Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective January 1, 2023, the Compensation Committee of the Board of Directors of Northrim BanCorp, Inc. (the "Company") and its wholly owned subsidiary, Northrim Bank (the "Bank") (collectively, the "Employer") deemed it appropriate that the Employer and each of the following named executive officers of the Company, Joseph M. Schierhorn, Chairman, President & Chief Executive Officer and Chief Operating Officer of the Company and Chairman and Chief Executive Officer of the Bank; Jed W. Ballard, Executive Vice President and Chief Financial Officer of the Company and the Bank; Michael G. Huston, President and Chief Lending Officer of the Bank; and Benjamin Craig, Executive Vice President and Chief Information Officer of the Bank, enter into a new employment agreement under which the provisions and terms remain, essentially, the same as the respective employment agreement that was in effect at December 31, 2022, except for certain changes to the employment agreements with Messrs. Schierhorn, Ballard, Huston, and Craig discussed below.

Mr. Schierhorn's new employment agreement provides for an increase in base salary to $483,866.

Mr. Ballard's new employment agreement provides for an increase in base salary to $307,308.

Mr. Huston's new employment agreement provides for a base salary of $332,872.

Mr. Craig's new employment agreement provides for a base salary of $259,914.

In addition, on January 1, 2023, the Company's wholly owned subsidiary, Residential Mortgage Holding Company, LLC ("RMHC") and its wholly owned subsidiary, Residential Mortgage, LLC ("RML") (collectively, "Residential Mortgage") entered into an employment agreement between RMHC and Michael C. Baldwin, President and Chief Operating Officer of RML. The employment agreement with Mr. Baldwin has an initial term ending on December 31, 2023, which term will be automatically extended for additional one-year terms unless at least 90 days prior to any January 1, either party gives notice of its intent not to extend such term or the employment agreement is terminated in accordance with its termination provisions. Mr. Baldwin is a named executive officer of the Company.

Under the terms of his employment agreement, Mr. Baldwin will receive an annual base salary of $300,000 as adjusted from time to time, and an annual contribution of $30,000, as adjusted from time to time, to RML's deferred compensation plan. Mr. Baldwin also receives a bonus, paid monthly, equal to the difference between 2% of RMHC's cumulative net earnings less cumulative bonuses previously paid to Mr. Baldwin under his employment agreement. Mr. Baldwin is also eligible to participate in RML's 401K plan. RML will also provide Mr. Baldwin with reasonable health insurance, disability and other employment benefits and Mr. Baldwin is eligible to participate in all of RML's employee benefit programs. Residential Mortgage will also reimburse Mr. Baldwin for reasonable expenses incurred in performing and promoting the business of RML.

In the event of a "Change of Control", termination without "Cause" or termination by Mr. Baldwin for "Good Reason" (as such terms are defined in the employment agreement) within 730 days of such Change in Control, Mr. Baldwin shall be paid (i) all base salary earned and all reimbursable expenses incurred through such termination date, (ii) an amount equal to one times Mr. Baldwin's highest base salary earned over the prior three years, and (iii) an amount equal to one times Mr. Baldwin's average bonus paid over the prior three years. Additionally, Residential Mortgage will continue to provide Mr. Baldwin, at its expense, health and dental insurance benefits for a period of one year following termination of the employment agreement. If any "Change in Control" payments to which Mr. Baldwin is entitled pursuant to the employment agreement would otherwise constitute a "parachute payment" under Internal Revenue Code Section 280G, then pursuant to the terms of the employment agreement, such payments will be subject to reduction in an amount so that the present value of the total amount received by Mr. Baldwin will be 2.99 times Mr. Baldwin's base amount (as defined in Internal Revenue Code Section 280G).

Mr. Baldwin is also subject to certain confidentiality, non-competition, non-solicitation and non-disparagement provisions pursuant to the terms of his employment agreement.

Copies of the employment agreements in their entirety for Messrs. Schierhorn, Ballard, Huston, Craig, and Baldwin are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5 respectively.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements - not applicable (b) Proforma financial information - not applicable (c) Shell company transactions - not applicable

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(d) Exhibit No.               Description

10.1                          Employment agreement with Joseph M. Schierhorn dated January 1, 2023
10.2                          Employment agreement with Jed W. Ballard dated January 1, 2023
10.3                          Employment agreement with Michael G. Huston dated January 1, 2023
10.4                          Employment agreement with Benjamin Craig dated January 1, 2023
10.5                          Employment agreement with Michael C. Baldwin dated January 1, 2023

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