Margot J. Copeland
BANNERAbout Margot J. Copeland
Independent director of Banner Corporation since 2022; age 73 as of December 31, 2024; serves on the Compensation and Human Capital Committee and the Credit Risk Committee. Career spans >20 years at KeyBank/KeyCorp including EVP overseeing Corporate Philanthropy & Community Engagement, Chair/CEO of KeyBank Foundation, and Chief Diversity Officer; current external roles include Board of Trustees at The Cleveland Clinic and Board of Directors at AARP. Education: MS (Ohio State University), BS in Physics (Hampton University), Honorary Doctorate (Cuyahoga Community College). The Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyBank (KeyCorp) | Executive Vice President; Director Corporate Philanthropy & Community Engagement | 2001–2019 | Member, Corporate Social Responsibility Council; Diversity & Inclusion Council; Chief Diversity Officer (2001–2013) |
| KeyBank Foundation | Board Chair and Chief Executive Officer | 2001–2019 | Led philanthropic investments and corporate citizenship programs |
| U.S. Bank (formerly Firstar) | Advisory Board member | 1998–2001 | Advisory oversight and industry expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cleveland Clinic | Board of Trustees | Current | Community engagement and healthcare governance oversight |
| AARP | Board of Directors | Current | Governance and stakeholder advocacy |
Board Governance
- Committee assignments: Compensation and Human Capital; Credit Risk. No chair roles disclosed.
- Independence: Independent director under Nasdaq standards; 10 of 11 directors are independent.
- Attendance and engagement: Board held 13 meetings in 2024; each director attended >80% of Board and committee meetings; all current directors attended last year’s virtual annual meeting.
- Board structure: Separate Chair and CEO; standing committees include Executive, Audit, Compensation and Human Capital, Corporate Governance/Nominating, Credit Risk, and Risk; charters available online.
- Executive sessions: Independent directors regularly meet in executive session; used for candid discussions with management/third parties.
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 62,000 | Annual director cash retainer is $50,000; committee member retainers are Audit $8,000; Comp & Human Capital $6,000; Corporate Governance/Nominating $6,000; Credit Risk $6,000; Risk $6,000; Chairs receive additional retainers (not applicable to Copeland). |
| Stock Awards (Grant-date Fair Value) | 57,897 | Annual director equity grant is restricted stock or RSUs of $60,000; Copeland had 1,299 unvested awards/RSUs outstanding at 12/31/2024. |
| All Other Compensation | 3,699 | Includes dividends/dividend equivalents on restricted stock/RSUs. |
| Total | 123,596 | Sum of cash, equity, other comp. |
Performance Compensation
- Director compensation structure is disclosed as cash retainers plus annual restricted stock/RSU grants; no performance-based metrics are disclosed for director pay.
- Relevant executive incentive plan metrics (oversight context for Compensation & Human Capital Committee):
| Metric (Corporate Goals 2024) | Threshold | Target | Stretch | Weight | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| PTPP ROA (%) | 1.27% | 1.49% | 1.64% | 30% | 1.47% | 95.45% |
| Adjusted Efficiency Ratio (%) | 64.60% | 62.30% | 60.04% | 25% | 62.29% | 100.22% |
| Total Operating Revenue ($mm) | 593.7 | 615.6 | 645.8 | 15% | 614.8 | 98.09% |
| NPA/Assets – Percentile vs Peers | 25th | 50th | 75th | 10% | 86th percentile | 150% (cap) |
- Long-term performance units (executive plan) tied to ROATCE and TSR vs peers (50/50 weighting, 25th/50th/75th percentiles with 50%/100%/150% payout); 2022–2024 cycle vested at 144% of target.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in proxy biography for Copeland. |
| Non-profit/academic boards | Cleveland Clinic (Trustee); AARP (Director) |
| Potential interlocks with competitors/suppliers/customers | Prior executive roles at KeyBank/KeyCorp; no current public company bank directorships disclosed. |
Expertise & Qualifications
- Banking and executive leadership; corporate responsibility, DEI, philanthropy and community engagement; relevant for Compensation & Human Capital and Credit Risk oversight.
- Graduate education (Ohio State University), STEM undergraduate degree (Hampton University), honorary doctorate; broad civic/board experience.
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 3,747 | Includes restricted stock with voting but not investment power. |
| Ownership as % of outstanding | <1% | Outstanding shares: 34,485,045 as of 3/14/2025. |
| Restricted stock included in beneficial ownership | 1,299 | Voting rights, not investment power. |
| Unvested stock awards/RSUs outstanding (12/31/2024) | 1,299 | As disclosed in director comp footnote. |
| Shares pledged as collateral | None disclosed for Copeland (pledge noted only for Layman). | |
| Ownership guideline | 5x annual cash retainer for non-employee directors; all non-employee directors exceeded guidelines as of 3/14/2025. |
Governance Assessment
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Committee roles align with her background: DEI/human capital and credit risk oversight; independence status supports robust governance.
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Engagement signals: Board-level attendance >80% and full director participation in the annual meeting; supports investor confidence in oversight diligence.
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Pay-for-performance oversight: Compensation & Human Capital Committee uses diversified metrics (PTPP ROA, efficiency ratio, revenue, credit quality), capped payouts, clawbacks, double-trigger CIC; robust ownership guidelines increased for 2025.
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Conflicts and related-party exposure: Policies restrict related-party transactions to normal banking relationships on market terms; no Copeland-specific related-party transactions disclosed.
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Risk indicators: Insider trading policy prohibits hedging and pledging (except grandfathered); no pledges disclosed for Copeland; no legal proceedings/red flags identified in proxy.
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RED FLAGS: None disclosed specific to Copeland (no chair entrenchment, no pledging, no attendance issues, no related-party transactions).