Ron Copher
GLACIER BANCORPAbout Ron Copher
Ron J. Copher is Executive Vice President, Chief Financial Officer, and Secretary of Glacier Bancorp (GBCI), serving as CFO since March 2007 and an executive officer since 2006; he is 67 and a Certified Public Accountant with a BA in Economics and MS in Taxation from the University of Cincinnati . In 2024, Glacier reported net income of $190 million (down 15% YoY), net interest income of $705 million (+2% YoY), ROAE 6.02%, ROAA 0.68%, loans +7% and deposits +3%, with credit quality remaining strong (NPAs at 0.10%) . Pay-versus-performance disclosures show five-year TSR (value of $100 initial investment) of $128.16 in 2024 vs peer TSR of $130.90; net income trended at $190M (2024), $223M (2023), $303M (2022) with Return on Tangible Equity (ex-AOCI) of 8.2% in 2024 . The CFO’s remit includes capital allocation and performance-linked incentives tied to ROTE, EPS, TSR, efficiency, net interest margin, NPAs, and demand deposit growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Glacier Bancorp, Inc. | EVP, CFO, Secretary | Executive officer since 2006; CFO since Mar 2007 | Led finance through multiple cycles, acquisitions, and performance-linked incentive design |
| Oak Hill Financial, Inc. | CFO and Secretary | Not disclosed | Public-company finance leadership and regulatory reporting |
| Grant Thornton LLP (SoCal) | Partner; Practice Leader, Financial Services Industry Group | Not disclosed | Led financial services audit/tax practice, deep industry expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | None disclosed in proxy | — | No external public-company directorships or committee roles disclosed |
Fixed Compensation
| Year | Base Salary ($) | Change in Pension Value ($) | All Other Compensation ($) | SERP Present Value at 12/31/2024 ($) |
|---|---|---|---|---|
| 2022 | 449,800 | 79,450 | 39,650 | 603,653 |
| 2023 | 472,290 | 56,445 | 28,050 | 603,653 |
| 2024 | 491,000 | 45,281 | 22,740 (401k $8,940; profit sharing $13,800) | 603,653 |
- Ownership guidelines: executives must hold shares equal to 4x base salary; all executives have met or are on track within the allowed timeframe .
- Clawback policy: recovery of incentive compensation upon accounting restatement (3-year lookback) .
- Anti-hedging and anti-pledging: hedging and pledging of company stock prohibited .
Performance Compensation
2024 Short-Term Incentive Plan (STIP) – Corporate Metrics and Results
| Metric | Weight | Threshold (80%) | Target (100%) | Max (115%) | Actual | Result % of Target | Weighted % of Target |
|---|---|---|---|---|---|---|---|
| ROTE (ex-AOCI) | 20.00% | 7.20% | 9.50% | 11.00% | 8.28% | 89.39% | 17.88% |
| NPAs / Total Subsidiary Assets | 20.00% | 1.50% | 0.50% | 0.32% | 0.10% | 115.00% | 23.00% |
| Net DDA Growth (# accounts) | 20.00% | 0.50% | 1.75% | 2.75% | 1.81% | 100.90% | 20.18% |
| Efficiency Ratio | 20.00% | 67.00% | 61.50% | 59.50% | 65.44% | 85.67% | 17.13% |
| Net Interest Margin | 20.00% | 2.20% | 2.78% | 3.20% | 2.71% | 97.59% | 19.52% |
| Overall | 100.00% | — | — | — | — | — | 97.71% |
2024 STIP Payout for Ron Copher
| Item | Value |
|---|---|
| Target as % of Base Salary | 70% |
| Achieved Bonus as % of Base Salary | 68.4% |
| Achieved Bonus ($) | 335,829 |
| Paid Feb 2025 (50% of 2024 STIP) | 167,915 |
| Mandatory deferral: two-year schedule; deferred amounts also released (2022/2023 tranches) upon meeting NPAs ≤2% conditions | Yes (2022: $73,833; 2023: $43,807) |
Long-Term Incentive Plan (LTIP) – 2023 Goals Determining 2024 RSU Grants
| Metric | Weight | Threshold (80%) | Target (100%) | Max (115%) | Actual | Result % of Target |
|---|---|---|---|---|---|---|
| ROTE (ex-AOCI) | 45.00% | 9.24% | 13.20% | 16.50% | 9.81% | 82.88% |
| Diluted EPS | 45.00% | $2.00 | $2.75 | $3.25 | $2.01 | 80.27% |
| Relative TSR (vs comp peer group) | 10.00% | 25.00% | 50.00% | 75.00% | 27.27% | 81.82% |
| Overall Performance | 100.00% | — | — | — | — | 81.60% |
- TSR cap: if absolute TSR negative, TSR portion capped at target .
2024 RSU Grant (Awarded Feb 15, 2024) – Ron Copher
| Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|
| 8,009 | 308,347 (at $38.50/share) | Three equal annual installments on Feb 15, 2025/2026/2027, subject to service (death, disability, qualifying retirement exceptions) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 109,662 shares as of Feb 26, 2025; includes 31,149 shares in 401(k) |
| Ownership % of Outstanding | Less than 1% |
| Unvested RSUs at 12/31/2024 | 2,477; 6,132; 8,009 unvested units |
| Market Value of Unvested RSUs (12/31/2024) | $124,395; $307,949; $402,212 (at $50.22/share) |
| RSU Vesting Dates (scheduled) | 2,477: vested 2/15/2025; 6,132: 3,066 vested 2/15/2025 and 3,066 vest 2/15/2026; 8,009: 2,669 vested 2/15/2025, 2,670 vest 2/15/2026, 2,670 vest 2/15/2027 |
| Options Outstanding | None; RSUs only |
| Stock Ownership Guidelines | 4x base salary for non-CEO executives; all executives met or on track |
| Hedging/Pledging | Prohibited by policy (anti-hedging; anti-pledging and margin account policy) |
| Insider Transactions | Form 4 filed Nov 5, 2025: open-market purchase of 2,400 shares at $41.17 (direct); issuer link . Nasdaq log shows non-open market disposition on 2/15/2025 (likely tax withholding upon vesting) . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement dates & term | Effective Mar 5, 2018; amended Feb 19, 2020; two-year term with auto one-year renewals; current term extends to Feb 19, 2026 |
| Severance (no CIC) | If terminated without Cause or for Good Reason absent CIC: base salary for remaining term paid in 24 equal monthly installments (accelerated to complete within two calendar years if needed) |
| Change-in-Control (CIC) | Double-trigger; if terminated without Cause or for Good Reason within two years of CIC or after announcement preceding CIC: 2.0x most recent calendar-year compensation, paid in 24 monthly installments, net of certain offsets; Section 280G cutback vs pay-through based on better after-tax outcome |
| Non-compete | Two-year non-compete post-termination |
| Potential Payments Illustration (12/31/2024) | Termination without Cause/for Good Reason total: $2,008,013 (Cash Severance $558,260; 401k $13,800; Accrued Vacation $67,550; STIP $497,277; LTIP accelerated vest $871,125) |
| LTIP acceleration (“Rule of 80”) | Unvested RSUs vest upon death, disability, retirement, or qualifying termination (subject to conditions) |
| Clawback | Incentive comp subject to recovery upon restatement per policy |
| Tax gross-ups | No excise tax gross-ups upon CIC per compensation governance practices |
Summary Compensation (2012–2024 excerpts)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 449,800 | 402,057 | 301,044 | 1,272,001 |
| 2023 | 472,290 | 436,490 | 242,057 | 1,235,332 |
| 2024 | 491,000 | 308,347 | 285,555 | 1,152,922 |
Compensation Structure Notes
- Pay mix: salary plus variable STIP and RSU-based LTIP; majority of total compensation is variable and at-risk .
- STIP design: 50% paid in year following performance; 50% mandatorily deferred with two-year payout, contingent on NPAs ≤2% and continued employment (exceptions for death/disability/retirement) .
- LTIP design: performance-based RSUs linked to prior-year ROTE (ex-AOCI), diluted EPS, and relative TSR; three-year time-based vesting; TSR cap if absolute TSR negative .
- Peer group: defined with Aon (assets $12–$67B; business model/geography fit); includes regional banks such as UMBF, OZK, WAL, FULT, etc. for benchmarking .
Performance & Track Record
- 2024 operations: net income $190M (−15% YoY), net interest income $705M (+2% YoY), NIM improvement each quarter, two acquisitions completed; loans +$1.064B (+7%), deposits +$618M (+3%); NPAs at 0.10%; dividends $1.32/share; equity +$204M .
- Say-on-Pay: 97.4% approval at 2024 meeting; continued shareholder support for pay-for-performance structure .
- Pay-versus-performance: GBCI TSR value of $128.16 vs KBW Regional Bank Index TSR $130.90 (both since 12/31/2019), with ROTE (ex-AOCI) 8.2% in 2024 .
Compensation Committee & Governance Signals
- Independent Compensation & Human Capital Committee; eight meetings in 2024; uses independent consultant Aon; double-trigger CIC; clawback; stock ownership/retention guidelines; anti-hedging/anti-pledging .
- No repricing of underwater awards; no liberal share recycling; no excise tax gross-ups .
Equity Ownership & Insider Activity Detail
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| 11/05/2025 | Open-market purchase (Direct) | 2,400 | $41.17 | Form 4 (issuer site) |
| 02/15/2025 | Disposition (Non-open market, likely tax withholding upon vesting) | 784 | $0.00 | Nasdaq insider log |
Investment Implications
- Alignment: Copher’s significant direct/401(k) share ownership, mandatory STIP deferrals, and multi-year RSU vesting create sustained exposure to Glacier’s performance; anti-hedging/pledging and ownership guidelines enhance alignment .
- Retention risk: Double-trigger CIC protection (2.0x comp) and two-year non-compete reduce near-term departure risk; “Rule of 80” RSU acceleration upon qualifying retirements suggests meaningful retention value, but scheduled annual vesting around Feb 15 can create recurring tax-withholding dispositions .
- Trading signals: The CFO’s open-market purchase in Nov 2025 is a positive confidence indicator amid regional bank pressures; monitor vesting windows (Feb 15 cycles) for potential administrative sells/withholding and any Form 4 patterns .
- Pay-for-performance: STIP tied to core banking metrics achieved 97.71% of target in 2024; LTIP awards reflect prior-year performance (81.60% of target), balancing profitability (ROTE/EPS) with market-relative TSR; strong Say-on-Pay support (97.4%) reduces governance overhang .
- Execution risk: 2024 net income declines and NIM/repricing pressures remain key; acquisitions integration, deposit pricing, and credit quality monitoring are focus areas for the finance function under Copher’s oversight .