Stephen B. Bowman
FIRST INTERSTATE BANCSYSTEMAbout Stephen B. Bowman
Stephen B. Bowman, age 61, is an independent director of First Interstate BancSystem and has served on the Board since February 2021; he became Chair of the Board in May 2024, signaling a strong independent leadership structure . He is the retired CFO of The Northern Trust Corporation (2014–2020), with prior executive roles including Chief Human Resources Officer and CEO of Northern Trust’s European and North American regions, bringing deep financial and operational expertise to FIBK’s boardroom . Bowman holds a degree from Miami University and an MBA from DePaul University, underpinning his finance and governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Northern Trust Corporation | Chief Financial Officer | 2014–2020 | Oversaw Global Finance (Controller, FP&A, Tax, IR, Treasury, Capital Adequacy, etc.) |
| The Northern Trust Corporation | Chief Human Resources Officer | Not disclosed | Executive leadership in talent and organizational management |
| The Northern Trust Corporation | CEO, Europe; CEO, North America | Not disclosed | Regional P&L and strategic leadership |
External Roles
| Organization | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Voya Financial, Inc. | Director | Current | Member: Audit, Risk, and Technology Committee |
| Miami University | National Trustee | Current | Chair, Investment Subcommittee |
| Glenwood Academy | Director | Current | Board service |
| FNZ Trust Company | Director | Current | Board service |
Board Governance
- Independence: The Board affirmed Bowman’s independence under NASDAQ rules; the Board Chair role is currently held by Bowman and is independent, reinforcing robust oversight of management .
- Committees: Member, Compensation and Human Capital Committee; Chair of the full Board (committee chair roles are elsewhere held by other independent directors) .
- Attendance: In 2024 the Board met 11 times; each director attended at least 75% of Board and committee meetings during their service period; all continuing directors and nominees attended the 2024 annual meeting except one due to a rescheduled-date conflict .
- Executive sessions: The company holds regular executive sessions of independent directors, a governance best practice .
| Governance Item | Detail |
|---|---|
| Board Meetings (2024) | 11 |
| Director Independence | Independent (Chair) |
| Committee Memberships | Compensation & Human Capital (member) |
| Executive Sessions | Regular sessions of independent directors |
Fixed Compensation
| Component | Amount ($) | Timing | Notes |
|---|---|---|---|
| Chair of the Board Annual Retainer | 230,000 | Service year 2024–2025 | ~$130,000 paid in RSUs on June 1, 2024; ~$100,000 paid quarterly in cash or RSUs at the chair’s election; Chair retainer is in lieu of other director/committee fees |
| 2024 Fees Earned (Cash) | 101,225 | 2024 | Bowman elected to receive 50% of his 2024 cash retainer in RSUs |
| 2024 Stock Awards | 129,993 | 2024 | Aggregate grant date fair value of RSUs; grant priced at $26.54 per share; RSUs vest June 1, 2025 (subject to continuous service through May 20, 2025) |
| 2024 Total Director Compensation | 231,218 | 2024 | Sum of cash and stock awards; no other compensation shown |
Performance Compensation
Directors receive time-based RSUs to align interests with shareholders; director awards do not include performance-conditioned metrics (PSUs) in the proxy disclosures.
| Equity Award | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting | Price |
|---|---|---|---|---|---|
| Annual Director RSUs | June 1, 2024 | Not individually disclosed | 129,993 (aggregate value) | Vests June 1, 2025; requires continuous service through May 20, 2025 | $26.54 (per share used for grant) |
| Unvested RSUs (as of 12/31/2024) | Prior grants | 6,781 | Not applicable | Unvested balance held by Bowman | Not applicable |
Notes: For most non-employee directors, unvested RSUs totaled 3,014 at year-end; Bowman held 6,781 unvested RSUs, consistent with additional RSUs tied to Chair retainer and election to take a portion of cash in RSUs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Voya Financial, Inc. | Director | Audit, Risk, Technology Committee member | No compensation committee interlocks disclosed for Bowman; 2024 Compensation Committee noted no interlocks other than James R. Scott |
Expertise & Qualifications
- Significant knowledge in financial services, executive management, and public company legal requirements; CFO experience provides strong financial oversight capability .
- Board and committee experience across finance, risk, and technology domains at Voya, plus institutional investment oversight at Miami University, supports risk and capital stewardship .
- Education includes Miami University and MBA from DePaul University, reinforcing analytical and governance competencies .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 3,579 | Less than 1% ownership |
| Unvested RSUs (12/31/2024) | 6,781 | Outstanding, subject to vesting schedules |
| Ownership Guidelines | 5x annual cash retainer | Applies to non-employee directors; measured on 12‑month average price; restricts selling until compliant |
| Compliance Status (End of 2024) | Not in compliance | All non-employee directors except Cho, Bowman, Phillips met guideline at year-end 2024 |
| Pledging/Hedging Policy | Prohibits new pledges; reduce pre-existing pledges to ≤15% of unencumbered shares within 3 years; hedging/short sales prohibited | Applies to directors and Section 16 officers |
Governance Assessment
- Board leadership and independence: Independent Chair role held by Bowman strengthens oversight and investor confidence in management accountability; all standing committees are chaired by independent directors .
- Committee service: Membership on Compensation & Human Capital Committee places Bowman in a key role influencing executive and director pay structures; engagement appears active with 13 committee meetings in 2024 for Compensation .
- Attendance and engagement: Board met 11 times; directors met minimum attendance expectations, indicating baseline engagement .
- Pay and alignment: Chair retainer structure includes meaningful equity via RSUs, aligning interests with shareholders; RSUs vest on service continuation through annual meeting .
- Clawbacks and trading controls: Company-wide clawback provisions apply to cash and equity; insider trading policy prohibits hedging/short-selling and restricts pledging, reducing misalignment risk .
RED FLAGS / Watch Items
- Ownership guideline shortfall: Bowman was not in compliance with director stock ownership guidelines at year-end 2024 (requires 5× cash retainer), which may be viewed as a negative alignment signal until remedied .
- Concentrated family shareholder rights (context risk): The Scott Family has director designation rights via the Scott Family Stockholder Agreement; while not a Bowman-specific conflict, it is a board composition risk factor to monitor for independent oversight balance .
- Related parties: No Bowman-specific related-party transactions disclosed; company reported ordinary-course related-party lending and an asset sale involving a Scott affiliate, approved under policy—monitor but no Bowman exposure indicated .
Overall implication: Bowman’s independent Chair role and deep finance/risk background are positives for board effectiveness; remedying his ownership guideline shortfall would strengthen perceived alignment with shareholders. Compensation committee service adds influence over pay-for-performance frameworks, supported by consultant independence and clawback/trading controls .