James A. Reuter
FIRST INTERSTATE BANCSYSTEMAbout James A. Reuter
James A. Reuter, 60, has served as President and CEO of First Interstate BancSystem (FIBK) and as a member of the Board since November 1, 2024 . He brings 37+ years of banking experience, including CEO of FirstBank Holding Company (2017–retired March 2024), where assets grew from ~$17B to >$28B during his tenure; he began at FirstBank in 1987 and previously served as COO overseeing IT, digital, payments, lending operations, and more . He holds a Bachelor’s degree in finance and music from Luther College . For 2024, FIBK reported net income of $226.0M; the company’s Pay vs. Performance table shows Company TSR of 102.07 and KBW Regional Banking Index TSR of 130.91 for the same period, and Compensation-Adjusted ROAE of 9.04 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FirstBank Holding Company (CO) | President & Chief Executive Officer | 2017–Mar 2024 | Led one of the largest growth periods; assets rose from ~$17B (2016) to >$28B |
| FirstBank | President & Chief Operating Officer | 1999–2017 | Oversaw loan/mortgage ops, IT, digital banking, payments, business banking, contact center, marketing, treasury mgmt |
| FirstBank | Various roles | 1987–1999 | Progressive operating leadership in core banking functions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Bankers Association | Director; Government Relations Committee; Payments Systems Advisory Council; Venture Investment Committee | — | National industry policy and payments ecosystem engagement |
| The Clearing House | Real Time Payments Business Committee | — | Industry payments modernization contributor |
| Mid-Size Bank Coalition of America | Director | — | Peer bank advocacy and best practices |
| Federal Reserve Faster Payments Task Force | Steering Committee | — | US payments infrastructure evolution |
| Colorado Bankers Association | Director | — | State-level industry leadership |
| CEOs Against Cancer (American Cancer Society, CO Chapter) | Board member (current) | — | Community and non-profit leadership |
| Multiple nonprofits (Women’s Foundation of CO, Special Olympics CO, Ability Connection CO, Blind Institute of Technology, Cerebral Palsy of CO, Mentor Young Americans Bank, Center City Collaborative) | Director (prior roles) | — | Community development and inclusion |
Fixed Compensation (Cash & Perks)
| Item | 2024 Detail |
|---|---|
| Annual base salary rate | $1,000,000 (effective upon start) |
| Salary actually paid in 2024 (pro-rated) | $138,462 |
| 2024 STI opportunity (pro-rated for service from 11/1/24) | Threshold $100,000; Target $200,000; Max $400,000 |
| 2024 STI actual payout | $200,000 |
| 2024 All Other Compensation (select items) | $84,523 total: 401(k) match $6,923; relocation $50,000; matching charitable contributions $5,100; attorneys’ fees reimbursement $22,500 |
| Perquisites/benefits (agreement) | Club initiation/dues, company automobile; competitive benefits |
Performance Compensation (Equity and Incentives)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| Time-based RSUs (Sign-On) | 11/1/2024 | 25,974 | 799,999 | Cliff vest on 11/1/2029, service-based |
| PRSUs (Sign-On; target) | 11/1/2024 | 38,960 target (19,480 threshold; 77,920 max) | 1,317,822 | 5-year performance period 1/1/2025–12/31/2029; vest based on performance; 50% TSR (Monte Carlo $36.85/sh for PRSU), 50% Core ROAE vs KRX peers; settle generally 3/15/2030 |
| Short-Term Incentive (STI, cash) | 2024 (pro-rated) | — | — | Company/individual performance-based; paid $200,000 for 2024 |
Notes:
- Company states it does not currently grant stock options or SARs .
- PRSU weighting explicitly 50% TSR and 50% Core ROAE relative to KRX peers .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Beneficial ownership (3/26/2025) | 0 shares; <1% of outstanding |
| Unvested sign-on equity | 25,974 RSUs (time-based); 38,960 PRSUs at target (performance-based) |
| 2024 vested stock awards | None (no shares acquired on vesting in 2024) |
| CEO stock ownership guideline | 5x base salary |
| Guideline compliance status (end of 2024) | Policy allows time to comply; at end of 2024, only Riley and Mutch met guidelines among NEOs (new CEO not yet required to be in compliance) |
| Hedging/shorting/pledging policy | Hedging and short-sales prohibited; new pledging and margin loans prohibited after 2/28/2023; legacy pledge reductions required to ≤15% of unencumbered shares within three years |
| Director compensation | No separate director fees while serving as CEO/director |
Implications:
- Large cliff vest in 2029 (RSUs) and PRSU settlement in 2030 can create potential selling pressure windows if not pre-planned via 10b5-1 .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement effective | October 8, 2024; starts as CEO on November 1, 2024 |
| Initial term and renewals | 60 months; auto-renews one year on each anniversary unless 90-day notice; term extends 24 months after a Change in Control |
| Base salary | $1,000,000; reviewed annually; no 2025 merit increase |
| Non-compete/non-solicit | 18 months post-termination; extends to 24 months if termination within 6 months before or 18 months after a Change in Control |
| Severance (no CIC): involuntary w/o cause or good reason resignation | 2x base salary + 2x average annual incentive of prior 3 years; paid over 12 months; pro-rata vesting eligibility for sign-on equity (PRSUs based on actual performance); up to 24 months benefits continuation |
| Severance (CIC + qualifying termination) | 2.5x base salary + 2.5x target annual cash incentive + pro-rated target bonus; paid over 18 months; sign-on equity vests in full at target for PRSUs; up to 24 months benefits continuation |
| 280G excise tax | Best-net approach (reduce or pay in full to maximize after-tax; no excise tax gross-up) |
Executive payments and benefits table (as of 12/31/2024; uses $32.47 stock price for equity valuations):
| Scenario | Severance | Pro-rata Bonus | Time-Restricted Awards | Performance Awards | Health Benefits | Total |
|---|---|---|---|---|---|---|
| Involuntary Termination Without Cause/Good Reason (no CIC) | $2,000,000 (a) | — | $47,532 (d) | $71,297 (e) | $19,458 (f) | $2,138,287 |
| Change in Control + Qualifying Termination | $3,000,000 (b) | $200,000 (c) | $855,584 (d) | $1,283,342 (e) | $19,458 (f) | $5,358,384 |
| Death | — | — | $855,584 | $1,283,342 | — | $2,138,926 |
| Disability | — | — | $855,584 | $1,283,342 | — | $2,138,926 |
| Footnotes and definitions per proxy disclosure . |
Board Governance
- Board service: Director since 2024; current term Class III expiring 2027 .
- Board committees: None (no committee assignments) .
- Dual-role implications: Reuter is a management director (CEO) and receives no separate director compensation, supporting role clarity; Board Chair is independent director Stephen B. Bowman .
- Director compensation policy: Non-employee directors receive retainers/equity; employee CEO does not .
Compensation Committee, Peer Group, and Say-on-Pay
- Compensation Committee: Independent; uses Pearl Meyer as independent consultant; CEO pay approved by Board on Committee recommendation .
- Compensation benchmarking peer group includes regional banks such as Ameris, Associated, Commerce, Glacier, Old National, Prosperity, SouthState, UMB, United Bankshares, Valley National, among others .
- Say-on-Pay: 2024 advisory vote (covering 2023 NEO pay) approved by >96% of votes cast; no policy changes deemed necessary .
Performance Compensation Design (Metrics and Weighting)
| Incentive | Metrics | Weighting | Period/Notes |
|---|---|---|---|
| PRSUs (Sign-On) | Relative TSR vs KRX peers; Core ROAE vs KRX peers | 50% TSR / 50% Core ROAE | Performance period 1/1/2025–12/31/2029; settle generally 3/15/2030 |
| STI (annual) | Company financial metrics and qualitative measures set annually by Committee | Not disclosed | Pro-rated eligibility from 11/1/2024 for 2024; actual payout $200,000 |
Risk Indicators & Red Flags
- Hedging/short-selling prohibited; new pledging/margin loans prohibited after 2/28/2023; legacy pledges must be reduced to ≤15% of unencumbered holdings within three years .
- Clawback policy covers restatements and egregious misconduct (fraud/dishonesty/gross recklessness), with potential compensation adjustments and termination .
- No option repricing; no excise tax gross-ups; no single-trigger equity vesting on CIC .
- 2022 LTI PRSAs for NEO cohort paid 0% (below threshold on Adj. ROAE and TSR), reinforcing performance sensitivity; CEO at that time was Riley .
Equity Ownership Guidelines (Alignment)
- CEO must hold stock equal to 5x salary; executives restricted from selling until compliant; if out of compliance after meeting, Committee may require equity in STI or restrict sales .
- As of end-2024, only Riley and Mutch met guidelines among NEOs; Reuter, newly appointed, permitted time to comply .
- Beneficial ownership for Reuter reported as 0 shares as of 3/26/2025; unvested sign-on equity creates alignment as performance and service milestones are reached .
Employment Protections (Retention, Transition)
- Long-dated vesting (2029–2030) and 18–24 month post-termination restrictive covenants strengthen retention and protect franchise during transitions .
- Best-net 280G provision avoids shareholder-unfriendly excise tax gross-ups while preserving negotiated economics .
Investment Implications
- Alignment and incentives: Pay mix emphasizes at-risk equity with 50/50 PRSU weighting on TSR and Core ROAE vs KRX—positive for pay-performance alignment; zero current share ownership is offset by sizeable, long-dated equity grants that vest on execution and shareholder returns .
- Retention risk: Low near term given 5-year RSU cliff and 5-year PRSU horizon plus 18–24 month non-compete/non-solicit; severance economics are standard for regionals, with CIC vesting at target acting as a stabilizer in strategic scenarios .
- Trading signals: Potential supply events around November 1, 2029 (RSU cliff) and March 15, 2030 (PRSU settlement) if not managed via 10b5-1; CIC clauses that fully vest sign-on equity at target could increase perceived M&A option value .
- Governance: Management director with no committee roles and independent Chair structure mitigates dual-role concerns; strong say-on-pay support (>96%) and independent consultant oversight reduce governance risk around pay .