Randall Chesler
GLACIER BANCORPAbout Randall Chesler
Randall M. Chesler (age 66) is President, CEO, and a director of Glacier Bancorp (GBCI). He has served as CEO since January 1, 2017, and was President of Glacier Bank from August 1, 2015 to December 31, 2016 . In 2024, Glacier reported net income of $190 million, ROTE (excluding AOCI) of 8.24%, and steady net interest margin improvement each quarter despite rate-driven pressures; total assets ended at $27.9 billion and credit metrics remained strong (NPAs 0.10%) . Pay-versus-performance data shows five-year TSR translating to a $128.16 value on an initial $100 investment by year-end 2024, with compensation “actually paid” rising alongside net income and ROTE .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CIT Bank (CIT Group) | President | Not disclosed; within 10 years at CIT | Led banking subsidiary; prior leadership roles included President of Small Business Lending and President of Consumer Finance, building breadth across product lines . |
| CIT Group | Senior leadership (multiple roles) | 10 years | Progressive leadership across small business lending and consumer finance; execution in financial services operations and growth . |
| Size Technologies; Associates First Capital; Visa; Citibank | Leadership roles | Not disclosed | Technology and finance experience, contributing operational and strategic credentials . |
External Roles
No current public company directorships disclosed beyond Glacier/Glacier Bank. Chesler is a director of Glacier and Glacier Bank; he is not independent as CEO and does not serve on board committees .
Fixed Compensation
| Year | Base Salary ($) | 401(k) Matching ($) | Profit Sharing ($) | SERP Actuarial Change ($) | All Other ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 981,000 | 10,350 | 13,800 | 124,731 | — | Profit sharing reflects 1% discretionary contribution; SERP accrual credited at 3% plan rate . |
| 2023 | 925,365 | — | — | 158,107 | — | — |
| 2022 | 881,300 | — | — | 213,595 | — | — |
• CEO pay ratio: 49:1 for 2024 (CEO total $2,932,968 vs median employee $59,641) .
Performance Compensation
Short-Term Incentive Program (STIP) – Plan Mechanics and 2024 Outcomes
| Metric | Weight | Threshold | Target | Max | Actual | Result % of Target | Weighted % |
|---|---|---|---|---|---|---|---|
| ROTE (ex-AOCI) | 20% | 7.20% | 9.50% | 11.00% | 8.28% | 89.39% | 17.88% |
| NPAs / Total Subsidiary Assets | 20% | 1.50% | 0.50% | 0.32% | 0.10% | 115.00% | 23.00% |
| Net DDA Growth (# accounts) | 20% | 0.50% | 1.75% | 2.75% | 1.81% | 100.90% | 20.18% |
| Efficiency Ratio | 20% | 67.00% | 61.50% | 59.50% | 65.44% | 85.67% | 17.13% |
| Net Interest Margin | 20% | 2.20% | 2.78% | 3.20% | 2.71% | 97.59% | 19.52% |
| Overall | 100% | — | — | — | — | 97.71% | 97.71% |
STIP opportunity for CEO: threshold 0%; target 100% of salary; maximum 150% . 2024 achieved bonus: 97.7% of salary = $958,535; cash paid in early 2025 was 50% ($479,268) plus mandatory deferrals paid from prior years ($223,341 for 2022; $118,845 for 2023) totaling $821,453 . Deferrals vest subject to NPAs/Assets ≤2.0% and continued employment (with death/disability/retirement exceptions); 2022/2023 deferrals were approved and paid in January 2025 .
Long-Term Incentive Program (LTIP) – RSUs (Granted Feb 15, 2024 for 2023 Performance)
| Component | Weight | Threshold | Target | Max | Actual | Result % of Target |
|---|---|---|---|---|---|---|
| ROTE (ex-AOCI) | 45% | 9.24% | 13.20% | 16.50% | 9.81% | 82.88% |
| Diluted EPS | 45% | $2.00 | $2.75 | $3.25 | $2.01 | 80.27% |
| Relative TSR vs Peer Group | 10% | 25th pct | 50th pct | 75th pct | 27.27th pct | 81.82% |
| Overall | 100% | — | — | — | — | 81.60% |
CEO LTIP award (Feb 15, 2024): 25,497 RSUs; grant date fair value $981,635 at $38.50; vests in equal thirds on Feb 15, 2025/2026/2027; absolute negative TSR caps the TSR component at target .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Feb 26, 2025) | 79,010 shares, including 4,985 in the 401(k) Plan . |
| Shares outstanding (Record Date) | 113,493,721 . |
| Ownership as % of outstanding | ~0.07% (79,010 / 113,493,721) . |
| Unvested RSUs at 12/31/24 | 7,220 ($362,588); 16,519 ($829,584); 25,497 ($1,280,459) valued at $50.22 per share . |
| RSU vesting schedule | 8,499 vest 2/15/2025; 8,499 vest 2/15/2026; 8,499 vest 2/15/2027 . |
| 2024 RSUs vested | 22,365 shares; value realized $861,053 . |
| Ownership guidelines | CEO must hold ≥6x base salary; unvested RSUs count toward guideline; retain 50% of net shares until compliant; executives have met or are on track . |
| Anti-hedging / anti-pledging | Hedging prohibited; directors and executive officers may not pledge or hold shares in margin accounts . |
| Insider trading policy | Adopted; filed as Exhibit 19 to 2024 Form 10-K . |
Implication: Upcoming three annual RSU vest dates may create periodic liquidity or selling pressure windows; retention requirements mitigate near-term disposition .
Employment Terms
| Feature | Terms |
|---|---|
| Agreement term | 2-year term, auto-renewed annually on Feb 19 unless non-renewal notice 120+ days prior; current term extends to Feb 19, 2026 . |
| Severance (no change in control) | Greater of remaining base salary over term or amount under Severance Plan, paid in equal monthly installments over three years; Severance Plan currently excludes those covered by employment agreements . |
| Change-in-control (double trigger) | 2.99x most recent calendar-year compensation, payable over 36 months; reduced by post-CIC cash compensation; 280G cutback vs best-net applied . |
| Non-compete | Prohibits competition during term and for three years post-termination; severance contingent on release . |
| Clawback | Recovery of incentive comp on required accounting restatements for three prior years . |
Potential payouts if terminated on 12/31/2024:
| Scenario | Cash Severance | STIP | RSU Acceleration | Other | Total |
|---|---|---|---|---|---|
| Termination without cause / Good Reason | $1,115,384 | $1,419,565 | — | $104,316 (401k/vacation) | $2,639,264 |
| Change-in-control termination | $7,554,759 (36 monthly installments) | $1,419,565 | $2,578,489 | $104,316 (401k/vacation) | $11,657,129 |
| Death/Disability | — | $1,419,565 | $2,578,489 | $104,316 (401k/vacation) | $4,102,370 |
SERP present value attributable to Chesler: $1,239,875; paid in five annual installments starting one year after separation .
Board Governance
- Board leadership: Roles of Chair and CEO are separated; Chair is independent director Craig A. Langel; practice intended to eliminate conflict and ensure objectivity .
- Independence: Board determined Chesler is not independent; all other listed directors independent .
- Committees: Chesler does not serve on committees; independent directors serve across Audit, Compensation & Human Capital, Nominating/Governance, Risk Oversight .
- Executive sessions: Independent directors held five executive sessions in 2024 .
- Attendance: Board held 12 meetings (2 special) in 2024; each director attended ≥75% of Board and committee meetings .
- Director compensation: Employee directors (e.g., Chesler) do not receive director fees; non-employee directors received cash/equity retainers per the director compensation table .
Dual-role implications: CEO + director, but not Chair; independence concerns mitigated by independent Chair, fully independent committees, majority voting policy, and executive sessions .
Compensation Structure Analysis
- Pay-for-performance: STIP and LTIP linked to profitability (ROTE), asset quality (NPAs), growth (DDA), efficiency, NIM, EPS, and relative TSR; STIP achieved 97.71% of target in 2024; LTIP paid at 81.60% of target based on 2023 results .
- Mix and risk controls: Majority of CEO total comp variable; mandatory deferral of STIP with credit-quality gates; RSUs time-vest over three years; clawback; no hedging/pledging .
- Benchmarking and governance: Independent Compensation & Human Capital Committee with Aon advising; peer group of regional banks for sizing and structure; no excise tax gross-ups; double-trigger CIC .
- Say-on-Pay: 97.4% approval in 2024, indicating broad shareholder support of program design .
Director Compensation (for Chesler as a director)
- Employee director compensation: None; employee directors are not paid additional compensation for board service .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Ownership guideline | CEO must hold ≥6x base salary; unvested RSUs count; retention of 50% of net shares until compliant . |
| Compliance status | All executive officers have met guideline or are on track within required timeframes . |
| Anti-hedging/pledging | Prohibited for directors and executive officers . |
| Majority voting policy | Directors tender irrevocable resignations; withhold-majority triggers committee/board action . |
Employment & Contracts (Additional)
- Term auto-renewal and severance are structured to reduce turnover risk while preserving shareholder protections (double trigger; 280G cutback) .
- Deferred comp: Chesler’s SERP accrues at 50% of Company ROAE; 3% credit in 2024 .
Performance & Track Record
- 2024 highlights: Net income $190m (-15% YoY), net interest income +2% to $705m, stable credit quality (NPAs 0.10%), assets +$160m to $27.9b; completed Wheatland Bank acquisition and six-branch acquisition from HTLF .
- ROTE and TSR context: ROTE (ex-AOCI) 8.24% in 2024; five-year TSR indicates a $128.16 value of a $100 investment vs peer $130.90 .
Related Party Transactions (Policy)
- Transactions with directors/executives are subject to Audit Committee approval under a formal policy; any lending relationships conducted on market terms; 2024 transactions viewed as ordinary course without unfavorable features .
Compensation Peer Group (2024)
- Representative banks include Bank OZK, First Interstate BancSystem, SouthState, Commerce Bancshares, UMB, Western Alliance, United Community Banks, etc., chosen for asset size, geography, and business model comparability .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 97.4%; engagement continued across 2023–2024, with committee retaining core elements of program design .
Expertise & Qualifications
- 35+ years in financial services; operates across lending and consumer finance; leadership in technology and payments through earlier roles; board materials describe broad experience and leadership skills .
Equity Vesting Schedule (Forward)
| Vest Date | RSUs Vesting | Notes |
|---|---|---|
| 02/15/2025 | 8,499 | Portion of 2024 grant; plus remaining tranches from prior grants vesting per schedules . |
| 02/15/2026 | 8,499 | — |
| 02/15/2027 | 8,499 | — |
Investment Implications
- Alignment: Strong pay-for-performance linkage across STIP/LTIP with quality and efficiency metrics; mandatory deferrals and stock retention rules promote long-term focus and reduce near-term selling risk .
- Liquidity windows: Annual RSU vest dates (Feb 15) create predictable potential selling pressure; insider trading policy and retention requirements constrain dispositions .
- Governance quality: Independent Chair, independent committees, anti-hedging/anti-pledging, clawback, majority voting policy, and high Say-on-Pay support point to lower governance risk and compensation misalignment risk .
- Retention/CIC: Double-trigger CIC payout at 2.99x may raise takeover costs but reduces executive flight risk; three-year non-compete indicates strong post-termination protection for Glacier .
- Performance execution: Despite macro headwinds, Glacier delivered solid credit quality, modest NII growth, and strategic M&A; LTIP outcomes reflect disciplined thresholds and relatively conservative payout in a challenging environment .
Overall: Compensation structure and governance practices support long-term alignment; watch RSU vesting windows, pay-mix sensitivity to asset quality/efficiency, and CIC economics in strategic scenarios .