Kelli A. Wilson
About Kelli A. Wilson
Kelli A. Wilson, age 56, is Executive Vice President and Chief Retail Banking Officer of Heritage Bank, a role she has held since 2023 after joining Heritage in 2013 and serving as Director of Branch Banking starting in 2020 . Company performance metrics that underpin executive incentives show 2024 diluted EPS of $1.24 (adjusted to $1.80 for incentive calculations), net income of $43.3M, total loans up 10.7% YoY, and total deposits up 1.4% YoY; 2023 diluted EPS was $1.75 . Heritage’s long-term performance metrics used for PSU awards delivered mixed relative TSR outcomes: 2022 grant cycle paid 80% of target (ROATCE at 34th percentile; 3-year TSR at 62nd percentile), while the 2021 cycle paid 40% (ROA 45th percentile; TSR 17th percentile) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heritage Bank | Regional Manager | 2013–2020 | Led branch markets within Heritage’s Pacific Northwest footprint . |
| Heritage Bank | Director of Branch Banking | 2020–2023 | Oversaw branch banking operations and frontline growth initiatives . |
| Heritage Bank | EVP, Chief Retail Banking Officer | 2023–Present | Executive leadership of retail banking, customer experience and deposit franchise strategy . |
Fixed Compensation
- Base salary, target bonus, and actual bonus for Ms. Wilson are not disclosed in the DEF 14A; only Named Executive Officers (NEOs) are reported (Wilson is not listed among NEOs) .
Performance Compensation
- Heritage’s Management Incentive Plan (MIP) cascades similar corporate metrics across executives and management, aligning annual incentives with EPS, credit quality, and efficiency goals .
2024 Corporate Performance Goals and Results (used to fund/shape executive annual incentives):
| Metric | Weighting | Threshold | Target | Maximum | Actual | % of Target Achieved |
|---|---|---|---|---|---|---|
| Diluted EPS | 40% (35% for Chief Credit Officer) | $1.50 | $2.00 | $2.50 | $1.24 (adjusted to $1.80 for incentives) | 80% |
| Net Charge-Offs (Recoveries)/Avg Loans | 20% (30% for Chief Credit Officer) | 0.11% | 0.06% | 0.01% | 0.06% | 100% |
| Overhead Ratio | 40% (35% for Chief Credit Officer) | 2.39% | 2.24% | 2.04% | 2.22% | 105% |
2023 Corporate Performance Goals and Results:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Notes |
|---|---|---|---|---|---|---|
| Diluted EPS | 40% (35% for Chief Credit Officer) | $2.29 | $2.69 | $3.09 | $1.75 | Committee adjusted overhead ratio for one-time fee |
| Net Charge-Offs (Recoveries)/Avg Loans | 20% (30% for Chief Credit Officer) | 0.12% | 0.07% | 0.02% | (0.01)% | |
| Overhead Ratio | 40% (35% for Chief Credit Officer) | 2.50% | 2.40% | 2.25% | 2.33% | Adjusted to 2.31% for incentives |
Long-Term Incentives (PSUs): Design emphasizes ROATCE and 3-year TSR against a peer group; 2024 grants for NEOs split 50% PSU / 50% RSU, with PSU payout at 50–150% of target depending on percentile performance .
Equity Ownership & Alignment
- Insider transactions and equity awards reported on Form 3/4 (CIK 0001961133):
- Form 3 filed Jan 6, 2023 (initial reporting) .
- RSU grants:
- 6,780 RSUs on Feb 22, 2023 at grant-date fair values used by the company ($28.28/$23.85 for NEO awards; Benzinga shows $28.28 and $191.6K implied value) .
- 4,360 RSUs on Feb 26, 2024 (Benzinga shows $18.16 and $79.16K) .
- Routine small dispositions likely associated with scheduled vest/withholding:
- Mar 16, 2023: -226 shares at $22.83 .
- Jun 16, 2023: -72 shares at $17.60 .
- Mar 18, 2024: -421 shares at $18.38 .
- Jun 18, 2024: -47 shares at $16.68 .
- Jun 16, 2025: option exercise and related disposition of 5,678 shares at $22.76 (SEC Form 4) .
- Direct beneficial ownership (post 6/16/2025 transactions): 11,972 shares (Yahoo Insider Transactions), approximately 0.035% of outstanding shares (33,990,827 shares at 3/10/2025 record date) .
- Vesting schedules:
- Company RSUs for executives generally vest ratably over three years on or around March 15 (per Outstanding Equity Awards tables for NEOs) .
- Ms. Wilson’s reported transaction dates (mid-March, mid-June) align with typical vesting/settlement cadence at Heritage .
- Hedging/Pledging:
- Heritage’s insider trading policy prohibits hedging; cautions against pledging. To the company’s knowledge, no NEOs or directors have pledged Heritage stock; Wilson, as an officer, is subject to the same policy framework .
- Stock ownership guidelines:
- NEO ownership guidelines require 3× base salary for CEO and 1.5× for other NEOs; all NEOs were in compliance as of year-end 2023 and 2024. Guidelines are stated for NEOs; Wilson’s specific guideline status is not disclosed .
Employment Terms
- Current role and tenure: EVP, Chief Retail Banking Officer since 2023; Heritage executive officer appointments are annual and serve at the discretion of the Board .
- Contract economics: Heritage discloses detailed employment agreement severance/change-in-control terms for NEOs (e.g., salary/bonus multiples, accelerated vesting). No specific employment agreement terms are disclosed for Ms. Wilson .
- Policies affecting compensation recovery and trading:
- Enhanced clawback policy adopted in 2023, compliant with SEC/Nasdaq listing standards .
- Insider Trading Policy governs trading windows, prohibits hedging, and cautions against pledging; the policy is publicly available and applies to officers .
- 2025 merger context: HFWA’s September 2025 merger announcement lists Ms. Wilson as Executive Vice President and Chief Banking Officer among Acquiror Bank officers; related voting/support agreements were executed by principal shareholders/officers, reaffirming fiduciary duties and standard legal provisions .
Investment Implications
- Pay-for-performance alignment: Annual incentive funding tied to EPS, net charge-offs, and overhead ratio creates direct linkage between operational execution and cash payouts; long-term PSUs benchmark ROATCE and TSR relative to peers, with recent cycles paying below or near target, signaling disciplined equity performance payouts .
- Insider selling pressure: Reported Wilson transactions show modest, periodic share dispositions around vest dates and one larger 2025 option exercise/disposition event, consistent with equity award settlement rather than discretionary large-scale selling; no hedging/pledging red flags are disclosed under company policy .
- Retention and alignment: RSU/PSU structures with multi-year vesting, anti-hedging policy, and the absence of pledging among senior leaders support retention and alignment in the retail franchise led by Wilson; lack of disclosed individual contract economics limits precision on severance/change-of-control incentives for her role .
- Governance confidence: Say-on-pay approvals remained robust (96% in 2023; 98% in 2024), indicating shareholder support for the compensation framework that cascades through management ranks including retail leadership .