FS Bancorp (FSBW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to elect directors, approve executive compensation, determine frequency of say-on-pay votes, and ratify the external auditor appointment.

• Shareholders of record as of March 21, 2025, are eligible to vote; multiple voting methods are available.

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

Voting matters and shareholder proposals

• Four proposals: election of three directors (two for three-year terms, one for one-year term), advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and ratification of Moss Adams LLP as auditor.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

• Shareholder proposals and nominations must follow specific advance notice procedures.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; roles of Board Chair and CEO are separated.

• Board committees (Audit, Compensation, Governance/Nominating/Culture) are composed entirely of independent directors.

• Board diversity, regular self-evaluations, and succession planning are emphasized.

• Shareholder communication is encouraged through multiple channels.