Nicholas M. Bley
About Nicholas M. Bley
Nicholas M. “Nic” Bley (age 51) is Executive Vice President of Heritage Financial Corporation (HFWA) and Executive Vice President & Chief Operating Officer of Heritage Bank, effective October 28, 2024. He joined from JPMorgan Chase & Co., where he spent 16 years culminating as Managing Director and Commercial Real Estate Senior Regional Sales Manager; he holds a BA in Finance & Accounting (Western Washington University) and an Executive MBA (UW Foster). Company performance context tied to NEO incentives: FY2024 net income $43.3M and diluted EPS $1.24, with total loans up 10.7% and total deposits up 1.4%; 2022–2024 PSU cycle paid 80% of target based on relative TSR at the 62nd percentile and ROATCE at the 34th percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heritage Bank | EVP & Chief Operating Officer | Oct 2024–present | COO appointed to execute strategic plans alongside the President; broad operational leadership remit . |
| JPMorgan Chase & Co. | Managing Director, CRE Senior Regional Sales Manager (and prior leadership roles) | 16 years through 2024 | Led sales management, digital sales & operations, loan ops, and information systems/analytics, aligning commercial growth and platform efficiency . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Seattle Metropolitan Chamber of Commerce | Board of Trustees | Current |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Salary paid ($) | $71,233 | — |
| Base salary rate ($) | $400,000 (effective 7/1/2024) | $400,008 (employment agreement) |
| Target bonus (%) | Not eligible for 2024 MIP | 40% of base salary |
| Actual bonus paid ($) | $300,000 (signing bonus, paid 1/15/2025) | |
| Perquisites ($) | Employer 401(k) match: $2,000 | — |
Performance Compensation
Annual Cash Incentive (MIP) design and 2024 metrics (Bley was not eligible for the 2024 MIP; eligibility starts 2025):
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 | % of Target Achieved |
|---|---|---|---|---|---|---|
| Diluted EPS | 40% (35% for CCO) | $1.50 | $2.00 | $2.50 | $1.24 (adjusted to $1.80 for incentives) | 80% |
| Net charge-offs (recoveries)/Avg loans | 20% (30% for CCO) | 0.11% | 0.06% | 0.01% | 0.06% | 100% |
| Overhead ratio | 40% (35% for CCO) | 2.39% | 2.24% | 2.04% | 2.22% | 105% |
Long-Term Equity Incentives:
- 2024 PSU program for NEOs (not applicable to Bley in 2024): 50% weight ROATCE vs peers; 50% weight 3-yr TSR vs peers; payout curve 50%/100%/150% at 25th/50th/75th percentile; incremental vesting 2% per percentile point . 2022 grant paid at 80% of target (ROATCE 36% of target; TSR 124% of target) .
- Bley 2024 equity: one-time RSU grant only (no PSUs in 2024) .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial ownership (as of 3/10/2025) | 0 shares; no RSUs vesting within 60 days included; total beneficial ownership “—” per proxy table . |
| Unvested RSUs | 14,572 units granted 12/18/2024; market value $357,014 @ $24.50 close on 12/31/2024; vest ratably over 3 years each Dec 15 . |
| Options | None outstanding across NEOs as of 12/31/2024 . |
| Stock ownership guidelines | NEOs must hold 1.5x base salary (CEO 3x); must retain ≥50% net shares until compliant; 5-year window; all NEOs were in compliance as of 12/31/2024 . |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and none reported for NEOs/directors per policy . |
Equity Award Detail for Bley:
| Grant Date | Type | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 12/18/2024 | RSUs | 14,572 | $350,019 | Ratable over 3 years; vests Dec 15 annually |
Employment Terms
- Employment agreement: Initial term through June 30, 2027 with automatic one-year renewals unless non-renewed 90 days prior; remains effective for 2 years post-change-in-control .
- Compensation: Base salary $400,008; target annual bonus 40% starting FY2025; one-time RSU award ≈$350,000 in 2024; one-time $300,000 signing bonus (clawback pro-rata if resignation or termination for cause within 3 years) .
- Severance economics:
- Termination without cause / for Good Reason (non-CIC): 100% of “Base Compensation” (current base + 3-yr avg bonus) paid over 24 months; COBRA medical/dental at active employee rates for 18 months; time-based equity vests; performance equity vests based on actual performance; unvested company deferred comp contributions vest .
- Change-in-control + Qualifying Termination (double trigger): 200% of Base Compensation in lump sum; COBRA medical/dental at active rates for 18 months; equity vests at target; deferred comp contributions vest .
- 280G/4999 treatment: cut-back to maximize after-tax (no gross-up) .
- Release required; arbitration provision; banking regulatory severance limits and clawback apply .
- Restrictive covenants: Confidentiality; non-compete within 25 miles of any Heritage office for 18 months (12 months if within CIC “Covered Period”); employee/customer non-solicit; works-made-for-hire; equitable relief for breach .
Investment Implications
- Alignment: Pay mix emphasizes at-risk incentives beginning FY2025 (40% bonus target; equity participation), with robust clawback, ownership guidelines, and anti-hedging/pledging policy, supporting alignment and governance quality .
- Retention: Multi-year term with auto-renewal, double-trigger CIC protection (200% base+avg bonus), and RSU vesting over 3 years reduce near-term flight risk; note signing-bonus clawback if departure within 3 years .
- Insider selling pressure: RSU vesting on or around Dec 15 annually could create routine Form 4 activity from tax withholding/settlement; no options outstanding mitigates discretionary selling risk .
- Performance linkage: Company’s MIP metrics (EPS, credit quality, overhead) and PSU peer-relative metrics (ROATCE, TSR) tie pay to operational efficiency and shareholder returns; 2024 MIP paid below/at target ranges and 2022–2024 PSU paid at 80% of target, evidencing pay-for-performance discipline .