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Banner is a bank holding company incorporated in the State of Washington which wholly owns one subsidiary bank, Banner Bank.
−Removed: The Bank is a Washington-chartered commercial bank that conducts business from its main office in Walla Walla, Washington and, as of December 31, 2023, its 135 branch offices and 13 loan production offices located in Washington, Oregon, California, Idaho and Utah.
+Added: The Bank is a Washington-chartered commercial bank that conducts business from its main office in Walla Walla, Washington and, as of December 31, 2024, it had 135 branch offices and 13 loan production offices located in Washington, Oregon, California, Idaho and Utah.
Banner is subject to regulation by the Federal Reserve.
−Removed: The Bank is subject to regulation by the Washington DFI and the FDIC.
+Added: The Bank is subject to regulation by the Washington State Department of Financial Institutions-Division of Banks (the DFI) and the Federal Deposit Insurance Corporation (the FDIC).
As of December 31, 2024, we had total consolidated assets of $16.20 billion, net loans of $11.20 billion, total deposits of $13.51 billion and total shareholders’ equity of $1.77 billion.
Banner’s common stock is traded on the NASDAQ Global Select Market under the ticker symbol “BANR.”
−Removed: The Bank is a regional bank which offers a wide variety of commercial banking services and financial products to individuals, businesses and public sector entities in its primary market areas.
−Removed: 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: In addition, the bank originates loans in the area surrounding its loan production office located in Utah.
−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 residential loans.
−Removed: 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.
+Added: The Bank is a regional bank that offers a wide variety of commercial banking services and financial products to individuals, businesses and public sector entities in its primary market areas.
+Added: 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, Idaho and Utah.
+Added: The Bank is also an active participant in secondary loan markets, engaging in mortgage banking operations through the origination and sale of one- to four-family residential loans.
+Added: Lending activities include commercial business and commercial real estate loans, agriculture business loans, construction, land and land development loans, one- to four-family residential loans, multifamily real estate loans, U.S.
Small Business Administration (SBA) loans and consumer loans.
We continue to invest in our delivery platform across the franchise with a primary emphasis on strengthening our presence in the higher growth regions of our markets.
−Removed: In addition, we continue to improve the efficiency of our branch delivery channel with on-going branch consolidations and investments in streamlining the origination of new loan and deposit accounts while simultaneously enhancing our digital service and account origination capabilities.
+Added: In addition, we continue to improve the efficiency of our branch delivery channel by making investments in streamlining the origination of new loan and deposit accounts while simultaneously enhancing our digital service and account origination capabilities.
During the past few years, client adoption of mobile and digital banking has accelerated while physical branch transaction volume has declined.
−Removed: Banner anticipates this shift in client service delivery channel preference will continue.
+Added: Banner anticipates this shift in client service delivery channel preference will continue and we strive to provide digital tools that support our client’s banking needs.
We also focus on expanding our product offerings and investing heavily in marketing campaigns designed to significantly increase the brand awareness for the Bank.
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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: 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.
−Removed: 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.
+Added: The Company’s successful execution of its super community bank model and strategic initiatives has delivered solid core operating results and profitability over the last several years.
+Added: The Company’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.
In addition, our strategic initiatives relate to efficiency, talent retention and technology improvements.
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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.
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Our lending activities are primarily directed toward the origination of commercial real estate and business loans.
−Removed: Commercial real estate loans include owner-occupied, investment properties and multifamily residential real estate.
−Removed: The level of activity in commercial real estate loans declined in 2023 with the rising interest rate environment.
−Removed: 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.
−Removed: Throughout the year sales of completed homes continued to outpace new originations due to constrained housing inventories.
+Added: Commercial real estate loans include owner-occupied, investment properties and multifamily real estate.
+Added: We also originate one- to four-family residential and construction, and land and land development loans, of which a significant component are one- to four-family residential construction loans.
+Added: Throughout 2024, 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: 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: Demand for residential one- to four-family loans slowed during 2023 with the rising interest rate environment reducing refinance originations.
−Removed: 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.
−Removed: Our consumer loan activity is primarily directed at meeting demand from our existing deposit clients.
+Added: Typically, most of the one- to four-family residential 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.
+Added: However, demand for these loans slowed in 2023 and 2024 due to high interest rates, which reduced refinance activity.
+Added: Additionally, the higher rate environment has impacted the refinancing of custom construction loans into the secondary market upon project completion, leading to a significant increase in the retention of one- to four-family residential loan production held in the portfolio.
+Added: Our consumer lending is primarily directed at meeting demand from our existing deposit clients.
At December 31, 2024 our net loan portfolio totaled $11.35 billion compared to $10.81 billion at December 31, 2023.
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We originate loans secured by first mortgages on one- to four-family residences in the markets we serve.
−Removed: Through our mortgage banking activities, we sell residential loans on either a servicing-retained or servicing-released basis.
−Removed: 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: Through our mortgage banking activities, we sell one- to four-family residential loans on either a servicing-retained or servicing-released basis.
+Added: We have generally sold a significant portion of our conventional one- to four-family residential loan originations and nearly all of our government insured loans in the secondary market.
As of December 31, 2024 14% of the loan portfolio, $1.59 billion, consisted of permanent one- to four-family residences.
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We require private mortgage insurance on conventional residential loans with a loan-to-value ratio at origination exceeding 80%.
−Removed: Construction and Land Lending:
+Added: Construction, Land and Land Development Lending:
Historically, we have invested a significant portion of our loan portfolio in residential construction and land loans to professional home builders and developers.
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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.
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Commercial and Multifamily Real Estate Lending:
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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: 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.
−Removed: Within our Commercial Real Estate portfolio, we have limited exposure to the office sector at 6% of total loans.
−Removed: The portfolio is granular in nature, geographically diversified and nearly 55% of the loans secured by office properties are owner occupied.
+Added: Our multifamily real estate portfolio, totaling $894.4 million as of December 31, 2024, is well diversified and consists mostly of affordable housing projects.
+Added: Our commercial real estate portfolio, totaling $3.86 billion as of December 31, 2024, is granular in nature and geographically diversified.
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.
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Our commercial real estate portfolio consists of loans on a variety of property types with no large concentrations by property type, location or borrower.
−Removed: At December 31, 2023, the average size of our commercial real estate loans was $1.1 million and the largest commercial real estate loan, in terms of an outstanding balance, in our portfolio was $22.9 million.
+Added: At December 31, 2024, the average size of our commercial real estate loans was $1.2 million, with the largest commercial real estate loan, in terms of an outstanding balance, totaling $23.8 million.
Commercial Business Lending:
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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.
−Removed: 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: QuickStep business loans are available up to $1.0 million, business lines of credit are available up to $500,000 and owner-occupied real estate loans are available up to $2.0 million.
Commercial business loans may entail greater risk than other types of loans.
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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.
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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.
−Removed: 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.
+Added: Collateral generally consists of cash crops produced by the farm, such as milk, grains, fruit, grass seed, peas, sugar beets, mint, walnuts, onions, potatoes, corn and alfalfa, or livestock.
In addition to considering cash flow and obtaining a blanket security interest in the farm’s cash crop, we may also collateralize an operating loan with the farm’s operating equipment, breeding stock, real estate and federal agricultural program payments to the borrower.
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These risks may be mitigated through multi-peril crop insurance.
−Removed: Commodity prices also present a risk, which may be mitigated through by the use of set price contracts.
+Added: Commodity prices also present a risk, which may be mitigated using set price contracts.
Normally, required beginning and projected operating margins provide for reasonable reserves to offset unexpected yield and price deficiencies.
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One- to four-family residential loan applications are taken by our mortgage loan officers or through our website and are processed in branch or regional locations.
−Removed: In addition, we have specialized loan origination units focused on construction and land development, commercial real estate and multifamily loans.
+Added: In addition, we have specialized loan origination units focused on construction and land development, commercial real estate and multifamily real estate loans.
Most underwriting and loan administration functions for our real estate loans are performed by loan personnel at central locations.
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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, 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.
−Removed: 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.
−Removed: We previously originated multifamily loans for sale in the secondary market, but discontinued this line of business during the fourth quarter of 2023.
+Added: For the years ended December 31, 2024 and 2023, we originated loans, net of repayments, including our participation in syndicated loans and loans held for sale of $984.7 million and $886.8 million, respectively.
+Added: We sell many of our newly originated one- to four-family residential loans to secondary market purchasers as part of our interest rate risk management strategy.
+Added: We previously originated multifamily real estate 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: We sell one- to four-family mortgage loans on both a servicing-retained and a servicing-released basis.
+Added: We sell one- to four-family residential loans on both a servicing-retained and a servicing-released basis.
All loans are sold without recourse but subject to the standard representations and warranties contained in the loan sale agreement.
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however, the loans may be located outside of our normal lending area.
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Loan Servicing
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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.
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We are party to various derivative instruments that are used for asset and liability management and client financing needs.
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We face competition from various financial institutions and intermediaries for deposits.
−Removed: 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: Competition is particularly intense for transaction balances and savings deposits, with commercial banks, credit unions, and non-bank entities such as securities brokerage firms, mutual funds, and large corporations with nationwide office networks, actively competing for market share.
Our efforts, including acquisitions, branch relocations, renovations, and marketing campaigns, are primarily focused on expanding deposit client relationships and balances.
−Removed: 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: Additionally, our electronic and digital banking services, such as debit card and ATM programs, internet banking, remote deposit, and mobile banking, are designed to enhance client engagement, drive deposit growth, and generate fee income.
Core deposits, consisting of non-interest-bearing checking accounts and interest-bearing transaction and savings accounts, constitute a fundamental element of our business strategy.
−Removed: As of December 31, 2023, core deposits represented 89% of total deposits, down from 95% a year earlier.
+Added: As of December 31, 2024 and 2023, core deposits represented 89% of total deposits.
Deposit Accounts:
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We issue retail repurchase agreements, generally due within 90 days, as an additional source of funds, primarily in connection with treasury management services provided to our larger deposit clients.
−Removed: We also may borrow funds through the use of secured wholesale repurchase agreements with securities brokers.
+Added: We also may borrow funds using secured wholesale repurchase agreements with securities brokers.
Between 2002 and 2007, we issued junior subordinated debentures in conjunction with the sale of trust preferred securities (TPS).
These securities were sold through special purpose business trusts established by Banner and were privately offered to pooled investment vehicles.
−Removed: The proceeds from the TPS issuances were predominantly invested as additional paid-in capital at the Bank.
+Added: The proceeds from the junior subordinated debentures issuances were predominantly invested as additional paid-in capital at the Bank.
In addition, through acquisitions, Banner acquired additional junior subordinated debentures.
−Removed: During 2020, we issued and sold 5.0% fixed-to-floating subordinated notes, which are due in 2030.
+Added: During 2020, we issued and sold 5.0% fixed-to-floating subordinated notes, which are callable in 2025 and mature in 2030.
+Added: The subordinated notes become floating-rate notes based on SOFR in June 2025.
+Added: T able of C onten ts
Human Capital
At Banner, our employees are a critical component of our success.
−Removed: 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.
−Removed: Our employees contribute to our commitment to corporate responsibility through personal volunteerism and active engagement in the communities in which they live and work.
+Added: Because our business success depends on our ability to retain, develop and attract top talent, we seek to provide a work environment that offers professional development opportunities, career growth, competitive compensation and comprehensive benefits.
+Added: Employing the best talent we can—including individuals who possess a broad range of experiences, backgrounds and skills—better positions us to anticipate and meet the needs of our business and our clients.
As our business grows and evolves, the demand for qualified candidates continues to grow.
−Removed: Meanwhile, the pool of experienced candidates in the financial services industry is shrinking, presenting a growing challenge to securing top talent.
+Added: Meanwhile, the pool of experienced candidates in the financial services industry is shrinking, presenting a growing challenge in securing top talent.
To address this challenge, we have developed and continue to enhance a robust and comprehensive company-wide talent management program.
−Removed: 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.
−Removed: Diversity, Equity and Inclusion (DEI).
−Removed: 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.
−Removed: 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;
−Removed: governs our establishment, maintenance and administration of appropriately designed compensation programs and plans;
−Removed: and reviews our employee engagement and exit survey trends.
−Removed: 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 and to attract, develop and retain diverse talent.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In 2023, we conducted a pulse survey to assess our inclusion and diversity efforts.
−Removed: Over 1,000 employees participated and the results indicated we are strong at integrating differences, providing psychological safety, and creating a sense of belonging.
−Removed: Additionally, our employees provided feedback on which Employee Resource Groups (ERGs) to add in 2023.
−Removed: 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.
−Removed: 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.
−Removed: 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;
−Removed: we maintain a Respectful Workplace Policy in alignment with this commitment.
−Removed: We strive to operate with an “open door policy” where employee concerns can be discussed anytime directly with leadership or human resources.
−Removed: 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.
−Removed: We have a strong team of colleagues who are collectively capable of professionally operating the business and fulfilling our vision.
−Removed: The following tables illustrate our employees’ gender and racial diversity by level as of December 31, 2023:
−Removed: Employee Position Level Female Male
−Removed: Individual Contributor 69 % 31 %
−Removed: Manager 65 % 35 %
−Removed: Director* 44 % 56 %
−Removed: Executive 40 % 60 %
−Removed: Total workforce 67 % 33 %
−Removed: * Refers to director-level employees, not Board of Directors
−Removed: Employee Position Level Persons of Color White
−Removed: Individual Contributor 30 % 70 %
−Removed: Manager 22 % 78 %
−Removed: Director* 15 % 85 %
−Removed: Executive — % 100 %
−Removed: Total workforce 28 % 72 %
−Removed: * Refers to director-level employees, not Board of Directors
+Added: This program encompasses talent acquisition and selection, performance coaching, career development, retention of top talent and succession planning.
+Added: Our Board of Directors, through its Compensation and Human Capital Committee, provides oversight for our human capital strategies and compensation programs.
Talent Acquisition and Attrition.
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 2023, we continued our Flexible Workplace Program which provides hybrid and remote career opportunities.
−Removed: 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.
−Removed: Additionally, we remain highly focused on retention of female and diverse talent where competitive pressures continue to escalate.
−Removed: Our voluntary employee turnover rate in 2023 decreased to 15% as compared to 21% in 2022.
+Added: In 2024, we continued our Flexible Workplace Program that was formally launched in 2022, which provides hybrid and remote career opportunities.
+Added: The program aims to support hiring from an expanded group of candidates, improve the work experience for our employees, strengthen our leadership pipeline and promote employee retention.
+Added: Our voluntary employee turnover rate in 2024 decreased to 13%, compared to 15% in 2023.
Our employment application and hiring processes do not solicit prior compensation information from candidates.
−Removed: 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: This approach helps ensure our new hire compensation is based on individual qualifications and roles, rather than being influenced by a candidate’s previous compensation history.
+Added: We also accept relevant experience as an alternative to formal education requirements for many roles, to support expanded candidate pools.
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.
−Removed: This collaboration involves a free, eight-week career training program, placement assistance, and ongoing coaching.
−Removed: As a result of this partnership, we successfully hired seven participants from the BankWork$ program.
−Removed: In total, we hired 355 new employees into our workforce in 2023.
−Removed: As of December 31, 2023, approximately 38% of our workforce was working remotely.
−Removed: Among remote employees, women comprised 65% and people of color represented 21%.
−Removed: 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.
+Added: This partnership continued in 2024 with an expansion of the program to additional geographic areas.
+Added: This collaboration includes a free, eight-week career training program, placement assistance, and ongoing coaching.
+Added: In 2024, we hired 356 new employees into our workforce.
+Added: As of December 31, 2024, approximately 39% of our workforce was working hybrid or remotely.
+Added: Our willingness to accommodate flexible work arrangements underscores our commitment to fostering an inclusive workplace.
+Added: Talent Development.
+Added: We invest significant resources developing the talent needed to meet our business goals and to make us an employer of choice.
+Added: We offer our employees a variety of professional development opportunities, including participation in industry conferences, instructor-led continuing education and training sessions.
+Added: We also make available online training sessions that focus on industry, regulatory, business and leadership topics to help employees achieve their career goals, build management skills and lead their teams.
+Added: To foster a culture of growth and professional development, we launched a new leadership development program in 2024.
+Added: This comprehensive program represents a significant investment in our leaders and aims to align our leadership skills with the Bank’s strategic goals.
+Added: It’s also part of our dedication to building a strong talent pipeline that develops talent, drives vision and purpose, cultivates innovation and a strategic mindset, and encourages continuous learning through experimentation.
+Added: Centered around eight core competencies, the program is designed to equip leaders with the skills needed to navigate the evolving financial landscape and support the Bank’s long-term objectives.
+Added: To encourage advancement and growth within our organization, we provide information and guides to help individuals design their own career paths.
+Added: With this strong focus on internal talent development, we filled 30% of all open positions in 2024 with internal candidates.
+Added: As part of our commitment to continuous learning, we require all employees to complete a variety of online training courses annually.
+Added: These include both job-specific 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 and empowered workforce.
+Added: Succession Planning.
+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’s Compensation and Human Capital Committee provides dedicated governance of talent development and succession planning for senior leadership roles.
+Added: T able of C onten ts
Employee Engagement.
−Removed: We utilize anonymous employee surveys to gather valuable feedback on key initiatives, utilizing the results to enhance existing programs and develop new ones.
+Added: We use anonymous employee surveys to gather valuable feedback on key initiatives, leveraging the results to enhance existing programs and develop new ones.
In our commitment to fostering employee engagement and transparency, we share the survey results with our workforce.
Additionally, senior leadership analyzes areas of progress or opportunities for improvement, prioritizing responsive actions and activities.
−Removed: In 2023, we conducted an engagement survey, achieving an overall engagement score of 86%, with 76% of our employees participating in the survey.
−Removed: 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: In 2024, we conducted a company-wide engagement survey, achieving an overall engagement score of 86%, with 77% of employees participating.
+Added: The survey results indicated that our employees demonstrate ethical conduct in business dealings, are knowledgeable about our clients’ needs, and understand their own contributions to the Bank’s goals.
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.
−Removed: Throughout 2023, this initiative included quarterly virtual meetings where we communicated our results and progress on strategic initiatives.
−Removed: 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: Throughout 2024, this initiative included quarterly virtual meetings with employees to communicate results and progress on strategic initiatives.
+Added: Additionally, in-person employee townhalls provided opportunities for employees to directly engage with Company leaders.
This multifaceted approach supports open communication channels and strengthens our commitment to continuous improvement and employee satisfaction.
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We provide robust compensation and benefits programs to help meet the needs of our employees.
−Removed: 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.
+Added: 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 and immediate vesting), 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.
New employees are eligible for group benefits on the first day of the month following their hire date.
For some employees, this means they become eligible for coverage in their first week of employment.
−Removed: 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.
−Removed: 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.
−Removed: We offer comprehensive health insurance coverage, including telehealth services, to employees working an average of 20 hours or more per week.
−Removed: Coverage is also available to eligible employees’ family members including domestic partners.
+Added: 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.
+Added: We believe our compensation program is competitive within the financial industry.
+Added: We periodically review our plans and programs, as well as market surveys, to help ensure 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 at least 20 hours per week.
+Added: Coverage is also available to eligible family members including domestic partners.
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.
−Removed: Additionally, we offer virtual physical therapy benefits, virtual support for hypertension and diabetes, and subsidized child, adult or senior care planning services.
+Added: Additionally, we offer virtual physical therapy benefits and virtual support for hypertension and diabetes, as well as subsidized child, adult and senior care planning services.
To further support employees and their caregivers dealing with cancer, we offer cancer support services.
−Removed: Dedicated cancer care coaches are available 24/7 to provide personalized guidance on navigating the complexities of cancer care.
+Added: This service provides dedicated cancer care coaches 24/7 to provide personalized guidance to navigate the complexities of cancer care.
In addition to our core benefits program, we recognize the importance of supporting employees during significant life events.
Therefore, we offer parental leave, providing eight weeks of leave for both birth and non-birth parents, including adoption or surrogacy.
−Removed: Our benefits package also includes traditional sick leave of up to 10 days per year and 12 weeks of short-term disability coverage.
−Removed: 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: Our benefits package also includes traditional sick leave 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 each year to observe individual days of significance, such as religious holidays, culturally significant days, or other personal reasons.
This comprehensive benefits package reflects our commitment to the well-being and work-life balance of our valued employees.
−Removed: Pay equity and pay transparency are core tenets of our compensation philosophy and central to our values.
−Removed: We began conducting thorough pay equity studies in 2017, collaborating with external experts to ensure a methodical examination of employee groups with similar roles.
−Removed: These studies take into account various factors that appropriately explain differences in pay, including job location and experience.
−Removed: We intend to continue conducting comprehensive pay equity studies on a periodic basis to support our commitment to fostering fair and equitable compensation practices.
−Removed: 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.
−Removed: This proactive measure demonstrates our dedication to maintaining fair compensation structures and ensuring that our employees are fairly rewarded for their contributions.
−Removed: We remain committed to upholding pay equity and transparency as essential components of our organizational values.
+Added: Pay equity and pay transparency are fundamental to our compensation philosophy and core values.
+Added: We began conducting thorough pay equity studies in 2017 in collaboration with external experts to methodically assess employee groups in similar roles.
+Added: These studies consider various factors such as job location and experience to promote fair and objective pay comparisons.
+Added: In 2024, we engaged a global workplace equity organization that provides a technology platform to measure, achieve and sustain pay and workplace equity.
+Added: This technology enables us to embed workplace equity into our core business by conducting analyses as frequently as our business model and strategic goals necessitate.
+Added: Through continuous monitoring, we remain committed to identifying and addressing any pay disparities, to support pay equity across our organization.
Incentive Compensation Risk Management.
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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: Inclusion, Diversity, Equity, and Advocacy.
+Added: We seek to hire the best and brightest—including individuals who possess a broad range of experiences, backgrounds and skills.
+Added: We believe that diverse perspectives and inclusive environments result in better outcomes for all our stakeholders and empower our employees to make more meaningful contributions within our Company and communities.
+Added: 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.
+Added: Further, 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 team members.
+Added: We regularly conduct employee engagement surveys and exit surveys to help collect meaningful feedback to inform our human capital practices.
+Added: We have always championed the principles of fairness, respect, and opportunity, ensuring that all employees are recognized and rewarded based on their merit, talent, contributions, and performance.
+Added: Our cross-functional, employee-led IDEAs Council provides leadership and serves as a catalyst for inclusion initiatives across our organization.
+Added: The council is intended to help develop effective strategies to attract, develop and retain top talent.
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+Added: In 2024, we worked with the Department of Defense as a new employer partner in its Military Spouse Employment Partnership (MSEP).
+Added: This partnership connects military spouses with employers committed to recruiting, hiring, promoting and retaining military spouses.
+Added: As an MSEP partner, we have agreed to post job openings to the Partnership’s portal, increase employment opportunities for military spouses, provide career advancement opportunities to military spouses who perform well, and when possible, work to retain military spouses when they relocate.
+Added: We also committed to tracking and reporting military spouse employment data.
+Added: As part of a multi-year employee engagement strategy, we launched our LGBTQ+ Employee Resource Group (ERG) to complement our four established groups:
+Added: Black, Indigenous, People of Color (BIPOC), Veterans, 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, while promoting an inclusive and supportive culture.
+Added: We have a strong team collectively capable of professionally operating the business and fulfilling our vision.
+Added: The following tables illustrate our workforce composition by level as of December 31, 2024:
+Added: Workforce Composition:
+Added: Individual Contributor 68 % 32 %
+Added: Manager 65 % 35 %
+Added: Director* 43 % 57 %
+Added: Executive 40 % 60 %
+Added: Total workforce 67 % 33 %
+Added: * Refers to director-level employees, not Board of Directors
+Added: Non-White White
+Added: Workforce Composition:
+Added: Individual Contributor 32 % 68 %
+Added: Manager 26 % 74 %
+Added: Director* 19 % 81 %
+Added: Executive 7 % 93 %
+Added: Total workforce 30 % 70 %
+Added: * Refers to director-level employees, not Board of Directors
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: 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.
+Added: We offer a wellness coach benefit (which can also be shared with up to five friends and family) 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.
−Removed: We strive to be a good corporate citizen by encouraging employees to be engaged in the communities where they live and work.
−Removed: To help remove roadblocks to volunteering, we offer Community Connections, a program that offers employees up to 16 hours of paid time off to volunteer at non-profit organizations of their choice.
+Added: We strive to be a good corporate citizen by encouraging employees to engage in the communities where they live and work.
+Added: To encourage volunteering, we offer Community Connections, a program that offers employees up to 16 hours of paid time off to volunteer at non-profit organizations of their choice.
We also encourage employees to serve in leadership roles in these organizations as part of their professional development.
−Removed: We are proud to support many local community organizations through financial contributions and employee-driven volunteerism, including Junior Achievement, United Way and hundreds of other organizations.
−Removed: Talent Development.
−Removed: 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.
−Removed: To encourage advancement and growth within our organization, we provide information and guides to help individuals design their own career paths.
−Removed: With this strong focus on internal talent development, we filled 22% of all open positions with internal candidates in 2023.
−Removed: 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: As part of our commitment to continuous learning, we require that all employees complete a diverse range of online training courses annually.
−Removed: These include both job-specific courses and general courses covering regulatory compliance, cybersecurity, fraud prevention, workplace standards, and ethics.
−Removed: 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.
−Removed: This comprehensive approach underscores our dedication to nurturing a skilled, diverse, and empowered workforce.
−Removed: Succession Planning.
−Removed: 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.
−Removed: Annually, the Board conducts a thorough review of our succession plans for senior leadership roles.
−Removed: 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.
−Removed: 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.
−Removed: This committee is responsible for reviewing various metrics, including those related to the gender and ethnic diversity of high-potential employees.
−Removed: 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.
+Added: We are proud to support many local community organizations through financial contributions and employee-driven volunteerism, including Junior Achievement, United Way and hundreds of others.
Human Capital Metrics.
−Removed: We capture critical metrics regarding human capital management and report them to the Compensation and Human Capital Committee of the Board of Directors on a quarterly basis.
+Added: We capture critical metrics regarding human capital management on a quarterly basis and report them to the Compensation and Human Capital Committee of the Board of Directors.
The Human Capital Management Dashboard includes a mixture of trending and point-in-time metrics designed to provide information and analysis of workforce demographics;
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and total rewards.
−Removed: As of December 31, 2023, we employed 1,928 full- and part-time employees across our four-state footprint, which equates to 1,966 full-time equivalent employees (based on scheduled hours).
+Added: As of December 31, 2024, we employed 1,925 full- and part-time employees and 10 temporary employees across our four-state footprint.
Our employees are not represented by a collective bargaining agreement.
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We also have employees working in Oregon (19%), California (16%) and other states (8%).
−Removed: 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%).
+Added: As of December 31, 2024, four generations were represented in our workplace with Millennials having the greatest representation (38%), followed by Gen-X (37%), Boomer (14%) and Gen-Z (11%).
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Tax-Sharing Agreement
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Each subsidiary pays to Banner an amount equal to the estimated income tax due if it were to file as a separate entity.
−Removed: 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 Banner pays to the subsidiary an amount equal to the hypothetical refund.
−Removed: Banner is an agent for each subsidiary with respect to all matters related to the consolidated tax returns and refunds claims.
+Added: 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 or Local Departments of Revenue.
+Added: In the event the computation of the subsidiary’s federal or state income tax liability, after considering 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 refund 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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We are subject to federal income taxation in the same manner as other corporations with some exceptions, including particularly the reserve for bad debts.
−Removed: State Taxation
+Added: State and Local Taxation
Washington Taxation:
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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.
+Added: Local Taxation:
+Added: In addition to taxes payable to the state of Oregon, we are subject to local taxes in the Multnomah County and Portland-metro area based on our revenues in these jurisdictions.
We encounter significant competition both in attracting deposits and in originating loans.
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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.
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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 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 laws 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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As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions.
−Removed: Under the FDIC’s rules, the assessment base for a bank is equal to its total average consolidated assets less average tangible capital.
−Removed: Under the current rules, when the reserve ratio for the prior assessment period reaches, or is greater than 2.0% and less than 2.5%, assessment rates will range from two basis points to 28 basis points and when the reserve ratio for the prior assessment period is greater than 2.5%, assessment rates will range from one basis-point to 25 basis points (in each case subject to adjustments as described above for current rates).
No institution may pay a dividend if it is in default on its federal deposit insurance assessment.
As of December 31, 2024, 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.
−Removed: 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.
−Removed: In September 2020, the FDIC Board of Directors adopted a Restoration Plan to restore the reserve ratio to at least 1.35 percent within eight years, absent extraordinary circumstances, as required by the Federal Deposit Insurance Act.
−Removed: The Restoration Plan maintained the assessment rate schedules in place at the time and required the FDIC to update its analysis and projections for the DIF balance and reserve ratio at least semiannually.
−Removed: In the semiannual update for the Restoration Plan in June 2022, the FDIC projected that the reserve ratio was at risk of not reaching the statutory minimum of 1.35 percent by September 30, 2028, the statutory deadline to restore the reserve ratio.
−Removed: Based on this update, the FDIC Board approved an Amended Restoration Plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules uniformly by 2 basis points, applicable to all insured depository institutions.
−Removed: In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of December 31, 2022, the Bank’s estimated uninsured deposits were $4.84 billion.
−Removed: The FDIC conducts examinations of and requires reporting by state non-member banks, such as the Bank.
−Removed: The FDIC also may prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious risk to the deposit insurance fund.
+Added: The FDIC is required to update its analysis and projections for the Deposit Insurance Fund balance and reserve ratio at least semiannually and make necessary adjustments to the assessment rate schedules.
+Added: The FDIC may prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious risk to the deposit insurance fund.
The FDIC may terminate the deposit insurance of any insured depository institution if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC.
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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.
−Removed: 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: 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 members of the Federal Reserve, with total assets exceeding $10 billion.
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.
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The FDIC aims to enhance a bank’s safety and soundness, minimizing the likelihood of failure and mitigating potential losses.
+Added: The FDIC has not yet finalized the proposed guidelines and continues to evaluate the proposed guidelines in light of the comments received during the public comment period.
Capital Requirements:
Bank holding companies, such as Banner, and federally insured financial institutions, such as the Bank, are required to maintain a minimum level of regulatory capital.
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Banner and the Bank are subject to minimum required ratios for Common Equity Tier 1 (CET1) capital, Tier 1 capital, total capital and the leverage ratio and a required capital conservation buffer over the required capital ratios.
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Trust preferred securities issued by a bank holding company, such as the Company, with total consolidated assets of less than $15 billion before May 19, 2010, and treated as regulatory capital are grandfathered, but any such securities issued later are not eligible to be treated as regulatory capital.
−Removed: If an institution grows above $15 billion as a result of an acquisition, the trust preferred securities are excluded from Tier 1 capital and instead included in Tier 2 capital.
+Added: For institutions that grow above $15 billion as a result of an acquisition, the trust preferred securities are excluded from Tier 1 capital and instead included in Tier 2 capital.
Mortgage servicing assets and deferred tax assets over designated percentages of CET1 are deducted from capital.
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For purposes of determining risk-based capital, assets and certain off-balance sheet items are risk-weighted from 0% to 1250%, depending on the risk characteristics of the asset or item.
−Removed: The regulations include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status;
−Removed: a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (up from 0%);
−Removed: and a 250% risk weight (up from 100%) for mortgage servicing and deferred tax assets that are not deducted from capital.
In addition to the minimum CET1, Tier 1, leverage ratio and total capital ratios, Banner and the Bank must maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum risk-based capital levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses.
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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 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.
−Removed: The changes in the final rule apply only to those banking organizations that elect the CECL transition relief provided under the rule.
−Removed: Banner and the Bank elected this option.
+Added: The interim final rule provided 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.
+Added: The changes in the final rule applied only to those banking organizations that elected the CECL transition relief provided under the rule.
+Added: Banner and the Bank elected this option, and 2024 was the last year of our three- year transition period.
Prompt Corrective Action:
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As of December 31, 2024, Banner and the Bank met the requirements to be “well capitalized” and the capital conservation buffer requirements.
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Commercial Real Estate Lending Concentrations:
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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 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.
+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 often substantially exceed the value of the collateral property.
Federal Reserve System:
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Federal law also requires that covered transactions and certain other transactions listed in Section 23B of the Federal Reserve Act between a bank and its affiliates be on terms as favorable to the bank as transactions with non-affiliates.
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Community Reinvestment Act:
−Removed: The Bank is subject to the provisions of the Community Reinvestment Act of 1977 (CRA), which requires the appropriate federal banking regulatory agency to assess a bank’s performance under the CRA in meeting the credit needs of the community serviced by the bank, including low- and moderate-income neighborhoods.
−Removed: The regulatory agency’s assessment of the bank’s record is made available to the public.
−Removed: Further, a bank’s CRA performance rating must be considered in connection with a bank’s application to, among other things, establish a new branch office that will accept deposits, relocate an existing office or merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution.
−Removed: The Bank received an “outstanding” rating during its most recently completed CRA examination.
−Removed: On October 24, 2023, the federal banking agencies, including the FDIC issued a final rule designed to strengthen and modernize regulations implementing the CRA.
−Removed: 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.
+Added: The Bank is subject to the Community Reinvestment Act of 1977 (CRA), which requires that federal banking regulatory agencies assess a bank’s performance in meeting the credit needs of its community, including low- and moderate-income neighborhoods.
+Added: The regulatory agency’s assessment of the bank’s record is made available to the public and is considered when a bank applies to establish a new branch, relocate an existing office, merge, or acquire another federally regulated financial institution.
+Added: The Bank received an “outstanding” rating in its most recent CRA examination.
+Added: On October 24, 2023, federal banking agencies, including the FDIC, issued a final rule to strengthen and modernize CRA regulations.
+Added: The rule encourages banks to expand access to credit, investment, and banking services in low- and moderate-income communities;
+Added: adapts to changes in the banking industry, such as mobile and internet banking;
+Added: provides greater clarity and consistency in applying CRA regulations;
+Added: and tailors CRA evaluations and data collection to bank size and type.
+Added: The final rule establishes a new Retail Lending Test for institutions with total assets of $600 million or more, evaluating their record in originating and purchasing loans, including residential mortgage, multifamily, small business, small farm, and, in certain cases, automobile loans.
+Added: Banks with total assets exceeding $2 billion will be subject to additional performance tests.
+Added: The rule maintains the requirement for banks to delineate specific facility-based assessment areas around their main office, branches, and deposit-taking remote service facilities.
+Added: It also allows banks to receive CRA credit for qualified community development activities, regardless of location.
+Added: The final rule took effect on April 1, 2024, with staggered compliance dates;
+Added: most provisions become applicable on January 1, 2026.
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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Privacy Standards and Cybersecurity:
−Removed: The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 (GLBA) modernized the financial services industry by establishing a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms and other financial service providers.
−Removed: Federal banking agencies, including the FDIC, have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of the board of directors.
−Removed: These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services.
−Removed: These regulations require the Bank to disclose its privacy policy, including informing consumers of its information sharing practices and informing consumers of their rights to opt out of certain practices.
−Removed: In addition, other state cybersecurity and data privacy laws and regulations may expose the Bank to risk and result in certain risk management costs.
−Removed: 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 action lawsuits against other companies since January 1, 2020.
−Removed: 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.
−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, and provides 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 and 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 regulator-imposed fines and penalties, damages from private causes of action and/or reputational harm.
−Removed: 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 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.
−Removed: 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.
−Removed: 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.
−Removed: Service providers are required under the rule to notify any affected bank to which it provides services as soon as possible when it determines it has experienced a computer-security incident that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, covered services provided by that entity to the bank for four or more hours.
−Removed: Anti-Money Laundering and Client Identification:
+Added: The Gramm-Leach-Bliley Act of 1999 (GLBA) established a framework allowing affiliations among commercial banks, insurance companies, securities firms, and other financial service providers.
+Added: Federal banking agencies, including the FDIC, have implemented guidelines mandating that financial institutions develop, implement, and maintain administrative, technical, and physical safeguards to protect client information.
+Added: These guidelines emphasize risk management, particularly concerning information technology and third-party service providers.
+Added: Additionally, the GLBA requires financial institutions to disclose their privacy policies to consumers, detailing information-sharing practices and providing options to opt out of certain disclosures.
+Added: The California Consumer Privacy Act of 2018 (CCPA), effective January 1, 2020, grants California residents rights regarding their personal information, including the rights to know, delete, and opt out of the sale of their data.
+Added: The CCPA also introduces a private right of action for data breaches, potentially increasing liability for affected businesses.
+Added: While the CCPA exempts personal information collected under the GLBA, this exemption does not extend to the private right of action for data breaches.
+Added: In November 2020, California voters approved the California Privacy Rights Act (CPRA), which amended the CCPA by enhancing consumer privacy rights and establishing the California Privacy Protection Agency for enforcement.
+Added: Compliance with the CCPA, CPRA, and similar state laws may necessitate the implementation of specific regulatory compliance and risk management controls.
+Added: Non-compliance could result in substantial fines, penalties, legal actions, and reputational harm.
+Added: In 2022, federal banking agencies adopted a rule introducing new notification requirements for banking organizations and their service providers concerning significant cybersecurity incidents.
+Added: Banks must notify their primary federal regulator as soon as possible, and no later than 36 hours after identifying a computer-security incident that materially affects, or is reasonably likely to materially affect, the bank’s operations, its ability to deliver services, or the stability of the financial sector.
+Added: Service providers are required to inform affected banks promptly if they experience an incident that has materially disrupted, or is likely to disrupt, services for four or more hours.
+Added: Anti-Money Laundering, Bank Secrecy and Client Identification:
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) was signed into law on October 26, 2001.
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The Bank and its affiliates and subsidiaries are subject to CFPB supervisory and enforcement authority.
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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.
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Banner is also required to file certain reports with, and comply with the rules and regulations of the SEC.
−Removed: The Bank Holding Company Act:
+Added: The Bank Holding Company Act (BHCA):
Under the BHCA, Banner is supervised by the Federal Reserve.
22 unchanged sentences
We are subject to information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934 (the Exchange Act).
+Added: In addition, the SEC has enacted rules related to the reporting of cybersecurity events that are material to the Company’s operations within a specified time frame.
The Dodd-Frank Act:
4 unchanged sentences
and (iv) disclose the ratio of the Chief Executive Officer’s annual total compensation to the median annual total compensation of all other employees.
+Added: T able of C onten ts
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.
18 unchanged sentences
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: Information about our Executive Officers
−Removed: The following table provides information about the executive officers of Banner and the Bank as of December 31, 2023:
−Removed: Name Age Position with Banner Corporation Position with Banner Bank
−Removed: Grescovich 59 President, Chief Executive Officer, Director President, Chief Executive Officer, Director
−Removed: Brown 56 Executive Vice President, Chief Information Officer
−Removed: Butterfield 55 Executive Vice President, Chief Financial Officer, Treasurer Executive Vice President, Chief Financial Officer
−Removed: Costa 55 Executive Vice President, Chief Risk Officer
−Removed: Garcia 64 Executive Vice President, Chief Audit Executive
−Removed: Karen Harrison 65 Executive Vice President, Community Banking Executive
−Removed: Kohler 51 Executive Vice President, Human Resources, Chief Diversity Officer
−Removed: Larsen 54 Executive Vice President, Mortgage Banking
−Removed: Sherrey Luetjen 52 Executive Vice President, General Counsel, Ethics Officer, Secretary Executive Vice President, General Counsel, Secretary
−Removed: McLean 59 Executive Vice President, Commercial Real Estate Lending Division
−Removed: Purcell 66 Executive Vice President, Chief Strategy and Administration Officer
−Removed: Kirk Quillin 61 Executive Vice President, Chief Commercial Executive
−Removed: 61 Executive Vice President, Commercial Banking
−Removed: Rice 58 Executive Vice President, Chief Credit Officer
−Removed: Biographical Information
−Removed: The following section provides information about the executive officers of Banner Corporation and Banner Bank.
−Removed: There are no family relationships among or between the directors or executive officers.
−Removed: Grescovich is President and Chief Executive Officer, and a director, of Banner Corporation and Banner Bank.
−Removed: 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.
−Removed: 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.
−Removed: During that time, Mr.
−Removed: Grescovich has guided the expansion of the Company’s footprint to over 135 locations in four states.
−Removed: Prior to joining the Bank, Mr.
−Removed: 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.
−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 Chief Credit Officer.
−Removed: Prior to joining FirstMerit, Mr.
−Removed: Grescovich was a Managing Partner in corporate finance with Sequoia Financial Group, Inc.
−Removed: and a commercial and corporate lending officer and credit analyst with Society National Bank.
−Removed: 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.
−Removed: Brown joined Banner Bank in 2020 as Chief Information Officer.
−Removed: She directs and oversees information technology and security across Banner Bank, including existing and emerging initiatives.
−Removed: Prior to joining the Company, Ms.
−Removed: Brown’s career included more than 25 years of information technology experience.
−Removed: 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, from November 2018 through October 2020.
−Removed: 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.
−Removed: From March 2014 to September 2016, Ms.
−Removed: Brown was Vice President, Information Technology Applications for Premera, where she previously served as Information Technology Director, Strategic Services.
−Removed: Brown attended Washington State University and served eight years in the U.S.
−Removed: Marine Corps.
−Removed: She is a Desert Storm Veteran.
−Removed: Brown actively volunteers for several children’s welfare and development causes in the Puget Sound area and abroad.
−Removed: 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.
−Removed: Prior to those promotions, he was Senior Vice President and Chief Accounting Officer of Banner Bank, which he joined in 2015.
−Removed: A Certified Public Accountant, Mr.
−Removed: Butterfield has more than 25 years of highly specialized financial expertise, including more than 20 years in the financial services industry.
−Removed: 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.
−Removed: Butterfield holds a bachelor’s degree in accounting from Eastern Washington University and is a graduate of Pacific Coast Banking School.
−Removed: As an active member of his community, he currently serves on the board of directors for Spokane Habitat for Humanity.
−Removed: Costa joined Banner Bank in October 2021 as Executive Vice President and Chief Risk Officer.
−Removed: He brings nearly 30 years of banking experience to his position.
−Removed: Prior to joining Banner, Mr.
−Removed: 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 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.
−Removed: TCF was a $49 billion regional bank holding company with operations in the United States, Canada and Asia.
−Removed: Prior to that, Mr.
−Removed: Costa was Executive Vice President and Head of Credit Strategy for Wachovia in Charlotte, NC, and PNC Financial Corp.
−Removed: Air Force Veteran, Mr.
−Removed: Costa earned his bachelor’s degree from The Ohio State University and conducted his doctorate studies in economics at the University of Minnesota.
−Removed: 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.
−Removed: Costa is also an advisory board member for the Midsize Bank Coalition of America and Moody’s Analytics.
−Removed: 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.
−Removed: He has more than 40 years of experience in the financial services industry.
−Removed: Prior to joining the Company in 2017, Mr.
−Removed: 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.
−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 Audit Director.
−Removed: Garcia earned his bachelor’s degree in management from St.
−Removed: Mary’s College of California and is a graduate of the School of Mortgage Banking.
−Removed: He is a Certified Bank Auditor, holds a Certification in Risk Management Assurance and is a Certified Information Systems Auditor.
−Removed: 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.
−Removed: 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.
−Removed: Harrison oversees the Bank’s branch network, business client management services, merchant services and Banner Investment Services.
−Removed: 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.
−Removed: From 2011 through March 2022, Ms.
−Removed: Harrison held several regional and national senior leadership roles at Bank of America, in San Diego, CA.
−Removed: Prior to joining Banner Bank in March 2022, Ms.
−Removed: Harrison served as Bank of America’s National SBA Executive, leading the bank’s nationwide SBA program from 2019 to 2022.
−Removed: Prior roles at Bank of America included National Credit Performance Executive and Small Business Banking Manager.
−Removed: Harrison earned her bachelor’s degree from California State University and an MBA from the University of Phoenix.
−Removed: Additionally, she has completed the Women’s Leadership Program at Columbia University Graduate School of Business.
−Removed: An active member of her community, Ms.
−Removed: Harrison has served on the board of directors for Junior Achievement, YMCA, LEAD San Diego, and the National Association of Women Business Owners.
−Removed: 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 leadership development, talent acquisition, workforce planning, employee relations, compensation, benefits, diversity initiatives, payroll, and safety.
−Removed: Prior to joining Banner, Ms.
−Removed: Kohler served 20 years in progressive human resource leadership roles for Plum Creek Timber Company, now Weyerhaeuser.
−Removed: 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.
−Removed: Through continuing education, she maintains her certifications as a Senior Professional in Human Resources and a Society of Human Resources Management Senior Certified Professional.
−Removed: Larsen was promoted to Executive Vice President, Mortgage Banking Director in 2015.
−Removed: He joined Banner Bank in 2005 as Real Estate Administration Manager and was promoted to Mortgage Banking Director in 2010.
−Removed: Larsen is responsible for Banner Bank’s mortgage banking activities from origination, administration, secondary marketing, through loan servicing.
−Removed: Larsen has 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’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.
−Removed: Larsen 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 mortgage banking operations.
−Removed: Larsen served as the 90th President of the Seattle Mortgage Bankers Association and Chairman of the Washington Mortgage Bankers Association.
−Removed: He currently serves as a commissioner on the Washington State Housing Finance Commission.
−Removed: 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 2019 and was promoted to her current position in 2021.
−Removed: Luetjen directs and oversees the company’s legal functions.
−Removed: Luetjen has more than 20 years of legal experience including more than 15 years as in-house counsel in the financial services industry.
−Removed: From 2010 through 2018, Ms.
−Removed: 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.
−Removed: Prior to BlackRock, Ms.
−Removed: Luetjen served as Associate General Counsel at a privately held investment advisory firm.
−Removed: Luetjen earned concurrent JD and MBA degrees from the University of Washington and earned her bachelor’s degree from Seattle University.
−Removed: 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 2010 and is Executive Vice President, Commercial Real Estate Lending.
−Removed: 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.
−Removed: McLean has more than 30 years of real estate finance experience.
−Removed: His experience includes roles at large national commercial banks and at regional and community banks, as well as 15 years in executive leadership roles and as a principal of a mid-sized regional commercial real estate development firm.
−Removed: McLean earned his bachelor’s degree from the University of Washington.
−Removed: His community volunteering is focused on organizations that serve local youth, including the Boy Scouts of America, Lake Washington School District and numerous coaching positions.
−Removed: Purcell is Banner Bank’s Executive Vice President and Chief Strategy and Administration Officer, having previously served as Banner Bank’s Executive Vice President of Retail Banking and Administration.
−Removed: Purcell is responsible for leading the execution of the Bank’s long-term corporate strategic objectives in addition to leading the community banking, residential lending, digital strategy and delivery channels as well as a number of operational and administrative functions for Banner Bank.
−Removed: She was formerly the Chief Financial Officer of Inland Empire Bank (now Banner Bank), which she joined in 1981.
−Removed: Over her banking career, Ms.
−Removed: Purcell has been deeply involved in advocating for the industry through leadership roles on various boards and committees including state banking associations and the American Bankers Association (ABA).
−Removed: She has also taught banking courses throughout her career, including the ABA Graduate School of Bank Investments and Financial Management, the Northwest Intermediate Banking School, and the Oregon Bankers Association Directors College.
−Removed: Kirk Quillin joined Banner Bank’s commercial banking group in 2002 and now serves as Chief Commercial Banking Executive.
−Removed: Quillin began his career in the banking industry in 1984 with Idaho First National Bank, which is now U.S.
−Removed: His career also included management positions in commercial lending with Washington Mutual.
−Removed: 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.
−Removed: As a dedicated, civic-minded community member, Mr.
−Removed: Quillin was active in Rotary for over 20 years, and served eight years as a Fire Commissioner.
−Removed: began his banking career in 1985 and joined Banner Bank in 1998.
−Removed: Since then he has held several leadership positions with progressive responsibilities within the Commercial Banking division.
−Removed: 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.
−Removed: Reed earned his bachelor’s degree from the University of Washington and is a graduate of Pacific Coast Banking School.
−Removed: 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, was promoted to Senior Credit Officer overseeing the commercial banking credit function in 2008, and to Chief Credit Officer in 2020.
−Removed: Rice has more than 35 years of credit-related experience, including time as a Senior Bank Examiner with the FDIC.
−Removed: 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: 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.
−Removed: In addition, she continues to volunteer with the local school districts.
Corporate Information
3 unchanged sentences
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.
+Added: T able of C onten ts
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.