Michael Hormaechea
GLACIER BANCORPAbout Michael B. Hormaechea
Independent director of Glacier Bancorp, Inc. (GBCI). Age 53 (as of Feb 25, 2025), director since 2021, determined independent by the Board. Bachelor’s degree in Business Administration from the University of San Diego; 25+ years of leadership in real estate development across residential, commercial resort, and mixed‑use projects. Currently serves as Chair of Mountain West Bank, division of Glacier Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hormaechea Development LLC | Manager | 25+ years (leadership in real estate development) | Experience in construction management, finance, sales, marketing, strategic planning, and corporate management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mountain West Bank (division of Glacier Bank) | Chair | Current | Division board fees paid separately to director |
| Public company boards (past 5 years) | — | — | No other public company directorships identified in Company’s nominee disclosures |
Board Governance
- Committee memberships: Audit (A), Compensation & Human Capital (CP), Nominating/Corporate Governance (N/G), Risk Oversight (RO); not listed as chair of any corporate committee.
- Independence: Board determined independent; CEO not independent.
- Attendance: Board met 12 times in 2024 (2 special); each director attended ≥75% of Board and committee meetings; nine of ten directors attended the annual meeting.
- Executive sessions: Independent directors met in executive session at board and committee meetings five times in 2024.
- Committee activity (2024 meetings): Audit 10; Compensation & Human Capital 8; Nominating/Governance 7; Risk Oversight 7.
- Majority voting policy: Irrevocable resignation required; withhold > for votes triggers N/G Committee and Board review.
- Board leadership: Chair and CEO roles separated; current Board Chair is Craig A. Langel.
Committee Assignments – 2024 Activity
| Committee | Membership | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit (A) | Member | No (Chair: David C. Boyles) | 10 |
| Compensation & Human Capital (CP) | Member | No (Chair: Sherry L. Cladouhos through 2024) | 8 |
| Nominating/Corporate Governance (N/G) | Member | No (Chair: Douglas J. McBride) | 7 |
| Risk Oversight (RO) | Member | No (Chair: Annie M. Goodwin) | 7 |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 70,000 | 60,022 | 24,150 (Mountain West Bank division fees) | 154,172 | Annual director retainer $70,000; committee chair fee $12,500 (not applicable to him); Board Chair additional $60,000 (not applicable); equity awards granted Feb 15, 2024, fair value at $38.50 per share; director equity fully vested at grant |
Performance Compensation (Director)
| Component | Metrics | Vesting | 2024 Detail |
|---|---|---|---|
| Director equity award | None disclosed for directors | Fully vested at grant | $60,022 grant date fair value; granted Feb 15, 2024 at $38.50 per share fair value basis |
Director stock awards are time‑vested at grant; no performance conditions for directors were disclosed.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None identified for Hormaechea in the Company’s nominee disclosures (past five years) |
| Glacier Bank division roles | Chair, Mountain West Bank (division of Glacier Bank) |
| Related interlocks | None disclosed specific to Hormaechea; Audit Committee reviews/approves related person transactions under Item 404 of Regulation S‑K |
Expertise & Qualifications
- Skills matrix indicates experience across banking industry, audit/accounting/finance, business operations, and executive leadership.
- Professional background: Extensive leadership in real estate development, construction management, finance, sales/marketing, corporate management, operations, strategic planning, and business development.
- Education: Bachelor’s in Business Administration, University of San Diego.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Direct/Indirect | Notes |
|---|---|---|---|---|
| Michael B. Hormaechea | 5,796 | <1% | Not specified | Address: 49 Commons Loop, Kalispell, MT 59901 |
- Stock ownership guidelines: Directors expected to own ≥5x annual cash retainer within five years of appointment; all directors have met the guideline or are on track.
- Anti‑hedging and anti‑pledging: Company prohibits hedging and pledging of Glacier stock by directors and executive officers.
- Section 16 compliance: Company believes all directors and executive officers complied with Section 16(a) filing requirements for FY2024.
Governance Assessment
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Strengths
- Fully independent director; participates on all key Board committees (Audit, Compensation, N/G, Risk Oversight), supporting comprehensive oversight.
- Attendance and engagement adequate (≥75% attendance standard met across Board/committees in 2024); independent directors held five executive sessions.
- Ownership alignment via 5x retainer guideline; anti‑hedging and anti‑pledging policies reduce misalignment risk.
- Transparent director pay mix (cash retainer + fully vested equity) and moderate total compensation; no meeting fees or performance‑linked director pay.
- Majority voting policy adds accountability; separation of Chair and CEO enhances independent oversight.
-
Watch items / potential conflicts
- Real estate development business (Hormaechea Development LLC) could interact with bank lending or customer transactions; Company policy requires Audit Committee approval of related person transactions and states 2024 director/executive loans were ordinary course on arm’s‑length terms without abnormal risk features.
- Division role (Chair, Mountain West Bank) entails additional intra‑group responsibilities; “All Other Compensation” reflects division board fees—monitor workload and potential influence across subsidiary governance.
-
Investor confidence signals
- 2024 Say‑on‑Pay approval at 97.4%, indicating broad shareholder support for compensation governance.
- Comprehensive committee coverage and robust meeting cadence (Audit 10, Compensation 8, N/G 7, Risk Oversight 7) indicate active oversight of financial reporting, human capital, governance, and enterprise risk.