Terry S. Schwakopf
BANNERAbout Terry S. Schwakopf
Independent director at Banner Corporation since 2018 with extensive bank regulatory supervision experience from a 23-year career at the Federal Reserve Bank of San Francisco (EVP overseeing banking supervision across nine western states). She served as Independent Senior Advisor to Deloitte’s banking practice from 2007 through February 2025, and has additional banking and fintech risk expertise; age disclosures show 69 as of December 31, 2020 and 71 as of December 31, 2022, with tenure on Banner’s board >7 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of San Francisco | Executive Vice President; overall responsibility for banking supervision in nine western states | 23-year career (prior to 2007) | Oversaw supervision of state member banks and bank/financial holding companies; additional oversight of community affairs, public information, corporate secretary, communications |
| Deloitte & Touche LLP (Banking practice) | Independent Senior Advisor | 2007–Feb 2025 | Advisory to banking clients; fintech and risk management expertise |
| Community banks (consulting) | Consultant | Prior to Federal Reserve career conclusion | Consulted to community banks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDB Bank | Director | Current as disclosed | Serves on board; external bank directorship |
| Blockchain Capital | Advisory Board Member | Current as disclosed | Venture capital fund advisory role |
| Bridge Bank / Bridge Capital Holdings | Director (prior) | Prior service | Former public company board experience |
| Nara Bank / Nara Bancorporation | Director (prior) | Prior service | Prior bank board roles |
| Rabobank, N.A. | Director (prior) | Prior service | Prior bank board role |
| Solar Mosaic | Board Advisor (prior) | Prior service | Advisor to solar financing platform |
| United Way of the Bay Area | Board | Prior service | Non-profit governance |
| WomenInc. | Recognition | 2019 | Most Influential Corporate Directors honoree |
Board Governance
- Independence: The Board determined 10 of 11 directors are independent, including Ms. Schwakopf, per Nasdaq rules in 2023, 2024, and 2025 .
- Committee assignments (timeline):
- 2021–2023: Corporate Governance/Nominating; Executive; Risk (Chair) .
- 2024–2025: Corporate Governance/Nominating; Risk (member) .
- Committee activity context:
- Risk Committee meetings: 8 (2022), 7 (2023), 5 (2024) .
- Credit Risk Committee meetings: 4 (2023) .
- Audit Committee meetings: 12 (2022), 8 (2023), 9 (2024) .
- Attendance and engagement:
- Board held 14 meetings in 2021; each director attended >80% of Board and applicable committee meetings (2021) .
- Board held 14 meetings in 2022; each director attended >75% of Board and applicable committee meetings (2022) .
- All current directors attended the prior year’s annual meeting (2024) .
- Executive sessions: Regular executive sessions among independent directors; used for candid deliberations and to meet with executives/third parties (2025) .
Fixed Compensation
- Compensation framework:
- 2020: Annual cash retainer $40,000; equity $50,000; $1,000 per committee meeting; chair retainers (Board $40k; Audit $20k; others $15k) .
- Effective Oct 1, 2021–2023: Annual cash retainer $45,000; equity $55,000; committee member retainers (Audit $8k; Comp & Human Capital $6k; Governance $5k; Credit Risk $6k; Risk $6k); chair retainers (Board $60k; Audit $20k; others $15k) .
- 2024: Annual cash retainer $50,000; equity $60,000; committee member retainers unchanged except Governance $6k; chair retainers (Board $80k; Audit $20k; others $15k). Chair retainers paid 50% cash/50% RSU/stock; fees cover both Banner Corporation and Banner Bank .
- Ms. Schwakopf’s cash fees:
- See table below for exact annual amounts.
Performance Compensation
- Director equity awards are restricted stock or restricted stock units; grants reported at FASB ASC 718 fair value. Unvested RSUs outstanding and dividends/dividend equivalents are disclosed; awards are not described as performance-based for directors, and stock ownership guidelines count only time-based awards toward compliance (performance-based do not count) .
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Stock Awards ($) | $56,331 | $65,216 | $63,839 | $57,897 | $57,897 |
| All Other ($) | $3,594 | $7,005 | $317 | $4,732 | $4,925 |
| Total Comp ($) | $119,258 | $136,846 | $128,656 | $124,254 | $124,822 |
| Component | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Fees Earned/Paid in Cash ($) | $59,333 | $64,625 | $64,500 | $61,625 | $62,000 |
| Equity Grant Type | RSU/Restricted Stock | RSU/Restricted Stock | RSU/Restricted Stock | RSU/Restricted Stock | RSU/Restricted Stock |
Other Directorships & Interlocks
- Current: IDB Bank (Director); Blockchain Capital (Advisory Board) .
- Prior: Bridge Bank/Bridge Capital Holdings; Nara Bank/Nara Bancorporation; Rabobank, N.A.; Solar Mosaic (board advisor) .
- Potential interlock signal: Concurrent service on another bank’s board (IDB Bank) may present market overlap considerations; Banner confirms independence per Nasdaq and maintains robust conflict-of-interest policies and annual questionnaires for directors .
Expertise & Qualifications
- Extensive bank regulatory supervision experience (Federal Reserve EVP) .
- Banking and fintech expertise; risk management expertise .
- Recognized as one of WomenInc.’s 2019 Most Influential Corporate Directors .
Equity Ownership
| Metric | As of 2021 Record Date | As of 2022 Record Date | As of 2023 Record Date | As of 2024 Record Date | As of 2025 Record Date |
|---|---|---|---|---|---|
| Beneficially Owned Shares | 3,366 | 4,416 | 5,557 | 6,834 | 8,133 |
| Ownership % of Outstanding | <1% | <1% | <1% | <1% | <1% |
| Unvested RSUs at Year-End | 1,563 (vest within 60 days) | 1,050 (unvested at 12/31/21) | 1,141 (unvested at 12/31/22) | 1,277 (unvested at 12/31/23) | 1,299 (unvested at 12/31/24) |
| Pledged Shares | None indicated for Ms. Schwakopf (policy prohibits pledging; other director footnotes list pledges where applicable) |
- Stock Ownership Guidelines:
- 2015–2023: Non-employee directors required to hold 3× annual cash retainer; executives at 6× CEO salary/2× EVP salary (multipliers doubled for CEO/EVPs in 2021) .
- 2025: Non-employee directors increased to 5× annual cash retainer; directors must retain 75% of net shares acquired until guideline met; time-based RS/RSUs count; performance-based do not; as of March 14, 2025 all 10 non-employee directors exceeded ownership requirements .
- 2024 snapshot: As of March 21, 2024, 6 of 10 non-employee directors exceeded ownership requirements; others progressing (names not specified) .
Fixed Compensation
| Component | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cash Fees ($) | $59,333 | $64,625 | $64,500 | $61,625 | $62,000 |
| Committee Membership Fees (Framework) | $1,000 per meeting | Audit $8k; Comp $6k; Gov $5k; Credit $6k; Risk $6k | Same as 2021 | Same as 2021 | Audit $8k; Comp $6k; Gov $6k; Credit $6k; Risk $6k |
| Chair Retainers (Framework) | Board $40k; Audit $20k; others $15k | Board $60k; Audit $20k; others $15k | Same | Same | Board $80k; Audit $20k; others $15k (50% cash/50% RS/RSUs) |
Performance Compensation
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Stock Awards ($) | $56,331 | $65,216 | $63,839 | $57,897 | $57,897 |
| Equity Grant Description | Restricted stock/RSUs; grant-date FV per ASC 718 | Restricted stock/RSUs; ASC 718 | Restricted stock/RSUs; ASC 718 | Restricted stock/RSUs; ASC 718 | Restricted stock/RSUs; ASC 718 |
| Performance Conditions | Not disclosed for director equity; ownership guidelines treat time-based awards as counting toward compliance, performance-based do not |
Note: Director compensation is principally fixed cash retainers plus time-based equity awards; Banner discloses no performance metrics tied to non-employee director equity grants .
Related Party Transactions and Conflicts
- Policy: Transactions with directors/officers and related interests are generally prohibited except normal banking relationships; loans must be on market terms and approved under Regulation O thresholds, monitored monthly with quarterly Board reporting .
- Disclosure signal: The “Related Party Transactions” sections do not identify Ms. Schwakopf in any related-party transaction; Banner enforces annual conflict questionnaires and a Code of Ethics covering conflicts, hedging, pledging prohibitions, and reporting channels (EthicsPoint) .
Risk Indicators & Red Flags
- Pledging/Hedging: Insider trading policy prohibits hedging and pledging/margin accounts; footnotes identify pledged shares for other directors, but none disclosed for Ms. Schwakopf .
- Interlocks: Current directorship at IDB Bank is an external bank board seat that could present competitive overlap; independence affirmed and conflict policies in place .
- Governance refresh: Transition from Risk Committee Chair (2021–2023) to member (2024–2025) suggests chair rotation; committee remains active in ESG/climate risk oversight (5 meetings in 2024) .
- Attendance baseline: Board meeting attendance thresholds met (>80% in 2021; >75% in 2022); all directors attended prior annual meeting (2024) .
Compensation Committee Analysis (Context)
- Independence: All Compensation & Human Capital Committee members independent; met 5 times in 2024 and 7 times in 2023 .
- Consultant: Pearl Meyer engaged as independent compensation advisor; no other services in 2024; independence reviewed and affirmed .
- Benchmarking: Committee targets market-median compensation; uses peer group and surveys for executives and directors; sets targets and reviews pay and performance alignment .
Say-on-Pay & Clawback Policies (Context)
- Compensation Recovery Policy adopted effective Dec 1, 2023 to comply with Nasdaq/SEC clawback requirements; mandates recovery of erroneously awarded incentive-based compensation from executive officers (in addition to existing plan clawbacks) .
Governance Assessment
- Strengths:
- Deep supervisory/regulatory background enhances risk oversight; prior Risk Committee Chair role underscores expertise .
- Confirmed independent director under Nasdaq; participates in executive sessions framework; robust committee oversight of ESG/climate risk .
- Ownership alignment: Beneficial ownership increased from 3,366 (2021) to 8,133 (2025); as of March 14, 2025 all non-employee directors meet 5× retainer ownership guideline; time-based RS/RSUs counted; retention requirements in place .
- No pledging disclosed; insider policy prohibits hedging and margin pledging .
- Watch items:
- External bank board service (IDB Bank) could be a potential interlock; Banner’s conflict policies and independence determinations mitigate, but investors should monitor for related-party transactions or competitive overlaps .
- Chair rotation away from Risk Committee may reflect refresh; continued active oversight of ESG/climate risk remains important given committee meeting cadence .