Kimberly T. Ellwanger
About Kimberly T. Ellwanger
Independent director of Heritage Financial Corporation (HFWA) since 2006; age 65 as of December 31, 2024. Former Senior Director of Corporate Affairs and Associate General Counsel at Microsoft (1991–1999) and prior Partner at Perkins Coie; NACD Leadership Fellow. Degrees: University of Washington School of Law (high honors) and Vassar College (Phi Beta Kappa, BA in Economics). Committees: Compensation member; Corporate Governance & Nominating Committee Chair .
Past Roles
| Organization | Role | Tenure | Notable Contributions/Focus |
|---|---|---|---|
| Microsoft Corporation | Senior Director of Corporate Affairs; Associate General Counsel | 1991–1999 | Built Microsoft’s corporate presence in government, industry, and community; opened Washington, D.C. office; established state/local government affairs network |
| Perkins Coie | Partner | Prior to 1991 | Legal practice in state/local tax planning, tax litigation, bankruptcy, corporate transactions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Corporate Directors – Northwest Chapter | Board (NACD Leadership Fellow) | Not disclosed | Director education and governance best practices |
| Community Foundation of South Puget Sound | Past Chair | Not disclosed | Community philanthropy leadership |
| Providence St. Peter Foundation | Board | Not disclosed | Health system philanthropy |
| South Sound YMCA | Board | Not disclosed | Community services and youth programs |
| Washington Council on International Trade | Past Chair | Not disclosed | Trade policy advocacy |
| Business Software Alliance | Past Vice President | Not disclosed | Industry policy and advocacy |
Board Governance
- Committee assignments: Compensation Committee member; Corporate Governance & Nominating Committee Chair .
- Independence and attendance: All nine nominees (including Ellwanger) are independent; Board held 10 regular meetings in 2024; no director attended fewer than 75% of Board and committee meetings; independent directors met in executive session after each regular meeting; three sessions held without the Board Chair led by the Lead Independent Director .
- Board leadership: Board Chair is Brian L. Vance; Lead Independent Director is Brian S. Charneski; roles separated from CEO .
- Committee activity (2024): Audit & Finance (9 meetings), Compensation (5), Corporate Governance & Nominating (8), Risk & Technology (5) .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual cash fees | Director retainer + chair fee (Corporate Governance & Nominating) | $60,000 |
| Equity grant (RSUs) | 2,928 RSUs granted June 18, 2024; grant date fair value $17.08/share; total $50,010; vests May 1, 2025 | $50,010; 2,928 RSUs |
| Dividend equivalents (vested RSUs) | Cash dividend equivalents earned in 2024 | $2,025 |
| Total director compensation (2024) | Cash + equity reported | $110,010 |
Director fee schedule context (HFWA-wide; relevant to Ellwanger):
- Annual cash retainer $50,000; Corporate Governance & Nominating Chair $10,000; no meeting fees; Lead Independent Director $20,000; Board Chair $60,000; Audit Chair $15,000; Risk & Technology Chair $12,500 .
Performance Compensation
| Element | Structure | Metrics | Payout Mechanics |
|---|---|---|---|
| Director equity grant | Time-based RSUs only (non-performance) | None disclosed for directors | Vesting on date schedule; no performance linkage |
No director performance-based equity metrics are disclosed; 2024 director equity grants were solely time-vested RSUs .
Other Directorships & Interlocks
- Other public company boards: None of the HFWA nominees serve on other public company boards beyond Heritage .
- Notable shared affiliation: Ellwanger and director Frederick B. Rivera both previously practiced at Perkins Coie (different eras); no related-party transactions disclosed arising from this connection .
Expertise & Qualifications
- Legal, regulatory and government affairs expertise; prior Microsoft and Perkins Coie leadership .
- Corporate governance leadership (Chair, Corporate Governance & Nominating Committee) .
- NACD Leadership Fellow; advanced governance education .
- Education: UW School of Law (high honors); Vassar College (Economics, Phi Beta Kappa) .
Equity Ownership
| Holder | Shares Owned | RSUs (unvested, will vest within 60 days of record date) | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Kimberly T. Ellwanger | 29,891 | 2,928 | 32,819 | <1% | Shares held in trust |
Stock ownership guidelines (directors): Required to hold ≥3× annual cash retainer; must retain ≥50% of shares (net of taxes) until compliant; if not compliant, 25% of annual cash fees paid in stock; all directors were in compliance as of Dec 31, 2024 .
Anti-hedging/pledging: Hedging prohibited; pledging discouraged; to the Company’s knowledge, no directors have pledged HFWA stock .
Governance Assessment
- Board effectiveness: Ellwanger chairs Corporate Governance & Nominating, which runs annual Board self-evaluations and biennial peer assessments with third-party compilation and action planning—indicative of robust governance process .
- Independence and engagement: Independent; high attendance; active shareholder outreach reaching investors representing ~54% of outstanding shares, with Corporate Governance Chair participation; feedback supportive; 2024 say-on-pay approval >98%—positive investor confidence signal .
- Compensation alignment: Director pay is modest with balanced cash ($60k) and time-based equity ($50k); no performance-linked director pay—consistent with bank governance norms; RSUs vest within a year (May 1, 2025) .
- Ownership alignment: Beneficial ownership includes direct shares and RSUs; compliance with stock ownership guidelines; no hedging/pledging—strong alignment .
- Related-party exposure: HFWA reports $6.5M in outstanding loans to directors/executives, made at market terms, fully documented and performing; approvals pursuant to Regulation O; no exceptions—low conflict risk disclosed .
RED FLAGS and Watch Items
- Tenure: Long service (director since 2006) could raise refreshment concerns generally, though HFWA emphasizes periodic chair rotation and a mix of experience and new perspectives; Board diversity and independence metrics are strong .
- Potential network interlock: Prior Perkins Coie affiliation also shared by director Rivera; no specific transactions disclosed—monitor for any legal services or related-party engagements in future disclosures .
- Director equity: Short vesting horizon (11 months from grant) aids retention but does not include performance conditions—standard for directors; not inherently a red flag .
Compensation Committee Analysis (context for governance)
| Item | Detail |
|---|---|
| Committee composition | Jeff Lyon (Chair), Kimberly Ellwanger, Gail Giacobbe, Fred Rivera, Ann Watson—all independent; no interlocks/insider participation |
| Meetings (2024) | 5 meetings |
| Independent consultant | Pearl Meyer engaged; determined independent; used for peer group and plan reviews |
| Clawback policy | Enhanced clawback adopted Nov 7, 2023 per SEC/Nasdaq rules |
Director Compensation (structure context)
| Compensation Element | HFWA Practice | Notes |
|---|---|---|
| Cash retainer | $50,000 per director; chair fees apply by committee | CG&N Chair $10,000; Audit Chair $15,000; Comp Chair $10,000; Risk & Tech Chair $12,500; Lead Independent $20,000; Board Chair $60,000 |
| Equity | Annual RSUs with target ~$50,010; vested on schedule (no performance metrics) | 2,928 RSUs granted 6/18/2024 at $17.08; vests 5/1/2025 |
| Meeting fees | None | No per-meeting fees |
| Dividend equivalents | Cash paid on vested RSUs | $2,025 in 2024 per director with vested RSUs |
| Ownership guidelines | ≥3× cash retainer; retention rules; all directors compliant | Enforced via fee-in-stock if below threshold |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards | None (for all nominees) |
| Private/non-profit boards | Multiple civic/industry organizations (see External Roles) |
| Potential interlocks | Shared historical law firm affiliation (Perkins Coie) with director Rivera; no transactions disclosed |
Equity Ownership
| Metric | Value |
|---|---|
| Direct/indirect shares | 29,891 (held in trust) |
| Unvested RSUs | 2,928 (2024 grant, vesting May 1, 2025) |
| Total beneficial | 32,819; <1% outstanding |
| Hedging/Pledging | Prohibited/cautioned; none known |
| Ownership guideline compliance | Compliant as of 12/31/2024 |
Governance Signals for Investors
- Positive: Strong independence, active governance chair leadership, rigorous evaluations, shareholder outreach, and high say-on-pay support indicate effective board oversight and investor-aligned practices .
- Neutral/Monitor: Director equity is time-based (no performance conditions), which is standard; long tenure requires continued attention to board refreshment and skill mix—HFWA reports periodic chair rotation and diverse composition .
- Low conflict risk: Related-party lending governed under Regulation O, market terms, and performing; insider policy bars hedging and cautions pledging with no pledges disclosed .