John M. Heyneman, Jr.
FIRST INTERSTATE BANCSYSTEMAbout John M. Heyneman, Jr.
Independent director of First Interstate BancSystem (FIBK); age 57; current Class III term through 2027; on the Board since May 2018, with prior service from 1998–2004 and 2010–2016. Based in Sheridan, Wyoming; Managing Partner of Awe LLC and Towanda Investments LLC; Chair of Padlock Ranch; former Executive Director of Plank Stewardship Initiative; prior roles in regional economic development and large-ranch operations; NACD Leadership Fellow; completed executive education at Northwestern University Kellogg School of Management. The Board has affirmatively determined he is independent under NASDAQ rules; in 2024 each director attended at least 75% of aggregate Board/committee meetings. He has familial ties to the Scott family, historically designated under the Scott Family Stockholder Agreement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plank Stewardship Initiative | Executive Director | Not specified; prior role | Led technical solutions for ranchers in Northern Great Plains; stewardship expertise |
| Regional Economic Development (Sheridan, WY) | Economic development/business recruitment | 2005–2010 | Regional knowledge; stakeholder engagement |
| Large cattle ranches (AZ, UT, MT, WY) | Management/operations | 1998–2009 | Operational leadership; land management across public/private/tribal lands |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Padlock Ranch Co. | Chair | Current | Agriculture operations leadership |
| Awe LLC | Managing Partner | Current | Investment/management oversight |
| Towanda Investments LLC | Managing Partner | Current | Investment/management oversight |
Board Governance
- Committee assignments: Chair, Governance & Nominating Committee; Member, Technology, Innovation & Operations Committee.
- Governance & Nominating Committee scope includes director nominations, Board/committee evaluations, corporate responsibility oversight, and approval of related-party transactions (chair has delegated authority subject to ratification).
- Board independence: all current directors (other than the CEO/former CEO) meet NASDAQ independence standards; the Board considered share ownership and ordinary-course banking/credit transactions and determined they did not impair independence.
- Attendance: Board met 11 times in 2024; each director attended at least 75% of Board/committee meetings; Governance & Nominating held 8 meetings; Technology, Innovation & Operations held 4.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non-employee director retainer (2024–2025 service year) | $140,000 | ~$80,000 paid as RSUs on June 1, 2024; ~$60,000 payable quarterly in cash or RSUs at director’s election |
| Committee chair/member retainers | Audit Chair $27,500; Member $10,000; Comp & Human Capital Chair $20,000; Member $10,000; Governance & Nominating Chair $19,000; Member $7,500; Risk Chair $22,500; Member $10,000; Technology Chair $19,000; Member $7,500 | Chair amounts inclusive of member retainer |
| 2024 Fees Earned or Paid in Cash (Heyneman) | $82,125 | Calendar-year 2024; includes retainer and committee fees |
| All Other Compensation (Heyneman) | $16,311 | Dividend equivalents on prior equity awards plus Foundation matching gift ($9,917) |
Performance Compensation
| Equity Instrument | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Pricing/Terms |
|---|---|---|---|---|---|
| RSUs (annual director grant) | June 1, 2024 | 3,014 unvested RSUs (as of Dec 31, 2024) | $79,992 | RSUs vest on June 1, 2025, subject to continuous service through annual meeting (May 20, 2025) | Fair value computed using closing price $26.54 on trading day prior to grant |
- Performance metrics: None; director RSUs are time-based vesting only (no TSR/financial hurdles).
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Notes |
|---|---|---|---|
| None | — | — | No current public company boards listed for Heyneman |
| Scott Family Stockholder Agreement | Scott Family Shareholder Nominee | Governance & Nominating Committee oversees nominations | Scott family may designate up to three nominees while ownership ≥5%; Company must include nominees and use best efforts to elect; Heyneman previously designated under this agreement; family ties noted (nephew/cousin) |
Expertise & Qualifications
- Executive management in agriculture; deep understanding of regional economies across FIBK’s footprint; institutional knowledge from long Board tenure.
- Governance expertise via NACD Leadership Fellow; executive education at Northwestern Kellogg.
- As Governance & Nominating Chair, oversees corporate governance frameworks, Board evaluations, and related-party transaction approvals.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common) | 2,150,810 shares | 2.1% of class; percent based on 103,220,609 shares outstanding as of Mar 26, 2025 |
| Shared voting/dispositive power | 264,370 shares | Reported as shared power |
| Disclaimed beneficial ownership | 639,256 shares | Indirect beneficial ownership via a limited partnership and several family trusts; disclaimed except to extent of pecuniary interest |
| Unvested RSUs outstanding (as of 12/31/2024) | 3,014 RSUs | Standard non-employee director grant status |
| Director ownership guideline | 5x annual cash retainer | Measured on 12-month average closing price; as of end-2024, all non-employee directors except Ms. Cho, Mr. Bowman, and Ms. Phillips met guidelines (Heyneman in compliance) |
| Shares pledged as collateral | None disclosed for Heyneman | Pledging disclosed for other Scott family members (James, Jeremy, Jonathan), not for Heyneman |
Governance Assessment
- Strengths: Independent status affirmed; significant ownership aligning interests; Governance & Nominating Chair role with structured policies for related-party transaction review; director equity ownership guidelines enforced; standard director pay mix (cash + time-vested RSUs).
- Potential conflicts: Heyneman is a Scott Family Shareholder Nominee and has close familial ties to Scott family members with significant ownership and pledging arrangements; he chairs the committee that approves related-party transactions—this dual role warrants continued monitoring, though the policy includes independence safeguards and ratification procedures.
- Attendance/engagement: The Board met 11 times; each director ≥75% attendance; Governance & Nominating met 8 times; Technology met 4—indicates active committee workload in chair and member roles.
- Insider trading and compliance: No Section 16(a) delinquencies disclosed for Heyneman in 2024; one late filing noted for another individual (Risa Scott).
RED FLAGS
- Familial designation under Scott Family Stockholder Agreement (control rights over board seats) may affect perceived independence and investor confidence; continued scrutiny of related-party oversight by Governance & Nominating is prudent.
- Broader Scott family pledging of shares exists (not attributed to Heyneman), which can introduce governance risk; monitor any changes in Heyneman’s beneficial arrangements.
Mitigants
- Formal Related Person Transaction Policy with independent review/ratification, and Board’s independence determinations considering ordinary-course banking relationships; director ownership guidelines restrict share sales until compliance achieved.
Director Compensation (Heyneman – 2024)
| Metric | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $82,125 | Retainer + committee fees |
| Stock Awards (RSUs) | $79,992 | Grant-date fair value; annual RSUs |
| All Other Compensation | $16,311 | Dividend equivalents + Foundation match ($9,917) |
| Total | $178,428 | Sum of above |
Insider Trades
- Form 4 filings: None returned in available dataset; Section 16(a) compliance noted by Company for 2024 with one exception unrelated to Heyneman.