Marilyn Romano
About Marilyn F. Romano
Marilyn F. Romano (age 64) has served on Northrim BanCorp, Inc.’s Board since 2023. She is Regional Vice President at Alaska Airlines (since 2011) and previously was Vice President/Publisher of the Fairbanks Daily News-Miner (2000–2011), bringing operating experience, community leadership, and public-company exposure relevant to NRIM’s board oversight . She is deemed independent under SEC and Nasdaq rules and the Board’s criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Airlines | Regional Vice President | Since 2011 | Aviation operations leadership |
| Fairbanks Daily News-Miner | Vice President/Publisher | 2000–2011 | Community/business engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Governor's Aviation Advisory Board | Vice Chair | Since 2015 | State aviation advisory leadership |
| Alaska Airlines Foundation | President | Since 2011 | Philanthropy leadership |
| University of Alaska | Trustee | 2012–2021 | Higher education governance |
| Anchorage Economic Development Corporation | Board Member | 2012–2021 | Local economic development |
Board Governance
- Independence: Independent director (only Schierhorn and Huston are non-independent) .
- Committee assignments: Compensation Committee member in 2024 (Chair: Krystal M. Nelson; other members: Karl L. Hanneman, Anthony J. Drabek). Romano was appointed in March 2024 when Swalling moved to Audit .
- Attendance: All directors attended ≥75% of required Board and committee meetings in 2024; Board met six times; Compensation Committee met three times .
- Lead Independent Director: John C. Swalling (presides over executive sessions, oversees committee assignments) .
Fixed Compensation
| Component | Structure/Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer (non-chair) | $40,000 | Applies to non-officer directors |
| Additional cash for stock purchase | $30,000 | To buy NRIM common stock on open market post-2024 ASM |
| Meeting fees | $850 per special/training; $850 per Governance/Compensation meeting; $1,000 per Audit meeting | Per-meeting fees by committee |
| Total fees earned (Romano) | $74,250 | Reported director compensation (cash) for 2024 |
Performance Compensation
| Element | Terms | 2024 Detail |
|---|---|---|
| Performance-linked director pay | Not disclosed/applicable | No RSUs/PSUs for directors disclosed; director equity comes via required open-market purchases |
| Director equity awards | None | Structure is cash retainers plus cash earmarked to purchase shares |
Other Directorships & Interlocks
- Public company boards (past five years): None disclosed for Romano beyond executive role at Alaska Airlines .
- Compensation Committee interlocks: None; no member (including Romano) was an officer/employee of NRIM or had relationships requiring disclosure; no reciprocal committee service interlocks noted for 2024 .
Expertise & Qualifications
- Board skill matrix indicates Romano brings professional standing, community involvement, other board experience, other public company experience, and business management skills .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Marilyn F. Romano | 1,235 | <1% | Includes 28 shares held in spouse’s 401(k) |
- Director Stock Ownership Guidelines: Non-officer directors should purchase ≥3× annual stock retainer and hold stock unencumbered; all non-officer directors subject to the guideline, except Ms. Thomas, have satisfied the minimum within the five-year timeframe as of March 28, 2025 .
- Hedging/Pledging: Company policy prohibits hedging and strongly discourages pledging; insider trading policy applies to directors .
- Related-party loans: Regulation O controls insider loans; conducted on market terms; no unusual risk features .
- Related-party transactions: None >$120,000 in 2024, 2023, or 2022 .
Governance Assessment
- Committee work: Romano’s role on the Compensation Committee positions her in oversight of executive pay, incentive plan design, and human capital ESG matters (the committee oversees compensation structures, use of independent consultants like FW Cook, profit sharing criteria, and stock plan governance) .
- Independence and attendance: Positive indicators (independent; ≥75% attendance; engaged Board with structured evaluations and refreshment) .
- Ownership alignment: Cash retainer plus mandated cash for stock purchase promotes skin-in-the-game; Romano’s reported beneficial holding and the guideline compliance statement (board-wide except one) support alignment .
- Conflicts/related party exposure: Romano’s executive role at Alaska Airlines represents potential ecosystem overlap; however, NRIM reports no related-party transactions and strong governance over insider lending (Reg O) and related-party approvals via the Governance & Nominating Committee . No pledging/hedging red flags disclosed; insider trading policy mitigates risk .
- Shareholder signals: High say‑on‑pay support (94% in 2024) indicates investor confidence in compensation governance overseen by the committee on which Romano serves .
Overall, Romano presents as an independent, engaged director with relevant operating and community leadership experience. Her Compensation Committee role, adherence to ownership guidelines, and absence of related-party red flags support board effectiveness and investor confidence, while her external executive position warrants routine monitoring for any future related-party interactions under established governance processes .