Annie Goodwin
GLACIER BANCORPAbout Annie Goodwin
Annie M. Goodwin (age 66) is an independent director of Glacier Bancorp, Inc. (GBCI) since 2012, currently serving as Chair of the Board’s Risk Oversight Committee; she also sits on the Audit, Compensation & Human Capital, and Nominating/Governance committees . She is an attorney in Helena, Montana, principal of Goodwin Law Office, and previously served as Montana Commissioner of Banking and Financial Institutions (2001–2010) and Chief Legal Counsel of the Montana Banking Division/Department of Commerce (1988–2001) . Her education includes a B.S. in Nursing (Carroll College) and a J.D. (University of Montana), with advanced banking law training and FDIC Bank Examination School for Attorneys—underpinning strong legal, regulatory, and risk credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Montana, Division of Banking & Financial Institutions | Commissioner | 2001–2010 | Led regulatory oversight of state financial institutions |
| Montana Banking Division / Dept. of Commerce | Chief Legal Counsel | 1988–2001 | Legal and regulatory leadership for banking oversight |
| Goodwin Law Office, P.L.L.C. | Principal Attorney | Private practice; current | General practice: trusts/estate, business, nonprofit, regulatory law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Commission on Character & Fitness of Attorney Admissions, State Bar of the Montana Supreme Court | Chair | Since 1988 | Long-standing chair; active in State Bar of Montana |
| Bank Director Audit/Risk; Montana Independent Bankers Association | Speaker | Various | Invited speaker on bank governance/risk topics |
| Public company boards | — | — | None disclosed |
Board Governance
- Committee assignments: Audit (member), Compensation & Human Capital (member), Nominating/Governance (member), Risk Oversight (Chair) .
- Independence: Board determined she is independent under NYSE and Company policies; CEO is not independent .
- Attendance and engagement: The Board met 12 times (2 special) in 2024; each director attended at least 75% of Board and committee meetings; independent directors held five executive sessions during 2024 .
- Committee cadence: Audit (10 meetings), Compensation & Human Capital (8), Nominating/Governance (7), Risk Oversight (7) in 2024 .
- Governance safeguards: Majority Voting Policy requiring resignation if “withheld” votes exceed “for” votes in uncontested elections ; anti-hedging policy prohibiting hedging transactions by directors ; anti-pledging and margin account policy prohibiting pledging/margin holdings by directors ; director stock ownership guidelines of at least 5× annual cash retainer within five years—Board reports all directors have met or are on track .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 82,500 | Base director annual retainer $70,000; committee chair retainer $12,500; Chair of Board receives an additional $60,000 (not applicable to Goodwin) |
| All Other Compensation | 3,900 | Fees for partial-year (5 months) service as director of Valley Bank (MT), division of Glacier Bank |
Performance Compensation
| Component | Grant Date | Vesting | 2024 Value ($) |
|---|---|---|---|
| Director RSU-equivalent stock award under 2015 Plan | Feb 15, 2024 | Fully vested at grant | 60,022 |
| Valuation basis | Feb 15, 2024 | — | Grant-date share price $38.50 for fair value (ASC 718) |
No director performance metrics (e.g., EPS/TSR) are tied to director pay; equity awards to non-employee directors are fully vested at grant under the 2015 Stock Incentive Plan .
Other Directorships & Interlocks
| Company | Role | Committees | Tenure | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company boards disclosed in nominee biography |
Expertise & Qualifications
- Legal/regulatory, banking, risk management, executive leadership, human capital/diversity competencies per Board qualifications matrix .
- Prior state banking regulator and legal counsel experience supports risk and compliance oversight (aligns with Risk Oversight Committee chair role) .
Equity Ownership
| Metric | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 16,282 | Represents <1% of outstanding shares |
| IRA holdings | 5,295 | Footnote confirms IRA component |
| Direct/other (calc.) | 10,987 | Calculated as total minus IRA; footnote confirms IRA amount |
| Ownership guideline compliance | On track/met | Directors must hold ≥5× annual cash retainer within five years; all directors met or are on track |
| Hedging/pledging | Prohibited | Anti-hedging and anti-pledging policies for directors |
Insider Trades
| Date (Filing) | Transaction | Shares | Price ($) | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2024-08-02 (trade 2024-07-31) | Sale | 5,619 | 44.55 | 9,402 direct; 5,138 IRA | |
| 2025-02-20 | Form 4 filed; 10b5-1 checkbox indicated | — | — | — |
The 2024 Form 4 indicates a single sale with remaining reported holdings split between direct and IRA accounts; the 2025 proxy reports higher beneficial ownership as of Feb 26, 2025 (likely reflecting equity grants/changes), consistent with 16,282 shares total .
Governance Assessment
- Board effectiveness and role fit: Goodwin’s legal/regulatory background and prior banking oversight experience strengthen Glacier’s risk governance; her role as Risk Oversight Committee Chair aligns with competencies highlighted in the Board’s qualifications matrix .
- Independence and engagement: Confirmed independent; attends and serves across all core committees; Board and committee activity levels were robust in 2024 (≥75% attendance per director; frequent committee meetings) supporting active oversight .
- Alignment and incentives: Director equity grants are fully vested at grant, with stock ownership guidelines requiring 5× cash retainer; anti-hedging/pledging policies reduce misalignment risks; she reports meaningful share ownership including IRA holdings .
- Compensation signals: 2024 director pay mix combines cash retainer plus fully vested stock; as Risk Oversight Chair, cash fees reflect chair responsibilities; no performance-linked director pay elements disclosed, which is typical but provides limited pay-for-performance linkage for directors .
- Shareholder confidence backdrop: 2024 Say-on-Pay approval was 97.4%, indicating broad support for compensation governance (context for overall governance environment) .
RED FLAGS and Watch Items
- Insider sale: A single sale of 5,619 shares in July 2024; monitor for patterns or additional dispositions (no pledging permitted; hedging prohibited) .
- Related-party exposure: Company reports certain director/officer banking transactions were ordinary-course at market terms; Audit Committee oversees related-person transactions—no specific transactions disclosed for Goodwin .
- Director equity vesting: Fully vested awards at grant provide immediate ownership but limited retention features; mitigated by stock ownership guidelines and anti-hedging/pledging policies .