Joyce A. Phillips
FIRST INTERSTATE BANCSYSTEMAbout Joyce A. Phillips
Independent director of First Interstate BancSystem, Inc. (FIBK) since February 2021; age 62 as of the 2025 proxy. Founder and CEO of EqualFuture Corp. (FinTech). Tenure ~4 years on FIBK’s board, with core credentials in global retail banking, credit cards, insurance, wealth management, and fintech; recognized among U.S. Banker’s “25 Most Powerful Women in Banking and Finance.” She is designated independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Australia and New Zealand Banking Group (ANZ) | Group Managing Director, M&A; Chief Marketing & Innovation Officer; CEO, Global Wealth | Prior to FIBK (dates not specified) | Led wealth division; drove innovation and marketing |
| American Life Insurance Co. (Alico/AIG) | President & COO | Prior to FIBK | Senior leadership at global insurer |
| Citigroup | Head of International Retail Banking | Prior to FIBK | Product/distribution leadership across 42 countries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Katapult Holdings, Inc. (public) | Director; Chair, Nominating & Corporate Governance; Audit Committee Member | Current | Governance chair; audit oversight |
| Western Union Company (public) | Director | 2020–May 2023 | Prior public board service |
| Girls Inc. NYC; Smithsonian National Board; First Interstate BancSystem Foundation Board | Director/Board Member | Current | Non-profit governance |
Board Governance
- Committee assignments (2025 matrix): Chair, Technology, Innovation & Operations; Member, Risk Committee .
- Independence: Board affirms director independence for all non-management directors, including Phillips .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of aggregate board and committee meetings; 2024 annual meeting attendance by all continuing directors/nominees except one due to scheduling .
- Board oversight: Risk Committee oversees ERM (credit, liquidity, market, compliance, cyber); Technology Committee oversees tech investments, spending vs peers, operational effectiveness .
Fixed Compensation
| Component | Structure | 2024/Service Year Details |
|---|---|---|
| Annual Board Retainer (non-Chair) | $140,000 total; approx. $80,000 in RSUs (June 1 award) + approx. $60,000 payable quarterly in cash or RSUs at director’s election | Policy terms for 2024–2025 service year |
| Committee Chair/Member Retainers | Chair: Tech $19,000; Risk $22,500; Audit $27,500; Comp $20,000; Governance $19,000; Member: Risk $10,000; Tech $7,500; Audit $10,000; Comp $10,000; Governance $7,500 | Committee fee schedule |
| 2024 Actual Cash Fees (Phillips) | Fees Earned/Paid in Cash: $86,500 | Director Compensation Table (calendar 2024) |
Performance Compensation
| Equity Vehicle | Grant Date/Terms | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSUs | Granted June 1, 2024 at $26.54 | Stock Awards: $79,992; each non-employee director held 3,014 unvested RSUs as of Dec 31, 2024 (Phillips included) | RSUs vest June 1, 2025, subject to continuous service through May 20, 2025 annual meeting | Dividend equivalents paid at vesting; Phillips “All Other Compensation” $6,394 (primarily dividend equivalents) |
No performance-based equity or cash metrics are disclosed for directors; annual equity is time-based RSUs and committee/board retainers are fixed .
Other Directorships & Interlocks
| Company | Industry Link to FIBK | Potential Interlock/Conflict |
|---|---|---|
| Katapult Holdings, Inc. | Consumer leasing/fintech; not a direct banking competitor | Governance/audit roles; no FIBK-related transactions disclosed |
| Western Union (prior) | Payments/remittances; tangential to banking services | Prior service ended May 2023; no current interlock |
Expertise & Qualifications
- Significant experience in financial services and fintech; knowledge of regulatory environment .
- Board qualifications: Technology/operations oversight (Committee Chair); risk oversight (Risk Committee member) .
- Recognitions: U.S. Banker “25 Most Powerful Women in Banking and Finance”; Top 100 FinTech leaders in Asia .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 6,392 shares (as of March 26, 2025) |
| Unvested RSUs (12/31/2024) | 3,014 RSUs (scheduled to vest June 1, 2025, subject to service) |
| Director ownership guideline | 5x annual cash retainer (measured on 12‑month average price) |
| Compliance status (12/31/2024) | Not yet in compliance (along with Ms. Cho and Mr. Bowman) |
| Hedging/pledging policy | Prohibits new pledges after Feb 28, 2023; reduction requirement for pre-existing pledges within 3 years; hedging/short sales prohibited |
Governance Assessment
- Board effectiveness: Phillips chairs Technology, Innovation & Operations and serves on Risk—positions central to FIBK’s strategic tech investments and cyber/ERM oversight. Her fintech and global financial services background aligns with committee mandates, supporting board oversight breadth .
- Independence & attendance: Independent; board and committee attendance thresholds met across 2024; supports investor confidence in engagement .
- Compensation alignment: Director pay balanced between cash and equity; RSUs vest annually with dividend equivalents. Phillips received $172,886 total in 2024 (Cash $86,500; Stock $79,992; Other $6,394), consistent with peers and responsibilities (committee chair/member fees) .
- Ownership alignment: Beneficial ownership of 6,392 shares and annual RSUs; not yet in compliance with 5x retainer guideline at 2024 year-end—an alignment shortfall to watch. Policy restricts sales until compliance and allows the committee to require equity payment form if below guideline—mitigating risk but still a signal to monitor .
- Conflicts/related party exposure: No related-party transactions identified involving Phillips. The Governance & Nominating Committee screens and approves related-party dealings; 2024 related transactions disclosed involve Scott family, not Phillips .
- Shareholder sentiment context: Say‑on‑pay (executives) approved by >96% at 2024 annual meeting, indicating broad support for compensation governance—positive backdrop for board oversight credibility .
RED FLAGS/Watch items
- Ownership guideline shortfall (Phillips not yet in compliance as of year-end 2024). Monitor progress to guideline and any policy-triggered requirements (e.g., pay form modifications) .
- Broader board-related pledging exists among Scott family members; company policy restricts new pledges and requires reductions—no pledging noted for Phillips but overall governance environment should be monitored .
Director Compensation (Detail)
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $86,500 |
| Stock Awards (RSUs, grant date fair value) | $79,992 |
| All Other Compensation (dividend equivalents, matching gifts if any) | $6,394 |
| Total | $172,886 |
Board Meetings & Committee Activity
| Item | 2024 |
|---|---|
| Board meetings | 11 |
| Audit Committee meetings | 12 |
| Compensation & Human Capital Committee meetings | 13 |
| Governance & Nominating Committee meetings | 8 |
| Risk Committee meetings | 4 |
| Technology, Innovation & Operations Committee meetings | 4 |
| Attendance policy outcome | Each director ≥75% of aggregate meetings; annual meeting attendance by all continuing directors/nominees except one due to rescheduling conflict |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | All directors/officers complied; one late gift filing by Ms. Risa Scott (not Phillips) |
| Form 4 activity (Phillips) | No late filings reported; specific transaction details not disclosed in proxy |