Jeremy P. Scott
FIRST INTERSTATE BANCSYSTEMAbout Jeremy P. Scott
Jeremy P. Scott (age 44) is a Class I director nominee designated by the Scott Family Stockholder Agreement; he served as a Board observer since 2023 and was later reported as a director and 10% owner on Section 16 filings . He is Co‑Founder and CEO of J&G Brothers Biz, Inc., and owner/director of GP87 Inc. (snowboard/ski/surf equipment); earlier in his career he worked at First Interstate in various roles, including credit analyst . He holds a Bachelor’s degree in Business from Linfield University and is the great‑nephew of James R. Scott and cousin‑once‑removed of John M. Heyneman and Jonathan R. Scott, current/former directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J&G Brothers Biz, Inc. | Co‑Founder & CEO | Not disclosed | Builds e‑commerce operations selling ~500 products in 15 countries |
| GP87 Inc. | Owner & Director | Not disclosed | Manufacturing leadership across snow/ski/surf equipment |
| First Interstate (earlier career) | Credit Analyst; various roles | Not disclosed | Company familiarity from prior employment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Interstate BancSystem Foundation | Director | Not disclosed | Community/Philanthropy governance |
| TRV Scholarship Fund | Director | Not disclosed | Education philanthropy oversight |
| Padlock Ranch Co. | Director | Not disclosed | Regional business governance (family affiliation) |
Board Governance
- Independence: The Board determined all current directors and director nominees, except the CEO, are independent under NASDAQ rules; this applies to Jeremy P. Scott .
- Committee assignments: As a new nominee, committee roles for Jeremy were “Not applicable” at the time of the proxy; the standing committees are Audit, Compensation & Human Capital, Governance & Nominating, Risk, and Technology, Innovation & Operations .
- Attendance: Directors are expected to attend all Board/committee meetings and the annual meeting; the Board met 11 times in 2024 and each director met the ≥75% attendance threshold .
- Governance architecture: Independent chairs across all committees; regular executive sessions; director equity ownership guidelines; clawback provisions on incentive awards .
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| Annual cash/equity retainer (non‑employee directors) | $140,000 | ~$80,000 granted as RSUs on June 1, balance ~$60,000 paid quarterly in cash or RSUs (director election); service year June 1–May 31 |
| Chair of the Board retainer | $230,000 | ~$130,000 RSUs on June 1; ~$100,000 paid quarterly in cash/RSUs (Chair election) |
| Committee chair fees | Audit: $27,500; Comp: $20,000; Gov/Nom: $19,000; Risk: $22,500; Tech: $19,000 | Inclusive of member retainer |
| Committee member fees | Audit: $10,000; Comp: $10,000; Gov/Nom: $7,500; Risk: $10,000; Tech: $7,500 | Per service year |
| Matching gifts | Up to $10,000 per director per year via Foundation | Eligibility under Matching Gift program |
For Jeremy: As a non‑employee director post‑election, he is subject to the standard director compensation program; specific 2025 pro‑rations are not disclosed in the proxy .
Performance Compensation
| Performance‑linked element | Metrics | Vesting/Terms |
|---|---|---|
| None for directors | N/A | Director equity is granted as time‑based RSUs; no PSUs/options are used for directors in the program described |
Other Directorships & Interlocks
- Public company boards: None disclosed for Jeremy .
- Family interlocks: Jeremy is a Scott family member; James R. Scott and John M. Heyneman have served on the FIBK Board, with current roles detailed in the committee matrix and biographies .
- Designation rights: The Scott Family Stockholder Agreement allows up to three Scott family designees on the Board based on ownership thresholds; Jeremy was designated in lieu of Jonathan R. Scott for the 2025 election .
Expertise & Qualifications
- Entrepreneurial leadership (founder/co‑founder of multiple businesses; >300 cumulative employees at peak across ventures) .
- Regional knowledge of Company markets; prior Company employment informs institutional understanding .
- Board observer since 2023, indicating ongoing engagement with governance matters .
Equity Ownership
| Instrument/Holder | Shares/Units | Nature | Notes |
|---|---|---|---|
| Class B Common Stock (convertible to Class A 1:1) – NBAR5 Limited Partnership | 3,416,108 | Indirect | Class B convertible feature does not expire; reported via Form 3 |
| Class B Common Stock – Jeremy Scott Revocable Trust | 54,918 | Indirect | Reported via Form 3 |
| Class B Common Stock – Jeremy Paul Scott | 14,024 | Indirect | Reported via Form 3 |
| RSUs (Director compensation) | Not disclosed | Direct | RSUs granted under director compensation policy; vest June 1, 2026 (shares issuable upon vest) |
- Section 16 status: Jeremy reported as “Director” and “10% Owner” on filings reflecting group arrangements; disclaimers of beneficial ownership beyond pecuniary interest were noted in Form 3 .
- Ownership guidelines: Non‑employee directors must maintain holdings equal to 5x the annual cash retainer; measurement uses 12‑month average price; until compliant, directors may not sell shares (with limited exceptions). At end‑2024, all non‑employee directors except Cho, Bowman, and Phillips met the guidelines; Jeremy was not yet a director .
Governance Assessment
- Strengths
- Board‑affirmed independence despite family ties; all committees chaired by independent directors .
- Director compensation emphasizes equity alignment via time‑based RSUs; ownership guidelines enforce “skin‑in‑the‑game” .
- Prior engagement as Board observer improves onboarding effectiveness and continuity .
- Risks and RED FLAGS
- Scott Family Stockholder Agreement provides designation rights for up to three seats contingent on ownership, concentrating influence; Jeremy’s nomination derives from this agreement .
- Extensive family interlocks on the Board (James R. Scott, John M. Heyneman) increase the potential for perceived conflicts, even with independence determinations; Board notes ordinary‑course banking/credit transactions and family employment do not impair independence, but investors should monitor related‑party reviews by the Governance & Nominating Committee .
- Section 16 filings reflect 10% owner status tied to group arrangements (NBAR5 LP and trust holdings), which heightens alignment but also control optics; pledging/margin prohibitions apply prospectively per insider trading policy and require reductions of any pre‑existing pledges over time .
Shareholder sentiment signal: Say‑on‑pay support exceeded 96% at the 2024 annual meeting, indicating broader governance confidence, though this pertains to executive pay rather than director compensation .