Brian S. Charneski
About Brian S. Charneski
Brian S. Charneski (age 63) is an independent director of Heritage Financial Corporation (HFWA) since 2000 and currently serves as Lead Independent Director (appointed July 1, 2019; previously Board Chair from 2016) . He is President of L&E Bottling Company and Chairman of Pepsi Northwest Beverages, LLC; he also serves as a director of the American Beverage Association and is Chairman of the Pepsi-Cola Bottlers Association (prior Chair 2005–2007) . He holds a B.A. in Economics from Seattle University (1985) and brings financial, legal, economic, human capital, and M&A expertise; he is deemed financially sophisticated under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Center for Performing Arts | Past Director | Not disclosed | Community/civic leadership |
| Community Foundation of the South Sound | Past Director | Not disclosed | Community/civic leadership |
| St. Martin’s University | Trustee (former) | Not disclosed | Higher education governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L&E Bottling Company | President | Current | Consumer products, manufacturing/logistics oversight |
| Pepsi Northwest Beverages, LLC | Chairman | Current | Regional beverage manufacturing JV governance |
| American Beverage Association | Director | Current | Industry representation and advocacy |
| Pepsi-Cola Bottlers Association | Chairman; prior Chair | Current; 2005–2007 | Bottling network governance |
Board Governance
- Committee assignments: Audit & Finance (Chair) and Corporate Governance & Nominating (member) .
- Independence: Independent; all nine 2025 director nominees are independent .
- Attendance and engagement: Board held ten regular meetings in 2024 with executive session of independent directors after each; no director attended fewer than 75% of Board/committee meetings; three executive sessions occurred without the Board Chair, led by the Lead Independent Director .
- Board evaluation: Annual board self-evaluation and biennial peer assessments managed by Corporate Governance & Nominating chair with third-party compilation .
- Leadership structure: Separate Chair and CEO, independent Board Chair (Brian L. Vance) and Lead Independent Director (Charneski) .
2024 Committee Activity
| Committee | 2024 Meetings |
|---|---|
| Audit & Finance | 9 |
| Compensation | 5 |
| Corporate Governance & Nominating | 8 |
| Risk & Technology | 5 |
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Base annual cash retainer | 50,000 | Standard director fee |
| Lead Independent Director retainer | 20,000 | Additional cash retainer |
| Audit & Finance Committee Chair retainer | 15,000 | Additional cash retainer |
| Total 2024 cash fees | 85,000 | Sum of above components |
| Meeting fees | 0 | No per-meeting fees |
| 2024 Director Pay Summary | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 85,000 |
| Stock Awards (grant-date fair value) | 50,010 |
| Total | 135,010 |
- Cash dividend equivalents: During 2024, each director with vested restricted stock units earned $2,025 in cash dividend equivalents (general disclosure) .
Performance Compensation (Director)
- Design: Non-employee director equity grants are time-based RSUs; no performance-conditioned metrics are applied to director equity; no stock options outstanding for directors as of 12/31/2024 .
| Equity Grant Detail (2024) | Metric |
|---|---|
| Grant type | RSUs (time-based) |
| Grant date | June 18, 2024 |
| Number of units | 2,928 |
| Per-unit fair value | $17.08 |
| Total grant-date value | $50,010 |
| Vesting | Vests May 1, 2025 |
| Options outstanding | None (directors) |
Other Directorships & Interlocks
- Public company directorships: None of the nominees (including Charneski) serve on other public company boards .
- Compensation Committee interlocks: Compensation Committee comprises independent directors (Lyon-Chair, Ellwanger, Giacobbe, Rivera, Watson); Charneski is not a member; the Committee uses an independent consultant (Pearl Meyer), determined independent .
Expertise & Qualifications
- Financial literacy and audit oversight; financially sophisticated under Nasdaq definitions; Audit & Finance Committee entirely independent; financial experts designated: Saunders and Gavin .
- Strategic planning, M&A, sales/marketing, human capital management; regulated industry familiarity; Lead Independent Director role recognized in Board skills matrix .
- Education: B.A., Economics, Seattle University (1985) .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Shares owned | 53,238 (includes 13,675 held by an entity he controls) |
| RSUs (unvested at 12/31/2024) | 2,928 |
| Total beneficial ownership | 56,166 |
| Ownership as % of outstanding | <1% (33,990,827 shares outstanding) |
| Shares pledged as collateral | None known; hedging/pledging prohibited by policy; Company states no director/NEO has pledged Company stock to its knowledge |
| Options (exercisable/unexercisable) | None (directors have no outstanding options) |
| Compliance with stock ownership guidelines | Directors must hold ≥3x annual cash retainer; all directors in compliance as of 12/31/2024 |
Governance Assessment
- Strengths: Long-tenured independent director with Lead Independent Director responsibilities; chairs Audit & Finance, supporting robust financial reporting oversight; independent Board structure with annual elections and majority voting; consistent engagement and executive sessions; adherence to clawback, anti-hedging/pledging, and ownership guidelines; strong shareholder support for executive pay (98% Say-on-Pay in 2024) .
- Compensation alignment: Director pay stable year-over-year; no meeting fees; equity grants via time-based RSUs; clear ownership requirements promoting long-term alignment .
- Potential conflicts/RED FLAGS to monitor:
- Related-party exposure: Company-level disclosure notes $6.5 million of loans outstanding to directors/executives, all on market terms under Regulation O; no individual transaction for Charneski disclosed (monitor given his private business interests) .
- Long tenure (>25 years) may warrant continued refreshment and peer evaluation; Board performs annual self-evaluation and biennial peer assessments .
- Other notes: No other public company boards reduce interlock risk; Audit & Finance has two designated financial experts (Saunders, Gavin), with Charneski financially sophisticated—committee composition appears balanced .