Kirk D. Jensen
FIRST INTERSTATE BANCSYSTEMAbout Kirk D. Jensen
Executive Vice President and General Counsel at First Interstate BancSystem (FIBK). Age 55; joined FIBK in 2016. Former founding partner at BuckleySandler LLP advising financial institutions on regulatory compliance, litigation, and enforcement; clerked for Hon. Deanell Reece Tacha (10th Cir.). JD, Duke University School of Law (Order of the Coif; Duke Law Journal); BA, Brigham Young University. Recognitions include Fellow of the American College of Consumer Financial Services Lawyers; Senior Lecturer at Duke Law. Company 2024 performance context: net income $226.0M; diluted EPS $2.19; ROAE 6.92% and ROATCE 10.95%; dividends $1.88/share (≈87% of net income) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Interstate BancSystem, Inc. | EVP & General Counsel | 2016–present | Leads legal, regulatory, and governance; Corporate Secretary signatory on SEC filings |
| BuckleySandler LLP (Washington, DC) | Founding Partner | Prior to 2016 | Advised financial institutions on regulatory compliance, high-stakes litigation, and enforcement |
| U.S. Court of Appeals for the Tenth Circuit | Law Clerk to Chief Judge Deanell Reece Tacha | Not disclosed | Federal appellate clerkship; strengthens litigation and regulatory acumen |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duke University School of Law | Senior Lecturer | Not disclosed | Academic engagement in financial services law |
| American College of Consumer Financial Services Lawyers | Fellow | Not disclosed | Recognized subject-matter expertise in consumer finance law |
| Conference on Consumer Finance Law; ABA Business Law and Litigation Sections | Member/leadership roles | Not disclosed | Policy and best-practices influence in consumer finance/regulatory matters |
Fixed Compensation
Multi-year compensation (as reported):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $376,514 | $407,703 | $412,402 |
| All Other Compensation | $29,670 | $33,292 | $44,415 |
| Total | $1,012,403 | $741,913 | $1,110,728 |
Additional fixed elements and policy:
- Ownership guideline: 2x base salary for “all other executive officers” (EVP/GC) .
- Hedging/short-selling prohibited; new pledging prohibited after Feb 28, 2023, with legacy-pledge reduction to ≤15% of unencumbered shares within 3 years .
- Clawback policy in place and updated to comply with Nasdaq rules (recoup erroneously awarded incentive comp; disciplinary actions possible) .
Performance Compensation
Short-term incentive (STI) plan (2024 design and results):
| 2024 STI Metric | Weight | Minimum | Target | Maximum | Performance Result | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted PPNR EPS | 50% | $2.72 | $3.40 | $4.42 | $3.71 | 65.2% |
| Adjusted Non-Interest Expenses / Avg Assets | 25% | 2.20% | 2.10% | 2.00% | 2.04% | 40.0% |
| Relative NPAs / Total Assets | 25% | 25th pct | 50th pct | 75th pct | 40.8th pct | 20.4% |
| Funding Before Discretion | — | — | 100% | 200% | — | 125.6% |
STI target, payout, and vesting (2024):
- Jensen base salary: $412,402; STI target: 70% ($288,681); Committee used discretion to cap NEO payouts at 100% of target (Jensen actual payout: $288,681) .
- Rationale: significant 2024 charge-offs inflated relative NPAs metric; discretion applied to align with underlying credit outcomes .
- Note: In 2024, STI target percentages increased by 10% across NEOs (Jensen to 70%) vs. 2023 .
Long-term incentives (LTI) structure and 2024 grants:
- Plan mix: 60% PRSUs (relative performance vs KRX peers on Core ROAE and TSR, 3-year performance); 40% time-based RSUs vesting 1/3 each year over 3 years .
- 2024 targets updated: Jensen LTI target at 90% of base (raised by 20% vs. 2023); granted 8,900 PRSUs (at target) and 5,934 RSUs on Mar 15, 2024 (grant price input $25.02) .
- PRSU performance levels: 25th percentile=50% payout; 50th=100%; 90th=200%; 0% below 25th .
- Prior performance vesting: 2022 performance-based RSAs did not meet threshold; 0% vested on 3/15/2025 .
| LTI Details | 2022 | 2023 | 2024 |
|---|---|---|---|
| Time-based Awards Granted (shares) | 2,349 | 5,502 | 5,934 |
| Performance-based Awards Granted (target shares) | 3,524 | 5,556 | 8,900 |
| Key Vesting | Time RSAs 1/3 p.a.; Perf RSAs cliff after 3-yr period (0% vested for 2022 awards) | RSUs 1/3 p.a.; PRSUs cliff after 3-yr period | RSUs 1/3 p.a. (3/15/2025, 2026, 2027); PRSUs perf period 1/1/2024–12/31/2026, vest 3/15/2027 |
2024 “Target pay mix” changes (confidence/retention signal):
- Committee increased NEO STI targets by 10% and LTI targets by 20% to align closer to peer median (Pearl Meyer benchmarking) .
- 2024 LTI performance metric shifted from Adjusted ROAE to Core ROAE; threshold lowered to 25th percentile (from 35th) for 50% payout (peer-aligned) .
Equity Ownership & Alignment
Beneficial ownership and vesting over time:
| Metric | 2019 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Common Shares Beneficially Owned | 13,475 | 24,756 | 23,145 | 22,573 | 20,560 |
| % of Class | <1% | <1% | <1% | <1% | <1% |
Outstanding/unvested equity (as of 12/31/2024):
- Unvested time-based RSUs: 5,934 shares (market value $192,677 at $32.47) .
- Unearned PRSUs: 8,900 shares at target (market value $288,983 at $32.47) .
- Shares vested during 2024: 2,473 shares; value realized $62,344 .
Ownership alignment and policy:
- Executive ownership guideline: 2x salary for “all other executive officers”; at end-2024 only the CEO (Riley) and CFO (Mutch) met guidelines, implying Jensen had not yet achieved guideline levels by that assessment date .
- Insider trading policy: hedging/short-selling prohibited; no new pledging after Feb 28, 2023; legacy pledges to be reduced to ≤15% of unencumbered shares within 3 years .
- Options: Company does not currently grant stock options or option-like awards (reduces leveraged risk-taking) .
Pledging/hedging red flags:
- No pledging disclosed for Jensen; policy bars new pledges and restricts legacy pledges, reducing alignment risk .
Employment Terms
| Term | Detail |
|---|---|
| Current Role | EVP & General Counsel; Corporate Secretary; joined FIBK in 2016 |
| Base Salary (2024) | $412,402 |
| STI Target (2024) | 70% of base; actual payout 100% of target ($288,681) |
| LTI Target (2024) | 90% of base; 60% PRSUs (Core ROAE, TSR vs KRX peers), 40% RSUs (1/3 annually) |
| Severance (Non-CIC) | 1x (base + avg last 3 yrs bonus); estimated $608,867; 12 months health benefits est. $26,994; pro-rata target bonus $288,682 if termination assumed 12/31/2024 |
| Severance (CIC + Qual Term) | 2x (base + 2024 target bonus) estimated $1,402,168; 24 months health benefits est. $53,987; full vesting of time-based awards and target vesting of performance awards upon qualifying termination in 24 months post-CIC; $150,000 survivor income benefits also applicable in death case |
| Non-Compete/Non-Solicit | Employment agreements include non-solicitation and non-competition requirements (12–18 months depending on termination circumstances) |
| Clawback | Policy allows recoupment of erroneously awarded incentive comp; disciplinary actions possible |
| Ownership Guidelines | 2x salary for “all other executive officers”; measured annually (12-month average price) |
Compensation Structure Analysis
- Year-over-year shift to more at-risk comp: 2024 increased STI targets (+10%) and LTI targets (+20%) to align closer to peer median; enhances long-term performance linkage (Core ROAE and TSR vs KRX) .
- Discretion curbing payouts: Despite 125.6% formulaic STI funding, payouts capped at 100% given credit charge-offs; signals risk-sensitive oversight by the Compensation Committee .
- Performance rigor: 2022 performance awards paid 0% (below threshold), evidencing payout discipline when targets are missed .
- No options/repricing: Equity delivered via RSUs/PRSUs (lower leverage than options); no repricing or liberal recycling per plan features .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay vote outcome: For 82,084,151; Against 3,048,115; Abstain 127,290; approved (non-binding) .
- Prior results: 2024 Say-on-Pay approved by over 96% ; 2023 Say-on-Pay approved by over 91% .
- Committee indicates continued engagement and no changes warranted based on strong approvals .
Compensation Peer Group (2024 setting cycle)
Peer set used with Pearl Meyer guidance: Ameris Bancorp; Associated Banc-Corp; BankUnited; Cadence Bank; Columbia Banking System; Commerce Bancshares; F.N.B. Corporation; Fulton Financial; Glacier Bancorp; Hancock Whitney; Old National Bancorp; Pacific Premier Bancorp; PacWest Bancorp; Pinnacle Financial Partners; Prosperity Bancshares; Simmons First National; SouthState; UMB Financial; United Bankshares; Valley National Bancorp .
Track Record & Signals
- Corporate performance (2024): Net income $226.0M; EPS $2.19; ROAE 6.92%, ROATCE 10.95%; capital return via $1.88/share dividends (~87% of net income) .
- Vesting cadence: 2024 RSUs vest in 2025–2027; 2024 PRSUs cliff-vest in 2027 subject to performance; 2023 RSUs continue to vest in 2025–2026. 2024 vesting delivered 2,473 shares to Jensen ($62,344 value) .
Investment Implications
- Alignment: High proportion of pay at-risk (STI and PRSUs) with multi-metric rigor (Core ROAE, TSR); past zero-vesting outcome for 2022 underscores pay-for-performance integrity .
- Retention/turnover risk: Competitive increases to STI/LTI targets in 2024 and multi-year vesting support retention; non-compete/non-solicit (12–18 months) further reduce departure risk .
- Selling pressure: Near-term vesting from 2023–2024 RSUs may add modest supply; 2024 PRSUs are performance-gated until 2027; 2024 vested shares for Jensen were 2,473 ($62k), indicating limited current selling pressure .
- Governance quality: Strong say-on-pay support (96%+ in 2024; substantial approval in 2025) and the Committee’s discretionary cap on STI in light of credit costs reflect shareholder-aligned oversight .
- Change-in-control economics: Double-trigger severance at 2x salary+target bonus plus 24 months benefits and equity acceleration upon qualifying termination represent standard regional-bank terms; not excessive, but meaningful .