GLACIER BANCORP INC (GBCI)
Sector: Financials
2026 Annual Meeting Analysis
GLACIER BANCORP INC · Meeting: April 29, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
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.
Say on Pay
✓ FORCEO
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 Ratification
✓ FORAuditor
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.
Overall Assessment
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.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing