DEF 14A of Columbia Banking System, Inc., Apr 3, 2025

DEF 14A of Columbia Banking System, Inc.

Filed Apr 3, 2025 · FY20240000887343-25-000152

Open on EDGAR

  1. Director Nominees at a Glance

    Director Nominees at a Glance

  2. Director Nominees at a Glance

    | Name | Age | Director Since | Primary Occupation | Committee Assignments | Independence | | Maria M. Pope | 60 | 2014 | President and Chief Executive Officer - Portland General Electric Company | ▪Compensation Committee ▪Enterprise Risk Management Committee ▪Nominating and Governance Committee | Yes | | Mark A. Finkelstein | 66 | 2014 | Director - Christensen, Inc. | ▪Compensation Committee ▪Enterprise Risk Management Committee ▪Nominating and Governance Committee | Yes | | Eric S. Forrest | 57 | 2017 | Co-President and co-owner - Bigfoot Beverages | ▪Audit Committee ▪Nominating and Governance Committee ▪Umpqua Bank Trust Committee | Yes | | Randal L. Lund | 67 | 2017 | Former Partner - KPMG | ▪Audit Committee (Chair) ▪Enterprise Risk Management Committee ▪Umpqua Bank Trust Committee | Yes | | Luis F. Machuca | 67 | 2010 | Former President and Chief Executive Officer - Enli Health Intelligence Corporation | ▪Compensation Committee (Chair) ▪Enterprise Risk Management Committee ▪Nominating and Governance Committee | Yes | | S. Mae Fujita Numata | 68 | 2012 | Founder - Numata Consulting PLLC. | ▪Umpqua Bank Trust Committee (Chair) ▪Audit Committee ▪Enterprise Risk Management Committee | Yes | | John F. Schultz | 60 | 2015 | Executive Vice President and Chief Operating Officer - Hewlett Packard Enterprise | ▪Audit Committee ▪Compensation Committee ▪Nominating and Governance Committee | Yes | | Elizabeth W. Seaton | 64 | 2014 | Former President and Chief Executive Officer - Saltchuk Aviation | ▪Enterprise Risk Management Committee (Chair) ▪Audit Committee ▪Compensation Committee | Yes | | Clint E. Stein | 53 | 2020 | President and Chief Executive Officer - Columbia; Chief Executive Officer - Umpqua Bank | None | President and Chief Executive Officer | | Hilliard C. Terry, III | 55 | 2010 | Former Executive Vice President and Chief Financial Officer - Textainer Group Holdings Limited | ▪Audit Committee ▪Enterprise Risk Management Committee ▪Nominating and Governance Committee ▪Financial Pacific Leasing, Inc. board of directors (subsidiary of Umpqua Bank) | Yes | | Anddria Varnado | 39 | 2018 | Former GM and Head of the Consumer Business as member for the Executive Management Team - Kohler Company | ▪Audit Committee ▪Compensation Committee ▪Umpqua Bank Trust Committee | Yes |

  3. Director Nominees at a Glance

    Columbia Banking System I 2025 Proxy Statement 9 Table of Contents Proposal 1 – Election of Directors

  4. Information About The 2025 Nominees

    Information About The 2025 Nominees Information regarding each of the nominees is provided below, including each nominee’s name, age as of the Record Date, principal occupation during the past five years, public company directorships, and the year first elected or appointed a director of Columbia or Umpqua, as applicable. All of the nominees are presently directors of Columbia. There are no family relationships among any of our directors or executive officers, nor are any of the corporations or organizations referenced in the biographical information a parent, subsidiary or affiliate of Columbia.

  5. Information About The 2025 Nominees

    | CHAIR OF THE BOARD (Effective April 1, 2025) Maria M. Pope Independent Age: 60 Director Since: 2014 | Experience: Ms. Pope is President and Chief Executive Officer of Portland General Electric Company ("PGE"). She was appointed President on October 1, 2017 and Chief Executive Officer on January 1, 2018. From March 2013 to January 2018, Ms. Pope served as Senior Vice President, Power Supply, Operations, and Resource Strategy for PGE. She joined PGE in 2009 as Vice President, Chief Financial Officer and Treasurer and previously served as the chief financial officer of two publicly traded companies in the high tech and natural resources industries. She is the board chair of the Oregon Business Council and the Edison Electric Institute, the past board chair of the Energy Power Research Institute, and serves on the San Francisco Federal Reserve Bank, Portland Branch. Reason for Nomination: Ms. Pope’s extensive leadership and business management experience, her perspective as an active public company executive, as well as her experience as the chief financial officer of three publicly traded companies, provide the Board with valuable expertise. Committee Assignments: Compensation Committee, Enterprise Risk Management Committee, Nominating and Governance Committee Education: Bachelor's Degree, Georgetown University; M.B.A., Stanford Graduate School of Business Other Public Board Directorships: Portland General Electric Company (NYSE: POR; 2018-present) |

  6. Information About The 2025 Nominees

    Columbia Banking System I 2025 Proxy Statement 11 Table of Contents

  7. Information About The 2025 Nominees

    | Mark A. Finkelstein Independent Age: 66 Director Since: 2014 | Experience: Mr. Finkelstein is a director of Christensen, Inc., a solutions provider for the fuel, lubricants and propane industries. He is a member of the Board of Directors of the Northwest Chapter of the National Association of Corporate Directors ("NACD") and a former member of the Governance, Audit and Compliance Committee of the Board of Trustees of Seattle Children’s Healthcare System. Previously, he served as Chief Legal and Administrative Officer and Secretary of Blucora, Inc. from September 2014 through June 2017. Prior to joining Blucora, he served as EVP-Corporate Development, General Counsel, and Corporate Secretary of Emeritus Corporation and as a strategy advisor for private investment management firms in the United States and Europe. Reason for Nomination: Mr. Finkelstein has extensive legal background and experience with financial institutions and public companies generally as well as expertise with respect to corporate governance, mergers and acquisitions and other types of corporate transactions. He is also an NACD Board Leadership Fellow. Committee Assignments: Compensation Committee, Enterprise Risk Management Committee, Nominating and Governance Committee Education: Bachelor's Degree with High Honors in Economics, The University of Michigan; J.D., The University of Michigan Law School Other Public Board Directorships: None | | Eric S. Forrest Independent Age: 57 Director Since: 2017 | Experience: Mr. Forrest is co-President and co-owner of Eugene-based beverage distributor, Bigfoot Beverages, overseeing the company’s Pepsi franchises and malt beverage distribution throughout Oregon and managing its day-to-day operations, warehousing and fleet. He is a partner in Fast Track Car Wash, also based in Eugene, Oregon. He currently chairs the Oregon Beverage Recycling Board, which he also co-founded, serves on the boards of directors of the Ford Family Foundation, the Pepsi Cola Bottler's Association, and the Oregon Business Council, and was formerly the President of the Oregon Beer and Wine Distributors Association. Mr. Forrest served as a director of Pacific Continental Corporation (Nasdaq: PCBK) prior to its acquisition by Columbia in November 2017. Reason for Nomination: Mr. Forrest has strong ties within Umpqua Bank’s Eugene, Oregon market, as well as deep management and operational experience. He brings an entrepreneur’s and business owner’s perspective to the Board. Committee Assignments: Audit Committee, Nominating and Governance Committee, Umpqua Bank Trust Committee Education: Bachelor's Degree in Communications, Oregon State University; M.B.A., Willamette University's Atkinson School of Management Other Public Board Directorships: None |

  8. Information About The 2025 Nominees

    Columbia Banking System I 2025 Proxy Statement 12 Table of Contents

  9. Information About The 2025 Nominees

    | Randal L. Lund Independent Age: 67 Director Since: 2017 | Experience: Mr. Lund served as a partner for 37 years with the accounting firm KPMG and is a retired member of the American Institute of Certified Public Accountants. He is also an NACD Board Leadership Fellow. He is a past member, Advisory Board, Portland Chapter of the NACD as well as a past member of the Program Committee for the Portland Chapter of Financial Executives International. He is a past board member of Software Association of Oregon, the Oregon Society of Certified Public Accountants, and Metropolitan Family Services. Mr. Lund has served as the Chair of Columbia’s Audit Committee since 2019. Reason for Nomination: Mr. Lund has extensive accounting and operational experience with public companies, as well as deep expertise in the auditing and governance of public companies. He is one of the Board’s designated audit committee financial experts. Committee Assignments: Audit Committee (Chair), Enterprise Risk Management Committee, Umpqua Bank Trust Committee Education: Bachelor's Degree in Accounting, Montana State University Other Public Board Directorships: None | | Luis F. Machuca Independent Age: 67 Director Since: 2010 | Experience: Mr. Machuca served as President and Chief Executive Officer of Enli Health Intelligence Corporation, a healthcare applications company that activates collaborative care, from January 2002 until its sale on December 31, 2020. He serves on the Board of Directors of Cambia Health Systems, a nonprofit health care company based in Portland, Oregon. He served as the Chair of Umpqua’s Compensation Committee until the Merger, at which time he was appointed the Chair of Columbia's Compensation Committee. Reason for Nomination: Mr. Machuca brings strong business operations and leadership experience to the Board, together with extensive civic and community ties. Committee Assignments: Compensation Committee (Chair), Enterprise Risk Management Committee, Nominating and Governance Committee Education: Bachelor's Degree in Electrical Engineering, Purdue University; Master of Science in Industrial Engineering, Purdue University Other Public Board Directorships: UpHealth, Inc. (NYSE: UPH; December 2022-present) |

  10. Information About The 2025 Nominees

    Columbia Banking System I 2025 Proxy Statement 13 Table of Contents

  11. Information About The 2025 Nominees

    | S. Mae Fujita Numata Independent Age: 68 Director Since: 2012 | Experience: Ms. Numata is the founder of Numata Consulting PLLC., a consulting business through which she has provided interim executive leadership services to privately owned companies in Washington, Oregon and Montana. Ms. Numata is a former partner with a national consulting firm, a former chief financial officer in the media industry for 11 years, and a former banker for 24 years. She is the incoming Board Chair for GeoEngineers, Inc., their Finance Committee Chair and member of three other committees. She is the Lead Director of Uwajimaya, Inc. Ms. Numata was also the Board Chair of the Girl Scouts of Western Washington until her tenure expired in February 2021. Reason for Nomination: Ms. Numata’s extensive accounting and banking background provide the Board and Audit Committee with valuable expertise, and she is one of the Board’s designated audit committee financial experts. Committee Assignments: Umpqua Bank Trust Committee (Chair), Audit Committee, Enterprise Risk Management Committee Education: Bachelor's Degree in Business Administration/Accounting, University of Washington Other Public Board Directorships: None | | John F. Schultz Independent Age: 60 Director Since: 2015 | Experience: Mr. Schultz serves as Executive Vice President and Chief Operating Officer of Hewlett Packard Enterprise (NYSE: HPE), a position he has held since 2020. Prior to that, he served as HPE’s Executive Vice President, Chief Legal and Administrative Officer and Secretary from December 2017 to July 2020, and served as HPE’s Executive Vice President, General Counsel and Secretary from November 2015 to December 2017. He serves on the boards of Albright College, National Legal Aid & Defender Association, and Children’s Beach House, on the Finance Committee of Beebe Hospital, and on the advisory board of The Anti-Slavery Collective. Reason for Nomination: In his work at HPE, Mr. Schultz has led transformation, information technology and risk management functions, including HPE’s transformation office, IT and cybersecurity organizations, eCommerce team, ethics and compliance, legal, sustainability, global resilience and security functions. He also has deep corporate governance expertise as a result of his experience as HPE’s General Counsel and Secretary. Committee Assignments: Audit Committee, Compensation Committee, Nominating and Governance Committee Education: Bachelor’s Degree, Albright College; J.D., University of Pennsylvania Law School Other Public Board Directorships: None |

  12. Information About The 2025 Nominees

    Columbia Banking System I 2025 Proxy Statement 14 Table of Contents

  13. Information About The 2025 Nominees

    | Elizabeth W. Seaton Independent Age: 64 Director Since: 2014 | Experience: Ms. Seaton is the former President and Chief Executive Officer of Saltchuk Aviation, an air cargo and aviation services company headquartered in Seattle, Washington. She served as Senior Vice President of Operations for Saltchuk Resources Inc., a family of diversified transportation and fuel distribution companies, headquartered in Seattle, Washington from 2014 to 2018. She spent over 20 years at Weyerhaeuser in strategic planning, capital investments and business leadership positions, and was a Principal at Boston Consulting Group in Los Angeles, California. She is currently a member of the Planned Parenthood Federation of America Board of Directors, serving as Secretary and as a member of the Federation Governance, Finance and Executive Committees. Reason for Nomination: Ms. Seaton has broad experience in business leadership, turnarounds and change management, strategic development, mergers and acquisitions, and enterprise risk management. Committee Assignments: Enterprise Risk Management Committee (Chair), Audit Committee, Compensation Committee Education: Bachelor's Degree in Economics, History, Princeton University; J.D./M.B.A., University of Chicago Business and Law Schools Other Public Board Directorships: None | | Clint E. Stein Age: 53 Director Since: 2020 | Experience: Mr. Stein is the President and Chief Executive Officer of Columbia and Chief Executive Officer of Umpqua Bank. He was President and Chief Executive Officer of Columbia State Bank ("Columbia Bank") from January 2020 until its merger with Umpqua Bank in February 2023. He joined Columbia in December 2005 as Senior Vice President, Chief Accounting Officer and Controller and was appointed Executive Vice President and Chief Financial Officer in 2012. He continued to serve as Chief Financial Officer until May 2018, following his appointment in 2017 as Chief Operating Officer, a position he held until being appointed President and Chief Executive Officer. Reason for Nomination: Mr. Stein has a deep understanding of the Company's strategic goals and operational challenges. His proven leadership and clear vision for the Company's future enable him to make decisions that support long-term growth and sustainability. He also has strong industry and community ties, serving on the Federal Reserve Bank of San Francisco Board of Directors, Executive Council For A Greater Tacoma and the boards for the Washington Bankers Association and Pacific Coast Banking School. Committee Assignments: None Education: Bachelor’s Degree in Accounting and Business Administration, University of Idaho Other Public Board Directorships: None |

  14. Information About The 2025 Nominees

    Columbia Banking System I 2025 Proxy Statement 15 Table of Contents

  15. Information About The 2025 Nominees

    | Hilliard C. Terry, III Independent Age: 55 Director Since: 2010 | Experience: Mr. Terry serves as a director of public and private companies. He has served on the boards of directors of privately held Fabletics, Inc., an active-wear retailer, since January 2021, and of Fundbox, Ltd., a financial platform for small businesses, since May 2021. He has served on the board of directors of publicly held Asbury Automotive Group since February 2022, and of Upstart, Inc. since February 2019. Previously, Mr. Terry served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited (NYSE: TGH), an intermodal marine container management and leasing company, from 2012 to 2018. Before joining Textainer, he was Vice President and Treasurer of Agilent Technologies, Inc. (NYSE: A), a diversified technology company, which he joined in 1999 and headed Investor Relations during Agilent's spin-off from Hewlett-Packard and subsequent IPO. Reason for Nomination: Mr. Terry is a former public-company chief financial officer and has senior leadership and business management experience with small and large-cap companies as well as broad-based accounting, treasury, and cash management expertise from his chief financial officer roles. He is one of the Board’s designated audit committee financial experts. Committee Assignments: Audit Committee, Enterprise Risk Management Committee, Nominating and Governance Committee, Financial Pacific Leasing, Inc. board of directors (subsidiary of Umpqua Bank) Education: Bachelor's Degree in Economics, University of California, Berkeley; M.B.A., Golden Gate University Other Public Board Directorships: Upstart, Inc. (Nasdaq: UPST; February 2019-present); Asbury Automotive Group, Inc. (NYSE: ABG; February 2022-present) | | Anddria Varnado Independent Age: 39 Director Since: 2018 | Experience: Ms. Varnado served as GM and Head of the Consumer Business as member for the Executive Management Team at Kohler Company, a global leader in home products, hospitality destinations and systems, from 2020 to 2024. From 2019 to 2020, Ms. Varnado served as Vice President, Strategy & Business Development, at Macy’s, Inc. (NYSE: M), where she was responsible for strategic evaluation, including analysis, development, transformation and innovation in the consumer market. Prior to this, Ms. Varnado was Vice President and Head of Strategy and Business Development and Executive Leadership Team Member at Williams-Sonoma, Inc. (NYSE: WSM), where she was directly responsible for mergers and acquisitions, new business, and brand development across the multi-brand portfolio. Ms. Varnado has held additional prior positions including management consultant at ZS Associates, product leadership at New York Life Insurance Company, and corporate banking at Citigroup. Reason for Nomination: Ms. Varnado has senior leadership and strong business management experience with focal areas in business transformation, digital strategy, strategic development, mergers and acquisitions, and consumer financial insights. Additionally, Ms. Varnado has direct industry experience from the Financial Institutions Group within a Corporate & Investment Banking division. Committee Assignments: Audit Committee, Compensation Committee, Umpqua Bank Trust Committee Education: Bachelor's Degree in Business Administration, Clark Atlanta University; M.B.A., Harvard Business School Other Public Board Directorships: Red Robin Gourmet Burgers, Inc. (Nasdaq: RRGB; March 2021-present) |

  16. Information About The 2025 Nominees

    Columbia Banking System I 2025 Proxy Statement 16 Table of Contents Corporate Governance

  17. Compensation of Directors

    Compensation of Directors Directors receive compensation in the form of cash and restricted stock. We do not pay directors who are also employees of Columbia or its subsidiaries additional compensation for their service as directors. Compensation for non-employee directors is generally set for a 12-month period commencing after each annual meeting of the Company’s shareholders. With the completion of the Merger, the Board approved certain increases to non-employee director compensation that took effect in May 2023 and was unchanged for the remainder of the 2023-2024 year of service. On recommendation of the Compensation Committee, the Board determined not to change the amount of compensation for the Company's non-employee directors for the 2024-2025 year of service. Non-employee director compensation for the 2023-2024 year of service and for the 2024-2025 year of service is set forth below. Columbia Banking System I 2025 Proxy Statement 29 Table of Contents

  18. Non-Employee Director Compensation

    Non-Employee Director Compensation

  19. Non-Employee Director Compensation

    | | Annual Cash Compensation ($) | | Board Member Annual Retainers | | | Lead Independent Director | 54,700 | | Board Member | 57,000 | | Committee Chair Annual Retainers | | | Audit Committee | 18,200 | | Compensation Committee | 14,500 | | Other standing committees* | 10,900 | | Committee Member Annual Retainers | | | Audit Committee | 9,700 | | Compensation Committee | 7,300 | | Other standing committees* | 4,800 | | | Annual Equity Compensation ($) | | Board Member Annual Retainer | 85,000 |

  20. Non-Employee Director Compensation

    *Includes service on Umpqua Bank's Trust Committee and Financial Pacific Leasing, Inc. board of directors (subsidiary of Umpqua Bank).

  21. 2024 Director Compensation Table

    2024 Director Compensation Table The following table shows compensation paid or accrued for the last fiscal year to our non-employee directors.

  22. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Craig D. Eerkes | 102,392 | 84,999 | — | — | — | 5,800 | 193,191 | | Mark A. Finkelstein | 67,742 | 84,999 | — | — | — | 5,800 | 158,541 | | Eric S. Forrest | 69,942 | 84,999 | — | — | 1,767 | 5,800 | 162,508 | | Peggy Y. Fowler | 77,733 | 84,999 | — | — | — | 5,800 | 168,532 | | Randal L. Lund | 86,625 | 84,999 | — | — | — | 5,800 | 177,424 | | Luis F. Machuca | 81,033 | 84,999 | — | — | — | 5,800 | 171,832 | | S. Mae Fujita Numata | 79,933 | 84,999 | — | — | 25,023 | 5,800 | 195,755 | | Maria M. Pope | 68,967 | 84,999 | — | — | — | 5,800 | 159,766 | | John F. Schultz | 72,233 | 84,999 | — | — | — | 5,800 | 163,032 | | Elizabeth W. Seaton | 82,225 | 84,999 | — | — | — | 5,800 | 173,024 | | Hilliard C. Terry, III | 74,342 | 84,999 | — | — | — | 5,800 | 165,141 | | Anddria Varnado | 71,008 | 84,999 | — | — | — | 5,800 | 161,807 |

  23. 2024 Director Compensation Table

    (1)Represents a restricted stock award of 4,183 shares granted on May 10, 2024 at the grant date fair value, comprising the 2024-2025 year of service annual equity retainer that will vest on May 10, 2025. The fair value of these awards was determined in accordance with the Compensation—Stock Compensation topic of the FASB ASC 718. Assumptions used to calculate these amounts are set forth in Note 18 to the Company’s audited financial statements for the fiscal year ended 2024, included in the Company’s 2024 Annual Report. (2)Represents above-market earnings on Mr. Forrest’s and Ms. Numata’s Deferred Compensation Accounts, the material terms of which are described under the “Deferred Compensation Plans” section. (3)Amounts shown for each director reflect dividends received upon the vesting of equity awards that were granted on May 18, 2023. Columbia Banking System I 2025 Proxy Statement 32 Table of Contents Proposal 2 – Advisory Vote On Executive Compensation The Board and management are committed to excellence in governance and recognize the interest our shareholders have expressed in the Company’s executive compensation program. As a part of that commitment, and in accordance with SEC rules, we ask our shareholders to approve an annual advisory resolution on the compensation of the named executive officers ("NEOs"), as reported in this Proxy Statement. This proposal, commonly known as “say-on-pay,” gives shareholders the opportunity to approve or not approve our fiscal year 2024 compensation for NEOs. Our shareholders previously voted in favor of an annual say-on-pay vote, and our Board determined to hold an annual vote. This vote is not intended to address any specific item of compensation, but rather to address the compensation paid to our NEOs as disclosed in this Proxy Statement, which we believe reflects our overall compensation policies and procedures relating to the NEOs. While your vote is advisory and will not be binding on the Compensation Committee or the Board, we strive to align our governance policies and practices with the interests of our shareholders. The Compensation Committee and the Board considers the outcome of the say-on-pay vote when considering future compensation plans. We are requesting your non-binding vote on the following resolution: “RESOLVED, that the shareholders approve the compensation of the named executive officers as described in the Compensation Discussion and Analysis and the tabular and accompanying narrative disclosure of named executive officer compensation in the Proxy Statement for the 2025 Annual Meeting of Shareholders.” We believe that our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. Columbia’s compensation program is guided by the philosophy that total executive compensation should vary based on achievement of both individual and corporate goals and objectives, and should be focused on long-term strategies to build shareholder value. We invite you to consider the details of our executive compensation provided under the “Compensation Discussion and Analysis” section. That section provides you with information about the structure of our executive compensation and the objectives that our compensation program is intended to achieve.

  24. The Compensation Committee regularly reviews best practices in executive compensation and governance and seeks

    | What We Do | | What We Don't Do | | | Independent Compensation Committee that engages its own advisorsx | No single trigger change-in-control provisions | | | Stock ownership requirements for executive officersx | No tax gross-ups on severance or change-in-control benefits | | | Clawback provisions applicable to all incentive compensationx | Hedging and pledging of Company stock is prohibited | | | Annual review of peer groupx | Dividends on equity awards paid only upon vesting | | | Annual best practices review and competitive assessment of compensation with independent consultantx | No significant perquisites | | | Annual risk focused review of Company-wide incentive plansx | Equity plans prohibit repricing, reload or exchange of any stock options without shareholder approval | | | Proactive engagement with shareholders and consideration of investor feedback in compensation decisionsx | No guaranteed executive bonuses |

  25. In January 2025, the Compensation Committee (along with the Board and Mr. Stein, where applicable) reviewed and

    In January 2025, the Compensation Committee (along with the Board and Mr. Stein, where applicable) reviewed and approved the Company’s and individual NEOs’ performance under the 2024 short-term incentive plan including: ▪Operating PPNR* of $870.7 million, resulting in a payout level of 125% for the primary corporate performance component of the short-term incentive plan ▪Goal achievement resulting in payout levels ranging from 100% - 120% for the individual performance component ▪Total NEO payouts in the first quarter of 2025 ranging from 100% - 124% of target * Non-GAAP financial measure. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure. Other key actions and additional detail with respect to salary and annual and long-term incentives are discussed in the “Compensation Decisions” section.

  26. Role of the Compensation Consultant / Evaluation of Independence

    Role of the Compensation Consultant / Evaluation of Independence The Compensation Committee reviews information provided by a recognized, independent compensation consultant including survey or “benchmarking” data, peer group recommendations, compensation and governance best practices, and plan design suggestions. The Compensation Committee uses this information to understand prevailing market practices and aggregate, as well as component, compensation packages provided by financial services companies similar in size and scope. The Compensation Committee has full authority to retain and terminate the services of the compensation consultant. Each year, the Compensation Committee conducts an independence review of its compensation consultant pursuant to SEC and Nasdaq rules. For 2024, the Compensation Committee confirmed the independence of, and engaged, Mercer as its consultant. The Compensation Committee received a letter from Mercer assessing its independence under the SEC’s six factor test. The Compensation Committee also conducted its own assessment of Mercer’s independence and concluded that no conflict of interest existed in connection with the services provided. For 2024, fees paid to Mercer for executive and director compensation consulting totaled $100,000. The Compensation Committee considered fiscal year 2024 fees paid to Mercer and its Marsh & McLennan Companies affiliates for services other than executive and director compensation provided to the Company, which totaled $891,337 and consisted of health and welfare plan administration, management and consulting. The 2024 fees paid were approximately 0.004% of Marsh & McLennan Companies’ fiscal year 2024 revenue.

  27. Considerations In Determining Compensation

    Considerations In Determining Compensation Peer Group: The Compensation Committee, with assistance from its independent compensation consultant and input from management, establishes the Company’s peer group. The selection process begins with a list of potential peer companies, which is filtered using various criteria described below to determine the final list of peer companies. The following outlines the process utilized by the Compensation Committee in initially selecting the peer group in 2023, and in reviewing the peer group in 2024. * In 2024, the Compensation Committee reviewed the peer group adopted in 2023 and decided to remove one peer (First Citizens Bancshares) based on a significant acquisition and increase in size. For compensation decisions made in the first quarter of 2024 the Compensation Committee used market comparison and benchmarking data gathered in 2023 that included First Citizens Bancshares. The Compensation Committee relies on the peer group analysis to provide relevant market data and trend information but does not consider the peer group analysis to be a substitute for its collective business judgment. Columbia Banking System I 2025 Proxy Statement 42 Table of Contents

  28. Elements of 2024 Compensation

    | Component | | | Features | Link to Strategy and Performance | | Fixed | Short-Term | Base Salary (Cash) | Salaries are determined based on prevailing market levels with adjustments for individual factors including performance, scope of responsibility, years of experience, and skills. Annual salary is the only fixed component of the executive compensation program. | Provide competitive baseline compensation to attract and retain executive talent. | | Variable | | Annual Incentive Plan (Cash) | The key corporate metrics are objective measures and constitute the majority of the incentive opportunity. For 2024, operating PPNR was the sole corporate metric and constituted 80% of the target annual incentive opportunity for all NEOs, excluding the former Executive Chair. Individual goals tied to the Company’s strategy and key objective constituted 20% of the target annual incentive opportunity for all NEOs excluding the former Executive Chair, and 100% for the former Executive Chair. | Consistent with competitive practices, executives should have a significant portion of their target annual total cash compensation at risk, contingent upon Company performance. The Annual Incentive Plan motivates and rewards executives for achieving and exceeding personal and company-wide goals. Financial metrics and goals are set in relation to business drivers in our strategic plan. A minimum level of operating PPNR performance is required for an NEO, other than the former Executive Chair, to receive any payout. | | | Long-Term | Restricted Stock Units | Service-based equity awards that vest ratably over three years. Dividends are paid only on vested restricted stock units at the time of vesting. | Equity awards motivate and reward long-term performance and executive focus on generating long-term shareholder value. Service-based, long-term awards provide a retention incentive in addition to aligning executives with shareholder interests. | | | | Performance Stock Units | Performance-based awards that cliff vest after a three-year performance measurement period. Dividends are paid only on vested performance stock units at the time of vesting. Vesting is based on Company performance on pre-defined metrics, measured over a three-year performance period compared to peer performance. Performance stock units utilize the same peer group as the Compensation Committee selects for the competitive assessment. Performance stock units constitute a minimum of 50% of our NEO equity awards. Performance metrics for 2024 performance stock units were: ▪ROTCE, which rewards achieving long-term profitable growth and returns; and ▪TSR, which directly links executive compensation to shareholder returns, and emphasizes the need for long- term financial and stock price performance. | Equity awards motivate and reward long-term performance and executive focus on generating long-term shareholder value. Performance stock units focus executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. |

  29. Total Direct Compensation

    | Name | Base Salary | Annual (Cash) Incentive | Long-Term (Equity) Incentive | Total* | | Clint E. Stein | $1,150,000 | $1,380,000 | $3,334,000 | $5,864,000 | | Ron L. Farnsworth | $605,000 | $514,250 | $850,000 | $1,969,250 | | Christopher M. Merrywell | $715,000 | $715,000 | $1,100,000 | $2,530,000 | | Torran B. Nixon | $715,000 | $715,000 | $1,000,000 | $2,430,000 | | Cort L. O’Haver | $1,250,000 | $1,250,000 | $2,500,000 | $5,000,000 |

  30. Annual Incentive Plan

    Annual Incentive Plan At the beginning of each year, we approve the terms of a short-term, cash incentive plan for our executive officers. The Compensation Committee sets the target incentive as a percentage of base salary based on peer and market data for similar positions, total direct compensation, internal groupings of executives and, if applicable, executives’ employment agreements. For 2024, the Compensation Committee increased Mr. Farnsworth's target from 80% to 85%, which was competitive within the peer group based on market data, and maintained target incentives at 2023 levels for other NEOs after reviewing market data and internal equity.

  31. Annual Incentive Plan

    | Name | Target Incentive as a % of Base Salary | Increase Over Prior Year Target % | | Clint E. Stein | 120% | —% | | Ron L. Farnsworth | 85% | 5% | | Christopher M. Merrywell | 100% | —% | | Torran B. Nixon | 100% | —% | | Cort L. O’Haver | 100% | —% |

  32. Annual Incentive Plan

    The Compensation Committee uses primarily objective elements for annual incentive plans. Achievement of the target incentive is generally based on the success of the Company and the individual executive in performance areas specific to their role and Company initiatives. The Compensation Committee also establishes a maximum payout above the target incentive, as well as a minimum performance requirement with respect to the Company performance measure in order to receive any payout. Our annual incentive plans expressly provide the Compensation Committee authority to apply “negative discretion” to reduce awards and to apply risk modifiers prior to payout. Our 2024 Annual Incentive Plan, which for NEOs other than Mr. O’Haver, was weighted 80% based on corporate performance measured by our operating PPNR performance, and 20% on individual goals. Mr. O’Haver’s annual incentive was weighted 100% based on individual goals, consistent with the separation of Board Chair and Chief Executive Officer duties and the Compensation Committee’s desire to have Mr. O’Haver focus on strategic planning and Board matters. Columbia Banking System I 2025 Proxy Statement 46 Table of Contents The Compensation Committee selected operating PPNR due to its: ▪Focus on the core profitability of the Company (in part due to its insulation from volatility in loan loss provision expense caused by CECL accounting requirements, which may create increased loss provision expense based on economic forecasts that may or may not actually create problem loans) ▪Wide use by investors and analysts to measure profitability

  33. Financial Performance – Operating PPNR

    | Threshold – 50% payout | 75% payout | 90% payout | Target – 100% payout | 125% payout | 150% payout | Maximum – 200% payout | | > $426.2 million – | > $554.0 million – | > $724.5 million – | > $809.7 million – | > $852.3 million – | > $937.5 million - | > $1,022.8 million | | $554.0 million | $724.5 million | $809.7 million | $852.3 million | $937.5 million | $1,022.8 million | |

  34. Mr. O’Haver

    The Compensation Committee determined that Mr. Stein had met his individual goals, exceeding the targeted cost savings goal, and recommended approval of a 120% payout on the individual component. The Compensation Committee determined that Mr. O’Haver met his individual goals and recommended approval of a 100% payout on his annual incentive plan opportunity. The Board approved Messrs. Stein’s and O’Haver’s awards at the levels recommended by the Compensation Committee. Mr. Stein assessed each of the other NEOs' performance in recommending the individual goal achievement level. He presented his assessment to the Compensation Committee and discussed his compensation recommendations for each NEO. After considering 2024 performance, the Compensation Committee approved the achievement of the individual performance component of the annual incentive awards at the following percentages of target: 100% for Mr. Farnsworth and 119% for Messrs. Merrywell and Nixon. The Compensation Committee placed significant weight on Mr. Stein's incentive award recommendations but independently reviewed and approved those recommendations. Columbia Banking System I 2025 Proxy Statement 50 Table of Contents

  35. Final Annual Incentive Payouts

    Final Annual Incentive Payouts Based on the 2024 corporate financial and individual performance results and decisions described above, the Compensation Committee (as well as the Board in the case of Messrs. Stein and O’Haver) approved final annual incentive award payouts to the NEOs for 2024 as follows:

  36. Final Annual Incentive Payouts

    | Name | Total Paid | Target | Total as a % of Target | | Clint E. Stein | $1,711,200 | $1,380,000 | 124% | | Ron L. Farnsworth | $617,100 | $514,250 | 120% | | Christopher M. Merrywell | $885,170 | $715,000 | 124% | | Torran B. Nixon | $885,170 | $715,000 | 124% | | Cort L. O’Haver | $1,250,000 | $1,250,000 | 100% |

  37. Equity Awards

    Equity Awards Our 2024 Equity Plan provides for the grant of restricted stock, incentive stock options, nonqualified stock options, restricted stock units, and stock appreciation rights. We believe executive officers and other key management positions should have a meaningful portion of their competitive total compensation opportunity linked to shareholder return, which is directly tied to our long-term vision of growth, stability, asset quality and our commitment to a personalized relationship banking approach. Long-term incentives take the form of equity awards that are intended to align the interests of the executive with those of our shareholders by encouraging ownership of our common stock and tying value to the long-term market value of the Company’s stock. These awards also serve to promote an executive’s continued service to the organization by vesting over a period of years and encourage sound risk management by providing a balanced view of performance and aligning awards with the longer-term time horizon of risk outcomes. Our 2024 long-term incentive compensation consisted of a combination of (i) performance-based restricted stock units (“Performance Stock Units” or “PSUs”) that are earned and vest at the end of a three-year performance period and (ii) service- based restricted stock units (“Restricted Stock Units” or “RSUs”). The March 2024 PSUs vest at the end of the three fiscal year performance period ending December 31, 2027, based on achievement levels of our TSR and our ROTCE compared to the peer group. The NEOs also received RSUs in March 2024 that vest ratably over three years subject to continued service. The Compensation Committee set these long-term incentive targets based on peer and market data for similar positions. The mix of equity awards in 2024 was:

  38. Equity Awards

    | Name | PSUs | RSUs | | Clint E. Stein | 60% | 40% | | Ron L. Farnsworth | 60% | 40% | | Christopher M. Merrywell | 60% | 40% | | Torran B. Nixon | 60% | 40% | | Cort L. O’Haver | 60% | 40% |

  39. Equity Awards

    Columbia Banking System I 2025 Proxy Statement 51 Table of Contents The following table presents grant date fair value of equity awards (with PSUs at target performance) granted in 2024 by the Company as a percentage of base salary for each of the NEOs:

  40. Equity Awards

    | Name | PSUs as a % of 2024 Base Salary | RSUs as a % of 2024 Base Salary | Total Opportunity as a % of 2024 Base Salary | | Clint E. Stein | 160% | 116% | 276% | | Ron L. Farnsworth | 78% | 56% | 134% | | Christopher M. Merrywell | 85% | 62% | 146% | | Torran B. Nixon | 77% | 56% | 133% | | Cort L. O’Haver | 110% | 80% | 190% |

  41. Equity Awards

    The Compensation Committee selected two performance metrics for the PSUs with half of the awards to vest based on ROTCE and half based on TSR performance, both relative to the peer group approved by the Compensation Committee and discussed in the “Considerations in Determining Compensation – Peer Group” section. We believe TSR directly links executive compensation to the returns realized by our shareholders, and that a measure based on return on equity links executive compensation to the creation of long-term value for shareholders. The combination of metrics ensures that our awards are not advantaged or penalized by general market conditions. The vesting of PSUs will be determined based on the Company’s achievement of Threshold, Target or Maximum levels of TSR Performance and ROTCE Performance as follows:

  42. Equity Awards

    | Performance Goals | Relative TSR/Relative ROTCE Performance | Percentage of Target Award Earned | | Minimum | Below 50% | —% | | Threshold | At 50% | 50% | | Target | At 100% | 100% | | Maximum | At or above 150% | 150% |

  43. Equity Awards

    Award achievement in the event of performance at levels between Threshold and Target and between Target and Maximum will be based on straight-line interpolation between such levels. For example, performance of 80% or 111% will result in 80% or 111%, respectively, of the award vesting. ROTCE Performance is equal to the quotient resulting from dividing Company Average ROTCE by the Peer Group Average ROTCE. Company Average ROTCE is calculated by dividing the sum of the Company’s ROTCE for 2024, 2025 and 2026 by three. Peer Group Average ROTCE is the sum of each peer company’s Peer ROTCE divided by the number of peers. Peer ROTCE is calculated in the same manner as the Company’s ROTCE: the sum of a peer’s 2024, 2025 and 2026 ROTCE divided by three. TSR Performance is equal to the quotient resulting from dividing Company TSR by the Peer Group TSR. Company TSR is the sum of TSR for the Company as determined on each of the last 20 trading days of the performance period (January 1, 2024, through December 31, 2026), with each TSR measured from the grant date divided by 20. Peer Group TSR is the median of the TSR for all peers based on each Peer Company TSR. Peer Company TSR is calculated in the same manner as Company TSR: the sum of TSR for a peer as determined on each of the last 20 trading days of the performance period, with each TSR as measured from the Grant Date, divided by 20. TSR is the cumulative total shareholder return, assuming dividend reinvestment and expressed as a percentage return, as applied to the Company or any peer, and meaning stock price appreciation from: (A) the beginning of the performance period using the initial closing price to (B) a trading day in the 20 trading day period preceding the end of the performance period using the closing price of such company’s common stock. Columbia Banking System I 2025 Proxy Statement 52 Table of Contents For example, if the Company’s Average ROTCE is 15% and the Peer Group Average ROTCE is 16%, for the 2024-2026 period, ROTCE Performance is equal to 93.75% (15 divided by 16), resulting in 93.75% award vesting. If over the same performance period the Company TSR is 20% and the Peer Group TSR is 16%, TSR Performance is 125%, resulting in 125% award vesting. When ROTCE Performance or TSR Performance matches the peer group performance, awards vest at target, or 100%.

  44. 2021 Performance-Based Equity Awards

    2021 Performance-Based Equity Awards As previously disclosed, each Umpqua equity award that was outstanding prior to the closing of the Merger was converted into a corresponding award with respect to Columbia common stock. Each such converted Umpqua equity award continued to be subject to the same terms and conditions, except that for awards granted prior to fiscal year 2023 that were subject to performance-based vesting, such awards converted into service-based vesting awards, with the number of shares of common stock underlying such awards calculated and fixed immediately prior to the closing of the Merger. Umpqua equity awards for the 2021-2023 performance period with a relative TSR performance condition were converted based on performance at the 115.75% level, and Umpqua equity awards for the 2021-2023 performance period with a relative ROTCE performance condition were converted based on performance at the 100% (target) level (collectively, “Umpqua 2021 Awards”). Messrs. Farnsworth, Nixon and O’Haver held Umpqua 2021 Awards, which vested on January 1, 2024. In addition, each Columbia performance-based equity award that was outstanding prior to the closing of the Merger and granted prior to fiscal year 2023 was converted into a service-based vesting award, with the number of shares of common stock underlying such award calculated and fixed immediately prior to the closing of the Merger. Columbia performance-based equity awards for the 2021-2023 performance period were converted based on performance at the 100% (target) level (collectively, “Columbia 2021 Awards”). Messrs. Stein and Merrywell held Columbia 2021 Awards, which vested on January 1, 2024.

  45. Equity Compensation Practices

    Equity Compensation Practices In general, we issue long-term equity incentives to our NEOs at the following times: ▪Upon initial employment with the Company ▪In the first quarter of each year, in connection with establishing the long-term incentive compensation component of their compensation ▪In connection with a significant advancement or promotion or other significant change in compensation arrangements

  46. Severance and Change-In-Control Arrangements

    Severance and Change-In-Control Arrangements We provide severance and change-in-control benefits to executives that are payable in circumstances the Compensation Committee believes are appropriate and market-competitive. The occurrence or potential occurrence of a change-in-control transaction can create uncertainty regarding the continued employment of our executive officers. These transactions often result in significant organizational changes, particularly at the senior executive level. We believe that change-in-control benefits eliminate or at least reduce any reluctance of executive officers to actively pursue potential change-in-control transactions that may be in the best interest of shareholders and are competitive in the industry. Change-in-control benefits are “double-trigger,” meaning they are payable only if the executive experiences a qualifying termination of employment in connection with a change in control of the Company. A more detailed description regarding payments under these arrangements is set forth under the “Potential Payments Upon Termination or Change in Control” section.

  47. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows compensation paid or accrued in the years shown for Columbia’s NEOs. As required by SEC rules, Columbia’s NEOs comprise Columbia’s President and Chief Executive Officer, Columbia's Chief Financial Officer, and the three other most highly paid executive officers who were serving as executive officers at the end of 2024.

  48. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | | | | | (1) (2) | (3) | (4) | (5) | | | Clint E. Stein, President and Chief Executive Officer | 2024 | 1,150,000 | — | 3,173,878 | 1,711,200 | 31,524 | 274,326 | 6,340,928 | | | 2023 | 1,150,000 | — | 3,042,229 | 1,269,600 | 218,435 | 663,986 | 6,344,250 | | | 2022 | 879,962 | — | 2,068,190 | 1,602,000 | 11,270 | 55,916 | 4,617,338 | | Ron L. Farnsworth, Executive Vice President, Chief Financial Officer and Principal Financial Officer | 2024 | 605,000 | — | 809,160 | 617,100 | — | 667,655 | 2,698,915 | | | 2023 | 475,000 | — | — | 419,520 | — | 652,031 | 1,546,551 | | Christopher M. Merrywell, Senior Executive Vice President and Umpqua Bank President of Consumer Banking | 2024 | 715,000 | — | 1,047,157 | 885,170 | 43,503 | 471,575 | 3,162,406 | | | 2023 | 600,000 | — | 1,009,420 | 636,000 | 35,350 | 1,466,223 | 3,746,993 | | | 2022 | 505,481 | — | 585,026 | 669,500 | — | 68,372 | 1,828,379 | | Torran B. Nixon, Senior Executive Vice President and Umpqua Bank President of Commercial Banking | 2024 | 715,000 | — | 951,941 | 885,170 | 73,491 | 651,045 | 3,276,647 | | | 2023 | 570,833 | — | — | 726,100 | 59,717 | 1,918,981 | 3,275,631 | | Cort L. O’Haver, Former Executive Chair (6) | 2024 | 1,250,000 | — | 2,379,928 | 1,250,000 | 221,741 | 183,129 | 5,284,798 | | | 2023 | 1,041,667 | — | 4,015,816 | 1,250,000 | 180,180 | 5,328,807 | 11,816,470 |

  49. 2024 Summary Compensation Table

    (1)For 2024, amounts shown for Messrs. Stein, Farnsworth, Merrywell, Nixon, and O'Haver include (a) the grant date fair value of RSUs granted on March 1, 2024, that vest one-third each year on March 1, 2025, 2026 and 2027, and (b) the grant date fair value of PSUs granted on March 1, 2024, for the 2024-2026 performance period. At stretch (maximum) performance, the PSUs’ grant date fair value would be $2,760,440 for Mr. Stein, $703,731 for Mr. Farnsworth, $910,743 for Mr. Merrywell, $827,918 for Mr. Nixon, and $2,069,895 for Mr. O'Haver. For 2023, amounts shown for Messrs. Stein and Merrywell include (a) the grant date fair value of RSUs granted on February 21, 2023, that vest one-third each year on February 15, 2024, 2025 and 2026, and (b) the grant date fair value of PSUs granted on February 21, 2023, for the 2023-2025 performance period (with respect to Messrs. Stein’s and Merrywell’s annual PSU awards) and March 14, 2023 (with respect to the PSU component of Mr. Stein’s synergy integration award). At stretch (maximum) performance, the PSUs’ grant date fair value would be $3,183,356 for Mr. Stein and $914,115 for Mr. Merrywell. For Mr. O’Haver, amount shown is the grant date fair value of RSUs granted on March 1, 2023, with one-third vesting on April 19, 2023 with the successful systems conversion and one-third vesting on each of the first and second anniversaries thereof. Columbia Banking System I 2025 Proxy Statement 58 Table of Contents For 2022, amounts shown include (a) the grant date fair value of RSUs granted on February 24, 2022, that vest one-third each year on February 15, 2023, and 2024, and February 14, 2025, and (b) the grant date fair value of PSUs granted on February 24, 2022, for the 2022-2024 performance period. At stretch (maximum) performance, the PSUs’ grant date fair value would be $1,570,567 for Mr. Stein and $410,044 for Mr. Merrywell. (2)The grant date fair value of stock awards was determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in footnote 4 to “2024 Grants of Plan-Based Awards” and in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s 2024 Annual Report. The grant date fair value of the RSUs granted in 2024 is based on the closing price of Columbia’s common stock on Nasdaq on the grant date of March 1, 2024 ($17.87 per share). The grant date fair value of the PSUs granted in 2024 is shown at target performance and is based 50% on the closing price of Columbia’s common stock on Nasdaq on the grant date of March 1, 2024 ($17.87 per share), and 50% on a fair value calculation using a Monte-Carlo simulation for the March 1, 2024 awards ($15.01 per share). (3)The amounts in this column reflect the annual incentive awards earned under the 2024 Annual Incentive Plan. (4)For Mr. Stein, includes the change in actuarial present value of the accumulated projected benefit under the SERP, which is a non-cash amount that can vary significantly from year-to-year based upon assumptions underlying the actuarial calculations. Assumptions such as discount rate and retirement age are reviewed annually by the Company and are intended to be individually appropriate. The SERP is discussed in further detail under the “Legacy Supplemental Executive Retirement Plan” section. For 2024, amounts shown include for Mr. Stein $0 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully vested, and $31,524 of above-market earnings on his deferred compensation accounts under the 2005 DCP and the 2016 DCP (individually and collectively, “DCA”); and for Messrs. Merrywell, Nixon, and O’Haver, $43,503, $73,491, and $221,741, respectively, of above-market earnings on DCA or other deferred compensation accounts. For 2023, amounts shown include for Mr. Stein $192,940 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully vested, and $25,495 of above-market earnings on his DCA; and for Messrs. Merrywell, Nixon, and O’Haver, $35,350, $59,717, and $180,180, respectively, of above- market earnings on DCA or other deferred compensation accounts. For 2022, amounts shown include for Mr. Stein, $(719,501) of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully vested, and $11,270 of above-market earnings on his DCA. Since the changes in actuarial present value of projected benefit under the SERP for Mr. Stein were negative, they are not reflected in the sums reported in this column in accordance with SEC rules. (5)The aggregate amount of perquisites and other personal benefits for the NEOs was less than $10,000 and are therefore not disclosed. For 2024, amount shown for Mr. Stein includes $13,800 in 401(k) Plan matching contributions; $1,436 in split dollar life insurance premiums; $8,571 in split dollar bonus earnings; $234,567 in accrued dividends on unvested PSUs; $890 in Company contributions to his Unit Plan; and $2,207 in tax gross-ups to cover taxes incurred for spousal use of the corporate aircraft. Unit Plans are described in further detail under the “Potential Payments Upon Termination or Change in Control” section. For 2024, amount shown for Mr. Farnsworth includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with Columbia dated March 1, 2023 (the "Farnsworth Letter Agreement"), which equals $594,000 and was paid on April 19, 2024; $13,800 in 401(k) Plan matching contributions; $1,939 in split dollar life insurance premiums; and $57,795 in accrued dividends on unvested PSUs. The Farnsworth Letter Agreement is described in further detail under the “Letter Agreements With Other Named Executive Officers” section. For 2024, amount shown for Mr. Merrywell includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with the Company dated March 1, 2023 (the "Merrywell Letter Agreement"), which equals $330,000 and was paid on April 19, 2024; $13,800 in 401(k) Plan matching contributions; $3,903 in split dollar life insurance premiums, $1,759 in split dollar bonus earnings; $67,964 in accrued dividends on unvested PSUs; $50,083 in Company contributions to his two Unit Plans; and $1,429 in tax gross-ups to cover taxes incurred for spousal use of the corporate aircraft. The Merrywell Letter Agreement is described in further detail under the “Letter Agreements With Other Named Executive Officers” section. For 2024, amount shown for Mr. Nixon includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with the Company dated March 1, 2023 (the "Nixon Letter Agreement"), which equals $132,000 and was paid on April 19, 2024; the vested portion of an additional cash payment granted pursuant to the terms of the Nixon Letter Agreement, which equals $430,000 and was paid on March 8, 2024; $13,800 in 401(k) Plan matching contributions; $3,125 in split dollar life insurance premiums; and $67,168 in accrued dividends on unvested PSUs. The Nixon Letter Agreement is described in further detail under the “Letter Agreements With Other Named Executive Officers” section. For 2024, amount shown for Mr. O’Haver includes $13,800 in 401(k) Plan matching contributions and $169,329 in accrued dividends on unvested PSUs. (6)The Executive Chair role was eliminated, and Mr. O'Haver's employment terminated, effective March 31, 2025.

  50. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  51. 2024 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(3)(4) | | Name | Grant Date | Committee Approval Date | Threshold ($) | Target (#) | Maximum ($) | Threshold ($) | Target (#) | Maximum ($) | | | | Clint E. Stein | | 1/23/2024 | — | 1,380,000 | 2,760,000 | | | | | | | | 3/1/2024 | 1/23/2024 | | | | 55,970 | 111,940 | 167,910 | 74,627 | 3,173,878 | | Ron L. Farnsworth | | 1/23/2024 | — | 514,250 | 1,028,500 | | | | | | | | 3/1/2024 | 1/23/2024 | | | | 14,269 | 28,538 | 42,807 | 19,026 | 809,160 | | Christopher M. Merrywell | | 1/23/2024 | — | 715,000 | 1,430,000 | | | | | | | | 3/1/2024 | 1/23/2024 | | | | 18,466 | 36,932 | 55,398 | 24,622 | 1,047,157 | | Torran B. Nixon | | 1/23/2024 | — | 715,000 | 1,430,000 | | | | | | | | 3/1/2024 | 1/23/2024 | | | | 16,787 | 33,574 | 50,361 | 22,383 | 951,941 | | Cort L. O’Haver | | 1/23/2024 | — | 1,250,000 | 2,500,000 | | | | | | | | 3/1/2024 | 1/23/2024 | | | | 41,969 | 83,938 | 125,907 | 55,959 | 2,379,928 |

  52. 2024 Grants of Plan-Based Awards

    (1)Represents the possible range of cash incentive payouts under the 2024 Annual Incentive Plan. Actual amounts earned, as determined by the Compensation Committee in the first quarter of 2024, are reflected in the "2024 Summary Compensation Table" section under Non-Equity Incentive Plan Compensation. See the “Annual Incentive Plan” section. (2)Represents the possible range of PSUs granted on March 1, 2024 under the 2024 Equity Plan. Actual amounts of PSUs earned will be based on achieving relative ROTCE and TSR compared to the peer group as determined by the Compensation Committee, in each case over the 2024–2026 performance period. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Company common stock covered by the PSUs between the grant date and the settlement date will not be paid until the PSUs vest and are settled. See the “Equity Awards” section. (3)Represents the number of RSUs granted to Messrs. Stein, Farnsworth, Merrywell, Nixon, and O'Haver on March 1, 2024 that vest one-third each year on March 1, 2025, 2026, and 2027. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Company common stock covered by the RSUs between the grant date and the settlement date will not be paid until the RSUs vest and are settled. (4)Amounts shown represent the grant date fair value of RSUs and PSUs granted on March 1, 2024, determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s 2024 Annual Report. The grant date fair value of the RSUs granted in 2024 is based on the closing price of Columbia’s common stock on Nasdaq on the grant date of March 1, 2024 ($17.87 per share). The grant date fair value of the PSUs granted in 2024 is shown at target performance and is based 50% on the closing price of Columbia’s common stock on Nasdaq on the grant date of March 1, 2024 ($17.87 per share), and 50% on a fair value calculation using a Monte-Carlo simulation for the March 1, 2024 awards ($15.01 per share).

  53. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  54. Outstanding Equity Awards at Fiscal Year-End 2024

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | (1) | (2) | (3) | (2) (3) | | Clint E. Stein | 129,931 | 3,509,436 | 190,879 | 5,155,642 | | Ron L. Farnsworth | 33,398 | 902,080 | 47,270 | 1,276,763 | | Christopher M. Merrywell | 42,953 | 1,160,161 | 56,430 | 1,524,174 | | Torran B. Nixon | 42,155 | 1,138,607 | 55,038 | 1,486,576 | | Cort L. O’Haver | 155,139 | 4,190,304 | 138,574 | 3,742,884 |

  55. Outstanding Equity Awards at Fiscal Year-End 2024

    (1)For Mr. Stein, represents 4,759 RSUs granted on February 24, 2022, that vested on February 14, 2025; PSUs granted on February 24, 2022, that converted to 30,613 RSUs with the Merger and vested on January 1, 2025; 19,932 RSUs granted on February 21, 2023, that vested 50% on February 15, 2025 and will vest 50% on February 15, 2026; and 74,627 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest one-third on each of March 1, 2026 and March 1, 2027. For Mr. Farnsworth, represents 6,047 RSUs granted on February 28, 2022, that vested on February 28, 2025; 8,325 RSUs granted on February 21, 2023, that vested 50% on February 15, 2025 and will vest 50% on February 15, 2026; and 19,026 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest one-third on each of March 1, 2026 and March 1, 2027. For Mr. Merrywell, represents 1,673 RSUs granted on February 28, 2022, that vested on February 1, 2025; PSUs granted on February 24, 2022, that converted to 7,992 RSUs with the Merger and vested on January 1, 2025; 8,666 RSUs granted on February 21, 2023, that vested 50% on February 15, 2025 and will vest 50% on February 15, 2026; and 24,622 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest one-third on each of March 1, 2026 and March 1, 2027. For Mr. Nixon, represents 10,233 RSUs granted on February 28, 2022, that vested on February 28, 2025; 9,539 RSUs granted on February 21, 2023, that vested 50% on February 15, 2025 and will vest 50% on February 15, 2026; and 22,383 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest one-third on each of March 1, 2026 and March 1, 2027. For Mr. O’Haver, represents 19,535 RSUs granted on February 28, 2022, that vested on February 28, 2025; 24,282 RSUs granted on February 21, 2023, that vested 50% on February 15, 2025 and will vest 50% on February 15, 2026; 10,669 synergy PSUs granted on February 21, 2023, that will vest on April 19, 2025; 44,694 synergy PSUs granted on March 1, 2023, that will vest on April 19, 2025; and 55,959 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest one-third on each of March 1, 2026 and March 1, 2027. (2)Amounts shown are calculated using the closing price of Columbia’s common stock on Nasdaq on December 31, 2024 ($27.01 per share). (3)The amounts shown represent the target number of PSUs that can be earned during the three-year performance period. Actual amounts vested and earned, if any, depend on actual performance against the performance measures for the 2023–2025 and 2024–2026 performance periods that end December 31, 2025, and December 31, 2026, respectively. For Mr. Stein, represents 44,848 PSUs granted on February 21, 2023; 34,091 synergy PSUs granted on March 14, 2023; and 111,940 PSUs granted on March 1, 2024. For Mr. Farnsworth, represents 18,732 PSUs granted on February 21, 2023; and 28,538 PSUs granted on March 1, 2024. For Mr. Merrywell, represents 19,498 PSUs granted on February 21, 2023; and 36,932 PSUs granted on March 1, 2024. For Mr. Nixon, represents 21,464 PSUs granted on February 21, 2023; and 33,574 PSUs granted on March 1, 2024. For Mr. O’Haver, represents 54,636 PSUs granted on February 21, 2023; and 83,938 PSUs granted on March 1, 2024. Columbia Banking System I 2025 Proxy Statement 62 Table of Contents

  56. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  57. 2024 Option Exercises and Stock Vested

    | Name | Stock Awards Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Clint E. Stein | 33,031 | 748,492 | | Ron L. Farnsworth | 25,322 | 519,737 | | Christopher M. Merrywell | 11,336 | 246,177 | | Torran B. Nixon | 40,580 | 836,363 | | Cort L. O’Haver | 146,183 | 2,918,902 |

  58. 2024 Option Exercises and Stock Vested

    (1)For Mr. Stein, represents the fair market value of 15,720 shares of RSUs granted in 2021 that vested on January 1, 2024; 2,585 shares of RSUs granted in 2021 that vested on February 15, 2024; 4,759 shares of RSUs granted in 2022 that vested on February 15, 2024; and 9,967 shares of RSUs granted in 2023 that vested on February 15, 2024. For Mr. Farnsworth, represents the fair market value of 5,351 shares of RSUs granted in 2021 that vested on January 1, 2024; 3,568 shares of RSUs granted in 2021 that vested on March 8, 2024; 6,194 shares of RSUs granted in 2021 that vested on March 8, 2024; 6,046 shares of RSUs granted in 2022 that vested on February 28, 2024; and 4,163 shares of RSUs granted in 2023 that vested on February 15, 2024. For Mr. Merrywell, represents the fair market value of 4,000 shares of RSUs granted in 2021 that vested on January 1, 2024; 1,329 shares of RSUs granted in 2021 that vested on February 15, 2024; 1,673 shares of RSUs granted in 2022 that vested on February 15, 2024; and 4,334 shares of RSUs granted in 2023 that vested on February 15, 2024. For Mr. Nixon, represents the fair market value of 9,057 shares of RSUs granted in 2021 that vested on January 1, 2024; 6,038 shares of RSUs granted in 2021 that vested on March 8, 2024; 10,483 shares of RSUs granted in 2021 that vested on March 8, 2024; 10,232 shares of RSUs granted in 2022 that vested on February 28, 2024; and 4,770 shares of RSUs granted in 2023 that vested on February 15, 2024. For Mr. O’Haver, represents the fair market value of 44,695 shares of RSUs granted in 2023 that vested on April 19, 2024; 10,669 shares of RSUs granted in 2023 that vested on April 19, 2024; 24,207 shares of RSUs granted in 2021 that vested on January 1, 2024; 6,916 shares of RSUs granted in 2021 that vested on March 8, 2024; 28,020 shares of PSUs granted in 2021 that vested on March 8, 2024; 19,534 shares of RSUs granted in 2022 that vested on February 28, 2024; and 12,142 shares of RSUs granted in 2023 that vested on February 15, 2024.

  59. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  60. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Clint E. Stein | 190,440 | 76,151 | — | 931,135 | | Ron L. Farnsworth | — | — | — | — | | Christopher M. Merrywell | — | 103,855 | — | 1,213,800 | | Torran B. Nixon | — | 175,444 | — | 2,050,497 | | Cort L. O’Haver | — | 529,357 | — | 6,186,843 |

  61. 2024 Nonqualified Deferred Compensation

    (1)An amount was deferred in 2024 under the 2016 DCP, which is described under the “Deferred Compensation Plans” section. The amount for Mr. Stein is reflected in the salary and non-equity incentive plan compensation columns of the "2024 Summary Compensation Table" section. (2)The interest rate is the three-month SOFR rate plus 3.84%. The Company annually reviews for appropriateness the calculation of the rate of interest (the “Interest Crediting Rate”) that is applied to a participant’s DCA in the applicable deferred compensation plan. The Interest Crediting Rate is adjusted quarterly for fluctuations in the three-month term SOFR rate. Plan participants are notified of any adjustments to the Interest Crediting Rate. The plan administrator shall annually review the Interest Crediting Rate. For Interest Crediting Rate purposes as of a given calendar quarter, the SOFR rate will be determined as of the later of (i) the 15th day of the calendar month immediately preceding the first day of the calendar quarter or (ii) if such 15th day is not a Trading Day, then the next following Trading Day. For plan purposes, a “Trading Day” means any day on which Nasdaq is open for trading. The DCA maintained for each participant shall be adjusted for interest credits on a daily basis. Interest credits shall be treated as a part of the credit balance of the DCA for all plan purposes. (3)For Mr. Stein, includes amounts previously reported in the applicable Summary Compensation Table for 2023 ($56,295), 2022 ($31,811), 2021 ($97,786), 2020 ($53,789), 2019 ($52,088), 2018 ($56,891), 2017 ($39,323), 2016 ($47,346), 2015 ($41,223), 2014 ($35,132), 2013 ($25,407), and 2012 ($16,005). For Mr. Merrywell, includes amounts previously reported in the Summary Compensation Table for 2023 ($1,030,000). For Mr. Nixon, includes amounts previously reported in the Summary Compensation Table for 2023 ($1,740,000). For Mr. O'Haver, includes amounts previously reported in the Summary Compensation Table for 2023 ($5,250,000). Columbia Banking System I 2025 Proxy Statement 63 Table of Contents

  62. 2024 Pension Benefits

    2024 Pension Benefits

  63. 2024 Pension Benefits

    | Name | Plane Name(1) | Number of Years Credited Services (#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Clint E. Stein | SERP | 19 | 1,243,074 | — |

  64. 2024 Pension Benefits

    (1)Under the terms of the SERP, executives must, in addition to other conditions, be fully vested to receive benefits. Full vesting is based on a 20-year schedule. Mr. Stein will first become eligible to receive vested benefits upon a voluntary termination at age 55. NEOs must have at least ten years of service with the Company and have reached age 55 in order to receive benefits upon a voluntary termination that occurs prior to reaching the standard retirement age of 65. (2)The estimated maximum annual retirement benefit payable under the SERP for Mr. Stein upon achieving age 65 is $270,000 assuming a single life annuity. Amount presented is calculated using a discount rate of 5.60%.

  65. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following is a discussion regarding the post-employment and termination arrangements currently in place for the NEOs. The amounts are based on the maximum amounts that could be paid under these arrangements.

  66. Pay Versus Performance Table

    Pay Versus Performance Table The Company believes in the importance of maintaining a strong link between executive pay and company performance. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For a complete description regarding the Company’s compensation program, please see the “Compensation Discussion and Analysis” section. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs, including with respect to RSUs and PSUs. The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other NEOs, each as reported in the "2024 Summary Compensation Table" section and with certain adjustments to reflect Compensation Actually Paid, as defined and computed in accordance with SEC rules. The table also provides information with respect to Company TSR, average TSR for the KRX, net income and the Company’s selected performance measure, operating PPNR. Columbia Banking System I 2025 Proxy Statement 75 Table of Contents

  67. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income ($) | Operating PPNR* ($) | | 2024 | 6,340,928 | 9,698,516 | 3,605,691 | 4,667,476 | 84.22 | 128.85 | 533,675,000 | 870,663,000 | | 2023 | 6,344,250 | 6,059,063 | 4,439,837 | 5,321,778 | 77.99 | 106.87 | 348,715,000 | 909,667,000 | | 2022 | 4,617,338 | 3,995,926 | 1,294,835 | 1,241,284 | 82.88 | 110.67 | 250,128,000 | 344,995,000 | | 2021 | 3,530,394 | 2,582,770 | 1,148,579 | 931,077 | 86.58 | 132.19 | 202,490,000 | 281,926,000 | | 2020 | 3,574,309 | 2,927,968 | 1,167,507 | 809,584 | 92.24 | 92.50 | 153,532,000 | 278,400,000 |

  68. Pay Versus Performance Table

    (1)Represents total compensation for Mr. Stein as reported in the applicable Summary Compensation Table. (2)The following supplemental table presents a reconciliation of Mr. Stein’s applicable Summary Compensation Table total to the Compensation Actually Paid, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by Mr. Stein during the applicable year. (3)Includes the average total compensation for Messrs. Farnsworth, Merrywell, Nixon, and O’Haver in 2024; Messrs. Farnsworth, O’Haver, Merrywell, Nixon, and Aaron James Deer in 2023; Messrs. Deer, Eric J. Eid, Merrywell, and Andrew L. McDonald in 2022 and 2021; and Messrs. Deer, Eid, Merrywell, McDonald and Gregory A. Sigrist, and Ms. Kumi Y. Baruffi in 2020. Total compensation for non-PEO NEOs are as reported in the applicable Summary Compensation Table. (4)The following supplemental table presents a reconciliation of the average non-PEO NEO applicable Summary Compensation Table total to the Compensation Actually Paid, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by the non-PEO NEOs during the applicable year. (5)The peer group for this purpose is the KRX. *A non-GAAP financial measure. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure.

  69. Pay Versus Performance Table

    | | Clint E. Stein | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total ($) | 6,340,928 | 6,344,250 | 4,617,338 | 3,530,394 | 3,574,309 | | Change in Pension Value in Summary Compensation Table ($) | — | (192,940) | — | (11,895) | (574,126) | | Pension Service Cost ($) | 74,372 | 67,004 | 116,334 | 122,839 | 90,492 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year in Summary Compensation Table ($) | (3,173,878) | (3,042,229) | (2,068,190) | (1,481,188) | (1,277,308) | | Fair Value at Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Covered Fiscal Year ($) | 5,926,434 | 3,033,973 | 1,443,589 | 729,368 | 1,147,057 | | Change in Fair Value from Prior Fiscal Year-End to Covered Fiscal Year- End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($) | 654,021 | (36,891) | (153,015) | (413,518) | (22,339) | | Change in Fair Value as of Vesting Date from Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Covered Fiscal Year ($) | (123,361) | (114,104) | 39,870 | 106,770 | (10,117) | | Compensation Actually Paid ($) | 9,698,516 | 6,059,063 | 3,995,926 | 2,582,770 | 2,927,968 |

  70. Pay Versus Performance Table

    Columbia Banking System I 2025 Proxy Statement 76 Table of Contents

  71. Pay Versus Performance Table

    | | Non-PEO NEO Averages | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total ($) | 3,605,691 | 4,439,837 | 1,294,835 | 1,148,579 | 1,167,507 | | Change in Pension Value in Summary Compensation Table ($) | — | 60,815 | — | (41,180) | (291,493) | | Pension Service Cost ($) | — | — | 55,668 | 56,288 | 54,442 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year in Summary Compensation Table ($) | (1,297,046) | (1,055,436) | (375,805) | (344,728) | (284,028) | | Fair Value at Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Covered Fiscal Year ($) | 2,421,912 | 1,721,588 | 278,227 | 185,874 | 277,804 | | Change in Fair Value from Prior Fiscal Year-End to Covered Fiscal Year- End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($) | 269,073 | (84,422) | (32,415) | (110,456) | (11,504) | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year that Vested during Covered Fiscal Year ($) | — | 246,481 | — | — | — | | Change in Fair Value as of Vesting Date from Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Covered Fiscal Year ($) | (332,154) | (7,085) | 20,774 | 36,700 | (6,109) | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Covered Fiscal Year ($) | — | — | — | — | (97,035) | | Compensation Actually Paid ($) | 4,667,476 | 5,321,778 | 1,241,284 | 931,077 | 809,584 |

  72. Columbia Banking System, Inc. Compensation Actually Paid Versus TSR

    Columbia Banking System, Inc. Compensation Actually Paid Versus TSR The following graph compares Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company's cumulative TSR and the KRX TSR over the five most recently completed fiscal years. Columbia Banking System I 2025 Proxy Statement 78 Table of Contents

  73. Columbia Banking System, Inc. Compensation Actually Paid Versus Net Income

    Columbia Banking System, Inc. Compensation Actually Paid Versus Net Income Additionally, the following graph compares the trend in Compensation Actually Paid to net income over the five most recent fiscal years. This illustrates that our compensation generally moves directionally with our net income.

  74. Columbia Banking System, Inc. Compensation Actually Paid Versus Operating PPNR

    Columbia Banking System, Inc. Compensation Actually Paid Versus Operating PPNR Finally, the graph below compares the trend in Compensation Actually Paid to operating PPNR* over the five most recent fiscal years. * A non-GAAP financial measure. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure. Columbia Banking System I 2025 Proxy Statement 79 Table of Contents Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information In response to Item 402(x)(1) of Regulation S-K, we do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to our disclosure of material nonpublic information. In the event we determine to grant such awards, we will evaluate the appropriate steps to take in relation to the foregoing. In addition, we do not schedule equity award grants in anticipation of the release of material nonpublic information, nor do we time the release of material nonpublic information based on equity grant dates. Information About Executive Officers The following is information as of the Record Date about our executive officers who are not directors or nominees for director of Columbia, including employment history for the last five years. All executive officers are appointed annually and serve at the discretion of the Board.