Sector: Financials
GLACIER BANCORP INC · Meeting: April 29, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2018 with extensive banking experience; no overboarding, attendance, or independence issues; TSR underperformance gap of -11.6pp vs. peer median does not trigger the 35pp threshold for low-positive TSR companies.
Director since 2021 with relevant business and governance experience; serves on one other public board (Red Rock Resorts) which is within limits; TSR trigger does not apply.
CEO and director since 2016; subject to the same TSR trigger as other directors, but the -11.6pp gap vs. peer median falls well short of the 35pp threshold required to trigger a No vote.
Director since 2022; tenure of approximately four years overlaps with the underperformance period but the -11.6pp gap does not meet the 35pp trigger threshold; brings community development expertise.
Director since 2012 with strong legal and banking regulatory background; no flags on overboarding, attendance, or independence; TSR trigger does not apply.
Director since 2021 with human capital and business operations expertise; no overboarding or attendance issues; TSR trigger does not apply.
Director since 2021 with real estate development and finance background; no flags triggered; TSR underperformance does not reach the 35pp threshold.
Director since 2005 and Board Chair; long-tenured CPA with deep financial expertise; the 3-year TSR gap of -11.6pp vs. peer median is well below the 35pp threshold needed to trigger a No vote.
Director since 2006 with community business perspective; all attendance and independence standards met; TSR trigger does not apply.
Director since 2025; joined within the past 24 months and is therefore fully exempt from the TSR underperformance trigger under policy.
All ten director nominees receive a FOR recommendation. GBCI's 3-year stock return of +18.1% is a low-positive result, and its underperformance vs. the company-disclosed compensation peer group median is -11.6 percentage points — well below the 35pp threshold required to trigger a No vote. No director has overboarding issues, attendance problems, or independence concerns. Beth Noymer Levine joined in 2025 and is exempt from the TSR trigger. The board discloses a skills matrix, has clear financial expertise on the audit committee, and all independent directors serve on all four committees.
CEO
Randall M. Chesler
Total Comp
$3,661,972
Prior Support
97.7%%
CEO Randall Chesler received total compensation of $3,661,972 in 2025, which is reasonable for a CEO of a $5.7 billion market cap regional bank that completed its largest-ever acquisition year, growing total assets to $32 billion. The pay mix is strong — approximately 70% of the CEO's total pay is variable and performance-linked, well above the 50-60% policy threshold, and the fixed salary portion is comfortably below 40% of total pay. The incentive plan uses meaningful, measurable metrics including pre-provision net revenues, asset quality, efficiency ratio, and relative total shareholder return, and the 2025 short-term bonus paid out at 138% of target reflecting genuinely strong financial results (net income up 26%, net interest income up 26%). The company maintains a clawback policy, stock ownership requirements, anti-hedging and anti-pledging policies, and received 97.7% shareholder support on Say-on-Pay in 2025 — signaling broad investor confidence in the compensation structure.
Auditor
Forvis Mazars, LLP
Tenure
21 yrs
Audit Fees
$1,840,000
Non-Audit Fees
$0
Forvis Mazars charged $1,840,000 in audit fees for 2025 with zero non-audit fees, giving a non-audit ratio of 0% — far below the 50% threshold that would raise independence concerns. Auditor tenure is approximately 21 years (auditing fiscal years 2005 through 2025), which is below the 25-year threshold that would trigger a No vote. No material financial restatements were identified. The firm is a large national firm appropriate for a $5.7 billion market cap regional bank.
Meeting held April 29, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Randall M. Chesler | 99.3% | 97.4M | 703,254 | ✓ Elected |
| Kristen L. Heck | 99.2% | 97.2M | 833,575 | ✓ Elected |
| David C. Boyles | 99.1% | 97.2M | 843,293 | ✓ Elected |
| Michael B. Hormaechea | 99.1% | 97.2M | 856,987 | ✓ Elected |
| Jesus T. Espinoza | 99.1% | 97.2M | 864,426 | ✓ Elected |
| Beth Noymer Levine | 99.1% | 97.2M | 875,081 | ✓ Elected |
| Robert A. Cashell, Jr. | 98.7% | 96.8M | 1.3M | ✓ Elected |
| Annie M. Goodwin | 98.3% | 96.4M | 1.6M | ✓ Elected |
| Craig A. Langel | 98.3% | 96.4M | 1.7M | ✓ Elected |
| Douglas J. McBride | 98.2% | 96.2M | 1.8M | ✓ Elected |
Say on Pay
For 93.9M · Against 3.8M · Abstain 302,689
Auditor Ratification
For 108.6M · Against 1.7M · Abstain 97,043
The 2026 Glacier Bancorp annual meeting presents three standard proposals — director elections, Say-on-Pay, and auditor ratification — all of which receive FOR recommendations. The compensation program is well-structured with strong performance linkage and shareholder-friendly governance practices, the auditor fee profile is clean with zero non-audit fees, and the board's TSR underperformance relative to peers falls well short of the threshold needed to trigger any director No votes.
22 companies disclosed in 2026 proxy filing