Heritage Financial (HFWA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 5, 2025, to elect nine directors, approve executive compensation, and ratify the appointment of Crowe LLP as the independent auditor for 2025.

• The board is highly independent and diverse, with 91% independence, five women, and one ethnically diverse member among the nominees.

• 2024 saw a focus on balance sheet restructuring, cost reductions, and operational efficiencies, resulting in a 29.9% decrease in net income and a 29.1% decrease in diluted EPS compared to 2023.

• CEO succession is planned, with Mr. McDonald set to become CEO following Mr. Deuel’s retirement after the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors for one-year terms, an advisory say-on-pay vote, and the ratification of Crowe LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the next annual meeting must be submitted by November 21, 2025.

Board of directors and corporate governance

• The board meets ten times per year, with all committees composed of independent directors.

• Committees include Audit and Finance, Compensation, Corporate Governance and Nominating, and Risk and Technology.

• Board performance is evaluated annually, and succession planning is a priority.

• Directors must own stock equal to three times their annual retainer; CEO and NEOs have similar ownership requirements.