DEF 14A of First Interstate Bancsystem Inc, Apr 8, 2025

DEF 14A of First Interstate Bancsystem Inc

Filed Apr 8, 2025 · FY20240000860413-25-000045

Open on EDGAR

  1. Continuing Directors Other Than Nominees

    Continuing Directors Other Than Nominees The following table sets forth information as of the date of this proxy statement regarding our directors that are expected to continue to serve on the Board following the date of the annual meeting and who are not up for election at the annual meeting, to whom we refer as our “continuing directors.” Additional biographical information for each of these directors follows below under the caption “Director and Director Nominee Biographies.”

  2. Continuing Directors Other Than Nominees

    | Name | Age | Director Since | Current Class | Term Expires | Principal Occupation | | Alice S. Cho | 58 | 2020 | II | 2026 | Senior Advisor, Boston Consulting Group | | John M. Heyneman | 57 | 2018* | III | 2027 | Managing Partner, Awe LLC and Towanda Investments LLC | | David L. Jahnke | 71 | 2011 | III | 2027 | Retired Partner, KPMG | | Dennis L. Johnson | 70 | 2017 | II | 2026 | Retired President and CEO, United Heritage Mutual Holding Company | | Patricia L. Moss | 71 | 2017 | II | 2026 | Retired President and CEO, Cascade Bancorp. | | James A. Reuter | 60 | 2024 | III | 2027 | President and CEO, First Interstate BancSystem, Inc. | | Daniel A. Rykhus | 60 | 2022 | II | 2026 | Retired CEO, Raven Industries |

  3. Continuing Directors Other Than Nominees

    *In addition, Mr. Heyneman previously served as a director from 1998 to 2004 and from 2010 to 2016. The following graphic sets forth information regarding our continuing directors and our director nominees that currently serve on the Board: Mr. Bowman, Mr. Lacy, and Ms. Phillips. For additional information regarding our Board and the directors serving on the Board as of the date of this proxy statement, see “Board Structure and Composition” below.

  4. Continuing Directors Other Than Nominees

    | 11 | First Interstate BancSystem, Inc. |

  5. Continuing Directors Other Than Nominees

    | 12 | First Interstate BancSystem, Inc. |

  6. Director and Director Nominee Biographies

    Director and Director Nominee Biographies Stephen B. Bowman has been a director since February 2021 and Chair of the Board since May 2024. 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.

  7. Director and Director Nominee 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 | •Compensation and Human Capital Committee | •Voya Financial, Inc. (Audit, Risk, and Technology Committee member) |

  8. Director and Director Nominee Biographies

    | 13 | First Interstate BancSystem, Inc. |

  9. Director and Director Nominee Biographies

    James A. Reuter has been President and Chief Executive Officer of the Company and First Interstate Bank as well as a member of the Board of Directors since November 2024. Mr. Reuter leads with expertise drawn from more than 37 years in the banking industry. Prior to joining the Company, Mr. Reuter was the President and Chief Executive Officer of FirstBank Holding Company of Colorado, one of the largest privately held banks in the nation, from 2017 until his retirement in March 2024. Mr. Reuter started his banking career at FirstBank in 1987 and, prior to CEO, served as the bank’s Chief Operating Officer, overseeing many of the bank’s divisions including: loan/mortgage operations; information technology (IT); digital banking; payments; business banking; contact center; online account/loan acquisition; marketing; and treasury management. Mr. Reuter has been actively involved in the industry, serving on the Board of Directors of the American Bankers Association (ABA), ABA Government Relations Committee, ABA Payments Systems Advisory Council, and the ABA Venture Investment Committee. He also served on The Clearing House Real Time Payments Business Committee, the Board of Directors for the Mid-Size Bank Coalition of America, the Federal Reserve Bank Faster Payments Task Force Steering Committee, and the Colorado Bankers Association. In addition to industry-related work, Mr. Reuter has served on the boards of numerous nonprofits including: the American Cancer Society of Colorado’s CEOs Against Cancer; Women’s Foundation of Colorado; Special Olympics of Colorado; Ability Connection Colorado; Blind Institute of Technology; and Cerebral Palsy of Colorado. Mr. Reuter currently serves as Chair of the First Interstate BancSystem Foundation Board of Directors.

  10. Director and Director Nominee 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 |

  11. Director and Director Nominee Biographies

    | 14 | First Interstate BancSystem, Inc. |

  12. Director and Director Nominee 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 serves on the Advisory Council at the University of Chicago Harris School of Public Policy.

  13. Director and Director Nominee Biographies

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

  14. Director and Director Nominee Biographies

    | 15 | First Interstate BancSystem, Inc. |

  15. Director and Director Nominee Biographies

    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. 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, the cousin of Jonathan R. Scott, and the first cousin once- removed of Jeremy P. Scott, a director nominee. Mr. Heyneman was recommended for Board service by the Scott Family.

  16. Director and Director Nominee 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) •Technology, Innovation and Operations Committee | •None |

  17. Director and Director Nominee Biographies

    | 16 | First Interstate BancSystem, Inc. |

  18. Director and Director Nominee Biographies

    David L. Jahnke has been a director since September 2011, and served as Chair of the Board from May 2020 to May 2024 and as 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.

  19. Director and Director Nominee 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. | •Audit Committee •Governance and Nominating Committee | •Radius Recycling, Inc. (Lead Director, Audit, and Nominating and Corporate Governance (Chair) Committees) |

  20. Director and Director Nominee Biographies

    | 17 | First Interstate BancSystem, Inc. |

  21. Director and Director Nominee Biographies

    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.

  22. Director and Director Nominee Biographies

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

  23. Director and Director Nominee Biographies

    | 18 | First Interstate BancSystem, Inc. |

  24. Director and Director Nominee 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 prior to its acquisition by the Company. 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.

  25. Director and Director Nominee 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 (Chair) •Governance and Nominating Committee | •Hormel Foods Corporation (Compensation Committee Chair, Audit Committee) |

  26. Director and Director Nominee Biographies

    | 19 | First Interstate BancSystem, Inc. |

  27. Director and Director Nominee Biographies

    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. She previously served on the board of directors of MDU Resources Group, Inc. (NYSE: MDU) from 2003 to May 2023. 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.

  28. Director and Director Nominee 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 | •Compensation and Human Capital Committee •Governance and Nominating Committee | •Knife River Corporation (Audit Committee Chair) |

  29. Director and Director Nominee Biographies

    | 20 | First Interstate BancSystem, Inc. |

  30. Director and Director Nominee 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 was included in the U.S. Banker "25 Most Powerful Women in Banking and Finance" list multiple years and named one of the Top 100 FinTech leaders in Asia. Ms. Phillips previously served on the board of the Western Union Company (NYSE: WU) from 2020 to May 2023. She also serves on various non-profit boards including Girls Inc. NYC, the Smithsonian National Board, and the First Interstate BancSystem Foundation Board.

  31. Director and Director Nominee 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 Chair and Audit Committee) |

  32. Director and Director Nominee Biographies

    | 21 | First Interstate BancSystem, Inc. |

  33. Director and Director Nominee Biographies

    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, he served on the board of directors of Great Western Bancorp from 2011 until it was acquired by the Company in 2022. Mr. Rykhus currently serves on the boards of directors of several non-profit organizations and advises other businesses.

  34. Director and Director Nominee 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 |

  35. Director and Director Nominee Biographies

    | 22 | First Interstate BancSystem, Inc. |

  36. Director and Director Nominee Biographies

    Mr. Scott is a new director nominee and has been designated by the Scott Family to be nominated for election to serve on the Board pursuant to the Scott Family Stockholder Agreement. Since 2023, Mr. Scott has served as a Board observer pursuant to the Scott Family Stockholder Agreement. Mr. Scott serves as Co-Founder and Chief Executive Officer of J&G Brothers Biz, Inc., an e-commerce company that currently sells 500 unique products in 15 countries. Mr. Scott also serves as an owner and as a director of GP87 Inc., an international manufacturer of snowboard, ski, and surf equipment. Over the course of his career, Mr. Scott has founded or co-founded three businesses that, at their peaks, have collectively employed over 300 employees in total. Early in his career, Mr. Scott was employed by the Company in various roles, including as a credit analyst. Mr. Scott is based in Dayton, Wyoming and currently serves on the boards of directors of the First Interstate BancSystem Foundation, TRV Scholarship Fund, and Padlock Ranch Co. Mr. Scott holds a Bachelor’s degree in Business from Linfield University. Jeremy P. Scott is the great-nephew of James R. Scott and the cousin-once-removed of John M. Heyneman and Jonathan R. Scott.

  37. Director and Director Nominee Biographies

    | Qualifications | Committee Memberships | Additional Current Public Company Board Memberships | | •Business and leadership experience derived from founding multiple businesses •Understanding of the regional economies and communities the Company serves •Understanding of the Company’s business derived from serving as Board observer and as prior employee | •Not applicable | •None |

  38. Director and Director Nominee Biographies

    | 23 | First Interstate BancSystem, Inc. |

  39. Director and Director Nominee Biographies

    Corporate Governance

  40. Director Compensation Table

    Director Compensation Table

  41. Director Compensation Table

    | Name | Fees Earned or Paid In Cash(1)(2) | Stock Awards(3)(4) | All Other Compensation(5) | Total | | Stephen B. Bowman (6) | $101,225 | $129,993 | $— | $231,218 | | James P. Brannen(7) | 16,875 | — | — | 16,875 | | Alice S. Cho | 88,750 | 79,992 | 8,394 | 177,136 | | Frances P. Grieb | 95,000 | 79,992 | 10,915 | 185,907 | | Thomas E. Henning | 75,000 | 79,992 | 16,394 | 171,386 | | John M. Heyneman, Jr. | 82,125 | 79,992 | 16,311 | 178,428 | | David L. Jahnke(6) | 80,625 | 79,992 | 10,656 | 171,273 | | Dennis L. Johnson | 82,500 | 79,992 | 10,000 | 172,492 | | Stephen M. Lacy | 82,500 | 79,992 | 16,394 | 178,886 | | Patricia L. Moss | 75,000 | 79,992 | 6,394 | 161,386 | | Joyce A. Phillips | 86,500 | 79,992 | 6,394 | 172,886 | | James A. Reuter(8) | — | — | — | — | | Kevin P. Riley(8) | — | — | — | — | | Daniel A. Rykhus | 75,000 | 79,992 | 6,394 | 161,386 | | James R. Scott | 60,625 | 79,992 | 20,656 | 161,273 | | Jonathan R. Scott | 72,495 | 79,992 | 8,524 | 161,011 |

  42. Director Compensation Table

    (1) The amounts listed in this column include the retainer and committee fees paid by the Company to the non-employee directors in the 2024 calendar year. Committee assignments, retainers and committee fees are set for the period of June 1 through May 31. (2) Mr. Bowman elected to receive 50% of his 2024 cash retainer in restricted stock units (“RSUs”) and Mr. Jonathan Scott elected to receive 25% of his 2024 cash retainer in RSUs. (3) The amounts reflect the aggregate grant date fair value of RSUs granted to our non-employee directors in June 2024 computed in accordance with FASB ASC Topic 718. The grant date fair value of RSUs awarded in 2024 utilized the closing price of a share of our common stock on the trading day immediately prior to the grant date of $26.54. These RSUs vest on June 1, 2025, subject to the director’s provision of continuous service to the Company through the date of the annual meeting on May 20, 2025. (4) As of December 31, 2024, each non-employee director held 3,014 unvested RSUs, other than Mr. Bowman who held 6,781 unvested RSUs and Mr. Jonathan R. Scott who held 3,579 unvested RSUs. (5) The amounts in this column reflect (1) the amount of accrued cash dividend equivalent payments made upon the vesting of outstanding equity awards and delivery of shares underlying such equity awards in 2024, which had been granted in prior years, and (2) for certain of the directors, matching contributions made under First Interstate BancSystem Foundation’s Matching Gift program as follows: Ms. Cho, $2,000; Mr. Henning, $10,000; Mr. Heyneman, $9,917; Mr. Johnson, $10,000; Mr. Lacy, $10,000; and Mr. James Scott, $10,000. (6) Mr. Jahnke served as Chair of the Board until May 23, 2024, at which time Mr. Bowman became Chair of the Board. (7) Mr. Brannen’s service on the Board ended as of the 2024 annual meeting held in May 2024. (8) Mr. Reuter and Mr. Riley received no separate compensation for serving as a director, but were compensated in their capacity as President and Chief Executive Officer during their respective time serving in the role and their compensation is included herein in the “Summary Compensation Table.”

  43. 2024 Compensation Highlights

    to: •Total Shareholder Return (50%) and •Core Return on Average Equity (“Core ROAE”) (50%) In addition, based on common peer practices, the minimum performance threshold required to achieve a minimum vesting of 50% was changed from the 35th percentile to the 25th percentile. Additional details of our 2024 LTI Plan are provided under the heading “2024 Long-Term Incentive Plan”. 2022 Performance Award Vesting: Performance-based restricted stock awards (“RSAs”) granted to our NEOs in 2022 under our 2022 LTI Plan were scheduled to vest on March 15, 2025 based on the performance measurement period that was completed on December 31, 2024. Neither of the performance metrics achieved threshold performance, which resulted in none of the 2022 performance-based RSAs vesting. Details are provided under the heading “2022 Long-Term Incentive Performance Results”.

  44. Say on Pay Results

    | What We Do... | | What We Do Not Do... | | | ☑ | Emphasize pay for performance | ☒ | Allow for short-selling, hedging, or pledging of Company securities, subject to limited exceptions for certain pre-existing pledging arrangements | | ☑ | 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 |

  45. 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.

  46. 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 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 generally remained unchanged from the prior year, were approved by the Compensation Committee in 2023 as our peer group for purposes of setting compensation levels for 2024:

  47. Role of Peer Group Market Analysis

    | 51 | First Interstate BancSystem, Inc. |

  48. Role of Peer Group Market Analysis

    | Ameris Bancorp | Old National Bancorp, Inc. | | Associated Banc-Corp | Pacific Premier Bancorp, Inc. | | BankUnited, Inc. | PacWest Bancorp | | Cadence Bank | Pinnacle Financial Partners, Inc. | | Columbia Banking System, Inc.(1) | 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. | United Bankshares, Inc. | | Hancock Whitney Corporation | Valley National Bancorp |

  49. Role of Peer Group Market Analysis

    (1) In 2023, Umpqua Holdings Corporation merged with and into Columbia Banking System, Inc., with Columbia Banking System, Inc. as the surviving corporation.

  50. Short-Term Incentives

    Short-Term Incentives Consistent with the overall compensation philosophy of paying for performance, our executive officers are eligible for annual short-term incentives that are linked to Company performance-based quantitative metrics and individual performance-based qualitative measures. The Compensation Committee approves: •financial metrics to be utilized each year for the funding of the short-term Company performance-based quantitative measurement; and •Company-wide and/or individual performance-based qualitative discretionary adjustments to the funding results of the Company performance-based quantitative metrics. Our NEOs’ target opportunity for the short-term incentive awards is based on a percentage of base salary.

  51. Short-Term Incentives

    | 52 | First Interstate BancSystem, Inc. |

  52. Short-Term Incentives

    The annual STI Plan Company performance-based quantitative award opportunities are established in the first quarter of each year at threshold, target, and maximum levels. The funding percentage between threshold and maximum performance levels is interpolated on a linear basis, with 0% funding for Company performance below the threshold level. For the 2024 STI Plan, the threshold funding is set at 50% of target levels, and the maximum funding (prior to the application of any Committee-determined modifier and/or individual performance-based qualitative amount) is capped at 200% of target levels. The Company performance-based quantitative portion of the 2024 STI Plan for the NEOs was based on three metrics: two related to our 2024 financial performance as compared with initial budget expectations; and one credit quality metric measured relative to peer performance, as follows:

  53. Short-Term Incentives

    | Metric | Weight | Description | | Adjusted Pre-Provision Net Revenue (PPNR) Earnings per Share | 50% | Adjusted PPNR Earnings per Share is calculated as Adjusted PPNR divided by weighted-average diluted shares outstanding. Adjusted PPNR, for purposes of this calculation, is defined as net revenue, adjusted for securities gains or losses, amortization of intangibles, OREO expenses and short-term incentive accrued over 100%, as compared to budget, and non-recurring items being defined by S&P Global (or its successor), including net gains on disposition of premises and equipment, FDIC special assessments and CEO retirement costs. | | Adjusted Non-Interest Expenses/Total Average Assets | 25% | Adjusted Non-Interest Expenses / Total Average Assets is calculated as Adjusted Non-Interest Expenses divided by total average assets. Adjusted Non-Interest Expenses, for purposes of this calculation, is defined as non-interest expenses, adjusted for amortization of intangibles, OREO expenses and short-term incentive accrued over 100%, as compared to budget, and non-recurring items being defined by S&P Global (or its successor), including FDIC special assessments and CEO retirement costs. | | Relative NPAs/Total Assets | 25% | Relative NPAs, as calculated in accordance with GAAP and include non-performing loans and OREO, is divided by total assets. Based on a percentile ranking of Company results relative to peer performance. The peer group is composed of those companies included in the KBW Regional Banking Index (KRX Index) that continue to trade on a major exchange throughout the entire performance period. |

  54. Short-Term Incentives

    The Compensation Committee believed that these metrics demonstrated a link between the Company’s goals and the outcomes intended to be achieved by the Company in 2024. The Compensation Committee believes that individual performance should be considered in awarding short term incentives to the NEOs. As a result, based on individual performance, the CEO may make recommendations to the Compensation Committee for a short-term incentive award adjustment for a particular NEO (other than the CEO) in lieu of the Company performance quantitative funding percentage. Under the annual STI Plan and authority specified in its charter, the Compensation Committee has the ability to utilize discretion to adjust the payouts for the NEOs if deemed warranted by the Compensation Committee. The Compensation Committee approves the short-term incentives for our non-CEO NEOs, and the Board approves the short-term incentive for the CEO.

  55. Short-Term Incentives

    | 53 | First Interstate BancSystem, Inc. |

  56. 2024 STI Plan - Company Performance-Based Quantitative Results

    2024 STI Plan - Company Performance-Based Quantitative Results Short-term incentive goals and performance outcomes for the funding of the 2024 STI Plan were as follows:

  57. 2024 STI Plan - Company Performance-Based Quantitative Results

    | Performance Measure | Weight | Minimum Performance | Target Performance | Maximum Performance | Performance Result | Weighted Payout % | | Adjusted PPNR Earnings per Share | 50% | $2.72 | $3.40 | $4.42 | $3.71 | 65.2% | | Adjusted Non-Interest Expenses/Total Average Assets | 25% | 2.20% | 2.10% | 2.00% | 2.04% | 40.0% | | Relative NPAs/Total Assets | 25% | 25th percentile | 50th percentile | 75th percentile | 40.8% | 20.4% | | 2024 STI Plan Funding Results | | 50% | 100% | 200% | | 125.6% |

  58. 2024 STI Plan - Target Opportunities and Payouts

    2024 STI Plan - Target Opportunities and Payouts As described above, the Company performance-based formula that drove the quantitative results initially funded the 2024 STI Plan at 125.6%. However, the Compensation Committee exercised its discretion, as permitted under its charter, to limit the NEO’s 2024 STI Plan payouts to 100% of their respective targets. In making this decision, the Compensation Committee considered the Company’s performance relative to peers and the impact of the significant level of charge-offs of non- performing loans during 2024 that resulted in funding of the NPA/Total Assets performance metric. The following table shows the 2024 STI Plan target opportunities, and the amounts approved by the Compensation Committee for our non-CEO NEOs and by the Board for our CEO.

  59. 2024 STI Plan - Target Opportunities and Payouts

    | | | Target Payout Opportunity | | Actual Payouts | | | Officer | 12/31/2024 Base Salary ($) | Target (%)(1) | Target Amount ($) | Payout (%) | Payout Amount ($) | | James A. Reuter(2) | 1,000,000 | 120 | 200,000 | 100 | 200,000 | | Marcy D. Mutch | 539,954 | 80 | 431,963 | 100 | 431,963 | | Lorrie F. Asker | 440,000 | 80 | 352,000 | 100 | 352,000 | | Kirk D. Jensen | 412,402 | 70 | 288,681 | 100 | 288,681 | | Kristina R. Robbins | 400,000 | 70 | 280,000 | 100 | 280,000 | | Kevin P. Riley(3) | 978,540 | 120 | 1,174,248 | 100 | 1,174,248 |

  60. 2024 STI Plan - Target Opportunities and Payouts

    (1) For the 2024 STI Plan, each NEO’s STI target was increased by 10% as compared to the 2023 STI Plan. (2) Pursuant to his employment agreement, Mr. Reuter’s 2024 STI Plan target opportunity was pro-rated from his start date of November 1, 2024 through December 31, 2024. (3) Pursuant to the Riley Transition Agreement, Mr. Riley was entitled to continue to participate in the 2024 STI Plan in full based on his original 2024 STI Plan target opportunity.

  61. 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, as amended (the “2023 Plan”), awards are granted to enhance our ability to attract, retain, and motivate employees by providing our employees 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.

  62. Long-Term Incentives

    | 54 | First Interstate BancSystem, Inc. |

  63. 2024 Long-Term Incentive Plan

    2024 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. Based on common peer practices, management recommended and the Compensation Committee approved changes to the 2024 PRSUs issued as part of our 2024 LTI Plan to (1) switch one of the metrics from Adjusted ROAE to Core ROAE, and (2) to update the minimum performance threshold from the 35th percentile to the 25th percentile to achieve minimum performance vesting of 50% of target.

  64. 2024 Long-Term Incentive Plan

    | Type | Weight | Description | | Performance Restricted Stock Units (PRSUs) | 60% | •Relative Performance: Based on results compared to peers in the KBW Regional Banking Index (KRX Index) •Performance Metrics: ◦50% Core ROAE ◦50% Total Shareholder Return •Performance Measurement Period: 3 years (1/1/2024-12/31/2026) •Vesting: 3 years after grant date, subject to continued employment and performance criteria •Payout range: 50-200% of target, if minimum performance thresholds are not met 0% of the award will vest | | Restricted Stock Units (RSUs) | 40% | •Vesting: Time-based vesting 1/3 each year for 3 years, subject to continued employment |

  65. 2024 Long-Term Incentive Plan

    For the PRSUs, performance and payout ranges are established at threshold, target, and maximum levels. 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 are interpolated on a linear basis. Relative performance results are 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.

  66. 2024 Long-Term Incentive Plan

    | Performance Level | Percentile Ranking | Payout Range (% of Target) | | - | Below 25th percentile | 0% | | Threshold | 25th percentile | 50% | | Target | 50th percentile | 100% | | Maximum | 90th percentile | 200% |

  67. 2024 Long-Term Incentive Plan

    For purposes of the 2024 PRSUs, Core ROAE is calculated as Core Income divided by average common shareholders’ equity. Core Income, for purposes of this calculation has the same meaning as defined by S&P Global (or its successor), and generally means net income after taxes and before extraordinary items, less net income attributable to noncontrolling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and certain items deemed by S&P Global to be nonrecurring, including, as applicable, net gains on disposition of premises and equipment, FDIC special assessments and CEO retirement costs, each of which are calculated on an after-tax basis. Core ROAE is calculated as an average for each of the three calendar years of the performance period for the Company and all comparator banks in the KRX Index regardless of each entity’s fiscal year end. Total Shareholder Return is calculated based on 20- trading day average periods prior to the beginning and end of the performance period and assumes any dividends in the beginning average and performance period are reinvested as of the payment date.

  68. 2024 Long-Term Incentive Plan

    | 55 | First Interstate BancSystem, Inc. |

  69. 2024 Long-Term Incentives Granted

    2024 Long-Term Incentives Granted The target LTI Plan 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 their pay levels to market data prepared by Pearl Meyer to assess the competitiveness of long-term incentive targets and overall total compensation. Based on this review, for the 2024 LTI Plan, each NEO’s 2024 LTI Plan target was increased by 20%, except Mr. Riley whose 2024 LTI Plan target was increased by 10%. The table below reflects the 2024 LTI Plan award target values and amounts approved by the Compensation Committee for each of our non-CEO NEOs and by the Board for our CEO.

  70. 2024 Long-Term Incentives Granted

    | | | Target Award | | PRSUs/RSUs Awarded | | | Officer | Base Salary at Grant Date ($) | Target (%) | Target LTI ($) | PRSUs at Target (#)(1) | RSUs (#)(1) | | James A. Reuter(2) | — | — | — | — | — | | Marcy D. Mutch(3) | 539,954 | 120 | 647,945 | 15,538 | 10,359 | | Lorrie F. Asker | 440,000 | 120 | 528,000 | 12,660 | 8,443 | | Kirk D. Jensen | 412,402 | 90 | 371,162 | 8,900 | 5,934 | | Kristina R. Robbins | 351,000 | 90 | 315,900 | 7,574 | 5,051 | | Kevin P. Riley(3) | 978,540 | 250 | 2,446,350 | 58,664 | 39,111 |

  71. 2024 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 March 15 grant date of $25.02, rounded down to the nearest whole share. (2) Mr. Reuter was not employed by the Company at the time 2024 LTI Plan awards were granted. See “Appointment of James A. Reuter” for information regarding Mr. Reuter’s Sign-on Grant. (3) In 2024, Ms. Mutch and Mr. Riley each attained the age of 65 and became retirement eligible under the terms of the respective award agreements. Upon becoming retirement eligible under the terms of the respective award agreements in 2024: (i) their 2024 RSUs vested 100% as of such date, and (ii) they became entitled to receive their 2024 PRSUs following the end of the originally scheduled three-year performance period, with vesting based on achievement of specified performance conditions as outlined in the respective award agreement, in each case subject to certain forfeiture events, including a termination for cause or a clawback event under our clawback policy. For additional information regarding long-term incentives granted to our NEOs in 2024, see the information provided under the caption “Grants of Plan-Based Awards”. Grant date fair value calculations for the respective awards can be found within the footnotes provided under the Summary Compensation Table included in this proxy statement.

  72. 2022 Long-Term Incentive Performance Results

    2022 Long-Term Incentive Performance Results Performance-based RSAs granted to our NEOs in 2022 as part of the 2022 LTI Plan were scheduled to vest on March 15, 2025. The performance measurement period for this award was from January 1, 2022 through December 31, 2024 and was based upon the Company’s performance on Adjusted ROAE and Total Shareholder Return relative to companies of the KRX Index. Neither of the performance metrics achieved threshold performance, which resulted in none of the 2022 performance-based RSAs vesting. For purposes of the 2022 performance-based RSAs, Adjusted ROAE is calculated as Adjusted Net Income divided by average common shareholders’ equity. Adjusted Net Income, for purposes of this calculation, generally means net income before income tax, minus non-recurring revenue items, plus non-recurring expense items, with non-recurring items being defined by S&P Global (or its successor), including, as applicable, net gains on disposition of premises and equipment, FDIC special assessments and CEO retirement costs. Adjusted ROAE was calculated as an average of the respective measures for each of the three calendar years of the performance period for the Company and all comparator banks, regardless of each entity’s fiscal year end.

  73. 2022 Long-Term Incentive Performance Results

    | 56 | First Interstate BancSystem, Inc. |

  74. 2022 Long-Term Incentive Performance Results

    Total Shareholder Return was calculated, for purposes of the 2022 performance-based RSAs, using a closing price average of the 20 trading days immediately prior to the performance period and last 20 trading days of the performance period. Relative performance results for Total Shareholder Return and Adjusted ROAE is calculated separately, with total shares vested and additional shares issued, if any, based on the sum of the results for the two metrics weighted equally. The performance results were as follows:

  75. 2022 Long-Term Incentive Performance Results

    | Performance Metric | Percentile Rank | Unweighted % of Target Award | Goal Weight | Vesting % | | Adjusted ROAE | 28% | —% | 50% | —% | | Total Shareholder Return | 21% | —% | 50% | —% | | Total | | | 100% | —% |

  76. 2022 Long-Term Incentive Performance Results

    The following chart shows the vesting results applied to the 2022 performance-based RSAs for the NEOs who were impacted:

  77. 2022 Long-Term Incentive Performance Results

    | Officer | 2022 Performance RSAs Granted at Target (#) | 2022 Performance RSAs Vested (#) | | Marcy D. Mutch | 6,922 | — | | Lorrie F. Asker | 1,923 | — | | Kirk D. Jensen | 3,524 | — | | Kristina R. Robbins | 2,307 | — | | Kevin P. Riley | 28,675 | — |

  78. Policies and Practices for Granting Certain Equity Awards

    Policies and Practices for Granting Certain Equity Awards Equity awards are discretionary and are generally granted to our named executive officers on March 15th of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer, the Compensation and Human Capital Committee may approve grants to be effective at other times. The Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. The Company does not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of executive compensation.

  79. 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 Certain Termination Events” included elsewhere in this proxy statement.

  80. 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 RSUs that vest ratably over three years and PRSUs 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. |

  81. 2024 Summary Compensation Table

    2024 Summary Compensation Table The table below summarizes the total compensation paid or earned by each of the NEOs for 2024, 2023, and 2022, as required by applicable rules of the SEC.

  82. 2024 Summary Compensation Table

    | Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards (1)(2)(3) ($) | Non-Equity Incentive Plan Compensation (4)($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings (5)($) | All Other Compensation (6)($) | Total ($) | | James A. Reuter(7) | 2024 | 138,462 | — | 2,117,821 | 200,000 | — | 84,523 | 2,540,806 | | President & | | | | | | | | | | Chief Executive Officer | | | | | | | | | | Marcy D. Mutch | 2024 | 539,954 | — | 637,610 | 431,963 | — | 47,985 | 1,657,512 | | Exec. Vice President & | 2023 | 533,801 | — | 482,881 | 75,594 | — | 37,480 | 1,129,756 | | Chief Financial Officer | 2022 | 494,926 | — | 448,174 | 610,000 | — | 37,822 | 1,590,922 | | Lorrie F. Asker | 2024 | 440,000 | — | 519,579 | 352,000 | — | 40,979 | 1,352,558 | | Exec. Vice President & | 2023 | 377,885 | — | 268,317 | 61,600 | — | 22,690 | 730,492 | | Chief Banking Officer | | | | | | | | | | Kirk D. Jensen | 2024 | 412,402 | — | 365,229 | 288,682 | — | 44,415 | 1,110,728 | | Exec. Vice President & | 2023 | 407,703 | — | 251,430 | 49,488 | — | 33,292 | 741,913 | | General Counsel | 2022 | 376,514 | — | 228,166 | 378,035 | 18 | 29,670 | 1,012,403 | | Kristina R. Robbins | 2024 | 366,077 | — | 310,841 | 280,000 | — | 36,333 | 993,251 | | Exec. Vice President & | 2023 | 347,000 | — | 207,518 | 42,120 | — | 34,395 | 631,033 | | Chief Operations Officer | | | | | | | | | | Kevin P. Riley(8) | 2024 | 843,050 | — | 2,407,319 | 1,174,248 | — | 445,952 | 4,870,569 | | Former President & | 2023 | 971,372 | — | 1,890,589 | 215,279 | — | 307,656 | 3,384,896 | | Chief Executive Officer | 2022 | 922,564 | — | 1,856,680 | 1,537,706 | — | 300,134 | 4,617,084 |

  83. 2024 Summary Compensation Table

    (1) The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of equity awards granted determined in accordance with FASB ASC Topic 718. The grant date fair value of the time-based RSUs and time-based RSAs utilized the closing price of a share of our common stock on the trading day immediately prior to the grant date in each year as follows: for 2024, $25.02 for RSUs granted under the LTI program and $30.80 for Mr. Reuter’s RSUs granted upon his start date as President and Chief Executive Officer; for 2023, $24.04 for RSUs granted under the LTI program, $31.17 for a one-time special grant of RSAs, $36.45 for Ms. Asker’s RSA award upon appointment as the Chief Banking Officer; and for 2022, $39.00 for RSAs granted under the LTI program. (2) The value for the performance-based awards included in the stock awards aggregate total assume target level performance. As the performance-based awards are based on separate measurements of the Company’s financial performance, the portion of the PRSU awards attributed to Core ROAE for 2024 PRSUs and Adjusted ROAE for 2023 PRSUs and 2022 performance-based RSAs have a grant date fair value of $25.02, $24.04 and $39.00 per share, respectively. For the PRSU awards with performance vesting related to Total Shareholder Return in 2024 and 2023, as well as the 2022 performance- based RSAs, the grant date fair values were determined using a Monte Carlo valuation method. The key assumptions used in the valuation were: (a) volatility; (b) correlations; and (c) the risk-free rate of return. Based on these assumptions, the awards were valued at $23.69, $14.24, and $38.50 per share, respectively. For Mr. Reuter’s PRSU award granted on his start date of November 1, 2024, the Monte Carlo value was $36.85 per share. Grant date fair values assuming maximum performance levels are achieved for the 2024 PRSU awards would be $2,635,644 for Mr. Reuter, $756,856 for Ms. Mutch, $616,669 for Ms. Asker, $433,519 for Mr. Jensen, $368,930 for Ms. Robbins, and $2,857,523 for Mr. Riley. (3) The stock awards for each NEO consists of the following for the applicable periods during which they qualified as a NEO for the Company:

  84. 2024 Summary Compensation Table

    | 61 | First Interstate BancSystem, Inc. |

  85. 2024 Summary Compensation Table

    | Name | Year | Time-Based Restricted Equity Awards (#) | Performance-Based Restricted Equity Awards (#)(a) | | James A. Reuter | 2024 | 25,974 | 38,960 | | Marcy D. Mutch | 2024 | 10,359 | 15,538 | | | 2023 | 10,695 | 10,393 | | | 2022 | 4,614 | 6,922 | | Lorrie F. Asker | 2024 | 8,443 | 12,660 | | | 2023 | 6,367 | 3,849 | | Kirk D. Jensen | 2024 | 5,934 | 8,900 | | | 2023 | 5,502 | 5,556 | | | 2022 | 2,349 | 3,524 | | Kristina R. Robbins | 2024 | 5,051 | 7,574 | | | 2023 | 4,475 | 4,729 | | Kevin P. Riley | 2024 | 39,111 | 58,664 | | | 2023 | 39,789 | 45,206 | | | 2022 | 19,116 | 28,675 |

  86. 2024 Summary Compensation Table

    (a) The number of performance-based awards assumes target level performance. (4) The values shown for 2024 are the final payouts under the 2024 STI Plan. For more information regarding our 2024 STI Plan, see “Short-Term Incentives” in CD&A. (5) The Company does not provide above-market or preferential earnings on deferred compensation. See the information provided under “2024 Non-Qualified Deferred Compensation Table” included in this proxy statement for information about deferred compensation. (6) The amount of “All Other Compensation” consists of the following for each NEO:

  87. 2024 Summary Compensation Table

    | Name | 401K Match ($) | Personal Use of Company Vehicle/ Aircraft ($) | SERP Contribution ($) | Dividends on Equity Awards(a) ($) | Social Club Dues ($) | Relocation Expenses ($) | Matching Charitable Contributions(b) ($) | Other (c)(d) ($) | Total ($) | | James A. Reuter | 6,923 | — | — | — | — | 50,000 | 5,100 | 22,500 | 84,523 | | Marcy D. Mutch | 20,700 | — | — | 14,411 | 2,874 | | 10,000 | | 47,985 | | Lorrie F. Asker | 20,700 | — | — | 7,789 | — | 11,690 | 800 | | 40,979 | | Kirk D. Jensen | 20,700 | — | — | 7,175 | 6,540 | | 10,000 | | 44,415 | | Kristina R. Robbins | 15,657 | — | — | 7,796 | 12,880 | | — | | 36,333 | | Kevin P. Riley | 20,700 | 11,968 | 195,708 | 49,100 | 6,360 | | — | 162,116 | 445,952 |

  88. 2024 Summary Compensation Table

    (a) These amounts reflect cash dividend equivalent payments made to each NEO in 2024 on time-based RSUs and RSAs. (b) The amounts shown in this column reflect matching contributions made under First Interstate BancSystem Foundation’s Matching Gift Program. (c) For Mr. Reuter, the amount reflects reasonable and customary attorneys’ fees reimbursed by the Company in connection with the review and finalization of his employment agreement. (d) For Mr. Riley, the amount reflects (1) reasonable and customary attorneys’ fees reimbursed by the Company in connection with the review and finalization of the Riley Transition Agreement, in the amount of $26,626, and (2) compensation received in 2024 while serving in the capacity of Special Advisor to the Chair of the Board following his retirement as President and Chief Executive Officer, effective November 1, 2024, in the amount of $135,490.

  89. 2024 Summary Compensation Table

    | 62 | First Interstate BancSystem, Inc. |

  90. 2024 Summary Compensation Table

    (7) Mr. Reuter was appointed as President and Chief Executive Officer, effective November 1, 2024. See “NEO Agreements— James A. Reuter” for additional information regarding Mr. Reuter’s employment agreement. (8) Mr. Riley retired as President and Chief Executive Officer, effective November 1, 2024. From November 1, 2024 to January 1, 2025, Mr. Riley remained employed by the Company as Special Advisor to the Chair of the Board pursuant to the terms of the Riley Transition Agreement. See “—Transition Agreement with Mr. Riley” herein for additional information regarding the Riley Transition Agreement and related compensation payable to Mr. Riley.

  91. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  92. Grants of Plan-Based Awards

    | | | | | | | | | | | All Other Awards | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Stock Awards: Number of Shares or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | James A. Reuter | STI | | | 100,000 | 200,000 | 400,000 | — | — | — | — | — | | | Sign-On Grant(5) | 11/1/2024 | 10/16/2024 | — | — | — | — | — | — | 25,974 | 799,999 | | | Sign-On Grant(5) | 11/1/2024 | 10/16/2024 | — | — | — | 19,480 | 38,960 | 77,920 | — | 1,317,822 | | Marcy D. Mutch | STI | | | 215,982 | 431,963 | 863,926 | — | — | — | — | — | | | 2024 LTI(6) | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 10,359 | 259,182 | | | 2024 LTI(6) | 3/15/2024 | 3/15/2024 | — | — | — | 7,769 | 15,538 | 31,076 | — | 378,428 | | Lorrie F. Asker | STI | | | 176,000 | 352,000 | 704,000 | — | — | — | — | — | | | 2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 8,443 | 211,244 | | | 2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | 6,330 | 12,660 | 25,320 | | 308,335 | | Kirk D. Jensen | STI | | | 144,341 | 288,682 | 577,364 | — | — | — | — | — | | | 2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 5,934 | 148,469 | | | 2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | 4,450 | 8,900 | 17,800 | — | 216,760 | | Kristina R. Robbins | STI | | | 140,000 | 280,000 | 560,000 | — | — | — | — | — | | | 2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 5,051 | 126,376 | | | 2024 LTI | 3/15/2024 | 3/15/2024 | — | — | — | 3,787 | 7,574 | 15,148 | | 184,465 | | Kevin P. Riley | STI | | | 587,124 | 1,174,248 | 2,348,496 | — | — | — | — | — | | | 2024 LTI(6) | 3/15/2024 | 3/15/2024 | — | — | — | — | — | — | 39,111 | 978,557 | | | 2024 LTI(6) | 3/15/2024 | 3/15/2024 | — | — | — | 29,332 | 58,664 | 117,328 | — | 1,428,762 |

  93. Grants of Plan-Based Awards

    (1) This represents the range of possible payouts for the 2024 STI Plan under our annual STI Plan as discussed under the heading “Short-Term Incentives” in CD&A. (2) For all NEOs except Mr. Reuter, this represents the range of possible payouts for the PRSU awards granted under our 2024 LTI Plan. For all NEOs except Mr. Reuter, vesting of any earned PRSUs generally occurs, depending on achievement in the three-year performance period ending on December 31, 2026, on March 15, 2027. Additional details of our PRSU awards are discussed under the heading “2024 Long-Term Incentives Granted” in CD&A. For Mr. Reuter, the amount reflects a PRSU award granted on his start date of November 1, 2024, as further described in footnote 5 below. (3) For all NEOs except Mr. Reuter, this represents the time-based RSU awards granted under our 2024 LTI Plan, which have a three-year graded vesting period with 1/3 of the award vesting each year. Additional details of these RSUs are described under the heading “2024 Long-Term Incentives Granted” in CD&A. For Mr. Reuter, the amount reflects a time-based RSU award granted on his start date of November 1, 2024, as further described in footnote 5 below. (4) The grant date fair value listed in the chart above is reflective of FASB ASC Topic 718. See footnotes 1 and 2 of the Summary Compensation Table for further details. (5) Mr. Reuter received a grant of RSU and PRSU awards on his start date of November 1, 2024. The RSU award will generally vest on November 1, 2029. The PRSU award has a five-year performance period (January 1, 2025 through December 31, 2029) and will generally vest on March 15, 2030 based on the Company’s Total Shareholder Return (50%) and Core ROAE (50%) relative to peers on the KRX Index with the same performance thresholds and maximums as the PRSUs granted under our 2024 LTI Plan. Additional details of Mr. Reuter’s RSU and PRSU awards are described in CD&A and below under the heading “NEO Agreements—James A. Reuter”.

  94. Grants of Plan-Based Awards

    | 64 | First Interstate BancSystem, Inc. |

  95. Grants of Plan-Based Awards

    (6) In 2024, Ms. Mutch and Mr. Riley each attained the age of 65 and became retirement eligible under the terms of the respective award agreements. Upon becoming retirement eligible under the terms of the respective award agreements in 2024: (i) their 2024 RSUs vested 100% as of such date, and (ii) they became entitled to receive their 2024 PRSUs following the end of the originally scheduled three-year performance period, with vesting based on achievement of specified performance conditions as outlined in the respective award agreement, in each case subject to certain forfeiture events as discussed below (see “Outstanding Equity Awards as of December 31, 2024”).

  96. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024

  97. Outstanding Equity Awards as of December 31, 2024

    | | | Stock Awards | | | | | | | Time-based | | Performance-based | | | Name | Award | 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) | | James A. Reuter | Sign-On Grant (4) | 25,974 | 843,376 | 38,960 | 1,265,031 | | Marcy D. Mutch | 2024 LTI (5) | — | — | 15,538 | 504,519 | | | 2023 LTI (6) | — | — | 5,197 | 168,730 | | | 2023 RSA one-time (7) | 3,766 | 122,282 | — | — | | | 2022 LTI (9) | 1,538 | 49,939 | — | — | | Lorrie F. Asker | 2024 LTI (5) | 8,443 | 274,144 | 12,660 | 411,070 | | | 2023 LTI (6) | 1,711 | 55,556 | 1,925 | 62,489 | | | 2023 RSA one-time (7) | 1,058 | 34,353 | — | — | | | 2023 RSA Ad-hoc (8) | 1,829 | 59,388 | — | — | | | 2022 LTI (9) | 428 | 13,897 | 962 | 31,220 | | Kirk D. Jensen | 2024 LTI (5) | 5,934 | 192,677 | 8,900 | 288,983 | | | 2023 LTI (6) | 2,470 | 80,201 | 2,778 | 90,202 | | | 2023 RSA one-time (7) | 1,798 | 58,381 | — | — | | | 2022 LTI (9) | 783 | 25,424 | 1,762 | 57,212 | | Kristina R. Robbins | 2024 LTI (5) | 5,051 | 164,006 | 7,574 | 245,928 | | | 2023 LTI (6) | 2,102 | 68,252 | 2,365 | 76,775 | | | 2023 RSA one-time (7) | 1,322 | 42,925 | — | — | | | 2022 LTI (9) | 513 | 16,657 | 1,154 | 37,454 | | | 2022 RSA Ad-hoc (10) | 876 | 28,444 | — | — | | Kevin P. Riley | 2024 LTI (5) | — | — | 58,664 | 1,904,820 | | | 2023 LTI (6) | — | — | 22,603 | 733,919 | | | 2023 RSA one-time (7) | 9,652 | 313,400 | — | — | | | 2022 LTI (9) | 6,372 | 206,899 | — | — |

  98. Outstanding Equity Awards as of December 31, 2024

    (1) Represents unvested time-based RSAs/RSUs, which vest contingent on continued employment. In 2024, Ms. Mutch and Mr. Riley each attained the age of 65 and became retirement eligible under the terms of the respective award agreements. Upon becoming retirement eligible under the terms of the respective time-based award agreements in 2024: (i) their 2024 and 2023 RSUs vested 100% as of such date, as further described below (see “Stock Awards Vested During 2024”), and (ii) they became entitled to receive their 2023 and 2022 time-based RSAs upon the earlier of their separation date or the originally scheduled vesting date. (2) Represents the number of PSA/PRSUs outstanding as of December 31, 2024, reported in accordance with applicable SEC rules. For performance-based RSAs granted in 2022 and PRSUs granted in 2023, reflects payouts at threshold level. For PRSUs granted in 2024, reflects payout at target level. The actual number of shares to vest will be based upon achievement of specified performance conditions and continued employment. For Ms. Mutch and Mr. Riley, upon becoming retirement eligible under the terms of the respective performance-based award agreements in 2024: (i) they became entitled to

  99. Outstanding Equity Awards as of December 31, 2024

    | 65 | First Interstate BancSystem, Inc. |

  100. Outstanding Equity Awards as of December 31, 2024

    receive their 2024 and 2023 PRSUs following the end of the originally scheduled three-year performance period, with vesting based on achievement of specified performance conditions as outlined in the respective award agreements, subject to certain forfeiture events, including a termination for cause or a clawback event under our clawback policy, and (ii) their 2022 performance-based RSAs became eligible to vest on December 31, 2024 following the end of the three-year performance period, although none actually vested on December 31, 2024 because threshold performance was not attained. (3) Market value is based on closing price of the common stock as of December 31, 2024 of $32.47 per share. (4) Represents the award granted to Mr. Reuter in November 2024 on his start date as President and Chief Executive Officer. The RSUs are generally scheduled to vest on November 1, 2029. The PRSUs are subject to a five-year performance period ending December 31, 2029 with a vest date of March 15, 2030. Further details are provided above under the heading “Grants of Plan Based Awards” and below under the heading “NEO Agreements—James A. Reuter”. (5) Represents the outstanding LTI award granted on March 15, 2024. The PRSUs are subject to a three-year performance period ending December 31, 2026 with a vest date of March 15, 2027. The RSUs are scheduled to vest equally over three years on March 15, 2025, 2026, and 2027. (6) Represents the outstanding LTI award granted on May 24, 2023. The PRSUs are subject to a three-year performance period ending December 31, 2025 with a vest date of March 15, 2026. The RSUs are scheduled to vest in equal parts on March 15, 2025 and 2026. (7) Represents the outstanding one-time special RSA awards granted on March 15, 2023 which vested on March 15, 2025. (8) Represents the outstanding RSAs of the award granted to Ms. Asker on February 9, 2023 upon being appointed as the interim Chief Banking Officer. 914 RSAs vested on February 9, 2025 and the remaining 915 RSAs will vest on February 9, 2026. (9) Represents the outstanding LTI award granted on March 15, 2022. The performance-based RSAs were subject to a three- year performance period that ended on December 31, 2024 with a vest date of March 15, 2025. As described in CD&A and under the heading “2022 Long-Term Incentive Performance Results”, the 2022 performance-based RSAs did not achieve threshold performance and, as a result, none of the performance-based RSAs vested on March 15, 2025. The time-based RSAs vested on March 15, 2025. (10) Represents the outstanding RSAs of the award granted to Ms. Robbins on May 28, 2022 upon becoming the Chief Operations Officer. The RSAs are scheduled to vest on May 28, 2025.

  101. 2024 Non-Qualified Deferred Compensation

    2024 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 and active members of the Board. 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 incentive bonuses and other remuneration earned, subject to minimum and maximum limitations set forth under the plan. 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 to change the time and/or form of a scheduled distribution in accordance with procedures established by the plan administrator, provided that such election to change the time or form of a payment must be made at least 12 months prior to the date on which the payment is scheduled to be made, the payment must be deferred for at least five years from the date the payment would have otherwise been made and the election cannot take effect until at least 12 months after the date on which it is made. Distribution elections and subsequent distribution elections are required to be made in accordance with Section 409A of the Code. We make discretionary matching contributions to the Deferred Compensation Plan with respect to each employee participant who has elected to defer base salary compensation. Other Company contributions on behalf of a participant may be made to a participant at the discretion of our Board. The deferral account of each participant is credited with investment earnings or losses based upon the performance of the underlying hypothetical investments suggested 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, 2024.

  102. 2024 Non-Qualified Deferred Compensation

    | Name | Plan | 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) | | James A. Reuter | — | — | — | — | — | — | | Marcy D. Mutch | DCP | 22,678 | — | 54,376 | — | 638,736 | | | 2023 Plan - RSUs(4) | 472,887 | — | 41,116 | — | 514,003 | | Lorrie F. Asker | DCP | — | — | 6,231 | — | 55,403 | | Kirk D. Jensen | DCP | — | — | 63 | — | 1,288 | | Kristina R. Robbins | — | — | — | — | — | — | | Kevin P. Riley | DCP | 21,528 | 195,708 | 483,183 | — | 4,977,700 | | | 2023 Plan - RSUs(4) | 1,635,187 | — | 398,940 | — | 2,034,127 |

  103. 2024 Non-Qualified Deferred Compensation

    (1) The amounts in column (b) are reflective of: (1) with respect to the Deferred Compensation Plan, or DCP, salary and/or short-term incentives that were deferred into the DCP in 2024, and (2) with respect to the 2023 Plan, the 2023 and 2024 RSUs that vested upon reaching retirement age of 65 in 2024. The original grant date fair value of the 2024 RSUs are included in the “Stock Awards” column of the Summary Compensation Table for 2024. The original grant date fair value of the 2023 RSUs was previously reported in Summary Compensation Table for 2023. (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 2024 calendar year. (3) With respect to the DCP, the amounts in this column show earnings tied to changes in the value of publicly traded investment funds. With respect to the 2023 Plan, the amounts in this column represent (i) the changes in the closing price of the Company’s common stock as of December 31, 2024 compared to the contribution date, and (ii) the amount of the dividend equivalents credited in 2024 with respect to the 2023 and 2024 RSUs (which are paid to the recipient at the time that the underlying shares are distributed to the recipient). None of the amounts reported in this column are reported in

  104. 2024 Non-Qualified Deferred Compensation

    | 67 | First Interstate BancSystem, Inc. |

  105. 2024 Non-Qualified Deferred Compensation

    the 2024 Summary Compensation Table because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation. (4) The 2023 and 2024 RSUs are reflected in this table under applicable SEC rules because the underlying shares of common stock have not yet been distributed as of December 31, 2024. The shares underlying Ms. Mutch’s 2023 and 2024 RSUs will not be distributed to Ms. Mutch until the earlier of the originally scheduled vesting date or the date that she undergoes a separation of service pursuant to the terms of the applicable award agreements. Ms. Mutch’s vested RSUs remain subject to forfeiture upon certain events, including a termination for cause or a clawback event under our clawback policy. The shares underlying Mr. Riley’s 2023 and 2024 RSUs were distributed to Mr. Riley on his Separation Date in 2025. Our former President and Chief Executive Officer, Kevin P. Riley, was entitled to a supplemental executive retirement contribution to be credited to his account under the Deferred Compensation Plan (or SERP Contribution), subject to the terms of the Deferred Compensation Plan and the notice awarding him the potential right to a SERP Contribution, which was initially implemented in 2015. This benefit was intended to be part of a competitive retirement and benefit package necessary to attract and retain executive talent. Consistent with this objective, the SERP Contribution consists of a Base Contribution and a Performance Contingent Contribution (each as defined below). The amount of the base contribution was 20% of Mr. Riley '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, is 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 the 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. Mr. Riley’s SERP Contributions vested 50% on December 31, 2019, and 10% on each December 31st thereafter, achieving 100% vesting on December 31, 2024. The SERP contributions are subject to forfeiture, clawback and/or suspension in the event that the participant is terminated for cause or breaches any non-competition or non-solicitation provisions in his employment agreement with the Company.

  106. CEO Pay Ratio

    CEO Pay Ratio The following pay ratio compares the annual total compensation of our President and CEO to the annual total compensation of the Company’s median employee, as required by Section 953(b) of the Dodd-Frank Act. The ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. As we have not had a significant change in workforce or compensation practices, we are using the same median employee for our 2024 pay ratio calculation as we used for the 2022 and 2023 calculations. The median employee was originally identified by ranking the total compensation of all employees other than the CEO as of December 31, 2022. 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 CEO: •Base Salary; •Overtime pay; •Short-Term Incentive; •Long-Term Incentive equity awards granted during the year; and •Other Compensation comprised of: ◦401(k) match contributions; ◦Non-qualified deferred compensation match contributions; ◦Dividends on unvested time-based RSAs and RSUs; and ◦Amounts paid by us for social club dues, signing bonuses, and moving/relocation expenses.

  107. CEO Pay Ratio

    | Median Employee Total Annual Compensation | CEO Total Annual Compensation | Ratio of CEO to Median Employee Total Annual Compensation | | $64,398 | $4,402,344(1) | 68 to 1 |

  108. CEO Pay Ratio

    (1) For the purpose of calculating the CEO Total Annual Compensation set forth above, as permitted by SEC rules, we selected the compensation of Mr. Reuter, who became our Chief Executive Officer on November 1, 2024, and was serving in the role of Chief Executive Officer on December 31, 2024, the determination date for identifying our median employee. We then annualized the compensation disclosed for Mr. Reuter in the Summary Compensation Table by assuming that Mr. Reuter received salary payments of $1,000,000 in 2024, his annual base salary as of December 31, 2024, and assuming that Mr. Reuter received other annualized benefit values, including related to his 2024 STI Plan award and other items outlined in this proxy statement. Accordingly, the CEO Total Annual Compensation listed above will not be a direct match to the total reported in the Summary Compensation Table for Mr. Reuter due to, among other things, his base salary in the Summary Compensation Table only reflecting pay received from his start date of November 1, 2024 through December 31, 2024.

  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 applicable 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 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, 2024, 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

    | 69 | First Interstate BancSystem, Inc. |

  112. Pay Versus Performance Table

    | Year | Kevin P. Riley | | James A. Reuter | | Average Summary Comp- ensation Table Total for non- PEO NEOs ($)(2) | Average Summary Comp- ensation Actually Paid to non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in $M) ($) | Comp- ensation Adjusted ROAE ($)(4) | | | Summary Comp- ensation Table Total for PEO ($)(1) | Comp- ensation Actually Paid to PEO ($)(1)(3) | Summary Comp- ensation Table Total for PEO ($)(1) | Comp- ensation Actually Paid to PEO ($)(1)(3) | | | Company Total Shareholder Return ($) | KBW Regional Banking Index Total Shareholder Return ($) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 4,870,569 | 4,324,053 | 2,540,806 | 2,689,115 | 1,278,512 | 1,234,476 | 102.07 | 130.91 | 226.0 | 9.04 | | 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 |

  113. Pay Versus Performance Table

    (1) For the year ended December 31, 2024, Kevin P. Riley served as our PEO until November 1, 2024 when James A. Reuter became our President and CEO. Kevin P. Riley was the PEO for each of the years ended December 31, 2023, 2022, 2021, and 2020. (2) For the year ended December 31, 2024, the non-PEO NEOs were Marcy D. Mutch, Lorrie F. Asker, Kirk D. Jensen, and Kristina R. Robbins. For the year ended December 31, 2023, the non-PEO NEOs were Marcy D. Mutch, Kirk D. Jensen, Lorrie F. Asker, Kristina R. Robbins, Ashley Hayslip, and Scott E. Erkonen. For the year ended December 31, 2022, the non-PEO NEOs were Marcy D. Mutch, Jodi Delahunt Hubbell, Kirk D. Jensen, Karlyn M. Knieriem, Scott E. Erkonen, and Russell A. Lee. For the year ended December 31, 2021, the non-PEO NEOs were Marcy D. Mutch, Jodi Delahunt Hubbell, Russell A. Lee, and Kirk D. Jensen. For the year ended December 31, 2020, the non-PEO NEOs were Marcy D. Mutch, Jodi Delahunt Hubbell, Russell A. Lee, and Renee L. Newman. (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 2024, include:

  114. Pay Versus Performance Table

    | | PEO: Kevin P. Riley | PEO: James A. Reuter | Average Other NEOs | | | 2024 ($) | 2024 ($) | 2024 ($) | | Summary Compensation Total | 4,870,569 | 2,540,806 | 1,278,512 | | '- Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (2,407,319) | (2,117,821) | (458,314) | | '+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 2,857,344 | 2,266,130 | 543,996 | | '+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (898,465) | — | (114,869) | | '+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | | '+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (98,076) | — | (14,849) | | '- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | | '+ Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | | Compensation Actually Paid | 4,324,053 | 2,689,115 | 1,234,476 |

  115. 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. (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 2024 to the Company’s performance during 2024 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 $226.0, plus provision for income tax of $68.5, minus net gains on disposition of premises and equipment of $4.7, plus FDIC special assessment of $1.5 and CEO retirement costs of $3.8; divided by (ii) average common stockholders’ equity of $3,266.0.

  116. Pay Versus Performance Table

    | 70 | First Interstate BancSystem, Inc. |

  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

    | 71 | First Interstate BancSystem, Inc. |

  120. Pay Versus Performance: Graphical Description

    | 72 | First Interstate BancSystem, Inc. |

  121. Potential Payments Upon Certain Termination Events

    Potential Payments Upon Certain Termination Events The disclosures below describe the payments to which the executives would have been entitled had they been terminated on December 31, 2024.

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

    Potential Payments Upon Termination or Change-in-Control Payments

  123. as of 12/31/2024 - Mr. James A. Reuter

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Compensation: | | | | | | | | Severance | $— | $— | $2,000,000(a) | $3,000,000(b) | $— | $— | | Pro-rata Bonus | — | — | — | 200,000(c) | — | — | | Long-term Incentives | | | | | | | | - Time-Restricted Awards (d) | — | — | 47,532 | 855,584 | 855,584 | 855,584 | | - Performance Awards (e) | — | — | 71,297 | 1,283,342 | 1,283,342 | 1,283,342 | | Benefits & Perquisites: | | | | | | | | Health Benefits (f) | — | — | 19,458 | 19,458 | — | — | | Total | $— | $— | $2,138,287 | $5,358,384 | $2,138,926 | $2,138,926 |

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

    Potential Payments Upon Termination or Change-in-Control Payments

  125. as of 12/31/2024 - Ms. Marcy D. Mutch

    | Executive Payments and Benefits upon Termination or Change in Control | Retirement | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Compensation: | | | | | | | | Severance | $— | $— | $855,637(a) | $1,943,835(b) | $— | $— | | Pro-rata Bonus | — | — | — | 431,963(c) | — | — | | Long-term Incentives | | | | | | | | - Time-Restricted Awards (d) | 172,221 | — | 172,221 | 172,221 | 172,221 | 172,221 | | - Performance Awards (e) | 893,196 | — | 893,196 | 893,196 | 893,196 | 893,196 | | Benefits & Perquisites: | | | | | | | | Survivor Income Benefits (f) | — | — | — | — | 150,000 | — | | Health Benefits (g) | — | — | 19,935 | 39,870 | — | — | | Total | $1,065,417 | $— | $1,940,989 | $3,481,085 | $1,215,417 | $1,065,417 |

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

    Potential Payments Upon Termination or Change-in-Control Payments

  127. as of 12/31/2024 - Mr. Kirk D. Jensen

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Compensation: | | | | | | | | Severance | $— | $— | $608,867(a) | $1,402,168(b) | $— | $— | | Pro-rata Bonus | — | — | — | 288,682(c) | — | — | | Long-term Incentives | | | | | | | | - Time-Restricted Awards (d) | — | — | — | 372,015 | 372,015 | 372,015 | | - Performance Awards (e) | — | — | — | 629,824 | 629,824 | 629,824 | | Benefits & Perquisites: | | | | | | | | Survivor Income Benefits (f) | — | — | — | — | 150,000 | — | | Health Benefits (g) | — | — | 26,994 | 53,987 | — | — | | Total | $— | $— | $635,861 | $2,746,676 | $1,151,839 | $1,001,839 |

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

    Potential Payments Upon Termination or Change-in-Control Payments

  129. as of 12/31/2024 - Ms. Lorrie F. Asker

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Compensation: | | | | | | | | Severance | $— | $— | $570,283(a) | $1,584,000(b) | $— | $— | | Pro-rata Bonus | — | — | — | 352,000(c) | — | — | | Long-term Incentives | | | | | | | | - Time-Restricted Awards (d) | — | — | — | 454,068 | 454,068 | 454,068 | | - Performance Awards (e) | — | — | — | 636,903 | 636,903 | 636,903 | | Benefits & Perquisites: | | | | | | | | Survivor Income Benefits (f) | — | — | — | — | 150,000 | — | | Health Benefits (g) | — | — | 18,149 | 36,298 | — | — | | Total | $— | $— | $588,432 | $3,063,269 | $1,240,971 | $1,090,971 |

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

    Potential Payments Upon Termination or Change-in-Control Payments

  131. as of 12/31/2024 - Ms. Kristina R. Robbins

    | Executive Payments and Benefits upon Termination or Change in Control | Voluntary Termination | Involuntary Termination for Cause | Involuntary Termination Without Cause/ Termination for Good Reason | Change in Control With Termination for Good Reason or Without Cause | Death | Disability | | Compensation: | | | | | | | | Severance | $— | $— | $564,040(a) | $1,360,000(b) | $— | $— | | Pro-rata Bonus | — | — | — | 280,000(c) | — | — | | Long-term Incentives | | | | | | | | - Time-Restricted Awards (d) | — | — | — | 333,334 | 333,334 | 333,334 | | - Performance Awards (e) | — | — | — | 510,052 | 510,052 | 510,052 | | Benefits & Perquisites: | | | | | | | | Survivor Income Benefits (f) | — | — | — | — | 150,000 | — | | Health Benefits (g) | — | — | 28,856 | 57,712 | — | — | | Total | $— | $— | $592,896 | $2,541,098 | $993,386 | $843,386 |

  132. Payments Upon Termination or Potential Change-In-Control - Mr. Riley

    Payments Upon Termination or Potential Change-In-Control - Mr. Riley