Robert G. Butterfield

About Robert G. Butterfield

Robert G. Butterfield is Executive Vice President, Chief Financial Officer, and Treasurer of Banner Corporation and CFO of Banner Bank. He became Bank CFO in April 2023 and Company CFO in October 2023; he joined Banner in 2015 after roles as an auditor at a national firm and financial leadership posts (controller/principal accounting officer) at two community banks. He is a Certified Public Accountant with a B.A. in Accounting from Eastern Washington University and is a graduate of Pacific Coast Banking School; he also serves on the board of Spokane Habitat for Humanity. As of December 31, 2024, he was 56. In 2024, Banner delivered revenues of $608.6 million (vs. $620.4 million in 2023), net income of $168.9 million (vs. $183.6 million), ROAA of 1.07%, and an efficiency ratio of 64.33%; the company’s 2024 TSR value of a $100 investment was $143.48, outpacing the KBW Regional Bank Index proxy (KRX) at $130.96 .

Past Roles

External Roles

Fixed Compensation

• Base salary rate increased 3.5% in 2024 (to $429,525 from $415,000 in 2023) following his 2023 promotion .

All Other Compensation (2024 detail):

• 401(k) match: $13,800; dividends/dividend equivalents on RS/RSUs: $6,364; other (tech/mobile): $600 .

Multi-year compensation (SCT):

Performance Compensation

Short-term (Annual) Incentive – 2024:

Corporate performance metrics (2024 EIP):

Long-term incentives (equity) – 2024 grants:

Additional LTI structure and governance:

• Time-based RSUs vest one-third annually for three years starting on grant date (4/1/2024 awards). Dividend equivalents accrue but are payable only upon vesting; unvested units have no voting rights .
• No stock options are outstanding or currently issued under policy; option repricing/cash buyouts are prohibited .

Equity Ownership & Alignment

Beneficial ownership and unvested equity:

Ownership policies and alignment levers:

• Stock ownership guideline for CFO: 3x base salary (effective 2025). Executives have five years to comply; must retain 50% of net shares acquired until threshold is met. Unvested time-based RSUs count toward the guideline; unvested performance units do not .
• Hedging and pledging are prohibited (except grandfathered pledges predating policy) .
• Dividend equivalents accrue on RSUs and are paid only upon vesting .
• As of record date, management notes not all executives have yet met the guideline if in role <5 years; progress is expected within the five-year window .

Employment Terms

Severance and change-in-control (CIC):

• Butterfield participates in the Executive Severance and CIC Plan. If terminated without cause outside the CIC “Covered Period,” benefits equal 1x base salary paid over 12 months plus 12 months of COBRA reimbursement. If terminated without cause or for good reason within six months before or 24 months after a CIC (double-trigger), benefits equal 2x base salary plus target annual cash incentive (lump sum), plus pro-rated bonus and 18 months of COBRA reimbursement .
• Potential payments as of 12/31/2024 (assumes scenarios per proxy methodology): | Scenario | Cash/Benefits ($) | Equity acceleration ($) | |---|---:|---:| | Involuntary termination (no CIC) | 687,927 | — | | Involuntary termination following CIC | 1,633,225 | 954,978 (assumes maximum PSU vesting per proxy convention) | | Death or Disability | — | 954,978 |

Equity acceleration and triggers:

• Equity awards accelerate only upon a double-trigger in a CIC (CIC plus qualifying termination within 12 months); death or disability also accelerates awards .

Clawbacks and insider trading controls:

• Robust clawback provisions in incentive plans; additionally, a Compensation Recovery Policy (effective Dec 1, 2023) compliant with Nasdaq/SEC mandates recovery of erroneously awarded incentive-based compensation for the three years preceding a restatement .
• Insider trading policy prohibits short sales, transactions in derivatives/hedging, and pledging (grandfathering limited pre-policy pledges) .

Deferred compensation:

Investment Implications

• Pay-for-performance alignment: 2024 annual bonus paid at 106% of target, driven by mostly near-target corporate results and above-target individual performance, with diversified metrics (PTPP ROA, efficiency, revenue, and asset quality vs peers). LTI split between time-based RSUs and performance units tied to ROATCE and relative TSR reinforces multi-year alignment and relative benchmarking .
• Retention and CIC economics: Participation in the bank’s Executive Severance and CIC Plan with a 2x base plus target bonus double-trigger payout and equity acceleration only on a double-trigger provides retention but moderates windfall risk; outside CIC, severance is 1x salary paid over 12 months plus COBRA reimbursement .
• Ownership and selling pressure: Beneficial ownership is modest (7,253 shares; <1%), but unvested equity is meaningful (6,075 time-based RSUs and 5,485 target PSUs). Time-based awards vest one-third annually over three years from grant, implying a steady cadence of future vesting events that may create periodic liquidity, though retention requirements require holding 50% of net shares until the 3x-salary guideline is met .
• Governance risk mitigants: No options outstanding or issued; no option repricing; prohibitions on hedging/pledging; robust clawback policy; and use of peer-based relative metrics reduce agency and governance risks .
• Execution context: As CFO since 2023, Butterfield’s tenure coincides with stable profitability and disciplined expense control (ROAA 1.07%, efficiency 64.33% in 2024), while TSR outperformed the regional bank index proxy in 2024—supportive of incentive outcomes near target and a balanced risk posture going into future cycles .