Beth Noymer Levine
GLACIER BANCORPAbout Beth Noymer Levine
Beth Noymer Levine (age 64) was appointed as an independent director of Glacier Bancorp, Inc. (GBCI) effective January 1, 2025. She is the founder and Principal of SmartMouth Communications (established in 2005) and previously served as Executive Vice President, Corporate Public Relations, at NationsBank prior to its merger with Bank of America. Her core credentials center on executive-level communications, leadership coaching, media relations, and corporate presentation strategy, and she also serves on the board of First Community Bank, a division of Glacier Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NationsBank | Executive Vice President, Corporate Public Relations | Not disclosed (pre-merger into Bank of America) | Led corporate public relations; deep financial services communications experience |
| Consulting firm (name not disclosed) | Investor and public relations/media strategy consultant | Not disclosed | Developed IR and media strategies for clients |
| SmartMouth Communications | Founder and Principal | Since 2005 | Executive communications, leadership coaching; author/speaker |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Community Bank (UT), division of Glacier Bank | Director | Current | Division-level governance; fees earned for service ($14,645 in 2024) |
| SmartMouth Communications | Founder/Principal | Since 2005 | Advises organizations on communications and presentations |
Board Governance
- Independence: The Board determined Levine is independent under NYSE and company standards; CEO Randall Chesler is not independent .
- Committees: Audit (A), Compensation & Human Capital (CP), Nominating/Governance (N/G), Risk Oversight (RO); not a committee chair .
- Committee cadence/engagement: 2024 meetings—Audit: 10; Compensation & Human Capital: 8; Nominating/Governance: 7; Risk Oversight: 7. Independent directors held five executive sessions in 2024 .
- Board activity/attendance: Board met 12 times (two special) in 2024; each director in office attended ≥75% of board/committee meetings; nine of ten directors attended the annual meeting. Levine joined as of 1/1/2025, so 2024 attendance does not apply .
- Stock ownership guidelines: Directors must reach holdings equal to 5× annual cash retainer within five years; all directors have met or are on track. Policy includes 50% net share retention until guidelines are met .
- Shareholder alignment safeguards: Clawback Policy for executive incentive pay ; anti-hedging and anti-pledging policies (directors/officers prohibited from hedging or pledging Glacier stock) .
- Majority Voting Policy: Each nominee tenders an irrevocable resignation; withhold-majority triggers N/G Committee and Board review/action .
- Transition note: Compensation Committee Chair Sherry Cladouhos to leave the Board at the close of the 2025 Annual Meeting (committee leadership adjustments expected) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual director retainer | $70,000 (cash) | Paid to non-employee directors |
| Chair of the Board additional retainer | $60,000 (cash) | Applies to Board Chair only |
| Committee chair retainer | $12,500 (cash) | Per committee chaired |
| Meeting fees | Not disclosed | Glacier does not list per-meeting fees in 2024 proxy |
| Division bank director fees (Levine) | $14,645 | Fees for First Community Bank (UT), division board service in 2024 |
2024 director equity grants (for non-employee directors) were made February 15, 2024 and were fully vested at grant; Levine was not yet a holding-company director in 2024 .
Performance Compensation
| Equity Program Feature | Details | Evidence |
|---|---|---|
| Director equity awards | Fully vested stock awards at grant date | 2024 director equity awards under 2015 Plan were fully vested |
| Levine Form 4 (holding company grant) | Fully vested shares awarded under 2015 Stock Incentive Plan on Feb 20, 2025 |
Note: Director compensation is not tied to corporate performance metrics; the company’s performance metrics below apply to executive incentive programs (context for pay-for-performance oversight).
| 2024 STIP Metrics (Executive Program) | Weight | Threshold | Target | Max | Actual | % of Target |
|---|---|---|---|---|---|---|
| ROTE (ex-AOCI) | 20% | 7.20% | 9.50% | 11.00% | 8.28% | 89.39% |
| NPAs / Total Subsidiary Assets | 20% | 1.50% | 0.50% | 0.32% | 0.10% | 115.00% |
| Net DDA Growth (# of accounts) | 20% | 0.50% | 1.75% | 2.75% | 1.81% | 100.90% |
| Efficiency Ratio | 20% | 67.00% | 61.50% | 59.50% | 65.44% | 85.67% |
| Net Interest Margin | 20% | 2.20% | 2.78% | 3.20% | 2.71% | 97.59% |
| Overall STIP achievement | — | — | — | — | — | 97.71% |
| 2023 LTIP Metrics (Determinants of 2024 RSU grants to executives) | Weight | Threshold | Target | Max | Actual | % of Target |
|---|---|---|---|---|---|---|
| ROTE (ex-AOCI) | 45% | 9.24% | 13.20% | 16.50% | 9.81% | 82.88% |
| Diluted EPS | 45% | $2.00 | $2.75 | $3.25 | $2.01 | 80.27% |
| Relative TSR (vs compensation peer group) | 10% | 25.00% | 50.00% | 75.00% | 27.27% | 81.82% |
| Overall LTIP achievement | — | — | — | — | — | 81.60% |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Levine in the past five years (bios list other nominees’ public boards; Levine’s bio lists SmartMouth and division bank board) .
- Shared directorships/interlocks: Serves on First Community Bank, division of Glacier Bank; no disclosed interlocks with competitors/customers outside Glacier ecosystem .
Expertise & Qualifications
- Board skills matrix: Banking industry; business operations; executive leadership; human capital/diversity. Not designated as audit/finance expert or risk management specialist .
- Communications/IR leadership: Founder of SmartMouth Communications; former EVP Corporate PR at NationsBank; frequent author/speaker .
Equity Ownership
| Holder | Direct/Indirect Ownership | Shares | % of Outstanding | Notes |
|---|---|---|---|---|
| Beth Noymer Levine | Beneficial ownership of common stock | 1,205 | ~0.0011% (1,205 / 113,493,721) | As of Feb 26, 2025; represents <1% |
| Pledging/Hedging | — | — | — | Prohibited for directors under company policies |
| Ownership guideline status | — | — | — | Directors must reach 5× annual retainer within 5 years; all directors met or on track |
Insider Trades (Forms 3/4/5)
| Filing | Date | Summary | Source |
|---|---|---|---|
| Form 3 (Initial statement) | Jan 6, 2025 | Initial beneficial ownership report upon joining Board | |
| Form 4 | Feb 20, 2025 | Receipt of fully vested shares under 2015 Stock Incentive Plan |
Governance Assessment
- Alignment and independence: Levine strengthens board independence and stakeholder communication capability; she participates across Audit, Compensation, N/G, and Risk Oversight committees, enhancing board-wide continuity without chair concentration .
- Attendance/engagement: Board and committee schedules are robust; while 2024 attendance data does not include Levine, the Board’s 12 meetings and committee cadence suggest high engagement expectations .
- Pay-for-performance oversight: Executive incentives feature diversified financial metrics (ROTE, EPS, TSR, NIM, efficiency, NPAs, DDA growth) with strong shareholder approval (97.4% Say‑on‑Pay in 2024), supporting governance credibility; director equity is fully vested and not performance-tied, which avoids potential conflicts but reduces explicit performance linkage for directors .
- Policies mitigating conflicts: Majority voting, clawbacks (executives), anti-hedging/pledging, ownership guidelines, and a related-person transactions policy with Audit Committee oversight reduce governance risk .
- Potential conflicts/related-party exposure: She operates a communications consultancy; the proxy discloses no related-party transactions involving her. Director/customer banking relationships occur on market terms per policy; no pledging of shares permitted. No legal proceedings or red flags disclosed regarding Levine .
- Key watch items: Upcoming Compensation Committee chair transition after Cladouhos’s departure may change committee dynamics. Monitor director stock ownership guideline progress for Levine over her first five years and any future equity grants under the new 2025 Stock Incentive Plan (successor to the expired 2015 plan) .
Overall, Levine adds communication and leadership depth to an independent, policy‑structured board with strong shareholder approval and risk controls. No material conflicts or red flags are disclosed; insider filings indicate standard onboarding equity practices with fully vested grants and modest personal shareholdings .