NORTHRIM BANCORP INC 8-K

What Happened

• Northrim BanCorp, Inc. (filed Jan 2, 2026; effective Jan 1, 2026) announced new employment agreements for four named executive officers — Michael G. Huston (Chairman, President & CEO), Jed W. Ballard (EVP & CFO), Mark Edwards (EVP & Chief Credit Officer), and Amber Zins (EVP & Chief Operating Officer) — and newly executed an employment agreement with Jason Criqui (EVP & Chief Banking Officer). The agreements keep existing terms largely the same but increase base salaries for the named officers and convert certain retirement/deferral benefits to fixed annual contributions to the company’s non‑qualified deferred compensation plan.
• Mr. Huston’s agreement adds the title of Chairman and raises his base salary to $630,000. Messrs. Ballard and Edwards and Ms. Zins receive base salary increases and specified annual contributions to the non‑qualified deferred compensation plan in lieu of prior supplemental retirement or deferred compensation plans. Mr. Criqui’s agreement runs initially through Dec 31, 2026 (auto‑renewing yearly unless notice is given), sets a base salary and benefits, and includes change‑of‑control severance protections.

Key Details

• Effective Jan 1, 2026: Huston base salary $630,000; Ballard $421,540 (10% deferred comp contribution); Edwards $305,615 (5% contribution); Zins $353,031 (10% contribution).
• Named executives are removed from the Employer’s supplemental executive retirement plan and prior deferred compensation plan and will instead receive annual contributions (5%–20% of base salary) to the non‑qualified deferred compensation plan.
• Jason Criqui: base salary $307,400, 10% annual contribution to non‑qualified deferred compensation, eligible for profit sharing and stock incentive plans, and standard benefits; change‑of‑control/severance if terminated within 735 days of a change of control: (i) unpaid salary/expenses, (ii) 2× highest base salary in prior 3 years, (iii) 2× average profit share over prior 3 years, plus two years of health/dental coverage. Payments are subject to a 280G reduction so the present value does not exceed 2.99× the “base amount.”
• Employment agreements for Huston, Ballard, Edwards, Criqui, and Zins are filed as Exhibits 10.1–10.5 to the 8‑K.

Why It Matters

• These agreements increase fixed compensation and create explicit deferred‑compensation contributions and change‑of‑control severance commitments, which can raise the company’s personnel costs and potential contingent liabilities.
• The hires/agreements are governance and retention measures: they clarify leadership roles (Huston added as Chairman), preserve executive continuity, and set measurable severance protections for management.
• Investors wanting more detail on potential compensation expense and change‑of‑control exposure should review the full agreements filed as exhibits to the 8‑K.