David Boyles

About David C. Boyles

Independent director of Glacier Bancorp, Inc. (GBCI) since 2018; age 74 as of Feb 25, 2025. Veteran commercial banker with 40+ years’ experience, designated an SEC “audit committee financial expert.” Former President/Chair of Columbine Capital Corp/Collegiate Peaks Bank (acquired by GBCI in 2018) and former President/CEO/Chair of Guaranty Bank and Trust Company; prior Tenth Federal Reserve District representative to the Federal Reserve Advisory Council (2006–2008). Holds B.A. in Chemistry and B.S. in Business–Finance from University of Colorado–Boulder .

Past Roles

External Roles

Board Governance

• Independence: Classified independent; CEO is the only non-independent director .
• Committees: Audit Committee (Chair; audit committee financial expert), Compensation & Human Capital, Nominating/Corporate Governance, and Risk Oversight .
• Attendance: Board held 12 meetings in 2024 (2 special); each director attended at least 75% of Board and committee meetings; independent directors met in executive session five times .
• Committee cadence: 2024 meetings – Audit (10), Compensation (8), Nominating/Governance (7), Risk Oversight (7) .
• Governance policies: Majority Voting Policy; Anti‑Hedging; Anti‑Pledging; Clawback; Stock Ownership & Retention Guidelines; Codes of Ethics .

Fixed Compensation (Director)

Performance Compensation (Director Equity and Pay-for-Performance Context)

Note: Director equity is fully vested at grant, reducing at-risk alignment versus time- or performance-vested awards; however, anti‑hedging/anti‑pledging and ownership guidelines mitigate misalignment risks .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Boyles .
• Interlocks: Serves on a GBCI bank division board (Collegiate Peaks Bank); receives divisional fees (see compensation). No disclosed interlocks with competitors/suppliers/customers at the public company level .
• Section 16 compliance: All directors/officers complied with filing requirements for 2024 .

Expertise & Qualifications

• Designated audit committee financial expert; deep finance, audit, regulatory, and banking operations expertise .
• Skills matrix: Banking, Audit/Accounting/Finance, Business Operations, Legal/Regulatory, Risk Management, Executive Leadership (all marked for Boyles) .
• Education: B.A. Chemistry; B.S. Business–Finance, University of Colorado–Boulder .

Equity Ownership

• Ownership guidelines: Directors expected to hold ≥5x annual cash retainer within 5 years; all have met or are on track. RSUs can count; 50% net shares retention until met .
• Hedging/pledging: Prohibited for directors (anti‑hedging and anti‑pledging policies) .

Governance Assessment

Key positives

• Audit Committee chair and SEC “financial expert” with multi-decade bank leadership; enhances financial oversight and risk governance .
• Independent; sits on all four key committees; Board separates Chair/CEO roles; robust governance framework (clawback; anti‑hedging/pledging; majority voting) .
• Attendance baseline met; committees active with regular cadence; independent director executive sessions held five times in 2024 .
• Strong shareholder alignment signals at company level: 2024 say‑on‑pay support 97.4%; performance‑weighted STIP/LTIP; double‑trigger CIC; no tax gross‑ups .

Potential concerns / monitoring items

• Director equity awards fully vested at grant reduce explicit performance linkage for directors; mitigated by ownership/anti‑hedging policies and reputational incentives .
• Related‑party banking relationships possible (customary for community banks), but policy requires arm’s‑length terms and Audit Committee oversight; 2024 transactions deemed ordinary course with normal risk .
• Additional fees from division board service (Collegiate Peaks Bank) increase total director pay; disclosed and typical for GBCI’s multi-division model .

Signals for investor confidence

• Concentrated audit/risk governance role, independence, and “financial expert” status are positives for controls and financial reporting quality.
• Stock ownership guidelines and anti‑hedging/pledging policies support alignment; no pledging exposure disclosed .
• Board/committee activity levels and executive sessions indicate engaged oversight during a challenging rate environment .

RED FLAGS: None material disclosed

• No low attendance, no hedging/pledging, no related‑party exceptions, no SEC/legal proceedings involving Boyles disclosed .

Director Compensation (Detail)

Policy references

• Standard non-employee director retainer $70,000; Board Chair additional $60,000; Committee Chairs $12,500; equity granted 2/15/2024 at $38.50 and fully vested; no meeting fees .

Related Party / Conflicts

• Related-person transaction policy: Audit Committee or independent directors must approve; terms comparable to arm’s-length; 2024 loans to directors/officers occurred in ordinary course on market terms, not involving abnormal risk .
• Anti‑hedging and anti‑pledging policies apply to directors; reduces misalignment/conflict potential .

Say-on-Pay & Shareholder Feedback (Company-level context)

• 2024 say‑on‑pay: 97.4% approval; Board cites ongoing investor engagement and retention of core pay design .

Compensation Peer Group (Company-level context)

• Custom peer set used for benchmarking; includes regional bank BHCs $12–$67B assets (e.g., Bank OZK, UMB, Old National, Western Alliance) .

Summary Implications for Investors

• Boyles’ leadership as Audit Chair and financial expert, combined with comprehensive governance policies and high say‑on‑pay support, is additive to confidence in financial reporting and risk oversight.
• No disclosed conflicts or red flags; ownership guidelines and anti‑pledging/hedging further align interests.
• Monitor director equity design (fully vested grants) and divisional fee structures; current disclosures mitigate concern through transparency and alignment policies .