Frederick B. Rivera
About Frederick B. Rivera
Independent director since 2020 (age 56 as of 12/31/2024), Rivera is a seasoned corporate attorney and executive with deep governance, investigations, and sports-industry experience. He served as EVP, Corporate Secretary, and General Counsel of the Seattle Mariners (2017–2025) and previously was Managing Partner at Perkins Coie and VP of Internal Investigations at Fannie Mae; he holds a BA from California State University, Northridge, a JD from Gonzaga School of Law, and completed Northwestern Kellogg’s Executive Leadership Program . He is independent and currently sits on HFWA’s Compensation and Corporate Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seattle Mariners | Executive Vice President, Corporate Secretary, General Counsel; Advisor post-retirement | 2017–2025 | Senior legal and governance lead; continued advisory role |
| Perkins Coie | Partner; Managing Partner | Partner 1998–2017; Managing Partner 2013–2017 | Firm leadership; complex legal and governance oversight |
| Fannie Mae | Vice President, Internal Investigations | 2006–2008 | Led internal investigations; risk and compliance insights |
| U.S. Department of Justice (Civil Rights Division) | Trial Attorney | Began 1993 | Federal litigation; civil rights enforcement expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Delta Dental of Washington | Director | Current | Private/industry board service |
| OAC Services, Inc. | Director | Current | Private company board service |
| NW Sports, LLC (ROOT Sports Network) | Director | Prior | Media/sports network governance |
| United Way of King County | Board Chair (2019–2020); Director | Prior | Community leadership |
| Rainier Scholars; Seattle Colleges Foundation; Downtown Seattle Association; Association of Washington Businesses; Washington State Leadership Board | Director/Trustee | Prior | Non-profit and civic governance |
Board Governance
- Independence: Rivera is independent; all nine HFWA director nominees are independent .
- Committee assignments: Compensation; Corporate Governance & Nominating. No chair roles listed for Rivera .
- Engagement and attendance: The Board held 10 regular meetings in 2024; independent directors held executive sessions at each meeting and additional sessions without the Board Chair at three meetings. No director attended fewer than 75% of total Board/committee meetings on which they served .
- Committee cadence: Audit & Finance (9), Compensation (5), Corporate Governance & Nominating (8), Risk & Technology (5) meetings in 2024 .
- Governance structure: Separate Board Chair (independent) and CEO; Lead Independent Director in place (Charneski) . Directors encouraged to attend the annual meeting; all directors attended the 2024 meeting .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | No per-meeting fees; additional retainers only for chairs (not applicable to Rivera) |
| Dividend equivalents (vested RSUs) | $2,025 | Paid to each director with vested RSUs in 2024 |
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics tied to director compensation were disclosed. On June 18, 2024, Rivera received 2,928 RSUs at $17.08 grant-date fair value per share (total target value $50,010) vesting May 1, 2025 .
| Equity Award (2024) | Shares/Units | Grant Date | Fair Value per Unit | Total Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | 2,928 | June 18, 2024 | $17.08 | $50,010 | Vest May 1, 2025 |
Note: HFWA does not currently grant director stock options; equity awards for directors are service-based RSUs only .
Other Directorships & Interlocks
- Public company boards: None of the HFWA nominees, including Rivera, serve on other public company boards—reducing interlock risk .
- Private/non-profit boards: Current roles at Delta Dental of Washington and OAC Services; prior roles across sports/media and multiple civic organizations .
Expertise & Qualifications
- Legal, governance, and investigations expertise from DOJ Civil Rights litigation, Fannie Mae internal investigations leadership, Perkins Coie firm management, and Mariners’ GC role .
- Strategic planning, risk oversight, and human capital experience underpin committee contributions in Compensation and Corporate Governance & Nominating .
Equity Ownership
| Ownership Metric (as of 3/10/2025) | Amount | Notes |
|---|---|---|
| Shares owned | 3,844 | Direct holdings |
| Unvested RSUs | 2,928 | Director RSUs granted in 2024 |
| Total beneficial ownership | 6,772 | Includes RSUs vesting within 60 days |
| % of shares outstanding | ~0.020% | Computed: 6,772 / 33,990,827 outstanding shares |
| Stock ownership guidelines | 3× annual cash retainer; all directors compliant as of 12/31/2024 | Requires retention of ≥50% of net shares until met |
| Hedging/Pledging | Prohibited; none known to have pledged stock | Anti-hedging and anti-pledging policy disclosed |
Governance Assessment
- Committee effectiveness: Rivera’s placement on Compensation and Corporate Governance & Nominating aligns with his legal and governance background; both committees are composed solely of independent directors, supporting robust oversight .
- Independence and attendance: Independent with at least 75% attendance, plus frequent executive sessions—positive signal for board discipline and oversight .
- Ownership alignment: Compliant with 3× retainer ownership guideline and subject to anti-hedging/anti-pledging policy—good alignment with shareholder interests .
- External roles and potential conflicts: Current advisory role with the Seattle Mariners and directorships at private entities (Delta Dental of Washington; OAC Services) present limited direct conflict with a regional commercial bank; no related-party transactions specific to Rivera disclosed. Company reports $6.5 million in aggregate loans to directors/executives under Regulation O terms and normal underwriting—monitoring remains prudent in banking contexts .
- Compensation structure: Director pay is balanced cash/equity (Rivera: $50,000 cash retainer; $50,010 RSUs), with no option awards or performance metrics—typical for directors and reduces pay-for-performance distortion risk in governance roles .
RED FLAGS / Watch items
Related-party lending exists at the company level ($6.5 million outstanding to directors/executives on ordinary terms); while standard in banking, investors should monitor disclosure continuity and adherence to Regulation O approvals .
No performance linkage in director equity (time-based RSUs) reduces risk of short-term focus but offers limited performance alignment; ensure ownership guidelines continue to drive alignment .