Form 4: Banner Corp Director Ellen Boyer Receives Restricted Stock Award Under Incentive Plan

Banner Corp Director Ellen R.M. Boyer was granted 1,074 shares of restricted common stock valued at $61.18 per share, vesting fully on May 20, 2026, as part of the company's 2023 Omnibus Incentive Plan.

Summary

• Ellen R.M. Boyer, a Director of Banner Corp (BANR), acquired 1,074 shares of common stock on June 2, 2025.
• These shares were awarded as restricted stock pursuant to the company's 2023 Omnibus Incentive Plan.
• The value of the shares at the time of grant was $61.18 per share, based on the closing trading price of the common stock on that date.
• The shares are subject to forfeiture and limits on transferability until they vest fully on May 20, 2026.
• Following this transaction, Ms. Boyer's beneficial ownership of Banner Corp common stock increased to 6,202 shares.

Sentiment

Score: 6

Explanation: The grant of restricted stock to a director is a standard compensation practice that aligns interests with shareholders, generally viewed as a neutral to slightly positive event, indicating ongoing compensation and retention efforts.

Positives

• The award of restricted stock to a director aligns management's interests with those of shareholders, as the value of the award is directly tied to the company's stock performance.
• The transaction indicates the company is actively utilizing its 2023 Omnibus Incentive Plan for executive and director compensation, a common practice to attract and retain key talent.

Negatives

• The shares are restricted and subject to forfeiture until they vest on May 20, 2026, meaning the director does not have full ownership or transferability until that date.

Risks

• The restricted stock award is subject to forfeiture if the vesting conditions, which typically include continued service, are not met by the vesting date of May 20, 2026.

Future Outlook

The 1,074 restricted shares granted to Director Ellen R.M. Boyer are scheduled to vest fully on May 20, 2026, contingent upon meeting the terms of the 2023 Omnibus Incentive Plan.

Industry Context

The granting of restricted stock to directors is a standard practice across various industries, particularly in the financial sector where Banner Corp operates, as a means of long-term incentive compensation and aligning interests with shareholders.

Corporate Governance

Related Party Transactions

• The acquisition of restricted stock by Ellen R.M. Boyer, a Director of Banner Corp, from the company itself constitutes a related party transaction, specifically an equity compensation award under the 2023 Omnibus Incentive Plan.

Stakeholder Impact

• Shareholders: The grant of restricted stock aligns the director's financial interests with long-term shareholder value, as the value of the award is tied to the company's stock performance.
• Employees: While this specific transaction is for a director, the use of an Omnibus Incentive Plan suggests a broader framework for employee and executive compensation, which can positively impact morale and retention.

Next Steps

• The 1,074 restricted shares will vest fully on May 20, 2026, subject to the terms of the 2023 Omnibus Incentive Plan.

Key Dates

Recommendation

Keywords

Banner Corp, BANR, SEC Form 4, Restricted Stock, Director Compensation, Equity Award, Omnibus Incentive Plan, Insider Trading, Stock Ownership