Karl Hanneman
About Karl L. Hanneman
Karl L. Hanneman (age 67) has served on Northrim BanCorp’s Board since 2014 and is deemed independent under SEC and Nasdaq rules . He is Chief Executive Officer (since 2017) and Director (since 2018) of International Tower Hill Mines Ltd.; his CEO agreement reduced salary and time commitment by 50% in 2018 due to reduced scope of duties . He previously served as Director of Gatos Silver, Inc. (2020–2025) and Sunshine Silver Mining & Refining Corp. (2018–2020) and has deep Alaska resource-sector affiliations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Tower Hill Mines Ltd. | Alaska General Manager | 2010–2015 | Management role |
| International Tower Hill Mines Ltd. | Alaska Chief Operating Officer | 2015–2017 | Management role |
| Sunshine Silver Mining & Refining Corp. | Director | 2018–2020 | Board service |
| Gatos Silver, Inc. | Director | 2020–2025 | Board service |
| International Tower Hill Mines Ltd. | Chief Executive Officer | Since 2017 | CEO role; reduced time commitment per 2018 amendment |
| International Tower Hill Mines Ltd. | Director | Since 2018 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Usibelli Coal Mine, Inc. | Director | Since 2011 | Private company board |
| Alaska Mining Hall of Fame | Director | Since 1997 | Non-profit/association board |
| Resource Development Council | Director | Since 1998 | Industry association board |
| Fairbanks Chamber of Commerce | Director | 2010–2020 | Community/economic body |
Board Governance
- Independence and tenure: Independent director; on the Board since 2014 .
- Committee assignments (2024): Member, Compensation Committee; Chair is Krystal M. Nelson. Not on Audit or Governance & Nominating .
- Attendance: All directors attended ≥75% of required Board and committee meetings in 2024; Board and Bank Board each met six times .
- Annual meeting engagement: All directors up for election attended the 2024 annual meeting (excluding a new director not yet appointed at that time) .
- Board leadership: Company separates Chair and CEO roles; independent lead director (John C. Swalling) presides over executive sessions .
- Skills: Board matrix tags Hanneman with other public company experience, other board experience, business management, and professional standing .
Fixed Compensation (Director)
- Structure (2024): $40,000 cash retainer for non-officer directors; Chairs: Lead Director/Gov-Nom Chair $55,000; Audit Chair $46,000; Compensation Chair $45,000; plus $30,000 additional cash to purchase NRIM stock on the open market after the 2024 annual meeting; meeting fees: $850 strategic/training/special; $1,000 per Audit meeting; $850 per Governance or Compensation meeting .
- Hanneman 2024 fees earned (cash): $75,950 .
| Item | Amount |
|---|---|
| 2024 total fees earned or paid in cash (Hanneman) | $75,950 |
| Standard annual director cash retainer (non-chair) | $40,000 |
| Additional cash directed to open-market stock purchase (all non-officer directors) | $30,000 |
| Meeting fees (Audit / Gov-Nom & Comp / Special-Training) | $1,000 / $850 / $850 per meeting |
Performance Compensation (Director)
| Performance-linked component | Status |
|---|---|
| Equity awards or performance-based director pay | None disclosed for directors; compensation comprised of cash retainers/fees and a cash-funded open-market stock purchase |
Other Directorships & Interlocks
- Public company boards: Director, International Tower Hill Mines Ltd. (since 2018); Director, Gatos Silver, Inc. (2020–2025) .
- Compensation committee interlocks: None—Company discloses no interlocks or insider participation involving its Compensation Committee during 2024 .
Expertise & Qualifications
| Attribute | Evidenced |
|---|---|
| Other public company experience | Yes |
| Other board experience | Yes |
| Business management | Yes |
| Financial services expertise | Not tagged for Hanneman in skills matrix |
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership Notes | % of Class |
|---|---|---|---|
| Karl L. Hanneman | 8,648 | Includes shares held in a trust where he is trustee | * (less than 1%) |
- Director ownership guidelines: Non-officer directors are expected to hold at least 3x the annual stock retainer within five years; all non-officer directors subject to the guideline, other than Ms. Thomas, have satisfied it as of March 28, 2025 (implies Hanneman is in compliance) .
- Hedging/pledging: Hedging is prohibited; pledging is strongly discouraged under the Insider Trading Policy .
- Section 16(a): Company reports all directors and officers filed timely in 2024 (no delinquencies) .
Governance Assessment
-
Positives
- Independent director with long service and Compensation Committee experience; no compensation committee interlocks disclosed .
- Engagement appears adequate: directors met ≥75% attendance; Board/Bank Boards met six times; independent lead director framework supports oversight .
- Ownership alignment: cash directed to purchase NRIM stock annually; director ownership guideline met by all applicable directors (except one director not Hanneman) .
- No related-party transactions requiring disclosure (> $120k) in 2024–2022; insider banking relationships conducted on market terms per Regulation O .
- Strong codes on hedging (prohibited) and discouraging pledging; formal clawback policy adopted (Company-wide) .
-
Watch items / potential concerns
- Sector alignment vs. bank risk: Hanneman’s primary executive role is in mining; while providing useful industry breadth, it does not add bank-specific financial expertise relative to Audit Committee needs—he does not serve on Audit .
- External commitments: He is CEO and Director of a separate company; however, his 2018 CEO agreement reduced time commitment by 50%, partially mitigating overboarding/time-capacity risk .
No red flags identified for conflicts, low attendance, hedging/pledging, or related-party exposure based on proxy disclosures .
Appendix: Board and Committee Context for 2024
- Audit Committee: McCambridge (Chair), Thomas, Swalling; 5 meetings; all independent .
- Compensation Committee: Nelson (Chair), Hanneman, Drabek, Romano; 3 meetings; all independent .
- Governance & Nominating Committee: Swalling (Chair), Karp, Marushack, Thomas; 4 meetings; all independent .