Michael Huston
About Michael Huston
Michael G. Huston (age 57) is President, Chief Executive Officer and Chief Operating Officer of Northrim BanCorp, Inc. (and President & CEO of Northrim Bank) since April 6, 2024; he joined Northrim in May 2017 and has served as EVP/Chief Lending Officer (2017–2022) and President of the Bank (from March 26, 2022) before becoming CEO; he was elected to the Board in 2024 . He holds a B.S. in Finance magna cum laude from Arizona State University and is a graduate of the Pacific Coast Banking School . Pay-for-performance is anchored by a company-wide profit sharing plan and 50/50 time-based and performance-based RSU mix; 2024 performance units are tied to relative TSR and ROAA vs a $1–$5B asset peer index with 50/100/150% payout at threshold/target/stretch; hedging is prohibited, pledging discouraged, and a Dodd-Frank clawback policy was adopted in 2023 . Say-on-pay support was ~94% in 2024, and the Compensation Committee uses FW Cook to benchmark against a 16-bank peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Northrim Bank | EVP, Chief Lending Officer | 2017–2022 | Senior lending leadership preceding elevation to President; part of succession track culminating in 2024 CEO transition . |
| Northrim Bank | President | 2022–Apr 5, 2024 | Executive leadership of bank operations prior to CEO appointment . |
| Northrim BanCorp/Bank | President, CEO & COO (Company); President & CEO (Bank) | Apr 6, 2024–present | Seamless CEO transition executed per Board succession plan, with continuity support from former CEO/Chair . |
| First Interstate Bank | EVP, Chief Banking Officer | 2012–2015 | Senior banking leadership at prior institution . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Housing Alaskans, A Public Private Partnership (HAPPP) | Vice Chair of Board | Since 2023 . |
| Anchorage Economic Development Corporation | Executive Committee | Since 2017 . |
Fixed Compensation
Multi-year summary compensation (Company-defined “Salary,” “All Other Compensation” etc.):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $322,738 | $356,468 | $482,742 |
| Stock Awards (grant-date FV) | $— | $138,652 | $176,475 |
| Non-Equity Incentive Plan (Profit Sharing) | $140,068 | $119,773 | $304,127 |
| All Other Compensation | $46,298 | $68,081 | $92,207 |
| Total | $509,156 | $682,997 | $1,055,960 |
Details and notes:
- 2024 “All Other Compensation” includes $18,975 401(k) contributions and $73,232 SERP contribution .
- 2024 salary includes Mr. Huston’s $48,274 deferral into the 2023 Deferred Compensation Plan .
Performance Compensation
Annual Profit Sharing (cash)
Plan design and 2024 funding mechanics:
- Gatekeepers: minimum regulatory capital ratios, classified assets ratio ≤30%, and acceptable examination results must be met .
- Funding split: 60% based on Community Banking segment actual pre-tax income vs budget (tiered 50%–150% of target), 40% based on Company ROAA rank vs U.S. banks $1–$5B (funds at ≥top 70%; tiered 50%–150% of target) .
- 2024 approved aggregate payout: $5.3 million (of which ~$1.0 million to named executive officers) .
Individual 2024 outcome for Huston:
- Cash payout: $304,127 .
Estimated 2024 target range for Huston (Company disclosure):
| Item | Threshold | Target | Maximum |
|---|---|---|---|
| Non-Equity Incentive Plan (Profit Sharing) potential (USD) | $65,170 | $217,234 | $325,851 |
Long-Term Equity (RSUs/PSUs)
2024 grants and vesting:
| Grant date | Award type | Units (threshold/target/maximum) | Vesting / Performance | Grant-date fair value |
|---|---|---|---|---|
| Mar 28, 2024 | Time-based RSUs | 1,744 | Cliff vest on 3rd anniversary of grant | $176,475 |
| Mar 28, 2024 | Performance Units (PSUs) | 872 / 1,744 / 2,616 | 3-year performance vs SNL U.S. Bank Index ($1–$5B assets) [TSR and ROAA] | Included above |
PSU performance framework (applies to 2024 cycle):
| Metric | Weight | Threshold (payout 50%) | Target (payout 100%) | Stretch (payout 150%) |
|---|---|---|---|---|
| Relative TSR rank vs $1–$5B peer index | 50% | 70th percentile | 45th percentile | 25th percentile |
| Relative ROAA rank (3-year avg) vs same index | 50% | 70th percentile | 45th percentile | 25th percentile |
Additional features:
- Dividend equivalents accrue on RSUs/PSUs but are paid only upon vesting; no voting rights until vest .
- No timing around MNPI; historical practice is predetermined annual schedule .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 32,360 shares; includes 11,388 options exercisable within 60 days and 534 shares in 401(k) . |
| Ownership as % of outstanding | “*” indicates less than 1% per company table conventions . |
| Group insider ownership | Directors and NEOs as a group: 219,630 shares (3.9%) as of Mar 31, 2025 . |
| Outstanding awards (context) | Company-wide outstanding: 83,392 options; 48,299 restricted shares; 16,323 performance units as of Dec 31, 2024 . |
| Stock ownership guidelines | No formal program requiring executives to own a defined number/multiple within a schedule . |
| Hedging/pledging | Hedging prohibited; pledging strongly discouraged; broad insider trading prohibitions . |
| Clawback | Adopted 2023; recovers excess incentive-based comp upon a qualifying restatement (cash and equity) . |
Note: Form 4 insider trading data over the last 24 months was not retrieved here; vesting events (e.g., TB RSUs at 3rd anniversary; PSUs at end of cycle) may create windows of potential selling pressure depending on net share settlement and tax withholding mechanics .
Employment Terms
| Term | Huston (as of 2024/2025) |
|---|---|
| Current role and base salary | CEO/President/COO – Company; President & CEO – Bank; 2024 base salary $482,742 actually paid; employment agreement base salary set at $535,000 as of Dec 31, 2024 . |
| SERP contribution | 20% of base salary; 2024 SERP contribution $73,232 . |
| Deferred Compensation | Participates in 2023 DCP; personally deferred $48,274 of 2024 salary . |
| Annual incentive eligibility | Eligible for Profit Sharing Plan (company-wide design) . |
| Contract term & auto-renewal | New agreements effective Jan 1, 2025; initial term through Dec 31, 2025; auto-renews 1 year unless 90 days’ notice . |
| Non-compete / non-solicit | Non-compete generally 1 year post-termination (9 months for certain roles; Huston is 1 year) . |
| Clawback | Compensation Recovery Policy applies to incentive-based compensation . |
| Hedging/pledging | Hedging prohibited; pledging discouraged . |
Potential Payments upon Termination / Change-of-Control (Huston)
Company-disclosed estimated amounts as of Dec 31, 2024 (stock price $77.94):
| Scenario | Salary | Cash Severance | Unvested RSUs | Benefits |
|---|---|---|---|---|
| Termination by Employer Without Cause | $24,692 | $535,000 | $— | $37,792 |
| By Executive For Good Reason | $24,692 | $535,000 | $— | $37,792 |
| Termination by Employer For Cause | $24,692 | $— | $— | $— |
| By Executive Without Good Reason | $24,692 | $— | $— | $— |
| Change in Control – Without Cause (double-trigger within 730 days) | $24,692 | $1,445,978 | $— | $75,585 |
| Change in Control – For Good Reason (within 730 days) | $24,692 | $1,445,978 | $— | $75,585 |
| Death | $24,692 | $— | $537,708 | $331,525 |
| Disability | $24,692 | $415,000 | $537,708 | $369,317 |
Change-in-control economics per employment agreements:
- Double trigger; severance equals 2x highest base salary in prior 3 years and 2x average profit share over prior 3 years; 2 years of benefits continuation .
- Termination without cause/for good reason (non-CIC): 1x highest base salary; one year of benefits continuation .
Board Governance (director service, independence, committees)
- Board service: Director since 2024; management director (not independent) per Board’s independence determinations .
- Leadership structure: Roles of Chair (Schierhorn) and CEO (Huston) are separated; the Board also designates an independent Lead Director (John C. Swalling) .
- Committees: Audit, Compensation, and Governance & Nominating Committees are fully independent; membership lists in 2024 do not include Mr. Huston, consistent with officer-directors not serving on key committees .
- Attendance: All directors attended ≥75% of required Board and committee meetings in 2024 .
Dual-role implications:
- CEO serving as a director is offset by separate Chair and an independent Lead Director framework; key oversight responsibilities exercised by independent directors .
Compensation Structure Analysis
- Mix shift and design: For 2024 awards to NEOs, equity split 50/50 between time-based RSUs (3-year cliff) and PSUs tied equally to relative TSR and ROAA vs a $1–$5B bank index with 50–150% payout—aligning realizable pay with multi-year performance and retention .
- Annual incentive rigor: Profit Sharing Plan includes multiple risk-based gates and a blended funding formula (segment pre-tax vs budget and relative ROAA rank), with caps and governance (CEO/Board approval) .
- Governance protections: 2023 clawback policy; prohibition on hedging and strong discouragement of pledging; no option repricing without shareholder approval .
- Alignment gap: No formal executive stock ownership guidelines are in place (no required multiple/schedule), which may reduce mandated ownership alignment relative to peers .
Compensation Peer Group and Say-on-Pay
- Peer group (used in 2024 evaluation) includes 16 regional banks (e.g., HomeStreet; Heritage Financial; Central Pacific Financial; F&M Bancorp; Heritage Commerce; Bank of Marin; Sierra Bancorp; Five Star Bancorp; FS Bancorp; Oak Valley Bancorp; Territorial Bancorp; First Northwest Bancorp; Timberland Bancorp; First Northern Bancorp; Riverview Bancorp) and was informed by FW Cook analysis .
- 2024 say-on-pay approval ~94%; no program changes made in response .
Performance & Track Record
- CEO transition: Board executed a comprehensive succession plan; transition to Huston on April 6, 2024 occurred “with no disruption to the Company or its operations,” supported by continued Chair engagement .
- Metrics emphasized: Relative TSR and ROAA over multi-year cycles in LTI; annual plan tied to segment pre-tax income vs budget and relative ROAA rank .
- No specific TSR or financial growth outcomes for Huston’s tenure are disclosed in the proxy; performance realization will be reflected at PSU vesting.
Director Compensation (as applicable to officer-directors)
- Director retainers and equity purchase requirements disclosed apply to non-officer directors; committee meetings and retainers are paid to non-officer directors (officer-directors typically do not receive director retainers) .
Risk Indicators & Red Flags
- Positive controls: Clawback; hedging ban; pledging discouraged; independent committees; no option repricing without shareholder approval .
- Potential flags: Absence of formal executive stock ownership guidelines (no required multiple/schedule) .
- Related party transactions/controversies: None disclosed for Huston in the cited sections.
- Insider trading/pledging: No pledges disclosed for Huston; Form 4 activity not assessed here; policy discourages pledging .
Investment Implications
- Pay-for-performance alignment is credible: multi-year PSUs (relative TSR/ROAA) and rigorous profit sharing gates tie compensation to both absolute and relative performance, while 3-year vesting provides retention .
- Governance is robust: independent committees, clawback, hedging prohibition, separate Chair and CEO, and a designated Lead Independent Director mitigate dual-role risk from Huston serving as CEO and director .
- Watch items: Lack of formal ownership guidelines could limit mandatory skin-in-the-game; monitor Form 4s around the 2027 cliff-vest and PSU settlement windows for selling pressure; double-trigger CIC benefits (2x base + 2x avg bonus) represent standard but meaningful change-in-control economics .
- Shareholder support: Strong 2024 say-on-pay (94%) and peer-informed benchmarking suggest low near-term compensation-related governance risk .