gbci-20240315

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. __ )

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Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12


GLACIER BANCORP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

GLACIER BANCORP, INC.
49 Commons Loop
Kalispell, Montana 59901

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to Be Held April 24, 2024
9:00 a.m. Mountain Time

To the Shareholders of Glacier Bancorp, Inc.:

We cordially invite you to attend the 2024 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company”), to be conducted on April 24, 2024, at 9:00 a.m. Mountain Time (the “Annual Meeting”) at The Hilton Garden Inn, 1840 Highway 93 South, Kalispell, Montana. The purpose of the Annual Meeting is to vote on the following proposals:

1.To elect ten directors to serve on the Company’s board of directors until the 2025 annual meeting of shareholders;

2.To vote on an advisory (non-binding) resolution to approve the compensation of the Company’s Named Executive Officers;

3.To ratify the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

4.To consider such other matters as may properly come before the meeting or any adjournments or postponements.

If you were a shareholder of record or beneficial owner on February 22, 2024, you may vote on the proposals presented at the Annual Meeting. We encourage you to promptly vote by phone or via the Internet, or complete and return the enclosed proxy card or voting instruction form, to ensure that your shares will be represented and voted at the meeting in accordance with your instructions. If you attend the meeting in person, you generally will be able to withdraw your proxy and vote your shares.

Further information regarding voting rights and the business to be transacted at the Annual Meeting is included in the accompanying Proxy Statement. The directors, officers, and employees who serve you genuinely appreciate your continued interest and support as a shareholder in the affairs of the Company and in its growth and development.


March 15, 2024			BY ORDER OF THE BOARD OF DIRECTORS
			/s/ Ron J. Copher
			Ron J. Copher, Secretary


YOUR VOTE IS IMPORTANT Whether or not you plan to attend the Annual Meeting, please vote promptly by phone or via the Internet, or sign and date your proxy card or voting instruction form and return it in the enclosed postage prepaid envelope. You do not need to retain the proxy card or voting instruction form in order to be admitted to the Annual Meeting. If you attend the Annual Meeting, you may vote either in person or by proxy. You may revoke any proxy that you have given either in writing or in person at any time prior to the proxy’s exercise.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 24, 2024. A copy of this Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2023, which includes our Form 10-K, are available at www.proxyvote.com.

TABLE OF CONTENTS


			Page
INFORMATION ABOUT THE MEETING			1
Voting on Matters Presented			2
Voting in Person at the Annual Meeting			3
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF			3
Principal Shareholders			3
Directors and Named Executive Officers			4
DELINQUENT SECTION 16 (a) REPORTS			5
TRANSACTIONS WITH MANAGEMENT			5
Certain Transactions			5
SHAREHOLDER ENGAGEMENT			5
PROPOSAL NO. 1 ELECTION OF DIRECTORS			5
Director Nominees			6
CORPORATE GOVERNANCE			9
Corporate Governance Guidelines and Policies			9
Board Leadership Structure			10
Director Qualifications			11
Majority Voting Policy			11
Director Independence			12
Shareholder Communications with the Board of Directors			12
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS			12
Board Authority for Risk Oversight			12
Committees and Committee Membership			13
COMPENSATION OF DIRECTORS			16
Director Compensation Table			17
Director Equity Compensation			17
MANAGEMENT			18
Named Executive Officers Who Are Not Directors			18
EXECUTIVE COMPENSATION			18
COMPENSATION DISCUSSION AND ANALYSIS			19
REPORT OF COMPENSATION AND HUMAN CAPITAL COMMITTEE			29
EXECUTIVE COMPENSATION TABLES			30


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
202 5 SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			45
ANNUAL REPORT TO SHAREHOLDERS			46
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS			46

GLACIER BANCORP, INC.
49 Commons Loop
Kalispell, Montana 59901
(406) 756-4200

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 24, 2024: This Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2023, which includes our Form 10-K, are available at www.proxyvote.com.

In this Proxy Statement, the terms “we,” “us” and “our” refer to Glacier Bancorp, Inc.

INFORMATION ABOUT THE MEETING

Meeting Information. This Proxy Statement and the accompanying proxy card or voting instruction form are being sent to shareholders on or about March 15, 2024, for use in connection with the 2024 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company” or “Glacier”), to be held on Wednesday, April 24, 2024, at 9:00 a.m. Mountain Time (the “Annual Meeting”) at The Hilton Garden Inn, 1840 Highway 93 South, Kalispell, Montana.

Record Date. If you were a shareholder on February 22, 2024 (the “Record Date”), you are entitled to vote at the Annual Meeting. There were approximately 113,382,094 shares of our common stock outstanding on the Record Date.

Quorum. The quorum requirement for holding the Annual Meeting and transacting business is a majority of the outstanding shares entitled to be voted. The shares may be present in person or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes (as defined below) are counted as present for the purpose of determining the presence of a quorum.

Voting Your Shares Now or at the Annual Meeting. To vote now, follow the instructions on your proxy card or voting instruction form. Please vote promptly via the Internet (www.proxyvote.com) or phone (1-800-690-6903) or by completing and mailing your proxy card or voting instruction form. You generally may vote your shares at the Annual Meeting if you attend in person.

Revocation. Any proxy given by a shareholder of record or voting instructions given by a beneficial owner may be revoked before the proxy or voting instructions are exercised at the Annual Meeting by telephone, Internet or mail received prior to 11:59 p.m. Eastern Time on Tuesday, April 23, 2024, or by attending the Annual Meeting in person.

Solicitation of Proxies. Our board of directors (“Board”) is soliciting shareholder proxies, and we will pay the associated costs. Solicitation may be made by our directors, officers and employees or by the directors, officers and employees of the divisions of our banking subsidiary, Glacier Bank (“Glacier Bank”), operating under the following names:


•Altabank (American Fork, Utah)			•First State Bank (Wheatland, WY)
•Bank of the San Juans (Durango, CO)			•Glacier Bank (Kalispell, MT)
•Citizens Community Bank (Pocatello, ID)			•Heritage Bank of Nevada (Reno, NV)
•Collegiate Peaks Bank (Buena Vista, CO)			•Mountain West Bank (Coeur d’Alene, ID)
•First Bank of Montana (Lewistown, MT)			•The Foothills Bank (Yuma, AZ)
•First Bank of Wyoming (Powell, WY)			•Valley Bank of Helena (Helena, MT)
•First Community Bank Utah (Layton, UT)			•Western Security Bank (Billings, MT)
•First Security Bank (Bozeman, MT)			•Wheatland Bank (Spokane, WA)
•First Security Bank of Missoula (Missoula, MT)

We do not expect to engage an outside firm to provide proxy solicitation services. However, if we do, we will pay a fee for such services. Solicitation may be made through the mail or by telephone, facsimile, email, or in person.

Voting on Matters Presented

Proposal No. 1 - Election of Directors. The ten director nominees who receive the highest number of affirmative votes will be elected. Shareholders are not permitted to cumulate their votes for the election of directors. Votes may be cast FOR or WITHHELD from each nominee. Votes that are withheld and broker non-votes will have no effect on the outcome of the election.

As described in the section entitled “Corporate Governance – Majority Voting Policy,” the Company has adopted a Majority Voting Policy. Under the policy, as part of the nomination of directors, each of our director nominees is required to tender an irrevocable resignation as a director of the Company. The Company has such a letter on file from each director nominee. If any such director nominee receives more WITHHELD votes than FOR votes in an uncontested election of directors, his or her resignation will be considered by the Company’s Nominating/Corporate Governance Committee (the “Nominating/Governance Committee”) and the Board.

Proposal No. 2 - Advisory (Non-Binding) Vote on Executive Compensation. A vote FOR this proposal by a majority of the shares voting on the proposal is required to approve the advisory (non-binding) resolution on the compensation of our officers named in the Summary Compensation Table below (the “Named Executive Officers”). You may vote FOR, AGAINST or ABSTAIN from approving the advisory (non-binding) resolution on executive compensation. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm. The proposal to ratify the appointment of FORVIS, LLP as the Company’s independent registered public accounting firm (also referred to as “independent auditors”) for the fiscal year ending December 31, 2024, will be approved if a majority of the shares voting on the proposal are cast FOR the proposal. You may vote FOR, AGAINST or ABSTAIN from approving the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Voting by Shareholders of Record and Beneficial Owners. A significant percentage of Glacier shareholders hold their shares through a broker, bank or other nominee rather than directly in their own names listed in the records maintained by the Company’s transfer agent. As summarized below, there are some differences between the two types of ownership.

Shareholders of Record. If your shares are registered directly in your name with Glacier’s transfer agent, Equiniti Trust Company, LLC, you are considered the shareholder of record with respect to those shares, and you have the right to grant your voting proxy directly to Glacier. We have enclosed a proxy card for you to use. You also may vote in person at the Annual Meeting as described in the section entitled “Voting in Person at the Annual Meeting.”

Shares represented by properly executed proxies that are received prior to the deadline for submitting proxies and that are not revoked will be voted in accordance with the instructions indicated on the proxies. If no instructions are indicated, the persons named in the proxy will vote the shares represented by the proxy (i) FOR the director nominees listed in this Proxy Statement, (ii) FOR the advisory (non-binding) resolution to approve the compensation of our Named Executive Officers ("NEOs"), and (iii) FOR ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm.

Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee (including shares held for your account in the Company’s Profit Sharing and 401(k) Plan (“401(k) Plan”)), you are considered the beneficial owner of the shares, and these proxy materials are being forwarded to you by your broker, other nominee, or the trustee for the 401(k) Plan. As the beneficial owner, you have the right to direct your broker, other nominee or the trustee on how to vote. You are being provided with a voting instruction form to use in directing how your shares are to be voted. Beneficial owners (other than participants in the 401(k) Plan) generally are also permitted to vote in person as described in the section entitled “Voting in Person at the Annual Meeting.”

Under the rules of the New York Stock Exchange (the "NYSE") governing voting by brokers, brokers may vote on behalf of their customers without voting instructions or other customer authorization only on routine meeting proposals. Brokers cannot vote on behalf of beneficial owners on non-routine proposals (defined as “broker non-votes”) unless the beneficial owner provides voting instructions. Generally, broker non-votes occur with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting power to vote such shares.

If your shares are held in a brokerage account and you do not submit voting instructions to your broker, your broker may vote your shares at this meeting only on the ratification of the appointment of the independent registered public accounting firm, which is a routine proposal under the NYSE’s rules. If no instructions are given with respect to the other two proposals, your broker cannot vote your shares on those proposals.

Voting in Person at the Annual Meeting

You may vote your shares at the Annual Meeting even if you have previously submitted your vote (except for participants in the 401(k) Plan). If you choose to vote your shares in person at the Annual Meeting, please bring the enclosed proxy card or voting instruction form and proof of identification. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

There were approximately 113,382,094 shares of common stock outstanding on the Record Date.

Principal Shareholders

The following table includes information as of December 31, 2023, concerning the persons or entities, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), who or which was known to us to be the beneficial owner of more than 5% of the Company’s issued and outstanding common stock on the Record Date.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class
Common Stock	BlackRock, Inc. 55 East 52nd Street New York, NY 10055	14,183,609 (2)	12.5%
Common Stock	The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	12,350,033 (3)	10.9%

(1)Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”) under the Exchange Act, a person or entity is considered to beneficially own shares of common stock if the person or entity has or shares (i) voting power, meaning the power to vote or to direct the voting of the shares, or (ii) investment power, meaning the power to dispose of or to direct the disposition of the shares.

(2)A Schedule 13G/A filed with the SEC on January 23, 2024, indicates that BlackRock, Inc. (“BlackRock”), had sole voting power over 13,930,091 shares and sole dispositive power over 14,183,609 shares of the Company’s common stock. The securities are beneficially owned by various BlackRock subsidiaries, including BlackRock Fund Advisors, which has beneficial ownership of more than 5% of the outstanding common stock. For purposes of the Exchange Act, BlackRock is deemed to be a beneficial owner of such shares.

(3)A Schedule 13G/A filed with the SEC on February 13, 2024, indicates that The Vanguard Group, Inc. (“Vanguard”) had shared voting power over 73,126 shares, sole dispositive power over 12,157,370 shares, and shared dispositive power over 192,663 shares of the Company’s common stock. The securities are beneficially owned by various Vanguard subsidiaries. For purposes of the Exchange Act, Vanguard is deemed to be a beneficial owner of such shares.

Directors and Named Executive Officers

The following table shows, as of February 22, 2024, the amount of Glacier common stock beneficially owned by (a) each director and director nominee of the Company, (b) the NEOs, and (c) all of Glacier’s directors, director nominees, and Named Executive Officers as a group. Beneficial ownership is a technical term broadly defined by the SEC. In general, beneficial ownership includes (i) securities over which a director or a NEO is deemed to have voting or investment power, either directly or indirectly, and (ii) stock options or other rights that are exercisable currently or become exercisable within 60 days of the date as of which the beneficial ownership was determined. Except as noted below, each holder has sole voting and investment power for all shares beneficially owned.

Name and Address**
of Beneficial Owner

Position

Amount and Nature of
Beneficial Ownership of
Common Stock as of
February 22, 2024 (1)

Named Executive Officers

Randall M. Chesler

Director, President and Chief Executive Officer (“CEO”)

66,203

(2)

Ron J. Copher

Executive Vice President (“EVP”), Chief Financial Officer (“CFO”) and Secretary

99,001

(3)

Don J. Chery

EVP and Chief Administrative Officer (“CAO”)

39,023

(4)

Directors

David C. Boyles

Director

31,416

(5)

Robert A. Cashell, Jr.

Director

131,676

Sherry L. Cladouhos

Director

24,728

(6)

Jesus T. Espinoza

Director

2,930

Annie M. Goodwin

Director

20,159

(7)

Kristen L. Heck

Director

8,567

Michael B. Hormaechea

Director

4,591

Craig A. Langel

Director, Chair of the Company and Glacier Bank

93,883

(8)

Douglas J. McBride

Director

17,290

Executive officers and directors as a group (12 individuals)

539,467

* Represents less than 1% of outstanding common stock.

** The business address for each beneficial owner is 49 Commons Loop, Kalispell, Montana 59901.

(1)The numbers and percentages shown are based on the number of shares of Glacier common stock deemed beneficially owned under applicable regulations and have been adjusted for stock splits and stock dividends.

(2)Includes 4,685 shares held for Mr. Chesler’s account in the Company’s 401(k) Plan.

(3)Includes 27,916 shares held for Mr. Copher’s account in the Company’s 401(k) Plan.

(4)All shares are held jointly with Mr. Chery’s spouse.

(5)Includes 28,116 shares held jointly with Mr. Boyles’ spouse.

(6)Includes 23,843 shares held jointly with Ms. Cladouhos’ spouse; and 885 shares held as custodian for immediate family members pursuant to the Uniform Transfers to Minors Act.

(7)Includes 5,138 shares held in Ms. Goodwin's IRA account

(8)Includes 93,766 shares held directly by Mr. Langel and 117 shares owned by Mr. Langel’s spouse.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers to file reports of their ownership of Glacier’s common stock to the SEC. Based solely on a review of the filings made with the SEC and written representations from our directors and executive officers, we believe that all Section 16(a) filing requirements that apply to our directors and executive officers were complied with for the fiscal year ended December 31, 2023, except for one Form 4 filed after the due date to report two 2023 gifts by director David C. Boyles.

TRANSACTIONS WITH MANAGEMENT

Certain Transactions

Transactions between Glacier or its affiliates and related persons (including directors and executive officers of Glacier or their immediate family members) generally must be approved by the Audit Committee (or a comparable committee of independent disinterested directors), in accordance with the Related Person Transactions Policy adopted by the Board. Under the policy, a transaction between Glacier or Glacier Bank and a “related person” will be consummated only if (i) the designated committee, or a majority of the disinterested independent members of the Board, approves or ratifies such transaction in accordance with the guidelines set forth in the policy and (ii) the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party.

During 2023, certain directors and executive officers (and their associates) of Glacier and Glacier Bank were customers of one or more of our bank divisions, and it is anticipated that such individuals will continue to be customers in the future. All transactions between Glacier Bank and such executive officers and directors (and their associates) were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the bank, and, in the opinion of management, did not involve more than the normal risk of collectability or present other unfavorable features.

SHAREHOLDER ENGAGEMENT

Discussions with Our Shareholders

Throughout 2023 and 2024, management continued to maintain open lines of communication with significant shareholders. These recent discussions with significant shareholders followed our 2022 shareholder engagement program, which focused on corporate governance topics.

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.

Director Nominees

Name

Age(1)

Gender

Director

Since

Independent?

Committee Memberships(2)

David C. Boyles (3)

2018

Yes

A (Chair), CP, CM, N/G, RO

Robert A. Cashell, Jr.

2021

Yes

A, CP, CM (Chair), N/G, RO

Randall M. Chesler (4)

2016

Jesus T. Espinoza

2022

Yes

A, CP, CM, N/G, RO

Sherry L. Cladouhos

2010

Yes

A, CP (Chair), CM, N/G, RO

Annie M. Goodwin

2012

Yes

A, CP, CM, N/G, RO (Chair)

Kristen L. Heck

2021

Yes

A, CP, CM, N/G, RO

Michael B. Hormaechea

2021

Yes

A, CP, CM, N/G, RO

Craig A. Langel (3),(5)

2005

Yes

A, CP, CM, N/G, RO

Douglas J. McBride

2006

Yes

A, CP, CM, N/G (Chair), RO

(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.

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.

CORPORATE GOVERNANCE

Corporate Governance Guidelines and Policies

The Board is committed to good business practices, transparency in financial reporting, and high standards of corporate governance. Glacier operates within a comprehensive plan of corporate governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct, and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance. The Board periodically reviews our governance policies and practices against those suggested by various groups or authorities active in corporate governance and the practices of other companies, as well as the requirements of the related SEC rules and listing standards of the NYSE.

Our Governance Documents and Policies

You can access the following corporate governance documents of the Company by visiting the Company’s website at www.glacierbancorp.com and clicking on “Governance Documents” or by writing to Corporate Secretary, 49 Commons Loop, Kalispell, Montana 59901:

•Nominating/Corporate Governance Committee Charter

•Compensation and Human Capital Committee Charter

•Compliance Committee Charter

•Audit Committee Charter

•Credit Risk Management Committee Charter

•Risk Oversight Committee Charter

•Director Code of Ethics Policy

•Code of Ethics for Senior Financial Officers

•Code of Business Conduct & Ethics

•Corporate Governance Policy

•Clawback Policy

•Anti-Hedging Policy

•Anti-Pledging and Margin Account Policy

•Majority Voting Policy

•Director and Executive Officer Stock Ownership and Retention Guidelines Policy

•Community and Social Responsibility Report

Codes of Ethics

The Board has adopted a Director Code of Ethics Policy, as well as a Code of Ethics for Senior Financial Officers that applies to the Company’s president, chief executive officer, chief financial officer, chief administrative officer, chief accounting officer, and any persons performing similar functions. The Company also has a Code of Business Conduct and Ethics that governs its employees.

Corporate Governance Policy

The Board has adopted a Corporate Governance Policy to facilitate the effective oversight of the Company’s management and strategic objectives for the benefit of our shareholders. The Corporate Governance Policy sets forth the independence and other qualification standards for directors, including with regard to diversity of backgrounds, skills and other attributes, adherence to the highest financial standards, and ownership of our shares. The policy outlines the responsibilities of directors regarding, among other matters, attendance at meetings and the exercise of diligence and sound, independent judgment while acting in good faith and in a manner the director reasonably believes to be in the best interests of the Company. The Corporate Governance Policy also addresses the Board’s oversight of the Company’s strategic objectives, financial budgets, corporate policies, executive succession planning, and the effectiveness of management and management’s accountability for achieving Company results. The policy assures the Board’s access to management and independent advisors and outlines principles for director compensation.

As required under our Corporate Governance Policy, members of the Board conduct a self-evaluation at least annually under the oversight of the Nominating/Governance Committee to determine whether the Board and each of its committees are functioning effectively. The results of the evaluation also inform the Committee’s recommendations for Board candidates. The Nominating/Governance Committee will make recommendations to the Board based on the annual evaluation outcomes.

See the subheading “Nominating/Corporate Governance Committee” below for a discussion of recent actions.

Clawback Policy

The Board has adopted a “clawback” policy providing for the recovery of incentive compensation in specified circumstances. Under the clawback policy, if Glacier is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct a material error in previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company will seek to recover compensation from any current or former executive officer who received incentive compensation based wholly or in part upon the attainment of a financial reporting measure during the three-year period preceding the date of the restatement, in excess of what would have been paid to the executive under the accounting restatement.

Anti-Hedging Policy

The Board has adopted an Anti-Hedging Policy that prohibits our directors, officers and employees from engaging in a “hedging transaction,” which is generally a transaction that would have the economic effect of establishing a downside price protection in connection with Glacier common stock owned by such person, whether by purchasing or selling a security or derivative security, or otherwise. This type of transaction may create the appearance that the person’s interests are not aligned with those of our shareholders generally, to the extent that it is designed to hedge or offset any decrease in the market value of Glacier common stock, some or all of which may have been granted to our directors, officers and employees as part of their compensation.

Anti-Pledging and Margin Account Policy

The Board has adopted an Anti-Pledging and Margin Account Policy that prohibits our directors and executive officers from pledging Glacier common stock as collateral or from holding Glacier common stock in a margin account.

See the subheading “Majority Voting Policy” below for a discussion of that policy.

Stock Ownership and Retention Guidelines Policy

On December 29, 2021, the Board approved a revised Director and Executive Officer Stock Ownership and Retention Guidelines Policy (the “Stock Ownership Policy”) for its directors and executive officers which is intended to help closely align the financial interests of such persons with those of Glacier’s shareholders. Within five years after appointment or election to the Board, each director is expected to acquire and retain shares of Glacier common stock having a market value of at least five times his or her annual cash retainer, exclusive of committee fees. All directors have met the guideline or are on track to meet the guideline within the required timeframe.

Executive officers who are required to file reports pursuant to Section 16 of the Exchange Act are similarly expected, within five years of appointment or within three years of an increase in base salary, to acquire and retain Glacier shares having a specified market value. The CEO is expected to own shares having a market value equal to at least six times his or her annual base salary, and each other executive officer is expected to own shares having a market value equal to at least four times his or her annual base salary. Each of our executive officers has met the guideline or is on track to meet the guideline within the required timeframe.

The Stock Ownership Policy permits the inclusion of unvested restricted stock units (“RSUs”) when calculating a director or executive officer's level of share ownership. Unless a director or executive officer has achieved the applicable guideline level of share ownership, he or she is required to retain an amount equal to 50% of the net shares received as a result of the exercise, vesting or payment of any Glacier equity awards granted to him or her. Other members of senior management who are eligible to receive equity-based awards are also subject to stock retention guidelines, which include the same requirement to retain 50% of all net shares received if the requirements under the applicable guidelines are not met.

Board Leadership Structure

The Board is committed to maintaining an independent Board. To that end, it has been our practice to separate the duties of Chair and CEO. At this time, the Board believes that the separation of duties of Chair and CEO eliminates any inherent conflict of interest that may arise when the roles are combined and that a non-

employee director who is not serving as an executive officer of Glacier can best provide the necessary leadership and objectivity required as Chair.

Director Qualifications

The Board believes that it is necessary for each of our directors to possess many qualities and skills. All of our directors bring to our Board a wealth of leadership experience derived from their extensive board service and their service in a variety of professional and executive positions, as follows:

Director Nominee

Banking Industry

Audit / Accounting / Finance

Business Operations

Legal / Regulatory

Risk Management

Executive Leadership

Human Capital / Diversity

Annie M.Goodwin

●

Craig A. Langel

●

David C. Boyles

●

Douglas J. McBride

●

Kristen L. Heck

●

Michael B. Hormaechea

●

Randall M. Chesler

●

Robert A Cashell Jr

●

Sherry L.Cladouhos

●

Jesus T. Espinoza

●

As outlined in our Corporate Governance Policy and its charter, the Nominating/Governance Committee is responsible for, among other duties, monitoring Board composition and the oversight and nomination process for director nominees. To this end, the Nominating/Governance Committee annually reviews the experience, qualifications, attributes and skills of each director and nominee as part of its evaluation as to whether or not the nominees are the right individuals to serve on Glacier’s Board and help Glacier successfully meet its long-term strategic plans. Because each director must be re-elected at each annual meeting, the Nominating/Governance Committee has a yearly opportunity to assess these factors and, if appropriate, determine not to re-nominate any director. A more detailed discussion regarding the considerations given by the Nominating/Governance Committee when considering director nominees is set forth below in the section entitled “Nominating/Corporate Governance Committee.”

Majority Voting Policy

The Company has adopted the Majority Voting Policy under which each director nominee is required to tender an irrevocable resignation as a director of the Company. The Company has such a letter on file from each 2024 director nominee. If any such nominee receives more WITHHELD votes than FOR votes in an uncontested election of directors, his or her resignation will be considered by our Nominating/Governance Committee and our Board.

We believe that the Majority Voting Policy enhances our accountability to shareholders by formalizing the consequences of a “majority withhold” vote and demonstrating our responsiveness to director election results, while at the same time protecting the long-term interests of the Company and its shareholders.

An “uncontested election” is generally an election in which the number of nominees for election does not exceed the number of Board positions to be filled. In a contested election, the Majority Voting Policy will not apply, and the nominees will be elected by plurality voting.

The Nominating/Governance Committee will consider any director resignation tendered under the policy and recommend to the Board the action to be taken with respect to such resignation. The Nominating/Governance Committee may recommend that the resignation be accepted or to defer acceptance until a qualified replacement director is identified and elected to the Board. The Nominating/Governance Committee may also recommend that the resignation be rejected, either: (i) unconditionally; (ii) by addressing what the Nominating/Governance Committee believes to be the underlying reasons for the failure of the director to receive more FOR votes than WITHHELD votes; or (iii) by resolving that the director will not be re-nominated in the future for election.

In considering a tendered resignation, the Nominating/Governance Committee is authorized to consider all factors it deems relevant to the best interests of the Company and its shareholders. The policy contains a non-exclusive list of the factors that may be considered in any particular circumstance.

The Board (excluding the director whose resignation is being considered) will act on the recommendations of the Nominating/Governance Committee no later than 90 days following certification of the shareholder vote. The Board is authorized to consider information and factors which led to the nomination of the director by the Nominating/Governance Committee and any additional factors the Board deems relevant to the best interests of the Company and its shareholders. Following the Board’s decision, the Company will promptly publicly announce such decision, provide an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation.

Director Independence

With the assistance of legal counsel to the Company, the Nominating/Governance Committee has reviewed the applicable legal standards for Board and Board committee member independence. The Nominating/Governance Committee has also reviewed the answers to annual questionnaires completed by each of the directors, which identify any potential director-affiliated transactions.

The Board then analyzed the independence of each director other than our CEO and determined whether they met the standards regarding independence described in our Corporate Governance Policy, including those required by applicable law, regulation and listing standards of the NYSE. The Board determined whether or not each such director is free of relationships that would interfere with the individual exercise of independent judgment. In determining the independence of each such director, the Board considered many factors, including loans to directors and any entities controlled by a director. Each such loan was made on the same terms as comparable transactions made with persons not related to Glacier, Glacier Bank, or our bank divisions. Such arrangements are discussed under the section entitled “Transactions with Management.”

Based on the standards described above, the Board determined that each of the directors listed in the table below is independent but that Randall M. Chesler, Glacier’s President and CEO, is not independent.


•David C. Boyles			•Robert A. Cashell, Jr.
•Sherry L. Cladouhos			•Jesus T. Espinoza
•Annie M. Goodwin			•Kristen L. Heck
•Michael B. Hormaechea			•Craig A. Langel
•Douglas J. McBride

Shareholder Communications with the Board of Directors

As described in our Corporate Governance Policy, the Company and the Board welcome communications from shareholders and other interested parties. Communications may be made by writing to the Chair of the Board, c/o Corporate Secretary, Glacier Bancorp, Inc., 49 Commons Loop, Kalispell, Montana 59901. A copy of any such written communication will also be sent to our CEO. If the Chair and the CEO determine that such communications are relevant to and consistent with Glacier’s operations and policies, such communications will be forwarded to the entire Board for review and consideration.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held 12 meetings, 2 of which were special meetings, during the fiscal year ended December 31, 2023. Each director attended at least 75% of the meetings of the Board and the committees on which he or she served during the period. We encourage but do not require our directors to attend our annual meetings of shareholders. Last year, all of our directors then in office attended the annual meeting.

Board Authority for Risk Oversight

The Board has the ultimate authority and responsibility for overseeing risk management at Glacier. Some aspects of risk oversight are fulfilled at the full Board level. For example, the Board regularly receives reports from management on risk components that impact the operations and reputation of the Company. The Board delegates other aspects of its risk oversight function to certain of its committees.

The Audit Committee oversees financial, accounting and internal control risk management, and legal and regulatory compliance. The director of the Company’s internal audit function reports directly to the Audit Committee. The executive officers regularly report directly to the entire Board and to appropriate Board committees with respect to the risks they are responsible for managing.

The Compensation and Human Capital Committee oversees the management of risks that may be posed by the Company’s compensation practices and programs. As part of this process, the Compensation and Human Capital Committee is responsible for analyzing the compensation policies and practices for the NEOs, as well as all employees. In its review of these policies and practices, the Compensation and Human Capital Committee has determined that the current policies and practices do not create or encourage employees to take risks that are reasonably likely to have a material adverse effect on the Company. To further mitigate risks, the Board has also adopted a clawback policy for the recovery of incentive payments to executive officers in certain circumstances.

The Compliance Committee monitors compliance with federal and state laws associated with the consumer, including the Community Reinvestment Act, which are applicable to the Company, Glacier Bank, and our bank divisions.

The Risk Oversight Committee oversees the enterprise risk management practices of the Company regarding the identification, measurement, monitoring, and control of the Company’s principal business risks related to strategy, credit, the market and interest rates, liquidity, operations, cybersecurity, reputation, and safety and soundness laws and regulations. It also promotes accountability within the Company through the Three Lines model.

During 2023, Glacier's independent directors met in executive sessions at board and committee meetings nine times.

Committees and Committee Membership

Throughout this Proxy Statement, we refer to all five of the committees established by the Board. All of the independent directors were members of all five committees throughout 2023. Mr. Chesler was not considered an independent director in 2023, so he did not serve as a member of any of the Board committees.

The Board reviews on an annual basis the committee charters established for the operation of each Board committee and considers changes recommended by the Nominating/Governance Committee.

Audit Committee. Each Audit Committee member is considered independent as defined by NYSE listing standards and applicable SEC rules. As part of its periodic review of Audit Committee matters, the Audit Committee has received updates on the relevant requirements of applicable SEC rules and the corporate governance listing standards of NYSE. The Audit Committee held 10 meetings in 2023.

The Audit Committee is responsible for the oversight of the quality and integrity of Glacier’s financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of its independent auditors, the performance of its internal audit function and independent auditors, and other significant financial matters, and reports any issues to the Board. In discharging its duties, the Audit Committee is expected to, among other authority and responsibilities:

•have the sole authority to select, compensate, oversee, and evaluate the independent auditors;

•review and approve the engagement and related fees of the Company’s independent auditors to perform audit and non-audit services;

•review and discuss with management and the independent auditors the Company's annual audited financial statements and quarterly financial statements, including disclosures regarding management's analysis of the Company's financial results and condition;

•oversee the Company's internal audit function and review and discuss with management and the independent auditor, as appropriate, the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures;

•meet independently with the Company’s internal audit department, independent auditors, and management;

•review the Company's financial reports and disclosures submitted to bank regulatory authorities;

•review significant issues and judgments regarding accounting principles, financial statement presentation and reporting, and the adequacy of the Company's internal control over financial reporting;

•discuss the Company's major financial risk exposure and its practices, guidelines, policies and processes for risk assessment and risk management;

•maintain procedures for the receipt, retention and treatment of complaints regarding financial and accounting matters;

•review and approve all related person transactions within the scope of Item 404 of SEC Regulation S-K; and

•have the authority to retain such outside counsel, experts, and other advisors as the Audit Committee may deem appropriate in its sole discretion, and to determine related fees and retention terms.

Compensation and Human Capital Committee. Each Compensation and Human Capital Committee member is considered independent as defined by NYSE listing standards and applicable SEC rules. The Compensation and Human Capital Committee held 8 meetings in 2023. The Compensation and Human Capital Committee reviews the performance of the Company’s CEO and other key employees and determines, approves, and reports to the Board on the elements of their compensation and long-term equity-based incentives. In determining the CEO’s compensation, the Compensation and Human Capital Committee evaluates several performance factors including the Company’s financial results and levels of compensation at peer financial institutions. A complete description of the executive compensation process applicable to 2023 is described under the section entitled “Compensation Discussion and Analysis.”

In addition, among other authority and responsibilities, the Compensation and Human Capital Committee:

•reviews and monitors the relationship among risk, risk management and compensation in light of the Company’s objectives and applicable regulatory guidance;

•reviews and monitors the development, implementation, and effectiveness of policies and strategies related to human capital management, including culture, recruitment, talent development and diversity, equity and inclusion;

•has the sole discretion to retain or obtain the advice of any advisor, including but not limited to compensation consultants and outside legal counsel, after taking into consideration certain independence factors as specified in the charter;

•recommends, if appropriate, new employee benefit plans to the Board;

•reviews the effectiveness of all employee benefit offerings;

•makes determinations in connection with compensation matters as may be necessary or advisable;

•recommends, if appropriate, revisions to the compensation and benefit arrangements for directors and executive officers; and

•determines the amounts of reasonable compensation to be paid to each compensation consultant, independent legal counsel, and any other adviser retained by the Committee.

Nominating/Corporate Governance Committee. Each Nominating/Governance Committee member is considered independent as defined by the NYSE listing standards. The Nominating/Governance Committee is responsible for performing an annual evaluation of the Board’s composition and size and the overall effectiveness of the Board and nominating a slate of directors for election at the Company’s annual meeting, as well as recommending to the Board individuals to fill vacant positions.

The Nominating/Governance Committee is also responsible for

•evaluating management succession plans at least annually;

•making recommendations to the Board regarding Board committee structure and appointments and changes to Board committee charters;

•supervising the development of corporate governance principles applicable to the Company, Glacier Bank, and our bank divisions in furtherance of emerging standards and best practices and the needs of the Company and its shareholders, including the Company’s Corporate Governance Policy, codes of ethics governing employees, officers and directors, and insider trading policies and procedures;

•overseeing the Company’s efforts in establishing and maintaining high standards for corporate social responsibility; and

•making such recommendations to the full Board regarding other governance issues affecting the Company as the Nominating/Governance Committee considers appropriate.

The Nominating/Governance Committee also oversees the Company’s response to social, environmental, and governance issues, including its human capital management strategy. The Nominating/Governance Committee held six meetings in 2023.

The Nominating/Governance Committee will consider nominees recommended by shareholders if the recommendations are made in accordance with the procedures described in this Proxy Statement under the section entitled “2025 Shareholder Proposals and Director Nominations.”

The Nominating/Governance Committee is responsible for monitoring Board composition, including identifying individuals qualified to become Board members and determining methodologies for finding the best possible candidates with regard to experience and diversity. The Nominating/Governance Committee is authorized to establish guidelines for the qualification, evaluation and selection of new directors to serve on the Board. Diversity of backgrounds and experiences are among the factors that the Nominating/Governance Committee considers when evaluating Board composition. The Nominating/Governance Committee and the Board value a diversity of backgrounds, viewpoints, professional experience and skills among its directors.

The current Nominating/Governance Committee Charter does not list specific qualifications for Nominating/Governance Committee-recommended nominees; rather, the Nominating/Governance Committee evaluates each nominee on a case-by-case basis, including assessment of each nominee’s professional qualifications and experience, special skills, gender, ethnic background and other demographics.

In deciding whether or not to recommend incumbent directors for re-nomination, the Nominating/Governance Committee evaluates the evolving needs of the Company and assesses the effectiveness and contributions of its existing directors. The Nominating/Governance Committee is authorized to establish guidelines for the qualification, evaluation and selection of new directors to serve on the Board. The Nominating/Governance Committee and Board value a diversity of backgrounds, professional experience and skills among its directors. The current Nominating/Governance Committee Charter does not have specific qualifications for Nominating/Governance Committee-recommended nominees; rather, the Nominating/Governance Committee evaluates each nominee on a case-by-case basis, including assessment of each nominee’s professional qualifications and experience, special skills, gender and ethnic background and how these complement the Board’s current composition and skills. These considerations are also included in our Corporate Governance Policy.

In 2023, our Nominating/Governance Committee conducted a survey of the Board’s performance, as required by our Corporate Governance Policy and the listing requirements of the NYSE. Each director completed a self-evaluation and a comprehensive questionnaire regarding the composition, performance, initiative, and overall effectiveness of the Board. The annual evaluation also assessed the characteristics, diversity, qualifications, independence and performance of individual directors, including a director peer review. The evaluation process informs the Nominating/Governance Committee’s recommendations for Board candidates for election at the Company’s annual meeting and to fill vacancies on the Board as they occur. The Board reviewed the survey results at a Board meeting and discussed areas for improvement.

Compliance Committee. The Compliance Committee monitors compliance with federal and state laws and the associated regulations applicable to the Company, Glacier Bank, and our bank divisions and reports to the Board on such matters. The Compliance Committee held 9 meetings in 2023.

In discharging its duties, the Compliance Committee is expected to, among other authority and responsibilities:

•review and discuss with management the Company’s regulatory environment, legal requirements with which the Company must comply, and material risk areas;

•oversee the development and execution of a plan to monitor and remediate all compliance or fair lending deficiencies identified by the Company, regulators, or third-party auditor(s);

•review internal and external reports to management prepared by the compliance department or third party, and management’s response;

•review and approve proposed responses to regulatory agency examination reports prior to submission of any such response on examinations and ensure that all information requests made by regulatory agencies are accurately and timely addressed;

•pre-approve all compliance auditing services to be provided to the Company; and

•ensure the proper implementation of the Community Reinvestment Act program for Glacier Bank to maintain at least a Satisfactory rating.

In carrying out its responsibilities and duties, the Compliance Committee will foster an environment that encourages the Compliance Director and all Company officers and employees to raise any compliance issues or concerns freely and without concern for retribution.

Risk Oversight Committee. The Risk Oversight Committee assists the Board in fulfilling its oversight responsibilities with regard to the Company’s risk management program. The Risk Oversight Committee held 9 meetings in 2023. Among the responsibilities of the Risk Oversight Committee is to engage management in an ongoing risk-appetite dialogue as conditions and circumstances change and new opportunities arise. The Risk Oversight Committee reviews and approves the risk-appetite statement of the Company regularly and approves any material amendments to the risk-appetite statement. The Risk Oversight Committee is also responsible for oversight and monitoring of the Company's cyber risk management profile and related programs. It receives quarterly reports by Glacier Bank's Chief Information Security Officer that address the current landscape of cybersecurity threats, any notable recent incidents, and a summary of emerging cybersecurity trends. In carrying out its responsibilities and duties, the Risk Oversight Committee will foster an environment that encourages the Senior Vice President/Enterprise Risk Manager and all Company officers and employees to raise any risk issues or concerns freely and without concern of retribution.

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.

Director Compensation Table

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


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

(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.

Director Equity Compensation

Fully vested equity awards for 2023, as set forth in the Director Compensation Table above, were made to non-employee directors in February 2023 under Glacier’s 2015 Stock Incentive Plan.

MANAGEMENT

Named Executive Officers Who Are Not Directors

The following table sets forth information with respect to the NEOs who are not directors or nominees for director of Glacier, including employment history for at least the last five years. All executive officers are appointed annually and serve at the discretion of the Board.


Name	Age	Position	Executive Officer Beginning
Ron J. Copher	66	Executive Vice President, Chief Financial Officer, and Secretary	2006
Don J. Chery	61	Executive Vice President and Chief Administrative Officer	1989

Ron J. Copher Mr. Copher joined the Company in 2006 and has served as the CFO since March of 2007. He is a Certified Public Accountant. In addition, he has served as Secretary since April of 2017. Mr. Copher has more than 24 years of experience in the financial services industry; prior to joining Glacier, he served as CFO and Secretary of Oak Hill Financial, Inc. in Jackson, Ohio. Prior to serving in the financial services industry, Mr. Copher was a partner with Grant Thornton LLP and was the Practice Leader of the Financial Services Industry Group for Southern California. Mr. Copher received his education at the University of Cincinnati, graduating with a Bachelor of Arts degree in Economics and a Master of Science degree in Taxation.

Don J. Chery Mr. Chery has served as the Chief Administrative Officer since August of 2007, has over 39 years in banking and has served the Company for over 34 years. Prior to 2007, Mr. Chery previously served as President for two divisions of Glacier Bank. Mr. Chery received his education at Carroll College in Helena Montana, graduating with a Bachelor of Science in Business Administration and Economics and also received a diploma for The Graduate School of Banking Professional Masters of Banking course in cooperation with Sheshunoff Management Services. On January 31, 2024, Mr. Chery announced that he will retire at the end of 2024.

EXECUTIVE COMPENSATION

The following sections describe the compensation that Glacier pays its NEOs. In 2023, Glacier had only three NEOs, because there were only three individuals serving in positions with responsibilities fitting within the definition of “executive officer” under the SEC’s rules.

Glacier’s NEOs for the fiscal year ended December 31, 2023 were:


Name			Position During 2023
Randall M. Chesler			President, Chief Executive Officer, and Director
Ron J. Copher			Executive Vice President, Chief Financial Officer, and Secretary
Don J. Chery			Executive Vice President and Chief Administrative Officer

The following sections include (i) the Compensation Discussion and Analysis, including narrative and tabular disclosures about various compensation programs available to the NEOs; (ii) the Report of the Compensation and Human Capital Committee; (iii) the Summary Compensation Table and related tables detailing the compensation of the NEOs; and (iv) narrative and tabular disclosures about the employment agreements with and termination or change-in-control benefits payable to the NEOs.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis (the “CD&A”) provides an overview and analysis of our Compensation and Human Capital Committee’s philosophy and objectives in designing Glacier’s compensation programs, as well as the compensation determinations and the rationale for those decisions relating to our NEOs.

This discussion should be read together with the compensation tables for our NEOs, which follow this discussion. Unless otherwise indicated, any references to a particular year in this discussion means the fiscal year ended December 31 of such year.

Executive Summary

2023 Financial and Strategic Highlights

The banking industry experienced significant pressures in 2023 with historic increases in interest rates and multiple bank failures. Glacier was not immune to the impact of these events, with significant pressure on our deposit costs and our net interest margin. While Glacier experienced an overall decline in net income in 2023, we were successful in strategically navigating through the year to ensure our long-term success. We continued to focus our business practices on our community banking model, including providing best-in-class customer service for loan and deposit products. Glacier achieved the following results during 2023:

•Net income was $223 million, a decrease of $80.3 million, or 26%, over the prior year net income of $303 million. The decrease was primarily attributable to a decrease in net interest income driven by a significant increase in cost of funds.

•Net interest income was $692 million, a decrease of $96.7 million, or 12%, over the prior year.

•Return on average equity and return on average assets for 2023 were 7.64% and 0.81%, respectively.

•Glacier ended the year with total assets of $27.7 billion, which was an increase of $1.1 billion over the prior year.

•The loan portfolio increased by $951 million, or 6%, from the prior year end.

•Although the banking industry experienced a significant outflow of deposits, Glaicer’s total deposits and retail repurchase agreements only decreased $136 million, or 0.63%, from the prior year end.

•Stockholders’ equity increased $177 million, or $1.57 per share, during the current year which was the combined result of earnings retention and the decrease in unrealized loss on debt securities. Glacier declared quarterly cash dividends totaling $1.32 per share during 2023.

•Credit quality remained strong, with non-performing assets ending the year at 0.09% of subsidiary assets compared to 0.12% at the prior year end. Net charge-offs for 2023 remained low at 0.06% of loans compared to 0.05% of loans during the prior year.

•Glacier announced the signing of a definitive agreement to acquire Community Financial Group, Inc., the parent company of Wheatland Bank, a leading eastern Washington community bank headquartered in Spokane with total assets of $728 million as of December 31, 2023. The acquisition was completed on January 31, 2024.

Say-on-Pay Vote

Our shareholders overwhelmingly approved the compensation of our NEOs at the 2023 annual shareholder meeting, with 96.9% of shareholder votes cast in favor of the advisory vote on NEO compensation ("Say-on-Pay"). As the Compensation and Human Capital Committee has evaluated our compensation programs since the Say-on-Pay vote in 2023, it has taken into account our shareholders’ vote of confidence in retaining the key elements of our executive compensation program as described below to ensure a continued link of executive pay with Company performance.

Executive Compensation Philosophy

The quality and loyalty of our employees, including our executive team, is critical to executing our community banking philosophy, emphasizing personalized service combined with the full resources of a larger banking organization. To meet our primary goal of attracting, retaining and incenting highly qualified and loyal executives and employees within the context of our corporate culture, our compensation programs are designed with the following principles in mind:

•We are committed to providing effective compensation and benefit programs that are competitive within our industry and with other relevant organizations with which Glacier, Glacier Bank, and our bank divisions compete for employees.

•Our programs are designed to encourage and reward behaviors that ultimately contribute to the achievement of organizational goals.

•Our executive officer compensation has a meaningful portion of total compensation opportunity linked to the achievement of short- and long-term goals and delivering increasing shareholder value.

•Our ay programs and practices reinforce our commitment to providing a work environment that promotes respect, teamwork, and individual growth opportunities.

Consistent with this overall philosophy, we have designed our executive compensation programs to be relatively straightforward and transparent to shareholders, while providing benefits appealing enough to attract, retain and motivate highly qualified executives.

The Compensation and Human Capital Committee designs our overall compensation program and makes decisions regarding individual executive compensation in the context of a “total compensation policy” that takes into account the overall package of compensation benefits provided to each executive. Our philosophy is to tie a significant percentage of an executive’s compensation to the achievement of Company financial and performance goals. Accordingly, Glacier strives to set base salaries at competitive levels, with an opportunity for each executive to be rewarded through the annual incentive bonus and equity grants if Glacier meets its performance objectives.

The compensation philosophy is reviewed and approved annually by the Compensation and Human Capital Committee. Decisions made by the Compensation and Human Capital Committee and the Board relative to compensation take all current applicable rules, regulations and guidance into consideration and are made with the goal of being compliant with all such requirements.

Our Compensation Governance Practices

Glacier is committed to pay for performance and sound compensation and governance practices, including the following:

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

What We Don’t Do

No grants of multi-year guaranteed incentive awards for executive officers

No excise tax “gross-ups” upon a change in control

No hedging of Glacier stock

No pledging of Glacier stock

No liberal share recycling

Role of the Compensation and Human Capital Committee

The Compensation and Human Capital Committee operates under a written charter adopted by the Board. The Compensation and Human Capital Committee is responsible for the design, implementation and administration of the compensation programs for our executive officers and directors. When appropriate, the Compensation and Human Capital Committee makes recommendations to the Board on items that require Board approval. In 2023, the Compensation and Human Capital Committee:

•Monitored incentive programs with a view to avoid creating incentives that could subject the Company to excessive risk;

•Reviewed and recommended salary adjustments for Messrs. Chesler, Copher and Chery for Board approval;

•Reviewed the annual and long-term incentive program opportunities and goals and recommended Board approval;

•Reviewed the 2023 annual and long-term incentive program performance results and awards earned by the NEOs in 2023 and recommended Board approval; and

•Reviewed and recommended Board approval of the payment of the annual incentive plan mandatory deferrals to the NEOs from prior years’ performance.

Role of Management

Our CEO performs an annual performance review of other executive officers of the Company and provides a recommendation to the Compensation and Human Capital Committee regarding base salary and bonus targets for them, which the Compensation and Human Capital Committee has discretion to approve or modify. The Compensation and Human Capital Committee meets separately on an annual basis with our CEO to discuss his compensation. No NEO is present for the Compensation and Human Capital Committee’s discussions, deliberations and decisions with respect to their individual compensation. The Compensation and Human Capital Committee then submits a recommendation regarding compensation for all executive officers to the Board for approval. With respect to the performance goals for incentive compensation, management provides a recommendation to the Compensation and Human Capital Committee, which the committee has discretion to approve or modify.

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.

Risk Review

The Compensation and Human Capital Committee reviewed and discussed a compensation incentive plan review prepared by the Compliance Department during its March 2023 meeting. The Compensation and Human Capital Committee’s conclusion was that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our business or operations. This risk assessment review included an analysis of the design and operation of the Company’s incentive compensation programs, identifying and evaluating situations or compensation elements that may raise material risks, and an evaluation of other controls and processes designed to identify and manage risk.

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:


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

Discussion of Executive Compensation Components

The following table outlines the major elements of 2023 total compensation for the NEOs:

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

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.


Named Executive Officer	2022 Salary ($)	2023 Salary ($)	Increase (%)
Randall M. Chesler	881,300	925,365	5.0
Ron J. Copher	449,800	472,290	5.0
Don J. Chery	392,900	412,545	5.0

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:


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%

(1)See the subheading “Profit Sharing and 401(k) Plan” below for the calculation of ROTE (excluding AOCI)

For 2023, the overall STIP performance goals were achieved at 57.08% of target. The table below details, for each NEO, the 2023 STIP opportunity levels as a percentage of base salary, the STIP bonus achieved as a percentage of base salary, and the STIP bonus achieved as a dollar value. The 2023 target award opportunities were increased by 5% for the CEO and 10% for each of the other NEOs from the 2022 level, as the Compensation and Human Capital Committee determined they were below a market competitive level.


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

(1) Amounts subject to mandatory deferral program described below.

To maintain focus on long-term Company performance and discourage excessive risk taking, the STIP is designed to require a mandatory deferral of a portion of the amount achieved; 50% of the STIP is paid in February following the performance year when results are known and 50% of the achieved award is deferred with 25% payable in each of the next two years thereafter, provided additional performance conditions are met. This mandatory deferral program has been in place since 2015 and also applied to the STIP awards granted in 2021 and 2022. The practice is intended to balance risk in the incentive plan and emphasize the longer-term performance of the Company. Payment of deferred amounts is subject to meeting the following minimum performance conditions over the deferral periods:

•NPAs/Total Subsidiary Assets no greater than 2.0% for each of the 2021, 2022, and 2023 STIP awards; and

•Must meet eligibility requirements outlined in the STIP program document, including remaining employed by the Company or the Bank through the applicable payment date, with certain exceptions that include death, disability and retirement.

In February 2024, the Compensation and Human Capital Committee determined that the minimum performance conditions noted above were achieved for the 2021 and 2022 STIP awards. As a result, the Company paid the deferred amounts for the 2021 and 2022, STIP awards. In addition, as discussed above, 50% of the 2023 STIP was also paid out. The total amounts paid out for 2023 performance and set forth in the non-equity incentive plan column of the Summary Compensation Table are shown in the table below.


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

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.


Performance Area	Weight	Threshold 80%	Target 100%	Maximum 115%	Actual Result	Result % of Target	Weighted % of Target
Return on Tangible Equity (1)	45.00%	10.80%	13.50%	15.53%	16.59%	115.00%	51.75%
Diluted Earnings per Share	45.00%	$2.50	$2.75	$3.00	$2.74	99.20%	44.64%
Relative Total Shareholder Return	10.00%	25.00%	50.00%	75.00%	50.00%	100.00%	10.00%
	100.00%				Overall Performance		106.39%

(1) See Company's calculation of ROTE described in the table below.

The following table shows the Company's calculation of ROTE for 2022:


(Dollars in thousands)	December 31, 2022
Net Income	$	303,202
Core Deposit Intangible Amortization, net of tax	7,965
Tangible Net Income (numerator)	$	311,167

Average Shareholder's Equity	$	2,907,374
Average Goodwill	(985,393)
Average Core Deposit Intangible	(46,870)
Average tangible common equity (denominator)	$	1,875,111
ROTE (numerator / denominator)	16.59		%

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.


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

Profit Sharing and 401(k) Plan

The NEOs participate in the Glacier 401(k) Plan, which includes a 3% safe harbor contribution plus a discretionary contribution. The 401(k) Plan includes a trigger for the discretionary contribution, which is set equal to the 2023 STIP qualifier of NPAs/Total Subsidiary Assets of no greater than 2%. The Company considered ROTE (excluding AOCI) as a primary metric in determining its discretionary contribution. Based on ROTE (excluding AOCI) of 9.81% (which for purposes of the 401(k) Plan includes the impact of acquisitions, if any, during the year), the Board set the 2023 discretionary contribution at 2.50%.

The following table shows the Company's calculation of ROTE (excluding AOCI) for 2023:


(Dollars in thousands)	December 31, 2023
Net Income	$	222,927
Core Deposit Intangible Amortization, net of tax	7,295
Tangible Net Income (numerator)	$	230,222

Average Shareholders' Equity	$	2,918,937
Average Goodwill	(985,393)
Average Core Deposit Intangible	(36,659)
Average Accumulated Other Comprehensive Loss	450,216
Average tangible common equity (denominator)	$	2,347,101
ROTE (numerator / denominator)	9.81		%

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.

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.

REPORT OF COMPENSATION AND HUMAN CAPITAL COMMITTEE

The Compensation and Human Capital Committee of the Board makes the following report which, notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, will not be incorporated by reference into any such filings and will not otherwise be deemed to be proxy soliciting materials or to be filed under such Acts.

The Compensation and Human Capital Committee of the Company has reviewed and discussed the CD&A as required by Item 402(b) of Regulation S-K with management, and, based on that review and those discussions, the Compensation and Human Capital Committee recommended to the Board that the CD&A be included as part of this Proxy Statement and the Company’s 2023 Annual Report on Form 10-K.

Compensation and Human Capital Committee Members

♦ Sherry L. Cladouhos (Chair) ♦ David C. Boyles ♦ Robert A. Cashell, Jr. ♦

♦ Jesus T. Espinoza ♦ Annie M. Goodwin ♦ Kristen L. Heck ♦ Michael B. Hormaechea ♦

♦ Craig A. Langel ♦ Douglas J. McBride ♦

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

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


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

(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.


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

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.


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

(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.”

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.


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

(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.

(7)2,163 of the unvested RSUs vested on February 15, 2024; 2,164 of the unvested RSUs will vest on February 15, 2025.

(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.

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:


	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

(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.

Director and Employee Plans

Nonqualified Deferred Compensation Plan

In December 1995, the Board adopted a nonqualified and non-funded deferred compensation plan (as amended in and restated in 2008, the “Deferred Plan”) for directors and key employees. The Deferred Plan permits eligible directors and officers of the Company to defer certain income that would otherwise be taxable as earned and paid in the ordinary course. The Deferred Plan permits participants to elect cash-out distributions and to make new distribution elections on terms that conform to the restrictions set forth in Section 409A of the Internal Revenue Code.

The Deferred Plan permits a designated officer or key employee to annually defer up to 50% of his or her salary, as well as up to 100% of any cash bonuses. A non-employee director may elect to have any portion of his or her director’s fees deferred into an account. The Deferred Plan also provides that beginning in 2005, the rate of return on deferred compensation accounts will equal 50% of the Company’s return on average equity (whether positive or negative) as of December 31 for such year. Amounts deferred under the Deferred Plan were credited with earnings equal to 3.75% in 2023.

Of the Company’s NEOs, only Mr. Chery participates in the Deferred Plan.

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

(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.

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

—

(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.

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.”


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

(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.


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

(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.


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

(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.

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.

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.

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

SEC Form DEF 14A filed by Glacier Bancorp Inc.