Kristina R. Robbins
FIRST INTERSTATE BANCSYSTEMAbout Kristina R. Robbins
Executive Vice President and Chief Operations Officer of First Interstate BancSystem (FIBK) since January 2024; previously SVP & COO (June 2022–January 2024) and Director of Loan Operations (August 2018–March 2022). Age 56, with 25+ years in banking and process improvement expertise (Lean Six Sigma/Agile); prior EVP roles at Sterling Bank (pre-2014 merger) and Umpqua Bank in loan operations and call center leadership . 2024 company context: FIBK delivered $226.0M net income, $2.19 diluted EPS, ROAE 6.92%, ROATCE 10.95%, returned ~$195.9M in dividends ($1.88/sh), and tightened expense and balance sheet posture while absorbing elevated net charge-offs; Compensation Committee capped STI payouts at 100% despite a 125.6% quantitative funding to reflect credit costs and peer-relative performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Interstate BancSystem | EVP & Chief Operations Officer | Jan 2024–present | Oversees enterprise operations across 14-state footprint; process and expense discipline |
| First Interstate BancSystem | SVP & Chief Operations Officer | Jun 2022–Jan 2024 | Operational alignment and process improvement initiatives |
| First Interstate BancSystem | Director of Loan Operations | Aug 2018–Mar 2022 | Led lending-channel improvements to better align support for clients and bankers |
| Sterling Bank | Executive Vice President | 2007–Apr 2014 | Senior leadership through merger; operations leadership track |
| Umpqua Bank | EVP & Director of Loan Operations and Call Center | Apr 2014–(not disclosed) | Post-merger integration and operations leadership (end date not disclosed) |
External Roles
- No public company directorships disclosed; active community volunteer (youth/underserved focus) .
Fixed Compensation
- 2024 base salary was increased 14% in August 2024 to reflect additional responsibilities (year-end base used for STI: $400,000) .
| Year | Salary ($) | Notes |
|---|---|---|
| 2023 | 347,000 | Salary per Summary Compensation Table |
| 2024 | 366,077 | Salary per Summary Compensation Table; base salary used for STI at 12/31/2024 was $400,000 |
Performance Compensation
Short-Term Incentive (STI) – Design, Metrics, and 2024 Outcome
- 2024 metrics: Adjusted PPNR EPS (50%), Adjusted Non-Interest Expenses/Total Avg Assets (25%), Relative NPAs/Total Assets (25%); funding formula yielded 125.6% but payouts capped to 100% .
- Target opportunity for Robbins was 70% of base salary; payout approved at 100% of target ($280,000) .
| Officer | 12/31/2024 Base ($) | Target (%) | Target ($) | Payout (%) | Payout ($) |
|---|---|---|---|---|---|
| Kristina R. Robbins | 400,000 | 70 | 280,000 | 100 | 280,000 |
2024 plan calibration and results:
| Performance Measure | Weight | Minimum | Target | Maximum | Result | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted PPNR EPS | 50% | $2.72 | $3.40 | $4.42 | $3.71 | 65.2% |
| Adj. Non-Interest Exp./Avg Assets | 25% | 2.20% | 2.10% | 2.00% | 2.04% | 40.0% |
| Relative NPAs/Total Assets | 25% | 25th pct | 50th pct | 75th pct | 40.8% | 20.4% |
| 2024 STI Plan Funding | — | 50% | 100% | 200% | 125.6% | 125.6% (capped to 100%) |
Program changes versus 2023: metric mix adjusted and minimum funding range tightened to 50–200% (from 0–200%); aligns with peer design per consultant; minimum PRSU threshold adjusted from 35th to 25th percentile (eases minimal vesting) .
Long-Term Incentives (LTI) – Design and Robbins’ Outstanding Awards
- Mix: 40% time-based RSUs (ratable over 3 years) and 60% PRSUs (three-year performance; cliff vest), with metrics TSR (50%) and Core ROAE (50%); awards generally granted March 15 .
- Company does not currently grant stock options/SARs .
- 2022 performance-based RSAs did not vest (below threshold on both metrics) .
Outstanding equity awards for Robbins as of 12/31/2024 (valued at $32.47 per share):
| Award | Unvested Time-based Shares (#) | Market Value ($) | Unearned PRSU/PSA Shares (#) | Market/ Payout Value ($) |
|---|---|---|---|---|
| 2024 LTI | 5,051 | 164,006 | 7,574 | 245,928 |
| 2023 LTI | 2,102 | 68,252 | 2,365 | 76,775 |
| 2023 RSA one-time | 1,322 | 42,925 | — | — |
| 2022 LTI | 513 | 16,657 | 1,154 | 37,454 |
| 2022 RSA Ad-hoc | 876 | 28,444 | — | — |
Multi-Year Summary Compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 347,000 | 207,518 | 42,120 | 34,395 | 631,033 |
| 2024 | 366,077 | 310,841 | 280,000 | 36,333 | 993,251 |
Equity Ownership & Alignment
- Beneficial ownership: 7,458 shares; less than 1% of outstanding; company shares outstanding 103,220,609 as of March 26, 2025 .
- Ownership guidelines: executive officers must hold stock equal to 2x base salary (CEO 5x; CFO/CBO 3x); as of end-2024 only Riley and Mutch met the guidelines (implies Robbins is still building toward target) .
- Hedging/pledging: hedging, short-sales, and most pledging prohibited; no new pledges after Feb 28, 2023 and legacy pledges must be reduced; no pledges are disclosed for Robbins in the beneficial ownership table .
- Trading windows: Section 16 officers restricted by blackout periods and MNPI; 10b5-1 plans permitted under policy .
Employment Terms
- Employment agreement effective January 23, 2024; initial one-year term with automatic one-year renewals unless notice 90 days prior to expiration; initial base salary $351,000, adjustable upward (not downward except broad-based reductions) .
- Severance (non-CIC): one-times base salary plus average annual incentive over prior three years; 12 months of medical/dental/vision continuation .
- Acquisition (no CIC): two-times base salary plus two-times average annual incentive; 18 months of benefits .
- CIC with qualifying termination (double-trigger): two-times current base salary plus 2024 target annual cash incentive; 24 months of benefits; full vesting of time-based awards, performance awards at target .
- Restrictive covenants: non-solicitation and non-compete apply for 12–18 months post-termination depending on circumstances .
Potential Payments (as of 12/31/2024)
All amounts per proxy assumptions (stock valued at $32.47):
| Component | Involuntary w/o Cause (non-CIC) | Acquisition (no CIC) | CIC + Good Reason/No Cause | Death | Disability |
|---|---|---|---|---|---|
| Severance | $564,040 (a) | $1,128,080 (a) | $1,360,000 (b) | — | — |
| Pro‑rata Bonus | — | — | $280,000 (c) | — | — |
| Time‑Based Equity | — | — | $333,334 (d) | $333,334 (d) | $333,334 (d) |
| Performance Equity | — | — | $510,052 (e) | $510,052 (e) | $510,052 (e) |
| Survivor Income Benefits | — | — | — | $150,000 (f) | — |
| Health Benefits | $28,856 (g) | $43,284 (g) | $57,712 (g) | — | — |
| Total | $592,896 | — | $2,541,098 | $993,386 | $843,386 |
(a) Severance equal to 1x (non-CIC); increases to 2x if following an acquisition not constituting a CIC; payable over 12 months .
(b) CIC severance equals 2x base salary plus 2024 target cash incentive; payable over 12 months .
(c) Pro‑rata bonus reflects target for the period (assumed 12/31/2024 termination) .
(d)-(g) Equity vesting and benefits assumptions per policy and COBRA rates .
Compensation Structure Analysis
- Increased at-risk pay in 2024: STI targets +10% and LTI targets +20% (non-CEO NEOs), plus a 14% base salary increase for Robbins in August 2024 reflecting expanded responsibilities; points to role elevation with greater variable pay exposure .
- STI discipline: Committee capped NEO payouts at 100% of target despite 125.6% formulaic funding, tempering payouts amid higher charge-offs; supports alignment with risk-adjusted outcomes .
- LTI rigor vs accessibility: 2022 performance awards did not vest; however, 2024 PRSU threshold moved from 35th to 25th percentile, modestly easing minimum vesting in line with peers .
Performance & Track Record
- 2024 firm outcomes under new CEO and operating leadership: EPS $2.19, ROAE 6.92%, ROATCE 10.95%, with strategic expense control and balance sheet repositioning; elevated net charge-offs (notably a $49.3M C&I relationship in Q4) factored into incentive capping .
- Robbins’ operational background (Lean Six Sigma, Agile) aligns with 2024 STI focus on PPNR EPS and expense/asset efficiency, where targets were met/exceeded within a capped payout construct .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Shares beneficially owned | 7,458; <1% of class |
| Shares outstanding basis | 103,220,609 as of 3/26/2025 |
| Ownership guideline | 2x base salary for “other executive officers” |
| Compliance status (2024 YE) | Only Riley and Mutch met guidelines; others, including Robbins, still building holdings |
| Pledging/Hedging | Hedging/short sales prohibited; no new pledges after 2/28/2023; no pledges disclosed for Robbins |
Governance, Policies, and Say‑on‑Pay
- Clawback: Committee-administered policy to recoup erroneously awarded incentive comp after restatements; additional remedies for fraud/dishonesty/gross recklessness .
- Equity grant practices: Generally March 15; no options/SARs granted; no timing around MNPI .
- Say‑on‑pay support: 96% approval at 2024 annual meeting for 2023 NEO compensation; Committee made no changes in response .
Investment Implications
- Alignment/retention: Variable pay dominates with clear expense and credit-sensitive STI metrics and multi-year PRSUs tied to TSR and Core ROAE; 2022 performance grant zero‑payout evidences rigor. Ownership guidelines and anti‑pledging policy support alignment; Robbins is still accumulating toward the 2x-salary guideline, which can create periodic tax‑related sell‑to‑cover flows at vesting but no discretionary selling pressure is disclosed .
- Change‑of‑control economics: Double‑trigger CIC benefits (2x salary + target bonus plus equity vesting) are moderate and time‑bound; non‑CIC severance (1x) and 12–18 month restrictive covenants reduce abrupt departure risk while avoiding shareholder‑unfriendly tax gross‑ups or single‑trigger acceleration .
- Execution risk: 2024 cap on STI despite 125.6% formulaic funding indicates compensation discipline amid elevated charge‑offs; Robbins’ process background aligns with continuing efficiency/PPNR objectives, but sustained credit normalization and expense control will be critical for PRSU vesting and future STI outcomes .