WAFD Inc. DEF 14A: Executive Compensation & Governance

Ticker: WAFDP · Form: DEF 14A · Filed: Dec 23, 2024 · CIK: 936528

Wafd Inc DEF 14A Filing Summary
FieldDetail
CompanyWafd Inc (WAFDP)
Form TypeDEF 14A
Filed DateDec 23, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, governance, annual-report

Related Tickers: WAFD

TL;DR

WAFD DEF 14A out: Exec comp details for FY24, stock awards for Beardall & Cooper disclosed.

AI Summary

WAFD Inc. filed its DEF 14A on December 23, 2024, detailing executive compensation and corporate governance matters for the fiscal year ending September 30, 2024. The filing includes information on stock awards granted to executives such as Brent Beardall and Cathy Cooper, with fair values reported for various fiscal years. The company, formerly known as Washington Federal Inc., is headquartered in Seattle, WA.

Why It Matters

This filing provides shareholders with crucial information regarding how executive compensation is structured and approved, impacting company performance and shareholder value.

Risk Assessment

Risk Level: medium — DEF 14A filings can reveal details about executive compensation and corporate governance that may influence investor sentiment and stock performance.

Key Numbers

  • 2024-09-30 — Fiscal Year End (Reporting period for compensation details)
  • 2023-09-28 — Name Change Date (Date of name change from Washington Federal Inc.)

Key Players & Entities

  • WAFD INC (company) — Filer
  • Washington Federal Inc. (company) — Former company name
  • Brent Beardall (person) — Executive/Board Member
  • Cathy Cooper (person) — Executive/Board Member
  • 425 Pike Street, Seattle, WA 98101 (address) — Company Headquarters

FAQ

What is the total compensation for Brent Beardall for the fiscal year ending September 30, 2024?

The filing does not explicitly state the total compensation for Brent Beardall for the fiscal year ending September 30, 2024, but it details stock awards granted with fair values for various periods.

What was the fair value of stock awards granted to Cathy Cooper during the 2023 fiscal year?

The filing indicates that for the fiscal year 2023 (October 1, 2022 - September 30, 2023), Cathy Cooper was a member, and stock awards were granted with associated fair values.

When did WAFD Inc. change its name from Washington Federal Inc.?

WAFD Inc. changed its name from Washington Federal Inc. on September 28, 2023.

What is the primary business of WAFD Inc. according to the filing?

WAFD Inc. is classified under NATIONAL COMMERCIAL BANKS [6021].

What is the SEC file number for WAFD Inc.'s DEF 14A filing?

The SEC file number for this DEF 14A filing is 001-34654.

Filing Stats: 4,695 words · 19 min read · ~16 pages · Grade level 11.5 · Accepted 2024-12-23 17:23:38

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 Insider Stock Ownership Guidelines 7 Insider Trading Arrangements and Policies 7 Prohibition on Hedging and Pledging 7 Delinquent Section 16(a) Reports 7 PROPOSAL 1: ELECTION OF DIRECTORS 8 Information with Respect to Nominees for Director and Continuing Directors 9 Executive Officers 13 CORPORATE GOVERNANCE 14 The Board of Directors and Its Committees 14 Board Leadership Structure and the Board's Role in Risk Oversight 15 Selection of Nominees for the Board 15 Director Qualifications 16 Environmental, Social and Governance ("ESG") Matters 16 Board Diversity Discussion and Analysis 17 Director Retirement 17 Shareholder Nominations 18 Communications with the Board 18 Code of Conduct and Ethics 18 Compensation Committee Interlocks And Insider Participation 18 Related Person Transactions 19 REPORT OF THE AUDIT COMMITTEE 20

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 21 Compensation Discussion and Analysis 21 Report Of The Compensation Committee 30 Summary Compensation Table 31 All Other Compensation Table 32 Grants of Plan-Based Awards for the 2023 Fiscal Year 33 Outstanding Equity Awards at Fiscal Year End 34 Stock Vested During Fiscal 2023 35 Nonqualified Deferred Compensation for the 2023 Fiscal Year 35 Potential Payments Upon Termination or Change in Control 36 Pay Ratio 38 Pay Versus Performance 38 DIRECTOR COMPENSATION 42 PROPOSAL 2: APPROVAL OF WAFD, INC. 2025 STOCK INCENTIVE PLAN 44 PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION OF WAFD, INC.'S NAMED EXECUTIVE OFFICERS 50 PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS 51 Principal Accounting Fees and Services 51 Audit Committee Pre-Approval Policy 51 OTHER MATTERS 52 SHAREHOLDER PROPOSALS 52 ANNUAL REPORTS 52 PROXY CARD AND NOTICE 51 APPENDIX A - WAFD, INC. PROPOSED 2025 STOCK INCENTIVE PLAN 55 GENERAL INFORMATION ABOUT THE PROXY MATERIALS ANNUAL MEETING AND VOTING This Proxy Statement is furnished to the holders of the common stock ("Common Stock"), of WaFd, Inc. ("WaFd" or the "Company"), the holding company of Washington Federal Bank, a federally-insured Washington state chartered commercial bank dba WaFd Bank, in connection with the solicitation of proxies by the Board of Directors ("Board") of the Company, to be used at the Annual Meeting of Shareholders that will be held live via the internet at www.virtualshareholdermeeting.com/WAFD2025 , on Tuesday, February 11, 2025 at 8:00 a.m.. Pacific Time, and at any adjournment thereof (the "Annual Meeting"), for the purposes set forth in the Notice of Annual Meeting of Shareholders. This Proxy Statement is first being sent to shareholders on or about December 23, 2024. The proxy solicited hereby, if properly executed and returned and not revoked prior to its use, will be voted in accordance with the instructions provided.

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