DEF: WaFd Inc. Sets 2026 Annual Meeting, Details Executive Pay

WaFd, Inc. announces its 2026 Annual Meeting of Shareholders to be held virtually on February 3, 2026, outlining proposals for director elections, executive compensation, and auditor ratification.

Summary

• The Annual Meeting of Shareholders will be held virtually on Tuesday, February 3, 2026, at 8:00 a.m. Pacific Time.
• Shareholders will vote on the election of four directors for a three-year term ending in 2029: Stephen M. Graham, Bradley M. Shuster, Randall H. Talbot, and M. Max Yzaguirre.
• Shareholders will also cast a non-binding advisory vote on the compensation of the Named Executive Officers (NEOs) and ratify the appointment of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2026.
• The record date for shareholders entitled to vote at the Annual Meeting is November 28, 2025, with 76,434,807 shares of Common Stock issued and outstanding.
• For fiscal year 2025, the company reported net income available to common shareholders of $211,443,000, resulting in an Earnings Per Share (EPS) of $2.64.
• The Total Shareholder Return (TSR) for fiscal year 2025 was (10.1)%, which resulted in no payout for eligible performance share grants for fiscal years 2022, 2023, and 2024, as performance thresholds were not met.
• The CEO's annual total compensation for fiscal year 2025 was $3,822,631, and the median employee's annual total compensation was $65,525, resulting in a pay ratio of 58 to 1.

Sentiment

Score: 3

Explanation: The filing is a standard proxy statement, but the disclosed negative Total Shareholder Return and declining net income/EPS for fiscal year 2025, leading to no performance share payouts, indicate underperformance relative to compensation targets, which is a negative signal for investors.

Positives

• The company maintains strong corporate governance with an independent Chairman of the Board and a majority of independent directors on the Board and its committees.
• An executive compensation philosophy is in place that aims to align executive interests with shareholders, with a significant portion of NEO compensation being incentive-based and at-risk.
• A Clawback Policy was adopted, effective October 2, 2023, in accordance with SEC Rule 10D-1 and NASDAQ listing standards, allowing for recovery of erroneously awarded incentive-based compensation.
• All directors attended 100% of the Board meetings and Board committee meetings during their tenure in the last fiscal year.
• All Directors and Named Executive Officers are in compliance with the company's stock ownership guidelines, taking into consideration the five-year compliance deadline.
• The company has a Trading Policy that prohibits Directors and NEOs from hedging or pledging company stock.
• Shareholders approved the executive compensation in fiscal year 2024 with a 92.86% 'Say-on-Pay' vote in favor.

Negatives

• The company's Total Shareholder Return (TSR) for fiscal year 2025 was (10.1)%, indicating a negative return for shareholders.
• Due to the negative TSR, no payout was earned for eligible performance share grants related to fiscal years 2022, 2023, and 2024, as the required 9% TSR threshold was not met.
• Net Income available to common shareholders decreased from $257,426,000 in 2023 to $211,443,000 in 2025.
• GAAP Earnings Per Share (EPS) decreased from $3.72 in 2023 to $2.64 in 2025.

Risks

• The company faces inherent business risks including credit risk, interest rate risk, liquidity risk, operations risk, regulatory risk, strategic risk, and reputational risk.
• Executive compensation policies and practices are designed to minimize exposure to unnecessary or excessive risk-taking, with a balance between short-term and long-term incentives and caps on payout amounts.
• Change of Control Agreements with NEOs include a cap to reduce payments if necessary to avoid triggering the application of Section 280G of the Internal Revenue Code, which imposes a 20% excise tax on excess parachute payments and disallows company deductions.

Future Outlook

The company anticipates that all eligible employees will continue to receive an annual discretionary profit-sharing contribution, subject to a cap equal to 3% of eligible compensation. Future long-term incentive awards to Named Executive Officers may include contingent awards earned over multiple years based upon performance criteria consistent with the terms of the company's 2025 Stock Incentive Plan.

Management Comments

• "We sincerely hope that you will attend the virtual meeting, but even if you are planning to attend, we strongly encourage you to cast your vote in advance of the meeting. This will ensure that your shares are represented at the meeting." Stephen M. Graham, Chairman of the Board
• "We look forward to your participation. If you have any questions, please do not hesitate to contact us." Stephen M. Graham, Chairman of the Board

Industry Context

The company benchmarks its executive compensation against a peer group of similarly sized national and regional financial institutions and banks. The filing references the KBW Regional Banking Index for Total Shareholder Return comparisons, indicating its positioning within the broader banking sector. The company acknowledges facing various industry-specific risks, including credit, interest rate, liquidity, operations, regulatory, strategic, and reputational risks, which are overseen by its Risk Management Committee.

Comparison to Industry Standards

• The company's peer group for executive compensation benchmarking includes: Ameris Bancorp, Associated Banc-Corp, Atlantic Union Bankshares Corp., Banc of California, Inc., Bank of Hawaii Corporation, Banner Corporation, BankUnited, Inc., Cadence Bank, Cathay General Bancorp, Eastern Bankshares, Inc., F.N.B. Corporation, Fulton Financial Corporation, First Hawaiian, Inc., First Interstate BancSystem, Inc., Glacier Bancorp, Inc., Home BancShares, Inc., Hope Bancorp, Inc., Simmons First National Corporation, United Bankshares, Inc., and United Community Banks, Inc.
• Total Shareholder Return (TSR) is compared against the KBW Regional Banking Index.
• The CEO pay ratio of 58 to 1 is provided, with a note that comparison to peers may not be direct due to the flexibility in calculation methods under SEC rules.

Management Changes

Corporate Governance

Related Party Transactions

• As of September 30, 2025, there are ten loans outstanding to, or guaranteed by, members of the Board of Directors. These loans were made at market terms to the directors or their affiliates and are performing in accordance with their contractual terms.
• In November 2022, the company entered into an agreement with certain subsidiaries of Madrona Venture Group (where director Steve Singh is a Managing Director) to form a technology company called Archway Software, Inc.
• In March 2025, the company divested its ownership of Archway, receiving Archway's intellectual property and certain other assets, and paid Archway $475,000 for fixed assets and prepaid items.
• The company retained approximately 4.3% of the common shares of Archway, which was subsequently renamed Covenant IQ, Corp. Madrona is currently the majority owner of Covenant IQ, Corp., and Mr. Singh serves as its chairman.

Stakeholder Impact

• Shareholders: Directly impacted by the proposals to be voted upon, including director elections and executive compensation. The negative Total Shareholder Return for fiscal year 2025 directly impacts shareholder value.
• Employees: Benefit from the 401(k) plan with company contributions and matching, and the Deferred Compensation Plan. Executive compensation programs are designed to attract, retain, and motivate top talent.
• Customers/Clients: The company's vision includes leveraging data to anticipate needs and empower clients, and a focus on client service and external relations is a key performance criterion for executive officers.
• Communities: The company is committed to social and environmental responsibility, giving back through volunteerism and charitable contributions focused on financial literacy, housing, community development, and social services for various demographics.

Next Steps

• Shareholders are encouraged to cast their votes in advance of the Annual Meeting on February 3, 2026.
• The Board will act on the Nominating and Governance Committee's recommendation regarding director resignations if a majority vote is not achieved in an uncontested election.
• The Board and Compensation Committee will review the results of the advisory vote on executive compensation and consider it when making decisions regarding future executive compensation arrangements and the frequency of such votes.
• Answers to appropriate questions pertinent to meeting matters, including those not answered at the meeting due to time constraints, will be posted at www.wafdbank.com/about-us/investor-relations after the meeting, if necessary.

Key Dates

Recommendation

While the company demonstrates sound corporate governance and a commitment to aligning executive compensation with performance, the disclosed negative Total Shareholder Return of (10.1)% for fiscal year 2025 and the decline in Net Income and GAAP EPS from 2023 to 2025 are concerning. The failure to meet performance thresholds for executive share payouts highlights recent underperformance. However, the proxy statement is primarily procedural and does not provide a full financial picture to warrant a strong buy or sell. A 'Hold' recommendation is appropriate as investors should monitor future financial reports for signs of improvement or continued decline.

Keywords

WaFd, WAFD, proxy statement, annual meeting, executive compensation, corporate governance, director election, auditor ratification, financial performance, total shareholder return, earnings per share, banking, financial services, risk management, stock awards, performance shares