Cynthia D. Purcell
BANNERAbout Cynthia D. Purcell
Cynthia D. Purcell is Executive Vice President and Chief Strategy and Administration Officer at Banner Bank, responsible for leading execution of long-term corporate strategic objectives, digital strategy across marketing and communications, and product strategy; she previously served as EVP of Retail Banking and Administration and earlier as CFO of Inland Empire Bank (now Banner Bank), which she joined in 1981 . She is 67 years old and part of Banner’s executive team as of December 31, 2024 . Performance context for incentive alignment includes corporate 2024 outcomes of Pretax Pre-provision ROA at 1.47%, an adjusted efficiency ratio of 62.29%, and total operating revenue of $614.8 million—with relative asset quality at the 86th percentile versus peers; long-term PSUs for the 2022–24 cycle vested at 144% driven by TSR in the 75th percentile and ROATCE in the 69th percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inland Empire Bank (now Banner Bank) | Chief Financial Officer | Not disclosed | Senior finance leadership at predecessor institution |
| Banner Bank | EVP, Retail Banking and Administration | Not disclosed | Led retail banking and administrative functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Bankers Association (ABA) | Board/committee leadership; Instructor at ABA Graduate School of Bank Investments & Financial Management | Not disclosed | Advocacy and industry talent development |
| Consumer Bankers Association | Board/committee leadership | Not disclosed | Industry policy and best practices |
| Northwest Intermediate Banking School | Instructor | Not disclosed | Professional education |
| Oregon Bankers Association Directors College | Instructor | Not disclosed | Board education |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary Rate ($) | $455,271 |
| Salary Paid ($) | $452,063 |
| Employer 401(k) Matching Contribution ($) | $13,800 |
| Dividends/Dividend Equivalents on RSUs/PSUs ($) | $28,464 |
| Life Insurance Premium ($) | $603 |
| Club Dues ($) | $145 |
| Company Car Allowance ($) | $1,363 |
| Other (tech/mobile allowances) ($) | — (not disclosed) |
| Total “All Other Compensation” ($) | $44,374 |
Performance Compensation
Annual Incentive (2024) – Corporate Metrics and Results
| Metric | Weighting | Threshold | Target | Actual/Result | Payout as % of Target |
|---|---|---|---|---|---|
| PTPP ROA (%) | 30% | 1.27% | 1.49% | 1.47% | 95.45% |
| Efficiency Ratio (Adjusted) (%) | 25% | 64.60% | 62.30% | 62.29% | 100.22% |
| Total Operating Revenue ($mm) | 15% | $593.7 | $615.6 | $614.8 | 98.09% |
| Non-performing Assets/Total Assets (Relative) | 10% | 25th pct | 50th pct | 86th pct | 150% (capped) |
• Weighting: Corporate 80%, Individual 20% for NEOs .
Individual Annual Incentive Outcome (2024) – Cynthia D. Purcell
| Metric | 2024 |
|---|---|
| Target Bonus (% of Eligible Earnings) | 65% |
| Target Bonus ($) | $293,841 |
| Payout for Corporate Achievement ($) | $245,074 |
| Payout for Individual Performance ($) | $61,119 |
| Total Incentive Payout ($) | $306,193 |
| Total Incentive Payout (% of Target) | 104% |
Long-term Incentives – Grants and Vesting
| Type | Grant Date | Units (Threshold) | Units (Target) | Units (Max) | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| Performance Units (2024–26 cycle) | 4/1/2024 | 1,911 | 3,821 | 5,732 | $175,346 | 3-year, contingent on ROATCE and TSR vs peers |
| Time-based RSUs | 4/1/2024 | — | 3,821 | — | $179,472 | Ratable annually over 3 years from grant date to 3rd anniversary |
• Dividend equivalents accrue and are paid only upon vesting; no voting rights on unvested units .
• 2024–26 PSU metrics: 50% ROATCE and 50% TSR, payout 50/100/150% at 25th/50th/75th percentile; TSR capped at 100% if absolute TSR negative .
• 2022–24 PSU results: ROATCE 15.51% at 69th percentile (138% allocation) and TSR 22.17% at 75th percentile (150% allocation), total vesting 144% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 27,111 (less than 1% of shares outstanding) |
| RSUs vesting within 60 days (as of record date) | 3,262 |
| Stock Options (exercisable/unexercisable) | None currently issued by Banner; no outstanding options |
| Shares Pledged as Collateral | None disclosed for Ms. Purcell; only Mr. Layman has 9,414 pledged shares noted |
| Ownership Guideline | 3x base salary for Chief Strategy and Administration Officer (effective 2025) |
| Guideline Compliance (individual) | Not individually disclosed; overall compliance status provided for executives |
| Hedging/Pledging Policy | Hedging and pledging prohibited, except pre-existing pledges; margin accounts prohibited |
Employment Terms
| Scenario | Employment Agreement | SERP | Equity Plans |
|---|---|---|---|
| Death | — | $179,722 annually | Accelerated vesting value: $1,438,126 (assumes max performance for PSUs for calc purposes) |
| Disability | — | $359,444 annually | Accelerated vesting value: $1,438,126 (assumes max performance for PSUs for calc purposes) |
| Involuntary Termination (no CIC) | $1,463,879 | $359,444 annually | — |
| Involuntary Termination Following CIC | $2,585,248 | $359,444 annually | Accelerated vesting value: $1,438,126 (assumes max performance for PSUs for calc purposes) |
| Early/Normal Retirement | Not disclosed | $359,444 annually | — |
• Agreements were extended on July 1, 2024; base salary reviewed annually; benefits/perquisites per executive programs .
• CIC economics: 2.99x “base amount” (IRC 280G) plus continued benefits for 36 months on qualifying termination within six months prior or 24 months post-CIC; Banner uses double-trigger for CIC severance and equity vesting .
• Clawback: Compensation Recovery Policy mandates recoupment of erroneously awarded incentive-based comp for 3 years preceding a required restatement; executive incentive plans also include misconduct/error clawbacks .
Multi-year Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $425,000 | $436,776 | $452,063 |
| Stock Awards ($) | $333,949 | $344,836 | $354,817 |
| Non-equity Incentive Plan Compensation ($) | $405,977 | $248,785 | $306,193 |
| Change in Pension Value & Non-qualified Deferred Comp Earnings ($) | $503,226 | $404,586 | $479,567 |
| All Other Compensation ($) | $35,928 | $58,436 | $44,374 |
| Total ($) | $1,704,080 | $1,493,420 | $1,637,014 |
Compensation Structure Analysis
- Pay mix shows meaningful performance-based alignment: 2024 annual incentive paid at 104% of target with corporate metrics near target and superior relative asset-quality performance; PSUs use diversified, relative metrics (ROATCE, TSR) and can vest above target only with strong relative outcomes .
- Equity shifted to RSUs/PSUs; Banner does not currently grant options, reducing asymmetric risk and repricing concerns; dividends on RSUs/PSUs are deferred until vesting, improving retention .
- Governance features: robust clawbacks and double-trigger CIC terms; no hedging/pledging allowed (pre-existing pledges grandfathered), mitigating misalignment risk .
- Peer benchmarking: compensation decisions use a 20-bank peer set with mid-market asset sizes; plan metrics and payout governance evaluated annually with independent consultant Pearl Meyer .
Equity Ownership & Vesting Pressure
- Near-term supply: 3,262 RSUs scheduled to vest within 60 days of the March 14, 2025 record date; time-based RSUs vest ratably over three years starting April 1, 2024; PSUs for 2024–26 vest based on relative ROATCE/TSR, creating contingent supply; monitor vest dates for potential selling pressure .
- Ownership: 27,111 shares beneficially owned (<1%); no disclosure of pledged shares for Purcell; options nil, so selling pressure primarily tied to RSU/PSU vesting rather than option exercises .
Employment & Retention Risk
- SERP value: present value of accumulated SERP benefit $5,171,857 with annual SERP payments of $359,444 in multiple termination scenarios—this is a strong retention anchor with confidentiality/non-compete provisions .
- CIC terms: 2.99x base amount plus 36 months of benefits on qualifying termination; combined with equity acceleration assumptions, CIC costs are material and should be considered in M&A scenarios .
- Say-on-pay: 2024 approval exceeded 96%, indicating shareholder support for pay design and outcomes .
Investment Implications
- Alignment appears solid: high say-on-pay, diversified and relative performance metrics, clawback and double-trigger protections reduce governance risk; ownership guidelines at 3x salary for her role further align incentives .
- Retention risk is low: substantial SERP value and CIC protections suggest strong retention and continuity, though they introduce potential transaction costs in change-in-control scenarios .
- Trading signals: watch RSU/PSU vesting cycles (notably annual time-based tranches and 2024–26 PSU outcomes) for incremental supply; limited option exposure reduces forced-selling dynamics tied to option exercises .
- Performance execution: corporate metrics near target and superior relative asset quality supported above-target annual payouts; strong 2022–24 PSU vesting (144% of target) indicates sustained value creation against peers, a constructive signal for long-term alignment .