First Interstate BancSystem Expands Board with Appointments of Matthew Ritter and Kevin Turner

Matthew Ritter Brings 25 Years of Finance and Investment Experience

Matthew Ritter brings more than 25 years of professional experience across finance, real estate, energy, and private investment sectors to First Interstate BancSystem's board. The disclosure states that Ritter currently serves as Co-Founder and Principal of KnightBridge Capital, LLC, a private investment firm, and as Principal and Co-Founder of Pinnacle Real Estate Advisors, LLC. His background demonstrates sustained engagement in capital markets and investment management across multiple economic cycles and market conditions.

Ritter's career history includes roles at several investment and energy organizations. According to the announcement, he served as Co-Founder of Clear Creek Advisors from 2017 to 2024, as Managing Member of Wolf Resources, LLC from 2016 to 2020, and as a Partner of Arrowhead Energy Partners LLC from 2020 to 2021. Additionally, from December 2022 to January 2026, Ritter served as a director of FirstBank Holding Company of Colorado, Inc., providing him with recent hands-on experience in regional banking governance.

Kevin Turner's Track Record as Former Microsoft Chief Operating Officer

Kevin Turner brings significant operational and technology leadership experience to the board, having served as Chief Operating Officer of Microsoft Corporation from 2005 to 2016. Prior to his tenure at Microsoft, Turner held various leadership roles at Walmart Inc. spanning 1985 to 2005, including service as President and Chief Executive Officer of Sam's Club and Executive Vice President and Chief Information Officer, positioning him with deep expertise in retail operations and information systems management.

Turner's post-Microsoft career reflects continued engagement with major corporations and emerging technology sectors. The filing indicates that he served as President and Chief Executive Officer of Core Scientific, Inc. from 2018 to 2021 and as Vice Chairman and Senior Advisor to the Chief Executive Officer of Albertsons Companies, Inc. from August 2017 to February 2020. Currently, Turner serves as a director of Albertsons Companies, Inc., holds the position of Non-Executive Chair of Zayo Group Holdings, Inc., and serves as a director of EdgeConnex. He previously served on the boards of Nordstrom, Inc., and Core Scientific, Inc.

Independence Determinations and Committee Assignments

The Board of Directors has determined that both Matthew Ritter and Kevin Turner meet the independence standards defined under applicable NASDAQ Marketplace Rules at the time of their appointments. This designation reflects the Board's assessment that neither director has disqualifying relationships or financial interests that would impair their independent judgment in overseeing company affairs. Independence determinations carry regulatory significance, as they affect the composition of board committees responsible for audit, compensation, and risk oversight.

Each director has received specific committee assignments reflecting their expertise and experience. Ritter will serve on the Board's Risk Committee and Technology, Innovation and Operations Committee, leveraging his investment and operations background. Turner has been assigned to the Board's Audit Committee and Technology, Innovation and Operations Committee, drawing on his extensive technology and operational experience. These assignments suggest the Board sought to align director expertise with areas critical to First Interstate BancSystem's strategic priorities.

Related Party Transaction Disclosure and Ordinary Course Lending

The announcement includes disclosure of a related party transaction involving Matthew Ritter. According to the filing, since the beginning of the Company's last fiscal year, an entity through which Ritter conducts his investment business incurred indebtedness in the form of a loan as a client of First Interstate Bank, the Company's wholly owned bank subsidiary. The disclosure states that the loan was 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 Company, and did not involve more than a normal risk of collectability or present other unfavorable features.

This related party transaction disclosure addresses potential conflicts of interest and demonstrates compliance with securities regulations requiring disclosure of material transactions between directors and their companies. The statement that the loan carried substantially the same terms as comparable unaffiliated borrowers and normal collectability risk suggests the transaction did not involve preferential treatment or enhanced credit risk exposure to First Interstate BancSystem.

Board Expansion and Composition Following New Appointments

First Interstate BancSystem increased the size of its Board of Directors through these appointments, reflecting a strategic decision to expand governance capacity and expertise. Following Ritter's and Turner's appointments, as of July 16, 2026, the Board comprises 13 members distributed across three director classes. The disclosure indicates four members are designated as Class I directors, five as Class II directors (including the newly appointed Ritter and Turner), and four as Class III directors. This staggered board structure enables orderly director transitions and continuity of governance oversight.

The expansion from the previous board size reflects First Interstate BancSystem's judgment that additional director capacity would benefit the company's governance and strategic oversight. By increasing the board from its prior configuration, the company gains opportunities to add specialized expertise while maintaining a manageable board size for effective deliberation and decision-making. The specific timing of the expansion, implemented through these two appointments, suggests the Board identified particular expertise gaps in areas these directors address.

Director Compensation Program and Restricted Stock Unit Awards

Both Matthew Ritter and Kevin Turner will receive compensation for their board service according to First Interstate BancSystem's existing non-employee director compensation program. The disclosure states that each director will be entitled to receive the same compensation as other non-employee directors, providing compensation parity across the non-employee director base. The compensation program includes the issuance of restricted stock units, a form of equity compensation that aligns director and shareholder interests through ownership stakes in the company.

Details regarding the specific compensation amounts, vesting schedules, and other elements of the director compensation program are described in the Company's proxy statement filed with the Securities and Exchange Commission on April 16, 2026. This reference to the proxy statement provides investors with a defined source for understanding the complete compensation structure applicable to Ritter and Turner, ensuring transparency regarding director compensation practices and incentive alignment with shareholder value creation.

Absence of Other Related Party Transactions

The announcement confirms that neither Matthew Ritter nor Kevin Turner has engaged in any transaction with First Interstate BancSystem since the beginning of the Company's last fiscal year that would be reportable as a related person transaction under Item 404(a) of Regulation S-K, with the exception of the Ritter loan transaction previously disclosed. This comprehensive statement addresses potential concerns regarding undisclosed conflicts or material dealings between the new directors and the company prior to their appointments, demonstrating regulatory compliance with related party transaction disclosure requirements.

The filing's statement regarding absence of reportable related party transactions provides investors with transparency regarding the directors' relationships with the company at the time of appointment. By affirmatively stating that no such transactions exist beyond the disclosed loan, First Interstate BancSystem signals clean governance at the appointment stage and indicates that the Board's decision to appoint Ritter and Turner was not motivated by preferential business arrangements or financial dependencies.

Appointment Process and Governance Framework

The announcement discloses that there was no formal arrangement or understanding pursuant to which Matthew Ritter or Kevin Turner was appointed as a director. This statement addresses potential governance concerns regarding quid pro quo arrangements or explicit agreements tied to appointment decisions, indicating that the Board's appointment decisions were made through normal governance processes without special conditions or commitments beyond standard director duties and compensation.

The Board's decision to increase board size and appoint these particular individuals reflects strategic governance planning, though the filing does not disclose the specific factors or deliberations that prompted these appointments. Investors may view the expansion and the appointees' backgrounds as indicating First Interstate BancSystem's priorities regarding technology modernization, risk management, and operational oversight in the current competitive banking environment.

Timeline and Effective Dates of Board Changes

The Board of Directors appointed Matthew Ritter and Kevin Turner on July 13, 2026, with the appointments effective immediately upon board action. The disclosure indicates that both directors' Class II terms will expire at the Company's 2029 annual meeting of shareholders, establishing a clear timeline for director tenure and potential succession planning. This appointment timing brings the board to 13 members as of July 16, 2026, the date of the company's disclosure filing.

The immediate effectiveness of these appointments means Ritter and Turner assumed their board seats and committee responsibilities on July 13, 2026, providing them with participation rights in current board deliberations and committee work. This timeline is significant for investors monitoring governance changes, as it means the new directors have been actively involved in board activities since the appointment announcement date.