Jesus Espinoza
GLACIER BANCORPAbout Jesus T. Espinoza
Jesus T. Espinoza (age 77; director since 2022) is an independent director of Glacier Bancorp, Inc. with over 45 years in community development across public, private, and non-profit sectors; he is President & CEO of Espinoza Community Development LLC and co‑founder and former President & CEO of Raza Development Fund (largest Latino CDFI in the U.S.). He also serves as a director for The Foothills Bank, division of Glacier Bank. Core credentials emphasize executive leadership, corporate management, asset management, and community/business/real estate development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raza Development Fund | Co‑founder; President & CEO (former) | — | Built largest Latino CDFI; executive leadership impact |
| Espinoza Community Development LLC | President & CEO | — | Private community development; executive leadership |
| Local Initiatives Support Corp. (LISC) | Director (former) | — | Community development programs (external profile) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Foothills Bank (division of Glacier Bank) | Director | — | Division board role |
| Glacier Bancorp, Inc. | Director | Since 2022 | Elected; independent |
Board Governance
- Committee assignments: Audit (A), Compensation & Human Capital (CP), Nominating/Corporate Governance (N/G), Risk Oversight (RO); no chair roles disclosed for Espinoza .
- Independence: Board determined Espinoza is independent under NYSE/Company standards (CEO not independent) .
- Attendance/engagement: Board held 12 meetings in FY2024; each director attended at least 75% of Board/committee meetings; nine of ten directors attended the annual meeting; independent directors met in five executive sessions in 2024 .
- Majority Voting Policy applies; irrevocable resignation letters on file for nominees receiving majority-withhold in uncontested elections .
- Risk oversight coverage via Audit, CP, and RO committees as described in charters .
Fixed Compensation (Director)
| Metric (2024) | Amount (USD) |
|---|---|
| Annual Cash Retainer | $70,000 |
| Committee Chair Fees | None for Espinoza (member only) |
| Board Chair Fee | Not applicable |
| All Other Compensation (division board fees) | $20,400 (Foothills Bank division) |
| Total Director Cash + Other | $90,400 |
Performance Compensation (Director)
| Equity Grant Details (2024) | Disclosure |
|---|---|
| Stock Awards (Grant Date Fair Value) | $60,022 |
| Grant Date | February 15, 2024 |
| Reference Price | $38.50 per share at close on grant date |
| Vesting | Fully vested at grant for non‑employee directors |
| Plan & Practices | Awards under 2015 Plan; no option repricing/discounting; annual grant timing practice around Feb 15; grants not coordinated with MNPI |
| 2025 Stock Incentive Plan | New plan proposed/approved for future awards; 1.6M shares authorization; max non‑employee director value $500,000/year; no repricing |
Note: Director equity awards are time‑based and fully vested at grant; no director‑specific performance metrics are disclosed for equity (performance metrics in LTIP/ STIP apply to NEOs) .
Other Directorships & Interlocks
- Public company boards: No other public company directorships disclosed for Espinoza in GBCI proxy (contrast: other directors list public boards when applicable) .
- Internal interlocks: Director at The Foothills Bank division; All related‑party transactions (e.g., director loans) are governed by Related Person Transactions Policy; 2024 transactions to directors/associates were ordinary course, market terms, and without unfavorable features per management .
Expertise & Qualifications
- Board skills matrix credits Espinoza with Banking Industry, Business Operations, Risk Management, Executive Leadership, Human Capital/Diversity .
Equity Ownership
| Ownership (as of Feb 26, 2025) | Shares | Ownership % | Notes |
|---|---|---|---|
| Beneficial Ownership (Common) | 4,135 | <1% | Sole voting/investment power unless otherwise noted |
| Stock Ownership Guidelines | Directors: ≥5× annual cash retainer within 5 years; unvested RSUs count; retain 50% of net shares until guideline met | ||
| Anti‑pledging & anti‑hedging | Pledging prohibited for directors; hedging prohibited for all directors/officers/employees | ||
| Section 16 Compliance | Company believes all director/officer filings complied for FY2024 |
Say‑on‑Pay & Shareholder Feedback
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Say‑on‑pay votes For | 81,571,657 | 80,409,496 | 85,375,779 |
| Votes Against | 2,577,409 | 2,170,397 | 1,974,302 |
| Abstentions | 339,255 | 213,197 | 196,464 |
| Broker Non‑Votes | 9,615,601 | 9,945,864 | 9,500,525 |
- 2024 proxy notes 97.4% Say‑on‑Pay approval in 2024, signaling strong investor support for compensation practices .
Compensation Committee Analysis (Governance quality)
- Espinoza is a member of the Compensation & Human Capital Committee (independent under NYSE standards); 8 meetings in 2024; oversight includes CEO/NEO compensation, risk review of comp programs, human capital strategy, and authority to retain independent advisors .
- Independent compensation consultant (Aon Human Capital Solutions) engaged; committee assessed and concluded consultant independence with no conflicts; peer group used for benchmarking (public bank BHCs $12–$67B assets) .
Related Party Transactions & Conflicts
- Policy: Audit Committee or independent directors must approve/ratify related person transactions; terms must be comparable to arm’s‑length third parties .
- 2024 status: Certain directors/officers (and associates) were bank customers; transactions were ordinary course, market terms, normal risk, and without other unfavorable features (no specific issues disclosed for Espinoza) .
Governance Assessment
- Positives:
- Independent status; serves on all four key committees, enhancing cross‑functional governance oversight .
- Attendance and engagement standards met at Board level; independent director executive sessions held five times in 2024 .
- Strong shareholder support for pay practices; robust governance policies (clawback, anti‑hedging/pledging, majority voting, stock ownership guidelines) .
- Compensation committee operates with independent advisor and explicit risk review .
- Watch items:
- Beneficial ownership is modest at 4,135 shares relative to guideline expectations (directors must reach ≥5× cash retainer within five years; directors “have met or are on track”)—monitor alignment trajectory over guideline horizon .
- Director equity grants are fully vested at grant, reducing long‑term vesting alignment versus multi‑year vesting structures (though director equity is modest and policy discourages risk‑taking) .
Appendix: Committee Membership Reference
- Audit Committee report confirms independence of members; Audit Chair is David C. Boyles; Audit Committee financial experts designated (Boyles, Langel). Espinoza is listed among members .
- Nominating/Governance Committee: McBride as Chair; seven meetings in 2024; conducts annual board evaluations and peer reviews .
- Risk Oversight Committee: Seven meetings in 2024; cybersecurity oversight (quarterly CISO reports) and risk‑appetite governance .
- Compensation & Human Capital Committee: Sherry L. Cladouhos Chair in 2024; comprehensive oversight of compensation/human capital; Espinoza a member .