John R. Layman
BANNERAbout John R. Layman
Independent director of Banner Corporation (BANR), age 66 as of December 31, 2024; director since 2007. Current committee assignments: Audit and Risk. Background includes managing partner of Layman Law Firm since 1983 with extensive legal experience across mergers and acquisitions, complex litigation, securities litigation, fiduciary obligations, and corporate governance/compliance; prior bank leadership as Co‑Vice Chairman of F&M Bank until its acquisition by Banner Bank in May 2007 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Layman Law Firm, PLLP | Managing Partner | Since 1983 | Practice spans real estate development, commercial litigation, personal injury, product liability; experience in securities litigation, fiduciary duties, governance/compliance |
| F&M Bank (acquired by Banner Bank in May 2007) | Co‑Vice Chairman, Board of Directors | Until May 2007 | Bank leadership experience; strategic planning and risk management expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public-company directorships disclosed for Mr. Layman in the proxy . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined 10 of 11 directors are independent; Mr. Layman is independent . |
| Committees | Audit (member); Risk (member) . |
| Board meetings | 13 meetings held in 2024 . |
| Attendance | Each director attended more than 80% of total Board and committee meetings in 2024 . |
| Annual meeting attendance | All current directors attended last year’s virtual annual meeting of shareholders . |
| Audit Committee activity | 9 meetings in 2024; oversight of financial reporting, internal controls, auditor independence; members are independent; two audit committee financial experts (Boyer, Riordan) . |
| Risk Committee activity | 5 meetings in 2024; enterprise-wide risk oversight including cybersecurity, AML, legal/regulatory, climate risk . |
| Credit Risk Committee context | 4 meetings in 2024; focused credit oversight (Layman is not a member) . |
| Executive sessions | Regular executive sessions among independent directors and with select participants . |
| Insider trading/hedging/pledging | Policy prohibits short sales, public options, hedging, and pledging (except pre‑existing pledges) . |
| Ownership guidelines | Non‑employee directors required to own 5x annual cash retainer; all 10 non‑employee directors exceeded guidelines as of March 14, 2025 . |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $64,000 | Reflects annual cash retainer ($50,000) plus committee member retainers (Audit $8,000; Risk $6,000) . |
| Stock Awards (grant‑date fair value) | $57,897 | Annual director equity grant; restricted stock or RSUs . |
| All Other Compensation | $4,925 | Includes dividends/dividend equivalents on restricted stock/RSUs . |
| Total | $126,822 | Sum of cash, stock award value, and other . |
Director compensation structure (policy):
- Non‑employee director annual cash retainer: $50,000; annual equity grant: $60,000 in restricted stock/RSUs .
- Committee member cash retainers: Audit $8,000; Compensation & Human Capital $6,000; Corporate Governance/Nominating $6,000; Credit Risk $6,000; Risk $6,000; chair premiums: Board Chair $80,000; Audit Chair $20,000; other committee chairs $15,000 (paid 50% cash/50% equity) .
- Deferred fee program available; Mr. Layman deferred $64,000 of fees in 2024; plan invests via nonqualified deferred comp, trust-held assets, pre‑retirement death/disability benefits, and flexible distributions .
Performance Compensation
| Element | Terms |
|---|---|
| Director performance-based awards | Not disclosed; director equity is restricted stock/RSUs (annual grant $60,000) without stated performance metrics in the proxy . |
| Dividend equivalents | Accrue on restricted stock/RSUs for directors; included in “All Other Compensation” . |
No director-specific performance metric table was disclosed; pay-for-performance constructs and detailed metrics in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| — | — | No current public-company boards disclosed; no interlocks identified for Mr. Layman in the proxy . |
Expertise & Qualifications
- Extensive legal experience including M&A and complex litigation; securities litigation, fiduciary obligations, governance and compliance .
- Bank leadership and operational experience from F&M Bank; risk management and strategic planning expertise .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 34,677 . |
| Ownership as % of shares outstanding | <1% (star indicates less than 1%) . |
| Unvested RSUs outstanding (12/31/2024) | 1,299 . |
| RSUs vesting within 60 days of record date | 1,299 (as of March 14, 2025 record date) . |
| Shares pledged as collateral | 9,414 (RED FLAG; pledging generally restricted except pre‑policy pledges) . |
| Ownership guideline status | Exceeds director guideline (5x cash retainer) at record date . |
Governance Assessment
- Board effectiveness and independence: Mr. Layman is an independent director on Audit and Risk committees—appropriate alignment with his legal/risk background; Board had 13 meetings and directors met ≥80% attendance, supporting engagement .
- Compensation alignment: Director pay is balanced between cash and equity; dividend equivalents disclosed; availability of deferred fees (used by Mr. Layman) suggests long-term alignment, supported by ownership guidelines (exceeded) .
- Conflicts/related party exposure: Proxy describes stringent related-party policies and Regulation O oversight; no Layman-specific related-party transactions disclosed (normal banking relationships are permitted with controls) .
- Risk indicators & RED FLAGS: 9,414 shares pledged by Mr. Layman, a potential misalignment risk given policy restrictions on pledging except pre‑existing arrangements; monitor for changes or reductions in pledged collateral .
- Shareholder signals: Strong say‑on‑pay support in 2024 (>96%) indicates broader investor confidence in compensation governance; while directed at executives, it reflects overall governance rigor overseen by the Board .
- Cyber and enterprise risk oversight: Active Risk Committee agenda (5 meetings) and audit oversight (9 meetings) with formal cybersecurity governance and three lines of defense underpin risk culture—consistent with Layman’s committee roles .
Overall, Mr. Layman’s legal and bank oversight background aligns with his Audit/Risk roles and independence status. The primary governance watchpoint is pledged shares; otherwise, attendance, committee participation, and ownership guideline compliance support investor confidence .