Krystal Nelson
About Krystal M. Nelson
Krystal M. Nelson (age 52) has served on Northrim BanCorp, Inc.’s Board since 2015 and is classified as an independent director under SEC and Nasdaq rules . She is Chief Operating Officer and Executive Vice President of Bering Straits Native Corporation, bringing operational leadership and Alaska market expertise to the Board . In the 2025 annual meeting, shareholders supported her re‑election with 3,675,675 votes for and 60,539 withheld, indicating strong investor confidence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bering Straits Native Corporation | Chief Operating Officer & EVP | Since 2014 | Operations leadership in Alaska Native corporation |
| Ahtna Engineering Services | Vice President & Chief Operating Officer | 2007–2014 | Operational execution in engineering services |
| Pacific Northern Academy | Trustee | 2014–2017 | Education governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Resource Development Council | Board Member | Since 2023 | Alaska economic development involvement |
| Covenant House Alaska | Board Member | Since 2022 | Nonprofit governance |
| Other community roles | Various | As disclosed | See bio for full list |
Board Governance
- Independence: The Board determined all nominees except Messrs. Schierhorn and Huston were independent; Nelson is independent .
- Committees: Compensation Committee member and Chair since 2017; committee met 3 times in 2024; all members were independent .
- Attendance: In 2024 the Company and Bank Boards each met six times, and all directors attended at least 75% of required Board and committee meetings .
- Lead Independent Director: John C. Swalling serves as Lead Independent Director and presides over executive sessions; he leads self‑assessments and committee assignment recommendations .
- Shareholder vote outcomes (2025): Nelson received 3,675,675 For, 60,539 Withhold; total votes cast 3,736,214; broker non‑votes 708,314 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Compensation Committee Chair) | $45,000 | Chair retainer level for 2024 |
| Stock purchase cash (post‑meeting) | $30,000 | Provided to all non‑officer directors to buy Company stock on the open market |
| Committee meeting fees | $850 per Governance/Comp meeting; $1,000 per Audit meeting | Nelson’s committee is Compensation; Board also pays $850 for special/strategic/training sessions |
| 2024 total fees earned (cash) | $80,950 | Director compensation table for Nelson |
Performance Compensation
- Directors do not receive performance‑based director pay (no RSUs/options disclosed for directors); Nelson’s performance oversight is via her role as Compensation Committee Chair .
Executive compensation performance metrics overseen by the Compensation Committee (governance context):
| Metric | Weighting | Threshold (Relative Percentile) | Target (Relative Percentile) | Stretch (Relative Percentile) | Payout vs Target |
|---|---|---|---|---|---|
| Total Shareholder Return (TSR) vs SNL U.S. Bank Index ($1–$5B assets) | 50% | 70th | 45th | 25th | 50% / 100% / 150% |
| Return on Average Assets (ROAA) (3‑yr average) | 50% | 70th | 45th | 25th | 50% / 100% / 150% |
Profit Sharing Plan funding criteria (company‑wide metrics used for annual incentives):
| Criterion | Minimum Requirement / Structure |
|---|---|
| Community Banking segment pre‑tax vs budget | Tiered funding: 50% at ≤85% of budget; 150% at ≥125% of budget |
| Consolidated ROAA vs peer banks ($1–$5B assets) | Funding 50–150% if ranked in top 70%; 0% if below |
| Capital adequacy | Total capital ≥10%; Tier 1 risk‑based ≥8%; Tier 1 leverage ≥5% (Company & Bank) |
| Classified assets ratio | ≤30% of total risk‑based regulatory capital (Company) |
| Regulatory exam | Results must be acceptable |
| 2024 outcome | Aggregate payout $5.3M; $1.0M to NEOs (governance context) |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Nelson; Board skills matrix does not indicate public company experience for her .
- Committee interlocks: Company disclosed no Compensation Committee interlocks or related party relationships requiring disclosure in 2024 .
Expertise & Qualifications
- Skills: Professional standing, community involvement, other Board experience, and business management (as identified in Board skills matrix) .
- Alaska market and operational leadership from roles at Bering Straits Native Corporation and Ahtna Engineering Services .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned | 6,125 | As of March 31, 2025 |
| Shares outstanding (reference) | 5,520,880 | As of the 2025 record date |
| Ownership (% of outstanding) | ~0.11% | Calculated from 6,125 ÷ 5,520,880; percentage not shown in proxy (listed as <1%) |
| Ownership guidelines | Non‑officer directors should acquire ≥3× annual stock retainer and hold unencumbered; all subject directors except Ms. Thomas have met the guideline by March 28, 2025 | |
| Hedging/pledging | Hedging prohibited; pledging strongly discouraged per Insider Trading Policy |
Say‑on‑Pay & Shareholder Feedback
| Measure | 2024 | 2025 |
|---|---|---|
| Say‑on‑pay shareholder approval | ~94% approval (nonbinding advisory) | For: 3,672,613; Against: 39,940; Abstain: 23,661; Votes cast: 3,736,214; Support ≈98.3% (calculated) |
Compensation Committee Analysis
- Committee composition and meetings: Compensation Committee met 3 times in 2024; members were Karl L. Hanneman, Anthony J. Drabek, Krystal M. Nelson (Chair), and Marilyn F. Romano; all independent .
- Independent consultant: Frederic W. Cook & Co. (FWCC) advised on executive compensation and stock plans; Compensation Committee assessed FWCC independence and found no conflicts .
- Peer group: 16 banks in the Pacific Northwest/California/Hawaii used for benchmarking (e.g., Bank of Marin, Heritage Financial, HomeStreet, Sierra Bancorp, Territorial Bancorp, Timberland Bancorp, etc.) .
- Clawback: Compensation Recovery Policy adopted in 2023 requires recoupment of erroneously awarded incentive‑based compensation after qualifying restatements .
Related Party Transactions & Conflict Controls
- Reg O controls: Insider lending subject to Regulation O and Bank Loan Policy; transactions with insiders were at market terms and did not involve abnormal risk in 2024 .
- Code of Conduct and governance: Robust conflict‑of‑interest, disclosure, and whistleblower protections; waivers require Governance and Nominating Committee action and disclosure .
- Role‑based potential exposure: Nelson’s executive position at Bering Straits Native Corporation could present related‑party scenarios; the Governance and Nominating Committee reviews related party transactions, and Reg O procedures apply to any insider dealings .
Governance Assessment
- Positive signals:
- Long‑tenured independent director with operational expertise; Committee Chair since 2017 enhances compensation oversight continuity .
- Strong shareholder support in 2025 election and say‑on‑pay votes, signaling investor confidence in governance and pay practices .
- Formal ownership guidelines and prohibition on hedging, with discouragement of pledging, align director and shareholder interests .
- Use of independent compensation consultant (FWCC) with explicit independence review .
- Watch‑items:
- Individual director attendance beyond the ≥75% threshold is not disclosed; continued transparency on attendance would strengthen governance disclosure .
- Beneficial ownership is modest (~0.11% of outstanding shares), though mitigated by the $30,000 annual stock purchase cash and guidelines compliance .
- Multiple directors hold senior roles in Alaska Native corporations; while common in the market, ongoing vigilance on related‑party transactions and interlocks remains prudent .