Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported on August 31, 2022, effective January 1, 2023, Ms. Kelli
Holz assumed the role of Executive Vice President and Chief Financial Officer
for Washington Federal, Inc. (the "Company") and its wholly-owned subsidiary,
Washington Federal Bank, dba WaFd Bank, succeeding Mr. Vincent Beatty who
previously served in this role.
Ms. Holz will be employed by the Company on an at-will basis and will be
entitled to an annual base salary of $400,000. She will also be eligible for an
annual cash bonus with a target of 75% of base salary, and eligible to receive
grants of restricted stock and performance shares under the Company's incentive
plan, consistent with other executive officers. In addition, it is anticipated
that Ms. Holz will enter into the Company's standard form of indemnification
agreement and the Company's standard form of Change of Control Agreement
providing for severance only upon the occurrence of both a Change of Control (as
defined in the Change of Control Agreement) and an adverse impact on the
executive officer's employment, such as an involuntarily termination or a
significant diminution in role or responsibilities, which the Company's Board of
Directors will consider at its next regularly scheduled meeting on February 14,
2023.
Mr. Beatty will remain employed by the Company on an at-will basis and at his
current annual base salary in the role of Executive Vice President and Senior
Advisor to the Chief Financial Officer. He will be eligible for cash bonuses,
grants of restricted stock and stock option awards consistent with other
employees. It is anticipated that Mr. Beatty will remain in this role until his
retirement on March 31, 2023.
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