Lorrie F. Asker
FIRST INTERSTATE BANCSYSTEMAbout Lorrie F. Asker
Lorrie F. Asker, age 57, is Executive Vice President and Chief Banking Officer (CBO) of First Interstate BancSystem (FIBK) since August 2023, overseeing all retail and commercial banking across a 14‑state footprint; she previously served as Rocky Mountain Regional President (2019–2023). She holds a BS (University of Idaho), an MBA (College of William & Mary), and is a graduate and current faculty member of Pacific Coast Banking School . In 2024, FIBK generated net income of $226.0M, EPS $2.19, ROAE 6.92%, returned ~$195.9M in dividends ($1.88/share), and ended with CET1 of 12.16%; company TSR (value of $100) was 102.07 vs 130.91 for the KRX index, providing context for incentive outcomes and PRSU hurdle stringency .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Interstate BancSystem | EVP & Chief Banking Officer | Aug 2023–present | Leads retail and commercial banking across 14 states |
| First Interstate BancSystem | Rocky Mountain Regional President | 2019–2023 | Managed 10 commercial banking teams and 60+ branches |
| First Foundation Bank | Leader, Commercial & Industrial Banking | — | Led C&I division, team leadership and growth initiatives |
| Umpqua Bank | Commercial analysis and systems oversight | — | Oversaw commercial analysis and loan systems |
| Sterling Bank; U.S. Bank; West One Bank | Various roles | — | Relationship banking and credit leadership foundation |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Idaho Governor’s Economic Rebound Advisory Committee | Member | — | State economic recovery input |
| Saint Alphonsus Regional Medical Center Foundation | Board Member | — | Community healthcare philanthropy |
| United Way of Treasure Valley | Board Member | — | Community impact and fundraising |
| Idaho Bankers Association | Government Affairs Committee Member | — | Industry policy engagement |
| Pacific Coast Banking School | Faculty (graduate and current) | — | Executive banking education |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 377,885 | 440,000 |
| STI Target (% of salary) | — | 80% (raised 10 pts vs 2023) |
| STI Target ($) | 308,000 (plan target) | 352,000 |
| STI Actual Payout ($) | 61,600 | 352,000 (capped to 100% of target) |
| Stock Awards ($, grant date fair value) | 268,317 | 519,579 |
| All Other Compensation ($) | 22,690 | 40,979 |
| Total Compensation ($) | 730,492 | 1,352,558 |
| 2024 Base Salary table (confirmation) | — | $440,000 (unchanged vs 2023) |
Notes:
- 2024 STI targets for all NEOs were increased by 10%; LTI targets increased by 20% to move closer to peer median positioning .
Performance Compensation
Short-Term Incentive (STI) – 2024 Design and Outcomes
| Performance Measure | Weight | Minimum | Target | Maximum | Result | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted PPNR EPS | 50% | $2.72 | $3.40 | $4.42 | $3.71 | 65.2% |
| Adjusted Non-Interest Expenses/Total 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% |
| Plan Funding Result | — | 50% | 100% | 200% | 125.6% | 125.6% (capped at 100% for NEOs) |
| Executive | Base (12/31/24) | STI Target % | STI Target $ | Payout % | Payout $ |
|---|---|---|---|---|---|
| Lorrie F. Asker | 440,000 | 80% | 352,000 | 100% (cap) | 352,000 |
2024 STI metric set changed vs 2023 from Efficiency Ratio and Criticized Loan Ratio to cost intensity and NPAs/Assets to align with 2024 goals; threshold funding lifted to 50% consistent with peer practices .
Long-Term Incentive (LTI) – Structure and Grants
| Feature | 2024 Program |
|---|---|
| Mix | 60% PRSUs / 40% RSUs |
| PRSU Metrics | Relative TSR (50%) and Core ROAE (50%), 3-year performance; minimum vesting 50% at 25th percentile |
| RSU Vesting | Ratable over 3 years (1/3 per year) |
| Options | Company does not grant options/SARs under current program |
| Executive | Base at Grant ($) | LTI Target % | Target LTI $ | 2024 PRSUs at Target (#) | 2024 RSUs (#) |
|---|---|---|---|---|---|
| Lorrie F. Asker | 440,000 | 120% | 528,000 | 12,660 | 8,443 |
Prior awards and special grants:
- 2023 LTI: PRSUs 1,925 and RSUs 2,566 (interim status yielded below-target LTI) .
- 2023 one-time retention RSA: 1,058 shares (2-year cliff vest; grant date value $31.17) .
- 2023 ad‑hoc RSA upon interim CBO appointment (Feb 9, 2023): 2,743 shares; three‑year graded vesting; value per share $36.45 .
- 2022 performance-based RSAs: no vesting achieved; 2021 performance awards also vested at 0% (context for performance rigor) .
Unvested and Performance Awards Outstanding (As of 12/31/2024)
| Award | Shares/Units Unvested | Market Value at 12/31/2024 |
|---|---|---|
| 2024 LTI – RSUs (time-based) | 8,443 | $274,144 |
| 2023 LTI – RSUs (time-based) | 1,711 | $55,556 |
| 2023 RSA – one-time (time-based) | 1,058 | $34,353 |
| 2023 RSA – ad‑hoc (time-based) | 1,829 | $59,388 |
| 2022 LTI – RSAs/RSUs (time-based) | 428 | $13,897 |
| 2024 LTI – PRSUs (performance) | 12,660 (target) | $411,070 |
| 2023 LTI – PRSUs (performance) | 1,925 (threshold/target basis per SEC rules) | $62,489 |
| 2022 LTI – performance | 962 | $31,220 |
Vesting/cycling implications:
- Time-based RSUs/RSA vest over 3 years; PRSUs cliff-vest after 3-year performance period (2024 PRSUs measured through 12/31/2026; vesting generally March 15, 2027) .
- 2023 one-time RSAs cliff-vest on 3/15/2025 (potential event-driven supply) .
- No stock options outstanding or granted under program, limiting forced exercise pressure .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Lorrie F. Asker | 6,511 | * (<1%) |
- Shares outstanding for percentage computation: 103,220,609 (as of March 26, 2025) .
- Executive stock ownership guidelines: CEO 5x salary; CFO and CBO 3x salary; other executives 2x; measured using prior 12‑month average price. Only Mr. Riley and Ms. Mutch met the guideline as of end‑2024; executives not in compliance are restricted from selling shares until they meet guidelines (subject to tax-withholding exceptions/approvals) .
- Hedging/pledging: Program prohibits short‑selling, hedging and pledging (subject to limited pre‑existing exceptions); new pledges prohibited after 2/28/2023 and pre‑existing pledges must be reduced to ≤15% of unencumbered shares within three years .
- Pledging red flags: Proxy footnotes disclose significant pledging for certain Scott family holders; no pledging footnote is noted for Ms. Asker .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date/term | Employment agreement dated August 24, 2023; 1‑year term with automatic 1‑year renewals unless notice 90 days prior |
| Base salary (initial under agreement) | $440,000; subject to increases (not decreases, except broad-based) |
| Severance (without cause) | 1x current base salary + 1x average annual incentive paid for prior 3 years; release required |
| Non‑compete / non‑solicit | In effect for 12–18 months post-termination depending on circumstances |
| CIC treatment | See table below; double‑trigger equity vesting; no excise tax gross‑ups; no single-trigger vesting |
| Clawback | Applies to cash and equity incentive comp for restatements; also allows discipline for fraud/dishonesty/gross recklessness without a restatement |
Potential payments upon termination/change in control (as of 12/31/2024, using $32.47 stock price):
| Scenario | Severance | Pro‑rata Bonus | Time‑based Equity | Performance Equity | Health Benefits | Survivor Benefit | Total |
|---|---|---|---|---|---|---|---|
| Involuntary termination without cause / good reason (non‑CIC) | $570,283 | — | — | — | $18,149 | — | $588,432 |
| CIC + termination without cause / good reason (double‑trigger) | $1,584,000 | $352,000 | $454,068 | $636,903 | $36,298 | — | $3,063,269 |
| Death | — | — | $454,068 | $636,903 | — | $150,000 | $1,240,971 |
| Disability | — | — | $454,068 | $636,903 | — | — | $1,090,971 |
Footnotes: Severance multiple is 1x salary + average bonus (non‑CIC) and 2x (salary + 2024 target bonus) with CIC; “acquisition not constituting a CIC” scenario provides 2x under separate construct; valuation assumes $32.47 close on 12/31/2024 .
Governance, Pay Design, and Say‑on‑Pay Context
- Program features: Multi‑metric STI and LTI with caps; 60% PRSUs/40% RSUs; 3‑year PRSU performance; clawback; ownership guidelines; no options; no excise tax gross‑ups; no single‑trigger vesting .
- Peer benchmarking: Pearl Meyer advises; peer group (e.g., Ameris, Associated, BankUnited, Cadence, Columbia, Commerce, FNB, Fulton, Glacier, Hancock Whitney, Old National, Pacific Premier, PacWest, Pinnacle, Prosperity, Simmons, SouthState, UMB, United Bankshares, Valley National) .
- Pay calibration: 2024 increases to STI (+10%) and LTI (+20%) targets to align near peer median .
- Say‑on‑Pay support: Approved by >96% in 2024; >91% in 2023 .
Performance & Track Record
- 2024 company performance highlights: Net income $226.0M; EPS $2.19; ROAE 6.92%; dividend $1.88/share; CET1 12.16%; strategic balance sheet repositioning and decline in borrowings; elevated net charge‑offs ($104.5M; 0.57% of average loans) including a single relationship charge‑off in 4Q .
- PRSU rigor: 2022 performance-based LTI and 2021 performance awards did not meet threshold and vested at 0%, evidencing stringent relative performance hurdles during a challenging period .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership (3/26/2025) | 6,511 shares; less than 1% of class |
| Ownership guidelines | CBO must maintain holdings equal to 3x base salary; compliance measured annually; sale restrictions apply until compliance |
| Trading policy | Prohibits trading during blackout, hedging, short sales, and new pledges after 2/28/2023; legacy pledges to be reduced to ≤15% of unencumbered shares within three years |
| Pledging/hedging red flags | Pledging disclosed for certain holders (e.g., Scott family trusts/LPs); no such footnote for Ms. Asker |
Investment Implications
- Pay-for-performance alignment: 2024 STI funded at 125.6% on metrics (PPNR EPS, cost intensity, NPAs/Assets) but was discretionarily capped at 100% for NEOs due to elevated charge‑offs—evidence of balanced oversight and guardrails .
- Retention and selling pressure: Significant unvested equity (time‑based and PRSUs) plus ownership guideline sale restrictions reduce near‑term selling pressure; watch 3/15/2025 for cliff‑vesting of 2023 one‑time RSAs that could create incremental supply .
- CIC economics: Double‑trigger severance at 2x (salary + target bonus) plus full vesting of time‑based and target vesting of PRSUs create meaningful retention/cost in strategic scenarios, but no excise tax gross‑ups and no single‑trigger vesting mitigate shareholder concerns .
- Performance risk: Consecutive zero‑vest outcomes for prior performance awards underscore tough relative performance vs peers; 2024 PRSU design continues to emphasize TSR and Core ROAE vs KRX, keeping upside tied to competitive execution .
- Shareholder sentiment: Strong say‑on‑pay support (>96% in 2024) indicates broad investor alignment with design and outcomes despite sector volatility .