John Pedersen
BANNERAbout John Pedersen
Independent director since 2021; age 67 as of December 31, 2024. Former Executive Vice President and Chief Risk Officer at City National Bank (2006–2019) with prior regulatory roles at the OCC and OTS, plus risk leadership posts at First Interstate Bancorp, KeyCorp, Wachovia, and Bank of the West. Holds a BBA in finance and accounting from the University of Oklahoma. Determined independent by Nasdaq standards; the Board held 13 meetings in 2024 and each director attended more than 80% of Board and committee meetings, and all current directors attended last year’s annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City National Bank (Los Angeles) | EVP & Chief Risk Officer | 2006–2019 | Led enterprise risk; credit, operational, and strategic risk oversight |
| Office of the Comptroller of the Currency (OCC) | Staff and leadership positions | Not disclosed | Bank supervision/regulatory expertise |
| Office of Thrift Supervision (OTS) | Staff and leadership positions | Not disclosed | Thrift supervision/regulatory expertise |
| First Interstate Bancorp | Risk management roles | Not disclosed | Credit and enterprise risk roles |
| KeyCorp | Risk management roles | Not disclosed | Credit risk and banking operations |
| Wachovia | Risk management roles | Not disclosed | Broad banking risk management |
| Bank of the West | Risk management roles | Not disclosed | Banking risk and governance |
External Roles
| Organization/Activity | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philanthropic organizations (domestic and abroad) | Supporter of micro-financing initiatives | Not disclosed | Community development and micro-entrepreneurship support |
Board Governance
- Committees: Audit (member), Executive (member), Credit Risk (Chair), Risk (Chair) .
- Meeting cadence (2024): Audit (9), Credit Risk (4), Risk (5); Executive Committee did not meet in 2024 .
- Independence: Independent under Nasdaq rules; 10 of 11 directors are independent .
- Attendance: Board held 13 meetings in 2024; each director attended >80% of Board and committee meetings; all current directors attended last year’s annual meeting .
- Executive sessions: Board regularly uses executive sessions among independent directors .
Fixed Compensation (Director – 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $85,000 |
| Stock Awards (grant date fair value) | $72,674 |
| All Other Compensation | $6,660 (includes dividends/dividend equivalents and WA B&O tax reimbursement) |
| Total | $164,334 |
Director fee schedule (structure applicable to non-employee directors):
- Annual cash retainer: $50,000; annual equity (restricted stock/RSUs): $60,000 .
- Committee member 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; Compensation/Governance/Credit Risk/Risk Chairs $15,000 each .
Performance Compensation
Directors receive time-based restricted stock or RSUs (including chair retainers paid partly in equity); no options outstanding or option repricing; equity grants accrue dividend equivalents but are payable only upon vesting .
Company executive pay-for-performance metrics (context for governance quality; directors are not subject to these):
- Annual Executive Incentive Plan 2024 metrics and goals:
| Metric | Threshold | Target | Stretch | Weight |
|---|---|---|---|---|
| PTPP ROA (absolute) | 1.27% | 1.49% | 1.64% | 30% |
| Adjusted Efficiency Ratio (absolute) | 64.60% | 62.30% | 60.04% | 25% |
| Total Operating Revenue (absolute) | $593.7m | $615.6m | $645.8m | 15% |
| Non-performing assets/total assets (relative) | 25th pct | 50th pct | 75th pct | 10% |
- 2024 outcomes (corporate component): PTPP ROA 1.47% (95.45% of target), Efficiency Ratio 62.29% (100.22%), Total Operating Revenue $614,775k (98.09%), NPA/Assets 86th percentile (capped at 150%) .
- Long-term performance units (2024–2026): ROATCE (50%) and TSR (50%); payouts 50%/100%/150% at 25th/50th/75th percentiles; TSR capped at 100% if absolute TSR negative .
Say-on-pay context: 2024 say-on-pay approved by >96% of votes cast, indicating strong shareholder support for compensation programs .
Clawbacks and hedging/pledging:
- Compensation Recovery Policy (effective Dec 1, 2023) mandates recovery of erroneously awarded incentive-based compensation for executive officers; plan-level clawbacks also apply .
- Insider trading policy prohibits hedging and pledging of company stock (grandfathered pledges excepted) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No current public company directorships noted in biography |
Expertise & Qualifications
- Deep risk management expertise; former CRO; broad banking domain coverage (retail, small business, CRE, dealer banking, consumer lending, mortgage, middle market); strategic planning including turn-around and growth strategies; prior federal regulatory experience (OCC/OTS) .
- Education: BBA in finance and accounting (University of Oklahoma) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (shares) | 6,477 |
| RSUs vesting within 60 days included in beneficial ownership | 1,624 |
| % of Shares Outstanding | 0.0188% (6,477 / 34,485,045) |
| Shares pledged as collateral | None disclosed for Pedersen (Layman disclosed pledges; not applicable to Pedersen) |
| Director stock ownership guideline | 5× annual cash retainer; all 10 non-employee directors exceeded guidelines as of March 14, 2025 |
Insider Trades (recent)
| Filing Date | Form | Link | Summary |
|---|---|---|---|
| 2025-06-03 | Form 4 | https://www.sec.gov/Archives/edgar/data/1847930/000112760225016609/0001127602-25-016609-index.htm | Statement of changes in beneficial ownership (Pedersen) |
| 2025-08-04 | Form 4 | https://www.sec.gov/Archives/edgar/data/946673/000112760225020017/xslF345X05/form4.xml | Statement of changes in beneficial ownership (Pedersen) |
| 2025-08-01 | Stock Award (Grant) | https://finance.yahoo.com/quote/BANR/insider-transactions/ | Yahoo shows a grant reported as a stock award (details per filing) |
Note: For precise quantities and prices, rely on the linked SEC Form 4 filings above.
Governance Assessment
- Strengths: Independent status; chairs both Credit Risk and Risk Committees, aligning background with oversight; active risk governance with defined charters and regular executive sessions; Board separation of Chair and CEO; robust stock ownership guidelines (5× retainer) with full compliance; prohibitions on hedging/pledging; clawback and recovery policies; director attendance above 80% threshold .
- Alignment: Mix of cash and equity (including chair equity) supports alignment; beneficial ownership disclosed; no pledging disclosed for Pedersen; dividend equivalents accrue only upon vesting, reinforcing long-term alignment .
- Potential conflicts: No related-party transactions involving Pedersen disclosed; insider lending subject to Regulation O controls and Board approvals when applicable; insider trading policy prohibits hedging/pledging (grandfathered exceptions) .
- Signals: Strong say-on-pay approval (>96%) indicates shareholder confidence in compensation governance; committee meeting cadence suggests significant engagement in audit and risk oversight .
Overall, Pedersen’s CRO/regulatory pedigree and dual risk committee chair roles enhance Banner’s board effectiveness in risk oversight; no material red flags disclosed regarding conflicts, pledging, or attendance .