FIRST INTERSTATE BANCSYSTEM INC Files Definitive Proxy Statement

Ticker: FIBK · Form: DEF 14A · Filed: Apr 11, 2024 · CIK: 860413

First Interstate Bancsystem INC DEF 14A Filing Summary
FieldDetail
CompanyFirst Interstate Bancsystem INC (FIBK)
Form TypeDEF 14A
Filed DateApr 11, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$257.5 million, $2.48, $31.05, $19.41, $257.5
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Stock Awards, Shareholder Meeting

TL;DR

<b>FIRST INTERSTATE BANCSYSTEM INC filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

FIRST INTERSTATE BANCSYSTEM INC (FIBK) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Filing is a Definitive Proxy Statement (DEF 14A) filed on April 11, 2024. The report covers the fiscal year ending December 31, 2023. Includes data for fiscal years 2020, 2021, 2022, and 2023. Details executive compensation components such as grant date fair value of awards and changes in fair value. Provides information on outstanding and unvested option and stock awards.

Why It Matters

For investors and stakeholders tracking FIRST INTERSTATE BANCSYSTEM INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation and voting matters, enabling informed decisions at the upcoming shareholder meeting. The detailed breakdown of stock and option awards, including their fair values and changes, offers transparency into the incentives and rewards for key personnel.

Risk Assessment

Risk Level: low — FIRST INTERSTATE BANCSYSTEM INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosure information without immediate market-moving events.

Analyst Insight

Review the executive compensation details and any proposed resolutions to understand management's incentives and potential shareholder impacts.

Key Numbers

Key Players & Entities

FAQ

When did FIRST INTERSTATE BANCSYSTEM INC file this DEF 14A?

FIRST INTERSTATE BANCSYSTEM INC filed this Proxy Statement (DEF 14A) with the SEC on April 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FIRST INTERSTATE BANCSYSTEM INC (FIBK).

Where can I read the original DEF 14A filing from FIRST INTERSTATE BANCSYSTEM INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FIRST INTERSTATE BANCSYSTEM INC.

What are the key takeaways from FIRST INTERSTATE BANCSYSTEM INC's DEF 14A?

FIRST INTERSTATE BANCSYSTEM INC filed this DEF 14A on April 11, 2024. Key takeaways: Filing is a Definitive Proxy Statement (DEF 14A) filed on April 11, 2024.. The report covers the fiscal year ending December 31, 2023.. Includes data for fiscal years 2020, 2021, 2022, and 2023..

Is FIRST INTERSTATE BANCSYSTEM INC a risky investment based on this filing?

Based on this DEF 14A, FIRST INTERSTATE BANCSYSTEM INC presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosure information without immediate market-moving events.

What should investors do after reading FIRST INTERSTATE BANCSYSTEM INC's DEF 14A?

Review the executive compensation details and any proposed resolutions to understand management's incentives and potential shareholder impacts. The overall sentiment from this filing is neutral.

How does FIRST INTERSTATE BANCSYSTEM INC compare to its industry peers?

First Interstate BancSystem Inc. operates within the commercial banking sector.

Are there regulatory concerns for FIRST INTERSTATE BANCSYSTEM INC?

The filing is made under Rule 14a-101 of the Securities Exchange Act of 1934, concerning proxy statements.

Industry Context

First Interstate BancSystem Inc. operates within the commercial banking sector.

Regulatory Implications

The filing is made under Rule 14a-101 of the Securities Exchange Act of 1934, concerning proxy statements.

What Investors Should Do

  1. Review the executive compensation tables for details on pay structure and awards.
  2. Examine any proposals or resolutions presented for shareholder vote.
  3. Note the dates and details of stock and option awards granted and vested.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the Definitive Proxy Statement for the 2023 fiscal year, following the standard reporting cycle.

Filing Stats: 4,718 words · 19 min read · ~16 pages · Grade level 11.3 · Accepted 2024-04-11 16:24:07

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial 48 Directors and Executive Officers and Business Biographies . . . . . . . 12 Compensation Discussion and Analysis . . . . 57 Corporate Governance . . . . . . . . . 22 Compensation of Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 Board and Committee Members . 25 Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 91 Director Compensation . . . . . . . . . 34 Information About the Shareholder Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92 Proposal Two . . . . . . . . . . . . . . . . . 36 Remaining Sections . . . . . . . . . . . . . . . . . . . . 96 Proposal Three . . . . . . . . . . . . . . . . 44 Appendix A - Reconciliation of GAAP and Non-GAAP Financial Measures . . . . . . . . . . . A- 1 Proposal Four . . . . . . . . . . . . . . . . . 45 Appendix B - Proxy Card . . . . . . . . . . . . . . . . B- 1 In it for the long haul, one day at a time. Find out more at firstinterstatebank.com Proxy Statement 2023 Summary The following is a summary of more detailed information found elsewhere in our proxy statement. This is only a summary, and it may not contain all the information that is important to you. For more complete information, please review this proxy statement in its entirety. When we refer to the "Company," "First Interstate," "we," "our," and "us" in this proxy statement, we mean First Interstate BancSystem, Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, First Interstate BancSystem, Inc. When we refer to the "Bank" in this proxy statement, we mean First Interstate Bank, our wholly owned bank subsidiary. This proxy statement and accompanying proxy card are being provided on or about April 11, 2024 , to our sharehold

Executive Compensation Highlights

Executive Compensation Highlights Our executive compensation program is aligned with our business strategy and is designed to maximize long-term shareholder value. What We Pay and Why — Goals and Elements of Compensation: Emphasize pay for performance; Attract, retain, and motivate talented and experienced executives within the banking industry; Recognize and reward executives whose skill and performance are critical to our success; Align interests of our executives with our shareholders; and Discourage excessive risk taking. Key Features of our Executive Compensation Program: What We Do... What We Do Not Do... Emphasize pay for performance Allow for short-selling, hedging, or pledging of Company securities by Company insiders Use multiple performance measures and caps on potential incentive payments Allow "single-trigger" accelerated vesting of equity-based awards upon change in control Engage an independent compensation consultant Grant excessive perquisites Require minimum equity ownership for directors and executive officers Pay excise tax "gross ups" upon change in control Maintain a clawback policy Reprice or liberally recycle shares Discourage excessive risk taking by reserving the right to use discretion in the payout of all incentives Trade in Company securities during designated black-out periods, except under limited circumstances including valid rule 10b5-1 trading plans Elements of Total Compensation Using a consistent and calibrated pay-for-performance approach across the Company, we reward results, discourage excessive risk taking, and drive long-term shareholder value. To promote a culture that aligns the interests of management with those of our shareholders, our executive compensation program focuses on a mix of fixed and variable compensation. We have three primary elements of compensation: Base salary: Competitive fixed-base cash compensation determined by individual factors, such as scope of

: Gender Identity

Part I: Gender Identity Directors 4 11

: Demographic Background

Part II: Demographic Background Asian 1 0 White 3 11 *As of March 22, 2024. There have been no changes to this information since the publication of the Board Diversity Matrix dated as of M arch 24, 2023, which is included in our definitive proxy statement for our 2023 annual meeting, as filed with the SEC on April 11, 2023. 2023 Proxy Statement 12 First Interstate BancSystem, Inc. Director Biographies David L. Jahnke has been a director since September 2011, Chair of the Board since May 2020, and Vice Chair of the Board from August 2019 to May 2020. In 2010, Mr. Jahnke completed a 35-year career as a partner of KPMG with a focus on global clients, especially in the financial services industry. 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. Governance and Nominating Committee Swiss Re America Holding Corporation (Audit Committee Chair) Radius Recycling, Inc. (Lead Independent Director, Audit Committee and Compensation and Human Resources Committee Member) Kevin P. Riley has been President and Chief Executive Officer of the Company and First Interstate Bank and a member of the Board of Directors since September 2015. Prior to his current role, Mr. Riley served as an Executive Vice President and the Chief Financial Officer of the Company from 2013 to 2015. Mr. Riley leads First Interstate Bank with expertise drawn from more than 36 years of experience in the banking industry. In December 2021, he completed his term representing the Federal Reserve Bank, Ninth District, serving as a member of the Fe

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