Douglas McBride
GLACIER BANCORPAbout Douglas J. McBride
Douglas J. McBride, OD (age 72 as of February 25, 2025) has served on Glacier Bancorp’s board since 2006 and is an independent director. He is a long‑time optometrist in Billings, Montana with leadership roles in state optometry governance. Education: BA, Linfield College; Doctor of Optometry, Illinois College of Optometry. Core credentials: healthcare community expertise and benefits insight; chairs the Nominating/Corporate Governance Committee (N/G) and serves on Audit (A), Compensation & Human Capital (CP), and Risk Oversight (RO) committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private practice (Billings, MT) | Optometrist | “over 30 years” | Healthcare expertise informing board perspective on benefits and broader healthcare industry issues |
| Montana State Board of Examiners for Optometry | Former President; Member since 1993 | Since 1993 | Professional standards oversight; regulatory experience |
| Montana Optometric Association | Past President | Not disclosed | Industry leadership; policy exposure |
| TLC Laser Eye Center (Billings) | Former Advisory Board Chair | Not disclosed | Vision care technologies and patient services oversight |
| Vision Source (State of Montana) | Former administrator | Not disclosed | Practice network administration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Western Security Bank (division of Glacier Bank) | Director | Current | Division‑level board service within Glacier Bancorp’s subsidiary network |
Board Governance
- Independence: Board determined McBride is independent under NYSE and company standards; CEO Chesler is not independent .
- Committee assignments (2025 slate): Audit (A), Compensation & Human Capital (CP), Nominating/Governance (N/G) Chair, Risk Oversight (RO) .
- Board/committee meeting cadence (2024): Board held 12 meetings (2 special); each director attended at least 75% of Board and committee meetings. Committees held A=10; CP=8; N/G=7; RO=7. Independent directors held five executive sessions during 2024 .
- Leadership structure: Independent Chair (Craig A. Langel); roles of Chair and CEO are separated .
- Majority Voting Policy: All nominees tender irrevocable resignations; N/G committee reviews any majority-withhold outcomes .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Stock Awards – Grant Date Fair Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 70,000 | 12,500 (N/G Chair) | 60,022 (fully vested; $38.50 per share on 2/15/2024) | 14,420 (division board fees) | 156,942 |
| 2023 | 60,000 | 10,000 (N/G Chair) | 60,037 (fully vested; $47.46 per share on 2/15/2023) | 13,420 (division board fees) | 143,457 |
- Director fee structure: Annual retainer $70,000 (2024) vs $60,000 (2023); committee chairs $12,500 (2024) vs $10,000 (2023); Board Chair adds $60,000 (2024) vs $50,000 (2023) .
- Division service fees: Western Security Bank director fees disclosed in “All Other Compensation” .
Performance Compensation
- Equity award design for directors: Annual stock awards are fully vested at grant under the 2015 Stock Incentive Plan; no performance conditions or vesting schedules apply to director equity grants .
No director‑specific performance metrics disclosed for equity compensation; awards are time‑vested at grant (fully vested).
Other Directorships & Interlocks
- Public company boards: None disclosed for McBride .
- Internal network roles: Western Security Bank (division of Glacier Bank) board service .
- Related party safeguards: Loans and banking services to directors conducted on ordinary terms; Audit Committee approves related person transactions per policy .
Expertise & Qualifications
- Healthcare community expertise and benefits insight for workforce/plan design .
- Governance experience: Chairs N/G committee; contributes to board composition, evaluations, and governance policy oversight .
- Skills matrix: Listed for banking industry, business operations, executive leadership, human capital/diversity; not designated as audit committee financial expert (that designation applies to Boyles and Langel) .
Equity Ownership
| As‑of Date | Beneficial Ownership (Shares) | Shares Outstanding | Ownership (%) |
|---|---|---|---|
| Feb 26, 2025 | 18,495 | 113,493,721 | 0.0163% (computed from cited figures) |
| Feb 22, 2024 | 17,290 | 113,382,094 | 0.0152% (computed from cited figures) |
- Ownership guidelines: Directors must hold at least 5x annual cash retainer within five years; all directors have met or are on track .
- Hedging/pledging: Prohibited for directors; anti‑hedging and anti‑pledging policies in place .
- Section 16 compliance: Company reports timely filings for 2024 by directors and officers; 2023 had one late Form 4 for a different director (Boyles), not McBride .
Governance Assessment
- Committee influence and independence: As N/G Chair, McBride is central to board composition, evaluations, and governance standards—an effective check on management with consistent independence affirmed annually .
- Attendance and engagement: Meets at least 75% attendance threshold with active participation across all major committees; robust committee schedules (A=10; CP=8; N/G=7; RO=7) suggest substantive oversight touchpoints .
- Alignment and safeguards: Modest director pay mix anchored in cash retainer plus fully vested equity; stringent stock ownership guidelines, anti‑hedging/pledging policies, and majority‑vote resignation regime support shareholder alignment and accountability .
- Potential conflicts: Division‑level board fees disclosed; related‑party banking relationships conducted at market terms under Audit Committee oversight—mitigating conflict risk .
- Investor signaling: Strong say‑on‑pay outcomes (97.4% approval in 2024), independent board leadership, and regular executive sessions underpin investor confidence in governance processes .
RED FLAGS
- None disclosed specific to McBride. General mitigants include anti‑hedging/pledging policy, majority voting policy, and formal related‑party transaction controls .