Kevin F. Riordan
BANNERAbout Kevin F. Riordan
Kevin F. Riordan, age 68 as of December 31, 2024, is an independent director of Banner Corporation (BANR) since 2018 and serves as Audit Committee Chair; he qualifies as an SEC “audit committee financial expert.” A retired Banking & Capital Markets audit and client service Partner at PwC (2000–2014), he previously held independent auditor and senior financial/accounting executive roles at banking and securities trading companies and has been a Certified Public Accountant since 1983. His core credentials include complex accounting, auditing, financial reporting, risk management, and corporate governance expertise, with committee assignments on Audit (Chair), Compensation and Human Capital, Credit Risk, and Executive.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Banking & Capital Markets audit and client service Partner | 2000–2014 | Managed major client relationships; worked with boards and audit committees of publicly traded banking/lending institutions; developed expertise in complex accounting/auditing/financial reporting matters. |
| Various banking and securities trading companies | Independent auditor and senior financial/accounting executive | Before 1994 | Experience across multiple markets; developed governance and audit committee engagement expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Riordan in the proxy biography section. |
Board Governance
- Independence: The Board determined 10 of 11 directors are independent, including Mr. Riordan.
- Committee memberships: Audit (Chair), Compensation and Human Capital, Credit Risk, and Executive.
- Audit committee financial expert: Board determined Boyer and Riordan meet the SEC definition.
- Board/committee activity and attendance:
- Board met 13 times in 2024; each director attended more than 80% of Board and committee meetings.
- Executive sessions used regularly for candid independent-director discussions.
- All current directors attended last year’s virtual annual meeting of shareholders.
| Committee (2024) | Mr. Riordan’s Role | Meetings Held |
|---|---|---|
| Audit | Chair | 9 |
| Compensation and Human Capital | Member | 5 |
| Corporate Governance/Nominating | Not a member | 6 (committee total) |
| Risk | Not a member | 5 (committee total) |
| Credit Risk | Member | Not disclosed for 2024 (2023 had 4) |
| Executive | Member | Not disclosed |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 80,000 | Director cash fees, including committee and chair retainers; see program schedule below. |
| Deferred Fees | 72,000 | Deferred pursuant to Banner’s deferred fee agreement. |
| Stock Awards (RSUs) | 67,749 | Aggregate grant-date fair value under ASC 718. |
| All Other Compensation | 5,761 | Includes dividends/dividend equivalents on restricted stock/RSUs. |
| Total | 153,510 | Sum of components above. |
| Director Fee Structure (applies to non-employee directors) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Paid monthly. |
| Annual restricted stock/RSU award | 60,000 | Equity retainer. |
| Committee member retainers | Audit: 8,000; Comp & Human Capital: 6,000; Corp Gov/Nom: 6,000; Credit Risk: 6,000; Risk: 6,000 | Paid for service on Banner Corporation and Banner Bank boards. |
| Chair retainers | Board Chair: 80,000; Audit Chair: 20,000; Comp Chair: 15,000; Corp Gov/Nom Chair: 15,000; Credit Risk Chair: 15,000; Risk Chair: 15,000 | Chair retainers paid 50% cash/50% in restricted stock/RSUs. |
Performance Compensation
- Mr. Riordan’s director equity grants are reported as stock awards (RSUs) with aggregate grant-date fair value; options are not currently issued by Banner under its plans.
| Equity Detail | Value / Count | Notes |
|---|---|---|
| 2024 Stock Awards (RSUs) – fair value | 67,749 | Computed under ASC 718; grant date not specified in table. |
| Unvested RSUs outstanding (12/31/2024) | 1,516 | Count of unvested RSUs for Mr. Riordan. |
- Option awards: Banner does not currently issue stock options/SARs and has none outstanding; any future issuance would consider grant timing controls.
- Compensation committee oversight: Administers the Compensation Recovery (clawback) Policy; reviews rigorous and diversified performance goals; engages an independent compensation consultant.
| Key Performance Metrics used for NEO compensation (committee oversight) | Description |
|---|---|
| Return on Average Tangible Common Equity (ROATCE)* | Company-selected measure. |
| Pretax Pre-provision ROA | Core profitability measure before provisions. |
| Efficiency Ratio* | Operating efficiency indicator. |
| Total Operating Revenue* | Top-line revenue measure. |
| *Non-GAAP; see Annex for reconciliations. |
Other Directorships & Interlocks
| Committee | Current Members | Interlocks/Insider Participation |
|---|---|---|
| Compensation and Human Capital | Ellen R.M. Boyer (Chair), Connie R. Collingsworth, Margot J. Copeland, Roberto R. Herencia, Kevin F. Riordan | No members were officers/employees in 2024; no relationships requiring disclosure. |
Expertise & Qualifications
- Audit and financial reporting expert; SEC “audit committee financial expert” designation; CPA since 1983.
- Risk management and corporate governance best practices; organizational effectiveness.
- Extensive engagement with boards/audit committees of public banking/lending institutions during PwC tenure.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,749 | As of record date March 14, 2025. |
| Percent of shares outstanding | * (<1%) | Calculated presentation in proxy table; total shares outstanding 34,485,045. |
| RSUs vesting within 60 days of record date | 1,516 | Included in beneficial ownership per SEC Rule 13d-3. |
| Unvested RSUs outstanding (12/31/2024) | 1,516 | Unvested stock awards/RSUs count. |
| Shares pledged | None disclosed for Riordan | Pledge footnote applies to certain directors; Riordan’s entry has no pledge footnote. |
| Stock ownership guidelines | 5x annual cash retainer (non-employee director) | Increased from 3x to 5x in 2024; excludes chair/committee retainers from calc. |
| Guideline compliance status | All 10 non-employee directors exceeded requirements as of March 14, 2025 | Includes Mr. Riordan. |
| Hedging/pledging policy | Prohibits hedging and pledging (except pre-adoption pledges) | Insider trading policy and executive compensation practices. |
Governance Assessment
- Strengths: Independent audit chair with CPA credential and SEC financial expert status; active committee service; Board-wide strong engagement (>80% attendance); robust equity ownership guidelines with confirmed compliance; prohibition on hedging/pledging supports alignment; clawback oversight and diversified NEO metrics indicate disciplined pay governance.
- Compensation/Alignment: 2024 pay mix combines cash fees and RSUs; Riordan deferred $72,000 of fees, indicating long-term alignment and tax-efficient planning; RSUs reinforce shareholder alignment without option risk.
- Conflicts/Red Flags: No related-party transactions, interlocks, or insider participation issues disclosed for Riordan; no pledging of his shares noted; Banner does not reprice options and currently issues no options/SARs.
- Engagement Signals: Audit Committee met 9 times, Compensation 5 times, Board 13 times (with strong attendance); regular executive sessions enhance independent oversight.
Overall assessment: High governance quality and investor-confidence signals from independent audit chair leadership, financial-expert designation, strong attendance, and confirmed ownership alignment, with no disclosed conflicts or red flags pertaining to Mr. Riordan.