Stephen M. Lacy
FIRST INTERSTATE BANCSYSTEMAbout Stephen M. Lacy
Stephen M. Lacy, age 71, has served on First Interstate BancSystem, Inc.’s board since February 2022. He is the retired Chair and former CEO of Meredith Corporation, having previously served as CFO, and brings significant public company management and corporate governance experience. He is independent under NASDAQ rules and currently chairs FIBK’s Compensation & Human Capital Committee while serving on the Governance & Nominating Committee. He also sits on the board of Hormel Foods Corporation (Compensation Committee Chair; Audit Committee member) .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Meredith Corporation | Chair | 2010–Nov 2020 | Led board oversight and governance |
| Meredith Corporation | Chief Executive Officer | 2006–2019 | Public company leadership and strategy |
| Meredith Corporation | Vice President & Chief Financial Officer | 1998–2006 | Finance, reporting, capital allocation |
| Great Western Bancorp | Director | Prior to acquisition by FIBK (acquired 2022) | Banking governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hormel Foods Corporation | Director | Current | Compensation Committee Chair; Audit Committee member |
| Kansas State University Alumni Association | Director/Trustee | Current | Community and alumni engagement |
| The Community Foundation of Greater Des Moines | Director | Current | Philanthropy oversight |
| United Way of Central Iowa | Director | Current | Community impact |
Board Governance
- Independence: The Board determined all current directors and nominees (other than the CEO) are independent; Lacy is independent .
- Committee assignments: Chair, Compensation & Human Capital; Member, Governance & Nominating .
- Committee activity and rigor: Compensation & Human Capital met 13 times in 2024; Governance & Nominating met 8 times in 2024 .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all continuing directors and nominees attended the 2024 annual meeting except one due to a scheduling conflict .
| Committee | Role | Meetings (2024) | Independence |
|---|---|---|---|
| Compensation & Human Capital | Chair (Lacy) | 13 | All members independent |
| Governance & Nominating | Member (Lacy) | 8 | All members independent |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual director cash fees | $67,500 | $82,500 | Base cash portion of retainer |
| Stock awards (RSUs grant-date fair value) | $74,992 | $79,992 | RSUs vest on/around annual meeting |
| All other compensation | $0 | $16,394 | Dividend equivalents and matching gifts where applicable |
| Total annual compensation | $142,492 | $178,886 | Cash + equity + other |
Committee retainers (structure applicable to service year): Audit Chair $27,500; Compensation & Human Capital Chair $20,000; Governance & Nominating Chair $19,000; Risk Chair $22,500; Technology Chair $19,000; Members receive $7,500–$10,000 depending on committee .
Performance Compensation
- Director equity is time-based RSUs; there are no performance-vested director awards disclosed. Lacy’s oversight of executive pay emphasizes pay-for-performance and multi-metric design .
- 2024 STI oversight and results: The Compensation & Human Capital Committee approved metrics and later exercised discretion to cap NEO payouts at 100% of target due to significant charge-offs impacting the NPAs/Assets metric, despite formula funding at 125.6% .
| 2024 STI Metric | 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 / 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% |
| Formula Funding | — | 50% | 100% | 200% | — | 125.6% |
| Committee Discretion Applied | — | — | — | — | — | Capped at 100% of target |
Additional oversight signal: 2022 performance RSAs for NEOs did not vest (below threshold on Adjusted ROAE and TSR), demonstrating discipline in performance linkages .
Other Directorships & Interlocks
- Current public company board: Hormel Foods Corporation (Compensation Committee Chair; Audit Committee) .
- Compensation Committee interlocks: FIBK disclosed no interlocks or insider participation among Compensation Committee members in 2024, other than James R. Scott’s prior leadership roles; Lacy’s committee was independent and engaged an independent consultant (Pearl Meyer) .
Expertise & Qualifications
- Significant public company management and board experience (CFO, CEO, Chair) .
- Public company corporate governance expertise and compensation oversight (FIBK Comp Chair; Hormel Comp Chair) .
- Banking board experience via Great Western Bancorp directorship prior to FIBK acquisition .
Equity Ownership
| Item | Value | As-of | Notes |
|---|---|---|---|
| Common stock beneficially owned | 13,473 shares | Mar 22, 2024 | Less than 1% of class (*) |
| Unvested RSUs (director grant) | 3,014 units | Dec 31, 2024 | RSUs granted June 2024; vest June 1, 2025 subject to continuous service |
| Ownership guideline (directors) | 5× annual cash retainer | Policy | Measured on 12‑month average stock price; sales restricted until compliant |
| Guideline compliance | In compliance at end of 2024 | Dec 31, 2024 | All non‑employee directors except Cho, Bowman, Phillips met guidelines |
Pledging/Hedging: Insider trading policy prohibits new margin loans or pledges after Feb 28, 2023; pre-existing pledges must be reduced below 15% of unencumbered shares within 3 years. Beneficial ownership footnotes disclose pledges for other directors (James R. Scott and Jonathan R. Scott), but none for Lacy .
Fixed Compensation (Structure and Mix)
- Annual director pay combines cash and time-based RSUs; base retainer for non‑employee directors was valued at $140,000 for 2024–2025 service year with a ~$80,000 RSU tranche and ~$60,000 payable quarterly in cash/RSUs at director’s election. Chair of the Board receives $230,000 retainer; committee chair/member retainers layered on top for non‑chairs .
- Lacy’s 2025 director compensation totaled $178,886 ($82,500 cash, $79,992 stock awards, $16,394 other), up from $142,492 in 2024 ($67,500 cash, $74,992 stock) .
Compensation Committee Analysis (Oversight Signals)
- Independent consultant: Pearl Meyer engaged; Committee assessed consultant independence and found no conflicts .
- Peer benchmarking: Committee uses a defined regional bank peer group (e.g., Ameris, Associated Banc‑Corp, Commerce Bancshares, SouthState, UMB, United Bankshares, Valley National Bancorp, etc.) to calibrate STI/LTI targets and pay mix .
- Shareholder feedback: Say‑on‑pay approval was over 96% at the 2024 meeting (covering 2023 pay); over 91% at the 2023 meeting (covering 2022 pay) .
Related Party Transactions (Conflict Review)
- Ordinary‑course banking relationships: Certain directors/executives and related parties had deposits and loans on market terms (loans outstanding $5.1 million at 12/31/2024 vs. $11.1 million in 2023); Governance & Nominating Committee reviews/approves related party transactions per policy .
- Specific 2024 transaction: Company sold its share of an airport hangar for $0.4 million to an entity with James R. Scott’s indirect one‑third interest; ratified by Governance & Nominating Committee .
- Independence maintained: Board concluded none of these relationships impaired directors’ independence .
Governance Assessment
-
Strengths:
- Independent director with deep public-company leadership; chairs the key pay committee (Compensation & Human Capital), and holds an analogous chair role at Hormel, enhancing compensation governance expertise .
- Robust committee cadence (13 Compensation meetings) and use of multi-metric STI and relative PRSU design; demonstrated restraint by capping STI payouts in response to credit charge‑offs .
- Strong shareholder support for executive pay (>96% approval in 2024), signaling alignment and credible oversight .
-
Potential risk indicators/areas to monitor:
- Family shareholder influence (Scott Family designation rights) increases governance complexity; however, Lacy’s committees remained independent and related party reviews are formalized .
- Sector‑specific credit risk dynamics affected STI outcomes in 2024; continued scrutiny of metric calibration and discretionary adjustments is warranted .
-
Alignment:
- Meets director stock ownership guidelines; equity grants are time‑based RSUs fostering long‑term alignment; no pledging disclosed for Lacy .
Overall: Lacy’s compensation governance profile is strong—independence, substantive committee workload, disciplined application of discretion, and high say‑on‑pay approvals support investor confidence. Related‑party oversight mechanisms and insider trading/pledging policies further mitigate conflict risks .