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The Bank’s primary business is that of traditional banking institutions, accepting deposits and originating loans in locations surrounding our offices in Washington, Oregon, California and Idaho.
−Removed: The Bank is also an active participant in secondary loan markets, engaging in mortgage banking operations largely through the origination and sale of one- to four-family and multifamily residential loans.
+Added: In addition, the bank originates loans in the area surrounding its loan production office located in Utah.
+Added: The Bank is also an active participant in secondary loan markets, engaging in mortgage banking operations largely through the origination and sale of one- to four-family residential loans.
Lending activities include commercial business and commercial real estate loans, agriculture business loans, construction and land development loans, one- to four-family and multifamily residential loans, U.S.
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Our overall strategy is focused on delivering clients—including middle market and small businesses, business owners, their families and employees—a compelling value proposition by providing the financial sophistication and breadth of products of a regional bank while retaining the appeal, responsiveness, and superior service level of a community bank.
−Removed: In late 2021, we began implementing Banner Forward, a bank-wide initiative to enhance revenue growth and reduce operating expense.
−Removed: Banner Forward is focused on accelerating growth in commercial banking, deepening relationships with retail clients, and advancing technology strategies to enhance our digital service channels, while streamlining underwriting and back office processes.
−Removed: The implementation of the revenue initiatives benefited the second half of 2022 and are expected to continue this trend in 2023.
−Removed: The efficiency-related initiatives associated with Banner Forward have largely been completed.
Our successful execution of a super community bank model and strategic initiatives have delivered solid core operating results and profitability over the last several years.
Banner’s longer term strategic initiatives continue to focus on originating high quality assets and client acquisition, which we believe will continue to generate strong revenue while maintaining the Company’s moderate risk profile.
−Removed: Our total revenues (net interest income plus non-interest income) for 2022 increased $35.1 million, or 6%, to $628.4 million, compared to $593.3 million for 2021.
+Added: In addition, our strategic initiatives relate to efficiency, talent retention and technology improvements.
Our operating results depend primarily on our net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of loans and investment securities, and interest expense on interest-bearing liabilities, composed primarily of client deposits, Federal Home Loan Bank of Des Moines (FHLB) advances, other borrowings, subordinated notes, and junior subordinated debentures.
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Our net income is also affected by the level of our non-interest income, including deposit fees and other service charges, results of mortgage banking operations—which includes gains and losses on the sale of loans and servicing fees—gains and losses on the sale of securities, as well as our non-interest expenses and provisions for credit losses and income taxes.
−Removed: In addition, our net income is affected by the net change in the value of certain financial instruments carried at fair value.
−Removed: Recent Developments and Significant Events
−Removed: Sale of four branches
−Removed: On June 24, 2022, the Bank completed the sale of four branches located in Hayden, Idaho, and in Chewelah, Colville, and Kettle Falls, Washington, generating a gain of $7.8 million.
−Removed: The branch sale included deposit accounts with an approximate balance of $178.2 million.
−Removed: The Bank received a 5.0% premium in relation to the core deposits.
−Removed: The sale also included all related branch premises and equipment.
−Removed: Consistent with the Banner Forward initiative of improving management’s focus on key operations and markets, the sale of these branches improves the Bank’s service footprint, contributes to our capital and improves operating efficiency.
−Removed: The combined impact of these branch sales and Banner Forward initiatives is expected to enhance future annual operating earnings.
Lending Activities
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The relative amount of fixed-rate loans and adjustable-rate loans that can be originated at any time is largely determined by the demand for each in a competitive environment.
−Removed: At December 31, 2022, our net loan portfolio totaled $10.01 billion compared to $8.95 billion at December 31, 2021.
−Removed: Our lending activities are primarily directed toward the origination of real estate and commercial loans.
+Added: Our lending activities are primarily directed toward the origination of commercial real estate and business loans.
Commercial real estate loans include owner-occupied, investment properties and multifamily residential real estate.
−Removed: Our level of activity and investment in commercial real estate loans was relatively stable prior to 2020, when COVID-19 caused a temporary slowdown followed by recovery in 2021 and 2022.
−Removed: We also originate construction, land and land development loans, a significant component of which is our residential one- to four-family construction loans.
−Removed: Our origination of construction, land and development loans has been significant during recent years and balances in this portion of the portfolio have increased in recent periods but not at the same pace of originations as brisk sales of new homes have produced rapid turnover through repayments.
+Added: The level of activity in commercial real estate loans declined in 2023 with the rising interest rate environment.
+Added: We also originate residential one- to four-family loans and construction, and land and land development loans, of which a significant component are residential one- to four-family construction loans.
+Added: Throughout the year sales of completed homes continued to outpace new originations due to constrained housing inventories.
Our commercial business lending is directed toward meeting the credit and related deposit and treasury management needs of various small- to medium-sized business and agribusiness borrowers operating in our primary market areas.
To a lesser extent, our commercial business lending has also included participation in certain national syndicated loans.
−Removed: The demand for commercial business loans strengthened in 2021 and even further in 2022 as our production levels for 2022 exceeded 2021.
−Removed: Our residential mortgage loan originations have been very strong in recent years, as sustained periods of low interest rates have supported demand for loans to refinance existing debt as well as loans to finance home purchases.
−Removed: Demand for residential mortgage loans slowed during 2022 as the rise in interest rates reduced refinance originations.
Typically, most of the one- to four-family loans that we originate are sold in the secondary markets with net gains on sales and loan servicing fees reflected in our revenues from mortgage banking.
−Removed: During 2022, due to the rising interest rates, a larger percentage of our one- to four-family production was held for investment.
+Added: Demand for residential one- to four-family loans slowed during 2023 with the rising interest rate environment reducing refinance originations.
+Added: Additionally, refinancing of custom construction loans into the secondary market at completion of construction has been impacted by the higher rate environment, leading to a large increase in retention of one- to four-family production held in the portfolio.
Our consumer loan activity is primarily directed at meeting demand from our existing deposit clients.
+Added: At December 31, 2023 our net loan portfolio totaled $10.81 billion compared to $10.15 billion at December 31, 2022.
One- to Four-Family Residential Real Estate Lending:
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Through our mortgage banking activities, we sell residential loans on either a servicing-retained or servicing-released basis.
−Removed: In recent years, we have generally sold a significant portion of our conventional residential mortgage originations and nearly all of our government insured loans in the secondary market.
−Removed: At December 31, 2022, $1.17 billion, or 12% of our loan portfolio, consisted of permanent loans on one- to four-family residences.
+Added: We have generally sold a significant portion of our conventional residential mortgage originations and nearly all of our government insured loans in the secondary market.
+Added: As of December 31, 2023 14% of the loan portfolio, $1.52 billion, consisted of permanent one- to four-family residences.
We offer fixed- and adjustable-rate mortgages (ARMs) at rates and terms competitive with market conditions, primarily with the intent of selling these loans into the secondary market.
−Removed: Fixed-rate loans generally are offered on a fully amortizing basis for terms ranging from ten to 30 years at interest rates and fees that reflect current secondary market pricing.
+Added: Fixed-rate loans generally are offered on a fully amortizing basis for terms ranging from 10 to 30 years at interest rates and fees that reflect current secondary market pricing.
Most ARM products offered by us adjust annually after an initial period ranging from one to five years, subject to a limitation on the annual adjustment and a lifetime rate cap.
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Our land loans are typically on improved or entitled land, versus raw land.
−Removed: On a more limited basis, we also make land loans to developers, builders and individuals to finance the acquisition and/or development of improved lots or unimproved land.
+Added: On a more limited basis, we also make land and land development loans to developers, builders and individuals to finance the acquisition and/or development of improved lots or unimproved land.
In making land loans, we follow more conservative underwriting policies than those for construction loans but maintain similar disbursement and monitoring procedures.
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We regularly monitor our construction and land loan portfolios and the economic conditions and housing inventory in each of our markets and increase or decrease this type of lending as we observe market conditions change.
−Removed: Our residential construction and land and land development lending has been recently increasing in select markets and has made a meaningful contribution to our net interest income and profitability.
−Removed: To a lesser extent, we also originate construction loans for commercial and multifamily real estate.
−Removed: Although well diversified with respect to sub-markets, price ranges and borrowers, our construction, land and land development loans are significantly concentrated in the greater Puget Sound region of Washington State and the Portland, Oregon market area.
−Removed: At December 31, 2022, our construction, land and land development loans totaled $1.49 billion, or 15% of total loans;
−Removed: 44% of the balance was comprised of one- to four-family construction and residential land and land development loans, with the remaining balance comprised of commercial and multifamily real estate construction loans and commercial land and land development loans.
−Removed: Construction and land lending affords us the opportunity to achieve higher interest rates and fees with shorter terms to maturity than are usually available on other types of lending.
+Added: Our residential construction and land and land development lending has been increasing recently in select markets and has made a meaningful contribution to our net interest income and profitability.
+Added: We also originate construction loans for commercial and multifamily real estate.
+Added: Construction and land lending affords us the opportunity to achieve higher interest rates and fees with shorter terms to maturity than are generally available on other types of lending.
Construction and land lending, however, involves a higher degree of risk than other lending opportunities.
−Removed: We attempt to address these risks by adhering to strict underwriting policies, disbursement procedures and monitoring practices.
+Added: We attempt to address these risks by adhering to strict underwriting policies, disbursement procedures and monitoring practices, and the portfolio remains well diversified with respect to sub-markets, price ranges and borrowers.
Commercial and Multifamily Real Estate Lending:
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Commercial real estate loans are made for both owner-occupied and investor-owned properties.
−Removed: At December 31, 2022, our loan portfolio included $1.59 billion in non-owner-occupied commercial real estate loans, $845.3 million in owner-occupied commercial real estate loans, $1.20 billion of small balance commercial real estate or CRE loans (CRE loans up to $2 million) and $645.1 million in multifamily loans which in aggregate comprised 42% of our total loans.
Multifamily and commercial real estate lending affords us an opportunity to receive interest at rates higher than those generally available from one- to four-family residential lending.
In originating multifamily and commercial real estate loans, we consider the location, marketability and overall attractiveness of the properties.
−Removed: Our underwriting guidelines for multifamily and commercial real estate loans require an appraisal from a qualified independent appraiser, as well as an environmental risk assessment and an economic analysis of each property with regard to the annual revenue and expenses, debt service coverage and fair value to determine the maximum loan amount.
+Added: Our underwriting guidelines for multifamily and commercial real estate loans require an appraisal from a qualified independent appraiser, as well as an environmental risk assessment and an economic analysis of each property with regard to annual revenue and expenses, debt service coverage and fair value to determine the maximum loan amount.
In the approval process we assess the borrower’s willingness and ability to manage the property and repay the loan and the adequacy of the collateral in relation to the loan amount.
−Removed: While a portion of our multifamily loan originations are held for investment, typically the majority of multifamily loan originations are sold with the gain recognized as mortgage banking income.
−Removed: Multifamily and commercial real estate loans originated by us are both fixed- and adjustable-rate loans with intermediate terms of generally five to ten years.
+Added: Our multifamily real estate portfolio, $811.2 million as of December 31, 2023, is granular in size and split between affordable housing projects and middle-income housing.
+Added: Within our Commercial Real Estate portfolio, we have limited exposure to the office sector at 6% of total loans.
+Added: The portfolio is granular in nature, geographically diversified and nearly 55% of the loans secured by office properties are owner occupied.
+Added: Multifamily and commercial real estate loans originated by us are both fixed- and adjustable-rate loans with intermediate terms of generally five to 10 years.
A significant portion of our multifamily and commercial real estate loans are linked to various FHLB advance rates, certain prime rates, US Treasury rates, or other market rate indices.
−Removed: Rates on these adjustable-rate loans generally adjust with a frequency of one to five years after an initial fixed-rate period ranging from one to ten years.
+Added: Rates on these adjustable-rate loans generally adjust with a frequency of one to five years after an initial fixed-rate period ranging from one to 10 years.
Our commercial real estate portfolio consists of loans on a variety of property types with no large concentrations by property type, location or borrower.
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In recent years, our commercial business lending has included modest participation in certain national syndicated loans, including shared national credits.
−Removed: We also originate smaller balance business loans principally through our retail branch network, using our Quick Step business loan program, which is closely aligned with our consumer lending operations and relies on centralized underwriting procedures.
−Removed: Quick Step business loans are available up to $1.0 million, business lines of credit are available up to $500,000 and real estate loans are available up to $1.0 million.
−Removed: As a result of the COVID-19 pandemic, the CARES Act was enacted and authorized the SBA to temporarily guarantee loans under a new loan program called the Paycheck Protection Program (PPP).
−Removed: As a qualified SBA lender, beginning in the second quarter of 2020, we began to offer SBA PPP loans to existing and new clients.
−Removed: The SBA guarantees 100% of the SBA PPP loans made to eligible borrowers.
−Removed: The entire principal amount of the borrower’s SBA PPP loan, including any accrued interest, is eligible to be forgiven and repaid by the SBA if the borrower meets the SBA PPP conditions.
−Removed: The great majority of our SBA PPP loans have been forgiven by the SBA in accordance with the terms of the program.
−Removed: We earn 1% interest on SBA PPP loans as well as a fee from the SBA to cover processing costs, which is amortized over the life of the loan and recognized fully at payoff or forgiveness.
−Removed: The maturity date of the SBA PPP loan is either two or five years from the date of loan origination.
−Removed: At December 31, 2022 and 2021, our total SBA PPP loan balance was $7.9 million and $133.90 million, respectively.
−Removed: The balance of unamortized net deferred fees on SBA PPP loans was $261,000 at December 31, 2022, compared to $4.5 million at December 31, 2021.
−Removed: The PPP ended on May 31, 2021.
−Removed: Commercial business loans, other than SBA PPP loans, may entail greater risk than other types of loans.
+Added: We also originate smaller balance business loans principally through our retail branch network, using our QuickStep business loan program, which is closely aligned with our consumer lending operations and relies on centralized underwriting procedures.
+Added: QuickStep business loans are available up to $1.0 million, business lines of credit are available up to $500,000 and real estate loans are available up to $1.0 million.
+Added: Commercial business loans may entail greater risk than other types of loans.
Conventional commercial business loans generally provide higher yields or related revenue opportunities than many other types of loans but also require more administrative and management attention.
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Adjustable- or floating-rate loans are primarily tied to prime and Secured Overnight Financing Rate (SOFR) indices.
−Removed: At December 31, 2022, commercial business loans totaled $1.28 billion, or 13% of our total loans receivable, including $7.6 million of SBA PPP loans and $234.1 million of shared national credits.
Agricultural Lending:
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Payments on agricultural loans depend, to a large degree, on the results of operations of the related farm entity.
−Removed: The repayment is also subject to other economic and weather conditions as well as market prices for agricultural products, which can be highly volatile.
−Removed: At December 31, 2022, agricultural business loans, including collateral secured loans to purchase farm land and equipment, totaled $295.1 million, or 3% of our loan portfolio.
+Added: The repayment is also subject to other economic and weather conditions and market prices for agricultural products, which can be highly volatile.
Agricultural operating loans generally are made as a percentage of the borrower’s anticipated income to support budgeted operating expenses.
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To meet the seasonal operating needs of a farm, borrowers may qualify for single payment notes, revolving lines of credit and/or non-revolving lines of credit.
−Removed: In underwriting agricultural operating loans, we consider the cash flow of the borrower based upon the expected operating results as well as the value of collateral used to secure the loans.
+Added: In underwriting agricultural operating loans, we consider the cash flow of the borrower based upon the expected operating results and the value of collateral used to secure the loans.
Collateral generally consists of cash crops produced by the farm, such as milk, grains, fruit, grass seed, peas, sugar beets, mint, onions, potatoes, corn and alfalfa, or livestock.
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Fixed-rate loans are granted on terms usually not to exceed five years.
−Removed: In originating agricultural real estate loans, we consider the debt service coverage of the borrower’s cash flow, the appraised value of the underlying property, the experience and knowledge of the borrower, and the borrower’s past performance with us and/or the market area.
+Added: In originating agricultural real estate loans, we consider the debt service coverage of the borrower’s cash flow, the appraised value of the underlying property, the experience and knowledge of the borrower, the borrower’s past performance with us and the market area.
These loans normally are not made to start-up businesses and are reserved for existing clients with substantial equity and a proven history.
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Consumer and Other Lending:
−Removed: We originate a variety of consumer loans, including home equity lines of credit, automobile, boat and recreational vehicle loans and loans secured by deposit accounts.
+Added: We originate a variety of consumer loans, including home equity lines of credit;
+Added: automobile, boat and recreational vehicle loans;
+Added: and loans secured by deposit accounts.
While consumer lending has traditionally been a small part of our business, with loans made primarily to accommodate our existing client base, it has received consistent emphasis in recent years.
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Our underwriting of consumer loans is focused on the borrower’s credit history and ability to repay the debt as evidenced by documented sources of income.
−Removed: At December 31, 2022, we had $680.9 million, or 7% of our loan portfolio, in consumer related loans, including $566.3 million, or 6% of our loan portfolio, in consumer loans secured by one- to four-family residences.
Loan Solicitation and Processing:
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While commercial bankers are delegated reasonable lending authority based upon their qualifications, credit decisions on significant commercial and agricultural loans are made by senior credit officers based on their lending authority or, if required, by the Credit Risk Committee of the Board of Directors of the Bank.
−Removed: We originate consumer loans and small business (including Quick Step) commercial business loans through various marketing efforts directed primarily toward our existing deposit and loan clients.
+Added: We originate consumer loans and small business (including QuickStep) commercial business loans through various marketing efforts directed primarily toward our existing deposit and loan clients.
Consumer and small business commercial business loan applications are primarily underwritten and documented by centralized administrative personnel.
1 unchanged sentence
While we originate a variety of loans, our ability to originate each type of loan is dependent upon the relative client demand and competition in each market we serve.
−Removed: For the years ended December 31, 2022 and 2021, we originated loans, net of repayments, including our participation in syndicated loans and loans held for sale of $1.30 billion and $306.8 million, respectively.
−Removed: The year ended December 31, 2022 included repayments of SBA PPP loans of $126.0 million, compared to repayments net of originations of SBA PPP loans of $910.5 million for the year ended December 31, 2021.
−Removed: We sell many of our newly originated one- to four-family residential mortgage loans and multifamily loans to secondary market purchasers as part of our interest rate risk management strategy.
−Removed: Originations of loans for sale decreased to $406.9 million for the year ended December 31, 2022 from $1.10 billion during 2021.
−Removed: Originations of loans for sale included $122.2 million and $225.0 million of multifamily held for sale loan production for the years ended December 31, 2022 and December 31, 2021, respectively.
+Added: For the years ended December 31, 2023 and 2022, we originated loans, net of repayments, including our participation in syndicated loans and loans held for sale of $886.8 million and $1.3 billion, respectively.
+Added: We sell many of our newly originated residential one- to four-family loans to secondary market purchasers as part of our interest rate risk management strategy.
+Added: We previously originated multifamily loans for sale in the secondary market, but discontinued this line of business during the fourth quarter of 2023.
Sales of loans generally are beneficial to us because these sales may generate income at the time of sale, provide funds for additional lending and other investments, increase liquidity or reduce interest rate risk.
−Removed: During the year ended December 31, 2022, we received proceeds of $415.6 million from the sale of loans held for sale compared to $1.28 billion for the year ended December 31, 2021.
−Removed: The held for sale loans sold in 2022 and 2021 included $26.3 million and $287.7 million, respectively, of multifamily loans held for sale.
We sell one- to four-family mortgage loans on both a servicing-retained and a servicing-released basis.
2 unchanged sentences
In addition, we generally sell the guaranteed portion of SBA loans.
−Removed: We periodically purchase whole loans and loan participation interests or participate in syndicates, including shared national credits.
−Removed: These purchases are made during periods of reduced loan demand in our primary market area as well as to support our Community Reinvestment Act lending activities.
+Added: We periodically purchase whole loans, loan participation interests, and participate in syndications, including shared national credits.
+Added: These purchases are made during periods of reduced loan demand in our primary market area and to support our Community Reinvestment Act lending activities.
Any such purchases or loan participations are generally made on terms consistent with our underwriting standards;
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Any change in the fair value of SBA servicing rights is recorded in non-interest income.
−Removed: At December 31, 2022, our MSRs were carried at a value of $15.3 million, net of amortization, and SBA servicing rights were carried at a value of $835,000.
Asset Quality
Classified Assets:
−Removed: State and federal regulations require that the Bank reviews and classify its problem assets on a regular basis.
+Added: State and federal regulations require that the Bank review and classify its problem assets on a regular basis.
In addition, in connection with examinations of insured institutions, state and federal examiners have authority to identify problem assets and, if appropriate, require them to be classified.
4 unchanged sentences
Significant problem loans are transferred to the Bank’s Special Assets Department for resolution or collection activities.
−Removed: Both the Bank’s and Banner’s Boards of Directors, or their respective committees, review asset quality at least quarterly.
+Added: We review asset quality at least quarterly.
Allowance for Credit Losses:
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Authorized securities include but are not limited to Treasury obligations, securities of various federal agencies (including government-sponsored enterprises), mortgage-backed and asset-backed securities, certain certificates of deposit of insured banks and savings institutions, bankers’ acceptances, repurchase agreements, federal funds, commercial paper, corporate debt and equity securities and obligations of states and their political subdivisions.
−Removed: Our investment policies are designed to provide and maintain adequate liquidity and to generate favorable rates of return without incurring undue interest rate or credit risk.
+Added: Our investment policies are designed to provide and maintain adequate liquidity and to generate favorable rates of return without incurring undue interest rate risk or credit risk.
Our policies generally limit investments to U.S.
Government and agency (including government-sponsored entities) securities, municipal bonds, certificates of deposit, corporate debt obligations and mortgage-backed securities.
−Removed: Investment in mortgage-backed securities may include those issued or guaranteed by Freddie Mac, Fannie Mae, Government National Mortgage Association (Ginnie Mae or GNMA) and investment grade privately-issued mortgage-backed securities, as well as collateralized mortgage obligations (CMOs).
+Added: Investment in mortgage-backed securities may include those issued or guaranteed by Freddie Mac, Fannie Mae, Government National Mortgage Association (Ginnie Mae or GNMA) and investment grade privately issued mortgage-backed securities, and collateralized mortgage obligations (CMOs).
All of our investment securities, including those with a credit rating, are subject to market risk in so far as a change in market rates of interest or other conditions may cause a change in an investment’s earnings performance and/or market value.
−Removed: The Company, through its Banner Bank subsidiary, is party to various derivative instruments that are used for asset and liability management and client financing needs.
+Added: We are party to various derivative instruments that are used for asset and liability management and client financing needs.
Derivative instruments are contracts between two or more parties that have a notional amount and an underlying variable, require no net investment and allow for the net settlement of positions.
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Borrowings may be used on a short-term basis to compensate for reductions in the availability of funds from other sources.
−Removed: Borrowings may also be used on a longer-term basis to fund loans and investments, as well as to manage interest rate risk.
−Removed: We compete with other financial institutions and financial intermediaries in attracting deposits.
−Removed: There is strong competition for transaction balances and savings deposits from commercial banks, credit unions and non-bank corporations, such as securities brokerage companies, mutual funds and other diversified companies, some of which have nationwide networks of offices.
−Removed: Much of the focus of our acquisitions, branch relocations and renovations, and advertising and marketing campaigns has been directed toward attracting additional deposit client relationships and balances.
−Removed: In addition, our electronic and digital banking activities including debit card and automated teller machine (ATM) programs, Internet banking services and client remote deposit and mobile banking capabilities are all directed at providing products and services that enhance client relationships and result in growing deposit balances as well as fee income.
−Removed: Core deposits (non-interest-bearing checking and interest-bearing transaction and savings accounts) are a fundamental element of our business strategy.
−Removed: Core deposits were 95% of total deposits at December 31, 2022, compared to 94% a year earlier.
+Added: Borrowings may also be used on a longer-term basis to fund loans and investments, and to manage interest rate risk.
+Added: We face competition from various financial institutions and intermediaries for deposits.
+Added: Intense competition exists for transaction balances and savings deposits, with commercial banks, credit unions and non-bank entities, including securities brokerage firms, mutual funds and diversified corporations with nationwide office networks, actively participating.
+Added: Our efforts, including acquisitions, branch relocations, renovations, and marketing campaigns, are primarily focused on expanding deposit client relationships and balances.
+Added: In addition, our electronic and digital banking activities, encompassing debit card and ATM programs, internet banking services, and remote deposit and mobile banking capabilities, aim to offer products and services that not only enhance client relationships but also contribute to the growth of deposit balances and generate fee income.
+Added: Core deposits, consisting of non-interest-bearing checking accounts and interest-bearing transaction and savings accounts, constitute a fundamental element of our business strategy.
+Added: As of December 31, 2023, core deposits represented 89% of total deposits, down from 95% a year earlier.
Deposit Accounts:
14 unchanged sentences
We also may borrow funds through the use of secured wholesale repurchase agreements with securities brokers.
−Removed: We issued junior subordinated debentures in connection with the sale of trust preferred securities (TPS) from 2002 through 2007 by special purpose business trusts formed by Banner and sold in private offerings to pooled investment vehicles.
−Removed: We invested substantially all of the proceeds from the issuance of these TPS as additional paid in capital at the Bank.
−Removed: In addition, Banner has acquired through acquisitions additional junior subordinated debentures.
−Removed: During 2020, we also issued and sold 5.0% fixed-to-floating subordinated notes due in 2030.
+Added: Between 2002 and 2007, we issued junior subordinated debentures in conjunction with the sale of trust preferred securities (TPS).
+Added: These securities were sold through special purpose business trusts established by Banner and were privately offered to pooled investment vehicles.
+Added: The proceeds from the TPS issuances were predominantly invested as additional paid-in capital at the Bank.
+Added: In addition, through acquisitions, Banner acquired additional junior subordinated debentures.
+Added: During 2020, we issued and sold 5.0% fixed-to-floating subordinated notes, which are due in 2030.
Human Capital
−Removed: Strategic Priority:
−Removed: Retain, develop and attract talented people.
−Removed: At Banner, we seek to provide a work environment that retains, develops and attracts top talent by offering our employees an engaging work experience that allows for career growth and opportunities for meaningful community involvement.
−Removed: Our employees contribute to our commitment to social responsibility through personal volunteerism and active engagement in the communities in which they live and work.
+Added: At Banner, our employees are a critical component of our success.
+Added: Because our business depends on our ability to retain, develop and attract top talent, we seek to provide a work environment that allows for career growth and opportunities for meaningful community involvement.
+Added: Our employees contribute to our commitment to corporate responsibility through personal volunteerism and active engagement in the communities in which they live and work.
As our business grows and evolves, the demand for qualified candidates continues to grow.
−Removed: Meanwhile, the pool of experienced candidates continues to tighten across the financial services industry, making it increasingly challenging to compete for top candidates.
+Added: Meanwhile, the pool of experienced candidates in the financial services industry is shrinking, presenting a growing challenge to securing top talent.
To address this challenge, we have developed and continue to enhance a robust and comprehensive company-wide talent management program.
−Removed: The program spans from talent acquisition and selection to performance coaching, career development and retention of our top talent and ultimately to succession planning, always with a focus on diversity, equity and inclusion.
+Added: This program encompasses talent acquisition and selection, performance coaching, career development, retention of top talent and succession planning, all with a commitment to promoting diversity, equity and inclusion.
Diversity, Equity and Inclusion (DEI).
−Removed: Our commitment to diversity starts with our Board of Directors, which oversees our culture and holds management accountable to build and maintain a diverse and inclusive environment.
−Removed: Our Board, through its Compensation and Human Capital Committee and in partnership with the Bank’s executive team, including its Chief Human Resources and Diversity Officer, oversees our human capital management strategies, programs and practices, including our diversity and inclusion initiatives;
−Removed: oversees our establishment, maintenance and administration of appropriately designed compensation programs and plans;
+Added: We believe that diversity of thought and experiences results in better outcomes for all of our stakeholders and empowers our employees to make more meaningful contributions within our Company and communities.
+Added: Our Board of Directors, through its Compensation and Human Capital Committee and in partnership with the Bank’s executive team, including its Chief Human Resources and Diversity Officer, oversees our human capital management strategies, programs and practices, including our diversity and inclusion initiatives;
+Added: governs our establishment, maintenance and administration of appropriately designed compensation programs and plans;
and reviews our employee engagement and exit survey trends.
Our cross-functional, employee-led DEI council provides leadership and serves as a catalyst for inclusion and diversity initiatives across our organization.
−Removed: The DEI council is intended to help develop effective strategies to encourage diversity, equity and inclusion in our workplace as well as to attract, develop and retain diverse talent.
−Removed: Additionally, our CEO, Mark Grescovich, has signed the CEO Action for Diversity & Inclusion Pledge to demonstrate our commitment to fostering a diverse and inclusive workplace.
−Removed: With this commitment, among other things, we provide unconscious bias training to all of our employees to help them recognize their blind spots.
+Added: The DEI council is intended to help develop effective strategies to encourage diversity, equity and inclusion in our workplace and to attract, develop and retain diverse talent.
+Added: Our CEO, Mark Grescovich, signed the CEO Action for Diversity & Inclusion Pledge in 2022 to demonstrate our commitment to fostering a diverse and inclusive workplace.
+Added: With this commitment, among other things, we require all of our employees, including new hires, to complete unconscious bias training to help them recognize their blind spots.
+Added: In addition to unconscious bias training, in 2023, we provided quarterly DEI learning opportunities on topics such as LGBTQ+ Inclusion, DEI at Work, and Cultural Competence.
+Added: In 2023, we conducted a pulse survey to assess our inclusion and diversity efforts.
+Added: Over 1,000 employees participated and the results indicated we are strong at integrating differences, providing psychological safety, and creating a sense of belonging.
+Added: Additionally, our employees provided feedback on which Employee Resource Groups (ERGs) to add in 2023.
+Added: In response, we launched two new ERGs in 2023-- Black, Indigenous, People of Color (BIPOC) and Veterans, in addition to the two ERGs that were established in 2022-- Women in Leadership and Working Parents and Caregivers.
+Added: Our ERGs give employees the opportunity to discuss issues important to the group and are designed to support our business goals, diversify our leadership, and promote an inclusive and supportive culture.
We aim to maintain a work environment where every employee is treated with dignity and respect, is free from discrimination and harassment and is allowed to devote their full attention and best efforts to performing their job to the best of their ability;
we maintain a Respectful Workplace Policy in alignment with this commitment.
+Added: We strive to operate with an “open door policy” where employee concerns can be discussed anytime directly with leadership or human resources.
Employing the best talent—including individuals who possess a broad range of experiences, backgrounds and skills—enables us to anticipate and meet the needs of our business and our clients.
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Talent Acquisition and Attrition.
−Removed: The competition for qualified talent continues to increase and we have implemented a number of actions to support recruitment and retention.
To cultivate and recruit hard-to-fill positions, we partner closely with several colleges and universities with well-known programs relevant to our business.
−Removed: In 2022, we formally launched a Flexible Workplace Program designed to support hiring talent from a more diverse group of candidates, improve the work experience for our employees, enhance retention and strengthen our leadership pipeline.
+Added: In 2023, we continued our Flexible Workplace Program which provides hybrid and remote career opportunities.
+Added: The program was formally launched in 2022 to support hiring talent from a more diverse group of candidates, improve the work experience for our employees, enhance retention and strengthen our leadership pipeline.
Additionally, we remain highly focused on retention of female and diverse talent where competitive pressures continue to escalate.
−Removed: Our voluntary turnover rate in 2022 decreased to 21% as compared to 23% in 2021.
+Added: Our voluntary employee turnover rate in 2023 decreased to 15% as compared to 21% in 2022.
Our employment application and hiring processes do not solicit prior compensation information from candidates.
−Removed: This helps ensure our new hire compensation is based on individual qualifications and roles, rather than how a candidate may have been previously compensated.
−Removed: During 2022, we hired 571 employees.
−Removed: As of December 31, 2022, we had approximately 37% of our workforce working remotely with women representing 67% and people of color representing 19% of our remote employees.
+Added: This approach helps ensure that our new hire compensation is based on individual qualifications and roles, rather than being influenced by a candidate’ previous compensation history.
+Added: In 2023, Banner initiated a partnership with BankWork$, an organization dedicated to assisting young adults from under-resourced communities in building meaningful careers in banking.
+Added: This collaboration involves a free, eight-week career training program, placement assistance, and ongoing coaching.
+Added: As a result of this partnership, we successfully hired seven participants from the BankWork$ program.
+Added: In total, we hired 355 new employees into our workforce in 2023.
+Added: As of December 31, 2023, approximately 38% of our workforce was working remotely.
+Added: Among remote employees, women comprised 65% and people of color represented 21%.
+Added: Our flexibility to accommodate remote work arrangements underscores our commitment to fostering a diverse and inclusive workplace and creating a more equitable work environment, by addressing some of the challenges that tend to disproportionately impact women and people of color.
Employee Engagement.
−Removed: We utilize anonymous employee surveys to seek valuable feedback on key initiatives and leverage the results to improve current programs as well as develop new programs.
−Removed: To drive employee engagement, we share the results with our employees.
−Removed: Additionally, senior leadership analyzes areas of progress or opportunities for improvement and prioritizes responsive actions and activities.
−Removed: We have in the past conducted a traditional employee engagement survey, but during the COVID-19 pandemic – particularly in the first year of the pandemic – we shifted our approach to use “pulse surveys,” which enable more frequent engagement with employees and allowed us to focus on discrete areas of employee well-being or other topics of particular interest.
−Removed: In 2022, we focused on employee well-being by adding a pulse survey to address employee burnout.
+Added: We utilize anonymous employee surveys to gather valuable feedback on key initiatives, utilizing the results to enhance existing programs and develop new ones.
+Added: In our commitment to fostering employee engagement and transparency, we share the survey results with our workforce.
+Added: Additionally, senior leadership analyzes areas of progress or opportunities for improvement, prioritizing responsive actions and activities.
+Added: In 2023, we conducted an engagement survey, achieving an overall engagement score of 86%, with 76% of our employees participating in the survey.
+Added: The survey results, among other things, indicated that our employees demonstrate ethical conduct in business dealings, possess knowledge about our clients’ needs, and understand their own contributions to the Bank’s goals.
+Added: Beyond a formal engagement survey, we provide regular opportunities for managers and employees to ask questions, raise concerns and provide suggestions for ways to build a better and stronger company.
+Added: Throughout 2023, this initiative included quarterly virtual meetings where we communicated our results and progress on strategic initiatives.
+Added: Additionally, more than 1,300 employees attended more than a dozen in-person employee townhalls providing direct access for employees to engage with Company leaders.
+Added: This multifaceted approach supports open communication channels and strengthens our commitment to continuous improvement and employee satisfaction.
Total Rewards (Compensation and Benefits).
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These programs include, subject to eligibility policies, variable pay tied to performance for all employees, a 401(k) plan (including an employer match up to 4% of eligible earnings), healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family care resources, flexible work schedules, employee assistance programs and tuition assistance, among many others.
−Removed: We also grant long-term, stock-based incentive awards to a select group of senior leaders who we believe will play critical roles in the Company’s future.
−Removed: Pay equity is a core tenet of our compensation philosophy and is central to our values.
−Removed: Banner began conducting periodic, rigorous pay equity studies in 2017 with the assistance of outside experts to examine groups of employees in similar roles, accounting for factors that appropriately explain differences in pay, such as job location and experience.
−Removed: We intend to continue our pay equity analysis on a periodic basis to support our ongoing commitment in this area.
−Removed: We offer comprehensive health insurance coverage, including telehealth services, to employees working an average of 20 hours or more each week.
+Added: New employees are eligible for group benefits on the first day of the month following their hire date.
+Added: For some employees, this means they become eligible for coverage in their first week of employment.
+Added: We also grant long-term, stock-based incentive awards to a select group of senior leaders who we believe play critical roles in the Company’s future.
+Added: We believe our compensation program is competitive within the financial industry, and we periodically review our plans and programs, as well as market surveys, to help ensure that our compensation program is consistent with our level of performance and that we have a current understanding of peer practices.
+Added: We offer comprehensive health insurance coverage, including telehealth services, to employees working an average of 20 hours or more per week.
Coverage is also available to eligible employees’ family members including domestic partners.
−Removed: In addition to our traditional health insurance coverage, we offer employees a suite of mental health-related programs and benefits, including text-based and telehealth services, a 24-hour nurse line and an employee assistance program.
+Added: Beyond traditional health insurance, we offer a range of mental health-related programs and benefits, including text-based and telehealth services, a 24-hour nurse line and an employee assistance program.
Additionally, we offer virtual physical therapy benefits, virtual support for hypertension and diabetes, and subsidized child, adult or senior care planning services.
−Removed: At the beginning of 2022, we launched our parental leave program which provides eight weeks of leave for both birth and non-birth parents, as well as adoption or surrogacy.
−Removed: In addition to traditional sick leave of up to ten days per year, in 2022 we added (i) 12 weeks of short-term disability coverage, and (ii) a new paid company holiday – Juneteenth – a historically important day that aligns with our diversity and inclusion efforts.
−Removed: We also offer up to 16 paid hours that employees can take during the year to celebrate an individual day of significance, such as a religious holiday or a day of cultural significance, or for other personal reasons.
+Added: To further support employees and their caregivers dealing with cancer, we offer cancer support services.
+Added: Dedicated cancer care coaches are available 24/7 to provide personalized guidance on navigating the complexities of cancer care.
+Added: In addition to our core benefits program, we recognize the importance of supporting employees during significant life events.
+Added: Therefore, we offer parental leave, providing eight weeks of leave for both birth and non-birth parents, including adoption or surrogacy.
+Added: Our benefits package also includes traditional sick leave of up to 10 days per year and 12 weeks of short-term disability coverage.
+Added: Furthermore, employees have the flexibility to take up to 16 paid personal hours throughout the year to observe individual days of significance, such as religious holidays or culturally significant days, or for other personal reasons.
+Added: This comprehensive benefits package reflects our commitment to the well-being and work-life balance of our valued employees.
+Added: Pay equity and pay transparency are core tenets of our compensation philosophy and central to our values.
+Added: We began conducting thorough pay equity studies in 2017, collaborating with external experts to ensure a methodical examination of employee groups with similar roles.
+Added: These studies take into account various factors that appropriately explain differences in pay, including job location and experience.
+Added: We intend to continue conducting comprehensive pay equity studies on a periodic basis to support our commitment to fostering fair and equitable compensation practices.
+Added: In January 2023, as part of our ongoing commitment to fair pay, we took a significant step by raising our company minimum hourly wage to $18 per hour and carefully reviewed and made appropriate compensation adjustments for other positions directly and indirectly affected by this change.
+Added: This proactive measure demonstrates our dedication to maintaining fair compensation structures and ensuring that our employees are fairly rewarded for their contributions.
+Added: We remain committed to upholding pay equity and transparency as essential components of our organizational values.
+Added: Incentive Compensation Risk Management.
+Added: We strive to align incentives with the risk and performance frameworks of the Company.
+Added: The Company’s “pay for performance” philosophy connects individual, operating unit and Company results to compensation, providing employees with opportunities to share in the Company’s overall growth and success.
+Added: We develop, execute and govern all incentive compensation plans to discourage imprudent or excessive risk-taking and balance financial reward in a manner that supports our clients, employees and Company.
Health, Safety and Well-being.
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We provide employees and their families with access to a variety of programs to support their physical and mental health.
−Removed: In 2022, we were pleased to add a wellness coach benefit (which can also be shared with up to five non-family members) that provides unlimited free one-on-one personal coaching in several different categories such as fitness, nutrition, life coaching, and financial coaching, as well as a range of tools to improve sleep quality.
+Added: We offer a wellness coach benefit (which can also be shared with up to five non-family members) that provides unlimited free one-on-one personal coaching in several different categories such as fitness, nutrition, life coaching, and financial coaching, as well as a range of tools to improve sleep quality.
Volunteerism.
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Talent Development.
−Removed: We invest significant resources developing the talent needed to be an employer of choice.
−Removed: We deliver a variety of training opportunities, and our talent development programs provide employees with resources to help achieve their career goals, build management skills and lead their teams.
+Added: We invest significant resources developing the talent needed to be an employer of choice by providing a variety of professional development opportunities, including participation in industry conferences, instructor-led continuing education and training sessions, as well as online training sessions that focus on industry, regulatory, business, and leadership topics to help our employees achieve their career goals, build management skills and lead their teams.
To encourage advancement and growth within our organization, we provide information and guides to help individuals design their own career paths.
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Internal mobility is a particular focus for our DEI council as part of our strategy to increase diverse representation at more senior levels of the organization.
−Removed: We require all employees to complete a wide range of online training courses on an annual basis, including job-specific courses as well as general courses covering regulatory compliance, cybersecurity, fraud prevention, workplace standards and ethics, among others.
−Removed: We also encourage employees to enroll in outside education programs to broaden their knowledge and enhance job performance.
−Removed: We provide tuition assistance for external education to help employees hone existing skills and acquire new competencies in areas that align with business goals.
+Added: As part of our commitment to continuous learning, we require that all employees complete a diverse range of online training courses annually.
+Added: These include both job-specific courses and general courses covering regulatory compliance, cybersecurity, fraud prevention, workplace standards, and ethics.
+Added: We also encourage employees to enroll in outside education programs to broaden their knowledge and enhance job performance, and facilitate career growth by providing tuition assistance to help employees obtain bachelor’s and master’s degrees.
+Added: This comprehensive approach underscores our dedication to nurturing a skilled, diverse, and empowered workforce.
Succession Planning.
−Removed: Because our Board of Directors recognizes the importance of succession planning for our CEO and other key executives, the Board is actively involved in monitoring our efforts surrounding this initiative.
−Removed: The Board annually reviews our succession plans for senior leadership roles, with the goal of ensuring we will continue to have the right leadership talent in place to execute the organization’s long-term strategic plans.
−Removed: Through its Compensation and Human Capital Committee, our Board of Directors provides oversight of our talent development and succession planning for senior leadership roles, including reviewing the metrics we track on the gender and ethnic diversity of high-potential employees.
+Added: Recognizing the critical significance of succession planning for our CEO and other key executives, our Board of Directors takes an active role in overseeing and monitoring these efforts.
+Added: Annually, the Board conducts a thorough review of our succession plans for senior leadership roles.
+Added: The primary objective is to ensure that we consistently have the appropriate leadership talent in place, aligning with the organization’s long-term strategic plans.
+Added: To facilitate this oversight, the Board engages through its Compensation and Human Capital Committee, which provides dedicated governance of talent development and succession planning for senior leadership roles.
+Added: This committee is responsible for reviewing various metrics, including those related to the gender and ethnic diversity of high-potential employees.
+Added: By doing so, the Board gains a comprehensive understanding of the talent pipeline, fostering a commitment to diversity and inclusion at the highest levels of our organization.
Human Capital Metrics.
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We also have employees working in Oregon (19%), California (15%) and other states (8%).
−Removed: As of December 31, 2022, five generations of employees were represented in our workplace with Millennials being our largest generation (37%), followed by Gen Xers (35%), Boomers (20%) and Gen Zers (8%).
−Removed: Incentive Compensation Risk Management.
−Removed: We strive to align incentives with the risk and performance frameworks of the Company.
−Removed: The Company’s “pay for performance” philosophy connects individual, operating unit and Company results to compensation, providing employees with opportunities to share in the Company’s overall growth and success.
−Removed: We develop, execute and govern all incentive compensation plans to discourage imprudent or excessive risk-taking and balance financial reward in a manner that supports our clients, employees and Company.
+Added: As of December 31, 2023, four generations of employees were represented in our workplace with Millennials being our largest generation (37%), followed by Gen-Xers (36%), Boomers (17%) and Gen-Zers (10%).
Tax-Sharing Agreement
−Removed: Banner files its federal and state income tax returns on a consolidated basis under a tax-sharing agreement between the Company and the Bank, including the Bank’s subsidiaries.
+Added: The Company files its federal and state income tax returns on a consolidated basis under a tax-sharing agreement between Banner and the Bank, including the Bank’s subsidiaries.
Each company of the consolidated group has calculated a minimum income tax which would be required if the individual subsidiary were to file federal and state income tax returns as a separate entity.
−Removed: Each subsidiary pays to the Company an amount equal to the estimated income tax due if it were to file as a separate entity.
+Added: Each subsidiary pays to Banner an amount equal to the estimated income tax due if it were to file as a separate entity.
The payment is made on or about the time the subsidiary would be required to make such tax payments to the United States Treasury or the applicable State Departments of Revenue.
−Removed: In the event the computation of the subsidiary’s federal or state income tax liability, after taking into account any estimated tax payments made, would result in a refund if the subsidiary were filing income tax returns as a separate entity, then the Company pays to the subsidiary an amount equal to the hypothetical refund.
−Removed: The Company is an agent for each subsidiary with respect to all matters related to the consolidated tax returns and refunds claims.
+Added: In the event the computation of the subsidiary’s federal or state income tax liability, after taking into account any estimated tax payments made, would result in a refund if the subsidiary were filing income tax returns as a separate entity, then Banner pays to the subsidiary an amount equal to the hypothetical refund.
+Added: Banner is an agent for each subsidiary with respect to all matters related to the consolidated tax returns and refunds claims.
If Banner’s consolidated federal or state income tax liability is adjusted for any period, the liability of each party under the tax-sharing agreement is recomputed to give effect to such adjustments and any additional payments required as a result of the adjustments are made within a reasonable time after the corresponding additional tax payments are made or refunds are received.
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Corporations with nexus in the states of California, Oregon, Idaho, Montana and Utah are subject to a corporate level income tax.
−Removed: In 2020, the state of Oregon implemented a tax on Oregon corporate revenue.
+Added: In addition, the state of Oregon has a tax on Oregon corporate revenue.
If a large percentage of our income were to come from these states, our state income tax provision would have an increased effect on our effective tax rate and results of operations.
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We also experience competition from securities firms, insurance companies, money market and mutual funds, and other investment vehicles.
−Removed: We expect continued strong competition from such financial institutions and investment vehicles in the foreseeable future, including competition from on-line banking competitors and “FinTech” companies that rely on technology to provide financial services.
+Added: We expect continued strong competition from such financial institutions and investment vehicles in the foreseeable future, including competition from online banking competitors and “FinTech” companies that rely on technology to provide financial services.
Our ability to attract and retain deposits depends on our ability to provide transaction services and investment opportunities that satisfy the requirements of depositors.
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As a state-chartered, federally insured commercial bank, the Bank is subject to extensive regulation and must comply with various statutory and regulatory requirements, including prescribed minimum capital standards.
−Removed: The Bank is regularly examined by the FDIC and the Washington DFI and files periodic reports concerning its activities and financial condition with these banking regulators.
−Removed: The Bank’s relationship with depositors and borrowers also is regulated to a great extent by both federal and state law, especially in such matters as the ownership of deposit accounts and the form and content of mortgage and other loan documents.
+Added: The Bank is regularly examined by the FDIC and the Washington DFI and files periodic reports about its activities and financial condition with these banking regulators.
+Added: The Bank’s relationship with depositors and borrowers is also regulated to a great extent by both federal and state law, especially in such matters as the ownership of deposit accounts and the form and content of mortgage and other loan documents.
Federal and state banking laws and regulations govern all areas of the operation of the Bank, including reserves, loans, investments, deposits, capital, issuance of securities, payment of dividends and establishment of branches.
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State Regulation and Supervision :
−Removed: As a Washington state-chartered commercial bank with branches in the States of Washington, Oregon, Idaho and California, the Bank is subject not only to the applicable provisions of Washington law and regulations, but is also subject to Oregon, Idaho and California law and regulations.
+Added: As a Washington state-chartered commercial bank with branches in Washington, Oregon, Idaho and California, the Bank is subject not only to the applicable provisions of Washington law and regulations, but is also subject to Oregon, Idaho and California law and regulations.
These state laws and regulations govern the Bank’s ability to take deposits and pay interest thereon, to make loans on or invest in residential and other real estate, to make consumer loans, to invest in securities, to offer various banking services to its clients and to establish branch offices.
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No institution may pay a dividend if it is in default on its federal deposit insurance assessment.
−Removed: As of December 31, 2022, assessment rates ranged from three basis points to 30 basis points for all institutions, subject to adjustments for unsecured debt issued by the institution, unsecured debt issued by other FDIC-insured institutions, and brokered deposits held by the institution.
+Added: As of December 31, 2023, assessment rates ranged from five basis points to 32 basis points for all institutions, subject to adjustments for unsecured debt issued by the institution, unsecured debt issued by other FDIC-insured institutions, and brokered deposits held by the institution.
Extraordinary growth in insured deposits during the first and second quarters of 2020 caused the Deposit Insurance Fund (DIF) reserve ratio to decline below the statutory minimum of 1.35 percent as of June 30, 2020.
5 unchanged sentences
The revised assessment rate schedules are intended to increase the likelihood that the reserve ratio of the DIF reaches the statutory minimum level of 1.35 percent by September 30, 2028.
+Added: In November 2023, the FDIC Board approved a final rule to implement a special assessment to recover the loss to the DIF associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.
+Added: The special assessment will be collected at an annual rate of approximately 13.4 basis points for an anticipated total of eight quarterly assessment periods beginning with the first quarterly assessment period of 2024.
+Added: The assessment base is equal to an insured depository institution’s estimated uninsured deposits as of December 31, 2022, adjusted to exclude the first $5 billion.
+Added: As of December 31, 2022, the Bank’s estimated uninsured deposits were $4.84 billion.
The FDIC conducts examinations of and requires reporting by state non-member banks, such as the Bank.
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If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC.
−Removed: Management is not aware of any existing circumstances which would result in termination of the deposit insurance of the Bank.
+Added: Management is not aware of any existing circumstances which would result in termination of deposit insurance of the Bank.
Standards for Safety and Soundness:
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If the FDIC determines that an institution fails to meet any of these guidelines, it may require an institution to submit to the FDIC an acceptable plan to achieve compliance.
+Added: In October 2023, considering recent and historical bank failures, the FDIC proposed guidelines aimed at establishing corporate governance and risk management expectations for all insured state-chartered banks, excluding those who are member of the Federal Reserve, with total assets exceeding $10 billion.
+Added: This initiative, conducted through rulemaking under Section 39 of the Federal Deposit Insurance Act, empowers the FDIC to set forth enforceable standards, incorporated as an appendix to Part 364 of its regulations.
+Added: The guidelines focus on defining obligations of the board of directors, specifying board composition and committee structures, and outlining expectations for an independent risk management function.
+Added: The FDIC aims to enhance a bank’s safety and soundness, minimizing the likelihood of failure and mitigating potential losses.
Capital Requirements:
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Concurrent with enactment of the CARES Act, federal banking agencies issued an interim final rule that delayed the estimated impact on regulatory capital resulting from the adoption of CECL.
−Removed: The interim final rule provides banking organizations that implement CECL before the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay.
+Added: The interim final rule provides banking organizations that implemented CECL before the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay.
The changes in the final rule apply only to those banking organizations that elect the CECL transition relief provided under the rule.
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Since the enactment of the CERCLA, this “secured creditor exemption” has been the subject of judicial interpretations which have left open the possibility that lenders could be liable for cleanup costs on contaminated property that they hold as collateral for a loan.
−Removed: To the extent that legal uncertainty exists in this area, all creditors, including the Bank, that have made loans secured by properties with potential hazardous waste contamination (such as petroleum contamination) could be subject to liability for cleanup costs, which costs often substantially exceed the value of the collateral property.
+Added: To the extent that legal uncertainty exists in this area, all creditors, including the Bank, that have made loans secured by properties with potentially hazardous waste contamination (such as petroleum contamination) could be subject to liability for cleanup costs, which costs often substantially exceed the value of the collateral property.
Federal Reserve System:
2 unchanged sentences
Interest-bearing checking accounts and other types of accounts that permit payments or transfers to third parties fall within the definition of transaction accounts and are subject to Regulation D reserve requirements, as are any non-personal time deposits at a bank.
−Removed: In response to COVID-19, the Federal Reserve reduced requirements to zero percent effective on March 26, 2020, to support lending to households and businesses.
+Added: In March 2020, the Federal Reserve reduced requirements to zero percent to support lending to households and businesses.
Currently, the Federal Reserve has stated it has no plans to re-impose reserve requirements.
12 unchanged sentences
The Bank received an “outstanding” rating during its most recently completed CRA examination.
+Added: On October 24, 2023, the federal banking agencies, including the FDIC issued a final rule designed to strengthen and modernize regulations implementing the CRA.
+Added: The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations and tailor CRA evaluations and data collection to bank size and type.
The amount of dividends payable by the Bank to the Company depends upon its earnings and capital position, and is limited by federal and state laws, regulations and policies, including the capital conservation buffer requirement.
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The California Consumer Privacy Act of 2018 (the CCPA), which became effective on January 1, 2020, gives California residents the right to request disclosure of information collected about them, and whether that information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of the sale of personal information, and the right not to be discriminated against for exercising these rights.
−Removed: The CCPA also created a private right of action with statutory damages for data security breaches, thereby increasing potential liability associated with a data breach, which has triggered a number of class actions against other companies since January 1, 2020.
−Removed: Although the Bank may enjoy several fairly broad exemptions from the CCPA’s privacy requirements, those exemptions do not extend to the private right of action for a data security breach.
−Removed: In November 2020, voters in the State of California approved the California Privacy Rights Act (CPRA), a ballot measure that amends and supplements the substantive requirements of the CCPA, as well as providing certain mechanisms for administration and enforcement of the statute by creating the California Privacy Protection Agency, a watchdog privacy agency.
−Removed: The CCPA, the CPRA as well as other similar state data privacy laws and regulations, may require the establishment by the Bank of certain regulatory compliance and risk management controls.
−Removed: Non-compliance with the CCPA, the CPRA or similar state privacy laws and regulations could lead to substantial regulatory imposed fines and penalties, damages from private causes of action and/or reputational harm.
+Added: The CCPA also created a private right of action with statutory damages for data security breaches, thereby increasing potential liability associated with a data breach, which has triggered a number of class action lawsuits against other companies since January 1, 2020.
+Added: Although the Bank is covered by several fairly broad exemptions from the CCPA’s privacy requirements, those exemptions do not extend to the private right of action for a data security breach.
+Added: In November 2020, voters in the State of California approved the California Privacy Rights Act (CPRA), a ballot measure that amends and supplements the substantive requirements of the CCPA, and provides certain mechanisms for administration and enforcement of the statute by creating the California Privacy Protection Agency, a watchdog privacy agency.
+Added: The CCPA, the CPRA and other similar state data privacy laws and regulations, may require the establishment by the Bank of certain regulatory compliance and risk management controls.
+Added: Non-compliance with the CCPA, the CPRA or similar state privacy laws and regulations could lead to substantial regulator-imposed fines and penalties, damages from private causes of action and/or reputational harm.
In addition, Congress and federal regulatory agencies are considering similar laws or regulations that could create new individual privacy rights and impose increased obligations on companies handling personal data.
−Removed: On November 18, 2021, the federal banking agencies announced the issuance of a new rule, effective April 1, 2022, providing for new notification requirements for banking organizations and their service providers for significant cybersecurity incidents.
−Removed: Specifically, the new rule requires banking organizations to notify their primary federal regulator as soon as possible, and not later than 36 hours after, the discovery of a computer-security incident that rises to the level of a notification incident within the meaning attributed to those terms by the rule.
+Added: On April 1, 2022, the federal banking agencies’ new rule, became effective, providing for new notification requirements for banking organizations and their service providers for significant cybersecurity incidents.
+Added: Specifically, the new rule requires banking organizations to notify their primary federal regulator as soon as possible, and no later than 36 hours after, the discovery of a computer-security incident that rises to the level of a notification incident as defined by the rule.
Notification is required for incidents that have materially affected or are reasonably likely to materially affect the viability of a banking organization’s operations, its ability to deliver banking products and services, or the stability of the financial sector.
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Treasury’s Office of Financial Crimes Enforcement Network.
−Removed: These rules require financial institutions to establish procedures for identifying and verifying the identity of clients seeking to open new financial accounts, and the beneficial owners of accounts.
+Added: Financial institutions must establish procedures to identify and verify the identity of clients seeking to open new financial accounts, and the beneficial owners of accounts.
Bank regulators are directed to consider an institution’s effectiveness in combating money laundering when ruling on Bank Holding Company Act and Bank Merger Act applications.
4 unchanged sentences
The Bank is subject to a broad array of federal and state consumer protection laws and regulations that govern almost every aspect of its business relationships with consumers.
−Removed: While the list set forth below is not exhaustive, these include the Truth-in-Lending Act, the Truth in Savings Act, the Electronic Fund Transfers Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Right to Financial Privacy Act, the Home Ownership and Equity Protection Act, the Fair Credit Billing Act, the Homeowners Protection Act, the Check Clearing for the 21st Century Act, laws governing flood insurance, laws governing consumer protections in connection with the sale of insurance, federal and state laws prohibiting unfair and deceptive business practices, and various regulations that implement some or all of the foregoing.
−Removed: These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with clients when taking deposits, making loans, collecting loans, and providing other services.
+Added: While the list set forth below is not exhaustive, these include the Truth-in-Lending Act, the Truth in Savings Act, the Electronic Fund Transfers Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Right to Financial Privacy Act, the Home Ownership and Equity Protection Act, the Fair Credit Billing Act, the Homeowners Protection Act, the Check Clearing for the 21st Century Act, flood insurance laws, consumer protection laws connected with the sale of insurance, federal and state laws prohibiting unfair and deceptive business practices, and various regulations that implement some or all of these areas.
+Added: These laws and regulations mandate certain disclosure requirements and regulate how financial institutions must deal with clients when taking deposits, making loans, collecting loans, and providing other services.
Failure to comply with these laws and regulations can subject the Bank to various penalties, including but not limited to, enforcement actions, injunctions, fines, civil liability, criminal penalties, punitive damages, and the loss of certain contractual rights.
3 unchanged sentences
We are required to file quarterly reports with the Federal Reserve and provide additional information as the Federal Reserve may require.
−Removed: The Federal Reserve may examine us, and any of our subsidiaries, and charge us for the cost of the examination.
+Added: The Federal Reserve may examine us, and any of our subsidiaries.
The Federal Reserve also has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries).
In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices.
−Removed: Banner is also required to file certain reports with, and otherwise comply with the rules and regulations of the SEC.
+Added: Banner is also required to file certain reports with, and comply with the rules and regulations of the SEC.
The Bank Holding Company Act:
25 unchanged sentences
The Dodd-Frank Act imposes various restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions, and implements certain capital regulations applicable to Banner and the Bank that are discussed above under the section entitled “Capital Requirements.”
−Removed: In addition, among other changes, the Dodd-Frank Act requires public companies, like Banner, to (i) provide their shareholders with a non-binding vote (a) at least once every three years on the compensation paid to executive officers and (b) at least once every six years on whether they should have a “say on pay” vote every one, two or three years;
+Added: Among other things, the Dodd-Frank Act requires public companies, like Banner, to (i) provide their shareholders with a non-binding vote (a) at least once every three years on the compensation paid to executive officers and (b) at least once every six years on whether they should have a “say on pay” vote every one, two or three years;
(ii) have a separate, non-binding shareholder vote regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments;
−Removed: (iii) provide disclosure in annual proxy materials concerning the relationship between the executive compensation paid and the financial performance of the issuer;
+Added: (iii) provide disclosure in annual proxy materials about the relationship between executive compensation paid and the financial performance of the issuer;
and (iv) disclose the ratio of the Chief Executive Officer’s annual total compensation to the median annual total compensation of all other employees.
−Removed: The regulations to implement the provisions of Section 619 of the Dodd-Frank Act, commonly referred to as the Volcker Rule, contain prohibitions and restrictions on the ability of financial institutions holding companies and their affiliates to engage in proprietary trading and to hold certain interests in, or to have certain relationships with, various types of investment funds, including hedge funds and private equity funds.
−Removed: Banner is continuously reviewing its investment portfolio to determine if changes in its investment strategies are in compliance with the various provisions of the Volcker Rule regulations.
+Added: The regulations to implement the provisions of Section 619 of the Dodd-Frank Act, commonly referred to as the Volcker Rule, contain prohibitions and restrictions on the ability of financial institutions holding companies and their affiliates to engage in proprietary trading and hold certain interests in, or have certain relationships with, various types of investment funds, including hedge funds and private equity funds.
+Added: Banner is continuously reviewing its investment portfolio to determine if changes in its investment strategies are in compliance with Volcker Rule regulations.
Interstate Banking and Branching:
−Removed: The Federal Reserve must approve an application of a bank holding company to acquire control, or acquire all or substantially all of the assets, of a bank located in a state other than the holding company’s home state, without regard to whether the transaction is prohibited by the laws of any state.
−Removed: The Federal Reserve may not approve the acquisition of a bank that has not been in existence for the minimum time period (not exceeding five years) specified by the statutory law of the host state.
+Added: The Federal Reserve must approve a bank holding company’s application to acquire control, or acquire all or substantially all the assets, of a bank located in a state other than the holding company’s home state, without regard to whether the transaction is prohibited by the laws of any state.
+Added: The Federal Reserve may not approve the acquisition of a bank that has not been in existence for the minimum time period (not exceeding five years) specified by statutory law of the host state.
Nor may the Federal Reserve approve an application if the applicant (and its depository institution affiliates) controls or would control more than 10% of the insured deposits in the United States or 30% or more of the deposits in the target bank’s home state or in any state in which the target bank maintains a branch.
−Removed: Federal law does not affect the authority of states to limit the percentage of total insured deposits in the state which may be held or controlled by a bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies.
+Added: Federal law does not affect states’ authority to limit the percentage of total insured deposits in the state which may be held or controlled by a bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies.
Individual states may also waive the 30% state-wide concentration limit contained in the federal law.
−Removed: The federal banking agencies are generally authorized to approve interstate merger transactions without regard to whether the transaction is prohibited by the law of any state.
−Removed: Interstate acquisitions of branches are permitted only if the law of the state in which the branch is located permits such acquisitions.
+Added: Federal banking agencies are generally authorized to approve interstate merger transactions without regard to whether the transaction is prohibited by the law of any state.
+Added: Interstate branch acquisitions are permitted only if the law of the state in which the branch is located permits such acquisitions.
Interstate mergers and branch acquisitions are subject to the nationwide and statewide insured deposit concentration amounts described above.
Under the Dodd-Frank Act, the federal banking agencies may generally approve interstate de novo branching.
−Removed: The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses its view that although there are no specific regulations restricting dividend payments by bank holding companies other than state corporate laws, a bank holding company must maintain an adequate capital position and generally should not pay cash dividends unless the company’s net income for the past year is sufficient to fully fund the cash dividends and that the prospective rate of earnings appears consistent with the company’s capital needs, asset quality, and overall financial condition.
+Added: The Federal Reserve has issued a policy statement on cash dividend payments by bank holding companies, which expresses its view that, although there are no specific regulations restricting dividend payments by bank holding companies other than state corporate laws, a bank holding company must maintain an adequate capital position and generally should not pay cash dividends unless the company’s net income for the past year is sufficient to fully fund the cash dividends and that the prospective rate of earnings appears consistent with the company’s capital needs, asset quality, and overall financial condition.
The Federal Reserve policy statement also indicates that it would be inappropriate for a company experiencing serious financial problems to borrow funds to pay dividends.
The capital conversion buffer requirement can also restrict Banner’s and the Bank’s ability to pay dividends.
−Removed: Further, under Washington law, Banner is prohibited from paying a dividend if, after making such dividend payment, it would be unable to pay its debts as they become due in the usual course of business, or if its total liabilities, plus the amount that would be needed in the event Banner were to be dissolved at the time of the dividend payment, to satisfy preferential rights on dissolution of holders of preferred stock ranking senior in right of payment to the capital stock on which the applicable distribution is to be made, exceed our total assets.
+Added: Further, under Washington law, Banner is prohibited from paying a dividend if, after making such dividend payment, it would be unable to pay its debts as they become due in the usual course of business.
+Added: Banner is also prohibited from paying a dividend if its total liabilities, plus the amount that would be needed in the event Banner were to be dissolved at the time of the dividend payment exceed our total assets.
Stock Repurchases:
−Removed: A bank holding company, except for certain “well-capitalized” and highly rated bank holding companies, is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding twelve months, is equal to 10% or more of its consolidated net worth.
+Added: A bank holding company, except for certain “well capitalized” and highly rated bank holding companies, is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its consolidated net worth.
The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order or any condition imposed by, or written agreement with, the Federal Reserve.
−Removed: Management Personnel
−Removed: Executive Officers
−Removed: The following table sets forth information with respect to the executive officers of Banner Corporation and Banner Bank as of December 31, 2022:
+Added: Information about our Executive Officers
+Added: The following table provides information about the executive officers of Banner and the Bank as of December 31, 2023:
Name Age Position with Banner Corporation Position with Banner Bank
1 unchanged sentence
Brown 56 Executive Vice President, Chief Information Officer
−Removed: Conner 57 Executive Vice President, Chief Financial Officer, Treasurer Executive Vice President, Chief Financial Officer
+Added: Butterfield 55 Executive Vice President, Chief Financial Officer, Treasurer Executive Vice President, Chief Financial Officer
Costa 55 Executive Vice President, Chief Risk Officer
Garcia 64 Executive Vice President, Chief Audit Executive
+Added: Karen Harrison 65 Executive Vice President, Community Banking Executive
Kohler 51 Executive Vice President, Human Resources, Chief Diversity Officer
7 unchanged sentences
Biographical Information
−Removed: Set forth below is certain information regarding the executive officers of Banner Corporation and Banner Bank.
+Added: The following section provides information about the executive officers of Banner Corporation and Banner Bank.
There are no family relationships among or between the directors or executive officers.
Grescovich is President and Chief Executive Officer, and a director, of Banner Corporation and Banner Bank.
−Removed: Grescovich joined Banner Bank in April 2010 and became Chief Executive Officer in August 2010 following an extensive banking career specializing in finance, credit administration and risk management.
−Removed: Under his leadership, Banner has grown from $4.7 billion in assets in 2010 to more than $15 billion through organic growth as well as selective acquisitions.
+Added: Grescovich became President and a director of Banner Corporation and Banner Bank in April 2010 and became Chief Executive Officer in August 2010, building on an extensive banking career specializing in finance, credit administration and risk management.
+Added: Under his leadership, Banner has grown from $4.7 billion in assets in 2010 to more than $15 billion in 2023 through organic growth and selective acquisitions.
During that time, Mr.
1 unchanged sentence
Prior to joining the Bank, Mr.
−Removed: Grescovich was the Executive Vice President and Chief Corporate Banking Officer for Akron, Ohio-based FirstMerit Corporation and FirstMerit Bank N.A., a commercial bank with $14.5 billion in assets and over 200 branch offices in three states.
−Removed: He assumed responsibility for FirstMerit’s commercial and regional line of business in 2007, having served since 1994 in various commercial and corporate banking positions, including that of Chief Credit Officer.
+Added: Grescovich was the Executive Vice President and Chief Corporate Banking Officer for FirstMerit Corporation and FirstMerit Bank N.A., a commercial bank with $14.5 billion in assets and over 200 branch offices in three states.
+Added: He assumed responsibility for FirstMerit’s commercial and regional line of business in 2007, having served since 1994 in various commercial and corporate banking positions, including Chief Credit Officer.
Prior to joining FirstMerit, Mr.
Grescovich was a Managing Partner in corporate finance with Sequoia Financial Group, Inc.
−Removed: of Akron, Ohio and a commercial and corporate lending officer and credit analyst with Society National Bank of Cleveland, Ohio.
−Removed: He has a Bachelor of Business Administration degree in finance from Miami University and a Master of Business Administration degree, also in finance, from The University of Akron.
−Removed: Brown joined Banner Bank in December 2020 as Chief Information Officer.
−Removed: She provides direction and oversight for information technology and security across Banner Bank, including existing and emerging initiatives.
+Added: and a commercial and corporate lending officer and credit analyst with Society National Bank.
+Added: He earned a bachelor’s degree in finance from Miami University and a master’s degree, also with a finance emphasis, from The University of Akron.
+Added: Brown joined Banner Bank in 2020 as Chief Information Officer.
+Added: She directs and oversees information technology and security across Banner Bank, including existing and emerging initiatives.
Prior to joining the Company, Ms.
1 unchanged sentence
She has specific expertise leading large, complex projects and technology environments.
−Removed: Brown served as Vice President of Governance & Infrastructure Shared Services at Epiq Global, a worldwide provider of legal services, in the Seattle, WA office from November 2018 through October 2020.
+Added: Brown served as Vice President of Governance & Infrastructure Shared Services at Epiq Global, a worldwide provider of legal services, from November 2018 through October 2020.
In June 2018, Epiq Global purchased Garden City Group, where Ms.
−Removed: Brown had served as Senior Vice President and Chief Information Officer since September 2016 (also in Seattle, WA).
+Added: Brown had served as Senior Vice President and Chief Information Officer since September 2016.
From March 2014 to September 2016, Ms.
−Removed: Brown was Vice President, Information Technology Applications for Premera (Mountlake Terrace, WA), where she had previously served as Information Technology Director, Strategic Services.
+Added: Brown was Vice President, Information Technology Applications for Premera, where she previously served as Information Technology Director, Strategic Services.
Brown attended Washington State University and served eight years in the U.S.
1 unchanged sentence
She is a Desert Storm Veteran.
−Removed: Brown is an active volunteer in several children’s welfare and development causes in the Puget Sound area and abroad.
−Removed: Conner joined Banner Bank in 2015 upon the acquisition of AmericanWest Bank (AmericanWest).
−Removed: He is Executive Vice President and Chief Financial Officer of Banner Corporation and Banner Bank.
−Removed: Prior to joining the Company, Mr.
−Removed: Conner was the Chief Financial Officer for SKBHC LLC in Seattle, WA the holding company for Starbuck Bancshares, Inc.
−Removed: (Starbuck), the holding company for AmericanWest, and AmericanWest from 2010 until he joined Banner Bank in 2015.
−Removed: Conner has over 30 years of experience in financial services, including 20 years in executive financial positions at Wells Fargo Bank as well as regional community banks.
−Removed: Additionally, he spent time as a managing director for FSI Group, where he evaluated and placed equity fund investments in community banks.
−Removed: He earned a B.S.
−Removed: in Quantitative Economics from the University of California at San Diego and a Master’s of Business degree from the Haas School of Business at U.C.
−Removed: Conner’s community involvement includes having served as chairman of the board of directors for Spokane Habitat for Humanity.
+Added: Brown actively volunteers for several children’s welfare and development causes in the Puget Sound area and abroad.
+Added: Butterfield was promoted to Executive Vice President and Chief Financial Officer of Banner Bank in April 2023 and to Executive Vice President and Chief Financial Officer of Banner Corporation in October 2023.
+Added: Prior to those promotions, he was Senior Vice President and Chief Accounting Officer of Banner Bank, which he joined in 2015.
+Added: A Certified Public Accountant, Mr.
+Added: Butterfield has more than 25 years of highly specialized financial expertise, including more than 20 years in the financial services industry.
+Added: He began his career as an auditor with a national accounting and professional services firm and held financial leadership positions at two community banks, including controller and principal accounting officer.
+Added: Butterfield holds a bachelor’s degree in accounting from Eastern Washington University and is a graduate of Pacific Coast Banking School.
+Added: As an active member of his community, he currently serves on the board of directors for Spokane Habitat for Humanity.
Costa joined Banner Bank in October 2021 as Executive Vice President and Chief Risk Officer.
2 unchanged sentences
Costa served at Mann Lake Group in Minneapolis as the Chief Executive Officer and Founder from October 2020 where he provided advice to banks, trade associations and fintech firms on credit strategy, capital allocation, risk program design, regulatory relations, and compliance risk management.
−Removed: From 2013 through October 2020, he served as an executive officer of TCF Financial Corporation (TCF) in Wayzata, MN, including as Executive Vice President and Chief Risk Officer and Chief Credit Officer from August 2019, as Chief Risk Officer and Chief Credit Officer from January 2017, and as Chief Risk Officer since August 2013.
−Removed: TCF was a $49 billion regional bank holding company with operations in USA, Canada and Asia.
+Added: From 2013 to October 2020, he served as an executive officer of TCF Financial Corporation (TCF), including as Executive Vice President and Chief Risk Officer and Chief Credit Officer.
+Added: TCF was a $49 billion regional bank holding company with operations in the United States, Canada and Asia.
Prior to that, Mr.
Costa was Executive Vice President and Head of Credit Strategy for Wachovia in Charlotte, NC, and PNC Financial Corp.
−Removed: in Pittsburgh, PA.
Air Force Veteran, Mr.
−Removed: Costa earned his bachelor’s degree from The Ohio State University and conducted his doctorate studies in Economics with the University of Minnesota.
−Removed: He is an active community volunteer with a local Habitat for Humanity and Humane Society, as well as with the University of Minnesota Center for Children’s Cancer Research.
−Removed: Costa is also an advisory board member for the Midsize Bank Coalition of America.
+Added: Costa earned his bachelor’s degree from The Ohio State University and conducted his doctorate studies in economics at the University of Minnesota.
+Added: He is an active community volunteer for a local Habitat for Humanity and Humane Society, and with the University of Minnesota Center for Children’s Cancer Research.
+Added: Costa is also an advisory board member for the Midsize Bank Coalition of America and Moody’s Analytics.
Garcia is the Chief Audit Executive responsible for proactively identifying and mitigating risks as well as providing internal audit services in the areas of financial compliance, IT governance, and operations.
1 unchanged sentence
Prior to joining the Company in 2017, Mr.
−Removed: Garcia served for 16 years at the Bank of Hawaii in Honolulu, HI, most recently as Executive Vice President and Chief Audit Executive, with prior positions as Vice President and Senior Audit Manager.
−Removed: Garcia also has 24 years of experience at Bank of America where he held several positions in consumer and commercial operations management and audit, including that of Audit Director.
+Added: Garcia served 16 years at the Bank of Hawaii, most recently as Executive Vice President and Chief Audit Executive, with prior positions as Vice President and Senior Audit Manager.
+Added: Garcia also has 24 years of experience at Bank of America where he held several positions in consumer and commercial operations management and audit, including Audit Director.
Garcia earned his bachelor’s degree in management from St.
Mary’s College of California and is a graduate of the School of Mortgage Banking.
−Removed: He is a Certified Bank Auditor (CBA), holds a Certification in Risk Management Assurance (CRMA) and is a Certified Information Systems Auditor (CISA).
+Added: He is a Certified Bank Auditor, holds a Certification in Risk Management Assurance and is a Certified Information Systems Auditor.
Garcia is an active member in the Institute of Internal Audit, the Information Systems Audit and Control Association, and Mid-Sized Bank Coalition of America.
+Added: Karen Harrison was promoted to Executive Vice President of Community Banking at Banner Bank in June 2023 after joining Banner Bank in March 2022 as Senior Vice President, Community Banking Director.
+Added: Harrison oversees the Bank’s branch network, business client management services, merchant services and Banner Investment Services.
+Added: Harrison has more than 25 years of experience in financial services, including national leadership positions at large multi-national banks as well as serving nine years on the executive team of a regional credit union as Executive Vice President, Chief Retail Banking and Marketing Officer.
+Added: From 2011 through March 2022, Ms.
+Added: Harrison held several regional and national senior leadership roles at Bank of America, in San Diego, CA.
+Added: Prior to joining Banner Bank in March 2022, Ms.
+Added: Harrison served as Bank of America’s National SBA Executive, leading the bank’s nationwide SBA program from 2019 to 2022.
+Added: Prior roles at Bank of America included National Credit Performance Executive and Small Business Banking Manager.
+Added: Harrison earned her bachelor’s degree from California State University and an MBA from the University of Phoenix.
+Added: Additionally, she has completed the Women’s Leadership Program at Columbia University Graduate School of Business.
+Added: An active member of her community, Ms.
+Added: Harrison has served on the board of directors for Junior Achievement, YMCA, LEAD San Diego, and the National Association of Women Business Owners.
Kohler joined Banner Bank in 2016 as Executive Vice President of Human Resources and, in January 2021, was also appointed as the Bank’s Chief Diversity Officer.
−Removed: Kohler’s focus is on driving organizational design priorities at Banner Bank including:
−Removed: leadership development, talent acquisition, workforce planning, employee relations, compensation, benefits, diversity initiatives, payroll, and safety.
+Added: Kohler’s focus is on driving organizational design priorities at Banner Bank including leadership development, talent acquisition, workforce planning, employee relations, compensation, benefits, diversity initiatives, payroll, and safety.
Prior to joining Banner, Ms.
−Removed: Kohler served 20 years in progressive human resource leadership roles for Plum Creek Timber Company, now Weyerhaeuser, in Seattle, WA.
−Removed: She holds bachelors’ degrees in Marketing as well as Business Management from Northwest Missouri State University and a master’s degree in Organizational Management from the University of Phoenix.
−Removed: Through continuing education, she maintains her certifications as a Senior Professional in Human Resources (SPHR) and a Society of Human Resources Management Senior Certified Professional (SHRM-SCP).
−Removed: Larsen joined Banner Bank in 2005 as the Real Estate Administration Manager and was promoted to Mortgage Banking Director in 2010.
+Added: Kohler served 20 years in progressive human resource leadership roles for Plum Creek Timber Company, now Weyerhaeuser.
+Added: She holds bachelor’s degrees in marketing as well as business management from Northwest Missouri State University and a master’s degree in organizational management from the University of Phoenix.
+Added: Through continuing education, she maintains her certifications as a Senior Professional in Human Resources and a Society of Human Resources Management Senior Certified Professional.
+Added: Larsen was promoted to Executive Vice President, Mortgage Banking Director in 2015.
+Added: He joined Banner Bank in 2005 as Real Estate Administration Manager and was promoted to Mortgage Banking Director in 2010.
Larsen is responsible for Banner Bank’s mortgage banking activities from origination, administration, secondary marketing, through loan servicing.
−Removed: Larsen has had a 30-plus year career in mortgage banking, including holding positions in all facets of operations and management.
−Removed: A graduate of Eastern Washington University, he earned a Bachelor of Arts in Education with a degree in Social Science and earned certificates from the Pacific Coast Banking School and the School of Mortgage Banking.
−Removed: He is also a Certified Mortgage Banker, the highest designation recognized by the Mortgage Bankers Association.
−Removed: Larsen began his career at Action Mortgage/Sterling Savings, later moving to Peoples Bank of Lynden where he managed the mortgage banking operation.
−Removed: Larsen also served as the 90th President of the Seattle Mortgage Bankers Association.
−Removed: Formerly he was the Chairman of the Washington Mortgage Bankers Association and currently serves as a commissioner on the Washington State Housing Finance Commission.
−Removed: He was promoted to Executive Vice President in 2015.
+Added: Larsen has a 30-plus year career in mortgage banking, including holding positions in all facets of operations and management.
+Added: A graduate of Eastern Washington University, he earned a bachelor’s degree in education with a degree in Social Science and earned certificates from the Pacific Coast Banking School and the School of Mortgage Banking.
+Added: Larsen is also a Certified Mortgage Banker, the highest designation recognized by the Mortgage Bankers Association.
+Added: Larsen began his career at Action Mortgage/Sterling Savings, later moving to Peoples Bank of Lynden where he managed mortgage banking operations.
+Added: Larsen served as the 90th President of the Seattle Mortgage Bankers Association and Chairman of the Washington Mortgage Bankers Association.
+Added: He currently serves as a commissioner on the Washington State Housing Finance Commission.
Sherrey Luetjen is Executive Vice President, General Counsel and Secretary for Banner Corporation and Banner Bank, as well as Ethics Officer for Banner Corporation.
−Removed: She joined Banner as Senior Vice President and Assistant General Counsel in May 2019 and was promoted to her current position in August 2021.
−Removed: Luetjen is responsible for directing and overseeing the company’s legal functions.
+Added: She joined Banner as Senior Vice President and Assistant General Counsel in 2019 and was promoted to her current position in 2021.
+Added: Luetjen directs and oversees the company’s legal functions.
Luetjen has more than 20 years of legal experience including more than 15 years as in-house counsel in the financial services industry.
From 2010 through 2018, Ms.
−Removed: Luetjen was a Managing Director of Legal and Compliance at BlackRock, Inc.
−Removed: in Seattle, where she had served as a Director of Legal and Compliance from 2007 through 2010.
+Added: Luetjen was a Managing Director of Legal and Compliance at BlackRock, Inc., where she previously served as a Director of Legal and Compliance from 2007 through 2010.
Prior to BlackRock, Ms.
2 unchanged sentences
Luetjen’s community involvement includes nine years of service on the board of directors of The Arboretum Foundation, including two years as board chair.
−Removed: McLean joined Banner Bank in November 2010 and is Executive Vice President, Commercial Real Estate Lending, leading teams including the Multifamily Lending Group, Commercial Real Estate Specialty Unit, Affordable Housing and LIHTC Investments, Community Financial Corporation, Residential Construction and Income Property Divisions, as well as loan administration functions related to this division.
+Added: McLean joined Banner Bank in 2010 and is Executive Vice President, Commercial Real Estate Lending.
+Added: He leads the Affordable Housing Division and LIHTC Investments, Community Financial Corporation, Homebuilder Finance and Income Property Divisions, as well as related loan administration functions.
McLean has more than 30 years of real estate finance experience.
11 unchanged sentences
His career also included management positions in commercial lending with Washington Mutual.
−Removed: He earned a B.S.
−Removed: in Finance and Economics from Boise State University and was certified by the Pacific Coast Banking School and Northwest Intermediate Commercial Lending School.
+Added: He earned his bachelor’s degree in finance and economics from Boise State University and is certified by the Pacific Coast Banking School and Northwest Intermediate Commercial Lending School.
As a dedicated, civic-minded community member, Mr.
−Removed: Quillin was active in Rotary for over 20 years, and for eight years served as a Fire Commissioner.
+Added: Quillin was active in Rotary for over 20 years, and served eight years as a Fire Commissioner.
began his banking career in 1985 and joined Banner Bank in 1998.
Since then he has held several leadership positions with progressive responsibilities within the Commercial Banking division.
−Removed: Today, as Executive Vice President, Commercial Banking, Mr.
−Removed: Reed leads the teams that focus on commercial banking relationship management, portfolio management, and business development.
+Added: Today, he is Executive Vice President of Commercial Banking, and leads the teams that focus on commercial banking relationship management, portfolio management, and business development.
Reed earned his bachelor’s degree from the University of Washington and is a graduate of Pacific Coast Banking School.
Reed’s community involvement includes serving on the Association of Washington Businesses Executive Board as well as having served on the University of Washington Bothell Advisory Board.
−Removed: Rice joined Banner Bank in 2002 as a Regional Credit Risk Manager, later promoted to Senior Credit Officer overseeing the commercial banking credit function in 2008, and promoted to Chief Credit Officer in 2020.
+Added: Rice joined Banner Bank in 2002 as a Regional Credit Risk Manager, was promoted to Senior Credit Officer overseeing the commercial banking credit function in 2008, and to Chief Credit Officer in 2020.
Rice has more than 35 years of credit-related experience, including time as a Senior Bank Examiner with the FDIC.
Rice earned her bachelor’s degree from Western Washington University, is a graduate of the Pacific Coast Banking School, and has held the RMA Credit Risk Certification since 2009.
−Removed: For more than a decade, Ms.
−Removed: Rice’s community involvement includes having served on the board of directors for the Alzheimer’s Association Washington State Chapter, and volunteering with both the Snoqualmie Valley and Tahoma School Districts.
−Removed: Additionally, for more than a decade, she has engaged with LifeWire, a domestic violence prevention organization, including serving seven years on the board of directors, two of which she was the board president.
+Added: Rice’s community involvement includes having served on the board of directors for the Alzheimer’s Association Washington State Chapter, and LifeWire, a domestic violence prevention organization, including serving seven years on the board of directors, two of which she was the board president.
+Added: In addition, she continues to volunteer with the local school districts.
Corporate Information
Our principal executive offices are located at 10 South First Avenue, Walla Walla, Washington 99362.
−Removed: Our telephone number is (509) 527-3636.
−Removed: We maintain a website with the address www.bannerbank.com.
+Added: Our company website is www.bannerbank.com.
The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K.
−Removed: Other than an investor’s own Internet access charges, we make available free of charge through our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we have electronically filed such material with, or furnished such material to, the SEC.
+Added: Our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, are available free of charge through our website, as soon as reasonably practicable after we have electronically filed such material with, or furnished such material to, the SEC.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.