Lee Groom
GLACIER BANCORPAbout Lee Groom
Lee K. Groom, age 48, is Executive Vice President and Chief Experience Officer (CXO) of Glacier Bancorp (GBCI) since November 1, 2024, after serving as Senior Vice President and CXO since October 2018; his role was expanded by the Board to address the bank’s increasingly complex operating and regulatory environment as the Company grows . He is a graduate of Colorado College and brings nearly two decades of experience in the financial services industry, including roles at HSBC and First Interstate Bank . Company performance context: 2024 net income was $190 million (down 15% YoY), net interest income rose 2% to $705 million, total assets ended at $27.9 billion, loans +7% and deposits +3% (with two acquisitions), and credit quality remained strong (NPAs 0.10%) . Under pay-versus-performance, Company TSR from a $100 baseline (2019–2024) was 128.16 in 2024, with ROTE (ex-AOCI) at 8.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HSBC | Various roles of increasing responsibility | Part of “nearly two decades” in financial services | Financial services operating experience |
| First Interstate Bank | Various roles of increasing responsibility | Part of “nearly two decades” in financial services | Financial services operating experience |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary (prorated in 2024) | $315,971 | Salary increased to $342,000 upon promotion to EVP (effective Nov 1, 2024) |
| STIP Target (% of Salary) | 50% | Maximum 75% |
| Achieved STIP (2024) | 36.6% of salary; $125,313 | Subject to mandatory deferral (50% paid following performance year; 25% in each of next two years) |
| Non-Equity Incentive Paid (2025 payouts for 2024 perf + prior deferrals) | $104,264 | Comprised of 2022 deferral $27,367; 2023 deferral $14,240; 50% of 2024 STIP $62,657 |
| All Other Compensation | $22,625 | 401(k) match $8,825 and profit-sharing $13,800 |
Performance Compensation
2024 STIP Metrics and Results (Company-level)
| Metric | Weight | Threshold | Target | Max | Actual | Result % of Target | Weighted % of Target |
|---|---|---|---|---|---|---|---|
| Return on Tangible Equity (ex-AOCI) | 20.00% | 7.20% | 9.50% | 11.00% | 8.28% | 89.39% | 17.88% |
| Non-performing Assets / Total Subsidiary Assets | 20.00% | 1.50% | 0.50% | 0.32% | 0.10% | 115.00% | 23.00% |
| Net DDA Growth (# of accounts) | 20.00% | 0.50% | 1.75% | 2.75% | 1.81% | 100.90% | 20.18% |
| Efficiency Ratio | 20.00% | 67.00% | 61.50% | 59.50% | 65.44% | 85.67% | 17.13% |
| Net Interest Margin | 20.00% | 2.20% | 2.78% | 3.20% | 2.71% | 97.59% | 19.52% |
| Overall Performance | 100% | — | — | — | — | 97.71% | — |
- Groom’s 2024 STIP payout was 36.6% of base salary ($125,313), pro-rated across prior and new tiers with mandatory deferral; cash paid for 2024 performance in early 2025 was $62,657 with additional deferrals paid from 2022 and 2023 .
2023 LTIP Metrics (determined RSU value awarded Feb 15, 2024)
| Metric | Weight | Threshold | Target | Max | Actual | Result % of Target | Weighted % of Target |
|---|---|---|---|---|---|---|---|
| Return on Tangible Equity (ex-AOCI) | 45.00% | 9.24% | 13.20% | 16.50% | 9.81% | 82.88% | 37.30% |
| Diluted EPS | 45.00% | $2.00 | $2.75 | $3.25 | $2.01 | 80.27% | 36.12% |
| Relative TSR vs Peer Group | 10.00% | 25.00% | 50.00% | 75.00% | 27.27% | 81.82% | 8.18% |
| Overall Performance | 100% | — | — | — | — | 81.60% | — |
LTIP Award to Groom (Feb 15, 2024)
| Grant | RSUs (#) | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| 2024 RSU (for 2023 LTIP perf) | 1,511 | $58,174 (at $38.50/share) | 503 vested 2/15/2025; 504 vest 2/15/2026; 504 vest 2/15/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/26/2025) | 7,967 shares; less than 1% of outstanding . Shares outstanding on record date: 113,493,721 . Approximate ownership ≈0.007% of outstanding (7,967 ÷ 113,493,721) . |
| Unvested RSUs (12/31/2024) | 553; 1,123; 1,511 units; total 3,187 . |
| Upcoming RSU Vesting Schedule | 553 grant: 561 vested 2/15/2025; 562 vests 2/15/2026 . 1,123 grant: 561 vested 2/15/2025; 562 vests 2/15/2026 . 1,511 grant: 503 vested 2/15/2025; 504 vests 2/15/2026; 504 vests 2/15/2027 . |
| Ownership Guidelines | Executives must hold stock equal to 4× base salary; retain 50% of net shares until guideline met; all executive officers have met or are on track . |
| Anti-Pledging/Hedging | Directors and executive officers are prohibited from pledging GBCI stock or engaging in hedging; anti-pledging and anti-hedging policies in place . |
| Clawback | Company will recover incentive compensation tied to financial measures upon restatement for material noncompliance; 3-year lookback . |
Employment Terms
| Term | Groom-Specific Details |
|---|---|
| Employment Agreement | Amended and restated effective Feb 20, 2025; two-year term; auto-renews annually unless non-renewed 120 days before renewal; current term extends to Feb 19, 2026 . |
| Non-Compete | One-year post-termination non-compete; prohibits competition with Company/subsidiaries . |
| Severance (No CIC) | Upon termination without Cause or for Good Reason (no CIC), paid per agreement (consistent with executive terms structure) . |
| Severance (With CIC – Double Trigger) | Two times base salary and bonus component; payable over 24 months; reduction if payments would trigger 280G excise tax to optimize after-tax outcome . |
| Change-in-Control Scenario (Illustrative 12/31/2024) | Total potential payment $1,252,503; includes cash severance $840,293 plus STIP/benefit components . |
| Accrued Benefits & Programs | SERP present value $54,444 (paid in five annual installments upon trigger) ; 401(k) match and profit-sharing as disclosed . |
| Equity Vesting Protections | “Rule of 80” and CIC provisions for accelerated vesting on death, disability, retirement, or qualifying termination . |
| Policies | Anti-hedging; anti-pledging; stock ownership and retention; clawback . |
Compensation Structure Analysis
- Pay mix: For newly appointed executives (like Groom), STIP target 50% and LTIP RSUs with three-year vesting create at-risk, performance-linked compensation tied to ROTE, credit quality (NPAs), growth (DDA), efficiency, and NIM, plus long-term metrics ROTE, EPS, and relative TSR .
- Deferral mechanisms: Mandatory STIP deferral (50% immediate; 25% in each of next two years subject to NPAs ≤2%) enhances long-term alignment and reduces excessive risk-taking .
- Governance safeguards: Clawback, anti-hedging/pledging, double-trigger CIC severance, and ownership guidelines support shareholder alignment; no excise tax gross-ups .
- Shareholder support: Say-on-pay approval was 97.4% in 2024, indicating strong investor endorsement of pay practices .
Investment Implications
- Alignment and retention: Low direct ownership (~0.007%) is offset by mandated ownership guidelines and a pipeline of unvested RSUs vesting through 2027; anti-pledging/hedging policies and clawback reduce agency risk .
- Near-term supply dynamics: Scheduled RSU vesting dates (Feb 2026 and Feb 2027) could create modest event-driven selling pressure if Groom monetizes vested shares; retention requirements mitigate this risk for guideline shortfalls .
- Contract economics: Double-trigger CIC terms (2× salary+bonus component; $1.25M illustrative total) suggest reasonable protection without gross-ups, limiting windfall risk and keeping incentives aligned with long-term performance .
- Performance linkages: STIP/LTIP metrics focus on ROTE, EPS, relative TSR, efficiency, NIM, and asset quality—key banking value drivers—supporting pay-for-performance; Company context in 2024 was pressured earnings but stable credit and growing NII/assets .