Connie R. Collingsworth
BANNERAbout Connie R. Collingsworth
Independent director of Banner Corporation since 2013; age 66 as of December 31, 2024. Former Chief Operating Officer and Chief Legal Officer at the Bill & Melinda Gates Foundation (2002–2023), with extensive governance, risk management, ESG and compensation oversight experience; previously a corporate securities partner at K&L Gates. Current committee roles at Banner: Compensation & Human Capital member, Corporate Governance/Nominating Chair, and Executive Committee member. The Board determined she is independent under Nasdaq rules; Board held 13 meetings in 2024 and each director attended >80% of Board and committee meetings; all directors attended last year’s virtual annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Foundation | Chief Operating Officer; Chief Legal Officer; advisor to Trustees and independent board | 2002–2023 | Led governance, risk management, regulatory compliance, executive compensation, CEO succession; scaled operations globally to distribute ~$9B annual budget |
| K&L Gates | Corporate securities partner | Prior to 2002 | Led venture capital, private equity and M&A transactions |
| Premera Blue Cross | Director; Compensation Committee Chair (prior role) | Not specified | Largest health plan in the Pacific Northwest; chaired comp committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Planet First Partners (EU private equity) | Advisory Board member | Current | ESG/impact investing advisory |
| University of Washington Foster School of Business | Affiliate Professor (Corporate Governance) | Current | Teaches Corporate Governance |
| Bank of America | Executive Sponsor, Enterprise Executive Development Program | Current | Executive development sponsorship; not a directorship |
| Various nonprofits | Board roles | Current | Several nonprofit board roles (not individually listed) |
| WomenInc. | Recognition | 2019 | Named one of 2019 Most Influential Corporate Directors |
Board Governance
- Committee assignments: Corporate Governance/Nominating Chair; Compensation & Human Capital member; Executive Committee member. The Corporate Governance/Nominating Committee met 6 times in 2024; Compensation & Human Capital met 5 times; Executive Committee did not meet. All committee members are independent.
- Independence and attendance: Board determined 10 of 11 directors are independent (including Collingsworth). Board held 13 meetings in 2024; each director attended >80% of Board and assigned committee meetings; all current directors attended last year’s virtual annual meeting.
- Governance practices: Separate Chair and CEO; regular executive sessions of independent directors; robust risk oversight via Audit, Risk, and Credit Risk committees.
- Committee responsibilities relevant to her roles:
- Corporate Governance/Nominating: oversees board evaluation, governance guidelines, ESG framework, succession planning, director education.
- Compensation & Human Capital: sets director and executive pay, oversees incentive plans, pay equity, diversity and inclusion, talent and succession; administers Compensation Recovery Policy.
Fixed Compensation (Director – FY2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 69,500 | Includes $50,000 annual cash retainer; committee membership retainers (Compensation $6,000; Governance $6,000); 50% cash portion of Governance Chair retainer ($7,500) |
| Stock Awards (grant-date fair value) | 64,959 | Annual director RSU/restricted stock grant ($60,000) plus 50% equity portion of Governance Chair retainer (~$7,500; reported value reflects grant accounting) |
| All Other Compensation | 5,528 | Dividends/dividend equivalents accrued on restricted stock/RSUs |
| Total | 139,987 | Sum of components above |
Compensation structure for directors:
- Non-employee directors receive $50,000 annual cash retainer and $60,000 annual restricted stock or RSU award; committee membership retainers: Audit $8,000; Compensation $6,000; Governance $6,000; Credit Risk $6,000; Risk $6,000. Chair retainers (paid 50% cash/50% equity): Board Chair $80,000; Audit Chair $20,000; Governance Chair $15,000; Compensation Chair $15,000; Credit Risk Chair $15,000; Risk Chair $15,000.
Performance Compensation (Director – FY2024)
| Element | Metrics | Vesting/Terms | Notes |
|---|---|---|---|
| Annual director equity (RSUs/restricted stock) | None (time-based, not performance-based) | Not specifically disclosed; outstanding unvested units reported | Banner states option-like awards are not currently granted; director equity is time-based; unvested units outstanding disclosed per director |
- No director bonus program or option awards outstanding; Banner does not currently issue stock options, SARs, or similar option-like instruments.
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Premera Blue Cross | Health insurer (regional; not public) | Former Director; Compensation Chair | No disclosed related-party transactions with Banner; sector adjacency but no supplier/customer linkage disclosed |
| Bank of America | Global bank | Executive Sponsor (development program) | Not a board role; no Banner-related transactions disclosed; competitive industry presence noted |
| Planet First Partners | Private equity (EU) | Advisory Board member | No Banner-related transactions disclosed |
- No current public company directorships are disclosed for Collingsworth.
Expertise & Qualifications
- Risk management; M&A/business expansion; complex investments; organizational effectiveness; corporate governance best practices; ESG/DEI/corporate social responsibility.
- Prior oversight of executive compensation and CEO succession; legal/regulatory expertise as former chief legal officer.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 12,066 | Includes 100 shares held jointly with spouse |
| Ownership as % of shares outstanding | <1% | Banner had 34,485,045 shares outstanding on record date; directors shown as “*” less than 1% |
| Unvested RSUs/restricted stock outstanding (12/31/2024) | 1,462 | Reported per director |
| Shares pledged as collateral | None disclosed | Only Layman disclosed pledged shares; no pledge for Collingsworth |
| Stock ownership guideline | 5x annual cash retainer (director) | Increased to 5x in 2024; retention requirement: directors must retain 75% of net shares acquired until guideline met |
| Compliance status | In compliance (all 10 non-employee directors exceed guidelines as of 3/14/2025) | Committee reviews annually; guidelines counted unvested time-based RSUs, but not unvested performance-based units |
Governance Assessment
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Strengths:
- Independent director with deep governance, risk, legal, and ESG credentials; chairs Governance/Nominating, a key committee overseeing board evaluation, succession, ESG, and director education.
- Strong engagement indicators: Board held 13 meetings in 2024; each director attended >80% of Board and committee meetings; independent director executive sessions used regularly; all directors attended last annual meeting.
- Compensation alignment: Balanced cash/equity mix; equity grants are time-based RSUs (no option repricing risk); robust stock ownership guidelines (5x retainer) with documented compliance.
- Company-level compensation governance: Independent compensation consultant (Pearl Meyer); clawback/compensation recovery policy; no hedging/pledging (except historical pledges), no tax gross-ups, no option repricing. Strong say-on-pay support (96% approval in 2024).
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Potential watchpoints:
- External commitments (advisory and academic roles) appear manageable; no evidence of overboarding or conflicts, but Bank of America sponsorship is within a competitive sector—monitor for any related-party interactions or influence.
- Executive Committee did not meet in 2024; while typical, ensure committee capacity aligns with contingency needs.
RED FLAGS: None disclosed specific to Collingsworth (no pledging, no related-party transactions, no attendance issues, no tax gross-ups or option repricing tied to director pay).