David McCambridge
About David J. McCambridge
Independent director of Northrim BanCorp, Inc. since 2011; age 69. Former KPMG audit partner (1978–2010) with deep accounting and financial services expertise; served as President/Director of the Alaska Kidney Foundation (1999–2020). The Board classifies him as independent and identifies him as an Audit Committee financial expert; he has chaired the Audit Committee since 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | 1978–2010 | Public company audit experience; accounting expertise |
| Alaska Kidney Foundation | President and Director | 1999–2020 | Nonprofit leadership |
| The Tanaka Foundation | Treasurer and Director | 1985–2015 | Financial oversight |
| Great Alaska Council, Boy Scouts of America | Director | 1993–2012 | Community leadership |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Public company directorships (past 5 years) | — | None disclosed | Proxy lists none for McCambridge in the past five years |
Board Governance
- Independence and tenure: Independent director; on the Board since 2011 .
- Committee assignments: Audit Committee Chair since 2017; members in 2024 were McCambridge (Chair), Linda C. Thomas, and John C. Swalling; Audit Committee met five times in 2024 .
- Financial expert: Board determined McCambridge qualifies as an Audit Committee financial expert .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings to which they were assigned; the Company Board met six times in 2024, and the Bank Board met six times .
- Lead independent structure: Lead Independent Director is John C. Swalling, who presides over executive sessions of non-management directors .
| Governance Metric | 2024 Data |
|---|---|
| Board meetings (Company) | 6 |
| Board meetings (Bank) | 6 |
| Audit Committee meetings | 5 |
| Attendance threshold achieved (≥75%) | Yes (all directors) |
| Independence status | Independent |
| Audit Committee Chair | Yes (since 2017) |
| Audit financial expert | Yes |
Fixed Compensation (Director)
Program structure for non-officer directors (2024):
- Annual cash retainer (non-chair): $40,000 .
- Chair retainers: Lead Director & Governance Chair $55,000; Audit Chair $46,000; Compensation Chair $45,000 (paid as the annual cash retainer for those roles) .
- Additional cash for ownership alignment: $30,000 cash provided to each non-officer director to purchase NRIM stock on the open market after the 2024 annual meeting .
- Meeting fees: $850 for each special meeting/strategic planning/training; $1,000 per Audit Committee meeting; $850 per Governance/Nominating or Compensation Committee meeting .
| 2024 Director Cash Compensation (Actuals) | Amount |
|---|---|
| Total fees earned or paid in cash – McCambridge | $83,550 |
Performance Compensation
- No performance-based director equity or cash awards disclosed. Non-officer directors received a $30,000 cash amount designated for open-market stock purchases rather than RSUs/PSUs or options .
- The Company’s 2025 proxy does not disclose performance metrics for director compensation; performance-share metrics disclosed in the proxy relate to executive awards, not director pay .
| Performance-Linked Components for Directors | Status |
|---|---|
| RSUs/PSUs/options tied to performance | Not disclosed for directors |
Other Directorships & Interlocks
- Current public company boards: None disclosed for McCambridge in the past five years .
- Compensation Committee interlocks: Company disclosed no interlocks/insider participation conflicts for the Compensation Committee in 2024 .
Expertise & Qualifications
- Board skills matrix flags McCambridge for: financial services expertise, other board experience, other public company experience, accounting, and business management; also noted for community involvement .
- Audit Committee financial expert designation by the Board .
- Background as a long-tenured audit partner (KPMG) complements Audit Committee chair role .
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 10,112 shares; less than 1% of outstanding shares |
| Directors & NEOs as a group | 219,630 shares (3.9% of outstanding) |
| Ownership guidelines | Recommendation: non-officer directors should purchase ≥3x their annual stock retainer and hold unencumbered; to be met within 5 years |
| Compliance with guidelines | All non-officer directors subject to the guideline, other than Ms. Thomas, were in compliance as of 3/28/2025 (implies McCambridge in compliance) |
| Hedging/pledging | Hedging prohibited; pledging strongly discouraged under Insider Trading Policy |
Insider Trades
Recent open-market purchase reported in 2024:
| Date | Type | Shares | Approx. Consideration | Post-Trade Direct Holdings |
|---|---|---|---|---|
| 2024-05-24 | Purchase (open market) | 2,200 | ~$29,662 | 10,112 shares |
| Sources: SEC Form 4 filing for 2024-05-24 and news coverage; company proxy ownership table reflects 10,112 shares as of 3/31/2025 . |
Related Party / Conflicts
- Regulation O insider lending policy in place; any insider loans approved on non-preferential terms and did not involve more than normal risk or other unfavorable features in 2024 (applies to directors and executives generally) .
- Governance & Nominating Committee reviews/approves related-party transactions per charter .
- Anti-hedging policy in effect; pledging discouraged .
Governance Environment Signals (Board-level)
- Clawback policy adopted in 2023 covering incentive-based compensation upon a qualifying restatement .
- 2024 Say-on-Pay approval ~94% (supportive shareholder sentiment) .
- Board refreshment ongoing; McCambridge is among longer-tenured directors; Board added multiple new directors since 2014 and conducts annual/biannual evaluations with independent facilitation .
- Cybersecurity oversight and ESG oversight delineated across Board and committees (Audit, Compensation, Governance & Nominating) .
Governance Assessment
-
Strengths
- Independent Audit Chair with audit partner background; designated Audit Committee financial expert (enhances financial reporting oversight) .
- Clear ownership alignment mechanisms for directors (mandatory cash to buy stock; ownership guideline; anti-hedging) .
- Recent insider open-market purchase (positive alignment signal) .
- No Compensation Committee interlocks; related-party transactions overseen and reported as arms-length .
-
Watch items
- Long tenure (since 2011) amid ongoing refreshment; Board highlights continuing refreshment and evaluations to maintain effectiveness .
- Pledging is discouraged (not prohibited); no pledging by McCambridge disclosed, but policy relies on discouragement rather than a strict ban .
Overall, McCambridge’s profile (independent Audit Chair, financial expert, meaningful ownership, recent open-market buy) supports board effectiveness and investor confidence, with no specific red flags disclosed in the latest proxy .