HERITAGE FINANCIAL CORP /WA/
For the period ended Mar 20, 2026. Filed Mar 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 20, 2026 · Filed Mar 20, 2026
Contents
Pay Versus Performance
In accordance with rules adopted by the SEC, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation actually paid ("CAP") and certain Company performance for the fiscal years listed below. You should refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.
| Year · Summary Compensation Table Total for PEO, Deuel (1) · Compensation Actually Paid (CAP) to PEO, Deuel · Average Summary Compensation Table Total for non-PEO NEOs (2) · Average Compensation Actually Paid to Non-PEO NEOs · Value of Initial Fixed $100 Investment Based on: · Net Income (dollars in thousands) · Diluted Earnings per Share (4) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Summary Compensation Table Total for PEO, McDonald (1) · Compensation Actually Paid (CAP) to PEO, McDonald · Company Total Shareholder Return · Peer Group Total Shareholder Return (3) | ||||||||||
| 2025 | $1,012,243 | $866,385 | $1,345,480 | $1,274,531 | $761,426 | $737,432 | $122.94 | $160.37 | $67,532 | $1.96 |
| 2024 | $1,630,201 | $1,781,999 | $— | $— | $802,853 | $852,649 | $122.24 | $145.82 | $43,258 | $1.24 |
| 2023 | $1,609,640 | $1,117,360 | $— | $— | $759,489 | $599,782 | $102.00 | $123.35 | $61,755 | $1.75 |
| 2022 | $1,646,631 | $2,017,896 | $— | $— | $745,198 | $862,522 | $139.52 | $122.74 | $81,875 | $2.31 |
| 2021 | $1,431,274 | $1,328,856 | $— | $— | $650,852 | $638,129 | $107.88 | $139.21 | $98,035 | $2.73 |
(1)For 2021, 2022, 2023, 2024 and until May 6, 2025, Heritage's principal executive officer ("PEO") was Mr. Deuel. Mr. Deuel's 2025 Compensation Actually Paid was $866,385. Effective May 7, 2025, Heritage's PEO was Mr. McDonald.
(2)For 2021, and 2022, Heritage's non-PEO NEOs were Messrs. McDonald, Hinson, and Chalfant, and Cindy Hirman. Ms. Hirman was the Chief Banking Officer and she retired in April 2023. For 2023, Heritage's non-PEO NEOs were Messrs. McDonald, Hinson, Chalfant, and Ray. For 2024, Heritage's non-PEO NEOs were Messrs. McDonald, Hinson, Chalfant, and Bley. For 2025, Heritage's non-PEO NEOs were Messrs. Hinson, Chalfant, Bley, and Ray.
(3)The bank index utilized is the S&P U.S. SmallCap Banks Index.
(4)Diluted Earnings per Share is the Company Selected Measure. This metric is reported as unadjusted.
The following table reconciles the 2025 Summary Compensation Table compensation to the CAP disclosed in the above table. The PEO compensation disclosed below is for Mr. Deuel.
| 2025 | PEO | Non PEO NEOs |
|---|---|---|
| Summary Compensation Table Total Compensation | $1,012,243 | $761,426 |
| – Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (443,702) | (116,646) |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 424,845 | 111,689 |
| + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (118,907) | (19,615) |
| + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during the Fiscal Year | (8,094) | 578 |
| Compensation Actually Paid | $866,385 | $737,432 |
The following table reconciles the 2025 Summary Compensation Table compensation to the CAP disclosed in the above table. The PEO compensation disclosed below is for Mr. McDonald.
| 2025 | PEO | Non PEO NEOs |
|---|---|---|
| Summary Compensation Table Total Compensation | $1,345,480 | $761,426 |
| – Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (256,632) | (116,646) |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 245,723 | 111,689 |
| + Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (56,677) | (19,615) |
| + Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied during the Fiscal Year | (3,363) | 578 |
| Compensation Actually Paid | $1,274,531 | $737,432 |
The valuation assumptions used to calculate equity award fair values in the above table are prescribed by Item 402(v) of Regulation S-K and did not materially differ from those disclosed at the time of the grant.
The illustrations below provide a graphical description of CAP (as calculated in accordance with the SEC rules) and the following measures:
the Company's and the indexed cumulative total shareholder return (assuming an initial fixed investment of $100);
the Company's Net Income; and
the Company Selected Measure, which is Diluted Earnings per Share.
In the Company's assessment, the most important financial measures used to link CAP to our NEOs, for the most recently completed fiscal year, to the Company's performance were the following:
Most Important Financial Performance Measures
Diluted Earnings per Share
Net Charge Offs/Average Loans
Overhead Ratio
Return on Average Tangible Common Equity
Three-Year Total Shareholder Return
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.