DEF 14A of Glacier Bancorp, Inc., Mar 15, 2024

DEF 14A of Glacier Bancorp, Inc.

Filed Mar 15, 2024 · FY20230000868671-24-000051

Open on EDGAR

  1. TABLE OF CONTENTS

    | Summary Compensation Table | 30 | | Grants of Plan-Based Awards | 31 | | Outstanding Equity Awards at Fiscal Year-End | 31 | | Option Exercises and Stock Vested | 32 | | Director and Employee Plans | 32 | | Pension Benefits | 33 | | Employment Arrangements and Potential Payments upon Termination or Change In Control | 33 | | CEO Compensation Pay Ratio | 37 | | Pay Versus Performance Disclosure | 38 | | Equity Compensation Plan Information | 42 | | PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION | 42 | | AUDITORS | 43 | | Fees Paid to Independent Registered Public Accounting Firm | 43 | | Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors | 44 | | REPORT OF AUDIT COMMITTEE | 44 | | PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 | | OTHER BUSINESS | 45 | | 2025 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 45 | | ANNUAL REPORT TO SHAREHOLDERS | 46 | | DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS | 46 |

  2. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS In accordance with the Company’s Restated Articles of Incorporation (the "Restated Articles") and amended and restated Bylaws (the “Bylaws”), the Board has set the number of directors for election to the Board at the 2024 Annual Meeting at ten and has nominated the ten persons identified below in the section entitled “Director Nominees” for election at the Annual Meeting. If you elect the nominees presented, they will hold office until the election of their successors at the annual meeting in 2025 or until their earlier resignation. We know of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, the proxy may be voted for the election of such substitute nominee(s) as may be designated by the Board.

  3. Director Nominees

    Director Nominees

  4. Director Nominees

    | Name | Age(1) | Gender | Director Since | Independent? | Committee Memberships(2) | | David C. Boyles (3) | 73 | M | 2018 | Yes | A (Chair), CP, CM, N/G, RO | | Robert A. Cashell, Jr. | 58 | M | 2021 | Yes | A, CP, CM (Chair), N/G, RO | | Randall M. Chesler (4) | 65 | M | 2016 | No | | | Jesus T. Espinoza | 76 | M | 2022 | Yes | A, CP, CM, N/G, RO | | Sherry L. Cladouhos | 68 | F | 2010 | Yes | A, CP (Chair), CM, N/G, RO | | Annie M. Goodwin | 65 | F | 2012 | Yes | A, CP, CM, N/G, RO (Chair) | | Kristen L. Heck | 55 | F | 2021 | Yes | A, CP, CM, N/G, RO | | Michael B. Hormaechea | 52 | M | 2021 | Yes | A, CP, CM, N/G, RO | | Craig A. Langel (3),(5) | 73 | M | 2005 | Yes | A, CP, CM, N/G, RO | | Douglas J. McBride | 71 | M | 2006 | Yes | A, CP, CM, N/G (Chair), RO |

  5. Director Nominees

    (1)Age at February 25, 2024. (2)Audit Committee = A; Compensation and Human Capital Committee = CP; Compliance Committee = CM; Nominating/Governance Committee = N/G; Risk Oversight Committee = RO (3)Designated by our Board as an “audit committee financial expert” as defined by SEC rules. (4)Mr. Chesler serves as President and CEO. (5)Mr. Langel serves as Chair of the Board. Under the Restated Articles, the number of directors is determined from time to time by a vote of the majority of the Board and may be no fewer than seven and no more than seventeen. Our Board has set the number of directors on the Board at ten, and the Nominating/Governance Committee has identified the ten director nominees set forth above. Information regarding each of the nominees is provided below, including each nominee’s name, principal occupation, and public company directorships during the past five years. All of the nominees are currently directors of both Glacier and Glacier Bank. Information regarding the amount and nature of each nominee’s ownership of Glacier common stock is provided in the section entitled “Voting Securities and Principal Holders Thereof.” David C. Boyles Mr. Boyles is a banker with over 49 years of commercial banking experience. He served as President and Chair of the Board of Columbine Capital Corp., and its subsidiary Collegiate Peaks Bank (“Columbine”) from 2006 until January 2018, when Columbine was acquired by Glacier. Mr. Boyles also served as Chair of the Audit Committee of Columbine. Prior to joining Columbine, Mr. Boyles served for 22 years as President and CEO and Chair of Guaranty Bank and Trust Company. Mr. Boyles is a founding Trustee of the Rose Community Foundation in Denver, Colorado, where he served for ten years and then continued as a member of its Investment Committee for six years. He served on the board of directors of Rose Hospital for 40 years, and has been on the boards of directors of Winter Park Ski Area and Boy Scouts of America, as well as a trustee of HealthONE. Mr. Boyles also served as the Tenth Federal Reserve District representative to the Federal Reserve Advisory Council from 2006 to 2008. Mr. Boyles currently serves on the Board of Collegiate Peaks Bank, division of Glacier Bank. Mr. Boyles completed his undergraduate studies at the University of Colorado-Boulder, where he earned a Bachelor of Arts degree in Chemistry and a Bachelor of Science degree in Business-Finance. Mr. Boyles brings to the Board his extensive banking and regulatory knowledge. Robert A. Cashell, Jr. Mr. Cashell, Jr., is the owner and President of Robert Parker, Inc., which operates the Winners Inn Casino, Pete’s Gambling Hall, Sundance Casino, and the Topaz Lodge. Since 1995, Mr. Cashell, Jr., also serves as the owner and President of Alamo Gaming Holdings, LLC, which owns and operates five casinos in Nevada travel centers under the brand name Alamo Casino. Mr. Cashell, Jr., is also the President and shareholder of Winners Gaming, Inc., a slot route company operating in over 55 taverns and convenience store locations in Nevada. Mr. Cashell, Jr. has over 35 years of experience in hospitality, tourism, recreation, and gaming, and has served on several community boards and trade associations. He is also a director of Red Rock Resorts, Inc., a Nasdaq-listed company, and serves as Chair of its Corporate Governance Committee and a member of its Audit and Compensation and Human Capital Committees. He was a member of the Board of Managers of Station Casinos LLC, a company with securities registered pursuant to Section 12(g) of the Exchange Act, from 2011 until 2017. Mr. Cashell, Jr., previously served as the Chair of the Board and a member of the loan and audit committees of Heritage Bancorp and Heritage Bank of Nevada until Heritage Bank was acquired by the Company in 2020, and he currently serves as Chair of Heritage Bank, division of Glacier Bank. He earned a Bachelor of Arts at Pepperdine University. Mr. Cashell, Jr. brings extensive experience in governmental relations, business management and operations, and executive-level leadership to the Board. Randall M. Chesler Beginning January 1, 2017, Mr. Chesler has served as President and CEO of Glacier and Glacier Bank. From August 1, 2015 to December 31, 2016, Mr. Chesler served as President of Glacier Bank. Mr. Chesler has more than 35 years of experience in the financial services industry; prior to joining Glacier and Glacier Bank, he served as President of CIT Bank, the Salt Lake City-based banking subsidiary of CIT Group. During his ten years with CIT, Mr. Chesler held progressive leadership positions, including President of Small Business Lending and President of Consumer Finance. Prior to CIT, Mr. Chesler held leadership positions with Size Technologies, Associates First Capital, Visa and Citibank. Mr. Chesler brings broad experience in a variety of aspects of financial services and technology industries, as well as proven leadership skills. Sherry L. Cladouhos Ms. Cladouhos was employed by Blue Cross Blue Shield Montana for 36 years and served in a variety of leadership and executive roles, including President and CEO, Co-Chief Operating Officer, Senior Vice President of Marketing and Operations, Vice President of Member Services and Support, and Director of Customer Service and Administration. She was responsible for the overall strategic direction of the company and worked with others to provide affordable healthcare coverage to Montanans until her retirement in 2010. Ms. Cladouhos is a Certified Health Insurance Executive and is a graduate of the Berkeley Healthcare Executive Program. She also has served on the boards of numerous business and community-related organizations. Ms. Cladouhos is past Chair of the Montana Chamber of Commerce, and she previously served on the Montana Chamber of Commerce Foundation. Ms. Cladouhos brings extensive experience to the Board in executive-level leadership, strategic planning, corporate management, marketing, customer service, risk assessment, operations, regulatory compliance, audit, human resources, and executive compensation. Jesus T. Espinoza Mr. Espinoza is a prominent architect of Latino community and business development policy and programs, with over 45 years of community development experience that spans the public, private and non-profit spectrum. Mr. Espinoza is the President and CEO of Espinoza Community Development LLC, a company dedicated to private community development, and is the co-founder and former President and CEO of Raza Development Fund, the largest Latino Community Development Financial Institution in the United States. He also currently serves as a director for The Foothills Bank, division of Glacier Bank. Mr. Espinoza has extensive experience in executive-level leadership, corporate management, consultation, asset management and community, business and real estate development.

  6. Director Nominees

    Annie M. Goodwin Ms. Goodwin is an attorney in Helena, Montana, and is the principal of the Goodwin Law Office, L.L.C. She practices banking and regulatory law. Ms. Goodwin served as Montana’s Commissioner of Banking and Financial Institutions from 2001 to 2010, as Chief Legal Counsel of the Montana Banking and Financial Institutions Division and Department of Commerce from 1988 to 2001 and worked in private practice prior to that time. She is active in local and trade associations and was appointed to the Commission on Character and Fitness of Attorney Admissions to State Bar of the Montana Supreme Court, where she has served as Chair since 1988. Ms. Goodwin earned her Bachelor of Science degree in nursing from Carroll College and worked as a registered nurse before going on to earn her Juris Doctor degree from the University of Montana Law School. She continued her legal education at Hastings College of Law, George Mason University of Law in the Banking Law Section, and completed the FDIC Bank Examination School for Attorneys. Ms. Goodwin brings to the Board her expertise, knowledge and executive-level leadership gained in her role as Commissioner where she had regulatory oversight over the financial institutions in Montana. Kristen L. Heck Ms. Heck is the owner and Chief Executive Officer of Alternative Staffing Corporation doing business as LC Staffing Service, a Certified Woman Owned Small Business and a Certified Disadvantaged Business Enterprise. She is also the founder and owner of Loyal Care LP, an independent in-home care assistance service. Ms. Heck has over 30 years of leadership in the talent acquisition and staffing industry and over 11 years of experience leading and growing businesses. Ms. Heck is a director of Timber Products Manufacturers Association (in association with TPM MEWA Trust) and also serves as a director of Industrial Staffing Captive and Stillwater Christian School. She currently serves as a director of Glacier Bank, division of Glacier Bank. Ms. Heck brings to the Board 15 years of experience as a bank director, extensive experience in human capital management and diversity, entrepreneurial and executive expertise, and knowledge of business management and operations, risk assessment and financial reporting. Michael B. Hormaechea Mr. Hormaechea is the manager of Hormaechea Development LLC and has over 25 years of leadership in the real estate development industry for residential, commercial resort and mixed-use projects. He currently serves as Chair of Mountain West Bank, division of Glacier Bank. Mr. Hormaechea earned a Bachelor’s degree in Business Administration at the University of San Diego and brings extensive experience in real estate development, construction management, finance, sales, marketing, executive-level leadership, corporate management, operations, strategic planning and business development. Craig A. Langel Mr. Langel has served the accounting profession for over 40 years and was a Certified Public Accountant (“CPA”) accredited in Business Valuation and a Certified Valuation Analyst. He was an officer and shareholder of Langel & Associates, P.C., providing consulting and tax services throughout the United States. In addition, Mr. Langel is the owner and President of CLC Restaurants, Inc., which owns and operates Taco Bell and KFC restaurants in Montana, Idaho, and Washington, and he is a part owner of Mustard Seed Restaurants. Mr. Langel previously served as a director of Glacier’s former subsidiary First Security Bank of Missoula from 1984 to 2005 and from February 2009 until the consolidation of Glacier’s bank subsidiaries in 2012. Mr. Langel received his education at Montana State University, graduating with a Bachelor of Science degree in accounting. With a career as a CPA for over 40 years, Mr. Langel brings extensive financial acumen to the Board, as well as his experience as a business owner and executive. Douglas J. McBride Dr. McBride has been an optometrist in Billings for over 30 years. He is a former President of the Montana State Board of Examiners for Optometry, of which he has been a member since 1993, and a past President of the Montana Optometric Association. Dr. McBride is also the former Chair of the Advisory Board for TLC Laser Eye Center in Billings and is the former administrator for the State of Montana for Vision Source, an optometric franchise. Dr. McBride currently serves as a director of Western Security Bank, division of Glacier Bank. Dr. McBride earned his Bachelor of Arts degree at Linfield College and his Doctor of Optometry degree at the Illinois College of Optometry. Dr. McBride’s expertise in the healthcare community is valuable to the Board and allows him to provide insight into the Company’s healthcare and medical benefit issues, as well as the healthcare industry in general. Of the above directors, three self-identify as female, six self-identify as male, one self-identifies as Hispanic, and one self-identifies as Hispanic and white. The Board unanimously recommends a vote FOR the election of each of the nominees to the Board.

  7. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The Compensation and Human Capital Committee has authority over director compensation subject to the Board’s authority to approve changes. Our directors receive cash compensation and stock awards. Glacier does not pay directors who are also employees of the Company additional compensation for their service as directors. The following table shows compensation paid or accrued for 2023 to Glacier’s non-employee directors. These directors also serve on the board of directors of Glacier Bank. Mr. Chesler is not included in the table as he was an employee of Glacier in 2023 and thus received no compensation for his services as a director. The footnotes to the table describe the details of each form of compensation paid to directors.

  8. Director Compensation Table

    Director Compensation Table The following table shows the compensation earned during 2023 by the Directors:

  9. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | | (1) | (2) (3) | (4) | | | | David C. Boyles | 70,000 | 60,037 | — | 15,800(5) | 145,837 | | Robert A. Cashell, Jr. | 70,000 | 60,037 | — | 15,780(6) | 145,817 | | Sherry L. Cladouhos | 70,000 | 60,037 | — | — | 130,037 | | Jesus T. Espinoza | 60,000 | 65,068 | — | 20,400(7) | 145,468 | | Annie M. Goodwin | 70,000 | 60,037 | — | — | 130,037 | | Kristen L. Heck | 60,000 | 60,037 | — | 18,625(8) | 138,662 | | Michael B. Hormaechea | 60,000 | 60,037 | — | 20,900(9) | 140,937 | | Craig A. Langel | 110,000 | 60,037 | — | — | 170,037 | | Douglas J. McBride | 70,000 | 60,037 | — | 13,420(10) | 143,457 |

  10. Director Compensation Table

    (1)Directors are paid an annual retainer of $60,000, Chair of the Board is paid an additional annual retainer of $50,000, and committee chairpersons are paid an annual retainer of $10,000. Amount includes all Board and committee chairperson fees earned or deferred in 2023. (2)Represents the grant date fair value of the stock awards, based on the per-share price of Glacier’s common stock at the close of business on February 15, 2023 ($47.46), the date on which the stock awards were granted. The fair value of these awards was determined in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are set forth in the notes to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s accompanying Annual Report. (3)The stock awards were fully vested at the time of grant. (4)The amount represents the above-market earnings on nonqualified deferred compensation. Earnings are credited at 50% of the Company’s current year return on average equity, or 3.75% in 2023. (5)Amount reflects fees earned for service as a director of Collegiate Peaks Bank, division of Glacier Bank. (6)Amount reflects fees earned for service as a director of Heritage Bank, division of Glacier Bank. (7)Amount reflects fees earned for service as a director of The Foothills Bank, division of Glacier Bank. (8)Amount reflects fees earned for service as a director of Glacier Bank (MT), division of Glacier Bank. (9)Amount reflects fees earned for service as a director of Mountain West Bank, division of Glacier Bank. (10)Amount reflects fees earned for service as a director of Western Security Bank, division of Glacier Bank.

  11. What We Do

    What We Do Performance-based short-term and long-term incentive plans Stock Ownership and Retention Guidelines Policy for executives and directors Achieve 96% or higher annual Say-on-Pay approval since 2017 Engagement of an independent compensation consultant Maintain a Clawback Policy Anti-Pledging and Margin Account Policy “Double trigger” change-in-control severance Modest personal benefits

  12. Role and Relationship of the Compensation Consultant

    Role and Relationship of the Compensation Consultant The Compensation and Human Capital Committee has the sole authority to retain and terminate a compensation consultant and to approve the consultant’s fees and all other terms of the engagement. The Compensation and Human Capital Committee has direct access to outside advisors and consultants throughout the year. Aon's Human Capital Solutions practice, a part of Aon plc (otherwise known as McLagan) and an independent compensation consulting firm focused on the financial services sector, has been engaged by, and has reported directly to, the Compensation and Human Capital Committee periodically since 2011 while working on various compensation initiatives. In June 2022, McLagan assisted the Compensation and Human Capital Committee in updating the custom Compensation Peer Group for the Company, and provided related data and reports in connection with, and reviews of, (i) executive officer compensation; (ii) annual and long-term incentive plans and agreements; and (iii) proxy statement disclosure. The results of these analyses were used to establish executive compensation for 2023. The Compensation and Human Capital Committee considered the independence of McLagan in light of SEC rules and NYSE listing standards. The Compensation and Human Capital Committee requested and received a report from McLagan addressing McLagan’s independence and the independence of the senior advisors involved in the engagement. The Compensation and Human Capital Committee discussed these considerations and concluded that the work performed by McLagan and McLagan’s senior advisors involved in the engagement did not raise any conflict of interest.

  13. Competitive Benchmarking and Compensation Peer Group

    Competitive Benchmarking and Compensation Peer Group The Compensation Peer Group has been updated periodically with the assistance of McLagan and consists of companies that the Compensation and Human Capital Committee believes are comparable in size, performance and business model to the Company and with which we may compete. In June 2022, McLagan conducted an analysis of the Compensation Peer Group with emphasis on factors previously used by the Compensation and Human Capital Committee to determine appropriate companies for inclusion, with emphasis on asset size, location, business model and performance as the measures of comparability. McLagan then worked with the Compensation and Human Capital Committee to select the following Compensation Peer Group, for the purpose of evaluating executive compensation and to create a multi-year plan for 2023 and 2024 to bring compensation closer to market levels. The Peer Group was defined using the following criteria: •Publicly traded bank holding companies with total assets between $12 and $60 billion; •Not a current merger target; and •Individual consideration given for geography and business model compatibility. The composition of the Compensation Peer Group used in connection with establishing executive compensation levels for 2023 included:

  14. Competitive Benchmarking and Compensation Peer Group

    | Bank OZK | First Interstate BancSystem | Simmons First National Corp. | | Banner Corporation | First Merchants Corporation | SouthState Corporation | | Cadence Bank | Fulton Financial Corporation | UMB Financial Corporation | | Columbia Banking System, Inc. | Heartland Financial USA, Inc. | United Bankshares, Inc. | | Commerce Bancshares, Inc. | Home BancShares, Inc. | United Community Banks, Inc. | | First Busey Corporation | Independent Bank Group, Inc. | Washington Federal, Inc. | | First Financial Bancorp | Old National Bancorp | Western Alliance Bancorporation | | First Financial Bankshares | | |

  15. Discussion of Executive Compensation Components

    | Compensation Element | Purpose | Link to Performance | Fixed / Performance-Based | Short- / Long-Term | | Base Salary | Helps attract and retain executives through market-competitive base pay | Determined based on individual performance and market practices | Fixed | Short-Term | | Annual Cash Incentive Awards | Encourages achievement of financial performance metrics that create near-term shareholder value | Earned based on achievement of predefined corporate performance objectives; a portion of NEO cash bonuses are deferred on a mandatory basis, with additional performance triggers related to long-term performance | Performance-Based | Short-Term: Cash Long-Term: Mandatory Deferrals | | Long-Term Incentive Awards (Restricted Stock Units) | Aligns executives’ and shareholders’ long-term interests while creating a retention incentive through multi-year vesting | Earned based on achievement of predefined corporate performance objectives, with additional three-year time-based vesting | Performance-Based | Long-Term | | Supplemental Executive Retirement Plan | Provides income security into retirement | Competitive practice | Fixed | Long-Term | | Benefits and Perquisites | Provides health and welfare benefits on the same basis as to our general employee population; also provides limited perquisites | Competitive practice | Fixed | Short-Term |

  16. Discussion of Executive Compensation Components

    The target pay mix for our CEO and other NEOs, on average, is shown in the charts below. Target pay mix includes 2023 base salary, 2023 annual cash incentive bonus target and the grant date fair value of the long-term incentive awards granted in 2023. Base Salary Base salaries provide stable compensation to the NEOs, allow Glacier to attract and retain qualified executive talent and maintain a stable management team. Base salary generally is established by the Compensation and Human Capital Committee based on the NEO’s performance, experience, competent and effective execution of strategic objectives, and level of responsibilities and the positioning of base salary against the market and peer group, growth and overall financial performance of the Company, and the impact of salary on total compensation positioning compared to the Compensation Peer Group. For 2023, the Compensation and Human Capital Committee approved salary increases of 5% for all NEOs based on these factors.

  17. Discussion of Executive Compensation Components

    Annual Cash Incentive Bonus The short-term incentive program (“STIP”) for 2023 is designed (i) to motivate executives to attain superior annual performance in key areas we believe create long-term value to Glacier and its shareholders and (ii) to provide incentive compensation opportunities competitive with those in the Compensation Peer Group. The STIP is the same program as in prior years and provides for cash incentive awards determined pursuant to a formulaic plan based on a set percentage of the executive’s base salary and the Company’s achievement against performance metrics. The STIP and its goals are reviewed annually by the Compensation and Human Capital Committee with input from management, and then the Compensation and Human Capital Committee recommends Board approval. The 2023 STIP performance goals were selected in light of Glacier’s strategic plan, key initiatives, and the need to balance risks in executive compensation arrangements. The 2023 goals represent metrics addressing key areas of the Company’s performance including profitability, credit and asset quality, and growth in assets and the customer base. At the time the 2023 STIP goals were adopted, the Compensation and Human Capital Committee determined that accumulated other comprehensive income ("AOCI") would be excluded from the return on tangible equity ("ROTE") metric for 2023 as a result of the volatile interest rate environment and the potential impact it could have on the metric which may not properly reflect the performance of the Company. The goals were established based on the expectation that 2023 performance results would remain relatively flat compared to 2022 results as 2023 was expected to be a challenging year due to historic increases in interest rates creating pressure on our net interest margin, the uncertain economic environment, higher expenses due to inflation, and employee staffing pressures stemming from record low unemployment. The table below shows the STIP goals and corresponding results for 2023:

  18. Discussion of Executive Compensation Components

    | Performance Goals | Weight | Threshold 80% | Target 100% | Maximum 115% | Actual Result | Result % of Target | Weighted % of Target | | Return on Tangible Equity (excluding AOCI) (1) | 20.00% | 9.24% | 13.20% | 16.50% | 9.81% | 82.88% | 16.58% | | Non-performing Assets / Total Subsidiary Assets | 20.00% | 0.74% | 0.50% | 0.32% | 0.09% | 115.00% | 23.00% | | Net DDA Growth (# of accounts) | 20.00% | 1.00% | 3.00% | 5.00% | 1.75% | 87.50% | 17.50% | | Efficiency Ratio | 20.00% | 60.00% | 55.00% | 51.00% | 62.85% | —% | —% | | Net Interest Margin | 20.00% | 2.90% | 3.30% | 3.70% | 2.73% | —% | —% | | | 100.00% | | | | Overall Performance: | | 57.08% |

  19. Discussion of Executive Compensation Components

    | Named Executive Officer | Annual Incentive Program Opportunity Levels as a % of Base Salary | | | Achieved Bonus As % of Base Salary (1) | Achieved Bonus ($) (1) | | | Threshold | Target | Maximum | | | | Randall M Chesler | 0% | 90% | 135% | 51.4% | 475,379 | | Ron J. Copher | 0% | 65% | 98% | 37.1% | 175,229 | | Don J. Chery | 0% | 65% | 98% | 37.1% | 153,062 |

  20. Discussion of Executive Compensation Components

    | Named Executive Officer | 2021 STIP Deferred Payment Amount ($) (25%) | 2022 STIP Deferred Payment Amount ($) (25%) | 2023 STIP Payment Amount ($) (50%) | | Randall M. Chesler | 208,983 | 223,341 | 237,689 | | Ron J. Copher | 80,609 | 73,833 | 87,615 | | Don J. Chery | 70,422 | 64,493 | 76,531 |

  21. Discussion of Executive Compensation Components

    Long-Term Incentives The long-term incentive program (“LTIP”) is designed to reward executives for performance results relative to Company objectives while aligning the interests of our executives with those of our shareholders. The LTIP provides executives the opportunity to increase their ownership in Glacier, while at the same time creating a retention vehicle through the use of a multi-year vesting period. The 2023 long-term incentive awards consist solely of RSUs granted under the Company’s 2015 Stock Incentive Plan (the “2015 Equity Plan”) that vest in equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment with certain exceptions for death, disability and qualifying retirements. RSUs were chosen because they provide the desired retention incentive for executives, while also aligning the executives’ interests with those of shareholders without encouraging excessive risk taking. In addition, RSUs deliver value reflecting the long-term performance of the Company. The Compensation and Human Capital Committee determined the number of RSUs to be granted in 2023 based on the achievement of the performance goals in 2022, as described in the table below, excluding the impact of any acquisitions during the year. The 2022 LTIP goals were selected in light of Glacier’s long-term strategic plan, long-term initiatives and the need to balance risks in executive compensation arrangements. The 2022 LTIP goals also represented metrics addressing key areas of the Company’s performance, including ROTE, diluted earnings per share, and relative total shareholder return. The Company’s total shareholder return for 2022 is ranked relative to the Compensation Peer Group. The Committee believes that comparing the Company’s performance against the total shareholder return of a peer group rewards NEOs for driving performance greater than or equal to peers, as each member of the peer group is generally subject to the same market factors as the Company. The RSUs have a grant date fair value (based on the closing price of Glacier’s common stock at the close of business on the the grant date provided such day is a trading day) equal to the dollar amount calculated by multiplying the target amount of salary by the actual performance percentages. For ease of administration, RSU grants are made effective as of February 15 each year. The table below shows the LTIP goals and corresponding results for 2022.

  22. Discussion of Executive Compensation Components

    The LTIP provides that, regardless of how the Company's relative total shareholder return ("TSR") compares to the Compensation Peer Group at the end of a period, if the Company's absolute total shareholder return is negative, the number of RSUs earned for this portion of the LTIP award will be capped at the "target" level. For 2023, the total of the LTIP goals achieved based on 2022 performance was at 106.39% of target. The table below details, for each NEO, the 2023 LTIP opportunity levels as a percentage of base salary, the RSUs granted as a percentage of base salary, and the number of RSUs granted in February 2023. The long-term incentive award opportunities for the NEOs were increased over 2022 based on the results of the 2022 peer study, executive compensation assessment and the multi-year plan created for 2023 and 2024, which showed that the NEO award opportunities had fallen considerably below the market median. Based on this market assessment, 2023 target award opportunities were increased by 10% for the CEO and 15% for each of the other NEOs from the 2022 level.

  23. Discussion of Executive Compensation Components

    | Named Executive Officer | Long-Term Incentive Program Opportunity Levels as a % of Base Salary | | | RSUs Granted as a % of Base Salary | RSUs Granted (#) | | | Threshold | Target | Maximum | | | | Randall M. Chesler | 0% | 110% | 165% | 133.4% | 24,778 | | Ron J. Copher | 0% | 80% | 120% | 97.0% | 9,197 | | Don J. Chery | 0% | 80% | 120% | 97.0% | 8,034 |

  24. Discussion of Executive Compensation Components

    Retirement Benefits As part of our total compensation policy, we offer executives the opportunity to participate in both a tax-deferred compensation plan and a Supplemental Executive Retirement Plan (“SERP”). Each of our NEOs is a participant in the SERP. The SERP is intended to supplement payments due to participants upon retirement under our other qualified plans. The deferred compensation plan allows certain Company and bank division executives to defer a portion of their salary and bonus and thereby defer tax payable on that income. Participation in these plans is elective. Terms of the deferred compensation plans and the NEO SERP are described under the section entitled “Director and Employee Plans.” Termination and Change-in-Control Benefits As an additional part of our total compensation policy, we have entered into employment agreements with our NEOs that allow for continuation of current base salary upon termination without cause or upon termination under certain circumstances following a change in control of the Company. These arrangements are intended to retain our executives, who could have other employment opportunities that may appear to them to be less risky absent these arrangements. The change-in-control arrangements in our executive officer employment agreements contain a “double trigger,” meaning that benefits are not awarded upon a change in control unless the executive’s employment is terminated without cause or for good reason within a specified period of time following the transaction. The terms of these agreements are described under the section entitled “Employment Arrangements and Potential Payments upon Termination or Change in Control.” That section also contains tables showing the amounts that the NEOs would have received if their employment had terminated on December 31, 2023, in connection with a change in control. Other General Employee Benefits Executive officers are eligible to participate in all employee benefit plans that are available to eligible employees generally, including health, life, and disability insurance.

  25. Other Arrangements

    Other Arrangements The Board and the Compensation and Human Capital Committee have established additional policies to ensure the overall compensation structure is responsive to shareholder interests and competitive with the market including a clawback policy, stock ownership and retention guidelines policy, anti-hedging policy, and anti-pledging and margin account policy. These policies are summarized under the section entitled "Corporate Governance". Discussion of Option and Restricted Stock Unit Award Grant Timing The Company does not have a written policy as to when equity awards are granted during the year. In recent years, the Compensation and Human Capital Committee and Board have met in January of each year to consider the award of stock options, restricted shares and RSUs to executives and other officers, with the grants being made as of each February 15 for ease of administration. The Company does not backdate or grant equity awards retroactively and does not coordinate equity grants with the release of positive or negative corporate news. At the 2015 annual meeting, the Company’s shareholders approved the 2015 Equity Plan. The 2015 Equity Plan does not permit the award of discounted options or the repricing of stock options. Pursuant to the terms of the 2015 Equity Plan, option exercise prices are determined based on the closing price of our common stock on the grant date, or if shares were not traded on the grant date, then on the nearest preceding trading day.

  26. Summary Compensation Table

    Summary Compensation Table The following table shows compensation earned by the NEOs for the last three fiscal years.

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (8) | All Other Compensation ($) (9) | Total ($) | | Randall M. Chesler, | 2023 | 925,365 | 1,175,964 (2) | 670,013 (5) | 158,107 | 28,050 | 2,957,499 | | President and CEO | 2022 | 881,300 | 1,172,239 (3) | 844,041 (6) | 213,595 | 39,650 | 3,150,825 | | | 2021 | 839,302 | 1,061,615 (4) | 763,098 (7) | 188,831 | 37,700 | 2,890,546 | | Ron J. Copher, | 2023 | 472,290 | 436,490 (2) | 242,057 (5) | 56,445 | 28,050 | 1,235,332 | | EVP, CFO, and | 2022 | 449,800 | 402,057 (3) | 301,044 (6) | 79,450 | 39,650 | 1,272,001 | | Secretary | 2021 | 440,935 | 318,978 (4) | 293,951 (7) | 72,152 | 37,700 | 1,163,716 | | Don J. Chery, | 2023 | 412,545 | 381,294 (2) | 211,446 (5) | 41,979 | 28,050 | 1,075,314 | | EVP and CAO | 2022 | 392,900 | 351,239 (3) | 262,980 (6) | 59,534 | 39,650 | 1,106,303 | | | 2021 | 385,210 | 278,688 (4) | 255,403 (7) | 60,953 | 37,700 | 1,017,955 |

  28. Summary Compensation Table

    (1)Represents the grant date fair value of the RSU awards. The fair value of these awards was determined in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are set forth in the notes to the Company’s audited financial statements for the year ended December 31, 2023, included in the Company’s accompanying Annual Report. Accrued dividends are paid upon vesting of the underlying shares. (2)The fair market value of the RSU awards granted in 2023 is based on the per-share price of Glacier’s common stock at the close of business on the grant date, February 15, 2023 ($47.46). The awards vest in three equal annual installments beginning February 15, 2024. (3)The fair market value of the RSU awards granted in 2022 is based on the per-share price of Glacier’s common stock at the close of business on the grant date, February 15, 2022 ($54.12). The awards vest in three equal annual installments beginning February 15, 2023. (4)The fair market value of the RSU awards granted in 2021 is based on the per-share price of Glacier’s common stock at the close on February 12, 2021, the last trading day preceding the grant date. ($51.39). The awards vest in three equal annual installments beginning February 15, 2022. (5)The amount shown is the sum of 50% of the 2023 STIP award, 25% of the 2022 STIP award, and 25% of the 2021 STIP award, and represents the cash incentive amount earned based on 2023 results, as set forth in the section entitled “Compensation Discussion and Analysis – Annual Cash Incentive Bonus.” (6)The amount shown is the sum of 50% of the 2022 STIP award, 25% of the 2021 STIP award, and 25% of the 2020 STIP award, and represents the cash incentive amount earned based on 2022 results. (7)The amount shown is the sum of 50% of the 2021 STIP award, 25% of the 2020 STIP award, and 25% of the 2019 STIP award, and represents the cash incentive amount earned based on 2021 results. (8)For all of the NEOs, except Mr. Chery, the amount reported in this column represents the increase in the actuarial present value of accumulated benefit under Glacier’s SERP, the material terms of which are described below under the section entitled “Nonqualified Deferred Compensation Plan – Supplemental Executive Retirement Plan”. For Mr. Chery, who is the only NEO participant in Glacier’s deferred compensation plan, the amount includes $41,979 for the increase in the SERP actuarial present value as well as the above-market earnings on nonqualified deferred compensation which was $0 in 2023. Earnings credited on a participant's account balance in the deferred compensation plan are equal to 50% of the Company's current year return on average equity. (9)Amounts reported for 2023 that represent “All Other Compensation” for each of the NEOs are described in the table below.

  29. Summary Compensation Table

    | Named Executive Officer | 401(k) Matching Contribution ($) | Profit Sharing Contribution ($) | Total ($) | | Randall M. Chesler | 9,900 | 18,150 | 28,050 | | Ron J. Copher | 9,900 | 18,150 | 28,050 | | Don J. Chery | 9,900 | 18,150 | 28,050 |

  30. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table shows information regarding grants of non-equity incentive plan awards and grants of equity awards that we made during the fiscal year ended December 31, 2023 to each of our NEOs.

  31. 2023 Grants of Plan-Based Awards

    | Named Executive Officer | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | | All Other Stock Awards: Number of Shares of Stock or Units (2) | Grant Date Fair Value of Stock Awards(2) | | | Threshold | Target | Maximum | Grant Date | | | | | ($) | ($) | ($) | | (#) | ($) | | Randall M. Chesler | — | 832,829 | 1,249,243 | | | | | RSUs | | | | 2/15/2023 | 24,778 | 1,175,964 | | Ron J. Copher | — | 306,989 | 462,844 | | | | | RSUs | | | | 2/15/2023 | 9,197 | 436,490 | | Don J. Chery | — | 268,154 | 404,294 | | | | | RSUs | | | | 2/15/2023 | 8,034 | 381,294 |

  32. 2023 Grants of Plan-Based Awards

    (1) These amounts represent ranges of the possible performance-based cash bonuses that could have been paid based on 2023 results pursuant to the STIP. The actual bonuses paid are displayed under the column entitled “Non-Equity Incentive Plan Compensation” within the Summary Compensation Table. The incentive target level is determined as the aggregate dollar amount derived from the NEOs’ target bonuses expressed as a percentage of annual salary. This target percentage is currently 90% for Mr. Chesler and 65% for each of Messrs. Copher and Chery. The maximum incentive is 135% for Mr. Chesler and 98% for each of Messrs. Copher and Chery. The STIP is further described in the section entitled “Compensation Discussion and Analysis – Annual Cash Incentive Bonus.” (2) These amounts represent the grants of RSUs under the LTIP made in 2023 for performance in 2022. The LTIP is further described in the section entitled “Compensation Discussion and Analysis – Long-Term Incentives.”

  33. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table presents information concerning the outstanding RSUs as of December 31, 2023, for each NEO of the Company. No other type of equity award is outstanding.

  34. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Named Executive Officer | Stock Awards | | | | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) (1) | | Randall M. Chesler | 6,886 (2) | 284,530 | | | 14,440 (3) | 596,661 | | | 24,778 (4) | 1,023,827 | | Ron J. Copher | 2,069 (2) | 85,491 | | | 4,953 (5) | 204,658 | | | 9,197 (6) | 380,020 | | Don J. Chery | 1,808 (2) | 74,707 | | | 4,327 (7) | 178,792 | | | 8,034 (8) | 331,965 |

  35. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    (1)Amounts shown are calculated using $41.32, the per-share price of Glacier’s common stock at the close of business on December 29, 2023, the last trading day of the year. (2)The unvested RSUs vested on February 15, 2024. (3)7,220 of the unvested RSUs vested on February 15, 2024; 7,220 of the unvested RSUs will vest on February 15, 2025. (4)8,259 of the unvested RSUs vested on February 15, 2024; 8,259 of the unvested RSUs will vest on February 15, 2025; and 8,260 of the unvested RSUs will vest on February 15, 2026. (5)2,476 of the unvested RSUs vested on February 15, 2024; 2,477 of the unvested RSUs will vest on February 15, 2025. (6)3,065 of the unvested RSUs vested on February 15, 2024; 3,066 of the unvested RSUs will vest on February 15, 2025; and 3,066 of the unvested RSUs will vest on February 15, 2026. (8)2,678 of the unvested RSUs vested on February 15, 2024; 2,678 of the unvested RSUs will vest on February 15, 2025; and 2,678 of the unvested RSUs will vest on February 15, 2026.

  36. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table presents information concerning the vesting of RSUs during 2023 for each NEO of the Company:

  37. 2023 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Randall M. Chesler | 18,890 | 896,519 | | Ron J. Copher | 6,131 | 290,977 | | Don J. Chery | 5,320 | 252,487 |

  38. 2023 Option Exercises and Stock Vested Table

    (1)Amounts disclosed in this column reflect the value realized upon vesting of the RSUs, as calculated based on the price of a Glacier share on the vesting date, multiplied by the number of shares underlying each award.

  39. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table

  40. 2023 Nonqualified Deferred Compensation Table

    | Named Executive Officer | Executive Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Balance at Last FYE | | | ($) (1) | ($) (2) | ($) (3) | | Don J. Chery | 210,384 | 20,011 | 580,734 |

  41. 2023 Nonqualified Deferred Compensation Table

    (1)Amount deferred pursuant to the Deferred Plan, which is included in the Summary Compensation Table included above. (2)$0 of the amount reported above was included in the Summary Compensation Table. (3)The balance shown above above is fully vested and included in the Summary Compensation Table for 2023 or previous years except for the portion of earnings that was determined not to be above-market. Mr. Chery will receive payments from the Deferred Plan (including earnings on unpaid amounts) in five annual installments following the third anniversary of his separation from service. Supplemental Executive Retirement Plan In December 1995, the Board adopted a nonqualified and non-funded SERP for executive officers. The SERP was amended in and restated in 2008. The SERP is intended to supplement payments due to participants upon retirement under the Company’s qualified plans. Also, for years after 2004, the account balance for each participant is credited with a rate of return equal to 50% of the Company’s return on average equity (whether positive or negative) as of December 31 for such year. SERP account balances were credited with earnings equal to 3.75% in 2023. In general, the SERP, together with separate agreements with participating executives, provides that Glacier will credit each participating executive’s account, on an annual basis, with an amount equal to employer contributions that otherwise would have been allocated to the executive’s account under the tax-qualified plans were it not for limits imposed by the Internal Revenue Code. Payments under the SERP are payable in a lump sum (with respect to Messrs. Copher and Chery) or in five annual installments (with respect to Mr. Chesler). Amounts credited to the executive’s account will be paid on, or beginning on, the first day of the first month immediately following the month upon a payment trigger event, including (i) separation from service; (ii) attainment of age 65; (iii) any of the first five anniversary dates following his separation from service; or (iv) any of the first five anniversary dates following his attainment of age 65. In the event of a change in control, the amounts in the individual SERP accounts will be deposited into a trust, and the Company will continue to be obligated to provide for the benefits under the SERP. In the event the executive is terminated for cause (as defined in the SERP agreement), no benefits will be payable to the executive under the SERP, and all obligations of the Company with respect to the executive’s SERP will cease. Information regarding benefits payable under the SERP is included in the following table.

  42. 2023 Pension Benefits Table

    2023 Pension Benefits Table

  43. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) (1) | Present Value of Accumulated Benefit ($) (2) | Payments During Last Fiscal Year ($) | | Randall M. Chesler | SERP | N/A | 1,115,144 | — | | Ron J. Copher | SERP | N/A | 558,372 | — | | Don J. Chery | SERP | N/A | 379,605 | — |

  44. 2023 Pension Benefits Table

    (1) There are no minimum service requirements under the SERP and amounts are fully vested. (2) Based on the amounts accrued through December 31, 2023, in the event the SERP is triggered, the NEO could receive a payment (including earnings on unpaid amounts) in the amount stated in the table (i) payable in five annual installments for Mr. Chesler and (ii) in a lump-sum payment for each of Messrs. Copher and Chery.

  45. Employment Arrangements and Potential Payments upon Termination or Change in Control

    Employment Arrangements and Potential Payments upon Termination or Change in Control Below are summaries of certain arrangements between the NEOs and the Company or Glacier Bank. These summaries do not purport to include all of the provisions of the employment agreements with each NEO, and this description is qualified in its entirety by reference to the full employment agreements, which can be accessed through links in our exhibit index to our Form 10-K for the year ended December 31, 2023. The terms “Cause,” “Good Reason,” and “Change in Control” are defined in the respective employment agreements with each NEO. Employment Agreements Each of the employment agreements with our NEOs was entered into effective March 5, 2018, and was amended on February 19, 2020. The term of each employment agreement is two years, and, unless terminated in accordance with the terms of the employment agreement, will be automatically extended for an additional one-year term on each February 19 thereafter (a “Renewal Date”), unless either the Company or the officer gives notice of non-renewal at least 120 days prior to a Renewal Date. Accordingly, the term of each employment agreement currently extends to February 19, 2025. Randall M. Chesler. Mr. Chesler’s employment agreement provides that, if his employment is terminated by the Company without Cause or by Mr. Chesler for Good Reason in the absence of a Change in Control, he will be entitled to receive an amount equal to the greater of (i) the amount of base salary payable during the remaining term and (ii) the amount he would be entitled to receive under Glacier Bank’s Severance Plan for Employees, in each case payable in equal monthly installments over a period of three years. The current terms of Glacier’s Severance Plan provide that employees covered by other arrangements, such as employment agreements, are not covered by or eligible for benefits under the Severance Plan. If Mr. Chesler’s employment is terminated by the Company or its successor without Cause either following the announcement of a Change in Control that subsequently occurs within two years following the Change in Control, or if Mr. Chesler terminates his employment for Good Reason within two years of a Change in Control, the agreement provides that Mr. Chesler will be entitled to receive a total amount equal to 2.99 times the compensation received by Mr. Chesler from the Company for the most recent calendar year, payable in 36 equal monthly installments. The payments to be received by Mr. Chesler will be reduced by any cash compensation that he receives from the Company or its successor following the Change in Control or after his termination of employment. Also, to the extent that any payment or distribution of any type would constitute an “excess parachute payment” as defined in Section 280(G) of the Internal Revenue Code, either the payments will be reduced to the largest amount that will result in no portion of those payments being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, or, if it would result in a better after-tax result, the payments will be made and Mr. Chesler will be responsible for paying the excise tax. In addition, the agreement prohibits Mr. Chesler from competing with the Company or its subsidiaries during the term of the agreement and for a three-year period following his termination of employment. Severance payments are subject to Mr. Chesler’s execution of a release of claims against the Company arising out of his employment or termination. Ron J. Copher. Except as described below, the terms of Mr. Copher’s employment agreement are substantially the same as those for Mr. Chesler. If Mr. Copher’s employment agreement is terminated by the Company without Cause or by Mr. Copher for Good Reason in the absence of a Change in Control, he will be entitled to receive an amount equal to the amount of the base salary payable during the remaining term in 24 equal monthly installments; provided that the payments will be accelerated as necessary to be paid in full by the end of the second calendar year after the calendar year in which the termination of his employment occurs. If Mr. Copher’s employment is terminated by the Company or its successor without Cause either following the announcement of a Change in Control that subsequently occurs within two years or following the Change in Control, or if Mr. Copher terminates his employment for Good Reason within two years of a Change in Control, Mr. Copher will be entitled to receive a total amount equal to two times the compensation he received for the most recent calendar year, payable in 24 equal monthly installments, subject to the same reductions as are applicable to Mr. Chesler. In addition, the agreement prohibits Mr. Copher from competing with the Company or its subsidiaries during the term of the agreement and for a two-year period following his termination of employment. Don J. Chery. The material terms of Mr. Chery’s employment agreement are the same as those for Mr. Copher. Potential Payments upon Termination or Change in Control The table below shows the maximum amounts that could have been paid to each NEO in 2023 under his respective agreement. The following information is based on the executive’s compensation at December 31, 2023 and assumes the triggering event occurred on December 31, 2023. Information regarding benefits payable to the NEOs under the Company’s Deferred Plan and SERP is included above in the section entitled “Director and Employee Plans.”

  46. Employment Arrangements and Potential Payments upon Termination or Change in Control

    | Randall M. Chesler | Termination by Company for Cause or by Executive without Good Reason ($) | Termination by Company without Cause or by Executive for Good Reason ($) | Death ($) | Disability ($) | Change-In-Control Termination ($) (1) | Retirement ($) | | Cash Severance | — | 1,052,127 | — | — | 7,992,586(2) | — | | 401(k) Plan | 18,150 | 18,150 | 18,150 | 18,150 | 18,150 | 18,150 | | Accrued Vacation (3) | 103,107 | 103,107 | 103,107 | 103,107 | 103,107 | 103,107 | | STIP (4) | — | 1,131,043 | 1,131,043 | 1,131,043 | 1,131,043 | 1,131,043 | | LTIP (RSU Accelerated Vesting) (5) | — | — | 2,003,459 | 2,003,459 | 2,003,459 | — | | TOTAL | 121,257 | 2,304,427 | 3,255,759 | 3,255,759 | 11,248,345 | 1,252,300 |

  47. Employment Arrangements and Potential Payments upon Termination or Change in Control

    (1)Represents cash payments in the event of termination (i) by the Company without Cause within two years of a Change in Control; (ii) by the Company without Cause before a Change in Control and within six months of termination if a Change in Control occurs; or (iii) if Mr. Chesler terminates his employment with Good Reason within two years of a Change in Control. The amount shown does not reflect any adjustment that would be made in the event that any payment or distribution of any type would constitute an “excess parachute payment” as defined in Section 280(G) of the Internal Revenue Code. (2)Beginning within 30 days after a qualifying termination following a Change in Control; payable in 36 substantially equal monthly payments. (3)Based on accrued hours times hourly pay rate. (4)Includes 100% of the current year bonus (2023), 50% of the prior year bonus (2022), and 25% of the preceding year bonus (2021). (5)Pursuant to the Award Agreement and related LTIP program document, the 2015 Equity Plan, and the "Rule of 80" (under which unvested RSUs become eligible for vesting when combined age and years of service add up to 80), Mr. Chesler’s unvested RSUs would vest immediately upon his death, disability, retirement, or qualifying termination with or without a Change in Control as shown in the table.

  48. Employment Arrangements and Potential Payments upon Termination or Change in Control

    | Ron J. Copher | Termination by Company for Cause or by Executive without Good Reason ($) | Termination by Company without Cause or by Executive for Good Reason ($) | Death ($) | Disability ($) | Change-In-Control Termination ($) (1) | Retirement ($) | | Cash Severance | — | 536,987 | — | — | 2,084,825(2) | — | | 401(k) Plan | 18,150 | 18,150 | 18,150 | 18,150 | 18,150 | 18,150 | | Accrued Vacation (3) | 63,305 | 63,305 | 63,305 | 63,305 | 63,305 | 63,305 | | STIP (4) | — | 403,504 | 403,504 | 403,504 | 403,504 | 403,504 | | LTIP (RSU Accelerated Vesting) (5) | — | 703,682 | 703,682 | 703,682 | 703,682 | 703,682 | | TOTAL | 81,455 | 1,725,628 | 1,188,641 | 1,188,641 | 3,273,466 | 1,188,641 |

  49. Employment Arrangements and Potential Payments upon Termination or Change in Control

    (1)Represents cash payments in the event of termination (i) by the Company without Cause within two years of a Change in Control; (ii) by the Company without Cause before a Change in Control and within six months of termination if a Change in Control occurs; or (iii) if Mr. Copher terminates his employment with Good Reason within two years of a Change in Control. The amount shown does not reflect any adjustment that would be made in the event that any payment or distribution of any type would constitute an “excess parachute payment” as defined in Section 280(G) of the Internal Revenue Code. (2)Beginning within 30 days after a qualifying termination following Change in Control; payable in 24 substantially equal monthly payments. (3)Based on accrued hours times hourly pay rate. (4)Includes 100% of the current year bonus (2023), 50% of the prior year bonus (2022), and 25% of the preceding year bonus (2021). (5)Pursuant to the Award Agreement and related LTIP program document, the 2015 Equity Plan, and the "Rule of 80", Mr. Copher’s unvested RSUs would vest immediately upon his death, disability, retirement, or qualifying termination with or without a Change in Control as shown in the table.

  50. Employment Arrangements and Potential Payments upon Termination or Change in Control

    | Don J. Chery | Termination by Company for Cause or by Executive without Good Reason ($) | Termination by Company without Cause or by Executive for Good Reason ($) | Death ($) | Disability ($) | Change-In-Control Termination ($) (1) | Retirement ($) | | Cash Severance | — | 469,058 | — | — | 1,379,433(2) | — | | 401(k) Plan | 18,150 | 18,150 | 18,150 | 18,150 | 18,150 | 18,150 | | Accrued Vacation (3) | 52,141 | 52,141 | 52,141 | 52,141 | 52,141 | 52,141 | | STIP (4) | — | 352,471 | 352,471 | 352,471 | 352,471 | 352,471 | | LTIP (RSU Accelerated Vesting) (5) | — | 614,741 | 614,741 | 614,741 | 614,741 | 614,741 | | TOTAL | 70,291 | 1,506,561 | 1,037,503 | 1,037,503 | 2,416,936 | 1,037,503 |

  51. Employment Arrangements and Potential Payments upon Termination or Change in Control

    (1)Represents cash payments in the event of termination (i) by the Company without Cause within two years of a Change in Control; (ii) by the Company without Cause before a Change in Control and within six months of termination if a Change in Control occurs; or (iii) Mr. Chery terminates his employment with Good Reason within two years of a Change in Control. The amount shown does not reflect any adjustment that would be made in the event that any payment or distribution of any type would constitute an “excess parachute payment” as defined in Section 280(G) of the Internal Revenue Code. (2)Beginning within 30 days after a qualifying termination following Change in Control; payable in 24 substantially equal monthly payments. (3)Based on accrued hours times hourly pay rate. (4)Includes 100% of the current year bonus (2023), 50% of the prior year bonus (2022), and 25% of the preceding year bonus (2021). (5)Pursuant to the Award Agreement and related LTIP program document, the 2015 Equity Plan, and the "Rule of 80", Mr. Chery’s unvested RSUs would vest immediately upon his death, disability, retirement, or qualifying termination with or without a Change in Control as shown in the table.

  52. CEO Compensation Pay Ratio

    CEO Compensation Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information for 2023, which is our last completed fiscal year: •The median of the annual total compensation of all Glacier employees (other than Mr. Chesler, our President and CEO), was $58,009; and •The annual total compensation of Mr. Chesler was $2,957,499. Based on this information, the ratio for 2023 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 51:1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. SEC rules allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure. We believe there have been no changes in our employee population or employee compensation arrangements that would result in a significant change to this pay ratio disclosure. Therefore, we are using the same median employee identified last year for this year’s disclosure. We completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO: •The median employee was identified for 2022 based on the employee population on December 31, 2022, which consisted of all full-time, part-time, temporary, and seasonal employees employed on that date. •To find the median of the annual total compensation of all our employees (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for the fiscal year 2022. In making this determination, we annualized the compensation of full-time and part-time permanent employees who were employed on December 31, 2022, but who did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. •We identified our median employee using this compensation measure and methodology, which was consistently applied to all employees who were included in the calculation. •Based on our decision to use the same median employee identified in 2022, we reviewed 2023 compensation for this median employee, which was calculated by adding together all elements of this employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $58,009. •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table.

  53. 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 for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  54. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment based on: 4 | | | | | Year | Summary Compensation Table Total for PEO 1 ($) | Compensation Actually Paid to PEO 1, 2, 3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Table Total for Non-PEO NEOs 1,2,3 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Return on Tangible Equity (excluding AOCI) 5 | | 2023 | 2,957,499 | 2,620,559 | 1,155,323 | 1,042,223 | 102.26 | 115.69 | 223 | 9.8% | | 2022 | 3,150,825 | 2,890,225 | 1,189,152 | 1,103,734 | 117.62 | 116.10 | 303 | 14.1% | | 2021 | 2,890,546 | 3,232,967 | 1,090,836 | 1,189,375 | 131.22 | 124.74 | 285 | 14.8% | | 2020 | 2,332,869 | 2,359,141 | 946,582 | 948,582 | 103.81 | 91.29 | 266 | 15.8% |

  55. Pay Versus Performance

    (1) Randall M. Chesler, our CEO, was our PEO for each year presented and Ron J. Copher and Don J. Chery were our Non-PEO NEOs for each year presented. The Compensation and Human Capital Committee did not consider the pay versus performance disclosure in making its pay decisions for any of the years shown. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the increase in the actuarial present value of accumulated benefit under Glacier’s SERP amounts which is reported as a Change in Pension Value in the Summary Compensation Table in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. Amounts in the Inclusion of Pension Service Cost are based on the annual amount contributed by the Company for services rendered during the listed year.

  56. Pay Versus Performance

    | | 2023 | | | Summary Compensation Table Total | PEO ($) | Non-PEO NEOs Average ($) | | Summary Compensation Table Total | 2,957,499 | 1,155,323 | | Exclusion of Change in Pension Value | (158,107) | (49,212) | | Exclusion of Stock Awards | (1,175,964) | (408,892) | | Inclusion of Pension Service Cost | 122,212 | 33,464 | | Inclusion of Equity Values | 874,919 | 311,540 | | Compensation Actually Paid | 2,620,559 | 1,042,223 |

  57. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables before are derived from the amounts set forth in the following tables.

  58. Pay Versus Performance

    | | 2023 | | | Equity Values Table Total | PEO ($) | Non-PEO NEOs Average ($) | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 1,056,534 | 367,365 | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | (144,591) | (44,602) | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year | — | — | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | (37,024) | (11,223) | | Fair Value at Last day of Prior Year of Equity Awards Forfeited During Year | — | — | | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Included | — | — | | Total - Inclusion of Equity Values | 874,919 | 311,540 |

  59. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table uses the KBW Nasdaq Regional Banking Index (“KBW Regional Banking Index”), which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Regional Banking Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined ROTE (excluding AOCI) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This financial measure is described in the "Profit Sharing and 401(k) Plan" section of the Compensation Discussion and Analysis in this Proxy Statement. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return ("TSR") The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the KBW Regional Banking Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Metric The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our ROTE (excluding AOCI) during the four most recently completed fiscal years. Tabular List of Most Important Financial and Non-Financial Performance Measures The following list presents the financial and non-financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this list are not ranked. •Return on Tangible Equity (both including and excluding AOCI) •Diluted Earnings per Share •Relative Total Shareholder Return (to the Compensation Peer Group) •Non-performing Assets / Total Subsidiary Assets •Net Demand Deposit Account Growth (# of accounts) •Efficiency Ratio •Net Interest Margin