First Interstate BancSystem (FIBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• 2024 net income was $226.0 million, with a return on average common equity of 6.92% and a book value per share of $31.59.

• $1.88 per share in dividends paid in 2024, returning 87% of net income to shareholders.

• Strategic focus on long-term value, organic growth, and community banking expansion.

Voting matters and shareholder proposals

• Shareholders will vote to elect four directors, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as the independent auditor for 2025.

• Board recommends voting in favor of all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 9, 2025.

Board of directors and corporate governance

• Board consists of 14 members divided into three classes with staggered three-year terms.

• Four Class I directors nominated for election; several director changes due to retirements and resignations.

• Majority of directors are independent under NASDAQ rules; all committee members are independent.

• Board committees include Audit, Compensation and Human Capital, Governance and Nominating, Risk, and Technology.

• Board regularly reviews size, composition, and diversity; no term limits, but age-based resignation policy applies.