Independent
Tenure on this board
5.3 yrs
12 nominees · 3 ballot items.
Election of twelve directors to one-year terms; advisory (non-binding) approval of the compensation of the named executive officers (say-on-pay); and ratification of the Audit Committee’s appointment of Baker Tilly US, LLP as the independent registered public accounting firm for 2026.
Election of twelve directors to each serve for a one-year term.
Non-binding shareholder advisory vote to approve the compensation of Banner’s named executive officers as disclosed in the Proxy Statement (say-on-pay).
This non-binding 'say-on-pay' proposal asks shareholders to approve the compensation paid to Banner’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables. Management presents this vote annually (as required by the Dodd-Frank Act) to provide shareholders with an advisory endorsement of the pay program. Banner’s compensation program is structured to tie a significant portion of executive pay to performance via short-term incentives (weighted to corporate and individual goals) and long-term equity awards (time-based restricted stock units and performance units tied to ROATCE and TSR versus peers). The Compensation and Human Capital Committee uses peer benchmarking, diversified performance metrics, clawback provisions, stock ownership requirements, and independent consultant advice to design awards and mitigate excessive risk-taking. Management seeks shareholder approval to validate that its pay-for-performance approach and the specific 2025 program design (including updated targets, payout caps and performance metrics) reflect shareholder interests and support retention and recruitment. The Board notes that the vote is advisory and non-binding, but it will consider the outcome in setting future compensation policies. The board recommends a FOR vote, citing the strong governance features (independent committee oversight, independent consultant, clawback and double-trigger change-in-control protections) and the favorable 2025 performance results and payouts. Given the high prior-year shareholder support (~95% in 2025) and the disclosed alignment between pay and performance, management argues the program is reasonable and aligned with long-term shareholder value creation.
Ratification of the Audit Committee’s appointment of Baker Tilly US, LLP as Banner’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.66% | 3,622,110 | $220M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.67% | 2,265,159 | $137M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.15% | 2,089,547 | $127M |
| 4 | STATE STREET CORP | 5.50% | 1,869,246 | $113M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 1,524,536 | $93M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.58% | 1,217,566 | $74M |
| 7 | BlackRock, Inc. | 2.81% | 953,150 | $58M |
| 8 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.67% | 905,453 | $55M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.30% | 782,373 | $47M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 2.20% | 747,203 | $45M |
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