James R. Scott, Jr.
FIRST INTERSTATE BANCSYSTEMAbout James R. Scott
Note: First Interstate’s proxy lists the director as “James R. Scott” (no “Jr.”). A “James R. Scott, Jr.” is identified as part of the Scott Family FIBK Shareholder Group, but is not listed as a director. All data below refer to director James R. Scott as disclosed in FIBK’s DEF 14A .
- Age 75; director since 1971; former Chair (2016–2020), Executive Vice Chair (2012–2016), and Vice Chair (1990–2012) .
- Independent under NASDAQ rules (all directors except the CEO were determined independent) .
- Will resign from the Board effective at the 2025 annual meeting per an April 2024 agreement with the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Interstate BancSystem, Inc. | Director | 1971–2025 (to resign at 2025 annual meeting) | Board leadership history: Chair (2016–2020), Executive Vice Chair (2012–2016), Vice Chair (1990–2012) |
| First Interstate Bank (subsidiary) | Director; Chair | Director 2007–2020; Chair 2011–2020 | Oversight of bank operations and strategy |
| Padlock Ranch Corporation | Chair; Director | Chair 1999–2017; Director (current) | Agriculture industry leadership |
| Homer A. and Mildred S. Scott Foundation | Chair | 1990–2006 | Philanthropic leadership |
| First Interstate BancSystem Foundation | Chair | 1990–2006 | Community investment oversight |
| Scott Family Services, Inc. | Chair | 2003–2012 | Family enterprise leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation for Community Vitality | Director | Not specified | Non‑profit governance |
| Blackfeet Indian Land Trust | Director | Not specified | Land trust governance |
| Fountain Valley School of Colorado | Lifetime Trustee | Not specified | Education governance |
| Current public company boards | None | — | — |
Board Governance
- Committee assignments (current): Compensation & Human Capital (member); Technology, Innovation & Operations (member). Mr. Scott will leave his committees upon his 2025 annual meeting resignation .
- Independence: The Board affirmed independence for all directors and nominees other than the CEO .
- Attendance: In 2024 the Board met 11 times; each director attended at least 75% of Board and applicable committee meetings; all continuing directors/nominees attended the 2024 annual meeting except one due to a scheduling conflict .
- Board leadership: Independent Chair (Stephen B. Bowman) and regular executive sessions of independent directors .
Fixed Compensation
Director retainer structure (service year June 1, 2024 – May 31, 2025)
| Component | Amount | Notes |
|---|---|---|
| Annual non‑employee director retainer | $140,000 | ~$80,000 in RSUs on June 1, 2024; ~$60,000 paid quarterly in cash or RSUs at director election |
| Chair of the Board retainer | $230,000 | ~$130,000 in RSUs; ~$100,000 quarterly cash/RSUs (Chair retainer in lieu of other fees) |
| Committee retainers | See table | Chair retainer is inclusive of member fee |
Committee retainer schedule
| Committee | Chair Retainer | Member Retainer |
|---|---|---|
| Audit | $27,500 | $10,000 |
| Compensation & Human Capital | $20,000 | $10,000 |
| Governance & Nominating | $19,000 | $7,500 |
| Risk | $22,500 | $10,000 |
| Technology | $19,000 | $7,500 |
Director compensation received in calendar 2024 (James R. Scott)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $60,625 |
| Stock Awards (grant‑date fair value) | $79,992 |
| All Other Compensation | $20,656 (includes $10,000 matching gifts; remainder largely dividend equivalents on prior awards) |
| Total | $161,273 |
Performance Compensation
Director equity awards (non‑employee directors receive time‑based RSUs; no performance metrics apply)
| Grant | Units / Value | Vesting | Notes |
|---|---|---|---|
| Annual director RSUs (June 1, 2024) | 3,014 RSUs; $79,992 grant‑date fair value | Vest June 1, 2025, subject to continuous service through the May 20, 2025 annual meeting | Per policy, grant valued using $26.54 closing price on trading day prior to grant |
Performance metrics tied to director compensation: Not applicable (director equity is time‑based RSUs only) .
Other Directorships & Interlocks
- Current public company directorships: None .
- Family interlocks and nomination rights: The Scott Family Stockholder Agreement gives the Scott family the right (based on ownership level) to designate up to three board nominees; Mr. Scott’s 2025 resignation aligns with a planned family nominee transition. Any designee must meet governance qualification criteria; the company must include designated nominees on its slate while rights remain in effect .
- Compensation Committee Interlocks disclosure: The Compensation & Human Capital Committee reported no interlocks or insider participation requiring disclosure other than James R. Scott (reflecting his prior leadership roles) .
Expertise & Qualifications
- Significant executive management, business, and corporate governance experience; extensive knowledge of FIBK’s history, regulatory environment, and the banking industry .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (3/22/2024) | 4,358,315 shares (4.2% of outstanding) |
| Unvested director RSUs at 12/31/2024 | 3,014 units (typical for non‑employee directors in 2024; Bowman and Jonathan R. Scott differed) |
| Shares pledged as collateral | 395,000 shares pledged by a trust for a loan from Western Security Bank (pre‑existing pledge) |
| Ownership guidelines | Directors must hold 5x annual cash retainer; at end of 2024, all non‑employee directors except Ms. Cho, Mr. Bowman, and Ms. Phillips were in compliance (implying Mr. Scott met the guideline) |
| Insider trading/pledging policy | New pledges prohibited after Feb 28, 2023; existing pledges must be reduced to no more than 15% of the holder’s unencumbered shares within three years |
Governance Assessment
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Strengths
- Deep institutional knowledge and continuity (director since 1971; former Chair/EV Chair/Vice Chair), aiding oversight and historical context .
- Independent director status; broad Board independence; regular executive sessions; independent Chair (supports checks and balances) .
- Good attendance (≥75% Board/committee meetings per director in 2024) .
- Director equity ownership guidelines in place; Mr. Scott appears compliant, aligning interests with shareholders .
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Watch‑items / potential conflicts
- Scott Family nomination rights concentrate influence; ongoing family transitions (Mr. Scott’s 2025 resignation) underscore the family’s board‑level control levers .
- Share pledging: 395,000 shares pledged; while pre‑existing and subject to a reduction plan, pledges are a governance red flag if not reduced in line with policy timelines .
- Related‑party transaction: 2024 sale of a Company airport hangar (~$0.4m) to an entity in which Mr. Scott indirectly owned one‑third; transaction was ratified under the Related Person Transaction Policy (ordinary course terms attested), but still merits monitoring .
- Compensation Committee disclosure notes “other than James R. Scott” in interlocks/insider participation context, reflecting his prior leadership; while not impugning independence, it underscores scrutiny around compensation governance .
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Investor sentiment indicator
- Say‑on‑pay passed with >96% approval at the 2024 annual meeting, signaling broad investor support for compensation practices (broader governance context) .