DEF 14A of First Interstate Bancsystem Inc, Apr 11, 2024

DEF 14A of First Interstate Bancsystem Inc

Filed Apr 11, 2024 · FY20230000860413-24-000053

Open on EDGAR

  1. Directors

    Directors The following table sets forth information concerning each of our returning directors and director nominees. Additional biographical information for each of these individuals follows below under the caption "Director Biographies”. James P. Brannen is not seeking re-election, and his Board service will end on the date of the annual meeting.

  2. Directors

    | Name | Age | Position | | David L. Jahnke | 70 | Chair of the Board | | Kevin P. Riley | 64 | President, Chief Executive Officer, and Director | | Stephen B. Bowman | 60 | Director | | Alice S. Cho | 57 | Director | | Frances P. Grieb | 63 | Director | | Thomas E. Henning | 71 | Director | | John M. Heyneman, Jr. | 56 | Director | | Dennis L. Johnson | 69 | Director | | Stephen M. Lacy | 70 | Director | | Patricia L. Moss | 70 | Director | | Joyce A. Phillips | 61 | Director | | Daniel A. Rykhus | 59 | Director | | James R. Scott | 74 | Director | | Jonathan R. Scott | 49 | Director |

  3. Directors

    | Board Diversity Matrix (As of March 22, 2024)* | | | | | Female | Male | | Total Number of Directors | 15 | | | Part I: Gender Identity | | | | Directors | 4 | 11 | | Part II: Demographic Background | | | | Asian | 1 | 0 | | White | 3 | 11 |

  4. Directors

    *As of March 22, 2024. There have been no changes to this information since the publication of the Board Diversity Matrix dated as of March 24, 2023, which is included in our definitive proxy statement for our 2023 annual meeting, as filed with the SEC on April 11, 2023.

  5. Directors

    | 2023 Proxy Statement | 12 | First Interstate BancSystem, Inc. |

  6. Director Biographies

    Director Biographies David L. Jahnke has been a director since September 2011, Chair of the Board since May 2020, and Vice Chair of the Board from August 2019 to May 2020. In 2010, Mr. Jahnke completed a 35-year career as a partner of KPMG with a focus on global clients, especially in the financial services industry.

  7. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Significant experience in the accounting, auditing, and financial service industries, both nationally and internationally •Extensive knowledge in key issues, dynamics, and trends affecting the Company, its business, and banking industry in general •Extensive knowledge regarding fiduciary obligations, insurance, and other legal requirements and duties of a public company. | ▪Governance and Nominating Committee | •Swiss Re America Holding Corporation (Audit Committee Chair) •Radius Recycling, Inc. (Lead Independent Director, Audit Committee and Compensation and Human Resources Committee Member) |

  8. Director Biographies

    Kevin P. Riley has been President and Chief Executive Officer of the Company and First Interstate Bank and a member of the Board of Directors since September 2015. Prior to his current role, Mr. Riley served as an Executive Vice President and the Chief Financial Officer of the Company from 2013 to 2015. Mr. Riley leads First Interstate Bank with expertise drawn from more than 36 years of experience in the banking industry. In December 2021, he completed his term representing the Federal Reserve Bank, Ninth District, serving as a member of the Federal Advisory Council. Mr. Riley serves as Chair of the First Interstate BancSystem Foundation board of directors. Mr. Riley also serves on the Pacific Bankers Management Institute Board of Directors. Prior to joining the organization, Mr. Riley was an Executive Vice President and Chief Financial Officer for Berkshire Hills Bancorp in Massachusetts and he served in various executive-level positions with KeyCorp. Mr. Riley earned a Bachelor of Science degree in business administration from Northeastern University in Boston, Massachusetts.

  9. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Extensive knowledge of key issues, dynamics, and trends affecting the Company, its business, and the banking industry in general. •Strategic insight and direction to the Company. | •None | •None |

  10. Director Biographies

    | 2023 Proxy Statement | 13 | First Interstate BancSystem, Inc. |

  11. Director Biographies

    David L. Jahnke Chair of the Board Kevin P. Riley President, Chief Executive Officer, and Director Stephen B. Bowman has been a director since February 2021. Mr. Bowman served as Chief Financial Officer of The Northern Trust Corporation, a global financial institution, from 2014 until his retirement in 2020. As CFO, Mr. Bowman was responsible for the Company’s Global Finance function including Controller’s group, Financial Planning and Analysis, Tax, Investor Relations, Treasury, Capital Adequacy, Business Unit Finance, Corporate Real Estate, Procurement, Fee Billing, and Finance Technology. Prior to his CFO role, Mr. Bowman served in various leadership positions at The Northern Trust Corporation, including Chief Human Resources Officer and CEO of Northern Trust’s European region and North American region. Mr. Bowman is a National Trustee of Miami University and serves as the Chair of the Investment Subcommittee. Mr. Bowman also serves on the board of directors for Glenwood Academy and FNZ Trust Company. Mr. Bowman is a graduate of Miami University and earned an MBA from DePaul University.

  12. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Significant knowledge in the financial services industry, executive management, and legal requirements and duties of public companies | •Audit Committee (Financial Expert) •Compensation and Human Capital Committee (Chair) | •Voya Financial, Inc. (Audit, Risk, and Technology Committee member) |

  13. Director Biographies

    Alice S. Cho has been a director since May 2020. Ms. Cho has served as a Senior Advisor at the Boston Consulting Group, a global management consulting firm, since 2021. From 2017 to 2020, Ms. Cho served as Advisor to Varo Money, Inc., the nation’s first fintech to receive regulatory approvals to operate as a bank. In that role, Ms. Cho advised the Board, the CEO, and senior management on managing risk in the context of an innovative, digital only business model. From 2005 to 2017, Ms. Cho served in various leadership roles, including Managing Director and the head of the West Coast Practice, at Promontory Financial Group. In that capacity, she was responsible for leading engagements and for advising directors and top executives of global financial institutions and leading fintech companies on issues relating to enterprise risk management, compliance, corporate governance, and regulatory strategy. Prior to joining Promontory, Ms. Cho was director at BITS, the technology arm of the Bank Policy Institute. Earlier, Ms. Cho served as Special Advisor to Vice Chair Alice M. Rivlin at the Federal Reserve Board in Washington, D.C., and worked on banking policy issues at the U.S. Office of Management and Budget. Ms. Cho also serves on the Advisory Council at the University of Chicago Harris School of Public Policy. She is a graduate of Whitman College and earned a M.A. from the University of Chicago.

  14. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Significant knowledge in risk management and regulatory compliance issues •Knowledge in strategic initiatives and technology innovation, including digitization, in the financial services industry | •Audit Committee (Financial Expert) •Risk Committee (Risk Management Expert) •Technology, Innovation and Operations Committee | •Globe Life, Inc. (Audit Committee Member) |

  15. Director Biographies

    | 2023 Proxy Statement | 14 | First Interstate BancSystem, Inc. |

  16. Director Biographies

    Stephen B. Bowman Director Alice S. Cho Director Frances P. Grieb has been a director since February 2022 and previously was a director of Great Western Bancorp and Great Western Bank since July 2014. Ms. Grieb is a retired partner with nearly 30 years of public accounting experience with Deloitte LLP, including leadership roles as Lead Client Service Partner and Audit Partner, Deputy Professional Practice Director, Midwest Region Audit Women’s Initiative Leader, Midwest Region Women’s Initiative Executive Council, Diversity and Inclusion Initiative Leader and Financial Services Leader for the Nebraska/Iowa practice and National Banking Practice FDICIA Implementation Group. Ms. Grieb has worked with a broad array of financial service entities throughout her career. Additionally, Ms. Grieb has five years of banking industry experience with Packers National Bank, Omaha, Nebraska. Ms. Grieb is also a Fellow of the Life Management Institute (FLMI), a professional designation in advanced insurance and financial services concepts and practiced as a CPA for 30 years. Ms. Grieb serves on the Board of Principal Funds Group where she serves as a director or trustee for four separate fund entities and on each fund’s audit committee. She also serves on the National Advisory Board of the College of Business at the University of Nebraska at Omaha. Ms. Grieb earned her Bachelor of Science in Business Administration with an emphasis in Accounting from the University of Nebraska at Omaha.

  17. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Extensive experience with corporate governance and regulatory matters •Significant relevant public company and board experience in the financial services industry, including banking, insurance, broker-dealer, investment company and real estate audit and consulting •Significant experience with public company financial reporting and internal control matters | •Audit Committee (Chair, Financial Expert) •Risk Committee (Risk Management Expert) | •None |

  18. Director Biographies

    | 2023 Proxy Statement | 15 | First Interstate BancSystem, Inc. |

  19. Director Biographies

    Frances P. Grieb Director Thomas E. Henning has been a director since February 2022. Mr. Henning served for over 25 years as President and Chief Executive Officer of Assurity Group Inc., a privately-held life and health insurance company, until his retirement in 2022. Thereafter and until 2023, Mr. Henning continued to serve as non-executive chairman of Assurity Group, Inc. From 1985 through 1990, he served as Executive Vice President of First Commerce Bancshares and President and Chief Operating Officer of its lead bank, the National Bank of Commerce. From 1983 through 1985, he was President and Chief Executive Officer of First Commerce's Overland National Bank subsidiary. Prior to that, Mr. Henning served as a Vice President and loan officer specializing in agriculturally related credits. Mr. Henning also served on the board of directors of Great Western Bank and Federal Home Loan Bank of Topeka, where he served as Chair of the company’s risk management oversight committee and as a member of the executive, audit and compensation Committees. He currently serves as Lead Independent Director for Nelnet, Inc., (NYSE: NNI) and is Chair of the audit committee. Mr. Henning was re-elected to the Federal Home Loan Bank of Topeka in January 2023 and he serves on the risk, audit, and compensation/human resources and inclusion committees. Since 2023, Mr. Henning has also served as a member of the Nebraska Investment Council.

  20. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Over 32 years of relevant business experience in banking and financial services industry •Significant management and leadership experience •Chartered Financial Analyst with substantial financial expertise | •Risk Committee (Risk Management Expert) •Technology, Innovation and Operations Committee | •Nelnet, Inc. (Audit Committee Chair, Executive Committee Member, and Risk and Finance Committee Member) |

  21. Director Biographies

    | 2023 Proxy Statement | 16 | First Interstate BancSystem, Inc. |

  22. Director Biographies

    Thomas E. Henning Director John M. Heyneman, Jr. has been a director since May 2018 and was previously a director from 1998 to 2004 and from 2010 to 2016. Mr. Heyneman is based in Sheridan, Wyoming as the Managing Partner of Awe LLC, and Towanda Investments LLC. Additionally, Mr. Heyneman is Chair of the Padlock Ranch, a diversified cow-calf, farm, and feedlot operation based in Dayton, Wyoming. Mr. Heyneman was Executive Director of Plank Stewardship Initiative, a nonprofit organization providing technical solutions to ranchers in the Northern Great Plains. From 2005 to 2010, Mr. Heyneman was involved in economic development and business recruitment in Sheridan, Wyoming. From 1998 to 2009, Mr. Heyneman managed and worked on large cattle ranches on public, private, and tribal lands in northern Arizona, Utah, Montana, and Wyoming. Mr. Heyneman received a Master of Science Degree from Montana State University and a Bachelor of Arts degree in American Studies from Carleton College. He is an N.A.C.D Leadership Fellow and has completed several executive education programs at the Northwestern University - Kellogg School of Management. Mr. Heyneman is the nephew of James R. Scott and the cousin of Jonathan R. Scott. Mr. Heyneman was recommended for Board service by the Scott Family Shareholder Group.

  23. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Executive management and business experience in the agriculture industry •Understanding of the regional economies and communities the Company serves •Knowledge of the Company’s unique challenges, regulatory environment, and history as a result of his years of service to the Company | •Governance and Nominating Committee (Chair) | •None |

  24. Director Biographies

    | 2023 Proxy Statement | 17 | First Interstate BancSystem, Inc. |

  25. Director Biographies

    John M. Heyneman, Jr. Director Dennis L. Johnson has been a director since May 2017. Prior to his retirement in 2020, Mr. Johnson was President and Chief Executive Officer of United Heritage Mutual Holding Company since 2001, and United Heritage Financial Group and United Heritage Life Insurance Company, which are insurance, annuity, and financial products companies, since 1999. Mr. Johnson served as President and Chief Executive Officer of United Heritage Financial Services, a broker-dealer, from 1994-1998 and served as General Counsel of United Heritage Mutual Holding Company and its predecessor and certain of its affiliates from 1983 to 1999. Mr. Johnson also serves on the boards of Northwest Nazarene University Foundation and Fidelity Security Assurance Company. Mr. Johnson is a former trustee of the Public Employees Retirement System of Idaho and is a member of the Idaho Citizens’ Committee on Legislative Compensation, appointed by the Idaho Supreme Court.

  26. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Significant experience in the insurance industry and risk management issues. | •Risk Committee (Chair, Risk Management Expert) •Audit Committee (Financial Expert) •Technology, Innovation and Operations Committee | •IDACORP, Inc. (Corporate Governance & Nominating Committee Chair, Executive Committee Member) |

  27. Director Biographies

    Stephen M. Lacy has been a director since February 2022. Mr. Lacy is the retired Chair of Meredith Corporation, a public media and marketing company serving American women. He joined Meredith Corporation in 1998 as Vice President and Chief Financial Officer. He served as Vice President and Chief Financial Officer until 2006 and Chief Executive Officer from 2006 until 2019. He was appointed Chair of Meredith Corporation in 2010 and served until his retirement in November 2020. Mr. Lacy also served on the board of directors of Great Western Bancorp. Mr. Lacy is currently a director of Hormel Foods Corporation and serves as chairman of the compensation committee and as a member of the audit committee. Mr. Lacy also serves on the board of the Kansas State University Alumni Association, The Community Foundation of Greater Des Moines, and United Way of Central Iowa.

  28. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Significant public company management experience and public company board experience •Public company corporate governance experience | •Compensation and Human Capital Committee •Governance and Nominating Committee | •Hormel Foods Corporation (Compensation Committee Chair, Audit Committee) |

  29. Director Biographies

    | 2023 Proxy Statement | 18 | First Interstate BancSystem, Inc. |

  30. Director Biographies

    Dennis L. Johnson Director Stephen M. Lacy Director Patricia L. Moss has been a director since May 2017. Ms. Moss served as Chief Executive Officer of Bank of the Cascades and President and Chief Executive Officer of Cascade Bancorp from 1998 to 2012. Since 2015, Ms. Moss has served as a Director of funds within the Aquila Group of Funds, a mutual funds business primarily specializing in fixed income investments. Ms. Moss is a former Director of the Oregon Investment Council, a former board member of Clear One Health Plans and the Oregon Growth Board, and has served on various community boards, including Central Oregon Community College, Oregon State University Cascades Campus, and St. Charles Medical Center.

  31. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Significant banking experience as previous CEO of the Bank of the Cascades and Cascade Bancorp •Significant public company management experience and public company board experience •Knowledge of the unique history of the company prior to and after merging with First Interstate BancSystem, Inc. | •Compensation and Human Capital Committee •Governance and Nominating Committee | •Knife River Corporation (Audit Committee Chair and Compensation Committee member) |

  32. Director Biographies

    Joyce A. Phillips has been a director since February 2021. During a 30-year career, Ms. Phillips has led significant businesses including retail banking, credit cards, insurance, and wealth management. Ms. Phillips is Founder and CEO of EqualFuture Corp., a FinTech startup based in San Francisco, that delivers affordable personal financial wellness via a SaaS model to individuals and businesses. Prior executive roles include Group Managing Director M&A, Chief Marketing and Innovation Officer, and CEO of Australia and New Zealand Banking Group Limited’s (ANZ) Global Wealth Division. Prior to joining ANZ, Ms. Phillips was President and Chief Operating Officer at American Life Insurance Company (ALICO), a global subsidiary of American International Group, Inc. Ms. Phillips previously held senior executive roles for Citigroup including Head of International Retail Banking. In that role she was responsible for strengthening product and distribution in 42 countries. Ms. Phillips currently serves on various non-profit board including Girls Inc. NYC, the Smithsonian National Board, and the First Interstate BancSystem Foundation Board.

  33. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Significant experience in financial services and FinTech industries •Knowledge of the regulatory environment | •Technology, Innovation and Operations Committee (Chair) •Risk Committee | •Katapult Holdings, Inc. (Nominating and Corporate Governance Committee member and Audit Committee Chair) |

  34. Director Biographies

    | 2023 Proxy Statement | 19 | First Interstate BancSystem, Inc. |

  35. Director Biographies

    Patricia L. Moss Director Joyce A. Phillips Director Daniel A. Rykhus has been a director since February 2022. Mr. Rykhus retired as President and Chief Executive Officer of Raven Industries in 2021 after serving in that role for 11 years and for the company for 31 years in leadership positions. Raven was a publicly held corporation that serves the precision agriculture, high performance specialty films, and situational awareness markets, and was acquired by CNHi at the time of Mr. Rykhus’ retirement as CEO. Under Mr. Rykhus’s leadership, the company transformed from an industrial company to a growing technology driven organization. Mr. Rykhus also served as a member of the board of directors of Raven Industries from 2008 to 2021. In addition, Mr. Rykhus also served on the board of directors of Great Western Bancorp from 2011 to 2022, served as chair of the compensation committee and was at various times a member of the executive, audit, and governance committees. Mr. Rykhus currently serves on the boards of directors of several non-profit organizations and advises other businesses.

  36. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •31 years of leadership experience •Experience as a director and past audit committee member of Great Western Bancorp •Public company corporate governance experience | •Compensation & Human Capital Committee •Governance and Nominating Committee | •None |

  37. Director Biographies

    | 2023 Proxy Statement | 20 | First Interstate BancSystem, Inc. |

  38. Director Biographies

    Daniel A. Rykhus Director James R. Scott has been a director since 1971 and served as Chair of the Board from January 2016 to May 2020, the Executive Vice Chair of the Board from 2012 to January 2016, and the Vice Chair of the Board from 1990 to 2012. Mr. Scott served as a director of First Interstate Bank from 2007 to 2020, serving as Chair from 2011-2020. Mr. Scott also serves on the boards of directors of the Padlock Ranch Corporation, the Foundation for Community Vitality, and the Blackfeet Indian Land Trust, and serves as a lifetime trustee at Fountain Valley School of Colorado. Mr. Scott also served as Chair of the Padlock Ranch Corporation from 1999-2017, Chair of Homer A. and Mildred S. Scott Foundation from 1990 to 2006, Chair of First Interstate BancSystem Foundation from 1990 to 2006, and Chair of Scott Family Services, Inc. from 2003 to 2012. Mr. Scott is the uncle of Jonathan R. Scott and John M. Heyneman, Jr.

  39. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Significant executive management, business, and corporate governance experience as a result of his years of service to the Company and other family-related businesses •Extensive knowledge of key issues, dynamics, and trends affecting the Company, its business, and the banking industry in general •Extensive knowledge of the Company’s unique challenges, regulatory environment, and history | •Compensation & Human Capital Committee | •None |

  40. Director Biographies

    | 2023 Proxy Statement | 21 | First Interstate BancSystem, Inc. |

  41. Director Biographies

    James R. Scott Director Jonathan R. Scott has been a director since 2020. Mr. Scott is an entrepreneur, focusing on small business and real estate development. Mr. Scott was previously a director from 2006 to 2011 and 2013 to 2019. Mr. Scott served as President of the Jackson, Wyoming, branch from 2011 to 2019. Prior to that appointment, Mr. Scott served in various management and other positions within the Company, including serving as community development officer of First Interstate Bank from 2008 to 2011, president of FIB CT, LLC, dba Crytech, a related non-bank subsidiary, from 2004 to 2008, and an employee of the Financial Services and Marketing Divisions from 1998 to 2004. Mr. Scott received his Bachelor of Science degree in Economics from the University of Montana. Mr. Scott is the nephew of James R. Scott and the cousin of John M. Heyneman, Jr.

  42. Director Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •History of achievement in management positions as a result of his years of service to the Company •Extensive knowledge of the Company’s unique challenges, regulatory environment, and history | •Risk Committee •Technology, Innovation and Operations Committee | •None |

  43. Director Biographies

    | 2023 Proxy Statement | 22 | First Interstate BancSystem, Inc. |

  44. Director Biographies

    Jonathan R. Scott Director Corporate Governance

  45. Director Biographies

    | Key Corporate Governance Documents | | | Please visit our website at www.FIBK.com for our corporate governance documents. Shareholders may also request a copy of any corporate governance documents by contacting our Corporate Secretary at: P.O. Box 30918, Billings, MT 59116 | ▪Corporate Governance Guidelines | | | ▪Charters for each of the Company’s standing Board committees | | | ▪Code of Conduct | | | ▪Insider Trading Policy | | | •Code of Ethics for Chief Executive Officer and Senior Financial Officers |

  46. Director Compensation Table

    Director Compensation Table

  47. Director Compensation Table

    | Name | Fees Earned or Paid In Cash(1) | Stock Awards (2) | All Other Compensation(3) | Total | | David L. Jahnke | $90,000 | $124,979 | $— | $214,979 | | Kevin P. Riley (4) | — | — | — | — | | Stephen B. Bowman(5) | 62,500 | 99,975 | — | 162,475 | | James P. Brannen | 70,625 | 74,992 | — | 145,617 | | Alice S. Cho | 77,500 | 74,992 | — | 152,492 | | Frances P. Grieb | 92,083 | 74,992 | 2,299 | 169,374 | | Thomas E. Henning | 67,500 | 74,992 | — | 142,492 | | John M. Heyneman, Jr. | 74,250 | 74,992 | — | 149,242 | | Dennis L. Johnson | 89,375 | 74,992 | — | 164,367 | | Stephen M. Lacy | 67,500 | 74,992 | — | 142,492 | | Patricia L. Moss | 71,875 | 74,992 | — | 146,867 | | Joyce A. Phillips | 78,625 | 74,992 | — | 153,617 | | Daniel A. Rykhus | 67,500 | 74,992 | — | 142,492 | | James R. Scott(5) | 28,125 | 124,979 | — | 153,104 | | Jonathan R. Scott(5) | 48,750 | 99,975 | — | 148,725 |

  48. Director Compensation Table

    (1) The amounts listed in this column include the retainer and committee fees paid by the Company to the directors in the 2023 calendar year. Committee assignments, retainers and committee fees are set for the period of June-May. (2) The amounts reflect the aggregate grant date fair value of Restricted Stock Units granted to our directors in 2023 computed in accordance with FASB ASC Topic 718. The Restricted Stock Unit awards have a one-year vesting period in which the director must continue service on the board through the earlier of the vesting date and the following annual shareholder meeting. Because of the limited number of equity awards granted to non-employee directors, the number of outstanding equity awards held by the directors on December 31, 2023 was not materially different from the amounts reflected in the relevant footnotes to the Beneficial Ownership Table included herein under the heading “Security Ownership of Certain Beneficial Owners and Management.” (3) The amount reflected for Ms. Grieb reflects the amount of accrued cash dividends paid in February 2023 from a previously deferred equity award. (4) Mr. Riley received no compensation for serving as a director, but he was compensated in his capacity as President and Chief Executive Officer and his compensation is included herein in the “Summary Compensation Table.” (5) Mr. Bowman and Mr. Jonathan Scott elected to receive 50% of their 2023 cash retainer in equity. Mr. James Scott elected to receive 100% of his cash retainer in equity.

  49. 2023 Compensation Highlights

    2023 Compensation Highlights Below are highlights of our executive compensation program and compensation decisions made by the Compensation and Human Capital Committee (“Compensation Committee”) for the fiscal year ended December 31, 2023. Salary: The Compensation Committee reviewed peer benchmarking analysis provided by our independent compensation consultant, Pearl Meyer & Partners (“Pearl Meyer”), to assist in the setting of our NEO’s salaries. The Compensation Committee approved the non-CEO NEO salaries and the Board approved Mr. Riley’s annual base salary change with increases effective in March 2023. Increases ranged from 5%-15% to better align with the compensation levels of peers. Short-Term Incentives: Our NEOs are eligible for annual Company performance-based quantitative, and individual performance-based qualitative discretionary, short-term incentive bonuses that are to be paid in cash. The quantitative performance metrics that fund our 2023 Short Term Incentive Plan (“STI Plan”) were changed from 2022’s performance metrics (Adjusted Pre-Provision Net Revenue per Share (60%) and Adjusted Efficiency Ratio (40%)) to Adjusted Pre-Provision Net Revenue per Share (50%), Adjusted Efficiency Ratio (25%), and relative Total Criticized Loan Ratio (25%). The payout range associated with the Company performance-based quantitative portion of the STI Plan was also expanded from 50%-150% of target in 2022 to 0%-200% of target for 2023. The changes were made because the Compensation Committee believed, among other things, that these metrics better aligned with the metrics used by the Company’s peers for executive compensation and demonstrated a direct link between the Company’s goals, and the outcomes intended to be achieved by the Company in 2023, and the payouts available to be awarded to the NEOs during the period. Based on 2023 Company performance, however, the thresholds necessary to qualify the NEOs for any payout under the Company quantitative performance-based portion of the STI Plan were not achieved. The Compensation Committee did approve, however, individual performance- based qualitative discretionary bonuses to our NEOs in 2023. The payouts were equal to up to 20% of their respective target award opportunities under the Company performance-based quantitative portion of the STI Plan for their individual performances in 2023, a turbulent time for the banking sector, in steering the Bank to perform competitively within the industry, managing deposit and operating costs, and impacting positively the Company’s overall earnings per share. Additional

  50. 2023 Compensation Highlights

    details regarding the STI Plan and STI Plan payouts are provided below under the heading “2023 Short-Term Incentive Performance Results”. Long-Term Incentives: Following the approval of the 2023 Equity and Incentive Plan by shareholders in May 2023, the equity granted as part of our Long-Term Incentive awards were issued in the form of restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”). There were no changes to the pay mix or performance metrics from the 2022 awards. The performance measurement period under the 2021 performance equity award was completed on December 31, 2023, in which the performance thresholds of both metrics were not achieved, resulting in 0.00% vesting of the 2021 award. Details are provided under the heading “2021 Long- Term Incentive Performance Results”. One-Time Equity Grants: In February 2023, the Compensation Committee, along with the Board, approved a one-time equity grant of Restricted Stock Awards (“RSAs”) to be granted on March 15, 2023 to 228 employees, which included Mr. Riley, Ms. Mutch, Mr. Jensen, Ms. Asker, and Ms. Robbins. These discretionary awards were approved with the goal to retain talent and reward individuals following such employees’ work in connection with the Company’s successful acquisition of Great Western Bank, which such acquisition costs negatively impacted the 2023 vesting results of the 2020 performance grant. These RSAs cliff vest on the second anniversary of the date of grant. Details about this award are provided under the “Grants of Plan-Based Awards Table” below. Clawback Policy: The Company maintains a policy, which was updated in November 2023 to reflect recent changes in Nasdaq Stock Market rules and is administered by the Compensation and Human Capital Committee and the Board, to recover erroneously awarded compensation that may be received by our NEOs, among others, in the event a restatement of the Company’s financial statements is required due to the material noncompliance of the Company with financial reporting requirements under applicable securities laws. The policy also provides that the committee or the Board may direct the Company to take other disciplinary action, including adjustment of compensation and termination of employment, in the case of the willful commission of an act of fraud or dishonesty or gross recklessness in the performance of an NEO’s duties. Additional details can be found under the heading “Clawback Provisions”.

  51. Compensation

    | What We Do... | | What We Do Not Do... | | | ☑ | Emphasize pay for performance | ☒ | Allow for short-selling, hedging, or pledging of Company securities | | ☑ | Use multiple performance measures and caps on potential incentive payments | ☒ | Allow "single-trigger" accelerated vesting of equity-based awards upon change in control | | ☑ | Engage an independent compensation consultant | ☒ | Grant excessive perquisites | | ☑ | Require minimum equity ownership for directors and executive officers | ☒ | Pay excise tax "gross ups" upon change in control | | ☑ | Maintain a clawback policy | ☒ | Reprice or liberally recycle shares | | ☑ | Discourage excessive risk taking by reserving the right to use discretion in the payout of all incentives | ☒ | Trade in Company securities during designated black-out periods, except under limited circumstances including valid rule 10b5-1 trading plans |

  52. Role of Compensation Consultants

    Role of Compensation Consultants The Compensation Committee has retained the services of Pearl Meyer, a compensation consulting firm, to assist with its executive compensation review and to provide competitive market data. A consultant from Pearl Meyer generally attends the Compensation Committee meetings about executive officer compensation and provides information, research, and analysis pertaining to executive compensation as well as updates on market trends as requested by the Compensation Committee. The Compensation Committee sets compensation levels based on the skills, experience, and achievements of each executive officer, taking into consideration market analysis and input provided by Pearl Meyer as well as the compensation recommendations of our Chief Executive Officer (except with respect to his own compensation). In connection with its engagement of Pearl Meyer, the Compensation Committee assesses Pearl Meyer’s independence by weighing various factors including, but not limited to, the amount of fees received by Pearl Meyer from the Company, Pearl Meyer’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Pearl Meyer’s independence. After reviewing these and other factors, the Compensation Committee has determined that Pearl Meyer was independent and that its engagement did not present any conflicts of interest.

  53. Role of Peer Group Market Analysis

    Role of Peer Group Market Analysis The Compensation Committee evaluates, with the input and guidance from Pearl Meyer, the competitiveness of executive officer compensation based on data from a comparative peer group which is comprised of commercial banks or bank holding companies with geographic, operational, and business model characteristics similar to the Company and are traded on major national

  54. Role of Peer Group Market Analysis

    | 2023 Proxy Statement | 63 | First Interstate BancSystem, Inc. |

  55. Role of Peer Group Market Analysis

    securities exchanges with total assets between 50% and 200% of our total assets. The Compensation Committee reviews and approves the peer group on an annual basis. The following companies, which remained unchanged from the prior year, were approved by the Compensation Committee as our peer group for purposes of setting compensation levels for 2023:

  56. Role of Peer Group Market Analysis

    | Ameris Bancorp | Pacific Premier Bancorp, Inc. | | Associated Banc-Corp | PacWest Bancorp | | BankUnited, Inc. | Pinnacle Financial Partners, Inc. | | Cadence Bank | Prosperity Bancshares, Inc. | | Commerce Bancshares, Inc. | Simmons First National Corporation | | F.N.B Corporation | SouthState Corporation | | Fulton Financial Corporation | UMB Financial Corporation | | Glacier Bancorp, Inc. | Umpqua Holdings Corporation | | Hancock Whitney Corporation | United Bankshares, Inc. | | Old National Bancorp, Inc. | Valley National Bancorp |

  57. Short-Term Incentives

    Short-Term Incentives Consistent with the overall compensation philosophy of linking incentive awards to Company-wide and individual performance, our executive officers are eligible for annual Company performance- based quantitative and individual performance-based qualitative discretionary short-term incentive bonuses to be paid in cash. The Compensation Committee recommends, and the Board of Directors approves: •financial metrics to be utilized each year in awarding short-term Company performance- based quantitative incentives; and

  58. Short-Term Incentives

    | 2023 Proxy Statement | 64 | First Interstate BancSystem, Inc. |

  59. Short-Term Incentives

    •the percentage amount of the Company performance-based quantitative incentive target that may be utilized each year in awarding short-term individual performance-based qualitative discretionary incentives in addition to or in lieu of the targeted Company performance-based quantitative incentive awards. Our NEOs’ opportunity for the short-term incentive awards is based on a percentage of base salary. The STI Plan Company performance-based quantitative award opportunities are established at threshold, target, and maximum levels. The funding percentage between each level is interpolated on a linear basis, with the funding percentage for quantitative awards to be 0% for Company performance below the threshold level. The maximum performance opportunity (prior to the application of any Committee-determined modifier and/or individual performance adjustment and without regard to any individual performance-based qualitative discretionary bonus awarded) was capped in 2023 at 200% of the target percentage. The Company performance-based quantitative goals are established in the first quarter of each year. The 2023 short-term Company performance-based quantitative portion of the STI Plan for the NEOs was based primarily on three corporate metrics: two related to our 2023 financial performance as compared with initial budget expectations; and one credit quality metric relative to peer performance, as follows:

  60. Short-Term Incentives

    | Metric | Weight | Description | | Adjusted Pre-Provision Net Revenue (PPNR) per Share | 50% | Adjusted for securities gains or losses and litigation expenses. (“Adjusted PPNR”) | | Adjusted Efficiency Ratio | 25% | Adjusted for securities gains or losses and litigation expenses and excluding OREO-related expense/income and amortization expense related to intangibles. | | Total Criticized Loan Ratio | 25% | Based on criticized loans divided by tier 1 capital, or the Total Criticized Loan Ratio percentile ranking relative to peer performance. The peer group is composed of those companies included in the KBW Regional Banking Index (KRX) that continue to trade on a major exchange throughout the entire performance period. |

  61. Short-Term Incentives

    A reconciliation of Adjusted PPNR per share and Adjusted Efficiency Ratio to their most directly comparable GAAP financial measures, is provided in Appendix A. The Compensation Committee believed, and the Board concurred, that these metrics demonstrated a link between the Company’s goals and the outcomes intended to be achieved by the Company in 2023, and the payouts available to be awarded to the NEOs during the period. The CEO may make recommendations to the Compensation Committee for a short-term incentive award percentage for a particular NEO (other than the CEO). It is the Compensation Committee’s belief that an executive officer’s scope of work, responsibilities, and performance should all be considered when awarding incentives, including individual performance-based qualitative discretionary awards. The STI Plan individual performance-based qualitative discretionary award opportunity for the 2023 performance period was established by the Compensation Committee and approved by the Board at an amount up to 100% of targeted funding for the 2023 Company performance-based quantitative short-term incentive bonus. Under the STI Plan, the Compensation Committee is to consider the Company’s performance relative to its peer group in evaluating whether to make, and the amount of, any qualitative discretionary award under the STI Plan. The Compensation Committee approved for our non-CEO NEOs, and the Board approved for our CEO, individual performance-based qualitative discretionary bonuses in 2023 at up to 20% of their respective target award opportunities under the Company performance-based quantitative portion of the STI Plan for their individual performances in 2023, as specified in the Summary Compensation Table, or SCT, included below in this proxy statement.

  62. Short-Term Incentives

    | 2023 Proxy Statement | 65 | First Interstate BancSystem, Inc. |

  63. Short-Term Incentives

    In making its determination concerning the payout of the performance-based qualitative bonuses, the Compensation Committee and Board considered, among other things, the extraordinary challenges faced by the banking sector in 2023, including adverse interest rate conditions, volatility in deposits and the negative economic environment affecting all financial institutions generally. It also considered the effects of these challenges on the Company’s short-term performance-based quantitative incentive opportunities awarded to the NEOs under the STI Plan, which were unexpected and believed to be unforeseeable and in any event rendered such awards valueless. It was also believed that the Company’s NEOs who received the individual performance-based qualitative discretionary bonuses demonstrated exceptional leadership during 2023 in steering the Bank to perform competitively within the industry, managing deposit costs and operating costs, and impacting positively our overall earnings per share. The efforts of the awarded NEOs were believed to have meaningfully offset the material adverse impact the foregoing conditions might otherwise have had on the Company’s financial performance. In agreeing to award the individual performance- based qualitative discretionary bonuses, the Compensation Committee and Board also recognized specifically the ability of the executives to navigate uncertainties deftly, further supporting their belief as to the appropriateness of the exercise of their discretionary awards authority under the STI Plan and their respective amounts as disclosed in the SCT.

  64. 2023 Short-Term Incentive Company Performance-Based Quantitative Results

    2023 Short-Term Incentive Company Performance-Based Quantitative Results Short-term incentive goals and performance outcomes for the funding of the STI Plan were as follows:

  65. 2023 Short-Term Incentive Company Performance-Based Quantitative Results

    | Performance Measure | Weight | Minimum Performance | Target Performance | Maximum Performance | Performance Result | Weighted Payout % | | Adjusted PPNR per Share | 50% | $4.37 | $5.15 | $5.92 | $3.80 | —% | | Adjusted Efficiency Ratio | 25% | 56.04% | 54.00% | 52.04% | 61.00% | — | | Relative Total Criticized Loan Ratio | 25% | 45th percentile | 60th percentile | 75th percentile | 16th percentile | — | | STI Funding Results | | 0% | 100% | 200% | | — |

  66. 2023 STI Plan Payouts

    2023 STI Plan Payouts As described above, the STI Plan funded Company performance-based quantitative awards at 0% based on the Company’s results for the 2023 performance year. The following table shows the STI Plan Company performance-based target opportunities, and the performance-based qualitative discretionary amounts approved by the Compensation Committee and the Board as described in the “Short-Term Incentives” paragraph above for each of our eligible NEOs.

  67. 2023 STI Plan Payouts

    | | | Target Payout Opportunity | | Actual Payouts | | | Officer | 12/31/2023 Base Salary ($) | Target (%) | Target Amount ($) | Payout (%)(3) | Payout Amount ($) | | Kevin P. Riley | 978,540 | 110 | 1,076,394 | 20 | 215,279 | | Marcy D. Mutch | 539,954 | 70 | 377,968 | 20 | 75,594 | | Kirk D. Jensen | 412,402 | 60 | 247,441 | 20 | 49,488 | | Lorrie F. Asker | 440,000 | 70 | 308,000 | 20 | 61,600 | | Kristina R. Robbins | 351,000 | 60 | 210,600 | 20 | 42,120 | | Ashley Hayslip(1) | 450,000 | 70 | 315,000 | — | — | | Scott E. Erkonen(2) | 310,788 | 60 | 186,473 | — | — |

  68. 2023 STI Plan Payouts

    (1) Ms. Hayslip was not eligible for a short-term incentive for the 2023 performance year due to her termination in February 2023. (2) Mr. Erkonen was not eligible for a short-term incentive for the 2023 performance year due to his termination in June 2023. (3) The payout percentage in this column is reflected as a percentage of the NEO’s target amount.

  69. 2023 STI Plan Payouts

    | 2023 Proxy Statement | 66 | First Interstate BancSystem, Inc. |

  70. Long-Term Incentives

    Long-Term Incentives We believe long-term equity incentive compensation encourages employees to focus on the long- term performance of the Company. Under the Company's 2023 Equity and Incentive Plan, awards are granted to enhance our ability to attract, retain, and motivate employees by providing them with both equity ownership opportunities and performance-based incentives intended to align their interests with those of our shareholders. The Compensation Committee is responsible for reviewing and recommending for Board approval the CEO’s total compensation, including long-term incentives, and reviewing and approving non-CEO NEO total compensation, including long-term incentives. The Compensation Committee has delegated authority to the Company’s Chief Executive Officer, subject to certain terms and limitations established by the Compensation Committee, to make awards to employees who are not NEOs. For additional information regarding our equity compensation plans, see the information provided under the caption “Equity Compensation Plans” included in this proxy statement.

  71. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan The Compensation Committee annually engages Pearl Meyer to conduct a market review to compare our LTI Plan design against those of our peers. Management recommended no changes to the 2023 plan design and the Compensation Committee approved the LTI Plan as follows:

  72. 2023 Long-Term Incentive Plan

    | Type | Weight | Description | | Performance Restricted Stock Units | 60% | •Relative Performance: Based on peers in the KBW Regional Banking Index •Performance Metrics: ◦50% Adjusted Return on Average Equity ◦50% Total Shareholder Return •Performance Measurement Period: 3 years (1/1/2023-12/31/2025) •Vesting: 3 years after grant date, subject to performance criteria •Payout range: of 0-200% | | Restricted Stock Units | 40% | •Vesting: Time-based vesting 1/3 each year for 3 years |

  73. 2023 Long-Term Incentive Plan

    Threshold, target, and maximum performance levels are established for the 2023 performance restricted stock unit awards. The payout percentage is based on the Company’s percentile ranking over the three-year performance period, relative to peer performance, for each of the selected performance measures based on the chart below. Results falling between threshold and maximum performance levels will be interpolated on a linear basis. Relative performance results will be calculated separately for each metric and the total payout percentage on the award will be reflective of the sum of each metric’s weighted payout results.

  74. 2023 Long-Term Incentive Plan

    | Performance Level | Percentile Ranking | Payout Range | | - | Below 35th percentile | 0% | | Threshold | 35th percentile | 50% | | Target | 50th percentile | 100% | | Maximum | 90th percentile | 200% |

  75. 2023 Long-Term Incentive Plan

    For purposes of long-term incentives, and as further detailed in Appendix A, Adjusted Return on Average Common Stockholders’ Equity is defined as adjusted net income divided by average equity. Adjusted net income is defined as pre-tax net income, adjusted for non-recurring revenue and expense items, with non-recurring items being defined by S&P Global (or its successor.)

  76. 2023 Long-Term Incentive Plan

    | 2023 Proxy Statement | 67 | First Interstate BancSystem, Inc. |

  77. 2023 Long-Term Incentives Granted

    2023 Long-Term Incentives Granted The target LTI opportunity of our NEOs is based on a percentage of their base salary. The Compensation Committee annually reviews the target opportunity for each NEO, comparing them to market data prepared by Pearl Meyer to assess the competitiveness of long-term incentive targets and total compensation. The table below reflects the 2023 LTI award target values and amounts approved by the Compensation Committee for each of our NEOs.

  78. 2023 Long-Term Incentives Granted

    | | | Target Award | | Shares Awarded | | | | Officer | Base Salary at Grant Date ($) | Target (%) | Target LTI ($) | Actual LTI ($) | PRSUs (#)(1) | RSUs (#)(1) | | Kevin P. Riley | 978,540 | 240 | 2,348,496 | 2,348,496 | 45,206 | 30,137 | | Marcy D. Mutch | 539,954 | 100 | 539,954 | 539,954 | 10,393 | 6,929 | | Kirk D. Jensen | 412,402 | 70 | 288,681 | 288,681 | 5,556 | 3,704 | | Lorrie F. Asker(2) | 360,000 | 100 | 360,000 | 200,000 | 3,849 | 2,566 | | Kristina R. Robbins | 351,000 | 70 | 245,700 | 245,700 | 4,729 | 3,153 | | Ashley Hayslip | 450,000 | 100 | 450,000 | — | — | — | | Scott E. Erkonen | 310,788 | 70 | 217,552 | 217,552 | 4,187 | 2,791 |

  79. 2023 Long-Term Incentives Granted

    (1) The number of PRSUs and RSUs granted were calculated as 60%, and 40% respectively, of the executive’s approved LTI award based on the closing price of the underlying common stock as quoted on NASDAQ Stock Market for the last market trading day prior to the standard March 15 grant date of $31.17, rounded down to the nearest whole share. Due to the pending approval of the 2023 Equity and Incentive Plan, the Compensation Committee approved for the non-CEO NEOs and the Board approved for the CEO these awards as a fixed number of shares with the grant date to be contingent on shareholder approval in May 2023. (2) Ms. Asker received an amount less than target, reflective of her interim status as the Chief Banking Officer at the time long-term incentives were approved. For additional information regarding long-term incentives granted to our NEOs in 2023, including the grant date fair value calculations for the respective awards, see the information provided under the caption “Grants of Plan-Based Awards” included in this proxy statement.

  80. 2021 Long-Term Incentive Performance Results

    2021 Long-Term Incentive Performance Results Performance-based restricted stock awards granted to our NEOs in 2021 were scheduled to vest on March 15, 2024. The performance measurement period for this award was from January 1, 2021 through December 31, 2023 and was based upon the Company’s performance on Adjusted Return on Average Equity and Total Shareholder Return relative to a comparative group composed of all U.S. commercial banks or bank holding companies, as applicable, traded on a major exchange with total assets between 50% and 200% of our December 31, 2020 total assets. Both performance metrics did not achieve threshold performance which resulted in 0% of the 2021 performance awards to achieve vesting. The performance results were as follows:

  81. 2021 Long-Term Incentive Performance Results

    | Performance Metric | Percentile Rank | Unweighted % of Target Award | Goal Weight | Vesting % | | Adjusted Return on Average Equity | 32.00% | —% | 50% | —% | | Total Shareholder Return | 3.00% | —% | 50% | —% | | Total | | | 100% | —% |

  82. 2021 Long-Term Incentive Performance Results

    | 2023 Proxy Statement | 68 | First Interstate BancSystem, Inc. |

  83. 2021 Long-Term Incentive Performance Results

    The following chart shows the vesting results applied to the 2021 performance awards for the NEOs who were impacted:

  84. 2021 Long-Term Incentive Performance Results

    | Officer | 2021 Performance Shares Granted (#) | 2021 Performance Shares Vested (#) | | Kevin P. Riley | 17,392 | — | | Marcy D. Mutch | 4,413 | — | | Kirk D. Jensen | 2,049 | — | | Lorrie F. Asker | 1,438 | — | | Kristina R. Robbins | 1,475 | — |

  85. Severance and Change-in-Control Benefits

    Severance and Change-in-Control Benefits We provide severance pay and other benefits to executive officers, including the NEOs, who have their employment terminated, including through involuntary termination by us without cause and, in some cases, voluntary termination of the executive for good reason. These arrangements provide security of transition income and benefit replacements that allow such executives to focus on our prospective business priorities that create value for shareholders. We believe the level of severance and benefits provided by these arrangements is consistent with the practices of our peers and are necessary to attract and retain key employees. Potential payments and benefits available under these arrangements are discussed further under the caption “Potential Payments upon Termination or Change of Control” included elsewhere in this proxy statement.

  86. Risk Assessment of Compensation Programs

    | ☑ | Use of multiple metrics in short and long-term incentive plans for executive officers; | | ☑ | Application of caps on incentives; | | ☑ | Providing time-based share awards that vest ratably over three years and performance-based awards that cliff vest after a three year performance period; | | ☑ | Emphasizing long-term and performance-based compensation; | | ☑ | Instituting formal clawback policies applicable to both cash and equity performance-based compensation; and | | ☑ | Aligning interests of our executive officers with the long-term interests of our shareholders through equity ownership guidelines. |

  87. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below summarizes the total compensation paid or earned by each of the NEOs for 2023, 2022, and 2021, as required by applicable rules of the SEC.

  88. 2023 Summary Compensation Table

    | Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Kevin P. Riley | 2023 | 971,372 | — | 1,890,589 | | 215,279 | — | 307,656 | 3,384,896 | | President & Chief | 2022 | 922,564 | — | 1,856,680 | | 1,537,706 | — | 300,134 | 4,617,084 | | Executive Officer | 2021 | 864,594 | — | 1,442,198 | | 649,817 | — | 244,634 | 3,201,243 | | Marcy D. Mutch | 2023 | 533,801 | — | 482,881 | | 75,594 | — | 37,480 | 1,129,756 | | Exec. Vice President & | 2022 | 494,926 | — | 448,174 | | 610,000 | — | 37,822 | 1,590,922 | | Chief Financial Officer | 2021 | 463,827 | — | 365,948 | | 261,454 | — | 33,069 | 1,124,298 | | Kirk D. Jensen | 2023 | 407,703 | — | 251,430 | | 49,488 | — | 33,292 | 741,913 | | Exec. Vice President & | 2022 | 376,514 | — | 228,166 | | 378,035 | 18 | 29,670 | 1,012,403 | | General Counsel | 2021 | 346,042 | — | 169,913 | | 161,871 | — | 29,123 | 706,949 | | Lorrie F. Asker | 2023 | 377,885 | — | 268,317 | | 61,600 | — | 22,690 | 730,492 | | Exec. Vice President & | 2022 | | | | | | | | | | Chief Banking Officer | 2021 | | | | | | | | | | Kristina R. Robbins | 2023 | 347,000 | — | 207,518 | | 42,120 | — | 34,395 | 631,033 | | Exec. Vice President & | 2022 | | | | | | | | | | Chief Operations Officer | 2021 | | | | | | | | | | Ashley Hayslip (4) | 2023 | 58,846 | — | — | | — | — | 825,148 | 883,994 | | Former EVP & Chief | 2022 | | | | | | | | | | Banking Officer | 2021 | | | | | | | | | | Scott E. Erkonen (5) | 2023 | 152,743 | — | 147,235 | | — | — | 598,828 | 898,806 | | Former EVP & | 2022 | 243,225 | 75,000 | 261,495 | | 267,548 | — | 16,520 | 863,788 | | Chief Information Officer | 2021 | | | | | | | | |

  89. 2023 Summary Compensation Table

    (1) The amounts in column (e) reflect the aggregate grant date fair value of RSU and PRSU awards granted in 2023 determined in accordance with FASB ASC Topic 718. The value for the PRSU awards included in the stock awards aggregate total assume target level performance. Assuming maximum performance levels are achieved for the 2023 PRSU award, the maximum value would be $1,730,486 for Mr. Riley, $397,844 for Ms. Mutch, $212,684 for Mr. Jensen, $147,340 for Ms. Asker, $181,026 for Ms. Robbins, and $160,278 for Mr. Erkonen based on the grant date fair value. For more information regarding the valuation assumptions in determining grant date fair value, see the information provided under the caption “Grants of Plan-Based Awards” included in this proxy statement. (2) The Company does not provide above-market or preferential earnings on deferred compensation. See the information provided under “2023 Non-Qualified Deferred Compensation Table” included in this proxy statement for information about deferred compensation. (3) See “All Other Compensation Table” below for the breakdown for each NEO. (4) Ms. Hayslip’s employment with the Company terminated as of February 9, 2023. Ms. Hayslip did not receive any short-term or long-term incentive awards for 2023 performance. (5) Mr. Erkonen’s employment with the Company terminated as of June 28, 2023.

  90. 2023 Summary Compensation Table

    | 2023 Proxy Statement | 72 | First Interstate BancSystem, Inc. |

  91. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  92. Grants of Plan-Based Awards

    | | | | | | | | | | | All Other Awards | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | | Grant Date(6) | Approval Date(7) | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | Kevin P. Riley | STI | | | — | 1,076,394 | 2,152,788 | — | — | — | — | — | | | RSA | 3/15/2023(2) | 3/15/2023 | — | — | — | — | — | — | 9,652 | 300,853 | | | RSU | 5/24/2023(3) | 3/15/2023 | — | — | — | — | — | — | 30,137 | 724,493 | | | PRSU | 5/24/2023(4) | 3/15/2023 | — | — | — | 22,603 | 45,206 | 90,412 | — | 865,243 | | Marcy D. Mutch | STI | | | — | 377,968 | 755,936 | — | — | — | — | — | | | RSA | 3/15/2023(2) | 3/15/2023 | — | — | — | — | — | — | 3,766 | 117,386 | | | RSU | 5/24/2023(3) | 3/15/2023 | — | — | — | — | — | — | 6,929 | 166,573 | | | PRSU | 5/24/2023(4) | 3/15/2023 | — | — | — | 5,197 | 10,393 | 20,786 | — | 198,922 | | Kirk D. Jensen | STI | | | — | 247,441 | 494,882 | — | — | — | — | — | | | RSA | 3/15/2023(2) | 3/15/2023 | — | — | — | — | — | — | 1,798 | 56,044 | | | RSU | 5/24/2023(3) | 3/15/2023 | — | — | — | — | — | — | 3,704 | 89,044 | | | PRSU | 5/24/2023(4) | 3/15/2023 | — | — | — | 2,778 | 5,556 | 11,112 | — | 106,342 | | Lorrie F. Asker | STI | | | — | 308,000 | 616,000 | — | — | — | — | — | | | RSA | 2/9/2023(5) | 2/9/2023 | — | — | — | — | — | — | 2,743 | 99,982 | | | RSA | 3/15/2023(2) | 3/15/2023 | — | — | — | — | — | — | 1,058 | 32,978 | | | RSU | 5/24/2023(3) | 3/15/2023 | — | — | — | — | — | — | 2,566 | 61,687 | | | PRSU | 5/24/2023(4) | 3/15/2023 | — | — | — | 1,925 | 3,849 | 7,698 | | 73,670 | | Kristina R. Robbins | STI | | | — | 210,600 | 421,200 | — | — | — | — | — | | | RSA | 3/15/2023(2) | 3/15/2023 | — | — | — | — | — | — | 1,322 | 41,207 | | | RSU | 5/24/2023(3) | 3/15/2023 | — | — | — | — | — | — | 3,153 | 75,798 | | | PRSU | 5/24/2023(4) | 3/15/2023 | — | — | — | 2,365 | 4,729 | 9,458 | | 90,513 | | Ashley Hayslip | STI | | | — | 315,000 | 630,000 | — | — | — | — | — | | | RSU | | | — | — | — | — | — | — | — | — | | | PRSU | | | — | — | — | — | — | — | — | — | | Scott E. Erkonen | STI | | | — | 186,473 | 372,945 | — | — | — | — | — | | | RSU | 5/24/2023(3) | 3/15/2023 | — | — | — | — | — | — | 2,791 | 67,096 | | | PRSU | 5/24/2023(4) | 3/15/2023 | — | — | — | 2,094 | 4,187 | 8,374 | — | 80,139 |

  93. Grants of Plan-Based Awards

    (1) This represents the range of possible payouts for 2023 STI under our annual STI program as discussed under the heading “Short-Term Incentives” in the CD&A. (2) This represents the one-time special grants of RSAs, as described under the Compensation Highlights in the CD&A, granted on March 15, 2023, with a two-year cliff-vesting period. The grant date value per share was $31.17. (3) This represents the RSUs granted in 2023 under our Long-Term Incentive Program as described under the heading “2023 Long-Term Incentives Granted” in the CD&A. The grant date value per share was $24.04. (4) This represents the range of possible payouts for the PRSUs granted in 2023 under our Long-Term Incentive program. Details of our performance awards are discussed under the heading “2023 Long-Term Incentives Granted”. The number of PRSUs were granted as a fixed number of shares calculated by dividing the original award value determined by our Compensation Committee by the closing stock price on the day immediately prior to the contingent grant date of March 15, 2023, pending the shareholder approval of the 2023 Equity and Incentive Plan. Guidance requires that the grant date fair value of the PRSUs, which were subject to shareholder approval of the 2023 Equity and Incentive Plan, be reported in the Summary Compensation Table and Grants of Plan-Based Awards Table in accordance with FASB ASC Topic 718, which requires valuation of the grant effective date of May 24, 2023 upon shareholder approval of the 2023 Equity and Incentive Plan

  94. Grants of Plan-Based Awards

    | 2023 Proxy Statement | 75 | First Interstate BancSystem, Inc. |

  95. Grants of Plan-Based Awards

    instead of the date the Compensation Committee approved the grant on March 15, 2023. The grant date fair value listed in the chart above is reflective of FASB ASC Topic 718. Conversely, the grant date fair value listed in the “2023 Long-Term Incentive Granted” section, which need not be calculated in accordance with FASB ASC Topic 718, captures the fair value of the PRSUs on the date the Compensation Committee approved the grant. For the portion of the PRSUs attributed to Adjusted ROAE the value per share was $24.04 and for the portion that vests based on TSR the Monte Carlo simulation method fair value was $14.24. The key assumptions for the Monte Carlo simulation method used in the valuation were: (a) volatility (b) correlations; and (c) the risk-free rate of return. (5) Ms. Asker received a RSA grant upon taking the interim assignment of Chief Banking Officer due to the departure of Ms. Hayslip in February 2023. The award has a three year graded vesting period with 1/3 of the award vesting each year. The grant date value per share was $36.45. (6) As disclosed above, the RSUs and PRSUs were granted subject to shareholder approval of the 2023 Equity and Incentive Plan. Shareholder approval was received at our 2023 annual meeting of shareholders. (7) For RSUs and PRSUs, reflects the date our Compensation Committee approved the grants noted, subject to shareholder approval.

  96. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023

  97. Outstanding Equity Awards as of December 31, 2023

    | | Stock Awards | | | | | | Restricted Stock | | Performance Stock | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity incentive Plan awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2) | Equity incentive plan awards: Market Value of Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) | | Kevin P. Riley | 56,398 | 1,734,239 | 91,273 | 2,806,645 | | Marcy D. Mutch | 14,752 | 453,624 | 21,728 | 668,136 | | Kirk D. Jensen | 7,524 | 231,363 | 11,129 | 342,217 | | Lorrie F. Asker | 7,542 | 231,917 | 7,210 | 221,708 | | Kristina R. Robbins | 7,580 | 233,085 | 8,511 | 261,713 | | Ashley Hayslip | — | — | — | — | | Scott E. Erkonen | — | — | — | — |

  98. Outstanding Equity Awards as of December 31, 2023

    (1) Represents unvested time-based restricted stock awards, which vests contingent on continued employment. (2) Represents the target number of performance-based restricted stock awards as of December 31, 2023 with vesting dates of March 15, 2024, March 15, 2025, and March 15, 2026 in which the actual number of shares to vest will be based upon achievement of specified performance conditions and continued employment. (3) Market value is based on closing price of the common stock as of 12/31/2023 of $30.75 per share.

  99. Outstanding Equity Awards as of December 31, 2023

    | 2023 Proxy Statement | 77 | First Interstate BancSystem, Inc. |

  100. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation The Company has a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) established for the benefit of a select group of management and highly compensated employees, including NEOs. Under the terms of our Deferred Compensation Plan, eligible employees, as determined by our Board or Compensation Committee, may defer a portion of base salary, short-term incentives and, if applicable, supplemental executive retirement plan contributions, subject to maximums as set forth by the plan administrator. Deferral elections generally are made by eligible employees during the last quarter of each year for compensation to be earned in the following year. Employees can make an election to receive their benefit upon separation of employment in a lump sum, or in monthly or annual installments over 2 to 15 years; or an election to receive their benefit upon a chosen date that is 1 or more years following the year of deferral, in the form of a lump sum or in annual installments over 2 to 5 years. Eligible employees are permitted, however, to change the time and/or form of a scheduled distribution in accordance with procedures established by the plan administrator, provided that any subsequent election to delay a payment must be made at least 12 months prior to the date the first scheduled distribution payment would have been made and the first payment must be deferred for at least five years from the date the first scheduled distribution payment would have been made. The distribution

  101. 2023 Non-Qualified Deferred Compensation

    | 2023 Proxy Statement | 78 | First Interstate BancSystem, Inc. |

  102. 2023 Non-Qualified Deferred Compensation

    elections are all made in accordance with Section 409A of the Code. We make discretionary matching contributions to the Deferred Compensation Plan on behalf of each participant who defers salary compensation. Other contributions on behalf of a participant may be made at the discretion of our Board. The deferral account of each participant is adjusted by investment earnings or losses based upon the performance of the underlying investments selected by the participant from among alternatives selected by the plan administrator. The following table shows the contributions, earnings, and aggregate balance of total deferrals for each of our NEOs as of December 31, 2023.

  103. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Kevin P. Riley | — | 208,755 | 599,124 | — | 4,277,281 | | Marcy D. Mutch | 183,000 | — | 57,830 | — | 561,682 | | Kirk D. Jensen | — | — | 58 | — | 1,225 | | Lorrie F. Asker | — | — | 6,647 | — | 49,171 | | Kristina R. Robbins | — | — | — | — | — | | Ashley Hayslip | — | — | — | — | — | | Scott E. Erkonen | — | — | — | — | — |

  104. 2023 Non-Qualified Deferred Compensation

    (1) The amounts in column (b) are reflective of salary and/or short-term incentives paid in 2023 that were elected to be deferred under the Deferred Compensation Plan. (2) The amounts in column (c) are reflective of the Company’s contribution made to the NEO’s account under the Deferred Compensation Plan in the 2023 calendar year. (3) The amounts in this column show earnings tied to changes in the value of publicly traded investment funds. None of the amounts reported in this column are reported in the 2023 Summary Compensation Table because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation. The Chief Executive Officer participates in a supplemental executive retirement plan, or SERP, which was implemented in 2015. This benefit is intended to be part of a competitive retirement and benefit package necessary to attract and retain executive talent. Consistent with this objective, the SERP consists of a Base Contribution and a Performance Contingent Contribution (each as defined below). The amount of the base contribution is 20% of the Chief Executive Officer 's annualized base salary as of the last day of the three calendar year performance period to which the base contribution relates (the "Base Contribution"). The amount of the performance-contingent contribution, if earned, will be up to an additional 20% of the Participant's annualized base salary as of the last day of the three calendar year performance period to which the performance-contingent contribution relates (the "Performance-Contingent Contribution"). The Performance-Contingent Contribution is based on Company's total shareholder return compared to the established peer group for the performance period. The Performance-Contingent Contribution amounts fund based on the following scale, interpolated on a linear basis between funding tiers: 0% if below the 35th percentile; 10% if greater than or equal to the 50th percentile; and 20% if greater than or equal to the 75th percentile. The SERP contributions vested 50% on December 31, 2019, and will vest at 10% on each December 31st thereafter, so long as the Chief Executive Officer remains employed by the Company on each such date. Vesting will be accelerated in the event of death, disability, and certain terminations of service in connection with a change in control of the Company. The SERP contributions (vested and unvested) are subject to forfeiture, clawback and/or suspension in the event that the Chief Executive Officer is terminated for cause or breaches any non-competition or non-solicitation provisions in his employment agreement with the Company.

  105. 2023 Non-Qualified Deferred Compensation

    | 2023 Proxy Statement | 79 | First Interstate BancSystem, Inc. |

  106. Principal Executive Officer Pay Ratio

    Principal Executive Officer Pay Ratio We are required to provide annual disclosure of the ratio of the median employee’s annual total compensation, excluding the principal executive officer (“PEO”), to the total annual compensation of the PEO. The Company’s PEO is Mr. Riley, our Chief Executive Officer, and the outside members of the Compensation Committee reviewed, approved, and recommended to the Board for approval all components of Mr. Riley's total compensation package. The purpose of this disclosure is to provide a measure of the equitability of pay within the organization. Due to the change in our employee population following the February 1, 2022 merger with Great Western Bank, a new median employee was selected for the 2022 calendar year as permitted by applicable SEC disclosure rules. The new median employee was identified by ranking the total compensation of all employees other than the PEO as of December 31, 2022, and such median employee will be used for this purpose for three years unless circumstances change and a new median employee is determined to be needed for this analysis. For purposes of determining total compensation, the following earnings were included to align with the results as reported in the Summary Compensation Table for our PEO: ▪Base Salary; ▪Overtime pay; ▪Short-Term Incentive; ▪Long-Term Incentive equity awards granted during the year; and ▪Other Compensation comprised of: –Contributions by us to our qualified profit sharing and employee savings plans, under Section 401(k) of the Code; –Contributions by us to our non-qualified deferred compensation plan; –Dividends on unvested restricted stock; and –Amounts paid by us for social club dues, signing bonuses, and moving/relocation expenses.

  107. Principal Executive Officer Pay Ratio

    | Median Employee Total Annual Compensation | PEO Total Annual Compensation | Ratio of PEO to Median Employee Total Annual Compensation | | $61,326 | $3,384,896 | 55 to 1 |

  108. Principal Executive Officer Pay Ratio

    | 2023 Proxy Statement | 80 | First Interstate BancSystem, Inc. |

  109. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” (“CAP”, as calculated in accordance with the SEC rules), and certain Company performance measures for the fiscal years listed below. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive pay with performance, refer to our Compensation Discussion & Analysis (“CD&A”).

  110. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides the information required for our NEOs for each of the fiscal years ended December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020, along with the financial information required to be disclosed for each fiscal year:

  111. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(3) | Average Summary Compensation Table Total for non-PEO NEOs ($)(2) | Average Summary Compensation Actually Paid to non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in $M) ($) | Compensation Adjusted ROAE ($)(4) | | | | | | | Company Total Shareholder Return ($) | KBW Regional Banking Index Total Shareholder Return ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 3,384,896 | 1,951,042 | 835,999 | 550,266 | 90.37 | 115.64 | 257.5 | 11.68 | | 2022 | 4,617,084 | 4,215,324 | 1,482,037 | 1,343,374 | 106.06 | 116.11 | 202.2 | 11.75 | | 2021 | 3,201,243 | 2,342,207 | 928,135 | 733,189 | 106.90 | 124.75 | 192.1 | 13.19 | | 2020 | 2,939,173 | 3,641,663 | 1,260,013 | 1,454,331 | 103.20 | 91.29 | 161.2 | 10.65 |

  112. Pay Versus Performance Table

    (1) Kevin Riley served as our PEO in 2023. (2) Our non-PEO NEOs for 2023 include Marcy D. Mutch (EVP & Chief Financial Officer), Kirk D. Jensen (EVP & General Counsel), Lorrie F. Asker (EVP & Chief Banking Officer), Kristina R. Robbins (EVP & Chief Operations Officer), Ashley Hayslip (Former EVP & Chief Banking Officer), and Scott Erkonen (Former EVP & Chief Information Officer). (3) Adjustments to total compensation in the Summary Compensation Table (“SCT”), reported in columns (b) and (d), to calculate CAP, reported in columns (c) and (e) for 2023, include:

  113. Pay Versus Performance Table

    | | PEO | Average Other NEOs | | | 2023 ($) | 2023 ($) | | Summary Compensation Total | 3,384,896 | 835,999 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,890,589) | (226,230) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 2,147,660 | 223,423 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (1,539,137) | (176,369) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (151,788) | (40,412) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | (66,145) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | | Compensation Actually Paid | 1,951,042 | 550,266 |

  114. Pay Versus Performance Table

    a.The methodologies used for determining the fair values shown in the table are materially consistent with those used to determine the fair values disclosed as of the grant date for each award.

  115. Pay Versus Performance Table

    | 2023 Proxy Statement | 81 | First Interstate BancSystem, Inc. |

  116. Pay Versus Performance Table

    (4) Compensation Adjusted ROAE is a non-GAAP financial measure that is one of the most important financial performance measures used by our Compensation Committee to link compensation actually paid to our NEOs for their performance in 2023 to the Company’s performance during 2023 and is calculated as net income before income tax, plus investment security loss, plus or minus the below identified items of pre-tax revenue and expense deemed by S&P Capital IQ to be nonrecurring, divided by average common stockholders’ equity ($ in millions): (i) net income of $257.5, plus provision for income tax of $79.3 and investment security loss of $23.5, minus net gain on disposition of premises and equipment of $2.9, plus FDIC special assessment of $10.5; divided by (ii) average common stockholders’ equity of $3,150.9.

  117. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide graphical descriptions of the relationships between the following:

  118. Pay Versus Performance: Graphical Description

    | •CAP and the Company’s & Peer Group’s cumulative TSR; | | •CAP and the Company’s Net Income; and | | •CAP and the Company’s Compensation Adjusted ROAE |

  119. Pay Versus Performance: Graphical Description

    | 2023 Proxy Statement | 82 | First Interstate BancSystem, Inc. |

  120. Potential Payments Upon Termination or Change-in-Control Payments

    Potential Payments Upon Termination or Change-in-Control Payments

  121. Potential Payments Upon Termination or Change-in-Control Payments

    Potential Payments Upon Termination or Change-in-Control Payments

  122. Potential Payments Upon Termination or Change-in-Control Payments

    Potential Payments Upon Termination or Change-in-Control Payments

  123. Potential Payments Upon Termination or Change-in-Control Payments

    Potential Payments Upon Termination or Change-in-Control Payments

  124. Potential Payments Upon Change-in-Control

    Potential Payments Upon Change-in-Control

  125. Payments Upon Termination - Ms. Ashley Hayslip

    Payments Upon Termination - Ms. Ashley Hayslip Ms. Hayslip separated employment with the Company effective February 9, 2023. Pursuant to the terms of her employment agreement, the Company provided Ms. Hayslip with a severance package totaling $788,984. This amount includes $765,000 (one times the sum of her current annual base salary at the time, plus her average annual incentive compensation paid during the three years prior to termination) payable over twelve months in equal installments. Also included is $23,984, the cost of continued Health Benefits for 12 months post termination for Ms. Hayslip paid for by the Company.

  126. Payments Upon Termination - Mr. Scott Erkonen

    Payments Upon Termination - Mr. Scott Erkonen Mr. Erkonen separated employment with the Company effective June 28, 2023. Pursuant to the terms of his employment agreement, the Company provided Mr. Erkonen with a severance package totaling $586,794. This amount includes $578,335 (one times the sum of his current annual base salary at the time, plus his average annual incentive compensation paid during the three years prior to termination) payable over twelve months in equal installments. Also included is $8,459, the cost of continued Health Benefits for 12 months post termination for Mr. Erkonen paid for by the Company.

  127. Payments Upon Termination - Mr. Scott Erkonen

    | 2023 Proxy Statement | 90 | First Interstate BancSystem, Inc. |

  128. Payments Upon Termination - Mr. Scott Erkonen

    Certain Relationships and Related Party Transactions