Northrim BanCorp (NRIM) Proxy Filing summary

Executive summary

• Annual Shareholders' Meeting scheduled for May 22, 2025, will be held virtually, allowing electronic voting and Q&A participation.

• Shareholders as of March 28, 2025, are eligible to vote on key proposals, including director elections, stock incentive plan, executive compensation, and auditor ratification.

• Proxy materials, including the 2024 Annual Report and Form 10-K, are available online and by mail.

Voting matters and shareholder proposals

• Four main proposals: election of thirteen directors, approval of the 2025 Stock Incentive Plan, advisory vote on executive compensation, and ratification of Moss Adams LLP as independent auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by January 21, 2026, following SEC and bylaw requirements.

Board of directors and corporate governance

• Thirteen directors nominated, with a mix of tenure and diverse backgrounds; majority are independent.

• Board committees include Audit, Compensation, and Governance/Nominating, all composed of independent directors.

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

• Code of Conduct and Insider Trading Policy in place, with robust compliance and ethics protocols.