John Swalling
About John C. Swalling
John C. Swalling (age 75) has served on Northrim BanCorp’s Board since 2002. He is designated as an independent director under SEC and Nasdaq rules and currently serves as Lead Independent Director and Chair of the Governance & Nominating Committee . His professional background centers on accounting and board leadership across Alaska institutions, with a long tenure as President/Director of Swalling & Associates PC (1991–2019) and extensive nonprofit governance roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swalling & Associates PC | President and Director | 1991–2019 | Accounting leadership |
| American Institute of CPAs | Member | 1974–2019 | Professional standards and practice |
| Alaska Society of CPAs | Member and past-President | 1974–2019 | Alaska accounting community leadership |
| DFK International (USA) | Director and Past Chair | 1994–2017 | International accounting network governance |
| Providence St. Joseph Health Alaska Community Ministry Board | Board Member (former Chair) | 1985–2020 | Health system governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ted Stevens Foundation | Director and Treasurer | Since 2018 | Fiscal oversight |
| Civic Ventures | Officer and Director | Since 2006 | Community initiatives |
| Alaska Pacific University Foundation | Officer and Director | Since 1991 | Higher education philanthropy |
| Anchorage Museum Foundation | Officer and Director | Since 1992 | Cultural institution governance |
| Visit Anchorage | Director and Past Chair | Since 1986 | Tourism industry leadership |
Board Governance
- Independence: Board determined Swalling is independent (all nominees other than Messrs. Schierhorn and Huston) .
- Lead Independent Director: Presides over executive sessions; conducts annual director self-assessment interviews; recommends committee assignments/chairmanships in consultation with the Chair .
- Committee Assignments:
- Governance & Nominating Committee: Chair (since 2011); members include Karp, Marushack, Swalling, Thomas; oversight of board composition, independence, related-party transaction approval, ESG practices .
- Audit Committee: Member (appointed 2024); committee met 5 times in 2024; independent members; McCambridge as Chair; reviews SOX 404 compliance, audits, cybersecurity controls, ESG external reporting .
- Compensation Committee: Former member; left in March 2024 upon appointment to Audit Committee .
- Attendance: In 2024, all directors attended at least 75% of required Board and committee meetings .
- 2025 Director Election Vote Results (signal of investor support):
- For John C. Swalling: 3,622,070 FOR; 114,144 WITHHOLD; 708,314 broker non-votes .
Fixed Compensation
| Component | Detail | 2024 Amounts/Structure |
|---|---|---|
| Annual cash retainer (non-officer directors) | Base cash retainer | $40,000 |
| Role-based retainers | Lead Independent Director and Governance & Nominating Chair; Audit Chair; Compensation Chair | $55,000; $46,000; $45,000 (role-specific) |
| Equity purchase alignment | Additional cash designated for common stock purchase after Annual Meeting | $30,000 |
| Meeting fees | Audit Committee meetings; Governance/Compensation meetings; special/training/planning | $1,000 (Audit); $850 (Governance/Comp); $850 (special/training/planning) |
| Director total fees (John C. Swalling) | Fees earned in cash (2024) | $96,500 |
Performance Compensation
- No director performance-based equity awards disclosed; director compensation consists of retainers, meeting fees, and designated cash for open-market stock purchases, rather than RSUs/PSUs tied to metrics .
- Prohibition on hedging of company securities, and pledging strongly discouraged by Insider Trading Policy (alignment safeguard) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlocks |
|---|---|---|---|
| Ted Stevens Foundation | Non-profit | Director/Treasurer | None disclosed with NRIM customers/suppliers |
| Civic Ventures | Non-profit | Officer/Director | None disclosed |
| Anchorage Museum Foundation | Non-profit | Officer/Director | None disclosed |
| Alaska Pacific University Foundation | Non-profit | Officer/Director | None disclosed |
| Visit Anchorage | Non-profit | Director/Past Chair | None disclosed |
- Related-party transactions: None exceeding $120,000 in 2024, 2023, or 2022; insider loan transactions conducted in ordinary course on market terms per Regulation O .
Expertise & Qualifications
- Skills: Accounting, business management, professional standing, community involvement; the Board’s skills matrix identifies Swalling’s strength in accounting and board experience .
- Governance leadership: Long-standing Chair of Governance & Nominating (since 2011), Lead Independent Director .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John C. Swalling | 8,515 | * (<1%) | Director holdings as of March 31, 2025 |
- Ownership guidelines: Corporate Governance Guidelines recommend non-officer directors own ≥3× annual stock retainer; all non-officer directors subject to this guideline (except Ms. Thomas) have satisfied minimum ownership within 5 years as of March 28, 2025 .
- Hedging/pledging: Hedging prohibited; pledging strongly discouraged .
Governance Assessment
- Strengths:
- Clear independence and robust role as Lead Independent Director with responsibility for executive sessions and self-assessments; strong committee leadership (Governance Chair) .
- Audit Committee membership enhances oversight of financial reporting, internal controls, and cybersecurity disclosures; Audit Committee independence affirmed .
- Director compensation includes mandated stock purchases ($30k), reinforcing ownership alignment; minimum ownership guideline met by non-officer directors (including Swalling) .
- No material related-party transactions; Regulation O governance for insider lending in ordinary course .
- Watch items:
- 2025 director vote shows modestly higher withhold votes for Swalling (114,144) relative to several peers (still comfortably elected); may warrant monitoring for shareholder feedback themes .
- Role concentration (Lead Independent + Governance Chair) can be effective but merits ongoing evaluation for workload and independence safeguards .
- Shareholder support context:
- 2025 Say-on-Pay passed with 3,672,613 FOR vs 39,940 AGAINST (strong support) .
- 2025 Stock Incentive Plan approved (3,477,798 FOR; 229,890 AGAINST; 28,526 ABSTAIN) .
Overall, Swalling’s profile reflects deep accounting and governance experience, strong independence, and meaningful ownership alignment, with no disclosed conflicts or related-party exposures. Continued monitoring of committee workload and periodic engagement with shareholders (given relative withhold levels) is advisable .