Heritage Financial HFWA

Bryan D. McDonald is the President of the Company and the President and Chief Executive Officer of the Bank. Mr. McDonald joined the Bank as an Executive Vice President and Chief Lending Officer in connection with the Company's acquisition of Washington Banking Company and its wholly-owned banking subsidiary, Whidbey Island Bank, in 2014. Mr. McDonald was promoted to Executive Vice President of the Company and Executive Vice President and Chief Operating Officer of the Bank in 2018, and to President and Chief Operating Officer of the Bank in 2021. In connection with the Company's previously-announced CEO succession plan, Mr. McDonald assumed the roles of President of the Company and President and Chief Executive Officer of the Bank in 2024, and it is anticipated that the Board will appoint him to succeed Mr. Deuel as CEO and a director of the Company immediately following the Annual Meeting.

Donald J. Hinson serves as Executive Vice President and Chief Financial Officer of the Company and the Bank, positions he has held since 2012. From 2007 to 2012, he was Senior Vice President and Chief Financial Officer of the Company and the Bank. Mr. Hinson joined the Company and the Bank in 2005 as Vice President and Controller.

Nicholas M. Bley serves as an Executive Vice President of the Company, and as the Executive Vice President and Chief Operating Officer of the Bank. Mr. Bley joined the Bank in these roles in October 2024. Prior to joining the Bank, Mr. Bley held various titles with JPMorgan Chase & Co. over the past 16 years, with his most recent role being the Managing Director and Commercial Real Estate Senior Regional Sales Manager.

Tony W. Chalfant serves as the Executive Vice President and Chief Credit Officer of the Company and the Bank, positions he has held since July 2020. Prior to this, Mr. Chalfant served as the Senior Vice President and Deputy Chief Credit Officer of the Bank since July 2019. Prior to that, he had served as a Regional Credit Officer of the Bank since January 2018, when the Bank acquired Puget Sound Bank. Mr. Chalfant served as the Chief Credit Officer for Puget Sound Bank for 13 years prior to its acquisition by the Company.

Brian L. Vance has served as the Board Chair since May 2020, having served as the Executive Chair from July 2019 until May 2020. Mr. Vance was President and CEO of Heritage and CEO of Heritage Bank from 2006 and 2003, respectively, until July 2019. He served as President and CEO of Heritage Bank from 2003 until September 2012, when Jeffrey J. Deuel was promoted to President. Mr. Vance served as President and Chief Operating Officer of Heritage Bank from 1998 until 2003. Mr. Vance joined Heritage Bank in 1996 as its Executive Vice President and Chief Credit Officer. Prior to joining Heritage Bank, Mr. Vance was employed for 24 years with West One Bank, a bank with offices in Idaho, Utah, Oregon and Washington. Prior to leaving West One, he was Senior Vice President and Regional Manager of Banking Operations for the south Puget Sound region. Mr. Vance served as a director of the Pacific Bankers Management Institute, the Community Foundation of South Puget Sound, and the Western Independent Bankers Advisory Committee. He is the past President of the Washington Financial League and served as a trustee for the South Puget Sound Community College.

Brian S. Charneski is the President of L&E Bottling Company, based in Olympia, Washington, and is Chairman of Pepsi Northwest Beverages, LLC, a regional beverage manufacturing joint venture with PepsiCo, Inc. that is headquartered in Tumwater, Washington. Mr. Charneski is a director of the American Beverage Association and is also a Chairman of the board of directors of the Pepsi-Cola Bottlers Association, having also chaired the Association from 2005 to 2007. Mr. Charneski has extensive experience in the consumer products industry from product development, sales and marketing to manufacturing and logistics. Mr. Charneski is a past director of the Washington Center for Performing Arts, the Community Foundation of the South Sound and formerly served as a Trustee of St. Martin's University. Mr. Charneski is a 1985 graduate of Seattle University with a Bachelor of Arts in Economics. Mr. Charneski was appointed as Lead Independent Director effective as of July 1, 2019, after having served as our Chairman since 2016.

Kimberly T. Ellwanger was Senior Director of Corporate Affairs and Associate General Counsel at Microsoft Corporation of Redmond, Washington from 1991 until her retirement in 1999. She led Microsoft in developing a corporate presence in government, industry and community affairs including opening a Washington, D.C. office and developing a network of state and local government affairs representation. Prior to joining Microsoft, Ms. Ellwanger was a Partner at Perkins Coie in Seattle, Washington, where her legal practice included state and local tax planning, tax litigation, bankruptcy, general business and corporate advice and transactions. She has been involved in numerous civic and professional activities including serving on the boards of directors of the Northwest Chapter of the National Association of Corporate Directors (NACD), past Chair of the Community Foundation of South Puget Sound, the Providence St. Peter Foundation, the South Sound YMCA, past Chair of the Washington Council on International Trade and past Vice President of the Business Software Alliance. Ms. Ellwanger graduated with high honors from the University of Washington School of Law and graduated Phi Beta Kappa from Vassar College with an honors degree in economics. She has completed NACD's comprehensive program of study to become an NACD Leadership Fellow.

Ann Watson was the Chief Operating Officer of Cascadia Capital LLC, an investment banking firm headquartered in Seattle, Washington from 2015 to 2022. Ms. Watson previously served for two years as the Chief Financial Officer of Moss Adams LLP, a regional public accounting firm. She has also served as Chief Human Resources Officer, Management Committee Member, including the Information Technology Steering Committee and Risk Management Committee, Russell Mellon Board Member overseeing the Russell Indexes and as a Director in the Corporate Finance Group at Russell Investments, spanning a 15-year period. Prior to joining Russell Investments, she spent seven years with Chemical Bank/Manufacturers Hanover in New York and abroad where she held multiple global roles including strategic planning, loan workouts, client relationship management and credit analysis. Ms. Watson is a graduate of Columbia University with a Master of Business Administration and a graduate of Whitman College with a Bachelor of Arts in Economics. She serves on the Whitman College Board of Trustees. Among her prior community roles, she served as the Board Chair and Trustee of the Seattle Foundation, on the Board of the Washington Economic Development Finance Authority and on the Executive Committee of the Washington State China Relations Council.

Trevor D. Dryer is the Managing Partner at Cedarline Lending, a technology-driven lender specializing in construction loans for single-family home builders, since February 2025. Previously, he founded and was the CEO of Carbon Title, a real estate decarbonization software solution from 2018 to 2024. After selling Mirador in 2018 and integrating it into CUNA Mutual Group, he joined Serent Capital as a Senior Vice President, where he was a member of the firm's investment committee and advised portfolio companies on corporate strategy, operations, and growth. He also led mobile payments product management at Intuit. Mr. Dryer serves on the board of directors of Qualtik and was the Executive Chair of Zingo, acquired by Credit Sesame in 2021. Mr. Dryer is a former attorney at Munger, Tolles & Olson as well as a judicial clerk on the U.S. Court of Appeals for the Ninth Circuit. Mr. Dryer holds a Juris Doctor from Stanford Law School and a Bachelor of Arts in History and Literature from Harvard University.

Gail B. Giacobbe serves as the Vice President, Product Management with Google. She is a senior technology products and services executive with extensive experience leading product organizations in enterprise, business-to-business, education and consumer software, spanning Fortune 100 companies, high growth venture capital and private equity funded enterprises. From 2019 to January 2024, she served as the Vice President, Product Management at Microsoft. From 2015 to 2019, Ms. Giacobbe served as the Vice President of Product and User Experience at GoDaddy, and led GoDaddy's Women in Tech employee resource group. Earlier in her career Ms. Giacobbe worked in a variety of product leadership roles at Microsoft, including Principal Group Product Manager for Skype, Outlook, and SharePoint. An active community leader, Ms. Giacobbe serves as a trustee for the Henry Art Gallery at the University of Washington where she sits on the governance committee. From 2011 to 2024, she served on the board of directors of JFS Seattle, where she was chair of the human resources and compensation committees. She graduated with honors from Princeton University and holds a Master of Arts in Teaching from Brown University.

Frederick (Fred) B. Rivera is the CEO and Founder of The Rivera Group, a sports and business advisory firm formed in 2025. He was formerly the Executive Vice President, Corporate Secretary, and General Counsel for the Seattle Mariners in Seattle, Washington from 2017 to 2025 until his retirement and he will continue with the Mariners in an advisor role. Previously, Mr. Rivera was a Partner at Perkins Coie law firm in Seattle from 1998 to 2017 and the Managing Partner from 2013 to 2017 with the exception of when he served as Vice President of Internal Investigations at Fannie Mae from 2006 to 2008. He began his legal career in 1993 as a trial attorney in the Civil Rights Division of the U.S. Department of Justice. Mr. Rivera currently serves on boards of directors of Delta Dental of Washington and OAC Services, Inc., and previously served on the board of directors of NW Sports, LLC (ROOT Sports Network). An active community leader, Mr. Rivera has served on the boards of directors of several non-profit organizations, including the United Way of King County (Board Chair, 2019-2020), Rainier Scholars, the Seattle Colleges Foundation, the Downtown Seattle Association, the Association of Washington Businesses, and the Washington State Leadership Board. He holds a Bachelor of Arts from California State University, Northridge and graduated from the Gonzaga School of Law. Mr. Rivera also completed the Executive Leadership Program at the Northwestern Kellogg School of Management.

Jeffrey S. Lyon currently serves as the Chairman Emeritus of Kidder Mathews, headquartered in Seattle, Washington. He was formerly the Chairman of Kidder Mathews from 2000 to 2023. He retired as CEO for Kidder Mathews on July 1, 2020 and as Chairman on January 1, 2023. Mr. Lyon has 50 years of experience in the commercial real estate industry in the Puget Sound area. He was formerly a member of the Real Estate Advisory Board at the Runstad School of Real Estate at the University of Washington. Mr. Lyon earned a Bachelor of Arts degree in real estate and finance from the University of Oregon and is a certified member of the Commercial Investment Real Estate Institute (CCIM). He is an active community leader and currently serves on the boards of directors of the CCIM Foundation and Evergreen Real Estate Operations companies, a private real estate company. He formerly served on the board of directors of the Economic Development Council for Tacoma-Pierce County.

Karen R. Saunders is a retired audit partners of KPMG LLP where she most recently served as the lead banking partner for KPMG's banking practice in Los Angeles, California. Ms. Saunders is a Certified Public Accountant in the States of California and Washington. She holds a Bachelor of Arts degree in Business from the University of Washington's Foster School of Business. Ms. Saunders currently serves as an Ambassador Board Member for Big Brothers and Big Sisters of Puget Sound. She formerly served as a member of the board of directors Washington State Accountancy Board, the KPMG Partnership Audit Committee and Board Nomination Committee, and advisory director of the U.S.A. Bobsled and Skeleton.

On December 18, 2025, the Board of Directors of Heritage Financial Corporation approved the appointment of Scott T. Allan to the Board, effective January 1, 2026. Mr. Allan is a partner of Cascade Growth Partners, providing advisory services to founders, CEO's and executives. Previously, he served as senior vice president and general manager at Helen of Troy from 2016 to 2020. Prior to Helen of Troy's acquisition of Hydro Flask, he was the president and Chief Executive Officer (CEO) of Hydro Flask from 2012 to 2016. Mr. Allan has held a wide array of impactful roles including the following: a sales engineer at CAD Microsystems, a management consultant at PwC, vice president of product operations at iSign Solutions Inc., vice president of product marketing and COO at @pos, general manager at Symbol Technologies, CEO of TriniTEQ, senior director at NXP Semiconductors, and interim CEO at Puffin Drinkwear. Mr. Allan earned a Bachelor of Science in Mechanical Engineering from the University of California, Berkeley and a Master of Business Administration from the Kellogg School of Management at Northwestern University. Mr. Allan resides in Bend, Oregon and currently serves as an advisory board member of Roam Water, a board member of Rumpl, and an advisory board member for the Oregon State University Cascades. He formerly served as a board member for Camber Outdoors, Cubii, Lotus Sustainables, and Cairn.

Matthew T. Ray serves as Executive Vice President and Chief Lending Officer of the Bank, a position he has held since 2023. Prior to this, Mr. Ray had served in various leadership positions with the Bank since 2010, including Commercial Banking Team Leader, Regional Manager, and Market President.