Business Context and Reporting Period
This Form 8-K Current Report was filed by First Northwest Bancorp on January 24, 2023. The filing discloses a corporate governance event involving the election of a new director to the Boards of Directors of the Company and its banking subsidiary, First Fed Bank.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
The primary material change is the expansion of the Board of Directors from nine to ten members with the election of Lynn Terwoerds. Ms. Terwoerds was appointed to the Audit (and Compliance) Committee for both the Company and First Fed Bank. The Board determined she meets independence requirements under NASDAQ listing standards.
Compensation and Governance Details
- Director Compensation: Ms. Terwoerds will receive an annual retainer of $36,530 for 2023, plus $4,160 for Audit Committee service. Retainers are paid in monthly installments.
- Equity Grant: As a first-time director, she will receive shares of common stock valued at $50,000 (based on the January 24, 2023 closing price), vesting in three equal annual installments.
- Term: Her term is effective immediately and continues until the 2023 Annual Meeting of Shareholders.
- Related Parties: No family relationships exist between Ms. Terwoerds and other executives or directors, and no transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.
Investor Verification Checklist
- Verify the exact number of shares issued for the $50,000 equity grant based on the January 24, 2023 closing price.
- Confirm the total number of directors on the Board following this election (now ten).
- Review the attached Press Release (Exhibit 99.1) for additional biographical details on the new director.
- Monitor the 2023 Annual Meeting proxy statement for the shareholder vote on Ms. Terwoerds' re-election.