David A. Klaue
BANNERAbout David A. Klaue
Independent director at Banner Corporation (BANR) since 2007; age 71 as of December 31, 2024. Serves on the Audit and Corporate Governance/Nominating Committees, with background in banking, diversified manufacturing, agriculture, and real estate operations. Biography notes strategic planning, business expansion, and organizational effectiveness expertise; education details are not disclosed. Independence confirmed by the Board; one of 10 independent directors out of 11 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F&M Bank | Chairman of the Board until acquisition | Through May 2007 | Bank leadership; acquisition integration as F&M merged into Banner Bank |
| Empire Lumber Co. | Chairman of the Board | 35+ years affiliation | Diversified wood products operations across WA/ID/MT; operational leadership |
| Park Ranch Land & Cattle Co. | Chairman of the Board | 35+ years affiliation | Agricultural operations (cow/calf feeder and hay); operational leadership |
| Empire Investments, LLC | Manager | 35+ years affiliation | Real estate investment; operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Empire Lumber Co. | Chairman | 35+ years | Private company; manufacturing operations |
| Park Ranch Land & Cattle Co. | Chairman | 35+ years | Private company; agriculture |
| Empire Investments, LLC | Manager | 35+ years | Private real estate investment |
No other public-company directorships disclosed in Klaue’s biography .
Board Governance
- Committee assignments: Audit; Corporate Governance/Nominating; no chair roles disclosed for Klaue .
- Independence: Board determined 10 of 11 directors are independent, including Klaue .
- Board activity: 13 Board meetings in 2024; each director attended more than 80% of Board and assigned committee meetings .
- Executive sessions: Board and committees regularly use executive sessions to enable candid oversight by independent directors .
- Annual meeting: All current directors attended last year’s virtual annual meeting of shareholders .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 64,000 | 57,897 | 4,925 | 126,822 |
| Component | Amount/Policy |
|---|---|
| Annual cash retainer (non-employee director) | $50,000; paid monthly |
| Annual equity grant (RS/RSU) | $60,000; typical form restricted stock or RSUs |
| Committee retainers | Audit $8,000; Compensation & Human Capital $6,000; Corporate Governance/Nominating $6,000; Credit Risk $6,000; Risk $6,000 |
| Chair retainers (50% cash, 50% equity) | Board Chair $80,000; Audit Chair $20,000; other committee chairs $15,000 |
Deferred fee program available to directors; Banner’s non-employee director deferred compensation liability was $3.9 million at Dec 31, 2024 (plan-wide) .
Performance Compensation
- Director pay is fixed (cash retainers and time-based equity); no performance metrics, options, or TSR/financial hurdles used for director awards are disclosed .
- Banner does not currently issue options/SARs; any future option grants would be evaluated for timing and MNPI controls .
| Equity Awards Outstanding (12/31/2024) | Units |
|---|---|
| Unvested RS/RSUs (Klaue) | 1,299 |
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Considerations |
|---|---|---|
| Empire Lumber Co.; Park Ranch Land & Cattle Co.; Empire Investments, LLC | Private | Potential ordinary-course banking relationships would be governed by Regulation O and Banner’s related-party policies; loans require arms-length terms and disinterested Board approval above thresholds . |
Expertise & Qualifications
- Banking leadership (F&M Bank Chairman); extensive operational, strategic planning, acquisition and expansion experience; organizational effectiveness .
- Audit committee participation (not designated financial expert), governance oversight via Corporate Governance/Nominating .
- Geographic/industry familiarity with Banner’s markets through long-term operating roles .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership | 131,578 shares; less than 1% of outstanding shares |
| RSUs vesting within 60 days (included in beneficial ownership per SEC Rule 13d-3) | 1,299 units |
| Shares pledged | None indicated for Klaue; pledge disclosed only for another director (Layman) |
| Shares outstanding (record date) | 34,485,045 |
| Ownership Guidelines | Status |
|---|---|
| Non-employee directors must hold 5x annual cash retainer (effective 2024 guideline) | All 10 non-employee directors, including Klaue, exceeded ownership requirements as of March 14, 2025 |
Governance Assessment
- Board effectiveness: Klaue’s dual committee roles (Audit; Governance/Nominating) align with oversight of financial reporting, internal controls, and governance frameworks; Board held 13 meetings in 2024 and each director exceeded the 80% attendance threshold, supporting engagement .
- Independence and alignment: Independent status, stock ownership guideline compliance, and prohibition on hedging/pledging (grandfathered exceptions only) support investor alignment; no pledging disclosed for Klaue .
- Compensation structure: Director compensation is modest and balanced between cash and time-based equity; no performance-linked director equity reduces risk of short-termism and conflicts, consistent with governance best practices .
- Related-party safeguards: Strong Code of Ethics and explicit related-party transaction policies (Reg O compliance, disinterested approval, ordinary-course terms) mitigate conflict risks for directors with outside business interests (applicable to Klaue’s private company roles) .
- Shareholder signals: Broad governance enhancements (declassified Board to one-year terms) and high say-on-pay support (96% approval in 2024) indicate constructive shareholder engagement and governance credibility, indirectly reinforcing board reputation and effectiveness .
Red Flags and Watch Items
- Potential related-party exposure: Klaue chairs private companies that could be Banner clients; while policies are robust, investors should monitor any disclosed transactions in future filings for adherence to arms-length terms and disinterested approvals .
- Concentration of private operating interests: Long-standing affiliations in lumber/agriculture/real estate may present sector-specific credit/interdependency risks if borrowing relationships exist; ongoing Reg O reporting mitigates but warrants monitoring .
Insider trading policy prohibits hedging, short sales, and pledging; directors must certify compliance annually; executive compensation clawbacks and a formal Compensation Recovery Policy strengthen recourse in event of restatement/misconduct .