FS Bancorp (FSBW) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to elect directors, approve executive compensation, adopt a new equity incentive plan, and ratify the external auditor appointment.

• Shareholders can vote via Internet, phone, or mail, and may attend and vote in person.

• Board and management emphasize strong governance, risk oversight, and shareholder engagement.

Voting matters and shareholder proposals

• Four proposals: election of two directors for three-year terms, advisory approval of executive compensation, adoption of the 2026 Equity Incentive Plan, and ratification of Baker Tilly US, LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the next annual meeting must be submitted by December 7, 2026.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; Board Chair is independent.

• Directors have diverse backgrounds in banking, law, accounting, nonprofit, and business.

• Committees: Audit, Compensation, Governance/Nominating/Culture—all comprised of independent directors.

• Board conducts regular self-evaluations, executive sessions, and annual training.

• Succession planning and risk oversight are ongoing priorities.