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Share Name | Share Symbol | Market | Type |
---|---|---|---|
First Interstate BancSystem Inc | NASDAQ:FIBK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.17 | -0.61% | 27.72 | 26.78 | 28.62 | 28.07 | 27.70 | 28.00 | 399,046 | 22:30:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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4)
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Date Filed:
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1.
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To elect
six
directors to serve three-year terms, or until their respective successors have been elected and appointed;
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2.
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To ratify the appointment by the Board of Directors of two former Cascade Bancorp directors;
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To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending
December 31, 2018
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4.
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To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
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By Internet - access
http://www.voteproxy.com
and follow the on-screen instructions;
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By telephone - call 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 in foreign countries from any touch-tone telephone and follow the instructions;
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By mail - sign, date and mail your proxy card in the envelope provided as soon as possible; or,
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In person - vote your shares in person by attending the annual meeting.
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BY ORDER OF THE BOARD OF DIRECTORS
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Kirk D. Jensen
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Corporate Secretary
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2017 EXECUTIVE SUMMARY
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Annual Meeting
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Time and Date:
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4:00 p.m. Mountain Daylight Time, Wednesday,
May 2, 2018
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Place:
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First Interstate Bank Operations Center
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Record Date:
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Close of business on
March 8, 2018
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Voting:
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Shareholders of record as of the record date are entitled to vote. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to five votes on all matters submitted to a vote of shareholders.
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Attendance:
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If you plan to attend the Annual Meeting in person, you must bring the Notice of Internet Availability of Proxy Materials. 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 holds your shares. You will also need a valid, government-issued picture identification that matches your Notice of Internet Availability of Proxy Materials, legal proxy or other confirming documentation.
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Agenda and Voting Recommendations
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Proposal
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Description
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Board Recommendation
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1
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Election of Six Directors
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"FOR"
each nominee
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2
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Ratification of Appointed Directors
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"FOR"
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3
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Ratification of Appointment of Independent Registered Public Accounting Firm
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"FOR"
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VIA THE INTERNET
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*
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BY MAIL
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Visit the website listed on your proxy card
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Sign, date and return your proxy card in the enclosed envelope
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BY TELEPHONE
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J
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IN PERSON
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Call the telephone number on your proxy card
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Attend the Annual Meeting in Billings
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Commitment to Good Corporate Governance
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Separation of the chair of the Board and chief executive officer roles;
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Appointment of a lead independent director;
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Independent directors serve as chairs of our Audit, Governance & Nominating, Risk, and Compensation Committees;
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Regular executive sessions of independent directors;
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Annual Board and committee self-evaluations;
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Stock ownership guidelines for directors and executive officers; and
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Cash and equity awards with clawback provisions.
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2017 Performance
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•
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For our employees … We believe our employees are our most valuable asset, and we provide them with a compelling work environment and benefits to support their financial and personal wellness.
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For our clients … We continue to invest in systems and strengthen our business processes in order to operate more efficiently and effectively, resulting in an improved operating efficiency ratio and higher customer satisfaction ratings.
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For our communities … We remain committed to our communities, including giving back 2% of our pre-tax earnings and encouraging employee volunteerism.
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For our shareholders … We have consistently reported net income to shareholders for the last 30 years, and have paid over 23 years of consecutive quarterly dividends. We reported earnings of $106.5 million, or $2.05 per diluted share. During 2017, we increased quarterly dividends by 9.1% to $0.24 per common share.
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Executive Compensation Highlights
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Emphasis on pay for performance;
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Attract, retain, and motivate talented and experienced executives within the banking industry;
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Recognize and reward executives whose skill and performance are critical to our success;
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Align interests of our executives with our shareholders; and
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Discourage inappropriate risk taking.
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Key Features of our Executive Compensation Program:
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What we do ...
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What we don't do ...
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Emphasize pay for performance
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No short-selling or hedging of Company securities
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Use multiple performance measures and caps on potential incentive payments
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No single-trigger vesting of equity awards upon change in control
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Use independent compensation consultant
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No excessive perquisites
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Require minimum stock ownership for Directors and Executive Officers (EOs)
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No excise tax gross-ups
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þ
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Maintain a clawback policy to recapture incentive payments
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No repricing or recycling of shares
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Discourage risk taking by reserving the right to use discretion in the payout of all incentives
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No trading in Company securities during designated black-out periods, except under valid trading plans
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1.
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Base salary: Competitive fixed base cash compensation determined by individual factors, such as scope of responsibility, experience, and strategic impact
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2.
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Annual short-term cash incentive: Performance-based awards aligned with the achievement of individual and Company financial and strategic growth objectives and determined by established thresholds.
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3.
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Long-term equity award incentive: Incentives to engage and retain executive officers, with an emphasis on long-term Company performance compared to peers.
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PROPOSAL ONE - ELECTION OF DIRECTORS
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David L. Jahnke
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James R. Scott
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Kevin P. Riley
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John M. Heyneman, Jr.
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Ross E. Leckie
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Teresa A. Taylor
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Nominees
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Name and Age
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Director Since
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Principal Occupation
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James R. Scott, 68
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1971
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Chair of the Board, First Interstate BancSystem, Inc.
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Kevin P. Riley, 58
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2015
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President and Chief Executive Officer, First Interstate BancSystem, Inc.
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David L. Jahnke, 64
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2011
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Retired Partner, KPMG
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John M. Heyneman, Jr, 51
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N/A
(1)
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Executive Director, Plank Stewardship Initiative
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Ross E. Leckie, 60
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2009
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Retired Executive Vice President, Allianz SE
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Teresa A. Taylor, 54
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2012
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Owner and Chief Executive Officer, Blue Valley Advisors, LLC
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Directors Continuing in Office After Annual Meeting
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Name and Age
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Director Since
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Term Expires
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Principal Occupation
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James R. Scott, Jr., 40
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2015
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2019
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Commercial Loan Manager, First Interstate Bank, Medford
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Jonathan R. Scott, 43
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2013
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2019
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President, First Interstate Bank, Jackson
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William B. Ebzery, 68
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2001
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2019
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Owner, Cypress Capital Management, LLC, and Certified Public Accountant-retired
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Charles E. Hart, M.D., 68
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2008
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2020
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Retired President and Chief Executive Officer, Regional Health, Inc.
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Dana L. Crandall, 53
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2014
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2020
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Vice President-Service Delivery, Comcast
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Dennis L. Johnson, 63
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2017
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2020
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President and Chief Executive Officer, United Heritage Financial Group
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Patricia L. Moss, 64
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2017
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2020
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Retired President and Chief Executive Officer, Cascade Bancorp
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Peter I. Wold, 70
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2016
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2020
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President, Wold Energy Partners, LLC and CEO, Wold Oil Properties, LLC
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Steven J. Corning, 65
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2008
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2020
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President and Chief Executive Officer, Corning Companies
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PROPOSAL TWO - RATIFICATION OF APPOINTED DIRECTORS
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Name and Age
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Director Since
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Term Expires
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Principal Occupation
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Dennis L. Johnson, 63
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2017
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2020
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President and Chief Executive Officer, United Heritage Financial Group
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Patricia L. Moss, 64
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2017
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2020
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Retired President and Chief Executive Officer, CACB
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PROPOSAL THREE - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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(1)
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Includes 3,795,676 Class B shares owned beneficially as managing general partner of Nbar5 Limited Partnership, 357,840 Class B shares owned beneficially as general partner of Nbar5 A Limited Partnership, 670,160 Class B shares owned beneficially as acting managing general partner for various Scott family partnerships, 429,180 Class B shares owned beneficially as co-trustee for Scott family members, and 9,648 Class A shares owned through our profit sharing plan.
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(2)
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Includes 2,127,036 Class B shares owned beneficially as managing partner of J.S. Investments Limited Partnership, 35,240 Class B shares owned beneficially as president of the James R. and Christine M. Scott Family Foundation, 75,852 Class B shares owned beneficially as conservator for a Scott family member, 7,096 Class B shares owned beneficially as trustee for a Scott family member, 322,641 Class B shares and 36,389 Class A shares owned beneficially as a board member of Foundation for Community Vitality, a non-profit organization, and 17,764 Class A shares owned through our profit sharing plan.
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(3)
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Includes 1,085,792 Class B shares owned beneficially as managing general partner of Towanda Investments, Limited Partnership, 429,180 Class B shares owned beneficially as co-trustee for Scott family members.
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(4)
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Includes 158,392 Class B shares owned beneficially as trustee for Scott family members, 4,916 Class B shares issuable under stock options and 9,995 Class A shares issuable under stock options.
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(5)
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Includes 29,000 Class A shares owned through a family limited partnership, and 13,081 Class A shares issuable under stock options.
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(6)
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Includes 1,632 Class A shares issuable under stock options.
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(7)
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Includes 4,186 Class A shares issuable under stock options.
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(8)
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Includes 4,464 Class B shares issuable under stock options and 1,972 Class A shares issuable under stock options.
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(9)
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Includes 164 Class A shares owned through our profit sharing plan.
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(10)
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Includes 774,230 Class A shares that may be deemed to be beneficially owned as trustee of our profit sharing plan, 30,066 Class A shares that may be deemed to be beneficially owned as trustee for Scott family members and 6,556,173 Class B shares that may be deemed to be beneficially owned as trustee for Scott family members. Shares owned beneficially by First Interstate Bank, as trustee, may also be beneficially owned by participants in our profit sharing plan and certain Scott family members.
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(11)
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Based solely on a Schedule 13G/A filed with the SEC on February 9, 2018 and prepared as of December 31, 2017. Dimensional Fund Advisors LP, an investment advisor, serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over our Class A shares owned by the Funds, and may be deemed to be the beneficial owner of the Class A shares held by the Funds. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Class A shares held in their respective accounts. To the knowledge of Dimensional, the interest of any one such Fund does not exceed 5% of our Class A shares.
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(12)
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Based solely on a Schedule 13G/A filed with the SEC on February 7, 2018. Includes: (1) 24,995 shares of First Interstate common stock held by Vanguard Fiduciary Trust Company a wholly-owned subsidiary of the Vanguard Group Inc. As a result of its serving as an investment manager of collective trust accounts; and (2) 3,419 shares of First Interstate common stock by Vanguard Investments LTD., a wholly-owned subsidiary of the Vanguard Group, Inc. as a result of its serving as an investment manager of Australian investment offerings.
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(13)
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Based solely on a Schedule 13G filed with the SEC on February 7, 2018. The Bank of New York Mellon Corporation reports sole voting power over 2,177,207 shares and sole and shared dispositive power over 2,091,535 shares and 287,141 shares, respectively. Each of BNY Mellon IHC, LLC and MBC Investments Corporation reports sole voting power over 1,971,008 shares and sole and shared dispositive power over 1,885,329 shares and 287,141 shares, respectively. All of the securities are reported as beneficially owned by The Bank of New York Mellon Corporation and its direct or indirect subsidiaries in their various fiduciary capacities.
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(14)
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Includes 222,528 Class B shares owned beneficially as owner of IXL Ranch, LLC.
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(15)
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Based solely on a Schedule 13G filed with the SEC on February 14, 2018. Macquarie Group Limited and Macquarie Bank Limited both report beneficial ownership over these shares because of their ownership in the following two entities but no voting or dispositive power over such shares, and Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust both report sole voting and dispositive power over 1,846,572 of such shares.
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Directors and Executive Officers
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Name
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Age
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Position
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James R. Scott
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68
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Chair of the Board
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David L. Jahnke
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64
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Director
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Steven J. Corning
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65
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Director
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Dana L. Crandall
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53
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Director
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William B. Ebzery
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68
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Director
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Philip Gaglia
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54
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Executive Vice President and Chief Risk Officer
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Kevin J. Guenthner
(1)
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54
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Senior Vice President and Chief Information Officer
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Charles E. Hart, M.D.
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68
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Director
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John M. Heyneman, Jr.
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51
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Director Nominee
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Jodi D. Hubbell
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52
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Executive Vice President and Chief Operating Officer
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Kirk D. Jensen
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47
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Executive Vice President and General Counsel
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Dennis L. Johnson
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63
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Director
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Ross E. Leckie
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60
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Director
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Patricia L. Moss
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64
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Director
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Marcy D. Mutch
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58
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Executive Vice President and Chief Financial Officer
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Renee L. Newman
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48
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Executive Vice President and Chief Banking Officer
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Kevin P. Riley
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58
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President, Chief Executive Officer and Director
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Randall I. Scott
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64
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Director
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Jonathan R. Scott
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43
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Director
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James R. Scott, Jr.
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40
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Director
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Teresa A. Taylor
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54
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Director
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Peter I. Wold
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70
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Director
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(1)
Mr. Guenthner announced his resignation, effective March 23, 2018.
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Business Biographies
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James R. Scott
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David L. Jahnke
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Steven J. Corning
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Dana L. Crandall
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William B. Ebzery
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Philip G. Gaglia
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Kevin J. Guenthner
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Charles E. Hart, M.D.
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John M. Heyneman, Jr.
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Jodi Delahunt Hubbell
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Kirk D. Jensen
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Dennis L. Johnson
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Ross E. Leckie
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Patricia L. Moss
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Marcy D. Mutch
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Renee L. Newman
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Kevin P. Riley
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Randall I. Scott
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Jonathan R. Scott
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James R. Scott, Jr.
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Teresa A. Taylor
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Peter I. Wold
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CORPORATE GOVERNANCE
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þ
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Identifying organizational values and vision;
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þ
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Ensuring prudence and adherence to ethical practices;
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þ
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Hiring and evaluating our Chief Executive Officer;
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þ
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Ensuring compliance with federal and state law;
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þ
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Providing oversight and counsel to management regarding strategic direction;
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þ
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Ensuring that full and fair disclosure is provided to shareholders, regulators, and other constituents;
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þ
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Ensuring management succession;
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þ
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Overseeing risk management; and
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þ
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Monitoring our performance against established criteria;
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þ
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Renewing and approving policies for Company operations.
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Board Structure and Composition
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Controlled Company Exemptions
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Director Independence
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Charles E. Hart, M.D.
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Patricia L. Moss
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Teresa A. Taylor
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Dana L. Crandall
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Peter I Wold
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Theodore H. Williams
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David L. Jahnke
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Ross E. Leckie
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William B. Ebzery
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Dennis L. Johnson
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Steven J. Corning
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Separate Chairman and Chief Executive Officer Roles
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Lead Independent Director
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Board Meetings and Attendance
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Director Nomination, Selection and Qualifications
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Board Committees and Related Matters
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Governance & Nominating Committee
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Compensation Committee
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Audit Committee
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Credit Committee
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Executive Committee
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Technology
Committee
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Risk Committee
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Board's Role in Risk Oversight
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Audit Committee Pre-Approval Policies and Procedures
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Principal Accounting Fees and Services
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2017
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2016
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Audit fees
(1)
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$
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1,040,000
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$
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635,000
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Audit-related fees
(2)
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19,580
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39,500
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Tax fees
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—
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—
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All other fees
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—
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—
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(1)
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Audit fees consist of fees for the audit of the financial statements included in our annual report on form 10-K and reviews of the quarterly reports on Form 10-Q, including procedures related to acquisitions.
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(2)
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Audit-related fees for 2017 consist of fees for review of our registration statement on Form S-4/A filed with the SEC on April 6, 2017 and Form S-3 filed with the SEC on September 25, 2017. Audit-related fees for 2016 consist of fees for review of our Registration Statement on Form S-4 filed with the SEC on January 27, 2017 and services related to the acquisition of Flathead Bank and CACB.
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Audit Committee Report
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David L. Jahnke
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Dennis L. Johnson
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Dana L. Crandall
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Ross E. Leckie
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Theodore H. Williams
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Peter I. Wold
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Shareholder Communications with the Board
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Financial Code of Ethics
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•
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to deter wrongdoing and to promote, among other things, honest and ethical conduct;
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•
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to promote full, fair, accurate, timely and understandable disclosure in SEC and public filings;
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•
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to promote compliance with applicable laws, rules, and regulations;
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•
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to facilitate prompt internal reporting of violations of the financial code of ethics; and
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•
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to oversee adherence to such code.
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COMPENSATION DISCUSSION AND ANALYSIS
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•
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Kevin P. Riley, President and Chief Executive Officer
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•
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Marcy D. Mutch, Executive Vice President and Chief Financial Officer
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•
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William D. Gottwals, Executive Vice President and Chief Banking Officer
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•
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Stephen W. Yose, Executive Vice President and Chief Credit Officer
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•
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Kirk D. Jensen, Executive Vice President and General Counsel
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2017 Performance
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Compensation of Executive Officers
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Emphasis on pay for performance
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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
|
|
Discourage inappropriate
risk taking
|
Key Features of our Executive Compensation Program:
|
|||
|
|
|
|
What we do
|
What we don't do
|
||
þ
|
Emphasize pay for performance
|
ý
|
No short-selling or hedging of Company securities
|
þ
|
Use multiple performance measures and caps on potential incentive payments
|
ý
|
No single-trigger vesting of equity awards upon change in control
|
þ
|
Use independent compensation consultant
|
ý
|
No excessive perquisites
|
þ
|
Require minimum stock ownership for Directors and Executive Officers (EOs)
|
ý
|
No excise tax gross-ups
|
þ
|
Maintain a clawback policy to recapture incentive payments
|
ý
|
No repricing or recycling of shares
|
þ
|
Discourage risk taking by reserving the right to use discretion in the payout of all incentives
|
ý
|
No trading in Company securities during designated black-out periods, except under valid trading plans
|
Average Named Executive Officer target
compensation mix as of December 31, 2017
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Base Salary
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Competitive fixed base cash compensation
Amount based on individual factors such as scope of responsibility, experience, and strategic impact Approximates 48% of total compensation |
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Annual Short-Term Incentive (STI)
Cash Award |
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Awarded based on individual and Company performance
Awards not guaranteed Awards aligned with Company financial and strategic growth objectives Awards established at threshold, target, and maximum values Approximates 25% of total compensation |
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||
Long-Term Incentive (LTI)
Performance-Based Restricted Stock (PSA) and Time-Based Restricted Stock (RSA) |
||||
Emphasis on long-term Company performance compared to peers
Objective is to engage and retain executive officers Approximates 27% of total compensation |
||||
|
|
|
Factors Considered in Determining Executive Compensation
|
|
BancorpSouth, Inc.
|
First Financial Bancorp
|
International Bancshares Corporation
|
Trustmark Corporation
|
|
Banner Corporation
|
First Midwest Bancorp, Inc.
|
NBT Bancorp, Inc.
|
United Bankshares, Inc.
|
|
Chemical Financial Corporation
|
Fulton Financial Corporation
|
Old National Bancorp
|
United Community Banks, Inc.
|
|
Columbia Banking System, Inc.
|
Glacier Bancorp, Inc.
|
Renasant Corporation
|
Washington Federal, Inc.
|
|
F.N.B Corporation
|
Iberia Bank Corporation
|
Simmons First National Corporation
|
WesBanco, Inc.
|
Analysis of Executive Officer Compensation
|
Officer
|
12/31/2017
Base Salary ($)
|
Kevin P. Riley
|
$678,000
|
Marcy D. Mutch
|
350,000
|
William D. Gottwals
|
350,000
|
Stephen W. Yose
|
305,000
|
Kirk D. Jensen
|
290,000
|
Table 1
|
Performance Goals
|
Actual
|
|||||
Metric
|
Weight
|
Minimum 50% of Target
|
Target Performance
|
Maximum
150% of Target
|
Actual
Performance
|
Weighted Average Funding %
|
|
Adjusted Net Income (in thousands)
|
60.00%
|
$93,472
|
$103,858
|
$114,244
|
$121,743
|
90.00%
|
|
Adjusted Efficiency Ratio
|
40.00%
|
61.45%
|
59.45%
|
57.45%
|
59.30%
|
41.50%
|
|
|
|
|
|
|
|
131.50
|
%
|
Modifier:
|
|
Minimum
|
Target
|
Maximum
|
Actual
|
|
|
Net Promoter Score
|
|
51
|
53
|
55
|
58
|
110.00
|
%
|
|
|
|
|
|
|
144.65
|
%
|
Table 2
|
Performance Goals
|
Actual
|
|||||
Metric
|
Weight
|
Minimum 50% of Target
|
Target Performance Adjusted for CACB
|
Maximum
150% of Target
|
Actual
Performance
|
Weighted Average Funding %
|
|
Adjusted Net Income (in thousands)
|
60.00%
|
$113,283
|
$125,870
|
$138,457
|
$121,743
|
50.16%
|
|
Adjusted Efficiency Ratio
|
40.00%
|
61.01%
|
59.01%
|
57.01%
|
59.30%
|
26.40%
|
|
|
|
|
|
|
|
76.56
|
%
|
Modifier:
|
|
Minimum
|
Target
|
Maximum
|
Actual
|
|
|
Net Promoter Score
|
|
51
|
53
|
55
|
58
|
110.00
|
%
|
|
|
|
|
|
|
84.22
|
%
|
|
|
Performance Goals
|
Actual
|
||||||
Officer
|
12/31/2017 Annualized
Base Salary
($)
|
Target
% of Base Salary
|
2017
Target Value
|
Actual
% of Target Value
|
2017 Actual
Total Payout Value |
Weighted Average Payout %
|
|||
Marcy D. Mutch
|
350,000
|
50
|
175,000
|
100.00
|
175,000
|
|
(1)
|
|
|
William D. Gottwals
|
350,000
|
50
|
175,000
|
57.14
|
100,000
|
|
(2)
|
|
|
Stephen W. Yose
|
305,000
|
50
|
152,500
|
65.57
|
100,000
|
|
(3)
|
|
|
Kirk D. Jensen
|
290,000
|
50
|
145,000
|
93.10
|
135,000
|
|
(4)
|
|
|
Total
|
|
|
$647,500
|
|
$
|
510,000
|
|
|
78.76%
|
Percentile Ranking
|
Award Range
|
Below 35th percentile
|
0%
|
35th to < 49th percentile
|
50 - 100%
|
50th to < 75th percentile
|
100 - 200%
|
Higher than 75th percentile
|
200%
|
Goal
|
|
Percentile Rank
|
|
Unweighted
% of Target Award
|
|
Goal Weight
|
|
Weighted % of Target Award
|
Return on average assets
|
|
53.60%
|
|
84.00%
|
|
33.33%
|
|
28.00%
|
Return on average equity
|
|
60.90
|
|
101.50
|
|
33.33
|
|
33.83
|
Total Shareholder return
|
|
27.20
|
|
—
|
|
33.33
|
|
—
|
Total
|
|
|
|
|
|
100.00%
|
|
61.83%
|
Other Matters
|
|
Stock Ownership Guideline
|
Chief Executive Officer
|
Five (5) times base salary
|
Named Executive Officers (excluding Chief Executive Officer)
|
Three (3) times base salary
|
|
þ
|
Use of multiple metrics in annual incentive plan and use of two long-term incentive vehicles for executive officers;
|
|
þ
|
Each short-term incentive award metric capped at 150%;
|
|
þ
|
Performance-based share awards capped at 200%;
|
|
þ
|
Time-based share awards vest ratably over three years;
|
|
þ
|
Emphasis on long-term and performance-based compensation;
|
|
þ
|
Formal clawback policies applicable to both cash and equity compensation; and
|
|
þ
|
Alignment of interests of our executive officers with the long-term interests of our shareholders through stock ownership guidelines that call for significant share ownership.
|
Compensation Committee Report
|
Teresa A. Taylor, Chair
|
Patricia L. Moss
|
|
Randall I. Scott
|
Steven J. Corning
|
|
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
|
|
2017 Summary Compensation Table
|
|
|
|
|
|
|
Bonus
|
|
Stock
|
|
All Other
|
|
|
Name and
|
|
|
|
Salary
|
(STI)
|
Awards
|
|
Compensation
|
|
Total
|
||
Position
|
|
|
|
($)
|
($)
|
($)
(6)
|
|
($)
(7)
|
|
($)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin P. Riley
(1)
|
|
2017
|
|
$660,616
|
|
$406,800
|
|
$474,560
|
|
254,064
(8)
|
|
$1,796,040
|
President & Chief
|
|
2016
|
|
560,384
|
|
300,000
|
|
299,938
|
|
252,492
(8)
|
|
1,412,814
|
Executive Officer
|
|
2015
|
|
427,652
|
|
185,063
|
|
454,530
|
|
117,804
(8)
|
|
1,185,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcy D. Mutch
(2)
|
|
2017
|
|
342,769
|
|
175,000
|
|
182,427
|
|
25,106
|
|
725,302
|
Exec. Vice President &
|
|
2016
|
|
278,615
|
|
123,000
|
|
119,944
|
|
5,582
(9)
|
|
527,141
|
Chief Financial Officer
|
|
2015
|
|
155,938
|
|
48,000
|
|
69,923
|
|
8,969
|
|
282,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William D. Gottwals
(3)
|
|
2017
|
|
342,308
|
|
100,000
|
|
139,944
|
|
22,852
(10)
|
|
605,104
|
Exec. Vice President &
|
|
2016
|
|
300,012
|
|
93,000
|
|
140,065
|
|
10,696
(10)
|
|
543,773
|
Chief Banking Officer
|
|
2015
|
|
40,385
|
|
60,000
(10)
|
|
N/A
|
|
2,019
(10)
|
|
102,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen W. Yose
(4)
|
|
2017
|
|
298,846
|
|
100,000
|
|
164,934
|
|
22,842
(11)
|
|
586,622
|
Exec. Vice President &
|
|
2016
|
|
198,750
|
|
160,000
(11)
|
|
200,010
|
|
142,956
(11)
|
|
701,716
|
Chief Credit Officer
|
|
2015
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk D. Jensen
(5)
|
|
2017
|
|
283,846
|
|
135,000
|
|
149,940
|
|
21,933
(12)
|
|
590,719
|
Exec. Vice President &
|
|
2016
|
|
250,000
|
|
118,000
(12)
|
|
162,371
|
|
70,255
(12)
|
|
600,626
|
General Counsel
|
|
2015
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Mr. Riley assumed the role of President and Chief Executive Officer on September 23, 2015. Mr. Riley was previously the Company's Executive Vice President and Chief Financial Officer.
|
(2)
|
Ms. Mutch assumed the role of Executive Vice President and Chief Financial Officer on September 23, 2015. Ms. Mutch was previously the Company's Senior Vice President and Investment Relations Officer.
|
(3)
|
Mr. Gottwals joined the Company as Executive Vice President and Chief Banking Officer on November 16, 2015.
|
(4)
|
Mr. Yose joined the Company as Executive Vice President and Chief Credit Officer on April 4, 2016.
|
(5)
|
Mr. Jensen joined the Company as Senior Vice President and General Counsel on January 4, 2016.
|
(6)
|
The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Stock awards are a combination of time based vesting and performance based vesting restricted stock awards. The above table includes the value of the 2015 performance awards based on return on assets, return on equity and total shareholder return performance at the 51st to 60th percentile, the value of the 2016 performance awards based on return on average assets, return on average equity and total shareholder return performance at the 50th to 100th percentile, and the value of the 2017 performance awards based on return on average equity and total shareholder return performance at the 50th to 100th percentile, which would entitle the Named Executive Officers to receive 100% of the performance based vesting restricted stock awarded, or the target shares. The maximum vesting for the performance awards is 150% of target shares for 2015, if return on assets, return on equity and total shareholder return performance are at or above the 76% percentile of the SNL Index for 2015, 200% of target shares for 2016, if return on average assets, return on average equity and total shareholder return performance are at or above the 75% percentile of the SNL Index for 2016, and 200% of target shares for 2017, if return on average equity and total shareholder return performance are at or above the 75% percentile of the SNL Index for 2017. The 2015 performance based vesting restricted stock awards vested at 61.83% of target on December 1, 2017.
|
|
|
|
|
Time Restricted
|
|
Performance Restricted
|
|
|
|
|
Stock Awards
|
|
Stock Awards
|
|
|
|
|
(#)
|
|
(#)
|
|
|
|
|
|
|
|
Kevin P. Riley
|
|
2017
|
|
5,697
|
|
5,697
|
|
|
2016
|
|
5,724
|
|
5,724
|
|
|
2015
|
|
13,733
|
|
2,955
|
|
|
|
|
|
|
|
Marcy D. Mutch
|
|
2017
|
|
2,190
|
|
2,190
|
|
|
2016
|
|
2,289
|
|
2,289
|
|
|
2015
|
|
2,184
|
|
381
|
|
|
|
|
|
|
|
William D. Gottwals
|
|
2017
|
|
1,680
|
|
1,680
|
|
|
2016
|
|
2,673
|
|
2,673
|
|
|
2015
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
Stephen W. Yose
|
|
2017
|
|
1,980
|
|
1,980
|
|
|
2016
|
|
7,080
|
|
N/A
|
|
|
2015
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
Kirk D. Jensen
|
|
2017
|
|
1,800
|
|
1,800
|
|
|
2016
|
|
1,908
|
|
1,908
|
|
|
2015
|
|
N/A
|
|
N/A
|
(7)
|
The amounts shown reflect for each Named Executive Officer: contributions by us to our qualified profit sharing and employee savings plans, under Section 401(k) of the Internal Revenue Code; contributions by us to our nonqualified deferred compensation plan; premiums paid by us for individual long-term care plans; and dividends on unvested restricted stock. The amounts do not reflect premiums paid by us for group health, life and disability insurance policies that apply generally to all salaried employees on a nondiscriminatory basis.
|
(8)
|
The amounts in the All Other Compensation column for Mr. Riley also reflect income from amounts paid by us for social club dues, the personal use of a Company vehicle, Company contributions to Mr. Riley's non-qualified defined contribution supplemental executive retirement plan of $208,282 and $201,140 in
2017
and
2016
, respectively, and relocation costs of $80,645 paid in
2015
.
|
(9)
|
The amounts in the All Other Compensation column for Ms. Mutch also reflect income from amounts paid by us for social club dues.
|
(10)
|
The amounts in the Bonus (STI) column reflect income from a signing bonus of $60,000 paid in 2015 and in the All Other Compensation column amounts paid by us for social club dues.
|
(11)
|
The amounts in the Bonus (STI) column reflect income from a signing bonus of $50,000 paid in 2016 and in the All Other Compensation column amounts paid by us for moving and relocation costs of $135,350 paid in 2016.
|
(12)
|
The amounts in the Bonus (STI) column reflect income from a signing bonus of $25,000 paid in 2016 and in the All Other Compensation column amounts paid by us for relocation expenses of $66,900 paid in 2016 and for social club dues.
|
Equity Compensation Plans
|
þ
|
The maximum number of shares of our Class A Common Stock reserved for issuance under the 2015 Plan was 2,000,000, which was approximately 9.2% of our previously-existing Class A Common Stock outstanding at the time of shareholder approval.
|
þ
|
The 2015 Plan prohibits the repricing of awards without shareholder approval.
|
þ
|
The 2015 Plan prohibits the recycling of shares.
|
þ
|
Awards under the 2015 Plan are subject to broad discretion by the Compensation Committee administering the plan.
|
þ
|
All awards under the 2015 Plan are 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.
|
•
|
Time-restricted awards - three-year graded vesting period; and
|
•
|
Performance-restricted awards - cliff vesting as of March 15, March 15, and December 1
of the third year following the year of the award for 2017, 2016, and 2015, respectively, based on achievement of specified performance conditions.
|
2017 Grants of Plan-Based Awards
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
|
|
||
|
|
|
|
|
Equity Incentive Plan Awards
|
|
All Other Stock Awards:
|
|
|
||
|
|
|
Committee
|
|
|
|
|
|
Number of Shares of
|
|
Grant Date
|
|
|
Grant
|
Approval
|
|
Threshold
|
Target
|
Maximum
|
|
Stock or Units
|
|
Fair Value of
|
Name
|
|
Date
|
Date
|
|
(#)
(1)
|
(#)
(2)
|
(#)
(3)
|
|
(#)
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin P. Riley
|
|
2/15/2017
|
1/18/2017
|
|
—
|
—
|
—
|
|
5,697
(4)
|
|
$237,280
|
|
|
2/15/2017
|
1/18/2017
|
|
2,849
|
5,697
|
11,394
|
|
—
|
|
237,280
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcy D. Mutch
|
|
2/15/2017
|
1/18/2017
|
|
—
|
—
|
—
|
|
2,190
(4)
|
|
91,214
|
|
|
2/15/2017
|
1/18/2017
|
|
1,095
|
2,190
|
4,380
|
|
—
|
|
91,214
|
|
|
|
|
|
|
|
|
|
|
|
|
William D. Gottwals
|
|
2/15/2017
|
1/18/2017
|
|
—
|
—
|
—
|
|
1,680
(4)
|
|
69,972
|
|
|
2/15/2017
|
1/18/2017
|
|
840
|
1,680
|
3,360
|
|
—
|
|
69,972
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen W. Yose
|
|
2/15/2017
|
1/18/2017
|
|
—
|
—
|
—
|
|
1,980
(4)
|
|
82,467
|
|
|
2/15/2017
|
1/18/2017
|
|
990
|
1,980
|
3,960
|
|
—
|
|
82,467
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk D. Jensen
|
|
2/15/2017
|
1/18/2017
|
|
—
|
—
|
—
|
|
1,800
(4)
|
|
74,970
|
|
|
2/15/2017
|
1/18/2017
|
|
900
|
1,800
|
3,600
|
|
—
|
|
74,970
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This represents the threshold payout of 50% of target on the performance shares awarded, one half of which is based on total stockholder return ("TSR") and one half on return on average equity ("ROAE"). In order to receive this threshold payout, the Company’s future three-year TSR/ROAE must be at the 35th percentile or above when compared to the SNL Index.
|
(2)
|
This represents the target payout of 100% of target on the performance based vesting restricted stock awarded, one half of which is based on TSR and one half on ROAE. In order to receive this threshold payout, the Company’s future three-year TSR/ROAE must be at the 50th percentile or above when compared to the SNL Index. Dividends are paid on performance based vesting restricted stock that vest at the same rate as dividends are paid to other shareholders.
|
(3)
|
This represents the maximum payout of 200% of target on the performance based vesting restricted stock awarded, one half of which is based on TSR and one half on ROAE. In order to receive this threshold payout, the Company’s future three-year TSR/ROAE must be at the 76th percentile or above when compared to the SNL Index.
|
(4)
|
This represents the shares of time based restricted stock that vest at a rate of 33% each year through March 15, 2020, contingent on continued employment. Dividends are paid out on these shares at the same time and same rate as dividends are paid to other shareholders.
|
Outstanding Equity Awards at 2017 Fiscal Year-End
|
|
|
Stock Awards
|
||||||
|
|
|
|
|
|
Equity Incentive Plan Awards:
|
|
Equity Incentive Plan Awards:
|
|
|
Number of Shares or Units
|
|
Market Value of Shares or
|
|
Number of Unearned Shares,
|
|
Market Value or Payout Value of Unearned Shares,
|
|
|
of Stock That Have
|
|
Units of Stock That Have
|
|
Units, or Other Rights That Have
|
|
Units, or Other Rights That Have
|
|
|
Not Vested
|
|
Not Vested
|
|
Not Vested
|
|
Not Vested
|
Name
|
|
(#)
(1)
|
|
($)
|
|
(#)
(2)
|
|
($)
|
|
|
|
|
|
|
|
|
|
Kevin P. Riley
|
|
14,106
|
|
$564,945
|
|
11,421
|
|
$457,411
|
|
|
|
|
|
|
|
|
|
Marcy D. Mutch
|
|
4,446
|
|
178,062
|
|
4,479
|
|
179,384
|
|
|
|
|
|
|
|
|
|
William D. Gottwals
|
|
3,462
|
|
138,653
|
|
4,353
|
|
174,338
|
|
|
|
|
|
|
|
|
|
Stephen W. Yose
|
|
6,700
|
|
268,335
|
|
1,980
|
|
79,299
|
|
|
|
|
|
|
|
|
|
Kirk D. Jensen
|
|
3,072
|
|
123,034
|
|
3,708
|
|
148,505
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents unvested time based vesting restricted stock, which at original issuance vested at a rate of one-third each year, contingent on continued employment.
|
(2)
|
Represents the threshold number of performance based vesting restricted stock shares that are expected to vest March 15, 2019 and March 15, 2020 based upon achievement of specified performance conditions and continued employment
.
|
Stock Vested in 2017
|
|
|
Stock Awards
|
||
|
|
Number of Shares Acquired on Vesting
|
|
Value Realized On Vesting
|
Name
|
|
(#)
|
|
($)
(1)
|
|
|
|
|
|
Kevin P. Riley
|
|
9,312
|
|
$367,154
|
Marcy D. Mutch
|
|
1,794
|
|
71,407
|
William D. Gottwals
|
|
891
|
|
37,110
|
Stephen W. Yose
|
|
2,360
|
|
92,394
|
Kirk D. Jensen
|
|
636
|
|
26,489
|
(1)
|
The amount in the Value Realized On Vesting column reflects the closing price of the common stock as reported on the Nasdaq Stock Market on the day prior to vesting multiplied by the number of shares vesting.
|
2017 Non-Qualified Deferred Compensation
|
|
|
Executive Contributions in Last Fiscal Year
|
|
Registrant Contributions in Last Fiscal Year
|
|
Aggregate Earnings In Last Fiscal Year
|
|
Aggregate Withdrawals/Distributions
|
|
Aggregate Balance At Last Fiscal Year End
|
Name
|
($)
(1)
|
|
($)
(2)
|
|
($)
|
|
($)
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin P. Riley
|
|
$120,000
|
|
$230,012
|
|
$25,548
|
|
$—
|
|
$684,587
|
Marcy D. Mutch
|
|
24,600
|
|
966
|
|
2,409
|
|
—
|
|
27,975
|
William D. Gottwals
|
|
115,000
|
|
12,372
|
|
28,787
|
|
—
|
|
251,572
|
Stephen W. Yose
|
|
55,827
|
|
4,790
|
|
2,841
|
|
—
|
|
98,202
|
Kirk D. Jensen
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
(1)
|
The amounts in this column are included as salary and/or short-term incentives for each of the Named Executive Officers in the summary compensation table in the year the contribution was earned.
|
(2)
|
The amounts in this column are included as other compensation for each of the Named Executive Officers in the summary compensation table in the year the contribution was earned.
|
2017 Other Compensation
|
•
|
individual life insurance, as described below under “Survivor Income Benefits;”
|
•
|
payment of social club dues;
|
•
|
dividends on unvested restricted stock;
|
•
|
use of a Company automobile; and
|
•
|
long-term care insurance
|
Survivor Income Benefits
|
Retirement and Related Plan
|
Chief Executive Officer Total Compensation
|
Chief Executive Officer Pay Ratio
|
•
|
Contributions by us to our qualified profit sharing and employee savings plans, under Section 401(k) of the Internal Revenue Code
|
•
|
Contributions by us to our nonqualified deferred compensation plan
|
•
|
Premiums paid by us for individual long-term care plans
|
•
|
Dividends on unvested restricted stock
|
•
|
Income from amounts paid by us for social club dues, signing bonuses, and moving/relocation expenses
|
Median Employee Total Annual Compensation
|
PEO Total Annual Compensation
|
Ratio of PEO to Median Employee Total Annual Compensation
|
$50,483
|
$1,796,040
|
35.6 : 1
|
Employment Agreements
|
Potential Payments Upon Termination or Change of Control
|
Payments Made Upon Termination
|
•
|
salary;
|
•
|
grants and awards received under our equity plans, subject to the vesting and other terms applicable to such grants and awards;
|
•
|
amounts contributed and vested under our profit sharing plan and deferred compensation plan; and
|
•
|
unused paid time off.
|
Severance Payments
|
Payments Made Upon Retirement
|
Payments Made Upon Death
|
Payments Made Upon Disability
|
Payments Made Upon a Change of Control
|
Director Compensation
|
Director Compensation Table
|
Name
|
Fees Earned
|
Stock
|
Options
|
All Other
|
|
or Paid in Cash
|
Awards
|
Awards
|
Compensation
|
Total
|
|
($)
|
($)
(1)
|
($)
|
($)
(2)(3)
|
($)
|
|
|
|
|
|
|
|
James R. Scott
(2)
|
$220,000
|
$109,970
|
$—
|
$11,803
|
$341,773
|
Kevin P. Riley
(4)
|
—
|
—
|
—
|
—
|
—
|
Steven J. Corning
|
48,189
|
24,988
|
—
|
—
|
73,177
|
Dana L. Crandall
|
27,625
|
49,977
|
—
|
—
|
77,602
|
David H. Crum
(5)
|
13,789
|
4,153
|
144,320
|
—
|
162,262
|
William B. Ebzery
|
31,250
|
24,988
|
98,206
|
—
|
154,444
|
Charles E. Hart, M.D.
|
43,875
|
24,988
|
—
|
—
|
68,863
|
Charles M. Heyneman
(3)(6)
|
5,750
|
—
|
—
|
136,345
|
142,095
|
David L. Jahnke
|
54,500
|
24,988
|
—
|
—
|
79,488
|
Dennis L. Johnson
|
30,000
|
24,988
|
—
|
—
|
54,988
|
Ross E. Leckie
|
54,125
|
24,988
|
25,935
|
—
|
105,048
|
Patricia L. Moss
|
31,875
|
24,988
|
—
|
—
|
56,863
|
James R. Scott Jr.
(3)
|
32,375
|
24,988
|
—
|
151,267
|
208,630
|
Jonathan R. Scott
(3)
|
31,625
|
24,988
|
—
|
339,023
|
395,636
|
Randall I. Scott
(2)
|
38,875
|
24,988
|
—
|
11,803
|
75,666
|
Teresa A. Taylor
|
49,188
|
24,988
|
—
|
—
|
74,176
|
Theodore H. Williams
(7)
|
18,000
|
49,977
|
—
|
—
|
67,977
|
Peter I. Wold
(8)
|
41,667
|
33,218
|
—
|
—
|
74,885
|
(1)
|
The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Because of the limited number of stock awards granted to non-employee directors, the number of outstanding stock awards held by the directors at
December 31, 2017
was not materially different from the amounts reflected in the relevant footnotes to the Beneficial Ownership Table included herein under the heading "Security Ownership of Certain Beneficial Owners and Management."
|
(2)
|
The amounts in All Other Compensation includes group medical insurance coverage as a retiree of the Company.
|
(3)
|
The amounts in All Other Compensation includes group medical insurance coverage and compensation as an employee of the Company.
|
(4)
|
Mr. Riley received no compensation for serving as a director, but he was compensated in his capacity as President and Chief Executive Officer.
|
(5)
|
David H. Crum resigned as a director on July 20, 2017.
|
(6)
|
Charles M. Heyneman's board position ended on May 25, 2017 due to family-imposed term limits.
|
(7)
|
Theodore H.Williams announced his resignation as a director effective March 22, 2018.
|
(8)
|
Peter I. Wold received a prorated grant of $8,230 on January 31, 2017 for his partial year of service on the board in 2016, this was in addition to his 2017 director equity grant of $24,988.
|
Director Stock Ownership Guidelines
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
|
Related Person Transaction Policy
|
Related Party Transactions
|
Conflict of Interest Policy
|
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
|
|
Solicitation Information
|
What is a proxy?
|
Why did I receive more than one proxy card?
|
Who pays the cost of this proxy solicitation?
|
Is this proxy statement the only way that proxies are being solicited?
|
Voting Information
|
Who is qualified to vote?
|
How many shares of common stock may vote at the annual meeting?
|
How are votes counted?
|
Is there a quorum requirement?
|
What is the difference between a “shareholder of record” and other “beneficial” holders?
|
How do I vote my shares?
|
•
|
via internet at
www.voteproxy.com
;
|
•
|
via telephone by calling 1-800-PROXIES in the United States or 1-718-921-8500 in foreign countries;
|
•
|
by mailing in the proxy card that will be sent to you by mail or that you may download from the website referred to in the Notice; or
|
•
|
by designating another person to vote your shares with your own form of proxy.
|
Can I vote my shares in person at the annual meeting?
|
What is the Board’s recommendation on how I should vote my shares?
|
How will my shares be voted if I do not specify how they should be voted?
|
Can my broker vote my shares for the proposal regarding the election of directors?
|
How are votes withheld, abstentions and broker non-votes treated?
|
How do I change or revoke my proxy?
|
•
|
sending a written notice of revocation to our corporate secretary that is received prior to the annual meeting, stating that you revoke your proxy;
|
•
|
signing a later-dated proxy card and submitting it so that it is received prior to the annual meeting in accordance with the instructions included in the proxy card(s);
|
•
|
voting again via the internet or by telephone using the instructions described in the Notice; or
|
•
|
attending the annual meeting and voting your shares in person.
|
What vote is required?
|
Who will count the votes?
|
What if I have further questions?
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
|
SHAREHOLDER PROPOSALS
|
|
OTHER MATTERS
|
|
1 Year First Interstate BancSys... Chart |
1 Month First Interstate BancSys... Chart |
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