Craig Langel

About Craig A. Langel

Craig A. Langel, age 74, is an independent director and the non‑executive Chair of the Board at Glacier Bancorp (GBCI). He has served on Glacier’s Board since 2005 and is designated by the Board as an audit committee financial expert; he holds a B.S. in accounting from Montana State University and previously practiced as a CPA with valuation credentials, alongside owning and operating multi‑unit restaurant businesses (Taco Bell/KFC via CLC Restaurants, Inc.; part owner of Mustard Seed Restaurants) .

Past Roles

External Roles

Board Governance

• Board leadership: Glacier separates Chair and CEO; Mr. Langel serves as non‑executive Chair, which the Board believes enhances independence and objectivity .
• Independence: The Board determined Langel is independent under NYSE and company standards .
• Committee assignments: Audit (A), Compensation & Human Capital (CP), Nominating/Governance (N/G), Risk Oversight (RO); additionally designated as audit committee financial expert .
• Attendance & engagement: The Board met 12 times in FY2024; all directors attended at least 75% of Board and committee meetings; independent directors held five executive sessions in 2024 .
• Majority voting policy and shareholder communications codified in governance documents; Board conducts annual self‑evaluations and oversight via N/G committee .

Fixed Compensation (Director)

Performance Compensation (Director Equity)

Approximate shares underlying 2024 director grant: ~$60,022 / $38.50 ≈ ~1,560 shares (computed using grant‑date fair value and per‑share price) .

• Equity grant timing: grants generally effective Feb 15 annually; no backdating; plan prohibits option repricing/discounted options .
• 2025 Stock Incentive Plan proposed; director award caps and anti‑repricing provisions preserved .

Other Directorships & Interlocks

Expertise & Qualifications

• Matrix indicates Langel’s skills across Banking Industry, Audit/Accounting/Finance, Business Operations, Legal/Regulatory, Risk Management, Executive Leadership, Human Capital/Diversity .
• Board designated Langel an “audit committee financial expert” under SEC rules .
• Career as CPA with valuation credentials and multi‑unit operator supports board effectiveness in finance and operations .

Equity Ownership

Governance Assessment

• Strengths:

  • Non‑executive Chair role separated from CEO enhances oversight and independence .
  • Audit committee financial expert designation and deep accounting/valuation background strengthen financial reporting oversight .
  • Broad committee participation (Audit, Compensation, N/G, Risk) suggests high engagement; attendance ≥75% with five independent executive sessions in 2024 .
  • Robust governance policies (clawback for executives, anti‑hedging/pledging, majority voting, ownership guidelines) support shareholder alignment .
  • Director compensation balanced: meaningful cash retainer with equity grants; equity fully vested at grant; transparent fee structure .

• Potential risks/RED FLAGS to monitor:

  • Insider credit exposure: while loans to directors/related interests are governed by arm’s‑length and approval policies, aggregate insider loans are sizable company‑wide ($110.15M); continued audit committee oversight is essential (no director‑specific data disclosed) .
  • Director equity awards are fully vested at grant (lower “at‑risk” element for directors compared with performance‑based equity), placing more emphasis on ownership guidelines to ensure alignment .
  • Multiple committee memberships plus Board Chair responsibilities concentrate influence; ensure continued rigorous N/G committee evaluations and succession planning .

• Shareholder sentiment signal:

  • Say‑on‑pay approval was 97.4% in 2024, indicating broad investor support for compensation practices and governance framework .

Compensation Committee independence and consultant: Aon Human Capital Solutions (independent) supports peer group benchmarking; committee concluded no conflicts of interest with consultant .

Notes on Related‑Party Exposure and Alignment Controls

• Transactions with management and directors are subject to a Related Person Transactions Policy and Audit Committee approval; loans must match market terms and not present abnormal risk .
• Anti‑hedging and anti‑pledging policies help prevent misalignment; stock ownership guidelines indicate Langel’s holdings substantially exceed required thresholds based on record‑date price and disclosed share count .

Director Compensation Summary (2024)

Committee Assignments and Roles

Say‑on‑Pay & Shareholder Feedback

Policy Highlights

• Clawback (executives), Stock Ownership & Retention (directors/executives), Anti‑Hedging, Anti‑Pledging/Margin, Majority Voting, Codes of Ethics, Insider Trading Policy; governance documents publicly available .