Amber Zins
About Amber Zins
Amber Zins, 43, is Executive Vice President and Chief Operating Officer (COO) of Northrim Bank; she joined the Bank in 2008, became a named executive officer in 2020, and was promoted to COO in 2022 . She holds a BBA in Accounting from the University of Alaska Fairbanks, is a Certified Public Accountant, and is a 2023 graduate of Pacific Coast Banking School; she volunteers with United Way of Anchorage and served as an adjunct professor at the University of Alaska Anchorage for 10 years . Her annual incentive is driven by the Company’s profit sharing plan tied to Community Banking segment pre-tax income vs budget (60%) and consolidated ROAA peer ranking (40%), and her 2024 equity awards are 50% time-based RSUs and 50% PSUs measured on relative TSR and ROAA versus a 1–5B asset bank peer set; no explicit executive ownership requirement exists .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northrim Bank | Internal Audit Manager | 2008–2017 | Internal audit leadership and controls |
| Northrim Bank | SVP, Human Resources Director | 2017–2020 | Human capital leadership |
| Northrim Bank | EVP, Chief Administrative Officer | 2020–2022 | Enterprise administration |
| Northrim Bank | EVP, Chief Operating Officer | 2022–present | Bank operations leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Alaska Anchorage | Adjunct Professor | 10 years | Academic instruction |
| United Way of Anchorage | Volunteer | Not disclosed | Community engagement |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (actual paid) | $298,293 | $323,739 |
| Employment-agreement Base Salary | $267,067 (as of 12/31/2023) | $309,798 (as of 12/31/2024) |
| Non-Equity Incentive (Profit Sharing; paid following year) | $87,348 | $158,632 |
| Stock Awards (grant-date fair value) | $109,395 | $82,267 |
| Option Awards (grant-date fair value) | $— | $— |
| Change in Pension Value & Nonqualified Deferred Compensation Earnings | $11 | $117 |
| All Other Compensation | $44,857 | $49,955 |
| Total Compensation | $539,904 | $614,710 |
Performance Compensation
Annual Profit Sharing Plan (cash)
- Funding based 60% on Community Banking segment pre-tax income vs budget and 40% on consolidated ROAA peer ranking among U.S. banks with $1–$5B assets; payouts are formula-driven, subject to CEO discretion and Compensation Committee/Board approval .
- 2024 estimated future payout range for Ms. Zins: Threshold $33,993; Target $113,309; Maximum $169,964 (dollar amounts) .
| Metric | Weight | Threshold | Target | Stretch | 2024 Actual Payout |
|---|---|---|---|---|---|
| Community Banking Pre-Tax vs Budget | 60% | Included in plan funding | Included in plan funding | Included in plan funding | $158,632 |
| ROAA Peer Rank (U.S. banks $1–$5B assets) | 40% | Included in plan funding | Included in plan funding | Included in plan funding | $158,632 |
Equity Incentives (RSUs & PSUs)
- 2024 awards are allocated 50% time-based RSUs and 50% performance units; time-based RSUs vest on the third anniversary of grant; PSUs measured on 3-year relative TSR and ROAA vs SNL U.S. Bank Index with total assets $1–$5B; payout 50%/100%/150% of target for threshold/target/stretch .
- 2024 grant detail (3/28/2024): Time-based RSUs 813 units; PSUs threshold 407, target 813, max 1,220; grant-date fair value $82,267 (combined) .
| Component | Grant Date | Weighting | Units (Threshold/Target/Max) | Vesting | Valuation |
|---|---|---|---|---|---|
| Time-based RSUs | 3/28/2024 | 50% | 813 | Cliff at 3rd anniversary | Fair value included in $82,267 |
| PSUs – TSR vs peer (SNL U.S. Bank Index $1–$5B) | 3/28/2024 | 25% of total (half of PSU block) | 407/813/1,220 (blended PSU units) | End of 3-year cycle | Monte Carlo for TSR |
| PSUs – ROAA vs peer (3-year avg) | 3/28/2024 | 25% of total (half of PSU block) | 407/813/1,220 (blended PSU units) | End of 3-year cycle | Stock price at target for ROAA |
| PSU Payout Curve | n/a | n/a | Threshold 50%; Target 100%; Stretch 150% | n/a | n/a |
2024 vesting and realized value
| Event | Shares/Units | Value |
|---|---|---|
| RSUs vested (2024) | 662 | $56,316 |
| Options exercised (2024) | — | $— |
Equity Ownership & Alignment
- Beneficial ownership: 5,726 shares as of March 31, 2025; includes options exercisable within 60 days (2,021) and 968 shares held in her 401(k). Percent of class: less than 1% (Company reports “*” for under 1%); based on 5,520,880 shares outstanding .
- Executive ownership requirement: The Company has not established a program requiring executives to purchase/hold a defined number of shares; director guidelines exist but do not apply to executives .
Outstanding equity as of 12/31/2024
| Instrument | Exercisable | Unexercisable | Strike | Expiration | Unvested Units | Market Value Basis |
|---|---|---|---|---|---|---|
| Stock Options (grant 12/1/2031) | 790 | — | $42.02 | 12/1/2031 | — | — |
| Stock Options (grant 12/2/2030) | 1,231 | — | $32.09 | 12/2/2030 | — | — |
| RSUs (unvested aggregate) | — | — | — | — | 4,284 | $333,895 (at $77.94) |
| RSU Vesting Schedule | — | — | — | — | 2,610 on 3/23/2026; 1,674 on 3/29/2027 | $77.94 close 12/31/2024 basis |
Ownership as % of shares outstanding
| Shares Beneficially Owned | Shares Outstanding | Ownership % |
|---|---|---|
| 5,726 | 5,520,880 | ~0.10% (computed) |
- Pledging/Hedging: No pledging or hedging disclosures for Ms. Zins were identified in the proxy; Section 16(a) filings deemed timely for 2024 .
Employment Terms
- Agreement term: New employment agreements effective Jan 1, 2024 with initial term ending Dec 31, 2024; auto-renews annually unless either party gives ≥90 days’ notice; Messrs. Schierhorn and Huston had additional changes on Apr 6, 2024; Ms. Zins’ terms “nearly identical” to prior agreement .
- Non-compete: One year following termination or one year after close of a change-in-control transaction (Mr. Craig has 9 months; Ms. Zins is one year) .
- Benefits continuation: Health/insurance continued for one year upon termination without cause or for good reason (9 months for Mr. Craig) .
- Clawback: Incentive-based comp (cash/equity) subject to recovery if the Company prepares a qualifying accounting restatement (Compensation Recovery Policy) .
Potential payments upon termination/change-of-control (as of 12/31/2024)
| Scenario | Salary | Cash Severance | Unvested Options | Unvested RSUs | Benefits |
|---|---|---|---|---|---|
| Termination by Employer Without Cause | $15,228 | $329,935 | — | — | — |
| By Executive For Good Reason | $15,228 | $329,935 | — | — | — |
| Termination by Employer For Cause | $15,228 | — | — | — | — |
| By Executive Without Good Reason | $15,228 | — | — | — | — |
| Change in Control – Without Cause | $15,228 | $884,996 | — | — | — |
| Change in Control – For Good Reason (≤730 days) | $15,228 | $884,996 | — | — | — |
| Death | $15,228 | — | — | $333,895 | $95,065 |
| Disability | $15,228 | $209,935 | — | $333,895 | $95,065 |
- Equity plan change-in-control treatment: 2025 Stock Incentive Plan has no automatic single-trigger acceleration; Committee has discretion to settle/cancel/accelerate awards in connection with major events; awards with exercise/base price ≥ deal price may be canceled without payment .
Compensation Structure Analysis
- Mix shift: Equity grants in 2024 comprised both time-based RSUs and PSUs (50/50), reinforcing balance of retention and performance linkage; no options were granted in 2022–2024, indicating a shift away from options to RSUs/PSUs .
- Performance rigor: PSU metrics and payout curve are explicitly relative to a peer set, with threshold/target/stretch percentiles and capped at 150% of target, suggesting structured pay-for-performance mechanics; profit sharing uses segment budget discipline and peer ROAA .
- Ownership alignment: Executive ownership requirements are not mandated; directors have stock ownership guidelines, not executives, which may modestly weaken mandatory alignment for executives .
Related Party & Risk Indicators
- Related party transactions: Insider lending governed by Regulation O; insider loans approved per policy; 2024 transactions conducted on standard terms and not involving abnormal risk; no adverse features reported .
- Clawbacks: Explicit recovery policy tied to accounting restatements; applicable to cash and equity incentives .
- Section 16(a) compliance: All directors and officers filed timely reports for 2024 per Company review .
Compensation Peer Group (Benchmarking)
- Compensation program targets midpoint of peer group for comparable positions; executive pay evaluated against peer market data .
- TSR peer set for 2024 PSUs includes: Bank of Marin Bancorp, Central Pacific Financial Corp., Community West Bancshares, Farmers & Merchants BanCorp, First Northern Community Bancorp, First Northwest Bancorp, Five Star Bancorp, FS Bancorp, Heritage Commerce Corp, Heritage Financial Corporation, HomeStreet, Oak Valley Bancorp, Riverview Bancorp, Sierra Bancorp, Territorial Bancorp, Timberland Bancorp .
Say-on-Pay & Shareholder Feedback
- 2025 proxy submitted an advisory vote on executive compensation (Proposal 3); specific historical approval percentages not disclosed in the proxy excerpts provided .
Expertise & Qualifications
- Credentials: CPA; BBA in Accounting (UAF); Pacific Coast Banking School graduate (2023); experienced across audit, HR, administration, and operations .
- Tenure: Named executive since 2020; COO since 2022 .
Work History & Career Trajectory
| Organization | Role | Tenure | Notable Progression |
|---|---|---|---|
| Northrim Bank | Internal Audit → HR Director → CAO → COO | 2008–present | Progressive leadership culminating in COO |
Performance & Track Record
- Compensation-linked performance measures emphasize Community Banking segment pre-tax income vs budget and ROAA; long-term equity emphasizes relative TSR and ROAA against peers; specific TSR/ROAA results by cycle are not disclosed in the proxy excerpts .
Equity Ownership & Alignment Details
| Item | Value |
|---|---|
| Beneficial Ownership (3/31/2025) | 5,726 shares; includes 2,021 options exercisable within 60 days; 968 shares in 401(k) |
| Ownership % of Outstanding | ~0.10% (5,726 / 5,520,880) |
| Unvested RSUs (12/31/2024) | 4,284 units (2,610 vest 3/23/2026; 1,674 vest 3/29/2027); $333,895 value at $77.94 |
| Options Outstanding | 790 @ $42.02 exp. 12/1/2031; 1,231 @ $32.09 exp. 12/2/2030; all exercisable |
| Executive Ownership Policy | No executive stock ownership program; directors have guidelines |
Employment Terms Summary
| Term | Provision |
|---|---|
| Agreement Duration | Initial term through 12/31/2024; auto-renew annually unless ≥90-day notice |
| Non-Compete | 1 year post-termination or 1 year post-change-in-control close |
| Benefits Continuation | Health/insurance for 1 year upon termination without cause/good reason |
| Severance (No Cause/Good Reason) | Cash severance $329,935; salary component $15,228 |
| Change-in-Control (Double-Trigger) | Cash severance $884,996; salary component $15,228 |
| Death/Disability | RSU value $333,895; benefits $95,065; disability cash $209,935 |
| Clawback | Applies to cash/equity incentives upon qualifying restatement |
| Executive SERP | Company contribution equal to 10% of base salary; 2024 company contribution $30,980; aggregate SERP balance $95,065 |
Investment Implications
- Alignment: The 50/50 RSU/PSU structure with relative TSR and ROAA metrics, plus profit sharing tied to budget and ROAA peer rank, supports pay-for-performance linkage; however, absence of a formal executive stock ownership guideline modestly weakens mandated ownership alignment .
- Retention: Unvested RSUs of 4,284 units vesting March 2026 and March 2027, combined with double-trigger change-in-control severance, create strong retention incentives through 2027; limited 2024 option activity suggests minimal near-term selling pressure from option exercises .
- Trading signals: RSU vesting dates (3/23/2026; 3/29/2027) are potential supply events; monitoring Section 16 filings around these dates can provide insight into selling behavior. The clawback policy and committee oversight of equity plans reduce governance risk tied to award timing and restatements .