Joseph Marushack
About Joseph P. Marushack
Independent director at Northrim BanCorp, Inc. since 2021; age 66 as of the 2025 proxy. Former President of ConocoPhillips Alaska with international leadership roles across Canada, Asia Pacific & Middle East, and Australia. Education: B.S. Civil Engineering (University of Wyoming) and M.B.A. (University of Utah) per McDermott International’s board biography. Deemed independent under SEC and Nasdaq rules; not an officer of NRIM.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips Alaska | President | 2015–2021 | Led regional operations and strategy |
| ConocoPhillips Asia, Pacific & Middle East | President | 2012–2015 | International portfolio leadership |
| ConocoPhillips Canada | President | 2010–2012 | Country leadership |
| ConocoPhillips Australia | President | 2007–2010 | Country leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McDermott International, Ltd. | Director | 2023–Present | Public company board service (energy engineering) |
| Yellowstone Forever | Board Member | 2015–2022 | Nonprofit stewardship |
Board Governance
- Committee assignments: Governance & Nominating Committee member since 2022; committee met four times in 2024; chaired by John C. Swalling. Mandate includes board composition, independence evaluation, related-party review, and governance framework oversight.
- Independence and attendance: Board determined Marushack is independent; in 2024, all directors attended at least 75% of required board and committee meetings.
- Board leadership: Independent lead director is John C. Swalling; responsibilities include presiding over executive sessions of non‑management directors and recommending committee assignments.
- Skills matrix: NRIM identifies Marushack with professional standing, other board experience, other public company experience, and business management expertise.
- Code of Conduct and trading policy: Company prohibits hedging; pledging strongly discouraged; waivers overseen by Governance & Nominating Committee.
Fixed Compensation
| Item | 2024 Structure (per policy) | 2023 Structure (per policy) |
|---|---|---|
| Annual cash retainer (non‑chair director) | $40,000 | $30,000 |
| Lead Independent Director / Governance Chair retainer | $55,000 | $42,500 |
| Audit Committee Chair retainer | $46,000 | $36,000 |
| Compensation Committee Chair retainer | $45,000 | $35,000 |
| Additional director cash for open‑market stock purchase post‑AM | $30,000 | $25,000 |
| Meeting/training fees | $850 per special/strategic/training session | $850 per session |
| Committee meeting fees | Audit: $1,000; Gov/Nom & Comp: $850 per meeting | Same |
| Director | Total Fees Earned (2024) |
|---|---|
| Joseph P. Marushack | $75,100 |
Notes
- NRIM emphasizes direct stock purchase by directors rather than equity grants, enhancing alignment and avoiding option/RSU complexities.
Performance Compensation
- Not applicable to directors at NRIM; directors do not receive performance-based equity or cash incentives. Equity alignment is achieved via required open‑market purchases and stock ownership guidelines.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Consideration |
|---|---|---|
| McDermott International, Ltd. | Construction & engineering for energy | No direct competitive overlap with NRIM’s community banking franchise; governance experience may enhance risk oversight. |
Expertise & Qualifications
- Board-identified skills: Professional standing; other board experience; public company experience; business management.
- Industry/operations background: Multi-region leadership across complex energy operations; experience in strategy, treasury, drilling, operations, refinery management, BD.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Joseph P. Marushack | 2,768 | <1% (based on 5,520,880 shares outstanding) |
- Ownership guidelines: Non‑officer directors recommended to hold ≥3× annual stock retainer; all non‑officer directors subject to the guideline, except Linda C. Thomas, have satisfied minimums within 5 years as of March 28, 2025.
- Section 16 compliance: Company believes all directors/officers filed required reports timely for 2024.
- Hedging/pledging: Hedging prohibited; pledging strongly discouraged. No pledging disclosed for Marushack.
Insider Trades (Form 4)
Representative transactions (open market purchases):
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-08-07 | Purchase | 100 | $60.15 | 2,690 [ReadFile lines 40–55] | |
| 2024-08-07 | Purchase | 100 | $60.41 | 2,561 [ReadFile lines 100–109] | |
| 2024-08-07 | Purchase | 91 | $60.03 | 2,421 [ReadFile lines 166–181] | |
| 2023-05-04 | Purchase | 100 | $35.75 | 2,180 [ReadFile lines 292–307] | |
| 2021-08-13 | Purchase | 207 | $42.9272 | 707 [ReadFile lines 436–451] |
- Pattern: Multi‑year incremental open‑market purchases, increasing holdings over time; supports alignment with shareholders. [ReadFile lines 240–380, 402–470]
Governance Assessment
- Board effectiveness: Marushack strengthens NRIM’s board with large‑enterprise operational expertise and public company governance experience; active member of Governance & Nominating Committee overseeing board composition, independence, and related‑party reviews.
- Independence & engagement: Independent status; attendance threshold met; participation in governance oversight and executive sessions via lead director framework.
- Alignment & incentives: No director performance pay; cash retainers plus mandated stock purchases improve alignment; YOY increase in retainers offset by greater ownership requirement ($30k purchase).
- Shareholder signals: Strong say‑on‑pay support (94% in 2024; 98% in 2023) indicates investor confidence in compensation governance.
- Related‑party/loans: Insider loans conducted on market terms under Regulation O with additional board approval; Governance & Nominating Committee reviews related‑party nature; no adverse features disclosed.
- Risk indicators and RED FLAGS:
- Hedging prohibited; pledging discouraged; no pledging disclosed for Marushack.
- Section 16 compliance affirmed by company for 2024.
- No director‑specific related‑party transactions or conflicts disclosed beyond ordinary‑course banking relationships.
- External board at McDermott International presents no apparent competitive conflict with a community bank; monitor time/attention and any material transactions between entities.
Overall, Joseph Marushack exhibits high governance quality: independence, consistent engagement, strong ownership alignment via open‑market stock purchases, and relevant oversight experience on governance matters. The absence of hedging/pledging and the committee focus on related‑party scrutiny reduce conflict risk. [ReadFile lines 240–380, 402–470]