Roberto R. Herencia
BANNERAbout Roberto R. Herencia
Independent Board Chair of Banner Corporation (BANR), age 65, serving since 2016 with 100% attendance at Board and assigned committee meetings over the past three years, reflecting high engagement and preparation . He is a seasoned bank executive and investor with prior CEO roles and extensive credit, risk, M&A, and strategic planning expertise; education includes a B.S. in Finance (Georgetown) and an MBA (Kellogg/Northwestern) . The Board is separated from management (independent Chair distinct from CEO), and Herencia is classified as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midwest Banc Holdings, Inc. | President & CEO | 2009–2010 | Led crisis-period restructuring; credit/risk oversight |
| Popular Inc. | Executive Vice President | Prior to 2009 | Senior leadership; credit/risk experience |
| Banco Popular North America (Popular Inc. subsidiary) | President | Prior to 2009 | US subsidiary leadership; strategic growth |
| The First National Bank of Chicago (now JPMorgan Chase) | Deputy Senior Credit Officer; Head of Emerging Markets Division | ~10 years (early career) | Credit leadership; emerging markets |
| U.S. International Development Finance Corporation | Director (Presidential appointment) | Appointed 2011 | Public-sector governance, development finance |
External Roles
| Company | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Byline Bancorp | BY | Chairman of the Board; CEO | Chair since 2013; CEO since Feb 12, 2021 | Active dual role (public bank) |
| First BanCorp (FirstBank Puerto Rico) | FBP | Chairman of the Board; Director | Since Oct 2011 | Public bank governance |
| BXM Holdings | Private | President & CEO | Current | Community bank investment fund |
Board’s view on outside commitments: Herencia maintains perfect attendance and active engagement; Board concludes his roles at BY and FBP do not impede his effectiveness at BANR .
Board Governance
- Role: Board Chair; independent director .
- Committee assignments: Compensation & Human Capital; Corporate Governance/Nominating; Credit Risk; Executive (Chair) .
- Board structure: Independent Chair separate from CEO; 91% of directors independent (10/11) .
- Meetings and attendance: Board held 13 meetings in 2024; each director attended >80% of Board and committee meetings; Herencia reported 100% attendance over last three years .
- Committee activity (2024 meeting counts): Audit (9); Compensation & Human Capital (5); Corporate Governance/Nominating (6); Credit Risk (4); Risk (5); Executive (0) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive | Chair | 0 |
| Compensation & Human Capital | Member | 5 |
| Corporate Governance/Nominating | Member | 6 |
| Credit Risk | Member | 4 |
| Risk | Not listed | 5 (overall committee count) |
Governance processes include annual Board and individual director evaluations, executive sessions of independent directors, and active risk oversight via Risk and Credit Risk Committees .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $108,000 |
| Stock Awards (grant-date fair value) | $95,061 |
| All Other Compensation (incl. dividends/equivalents; WA B&O tax reimbursement) | $7,656 |
| Total | $210,717 |
Director pay structure:
- Annual cash retainer: $50,000; annual equity (RS/RSU): $60,000 .
- Committee membership retainers: Audit $8,000; Compensation $6,000; Governance $6,000; Credit Risk $6,000; Risk $6,000 .
- Chair retainers (paid 50% cash/50% equity): Board Chair $80,000; Audit Chair $20,000; other committee chairs $15,000 .
- Deferred fee program available; director deferred comp liability accrual $3.9M at 12/31/2024 (plan-wide) .
Performance Compensation (Program Oversight Signals)
Short-term Executive Incentive Plan (2024) – corporate metrics overseen by Compensation & Human Capital Committee:
| Metric | Threshold | Target | Stretch | Weight |
|---|---|---|---|---|
| PTPP ROA (%) | 1.27 | 1.49 | 1.64 | 30% |
| Adjusted Efficiency Ratio (%) | 64.60 | 62.30 | 60.04 | 25% |
| Total Operating Revenue ($mm) | $593.7 | $615.6 | $645.8 | 15% |
| NPA/Assets (relative to peers) | 25th pct | 50th pct | 75th pct | 10% |
Results (2024 corporate payout factors):
| Metric | Performance | Payout vs Target |
|---|---|---|
| PTPP ROA (%) | 1.47 | 95.45% |
| Adjusted Efficiency Ratio (%) | 62.29 | 100.22% (capped at calc level) |
| Total Operating Revenue ($000s) | $614,775 | 98.09% |
| NPA/Assets (relative) | 86th percentile | 150% (capped at plan max) |
Long-term Performance Units:
| Cycle | Metric | Weight | Threshold | Target | Stretch | Result |
|---|---|---|---|---|---|---|
| 2024–2026 | ROATCE (relative) | 50% | 25th pct | 50th pct | 75th pct | In progress |
| 2024–2026 | TSR (relative; cap at ≤100% if absolute TSR negative) | 50% | 25th pct | 50th pct | 75th pct | In progress |
| 2022–2024 | ROATCE (relative) | 50% | 25th pct | 50th pct | 75th pct | 69th pct; 138% allocation |
| 2022–2024 | TSR (relative) | 50% | 25th pct | 50th pct | 75th pct | 75th pct; 150% allocation |
| 2022–2024 Total | — | — | — | — | — | 144% of target vested |
Compensation governance features: independent consultant (Pearl Meyer), double-trigger CoC for execs, clawback policy aligned to SEC/Nasdaq, prohibition on hedging/pledging (with narrow grandfathered pledges), no option repricing or tax gross-ups; say-on-pay approval >96% in 2024 .
Other Directorships & Interlocks
| External Board | Sector | Potential Interlock Consideration |
|---|---|---|
| Byline Bancorp (Chair & CEO) | Banking | Overlap with another regional bank; time/attention and competitive insights monitored by BANR Governance Committee |
| First BanCorp (Chair) | Banking | Separate bank board; potential strategic perspective and reputational risk assessed via conflict and related-party policies |
Board explicitly evaluated and supports Herencia’s multi-board/executive commitments given perfect attendance, active participation, and assurance of continued commitment .
Expertise & Qualifications
- Extensive bank leadership (CEO, Chairman), credit and risk management, and M&A/integration experience; strategic planning credentials .
- Academic credentials: BS Finance (Georgetown), MBA (Kellogg/Northwestern) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Roberto R. Herencia | 15,762 | <1% (*) | Includes 2,166 restricted shares (voting, not investment power) |
Additional ownership context:
- Shares outstanding: 34,485,045 as of Mar 14, 2025 (record date) .
- Stock ownership guidelines: non-employee directors must hold 5x annual cash retainer; as of Mar 14, 2025 all 10 non-employee directors (including Herencia) met/exceeded requirements, with retention requirements until thresholds achieved .
- Insider trading policy prohibits hedging and pledging, except grandfathered pledges; no pledge disclosed for Herencia (pledge noted for another director) .
Governance Assessment
- Strengths: Independent Chair; 100% attendance and active engagement; deep risk/M&A expertise; robust committee coverage (Compensation, Governance, Credit Risk, Executive Chair); strong governance framework (independence, executive sessions, risk committees); director ownership guideline compliance .
- Compensation governance signals: independent consultant; clawback and recovery policy; double-trigger CoC; no tax gross-ups; no option repricing; strong say-on-pay support (96%+) .
- Potential red flags/monitoring items: Multiple significant external roles (Chair & CEO at BY, Chair at FBP) could create time/attention or competitive interlock concerns, though Board documents affirm strong attendance and engagement; continued monitoring of conflicts under BANR’s Code of Ethics and related-party frameworks is prudent .
- Related-party transactions: Policy limits transactions with insiders; normal banking relationships permitted under Regulation O with Board approvals; no Herencia-specific related-party transactions disclosed .
Overall, Herencia’s governance profile shows high engagement, independence, and relevant banking expertise, with appropriate oversight of potential conflicts through BANR’s governance processes and policies .