and financial skills brought to the Board .
- Risk oversight experience as Chair of Risk & Technology, covering credit, market/liquidity, operational, information security/cyber, and technology strategy oversight; CRO reports directly to the committee chair .
Equity Ownership
| Ownership category | Amount | Detail |
|---|---|---|
| Common shares owned | 122,742 | 97,196 jointly with spouse; 25,546 vested shares in the 401(k) plan |
| Unvested RSUs (will vest within 60 days of 3/10/2025) | 2,928 | 2024 director grant |
| Total beneficial ownership | 125,670 | Shares + RSUs within 60 days |
| Ownership as % of shares outstanding | <1% | HFWA outstanding shares: 33,990,827; director % noted as “less than one percent” |
| Director stock ownership guideline | 3x annual cash retainer; retain ≥50% of net shares until compliant | All directors in compliance as of 12/31/2024 |
Governance Assessment
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Strengths
- Independent Chair with deep bank operating and risk experience; separation of Chair/CEO roles plus Lead Independent Director structure enhances board independence and oversight .
- Robust risk governance: Vance chairs Risk & Technology overseeing ERM, cybersecurity, and technology spend; clear reporting lines to CRO; committee met 5 times in 2024 .
- Director pay structure is conservative: no meeting fees; modest retainers and time-vested RSUs; no stock options; no tax gross-ups; clawback policy enhanced in 2023 for executives; strong anti-hedging and no pledging by insiders .
- Ownership alignment: director ownership guidelines at 3x retainer; Vance’s beneficial ownership disclosed; all directors in compliance .
- Shareholder confidence: 98% say‑on‑pay support in 2024; continued outreach with largest holders including participation by Board Chair and committee leaders .
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Risks/Watch items
- Former CEO now independent Chair may raise entrenchment concerns; HFWA mitigates via Lead Independent Director and recurring executive sessions without Chair (3 sessions in 2024) .
- Related-party loans to directors/executives total $6.5 million outstanding; HFWA describes full Regulation O compliance, market terms, and board approval processes, but these exposures merit ongoing scrutiny for credit and governance risk .
- 2024 balance sheet restructuring and realized securities losses drove adjusted EPS adjustments in incentive calculations; while this pertains to NEO pay, it underscores the importance of rigorous risk oversight under Vance’s committee leadership .
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Independence & attendance signals
- Board determined all nine director nominees, including Vance, are independent; no director fell below 75% attendance; independent-only sessions after each meeting reinforce governance quality .
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Compensation alignment
- Vance’s 2024 compensation: cash $122,500 (base + chair + committee chair) and RSUs $50,010; time-vested equity and guideline compliance support investor alignment; no per-meeting fees; modest dividend equivalents .
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Policy safeguards
- Clawback policy enhanced in 2023 under SEC/Nasdaq rules; insider trading policy prohibits hedging and cautions against pledging; none of executives/directors have pledged company stock per disclosure .
Overall, Vance’s profile combines seasoned bank leadership with independent board oversight of risk and technology; safeguards (independent Chair, LID, executive sessions, ownership guidelines, anti-hedging/pledging) mitigate potential concerns inherent in a former CEO serving as Chair .