Ellen R.M. Boyer
BANNERAbout Ellen R.M. Boyer
Ellen R.M. Boyer (age 64) has served on Banner Corporation’s Board since 2021. She is an active Certified Public Accountant and qualifies as an audit committee financial expert. Boyer became CFO of Northwest Center (nonprofit) on December 9, 2024, and previously served as CFO of Logic20/20 until retiring in April 2024; prior roles include 12 years at PriceWaterhouseCoopers and multiple CFO/COO positions since 1997. She holds degrees in Accounting and Spanish from Oregon State University, with minors in Computer Science and Latin American Affairs.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PriceWaterhouseCoopers | Audit Senior Manager | ~12 years (prior to 1997) | Financial reporting, audit leadership |
| Various Seattle companies | CFO/COO (multiple companies) | 1997–2014 | Strategy, M&A, governance, organizational effectiveness |
| Logic20/20 | Chief Financial Officer | 2014–Apr 2024 | Finance leadership across technology consulting, retired Apr 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northwest Center (nonprofit) | Chief Financial Officer | Dec 9, 2024–present | Based in Renton, WA |
| Umpqua Holdings Corporation (now Columbia Banking System, Inc., Nasdaq: COLB) | Director | 2014–2016 | Prior public company directorship |
| Sterling Financial Corporation (subsequently Umpqua and now Columbia) | Director | 2007–2014 | Prior public company directorship |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director; 10 of 11 directors independent |
| Committees | Audit (member); Compensation and Human Capital (Chair); Executive |
| Financial Expert | Designated audit committee financial expert (SEC definition) |
| Attendance | Board held 13 meetings in 2024; each director attended >80% of total Board and committee meetings |
| Audit Committee cadence | 9 meetings in 2024 |
| Compensation & Human Capital cadence | 5 meetings in 2024 |
| Executive sessions | Board regularly uses executive sessions among independent directors |
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Ellen R.M. Boyer | 71,500 | 65,308 | 4,170 | 140,978 |
Director fee structure (Banner policy):
- Annual director cash retainer: $50,000; annual equity (restricted stock or RSUs): $60,000
- Committee membership cash retainers: Audit $8,000; Compensation & Human Capital $6,000; Corporate Governance/Nominating $6,000; Credit Risk $6,000; Risk $6,000
- Chair retainers (paid 50% cash/50% equity): Board Chair $80,000; Audit Chair $20,000; Comp & Human Capital Chair $15,000; Governance Chair $15,000; Credit Risk Chair $15,000; Risk Chair $15,000
Performance Compensation
| Component | Structure | 2024 Detail |
|---|---|---|
| Director equity grant | Annual restricted stock or RSUs | Aggregate grant-date fair value: $65,308 |
| Chair equity portion | 50% of chair retainer paid in equity | Applies to Compensation & Human Capital Chair role |
| Unvested RSUs (12/31/2024) | Count at year-end | 1,462 units |
Note: Banner’s proxy does not disclose director-specific vesting schedules or grant dates; director equity is described generally as restricted stock or RSUs with annual grant values per policy.
Other Directorships & Interlocks
| Company | Role | Dates | Potential Interlock/Comment |
|---|---|---|---|
| Umpqua Holdings Corporation (now Columbia Banking System, Inc.) | Director | 2014–2016 | Regional banking experience; no current interlock disclosed |
| Sterling Financial Corporation (subsequently Umpqua/Columbia) | Director | 2007–2014 | Banking governance experience; no current interlock disclosed |
Expertise & Qualifications
- Audit, finance, and M&A: CPA (active), PwC audit leadership, extensive CFO/COO experience across industries; qualifies as audit committee financial expert.
- Strategic planning and organizational effectiveness: Led finance and operations through multi-decade roles; governance and planning expertise.
- Board leadership: Chairs Compensation & Human Capital Committee; engages in executive sessions and compensation oversight.
- Education: Oregon State University—Accounting and Spanish; minors in Computer Science and Latin American Affairs.
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Unvested RSUs | Notes |
|---|---|---|---|---|
| Ellen R.M. Boyer | 5,128 | <1% | 1,462 | Beneficial holdings include 1,462 restricted shares counted per SEC rules |
Stock ownership alignment:
- Directors must hold 5x annual cash retainer; as of March 14, 2025, all 10 non-employee directors exceeded the guideline.
- Insider trading policy prohibits hedging, transactions in publicly traded options, margin accounts, and pledging (except pre-existing pledges); no pledges disclosed for Boyer.
Insider Trades
Attempted to retrieve Form 4 insider transactions for Ellen R.M. Boyer (BANR) over the last 24 months using the insider-trades skill; the API returned an authorization error, so current transaction-level data could not be fetched. Reliance is therefore on proxy-stated year-end holdings as shown above. [public skill usage attempted; see insider-trades SKILL documentation for method]
Governance Assessment
- Board effectiveness: Independent director with audit financial expert designation; chairs Compensation & Human Capital, indicating strong involvement in pay governance and human capital oversight.
- Attendance and engagement: Board met 13 times in 2024; each director exceeded 80% attendance; executive sessions are used regularly to ensure independent oversight.
- Compensation governance: Committee uses an independent consultant (Pearl Meyer) assessed as conflict-free; benchmarking against a defined peer group; clawback policies implemented under Nasdaq rules for executive officers.
- Director pay mix and alignment: Material equity component via annual restricted stock/RSUs and chair retainer equity fosters alignment; stock ownership guidelines at 5x retainer are met.
- Potential conflicts/related-party exposure: Proxy outlines robust related party transaction controls and Regulation O compliance; no related party transactions disclosed for Boyer.
- Say-on-Pay signal: 2024 Say-on-Pay approved by >96% of shares present, indicating broad shareholder support for compensation practices overseen by the committee Boyer chairs.
RED FLAGS
- None observed in proxy disclosures specific to Boyer: no pledging, no related-party transactions, strong independence/financial expert status, and high attendance.
Supplemental: Committee Scope Highlights (context for Compensation Chair role)
- Compensation & Human Capital Committee oversees director and executive pay, succession planning, DE&I, pay equity, and ESG matters related to human capital; met 5 times in 2024; all members independent/non-employee.
- Audit Committee oversight includes internal and external audit, financial reporting integrity, ESG reporting controls, and coordination on compensation recovery policy; Boyer designated financial expert; 9 meetings in 2024.
Notes on Annual Meeting Proposals (context)
- 2025 proposals include election of directors, advisory approval of executive compensation, advisory vote on frequency (Board recommends one year), auditor ratification, and ESPP approval.
Director Compensation Structure Reference
| Component | Policy Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Annual equity (restricted stock/RSUs) | $60,000 |
| Audit Committee member | $8,000 |
| Compensation & Human Capital member | $6,000 |
| Executive Committee | No separate retainer disclosed |
| Compensation & Human Capital Chair | $15,000 (50% cash / 50% equity) |
All fees compensate service on both Banner Corporation and Banner Bank boards and are paid equally by each entity.