Millicent Tracey
BANNERAbout Millicent Tracey
Independent director appointed to Banner Corporation’s Board on September 1, 2025; serves on the Corporate Governance/Nominating and Risk Committees. Tracey brings 20+ years in banking, payments, and fintech, including senior leadership at Wells Fargo focused on payments APIs; she holds a J.D. from Mitchell Hamline School of Law and a B.A. from the University of Wisconsin–Madison. Banner determined she is independent under NASDAQ rules, with no related-party transactions requiring disclosure at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo | Senior Vice President, Payments API Product Manager | 2014–2019 | Led B2B digital payments/API product strategy; prior 19+ years at Wells Fargo in Bay Area . |
| Afinis (Nacha innovation arm) | Fintech Advisor | 2019–2023 | Advised on fintech standards and innovation . |
| California BanCorp (Nasdaq: CALB) and California Bank of Commerce | Director | 2021–2024 | Public company board experience in banking; exited 2024 . |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Privately-held fintech company | Board Director | Current | Brings fintech insights potentially relevant to Banner’s technology/cyber strategy . |
Board Governance
- Current Banner Board structure: separate Chair and CEO; Board held 13 meetings in 2024; each director attended >80% of total Board and committee meetings on which they served .
- Committees and charters: Executive; Audit; Compensation and Human Capital; Corporate Governance/Nominating; Credit Risk; Risk; charters available online .
- Independence: As of March 14, 2025, 10 of 11 directors were independent; Tracey was later appointed and affirmatively deemed independent (Board size increased to 12 effective Sep 1, 2025) .
- Cyber/risk oversight: Risk Committee reviews enterprise-wide risk incl. technology/cyber; Board annually reviews Information Security Program and follows FFIEC/ISO frameworks .
- Executive sessions and ethics: Regular executive sessions among independent directors; Code of Ethics covers conflicts, insider trading, and reporting channels managed by Ethics Officer .
Fixed Compensation
| Component | Amount/Term | Detail |
|---|---|---|
| Annual cash retainer | $55,000 | Standard non-employee director cash retainer effective at her appointment . |
| Annual RSU award | $65,000 grant date fair value (prorated Sep 1, 2025–May 20, 2026) | RSUs prorated for first partial service year . |
| Committee membership fees | $6,000 per committee (Corporate Governance/Nominating; Risk) | Committee retainers per 2025 proxy director compensation policy . |
| Director equity grant practice | Annual $60,000 restricted stock/RSU (policy baseline) | Baseline policy for non-employee directors; Tracey’s 8-K reflects updated amounts . |
| B&O tax reimbursement (WA) | Policy to reimburse/pay director B&O tax | Reflected in “All Other Compensation”; policy applies to WA directors . |
| Deferred fee program | Available | Directors may defer fees via nonqualified deferred compensation plan; grantor trust held assets; unsecured claim status . |
Performance Compensation
- Banner does not disclose performance-conditioned compensation for non-employee directors; director equity grants are time-based RSUs/restricted stock. Performance metrics (PTPP ROA, Adjusted Efficiency Ratio, Total Operating Revenue, NPA/Assets) govern executive incentives, not director pay .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Note |
|---|---|---|---|
| California BanCorp (CALB) | Director | 2021–2024 | No current public-company board overlap; ended 2024 . |
| Private fintech company | Director | Current | Potential vendor/customer exposure would be screened under Banner’s related-party/conflict policies; none disclosed at appointment . |
Expertise & Qualifications
- Fintech/payments strategy; B2B digital payments; API products; cybersecurity and fraud mitigation .
- Legal training (J.D.); governance exposure across banking and fintech .
- Board skills align with Banner’s matrix emphasis on IT/cybersecurity, risk management, and corporate governance best practices .
Equity Ownership
| Item | Status | Detail |
|---|---|---|
| Initial beneficial ownership filing | Form 3 filed Sept 8, 2025 | Initial statement of beneficial ownership filed upon appointment; specific share counts not disclosed in proxy/8-K . |
| Ownership guidelines | 5x annual cash retainer for non-employee directors | Directors have 5 years to meet; retention requirements on net shares until compliance . |
| Hedging/pledging | Prohibited (except pre-existing pledges) | Insider trading policy bans hedging, option transactions, and pledging; exceptions only for pledges predating policy . |
Governance Assessment
- Strengths: Independent appointment; deep fintech and cyber risk expertise directly relevant to Risk Committee oversight; clear independence determination with no Item 404(a) related-party transactions at appointment .
- Alignment: Equity grants and ownership guidelines (5x retainer) support skin-in-the-game and long-term alignment; deferred fee option allows tax-efficient alignment over time .
- Board effectiveness: Placement on Corporate Governance/Nominating and Risk Committees leverages legal/fintech background to Board refreshment, director education, and enterprise risk management .
- RED FLAGS: None disclosed at appointment—no related-party transactions, no family relationships, and independent status affirmed; attendance for 2024 not applicable due to 2025 appointment .
Insider Filings & Trades
| Date | Form | Summary |
|---|---|---|
| 2025-09-08 | Form 3 | Initial statement of beneficial ownership filed for Millicent C. Tracey as Director; details available via EDGAR link . |
Committee Assignments
| Committee | Role | Notes |
|---|---|---|
| Corporate Governance/Nominating | Member | Oversees Board evaluation, governance guidelines, ESG framework, director education . |
| Risk | Member | Oversees enterprise risk including technology/cyber; reviews ESG risk management . |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approved by >96% of shares present; Board viewed outcome as confirmation of program alignment. 2025 proposals included declassification to one-year terms and ESPP approval; specific 2025 vote outcomes for director elections/say-on-pay not cited in provided filings .
Related-Party Transactions & Conflicts
- Banner policies prohibit related-party transactions except normal banking relationships; conflicts monitored via annual questionnaires, Regulation O compliance, and EthicsPoint reporting; Tracey had no Item 404(a) transactions at appointment .
Compensation Structure Analysis
- Directionally positive governance signals: modest increase in director cash/RSU baseline ($55k/$65k) vs. prior $50k/$60k; continued use of equity, no option repricing, clawbacks in place for executives and Compensation Recovery Policy consistent with NASDAQ listing standards .
- No director-specific guaranteed or discretionary bonuses disclosed; committee fees align with peer norms and Banner policy .
Employment & Contracts
- As a non-employee director, no employment agreement; compensation per standard non-employee director policy .
Performance & Track Record (Board Context)
- Board/committee workload: 2024 Board met 13 times; Audit met 9; Risk met 5; Credit Risk met 4—Tracey’s attendance metrics will be tracked beginning 2025–2026 .
Fixed Compensation – Detailed Table
| Component | Amount | Term/Date | Source |
|---|---|---|---|
| Cash retainer | $55,000 | Annual, starting 2025 appointment | |
| RSU grant | $65,000 FV | Prorated 9/1/2025–5/20/2026 | |
| Committee fees | $6,000 per committee | Corporate Governance/Nominating; Risk | |
| Equity grant practice (policy) | $60,000 | Annual director RSU/restricted stock baseline | |
| B&O tax reimbursement | Policy in place | Washington State directors’ fees subject to B&O tax; reimbursed by Banner | |
| Fee deferral | Available | Nonqualified deferred comp plan and grantor trust |
Equity Ownership – Policy Table
| Policy Element | Requirement | Compliance Mechanics |
|---|---|---|
| Director stock ownership | 5x annual cash retainer | 5-year compliance period; 75% net shares retained until guideline met; time-based RSUs count, performance-based do not . |
| Hedging/pledging | Prohibited (except pre-existing pledges) | No short sales, options, hedging; no margin accounts or pledging, except grandfathered pledges . |
Governance Quality Summary
- Independence and committee placement reduce conflict risk and strengthen oversight in governance and risk domains .
- Strong governance framework (separate Chair/CEO, robust committee charters, cybersecurity oversight, Code of Ethics) supports investor confidence .
- Compensation aligns with market norms; equity plus ownership guidelines enhance alignment; absence of related-party transactions at appointment is a positive governance signal .