Dennis L. Johnson
FIRST INTERSTATE BANCSYSTEMAbout Dennis L. Johnson
Independent director (Class II) of First Interstate BancSystem since 2017; age 70. Retired President & CEO of United Heritage Mutual Holding Company (2001–2020) and United Heritage Financial Group/Life Insurance Company (1999–2020); previously President & CEO of United Heritage Financial Services (1994–1998) and General Counsel at United Heritage entities (1983–1999). Serves on FIBK’s Audit Committee (designated Audit Committee Financial Expert) and Risk Committee (designated Risk Management Expert). Also Board Chair of IDACORP, Inc. and Chair of its Corporate Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Heritage Mutual Holding Company | President & CEO | 2001–2020 | Led insurance/financial products businesses; risk management expertise |
| United Heritage Financial Group & United Heritage Life Insurance Company | President & CEO | 1999–2020 | Oversight of annuity/insurance operations; enterprise risk |
| United Heritage Financial Services (broker-dealer) | President & CEO | 1994–1998 | Broker-dealer leadership; regulatory experience |
| United Heritage Mutual Holding Company and affiliates | General Counsel | 1983–1999 | Legal, compliance, fiduciary duties |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| IDACORP, Inc. (NYSE: IDA) | Board Chair; Chair, Corporate Governance & Nominating | Current | Public company directorship; governance leadership |
| Northwest Nazarene University Foundation | Director | Current | Nonprofit board |
| Fidelity Security Assurance Company | Director | Current | Insurance-related board |
| Public Employees Retirement System of Idaho | Former Trustee | Prior service | Pension governance |
| Idaho Citizens’ Committee on Legislative Compensation | Member | Current | Appointed by Idaho Supreme Court |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Johnson is independent .
- Board class/term: Class II; current term expires at 2026 annual meeting .
- Attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and their committee meetings .
- Committee expertise designations: Audit Committee Financial Expert; Risk Committee Risk Management Expert .
- Audit Committee report signatory: Listed among signatories to Audit Committee Report .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | 12 | Each member independent under SEC/NASDAQ rules |
| Risk Committee | Member; Risk Management Expert | 4 | Oversees ERM, credit, liquidity, market, operational and cyber risk |
Fixed Compensation
- Director pay structure (service year June 1–May 31): Standard annual retainer $140,000 per non-employee director (paid approx. $80,000 in RSUs on June 1 and approx. $60,000 in quarterly cash or RSUs at the director’s election). Committee retainers: Audit Chair $27,500/Member $10,000; Risk Chair $22,500/Member $10,000; Compensation Chair $20,000/Member $10,000; Governance Chair $19,000/Member $7,500; Technology Chair $19,000/Member $7,500. Chair of the Board retainer $230,000 with $130,000 RSUs/$100,000 cash split (in lieu of other fees) .
| 2024 Director Compensation (calendar year) | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Dennis L. Johnson | 82,500 | 79,992 | 10,000 (Foundation match/dividend equivalents per footnote) | 172,492 |
- Director equity ownership guidelines: Must hold company stock (including time-vested RSUs) equal to 5× annual cash retainer; as of end-2024 all non-employee directors except Cho, Bowman, and Phillips met the guideline (implies Johnson is in compliance) .
Performance Compensation
- Directors receive time-based RSUs; no performance-based equity for directors is disclosed. 2024 annual RSU grants used a prior-day close of $26.54; RSUs vest June 1, 2025, subject to continuous service through the May 20, 2025 annual meeting .
| 2024 Director Equity Grant | Grant Date | Instrument | Grant-Date Value ($) | Unvested Units at 12/31/2024 (#) | Vesting |
|---|---|---|---|---|---|
| Annual director grant | June 1, 2024 | RSU | 79,992 | 3,014 (for each non-employee director except as noted in footnote) | Time-based; scheduled to vest June 1, 2025, subject to service through 5/20/2025 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| IDACORP, Inc. | Board Chair | Chair, Corporate Governance & Nominating | No related-party or interlock concerns disclosed in FIBK proxy; standard related-party policy applies to all directors |
Expertise & Qualifications
- Insurance CEO and legal background; significant risk management experience .
- Audit Committee Financial Expert designation under SEC rules; financial literacy affirmed by Board .
- Risk Management Expert designation on Risk Committee .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership of FIBK common stock | 7,847 shares; less than 1% of outstanding |
| Unvested director RSUs (12/31/2024) | 3,014 units (per standard annual grant footnote; Johnson not listed as an exception) |
| Director ownership guideline status | Company disclosed all non-employee directors except Cho, Bowman, and Phillips met the 5× cash retainer guideline as of end-2024 (Johnson thus in compliance) |
| Pledging/Hedging | Company prohibits new pledges and hedging after 2/28/2023; pledge footnotes identify certain Scott family pledges, none attributed to Johnson |
Governance Assessment
-
Strengths for investor confidence
- Independent director with deep financial and risk credentials; designated Audit Committee Financial Expert and Risk Management Expert, bolstering oversight quality .
- Strong alignment through equity retainer and ownership guidelines; disclosure indicates Johnson meets director ownership requirements .
- Robust committee activity: Audit (12 meetings) and Risk (4 meetings) provide recurring touchpoints on financial reporting and enterprise risk; Board-wide attendance at ≥75% reinforces engagement .
- Say-on-Pay support of over 96% at 2024 annual meeting indicates broad shareholder endorsement of compensation practices and governance framework .
-
Watch items (no current red flags specific to Johnson)
- Related-party lending exists at the company level under Regulation O/ordinary-course terms (aggregate $5.1m outstanding to related parties at 12/31/2024), but no Johnson-specific related-party transactions are disclosed; governance policy requires review/approval by Governance & Nominating Committee .
- Company-wide insider trading policy prohibits new pledges/hedging after 2/28/2023; pledge disclosures identify Scott family members, not Johnson .
-
Policy framework
- Clawback policy applies to incentive-based compensation; comprehensive committee charters and governance documents publicly available; independent committee composition affirmed .
Notes:
- Board meetings: 11 in 2024; all directors attended ≥75% of Board/committee meetings .
- Committee assignments and expert designations are current as of the 2025 proxy date; committee compositions may change following the 2025 annual meeting .