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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Act, and item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our principal executive officer (“PEO”), Mr. Adams, and the named executive officers (“NEOs”) excluding Mr. Adams (non-PEO NEOs) and certain financial performance metrics of FS Bancorp using the methodology that has been prescribed by the SEC. Refer to the Compensation Discussion and Analysis in this proxy statement for a complete description of how executive compensation relates to Bank performance and how the Compensation Committee makes its decision.

																		Value of Initial Fixed $100 Investment Based on:
										Average Summary Compensation Table Total for non-PEO NEOs ($)(1)
		Summary Compensation Table Total for PEO ($)(1)												Average Compensation Actually Paid to non-PEO NEOs ($)(2)								Peer Group Total Shareholder Return ($)(3)
																		Total Shareholder Return ($)(3)
						Compensation Actually Paid to PEO ($)(2)																				Net Income ($ in millions)				Return on Assets (%)(4)

Year

2024			1,563,222				1,914,920				730,408				1,415,125				145.99				132.44				35.0				1.18
2023			1,373,368				1,330,694				630,571				852,623				127.73				112.03				36.1				1.27
2022			1,364,828				1,246,692				562,879				453,130				111.93				111.47				29.6				1.22
2021			1,876,843				2,345,458				1,362,986				1,921,658				109.28				126.43				37.4				1.71
2020			1,801,481				1,322,596				1,611,519				1,248,859				87.58				90.82				39.3				2.02

(1)

The PEO for each year is Joseph C. Adams. The non-PEO NEOs for 2024 are Matthew D. Mullet, Shana Allen, Ben Crowl and Kelli Nielsen. The non-PEO NEOs for 2023 are Matthew D. Mullet, Donn C. Costa, Shana Allen, Kelli Nielsen and Dennis V. O’Leary. The non-PEO NEOs for 2022 are Matthew D. Mullet, Dennis V. O’Leary, Robert B. Fuller and Donn C. Costa. In 2021 and 2020, FS Bancorp was a smaller reporting company. The non-PEO NEOs for 2021 are Dennis V. O’Leary and Donn C. Costa. The non-PEO NEOs for 2020 are Matthew D. Mullet and Donn C. Costa.

(2)

The following amounts were deducted from/added to summary compensation table total compensation in accordance with the SEC-mandated adjustments to calculate compensation actually paid for the year ended December 31, 2024. The fair value of stock awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

PEO Total Compensation Amount

$ 1,563,222

$ 1,373,368

$ 1,364,828

$ 1,876,843

$ 1,801,481

PEO Actually Paid Compensation Amount

1,914,920

1,330,694

1,246,692

2,345,458

1,322,596

Non-PEO NEO Average Total Compensation Amount

730,408

630,571

562,879

1,362,986

1,611,519

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,415,125

852,623

453,130

1,921,658

1,248,859

Adjustment to Non-PEO NEO Compensation Footnote

		PEO ($)				Average for non-PEO NEOs ($)
Summary compensation table total			1,563,222				730,408
Deduct grant date fair value of equity awards granted in fiscal year			(454,652)				(618,611)
Add fair value at fiscal year end of outstanding and unvested equity awards granted in fiscal year			454,285				778,774
Add change in fair value of outstanding and unvested equity awards granted in prior fiscal years			213,311				296,820
Add change in fair value as of vesting date of equity awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year			138,754				227,734
Compensation actually paid			1,914,920				1,415,125

(3)	Total Shareholder Return (“TSR”) assumes $100 invested in FS Bancorp common stock and the S&P U.S. SmallCap Banks Index on December 31, 2019 with all dividends reinvested.

(4)	We determined that return on assets is the most important financial measure used to link compensation actually paid to our NEOs for the most recently completed fiscal year to company performance.

Compensation Actually Paid vs. Total Shareholder Return

Descriptions of the Information Presented in the Pay Versus Performance Table. The illustrations below compare “compensation actually paid” (as calculated in accordance with the SEC’s rules) and the following measures:

●

FS Bancorp’s cumulative TSR and the peer group’s cumulative TSR;

●

FS Bancorp’s Net Income; and

●

FS Bancorp’s Return on Assets.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

Most Important Financial Performance Measures. As required by the SEC’s rules, the following is a list of the most important financial measures used to link “compensation actually paid” to our performance. The roles of each of these performance measures in our executive compensation programs is more thoroughly discussed in the Compensation Discussion and Analysis in this proxy statement, along with a description of how executive compensation relates to our performance and how the Compensation Committee makes its decisions.

●

Net Income

●

Net Interest Margin

●

Efficiency Ratio

●

Return on Assets

●

Relative Total Shareholder Return

Total Shareholder Return Amount

$ 145.99

127.73

111.93

109.28

87.58

Peer Group Total Shareholder Return Amount

132.44

112.03

111.47

126.43

90.82

Net Income (Loss)

$ 35,000,000

$ 36,100,000

$ 29,600,000

$ 37,400,000

$ 39,300,000

Company Selected Measure Amount

1.18

1.27

1.22

1.71

2.02

Joseph C. Adams

Pay vs Performance Disclosure

Net Income

Pay vs Performance Disclosure

Net Interest Margin

Pay vs Performance Disclosure

Efficiency Ratio

Pay vs Performance Disclosure

Return on Assets

Pay vs Performance Disclosure

Relative Total Shareholder Return

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (454,652)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

454,285

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

213,311

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

138,754

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(618,611)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

778,774

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

296,820

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 227,734