HERITAGE FINANCIAL CORP (HFWA)
Sector: Financials
2026 Annual Meeting Analysis
HERITAGE FINANCIAL CORP · Meeting: May 7, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of eleven directors to each serve for a one-year term
New director appointed January 1, 2026 — within the 24-month exemption window — and brings relevant executive leadership and technology expertise; no overboarding, attendance, or independence concerns identified.
Long-serving Lead Independent Director with relevant financial and governance expertise; HFWA's 3-year TSR underperforms the compensation peer group median by only 14.3 percentage points, well below the 35-point threshold required to trigger a negative vote, so no TSR concern applies.
Director since 2022 with relevant fintech and legal expertise; the 3-year TSR gap versus peer median is only 14.3 percentage points, far short of the 35-point trigger, and no other policy flags are present.
Long-tenured director with strong legal, corporate governance, and regulatory expertise; the 3-year TSR underperformance versus peers does not meet the 35-point threshold to trigger a negative vote.
Director since 2022 with deep technology and product management experience from Google and Microsoft; 3-year TSR gap of 14.3 percentage points is well below the 35-point trigger threshold.
Long-serving director with 50 years of commercial real estate expertise and serves as Compensation Committee Chair; TSR underperformance versus peers does not reach the 35-point threshold required to flag a concern.
CEO director appointed May 2025 — within the 24-month new-director exemption — and brings extensive banking and executive leadership experience directly relevant to Heritage's community banking model.
Director since 2020 with valuable legal and governance expertise; the 3-year TSR gap versus peer median is 14.3 percentage points, well below the 35-point threshold, and no other policy flags apply.
New director appointed in 2025 — within the 24-month exemption — and brings exceptional banking audit expertise as a retired KPMG banking audit partner and designated audit committee financial expert.
Board Chair and long-tenured director with deep community banking knowledge as former CEO; HFWA's 3-year TSR underperforms the peer median by only 14.3 percentage points, far below the 35-point trigger, so no TSR concern applies.
Director since 2012 with strong financial services, CFO, and M&A expertise; the 3-year TSR gap versus peer median does not meet the 35-point threshold to trigger a negative vote and no other flags are present.
All eleven director nominees receive a FOR vote. Heritage's 3-year total shareholder return of +18.8% underperforms the compensation peer group median by 14.3 percentage points — well below the 35-point threshold required under the low-positive TSR band (0–20%) to trigger a negative vote. Additionally, HFWA's return underperforms QABA (First Trust NASDAQ ABA Community Bank Index) by 14.6 percentage points, also far below the 50-point ETF fallback threshold. Three directors (Allan, McDonald, Saunders) joined within the past 24 months and are exempt from the TSR trigger in any case. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Bryan D. McDonald
Total Comp
$1,345,480
Prior Support
97%%
CEO Bryan D. McDonald's total compensation of $1,345,480 is reasonable for a community bank CEO overseeing approximately $7 billion in assets, and reflects a mid-year promotion with a base salary set at $650,000. The pay structure is well-designed: 57% of target total compensation for the CEO is performance-based, exceeding the policy's 50–60% variable pay threshold, with annual cash incentives tied to objective metrics (earnings per share, net charge-offs, overhead ratio) and long-term equity split equally between performance-based awards (measured by three-year total shareholder return and return on tangible equity versus peers) and service-based restricted stock. The prior Say on Pay vote received 97% shareholder support, the company has a meaningful clawback policy, and no individual pay components appear excessive relative to the CEO's role and the company's size.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$942,700
Non-Audit Fees
$127,400
The non-audit (audit-related) fees of $127,400 represent approximately 13.5% of total audit fees of $942,700, comfortably below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy so no tenure trigger can be confirmed — the policy directs a FOR vote in that circumstance. No material financial restatements were identified, and Crowe LLP is a large national firm appropriate for a $1 billion community bank.
Overall Assessment
Heritage Financial Corporation's 2026 annual meeting ballot presents three straightforward proposals — a director slate of eleven nominees, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. The compensation program is well-structured with strong performance linkage and 97% prior shareholder support, the director slate shows no overboarding, attendance, or TSR trigger concerns, and the auditor fee ratio is well within acceptable independence limits.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing