Trevor D. Dryer
About Trevor D. Dryer
Independent director since 2022; age 46 as of December 31, 2024. Managing Partner at Cedarline Lending (technology-driven construction lender) since February 2025; previously founder/CEO of Carbon Title (2018–2024), SVP at Serent Capital (investment committee), product leader at Intuit, attorney at Munger, Tolles & Olson, and judicial clerk on the U.S. Court of Appeals for the Ninth Circuit. Education: JD, Stanford Law School; BA, Harvard University. Board qualifications emphasize technical and entrepreneurial expertise complemented by legal and executive leadership skills .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carbon Title | Founder & CEO | 2018–2024 | Real estate decarbonization software; led product and growth strategy |
| Serent Capital | Senior Vice President; Investment Committee member | Post-2018 (after Mirador sale) | Advised portfolio companies on strategy, operations, and growth |
| Intuit | Led mobile payments product management | Not disclosed | Built/managed mobile payments product portfolio |
| Munger, Tolles & Olson | Attorney | Early career | Legal practice experience |
| U.S. Court of Appeals for the Ninth Circuit | Judicial Clerk | Early career | Federal appellate clerkship |
| Mirador | Founder/executive (sold in 2018) | Pre-2018 | Company sold and integrated into CUNA Mutual Group |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cedarline Lending | Managing Partner | Since Feb 2025 | Technology-driven lender for single-family construction loans |
| Qualtik | Director | Current | Board service; private company |
| Zingo (acquired by Credit Sesame) | Executive Chair | Through 2021 | Oversight until acquisition by Credit Sesame in 2021 |
| Other Public Company Boards | — | — | None; nominees do not serve on other public company boards |
Board Governance
- Committee memberships: Audit & Finance and Risk & Technology; Dryer designated “financially sophisticated” under Nasdaq rules .
- Independence: All nine director nominees (including Dryer) are independent .
- Board/committee cadence and attendance: Board met 10 times in 2024 with executive sessions of independent directors after each meeting and three sessions without the Board Chair; no director attended fewer than 75% of Board and committee meetings .
- Committee oversight context:
- Audit & Finance met 9 times in 2024; oversight of financial reporting, controls, and auditor engagement .
- Risk & Technology met 5 times in 2024; oversight of ERM (credit, market/liquidity, operational, information security/cybersecurity) and significant technology investments/strategy .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual Director Cash Retainer | $50,000 |
| Chair/Lead/Committee Chair Fees | $0 (Dryer is not a chair) |
| Meeting Fees | $0 (no per-meeting fees paid) |
| Cash Dividend Equivalents on Vested RSUs | Policy: $2,025 for directors with vested RSUs; individual applicability not disclosed |
Performance Compensation
| Equity Component | Grant Detail | Vesting |
|---|---|---|
| RSUs (annual director grant) | 2,928 units; grant date June 18, 2024; grant date fair value $50,010 ($17.08 per share) | Vests May 1, 2025 (one-year service-based) |
| Options | None outstanding for directors | — |
- No performance metrics are tied to director equity; director RSUs are service-based time vesting only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other Public Company Directorships | None (for all nominees) |
| Private/Non-profit Boards | Qualtik (director); Zingo (executive chair, acquired 2021) |
| Potential Interlocks/Conflicts | None disclosed with HFWA customers/suppliers; related-party transaction policy and Regulation O oversight in place |
Expertise & Qualifications
- Significant technical and entrepreneurial expertise; legal training and executive leadership experience .
- Financially sophisticated under Nasdaq; Audit & Finance committee member .
- Risk oversight exposure through Risk & Technology committee appointment .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly | 4,831 |
| Unvested RSUs (granted 6/18/2024; vest 5/1/2025) | 2,928 |
| Total beneficial ownership | 7,759 |
| Ownership as % of shares outstanding | <1% |
| Director stock ownership guidelines | 3x annual cash retainer; retain ≥50% of net shares until compliant; 3-year compliance window |
| Compliance status | All directors in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited; to our knowledge, none by directors |
Governance Assessment
-
Positives:
- Independent director with dual roles on Audit & Finance and Risk & Technology—strong alignment with financial integrity and enterprise risk oversight .
- Financially sophisticated designation under Nasdaq strengthens audit committee capability .
- Balanced director pay mix (~50/50 cash vs equity) and strong stock ownership requirements; all directors compliant .
- Board structure features separate Chair/CEO, Lead Independent Director, regular executive sessions, and active evaluation processes—indicative of robust governance .
-
Watch items:
- External leadership at Cedarline Lending (lending focus) could present potential appearance-of-conflict if any business intersects with HFWA; no related-party transactions disclosed, and Regulation O lending controls apply to all insider loans .
-
RED FLAGS:
- None disclosed specific to Dryer (no hedging/pledging, no public-company interlocks, no attendance shortfall) .