8-K
FS Bancorp, Inc. (FSBW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2023
FS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-35589 | 45-4585178 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 6920 220th Street SW<br><br> <br>Mountlake Terrace,<br> Washington | 98043 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (425) 771-5299
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the<br> following provisions. |
|---|
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $.01 per share | FSBW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 11, 2023, FS Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, 1st Security Bank of Washington (the “Bank”), announced that Dennis O’Leary, Chief Lending Officer, will step down from his current position at the Bank and transition into a management role that oversees the Commercial Real Estate and Construction Lending team, effective July 1, 2023.
(c) On April 11, 2023, in connection with Mr. O’Leary’s transitition, the Bank announced that it will appoint Ben Crowl, age 38, as Chief Lending Officer of the Bank, as successor to Mr. O’Leary. Mr. O’Leary will continue to work with Mr. Crowl and mentor him through this transition. Mr. Crowl has served as the Bank’s Senior Vice President, Director of Consumer Lending, since October 1, 2020. Mr. Crowl joined the Bank as Senior Vice President, Commercial Lending Relationship Manager on March 19, 2018. On April 1, 2019 he was promoted to Senior Vice President and Commercial Lending Team Lead. Prior to joining 1st Security Bank, Mr. Crowl was with First Sound Bank, Seattle, Washington (2011-2018), and Union Bank (formerly Frontier Bank), Seattle, Washington (2006-2011), serving in positions of increasing responsibility.
There are no family relationships between Mr. Crowl and any director or other executive officer of the Company or the Bank and Mr. Crowl was not appointed as an executive officer pursuant to any arrangement or understanding with any person. Mr. Crowl has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.
A copy of the press release announcing the tranisition of Mr. O’Leary and the appointment of Mr. Crowl as Chief Lending Officer of the Bank is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of FS Bancorp, Inc. dated April 11, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 11, 2023 | FS BANCORP, INC. |
|---|---|
| /s/Matthew D. Mullet | |
| Matthew D. Mullet | |
| Chief Financial Officer |
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Exhibit 99.1
Contact: Joseph C. Adams,
Chief Executive Officer
Matthew D. Mullet,
Chief Financial Officer
\(425\) 771-5299
www.FSBWA.com
1st Security Bank Announces Chief Lending Officer Succession Plan
MOUNTLAKE TERRACE, WA / ACCESSWIRE / April 11, 2023 / 1st Security Bank of Washington has named Ben Crowl to succeed Dennis O’Leary as Chief Lending Officer (“CLO”), effective July 1, 2023. Crowl currently serves as Senior Vice President, Director of Consumer Lending. He previously served the Bank as Senior Vice President, Commercial Lending Team Lead.
Dennis O’Leary has served as the Bank’s CLO since 2013. “Dennis has been instrumental in guiding the Bank’s growth from $285 million in assets at December 31, 2011, the year he joined the Bank, to $2.63 billion at December 31, 2022. I can’t imagine where we would be today without Dennis’s talent and contributions,” said 1st Security Bank CEO Joe Adams. “In true Dennis style, the succession timing was his idea. Some time ago Dennis asked me if our Board would consider him stepping back into his original role as SVP Director of Commercial Real Estate and Construction Lending. Dennis mentioned a desire for more time with his family after ten years as CLO. The Board and I viewed this as a ‘win-win’ for both the Bank and Dennis. In this new capacity, Dennis will not only be able to pursue his passion for commercial real estate and construction lending, but also be able to assist Ben in his new CLO role. It is rare a newly appointed executive like Ben has the support and guidance of an ‘on-site’ mentor like Dennis. We are excited for Dennis, Ben and the Bank.”
Ben joined the Bank in 2018 and has more than 15 years of diverse experience in the banking industry, including many years as a commercial lender, team lead, and relationship manager. After beginning his career as a college intern at a local community bank in La Jolla, California, Ben found a passion for business banking and serving businesses and consumers alike.
"I am thrilled that Ben has the opportunity to succeed me in the CLO role," said Dennis O'Leary, Chief Lending Officer. "Ben has proven his leadership abilities in multiple managerial roles at the Bank, each time showing his unwavering commitment to our employees, customers, communities and Core Values."
Ben currently serves on the Bank’s Asset/Liability, Asset Quality and Marketing committees. Ben also holds a Bachelor of Science in Business Administration from Northern Arizona University with a specialty in marketing and advertising. He is an honors graduate of Pacific Coast Banking School, a graduate school for banking held at the University of Washington. Ben has an Executive Leadership Certificate in Organizational Leadership from the University of Washington's Michael G. Foster School of Business.
Inspired by the power of community involvement, Ben has served on several nonprofit boards throughout his career and finds deep satisfaction in being able to use the skills he has developed in banking to give back and help others.
Media Contact:
Camberly Gilmartin
AVP Marketing Manager
1st Security Bank
Camberly.Gilmartin@fsbwa.com