David L. Jahnke
FIRST INTERSTATE BANCSYSTEMAbout David L. Jahnke
Independent director since September 2011; age 71; Class III director with term expiring at the 2027 annual meeting. Former Chair of the Board (May 2020–May 2024) and Vice Chair (Aug 2019–May 2020). Completed a 35-year career as partner at KPMG, focused on global financial services clients. Determined independent under NASDAQ rules; Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Partner (financial services focus) | 35 years; career completed in 2010 | Deep accounting/audit expertise and global financial services experience leveraged for Board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radius Recycling, Inc. | Lead Director | Not disclosed | Audit Committee member; Nominating & Corporate Governance Committee Chair |
Board Governance
- Committee assignments and roles:
- Audit Committee member; designated Audit Committee financial expert. Meetings held in 2024: 12.
- Governance & Nominating Committee member. Meetings held in 2024: 8.
- Independence: Board determined all directors other than the CEO are independent; includes Jahnke.
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board and committee meetings; all continuing directors and nominees attended the 2024 annual meeting except one due to a scheduling conflict.
- Prior leadership: Served as Chair of the Board (May 2020–May 2024) and Vice Chair (Aug 2019–May 2020).
Fixed Compensation
| Component | 2024 Value ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 80,625 | Includes retainers/committee fees; Jahnke also received a $22,500 cash payment in 2024 reflecting his quarterly Chair retainer covering the portion of fiscal 2024 he served as Chair (through May 2024). |
| Stock Awards (RSUs) | 79,992 | June 2024 grant; grant-date fair value uses $26.54 per share; RSUs vest on June 1, 2025 subject to continuous service through May 20, 2025 annual meeting. |
| All Other Compensation | 10,656 | Comprises dividend equivalents on vesting of prior equity awards and, for certain directors, matching gifts; categories defined in footnote (5). |
| Total | 171,273 |
Director compensation structure (service year June 1, 2024–May 31, 2025):
- Non-employee director annual retainer: $140,000; approx. $80,000 paid in RSUs on June 1; approx. $60,000 in cash or RSUs quarterly at director’s election.
- Committee retainers: Audit Chair $27,500 (incl. member fee), Audit member $10,000; Governance & Nominating Chair $19,000 (incl. member fee), Governance & Nominating member $7,500; others per table.
Performance Compensation
Directors are not paid performance-based incentives; equity awards are time-based RSUs. Board oversees executive pay metrics and outcomes:
2024 STI metrics (executive program overseen by the Board):
| Performance Measure | Weight | Threshold | Target | Max | Actual 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 pct | 50th pct | 75th pct | 40.8% | 20.4% |
| Funding Result | — | 50% | 100% | 200% | — | 125.6%; capped at 100% for NEO payouts by Committee discretion |
2024 LTI metrics (executive PRSUs):
- 60% PRSUs: performance vs KRX peers on Core ROAE (50%) and Total Shareholder Return (50%); payout range 0–200% with threshold at 25th percentile; 3-year period (1/1/2024–12/31/2026).
- 40% RSUs: time-based; vest 1/3 annually over 3 years.
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Radius Recycling, Inc. | Lead Director; Audit member; Nominating & Corporate Governance Chair | External board responsibilities in audit and governance; useful for benchmarking and governance oversight at FIBK. |
- Compensation & Human Capital Committee interlocks: No members in 2024 were officers/employees or former officers; no related-party relationships requiring disclosure other than James R. Scott. Jahnke is not noted in interlock exceptions.
Expertise & Qualifications
- Significant experience in accounting, auditing, and financial services; extensive knowledge of fiduciary obligations, insurance, and public company duties.
- Audit Committee financial expert designation.
- Governance experience from prior Board Chair/Vice Chair roles and external Lead Director post.
Equity Ownership
| Measure | Value |
|---|---|
| Common Stock Beneficially Owned | 25,541 shares; less than 1% of class. |
| Unvested RSUs (as of Dec 31, 2024) | Each non-employee director held 3,014 unvested RSUs, except Mr. Bowman (6,781) and Jonathan R. Scott (3,579). Implies Jahnke held 3,014. |
| Director Stock Ownership Guideline | 5× annual cash retainer; compliance measured annually on 12-month average price. |
| Compliance Status (end of 2024) | All non-employee directors met guidelines except Ms. Cho, Mr. Bowman, and Ms. Phillips. Jahnke met guidelines. |
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings for 2024 | To the Company’s knowledge, all directors and officers complied; one non-director person (Risa Scott) had 1 late gift filing. No Jahnke delinquencies disclosed. |
Potential Conflicts or Related-Party Exposure
- Related-party transactions (ordinary-course banking): Loans/deposits to related parties at market terms; Governance & Nominating Committee reviews/approves such transactions; no transactions deemed to impair director independence.
- 2024 related-party transaction: sale of airport hangar to entity indirectly owned by James R. Scott; ratified under Related Person Transaction Policy.
- Insider trading policy prohibits hedging and new pledging after Feb 28, 2023 (limited exceptions for pre-existing pledges with mandatory reduction to ≤15% of unencumbered shares within 3 years). Multiple Scott family pledges disclosed; no Jahnke pledges disclosed.
- Scott Family Stockholder Agreement grants designation rights for up to three director nominees (so long as aggregate ownership ≥5%); requires Company to include designees on slate and use efforts to elect/maintain. Governance & Nominating retains qualification oversight. Governance dynamic to monitor for independence/board balance.
Governance Assessment
- Strengths: Jahnke’s audit and accounting depth, Audit Committee financial expert status, and prior Board leadership enhance oversight quality; independence affirmed; strong attendance norms and structured committee work (Audit 12 meetings; Governance 8).
- Alignment: Meets director stock ownership guidelines; receives a balanced cash/equity retainer with clawback provisions; no performance incentives that could misalign risk for directors.
- Signals: Executive pay program uses multi-metric STI and relative TSR/Core ROAE PRSUs; 2024 Committee discretion capped payouts despite formulaic >100% funding due to charge-offs—a positive risk-sensitive governance signal; say-on-pay approval >96% (2024).
- RED FLAGS to monitor: Family designation rights (Scott Family Stockholder Agreement) and disclosed pledging by certain Scott family members can introduce influence/concentration risk; ensure continued robust independence assessments and related-party oversight (Jahnke sits on Governance & Nominating).
Overall, Jahnke presents strong audit/governance credentials and independence, with ownership alignment and active committee engagement; board-level family designation rights and pledging practices are the primary governance risks to monitor, not attributable to Jahnke personally.