Alice S. Cho
FIRST INTERSTATE BANCSYSTEMAbout Alice S. Cho
Independent director since May 2020 (Class II; term expires at the 2026 annual meeting), age 58. Senior Advisor at Boston Consulting Group since 2021; former Managing Director at Promontory Financial Group and Advisor to Varo Money, with deep expertise in risk management, regulatory compliance, and corporate governance. Designated Audit Committee Financial Expert and serves as Chair of FIBK’s Risk Committee (Risk Management Expert). Board has affirmatively determined she is independent; directors attended at least 75% of Board/committee meetings in 2024 (Board met 11 times) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor | 2021–present | Advises on risk, governance, and strategy |
| Varo Money, Inc. | Advisor to board/CEO/senior management | 2017–2020 | Risk management for digital-only banking model |
| Promontory Financial Group | Managing Director; Head, West Coast Practice | 2005–2017 | Led engagements on ERM, compliance, governance, regulatory strategy |
| BITS (Bank Policy Institute tech arm) | Director | Not disclosed | Industry technology and policy engagement |
| Federal Reserve Board | Special Advisor to Vice Chair Alice M. Rivlin | Not disclosed | Banking policy advisory |
| U.S. Office of Management and Budget | Policy staff | Not disclosed | Banking policy work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Globe Life, Inc. | Director | Current | Audit Committee Member |
| University of Chicago Harris School of Public Policy | Advisory Council | Current | Advisory role |
Board Governance
- Committees: Audit Committee (member, designated Financial Expert) and Risk Committee (Chair; designated Risk Management Expert) .
- Independence: Board determined all directors except the CEO are independent; Cho is independent under NASDAQ rules .
- Engagement: Board met 11 times in 2024; each director attended ≥75% of meetings of the Board and their committees .
- Committee cadence: Audit met 12 times (Cho is a member); Risk met 4 times (Cho is Chair) in 2024 .
- Governance quality features: All Board committees are chaired by independent directors; regular executive sessions of independent directors .
- Tenure/class: Class II director; term expires at the 2026 annual meeting .
Fixed Compensation
Director compensation structure (2024–2025 service year):
| Item | Amount/Terms |
|---|---|
| Annual retainer (non-Chair) | $140,000; approx. $80,000 in RSUs on June 1, 2024; approx. $60,000 in cash or RSUs quarterly at director’s election |
| Committee Chair retainers | Audit $27,500; Compensation $20,000; Governance $19,000; Risk $22,500; Technology $19,000 (inclusive of member fee) |
| Committee member retainers | Audit $10,000; Compensation $10,000; Governance $7,500; Risk $10,000; Technology $7,500 |
Alice S. Cho – 2024 director compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 88,750 |
| Stock Awards (RSUs) | 79,992 |
| All Other Compensation | 8,394 (includes dividend equivalents and $2,000 matching gifts) |
| Total | 177,136 |
Note: 2024 RSUs computed using grant-date price $26.54; RSUs vest June 1, 2025, subject to service through May 20, 2025 .
Performance Compensation
Directors receive time-based RSUs; no performance-based metrics are tied to non-employee director equity grants.
Cho’s 2024 RSU grant details:
| Grant Date | RSUs (#) | Grant-Date Price | Grant-Date Fair Value | Vesting/Condition |
|---|---|---|---|---|
| June 1, 2024 | 3,014 | $26.54 | $79,992 | Vest June 1, 2025, subject to continuous service through the May 20, 2025 annual meeting |
Other Directorships & Interlocks
| Company | Role | Committee(s) | Interlock/Conflict Notes |
|---|---|---|---|
| Globe Life, Inc. | Director | Audit Committee Member | No interlocks with FIBK disclosed; no related-party transactions involving Cho disclosed |
Expertise & Qualifications
- Risk management and regulatory compliance expertise; corporate governance and technology innovation experience in financial services; designated Audit Committee Financial Expert and Risk Management Expert .
- Senior advisory and policy background spanning BCG, Promontory, Federal Reserve Board, OMB, and industry technology forums .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common) | 7,585 shares; <1% of class |
| Unvested RSUs at 12/31/2024 | 3,014 |
| Director ownership guideline | 5× annual cash retainer; measured on 12‑month average price; no sales until compliant |
| Compliance status (year-end 2024) | Not yet met (along with Mr. Bowman and Ms. Phillips); others met |
| Pledging policy (general) | New pledges prohibited after Feb 28, 2023; legacy pledges must be reduced per policy; hedging/short-selling prohibited |
Governance Assessment
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Strengths:
- Risk Committee Chair with designated Risk Management Expert status and Audit Committee Financial Expert credential—strong alignment with FIBK’s credit/cyber/regulatory risk oversight needs .
- Confirmed independence; committees chaired by independent directors; regular independent executive sessions; attendance standards met in 2024 .
- External public company board experience (Globe Life Audit Committee) enhances governance perspective and financial oversight rigor .
-
Potential concerns and RED FLAGS:
- Not in compliance with director equity ownership guidelines at year-end 2024—alignment shortfall versus policy benchmark (guideline = 5× cash retainer) .
- Beneficial ownership is modest (<1% of class; 7,585 shares), typical for outside directors but warrants monitoring until guideline compliance is achieved .
- Board composition influenced by Scott Family Stockholder Agreement (designation rights up to three nominees); while not specific to Cho, this structural feature can affect board dynamics and independence perceptions over time .
-
Related-party/transactions:
- Company conducts ordinary-course banking transactions with related parties under approved policy; no Cho-specific related-party transactions disclosed .
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Compensation mix and incentives:
- Cho’s 2024 mix combines cash fees ($88,750) and equity RSUs ($79,992), with dividend equivalents and limited perquisites via foundation matching; RSUs are time-based only (no performance grant features for directors) .
Overall signal: A governance-focused risk expert with strong committee roles; primary monitoring item is equity ownership guideline compliance progression in 2025–2026 .