Two-times Base Salary and two-times target annual cash incentive form the change-in-control severance floor in the employment agreement First Interstate BancSystem, Inc. (NASDAQ: FIBK) and its subsidiary First Interstate Bank executed with Jeff Lee on September 14, 2026. The filing, an Item 5.02 Form 8-K submitted to the SEC, confirms Lee's appointment as Executive Vice President and Chief Operations Officer of both the holding company and the Bank, effective that same date. Actual Base Salary figures were not disclosed in the filing.
Severance structure
A standard termination without cause, or a resignation for "good reason" as that term is defined in the agreement, pays Lee one-times his then Base Salary plus one-times the average annual cash incentive he received over the three prior calendar years, distributed across 12 months. Continued insurance coverage runs for up to 12 months alongside it.
The structure shifts when a change in control is in the picture. If Lee's employment ends without cause, or if he resigns for "good reason," within six months before or 18 months following a change in control, the payout scales to two-times Base Salary and two-times his target cash incentive for the year the change occurs, with a pro-rata share of his target bonus for that calendar year added on top. The full severance amount remains payable over 12 months; insurance coverage in this scenario extends to 24 months.
Termination for cause pays nothing past the termination date.
The agreement includes a Section 280G provision: if the aggregate payout would constitute an excess parachute payment under the Internal Revenue Code, the company will compare a reduced payment against the full amount and deliver whichever leaves Lee with the larger after-tax result. Lee bears any excise tax in the latter case.
Post-employment restrictions
Non-competition and non-solicitation obligations run for 12 months following termination, extending to 18 months when the exit falls within six months before or 18 months after a change in control.
Billings, Montana-based FIBK first disclosed Lee's appointment in a Form 8-K filed August 21, 2026. The September 14 execution date made the role binding.