David Karp
About David W. Karp
Independent director of Northrim BanCorp, Inc. since 2015; age 58. Career foundation in transportation and telecom operations and leadership, currently Senior Vice President & Managing Director, Alaska at Saltchuk; prior chair and director roles at Alaska Communications Systems Group (formerly public during part of his tenure). The Board affirms his independence under SEC and Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Communications Systems Group, Inc. | Chairman | 2018–2021 | Led board; company was publicly traded for part of 2011–2021 tenure |
| Alaska Communications Systems Group, Inc. | Director | 2011–2021 | Governance of telecom operator; public company experience |
| Northern Aviation Services, Inc. | President & CEO | 2011–2018 | Led aviation services operations |
| Northern Air Cargo, Inc. | President & CEO | 2007–2018 | Oversaw cargo airline operations |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Saltchuk | Senior Vice President & Managing Director, Alaska | Since 2019 |
| Alaska Communications Systems Group, Inc. | Chairman, Community Advisory Board | Since 2022 |
| Resource Development Council | Director | Since 2020 |
| KEEP Alaska Competitive | Board Member | Since 2020 |
| Anchorage Economic Development Corp. | Board Member | Since 2020 |
| Alaska Resource Education | Board Member | Since 2019 |
Board Governance
- Committee assignments: Governance & Nominating Committee member (chair: John C. Swalling). The committee met 4 times in 2024 and oversees board composition, independence, related-party reviews, and ESG governance.
- Independence and leadership: All nominees other than Messrs. Schierhorn and Huston are independent; Swalling serves as lead independent director and presides over executive sessions and annual director self-assessments.
- Attendance: The Company and Bank boards each met six times in 2024; all directors attended at least 75% of Board and committee meetings to which they were assigned.
- Shareholder support (2025 election): Karp received 3,657,090 votes “For” and 79,124 “Withhold”; broker non-votes 708,314.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-chair directors) | $40,000 | 2024 policy |
| Committee meeting fees | $850 per G&N/Comp meeting; $1,000 per Audit meeting | Karp’s primary committee: G&N |
| Strategic planning/training session | $850 per session | 2024 policy |
| Lead director/chair uplifts | $55,000 Lead; $46,000 Audit Chair; $45,000 Comp Chair | Not applicable to Karp |
| Total fees earned (David W. Karp, 2024) | $74,250 | Cash fees reported in proxy |
| Additional cash for stock purchase | $30,000 | Provided to all non-officer directors post-2024 AGM to buy NRIM stock on open market |
Performance Compensation
- No director RSUs/PSUs or option grants disclosed; equity plans apply to key employees/officers, not non-employee directors.
- No performance metric-based pay for directors is disclosed; director compensation comprises cash retainers/meeting fees plus mandated stock purchase cash.
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Alaska Communications Systems Group, Inc. | Public during part of tenure | Director (2011–2021); Chairman (2018–2021) | Telecom industry governance experience |
| Resource Development Council; AEDC; KEEP Alaska Competitive; Alaska Resource Education | Associations/Non-profits | Board roles | Local economic/industry networks |
Expertise & Qualifications
- Board skills matrix flags Karp for professional standing, business management, other board experience, and other public company experience; strengthens oversight of a community bank with local-market depth.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| David W. Karp | 11,158 | <1% (asterisk in proxy) |
- Ownership alignment: Alaska Banking Code requires directors to own at least $1,000 in stock; all current directors comply. Corporate Governance Guidelines recommend non-officer directors hold ≥3× annual stock retainer in NRIM shares within 5 years; all except Ms. Thomas have satisfied the guideline (Karp in compliance).
- Hedging/pledging: Hedging of Company securities prohibited; pledging strongly discouraged for directors, officers, employees, and consultants.
Governance Assessment
- Independence and committee work: Karp is an independent director with active service on Governance & Nominating, a committee that vets independence, oversees related-party reviews, and board refreshment—positive for governance quality.
- Engagement and shareholder support: Solid attendance record across the board; strong re-election support (3.66M “For” votes), consistent with broader investor approval of pay and equity plan proposals in 2025.
- Compensation alignment: Director pay is modest, largely cash-based with a structured requirement to purchase Company stock—promotes ownership alignment without complex equity incentives or performance gaming.
- Conflicts/related-party exposure: No related-party transactions >$120,000 in 2024–2022; insider lending adheres to Regulation O with ordinary terms. Governance & Nominating reviews related-party matters and requires abstention from interested directors.
- RED FLAGS: None disclosed for Karp on attendance, related parties, hedging/pledging, or pay anomalies; no director-specific equity repricings or controversial incentives reported.