banr-20250409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the registrant ☒ Filed by a party other than the registrant ☐

Check the appropriate box:

☐ Preliminary proxy statement

☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒ Definitive proxy statement

☐ Definitive additional materials

☐ Soliciting material pursuant to § 240.14a-12

BANNER CORPORATION

(Name of registrant as specified in its charter)

N/A

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of filing fee (Check all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2025

Proxy Statement

Dear

Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Banner Corporation, which will be held on Thursday, May 22, 2025, at 10:00 a.m., Pacific Time. Our 2025 annual meeting of shareholders will be a virtual meeting conducted solely online via live webcast. There is no physical location for the annual meeting. The online meeting format will facilitate remote shareholder attendance and participation, including the ability to vote your shares electronically and submit questions during the meeting.

You can attend the meeting by visiting https://meetnow.global/MKLZ2QL. To participate in the annual meeting, registered shareholders will need the control number included on their proxy card and all other shareholders will need to follow the instructions that accompanied their proxy materials.

The Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the meeting. Directors and officers of Banner Corporation, as well as a representative of Moss Adams LLP, our independent registered public accounting firm, will be available to respond to shareholder questions. We intend to answer questions pertinent to our business immediately following the formal meeting of shareholders.

It is important that your shares are represented at the meeting, whether or not you attend the meeting virtually and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote promptly. You may vote your shares via the Internet or a toll-free telephone number, or by completing and mailing your proxy card. If you attend the virtual meeting as a shareholder, you may vote your shares at that time even if you have previously submitted your proxy.

We hope you can attend the virtual annual meeting.

Sincerely,

Mark J. Grescovich

President and Chief Executive Officer

April 9, 2025

Notice of Annual Meeting of Shareholders



Date Thursday, May 22, 2025	Time 10:00 a.m., Pacific Time	Record Date March 14, 2025

Location Online at https://meetnow.global/MKLZ2QL

Important notice regarding the availability of proxy materials for the annual meeting of shareholders The accompanying Proxy Statement and proxy card were either made available to you online or mailed to you beginning on or about April 9, 2025. Our Proxy Statement, proxy card and 2024 Annual Report to Shareholders are available at www.bannerbank.com/proxymaterials.

Items of Business

Proposal 1. Election of eleven directors to each serve for a one-year term.

Proposal 2. Advisory (non-binding) approval of the compensation of our named executive officers as disclosed in this Proxy Statement.

Proposal 3. Advisory (non-binding) approval on whether future advisory votes to approve executive compensation should be held every one, two or three years.

Proposal 4. Ratification of the Audit Committee’s appointment of Moss Adams LLP as our independent registered public accounting firm for 2025.

Proposal 5. Approval of the Adoption of the Banner Corporation 2025 Employee Stock Purchase Plan.

We will also consider and act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. As of the date of this notice, we are not aware of any other business to come before the annual meeting.

Your Vote is Important

To ensure your shares are represented at the meeting, please vote via the Internet or telephone, or sign, date and mail your proxy card which is solicited on behalf of the Board of Directors. The proxy will not be used if you attend and vote at the virtual annual meeting. Regardless of the number of shares you own, your vote is very important. Please act today.

Our 2025 annual meeting of shareholders will be a virtual meeting conducted solely online via live webcast. There is no physical location for the annual meeting. The online meeting format will facilitate remote shareholder attendance and participation, including the ability to vote your shares electronically and submit questions during the meeting. To participate in the annual meeting, registered shareholders will need the control number included on their proxy card and all other shareholders will need to follow the instructions that accompanied their proxy materials. A copy of the list of Banner shareholders on the record date will be available for inspection, via the “Shareholder” login on the virtual meeting website noted above, by any shareholder (or their agents or attorneys) beginning ten days prior to the meeting and continuing through the meeting. Beneficial owners of shares held in street name who wish to attend the meeting as a “Shareholder” must register with Computershare no later than 5:00 p.m., Eastern Time, on May 16, 2025. (Late submissions may be processed to the extent feasible, but registration cannot be guaranteed in time for participation in the meeting.) To request registration, forward the proxy-granting email from your broker or email an image of your legal proxy to legalproxy@computershare.com, with a subject line of “Legal Proxy,” or mail your request to Computershare, Banner Corporation Legal Proxy, P.O. Box 43006, Providence, RI 02940-3006. Computershare will confirm your registration and provide you with a unique control number necessary to participate fully in the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

SHERREY LUETJEN

Secretary, Banner Corporation

Walla Walla, Washington

April 9, 2025



			IMPORTANT: Voting promptly will save us the expense of further requests for proxies in order to ensure a quorum. You may vote via the Internet or by telephone or by submitting your proxy card by mail.



Information About the Annual Meeting			1
Security Ownership of Certain Beneficial Owners and Management			8
Proposal 1 – Election of Directors			11
Corporate Governance			22
Corporate Responsibility: Supporting Stakeholder Value			32
Directors’ Compensation			34
Compensation Discussion and Analysis			36
Executive Compensation			51
Proposal 2 – Advisory Vote to Approve Executive Compensation			65
Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation			66

Information A bout O ur Executive Officers			67
Audit Committee Matters			71
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm			72
Proposal 5 – Ap p r oval of the Adoption of the Banner Corporation 2025 Employee Stock Purchase Plan			73
Miscellaneous			78
Shareholder Proposals			79
Annex: Non-GAAP Reconciliation			80
Appendix A: Banner Corporation 2025 Employee Stock Purchase Plan			A-1


Matters to Be Considered at the Annual Meeting		How to Vote:
At the meeting, you will be asked to consider and vote upon the following proposals:		To ensure that your shares are represented at the meeting, please take the time to submit your vote in one of the following ways:
Proposal 1.	Election of eleven directors to each serve for a one-year term.
		Internet
Proposal 2.	Advisory (non-binding) approval of the compensation of our named executive officers as disclosed in this Proxy Statement.	Go to www.investorvote.com/BANR or scan the QR code on your proxy card
Proposal 3.	Advisory (non-binding) vote on whether future advisory votes to approve executive compensation should be held every one year, every two years or every three years.	Telephone Call 1 (800) 652-VOTE (8683) within the USA, US territories and Canada
Proposal 4.	Ratification of the Audit Committee’s appointment of Moss Adams LLP as our independent registered public accounting firm for 2025.	Mail Sign, date and mail the proxy card
Proposal 5.	Approval of the Adoption of the Banner Corporation 2025 Employee Stock Purchase Plan.

We also will transact any other business that may properly come before the annual meeting. As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the annual meeting other than the matters described in this Proxy Statement.


Internet Go to www.investorvote.com/BANR or scan the QR code on your proxy card
Telephone Call 1 (800) 652-VOTE (8683) within the USA, US territories and Canada
Mail Sign, date and mail the proxy card


Name	Number of Shares Beneficially Owned (1)		Percent of Voting Shares Outstanding (%)

Beneficial Owners of More Than 5%
BlackRock, Inc.	4,951,813	(2)	14.36
The Vanguard Group	4,187,837	(3)	12.14
Dimensional Fund Advisors LP	2,257,929	(4)	6.55
Wellington Management Group LLP	1,785,319	(5)	5.18
State Street Corporation	1,779,867	(6)	5.16
Directors
Ellen R.M. Boyer	5,128		*
Connie R. Collingsworth	12,066	(7)	*
Margot J. Copeland	3,747		*
Roberto R. Herencia	15,762		*
David A. Klaue	131,578		*
John R. Layman	34,677	(8)	*
John Pedersen	6,477		*
Kevin F. Riordan	9,749		*
Terry S. Schwakopf	8,133		*
Paul J. Walsh	3,747		*
Named Executive Officers
Mark J. Grescovich**	176,685		*
Robert G. Butterfield	7,253		*
Cynthia D. Purcell	27,111		*
James M. Costa	9,818		*
Sherrey L. Luetjen	7,958		*

All Executive Officers and Directors as a Group (25 persons)	574,093		1.66


The Board of Directors recommends a vote FOR the election of Ellen R.M. Boyer, Connie R. Collingsworth, Margot J. Copeland, Mark J. Grescovich, Roberto R. Herencia, David A. Klaue, John R. Layman, John Pedersen, Kevin F. Riordan, Terry S. Schwakopf and Paul J. Walsh, each for a one-year term.


Name	Age as of December 31, 2024	Year First Elected or Appointed Director	Term to Expire (1)
Board Nominees
Ellen R.M. Boyer	64	2021	2026
Connie R. Collingsworth	66	2013	2026
Margot J. Copeland	73	2022	2026
Mark J. Grescovich	60	2010	2026
Roberto R. Herencia	65	2016	2026
David A. Klaue	71	2007	2026
John R. Layman	66	2007	2026
John Pedersen	67	2021	2026
Kevin F. Riordan	68	2018	2026
Terry S. Schwakopf	73	2018	2026
Paul J. Walsh	56	2022	2026


Ellen R.M. Boyer

Director Since: 2021	Committees:
	•Audit •Compensation and Human Capital (Chair)	• Executive
Key Qualifications: •Audit experience; qualifies as an audit committee financial expert •Certified Public Accountant (Active) •Experienced chief financial officer and chief operating officer •Acquisition and strategic planning expertise
Ellen R.M. Boyer has served as Chief Financial Officer for Northwest Center, a nonprofit corporation based in Renton, Washington, since December 9, 2024. Ms. Boyer was previously Chief Financial Officer of Logic20/20, a business and technology consulting firm headquartered in Seattle, Washington, until her retirement in early April 2024. Ms. Boyer has over 30 years of finance and operational experience in a variety of industries, including technology, financial services and healthcare. Prior to joining Logic20/20 in 2014, Ms. Boyer held chief financial officer and/or chief operating officer roles at several companies in the Seattle area beginning in 1997. Ms. Boyer was previously an Audit Senior Manager at PriceWaterhouseCoopers, where she worked for 12 years. Ms. Boyer has extensive experience in strategic planning, mergers and acquisitions, governance matters, organizational effectiveness, and audit and financial matters. Ms. Boyer graduated from Oregon State University with degrees in Accounting and Spanish and minors in Computer Science and Latin American Affairs. She maintains an active Certified Professional Accountant license. Ms. Boyer is active in her community and has served on several for-profit and not-for-profit boards, including Umpqua Holdings Corporation (now Columbia Banking System, Inc. (Nasdaq: COLB)) from 2014 through 2016 and Sterling Financial Corporation (subsequently Umpqua and now Columbia) from 2007 through 2014. Ms. Boyer qualifies as an audit committee financial expert. This qualification, together with her deep financial expertise and strategic planning experience, adds value to the Board and the directors believe that Ms. Boyer should continue to serve on the Board of Directors.


Connie R. Collingsworth

Director Since: 2013	Committees:
	•Compensation and Human Capital •Corporate Governance/Nominating (Chair)	•Executive
Key Qualifications: •Risk management expertise •Acquisition, business expansion and complex investment experience •Organizational effectiveness and corporate governance best practices leadership •Unique insights regarding environmental, social and governance (“ESG”) issues; diversity, equity and inclusion; and corporate social responsibility
Connie R. Collingsworth served as the Chief Operating Officer of the Gates Foundation from 2002 until 2023, scaling its operations throughout the world to distribute its $9B annual budget. Her responsibilities included managing information technology, operations, human resources, legal and security across the enterprise, including its offices located throughout the world. As the Gates Foundation’s chief legal officer, she served as an advisor to the Trustees and its independent board on governance, risk management, regulatory compliance, executive compensation and CEO succession. Prior to joining the Gates Foundation, Ms. Collingsworth was a corporate securities partner at K&L Gates, one of the largest law firms in the world, where her practice focused on leading venture capital, private equity and M&A transactions. Ms. Collingsworth previously served on the Board of Directors and chaired the Compensation Committee of Premera Blue Cross, the largest health plan provider in the Pacific Northwest. She currently serves as an advisory board member of Planet First Partners, a European private equity firm, and holds board roles on several nonprofit organizations. Related activities include Affiliate Professor at the University of Washington Foster School of Business teaching Corporate Governance and serving as an Executive Sponsor of Bank of America’s Enterprise Executive Development Program. Ms. Collingsworth was honored as one of WomenInc. magazine’s 2019 Most Influential Corporate Directors. Based on these qualifications, the directors believe that Ms. Collingsworth should continue to serve on the Board of Directors.


Margot J. Copeland

Director Since: 2022			Committees:
			•Compensation and Human Capital •Credit Risk
Key Qualifications: •Extensive banking and executive leadership, philanthropic and community engagement experience •Corporate responsibility expertise, including in relation to diversity, equity and inclusion
Margot J. Copeland specializes in developing strategies in the areas of workforce development and management, leadership, diversity and inclusion, philanthropy, and community outreach and engagement. Ms. Copeland has over 20 years of experience, with her previous positions being at KeyBank (a subsidiary of KeyCorp (NYSE: KEY)) and its affiliate, KeyBank Foundation, in Cleveland, Ohio. At KeyBank, she was Executive Vice President and Director Corporate Philanthropy and Community Engagement from 2001 through 2019. During the same period, she served as Board Chair and Chief Executive Officer for KeyBank Foundation. As a corporate officer and leader of corporate philanthropy and civic engagement, Ms. Copeland was a member of KeyBank’s Corporate Social Responsibility Council, which focused on philanthropic investments, corporate citizenship, and regulatory and corporate strategy. She was also a member of the Diversity & Inclusion Council and she served as KeyBank’s Chief Diversity Officer from 2001 through 2013. Prior to joining KeyBank, Ms. Copeland served on the Advisory Board of US Bank (formerly Firstar) from 1998 through 2001. Ms. Copeland is actively involved in her community, having served on a number of advisory boards and boards of directors for educational institutions, health care systems, community organizations and other nonprofit entities. She currently serves on the Board of Trustees for The Cleveland Clinic and the Board of Directors for AARP, among others. Ms. Copeland received a Master’s degree from The Ohio State University, a Bachelor of Science in Physics from Hampton University, Hampton, Virginia and an Honorary Doctorate of Humane Letters from Cuyahoga Community College, Cleveland, Ohio. With her vast experience in social responsibility and her long-tenured connection to banking, the directors believe that Ms. Copeland should continue to serve on the Board of Directors.


Mark J. Grescovich
President and CEO
Director Since: 2010	Committees:
	•Credit Risk •Executive	•Risk
Key Qualifications: •Extensive bank leadership experience •Acquisition and strategic planning expertise •Credit and risk management expertise
Mark J. Grescovich is President and Chief Executive Officer, and a director, of Banner Corporation and Banner Bank. Mr. Grescovich joined Banner Bank in April 2010 and became Chief Executive Officer in August 2010 following an extensive banking career specializing in finance, credit administration and risk management. Under his leadership, Banner has grown from $4.7 billion in assets in 2010 to more than $15 billion through organic growth as well as selective acquisition. During that time, Mr. Grescovich has guided the expansion of Banner’s footprint to over 135 locations in four states. Prior to joining Banner, Mr. Grescovich was the Executive Vice President and Chief Corporate Banking Officer for Akron, Ohio-based FirstMerit Corporation and FirstMerit Bank N.A. He assumed responsibility for FirstMerit’s commercial and regional line of business in 2007, having served since 1994 in various commercial and corporate banking positions, including that of Chief Credit Officer. Prior to joining FirstMerit, Mr. Grescovich was a Managing Partner in corporate finance with Sequoia Financial Group, Inc. of Akron, Ohio, and a commercial and corporate lending officer and credit analyst with Society National Bank of Cleveland, Ohio. He has a Bachelor of Business Administration degree in finance from Miami University and a Master of Business Administration degree, also in finance, from The University of Akron.


Roberto R. Herencia
Board Chair
Director Since: 2016	Committees:
	•Compensation and Human Capital •Corporate Governance/Nominating	•Credit Risk •Executive (Chair)
Key Qualifications: •Extensive bank leadership experience, including as a director and chief executive officer •Acquisition and strategic planning expertise •Credit and risk management expertise
Roberto R. Herencia is President and Chief Executive Officer of BXM Holdings, a fund specializing in community bank investments. He is a director and Chairman of the Board of First BanCorp. (NYSE: FBP) and its subsidiary, FirstBank Puerto Rico, positions he has held since October 2011. He has been an independent director and the Chairman of the Board of Byline Bancorp (NYSE: BY) and its subsidiary bank, Byline Bank, since June 2013, and effective February 12, 2021, he assumed the role of Chief Executive Officer of Byline Bancorp. Between 2009 and 2010, Mr. Herencia was President and Chief Executive Officer of Midwest Banc Holdings, Inc. and its subsidiary, Midwest Bank and Trust. Prior to that, he spent 17 years with Popular Inc. as its Executive Vice President and as President of Popular Inc.’s subsidiary, Banco Popular North America. Prior to joining Popular, Mr. Herencia spent 10 years with The First National Bank of Chicago (now J.P. Morgan Chase) in a variety of roles, including Deputy Senior Credit Officer and Head of the Emerging Markets Division. Mr. Herencia previously served on the US International Development Finance Corporation’s Board of Directors, to which he was appointed by President Obama in 2011. He graduated magna cum laude and received his Bachelor of Science in Business Administration degree in finance from Georgetown University and his Master of Business Administration degree from the Kellogg School of Management at Northwestern University. Based on these qualifications, the directors believe that Mr. Herencia should continue to serve on the Board of Directors.


David A. Klaue

Director Since: 2007			Committees:
			•Audit •Corporate Governance/Nominating
Key Qualifications: •Bank leadership experience •Acquisition, business expansion and strategic planning expertise •Extensive business operational experience •Organizational effectiveness expertise
David A. Klaue served as Chairman of the Board of Directors of F&M Bank until its acquisition by Banner Bank in May 2007. He is Chairman of the Board of Empire Lumber Co., a diversified wood products manufacturer with operations in Washington, Idaho and Montana, and of Park Ranch Land & Cattle Co., a cow/calf feeder and hay producer; he is also the Manager of Empire Investments, LLC, a real estate investment company. Mr. Klaue has been affiliated with these companies for more than 35 years. Additionally, he is a managing member in various other real estate investment, equipment and sales companies. Mr. Klaue’s career has afforded him expertise in banking, business, and agricultural and real estate management. Based on these qualifications, the directors believe that Mr. Klaue should continue to serve on the Board of Directors.


Kevin F. Riordan

Director Since: 2018	Committees:
	•Audit (Chair) •Compensation and Human Capital	•Credit Risk •Executive
Key Qualifications: •Audit experience; qualifies as an audit committee financial expert •Risk management expertise •Corporate governance best practices and organizational effectiveness expertise
Kevin F. Riordan retired as a Banking & Capital Markets audit and client service Partner of PricewaterhouseCoopers LLP (PwC), a global professional services firm, in June 2014, having served in that capacity since 2000. Prior to joining PwC in 1994, Mr. Riordan served various banking and securities trading companies as both an independent auditor and senior financial/accounting executive. During his career at PwC, Mr. Riordan gained significant experience working with the boards and audit committees of publicly traded banking and lending institutions while managing major client relationships across multiple markets. In those roles, Mr. Riordan developed expertise in complex accounting, auditing and financial reporting matters. He has been a Certified Public Accountant since 1983. Mr. Riordan’s qualification as an audit committee financial expert was the primary reason for his nomination to the Board. The directors believe that this qualification, together with his experience with banking entities and financial reporting matters, support Mr. Riordan’s continued service on the Board of Directors.