Sherrey L. Luetjen
BANNERAbout Sherrey L. Luetjen
Executive Vice President, General Counsel, Ethics Officer, and Secretary at Banner Corporation and Banner Bank; age 53 as of December 31, 2024. Joined Banner in 2019 as Senior Vice President and Assistant General Counsel, promoted to current role in 2021; oversees all legal functions and serves as Ethics Officer reporting to the Audit Committee . Education: JD and MBA (University of Washington) and BA (Seattle University) . Company performance context used in executive incentives: 2024 Adjusted Efficiency Ratio 62.29%, Pretax Pre-provision ROA 1.47%, ROATCE 12.90%, and cumulative TSR value of $100 invested at $143.48; revenues $608.6M and net income $168.9M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Banner Corporation/Banner Bank | SVP & Assistant General Counsel | 2019–2021 | Transitioned into leadership; prepared to assume GC and Ethics Officer roles |
| Banner Corporation/Banner Bank | Executive Vice President, General Counsel, Ethics Officer, Secretary | 2021–Present | Leads legal function; ethics program oversight and reporting to Audit Committee |
| BlackRock, Inc. | Director and later Managing Director, Legal & Compliance | 2007–2018 | Led complex legal/compliance in global asset management |
| Private Investment Advisory Firm | Associate General Counsel | Pre-2007 | Broadened in-house counsel experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Arboretum Foundation | Director; Board Chair (2 years within 9 years total service) | ~9 years | Non-profit governance; community engagement |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $379,500 | $392,783 |
| Salary actually paid ($) | — | $390,015 |
| Target Bonus (% of eligible earnings) | — | 50% |
| Actual Bonus Paid ($) | — | $207,787 |
Performance Compensation
| Metric | Weighting | Target | Actual (2024) | Payout vs Target |
|---|---|---|---|---|
| Pretax Pre-provision ROA (non-GAAP) | 30% | 1.49% | 1.47% | 95.45% |
| Adjusted Efficiency Ratio (non-GAAP) | 25% | 62.30% | 62.29% | 100.22% |
| Total Operating Revenue (non-GAAP) | 15% | $615.6M | $614.8M | 98.09% |
| NPA/Total Assets relative to peers | 10% | 50th percentile | 86th percentile | 150% (capped) |
| Individual Goals (Luetjen) | 20% | — | Above target | 116% |
| Total EIP Outcome (Luetjen) | — | — | — | 107% of target; bonus $207,787 |
Performance unit plan (LTI): 2024–26 PSU metrics are 50% ROATCE and 50% TSR with threshold/target/stretch at 25th/50th/75th percentile; payouts 50%/100%/150% of target; negative absolute TSR caps TSR vesting at 100% . The 2022–24 PSU cycle vested at 144% (ROATCE 69th percentile; TSR 75th percentile) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 14, 2025) | 7,958 shares; includes 1,957 RSUs vesting within 60 days |
| % of Shares Outstanding | ~0.023% (7,958 / 34,485,045) |
| Unvested Time-based RSUs | 4,215 units; $281,436 MV at $66.77 (12/31/24) |
| Unearned PSUs (target) | 5,873 units; $392,140 payout value at target |
| Stock Options Outstanding | None |
| 2024 Stock Vested | 1,792 shares; value realized $87,927 |
| Dividends/Dividend Equivalents (2024) | $6,704 |
| Ownership Guidelines | EVP: 2x base salary; directors 5x retainer; CEO 6x; CFO/COO/CSAO: 3x (2025 change) |
| Compliance Status | Company reports majority of executives exceed guidelines; individual compliance for Luetjen not disclosed |
| Hedging/Pledging | Prohibited (except legacy pledges); none disclosed for Luetjen |
Vesting schedules:
- Time-based RSUs vest ratably over 3 years from grant date (grants on 3/31/2022, 4/3/2023, 4/1/2024); 2024 grant size: 2,472 time-based RSUs .
- PSUs vest after 3-year performance cycles; 2024 grant target: 2,472 PSUs (threshold 1,236; max 3,708) .
Employment Terms
| Provision | Luetjen Terms |
|---|---|
| Severance (no change in control) | 1.0x base salary paid over 12 months; 12 months COBRA reimbursement |
| Change-in-Control (double-trigger) | 2.0x base salary + target annual cash incentive (lump sum); pro-rated bonus; 18 months COBRA reimbursement |
| Equity Vesting | Double-trigger for equity (CoC plus involuntary separation or good reason within 12 months); acceleration on death/disability |
| Illustrative Benefits (as of 12/31/24) | Involuntary termination: $619,223; Involuntary termination post-CoC: $1,419,812; accelerated equity (death/disability/CoC assumption at max) $869,646 |
| Clawback | Compensation Recovery Policy effective 12/1/2023; mandatory recovery of erroneously awarded incentive comp for 3-year lookback; plan-level clawbacks for misconduct/restatements |
| Insider Trading | Prohibitions on hedging, short sales, public options, margin accounts, pledging (legacy exception only) |
| Stock Ownership Guidelines | EVP multiple 2x base salary; retention of net shares until guideline met |
Investment Implications
- Pay-for-performance alignment: 2024 bonus paid at 107% of target with corporate metrics near target or above (efficiency ratio exceeded target; relative credit quality strong), and PSUs tied to ROATCE/TSR with relative caps; indicates disciplined incentive design focused on profitability, efficiency, and risk-adjusted performance .
- Retention risk: Standard severance (1x salary) and CoC protection (2x salary + target bonus, 18 months COBRA) are market-typical; double-trigger equity reduces windfall risk and suggests moderate retention incentives without excessive parachutes .
- Ownership alignment: Beneficial ownership is small (<0.05%), but ongoing RSU/PSU grants, dividend equivalents, and 2x salary ownership guideline provide increasing alignment; anti-hedging/pledging and clawback policies strengthen governance and reduce misalignment risk .
- Execution track record: As GC and Ethics Officer, Luetjen’s role is governance and risk oversight; company performance used in incentives (ROATCE 12.90%, Adjusted Efficiency 62.29%, revenues $608.6M, net income $168.9M) reflects a stable super-community bank model and supports sustainable incentive payouts .
Key risk indicators: No disclosed personal pledging or hedging; robust clawback and ownership guidelines; standard severance/change-in-control terms. No related-party transaction concerns disclosed for Luetjen; ethics oversight responsibilities further mitigate conduct risk **[946673_0000946673-25-000018_banr-20250409.htm:34]** **[946673_0000946673-25-000018_banr-20250409.htm:36]** **[946673_0000946673-25-000018_banr-20250409.htm:58]**.