Paul J. Walsh
BANNERAbout Paul J. Walsh
Paul J. Walsh (age 56) has served as an independent director of Banner Corporation since 2022. He is currently Senior Vice President, Head of Digital, Engineering, and IT at Sony Interactive Entertainment, and previously held senior technology leadership roles at Adobe, Lenovo (Global Chief Digital Officer), Visa (Platform Strategy & Innovation), and Dell (Global CIO). He holds a BSc in Computer Science from Griffith College Dublin and brings deep digital, information security, and cybersecurity expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Interactive Entertainment | SVP, Head of Digital, Engineering & IT | 2022–present | Leads digital/engineering/IT; cybersecurity oversight expertise |
| Adobe | Executive-In-Residence | 2021–2022 | Advisory capacity; digital strategy |
| Lenovo | SVP & Global Chief Digital Officer | 2018–2020 | Enterprise digital transformation |
| Visa | SVP, Platform Strategy & Innovation | 2016–2018 | Platform strategy; fintech exposure |
| Dell | Global Chief Information Officer | 2013–2015 | Enterprise IT leadership and security governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sony Interactive Entertainment | SVP, Head of Digital, Engineering & IT | 2022–present | Current operating role |
| Various (unspecified) | Advisory board member | N/A | Experienced advisory board member; specific entities not disclosed |
Board Governance
- Committee assignments: Audit; Risk .
- Independence: Board determined 10 of 11 directors are independent, including Walsh .
- Attendance: Board met 13 times in 2024; each director attended more than 80% of Board and committee meetings; all current directors attended last year’s virtual annual meeting .
- Committee activity levels (context for workload/engagement): Audit met 9 times; Risk met 5 times in 2024 .
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; as of March 14, 2025 all non-employee directors exceeded the guideline .
- Governance practices and controls include executive sessions, clawbacks, insider trading/hedging prohibitions, and expanded director onboarding/education .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($, grant date fair value) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 64,000 | 57,897 | 3,699 | 125,596 |
- Director fee structure: Annual cash retainer $50,000; committee retainers—Audit $8,000, Risk $6,000; annual director equity grant $60,000 in restricted stock or RSUs; chair premiums apply to chairs only (Walsh is not a chair) .
- Deferred fees: Directors may elect to defer fees under nonqualified plans; plan details and liabilities disclosed (program, not individual elections for Walsh) .
Performance Compensation
- Directors receive time-based restricted stock/RSUs (no disclosed performance metrics for director equity). Unvested RSUs outstanding for Walsh at year-end 2024: 1,299 units .
- Clawbacks apply to incentive compensation and a Nasdaq-compliant Compensation Recovery Policy mandates recovery of erroneously awarded executive incentive-based compensation (policy disclosure; director equity subject to plan terms) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | N/A | N/A | No current public company directorships disclosed for Walsh . |
- Interlocks/conflicts: No related-party transactions disclosed involving Walsh; Banner’s Code of Ethics and related-party transaction policies restrict conflicts and require ongoing disclosure and monitoring .
Expertise & Qualifications
- Strong technology, information security, cybersecurity, and digital leadership credentials; advisory board experience highlighted by the Corporate Governance/Nominating Committee as part of ensuring board capability in cyber oversight .
- Board’s cybersecurity governance framework includes Risk Committee oversight, alignment to FFIEC/ISO frameworks, incident response, and third-party testing—areas aligned with Walsh’s domain expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs vesting within 60 days | % of Shares Outstanding |
|---|---|---|---|
| Paul J. Walsh | 3,747 | 1,299 | ~0.011% (3,747 / 34,485,045) |
- Pledging/hedging: Insider policy prohibits hedging and pledging (with limited grandfathered exceptions); no pledges disclosed for Walsh (pledge note applies to another director) .
- Ownership guideline compliance: Non-employee directors (including Walsh) exceeded the 5x retainer guideline as of the record date .
Governance Assessment
- Board effectiveness: Walsh strengthens technology and cyber risk oversight across Audit and Risk—highly relevant to bank operational resilience and disclosure controls .
- Independence and engagement: Independent status, >80% attendance, and committee participation support investor confidence in oversight quality .
- Alignment: Mix of cash plus equity with mandatory stock ownership (5x retainer) and prohibition of hedging/pledging indicate alignment with shareholder interests; Walsh exceeds ownership guideline .
- Compensation structure: Director equity is time-based (no performance metrics), limiting pay-for-performance signal at the director level; however, Banner’s broader compensation governance (clawbacks, no repricing, no tax gross-ups) reduces red-flag risk .
- Potential conflicts: Current operating role at Sony does not present disclosed related-party exposure with Banner; related-party policies are robust and no Walsh-specific transactions are reported .
- Shareholder sentiment: Say-on-pay approval >96% in 2024 reflects broad shareholder support for compensation practices, indirectly supporting governance credibility .
RED FLAGS: None disclosed specific to Walsh. No pledging/hedging by Walsh; no related-party transactions; attendance thresholds met; independent status confirmed .