Robert Cashell Jr
GLACIER BANCORPAbout Robert A. Cashell, Jr.
Independent director at Glacier Bancorp, Inc. (GBCI) since 2021; age 59 as of February 25, 2025. He is owner and President of multiple Nevada gaming and hospitality businesses, including Robert Parker, Inc. (Winners Inn Casino, Pete’s Gambling Hall, Sundance Casino, Topaz Lodge), Alamo Gaming Holdings, LLC (since 1995; five casinos in travel centers), and Winners Gaming, Inc. (slot route operations). He holds a B.A. from Pepperdine University and brings 35+ years of operations, regulatory, and executive leadership experience, including governance roles at a Nasdaq-listed casino operator and prior bank board leadership in Nevada .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Bancorp/Heritage Bank of Nevada (acquired by GBCI in 2020) | Chair of the Board; member of loan and audit committees | Through 2020 | Led board; post-acquisition continues as Chair of Heritage Bank, a division of Glacier Bank |
| Station Casinos LLC | Board of Managers | 2011–2017 | Governance at a large private gaming company with registered securities under Exchange Act §12(g) |
| Robert Parker, Inc. | Owner & President (Winners Inn, Pete’s, Sundance, Topaz Lodge) | Ongoing | Multi-property gaming/hospitality operations leadership |
| Alamo Gaming Holdings, LLC | Owner & President | Since 1995 | Five casinos in Nevada travel centers; expansion, licensing, and operations oversight |
| Winners Gaming, Inc. | President & shareholder | Ongoing | Slot route management in 55+ taverns/convenience store locations |
External Roles
| Company | Exchange | Role | Committees |
|---|---|---|---|
| Red Rock Resorts, Inc. | Nasdaq | Director | Chair, Corporate Governance; Member, Audit; Member, Compensation and Human Capital |
Board Governance
- Committee assignments (GBCI): Audit; Compensation & Human Capital; Nominating/Corporate Governance; Risk Oversight. Not designated as the Audit Committee Financial Expert (designation held by Boyles and Langel) .
- Independence: Board determined he is independent under NYSE and company standards; independence evaluation included review of director-related loans on market terms .
- Attendance and engagement: Board met 12 times in 2024; each director attended at least 75% of Board and committee meetings. Independent directors held five executive sessions in 2024. Committee activity: Audit (10 meetings), Compensation & Human Capital (8), Nominating/Corporate Governance (7), Risk Oversight (7) .
- Board structure: Independent Chair (separate from CEO), consistent with GBCI’s leadership model .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual cash fees (includes Board retainer and any committee/role fees) | $80,417 |
| Equity grant (fully vested at grant; fair value) | $60,022 (granted Feb 15, 2024 at $38.50 reference price) |
| Other compensation (divisional bank board fees – Heritage Bank NV) | $15,930 |
| Total | $156,369 |
Director fee framework: annual retainer $70,000; Board Chair additional $60,000; committee chairs $12,500; equity grants made under the 2015 Stock Incentive Plan and fully vested at grant .
Performance Compensation
- Director equity awards are not performance-conditioned; 2024 director stock awards were fully vested at grant under the 2015 plan . | Performance Metric | Applies to Director Grants? | Notes | |---|---|---| | TSR, ROTE, EPS metrics | No | Director equity in 2024 is service-based, fully vested at grant |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company | Red Rock Resorts, Inc. (Nasdaq); Chair of Corporate Governance; member of Audit and Compensation & Human Capital Committees |
| Banking division (subsidiary) | Chair of Heritage Bank, a division of Glacier Bank (post-2020 acquisition) |
| Potential interlocks | None disclosed between GBCI and Red Rock Resorts (e.g., no shared compensation consultant named; GBCI uses Aon Human Capital Solutions) |
Expertise & Qualifications
- Board skills matrix denotes strengths in Banking Industry, Audit/Accounting/Finance, Business Operations, Risk Management, Executive Leadership, and Human Capital/Diversity .
- 35+ years in hospitality/gaming operations; prior bank board chair experience; governance leadership at a public company (chairing governance committee) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 132,881 shares as of Feb 26, 2025 |
| Ownership as % of outstanding shares | Less than 1% (per company convention for directors) |
| Pledged shares | Prohibited by company Anti-Pledging and Margin Account Policy |
| Hedging | Prohibited by company Anti-Hedging Policy |
| Director ownership guidelines | 5x annual cash retainer within 5 years; all directors have met or are on track |
Related-Party & Conflicts Review
- Policy: Related Person Transactions require Audit Committee or independent director approval; must be on arm’s-length, market terms .
- Banking relationships: Certain directors and officers (and associates) had ordinary-course banking transactions in 2024 (market terms; no abnormal risk), consistent with policy .
- Independence evaluation explicitly considered director loans and found independence maintained; all such loans were on comparable terms to non-related customers .
- Potential conflict area: As Chair of Heritage Bank (a Glacier Bank division) and owner/operator of gaming businesses, any GBCI/Glacier Bank dealings would fall under the Related Person Transactions Policy; no specific related-party transaction involving Mr. Cashell is disclosed in 2024 .
Governance Assessment
- Strengths supporting investor confidence:
- Fully independent director with comprehensive committee participation (A, CP, N/G, RO); separation of Chair/CEO at GBCI; regular executive sessions of independent directors .
- Material personal share ownership (132,881 shares) and alignment policies (5x retainer guideline; anti-hedging/pledging), enhancing “skin in the game” .
- Cross-industry governance experience, including chairing a governance committee at a public company; prior bank board chair experience .
- Board- and committee-level engagement: all directors ≥75% attendance; active committee meeting cadence in 2024 .
- Watch items / potential risks:
- Workload: Serves on all four GBCI committees and holds external/public company board responsibilities; no attendance issues disclosed, but multi-role demands warrant continued monitoring .
- Banking relationships with directors are permitted under policy if on market terms; Board independence review addressed this, but any future related transactions should be monitored for scale/terms .
- Contextual shareholder signal: GBCI’s 2024 Say-on-Pay passed with 97.4% support, suggesting general investor confidence in compensation governance during the period (board oversight context) .
No RED FLAGS disclosed for 2024 regarding pledging/hedging, option repricing, tax gross-ups, or specific related-party transactions involving Mr. Cashell. Ordinary-course banking relationships with directors occurred on market terms under policy oversight .