Mark Edwards
About Mark Edwards
Executive Vice President, Chief Credit Officer and Bank Economist at Northrim Bank. Joined Northrim in 2007, promoted to SVP in 2014, and to EVP CCO in 2019. Education: Economics degree from the University of Virginia and a Master of International Management from Thunderbird School of Global Management. Compensation is linked to pay-for-performance via the Profit Sharing Plan (60% based on Community Banking pre-tax income vs. budget; 40% based on ROAA peer rank) and long-term equity with performance units tied to relative TSR and ROAA vs peers; the company prohibits hedging and strongly discourages pledging, reinforcing alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northrim Bank | Commercial Loan Officer & Bank Economist | 2007–2014 | Credit origination and economic analysis |
| Northrim Bank | SVP, Commercial Loan Unit Manager & Bank Economist | 2014–2019 | Credit portfolio leadership; economic insights |
| Northrim Bank | EVP, Chief Credit Officer & Bank Economist | 2019–present | Enterprise credit risk leadership; bank-wide credit policy |
External Roles
No external board or public-company directorships disclosed for Mr. Edwards in the proxy .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary (employment agreement) | $277,207 |
| Salary Paid | $285,844 |
| Non-Equity Incentive (Profit Sharing Allocation) | $120,054 |
| Stock Awards – Grant-Date Fair Value (aggregate RSUs incl. performance/time-based) | $77,208 |
| SERP – Company Contribution | $13,860 |
| All Other Compensation | $32,835 |
| Total Compensation | $516,039 |
Performance Compensation
Annual Incentive – Profit Sharing Plan (Design and Linkage)
| Component | Weighting | Target/Funding Design | Actual | Payout Impact |
|---|---|---|---|---|
| Community Banking Segment Pre-Tax Income vs Budget | 60% | Tiered funding 50–150% of target based on budget vs actual; 0% if minimums not met | Not disclosed | Applied via weighted funding % |
| ROAA Peer Rank (U.S. banks $1–5B assets) | 40% | Tiered funding 50–150% of target if ROAA rank in top 70%; 0% if below | Not disclosed | Applied via weighted funding % |
• Aggregate Profit Sharing payout for 2024 was $5.3 million; $1.0 million to named executive officers collectively .
2024 Equity Incentive Awards – RSUs and Performance Units (Grant 3/28/2024)
| Award Type | Grant Date | Units (Threshold/Target/Max) | Time-Based Units | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Performance RSUs | 3/28/2024 | 382 / 763 / 1,145 | — | 3-year performance cycle (2024–2027) | Included in $77,208 total |
| Time-Based RSUs | 3/28/2024 | — | 763 | Vest on 3rd anniversary of grant (3/28/2027) | Included in $77,208 total |
Performance Metrics and Payout Curve for 2024 Performance Units
| Metric | Weight | Threshold Percentile | Target Percentile | Stretch Percentile | Payout at Levels |
|---|---|---|---|---|---|
| Total Shareholder Return (TSR) vs peer set (SNL U.S. Bank Index $1–$5B assets) | 50% | 70th | 45th | 25th | 50% / 100% / 150% of target |
| Return on Average Assets (ROAA) vs same peer set | 50% | 70th | 45th | 25th | 50% / 100% / 150% of target |
Vesting Schedules and 2024 Value Realization
| Item | Units | Vest Date(s) | Market Value Basis | Aggregate Value |
|---|---|---|---|---|
| Unvested RSUs (aggregate) | 4,022 | 2,452 on 3/23/2026; 1,570 on 3/29/2027 | $77.94 close on 12/31/2024 | $313,475 |
| RSUs Vested in 2024 | 768 | 2024 | FMV on vest date | $65,334 |
| Options Exercised in 2024 | 3,976 | 2024 | Value realized on exercise | $71,050 |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Mar 31, 2025) | 5,692 shares | Includes 305 options exercisable within 60 days and 1,214 shares in 401(k) |
| Ownership as % of Shares Outstanding | ~0.10% (5,692 / 5,520,880) | Based on shares outstanding of 5,520,880 |
| Options – Exercisable | 305 | Strike $42.02; expire 12/1/2031 |
| Options – In-the-money (approx.) | ~$11,000 | (77.94 – 42.02) × 305 using 12/31/2024 close $77.94 |
| Unvested RSUs | 4,022 | 2,452 vest 3/23/2026; 1,570 vest 3/29/2027 |
| Hedging/Pledging | Hedging prohibited; pledging strongly discouraged | Insider Trading Policy applies to executives |
Employment Terms
| Term/Clause | Details |
|---|---|
| Agreement Term and Auto-Renewal | New agreements effective 1/1/2025; initial term through 12/31/2025 with automatic one-year extensions unless notice ≥90 days before any Jan 1 |
| Profit Sharing Eligibility | Eligible under Company Profit Sharing Plan |
| Non-Compete | 9 months post-termination and post-change in control for Mr. Edwards |
| Severance – Without Cause / Good Reason | Lump sum of 75% of highest base salary over prior 3 years; health and insurance continuation 9 months; lump sum timing: first day of month following 6 months after termination; age/service credit per agreement |
| Change-in-Control (Double Trigger, within 730 days) | Lump sum of 1× highest base salary over prior 3 years + 1× average profit share over prior 3 years; health and insurance continuation for 1 year; plus age/service credit |
| Potential Payments Table (illustrative values) | Without Cause cash severance $217,262; benefits $28,344; CI cash severance $383,600; CI benefits $37,792; Death/Disability RSUs $313,475 |
| Clawback (Compensation Recovery Policy) | Recovery of erroneously awarded incentive-based compensation upon qualifying restatement (effective for compensation received on/after 12/1/2023) |
| Insider Trading / Hedging | Prohibits hedging and short-term trading; discourages pledging; prohibits trading on MNPI |
Compensation Structure Analysis and Benchmarking
- Program architecture: base salary, annual performance-based payout (Profit Sharing Plan), periodic stock-based awards, and retirement/deferred comp; independent consultant FW Cook supports design, peer benchmarking, and 2025 Stock Incentive Plan updates .
- Peer group used in 2024 evaluation: Bank of Marin, Central Pacific Financial, Community West Bancshares, F&M Bankcorp, First Northern Bancorp, First Northwest, Five Star Bancorp, FS Bancorp, Heritage Commerce, Heritage Financial, HomeStreet, Oak Valley Bancorp, Riverview Bancorp, Sierra Bancorp, Territorial Bancorp, Timberland Bancorp .
- Target compensation positioning: midpoint of the peer group for comparable roles; pay-for-performance emphasis through profit sharing and equity .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote approval ~94%; no program changes made as a result .
- 2023 advisory vote approval ~98% .
Investment Implications
- Alignment: Significant unvested RSUs (4,022 units vesting in 2026/2027) and performance RSUs tied to relative TSR and ROAA create multi-year retention and performance alignment; hedging prohibited and pledging discouraged reduce misalignment risk .
- Insider selling pressure: 2024 showed option exercises (3,976 shares; $71,050 realized) and RSU vesting (768 shares; $65,334). Upcoming vest dates (2026/2027) could add supply in trading windows, but actual selling behavior is not disclosed .
- Change-in-control economics: More conservative than CEO/CFO peers—Edwards at 1× salary and 1× average profit share (vs 2× for certain peers), plus 1-year benefits and no automatic single-trigger vesting under equity plans; reduces windfall risk and supports shareholder-friendly posture .
- Pay-for-performance drivers: Annual incentives linked to pre-tax income (Community Banking segment) and ROAA peer rank; long-term incentives linked to TSR/ROAA vs peers. Execution risk centers on credit cycle management and sustaining ROAA rank; equity outcomes depend on relative performance over the 3-year cycle .