BANNER CORP (BANR)
Sector: Financials
2026 Annual Meeting Analysis
BANNER CORP · Meeting: May 20, 2026
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of twelve directors to each serve for a one-year term
Against Analysis
Herencia is CEO of Byline Bancorp while simultaneously serving as Chairman of Banner's board and Chairman of First BanCorp — that is two outside public company board seats for a sitting CEO, which exceeds the policy limit of one outside board seat for a sitting CEO; despite his strong attendance record and the board's endorsement, the overboarding rule is a hard trigger under the policy.
For Analysis
Boyer has served since 2021, well within the 24-month exemption window relative to any underperformance period; she is independent, qualifies as an audit committee financial expert, and attended all required meetings.
Collingsworth has served since 2013 and is independent with extensive governance and legal experience; Banner's 3-year return of +30.6% trails the peer group median by only 8.4pp, well below the 65pp threshold required to trigger an against vote for long-tenured directors.
Copeland joined in 2022 and is independent; the TSR underperformance trigger does not apply (3-year gap of -8.4pp vs. peer median is far below the 65pp threshold), and her banking and community engagement background is relevant.
Grescovich is the CEO-director and is subject to the same TSR trigger as other directors; Banner's 3-year return of +30.6% trails the peer median by only 8.4pp, well short of the 65pp threshold, so no TSR trigger fires.
Layman has served since 2007 and is independent; the 3-year TSR gap of -8.4pp versus the peer median is far below the 65pp threshold needed to trigger an against vote, and he brings relevant legal and banking experience.
O'Reilly joined in March 2026 and is exempt from the TSR trigger as a director within the past 24 months; she brings deep risk management and regulatory compliance expertise relevant to a regional bank.
Pedersen has served since 2021, is independent, and chairs both the Credit Risk and Risk Committees; the TSR underperformance trigger does not apply, and his three decades of banking risk management experience are highly relevant.
Riordan has served since 2018, is independent, qualifies as an audit committee financial expert, and chairs the Audit Committee; the 3-year TSR gap versus the peer median is well below the 65pp trigger threshold.
Steiner joined in March 2026 and is exempt from the TSR trigger as a director within the past 24 months; her prior role as Banner Bank's own Chief Risk Officer gives her deep institutional knowledge relevant to board oversight.
Tracey was appointed in September 2025 and is exempt from the TSR trigger as a director within the past 24 months; her fintech and payments expertise adds relevant technological perspective to the board.
Walsh has served since 2022, is independent, and brings cybersecurity and technology leadership experience that is directly relevant to Banner's risk oversight needs; the TSR trigger does not apply.
Eleven of twelve director nominees receive a FOR vote. The sole AGAINST is Roberto Herencia, the board's non-executive Chairman, who triggers the policy's overboarding rule because he is simultaneously the CEO of Byline Bancorp and holds chairmanships at both Banner and First BanCorp — two outside public board seats for a sitting CEO, which exceeds the policy limit. No TSR-based trigger fires for any nominee: Banner's 3-year price return of +30.6% trails the compensation peer group median by only 8.4 percentage points, well below the 65pp threshold that applies when absolute returns are strongly positive. Three newly appointed directors (O'Reilly, Steiner, Tracey) are exempt from TSR review under the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Mark J. Grescovich
Total Comp
$3,590,983
Prior Support
94.8%%
CEO total compensation of approximately $3.59 million is reasonable for a $2.1 billion market-cap regional bank, and the program design is sound: roughly 55% of the CEO's target pay opportunity is performance-based (variable), and long-term equity awards are tied to relative Return on Average Tangible Common Equity and relative Total Shareholder Return over a three-year period — metrics that directly link executive outcomes to shareholder value. The 2023–25 performance unit cycle paid out at 108% of target based on actual results (62nd-percentile ROATCE, 46th-percentile TSR), which is consistent with Banner's financial performance, and the company maintains a meaningful clawback policy and robust stock ownership requirements. Shareholders approved this program with nearly 95% support at the 2025 annual meeting, well above the 70% threshold that would require a governance response.
Auditor Ratification
✓ FORAuditor
Baker Tilly US, LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose Baker Tilly's tenure or a detailed fee table breaking out audit versus non-audit fees, so neither the tenure trigger (25+ years) nor the non-audit fee ratio trigger (>50%) can be confirmed; per policy, the absence of tenure disclosure is a minor negative note but does not produce an against vote, and no other disqualifying factor — restatement or auditor adequacy concern — is evident for a $2.1B regional bank.
Overall Assessment
Banner's 2026 annual meeting ballot is straightforward: the standard three proposals cover director elections, executive compensation approval, and auditor ratification, with no stockholder proposals filed. The only contested vote is director Roberto Herencia, who is voted AGAINST solely because he is a sitting CEO who holds two outside public board chairmanships, exceeding the policy's overboarding limit for sitting CEOs — all other directors receive FOR votes, as no TSR underperformance trigger fires against the compensation peer group benchmark.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing