Mark J. Grescovich
BANNERAbout Mark J. Grescovich
President and CEO of Banner Corporation and Banner Bank since August 2010; director since 2010; age 60 as of December 31, 2024; BBA in Finance (Miami University), MBA in Finance (University of Akron) . Under his leadership, Banner’s assets expanded from $4.7B in 2010 to more than $15B with a footprint of 135+ locations across four states . 2024 performance highlights: revenues $608.6M, net income $168.9M, NIM 3.75%, efficiency ratio 64.33%, cash dividends $1.92/share; ROATCE used for incentive design was 12.90% while 5‑yr cumulative TSR index reached 143.48 vs. 130.96 for the KBW Regional Bank Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Banner Corporation / Banner Bank | President & CEO; Director | 2010–present | Grew assets from $4.7B to >$15B; expanded to 135+ locations across four states |
| FirstMerit Corp. / FirstMerit Bank, N.A. | EVP & Chief Corporate Banking Officer (responsible for commercial and regional lines); previously Chief Credit Officer and other corporate/commercial roles | 1994–2010 (CCBO 2007–2010) | Led commercial and regional businesses; deep credit/risk expertise |
| Sequoia Financial Group, Inc. | Managing Partner, Corporate Finance | Pre‑1994 | Capital markets and corporate finance experience |
| Society National Bank (Cleveland) | Commercial/corporate lending officer and credit analyst | Pre‑1994 | Credit underwriting and lending experience |
External Roles
No current external public-company directorships disclosed in the proxy. Mr. Grescovich serves as a director only of Banner Corporation and Banner Bank .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 893,547 | 924,821 used for bonus target; base rate increased to 931,383 (+3.5%) |
| All Other Compensation ($) | 214,501 | 147,457 (401k match $13,800; dividends/div. equiv. $123,011; life insurance $7,242; club dues $390; car allowance $2,714; other $300) |
Notes: Director fees are not paid to the CEO; the director compensation table excludes Mr. Grescovich .
Performance Compensation
Annual Incentive (Executive Incentive Plan) – 2024
- Target bonus: 100% of eligible earnings (CEO) .
- Corporate goals 80% weight; individual goals 20% weight .
| Corporate Metric | Weight | Threshold | Target | Stretch | 2024 Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| PTPP ROA (non‑GAAP) | 30% | 1.27% | 1.49% | 1.64% | 1.47% | 95.45% |
| Adjusted Efficiency Ratio (non‑GAAP) | 25% | 64.60% | 62.30% | 60.04% | 62.29% | 100.22% |
| Total Operating Revenue ($M, non‑GAAP) | 15% | 593.7 | 615.6 | 645.8 | 614.775 | 98.09% |
| NPA/Assets (Relative to Peer Percentile) | 10% | 25th | 50th | 75th | 86th percentile | 150% (capped) |
Total annual incentive payout (CEO): $933,177, equal to 101% of target; includes corporate component $771,333 and individual component $161,844 (88% of target) .
Key plan features: diversified absolute and relative metrics; clawback applies; committee discretion noted but results followed the formula in 2024 .
Long‑Term Incentive (LTI)
Design and 2024 grants:
- CEO target LTI: 130% of base salary (52% time‑based RSUs, 78% PSUs) .
- 2024 grants (4/1/2024): Time‑based RSUs 10,162 units (3‑yr ratable vesting); PSUs threshold/target/max 7,622/15,243/22,865 (3‑yr performance, relative ROATCE 50% + relative TSR 50%; negative absolute TSR caps vesting at 100% on the TSR leg) .
- 2024 aggregate grant date fair value (CEO): $1,176,809 .
Performance realization:
- 2022–2024 PSU cycle vested at 144% of target (ROATCE 69th percentile → 138%; TSR 75th percentile → 150%) .
Governance:
- No stock options outstanding for NEOs; repricing/cash buyouts of underwater options not permitted .
- Dividend equivalents accrue but pay only upon vesting; no voting rights on unvested units .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 176,685 shares (includes 8,606 RSUs vesting within 60 days) |
| Ownership as % of Outstanding | ~0.51% (=176,685 / 34,485,045 shares outstanding as of Mar 14, 2025) |
| Unvested Time‑based RSUs (12/31/24) | 18,159 units; market value $1,212,476 at $66.77 |
| Unearned PSUs at Target (12/31/24) | 38,728 units; market value $2,585,869 at $66.77 |
| Options | None outstanding |
| Pledging/Hedging | Hedging and pledging prohibited (legacy pledge exceptions only); no pledge footnote for the CEO in ownership table |
| Ownership Guidelines | CEO: 6x base salary; as of Mar 14, 2025, Mr. Grescovich exceeded the requirement |
Vesting cadence and near‑term supply:
- Time‑based RSUs vest in equal annual tranches over three years from grant dates (Mar 31, 2022; Apr 3, 2023; Apr 1, 2024) .
- 8,606 RSUs scheduled to vest within 60 days of the Mar 14, 2025 record date, indicating modest near‑term vesting supply .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | In place; annually extendable |
| Termination Without Cause | Lump sum = 2x (annual salary + target bonus); continuation of health and welfare benefits for 24 months; earned but unpaid bonus paid |
| Change‑in‑Control (Double Trigger, within 24 months) | Lump sum = 3x (annual salary + target bonus); continuation of health and welfare benefits for 36 months; earned but unpaid bonus paid; payments limited by IRC 280G (no excise tax gross‑ups) |
| Clawback | Three‑year mandatory recovery policy conforming to Nasdaq/SEC; incentive plans also include misconduct/restatement recovery and recovery for materially inaccurate results |
| Insider Trading / Hedging & Pledging | Hedging and pledging prohibited; margin accounts prohibited (legacy pledges grandfathered only) |
| Severance Plan (Non‑CEO context) | Executive Severance & CIC Plan covers other executives with 1x or 2x salary plus target bonus, and COBRA, depending on timing vs CIC (for context) |
Board Service and Governance
- Board service: Director since 2010; committee memberships: Executive, Credit Risk, and Risk .
- Dual‑role implications: CEO is not Board Chair; roles have been separated since 1995, with 10 of 11 directors independent—supporting independence and oversight .
- Board/committee activity: 13 board meetings in 2024; each director attended >80% of meetings; regular executive sessions of independent directors .
- Director compensation: Non‑employee directors receive cash retainers and RSUs; CEO is excluded from director fees (compensated via executive pay program) .
- Say‑on‑Pay: Approved by >96% in 2024 (FOR 26,533,137; AGAINST 1,012,189; ABSTAIN 34,104; broker non‑votes 1,485,203) .
Performance & Track Record (Context for Pay‑for‑Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($M, GAAP) | — | 620.4 | 608.6 |
| Net Income ($M, GAAP) | 195.378 | 183.624 | 168.898 |
Additional indicators:
- 2024 NIM 3.75%, efficiency ratio 64.33% (62.29% adjusted used for incentives); core deposits 89% of total; dividends $1.92 per share .
- 5‑yr cumulative TSR index: 143.48 for BANR vs. 130.96 KRX peer index (base 100 at 12/31/2019) .
Compensation Committee, Peer Group, and Practices
- Independent Compensation and Human Capital Committee (members: E. Boyer – Chair; C. Collingsworth; M. Copeland; R. Herencia; K. Riordan) .
- Independent consultant: Pearl Meyer; benchmarking to market median; annual charter and program review .
- 2024 peer group (20 regional banks; size criteria 50–200% of assets): includes Ameris, Atlantic Union, CVB, FB Financial, First Interstate, Glacier, Pacific Premier, Renasant, Trustmark, UCBI, WesBanco, and others (full list in proxy) .
- Governance safeguards: no option repricing or cash buyouts; robust clawbacks; no hedging/pledging; stock ownership requirements (CEO: 6x base) .
Investment Implications
- Alignment strong: CEO target pay places 54% in performance‑based components; 2024 bonus paid near target (101%) with rigorous, diversified metrics and capped relative payouts; PSUs use relative ROATCE and TSR with a negative TSR cap—supporting shareholder alignment .
- Retention and change‑in‑control economics: Double‑trigger CIC multiple of 3x salary+target bonus is competitive but not excessive for regionals; no excise tax gross‑ups; robust clawback and ownership rules reduce governance risk .
- Selling pressure: Near‑term vesting (~8.6K RSUs within 60 days of Mar 14, 2025) and three‑year RSU cadence suggest manageable supply; no stock options outstanding; hedging/pledging prohibited—lowering forced‑sale risk .
- Track record: Multi‑year profitability with elevated efficiency focus; 5‑yr TSR outperformed the KRX regional bank index through 2024; dividend maintained at $1.92/share in 2024—supportive of total return profile .
- Governance quality: Split CEO/Chair, 91% board independence, regular executive sessions, high say‑on‑pay support (>96%)—all positive for oversight and compensation stewardship .