Shauna Hegna
About Shauna Hegna
Shauna Z. Hegna (age 47) is an independent director of Northrim BanCorp, Inc. (NRIM), appointed in 2024. She serves as President of Koniag, Inc., an Alaska Native Corporation, since 2017 and previously was Chief Administration Officer at Alaska Native Tribal Health Consortium (2014–2016). She attended her first Northrim Board meeting in January 2025; independence is affirmed by the Board for all nominees other than Messrs. Schierhorn and Huston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koniag, Inc. | President | Since 2017 | Executive leadership of Alaska Native Corporation; community and business management credentials |
| Alaska Native Tribal Health Consortium | Chief Administration Officer | 2014–2016 | Administrative leadership in health consortium |
| Afognak Native Corporation | Vice President, Shareholder Services | 2010–2014 | Shareholder relations; governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Alaska Foundation | Director | Since 2024 | Non-profit board role |
| Housing Alaskans Trust | Chair | Since 2022 | Housing-focused non-profit; aligns with NRIM community priorities |
| Koniag Government Services, LLC | Director | Since 2018 | Subsidiary governance role |
| ANCSA Regional Association | Chair | Since 2017 | Regional association leadership |
| Alutiiq Heritage Foundation (Alutiiq Museum) | Vice Chair | Since 2016 | Cultural non-profit governance |
| RurAL CAP Foundation | Chair | Since 2012 | Community action foundation leadership |
| Rural Energy Enterprises | Director | Since 2009 | Private company directorship |
Board Governance
- Independence: Independent director per Board determination; only Messrs. Schierhorn and Huston are non-independent among nominees .
- Committee assignments: Not listed among 2024 Audit, Compensation, or Governance & Nominating members; first Board meeting attended January 2025, with committee assignment not disclosed in the proxy .
- Attendance: In 2024, the Company Board met six times; all directors attended at least 75% of Board and committee meetings required for them. Hegna was not yet a director during the 2024 Annual Meeting and did not have 2024 attendance obligations .
- Lead Independent Director: John C. Swalling serves as independent lead director, presides over executive sessions, leads annual director self-assessments, and recommends committee assignments in consultation with the Chair .
- Related-party oversight: Governance & Nominating Committee reviews and approves related party transactions; no related person transactions exceeded $120,000 in 2024, 2023, or 2022 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Non-officer Director Annual Cash Retainer | $40,000 | Base retainer for directors not serving as committee chair |
| Lead Independent Director & Governance Chair Retainer | $55,000 | For independent lead director and Governance & Nominating Chair |
| Audit Committee Chair Retainer | $46,000 | Non-officer chair |
| Compensation Committee Chair Retainer | $45,000 | Non-officer chair |
| Additional Cash for Stock Purchase | $30,000 | Directors receive cash to purchase NRIM stock on open market following Annual Meeting |
| Special/Strategic/Training Meeting Fee | $850 per meeting | Applies to special meetings, strategic planning, or training |
| Audit Committee Meeting Fee | $1,000 per meeting | For members attending Audit Committee |
| Governance & Compensation Committee Meeting Fee | $850 per meeting | For members attending Governance or Compensation |
| 2024 Director Cash Fees (Hegna) | Amount |
|---|---|
| Total Fees Earned or Paid in Cash | $0 (first Board meeting Jan 2025) |
Performance Compensation
- No director performance-based pay is disclosed for non-officer directors; compensation consists of fixed retainers, meeting fees, and a cash amount earmarked for open-market stock purchases .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships (past 5 years) | None disclosed for Hegna |
| Private/non-profit boards | University of Alaska Foundation, Housing Alaskans Trust, Koniag Government Services, ANCSA Regional Association, Alutiiq Heritage Foundation, RurAL CAP Foundation, Rural Energy Enterprises |
| Interlocks | Hegna is President of Koniag, Inc.; NRIM director Anthony J. Drabek is a Director of Koniag, Inc., creating an internal network interlock via the same external organization . |
Expertise & Qualifications
- Skills matrix: Hegna is recognized for professional standing, community involvement, other board experience, and business management (no flags for accounting, legal, or financial services expertise) .
- Diversity: Board diversity matrix shows gender and demographic diversity; overall board includes Alaskan Native or Native American representation, consistent with Hegna’s leadership roles in Alaska Native organizations .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Shauna Hegna | 113 | <1% (asterisk per table) |
- Director ownership guidelines: Corporate Governance Guidelines recommend non-officer directors purchase not less than three times their annual stock retainer and hold free of encumbrances within five years; all non-officer directors subject to the guideline, other than Ms. Thomas, have met the minimum as of March 28, 2025 (Hegna is newly appointed) .
- Alaska Banking Code compliance: Each state bank director must own at least $1,000 aggregate fair market value in stock; all current directors are in compliance .
- Hedging/pledging: Directors are prohibited from hedging; pledging is strongly discouraged under Insider Trading Policy .
Governance Assessment
- Positives:
- Independent status and strong community/governance background; skills aligned with board oversight and stakeholder engagement .
- Robust governance infrastructure (lead independent director, committee charters, annual self-assessments) supports board effectiveness .
- Alignment mechanisms: mandated stock purchase ($30,000) and ownership guidelines reinforce skin-in-the-game; compliance with Alaska Banking Code is affirmed .
- No related-party transactions >$120,000 over last three years; Regulation O lending to insiders follows ordinary-course, market terms .
- Watch items / potential red flags:
- Low current beneficial ownership (113 shares) relative to guideline; however, guideline allows five years to reach required levels for new directors .
- Interlock via Koniag, Inc. with another NRIM director (Drabek), which may warrant continued monitoring by Governance & Nominating for conflicts in transactions involving Koniag or affiliates .
- Committee assignment for Hegna not disclosed in 2025 proxy; tracking her committee engagement and attendance in 2025+ will be important for assessing board workload distribution and effectiveness .
Overall, Hegna’s governance profile emphasizes regional leadership and community involvement, with clear independence and alignment policies in place. Monitoring near-term committee placement, ownership guideline progress, and any transactions involving organizations where she holds leadership roles will help maintain investor confidence .