☒ | No fee required. | ||
☐ | Fee paid previously with preliminary materials. | ||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Date: | Time: | Location: |
May 20, 2025 | 4:00 p.m. MT | First Interstate Great West Center |
1800 6th Avenue North | ||
Billings, Montana 59101 |
Kirk D. Jensen | ||
Corporate Secretary |
Table of Contents |
Where to Find | ||||
Financial Performance Highlights | 3 | Communication with the Board | 35 | |
Board Meetings and Attendance | 25 | Director Equity Ownership Guidelines | 38 | |
Director Nomination, Selection, and Qualifications | 25 | Executive Officer Equity Ownership | 56 | |
Director Committee Assignment Matrix | 28 | Clawback Policy | 57 | |
Risk Areas Overseen by Board Committee | 33 | Principal Accounting Fees | 84 | |
Cybersecurity | 34 | |||
1 | First Interstate BancSystem, Inc. |
Time and Date: | 4:00 p.m., Mountain Time, Tuesday, May 20, 2025 |
Place: | First Interstate Great West Center, 1800 Sixth Avenue North, Billings, Montana 59101 |
Record Date: | Close of business on Wednesday, March 26, 2025 |
Voting: | Shareholders of record as of the record date are entitled to vote the shares of our common stock that they held as of the record date at the annual meeting. Each outstanding share of common stock entitles its holder to cast one vote on all matters submitted to a vote of shareholders at the annual meeting. |
Attendance: | If you plan to attend the annual meeting in person, you must bring the Notice. If your shares are not registered in your name, you will need a legal proxy, account statement, or other documentation confirming your First Interstate BancSystem, Inc. holdings from the broker, bank, or other institution that is the record holder of your shares. You will also need a valid, government-issued picture identification that matches your Notice, legal proxy, or other confirming documentation. |
Adjournments: | Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. If the annual meeting is postponed or adjourned, any proxy that you have submitted will still be good and may be voted at the postponed or adjourned meeting. |
2 | First Interstate BancSystem, Inc. |
3 | First Interstate BancSystem, Inc. |
$226.0 | $2.19 | 6.92% | / | 10.95% | $31.59 | / | $20.16 | |||||||||||
Net Income (in millions) | Diluted Earnings Per Share | ROAE / ROATCE* | BVPS / TBVPS* | |||||||||||||||
4 | First Interstate BancSystem, Inc. |
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☑ | All Board Committees are chaired by independent directors; |
☑ | Regular executive sessions of independent directors; |
☑ | Equity ownership guidelines for directors and executive officers; and |
☑ | Cash and equity awards with clawback provisions. |
7 | First Interstate BancSystem, Inc. |
8 | First Interstate BancSystem, Inc. |
What We Do... | What We Do Not Do... | |||
☑ | Emphasize pay for performance | ý | Allow for short-selling, hedging, or pledging of Company securities by Company insiders, subject to limited exceptions for certain pre-existing pledging arrangements | |
☑ | Use multiple performance measures and caps on potential incentive payments | ý | Allow "single-trigger" accelerated vesting of equity-based awards upon change in control | |
☑ | Engage an independent compensation consultant | ý | Grant excessive perquisites | |
☑ | Require minimum equity ownership for directors and executive officers | ý | Pay excise tax "gross ups" upon change in control | |
☑ | Maintain a clawback policy | ý | Reprice or liberally recycle shares | |
☑ | Discourage excessive risk taking by reserving the right to use discretion in the payout of all incentives | ý | Trade in Company securities during designated black-out periods, except under limited circumstances including valid rule 10b5-1 trading plans |
9 | First Interstate BancSystem, Inc. |
10 | First Interstate BancSystem, Inc. |
Name and Age | Age | Director Since | Principal Occupation |
Stephen B. Bowman | 61 | 2021 | Retired CFO, The Northern Trust Corporation |
Stephen M. Lacy | 71 | 2022 | Retired CEO, Meredith Corporation |
Joyce A. Phillips | 62 | 2021 | CEO, EqualFuture Corp. |
Jeremy P. Scott | 44 | N/A | CEO, J&G Brothers Biz, Inc. |
Name | Age | Director Since | Current Class | Term Expires | Principal Occupation | |||||
Alice S. Cho | 58 | 2020 | II | 2026 | Senior Advisor, Boston Consulting Group | |||||
John M. Heyneman | 57 | 2018* | III | 2027 | Managing Partner, Awe LLC and Towanda Investments LLC | |||||
David L. Jahnke | 71 | 2011 | III | 2027 | Retired Partner, KPMG | |||||
Dennis L. Johnson | 70 | 2017 | II | 2026 | Retired President and CEO, United Heritage Mutual Holding Company | |||||
Patricia L. Moss | 71 | 2017 | II | 2026 | Retired President and CEO, Cascade Bancorp. | |||||
James A. Reuter | 60 | 2024 | III | 2027 | President and CEO, First Interstate BancSystem, Inc. | |||||
Daniel A. Rykhus | 60 | 2022 | II | 2026 | Retired CEO, Raven Industries |
11 | First Interstate BancSystem, Inc. |
12 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Significant knowledge in the financial services industry, executive management, and legal requirements and duties of public companies | •Compensation and Human Capital Committee | •Voya Financial, Inc. (Audit, Risk, and Technology Committee member) |
13 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Extensive knowledge of key issues, dynamics, and trends affecting the Company, its business, and the banking industry in general •Strategic insight and direction to the Company | •None | •None |
14 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Significant experience in risk management, regulatory compliance, and corporate governance issues •Knowledge in strategic initiatives and technology innovation in the financial services industry | •Audit Committee (Financial Expert) •Risk Committee (Chair, Risk Management Expert) | •Globe Life, Inc. (Audit Committee Member) |
15 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Executive management and business experience in the agriculture industry •Understanding of the regional economies and communities the Company serves •Knowledge of the Company’s unique challenges, regulatory environment, and history as a result of his years of service to the Company | •Governance and Nominating Committee (Chair) •Technology, Innovation and Operations Committee | •None |
16 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Significant experience in the accounting, auditing, and financial service industries, both nationally and internationally •Extensive knowledge in key issues, dynamics, and trends affecting the Company, its business, and banking industry in general •Extensive knowledge regarding fiduciary obligations, insurance, and other legal requirements and duties of a public company. | •Audit Committee •Governance and Nominating Committee | •Radius Recycling, Inc. (Lead Director, Audit, and Nominating and Corporate Governance (Chair) Committees) |
17 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Significant experience in the insurance industry and risk management issues. | •Risk Committee (Risk Management Expert) •Audit Committee (Financial Expert) | •IDACORP, Inc. (Board Chair and Corporate Governance & Nominating Committee Chair) |
18 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Significant public company management experience and public company board experience •Public company corporate governance experience | •Compensation and Human Capital Committee (Chair) •Governance and Nominating Committee | •Hormel Foods Corporation (Compensation Committee Chair, Audit Committee) |
19 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Significant banking experience as previous CEO of the Bank of the Cascades and Cascade Bancorp •Significant public company management experience and public company board experience •Knowledge of the unique history of the company | •Compensation and Human Capital Committee •Governance and Nominating Committee | •Knife River Corporation (Audit Committee Chair) |
20 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Significant experience in financial services and FinTech industries •Knowledge of the regulatory environment | •Technology, Innovation and Operations Committee (Chair) •Risk Committee | •Katapult Holdings, Inc. (Nominating and Corporate Governance Committee Chair and Audit Committee) |
21 | First Interstate BancSystem, Inc. |
Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•31 years of leadership experience •Experience as a director and past audit committee member of Great Western Bancorp •Public company corporate governance experience | •Compensation & Human Capital Committee •Governance and Nominating Committee | •None |
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Qualifications | Committee Memberships | Additional Current Public Company Board Memberships |
•Business and leadership experience derived from founding multiple businesses •Understanding of the regional economies and communities the Company serves •Understanding of the Company’s business derived from serving as Board observer and as prior employee | •Not applicable | •None |
23 | First Interstate BancSystem, Inc. |
☑ | Overseeing our mission, vision, and values; |
☑ | Hiring and evaluating our Chief Executive Officer; |
☑ | Providing oversight of management regarding strategic direction; |
☑ | Ensuring management succession; |
☑ | Monitoring our performance against established criteria; |
☑ | Overseeing adherence to ethical practices; |
☑ | Overseeing compliance with applicable federal and state law; |
☑ | Ensuring that full and fair disclosure is provided to shareholders, regulators, and other constituents; |
☑ | Overseeing risk management; and |
☑ | Approving certain policies for Company operations. |
Key Corporate Governance Documents | |
Please visit our website at www.FIBK.com for our corporate governance documents. Shareholders may also request a copy of any corporate governance documents by contacting our Corporate Secretary at: P.O. Box 30918, Billings, MT 59116 | •Corporate Governance Guidelines |
•Charters for each of the Company’s standing Board committees | |
•Code of Conduct | |
•Insider Trading Policy | |
•Code of Ethics for Chief Executive Officer and Senior Financial Officers |
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Tenure on Board | Number of Directors |
More than 10 years | 2 |
6-10 years | 2 |
5 years or less | 6 |
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Current Committee Assignments | |||||
FIBK Board | Audit | Compensation & Human Capital | Governance & Nominating | Risk | Technology, Innovation & Operations |
Stephen B. Bowman, Chair | X | ||||
James A. Reuter | |||||
Alice S. Cho | Financial Expert | Chair Risk Mgmt Expert | |||
Frances P. Grieb(1) | Chair Financial Expert | Risk Mgmt Expert | |||
Thomas E. Henning(2) | Financial Expert | X | |||
John M. Heyneman, Jr. | Chair | X | |||
David L. Jahnke | Financial Expert | X | |||
Dennis L. Johnson | Financial Expert | Risk Mgmt Expert | |||
Stephen M. Lacy | Chair | X | |||
Patricia L. Moss | X | X | |||
Joyce A. Phillips | X | Chair | |||
Daniel A. Rykhus | X | X | |||
James R. Scott(3) | X | X | |||
Jonathan R. Scott(4) | X | X |
29 | First Interstate BancSystem, Inc. |
Audit Committee | ||
Meetings Held in 2024: 12 | Additional Members: Alice S. Cho, Thomas E. Henning*, David L. Jahnke, and Dennis L. Johnson | Independence: Each member of the Audit Committee is independent under applicable law and NASDAQ Marketplace Rules |
Key Committee Responsibilities: | ||
•Represents and assists our Board in its oversight responsibility relating to the quality and integrity of the Company’s financial statements and related internal controls; internal and external audit independence, qualifications, and performance; and the processes for monitoring compliance with laws and regulations. | ||
•Oversees the appointment, compensation, and retention of our independent, registered public accounting firm, including the performance of permissible audit, audit-related, and non-audit services, and the associated fees. | ||
•Establishes procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting, reporting, internal control, or auditing matters as well as monitoring our compliance with ethics programs. | ||
•Our Board has determined that Frances P. Grieb, Alice S. Cho, Thomas E. Henning, David L. Jahnke, and Dennis L. Johnson qualify as “audit committee financial experts” as that term is defined in applicable law and each of the Audit Committee members have the requisite financial literacy and accounting or related financial-management expertise required generally of an Audit Committee member under the applicable standards of the SEC and NASDAQ. *Each of Ms. Grieb and Mr. Henning will leave the Committee when their service on the Board ends at the annual meeting. |
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Compensation and Human Capital Committee | ||
Meetings Held in 2024: 13 | Additional Members: Stephen B. Bowman, Patricia L. Moss, Daniel A. Rykhus, and James R. Scott* | Independence: Each member of this committee is independent under applicable NASDAQ Marketplace Rules |
Key Committee Responsibilities: | ||
•Reviews and approves goals relevant to compensation for executive officers and evaluates the effectiveness of our compensation practices in achieving Company objectives, encouraging behaviors consistent with our values, and aligning performance objectives. | ||
•Reviews and approves the compensation of our non-CEO Named Executive Officers (“NEOs”), recommends for Board approval of CEO compensation, and oversees succession planning for all executive officers. In addition, the Committee recommends compensation for Board members. | ||
•Oversees the Company’s equity and incentive compensation plans and operation of compensation programs affecting the Company’s employees generally. Approves equity awards granted to the non-CEO NEOs and recommends Board approval of CEO equity awards. The Compensation and Human Capital Committee has delegated authority to our CEO to make awards to employees who are not NEOs. | ||
•Provides oversight of the Company’s talent management, development, and related programs, including programs related to diversity, opportunity, and inclusion. | ||
•Oversees the Company’s CEO and executive succession planning. | ||
Compensation Consultant. The Compensation and Human Capital Committee has retained the services of Pearl Meyer & Partners (“Pearl Meyer”), a compensation consulting firm, to assist with its executive compensation review and to provide competitive market data. A consultant from Pearl Meyer generally attends the Compensation and Human Capital Committee meetings at which executive officer compensation is discussed and provides information, research, and analysis pertaining to executive compensation and updates on market trends as requested by the Compensation and Human Capital Committee. In connection with its engagement of Pearl Meyer, the Compensation and Human Capital Committee considered various factors bearing upon Pearl Meyer’s independence including, but not limited to, the amount of fees received by Pearl Meyer from the Company, Pearl Meyer’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Pearl Meyer’s independence. After reviewing these and other factors, the Compensation and Human Capital Committee determined that Pearl Meyer was independent and that its engagement did not present any conflicts of interest. Pearl Meyer does not provide executive compensation services to the Company. The Compensation and Human Capital Committee sets compensation levels based on the skills, experience, and achievements of each executive officer, considering market analysis and input provided by Pearl Meyer and the compensation recommendations of our Chief Executive Officer, except with respect to his own position. The Compensation and Human Capital Committee believes that input from both Pearl Meyer and our Chief Executive Officer provides useful information and perspective to assist the Compensation and Human Capital Committee in determining the appropriate compensation. *Mr. Scott will leave the Committee when his service on the Board ends at the annual meeting. | ||
Compensation and Human Capital Committee Interlocks and Insider Participation: | ||
•No members of the Compensation and Human Capital Committee who served during 2024 were officers or employees of the Company during the year, or were former officers of the Company, or had any relationship requiring disclosure under the caption "Certain Relationships and Related Party Transactions" included below in this proxy statement other than James R. Scott. | ||
•No executive officer of the Company served on the compensation committee or board of directors of another company that had an executive officer who served on the Company's Compensation and Human Capital Committee or Board. |
31 | First Interstate BancSystem, Inc. |
Governance and Nominating Committee | ||
Meetings Held in 2024: 8 | Additional Members: David L. Jahnke, Stephen M. Lacy, Patricia L. Moss, and Daniel A. Rykhus | Independence: Each member of this committee is independent under applicable NASDAQ Marketplace Rules |
Key Committee Responsibilities: | ||
•Oversees the Company’s corporate governance needs and assists the Board with the process of identifying, evaluating, and nominating candidates for membership to our Board. | ||
•Evaluates the performance of our Chair and oversees the functions and needs of the Board and its committees, including overseeing the orientation and development of Board members, evaluating the effectiveness of the Board, each committee, and the respective performance of each Board member; and evaluating services provided to and communications with shareholders. | ||
•Reviews and approves related party transactions. | ||
•Assists the Board in providing primary Board oversight of the Company’s Corporate Responsibility program. | ||
•Reviews each committee’s annual priorities during a meeting of the Chair of the Board and the committee chairs to increase the efficiency of the work of the Board and the committees. |
32 | First Interstate BancSystem, Inc. |
Risk Committee | ||
Meetings Held in 2024: 4 | Additional Members: Frances P. Grieb*, Dennis L. Johnson, Joyce A. Phillips, and Jonathan R. Scott* | Independence: Each member of this committee is independent under applicable NASDAQ Marketplace Rules |
Key Committee Responsibilities: | ||
•Oversees the Company’s enterprise-wide risk management program and corporate risk function, which include the strategies, policies, and systems established by senior management to identify, assess, measure, monitor, and manage the Company’s significant risks, including cybersecurity risk. | ||
•Assesses whether management’s implementation of the program is capable of managing those risks consistent with the Company’s risk appetite. | ||
•Monitors whether the Company’s most significant enterprise-wide risk exposures are in alignment with the Company’s appetite for risk. | ||
•Coordinates with and serves as a resource to the Board of Directors and other Board committees through facilitation of the understanding of enterprise-wide risk management processes and effectiveness. *Each of Ms. Grieb and Mr. Scott will leave the Committee when their service on the Board ends at the annual meeting. |
33 | First Interstate BancSystem, Inc. |
Technology, Innovation and Operations Committee | ||
Meetings Held in 2024: 4 | Additional Members: Thomas E. Henning*, John M. Heyneman, Jr., James R. Scott*, and Jonathan R. Scott* | Independence: Each member of this committee is independent under applicable NASDAQ Marketplace Rules |
Key Committee Responsibilities: | ||
•Reviews Company management’s proposals regarding significant investments in support of the Company’s technology, operations and innovation strategies. | ||
•Reviews the Company’s budget relative to technology, operations, and innovation and ensures projects are appropriately aligned with and adequately support the Company’s strategic priorities, including periodically reviewing technology spending compared to peers. | ||
•Monitors the Company’s oversight of information technology, operations, and operational effectiveness and innovation strategies. | ||
•Provides oversight of Management’s monitoring of existing and future trends in technology, operations, and innovation. *Each of Thomas E. Henning, James R. Scott, and Jonathan R. Scott will leave the Committee when his service on the Board ends at the annual meeting. |
34 | First Interstate BancSystem, Inc. |
Board Role in Risk Oversight | |||||
Audit | Risk | Technology, Innovation & Operations | Governance & Nominating | Compensation & Human Capital | FIBK Board |
•Internal & External Fraud Risk •Internal & External Audit Risk •Ethical Risk •Regulatory Compliance Risk •Financial Reporting Risk •Operational Risk | •Enterprise Risk Management Policy Review •ERM Efficacy •Emerging & Newly Identified Risk •Credit Risk •Compliance Risk •Information Security and Cyber Risk •Liquidity Risk •Market Risk •Operational Risk •Strategy Risk •Regulatory and Legal Risk •Model Risk •Third-Party Risk | •Technology Efficacy Review •Technology & Innovation Investment •Technology and Innovation Trends & Practices | •Corporate Governance Risk •Board NASDAQ Marketplace Rules Compliance •Board Member Responsibility Scope •Sustainability Risk | •Board Compensation •CEO Compensation •Executive Officer Compensation •Clawback Policy •Say on Pay •Talent Retention & Development Risk | •Lending Activity Risk •Liquidity & Capital Position Risk •Asset Quality Risk •Interest Rate Risk •Investment Strategy Risk •Investor Risk •Reputational Risk •Emerging Risk •Strategy Risk •All Other Risk as Appropriate |
35 | First Interstate BancSystem, Inc. |
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37 | First Interstate BancSystem, Inc. |
Committee | Chair Retainer(1) | Member Retainer |
Audit | $27,500 | $10,000 |
Compensation and Human Capital | 20,000 | 10,000 |
Governance and Nominating | 19,000 | 7,500 |
Risk | 22,500 | 10,000 |
Technology | 19,000 | 7,500 |
38 | First Interstate BancSystem, Inc. |
Name | Fees Earned or Paid In Cash(1)(2) | Stock Awards(3)(4) | All Other Compensation(5) | Total |
Stephen B. Bowman (6) | $101,225 | $129,993 | $— | $231,218 |
James P. Brannen(7) | 16,875 | — | — | 16,875 |
Alice S. Cho | 88,750 | 79,992 | 8,394 | 177,136 |
Frances P. Grieb | 95,000 | 79,992 | 10,915 | 185,907 |
Thomas E. Henning | 75,000 | 79,992 | 16,394 | 171,386 |
John M. Heyneman, Jr. | 82,125 | 79,992 | 16,311 | 178,428 |
David L. Jahnke(6) | 80,625 | 79,992 | 10,656 | 171,273 |
Dennis L. Johnson | 82,500 | 79,992 | 10,000 | 172,492 |
Stephen M. Lacy | 82,500 | 79,992 | 16,394 | 178,886 |
Patricia L. Moss | 75,000 | 79,992 | 6,394 | 161,386 |
Joyce A. Phillips | 86,500 | 79,992 | 6,394 | 172,886 |
James A. Reuter(8) | — | — | — | — |
Kevin P. Riley(8) | — | — | — | — |
Daniel A. Rykhus | 75,000 | 79,992 | 6,394 | 161,386 |
James R. Scott | 60,625 | 79,992 | 20,656 | 161,273 |
Jonathan R. Scott | 72,495 | 79,992 | 8,524 | 161,011 |
39 | First Interstate BancSystem, Inc. |
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43 | First Interstate BancSystem, Inc. |
44 | First Interstate BancSystem, Inc. |
45 | First Interstate BancSystem, Inc. |
Officer | Title |
James A. Reuter(1) | President and Chief Executive Officer |
Marcy D. Mutch | Executive Vice President and Chief Financial Officer |
Lorrie F. Asker | Executive Vice President and Chief Banking Officer |
Kirk D. Jensen | Executive Vice President and General Counsel |
Kristina R. Robbins | Executive Vice President and Chief Operations Officer |
Kevin P. Riley(2) | Former President and Chief Executive Officer |
46 | First Interstate BancSystem, Inc. |
47 | First Interstate BancSystem, Inc. |
48 | First Interstate BancSystem, Inc. |
What We Do... | What We Do Not Do... | |||
☑ | Emphasize pay for performance | ý | Allow for short-selling, hedging, or pledging of Company securities, subject to limited exceptions for certain pre-existing pledging arrangements | |
☑ | Use multiple performance measures and caps on potential incentive payments | ý | Allow "single-trigger" accelerated vesting of equity-based awards upon change in control | |
☑ | Engage an independent compensation consultant | ý | Grant excessive perquisites | |
☑ | Require minimum equity ownership for directors and executive officers | ý | Pay excise tax "gross ups" upon change in control | |
☑ | Maintain a clawback policy | ý | Reprice or liberally recycle shares | |
☑ | Discourage excessive risk taking by reserving the right to use discretion in the payout of all incentives | ý | Trade in Company securities during designated black-out periods, except under limited circumstances including valid rule 10b5-1 trading plans |
49 | First Interstate BancSystem, Inc. |
Pay Element | Payment Form | Description/Objectives |
Base Salary | Cash | •Competitive fixed rate of pay to attract and retain talent •Considers market data and individual factors such as performance, scope of responsibility, experience, and strategic impact •Used as a foundation for determining incentive opportunities |
Short-Term Incentive (STI) | Cash | •Target is reflective of a percentage of base salary; varies by role at the Company •Awarded based on individual and Company performance •Awards are not guaranteed •Awards aligned with Company financial and strategic growth objectives •Awards established at threshold, target, and maximum values |
Long-Term Incentive (LTI) | Equity | •Target is reflective of a percentage of base salary; varies by role at the Company •Emphasis on long-term Company performance compared to peers (60% performance restricted stock units/40% time-based restricted stock units) •Objective is to retain top talent and align interests of management and our shareholders |
50 | First Interstate BancSystem, Inc. |
51 | First Interstate BancSystem, Inc. |
Ameris Bancorp | Old National Bancorp, Inc. | |
Associated Banc-Corp | Pacific Premier Bancorp, Inc. | |
BankUnited, Inc. | PacWest Bancorp | |
Cadence Bank | Pinnacle Financial Partners, Inc. | |
Columbia Banking System, Inc.(1) | Prosperity Bancshares, Inc. | |
Commerce Bancshares, Inc. | Simmons First National Corporation | |
F.N.B Corporation | SouthState Corporation | |
Fulton Financial Corporation | UMB Financial Corporation | |
Glacier Bancorp, Inc. | United Bankshares, Inc. | |
Hancock Whitney Corporation | Valley National Bancorp |
Officer | 2023 Base Salary | 2024 Base Salary | Percent Increase |
James A. Reuter(1) | — | 1,000,000 | N/A |
Marcy D. Mutch | 539,954 | 539,954 | —% |
Lorrie F. Asker | 440,000 | 440,000 | —% |
Kirk D. Jensen | 412,402 | 412,402 | —% |
Kristina R. Robbins(2) | 351,000 | 400,000 | 14% |
Kevin P. Riley | 978,540 | 978,540 | —% |
52 | First Interstate BancSystem, Inc. |
Metric | Weight | Description |
Adjusted Pre-Provision Net Revenue (PPNR) Earnings per Share | 50% | Adjusted PPNR Earnings per Share is calculated as Adjusted PPNR divided by weighted-average diluted shares outstanding. Adjusted PPNR, for purposes of this calculation, is defined as net revenue, adjusted for securities gains or losses, amortization of intangibles, OREO expenses and short-term incentive accrued over 100%, as compared to budget, and non-recurring items being defined by S&P Global (or its successor), including net gains on disposition of premises and equipment, FDIC special assessments and CEO retirement costs. |
Adjusted Non-Interest Expenses/Total Average Assets | 25% | Adjusted Non-Interest Expenses / Total Average Assets is calculated as Adjusted Non-Interest Expenses divided by total average assets. Adjusted Non-Interest Expenses, for purposes of this calculation, is defined as non-interest expenses, adjusted for amortization of intangibles, OREO expenses and short-term incentive accrued over 100%, as compared to budget, and non-recurring items being defined by S&P Global (or its successor), including FDIC special assessments and CEO retirement costs. |
Relative NPAs/Total Assets | 25% | Relative NPAs, as calculated in accordance with GAAP and include non-performing loans and OREO, is divided by total assets. Based on a percentile ranking of Company results relative to peer performance. The peer group is composed of those companies included in the KBW Regional Banking Index (KRX Index) that continue to trade on a major exchange throughout the entire performance period. |
53 | First Interstate BancSystem, Inc. |
Performance Measure | Weight | Minimum Performance | Target Performance | Maximum Performance | Performance Result | Weighted Payout % |
Adjusted PPNR Earnings per Share | 50% | $2.72 | $3.40 | $4.42 | $3.71 | 65.2% |
Adjusted Non-Interest Expenses/Total Average Assets | 25% | 2.20% | 2.10% | 2.00% | 2.04% | 40.0% |
Relative NPAs/Total Assets | 25% | 25th percentile | 50th percentile | 75th percentile | 40.8% | 20.4% |
2024 STI Plan Funding Results | 50% | 100% | 200% | 125.6% |
Target Payout Opportunity | Actual Payouts | |||||
Officer | 12/31/2024 Base Salary ($) | Target (%)(1) | Target Amount ($) | Payout (%) | Payout Amount ($) | |
James A. Reuter(2) | 1,000,000 | 120 | 200,000 | 100 | 200,000 | |
Marcy D. Mutch | 539,954 | 80 | 431,963 | 100 | 431,963 | |
Lorrie F. Asker | 440,000 | 80 | 352,000 | 100 | 352,000 | |
Kirk D. Jensen | 412,402 | 70 | 288,681 | 100 | 288,681 | |
Kristina R. Robbins | 400,000 | 70 | 280,000 | 100 | 280,000 | |
Kevin P. Riley(3) | 978,540 | 120 | 1,174,248 | 100 | 1,174,248 |
54 | First Interstate BancSystem, Inc. |
Type | Weight | Description |
Performance Restricted Stock Units (PRSUs) | 60% | •Relative Performance: Based on results compared to peers in the KBW Regional Banking Index (KRX Index) •Performance Metrics: ◦50% Core ROAE ◦50% Total Shareholder Return •Performance Measurement Period: 3 years (1/1/2024-12/31/2026) •Vesting: 3 years after grant date, subject to continued employment and performance criteria •Payout range: 50-200% of target, if minimum performance thresholds are not met 0% of the award will vest |
Restricted Stock Units (RSUs) | 40% | •Vesting: Time-based vesting 1/3 each year for 3 years, subject to continued employment |
Performance Level | Percentile Ranking | Payout Range (% of Target) |
- | Below 25th percentile | 0% |
Threshold | 25th percentile | 50% |
Target | 50th percentile | 100% |
Maximum | 90th percentile | 200% |
55 | First Interstate BancSystem, Inc. |
Target Award | PRSUs/RSUs Awarded | |||||
Officer | Base Salary at Grant Date ($) | Target (%) | Target LTI ($) | PRSUs at Target (#)(1) | RSUs (#)(1) | |
James A. Reuter(2) | — | — | — | — | — | |
Marcy D. Mutch(3) | 539,954 | 120 | 647,945 | 15,538 | 10,359 | |
Lorrie F. Asker | 440,000 | 120 | 528,000 | 12,660 | 8,443 | |
Kirk D. Jensen | 412,402 | 90 | 371,162 | 8,900 | 5,934 | |
Kristina R. Robbins | 351,000 | 90 | 315,900 | 7,574 | 5,051 | |
Kevin P. Riley(3) | 978,540 | 250 | 2,446,350 | 58,664 | 39,111 |
56 | First Interstate BancSystem, Inc. |
Performance Metric | Percentile Rank | Unweighted % of Target Award | Goal Weight | Vesting % |
Adjusted ROAE | 28% | —% | 50% | —% |
Total Shareholder Return | 21% | —% | 50% | —% |
Total | 100% | —% |
Officer | 2022 Performance RSAs Granted at Target (#) | 2022 Performance RSAs Vested (#) |
Marcy D. Mutch | 6,922 | — |
Lorrie F. Asker | 1,923 | — |
Kirk D. Jensen | 3,524 | — |
Kristina R. Robbins | 2,307 | — |
Kevin P. Riley | 28,675 | — |
Equity Ownership Guidelines | |
President and Chief Executive Officer | Five (5) times base salary |
Chief Financial Officer and Chief Banking Officer | Three (3) times base salary |
All other Executive Officers | Two (2) times base salary |
57 | First Interstate BancSystem, Inc. |
58 | First Interstate BancSystem, Inc. |
☑ | Use of multiple metrics in short and long-term incentive plans for executive officers; | |
☑ | Application of caps on incentives; | |
☑ | Providing time-based RSUs that vest ratably over three years and PRSUs that cliff vest after a three year performance period; | |
☑ | Emphasizing long-term and performance-based compensation; | |
☑ | Instituting formal clawback policies applicable to both cash and equity performance-based compensation; and | |
☑ | Aligning interests of our executive officers with the long-term interests of our shareholders through equity ownership guidelines. |
59 | First Interstate BancSystem, Inc. |
Stephen M. Lacy, Chair | Stephen B. Bowman | Patricia L. Moss | Daniel A. Rykhus | James R. Scott |
60 | First Interstate BancSystem, Inc. |
Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards (1)(2)(3) ($) | Non-Equity Incentive Plan Compensation (4)($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings (5)($) | All Other Compensation (6)($) | Total ($) |
James A. Reuter(7) | 2024 | 138,462 | — | 2,117,821 | 200,000 | — | 84,523 | 2,540,806 |
President & | ||||||||
Chief Executive Officer | ||||||||
Marcy D. Mutch | 2024 | 539,954 | — | 637,610 | 431,963 | — | 47,985 | 1,657,512 |
Exec. Vice President & | 2023 | 533,801 | — | 482,881 | 75,594 | — | 37,480 | 1,129,756 |
Chief Financial Officer | 2022 | 494,926 | — | 448,174 | 610,000 | — | 37,822 | 1,590,922 |
Lorrie F. Asker | 2024 | 440,000 | — | 519,579 | 352,000 | — | 40,979 | 1,352,558 |
Exec. Vice President & | 2023 | 377,885 | — | 268,317 | 61,600 | — | 22,690 | 730,492 |
Chief Banking Officer | ||||||||
Kirk D. Jensen | 2024 | 412,402 | — | 365,229 | 288,682 | — | 44,415 | 1,110,728 |
Exec. Vice President & | 2023 | 407,703 | — | 251,430 | 49,488 | — | 33,292 | 741,913 |
General Counsel | 2022 | 376,514 | — | 228,166 | 378,035 | 18 | 29,670 | 1,012,403 |
Kristina R. Robbins | 2024 | 366,077 | — | 310,841 | 280,000 | — | 36,333 | 993,251 |
Exec. Vice President & | 2023 | 347,000 | — | 207,518 | 42,120 | — | 34,395 | 631,033 |
Chief Operations Officer | ||||||||
Kevin P. Riley(8) | 2024 | 843,050 | — | 2,407,319 | 1,174,248 | — | 445,952 | 4,870,569 |
Former President & | 2023 | 971,372 | — | 1,890,589 | 215,279 | — | 307,656 | 3,384,896 |
Chief Executive Officer | 2022 | 922,564 | — | 1,856,680 | 1,537,706 | — | 300,134 | 4,617,084 |
61 | First Interstate BancSystem, Inc. |
Name | Year | Time-Based Restricted Equity Awards (#) | Performance-Based Restricted Equity Awards (#)(a) |
James A. Reuter | 2024 | 25,974 | 38,960 |
Marcy D. Mutch | 2024 | 10,359 | 15,538 |
2023 | 10,695 | 10,393 | |
2022 | 4,614 | 6,922 | |
Lorrie F. Asker | 2024 | 8,443 | 12,660 |
2023 | 6,367 | 3,849 | |
Kirk D. Jensen | 2024 | 5,934 | 8,900 |
2023 | 5,502 | 5,556 | |
2022 | 2,349 | 3,524 | |
Kristina R. Robbins | 2024 | 5,051 | 7,574 |
2023 | 4,475 | 4,729 | |
Kevin P. Riley | 2024 | 39,111 | 58,664 |
2023 | 39,789 | 45,206 | |
2022 | 19,116 | 28,675 |
Name | 401K Match ($) | Personal Use of Company Vehicle/ Aircraft ($) | SERP Contribution ($) | Dividends on Equity Awards(a) ($) | Social Club Dues ($) | Relocation Expenses ($) | Matching Charitable Contributions(b) ($) | Other (c)(d) ($) | Total ($) |
James A. Reuter | 6,923 | — | — | — | — | 50,000 | 5,100 | 22,500 | 84,523 |
Marcy D. Mutch | 20,700 | — | — | 14,411 | 2,874 | 10,000 | 47,985 | ||
Lorrie F. Asker | 20,700 | — | — | 7,789 | — | 11,690 | 800 | 40,979 | |
Kirk D. Jensen | 20,700 | — | — | 7,175 | 6,540 | 10,000 | 44,415 | ||
Kristina R. Robbins | 15,657 | — | — | 7,796 | 12,880 | — | 36,333 | ||
Kevin P. Riley | 20,700 | 11,968 | 195,708 | 49,100 | 6,360 | — | 162,116 | 445,952 |
62 | First Interstate BancSystem, Inc. |
☑ | The maximum number of shares of our common stock reserved for issuance under the 2023 Plan is 4,000,000 shares. |
☑ | The 2023 Plan prohibits the repricing of awards without shareholder approval. |
☑ | The 2023 Plan prohibits the liberal recycling of shares. |
☑ | Awards under the 2023 Plan are subject to broad discretion by the Compensation and Human Capital Committee administering the plan. |
☑ | The determination of fair market value of all awards under the 2023 Plan is based on the closing price of the underlying common stock as quoted on NASDAQ Stock Market for the last market trading day prior to the date of the award. |
63 | First Interstate BancSystem, Inc. |
All Other Awards | ||||||||||||
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | Stock Awards: Number of Shares or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | |||||||||
Name | Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | |||
James A. Reuter | STI | 100,000 | 200,000 | 400,000 | — | — | — | — | — | |||
Sign-On Grant(5) | 11/1/2024 | 10/16/2024 | — | — | — | — | — | — | 25,974 | 799,999 | ||
Sign-On Grant(5) | 11/1/2024 | 10/16/2024 | — | — | — | 19,480 | 38,960 | 77,920 | — | 1,317,822 | ||
Marcy D. Mutch | STI | 215,982 | 431,963 | 863,926 | — | — | — | — | — | |||
2024 LTI(6) | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 10,359 | 259,182 | ||
2024 LTI(6) | 3/15/2024 | 3/15/2024 | — | — | — | 7,769 | 15,538 | 31,076 | — | 378,428 | ||
Lorrie F. Asker | STI | 176,000 | 352,000 | 704,000 | — | — | — | — | — | |||
2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 8,443 | 211,244 | ||
2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | 6,330 | 12,660 | 25,320 | 308,335 | |||
Kirk D. Jensen | STI | 144,341 | 288,682 | 577,364 | — | — | — | — | — | |||
2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 5,934 | 148,469 | ||
2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | 4,450 | 8,900 | 17,800 | — | 216,760 | ||
Kristina R. Robbins | STI | 140,000 | 280,000 | 560,000 | — | — | — | — | — | |||
2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 5,051 | 126,376 | ||
2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | 3,787 | 7,574 | 15,148 | 184,465 | |||
Kevin P. Riley | STI | 587,124 | 1,174,248 | 2,348,496 | — | — | — | — | — | |||
2024 LTI(6) | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 39,111 | 978,557 | ||
2024 LTI(6) | 3/15/2024 | 3/15/2024 | — | — | — | 29,332 | 58,664 | 117,328 | — | 1,428,762 |
64 | First Interstate BancSystem, Inc. |
Stock Awards | ||||||
Time-based | Performance-based | |||||
Name | Award | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity incentive Plan awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) | Equity incentive plan awards: Market Value of Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) | |
James A. Reuter | Sign-On Grant (4) | 25,974 | 843,376 | 38,960 | 1,265,031 | |
Marcy D. Mutch | 2024 LTI (5) | — | — | 15,538 | 504,519 | |
2023 LTI (6) | — | — | 5,197 | 168,730 | ||
2023 RSA one-time (7) | 3,766 | 122,282 | — | — | ||
2022 LTI (9) | 1,538 | 49,939 | — | — | ||
Lorrie F. Asker | 2024 LTI (5) | 8,443 | 274,144 | 12,660 | 411,070 | |
2023 LTI (6) | 1,711 | 55,556 | 1,925 | 62,489 | ||
2023 RSA one-time (7) | 1,058 | 34,353 | — | — | ||
2023 RSA Ad-hoc (8) | 1,829 | 59,388 | — | — | ||
2022 LTI (9) | 428 | 13,897 | 962 | 31,220 | ||
Kirk D. Jensen | 2024 LTI (5) | 5,934 | 192,677 | 8,900 | 288,983 | |
2023 LTI (6) | 2,470 | 80,201 | 2,778 | 90,202 | ||
2023 RSA one-time (7) | 1,798 | 58,381 | — | — | ||
2022 LTI (9) | 783 | 25,424 | 1,762 | 57,212 | ||
Kristina R. Robbins | 2024 LTI (5) | 5,051 | 164,006 | 7,574 | 245,928 | |
2023 LTI (6) | 2,102 | 68,252 | 2,365 | 76,775 | ||
2023 RSA one-time (7) | 1,322 | 42,925 | — | — | ||
2022 LTI (9) | 513 | 16,657 | 1,154 | 37,454 | ||
2022 RSA Ad-hoc (10) | 876 | 28,444 | — | — | ||
Kevin P. Riley | 2024 LTI (5) | — | — | 58,664 | 1,904,820 | |
2023 LTI (6) | — | — | 22,603 | 733,919 | ||
2023 RSA one-time (7) | 9,652 | 313,400 | — | — | ||
2022 LTI (9) | 6,372 | 206,899 | — | — |
65 | First Interstate BancSystem, Inc. |
Stock Awards | |||
Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | |
James A. Reuter | — | — | |
Marcy D. Mutch(3) | 19,807 | 594,601 | |
Lorrie F. Asker | 2,516 | 63,730 | |
Kirk D. Jensen | 2,473 | 62,344 | |
Kristina R. Robbins | 2,767 | 70,885 | |
Kevin P. Riley(3) | 79,485 | 2,146,496 |
66 | First Interstate BancSystem, Inc. |
Name | Plan | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) |
(a) | (b) | (c) | (d) | (e) | (f) | |
James A. Reuter | — | — | — | — | — | — |
Marcy D. Mutch | DCP | 22,678 | — | 54,376 | — | 638,736 |
2023 Plan - RSUs(4) | 472,887 | — | 41,116 | — | 514,003 | |
Lorrie F. Asker | DCP | — | — | 6,231 | — | 55,403 |
Kirk D. Jensen | DCP | — | — | 63 | — | 1,288 |
Kristina R. Robbins | — | — | — | — | — | — |
Kevin P. Riley | DCP | 21,528 | 195,708 | 483,183 | — | 4,977,700 |
2023 Plan - RSUs(4) | 1,635,187 | — | 398,940 | — | 2,034,127 |
67 | First Interstate BancSystem, Inc. |
68 | First Interstate BancSystem, Inc. |
Median Employee Total Annual Compensation | CEO Total Annual Compensation | Ratio of CEO to Median Employee Total Annual Compensation | ||
$64,398 | $4,402,344(1) | 68 to 1 |
69 | First Interstate BancSystem, Inc. |
Year | Kevin P. Riley | James A. Reuter | Average Summary Comp- ensation Table Total for non- PEO NEOs ($)(2) | Average Summary Comp- ensation Actually Paid to non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | Net Income (in $M) ($) | Comp- ensation Adjusted ROAE ($)(4) | |||
Summary Comp- ensation Table Total for PEO ($)(1) | Comp- ensation Actually Paid to PEO ($)(1)(3) | Summary Comp- ensation Table Total for PEO ($)(1) | Comp- ensation Actually Paid to PEO ($)(1)(3) | Company Total Shareholder Return ($) | KBW Regional Banking Index Total Shareholder Return ($) | |||||
(a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
2024 | ||||||||||
2023 | ||||||||||
2022 | ||||||||||
2021 | ||||||||||
2020 |
PEO: Kevin P. Riley | PEO: James A. Reuter | Average Other NEOs | ||||
2024 ($) | 2024 ($) | 2024 ($) | ||||
Summary Compensation Total | ||||||
'- Grant Date Fair Value of Stock Awards Granted in Fiscal Year | ( | ( | ( | |||
'+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | ||||||
'+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | ( | ( | ||||
'+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | ||||||
'+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ( | ( | ||||
'- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ||||||
'+ Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | ||||||
Compensation Actually Paid |
70 | First Interstate BancSystem, Inc. |
•CAP and the Company’s & Peer Group’s cumulative TSR; |
•CAP and the Company’s Net Income; and |
•CAP and the Company’s Compensation Adjusted ROAE |
71 | First Interstate BancSystem, Inc. |
72 | First Interstate BancSystem, Inc. |
73 | First Interstate BancSystem, Inc. |
74 | First Interstate BancSystem, Inc. |
75 | First Interstate BancSystem, Inc. |
76 | First Interstate BancSystem, Inc. |
77 | First Interstate BancSystem, Inc. |
Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | |||
Compensation: | |||||||||
Severance | $— | $— | $2,000,000 | (a) | $3,000,000 | (b) | $— | $— | |
Pro-rata Bonus | — | — | — | 200,000 | (c) | — | — | ||
Long-term Incentives | |||||||||
- Time-Restricted Awards (d) | — | — | 47,532 | 855,584 | 855,584 | 855,584 | |||
- Performance Awards (e) | — | — | 71,297 | 1,283,342 | 1,283,342 | 1,283,342 | |||
Benefits & Perquisites: | |||||||||
Health Benefits (f) | — | — | 19,458 | 19,458 | — | — | |||
Total | $— | $— | $2,138,287 | $5,358,384 | $2,138,926 | $2,138,926 |
(a) | Severance is equal to two times the sum of: Mr. Reuter's current base salary, plus his average annual incentive compensation paid during the three completed full years prior to termination when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $2,500,000 (two and a half times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Severance benefits are payable over 12 months. These calculations do not include any amounts for the average of annual incentive compensation paid during the three years prior to termination since Mr. Reuter was just hired in November 2024. |
(b) | Severance is equal to two and a half times the sum of Mr. Reuter's current base salary, plus his 2024 target annual cash incentive pro-rated from his start date, payable over 18 months. |
(c) | Reflects Mr. Reuter's target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2024, the amount reflects the target cash award pro-rated from his start date through the end of the year. |
(d) | Reflects full vesting of his time-based RSUs as part of his Sign-On Grant (including dividends accrued through December 31, 2024) upon a qualifying termination during the 6 month period preceding or the 18 month period following a change- in-control or 18 month period following an acquisition, and in the event of death, or disability. Upon involuntary termination without cause or termination for good reason when not in connection to a change-in-control or acquisition, Mr. Reuter would remain entitled, on a pro-rated basis from his start date, to the RSUs from his Sign-On Grant. Awards are valued using the December 31, 2024 closing price of $32.47. |
(e) | Reflects vesting of his PRSUs as part of his Sign-On Grant (including dividends accrued through December 31, 2024) upon a qualifying termination during the 6 month period preceding or the 18 month period following a change-in-control or 18 month period following an acquisition, and in the event of death or disability, payable at target levels. Upon involuntary termination without cause or termination for good reason when not in connection to a change-in-control or acquisition, Mr. Reuter would remain entitled, on a pro-rated basis from his start date, to the PRSUs from his Sign-On Grant. Awards are valued using the December 31, 2024 closing price of $32.47. |
(f) | Estimates the cost of continuing medical, dental, and vision benefits, using 2024 COBRA rates. Assumes 24 months of continued coverage for qualifying terminations not in connection with a change-in-control as well as in connection with a change-in-control. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $24,323, as benefits would continue for 30 months. |
78 | First Interstate BancSystem, Inc. |
Executive Payments and Benefits upon Termination or Change in Control | Retirement | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | |||
Compensation: | |||||||||
Severance | $— | $— | $855,637 | (a) | $1,943,835 | (b) | $— | $— | |
Pro-rata Bonus | — | — | — | 431,963 | (c) | — | — | ||
Long-term Incentives | |||||||||
- Time-Restricted Awards (d) | 172,221 | — | 172,221 | 172,221 | 172,221 | 172,221 | |||
- Performance Awards (e) | 893,196 | — | 893,196 | 893,196 | 893,196 | 893,196 | |||
Benefits & Perquisites: | |||||||||
Survivor Income Benefits (f) | — | — | — | — | 150,000 | — | |||
Health Benefits (g) | — | — | 19,935 | 39,870 | — | — | |||
Total | $1,065,417 | $— | $1,940,989 | $3,481,085 | $1,215,417 | $1,065,417 |
(a) | Severance is equal to one times the sum of: Ms. Mutch's current base salary, plus her average annual incentive compensation paid during the three completed full years prior to termination (for performance in FYE 2021, 2022 and 2023), when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $1,711,274 (two times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Severance benefits are payable over 12 months. |
(b) | Severance is equal to two times the sum of: Ms. Mutch's current base salary, plus her 2024 target annual cash incentive, payable over 12 months. |
(c) | Reflects Ms. Mutch's target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2024, the amount reflects the full target cash award that would be payable in lieu of her 2024 annual incentive award. |
(d) | Reflects full vesting of time-based restricted stock awards upon a qualifying termination. Ms. Mutch has reached retirement eligibility age of 65 in which, as defined in the award agreements, she would not forfeit any outstanding equity awards upon separation except if terminated for cause. Awards are valued using the December 31, 2024 closing price of $32.47. |
(e) | Reflects vesting of outstanding performance-based restricted stock unit awards (including dividends accrued through December 31, 2024) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. In the event of involuntary termination without cause/termination for good reason, Ms. Mutch would remain entitled to the performance restricted stock subject to the level of attainment of the performance criteria as of the last day of the award's performance period. Performance levels for all outstanding performance awards are reflected at target level in the chart above. In the event Ms. Mutch was terminated for cause, all performance-based restricted stock units awards and associated dividend accruals would be forfeited. Awards are valued using the December 31, 2024 closing price of $32.47. |
(f) | Reflects $150,000 of survivor income benefits payable to Ms. Mutch's beneficiaries through a company owned life insurance policy covering the life of Ms. Mutch. Ms. Mutch's beneficiaries would also be entitled to receive $300,000 of life insurance benefits under our group life insurance plan. |
(g) | Estimates the cost of continuing medical, dental, and vision benefits, using 2024 COBRA rates. Assumes 12 months of continued coverage for a qualifying termination not in connection with a change-in-control and 24 months of continued coverage for a termination in connection with a change-in-control. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $29,903, as benefits would continue for 18 months. |
79 | First Interstate BancSystem, Inc. |
Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | |||
Compensation: | |||||||||
Severance | $— | $— | $608,867 | (a) | $1,402,168 | (b) | $— | $— | |
Pro-rata Bonus | — | — | — | 288,682 | (c) | — | — | ||
Long-term Incentives | |||||||||
- Time-Restricted Awards (d) | — | — | — | 372,015 | 372,015 | 372,015 | |||
- Performance Awards (e) | — | — | — | 629,824 | 629,824 | 629,824 | |||
Benefits & Perquisites: | |||||||||
Survivor Income Benefits (f) | — | — | — | — | 150,000 | — | |||
Health Benefits (g) | — | — | 26,994 | 53,987 | — | — | |||
Total | $— | $— | $635,861 | $2,746,676 | $1,151,839 | $1,001,839 |
(a) | Severance is equal to one times the sum of: Mr. Jensen's current base salary, plus his average annual incentive compensation paid during the three completed full years prior to termination (for performance in FYE 2021, 2022, and 2023), when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $1,217,735 (two times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Severance benefits are payable over 12 months. |
(b) | Severance is equal to two times the sum of Mr. Jensen's current base salary, plus his 2024 target annual cash incentive, payable over 12 months. |
(c) | Reflects Mr. Jensen's target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2024, the amount reflects the full target cash award that would be payable in lieu of his 2024 annual incentive award. |
(d) | Reflects full vesting of time-based restricted stock/unit awards (including dividends accrued through December 31, 2024) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death, or disability. Awards are valued using the December 31, 2024 closing price of $32.47. |
(e) | Reflects vesting of performance-based restricted stock/unit awards (including dividends accrued through December 31, 2024) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 2024 closing price of $32.47. |
(f) | Reflects $150,000 of survivor income benefits payable to Mr. Jensen's beneficiaries through a company owned life insurance policy covering the life of Mr. Jensen. Mr. Jensen's beneficiaries would also be entitled to receive $300,000 of life insurance benefits under our group life insurance plan. |
(g) | Estimates the cost of continuing medical, dental, and vision benefits, using 2024 COBRA rates as well as continued employer contributions to Mr. Jensen’s health savings account. Assumes 12 months of continued coverage for a qualifying termination not in connection with a change-in-control and 24 months of continued coverage for a termination in connection with a change-in-control. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $40,490, as benefits would continue for 18 months. |
80 | First Interstate BancSystem, Inc. |
Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | |||
Compensation: | |||||||||
Severance | $— | $— | $570,283 | (a) | $1,584,000 | (b) | $— | $— | |
Pro-rata Bonus | — | — | — | 352,000 | (c) | — | — | ||
Long-term Incentives | |||||||||
- Time-Restricted Awards (d) | — | — | — | 454,068 | 454,068 | 454,068 | |||
- Performance Awards (e) | — | — | — | 636,903 | 636,903 | 636,903 | |||
Benefits & Perquisites: | |||||||||
Survivor Income Benefits (f) | — | — | — | — | 150,000 | — | |||
Health Benefits (g) | — | — | 18,149 | 36,298 | — | — | |||
Total | $— | $— | $588,432 | $3,063,269 | $1,240,971 | $1,090,971 |
(a) | Severance is equal to one times the sum of: Ms. Asker's current base salary, plus her average annual incentive compensation paid during the three completed full years prior to termination (for performance in 2021, 2022, and 2023), when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $1,140,567 (two times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Severance benefits are payable over 12 months. |
(b) | Severance is equal to two times the sum of Ms. Asker's current base salary, plus her 2024 target annual cash incentive, payable over 12 months. |
(c) | Reflects Ms. Asker’s target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2024, the amount reflects the full target cash award that would be payable in lieu of her 2024 annual incentive award. |
(d) | Reflects full vesting of time-based restricted stock/unit awards (including dividends accrued through December 31, 2024) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death, or disability. Awards are valued using the December 31, 2024 closing price of $32.47. |
(e) | Reflects vesting of performance-based restricted stock/unit awards (including dividends accrued through December 31, 2024) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 2024 closing price of $32.47. |
(f) | Reflects $150,000 of survivor income benefits payable to Ms. Asker’s beneficiaries through a company owned life insurance policy covering the life of Ms. Asker. Ms. Asker's beneficiaries would also be entitled to receive $300,000 of life insurance benefits under our group life insurance plan. |
(g) | Estimates the cost of continuing medical, dental, and vision benefits, using 2024 COBRA rates. Assumes 12 months of continued coverage for a qualifying termination not in connection with a change-in-control and 24 months of continued coverage for a termination in connection with a change-in-control. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $27,224, as benefits would continue for 18 months. |
81 | First Interstate BancSystem, Inc. |
Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | |||
Compensation: | |||||||||
Severance | $— | $— | $564,040 | (a) | $1,360,000 | (b) | $— | $— | |
Pro-rata Bonus | — | — | — | 280,000 | (c) | — | — | ||
Long-term Incentives | |||||||||
- Time-Restricted Awards (d) | — | — | — | 333,334 | 333,334 | 333,334 | |||
- Performance Awards (e) | — | — | — | 510,052 | 510,052 | 510,052 | |||
Benefits & Perquisites: | |||||||||
Survivor Income Benefits (f) | — | — | — | — | 150,000 | — | |||
Health Benefits (g) | — | — | 28,856 | 57,712 | — | — | |||
Total | $— | $— | $592,896 | $2,541,098 | $993,386 | $843,386 |
(a) | Severance is equal to one times the sum of: Ms. Robbins' current base salary, plus her average annual incentive compensation paid during the three years prior to termination (for performance in FYE 2021, 2022, and 2023), when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $1,128,080 (two times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Severance benefits are payable over 12 months. |
(b) | Severance is equal to two times the sum of Ms. Robbins' current base salary, plus her 2024 target annual cash incentive, payable over 12 months. |
(c) | Reflects Ms. Robbins' target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2024, the amount reflects the full target cash award that would be payable in lieu of her 2024 annual incentive award. |
(d) | Reflects full vesting of time-based restricted stock/unit awards (including dividends accrued through December 31, 2024) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death, or disability. Awards are valued using the December 31, 2024 closing price of $32.47. |
(e) | Reflects vesting of performance-based restricted stock/unit awards (including dividends accrued through December 31, 2024) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 2024 closing price of $32.47. |
(f) | Reflects $150,000 of survivor income benefits payable to Ms. Robbins' beneficiaries through a company owned life insurance policy covering the life of Ms. Robbins. Ms. Robbins' beneficiaries would also be entitled to receive $300,000 of life insurance benefits under our group life insurance plan. |
(g) | Estimates the cost of continuing medical, dental, and vision benefits, using 2024 COBRA rates. Assumes 12 months of continued coverage for a qualifying termination not in connection with a change-in-control and 24 months of continued coverage for a termination in connection with a change-in-control. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $43,284, as benefits would continue for 18 months. |
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2024 | 2023 | ||||||
Audit fees (1) | $ | 2,084,800 | $ | 1,896,000 | |||
Audit-related fees (2) | 60,000 | 30,000 | |||||
Tax fees (3) | 497,687 | — | |||||
All other fees (4) | 5,200 | — |
(1) | Audit fees consist of fees for the audit of the financial statements included in our Annual Reports on Form 10-K, reviews of the Quarterly Reports on Form 10-Q and other documents filed with the SEC, accounting consultations, expenses, and consents. For 2024, $148,000 related to internal control matters and incremental testing in other areas and for 2023, $490,000 related to internal control matters and related services, and $50,000 in fees for EY work paper access. | ||||
(2) | Audit-related fees consist of fees associated with assurance services related to regulatory compliance. | ||||
(3) | Tax fees in 2024 related to fiduciary trust tax compliance services and return preparation and review by EY. | ||||
(4) | Other fees in 2024 relate to publication and subscription services from EY. |
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Frances P. Grieb (Chair) | Alice S. Cho | Thomas E. Henning | David L. Jahnke | Dennis L. Johnson |
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Beneficial Ownership Table | ||||
Common Stock Beneficially Owned | ||||
Name of Beneficial Owner | Number of Shares | Percent of Class | ||
Directors and nominees for director | ||||
Stephen B. Bowman | 3,579 | * | ||
James A. Reuter | 0 | * | ||
Alice S. Cho | 7,585 | * | ||
Frances P. Grieb | 25,466 | * | ||
Thomas E. Henning | 24,052 | * | ||
John M. Heyneman, Jr.(1) | 2,150,810 | 2.1% | ||
David L. Jahnke | 25,541 | * | ||
Dennis L. Johnson | 7,847 | * | ||
Stephen M. Lacy | 16,874 | * | ||
Patricia L. Moss | 17,219 | * | ||
Joyce A. Phillips | 6,392 | * | ||
Daniel A. Rykhus | 22,046 | * | ||
James R. Scott (2) | 4,405,788 | 4.3% | ||
Jeremy P. Scott (3) | 3,486,475 | 3.4% | ||
Jonathan R. Scott (4) | 1,623,145 | 1.6% | ||
Named Executive Officers who are not directors | ||||
Lorrie F. Asker | 6,511 | * | ||
Kirk D. Jensen | 20,560 | * | ||
Marcy D. Mutch (5) | 71,148 | * | ||
Kristina R. Robbins | 7,458 | * | ||
Kevin P. Riley | 203,478 | * | ||
All executive officers and directors as a group (19 persons) | 8,449,722 | 8.2% | ||
5% or greater security holders | ||||
Scott Family FIBK Shareholder Group (6) | 13,308,732 | 12.9% | ||
The Vanguard Group (7) | 9,180,537 | 8.9% | ||
BlackRock, Inc. (8) | 8,267,067 | 8.0% | ||
FMR LLC (9) | 6,786,334 | 6.6% | ||
Franklin Mutual Advisers, LLC (10) | 5,384,069 | 5.2% | ||
* Less than 1% of the Company’s common stock outstanding. |
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(1) | Includes 264,370 shares over which Mr. Heyneman reports shared voting and shared dispositive power. Mr. Heyneman disclaims beneficial ownership, except to the extent of his pecuniary interest therein, over 639,256 of the shares reported as beneficially owned indirectly by Mr. Heyneman, which shares are reported as indirectly beneficially owned, in the aggregate, through a limited partnership and several family trusts. |
(2) | Includes 429,014 shares over which Mr. Scott reports shared voting and shared dispositive power. Mr. Scott has caused a trust through which he reports indirect beneficial ownership in the shares to pledge as collateral security for a loan from Western Security Bank 395,000 shares of common stock. Mr. Scott’s service on the Board will end at the 2025 annual meeting. |
(3) | Mr. Scott has caused a trust through which he reports indirect beneficial ownership in the shares to pledge as collateral security for a line of credit (which does not currently carry a balance) with Morgan Stanley 68,942 shares of common stock. Mr. Scott has also caused a limited partnership through which he reports indirect beneficial ownership in the shares to pledge as collateral security for a line of credit (which does not currently carry a balance) with Morgan Stanley 680,000 shares of common stock. |
(4) | Mr. Scott has caused a trust through which he reports indirect beneficial ownership in the shares to pledge as collateral security for a loan from Western Security Bank 380,000 shares of common stock. Mr. Scott’s service on the Board will end at the 2025 annual meeting. |
(5) | Includes Ms. Mutch’s 2023 RSUs, 2024 RSUs, and 2025 RSUs granted on March 15, 2025, totaling 17,077 RSUs, that vested 100% upon Ms. Mutch attaining retirement eligibility under the terms of the respective award agreement, but have not been delivered as of March 26, 2025. Because these awards are 100% vested, they could be delivered to Ms. Mutch within 60 days of March 26, 2025 if Ms. Mutch were to undergo a separation from service. |
(6) | Based on an amendment to Schedule 13D filed with the SEC on May 29, 2024 by James R. Scott, as well as reports filed pursuant to Section 16 of the Exchange Act. As disclosed in the Schedule 13D, the Scott Family FIBK Shareholder Group is composed of John M. Heyneman, Jr., Susan S. Heyneman, Julie Scott Rose, James R. Scott, James R. Scott, Jr., Jeremy P. Scott, Jonathan R. Scott, Risa K. Scott, Geoffrey D. Scott, and several trusts, foundations, entities and other shareholders of the Company affiliated with such Scott family members which are identified in the Schedule 13D and which signed with such family members the Scott Family Stockholder Agreement dated September 15, 2021. The foregoing family members report sole or shared voting and dispositive power over all of such shares. |
(7) | Based solely on an amendment to Schedule 13G filed with the SEC on February 13, 2024 by The Vanguard Group. As disclosed in the Schedule 13G/A, this includes 0 shares over which The Vanguard Group has sole voting power, 64,867 shares over which The Vanguard Group has shared voting power, 9,026,392 shares over which The Vanguard Group has sole dispositive power, and 154,145 shares over which The Vanguard Group has shared dispositive power. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
(8) | Based solely on an amendment to Schedule 13G filed with the SEC on January 26, 2024 by BlackRock, Inc (“BlackRock”). As disclosed in the Schedule 13G/A, this includes 7,856,561 shares over which BlackRock has sole voting power, 0 shares over which BlackRock has shared voting power, 8,267,067 shares over which BlackRock has sole dispositive power, and 0 shares over which BlackRock has shared dispositive power. The address for BlackRock is 50 Hudson Yards, New York, New York 10001. |
(9) | Based solely on a Schedule 13G filed with the SEC on February 12, 2025 by FMR LLC (“FMR”) and Abigail P. Johnson, who is a Director, the Chairman and the Chief Executive Officer of FMR. As disclosed in the Schedule 13G, this includes 6,779,054 shares over which FMR has sole voting power, 0 shares over which FMR has shared voting power, and 6,786,334 shares over which FMR has sole dispositive power, and 0 shares over which FMR has shared dispositive power. Ms. Johnson reported sole dispositive power of 6,786,334 shares. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210. |
(10) | Based solely on a Schedule 13G filed with the SEC on January 30, 2024 by Franklin Mutual Advisers, LLC, an indirect wholly owned subsidiary of Franklin Resources, Inc. As disclosed in the Schedule 13G, this includes 5,088,349 shares over which Franklin Mutual Advisers, LLC, has sole voting power, 0 shares over which Franklin Mutual Advisers, LLC, has shared voting power, 5,384,069 shares over which Franklin Mutual Advisers, LLC, has sole dispositive power, and 0 shares over which Franklin Mutual Advisers, LLC, has shared dispositive power. The address for Franklin Mutual Advisers, LLC, is 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078‑2789. |
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PROPOSAL 1 | The Board recommends you vote your shares FOR the election of each of the four director nominees. |
PROPOSAL 2 | The Board recommends you vote your shares FOR the adoption of a non-binding advisory resolution on executive compensation. |
PROPOSAL 3 | The Board recommends you vote your shares FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025. |
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A-1 | First Interstate BancSystem, Inc. |
A-2 | First Interstate BancSystem, Inc. |
FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES | ||||||
Non-GAAP Financial Measures | ||||||
(Unaudited) | ||||||
As of or For the Year Ended | ||||||
(In millions, except % and per share data) | Dec 31, 2024 | Dec 31, 2023 | Dec 31, 2022 | Dec 31, 2021 | Dec 31, 2020 | |
Total common stockholders' equity (GAAP) | (A) | $3,304.0 | $3,227.5 | $3,073.8 | $1,986.6 | $1,959.8 |
Less goodwill and other intangible assets (excluding mortgage servicing rights) | 1,195.7 | 1,210.3 | 1,225.9 | 690.9 | 700.8 | |
Tangible common stockholders' equity (Non- GAAP) | (B) | $2,108.3 | $2,017.2 | $1,847.9 | $1,295.7 | $1,259.0 |
Average common stockholders’ equity (GAAP) | (C) | $3,266.0 | $3,150.9 | $3,189.5 | $1,974.1 | $1,985.2 |
Less: average goodwill and other intangible assets (excluding mortgage servicing rights) | 1,202.8 | 1,217.9 | 1,186.5 | 695.7 | 706.1 | |
Average tangible common stockholders’ equity (Non-GAAP) | (D) | $2,063.2 | $1,933.0 | $2,003.0 | $1,278.4 | $1,279.1 |
Common shares outstanding | (E) | 104,586 | 103,942 | 104,442 | 62,200 | 62,096 |
Reported net income (loss) | (F) | 226.0 | 257.5 | 202.2 | 192.1 | 161.2 |
Book value per share (GAAP) | (A)/(E) | 31.59 | 31.05 | 29.43 | 31.94 | 31.56 |
Tangible book value per common share (Non- GAAP) | (B)/(E) | 20.16 | 19.41 | 17.69 | 20.83 | 20.28 |
Return on average common stockholders' equity (GAAP) | (F)/(C) | 6.92% | 8.17% | 6.34% | 9.73% | 8.12% |
Return on average tangible common stockholders’ equity (Non-GAAP) | (F)/(D) | 10.95% | 13.32% | 10.09% | 15.03% | 12.60% |
As of or For the Year Ended | ||||||
(In millions, except % and per share data) | Dec 31, 2019 | Dec 31, 2018 | Dec 31, 2017 | Dec 31, 2016 | Dec 31, 2015 | |
Total common stockholders' equity (GAAP) | (A) | $2,013.9 | $1,693.9 | $1,427.6 | $982.6 | $950.5 |
Less goodwill and other intangible assets (excluding mortgage servicing rights) | 711.7 | 631.6 | 521.8 | 222.5 | 215.1 | |
Tangible common stockholders' equity (Non- GAAP) | (B) | $1,302.2 | $1,062.3 | $905.8 | $760.1 | $735.4 |
Average common stockholders’ equity (GAAP) | (C) | $1,899.0 | $1,525.8 | $1,243.7 | $963.5 | $926.1 |
Less: average goodwill and other intangible assets (excluding mortgage servicing rights) | 694.1 | 566.6 | 408.9 | 216.7 | 216.5 | |
Average tangible common stockholders’ equity (Non-GAAP) | (D) | $1,204.9 | $959.2 | $834.8 | $746.8 | $709.6 |
Common shares outstanding | (E) | 65,246 | 60,623 | 56,466 | 44,926 | 45,458 |
Book value per share (GAAP) | (A)/(E) | 30.87 | 27.94 | 25.28 | 21.87 | 20.91 |
Tangible book value per common share (Non- GAAP) | (B)/(E) | 19.96 | 17.52 | 16.04 | 16.92 | 16.18 |
B-1 | First Interstate BancSystem, Inc. |
B-2 | First Interstate BancSystem, Inc. |