Wafd Inc DEF 14A, filed Dec 23, 2024
Wafd Inc (WAFD)
DEF 14A
2024-12-23
For: 2024-12-23
View Original
Added on
June 12, 2026
About this DEF 14A
Wafd Inc filed this DEF 14A on December 23, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
____________________________________________________________
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| o | Preliminary Proxy Statement | ||||
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| x | Definitive Proxy Statement | ||||
| o | Definitive Additional Materials | ||||
| o | Soliciting Material Pursuant to 240.14a-12 | ||||
____________________________________________________________
(Name of Registrant as Specified In Its Charter)
____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all the boxes that apply):
| x | No fee required. | ||||
| o | Fee paid previously with preliminary materials | ||||
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||
425 PIKE STREET
SEATTLE, WASHINGTON 98101-2334
(800) 324-9375
December 23, 2024
Dear Shareholder:
Our Annual Meeting of Shareholders will be conducted live via the internet on Tuesday, February 11, 2025 at 8:00 a.m.. Pacific Time. To attend the meeting online please visit www.virtualshareholdermeeting.com/WAFD2025. Members of the general public may attend, but not participate, in the Annual Meeting by visiting the previously referenced website.
The virtual Annual Meeting is intended to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. The meeting format enables engagement with our shareholders, regardless of size, resources, or physical location. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/WAFD2025. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. Participants may vote, from within the United States, using any touch-tone telephone by calling 1-800-690-6903 and following the recorded instructions. The attached Proxy Statement provides information on how to participate in the Annual Meeting, how to vote your shares, and explains the matters to be voted upon in detail.
Shareholders can submit questions in writing at least 24 hours before, or during the Annual Meeting. To submit a question in advance you must go to http://www.proxyvote.com and use your 16-digit control number to be authenticated. To submit a question during the meeting, you must first join the meeting with your 16-digit control number. We intend to answer questions pertinent to Company matters as time allows at the question and answer session following the formal portion of the meeting and we encourage shareholders to submit any questions in advance of the meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Answers to appropriate questions pertinent to meeting matters, including those which were not answered at the meeting due to time constraints, will be posted at www.wafdbank.com/about-us/investor-relations after the meeting, if necessary.
The meeting webcast will begin promptly at 8:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 7:30 a.m., and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call (800) 586-1548 (U.S.) or (303) 562-9288 (International) for assistance.
We are using the internet as our primary means of furnishing proxy materials to our shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a notice with instructions for accessing the proxy materials and voting via the internet. The notice also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose.
We sincerely hope that you will attend the virtual meeting, but even if you are planning to attend, we strongly encourage you to cast your vote in advance of the meeting. This will ensure that your shares are represented at the meeting. The proxy statement explains more about proxy voting. Please read it carefully. We look forward to your participation.
If you have any questions, please do not hesitate to contact us.
Sincerely,
Stephen M. Graham
Chairman of the Board
WAFD, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
February 11, 2025
WAFD, INC.
425 PIKE STREET
SEATTLE, WASHINGTON 98101-2334
(800) 324-9375
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, FEBRUARY 11, 2025
NOTICE IS HEREBY GIVEN that we will be hosting our virtual Annual Meeting of Shareholders live via the internet (at www.virtualshareholdermeeting.com/WAFD2025) on Tuesday, February 11, 2025 at 8:00 a.m.. Pacific Time, for the following purposes:
1.To elect a total of five (5) directors; three directors will be elected for a three-year term ending in 2028 and two directors will be elected for a one-year term ending in 2026, or until their successors are elected and qualified;
2.To consider and approve the WaFd, Inc. 2025 Stock Incentive Plan;
3.To approve, by a non-binding advisory vote, the compensation of the Named Executive Officers of the Company;
4.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal year 2025;
5.To transact such other business as may properly come before the meeting or any adjournment thereof.
The Board of Directors of the Company has fixed December 9, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only those shareholders of record as of the close of business on that date will be entitled to vote at the Annual Meeting or at any such adjournment.
By Order of the Board of Directors
Cathy Cooper
Executive Vice President, Chief Consumer Banker and
Corporate Secretary
December 23, 2024
Seattle, Washington
YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO ATTEND THE VIRTUAL EVENT, YOU ARE URGED TO CAST YOUR VOTE AS SOON AS POSSIBLE. INSTRUCTIONS ON HOW TO VOTE VIA THE INTERNET, TELEPHONE OR BY MAIL ARE CONTAINED BELOW UNDER "PROXY VOTING." IF YOU PARTICIPATE IN THIS VIRTUAL MEETING, YOU MAY VOTE ONLINE DURING THE MEETING. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, FEBRUARY 11, 2025.
This Proxy Statement relating to the 2025 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended September 30, 2024 are available for viewing, printing and downloading at www.wafdbank.com/about-us/investor-relations/wfsl-financial-data.
TABLE OF CONTENTS
| GENERAL INFORMATION ABOUT THE PROXY MATERIALS ANNUAL MEETING AND VOTING | |||||
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF | |||||
Voting Securities | |||||
Vote Required | |||||
Majority Vote Standard | |||||
Effect of Abstentions and Broker Non-Votes | |||||
Board’s Voting Recommendations | |||||
PROXY VOTING | |||||
Voting at the Annual Meeting, via the Internet, by Telephone or Mail | |||||
How to Vote | |||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |||||
Insider Stock Ownership Guidelines | |||||
Insider Trading Arrangements and Policies | |||||
Prohibition on Hedging and Pledging | |||||
Delinquent Section 16(a) Reports | |||||
| PROPOSAL 1: ELECTION OF DIRECTORS | |||||
Information with Respect to Nominees for Director and Continuing Directors | |||||
Executive Officers | |||||
CORPORATE GOVERNANCE | |||||
The Board of Directors and Its Committees | |||||
Board Leadership Structure and the Board’s Role in Risk Oversight | |||||
Selection of Nominees for the Board | |||||
Director Qualifications | |||||
Environmental, Social and Governance (“ESG”) Matters | |||||
Board Diversity Discussion and Analysis | |||||
Director Retirement | |||||
Shareholder Nominations | |||||
Communications with the Board | |||||
Code of Conduct and Ethics | |||||
Compensation Committee Interlocks And Insider Participation | |||||
Related Person Transactions | |||||
REPORT OF THE AUDIT COMMITTEE | |||||
EXECUTIVE COMPENSATION | |||||
Compensation Discussion and Analysis | |||||
Report Of The Compensation Committee | |||||
Summary Compensation Table | |||||
All Other Compensation Table | |||||
Grants of Plan-Based Awards for the 2023 Fiscal Year | |||||
Outstanding Equity Awards at Fiscal Year End | |||||
Stock Vested During Fiscal 2023 | |||||
Nonqualified Deferred Compensation for the 2023 Fiscal Year | |||||
Potential Payments Upon Termination or Change in Control | |||||
Pay Ratio | |||||
| Pay Versus Performance | |||||
DIRECTOR COMPENSATION | |||||
| PROPOSAL 2: APPROVAL OF WAFD, INC. 2025 STOCK INCENTIVE PLAN | |||||
| PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF WAFD, INC.’S NAMED EXECUTIVE OFFICERS | |||||
| PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS | |||||
| Principal Accounting Fees and Services | |||||
| Audit Committee Pre-Approval Policy | |||||
| OTHER MATTERS | |||||
| SHAREHOLDER PROPOSALS | |||||
| ANNUAL REPORTS | |||||
| PROXY CARD AND NOTICE | |||||
| APPENDIX A - WAFD, INC. PROPOSED 2025 STOCK INCENTIVE PLAN | |||||
GENERAL INFORMATION ABOUT THE PROXY MATERIALS
ANNUAL MEETING AND VOTING
This Proxy Statement is furnished to the holders of the common stock ("Common Stock"), of WaFd, Inc. ("WaFd" or the "Company"), the holding company of Washington Federal Bank, a federally-insured Washington state chartered commercial bank dba WaFd Bank, in connection with the solicitation of proxies by the Board of Directors ("Board") of the Company, to be used at the Annual Meeting of Shareholders that will be held live via the internet at www.virtualshareholdermeeting.com/WAFD2025, on Tuesday, February 11, 2025 at 8:00 a.m.. Pacific Time, and at any adjournment thereof (the "Annual Meeting"), for the purposes set forth in the Notice of Annual Meeting of Shareholders. This Proxy Statement is first being sent to shareholders on or about December 23, 2024.
The proxy solicited hereby, if properly executed and returned and not revoked prior to its use, will be voted in accordance with the instructions provided. If no instructions are specified, the proxy will be voted as follows:
(1)FOR each of the five (5) persons nominated to be directors;
(2)FOR adoption of the WaFd, Inc. 2025 Stock Incentive Plan;
(3)FOR the approval, on an advisory basis, of the compensation of the Company's Named Executive Officers;
(4)FOR the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal 2025;
(5)upon the transaction of such other business as may properly come before the Annual Meeting, in accordance with the best judgment of the persons appointed as proxies.
Other than the matters listed on the attached Notice of Annual Meeting of Shareholders, the Board knows of no additional matters that will be presented for consideration at the Annual Meeting.
Any shareholder giving a proxy has the power to revoke it at any time before it is exercised by: (i) filing written notice with the Secretary of the Company (Secretary, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101); (ii) submitting a duly executed proxy bearing a later date; or (iii) attending the live virtual Annual Meeting and casting your vote at the virtual Annual Meeting in the manner described below (although attendance at the live virtual Annual Meeting will not in and of itself constitute a revocation of a proxy). Proxies solicited hereby may be exercised only at the live virtual Annual Meeting and any adjournment thereof and will not be used for any other meeting.
The Company's fiscal year end is September 30. All references to 2024 and 2023 represent information and amounts as of September 30, 2024 and September 30, 2023, or activity for the fiscal years then ended, respectively.
References in this proxy statement to:
•“WaFd,” “we,” “us,” “our,” or the “Company” refer to WaFd, Inc.;
•“Bank” refers to Washington Federal Bank dba WaFd Bank, a wholly owned subsidiary of the Company;
•“Board” refers to the Board of Directors of WaFd; and
•“Annual Meeting” refers to our 2025 Annual Meeting of Shareholders.
Information on our website and any other websites referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities
Only shareholders of record at the close of business on December 9, 2024 (the "Voting Record Date") will be entitled to vote at the Annual Meeting. On the Voting Record Date, 81,369,792 shares of Common Stock were issued and outstanding. Each share of Common Stock is entitled to one vote at the Annual Meeting on matters other than the election of directors, for which cumulative voting is permitted, as discussed below under “Proposal 1: Election of Director Nominees.” A majority of the votes entitled to be cast by shareholders represented in person or by proxy is necessary to constitute a quorum.
A list of shareholders entitled to vote at the Annual Meeting will be open to examination by any shareholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of ten days ending on the day before the Annual Meeting at our principal executive offices located at 425 Pike Street, Seattle WA 98101. If you would like to view the shareholder list, please contact Investor Relations in advance at info@wafd.com. The shareholder list will be available during the Annual Meeting at www.virtualshareholdermeeting.com/WAFD2025.
Vote Required
The election of the Company's directors requires a plurality of the votes represented in person or by proxy at the Annual Meeting.
The affirmative vote of the holders of a majority of the total votes cast in person or by proxy at the Annual Meeting is required to (i) approve the Company's 2025 Stock Incentive Plan, (ii) approve the non-binding resolutions regarding the compensation of the Company's Named Executive Officers, (iii) ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal 2025, and (iv) approve any other business that properly may come before the Annual Meeting.
Because the vote to approve the resolution on Named Executive Officer compensation is non-binding, it will not be binding on the Board. However, the Company will consider the outcome of the votes when determining future executive compensation and the frequency of votes on executive compensation.
Majority Vote Standard
The Company’s Board of Directors has adopted a majority vote policy which provides that, in an uncontested election, if an incumbent Director nominee fails to receive a greater number of votes cast “for” the director’s election than “withheld” for such election, the director is required to immediately tender their resignation from the Board to the Company. Upon receipt of the director’s resignation, the Nominating and Governance Committee will make a recommendation to the Board about whether to accept or reject the resignation. The Board will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results were certified.
Effect of Abstentions and Broker Non-Votes
Shareholders who abstain from voting on any or all proposals and broker non-votes will be included in the number of shareholders present at the Annual Meeting for the purpose of determining the presence of a quorum. Abstentions will not be counted either in favor of or against the election of the nominees or any other proposal. Consequently, abstentions will have no effect on the votes required to approve the nominees for director or the other proposals being considered at the Annual Meeting.
Banks, brokers or other nominees who hold shares of our common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner of the shares at least ten days prior to the Annual Meeting. A broker non-vote occurs when a bank, broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting.
If you are a beneficial owner and you do not provide voting instructions to the bank, broker or other nominee that holds your shares, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Banks, brokers and other nominees have the discretion to vote on routine matters, such as the ratification of the selection of our independent registered public accounting firm (Proposal 4), but do not have discretion to vote on non-routine matters such as the election of five directors (Proposal 1), approval of the Company's 2025 Stock Incentive Plan (Proposal 2), or the non-binding advisory proposal on executive compensation (Proposal 3). A broker non-vote will not affect the outcome
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of the vote on Proposals 1, 2 or 3. Therefore, if you do not provide voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may only vote any other routine matters properly presented for a vote at the Annual Meeting.
Board's Voting Recommendations
The Board recommends the following votes for each of the Proposals:
| Proposal | Board Recommendation | |||||||
| 1 | Election of five directors | FOR each nominee | ||||||
| 2 | Approval of the WaFd, Inc. 2025 Stock Incentive Plan | FOR | ||||||
| 3 | Approval, on an advisory basis, of the compensation of the Company's Named Executive Officers | FOR | ||||||
| 4 | Ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accountants for fiscal 2025 | FOR | ||||||
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PROXY VOTING
Voting at the Annual Meeting, via the Internet, by Telephone or Mail
Record holders of shares of Company common stock may vote online at the Annual Meeting, via the Internet, by telephone or, for those shareholders who receive a paper proxy card in the mail, by mailing a completed proxy card. For those record shareholders who receive a paper proxy card, instructions for voting via the Internet, telephone or by mail are set forth on the proxy card. Shareholders electing to vote by mail should sign and mail the proxy card in the addressed, postage paid envelope that was enclosed with the proxy materials, and your shares will be voted at the Annual Meeting in the manner you direct.
Shareholders whose shares are not registered in their own name are beneficial holders of shares held in street name. Such shares may be held in an account at a bank or at a brokerage firm (your record holder). As the beneficial holder, you have the right to direct your record holder on how to vote your shares, and you will receive instructions from your record holder that must be followed in order for your record holder to vote your shares per your instructions. Many banks and brokerage firms have a process for their beneficial holders to provide instructions via the Internet or by telephone. Shares held beneficially in street name may be voted by you at the virtual Annual Meeting as long as you have the 16-digit control number from your record holder so your right to vote such shares can be authenticated at the Annual Meeting. If you are the beneficial owner of shares held through a broker, or other nominee, please follow the instructions provided by your broker, trustee or nominee.
For those shareholders who receive a Notice of Internet Availability of Proxy Materials, the Notice of Internet Availability of Proxy Materials provides information on how to access your proxy on the Internet, which contains instructions on how to vote via the Internet or by telephone. If you received a Notice of Internet Availability, you can request a printed copy of your proxy materials by following the instructions contained in the notice.
How to Vote
At the Virtual Meeting. Shares held in your name as the shareholder of record may be voted by you online at the Annual Meeting at www.virtualshareholdermeeting.com/WAFD2025 using your 16-digit control number. If you hold shares through a broker, or other nominee, you will need your legal proxy available when you access the virtual meeting web page. If you experience any technical difficulties during the check-in process or during the meeting, please call (800) 586-1548 (U.S.) or (303) 562-9288 (International) for assistance.
By Mail. Shareholders who ask for and receive a paper proxy card may vote by mail and should complete, sign and date their proxy card and mail it in the pre-addressed envelope that will accompany the delivery of the paper proxy card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted.
By Internet before the meeting. For shares registered in your name as shareholder of record, you may go to http://www.proxyvote.com to transmit a proxy to vote your shares online by means of the Internet. You will be required to provide our number and the control number, both of which are contained on the Notice of Internet Availability of Proxy Materials or the proxy card, as applicable. You will then be asked to complete an electronic proxy card. The votes represented by such proxy will be generated on the computer screen, and you will be prompted to submit or revise them as desired. You must submit your vote online by 11:59 pm EST on February 10, 2025.
By Telephone. You may grant a proxy to vote your shares by telephone. The telephone voting procedures are designed to authenticate your identity, to allow you to grant a proxy to vote your shares, and to confirm that your instructions have been recorded properly. To vote by telephone, call 1-800-690-6903 by 11:59 pm EST on February 10, 2025. Please see the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card, as applicable.
For shares registered in the name of a broker or bank. Most beneficial owners, whose stock is held in “street name,” will receive instructions for granting proxies from their banks, brokers or other agents, rather than a proxy card. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and as the beneficial owner, you have the right to direct your broker on how to vote.
A number of brokers and banks are participating in a program provided through Broadridge Financial Solutions Inc. that offers the means to grant proxies to vote shares over the telephone and Internet. If your shares are held in an account with a
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broker or bank participating in the Broadridge program, you may grant a proxy to vote those shares by calling the telephone number or visiting the website shown on the instruction form received from your broker or bank.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to any person or entity known by the Company to be the beneficial owner of 5% or more of the issued and outstanding Common Stock on December 9, 2024.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage Ownership (2) | |||||||||
| Blackrock, Inc. | 10,810,409 | (1) | 13.29 | % | |||||||
| 400 Howard Street San Francisco, California, 94105 | |||||||||||
| Vanguard Group, Inc. | 9,253,073 | (1) | 11.37 | % | |||||||
| 100 Vanguard Boulevard Valley Forge, Pennsylvania, 19482 | |||||||||||
| Dimensional Fund Advisors LP | 5,560,823 | (1) | 6.83 | % | |||||||
| 6300 Bee Cave Road Austin, Texas, 78746 | |||||||||||
1.As disclosed on Forms 13F filed with the SEC for the quarter ended September 30, 2024.
2.Based on the 81,369,792 shares of Common Stock issued and outstanding on December 9, 2024.
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The following table sets forth information as of December 9, 2024 regarding the beneficial ownership by shares of Common Stock by each of the (i) directors, (ii) executive officers named in the Summary Compensation Table and (iii) all directors and executive officers as a group.
| Name | Title | # of Shares (1) | Percentage Ownership | |||||||||||
| R. Shawn Bice | Director | 6,115 | 0.01 | |||||||||||
| Linda S. Brower | Director | 72,047 | 0.09 | |||||||||||
| Stephen M. Graham | Chairman of the Board | 15,230 | 0.02 | |||||||||||
| David K. Grant | Director | 60,663 | 0.07 | |||||||||||
| Sylvia R. Hampel | Director | 10,131 | 0.01 | |||||||||||
| Bradley M. Shuster | Director | 18,462 | 0.02 | |||||||||||
| S. Steven Singh | Director | 16,293 | 0.02 | |||||||||||
| Sean B. Singleton | Director | 8,004 | 0.01 | |||||||||||
| Randall H. Talbot | Director | 59,913 | 0.07 | |||||||||||
| M. Max Yzaguirre | Director | 3,247 | — | |||||||||||
| Brent J. Beardall | Vice Chairman, President and Chief Executive Officer | 347,522 | (2) | 0.42 | ||||||||||
| Kelli J. Holz | Executive Vice President and Chief Financial Officer | 104,311 | (3) | 0.13 | ||||||||||
| Cathy E. Cooper | Executive Vice President and Chief Consumer Banker | 101,668 | (4) | 0.12 | ||||||||||
| James A. Endrizzi | Executive Vice President and Chief Commercial Banker | 134,405 | (5) | 0.16 | ||||||||||
| Ryan M. Mauer | Executive Vice President and Chief Credit Officer | 117,759 | (6) | 0.14 | ||||||||||
| Kim E. Robison | Executive Vice President and Chief Operating Officer | 128,283 | (7) | 0.16 | ||||||||||
| All Directors, Executives and Named Executive Officers as a group (16 persons) | 1,204,053 | (8) | 1.46 | % | ||||||||||
1.Except as indicated in the footnotes to this table, each shareholder named in the table above has sole voting and investment power for the shares shown as beneficially owned by them. This information is based on information furnished by the respective directors and executive officers. The percentage of outstanding shares of Common Stock is based on the 81,369,792 shares of Common Stock issued and outstanding and 1,259,046 stock options outstanding on December 9, 2024.
The number of shares does not include any preferred stock shares owned. As of December 9, 2024, Director Grant owned 20,000 and Mr. Endrizzi owned 748 non-voting depositary shares, representing a 1/40th interest in a share of WaFd, Inc.'s 4.875% Fixed Rate Series A Non-Cumulative Preferred Stock.
2.Mr. Beardall's ownership includes 151,360 shares of unvested restricted and performance-based Common Stock and 120,518 common stock units ("Company Stock Units") held in the Company's Supplemental Executive Retirement Plan ("SERP"), each Company Stock Unit representing one share of WaFd, Inc. Common Stock, which will be settled in shares of WaFd Common Stock upon the executive's separation from service. See the description of the SERP below under "Executive Compensation - Retirement Plans".
3.Ms. Holz's ownership includes 37,767 shares of unvested restricted and performance-based Common Stock and 50,216 Company Stock Units held in the Company's SERP.
4.Ms. Cooper's ownership includes 37,839 shares of unvested restricted and performance-based Common Stock, 35,151 Company Stock Units in the Company's SERP, and 10,209 shares of Common Stock held in the Retirement Plan.
5.Mr. Endrizzi's ownership includes 37,839 shares of unvested restricted and performance-based Common Stock, 70,302 Company Stock Units in the Company's SERP, and 224 shares of Common Stock held in the Retirement Plan.
6.Mr. Mauer's ownership includes 37,839 shares of unvested restricted and performance-based Common Stock and 60,259 Company Stock Units in the Company's SERP.
7.Ms. Robison's ownership includes 37,839 shares of unvested restricted and performance-based Common Stock and 55,237 Company Stock Units in the Company's SERP.
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8.This includes an aggregate of 391,683 Company Stock Units held in the Company's SERP, and 10,433 shares held in the Retirement Plan for the benefit of executive officers of the Company's wholly-owned subsidiary, Washington Federal Bank, dba WaFd Bank (the "Bank"). The trustees of the Retirement Plan are Lisa King - Chair, Jude Griego, Kristoffer Anderson and Rika Laing, who are all employees of the Bank.
Insider Stock Ownership Guidelines
Each Director is expected to own Common Stock in the amount equivalent to three times the annual amount of director fees received during the fiscal year. Director fees are defined to include all cash received for director and committee meetings attended and all retainer fees received. All common stock over which the Director has voting rights count toward the ownership guideline. The expectation is that the ownership levels will be reached within 5 years of appointment to the Board.
The Chief Executive Officer is expected to own Common Stock in the amount equivalent to five times his annual base salary. The base salary does not include the value of any retirement contributions, insurance payments, cash bonus payments, or stock options or stock awards. All common stock over which the Chief Executive Officer has voting rights, as well as unvested restricted stock and performance awards, count toward the ownership guideline. The expectation is that this ownership level will be reached within 5 years of appointment.
Other Named Executive Officers ("NEOs"), excluding the Chief Executive Officer, are expected to own Common Stock in the amount equivalent to two times their annual base salary. The base salary does not include the value of any retirement contributions, insurance payments, cash bonus, stock options or stock awards. All shares over which the NEO has voting rights, including unvested restricted stock, count toward the ownership guideline. The expectation is that this ownership level will be reached within 5 years of appointment.
All Directors and NEOs are in compliance with the aforementioned ownership guidelines as of the record date, taking into consideration the five-year compliance deadline.
Insider Trading Arrangements and Policies
Our Board of Directors has adopted the WaFd, Inc. Trading Policy to govern the purchase, sale, and/or other dispositions of our securities by our officers, directors and employees of WaFd, Inc. and its subsidiaries, including the Bank. The policy also applies to other persons that we have designated, such as contractors or consultants who have access to material nonpublic information. We believe our Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards.
Prohibition on Hedging and Pledging
Our Trading Policy additionally provides that our Directors and NEOs may not trade in options, warrants, puts, calls or similar instruments or derivatives with respect to Company stock or sell Company stock "short" or hold Company stock in margin accounts or pledge Company stock as collateral for a loan.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such executive officers, directors and stockholders also are required by SEC rules to furnish us with copies of all Section 16(a) forms that they file.
To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed during fiscal 2024, we believe that for fiscal 2024, all required reports were filed on a timely basis under Section 16(a).
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PROPOSAL 1: ELECTION OF DIRECTORS
General
The Restated Articles of Incorporation of the Company provide that the Board shall be divided into three classes as nearly equal in number as possible, and that the members of each class shall be elected for terms of three years and until their successors are elected and qualified, with one of the three classes of directors to be elected each year. Under our current Amended and Restated Bylaws, the board consists of between five and fifteen directors, and the number of directors currently authorized by the Board is twelve.
Pursuant to the Company's Restated Articles of Incorporation, as amended, each shareholder entitled to vote has cumulative voting rights in the election of directors. Cumulative voting allows a shareholder to multiply the number of shares owned by him or her by the number of directors to be elected (five), and to cast an equal number of votes for each of the five nominees to the Board, or give one nominee all their votes, or distribute their votes on the same principle among any number of nominees.
The Board, upon the recommendation of the Nominating and Governance Committee, has nominated current directors R. Shawn Bice, Linda S. Brower, and Sean B. Singleton for reelection. Additionally, they are recommending the election of Bradley M. Shuster and M. Max Yzaguirre, former Luther Burbank Corporation ("LBC") directors who were appointed to their directorships as a result of the acquisition of LBC that occurred in 2024. At the Annual Meeting, shareholders will be asked to elect directors Bice, Brower and Singleton for a three-year term expiring in 2028, or until their respective successors are elected and qualified. Shareholders will be asked to elect directors Shuster and Yzaguirre, who were appointed in connection with the closing of the merger with Luther Burbank Corporation, for a one-year term expiring in 2026, or until their respective successors are elected and qualified, in order to balance the classes for succession planning purposes.
There are no arrangements or understandings between the persons named and any other person concerning selection as a nominee for election as a director at the Annual Meeting, and no director or nominee for director is related to any other director or executive officer of WaFd, Inc. by blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by the Board of the Company. Alternatively, under such circumstances, the Board may reduce the number of directors of the Company. The Company knows of no reason why any of the nominees may not be able to serve as director if elected.
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Information with Respect to Nominees for Director and Continuing Directors
The following sets forth information relating to continuing directors of the Company and our director nominees, including their positions with WaFd, Inc. and their principal occupation during the past five years.
Director Nominees for a three-year term expiring in 2028
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Director Nominees for a one-year term expiring in 2026
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE DIRECTOR NOMINEES LISTED ABOVE.
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Continuing Directors
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Executive Officers
The following table sets forth information concerning the executive officers of the Company as of September 30, 2024 (excluding the President and CEO Brent J. Beardall, whose information is included above under Directors), including their positions with WaFd, Inc. and their principal occupation during the past five years. Executive officers of the Company are elected by the Board on an annual basis and serve until their successors have been duly elected and qualified.
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CORPORATE GOVERNANCE
The Board of Directors and Its Committees
The Board held a total of five meetings during the last fiscal year. No incumbent director attended fewer than 75% of the Board meetings and Board committee meetings (for committees on which he or she served) held during his or her tenure in office during the last fiscal year. Although the Company does not have a formal policy regarding attendance by directors at annual meetings of shareholders, directors are expected to attend such meetings. All directors who were on the Board at the time of the 2024 Annual Meeting were present at the meeting.
The Board has established various committees, including an Executive Committee, an Audit Committee, a Nominating and Governance Committee, a Risk Management Committee, a Compensation Committee and Technology Committee. A copy of each of the Committee's Charters is available on the Company's website at www.wafdbank.com.
The Board has affirmatively determined that, other than our CEO Brent Beardall, all of the Company's directors are independent pursuant to the listing requirements of the Nasdaq Stock Market LLC ("NASDAQ"). The independent directors hold an executive session at least one time each fiscal year. The Board also has affirmatively determined that each member of the Audit Committee, Compensation Committee, Nominating and Governance Committee, Risk Management Committee and Technology Committee of the Board is independent within the meaning of applicable laws and regulations and the listing requirements of NASDAQ.
Executive Committee. The Board selects certain members to serve on its Executive Committee. The present Executive Committee consists of Messrs. Graham - Chair, Beardall, and Talbot and Ms. Brower. The Executive Committee is authorized to exercise all the authority of the Board in the management of the Company between board meetings unless otherwise provided by the Amended and Restated Bylaws. The Executive Committee did not meet during the past fiscal year.
Audit Committee. The Audit Committee during fiscal year 2024 consisted of Messrs. Grant - Chair, Singleton, Yzaguirre, Mses. Brower and Hampel. The Board also has affirmatively determined that Messrs. Grant, Yzaguirre and Singleton are audit committee financial experts as defined by the SEC. The Audit Committee's primary responsibilities include review of all financial information included in our quarterly and annual reports, review and oversight of the internal audit function, engagement of and review of the independent auditors, pre-approval of all services performed by the independent registered public accountants, review of all related party transactions and compliance with laws and regulations. The Audit Committee met on four occasions during the past fiscal year.
Compensation Committee. The Compensation Committee during fiscal year 2024 consisted of Mses. Brower - Chair, Hampel and Messrs. Grant and Yzaguirre. No member of the Compensation Committee has served as an officer or an employee of WaFd, Inc. or its subsidiaries within the past five years. The Compensation Committee is responsible for overseeing the Company’s executive compensation programs, recommending the creation, termination or amendment of employee benefit programs to the Board, monitoring the administration of employee benefit programs on behalf of the Board, and annually reviewing and recommend to the Board the individual elements of total compensation for the CEO and other designated executive officers. The Compensation Committee met two times during the past fiscal year.
Risk Management Committee. The Risk Management Committee during fiscal year 2024 consisted of Messrs. Talbot - Chair, Bice, Grant, Singleton and Shuster. The Risk Management Committee is responsible for providing ongoing review, guidance and oversight of the Company's loan review and enterprise risk management functions, including recommending risk tolerance limits to the Board. The Risk Management Committee, together with our Technology Committee are also responsible for overseeing the Company's approach to managing cybersecurity risks. The Risk Management Committee met four times during the past fiscal year.
Nominating and Governance Committee. The Nominating and Governance Committee during fiscal year 2024 consisted of Messrs. Talbot - Chair, Graham, and Shuster and Ms. Hampel. The Nominating and Governance Committee is responsible for establishing and overseeing the general responsibilities and functions of the Board, to assist the Board in identifying and qualifying individuals to serve as directors and to approve candidates to be recommended for nomination to the board and establishing succession planning for the Board and senior management. The Nominating and Governance Committee met two times during the past fiscal year.
Technology Committee. The Technology Committee consists of Messrs. Singh - Chair, Talbot, Bice and Singleton. The primary responsibility of the Technology Committee is to provide ongoing review, guidance and oversight of the Company's technology in its business activities and operations, including overseeing, with the Risk Management Committee, the Company's approach to cybersecurity risks. The Technology Committee met four times during the past fiscal year.
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Board Leadership Structure and the Board's Role in Risk Oversight
The leadership structure of the Board currently consists of an independent Chairman of the Board, Mr. Stephen Graham. Mr. Beardall serves as the Vice Chairman of the Board and supports the Chairman with duties as assigned.
The Company's Board endorses the view that one of its primary functions is to protect shareholders' interests by providing effective oversight of management, including the Chief Executive Officer. With the increasing amount of responsibility placed on our Board of Directors, the Company determined it would be beneficial to have a separate chairman whose sole job was leading the Board. Accordingly, in 2017 the Board separated the positions of Chairman of the Board and the Chief Executive Officer. The Board Chair's role includes supervising the carrying out of the policies adopted or approved by the Board and guiding the Company's strategic direction. However, the Board does not believe that mandating a particular structure is necessary to achieve effective oversight, and the Board retains the authority to modify this structure when and if appropriate in the best interest of our shareholders.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces a number of risks, including credit risk, interest rate risk, liquidity risk, operations risk, regulatory risk, strategic risk and reputational risk. The Board is responsible for establishing the Company's risk appetite and setting appropriate risk policies and the the Risk Management Committee assist the Board in fulfilling this important role. Management is responsible for managing the Company's risks on a day-to-day basis.
The Risk Management Committee is responsible for providing ongoing review, guidance and oversight of the Company's enterprise risk management function. The Risk Management Committee oversees management’s efforts to identify, analyze, measure, mitigate, track, prioritize and monitor risks. The Company's Chief Risk Officer (“CRO”) chairs the Enterprise Risk Management Committee, a management-level committee that is responsible for executing the risk management framework adopted by the Board. The CRO reports directly to the Risk Management Committee. On at least a quarterly basis, the Company’s CRO, Chief Financial Officer, Chief Information Officer, Chief Information Security Officer, Chief Credit Officer, and other members of management report directly to the Risk Management Company to provide reporting on risk levels, key risks, emerging risks and the Company’s compliance with the risk management framework, risk limits and risk appetites adopted by the Risk Management Committee.
In addition, the Manager of the Company's Internal Audit Department reports directly to, and meets regularly with, the Audit Committee. The Loan Review Department reports directly to, and meets regularly with, the Risk Management Committee. Executive Management attends all board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. Executive Management and the Board work together to provide strong oversight of the Company's management and affairs through its standing committees, Board meetings and Independent director meetings.
Selection of Nominees for the Board
The Nominating and Governance Committee considers candidates for director suggested by its members, other directors of the Company, as well as management and shareholders. The Nominating and Governance Committee may also solicit prospective nominees. In addition, nominees for election as director may be obtained in connection with acquisitions by the Company. A shareholder who desires to recommend a prospective nominee for the Board should notify the Company's Corporate Secretary or any member of the Nominating and Governance Committee in writing with whatever supporting material the shareholder considers appropriate. The Nominating and Governance Committee also considers whether to nominate any person recommended pursuant to the provision of the Company's Amended and Restated Bylaws relating to shareholder nominations, which is described under “Shareholder Nominations” below. The Nominating and Governance Committee has the authority to retain a third-party search firm to help identify and evaluate potential nominees.
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Director Qualifications
The Company's directors bring a wealth of skills and experience from both previous board service and professional and executive positions held, as follows:
| Director | Banking & Financial Services | Accounting & Finance | Cybersecurity | Legal / Regulatory | Risk Management | Executive Leadership | Human Capital | ||||||||||||||||
| R. Shawn Bice | l | l | l | l | |||||||||||||||||||
| Linda S. Brower | l | l | l | ||||||||||||||||||||
| Stephen M. Graham | l | l | l | l | |||||||||||||||||||
| David K. Grant | l | l | l | l | l | ||||||||||||||||||
| Sylvia R. Hampel | l | l | l | ||||||||||||||||||||
| S. Steven Singh | l | l | l | l | l | ||||||||||||||||||
| Brad M. Shuster | l | l | l | l | l | l | l | ||||||||||||||||
| Sean B. Singleton | l | l | l | l | l | l | |||||||||||||||||
| Randall H. Talbot | l | l | l | l | l | l | |||||||||||||||||
| M. Max Yzaguirre | l | l | l | l | l | l | l | ||||||||||||||||
| Brent J. Beardall | l | l | l | l | l | l | |||||||||||||||||
In making recommendations for nominees to the Board, the Nominating and Governance Committee reviews and considers the qualifications, strengths and abilities of the potential candidate for nomination. In deciding whether to recommend the re-nomination of an incumbent director whose term is expiring at an upcoming meeting or the nomination of new directors who may have previously served as officers of WaFd, Inc., the Nominating and Governance Committee considers their prior performance as directors of the Company in addition to the candidates' other qualifications. For new candidates, the review process may require additional evaluation and consideration.
The Nominating and Governance Committee works with the Board to identify the particular qualities and abilities that WaFd, Inc. seeks in its directors generally, and the mix of experience, expertise and attributes that are sought or required for the Board as a whole. Desirable personal qualities include integrity, business acumen and industry knowledge. Accordingly, the Board in selecting nominees will consider criteria such as financial, regulatory, technology and business experience; familiarity with, and participation in local communities served by the Company; integrity, honesty and reputation; dedication to the Company and its shareholders; and any other factors the Board deems relevant, including age, diversity, size of the Board and regulatory disclosure obligations. All candidates for nomination are evaluated against these target qualities and attributes, as well as the Board's particular needs at the time.
Environmental, Social and Governance ("ESG") Matters
The Company's social and environmental responsibilities arise from the impact of its activities on the people we serve and the communities in which we operate. The Board is committed to overseeing the Company's corporate responsibility strategy, and providing oversight of the Corporate Social & Environmental Responsibility Policy. This can be found on our website at www.wafdbank.com/about-us/investor-relations/corporate-governance.
Throughout the Company's history, we have focused on giving back to the communities we serve through volunteerism and charitable contributions with a focus on financial literacy, housing and community development and social services for seniors, youth and low-income families. Key data and metrics regarding these matters can be found within our annual Corporate Responsibility -- Environmental, Social, and Governance Report which can be found at www.wafdbank.com/about-us/investor-relations/csr.
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Board Diversity Discussion and Analysis
The Board believes a Board that is comprised of Directors with diverse skills and experiences relevant to the Company’s industry will result in efficient and competent oversight of our organization. When considering potential Director candidates for the Board, the Nominating and Governance Committee retains flexibility to consider such factors as it deems appropriate under the given set of circumstances, including the individual’s experience in areas relevant to the Company’s industry, the general business or other experience of the candidate, the needs of the Company for an additional or replacement Director, the personality of the candidate as well as numerous other subjective criteria. Although the Board does not have a formal policy with respect to Board diversity, it considers the diversity of its Directors when selecting new Director candidates and it strives to constitute the Board with Directors who will provide the Company with a variety of perspectives, cultural sensitivity, life experiences, skills, expertise, and sound business understanding and judgment derived from a broad range of business, financial, technology, professional and governmental experiences. Understanding the value of gender and ethnic diversity, the Board will consider qualified women and individuals from minority groups to include in the group of Director candidates. Historically, Board policy indicated a Director is not eligible to be nominated for election to the Board following the date that he or she turns 72 years of age. Although this policy promotes refreshment of the Board, providing more vacancies and therefore more opportunities to add diversity to the Board, the Board revised the policy to provide that nominations can be made for re-election of a director who has reached the age of 72 if such re-nomination is in the best interests of the Company and its shareholders. The Board believes evaluating and selecting Director candidates based on the aforementioned criteria will enhance the quality of the Board’s deliberations and decisions, help the Company achieve its business objectives and increase shareholder value.
Board Matrix. The matrix below summarizes the diversity, tenure, and other attributes that our director and director nominees bring to our Board of Directors. To see our Board Diversity Matrix as of September 30, 2023, please see our proxy statement filed with the SEC on December 20, 2023.
| Board Diversity Matrix | |||||||||||
| Total Number of Directors: 11 | |||||||||||
| Part I: Gender Identity | Female | Male | Not Disclosed | ||||||||
| Directors | 2 | 9 | — | ||||||||
| Part II: Demographic Background | |||||||||||
| African American or Black | — | 2 | — | ||||||||
| Hispanic or Latinx | 1 | 1 | — | ||||||||
| Asian | — | 1 | — | ||||||||
| White | 1 | 4 | — | ||||||||
| Two or More Ethnicities | — | 1 | — | ||||||||
Director Retirement
As discussed above, the Board has adopted a director retirement policy that provides that no person will be nominated by the board of directors to serve as a director following the date he or she turns 72 years of age unless the Nominating and Governance Committee believes continued service is in the best interests of the Company and its shareholders.
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Shareholder Nominations
Pursuant to Article IV, Section 4.15 of the Company's Second Amended and Restated Bylaws, shareholders may nominate persons for election to the Board by submitting such written nominations to the Secretary of the Company at least ninety (90) days prior to the anniversary date of the mailing of proxy materials by the Company in connection with the immediately preceding Annual Meeting of Shareholders of the Company. The Secretary of the Company will promptly forward all nominations to the Nominating and Governance Committee. Such shareholder's notice shall set forth: (a) the name and address of the shareholder making the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and (e) the consent of each nominee to serve as a director, if elected. Once the Nominating and Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements set forth in the Company's Bylaws, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the Board. If a nomination is made in accordance with applicable requirements, then ballots will be provided for use by shareholders at the shareholder meeting bearing the name of such nominee or nominees. No nominations for election as a director at the upcoming Annual Meeting were submitted to the Company in accordance with the foregoing requirements.
Communications with the Board
The Board provides every shareholder the ability to communicate with the Board as a whole and with individual directors on the Board. Shareholders who wish to do so may send written communications to the following address: Board of Directors-Shareholder Communications, c/o Secretary, 425 Pike Street, Seattle, Washington 98101. The Secretary will forward such communication to the director or directors to whom they are addressed.
Code of Conduct and Ethics
The Company maintains a Code of Ethics and Business Conduct that covers all directors, officers and employees of WaFd and its subsidiaries. The Code of Ethics requires, among other things, that the directors, officers and employees exhibit and promote the highest standards of honesty and ethical conduct; avoid conflicts of interest; comply with laws, rules and regulations; and otherwise act in the best interest of the Company and its subsidiaries. In addition, the Code of Ethics provides additional requirements for Senior Financial Officers that imposes specific standards of conduct on persons with financial reporting responsibilities at the Company. Each senior financial officer of the Company, including its Chief Executive Officer and Chief Financial Officer, is required to annually certify in writing his or her compliance during the prior year with the Code of Ethics. A copy of the Employee Code of Ethics and Business Conduct can be viewed on WaFd's website at www.wafdbank.com/about-us/investor-relations/corporate-governance. A waiver of such codes for an executive officer or director may be made only by the Board and must be promptly disclosed as required by SEC or NASDAQ rules. The Company will disclose any such waivers, as well as any amendments to the code on its website. No such waivers were requested or granted during 2024.
Compensation Committee Interlocks And Insider Participation
No member of the Compensation Committee was an employee or former employee of the Company or any of its subsidiaries except for Ms. Brower, who retired from the Company in 2016. During fiscal 2024, none of the Company's executive officers served as: (1) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity one of whose executive officers served on the Compensation Committee; (2) a director of another entity one of whose executive officers served on the Compensation Committee; or (3) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director on the Company's Board.
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Related Person Transactions
In accordance with its written charter, the Audit Committee reviews, approves and ratifies any newly originated related person transaction. The term “related person transaction” refers to any transaction required to be disclosed in the Company's filings with the SEC pursuant to Item 404 of Regulation S-K. In considering any related person transaction, the Audit Committee considers the facts and circumstances regarding such transaction, including, among other things, the amounts involved, the relationship of the related person (including those persons identified in the instructions to Item 404(a) of Regulation S-K) with the Company and the terms that would be available in a similar transaction with an unaffiliated third-party. The Audit Committee also considers its fiduciary duties, obligations under applicable securities law, including disclosure obligations and director independence rules, and other applicable law in evaluating any related person transaction. The Audit Committee reports its determination regarding any related person transaction to the Company's Board. All new related person transactions are approved by a majority of the disinterested members of the Board and reported to the Audit Committee.
The Company's wholly-owned subsidiary, Washington Federal Bank, dba WaFd Bank (the "Bank") will from time to time make loans to directors, executive officers and employees at prevailing market interest rates. Such loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Bank or the Company and that do not involve more than the normal risk of collectability or present other unfavorable features. As of September 30, 2024, there are fifteen loans outstanding to, or guaranteed by, members of the Board of Directors. The loans were made at market terms to the directors or their affiliates. The loans are performing in accordance with their contractual terms.
The Company is also subject to Regulation O of the Board of Governors of the Federal Reserve System, 12 C.F.R. § 215, which governs extensions of credit by the Company to its executive officers and directors, and has in place a Regulation O policy to ensure any extension of credit to an executive officer or director is in compliance with the requirements of Regulation O. The policy requires that all extensions of credit to executive officers or directors be approved by a majority of the disinterested members of the Board of the Company prior to origination.
The Company regularly monitors its business dealings and those of its directors and executive officers to determine whether any existing or proposed transactions would require proxy disclosure under Item 404(a) of Regulation S-K. In addition, our Code of Ethics requires the directors and executive officers to notify the Company of any relationships or transactions that may present a conflict of interest, including those involving family members. If a transaction is identified, the Company determines if the transaction should be permitted and the disclosure required.
Steve Singh, a director of the Company, is a Managing Director of Madrona Venture Group ("Madrona") and may be considered to be in control of Madrona Venture Group and its related subsidiaries. In November 2022, the Company entered into an agreement with certain subsidiaries of Madrona Venture Group to form a technology company called Archway Software, Inc. ("Archway"). Archway develops and sells technology and software products and services for financial institutions, including the Bank. As part of the formation of Archway, the Company contributed its ownership interests in the Bank’s technology subsidiary, Pike Street Labs, LLC, including its related intellectual property, and committed to make an $8 million investment in Archway, in return for shares of Archway equity. In November 2024, the Company made an additional f $3 million investment in Archway, which may be increased by an addition $2 million upon certain conditions,into Archway in return for shares of Archway equity. After this transaction, the Company owns approximately 28% of Archway on a fully diluted basis, and the subsidiaries of Madrona Venture Group collectively own approximately 25% of Archway. The remaining ownership percentages are vested with another investor, Archway employees, and held in a reserve option pool. Prior to consummating the November investment in Archway, the Audit Committee and disinterested members of the Company’s Board unanimously approved the transaction.
In September 2024, Archway entered into a transaction to acquire Stratify Technologies, Inc. ("Stratify") a Delaware corporation in the business of financial planning and analysis software. Steve Singh, a director, sits on the board of Stratify, and Madrona has an ownership interest in Stratify and both were involved in the negotiation of the transaction. As a shareholder in Archway, the Company was asked to approve this acquisition and could be deemed to benefit from this transaction. The Company believes that the terms of this Archway transaction are comparable to terms that would have been reached by unrelated parties in an arms-length transaction.
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REPORT OF THE AUDIT COMMITTEE
The following “Report of the Audit Committee” shall not be deemed incorporated by reference by any general statement incorporating this Proxy Statement into any filing under the Securities Act of 1933 (the "Securities Act") or under the Exchange Act of 1934 (the "Exchange Act"), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.
The Audit Committee performs a critical role in the Company's financial reporting system by overseeing and monitoring management's and the independent auditor's participation in the financial reporting process. The Audit Committee is governed by a charter adopted by the Board. A copy of the Audit Committee's charter is available on the Company's website at www.wafdbank.com/about-us/investor-relations/corporate-governance.
The Audit Committee is comprised solely of independent directors as defined by NASDAQ listing standards and Rule 10A-3 of the Securities and Exchange Act of 1934. Chairman Grant and Committee members Singleton and Yzaguirre have sufficient knowledge in financial and auditing matters to understand the Company's financial reports to serve on the Audit Committee and have been designated by the Board as “Audit Committee Financial Experts” in compliance with the criteria established by the SEC.
During the fiscal year ended September 30, 2024, the Audit Committee carried out the duties and responsibilities as outlined in its charter, including the following:
•Reviewed and discussed with management and the independent auditors the Company's audited financial statements for the fiscal year ended September 30, 2024 prior to the filing of such report with the SEC;
•Discussed with the independent registered public accountant the matters required to be discussed in accordance with the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
•Reviewed and received the written disclosures and the letter from the independent registered public accountant as required by the applicable requirements of the PCAOB regarding the independent accountant's communication with the audit committee concerning independence and discussed with the independent registered public accountants their independence.
Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in WaFd's Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
The Audit Committee also has selected Deloitte & Touche, LLP as the independent registered public accounting firm for fiscal year 2025 as more fully described in this Proxy Statement under the caption “Proposal 4: Ratification of appointment of independent auditors.”
AUDIT COMMITTEE
David K. Grant, Chairman
Linda S. Brower
Sylvia R. Hampel
Sean B. Singleton
M. Max Yzaguirre
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
The Board appoints annually the Compensation Committee, which is responsible for establishing and overseeing the Company's executive compensation programs, including the following:
•Annually reviewing and recommending to the Board executive compensation, including the compensation of the CEO and other Named Executive Officers, including base salaries, incentive awards and equity-based awards;
•Overseeing and administering the Company's short-term incentive compensation plans;
•Overseeing and administering the Company's long-term, equity-based compensation plans;
•Overseeing the Company's 401(k) and other benefit plans;
This discussion in this Compensation Discussion and Analysis (“CD&A”) focuses on our CEO, CFO and the three most highly compensated executive officers (other than our CEO and CFO) for the past fiscal year. These officers are collectively referred to herein as our Named Executive Officers, or "NEOs."
For fiscal year 2024, our NEOs were as follows:
•Brent J. Beardall, President and Chief Executive Officer
•Kelli J. Holz, Executive Vice President and Chief Financial Officer
•James A. Endrizzi, Executive Vice President and Chief Commercial Banker
•Ryan M. Mauer, Executive Vice President and Chief Credit Officer; and
•Kim E. Robison, Executive Vice President and Chief Operating Officer
On behalf of the Board, the Compensation Committee seeks to assure that compensation paid to the NEOs, including the CEO, is fair, reasonable and competitive, and is linked to protecting and increasing shareholder value.
Executive Compensation Philosophy
The Board and its Compensation Committee believe the intent of executive compensation and the Company's benefit programs is to both encourage and reward behaviors that ultimately contribute to the achievement of the Company's strategic goals and produce maximum value to its shareholders over the long term. The following core principles are used to guide decisions regarding these programs:
•Executive compensation must be competitive with relevant markets where the Company competes for employees, to ensure that the Company is able to attract, retain and motivate top performing executive officers;
•The interests of executives should be aligned with those of the Company's shareholders;
•Incentives are to be provided to promote the achievement of operating goals as a step toward fulfilling long-term strategic objectives;
•Rewards should be linked to both company-wide performance and individual performance;
•Executive compensation should be perceived to be fair by parties with interests in the Company's success; and
•Programs must be designed to ensure that the Company is not exposed to excessive risks.
To achieve the objectives of the organization within the parameters of these core principles, the Board and its Compensation Committee have determined that the Company's executive compensation program should consist of the following elements:
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•Base Salary - Base pay opportunities are competitive with other relevant organizations in the markets where the Company competes for employees. Individual pay determinations involve consideration of incumbent qualifications and performance.
•Short-Term Incentives - Executive management has a significant portion of competitive targeted annual cash compensation at risk. 65% is contingent upon meeting predefined profitability goals and 35% is determined at the discretion of the Board. This contingent portion is structured as a profit-sharing plan rather than a bonus plan tied to individual performance measures since the NEOs have broad responsibilities. This ensures that executives are rewarded with a short-term bonus when the Company's profitability goals are achieved.
•Long-Term Incentives - Executive management has a significant portion of its competitive total compensation opportunity linked to increases in shareholder value.
•Benefits - The Company assists executive management in meeting important needs such as retirement income, health care, survivor income, disability income, time-off and other needs through competitive, cost-effective, organization-sponsored programs that provide employees with reasonable flexibility in meeting their individual needs.
Decisions regarding the Company's executive compensation program, as well as individual pay decisions, are made in the context of the Company's principles and its ability to pay, as determined by its financial results.
Role of the Compensation Committee
The Compensation Committee is responsible for, among other things, developing executive compensation recommendations for approval by the Board. As part of its responsibilities, the Compensation Committee reviews and establishes compensation for all of the Company's executive officers and reviews these decisions with the Board as appropriate.
The Compensation Committee is comprised entirely of directors who meet the independence requirements as defined by applicable NASDAQ rules and are deemed “non-employee directors” under Rule 16b-3 of the Exchange Act, as amended.
A key objective of the Compensation Committee is to further the core compensation principles described above through a compensation structure comprised of base salary and long-term and short-term incentive-based compensation. Since the majority of total compensation is incentive based, a direct link is established between executive compensation and the long-term performance of WaFd.
In making its recommendations to the Board concerning executive compensation, the Compensation Committee reviewed relevant market data on the financial performance of both national and regional financial institutions, specifically banks, which the Company views as its peer group. Such data is used as a point of reference but is not the deciding factor in establishing appropriate compensation for executive officers of WaFd, due to the variety of circumstances, financial performance, geography and business plans of the peer group institutions.
The Compensation Committee has the authority to directly engage outside consultants to assist with any evaluation of executive compensation. The Committee retained Pearl Meyer as its outside independent compensation consultant during 2024. Newport Retirement Services was retained in 2022 to advise on and assist with the administration of the Deferred Compensation Plan and the SERP and continue to perform those functions.
Benchmarking
Peer group benchmarking is used as one data point by the Compensation Committee in making executive compensation decisions. To determine competitiveness in the Company's market, the Compensation Committee was provided with a detailed analysis of proxy statements from 20 peer group companies. The Company's peer group for the 2024 fiscal year analysis consisted of similarly sized financial institutions (the "Peer Group"), which were as follows:
Ameris Bancorp, Associated Banc-Corp, Atlantic Union Bankshares Corp., Bank of Hawaii Corporation, BankUnited, Inc., Cadence Bank, Cathay General Bancorp, Columbia Banking System, Inc., Eastern Bankshares, Inc., F.N.B. Corporation, Fulton Financial Corporation, First Hawaiian, Inc., First Interstate BancSystem, Inc., Glacier Bancorp, Inc., Heartland Financial USA, Inc., Home BancShares, Inc., Old National Bancorp, Pacific Premier Bancorp, Inc., PacWest Bancorp, Simmons First National Corporation, SouthState Corporation, United Bankshares, Inc., and United Community Banks, Inc.
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Total Compensation
Total executive compensation is tied to performance and is structured to ensure focus on financial results, shareholder return, individual performance, and the responsibility and experience of executive officers.
In considering fiscal year 2024 the Compensation Committee concluded that the pay positioning and overall compensation levels of the Company’s NEOs were within competitive norms. At the Annual Meeting for fiscal year 2023, the advisory shareholder vote on executive compensation was 94.75% in favor. Based on these results, and the historical advisory shareholder votes on the compensation of NEOs, the Compensation Committee did not recommend any significant changes to the Company’s executive compensation philosophy for fiscal year 2024.
The Compensation Committee of the Board evaluates the individual performance of the NEOs based primarily on the specific contributions of each NEO to the accomplishment of the following qualitative and quantitative criteria. For the NEOs other than the CEO, the Compensation Committee relies upon the recommendations of the CEO based on his interactions with, and assessment of, performance of each executive. These positions include Chief Financial Officer ("CFO"), Chief Credit Officer ("CCO"), Chief Consumer Banker (“CConsB”), Chief Commercial Banker (“CCommB”) and Chief Operating Officer ("COO"):
| CEO | CFO | CCO | CConsB | CCommB | COO | |||||||||||||||
| Asset and liability management | x | x | ||||||||||||||||||
| Asset generation | x | x | x | |||||||||||||||||
| Asset quality | x | x | x | x | x | |||||||||||||||
| Client service & external relations | x | x | x | x | x | x | ||||||||||||||
| Compliance with laws and regulations | x | x | x | x | x | x | ||||||||||||||
| Deposit mix | x | x | x | x | x | |||||||||||||||
| Financial performance | x | x | x | x | x | x | ||||||||||||||
| Human capital development | x | x | x | x | x | x | ||||||||||||||
| Internal Controls | x | x | x | x | x | x | ||||||||||||||
| Investment portfolio | x | x | ||||||||||||||||||
| Leadership & internal communications | x | x | x | x | x | x | ||||||||||||||
| Strategic planning | x | x | x | x | x | x | ||||||||||||||
The Compensation Committee chose these criteria to ensure integration and alignment of individual performance with the Company's performance. The criteria for the CEO are most closely linked to the Company's objectives since the Chief Executive Officer bears overall responsibility for the Company's success. Criteria for the other NEOs differ based on each officer's ability to contribute to the Company's performance.
The Company's compensation policies do not employ a specific formulaic approach for evaluating or adjusting individual NEO compensation. Job performance and compensation of the CEO is subjectively determined by the Compensation Committee taking into account the broad criteria set forth above. Job performance and compensation of the other NEOs is subjectively determined by the CEO and reviewed with the Compensation Committee taking into account the broad criteria set forth above.
In order to align executive compensation with shareholder interest, it is the philosophy of the Board that the majority of NEO potential compensation be incentive-based and at-risk. In 2024, 64% of the CEO’s total potential compensation was at-risk, while the total potential at-risk compensation was 54% for the other NEOs who served in their role for the full fiscal year 2024. Total compensation paid and earned by each NEO in fiscal 2024 was consistent with the Company's financial performance, the individual performance of each NEO, the responsibilities and experience of the NEO, market conditions, and shareholder returns.
Risk Assessment
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The Board and the Compensation Committee believe that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The following features of the Company’s compensation program helps ensure that management performance is focused on long-term stockholder value creation, while minimizing exposure to unnecessary or excessive risk-taking:
•Base compensation is fixed at levels competitive with other relevant organizations in the markets where the Company competes for employees, is not subject to performance risk and, for non-executive employees, constitutes the largest part of their total compensation;
•Variable or incentive compensation for our NEOs is appropriately balanced between short and long-term incentives;
•Annual incentive awards are tied to Company annual profitability objectives, with caps on payout amounts;
•Long-term incentive awards are both time-based and performance-based equity awards that generally vest over several years and align our NEOs’ interests with those of our shareholders, with caps on payout amounts.
Elements of Compensation
Base Salary
Base salaries for the NEOs are determined based on job responsibilities, level of experience and individual performance. In making its recommendations to the Board, the Compensation Committee reviews market data with respect to the Company's Peer Group to assess the competitiveness of the base salary of the NEOs. Such information is used as a point of reference, however, it is not the deciding factor in establishing appropriate base salaries due to the lack of precise comparability.
Merit pay adjustments to base salary are considered annually for each NEO. When making adjustments to the base salary of the CEO, the Compensation Committee considers the job performance and contribution to the successful operation of the Company by the CEO. When making adjustments to the base salaries of the other NEOs, the Compensation Committee relies upon the recommendation of the CEO based on his knowledge of and the performance of each of the NEOs. Executive base salaries are intended to be at levels that will attract, retain and motivate the necessary management expertise to successfully execute the Company's business plan, but are not targeted at specific levels.
In determining individual base salary adjustments, the Compensation Committee also considered the contributions of each NEO to the success of the Company and salaries for comparable positions at other institutions.
Annual Incentive Compensation
An annual incentive compensation program has been established for the NEOs. Eligibility for the annual incentive program is restricted only by excluding employees who are not in good standing with the Company. All NEOs were, and are, in good standing with the Company. Consistent with the overall compensation philosophy of linking incentive awards to Company-wide and individual performance, the incentive plan is designed to provide performance-based annual cash compensation based on the achievement of annual performance targets approved by the Compensation Committee with the concurrence of the Board.
A short-term incentive compensation plan (“Short-term Incentive Plan”) was established for the NEOs by the Compensation Committee for fiscal 2024. 65% of the Short-term Incentive Plan was structured as a profit-sharing plan that would provide an incentive compensation opportunity for the NEOs if the Company achieved its annual profitability objectives. The additional 35% is awarded at the Board's discretion. For NEOs other than the CEO, the incentive opportunity under the Short-term Incentive Plan ranged from 0% to 100%, with a targeted payout (the “Target”) equal to 75% of base salary. The incentive opportunity for the CEO ranged from 0% to 150% of base salary, with a targeted payout equal to 112% of base salary.
For non-CEO NEOs, 65% of the Short-term Incentive Plan opportunity for 2024 was based on earnings per share (“EPS”) levels that were pre-established by the Compensation Committee. For the CEO, this target is 100% of the Short-term incentive. The threshold EPS level was established at $2.09, with a target EPS of $2.32, and a maximum level of $2.44. No bonus would be payable to any NEO if the threshold was not met. During 2024, the Company earned net income available to common shareholders of $185,416,000, resulting in an EPS of $2.50, which exceeded the maximum level. Based on the formula established by the Compensation Committee, the NEOs earned the maximum bonus payout under the Short-term Incentive Plan EPS targets.
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The Short-term Incentive Plan also includes a discretionary component. The Compensation Committee recommended to the Board of Directors a 35% discretionary component for Ms. Holz and Ms. Robison for fiscal 2024. This bonus was approved by the full Board of Directors.
In the past 3 fiscal years, Short-term Incentive payouts have ranged from 35% - 100% of base salary for NEOs, with the exception of the current CEO, whose payouts during that time ranged from 0% - 150% of base salary. Actual payouts averaged 70% of base salary for the NEOs and averaged 83% of base salary for the CEO during that period.
Long-Term Incentives
Long-term equity incentives, primarily restricted stock awards and performance shares granted under the shareholder-approved 2020 Incentive Plan, are intended to focus the efforts of NEOs on activities that are necessary to ensure the Company’s long-term success, as reflected in an increase in the Company’s stock price over a period of years. In fiscal 2024, each of the NEOs received an award of restricted stock and performance shares. For all NEOs, the mix of awards was 36% in restricted stock and 64% in restricted performance shares. The restricted stock vests over a three-year period, conditioned upon continued employment.
The restricted performance shares vest in proportional amounts over a three-year period, conditioned upon continued employment and subject to meeting certain total shareholder return targets pre-established by the Compensation Committee. For performance shares granted in fiscal 2024, the performance criteria require a total annual shareholder return of 8% for a 25% eligible share payout; a total annual shareholder return of 9% for a 50% eligible share payout, a total annual shareholder return of 10% for a 75% eligible share payout and a total annual shareholder return of 11% or greater for a 100% eligible share payout. If total annual shareholder return is less than 9%, none of the performance shares eligible for vesting that year are earned. Based on the total shareholder return of 40.9% for 2024, the NEOs earned 100% of their share allocations related to the eligible fiscal year 2021, 2022 and 2023 performance share grants.
The Compensation Committee determined the amount of awards for each NEO on an individual basis based on its subjective assessment of each NEO's relative performance and value to the organization, taking into consideration the recommendations of the Chief Executive Officer for the other NEOs, and taking into consideration the goal of the Compensation Committee that the majority of each NEOs compensation be at-risk. The Compensation Committee confirms achievement of the performance-based awards in October of each year based on the prior fiscal year’s performance and grants new awards based on the new performance goals set by the Compensation Committee.
The Board believes that these long-term incentive awards help align the interests of WaFd's executives with those of its shareholders through potential stock ownership. Future awards to the NEOs may include a contingent award that will also be earned over multiple years based upon performance criteria consistent with the terms of the Company's Stock Incentive Plan. The Compensation Committee and the Board consider stock awards to be a key piece of executive compensation and reviews the appropriateness of such awards annually in light of performance.
Clawback Policy
The Compensation Committee adopted a Clawback Policy, effective October 2, 2023, in accordance with Rule 10D-1 of the Securities Exchange Act of 1934 and NASDAQ listing standards. The Clawback Policy applies to current and former executive officers of the Company, including the Named Executive Officers, and will be administered by the Compensation Committee. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, it is the Company's policy to recover any erroneously awarded incentive-based compensation received by its executive officers. Erroneously awarded incentive-based compensation includes any amount of incentive based compensation received by an executive officer that exceeds the amount that otherwise would have been received if it been determined based on restated amounts. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise cause or contributed to the requirement for a restatement.
Change in Control Agreements
In order to provide market-competitive compensation packages and to thereby attract and retain the Company's executives, the Company has entered into change of control agreements with its NEOs, which offers severance and change of
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control benefits to such executives if they are terminated in connection with a change of control event. See Potential Payments Upon Termination or Change in Control below.
Perquisites
In fiscal 2024, perquisites were provided to certain executive and senior officers. Perquisites are given to executive and senior officers based upon their role in the Company and the business advantage gained by the use of perquisites. The Company provided the following perquisites to NEOs:
The Company provided Supplemental Long-Term Disability coverage to all NEOs that provides for $4,000 in monthly income in the event a long-term disability is suffered and prevents continued employment. The annual benefit cost was approximately $1,400 for each policy.
NEOs, except Ms. Holz and Mr. Endrizzi, were also provided with a Supplemental Long-Term Care policy. The annual cost of the coverage was approximately $1,500 per person.
Mr. Beardall, Ms. Cooper and Ms. Robison received membership to a downtown club that was used for business-related marketing. The annual cost to the Company of each membership was approximately $6,500.
Parking is also provided for each NEO, except for Mr. Endrizzi and Mr. Mauer, at a cost of approximately $4,000 per year. Disclosure of these perquisites are included in the Summary Compensation Table under “Other.”
Retirement Plans
401(k) Plan
The Washington Federal Bank 401(k) Plan (referred to as the "Retirement Plan") is a defined contribution plan in which all employees of the Company's operating bank subsidiary with over 1,000 hours worked during the calendar year are eligible to participate, including our NEOs. In fiscal 2024, the Company has contributed 3% of an employees' eligible base salary into the plan on his or her behalf. Company contributions vest ratably over six years; after six years of consecutive employment all contributions are 100% vested.
During fiscal 2024, the Company contributed 3% of each NEO's eligible base salary into the Retirement Plan. These amounts are included in the Summary Compensation Table under “All Other Compensation.” Amounts exceeding IRS "Top-Heavy” rules are paid directly to the affected executive on a pre-tax basis.
The Company also has a guaranteed safe harbor matching contribution equal to 100% of the first 4% of compensation that employees (including NEOs) contribute to their account. In addition to this match being guaranteed, all safe harbor matching contributions are immediately vested. The match is not subject to the six-year vesting schedule of the current profit-sharing contribution and provides participants more investment flexibility. The Company anticipates that in the future, all eligible employees will continue to receive an annual discretionary profit-sharing contribution from the Company, which is subject to a cap equal to 3% of eligible compensation.
WaFd Bank Deferred Compensation Plan
The purpose of the WaFd Bank Deferred Compensation Plan is to attract and retain key employees by providing them with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Deferred Compensation Plan is a non-qualified deferred compensation plan that is not intended to meet the qualification requirements of Internal Revenue Code (IRC) Section 401(a), but is intended to comply with the “top hat pension plan” requirements of the Employee Retirement Income Security Act of 1974, as amended, and to meet the requirements of IRC Section 409A, and will be operated and interpreted consistent with that intent.
Under the Deferred Compensation Plan, unless otherwise specified by the Bank in the election form, Participants may elect to defer a minimum of 5% and a maximum of 75% of their base compensation, and a minimum of 5% up to a maximum of 90% of bonus, commissions or other compensation earned by the participant during a plan year. The Bank may also, in its sole discretion, provide each participant with discretionary contributions. Such Bank discretionary contributions, if paid, may take the form of “make-up” matching contributions, at the same matching contribution rate provided under the Washington Federal Bank 401(k) plan with respect to deferrals under the Deferred Compensation Plan that reduce 401(k) plan compensation below the limitation set forth in IRC Section 401(a)(17), “supplemental” matching contributions, at the same
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contribution rate provided under the 401(k) plan with respect to compensation deferred above the compensation limit set forth in IRC Section 401(a)(17) or “supplemental non-elective contributions” at the same matching contribution rate provided under the 401(k) plan with respect to compensation above the compensation limit set forth in IRC Section 401(a)(17). Make-up and supplemental matching and non-elective contributions based on the 401(k) plan contributions vest at the same rate provided under the 401(k) profit sharing plan. All Bank contributions become 100% vested, if while employed, a Participant dies, becomes disabled (as defined in Treas. Reg. Sec. 1.409A-1(e)(1)), or the Bank experiences a Change in Control. Amounts in a participant’s Deferred Compensation Plan account that are attributable to participant compensation deferrals are always fully vested. The unvested portion of a participant’s account is generally forfeited upon separation from service unless otherwise provided in the participant’s employment agreements.
Each participant’s account balance under the Deferred Compensation Plan is credited periodically with a rate of return (positive or negative) based on the performance of an investment option selected by the Participant.
Participants may elect in accordance with the requirements established under the Deferred Compensation Plan to receive distributions under the Deferred Compensation Plan in the calendar year following the participant’s separation from service, death, or on a specified date, either in a lump sum or, for participants eligible for retirement, in annual installments for up to 10 years. Participants will also be permitted to submit a written request to receive payment of all or any portion of his or her vested accounts upon the occurrence of an unforeseeable emergency, as defined in the Deferred Compensation Plan.
The obligations under the Deferred Compensation Plan are obligations of the Bank, and will represent at all times an unfunded and unsecured promise to pay amounts in the future in accordance with the terms of the Deferred Compensation Plan. Each participant in the Deferred Compensation Plan is an unsecured general creditor of the Bank with respect to deferred compensation obligations. The Bank may also, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Deferred Compensation Plan, and payments under the Deferred Compensation Plan may be paid from the general assets of the Bank or from the assets of any such rabbi trust. Any amounts set aside to defray the liabilities assumed by the Bank under the Deferred Compensation Plan will remain subject to the claims of the Bank’s creditors.
Supplemental Executive Retirement Plan
The WaFd Bank Deferred Compensation Plan also includes a Supplemental Executive Retirement Plan (SERP) benefit. The SERP benefit provides our NEOs with credits of Company Common Stock units which, if vested, will be distributed in the form of WaFd, Inc. common stock following retirement of the executive officer. The right to receive distribution of a SERP benefit is subject to certain vesting conditions as described below. We believe that the SERP benefit is an important component of the benefits package that we offer our executive officers and will assist us in recruiting and retaining qualified executives, particularly those at senior executive levels in advanced stages of their careers. We also believe that the stock based SERP benefit will help further align the interests of our executives with those of our shareholders, by providing additional incentives to our executives to improve our financial performance and increase our profits, and strengthening the mutuality of interest between our executives and our shareholders, including after their retirement.
Eligibility to participate in the SERP is limited to a select group of key management or highly compensated employees who have been notified during an applicable enrollment period of his or her status as an eligible employee (the “SERP Participants”). Currently, there are six employees receiving the SERP benefit under the DCP Plan, including all of our NEOs.
In March 2023 the Company credited to the SERP account of each of our NEOs a number of Company Stock Units equal in value to the product of (i) $150,000 for each executive (other than Mr. Beardall) and $300,000 for Mr. Beardall multiplied by (ii) the number of full years until he or she reaches the age of 64, with each Company stock unit having a value equal to one share of the Company’s common stock, and which, if vested, would be distributed in the form of WaFd, Inc. common stock following the executive officer’s retirement, in ten (10) substantially equal annual installments. Additionally, dividend equivalents with respect to Company Stock Units are credited to a SERP account as additional Company Stock Units, consistent with dividends paid to common shareholders.
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A SERP Participant’s SERP account will vest if the SERP Participant remains employed with the Company as follows:
| Attained Age | Vested Percentage | |||||||||||||
| Before 62 | —% | |||||||||||||
| 62 | 80% | |||||||||||||
| 63 | 90% | |||||||||||||
| 64 | 100% | |||||||||||||
A SERP Participant’s SERP account will become 100% vested in the event of the SERP Participant’s involuntary termination of employment by the Company without Cause, or the SERP Participant’s voluntary termination of employment for Good Reason, as defined in the Deferred Compensation Plan. All SERP Company Contributions, and any other amounts credited to any SERP Participant’s SERP account will be forfeited in the event of the SERP Participants’ termination of employment for Cause or is otherwise not in good standing at the time of termination, regardless of the vested percentage earned under the above schedule. The determination of whether a termination is for Cause or Good Reason is subject at all times to the terms and conditions of any employment agreement to which the SERP Participant is a party.
Upon a SERP Participant’s Separation from Service, defined as the termination of the SERP Participant’s employment with the Company and all affiliates other than on account of death, the vested balance in the SERP Participant’s SERP account will be paid to the SERP Participant in ten (10) substantially equal annual installments, beginning in the calendar year following the calendar year in which the SERP Participant’s Separation from Service occurred, unless the Committee specifies a different payment schedule on or before the date the SERP Participant obtains a legally binding right to his or her initial SERP Company Contribution. If a SERP Participant is a “specified employee” as that term is defined in Code Section 409A (generally, one of the top 50 highest paid officers of the Company and its affiliates), a distribution may not occur until the first day of the seventh month following the Participant’s Separation from Service. In addition, the amount of any distribution and/or the applicable balance in the SERP Participant’s SERP account remains subject to any limitation imposed by the SERP Participant’s employment agreement(s) or the Deferred Compensation Plan as a result of the application of the excess parachute payment rules of Code Section 280G.
Upon the death of a SERP Participant (regardless of whether such SERP Participant is an employee at the time of death), all remaining vested balance of the SERP account shall be paid to the SERP Participant’s beneficiary in a single lump sum no later than December 31 of the calendar year following the year of the SERP Participant’s death.
Other Compensation
The Company provides the Named Executive Officers with benefits of a type offered to all other employees in most respects. The value of these benefits constitutes a small percentage of each executive’s total compensation. Key benefits include paid vacation, and premiums for health insurance.
Other Matters
The Compensation Committee also considers the accounting, tax, and administrative costs of specific executive compensation programs, and seeks to balance the earnings, tax and dilutive impact of executive compensation plans with the need to attract, retain and motivate highly qualified executives. The Compensation Committee also recognizes that regulatory factors can influence the structure of executive compensation programs and takes those into account as appropriate.
Policies and practices for granting certain equity awards
Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its shareholders.
During fiscal year 2024, all grants to executive officers and non-employee directors took the form of restricted stock awards or performance share grants, and the Company did not grant stock options (or similar awards) to any NEO or any non-employee director.
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The Company grants stock options to its employees (other than executive officers) annually after a meeting of the Compensation Committee, and during an open trading window under the Company’s insider trading policy. The Company does not time nor does it plan to time the release of material, non-public information for the purpose of affecting the value of employee compensation.
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REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth in this Proxy Statement with management and, based on such review and discussion, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
Members of the Compensation Committee
Linda Brower, Chairwoman
David K. Grant
Sylvia Hampel
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Summary Compensation Table
The following tables and related narratives present the compensation for the Company's NEOs in the format specified by the SEC for each of the last three fiscal years.
| Name and Principal Position: | Year | Salary | Stock Awards (1) | Option Awards | Non-Equity Incentive Plan Comp. (2) | All Other Comp. (3) | Total | ||||||||||||||||||||||||||||||||||
| Brent J. Beardall President and Chief Executive Officer | 2024 | $ | 975,000 | $ | 1,394,385 | $ | — | $ | 1,462,500 | $ | 198,576 | $ | 4,030,461 | ||||||||||||||||||||||||||||
| 2023 | 975,000 | 1,566,874 | — | — | 3,766,800 | 6,308,674 | |||||||||||||||||||||||||||||||||||
| 2022 | 875,000 | 1,315,205 | — | 1,312,500 | 94,229 | 3,596,934 | |||||||||||||||||||||||||||||||||||
| Kelli J. Holz Executive Vice President and Chief Financial Officer | 2024 | 500,000 | 381,044 | — | 450,000 | 81,539 | 1,412,583 | ||||||||||||||||||||||||||||||||||
| 2023 | 400,000 | 335,428 | — | 138,206 | 1,557,946 | 2,431,580 | |||||||||||||||||||||||||||||||||||
| 2022 | 234,881 | 51,984 | 19,721 | 51,277 | 7,835 | 365,699 | |||||||||||||||||||||||||||||||||||
| James A. Endrizzi Executive Vice President and Chief Commercial Banker | 2024 | 500,000 | 381,044 | — | 292,500 | 158,006 | 1,331,550 | ||||||||||||||||||||||||||||||||||
| 2023 | 400,000 | 419,291 | — | 138,206 | 2,234,286 | 3,191,783 | |||||||||||||||||||||||||||||||||||
| 2022 | 376,500 | 387,924 | — | 376,500 | 97,807 | 1,238,731 | |||||||||||||||||||||||||||||||||||
| Ryan M. Mauer Executive Vice President and Chief Credit Officer | 2024 | 500,000 | 381,044 | — | 292,500 | 91,778 | 1,265,322 | ||||||||||||||||||||||||||||||||||
| 2023 | 400,000 | 419,291 | — | 138,206 | 1,873,311 | 2,830,808 | |||||||||||||||||||||||||||||||||||
| 2022 | 376,500 | 387,924 | — | 376,500 | 43,558 | 1,184,482 | |||||||||||||||||||||||||||||||||||
| Kim E. Robison Executive Vice President and Chief Operating Officer | 2024 | 500,000 | 381,044 | — | 450,000 | 92,174 | 1,423,218 | ||||||||||||||||||||||||||||||||||
| 2023 | 400,000 | 419,291 | — | 138,206 | 1,724,129 | 2,681,626 | |||||||||||||||||||||||||||||||||||
| 2022 | 376,500 | 387,924 | — | 376,500 | 46,654 | 1,187,578 | |||||||||||||||||||||||||||||||||||
(1)Represents the estimated fair value of the restricted stock and restricted performance share grants. Restricted stock grants vest ratably over three years and the fair value is calculated as the market price of the stock on the day of grant multiplied by the number of shares granted. The fair value for performance shares grants is based on a vesting target, which represents the mid-point of the total shareholder return range and an estimated 50% likelihood of achieving that level, and is calculated in accordance with U.S. GAAP. Refer to footnote 3 under the table on page 34 for the maximum possible vesting and value of performance shares. As required by SEC rules these amounts are the fair value on date of grant and may not reflect the amount that will actually be realized by the NEOs. Whether, and to what extent, a NEO will recognize value from each award will depend on Company performance and stock price.
(2)These amounts represent cash incentives earned under the Short-Term Incentive Compensation Plan.
(3)Further descriptions of the amounts set forth under “All Other Compensation” for fiscal 2024 are set forth in the table below. Total amounts for 2023 are larger than previous years disclosed due to the addition of the Company's initial contributions to each NEO's SERP account. These represent the bulk of SERP-related contributions. Smaller future contributions will occur as each NEO receives dividend equivalents. As described in the SERP discussion above, these contributions begin to vest at age 62 and vested benefits are paid over ten years after retirement.
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All Other Compensation Table
| Name and Principal Position: | Year | Retirement Plan Contribution (1) | Non-Qualified Plan Contribution (2) | Other (3) | Total | |||||||||||||||||||||||||||
| Brent J. Beardall President and Chief Executive Officer | 2024 | $ | 68,700 | $ | 120,614 | $ | 9,262 | $ | 198,576 | |||||||||||||||||||||||
| 2023 | 99,000 | 3,657,070 | 10,730 | 3,766,800 | ||||||||||||||||||||||||||||
| 2022 | 88,800 | — | 5,429 | 94,229 | ||||||||||||||||||||||||||||
| Kelli J. Holz Executive Vice President and Chief Financial Officer | 2024 | 28,450 | 50,227 | 2,862 | 81,539 | |||||||||||||||||||||||||||
| 2023 | 33,550 | 1,523,755 | 641 | 1,557,946 | ||||||||||||||||||||||||||||
| 2022 | 7,628 | — | 207 | 7,835 | ||||||||||||||||||||||||||||
| James A. Endrizzi Executive Vice President and Chief Commercial Banker | 2024 | 28,450 | 70,298 | 59,258 | 158,006 | |||||||||||||||||||||||||||
| 2023 | 41,745 | 2,133,283 | 59,258 | 2,234,286 | ||||||||||||||||||||||||||||
| 2022 | 38,508 | — | 59,299 | 97,807 | ||||||||||||||||||||||||||||
| Ryan M. Mauer Executive Vice President and Chief Credit Officer | 2024 | 28,450 | 60,281 | 3,047 | 91,778 | |||||||||||||||||||||||||||
| 2023 | 41,745 | 1,828,519 | 3,047 | 1,873,311 | ||||||||||||||||||||||||||||
| 2022 | 38,065 | — | 5,493 | 43,558 | ||||||||||||||||||||||||||||
| Kim E. Robison Executive Vice President and Chief Operating Officer | 2024 | 28,450 | 55,285 | 8,439 | 92,174 | |||||||||||||||||||||||||||
| 2023 | 41,745 | 1,676,140 | 6,244 | 1,724,129 | ||||||||||||||||||||||||||||
| 2022 | 40,985 | — | 5,669 | 46,654 | ||||||||||||||||||||||||||||
1.Amounts reported represent contributions made directly into the Washington Federal Bank 401(k) Plan as matching contributions, up to the limit as provided in statute. Contributions in excess of this amount are paid directly in cash to the NEO.
2.Amounts reported represent contributions to the Company's Supplemental Executive Retirement Plan in the form of Company Stock Units. Each Company Stock Unit has a value equal to one share of the Company's Common Stock. The amount shown for 2023 represents the fair market value of the Company Stock Units contributed on the grant date, based upon the closing price of our common stock on such date, plus the fair market value of dividend equivalent units contributed during the fiscal year. The 2024 amounts represent the fair market value of dividend equivalents only based on the closing stock price on the date of contribution.
All Other Compensation for 2023 is larger than other years disclosed due to the addition the initial contributions to each NEO's SERP account. As described in the SERP discussion above, these contributions begin to vest at age 62 and vested benefits are paid over ten years after retirement. The value of these contributions are equity based and will fluctuate based on the Company's stock price. See Nonqualified Deferred Compensation for the 2023 Fiscal Year below for the aggregate value of each NEO's SERP account at September 30, 2024.
3.Includes auto, parking, long-term care and disability insurance premiums and other perquisites described above. For Mr. Endrizzi, amounts in 2024, 2023 and 2022 also include a relocation allowance of $57,500.
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Grants of Plan-Based Awards for the 2024 Fiscal Year
The following table sets forth certain information with respect to grants of plan-based awards for the year ended September 30, 2024 to the NEOs. Grants of equity incentive plan awards to each NEO were made pursuant to the Company's 2020 Stock Incentive Plan. There can be no assurance that the grant date fair value of the stock awards listed below will ever be realized.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All other equity awards (3) (#) | Grant date fair value of equity awards (4) ($) | |||||||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||
| Brent J. Beardall | 11/14/2023 | — | 975,000 | 1,462,500 | — | — | — | 29,857 | 825,247 | |||||||||||||||||||||||||||||||||||||||||
| 11/14/2023 | 15,510 | 20,591 | 62,040 | 569,137 | ||||||||||||||||||||||||||||||||||||||||||||||
| Kelli J. Holz | 11/14/2023 | — | 375,000 | 500,000 | — | — | — | 9,222 | 254,896 | |||||||||||||||||||||||||||||||||||||||||
| 11/14/2023 | 3,438 | 4,564 | 13,751 | 126,148 | ||||||||||||||||||||||||||||||||||||||||||||||
| James A. Endrizzi | 11/14/2023 | — | 375,000 | 500,000 | — | — | — | 9,222 | 254,896 | |||||||||||||||||||||||||||||||||||||||||
| 11/14/2023 | 3,438 | 4,564 | 13,751 | 126,148 | ||||||||||||||||||||||||||||||||||||||||||||||
| Ryan M. Mauer | 11/14/2023 | — | 375,000 | 500,000 | — | — | — | 9,222 | 254,896 | |||||||||||||||||||||||||||||||||||||||||
| 11/14/2023 | 3,438 | 4,564 | 13,751 | 126,148 | ||||||||||||||||||||||||||||||||||||||||||||||
| Kim E. Robison | 11/14/2023 | — | 375,000 | 500,000 | — | — | — | 9,222 | 254,896 | |||||||||||||||||||||||||||||||||||||||||
| 11/14/2023 | 3,438 | 4,564 | 13,751 | 126,148 | ||||||||||||||||||||||||||||||||||||||||||||||
(1)Represents potential future payouts under the Short-Term Incentive Compensation Plan. Actual payouts are reflected in the Summary Compensation Table above under “Non-Equity Incentive Plan Compensation". Targets and maximums are calculated as described in the Annual Incentive Compensation section above.
(2)Represents Performance Stock Awards (in # shares) that vest 33% per year based on approved total shareholder return thresholds. Threshold # of shares represents 25% vesting, which is based on achievement of a 9% total shareholder return. Target # shares represents historical vesting, which represents the mid-point of the total shareholder return range and an estimated 50% likelihood of achieving that level.
(3)Represents Restricted Stock Award that vests in equal annual increments over three years.
(4)The fair value of Restricted Stock Awards is calculated based on the Company's closing stock price on the day of grant multiplied by the number of shares granted. The fair value of Performance Stock Awards is calculated based on the Company's closing stock price on the day of grant multiplied by a probability factor to estimate the likelihood of achieving the required total shareholder return. At the maximum vesting, these values for the executives receiving performance shares in 2024 would be as follows: Mr. Beardall $1,714,786; Ms. Holz $380,078; Mr. Endrizzi $380,078; Mr. Mauer $380,078 and Ms. Robison $380,078. The closing stock price was $27.64 on November 14, 2023.
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Outstanding Equity Awards at Fiscal Year End
The following tables set forth information on outstanding stock awards held by the NEOs at September 30, 2024.
| Stock Awards | ||||||||||||||||||||
| # of | # of Shares | # of Shares | $ Market Value | |||||||||||||||||
| Grant | Years | of Unvested | of Unvested | of Unvested | ||||||||||||||||
| Name | Date | Vesting | Restricted Shares | Performance Shares | Awards (1) | |||||||||||||||
| Brent J. Beardall | 11/14/2023 | 3 | 29,857 | 1,040,516 | ||||||||||||||||
| Brent J. Beardall | 11/14/2023 | 3 | 62,040 | 717,599 | ||||||||||||||||
| Brent J. Beardall | 11/8/2022 | 3 | 14,447 | 503,478 | ||||||||||||||||
| Brent J. Beardall | 11/8/2022 | 3 | 30,021 | 347,244 | ||||||||||||||||
| Brent J. Beardall | 10/26/2021 | 3 | 7,071 | 246,424 | ||||||||||||||||
| Brent J. Beardall | 10/26/2021 | 3 | 14,756 | 170,678 | ||||||||||||||||
| 51,375 | 106,817 | 3,025,939 | ||||||||||||||||||
| Kelli J. Holz | 11/14/2023 | 3 | 9,222 | 321,387 | ||||||||||||||||
| Kelli J. Holz | 11/14/2023 | 3 | 13,751 | 159,054 | ||||||||||||||||
| Kelli J. Holz | 11/8/2022 | 3 | 5,323 | 61,570 | ||||||||||||||||
| Kelli J. Holz | 11/8/2022 | 3 | 3,570 | 124,415 | ||||||||||||||||
| Kelli J. Holz | 11/30/2021 | 5 | 960 | 33,456 | ||||||||||||||||
| Kelli J. Holz | 12/18/2020 | 5 | 800 | 27,880 | ||||||||||||||||
| Kelli J. Holz | 12/2/2019 | 5 | 300 | 10,455 | ||||||||||||||||
| 14,852 | 19,074 | 738,217 | ||||||||||||||||||
| James A. Endrizzi | 11/14/2023 | 3 | 9,222 | 321,387 | ||||||||||||||||
| James A. Endrizzi | 11/14/2023 | 3 | 13,751 | 159,054 | ||||||||||||||||
| James A. Endrizzi | 11/8/2022 | 3 | 6,654 | 76,965 | ||||||||||||||||
| James A. Endrizzi | 11/8/2022 | 3 | 4,463 | 155,536 | ||||||||||||||||
| James A. Endrizzi | 10/26/2021 | 3 | 3,536 | 40,900 | ||||||||||||||||
| James A. Endrizzi | 10/26/2021 | 3 | 2,371 | 82,629 | ||||||||||||||||
| 16,056 | 23,941 | 836,471 | ||||||||||||||||||
| Ryan M. Mauer | 11/14/2023 | 3 | 9,222 | 321,387 | ||||||||||||||||
| Ryan M. Mauer | 11/14/2023 | 3 | 13,751 | 159,054 | ||||||||||||||||
| Ryan M. Mauer | 11/8/2022 | 3 | 4,463 | 155,536 | ||||||||||||||||
| Ryan M. Mauer | 11/8/2022 | 3 | 6,654 | 76,965 | ||||||||||||||||
| Ryan M. Mauer | 10/26/2021 | 3 | 2,371 | 82,629 | ||||||||||||||||
| Ryan M. Mauer | 10/26/2021 | 3 | 3,536 | 40,900 | ||||||||||||||||
| 16,056 | 23,941 | 836,471 | ||||||||||||||||||
| Kim E. Robison | 11/14/2023 | 3 | 9,222 | 321,387 | ||||||||||||||||
| Kim E. Robison | 11/14/2023 | 3 | 13,751 | 159,054 | ||||||||||||||||
| Kim E. Robison | 11/8/2022 | 3 | 4,463 | 155,536 | ||||||||||||||||
| Kim E. Robison | 11/8/2022 | 3 | 6,654 | 76,965 | ||||||||||||||||
| Kim E. Robison | 10/26/2021 | 3 | 2,371 | 82,629 | ||||||||||||||||
| Kim E. Robison | 10/26/2021 | 3 | 3,536 | 40,900 | ||||||||||||||||
| 16,056 | 23,941 | 836,471 | ||||||||||||||||||
(1) The value of the Restricted Stock Awards and Performance Stock Awards is calculated by multiplying the number of shares by $34.85, the closing market price for the Company's common stock on September 30, 2024, the last trading day of our fiscal year.
•RSAs vest 1/3rd per year over a three-year period, conditioned upon continued employment. Pursuant to the Company's 2020 Stock Incentive Plan, all unvested restricted stock awards will become fully vested upon a change of control (as defined in the Incentive Plan) of the Company.
•PSAs vest 1/3rd per year based on approved total shareholder return thresholds. Threshold # of shares represents 25% vesting, which is based on achievement of a 9% total shareholder return. Target # shares represents 33.19% vesting, which represents the mid-point of the total shareholder return range and an estimated 50% likelihood of achieving that level. Pursuant to the Company's 2020 Stock Incentive Plan, all unvested performance stock awards will become fully vested upon a change of control (as defined in the Incentive Plan) of the Company.
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Stock Vested During Fiscal 2024
The following table sets forth information regarding vesting of restricted stock that occurred during fiscal 2024 for each of our NEOs on an aggregated basis.
| Stock Awards | ||||||||||||||||||||||||||
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | ||||||||||||||||||||||||
| Brent J. Beardall | 24,695 | 609,464 | ||||||||||||||||||||||||
| Kelli J. Holz | 3,105 | 76,631 | ||||||||||||||||||||||||
| James A. Endrizzi | 8,209 | 202,606 | ||||||||||||||||||||||||
| Ryan M. Mauer | 8,209 | 202,606 | ||||||||||||||||||||||||
| Kim E. Robison | 8,336 | 205,732 | ||||||||||||||||||||||||
(1) Represents Restricted Stock Awards. The value of the shares of Common Stock acquired upon vesting of the award is calculated by multiplying the number of shares by the closing price of the Company's common stock on the date the award vests.
Nonqualified Deferred Compensation for the 2024 Fiscal Year
The Company maintains two nonqualified deferred compensation plans in which NEOs are eligible to participate: The WAFD Bank Deferred Compensation Plan (DCP), and the WAFD Bank Supplemental Executive Retirement Plan (SERP). For additional information about each plan, see “Compensation Discussion and Analysis -- Retirement Plans” above.
The following table sets forth certain information with respect to the amounts deferred by or for the benefit of each NEO under our non-qualified Deferred Compensation Plan for the year ended September 30, 2024.
| Name | Executive Contributions ($)(1) | Registrant Contributions ($)(2) | Aggregate Earnings ($)(3) | Aggregate Withdrawals ($) | Aggregate Balance at Sept. 30, 2024 ($)(4) | ||||||||||||
| Brent J. Beardall | |||||||||||||||||
| DCP | — | — | — | — | — | ||||||||||||
| SERP | — | — | 1,222,861 | — | 4,184,959 | ||||||||||||
| Kelli J. Holz | |||||||||||||||||
| DCP | — | — | — | — | — | ||||||||||||
| SERP | — | — | 509,497 | — | 1,743,705 | ||||||||||||
| James A. Endrizzi | |||||||||||||||||
| DCP | — | — | — | — | — | ||||||||||||
| SERP | — | — | 713,275 | — | 2,441,166 | ||||||||||||
| Ryan M. Mauer | |||||||||||||||||
| DCP | 45,000 | — | 11,611 | — | 86,091 | ||||||||||||
| SERP | — | — | 611,405 | — | 2,092,454 | ||||||||||||
| Kim E. Robinson | |||||||||||||||||
| DCP | — | — | — | — | — | ||||||||||||
| SERP | — | — | 560,482 | — | 1,918,110 | ||||||||||||
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| (1) | Executive contributions represent salary deferrals and are included in the "Salary" column of the Summary Compensation Table (SCT) above. Mr. Mauer's salary deferral contributions are invested in the Fidelity VIP Freedom 2030 Fund which had a return of 10.67% during the fiscal year. The stock appreciation/depreciation on the salary deferrals are not included in the SCT because the earnings were not preferential or above-market. | |||||||||||||
| (2) | Contributions made by the Company represent Company Stock Units credited to each NEO under the SERP. Each Company Stock Unit has a value equal to one share of Company common stock. The amount shown represents the fair market value of dividend equivalents contributed to the SERP based on the closing stock price on the date of contribution. These amounts are included in the "All Other Compensation" column of the SCT and related footnote. | |||||||||||||
| (3) | Aggregate earnings comprise additional Common Stock Units credited to each participant’s SERP account consistent with dividends paid to common shareholders, plus (or minus) capital gains and appreciation/depreciation of investment results during the fiscal year. For the SERP plan, appreciation/depreciation is based on the performance of WaFd, Inc. Common Stock (Ticker: WAFD) over the fiscal year. The dividend equivalent amounts are included above in the “All Other Compensation” column of the Summary Compensation Table above and the related footnote. The stock appreciation/depreciation is not included in the “Summary Compensation Table” above because the earnings were not preferential or above-market. | |||||||||||||
| (4) | Amounts reported in the Aggregate Balance column include initial contributions created to each participant’s SERP account in the form of Company Stock Units during fiscal 2023, and are reported in the “All Other Compensation” column and related footnote of the Summary Compensation Table above for 2023. | |||||||||||||
Potential Payments Upon Termination or Change in Control
Change in Control
Each of the Company's NEOs are parties to Change of Control Agreements with the Company (collectively, the "Covered NEOs" and each a "Covered NEO"). The Change of Control Agreements have a double trigger that provides for a severance payment to the Covered NEO if the Company experiences a Change of Control (as defined in the Change of Control Agreements) and the Covered NEO's employment terminates during the three years after a Change of Control.
Specifically, the Change of Control Agreements provide that the Covered NEO will receive payment only if, in connection with a Change of Control, the Covered NEO’s employment is terminated involuntarily by the Company (including any successor in such Change in Control) without Cause or voluntarily by the Covered NEO for Good Reason, each of which are defined in the Change of Control Agreements. If employment is terminated by the Company without Cause or by such Covered NEO for Good Reason during the first three years after a Change of Control, the Covered NEO will receive a lump sum payment on the 60th day following termination equal to the sum of (1) the pro-rata annual cash bonus due to such Covered NEO for the portion of the year worked prior to the termination, based upon the higher of (a) such NEO’s highest bonus paid by the Company under the Company’s annual incentive plans for the three years preceding the Change of Control and (b) the annual bonus paid or payable to the Covered NEO for the last fiscal year (the “Highest Annual Bonus”); (2) a lump sum payment equal to the product of (a) a multiple of 2 for all Covered NEOs, times (b) the sum of (i) the Covered NEO’s annual base salary and (ii) the Highest Annual Bonus (the “Severance Payment”) and (3) a lump sum payment equal to the present value of the continuation for 2 years after the Covered NEO’s date of termination of employee welfare benefits to the Covered NEO or the Covered NEO’s family that are at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies in effect on the date of termination. Any such Covered NEO will also receive all unpaid vacation pay through the date of termination in accordance with the Company’s policies applicable to all employees and may receive outplacement assistance.
If a Covered NEO's employment is terminated for his or her death or disability during the first three years after a Change of Control, the Covered NEO will receive an additional lump sum payment on the 60th day following termination equal to a pro-rata annual bonus due to such Covered NEO for the portion of the year worked prior to the termination equal to the Highest Annual Bonus amount.
In addition, pursuant to the Company's 2020 Stock Incentive Plan, all unvested restricted stock awards will become fully vested upon a change of control (as defined in the Incentive Plan) of the Company.
Pursuant to the Company's Deferred Compensation and SERP, all unvested Company Contributions become fully vested upon a change in control (as defined in the Deferred Compensation Plan) of the Company.
36
Except for the Change of Control Agreements described above, none of the NEOs have employment agreements and are “at will” employees.
The Change of Control Agreements have a cap that could reduce payments to the executive so as not to trigger the application of Section 280G of the Internal Revenue Code. Payments treated as excess parachute payment under Code Section 280G are subject to a 20% excise tax in addition to applicable income and payroll taxes, and moreover the Company cannot deduct such excess parachute payment. The Change of Control Agreements require that all payments or distributions by the Company to the executive will be reduced if necessary to avoid having excess parachute payment under Code Section 280G, but such reduction applies only if it would leave the executive with a better after-tax result compared with no reduction.
The following table quantifies the payments that would be made to Covered NEOs if the Company experienced a Change of Control as of September 30, 2024 and they were terminated by the Company without Cause or voluntarily by the Covered NEOs with good reason:
| Potential Change in Control Payments | ||||||||||||||||||||||||||
| Name | Severance Payment | Highest Bonus Amount (1) | Vesting of Stock Options (2) (3) | Vesting of Restricted Stock and Performance Shares (2) (3) (4) | Vesting of SERP Benefits (2) (5) | Benefits Payment (6) | Total | |||||||||||||||||||
| Brent J. Beardall | $ | 1,950,000 | $ | 2,925,000 | — | $ | 5,512,991 | $ | 4,184,959 | $ | 27,792 | $ | 14,600,742 | |||||||||||||
| Kelli J. Holz | 1,000,000 | 900,000 | 1,433 | 1,182,333 | 1,220,615 | 19,316 | 4,846,787 | |||||||||||||||||||
| James A. Endrizzi | 1,000,000 | 753,000 | — | 1,393,895 | 2,441,166 | 45,100 | 5,633,161 | |||||||||||||||||||
| Ryan M. Mauer | 1,000,000 | 753,000 | — | 1,393,895 | 1,918,110 | 45,100 | 5,284,449 | |||||||||||||||||||
| Kim E. Robison | 1,000,000 | 753,000 | — | 1,393,895 | 2,092,454 | 34,820 | 5,099,825 | |||||||||||||||||||
1.Each Covered NEO would also receive the payments set forth in this column if termination following a Change of Control is due to death or disability.
2.Based on a price per share of $34.85, the closing market price for the Company's common stock on September 30, 2024, the last trading day of our fiscal year.
3.Pursuant to the Company's 2020 Stock Incentive Plan applicable to all employees, all unvested stock options and restricted stock awards will become fully vested upon a “change in control” of the Company. A “change in control” is defined in the Incentive Plans to mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (ii) during any period of twenty-four consecutive months during the term of an Option, individuals who at the beginning of such period constitute the Board of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director who was not a director at the date of grant has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period.
4.Each Covered NEO would also receive the payments set forth in this column if terminated after a change of control due to death or disability.
5.Each Covered NEO’s SERP account will become 100% vested in this column if termination following a Change of Control occurs without Cause, or for Good Reason, as defined in the Deferred Compensation Plan, as long as the NEO is in good standing at the time of termination.
6.The value of the continuation of benefits under our medical, dental and vision plan is estimated based on the per-employee cost of that plan for the Covered NEO during 2024.
37
Deferred Compensation Plan
In the event that a NEO’s employment with the Company is terminated, either voluntarily or involuntarily, the officer will receive the balance of the deferred compensation account in the calendar year following the participant’s separation from service, death, or on a specified date, either in a lump sum or, for participants eligible for retirement, in annual installments for up to 10 years. Amounts in a participant’s DCP account that are attributable to participant compensation deferrals are always fully vested. All Bank contributions become 100% vested, if while employed a NEO dies, becomes disabled (as defined in Treas. Reg. Sec. 1.409A-1(e)(1)), or the Bank experiences a Change in Control while the participant is employed. The only NEO currently participating in the Deferred Compensation Plan is Ryan M. Mauer; the balance of his deferred compensation account as of the end of fiscal 2024 is $86,091.
Supplemental Executive Retirement Plan
A NEO’s SERP account will become 100% vested in the event of the NEO’s involuntary termination of employment by the Company without Cause, or the SERP Participant’s voluntary termination of employment for Good Reason, as defined in the Deferred Compensation Plan. Upon a NEO’s termination of employment with the Company other than on account of death, the vested balance in the SERP Participant’s SERP account will be paid to the SERP Participant in ten (10) substantially equal annual installments, beginning in the calendar year following the calendar year in which the SERP Participant’s Separation from Service occurred, unless the Committee specifies a different payment schedule on or before the date the SERP Participant obtains a legally binding right to his or her initial SERP Company Contribution, or there are limitations in a NEO’s employment agreement or required by Code Section 409A or as a result of the application of the excess parachute payment rules of Code Section 280G. Upon the death of a NEO (regardless of whether such NEO is an employee at the time of death), all remaining vested balance of the SERP account shall be paid to the NEO’s beneficiary in a single lump sum no later than December 31 of the calendar year following the year of the SERP Participant’s death.
The current balance of each NEO’s SERP account as of fiscal 2024 is set forth in the table titled “Nonqualified Deferred Compensation for the 2024 Fiscal Year” above.
PAY RATIO
Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are required to provide annual disclosure of the ratio of the median of the annual total compensation of all employees of the company, except the CEO, to the annual total compensation of Brent Beardall, our Company’s Chief Executive Officer ("CEO").
The SEC rule requires the disclosure of (i) the median of the annual total compensation of all employees of the company, except the CEO, (ii) the annual total compensation of the CEO; and (iii) the ratio of the two amounts.
In determining the median employee, a listing was prepared of all employees as of September 30, 2024. Wages and salaries were annualized for those employees that were not employed for the full year of 2024. The median employee was selected from the annualized list based upon the Company’s tax records. For simplicity, the value of the Company’s 401(k) plan and medical benefits provided was excluded as all employees including the CEO are offered the exact same benefits and the Company utilizes the Internal Revenue Service safe harbor provision for 401(k) discrimination testing. As of September 30, 2024, the Company employed 2,208 persons (including the CEO) of which 2,110 are full time and 98 are part time.
Ratio:
•The median employee's annual total compensation (other than our CEO): $60,470
•Mr. Beardall’s annual total compensation, as reported in our 2024 Summary Compensation Table: $4,030,461
•Based on this information, the ratio of the annual total compensation of Mr. Beardall to the median of the annual total compensation of all employees is estimated to be 67 to 1.
The ratio above is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. Given the rule’s flexibility, the method the Company used to determine the median employee may be different from its peers, so the ratios may not be comparable.
PAY VERSUS PERFORMANCE
38
Pay versus Performance Table
In accordance with rules adopted by the SEC in Item 402(v) of Regulation S-K, pursuant to Section 953(a) of the Dodd-Franck Act, we provide the following disclosure regarding executive compensation and the Company's performance on select financial metrics. For more information regarding the Company's executive compensation philosophy, refer to the Compensation Discussion & Analysis section above.
The following table sets forth a summary of compensation for our CEO and the average compensation for the non-CEO NEOs and includes information on the Company's total shareholder return ("TSR"), the TSR for the Company's peer group, Net Income and the company's selected performance measure, GAAP Earnings Per Share. As required by Item 402(v), we have separately included in the tables and charts below, as CEO compensation, the compensation of our Chief Consumer Banker Cathy Cooper, who served as temporary CEO from January 3, 2023 through February 12, 2023; however, substantially all of the compensation reflected for Ms. Cooper for 2023 reflects her time as a non-CEO. Ms. Cooper was otherwise not a NEO for 2023 or 2024. Her compensation as a non-CEO NEO is included in the tables below for 2021 and 2022.
| Value of Initial Fixed $100 Investment Based on: | ||||||||||||||||||||||||||
| Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (1) | Average Summary Compensation Table for non-CEO NEOs (2) | Average Compensation Actually Paid to non-CEO NEOs (2) | TSR | Peer Group TSR (3) | Net Income ($ in thousands) | |||||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| 2023 | $ | $ | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| 2022 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| 2021 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| (1) | Reflects compensation for our Chief Executive Officer, | ||||
| (2) | |||||
| (3) | |||||
To calculate Compensation Actually Paid for our NEOs, the following adjustments were made to the Summary Compensation Table total pay deducting the amounts included under the "Stock Awards" column for each year and adding amounts based on the SEC's definition of "compensation actually paid" as shown in the following table.
39
| CEO | CConsB (1) | ||||||||||||||||
| 2021 | 2022 | 2023 | 2024 | 2023 | |||||||||||||
| Summary Compensation Table Total | $ | $ | $ | $ | $ | ||||||||||||
| Deduct grant date fair value of stock awards granted in fiscal year | ( | ( | ( | ( | ( | ||||||||||||
| Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | |||||||||||||||||
| Add change in fair value of outstanding and unvested stock awards and options and stock awards granted in prior fiscal years | ( | ( | ( | ||||||||||||||
| Add fair value at vesting of options awards that vested during fiscal year | |||||||||||||||||
| Add change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which vesting conditions were satisfied during the year | ( | ||||||||||||||||
| Deduct fair value of stock awards granted in prior years that failed to meet vesting conditions during fiscal year | ( | ( | ( | ( | |||||||||||||
| Add value of dividend or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | |||||||||||||||||
| Compensation actually paid | $ | $ | $ | $ | $ | ||||||||||||
(1) This column represents the adjustments made to arrive at Compensation Actually Paid to Cathy Cooper, Chief Consumer Banker. Ms. Cooper is included in Pay versus Performance table above due to acting as temporary CEO during fiscal 2023.
| Other NEOs | ||||||||||||||
| 2021 | 2022 | 2023 | 2024 | |||||||||||
| Summary Compensation Table Total | $ | $ | $ | $ | ||||||||||
| Deduct grant date fair value of stock awards granted in fiscal year | ( | ( | ( | ( | ||||||||||
| Add fair value at fiscal year-end of outstanding and unvested option awards and stock awards granted in fiscal year | ||||||||||||||
| Add change in fair value of outstanding and unvested stock awards and options and stock awards granted in prior fiscal years | ( | ( | ||||||||||||
| Add fair value at vesting of options awards that vested during fiscal year | ||||||||||||||
| Add change in fair value as of vesting date of option awards and stock awards granted in prior fiscal years for which vesting conditions were satisfied during the year | ( | |||||||||||||
| Deduct fair value of stock awards granted in prior years that failed to meet vesting conditions during fiscal year | ( | ( | ( | |||||||||||
| Add value of dividend or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | ||||||||||||||
| Compensation actually paid | $ | $ | $ | $ | ||||||||||
The stock awards included above comprise performance share awards and restricted stock awards granted from 2018 through 2023. The amounts are based on the estimated fair value of the restricted stock and restricted performance awards as of the applicable year end or vesting date as required by SEC rules. The fair value for performance share awards is based on a probable outcome target of vesting, which represents the mid-point of the total shareholder return range and an estimated likelihood of achieving that level, and is calculated in accordance with U.S. GAAP. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with the fair value methodology used to account for share-based payments in the Company’s consolidated financial statements included in Note Q – Stock Award Plans of our Annual Report on Form 10-K for the year ended September 30, 2024.
Description of Relationships Between Compensation and Performance
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The following charts provide a clear, visual description of the relationship between Compensation Actually Paid ("CAP") to our CEO(s) and the average CAP to our other NEOs, to aspects of the Company's financial performance as included in the Pay versus Performance table above. It should be noted fiscal 2023 CAP included the initial SERP contributions as part of Other Compensation, unique to this year, which will make compensation for the year appear unusually high compared to other years.
CEO and average NEO CAP vs Company TSR and KBW Index TSR
CEO and average NEO CAP vs GAAP Net Income
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CEO and average NEO CAP vs GAAP Earnings Per Share
Tabular List of Company Performance Measures
The following table alphabetically lists the measures we believe are most important in linking compensation actually paid to company performance during fiscal 2024.
| 1 | |||||
| 2 | |||||
DIRECTOR COMPENSATION
Our non-employee director compensation program is generally designed to attract and retain experienced and knowledgeable directors, and to provide equity-based compensation as a means to align our director’s interests with those of our shareholders. In 2024, our non-employee director compensation was composed of cash compensation, in the form of annual retainers and committee fees, and equity compensation, in the form of annual stock awards. Brent Beardall, our CEO, does not receive any additional compensation for his service as a director.
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The following table sets forth information regarding the compensation received by each of the Directors of the Company during fiscal 2024, other than Mr. Beardall whose executive officer compensation is fully reflected in the Summary Compensation Table and the other related tables in the discussion above.
| Fees Earned or Paid in Cash | Fair Value of Stock Awards (1) | All Other Compensation | Total | ||||||||||||||||||||
| R. Shawn Bice | $ | 80,000 | $ | 100,001 | $ | — | $ | 180,001 | |||||||||||||||
| Linda S. Brower | 80,000 | 100,001 | — | 180,001 | |||||||||||||||||||
| Stephen M. Graham | 120,000 | 100,001 | — | 220,001 | |||||||||||||||||||
| David K. Grant | 80,000 | 100,001 | — | 180,001 | |||||||||||||||||||
| Sylvia R. Hampel | 80,000 | 100,001 | — | 180,001 | |||||||||||||||||||
| S. Steven Singh | 80,000 | 100,001 | — | 180,001 | |||||||||||||||||||
| Sean B. Singleton | 80,000 | 100,001 | — | 180,001 | |||||||||||||||||||
| Mark N. Tabbutt (2) | 40,000 | 100,001 | — | 140,001 | |||||||||||||||||||
| Randall H. Talbot | 80,000 | 100,001 | — | 180,001 | |||||||||||||||||||
| Bradley M. Shuster (3) | 40,000 | — | — | 40,000 | |||||||||||||||||||
| M. Max Yzaguirre (3) | 40,000 | — | — | 40,000 | |||||||||||||||||||
| 800,000 | 900,009 | — | 1,700,009 | ||||||||||||||||||||
(1)These amounts reflect the dollar value of the compensation cost of all outstanding stock awards or option awards recognized over the requisite service period, computed in accordance with FASB ASC 718. The assumptions made in valuing the stock awards are included under the caption “Stock Award Plans” in Note Q of Notes to Consolidated Financial Statements in the 2024 Annual Report on Form 10-K and such information is incorporated herein by reference.
(2)Mr. Tabbutt's term expired at our 2024 Annual Meeting of Shareholders.
(3)Mr. Shuster and Mr. Yzaguirre joined the Board March 1, 2024 in connection with the closing of the merger with Luther Burbank Corporation.
Director Fees
Directors are entitled to an annual retainer of $80,000, except for the Chairman of the Board, who receives an annual retainer of $120,000. In addition, at the end of each calendar year, currently serving directors are eligible to receive an annual stock grant. In fiscal 2024, this grant amounted to $100,001 of stock for each Director. Stock awards to Directors are anticipated to continue in future years as a means to increase alignment of directors with the Company's shareholders. The CEO receives no fees or additional compensation for activities related to the Board.
The Director Emeritus receives a monthly retainer of $1,500; a director receives the title of Director Emeritus and is entitled to receive a monthly director emeritus fee upon retirement from the Board after serving as a director for 30 or more years. Currently Mr. W. Alden Harris is the Company’s only Director Emeritus.
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PROPOSAL 2: APPROVAL OF THE WAFD, INC.
2025 STOCK INCENTIVE PLAN
General
The Board of Directors has adopted the 2025 Stock Incentive Plan (“Incentive Plan”), which is designed to improve the growth and profitability of the Company and its affiliates by attracting and retaining qualified personnel, providing them with the opportunity to acquire a proprietary interest in WaFd, Inc. as an incentive to contribute to the success of WaFd, Inc. and its affiliates, and rewarding them for outstanding performance and the attainment of targeted goals. The Incentive Plan provides for the grant of incentive stock options intended to comply with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), nonqualified stock options, restricted stock awards, restricted stock units, performance awards, and other stock-based awards (collectively “Awards”). If shareholder approval is obtained, the Incentive Plan authorizes the grant of Awards to any person who is an employee, officer, director, consultant or independent contractor to WaFd, Inc. or its subsidiaries.
The Incentive Plan will replace the Company’s 2020 Incentive Stock Plan (the “2020 Plan”). If shareholders approve the adoption of the Incentive Plan, the 2020 Plan will immediately be terminated with respect to future awards. Any remaining shares that were not awarded under the 2020 Plan will be made available for issuance under the 2025 Incentive Plan, any shares that are forfeited, cancelled or expire under the 2020 Plan will be made available for issuance under the 2025 Incentive Plan, and an additional 3,500,000 shares will be available for grant under the proposed 2025 Incentive Plan. If the 2025 Incentive Plan is not adopted, the 2020 Plan will remain in effect until its expiration on January 22, 2025.
The board of directors believes adoption of the Incentive Plan is in the best interests of the Company and its shareholders and recommends a vote “FOR” the approval of the Incentive Plan.
Description of the Incentive Plan
The following description of the Incentive Plan is a summary of its terms and is qualified in its entirety by reference to the Incentive Plan, a copy of which is attached to this proxy statement as Appendix A. Unless otherwise expressed, all capitalized terms shall be defined as set forth in the Incentive Plan.
Administration. The Incentive Plan will be administered and interpreted by the Compensation Committee of the Board of Directors (“Committee”). The Committee has all of the powers allocated to it pursuant to the terms of the Incentive Plan, including the power to determine which Eligible Persons will be granted Awards under the Incentive Plan and the terms (which need not be identical) of all Awards, including without limitation, the time at which Awards are granted, the number of Shares subject to each Award, whether an Option will be an Incentive Stock Option or a Nonqualified Option, the exercise price of an Option, any Performance Goals (as defined below) applicable to Awards, any provisions relating to vesting, and the periods during which Options may be exercised and Restricted Stock Awards are subject to restrictions. The Committee will have the authority to amend or modify the terms of any outstanding Award in any manner, including the authority to modify the number of shares or other terms and conditions of an Award, extend the term of an Award, accelerate the exercisability or vesting or otherwise terminate any restrictions relating to an Award, accept the surrender of any outstanding Award or, to the extent not previously exercised or vested, authorize the grant of new Awards in substitution for surrendered Awards, subject to the limitations set forth in the Incentive Plan.
The Incentive Plan also permits the Committee to delegate authority under the Incentive Plan to one or more senior executive officers of the Company with respect to a fixed number of Awards to be granted to Eligible Persons under the limits specifically prescribed by the Committee; provided, however, that no such officer shall be authorized to grant Awards to any “executive officer” of the Corporation (as defined by Rule 3b-7 under the Exchange Act) or to any “officer” of the Corporation (as defined by Rule 16a-1(f) under the Exchange Act).
Eligibility to receive awards. Eligible Persons under the plan include any person who is (a) an Employee, (b) a member of the Board or the board of directors of a subsidiary or Affiliate, or (c) a consultant, or independent contractor to the Company or a subsidiary or Affiliate. As of December 9, 2024, there were approximately 2200 employees, officers, directors and consultants of the Company and its subsidiaries who are currently eligible to receive awards under the Incentive Plan. An Eligible Person receiving an Award under the Plan is a “Participant.”
Minimum Vesting Period for Certain Awards. Restricted Share Awards, Restricted Stock Units, Performance Awards (to the extent payable in Shares), Option Awards and Other Stock-Based Awards granted to Employees will have a vesting period of not less than (a) three years from date of grant (provided that pro rata vesting over such period is permissible) if vesting is
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subject only to continued service with WaFd, Inc. or a Subsidiary and (b) one year from date of grant if vesting is subject to the achievement of one or more performance objectives. The restrictions described in the preceding sentence do not apply to Awards granted to Employees covering up to 10% of the number of Shares available for the grant of Awards under the Incentive Plan on the Effective Date.
Number of Shares Covered by the Incentive Plan; Individual Limit. Number of Shares Covered by the Incentive Plan; Individual Limit. The number of shares of Common Stock that will be reserved and available for issuance under the Incentive Plan will be the sum of: (i) 3,500,000 shares of Common Stock, which is equal to 4.3% of the outstanding Common Stock as of December 9, 2024, plus (ii) the number of shares of common stock remaining available for issuance under the 2020 Plan and not subject to awards as of the effective date of the 2025 Plan (837,293 shares as of December 20, 2024), plus (iii) up to 1,798,365 additional shares of Common Stock subject to outstanding awards under the 2020 Plan as of the Effective Date of the Incentive Plan, but only to the extent that such awards are forfeited, cancelled, expire or otherwise terminate without the issuance of such shares of Common Stock. The maximum number of shares of Common Stock that will be available for issuance pursuant to Incentive Stock Options under the Plan will be 3,500,000 shares. The maximum number of Shares with respect to which an Employee may be granted Awards under the Incentive Plan (whether settled in Shares or the cash equivalent thereof) during any calendar year is 250,000.
Accounting for Awards. Shares that are issued under the Incentive Plan or that are subject to outstanding Awards will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Incentive Plan only to the extent they are used, subject to the following:
•the full number of shares of Common Stock subject to a stock-settled Other Stock-Based Award will be counted against the shares of Common Stock authorized for issuance under the Incentive Plan, regardless of the number of shares actually issued upon settlement;
•shares of Common Stock withheld to satisfy tax withholding obligations on Awards, any shares of Common Stock withheld to pay the exercise price or grant price of Awards and any shares of Common Stock not issued or delivered as a result of the “net exercise” of an outstanding Option will be counted against the shares of Common Stock authorized for issuance under the Incentive Plan and will not be available again for grant under the Incentive Plan;
•shares of Common Stock subject to Awards settled in cash will again be available for issuance pursuant to Awards granted under the Incentive Plan.
•shares of Common Stock related to Awards that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares of Common Stock, will be available again for grant under the Incentive Plan.
•to the extent permitted by Applicable Law, shares of Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of Merger Event pursuant to Section 10.03 of the Incentive Plan or otherwise will not be counted against shares of Common Stock available for issuance pursuant to the Incentive Plan.
Recapitalization Adjustments. In the event that the Board determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, Change in Control or exchange of Common Stock or other securities of WaFd, Inc., or other corporate transaction affects the Common Stock, such that an adjustment is determined by the Board to be necessary in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Incentive Plan, the Board shall make an equitable adjustment to any or all of (i) the number of Shares with respect to which Awards may be granted, (ii) the number of Shares subject to outstanding Awards, and (iii) the exercise price with respect to any Option, or make provision for an immediate payment to the holder of an outstanding Award in consideration for the cancellation of such Award.
Stock Options. The Incentive Plan authorizes the grant of Incentive Stock Options and Nonqualified Options. Incentive Stock Options are Options granted under the Incentive Plan that the Board intends (at the time granted) to be (and specifically designates as) an incentive stock option within the meaning of Section 422 of the Code. Nonqualified Options are Options granted under the Incentive Plan that are not Incentive Stock Options. The per share exercise price of both Incentive Stock Options and Nonqualified Options will be not less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted. Any Incentive Stock Option granted to a Ten-Percent Stockholder will have an exercise price that is not less than 110% of the Fair Market Value of a share of Common Stock on the date the Option is granted.
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Options granted under the Incentive Plan shall become vested and exercisable in the manner specified in the applicable Award Agreement. Notwithstanding the foregoing, no vesting shall occur on or after a Participant’s Service terminates for any reason other than death or Disability, except to the extent provided otherwise in an Award Agreement. Unless otherwise provided in an Award Agreement, all Options held by a Participant shall become vested and exercisable in full on the date the Participant’s Service terminates because of his or her death or Disability. In addition, under the terms of the Incentive Plan, upon the occurrence of a Change in Control, all then outstanding Options held by Participants who have not previously incurred a termination of Service become immediately vested and exercisable.
Each Option or portion thereof shall be exercisable at any time on or after it vests and is exercisable until the earlier of ten years (five years in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder) after its date of grant (or such shorter period as may be specified in an Award Agreement) or three months after termination of a Participant’s Service, unless extended by the Committee to a period not to exceed five years from such termination. In no event, however, shall any Option be exercisable more than the lesser of ten years from the date it was granted or the original term of the Option. If a Participant’s Service terminates as a result of the Participant’s death or Disability and the Participant has not fully exercised the Participant’s Options, the Participant or the Participant’s executors, administrators, legatees or distributees of the Participant’s estate shall have the right to exercise such Options during the twelve month period (or such other period as may be specified in the applicable Award Agreement) following the earlier of the Participant’s death or Disability. In no event, however, shall any Option be exercisable after the expiration of its term.
No Participant shall have any voting or dividend or other rights of a shareholder in respect of any Shares prior to the time the Participant becomes the record holder of such Shares. Options are non-transferable except by will or the laws of descent and distribution.
Payment for Shares purchased upon the exercise of Options may be made either in cash, or if permitted by the Committee, by (i) tender of a Broker Exercise Notice; (ii) by tender, either by actual delivery or attestation as to ownership, of Previously Acquired Shares; (iii) a “net exercise” of the Option; (iv) by a combination of such methods; or (v) any other method approved or accepted by the Committee in its sole discretion.
Restricted Stock and Restricted Stock Units. The Incentive Plan also authorizes the grant of Restricted Stock Awards and Restricted Stock Units to Eligible Persons, subject to such terms and conditions as the Committee shall set forth in the relevant Award Agreement, including terms that condition the vesting of Restricted Stock Awards and Restricted Stock Units on the achievement of one or more Performance Goals. A grant of a Restricted Stock Award is an Award of shares of Common Stock granted to a Participant, subject to such restrictions, terms and conditions as the Committee deems appropriate, including, without limitation, (1) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (2) the requirement that the Participant deposit such shares with the Corporation while such shares are subject to such restrictions, and (3) the requirement that such shares or a portion thereof be forfeited upon termination of Service for specified reasons within a specified period of time or for other reasons (including without limitation, the failure to achieve designated Performance Goals). Restricted Stock Units will be similar to Restricted Stock Awards except that no shares of Common Stock are actually awarded to the Participant on the Grant Date of the Restricted Stock Units. Restricted Stock Units will be denominated in shares of Common Stock but paid in cash, shares of Common Stock or a combination of cash and shares of Common Stock as the Committee, in its sole discretion, will determine, and as provided in the Award Agreement.
Each Restricted Stock Award or grant of Restricted Stock Unit shall be evidenced by an Award Agreement in a form specified by the Committee and setting forth the restrictions, terms, and conditions of the Award. A Participant receiving a Restricted Stock Award shall have, with respect to the shares of Common Stock underlying a Restricted Stock Award, all of the rights of a shareholder of such stock, except such rights as are limited or restricted under the Plan or in the relevant Award Agreement. Any stock dividends paid in respect of shares underlying unvested Restricted Stock Awards shall be treated as additional restricted shares and shall be subject to the same restrictions and other terms and conditions that apply to the unvested shares underlying the Restricted Stock Award in respect of which such stock dividends are issued. A Participant receiving Restricted Stock Units will not be, nor have any of the rights or privileges of, a shareholder of the Company, including the right to vote the underlying Shares and receive dividends and other distributions paid with respect to the underlying Shares, with respect to any Restricted Stock Units, unless (and in such case, until) such Restricted Stock Units are settled in shares of Common Stock.
Other Awards. The Incentive Plan also authorizes the grant of Performance Awards, and Other Stock-Based Awards. Each Performance Award shall provide for the payment of cash or issuance of Shares to a Participant contingent upon the attainment of one or more specified performance goals established by the Committee over such period as the Committee may specify, and contain such other terms and conditions as the Committee may specify. The maximum cash amount payable
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to any Employee pursuant to all Performance Awards granted to an Employee during a calendar year shall not exceed $2,000,000. The Committee may in its discretion grant Other Stock-Based Awards that cover such number of Shares and have such terms and conditions as the Committee shall determine, including terms that condition the payment or vesting the Other Stock-Based Award upon the achievement of one or more performance goals.
Dividends and Dividend Equivalents. The terms of an Award, other than an Option, may provide a Participant with the right, subject to such terms and conditions as the Committee may specify, to receive dividend payments or dividend equivalent payments with respect to Shares covered by such Award.
Accelerated Vesting for Change in Control. Unless otherwise provided in an Award Agreement, all restrictions, terms and conditions applicable to all Options and shares underlying Restricted Stock Awards then outstanding shall be deemed lapsed and satisfied as of the date of a Change in Control.
Amendment and Termination of the Incentive Plan. Unless sooner terminated, the Incentive Plan shall continue in effect for a period of five years from the date the Incentive Plan is approved by the Shareholders. Termination of the Incentive Plan shall not affect any previously granted Awards.
New Incentive Plan Benefits
No Awards have been granted or are determinable under the Incentive Plan prior to the Annual Meeting.
Equity Compensation Plan Information
The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of September 30, 2024.
| Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted- average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))(1) | |||||||||||
| Equity Compensation Plans approved by security holders(1) | 1,923,612 | $ | 28.06 | 941,420 | ||||||||||
| Equity Compensation Plans not approved by security holders | — | $ | — | — | ||||||||||
| Total | 1,923,612 | $ | 28.06 | 941,420 | ||||||||||
(1)Represents shares to be issued and available for issuance under the Company’s 2020 Incentive Plan and 2011 Incentive Plan.
Summary of Certain Federal Income Tax Consequences
The following discussion briefly summarizes certain federal income tax aspects of Awards under the Incentive Plan. The rules governing the tax treatment of Awards and the receipt of Shares and/or cash in connection with such Awards are quite technical, so the following description of tax consequences is necessarily general in nature and does not purport to be complete. Moreover, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, the tax consequences under applicable state and local law may not be the same as under the federal income tax laws.
Incentive Stock Options. In general, a Participant will not recognize income on the grant or exercise of an Incentive Stock Option. However, the difference between the exercise price and the Fair Market Value of the stock on the exercise date is an adjustment item for purposes of the alternative minimum tax. Further, if a Participant does not exercise an Incentive Stock Option within certain specified periods after termination of employment, the Participant will recognize ordinary income on the exercise of an Incentive Stock Option in the same manner as on the exercise of a Nonqualified Option, as described below.
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Nonqualified Options, Performance Awards, and Other Stock-Based Awards. A Participant generally is not required to recognize income on the grant of a Nonqualified Option or on the award of a Performance Award, or any Other Stock-Based Award. When a Nonqualified Option is exercised, a Participant generally has ordinary income equal to the difference between the market price of the stock and the exercise price. In the case of a Performance Award or any Other Stock-Based Award, a Participant has ordinary income when such awards are paid (in cash or Shares), in an amount equal to the Fair Market Value of the cash or Shares received (before tax withholding). In all cases, the ordinary income that a Participant recognizes is treated as compensation and subject to the same payroll tax and withholding like ordinary wages.
Restricted Awards. In general, a Participant is not required to recognize ordinary income upon grant of Restricted Stock that is subject to a substantial risk of forfeiture (i.e. the award is conditioned upon the future performance of substantial services by the Participant). Instead, a Participant will recognize ordinary income when the shares vest (i.e. when the Shares become transferable or no longer subject to a substantial risk of forfeiture), in an amount equal to the Fair Market Value of the Shares (less any amount paid for such Shares). If a Participant makes a timely election under Section 83(b) of the Code, the Participant will recognize ordinary income equal to the Fair Market Value of the Shares on the date of the award (less any amount paid for such Shares), even if the Shares are not yet vested. With a Section 83(b) election, the Participant will not be required to recognize additional ordinary income when the Shares vest. A Participant who receives Restricted Stock Units will generally recognize ordinary income only when the shares of common stock associated with those units are issued to the Participant. The amount of income will be the excess of the Fair Market Value of the Shares at the time of issuance less any amount paid by the Participant with respect to the Award. The ordinary income recognized upon the vesting (or issuance with respect to RSUs) or, in the case of a Section 83(b) election, the award of Restricted Shares is treated as compensation and subject to the same payroll tax and withholding like ordinary wages.
Gain or Loss On Sale or Exchange of Shares. In general, gain or loss from any subsequent sale or disposition of Shares under the Incentive Plan will be treated as capital gain or loss. However, if certain holding period requirements are not satisfied at the time of a sale or exchange of Shares acquired upon exercise of an Incentive Stock Option (a “disqualifying disposition”), a Participant generally will be required to recognize ordinary income upon such disposition.
Deductibility By Company. WaFd is not allowed a deduction in connection with an Incentive Stock Option unless a Participant recognizes ordinary income as a result of a disqualifying disposition. In the case of a Nonqualified Option, a Restricted Share Award, a Restricted Stock Unit Award, a Performance Award, or any Other Stock-Based Award, WaFd generally will be allowed a deduction equal to the amount of ordinary income recognized by the Participant.
Change-in-Control Payments. Where payments to certain persons that are contingent on a change in control exceed limits specified in the Code, the person generally is liable for a 20% excise tax on, and the corporation or other entity making the payment generally is not entitled to any deduction for, a specified portion of such payments. If the exercise, vesting or payment of any Awards under the Incentive Plan is accelerated by a change in control of WaFd, such acceleration would be relevant in determining whether the excise tax and deduction disallowance rules would be triggered.
Performance-Based Compensation. Subject to certain exceptions, Section 162(m) of the Code disallows federal income tax deductions for compensation paid by a publicly held corporation to certain executives to the extent the amount paid to such a covered executive exceeds $1 million for the taxable year.
Tax Rules Affecting Nonqualified Deferred Compensation Plans. Section 409A of the Code imposes tax rules that apply to “nonqualified deferred compensation plans.” Failure to comply with, or to qualify for an exemption from, the rules with respect to an award could result in significant adverse tax results to the award recipient including immediate taxation upon vesting, an additional income tax of 20% of the amount of income so recognized, plus a tax in the nature of interest. The Incentive Plan is intended to allow the grant of Awards that comply with, or qualify for an exemption from, Section 409A of the Code to the extent applicable.
Approval Requirements
Each share of common stock is entitled to one vote on Proposal 2 and will be given the option to vote “FOR” or “AGAINST” the proposal or to “ABSTAIN.” Unless otherwise directed, it is the intention of the proxy holders named in the enclosed proxy to vote the proxies received by them “FOR” this proposal.
Brokers do not have discretionary authority to vote on Proposal 2. If a broker holding shares for a beneficial owner does not receive instructions from the beneficial owner on how to vote on this proposal, the broker will submit a non-vote.
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Proposal 2 will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Abstentions from voting and broker non-votes will have no impact on the outcome of this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE BY SHAREHOLDERS "FOR" PROPOSAL 2 - APPROVAL OF THE WAFD INC. 2025 STOCK INCENTIVE PLAN.
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PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF WAFD, INC.'S
NAMED EXECUTIVE OFFICERS
In accordance with Section 14A of the Securities Exchange Act, shareholders are being given the opportunity to vote on an advisory (non-binding) resolution to approve the compensation of the Company's executive officers, as described above under “Compensation Discussion and Analysis,” the compensation tables and narrative discussions of NEO compensation in this proxy statement.
The Company believes that its compensation policies and procedures, which are reviewed and approved by the Compensation Committee, encourage a culture of pay for performance and are strongly aligned with the long-term interests of shareholders. The Board and the Compensation Committee remain committed to the compensation philosophy, policies and objectives outlined under "Compensation Discussion and Analysis." NEO compensation for 2024 reflects the effectiveness of the Company's executive compensation program in fulfilling its objectives. The Compensation Committee will continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to fulfill the objectives of the program.
The Company's Board has requested a shareholder vote on the Company's executive compensation plans, programs and arrangements as reflected in the Compensation Discussion and Analysis, the disclosures regarding NEO compensation provided in the various tables included in this Proxy Statement, the accompanying narrative disclosures and the other compensation information provided in this Proxy Statement. This proposal, commonly known as a “Say on Pay” proposal, gives the Company's shareholders the opportunity to endorse or not endorse the Company's executive pay program and policies through the following non-binding resolution:
“RESOLVED, that the compensation of the named executive officers, as disclosed in this proxy statement under "Executive Compensation," including "Compensation Discussion and Analysis," and the related narrative disclosures, is hereby approved."
This is an advisory vote only, and neither the Company nor the Board will be bound to take action based upon the outcome. However, the Board and Compensation Committee will review the results of the vote and will consider the vote of the shareholders when making decisions regarding future executive compensation arrangements.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT.
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PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
At the Annual Meeting, shareholders of the Company will be asked to ratify the appointment of Deloitte & Touche LLP ("Deloitte"), as the Company's independent registered public accountants for the fiscal year ending September 30, 2025. This appointment was recommended and approved by the Audit Committee of the Company. If the shareholders do not ratify the appointment of Deloitte, then the Audit Committee may reconsider the appointment. Even if the selection of Deloitte is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year, if it determines that such a change would be in the best interests of the Company and its shareholders.
A representative of Deloitte will be present during the virtual Annual Meeting and available to respond to appropriate questions and will be given an opportunity to make a statement if the representative chooses to do so.
Deloitte has advised the Company that neither the firm nor any of its members has any relationship with the Company or any of its subsidiaries other than the usual relationship that exists between independent registered public accountants and clients.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE BY SHAREHOLDERS "FOR" RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2025.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Aggregate billings for the professional services rendered to the Company by Deloitte for the 2024 and 2023 fiscal years were as follows:
| 2024 | 2023 | |||||||||||||
| Audit Fees | $ | 2,510,000 | $ | 1,452,000 | ||||||||||
| Audit Related Fees | — | 114,000 | ||||||||||||
| Tax Fees | 23,385 | 1,662 | ||||||||||||
| Other Fees | 2,091 | 2,089 | ||||||||||||
| Total Fees | $ | 2,535,476 | $ | 1,569,751 | ||||||||||
Audit Fees related to the audits of the Company's annual financial statements for the fiscal years ended September 30, 2024 and 2023, reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for those years and consents related to various filings with the SEC. Audit Related Fees for 2024 include fees resulting from the acquisition of Luther Burbank Corporation. Tax Fees related to consulting services rendered for the fiscal years ended September 30, 2024 and 2023. Other Fees related to subscriptions to accounting research tools.
Audit Committee Pre-Approval Policy
The Audit Committee of the Board has implemented procedures under the Company's Audit Committee Pre-Approval Policy for Audit and Non-Audit Services (the "Pre-Approval Policy") to ensure that all audit and permitted non-audit services to be provided to the Company have been pre-approved by the Audit Committee. Specifically, the Audit Committee pre-approves the use of the Company's independent registered public accounting firm for specific audit and non-audit services, within approved monetary limits. If a proposed service has not been pre-approved pursuant to the Pre-Approval Policy, then it must be specifically approved by the Audit Committee before the service may be provided by the Company's independent registered public accounting firm. Any pre-approved services exceeding the pre-approved monetary limits require specific approval by the Audit Committee. All of the audit services provided by Deloitte to the Company in 2024 and 2023 were pre-approved by the Audit Committee.
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OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting other than those matters described in this Proxy Statement. However, if any other matters should properly come before the Annual Meeting, it is intended that the proxies solicited hereby will be voted with respect to those other matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company and it will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Common Stock. In addition to solicitations by mail, directors, officers and employees of the Company may solicit proxies personally or by telephone without additional compensation.
SHAREHOLDER PROPOSALS
No shareholder proposals were submitted in connection with this Annual Meeting.
Any proposal that a shareholder wishes to have included in the proxy solicitation materials to be used in connection with the next Annual Meeting of Shareholders must be received by the Company at its principal executive offices at 425 Pike Street, Seattle, Washington 98101 no later than August 25, 2025. If such proposal is in compliance with all of the requirements of Rule 14a-8 under the Exchange Act, it will be included in the proxy statement and set forth on the form of proxy issued for the next Annual Meeting of Shareholders. It is urged that any such proposals be sent by certified mail, return receipt requested.
Shareholder proposals that are not submitted for inclusion in the Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be brought before an Annual Meeting pursuant to Section 2.15 of the Company's Amended and Restated Bylaws, which provides that business at an Annual Meeting of Shareholders must be: (a) properly brought before the meeting by or at the direction of the Board of the Company; or (b) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an Annual Meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder's notice must be delivered to, or mailed and received at, the principal executive offices at 425 Pike Street, Seattle, Washington 98101 no later than ninety (90) days prior to the anniversary date of the mailing of proxy materials by the Company in connection with the immediately preceding Annual Meeting of Shareholders of the Company, or not later than September 24, 2025 in connection with the Annual Meeting of Shareholders for the fiscal year 2025. Such shareholder's notice is required to set forth certain information specified in the Company's Amended and Restated Bylaws. A shareholder should carefully read our bylaws to comply with the notice requirements for such shareholder proposals.
In order for a shareholder to nominate one or more persons for election at an Annual Meeting of Shareholders, complete and timely notice must be delivered in writing to the Secretary of the Company, or mailed and received at, the principal executive offices at 425 Pike Street, Seattle, Washington 98101 no later than ninety (90) days prior to the anniversary date of the mailing of proxy materials by the Company in connection with the immediately preceding Annual Meeting of Shareholders of the Company, or not later than September 21, 2025 in connection with the Annual Meeting of Shareholders for the fiscal year 2025. Such notice is required to set forth certain additional information as is described above under “Shareholder Nominations” and set forth in Section 4.15 of the Company’s Amended and Restated Bylaws. A shareholder should carefully read our bylaws to comply with the notice requirements for such proposals to nominate directors.
In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Exchange Act, including providing a statement that such shareholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees, as required by Rule 14a-19(b).
ANNUAL REPORTS
Shareholders of record as of the Record Date for the Annual Meeting are being forwarded a copy of the Company's Annual Report to Shareholders for the fiscal year ended September 30, 2024 (the "Annual Report"). Included in the Annual Report are the consolidated statements of financial condition of the Company as of September 30, 2024 and 2023 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year
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period ended September 30, 2024, prepared in accordance with generally accepted accounting principles, and the related report of WaFd's independent auditors. The Annual Report is not a part of this Proxy Statement.
Upon receipt of a written request, the Company will furnish to any shareholder without charge a copy of its Annual Report on Form 10-K filed with the SEC under the Exchange Act for the fiscal year ended September 30, 2024. Upon written request and a payment of a copying charge of $.10 per page, WaFd will furnish to any such shareholder a copy of the exhibits to the Annual Report on Form 10-K. Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one set of these documents may have been sent to multiple shareholders at a shared address. Additional copies of this proxy statement and our Annual Report on Form 10-K are available upon request. Such written requests should be directed to Kelli J. Holz, Executive Vice President and Chief Financial Officer, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101, or by telephone at 206-624-7930. The Annual Report on Form 10-K is not a part of this Proxy Statement. The Annual Report on Form 10-K, together with this Proxy Statement and all SEC filings may also be downloaded or printed from the Company's website: www.wafdbank.com/investor-relations/wfsl-financial-data.
Any shareholder who wants to receive separate copies of our proxy statement and annual report in the future, or any shareholder who is receiving multiple copies and would like to receive only one copy per household, should contact his, her or its bank, broker or other nominee record holder.
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Appendix A
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