8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 26, 2021
Banner Corporation
(Exact name of registrant as specified in its charter)
Washington	000-26584	91-1691604
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
10 S First Avenue, Walla Walla, Washington		99362
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number (including area code) (509) 527-3636
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	BANR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

       (b)  On October 26, 2021, Banner Corporation (the “Company”) and its wholly-owned subsidiary Banner Bank (the “Bank”) announced that Judith A. Steiner, Executive Vice President and Chief Risk Officer of the Bank, will retire effective November 25, 2021. Ms. Steiner joined the Bank in August 2016. In connection with her retirement, Banner Bank will pay Ms. Steiner a lump-sum payment of $175,000.

(c)  On October 26, 2021, consistent with Ms. Steiner’s retirement, the Bank appointed James M. Costa, age 53, as Executive Vice President and Chief Risk Officer of the Bank, as successor to Ms. Steiner. Mr. Costa had previously served at Mann Lake Group as the Chief Executive Officer and Founder from October 2020 where he provided advice to banks, trade associations and fintech firms on credit strategy, capital allocation, risk program design, regulatory relations, and compliance risk management. From 2013 through October 2020, he served as an executive officer of TCF Financial Corporation (“TCF”) in progressively increasing positions including Executive Vice President and Chief Risk Officer and Chief Credit Officer from August 2019, Chief Risk Officer and Chief Credit Officer from January 2017, and Chief Risk Officer since August 2013. TCF was a $49 billion regional bank holding company with operations in USA, Canada and Asia. At TCF, Mr. Costa managed operations and all credit and risk functions. He led the merger integration of TCF and Chemical Bank. He was also the lead executive in navigating TCF through its response to COVID-19 to include employee safety, resiliency of operations, as well as capital and liquidity management.

There are no family relationships between Mr. Costa and any director or other executive officer of the Company or the Bank and Mr. Costa was not appointed as an executive officer pursuant to any arrangement or understanding with any person. Mr. Costa has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.

A copy of the press release announcing the retirement of Ms. Steiner and the appointment of Mr. Costa as Executive Vice President and Chief Risk Officer of the Bank is attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(d)          Exhibits

               99.1      Banner Corporation Press Release Announcing the Resignation of Ms. Judy Steiner and

          the appointment of Mr. James Costa as Banner Bank Executive Vice President and Chief Risk Officer.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	BANNER CORPORATION
Date: October 28, 2021	By:   /s/Peter J. Conner
	Peter J. Conner
	Executive Vice President            and Chief Financial Officer

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EX-99.1

Exhibit 99.1

		Contact:	Kelly McPhee
			Vice President, Communications
			(509) 991-0575 or
			kelly.mcphee@bannerbank.com
		NEWS RELEASE

Banner Corporation Announces Retirement of Banner Bank Chief Risk Officer; Hiring of Replacement

(Walla Walla, Wash.) - October 28, 2021 - Banner Corporation (NASDAQ:GSM:BANR), the parent company of Banner Bank, today announced the retirement of Judy Steiner, Executive Vice President and Chief Risk Officer of the Bank, effective November 25, 2021. Jim Costa has been hired to succeed Steiner as Executive Vice President and Chief Risk Officer as well as the Bank’s chief banking regulatory liaison. Costa is joining the Bank immediately and will begin working with Steiner to ensure a smooth transition.

Steiner joined Banner Bank in 2016, shortly after the transformational acquisition of AmericanWest which doubled the Bank’s asset size. Prior to that, Steiner spent 25 years with FirstMerit Corporation in executive leadership positions including Executive Vice President & Chief Risk Officer, Secretary, and General Counsel.

“We are grateful for the important contributions Judy made while at Banner,” said Mark J. Grescovich, President and Chief Executive Officer. “She has been pivotal in right-sizing our enterprise risk and compliance functions during a time of rapid growth for the company. Of equal importance is the structure and roadmap she put in place that will serve us well as the company continues to grow.”

Costa has nearly 30 years of financial services experience, which includes building and leading teams across lines of business and risk management including all primary retail and wholesale lending businesses and investment banking. Most recently, he served as Chief Risk and Chief Credit Officer for Minnesota-based TCF Financial Corporation, a $49 billion regional bank holding company. At TCF, he managed operations and all credit and risk functions. Prior to that, he held executive leadership positions in enterprise risk and credit at PNC Bank and Wachovia Corporation.

“Jim is well-regarded in our industry with extensive risk management and leadership expertise,” said Grescovich. “His enterprise risk and compliance acumen, as well as his demonstrated ability to craft strategies that drive growth and profitability, make him a good fit for Banner.”

About the Company

Banner Corporation is a $16.64 billion bank holding company operating one commercial bank in four Western states through a network of branches offering a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans.  Visit Banner Bank on the Web at www.bannerbank.com.

Forward-Looking Statements

This press release contains statements that the Company believes are “forward-looking statements.” These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, and actual results and performance in future periods may be materially different from any future results or performance suggested by the forward-looking statements in this release. Factors that might cause such differences include, but are not limited to, those identified in our risk factors contained in Banner Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.  Such forward-looking statements speak only as of the date of this release. Banner Corporation expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in the Company’s expectations of results or any change in events.

XML

Document and Entity Information	Oct. 26, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 26, 2021
Entity Registrant Name	Banner Corporation
Entity Incorporation, State or Country Code	WA
Entity File Number	000-26584
Entity Tax Identification Number	91-1691604
Entity Address, Address Line One	10 S First Avenue
Entity Address, City or Town	Walla Walla
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99362
City Area Code	509
Local Phone Number	527-3636
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000946673
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	BANR
Security Exchange Name	NASDAQ