Daniel A. Rykhus
FIRST INTERSTATE BANCSYSTEMAbout Daniel A. Rykhus
Independent director of First Interstate BancSystem, Inc. since February 2022; age 60; retired President & CEO of Raven Industries (public company acquired by CNH Industrial) after 31 years in leadership roles, with prior board service at Raven (2008–2021) and Great Western Bancorp (2011–2022), including audit committee experience . The Board has affirmatively determined he is independent under NASDAQ rules; in 2024 the Board met 11 times and all directors attended at least 75% of Board and committee meetings . Core credentials include multi-decade operating leadership, public company governance, and prior bank audit committee experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raven Industries | President & CEO; Director | CEO: ~2010–2021; Director: 2008–2021 | Led transformation from industrial to technology-driven company; public company governance experience |
| Great Western Bancorp | Director; Audit Committee member (past) | 2011–2022 (until acquisition by FIBK) | Bank board experience; audit committee background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various non-profit boards | Director | Ongoing | Advises other businesses; community stewardship |
Board Governance
- Current committee assignments: Compensation & Human Capital Committee (member), Governance & Nominating Committee (member) .
- Committee chairs are independent; regular executive sessions of independent directors are held .
- Independence: Board determined all current directors and nominees other than the CEO are independent under NASDAQ rules .
- Attendance: Board met 11 times in 2024; each director attended ≥75% of Board and committee meetings; nearly all attended the 2024 annual meeting (one exception due to scheduling) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (non-Chair) | $140,000 | ~$80,000 in RSUs granted June 1, 2024; ~$60,000 paid quarterly in cash or RSUs at director’s election |
| Committee fees – Compensation & Human Capital (member) | $10,000 | Chair: $20,000 (inclusive of member fee) |
| Committee fees – Governance & Nominating (member) | $7,500 | Chair: $19,000 (inclusive of member fee) |
| Other committee fee schedules | See table | Audit Chair $27,500/member $10,000; Risk Chair $22,500/member $10,000; Technology Chair $19,000/member $7,500 |
2024 actual compensation (calendar year):
| Name | Fees Earned or Paid In Cash | Stock Awards (grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| Daniel A. Rykhus | $75,000 | $79,992 | $6,394 | $161,386 |
- All Other Compensation for directors may include accrued dividend equivalents paid upon vesting and Foundation matching gifts (no matching gift listed for Rykhus in 2024) .
Performance Compensation
| Equity Type | Grant Date | Number/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | June 1, 2024 | 3,014 unvested RSUs as of 12/31/2024 for each non-employee director (Rykhus included) | Vest June 1, 2025, subject to service through annual meeting date | None; director equity is time-based RSUs; no options or PSUs granted to directors |
- Company maintains clawback provisions applicable to cash and equity awards; hedging/short-selling prohibited; pledging restricted after Feb 28, 2023 with required reductions of pre-existing pledges within three years .
Other Directorships & Interlocks
| Company | Current Public Board | Committee Roles |
|---|---|---|
| None | — | — |
Committee interlocks context:
- Compensation & Human Capital Committee members in 2024: Chair Stephen M. Lacy; Stephen B. Bowman; Patricia L. Moss; Daniel A. Rykhus; James R. Scott (Scott Family nominee; leaving at 2025 AGM) .
- The proxy notes no compensation committee interlocks requiring disclosure in 2024 other than James R. Scott’s related-party status (still independent under NASDAQ); Pearl Meyer is the independent compensation consultant .
Expertise & Qualifications
- 31 years of leadership experience; led Raven’s strategic transformation to technology-driven growth .
- Bank governance: prior Great Western Bancorp director and past audit committee member .
- Public company corporate governance experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Daniel A. Rykhus | 22,046 | <1% | Ownership guidelines: 5x annual cash retainer for directors; Rykhus met guidelines at end of 2024 |
| Unvested RSUs (as of 12/31/2024) | 3,014 | — | Annual director grant; vests June 1, 2025 |
| Pledged shares | None disclosed for Rykhus | — | Company policy restricts new pledging after 2/28/2023 and requires reduction of pre-existing pledges within 3 years |
Governance Assessment
- Board effectiveness: Rykhus brings multi-decade operating leadership and prior bank audit committee experience; serves on Compensation & Human Capital and Governance & Nominating, two core oversight committees—strengthening board coverage of human capital, pay practices, governance, and related-party review .
- Independence and engagement: Affirmed independent; attendance met Board thresholds; director equity ownership guidelines met—positive alignment signal .
- Compensation alignment: Director pay mix emphasizes equity via time-based RSUs; no options/performance units for directors; clawback and anti-hedging policies in place—supportive of investor-aligned governance .
- Conflicts/red flags: No related-party transactions disclosed involving Rykhus; broader Board context includes Scott Family nomination rights and a Scott Family member on Compensation Committee in 2024, though committee independence under NASDAQ maintained—monitor optics and future committee composition after 2025 departures .
- Shareholder sentiment: Say-on-pay (executive) passed with >96% approval in 2024—indicative of general investor confidence in pay governance; continued diligence warranted on credit risk metrics that affected 2024 STI discretion (for executives) and on committee oversight of risk .