FS Bancorp Enters Change-in-Control Agreements

The agreements ensure severance protections for executives in the event of organizational shifts.

December 09, 2025

Building Executive Continuity Into Transition Planning

When leadership changes, stability matters. FS Bancorp, Inc., the parent company of 1st Security Bank of Washington, is preparing for that possibility by putting clear protections in place for key executives. As of December 2, 2025, the bank entered into change-in-control agreements with three members of its senior team: Robert Nesbitt (Chief Credit Operations Officer), Sean McCormick (Chief Credit Administration Officer), and Phillip Whittington (Chief Financial Officer).

Here’s how it works. If a change in control takes place and one of these executives is involuntarily terminated—either within six months before or up to twelve months after the change—they’ll receive a severance payment equal to twelve months of their current base salary. That payment will be delivered as a lump sum within 45 days of their departure.

What Triggers Severance?

The agreement clearly defines what counts as an involuntary termination. The conditions include:

• Termination without cause


• A reduction in base salary, unless it's applied across all senior officers


• Material changes in benefits or vacation, again unless applied broadly


• Relocation more than 20 miles from Mountlake Terrace, WA


• Any significant demotion in title, responsibilities, or duties

Why These Agreements Matter

For FS Bancorp, this is about reinforcing continuity. The agreements don’t change day-to-day operations, but they do create a clear framework for how transitions are handled at the top. That helps the company stay focused, even in the face of change.

Structuring these protections also sends a message to investors and other stakeholders: leadership stability is a priority, even during organizational shifts. The agreements are proactive—not reactive—giving both the bank and its executives clarity on how a change in control would be managed.

The full structure and terms of the agreement are available as Exhibit 10.1 in the company’s latest SEC submission. This move keeps FS Bancorp aligned with best practices for executive transition planning and ensures transparent communication around leadership continuity.