First Northwest Bancorp : Proxy Statement

Published: 2025-04-09 12:47:08 ET FNWB

PROXY STATEMENT 2025

LETTER FROM OUR PRESIDENT AND CEO

April 8, 2025

DEAR SHAREHOLDER:

On behalf of the Board of Directors and management of First Northwest Bancorp, you are cordially invited to the 2025 Annual Meeting of Shareholders. This year's meeting will be held in person at 4:00 p.m. (Pacific Time) on Tuesday, May 20, 2025. The meeting will be held again this year at Field Arts and Events Hall, 201 W. Front Street, Port Angeles, Washington 98362.

The enclosed Proxy Statement outlines the matters set for a vote at this year's Annual Meeting of Shareholders. We encourage you to participate in this important event, where the Board of Directors and management team will share insights on current operations and provide a forum for your questions and feedback. Regardless of whether you can attend, your vote is essential. To ensure your shares are represented, please submit your proxy promptly (1) by voting online, (2) by calling the designated phone number, or (3) if you received paper materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.

Economic conditions presented challenges for First Northwest and many other financial services providers last year, but it was also a year of progress and adaptability for us. As we continue to navigate the dynamic geo‐political and economic environment, we are steadfast in our commitment to financial partnership with our clients, innovation, and delivering exceptional service. This year, we are focused on improving our mix of deposits, expanding loan production, and maximizing operating efficiencies through technology. We are excited about the road ahead and confident in our ability to enhance shareholder value while upholding our mission of improving the lives of those we serve.

Thank you for your ongoing support and trust. We look forward to seeing you at this year's Annual Meeting.

Sincerely,

Matthew P. Deines

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

The Board of Directors of First Northwest Bancorp (the "Board") is distributing this Proxy Statement to solicit proxies from our shareholders for use at our 2025 Annual Meeting of Shareholders. We first provided electronic access to this Proxy Statement, a form of proxy card, and our Annual Report to our shareholders on or about April 8, 2025.

Meeting Date: May 20, 2025

Meeting Location: Field Arts and Events Hall

Meeting Time: 4:00 p.m. (Pacific Time)

201 W. Front Street

Port Angeles, Washington 98362

Record Date: March 21, 2025

This year's Annual Meeting will be in person. You will be able to attend and participate in the Annual Meeting at the time, date, and location shown above.

ANNUAL MEETING BUSINESS

PROPOSAL 1 - Election of nine directors to serve a one‐year term;

PROPOSAL 2 - Approval of the Second Amended and Restated Articles of Incorporation of First Northwest Bancorp to, among other things, remove supermajority voting provisions and permit removal of directors by the shareholders with or without cause;

PROPOSAL 3 - An advisory (non‐binding) vote to approve the compensation of our named executive officers, as disclosed in this Proxy Statement; and

PROPOSAL 4 - Ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for the year ending December 31, 2025.

YOUR VOTE IS IMPORTANT. We urge you to read this Proxy Statement carefully. Whether or not you plan to attend the Annual Meeting, we urge you to vote promptly through the Internet, by telephone, or by mail. This will ensure the presence of a quorum at the meeting. For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail. You can request to receive proxy materials by mail or e‐mail as well. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form will save us the expense and extra work of additional solicitation. If you are a shareholder of record and vote at the Annual Meeting, your proxy will not be used.

By Order of the Board of Directors

Allison R. Mahaney, SVP

General Counsel / Corporate Secretary

Port Angeles, Washington

April 8, 2025

TABLE OF CONTENTS

PROXY SUMMARY

CORPORATE RESPONSIBILITY

PRINCIPAL SHAREHOLDERS

BENEFICIAL OWNERSHIP BY DIRECTORS AND NAMED EXECUTIVE OFFICERS

PROPOSAL 1: Election of Directors……………………………………………………………………………………….

Information Regarding Nominees for Election

CORPORATE GOVERNANCE AND BOARD MATTERS

DIRECTOR COMPENSATION

EXECUTIVE COMPENSATION

Summary Compensation Table

Cash Incentive Compensation

Outstanding Equity Awards

Pay Versus Performance

Retirement Benefits

Employment Agreements for Named Executive Officers………………………………………………….

PPROPOSAL 2: Approval of Second Amended and Restated Articles of Incorporation………….

PROPOSAL 3: Advisory Vote to Approve Executive Compensation ……………………………………….

AUDIT COMMITTEE REPORT

PROPOSAL 4: Ratification of Appointment of Independent Auditor …………………………………….

SHAREHOLDER PROPOSALS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING ....

DELINQUENT SECTION 16(A) REPORTS …………………………………………………………………………………

MISCELLANEOUS

The information provided in this Proxy Statement relates to First Northwest Bancorp and its wholly owned subsidiary, First Fed Bank. First Northwest Bancorp may also be referred to as "First Northwest," and First Fed Bank may also be referred to as "First Fed" or the "Bank." References to "we," "us," and "our" refer to First Northwest and, as the context requires, First Fed.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information you should consider before casting your vote. Please read this entire Proxy Statement carefully before voting. On or about April 8, 2025, we provided electronic access to our proxy materials and mailed to our shareholders the Notice of Availability of Proxy Materials, which contains instructions on how to access the Proxy Statement and our Annual Report via the Internet and how to vote online.

Information About the

DATE

TIME

Tuesday, May 20, 2025

4:00 p.m. (Pacific Time)

Annual Meeting

How to Vote

BY INTERNET

BY PHONE

Vote your shares at

Call toll‐free number at

www.proxydocs.com/FNWB

1‐866‐256‐0967

LOCATION

201 W. Front Street

Port Angeles, Washington 98362

BY MAIL

Mark, sign, and date your proxy card in the enclosed envelope

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

At the meeting, you will be asked to consider and vote upon the following proposals:

BOARD VOTE

PAGE

MATTER

REFERENCE

RECOMMEND

(FOR MORE

ATION

DETAIL)

Proposal 1

Election of nine directors to serve a one‐year term;

FOR

each nominee

Proposal 2

Approval of the Second Amended and Restated Articles of Incorporation of First

FOR

Northwest Bancorp to, among other changes, remove supermajority voting provisions

and permit removal of directors by the shareholders with or without cause;

Proposal 3

An advisory (non‐binding) vote to approve the compensation of our named executive

FOR

officers, as disclosed in this Proxy Statement; and

Proposal 4

Ratification of the appointment of Moss Adams LLP as our independent registered

FOR

public accounting firm for the year ending December 31, 2025.

BOARD NOMINEES

CORE COMPETENCIES (OF 9 NOMINEES)

YEAR FIRST

ELECTED OR

APPOINTED

NAME

GENDER

DIRECTOR1

Sherilyn G. Anderson

Female

2020

Johanna A. Bartee

Female

2025

Dana D. Behar

Male

2015

Sean P. Brennan

Male

2024

Matthew P. Deines

Male

2019

Cindy H. Finnie

Female

2012

Gabriel S. Galanda

Male

2021

Lynn A. Terwoerds

Female

2023

Norman J. Tonina, Jr.

Male

2013

1 Years prior to 2015 include service on Board of Directors of First Fed.

CORPORATE RESPONSIBILITY

First Northwest Bancorp is committed to driving long‐term business growth and fostering sustainable communities. We believe that strong corporate citizenship enhances our ability to seize new opportunities by aligning our efforts with the evolving needs of our stakeholders. Below is a summary of our recent initiatives aimed at improving the lives of those we serve.

EMPOWERING OUR PEOPLE

At First Northwest, we recognize that cultivating a sense of belonging in our workplace is fundamental to our success. In 2024, we renewed our commitment to being an outstanding place to work by:

CULTIVATING OUR COMMUNITIES

We are proud to report another year of continuing commitment to our communities was realized in 2024 through:

STRENGTHENING OUR GOVERNANCE CULTURE

Our dedication to corporate excellence is reflected in our continuous efforts to uphold strong governance practices that benefit our shareholders as well as our customers, employees, and the communities we serve. We actively work to enhance our governance programs and policies, ensuring alignment with industry best practices, the needs of our business, and our stakeholders. Additionally, our Board remains committed to shareholder interests, including the ongoing efforts to eliminate supermajority shareholder voting provisions, reinforcing our dedication to transparency, accountability, and long‐term value creation.

PRINCIPAL SHAREHOLDERS

Persons and groups beneficially owning more than five percent of First Northwest's outstanding shares of common stock ("5% Beneficial Owners") are required to file reports with the Securities and Exchange Commission (the "SEC") disclosing their ownership. The following table lists all 5% Beneficial Owners known to management as of the record date for the Annual Meeting, March 21, 2025 (the "Record Date"):

NAME AND ADDRESS

NUMBER OF SHARES

PERCENT OF SHARES

BENEFICIALLY OWNED

OUTSTANDING (%)

Fourthstone LLC

928,5031

9.84

575 Maryville Centre Drive, Suite 110

St. Louis, Missouri 63141

First Northwest Bancorp Employee Stock Ownership Plan

908,7822

9.63

105 W. Eighth Street

Port Angeles, Washington 98362

FMR LLC

841,4543

8.91

245 Summer Street

Boston, Massachusetts 02110

Private Capital Management, LLC

541,8664

5.74

8889 Pelican Bay Boulevard, Suite 500

Naples, Florida 34108

BENEFICIAL OWNERSHIP

BY DIRECTORS AND NAMED EXECUTIVE OFFICERS

The following table sets forth information, as of the Record Date, regarding share ownership of our directors, each executive officer of First Northwest or First Fed named in the Summary Compensation Table appearing under "Executive Compensation" below (referred to as "named executive officers"), and all current directors and executive officers of First Northwest and First Fed as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In accordance with Rule 13d‐3 of the Securities Exchange Act of 1934 (the "Exchange Act"), a person is deemed to be the beneficial owner of any shares of common stock if he or she has voting or dispositive power with respect to those shares. Therefore, the table below includes shares held by spouses, by other immediate family members in trust, in retirement accounts or funds for the benefit of the named individuals, and in the ESOP and our qualified, tax‐exempt savings plan under Section 401(k) of the Internal Revenue Code (the "401(k) Plan").

As of the Record Date, there were 9,440,618 shares of First Northwest common stock outstanding.

NUMBER OF

PERCENT OF

NAME

BENEFICIALLY

OUTSTANDING

OWNED

(%)

Directors

Sherilyn G. Anderson

12,4111

Johanna A. Bartee

6,9902

Dana D. Behar

137,6863

1.46%

Sean P. Brennan

11,3234

Cindy H. Finnie

39,2485

Gabriel S. Galanda

9,0336

Lynn A. Terwoerds

11,0607

Norman J. Tonina, Jr.

40,8478

Named Executive Officers

Derek J. Brown

27,0449

Geraldine L. Bullard

31,39210

Matthew P. Deines**

132,02211

1.40%

Christopher W. Neros

16,49912

All current directors and executive officers as a group (15 persons)

521,33013

5.47%

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board of Directors (the "Board") consists of nine members, each of whom has been nominated for election at the Annual Meeting. The table below sets forth information regarding each nominee for director. All nominees are also directors of First Fed.

The Nominating and Corporate Governance Committee of the Board selects nominees for election as directors and presents its nominees to the Board for consideration. All nominees currently serve as First Northwest directors. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. It is intended that the proxies solicited on behalf of the Board (other than proxies in which the vote is withheld as to the nominee) will be voted at the Annual Meeting for the election of the nominees identified in the table below. If a nominee is unable to stand for election, the Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are not aware of any reason why a nominee might be unable to serve if elected.

Directors are elected by a plurality of the votes cast, individually or by proxy, at the Annual Meeting by holders of First Northwest common stock. Accordingly, the nine nominees for election as directors who receive the highest number of votes cast will be elected. Our Articles of Incorporation do not permit shareholders to cumulate their votes for the election of directors. Votes may be cast for or withheld from each nominee. Votes that are withheld and broker non‐votes will have no effect on the outcome of the election because the nine nominees receiving the greatest number of votes will be elected.

AGE AS OF

YEAR FIRST ELECTED OR

NAME

GENDER

DECEMBER 31, 2024

APPOINTED DIRECTOR1

Sherilyn G. Anderson

Female

2020

Johanna A. Bartee

Female

2025

Dana D. Behar

Male

2015

Sean P. Brennan

Male

2024

Matthew P. Deines

Male

2019

Cindy H. Finnie

Female

2012

Gabriel S. Galanda

Male

2021

Lynn A. Terwoerds

Female

2023

Norman J. Tonina, Jr.

Male

2013

1 For years prior to 2015, includes service on the Board of Directors of First Fed.

The Board of Directors unanimously recommends a vote

FOR the election of all directors.

Disclaimer

First Northwest Bancorp published this content on April 08, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 09, 2025 at 16:46 UTC.