Sector: Financials
FS BANCORP INC · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Directors to Each Serve for a Three-Year Term
Degner joined the board in 2024 and is exempt from the TSR trigger as she has served less than 24 months; she brings over 45 years of banking experience including CFO expertise, meets all independence and attendance requirements, and no other disqualifying flags apply.
FSBW's 3-year return of +45.8% is strongly positive and the gap versus the company-disclosed peer group median is -45.3pp, which does not exceed the 50pp threshold required to trigger a vote against under the strong-positive TSR tier; Mansfield also passes all independence, attendance, overboarding, and qualifications checks.
Both nominees pass all policy screens. FSBW's 3-year total shareholder return of +45.8% is strongly positive, and underperformance versus the company-disclosed peer group median (-45.3pp) falls just below the 50pp trigger threshold for the strong-positive TSR tier, so no TSR-based concern fires. Both directors have relevant qualifications, serve only on this board (no overboarding), and all directors attended at least 85% of meetings.
CEO
Joseph C. Adams
Total Comp
$1,442,575
Prior Support
93%%
CEO Joseph C. Adams received total compensation of $1,442,575, which is consistent with benchmarks for a CEO at a community bank holding company with a market cap of approximately $297 million, and the prior year say-on-pay vote received nearly 93% support indicating broad shareholder approval. The compensation structure includes meaningful variable pay (bonus of $368,750 plus equity awards of $437,232 against a base salary of $590,000, meaning variable pay comprises approximately 59% of total pay), satisfying the 50-60% variable pay threshold. The company discloses a clawback policy in place since 2012 that was updated in 2023 to comply with Dodd-Frank requirements, and pay-for-performance alignment is reasonable given that FSBW delivered a positive 3-year return of +45.8% for shareholders.
Auditor
Baker Tilly US, LLP
Tenure
N/A
Audit Fees
$514,944
Non-Audit Fees
$149,718
Non-audit fees (audit-related fees of $18,900 plus tax fees of $130,818, totaling $149,718) represent approximately 29% of audit fees of $514,944, well below the 50% threshold that would raise independence concerns; Baker Tilly is a large national firm appropriate for a company of FSBW's size, and no material restatements or other disqualifying factors are present. Note: Baker Tilly is the successor firm to Moss Adams following a merger in June 2025, so a continuous tenure figure cannot be confirmed from the filing — the tenure trigger does not fire absent confirmed data.
The 2026 FS Bancorp annual meeting presents four proposals: director elections, say-on-pay, a new equity incentive plan, and auditor ratification. All standard proposals (director elections, say-on-pay, and auditor ratification) pass policy screens and receive FOR vote determinations, while the equity incentive plan falls outside the scope of the current voting policy and no determination is issued for that item.
18 companies disclosed in 2026 proxy filing
