Northrim BanCorp (NRIM) Proxy filing summary

Executive summary

• The annual shareholders' meeting will be held virtually on May 28, 2026, with shareholders able to vote and ask questions online.

• Shareholders of record as of March 31, 2026, are entitled to vote on key proposals, including director elections, amendments to the stock incentive plan, executive compensation, and auditor ratification.

• The Board recommends voting in favor of all proposals, including the election of twelve directors, the amendment to the stock incentive plan, executive compensation, and the ratification of Baker Tilly as the independent auditor.

Voting matters and shareholder proposals

• Proposals include electing twelve directors, amending the 2025 Stock Incentive Plan to add non-employee directors, a non-binding advisory vote on executive compensation, and ratification of Baker Tilly as auditor.

• No other shareholder proposals were received for this meeting; future proposals must comply with bylaws and SEC rules and be submitted by January 29, 2027, for the 2027 meeting.

• Shareholders may vote online, by mail, or during the virtual meeting; each share equals one vote, and a majority is required for approval of each proposal.

Board of directors and corporate governance

• The Board consists of twelve directors, with a mix of tenured and newly appointed members, emphasizing diversity and refreshment.

• All directors except the CEO are independent; an independent lead director oversees executive sessions and committee assignments.

• The Board has Audit, Compensation, and Governance and Nominating Committees, all composed of independent directors.

• Annual board and committee evaluations are conducted, including self-assessments and third-party surveys.

• Director nomination criteria include integrity, leadership, independence, diversity, and active participation.