DEF 14A of Columbia Sportswear Co
Filed Apr 22, 2025 · FY20240001050797-25-000061
Oversight Documents
| ❖ | Director qualifications | ❖ | Director compensation | | ❖ | Director independence | ❖ | Director orientation and continuing education | | ❖ | Director responsibilities | ❖ | CEO evaluation and management succession | | ❖ | Board committees | ❖ | Annual board and committee performance evaluations | | ❖ | Director access to officers, employees and others | ❖ | Annual review of the Corporate Governance Guidelines |
Certain Relationships and Related Person Transaction
| DIRECTOR COMPENSATION |
Director Compensation Philosophy
Director Compensation Philosophy Our director compensation program is intended to enable us to: ❖ attract and retain qualified non-employee directors by providing compensation that is competitive with other companies; and ❖ align directors’ interests with shareholders’ interests by including equity as a significant portion of each non-employee director’s compensation package. In setting director compensation, we consider compensation offered to directors from a peer group, the amount of time that our directors spend providing services to us and the experience, skill and expertise that our directors have. Directors who are employees of Columbia receive no separate compensation for their service as directors. A peer group was approved by the Talent and Compensation Committee in April 2021 and represents a mix of apparel, footwear and retail companies (the “Executive Compensation Peer Group”), set forth in “Compensation Discussion and Analysis—Overview of Executive Compensation Program—Executive Compensation Market Analysis” below. This same Executive Compensation Peer Group was used when setting Board compensation in 2023. Board compensation was last reviewed in 2023 and is usually reviewed every other year.
Non-Employee Director Compensation
Non-Employee Director Compensation Overview of Compensation. The period of time from the annual meeting of shareholders to the next year’s annual meeting of shareholders represents an annual service term. For 2024, each director who was not a Columbia employee was eligible to receive the following for service during the 2024-2025 Board term:
❖ An Annual Equity Award
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | All Other Compensation(2) ($) | Total ($) | | Stephen E. Babson(3) | 70,000 | 200,112 | — | 3,500 | 273,612 | | Andy D. Bryant(3) | 120,000 | 200,112 | — | 3,500 | 323,612 | | John W. Culver(3) | 10,000 | 240,151 | — | 3,500 | 253,651 | | Charles D. Denson(3)(4) | 70,000 | 255,267 | — | 3,500 | 328,767 | | Kevin Mansell | 110,000 | 160,073 | — | 3,500 | 273,573 | | Ronald E. Nelson(3) | 50,000 | 200,112 | — | 3,500 | 253,612 | | Christiana Smith Shi | 90,000 | 160,073 | — | 3,500 | 253,573 | | Sabrina L. Simmons | 100,000 | 160,073 | — | 3,500 | 263,573 | | Malia H. Wasson | 130,000 | 160,073 | — | 3,500 | 293,573 |
❖ An Annual Equity Award
(1)The amounts set forth in the “Stock Awards” column in the table above reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (FASB ASC Topic 718), excluding the effect of any estimated forfeiture rate. These amounts may not correspond to the actual value eventually realized by the director, which depends in part on the market value of our common stock in future periods. Assumptions used in the calculation of these amounts are described in the Notes to Consolidated Financial Statements included in Columbia’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC. The following table sets forth the aggregate number of shares subject to unvested stock awards and the aggregate number of shares subject to option awards held as of December 31, 2024 by each of our directors:
❖ An Annual Equity Award
| Name | Stock Awards Outstanding | Option Awards Outstanding | | Timothy P. Boyle | — | 79,284 | | Stephen E. Babson | 2,419 | 19,661 | | Andy D. Bryant | 2,419 | 9,337 | | John W. Culver | 2,903 | 944 | | Charles D. Denson | 2,419 | — | | Kevin Mansell | 1,935 | 5,595 | | Ronald E. Nelson | 2,419 | 21,021 | | Christiana Smith Shi | 1,935 | — | | Sabrina L. Simmons | 1,935 | 6,852 | | Malia H. Wasson | 1,935 | 8,709 |
❖ An Annual Equity Award
(2)The amounts set forth in the “All Other Compensation” column consist of the annual merchandise allowance. (3)Messrs. Babson, Bryant, Denson and Nelson elected to receive RSUs in lieu of $40,000 of the annual board service fee due to them for the annual service term beginning May 30, 2024. Mr. Culver elected to receive RSUs in lieu of $80,000 of the annual board service fee due to him for the annual service term beginning May 30, 2024. (4)Mr. Denson was appointed to the Board on January 9, 2024 and received a pro-rata portion of the annual board and committee services fees and annual equity award for his service as a director prior to the May 30, 2024 annual meeting of shareholders. Board Stock Ownership Guidelines. Columbia maintains stock ownership guidelines for non-employee directors. Under the guidelines, non-employee directors are encouraged to hold at a minimum the lesser of Columbia stock valued at five times their annual board service fee, or 5,200 shares. New non-employee directors are expected to attain these ownership levels within five years of their election to the Board. All non-employee directors who have served for at least five years have met the ownership levels specified in the guidelines.
❖ An Annual Equity Award
| PROPOSAL 1: ELECTION OF DIRECTORS |
❖ An Annual Equity Award
A Board of ten directors will be elected at the Annual Meeting. The directors are elected at each annual meeting to serve until the next annual meeting or until their successors are elected and qualified. Proxies received from shareholders, unless directed otherwise, will be voted FOR ALL of the following nominees: Mss. Christiana Smith Shi, Sabrina L. Simmons and Malia H. Wasson, and Messrs. Timothy P. Boyle, Stephen E. Babson, Andy D. Bryant, John W. Culver, Charles D. Denson, Kevin Mansell, and Ronald E. Nelson. Each nominee is a current director of Columbia. If any of the nominees for director becomes unavailable for election for any reason, the proxy holders will have discretionary authority to vote pursuant to a proxy for a substitute or substitutes. Set forth below are the name, age and occupation of each of the nominees. Specific skills contributing to the nominee’s overall qualifications as a member of the Board are also highlighted. Proxies may not be voted for a greater number of persons than the number of nominees named below.
❖ An Annual Equity Award
| Name | Principal Occupation, Other Directorships and Qualification Highlights |
❖ An Annual Equity Award
| Timothy P. Boyle | Mr. Boyle (age 75) has served on the Board since 1978 and was appointed Chairman of the Board in January 2020. Mr. Boyle joined Columbia in 1971 as General Manager, has served as Chief Executive Officer since 1988, and reassumed the role of President in 2017, which he had previously held from 1988 to 2015. Mr. Boyle is a member of the board of directors of Northwest Natural Holding Company (NYSE: NWN), and its subsidiary, Northwest Natural Gas Company, and formerly served on the board of directors of Craft Brew Alliance, Inc. Mr. Boyle is Joseph P. Boyle’s father. Mr. Boyle has spent his entire business career growing Columbia into a global leader in outdoor, active and everyday lifestyle apparel, footwear, accessories, and equipment products. Mr. Boyle’s customer relationships, market knowledge and breadth of experience performing nearly every function within Columbia has resulted in a deep understanding of the business issues facing Columbia. |
❖ An Annual Equity Award
| Stephen E. Babson | Mr. Babson (age 74) has served on the Board since 2002. Mr. Babson chairs the Compensation Committee. Mr. Babson is a Managing Director of Endeavour Capital, a Northwest private equity firm, which he joined in 2002. Prior to 2002, Mr. Babson was an attorney at Stoel Rives LLP. Mr. Babson joined Stoel Rives in 1978, was a partner from 1984 to 2002, and served as the firm’s chairman from 1999 to 2002. Mr. Babson serves on a number of boards of privately-held companies, including ATL Technology, LLC, Peninsula Holdings, LLC and ENTEK Technology Holdings LLC. Mr. Babson brings a combination of financial and legal expertise to the Board. His experience in a private equity firm provides Columbia with valuable insights related to capital markets, strategic planning and financial integrity. |
❖ An Annual Equity Award
| Andy D. Bryant | Mr. Bryant (age 74) has served on the Board since 2005. Mr. Bryant co-chairs the Nominating and Corporate Governance Committee and has served as Lead Independent Director since January 2020. Mr. Bryant served as Chairman of the Board of Intel Corporation from 2012 to 2020. Mr. Bryant joined Intel Corporation in 1981 and held several leadership roles, including Vice Chairman of the Board of Directors from 2011 to 2012 and Executive Vice President and Chief Administrative Officer from 2007 until 2012. Mr. Bryant is a former director of Silver Crest Acquisition Corporation and McKesson Corporation. Mr. Bryant’s years of experience at a large, global public company provide operational, strategic planning and financial expertise to the Board. |
❖ An Annual Equity Award
| John W. Culver | Mr. Culver (age 64) has served on the Board since 2021. Mr. Culver served as Group President, North America and Chief Operating Officer of Starbucks Corporation from 2021 to 2022. Mr. Culver joined Starbucks Corporation in 2002 as Vice President; General Manager, Foodservice and held various positions after, including Group President, International, Channel Development and Global Coffee, Tea & Cocoa from 2018 to 2021. Mr. Culver serves on the board of Kimberly-Clark Corporation (NYSE: KMB). Mr. Culver brings a combination of global public company and operational and strategic planning expertise to the Board. |
❖ An Annual Equity Award
| Charles D. Denson | Mr. Denson (age 68) has served on the Board since January 2024. Mr. Denson is the Chairman of the Board of Directors of Funko, Inc. (Nasdaq: FNKO), where he has served as a director since its formation in 2017, in addition to serving as a director of FAH, LLC since 2016. Mr. Denson has served as the President and Chief Executive Officer of Anini Vista Advisors, an advisory and consulting firm, since 2014. From 1979 to 2014, Mr. Denson held various positions at NIKE, Inc., where he was appointed to several management roles, including President of the NIKE Brand, which he held from 2001 to 2014. Mr. Denson brings robust footwear and apparel market, direct-to-consumer, and wholesale experience to the Board. |
❖ An Annual Equity Award
| Kevin Mansell | Mr. Mansell (age 72) has served on the Board since 2019. Mr. Mansell co-chairs the Nominating and Corporate Governance Committee. Mr. Mansell spent over 35 years at Kohl’s Corporation, most recently serving as its Chairman, Chief Executive Officer and President prior to retiring in 2018. Mr. Mansell began his retail career in 1975 with the Venture Store Division of May Department Stores, where he held a number of positions in buying and merchandising. He joined Kohl’s Corporation in 1982 and served in several management roles, including President from 1999, Chief Executive Officer from 2008 and Chairman of the Board of Directors from 2009 until his retirement in 2018. Mr. Mansell serves as Chairman of the Board and Chair of the Compensation and Talent Management Committee of Fossil Group, Inc. (Nasdaq: FOSL) and is the former Chair of the Board of Directors of Chicos FAS, Inc. Mr. Mansell brings a combination of retail, public company, strategic and financial expertise to the Board. |
❖ An Annual Equity Award
| Ronald E. Nelson | Mr. Nelson (age 82) has served on the Board since 2011. He joined NIKE, Inc. in 1976 and went on to serve as Vice President from 1982 to 1997, overseeing a wide variety of operations, including NIKE’s early advertising, promotions and retail operations, global footwear sourcing and financing, and the global apparel division, and he served as President of NIKE’s Japanese subsidiary from 1995 to 1997, retiring from NIKE in 1997. Mr. Nelson served as an advisory board member to Columbia in the 1970s. Mr. Nelson’s broad and deep experience within the apparel and footwear industry provides the Board with insights and guidance regarding our global supply chain, marketing and growth strategies. |
❖ An Annual Equity Award
| Christiana Smith Shi | Ms. Shi (age 65) has served on the Board since 2022. Ms. Shi is Principal at Lovejoy Advisors, LLC, an advisory services firm focused on digitally transforming consumer and retail businesses, which she founded in 2016. Ms. Shi joined NIKE, Inc. in 2010 and most recently served as President, Direct-to-Consumer from 2013 until her retirement in 2016. Prior to that, Ms. Shi spent 24 years at McKinsey & Company in various roles, including Director and Senior Partner from 2000 to 2010. Ms. Shi began her career at Merrill Lynch & Company in 1981. Ms. Shi currently serves on the Board of Directors of United Parcel Service, Inc. (NYSE: UPS). She served on the Boards of Directors of Williams-Sonoma, Inc. until 2019 and Mondelēz International, Inc. until 2023. Ms. Shi brings robust footwear and apparel industry and direct-to-consumer experience to the Board. |
❖ An Annual Equity Award
| Sabrina L. Simmons | Ms. Simmons (age 62) has served on the Board since 2018. Ms. Simmons joined Petco Health and Wellness Company, Inc. (Nasdaq: WOOF) as Chief Financial Officer in February 2025. Previously, she served as Executive Vice President and Chief Financial Officer of Gap, Inc. from 2008 until 2017 and also served in the following positions at Gap: Executive Vice President, Corporate Finance from 2007 to 2008, Senior Vice President, Corporate Finance and Treasurer from 2003 to 2007, and Vice President and Treasurer from 2001 to 2003. Prior to that, Ms. Simmons served as Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, and was Assistant Treasurer at Levi Strauss & Co. Ms. Simmons currently serves as a member of the board of directors and chair of the audit committee of Coursera, Inc. (NYSE: COUR). Ms. Simmons formerly served on the boards of Petco Health and Wellness Company, Inc., e.l.f. Beauty, Inc. and Williams-Sonoma, Inc. Ms. Simmons brings a combination of public company, global retail and financial experience to the Board. |
❖ An Annual Equity Award
| Malia H. Wasson | Ms. Wasson (age 66) has served on the Board since 2015. Ms. Wasson chairs the Audit Committee, and the Board has designated Ms. Wasson as an “audit committee financial expert.” Ms. Wasson worked at U.S. Bank of Oregon for over 25 years, serving as President of U.S. Bank’s Oregon and Southwest Washington operations from 2005 to 2015. In addition to her role as President, she led the Oregon Commercial Banking group for U.S. Bank, which provides a wide variety of financial services to middle market companies. Currently, Ms. Wasson is the Chief Executive Officer of Sand Creek Advisors LLC, which provides business consulting to CEOs of public and private companies. Ms. Wasson serves as Chair of the board of directors of each of Northwest Natural Holding Company (NYSE: NWN) and its subsidiary, Northwest Natural Gas Company, and is a member of each company’s Audit Committee, Governance Committee and Organization and Executive Compensation Committee. Ms. Wasson’s extensive experience in commercial banking, finance and accounting, as well as local and regional leadership, enables her to provide insight and advice to Columbia on strategic matters including mergers and acquisitions, consumer and commercial businesses, regulatory, marketing, public and government policy and relations, media relations, change management and human capital management and diversity. |
❖ An Annual Equity Award
The Board recommends that shareholders vote FOR ALL the nominees named in this Proxy Statement.
❖ An Annual Equity Award
| AUDIT COMMITTEE REPORT |
❖ An Annual Equity Award
Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for maintaining appropriate financial reporting controls and procedures designed to reasonably ensure such integrity. As described more fully in its charter, the Audit Committee’s role is to assist the Board in its governance, guidance and oversight regarding the financial information provided by the Company to the public or governmental bodies, the Company’s systems of internal controls and the Company’s auditing, accounting and financial reporting processes in general. A copy of the Audit Committee’s charter, which is reviewed and reassessed by the Audit Committee on an annual basis, is available at https://investor.columbia.com. Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) (United States) and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee oversees the relationship between the Company and its independent registered public accounting firm, including appointment of the independent registered public accounting firm, reviewing and pre-approving the scope of services and related fees to be paid to the independent registered public accounting firm and assessing the independent registered public accounting firm’s independence. The Audit Committee regularly meets with management and the Company’s independent registered public accounting firm to discuss, among other things, the preparation of the financial statements, including key accounting and reporting issues. The Audit Committee has: •reviewed and discussed with management and Deloitte the audited financial statements and audit of internal control over financial reporting; •discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; •received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with Deloitte the independent registered public accounting firm’s independence from the Company and its management; and •reviewed and approved the fees paid to Deloitte for audit and non-audit services and discussed whether Deloitte’s provision of non-audit services was compatible with maintaining its independence. In considering the nature of the non-audit services provided by Deloitte, the Audit Committee determined that these services are compatible with the provision of independent audit services. Based on the Audit Committee’s review and the meetings, discussions and communications described above, and subject to the limitations of the Audit Committee’s role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K.
❖ An Annual Equity Award
| Members of the Audit Committee: | | Malia H. Wasson—Chair | | Andy D. Bryant | | Charles D. Denson | | Ronald E. Nelson | | Christiana Smith Shi |
❖ An Annual Equity Award
| PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
❖ An Annual Equity Award
The Audit Committee has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year, subject to ratification of the selection by our shareholders at the Annual Meeting.
Executive Summary
Executive Summary In 2024, net sales decreased 3% to $3,368.6 million from $3,487.2 million in 2023. Operating income decreased 13% to $270.7 million, or 8.0% of net sales, compared to 2023 operating income of $310.3 million, or 8.9% of net sales. Net income decreased 11% to $223.3 million, or $3.82 per diluted share, compared to net income of $251.4 million, or $4.09 per diluted share, in 2023. Management continued to successfully execute its inventory management plan in 2024 by reducing inventories 7% compared to December 31, 2023. Columbia’s executive compensation program aims to reward performance. Our named executive officer compensation in 2024 consisted of (a) base salary, (b) short-term incentive compensation, (c) long-term incentive compensation, and (d) benefits. As a result of the financial performance of the Company in 2024, the Company’s short-term incentive cash plan for executive officers, the Executive Incentive Compensation Plan, paid out to executive officers at 60.3% of target. Based on the achievement of certain levels of three-year earnings before interest and taxes margin (“EBIT Margin”) relative to a peer group, set by the Talent and Compensation Committee in 2022 and upon certification of such achievement by the Talent and Compensation Committee in March 2025, 60% of PRSUs awarded to Messrs. Bragdon and Swanson for the 2022 through 2024 performance period vested, and our CEO similarly received 60% of the target long-term incentive cash award granted to him for the 2022 through 2024 performance period. Mr. Potter departed the Company in January 2025 and, as a result, forfeited all PRSUs granted in 2022, which had not vested at the time of his departure. Consistent with his receiving long-term incentives in stock options rather than PRSUs, Mr. Joseph P. Boyle did not receive a grant of PRSUs in 2022 and therefore did not vest in any PRSUs based on the 2022 through 2024 performance period. In 2024, the Talent and Compensation Committee approved several changes to the design of the long-term incentive plan to enhance the pay-for-performance orientation of the program and address challenges with long-term goal setting, including: •For named executive officers other than Messrs. Timothy P. Boyle and Joseph P. Boyle, the award type mix was changed from 40% stock options, 40% time-based RSUs and 20% performance-based RSUs (“PRSUs”) to 20% stock options, 40% time-based RSUs and 40% PRSUs. •The PRSU metrics were changed from three-year cumulative operating income (“COI”) and three-year return on invested capital (“ROIC”) (primary metrics) and three-year EBIT Margin relative to a peer group (secondary metric that is triggered if COI and ROIC thresholds are not met) to three year relative total shareholder return (“Relative TSR”) (50% weighting) and two-year COI performance (50% weighting). •Any earned COI PRSUs with the reduced two-year performance period are subject to an additional one-year service requirement, to ensure accountability for stock price performance over a three-year period. Consistent with prior years, and in connection with his significant ownership stake in the Company, Mr. Joseph P. Boyle received 100% stock options for his 2024 annual long-term incentive award. Because our CEO holds a significant amount of our common stock, he has not historically received equity compensation awards (other than in 2021). For 2024, he continued to receive his entire long-term incentive award value in the form of two long-term incentive cash awards that are tied to the same metrics and targets as the PRSU awards for other executive officers (other than Mr. Joseph P. Boyle).
Overview of Executive Compensation Program
| ❖ | a salary that provides for a minimum level of compensation for an executive officer; | | ❖ | a meaningful performance-based bonus tied to achievement of annual corporate objectives; | | ❖ | long-term incentives that offer significant rewards for achievement of multi-year financial and stock price performance objectives and sustained increases in the market price of our common stock; and | | ❖ | benefits that aim to be competitive with those that are offered by companies similar to ours. |
Overview of Executive Compensation Program
| Principle | Practice | | Governance | All Talent and Compensation Committee members are independent, non-employee directors. | | Program Design | The Talent and Compensation Committee retains its own independent compensation consultant. | | | Our programs are designed to drive achievement of our strategic objectives, short- and long-term financial performance and growth in shareholder value, while also promoting the attraction and retention of executive talent. | | | Our programs balance financial and shareholder measures. | | | Our programs balance short- and long-term performance and cash and equity compensation. | | | The vesting periods of long-term incentives provide long-term alignment with shareholders. | | | Maximum amounts payable generally are established under performance-based incentive programs. | | | The presence of compensation risk mitigating policies and practices including recoupment policies and executive and non-employee director stock ownership guidelines. | | Program Implementation and Management | Our Talent and Compensation Committee generally establishes financial performance goals at the beginning of a performance period and evaluates achievement against the goals at the end of the performance period. | | | Our Talent and Compensation Committee annually reviews all elements of executive compensation, with the assistance of its independent compensation consultant. | | | Base salaries and annual adjustments for executive officers are generally based on market practices and our financial condition and aim to provide target total compensation that is competitive with other similarly sized companies. | | | Annual cash incentive payouts have varied over time, commensurate with business and individual executive performance. | | | Long-term incentive payouts have varied over time based on both the Company’s financial performance and stock price performance, which align management interests with shareholder interests by tying compensation of certain executive officers in part to long-term absolute and relative shareholder returns. | | | Our executive compensation program processes are established by the Talent and Compensation Committee and are monitored by the Company’s human resources, finance and legal functions. |
Overview of Executive Compensation Program
| ❖ | base salary; | | ❖ | annual short-term incentive compensation; and | | ❖ | long-term incentive compensation, consisting of equity-based compensation in the form of stock options, time-based RSUs, PRSUs or, for our CEO, long-term cash incentive compensation. |
Overview of Executive Compensation Program
| Executive Compensation Peer Group | | | Abercrombie & Fitch Co. | Levi Strauss & Co. | | American Eagle Outfitters. Inc. | Lululemon Athletica Inc. | | Carters, Inc. | Oxford Industries, Inc. | | Deckers Outdoor Corp. | Ralph Lauren Corporation | | G-III Apparel Group, Ltd. | Skechers U.S.A., Inc. | | Guess?, Inc. | Steven Madden, Ltd. | | Hanesbrands Inc. | Under Armour, Inc. | | Kontoor Brands, Inc. | Urban Outfitters, Inc. | | Lands' End, Inc. | Wolverine World Wide, Inc. |
Overview of Executive Compensation Program
The purpose of the Executive Compensation Peer Group, which relies on publicly disclosed proxy data, is to approximate the labor market for companies in comparable industries and of comparable size for the CEO, CFO and outside director pay. The Executive Compensation Peer Group is considered an additional reference point for CEO and CFO pay alongside the survey data. Compensation Market Analyses provided by the independent compensation consultant included an estimate of the market 25th percentile, median and 75th percentile positions for base salary, target total cash compensation (the sum of base salary and target annual bonus) and target total direct compensation (the sum of target total cash and long-term incentive award value) for each of our named executive officers. Although the Talent and Compensation Committee does not target a specific market position, it considers the median, or 50th percentile, of the Compensation Market Analyses as one among many factors in its subjective analysis regarding the competitive, reasonable and appropriate levels of compensation for our named executive officers, and is guided by, and seeks to promote, the best interests of the Company and its shareholders. Other Factors. The Talent and Compensation Committee also considers several factors other than the Compensation Market Analyses when determining appropriate compensation levels for each executive officer, including: •the Talent and Compensation Committee’s analyses of competitive compensation practices; •individual performance in light of Company goals and objectives relevant to executive compensation; •individual leadership, experience, expertise, skills, and knowledge; •compensation of other executive officers with similar experience and/or responsibilities; •labor market conditions in the relevant geography (which affect the compensation required to attract and retain key talent); and •analyses and advice from its independent compensation consultant, including practices and program design at companies in the Executive Compensation Peer Group. The Talent and Compensation Committee’s approach to evaluating these factors is subjective and not formulaic, and the Talent and Compensation Committee may place more or less weight on a particular factor when determining a specific named executive officer’s compensation. The Talent and Compensation Committee may consider, in addition to the factors described above: •the individual’s accumulated vested and unvested equity awards; •the vesting schedule of the individual’s outstanding equity awards, including the likelihood of vesting and at what level (in the case of PRSUs), and, for our CEO, long-term incentive cash awards; •a comparison of individual equity awards between executive officers and in relation to other compensation elements; •potential shareholder dilution resulting from stock awards to employees; •total accounting expense attributable to executive compensation; •shareholders’ advisory votes on executive compensation; and •past levels of compensation awarded and earned. In determining the target total direct compensation for each named executive officer other than our CEO, the Talent and Compensation Committee considers the specific recommendations of our CEO and our Executive Vice President, Corporate Affairs and Chief Human Resources Officer and other factors it deems relevant. Recommendations to the Talent and Compensation Committee typically include discussion of the role and responsibilities of the executive officer within the Company, the performance of the executive officer, the expected future contributions of the executive officer, the executive officer’s own expectations, and competitive and market considerations. Although our CEO makes recommendations regarding the compensation of the other named executive officers, he does not participate in the discussions concerning his own compensation.
Analysis of 2024 Named Executive Officer Compensation
| Name | Annual Salary ($) | Target Short-Term Incentive Bonus (as a % of Annual Salary) | Target Total Cash Compensation ($)(1) | Target Long-Term Incentive Cash Compensation(2) ($) | Target Equity Incentive Compensation(3) ($) | Target Total Direct Compensation ($) | | Timothy P. Boyle | 1,080,000 | 120 | 2,376,000 | 2,450,000 | — | 4,826,000 | | Jim A. Swanson | 706,000 | 70 | 1,200,200 | — | 1,085,004 | 2,285,204 | | Joseph P. Boyle | 620,000 | 70 | 1,054,000 | — | 600,020 | 1,654,020 | | Peter J. Bragdon | 719,500 | 80 | 1,295,100 | — | 997,187 | 2,292,287 | | Steven M. Potter | 700,400 | 70 | 1,190,680 | — | 764,725 | 1,955,405 |
Analysis of 2024 Named Executive Officer Compensation
(1)Target Total Cash Compensation equals the sum of Annual Salary, plus Annual Salary multiplied by Target Short-Term Incentive Bonus percent. (2)Target Long-Term Incentive Cash Compensation equals the target value of the long-term cash incentive award for Timothy P. Boyle. (3)Target Equity Incentive Compensation equals the estimated and probable fair value of stock options, time-based RSUs and PRSUs granted during 2024. As part of the Talent and Compensation Committee’s analysis in establishing 2024 compensation, it noted that, assuming that the target short-term cash incentive compensation levels and equity-based incentive performance targets were achieved for Messrs. Joseph P. Boyle, Bragdon, Potter, and Swanson, target total direct compensation (annual salary plus short-term cash incentive compensation plus the estimated and probable fair value of equity incentives) ranged between 29% below and 33% above the competitive market median. The Talent and Compensation Committee also noted that our CEO’s target total direct compensation was substantially below the competitive market median, reflecting the fact that our CEO typically does not receive grants of equity-based incentives because he owns a substantial amount of our common stock. The following sections describe the changes in elements of pay for 2024. Base salary. We provide an annual base salary to each named executive officer based in large part on job responsibility, experience level, individual performance, and the amount and nature of the other compensation paid to the named executive officer. The Talent and Compensation Committee reviews each named executive officer’s salary annually and makes adjustments when appropriate to reflect competitive market factors, individual factors described above under “Compensation Process” and the overall economic environment. As a result of such review, in January 2024, the Talent and Compensation Committee approved a merit increase of 2.5% for Mr. Joseph P. Boyle and 3% for Mr. Potter. Mr. Swanson received a merit increase of 13% and Mr. Bragdon received a merit increase of 10.7%, representing market adjustments informed in part by the Peer Group-based Analyses. There was no increase made to Mr. Timothy P. Boyle’s base salary for 2024. Short-term incentive compensation. The Talent and Compensation Committee has established an Executive Incentive Compensation Plan for executive officers that provides for annual incentive cash bonuses to motivate and reward achievement of Company objectives. The following table summarizes the target, threshold and maximum potential 2024 bonus payouts under the Executive Incentive Compensation Plan as approved by the Talent and Compensation Committee in early 2024. No bonus payout occurs below Company performance threshold and linear interpolation applies between threshold and target and target and maximum performance levels.
Analysis of 2024 Named Executive Officer Compensation
| 2024 Executive Incentive Compensation Plan Potential Bonus Payouts |
Analysis of 2024 Named Executive Officer Compensation
| Name | Target Bonus Payout (as a % of eligible earnings)(1) | Target Bonus Payout $(1) | Threshold Company Performance Payout (as a % of Target Bonus Payout $)(2) | Target Company Performance Payout (as a % of Target Bonus Payout $) | Maximum Company Performance Payout (as a % of Target Bonus Payout $)(3) | | Timothy P. Boyle | 120% | $1,296,000 | 25% | 100% | 140% | | Jim A. Swanson | 70 | 485,477 | 25 | 100 | 140 | | Joseph P. Boyle | 70 | 432,385 | 25 | 100 | 140 | | Peter J. Bragdon | 80 | 567,046 | 25 | 100 | 140 | | Steven M. Potter | 70 | 488,083 | 25 | 100 | 140 |
Analysis of 2024 Named Executive Officer Compensation
(1)Target bonus is calculated based on plan year eligible earnings for each named executive officer. (2)Represents the bonus payout as a percent of target bonus amount upon the achievement of 70% of the corporate performance target, the threshold achievement level required for any bonus payout. (3)Represents the bonus payout as a percent of target bonus amount upon the achievement of 140% or greater of the corporate performance target, the maximum achievement level. In the compensation review conducted in January 2024, the Talent and Compensation Committee considered market survey data as one among many factors in its subjective analysis regarding the appropriate bonus target for each named executive officer. The target bonus percentages for each named executive officer remained the same for 2024 as they were in 2023. However, for the 2024 bonus program, the Talent and Compensation Committee determined that threshold performance for Company performance would occur at 70% of target performance, equal to a 25% bonus payout, similar to 2023 and that maximum performance would occur at 140% of target performance, equal to a 140% bonus payout, adjusted from maximum performance of 120% of target, equal to 200% bonus payout in 2023. The 140% maximum potential bonus payout reduction was approved by the Talent and Compensation Committee to reduce potential executive compensation expense. The Talent and Compensation Committee also decided to remove the individual component from executive officer bonus targets to make executive officer bonuses entirely dependent on a corporate performance target. This change was made because the Talent and Compensation Committee believes that a sole corporate performance target enhances executive alignment with Company goals, encourages focus on long-term Company-wide success and ensures consistency and fairness when measuring and rewarding performance. As a result, if the threshold performance (70% of the corporate performance target) is not met, payout under the plan would be zero. The Talent and Compensation Committee intends to set the corporate performance target level so that it is challenging yet attainable from year to year and tied to driving strong operational performance. The Talent and Compensation Committee generally establishes the target early in the fiscal year based upon current forecasts, business strategies and expectations. At the beginning of 2024, the Talent and Compensation Committee set a corporate performance target under the Executive Incentive Compensation Plan of $371.5 million in operating income before bonus and excluded items, described herein as “AOI.” In 2024, these potential excluded items included business development expenses, operating results and net assets of acquired businesses, restructuring costs, extraordinary discrete and program related costs, impairment charges, the effects of changes in accounting principles or laws, budgeted financial impacts related to force majeure events, and the effects of government sanctions. Certain of these excluded items were subject to additional approval by the Board. The Company’s actual 2024 AOI was $312.4 million, resulting in the achievement of 84.1% of the corporate performance target. Thus, for our named executive officers, achievement against the corporate performance target equaled a 60.3% payout of target outlined above for 2024. No amounts under the plan are guaranteed. The Talent and Compensation Committee generally may reduce or eliminate the amount payable under the Executive Incentive Compensation Plan to a named executive officer based on factors that it determines warrant such a reduction or elimination. Historically, the Talent and Compensation Committee has not exercised this discretion to any significant degree. Under the plan, the Talent and Compensation Committee has no discretion to increase any amount payable to a named executive officer. Named executive officers must be employed by the Company on December 31 of the plan year to be eligible for the bonus payout or if they meet the Company’s “retirement” definition (55 years of age and 10 years of cumulative service) as described under Potential Payments Upon Termination or Change in Control—Termination Due to Retirement. Actual 2024 Short-Term Incentive Compensation. For 2024, since we achieved 84.1% of the corporate performance target set by the Talent and Compensation Committee, a bonus was earned and payable to each named executive officer between the threshold and target level under the plan. The table below summarizes the actual bonus payouts for 2024 under the Executive Incentive Compensation Plan.
Analysis of 2024 Named Executive Officer Compensation
| 2024 Actual Short-Term Incentive Compensation |
Analysis of 2024 Named Executive Officer Compensation
| Name | 2024 Target Bonus ($)(1) | 2024 Actual Bonus ($)(1) | | Timothy P. Boyle | 1,296,000 | 781,488 | | Jim A. Swanson | 485,477 | 292,743 | | Joseph P. Boyle | 432,385 | 260,728 | | Peter J. Bragdon | 567,046 | 341,929 | | Steven M. Potter | 488,083 | 294,314 |
Analysis of 2024 Named Executive Officer Compensation
(1)Bonus is calculated based on plan year eligible earnings for each named executive officer. The Talent and Compensation Committee did not award any discretionary short-term incentive bonuses in 2024. Long-term incentive compensation. Equity-based incentives represent a direct link between executive officer compensation and shareholder returns. In light of this, we believe that offering equity incentives to our executive officers that become more valuable if the market price of our common stock increases provides an appropriate additional incentive to the executive officers to work toward this goal. Our equity awards to our named executive officers in 2024, excluding our CEO (who typically does not receive equity awards) took the form of stock options and, in the case of Messrs. Bragdon, Potter and Swanson, also both PRSUs and time-based RSUs. In lieu of equity awards, our CEO receives long-term incentive awards payable solely in cash that have the same performance period and metrics that apply to the PRSUs. Mr. Joseph P. Boyle’s equity awards in 2024 were solely in the form of stock options due to his level of stock ownership. The Talent and Compensation Committee has established appropriate written policies and practices regarding the timing and pricing of equity awards. We have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation and the Board and the Talent and Compensation Committee do not take material non-public information into account when determining the timing and terms of awards. In prior years, the Company granted executive officer (including named executive officers) stock options and time-based RSUs at the January Talent and Compensation Committee meeting date of each fiscal year, and performance-based RSUs at the March Talent and Compensation Committee meeting of each fiscal year, unless otherwise determined by the Talent and Compensation Committee for administrative reasons. For 2024 and thereafter, the Talent and Compensation Committee approved aligning the executive officer grant date for stock options and time-based RSUs with the grant date for non-executive employees, occurring on the last Nasdaq trading day of the month of February. Awards of performance-based RSUs and long-term incentive cash will continue to be granted at the March Talent and Compensation Committee meeting. The Talent and Compensation Committee chooses types of awards and establishes relative weights to provide an effective incentive for our executive officers. The Talent and Compensation Committee also periodically reviews outstanding awards in order to monitor the effectiveness of such awards. From time to time, the Talent and Compensation Committee may consider special awards of equity outside of the pre-established mix outlined below. In 2024, the Talent and Compensation Committee established the following mix of forms of annual equity awards for our named executive officers, other than our CEO and Mr. Joseph P. Boyle:
Analysis of 2024 Named Executive Officer Compensation
| | 2024 Targeted % of Equity Value | 2023 Targeted % of Equity Value | | Stock Options | 20% | 40% | | Time-Based RSUs | 40% | 40% | | Performance-Based RSUs | 40% | 20% | | Total | 100% | 100% |
Analysis of 2024 Named Executive Officer Compensation
In 2024, continuing to align pay with performance, the Talent and Compensation Committee allocated 40% of targeted equity value to PRSUs, with the remainder of equity compensation delivered in the form of stock options (20%) and time-based RSUs (40%) for our named executive officers, other than our CEO and Mr. Joseph P. Boyle. This change in award mix from 2023 was intended to keep the program majority performance-based (60%), but to increase the emphasis on PRSUs to specifically incentivize and reward profitability growth and relative performance. Stock options and RSUs vest 25% per year over four years, except that if an executive officer is retirement-eligible at grant, the awards vest 12.5% every six months over four years. To be retirement eligible, an executive officer must be at least 55 years old and have ten years of cumulative service. Vesting of PRSUs granted in 2024 are subject to the executive officer’s continued employment through December 31 of year three, with limited exceptions described below in the section “Potential Payments Upon Termination or Change in Control.” Stock options offer the possibility of substantial gains if our stock price appreciates significantly, but no value if our stock price drops below the exercise prices of the options, thus providing a strong linkage with shareholders. Stock options granted under our equity compensation plan have exercise prices not less than 100% of the closing market price of our common stock on the date of the option grant. RSUs (both time-based and performance-based) reward increases in the market price of our common stock and also subject the executive officers to downside risk similar to that experienced by shareholders, tying the interests of executive officers to our shareholders’ interests. In addition, RSUs can provide value even if our stock price does not increase and therefore are a meaningful source of retention for executives. In 2024, the Talent and Compensation Committee changed the performance metrics for the PRSUs granted in 2024 such that 50% of the PRSUs granted in 2024 were tied to COI of the Company and the remaining 50% of PRSUs granted were tied to Relative TSR. The performance period for PRSUs based on COI was shortened to two years, plus one additional year of service, given the volatility in forecasting experienced by the Company in recent years. COI provides a clear link to value creation. PRSUs tied to COI have a threshold payout of 50% of target. The PRSUs granted tied to Relative TSR have a three-year performance period. The Talent and Compensation Committee determined that a PRSU tied to Relative TSR would reward executives for performance relative to the market, are closely aligned with the shareholder experience and reduce the reliance on long-term corporate forecasting. The Relative TSR metric is based on the change in stock price plus dividends over the performance period, making it a transparent and a clear measure of management performance as it neutralizes for industry and broader macroeconomic uncertainty. The Company does not pay dividend equivalents on PRSUs prior to vest, instead the target number of PRSUs tied to Relative TSR granted to each eligible named executive officer was determined by dividing the allocated grant value by the stock price on the grant date (discounted by the present value of dividends over the vesting period), similar to the PRSUs tied to COI performance. The Relative TSR multiplier is calculated as follows (linear interpolation applies between performance levels, with no payout for performance below threshold level):
Analysis of 2024 Named Executive Officer Compensation
| 3-Year Relative TSR Performance | | | | | | | Threshold | Target | Stretch | Maximum | | Performance vs. Comparator Group | 25th | 50th | 75th | ≥90th | | PRSUs Earned as % of Target | 25% | 100% | 150% | 200% |
Analysis of 2024 Named Executive Officer Compensation
| Relative TSR Comparator Group | | | | | | Allbirds, Inc. | Ermenegildo Zegna N.V. | Kontoor Brands, Inc. | PVH CORP. | Tapestry, Inc. | | Capri Holdings Limited | FIGS, Inc. | Levi Strauss & Co. | Ralph Lauren Corporation | Under Armour, Inc. | | Carter’s, Inc. | Fossil Group, Inc. | Movado Group, Inc. | Rocky Brands, Inc. | V.F. Corporation | | Crocs, Inc. | G-III Apparel Group, Ltd. | NIKE, Inc. | Skechers U.S.A., Inc. | Vera Bradley, Inc. | | Deckers Outdoor Corporation | Hanesbrands Inc. | Oxford Industries, Inc. | Steven Madden, Ltd. | Wolverine World Wide, Inc. |
Analysis of 2024 Named Executive Officer Compensation
| 50% Weighting | | | 50% Weighting | | | | 2022-2024 Cumulative Operating Income (000s) | Goal as a % of Plan | Payout as a % of Target | 2022-2024 Average Return on Invested Capital | Goal as a % of Plan | Payout as a % of Target | | <$1,319,080 | <80% | 0% | <17.1% | <80% | 0% | | $1,319,080 | 80% | 50% | 17.1% | 80% | 50% | | $1,483,965 | 90% | 75% | 19.3% | 90% | 75% | | $1,648,850 | 100% | 100% | 21.4% | 100% | 100% | | $1,731,293 | 105% | 125% | 22.5% | 105% | 125% | | $1,813,735 | 110% | 150% | 23.5% | 110% | 150% | | $1,896,178 | 115% | 175% | 24.6% | 115% | 175% | | ≥$1,978,620 | ≥120% | 200% | ≥25.7% | ≥120% | 200% |
Analysis of 2024 Named Executive Officer Compensation
For the 2022 through 2024 performance period, the Company achieved $1.1 billion of COI and an average ROIC of 15%. COI, for purposes of assessing achievement of the performance target, excludes certain specified extraordinary items as described for AOI, but differs from the AOI in that it includes bonus expense. COI and average ROIC threshold performance levels were not attained, therefore the earned amount for each of the PRSUs and the long-term cash award became determined entirely based on relative EBIT Margin. Benefits. We provide our named executive officers with competitive benefits, and we generally do not provide perquisites, tax reimbursements or other benefits to the named executive officers that are not available to other employees. In addition to our 401(k) Plan and 401(k) Excess Retirement Plan described below, in 2024, our named executive officers were offered other benefits that were substantially the same as those offered to all of our U.S. employees. These benefits included medical, dental and vision insurance. We also provide an enhanced long-term disability benefit to our named executive officers, other than our CEO. This benefit is designed to provide additional income protection to our named executive officers in the event of catastrophic illness or disability. Change in control severance plan. Specified key employees, including our named executive officers, are eligible to participate in a change in control severance plan that offers income protection and certain other benefits, based on level of position, in the event that the participant’s employment with us is involuntarily terminated other than for cause. The plan also helps to secure for the benefit of Columbia the services of the eligible employees, including the named executive officers, in the event of a potential or actual change in control. Our CEO is not eligible to participate in the plan. The Talent and Compensation Committee believes these types of arrangements are common for companies against which we compete for talented key personnel and are beneficial for management recruitment purposes. For a description of the benefits to which the participating named executive officers would be entitled under the plan, see “Potential Payments Upon Termination or Change in Control.” Clawback Policies. In 2017, our Board adopted an executive incentive recovery (or clawback) policy pursuant to which our executive officers may be required to return incentive awards paid, settled, granted, or that first vest after December 31, 2017. The Company’s recoupment right under this policy applies if the Company is required to file a financial restatement under which payment of an incentive award would have been lower if based on the restated financial statements and the executive officer engaged in fraud or misconduct that contributed to the need for the restatement or the executive officer was aware of fraud or misconduct and failed to act. This policy remains in place for certain executive levels and, for our named executive officers, for any compensation received before October 2, 2023. In 2023, our Board adopted an additional 2023 Incentive Compensation Recovery Policy that is intended to be compliant with Nasdaq Listing Rule 5608 (the “Listing Standards”). This policy is only applicable to executive officers as defined in Rule 10D-1 of the Securities Exchange Act of 1934 and the Listing Standards for any compensation received on or after October 2, 2023. Under the 2023 Incentive Compensation Recovery Policy, in the event the Company is required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under the U.S. federal securities laws, it is the Company’s policy to recover erroneously awarded incentive-based compensation received by its executive officers covered by the policy. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 Summary Compensation Table
| Name and Principal Position Year | Salary(1) ($) | Bonus ($) | Stock Awards(3) ($) | Option(3) Awards ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total | | Timothy P. Boyle, Chairman, President and CEO | | | | | | | | | 2024 | $1,080,000 | $— | $— | $— | $1,756,488 | $17,250 | $2,853,738 | | 2023 | $1,073,600 | $— | $— | $— | $533,364 | $16,500 | $1,623,464 | | 2022 | $1,032,985 | $— | $— | $— | $1,715,979 | $15,250 | $2,764,214 | | Jim A. Swanson, Executive Vice President and CFO | | | | | | | | | 2024 | $693,539 | $— | $874,997 | $210,007 | $292,743 | $50,422 | $2,121,708 | | 2023 | $616,431 | $— | $600,098 | $400,010 | $200,217 | $51,884 | $1,868,640 | | 2022 | $566,331 | $— | $480,209 | $320,004 | $291,774 | $68,701 | $1,727,019 | | Joseph P. Boyle, Executive Vice President, Columbia Brand President | | | | | | | | | 2024 | $617,692 | $— | $— | $600,020 | $260,728 | $45,455 | $1,523,895 | | 2023 | $600,462 | $— | $— | $550,005 | $186,623 | $49,365 | $1,386,455 | | 2022 | $572,500 | $— | $— | $500,008 | $294,952 | $66,826 | $1,434,286 | | Peter J. Bragdon, Executive Vice President, CAO and General Counsel | | | | | | | | | 2024 | $708,808 | $— | $804,168 | $193,019 | $341,929 | $55,086 | $2,103,010 | | 2023 | $646,154 | $— | $605,184 | $320,008 | $239,852 | $56,574 | $1,867,772 | | 2022 | $614,615 | $— | $420,120 | $280,017 | $361,886 | $71,919 | $1,748,557 | | Steven M. Potter, Executive Vice President, Chief Digital Information Officer(2) | | | | | | | | | 2024 | $697,262 | $— | $616,708 | $148,017 | $294,314 | $52,862 | $1,809,163 | | 2023 | $675,708 | $— | $435,141 | $290,004 | $214,740 | $57,758 | $1,673,351 | | 2022 | $648,700 | $— | $408,205 | $272,012 | $334,210 | $69,007 | $1,732,134 |
2024 Summary Compensation Table
(1)Amounts include employee contributions deferred under our 401(k) Plan and 401(k) Excess Retirement Plan. (2)Mr. Potter’s employment with the Company ended on January 6, 2025. (3)The amounts set forth in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of equity awards granted, computed in accordance with the requirements of FASB ASC Topic 718, excluding the effect of any estimated forfeitures. These amounts may not correspond to the actual value eventually realized by each named executive officer, which depends on the extent to which service and performance conditions are ultimately met and the market value of our common stock in future periods. The maximum payout amounts for the 2024 PRSUs reported in the “Stock Awards” column above are as follows: Mr. Swanson, $664,969, Mr. Bragdon, $611,170, and Mr. Potter, $468,677. Assumptions used in the calculation of amounts set forth in the “Stock Awards” and “Option Awards” columns are described in the Notes to Consolidated Financial Statements for each of the years ended December 31, 2022, 2023 and 2024, included in Columbia’s Annual Reports on Form 10-K filed with the SEC. While listed in the Notes to the Consolidated Financial Statements for the year ended December 31, 2024, no amount is reflected above under the “Stock Award” column for Mr. Timothy P. Boyle’s 2024 long-term incentive cash award, based on three-year Relative TSR. If three-year performance threshold is met, the cash amount earned will be reflected in his 2027 Summary Compensation Table, “Non-Equity Incentive Plan Compensation” column. (4)Amounts payable under the Executive Incentive Compensation Plan and long-term incentive cash awards, in the case of our CEO. (5)Components of All Other Compensation:
2024 Summary Compensation Table
| Name | Matching Contributions under the Company’s 401(k) Plan ($) | Matching Contributions under the Company’s 401(k) Excess Retirement Plan ($) | Executive Officer Excess Disability Insurance Premium Payments ($) | Other Payments(a) ($) | | Timothy P. Boyle | 17,250 | — | — | — | | Jim A. Swanson | 17,250 | 27,438 | 5,734 | — | | Joseph P. Boyle | 17,250 | 22,966 | 4,489 | 750 | | Peter J. Bragdon | 17,250 | 30,183 | 6,172 | 1,481 | | Steven M. Potter | 17,250 | 28,350 | 7,262 | — |
2024 Summary Compensation Table
(a) For Mr. Joseph P. Boyle and Mr. Bragdon, amount represents a years of service award.
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(12) ($) | | Name Grant Type | 2024 Approval Date | 2024 Grant Date | Threshold (1) ($) | Target ($) | Maximum ($) | Threshold (1) (#) | Target (#) | Maximum (2) (#) | | | | | | Timothy P. Boyle | | | | | | | | | | | | | | Short-Term Incentive | — | — | $324,000 | $1,296,000(5) | $1,814,400 | — | — | — | — | — | $— | $— | | Long-Term Incentive - TSR(13) | 3/5 | 3/5 | 306,250(2) | 1,225,000 | 2,450,000(4) | — | — | — | — | — | — | — | | Long-Term Incentive - COI(14) | 3/5 | 3/5 | 612,500(3) | 1,225,000 | 2,450,000(4) | — | — | — | — | — | — | — | | Jim A. Swanson | | | | | | | | | | | | | | Short-Term Incentive | — | — | $121,369 | $485,477(5) | $679,668 | — | — | — | — | — | $— | $— | | RSUs | 1/25 | 2/29 | — | — | — | — | — | — | 5,383(6) | — | — | 420,062 | | Options | 1/25 | 2/29 | — | — | — | — | — | — | — | 10,038(7) | 82.69 | 210,007 | | PRSUs - TSR(10) | 3/5 | 3/5 | — | — | — | 686(2) | 2,744 | 5,488(4) | — | | | 244,902 | | PRSUs - COI(11) | 3/5 | 3/5 | — | — | — | 1,372(3) | 2,744 | 5,488(4) | — | | | 210,033 | | Joseph P. Boyle | | | | | | | | | | | | | | Short-Term Incentive | — | — | $108,096 | $432,385(5) | $605,338 | — | — | — | — | — | $— | $— | | Options | 1/25 | 2/29 | — | — | — | — | — | — | — | 28,680(7) | 82.69 | 600,020 | | Peter J. Bragdon | | | | | | | | | | | | | | Short-Term Incentive | — | — | $141,762 | $567,046(5) | $793,865 | — | — | — | — | — | $— | $— | | RSUs | 1/25 | 2/29 | — | — | — | — | — | — | 4,947(8) | — | — | 386,039 | | Options | 1/25 | 2/29 | — | — | — | — | — | — | — | 9,226(9) | 82.69 | 193,019 | | PRSUs - TSR(10) | 3/5 | 3/5 | — | — | — | 631(2) | 2,522 | 5,044(4) | — | — | — | 225,088 | | PRSUs - COI(11) | 3/5 | 3/5 | — | — | — | 1,261(3) | 2,522 | 5,044(4) | — | — | — | 193,041 | | Steven M. Potter | | | | | | | | | | | | | | Short-Term Incentive | — | — | $122,021 | $488,083(3) | $683,316 | — | — | — | — | — | $— | $— | | RSUs | 1/25 | 2/29 | — | — | — | — | — | — | 3,794(6) | — | — | 296,064 | | Options | 1/25 | 2/29 | — | — | — | — | — | — | — | 7,075(7) | 82.69 | 148,017 | | PRSUs - TSR(10) | 3/5 | 3/5 | — | — | — | 484(2) | 1,934 | 3,868(4) | | | | 172,610 | | PRSUs - COI(11) | 3/5 | 3/5 | — | — | — | 967(3) | 1,934 | 3,868(4) | | | | 148,034 |
2024 Grants of Plan-Based Awards Table
(1)If performance falls below pre-establish thresholds, no short-term incentive cash compensation, PRSUs or long-term incentive cash compensation will be earned. (2)At threshold performance, 25% of target PRSUs or long-term incentive cash compensation will be earned. (3)At threshold performance, 50% of target PRSUs or long-term incentive cash compensation will be earned. (4)At maximum performance, 200% of target PRSUs or long-term incentive cash compensation will be earned. (5)Represents the applicable target payout for the Company Performance Component under the Executive Incentive Compensation Plan. Payout targets are based on plan year eligible earnings for each named executive officer. (6)The RSUs vest 25% annually (a) on the first anniversary of the first day of the first full calendar month following the award date (the “Initial Vest Date”), and (b) on each of the subsequent three anniversaries of the Initial Vest Date. (7)The options vest 25% on each anniversary of the award date over four years. (8)The RSUs vest 12.5% semi-annually (a) on the six-month anniversary of the first day of the first full calendar month following the Initial Vest Date, and (b) on each of the subsequent seven six-month anniversaries following the Initial Vest Date. Employees who are at least 55 years of age and have ten years of cumulative service at time of grant are awarded time-based RSUs or stock options that vest semi-annually rather than annually. Mr. Bragdon met the age and service requirement and received the semi-annual vesting schedule. (9)The options vest 12.5% on each six-month anniversary of the award date over four years. Employees who are at least 55 years of age and have ten years of cumulative service at time of grant are awarded time-based RSUs or stock options that vest semi-annually rather than annually. Mr. Bragdon met the age and service requirement and received the semi-annual vesting schedule. (10)The number of PRSUs represent performance at threshold, target and maximum. Performance is based on Relative TSR versus a Comparator Group over the 3-year performance period, 2024-2026. Assuming performance objectives are met, the PRSUs will vest on December 31, 2026, subject to approval by the Talent and Compensation Committee in early 2027. Actual payout will depend on actual performance, which could range from 0% to 200%, and the value of our common stock in future periods. (11)The number of PRSUs represent performance at threshold, target and maximum. Performance is based on COI over the two-year performance period, 2024-2025, with an additional one-year time-based service requirement period, 2026. Assuming performance objectives are met and subject to Talent and Compensation Committee approval in March 2026, earned PRSUs shall vest December 31, 2026. Actual payout will depend on actual performance, which could range from 0% to 200%. (12)As a result of how the grant date fair value of long-term equity incentive awards must be calculated for accounting purposes, the estimated fair value of our equity-based incentives reflected in the 2024 Grants of Plan-Based Awards Table often does not reflect the actual value realized by our named executive officers with respect to these awards. (13)The value of the long-term incentive cash award represents performance at threshold, target and maximum. Performance is based on Relative TSR versus a Comparator Group over the 3-year performance period, 2024-2026. Assuming performance objectives are met, the long-term incentive cash award will vest on December 31, 2026, subject to approval by the Talent and Compensation Committee in early 2027. Actual payout will depend on actual performance, which could range from 0% to 200%. If threshold performance is met, earned value under the long-term incentive cash award will be reflected in the 2027 Summary Compensation Table under column “Non-Equity Incentive Plan Compensation.” (14)The value of the long-term incentive cash award represents performance at threshold, target and maximum. Performance is based on COI over the two-year performance period, 2024-2025, with an additional one-year time-based service requirement period, 2026. Assuming performance objectives are met and subject to Talent and Compensation Committee approval in March 2026, earned long-term incentive cash shall vest December 31, 2026. Actual payout will depend on actual performance, which could range from 0% to 200%. If threshold performance is met, earned value under the long-term incentive cash award will be reflected in the 2027 Summary Compensation Table under column “Non-Equity Incentive Plan Compensation.”
Narrative Disclosure to 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table
Narrative Disclosure to 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table Salary. Salaries paid to our named executive officers are set forth in the 2024 Summary Compensation Table. In general, any salary increases are effective in March of the respective year. Bonus. No discretionary bonuses were paid to our named executive officers in 2024. Stock awards. We awarded both time-based RSUs and PRSUs in 2024, in each case under our 2020 Stock Incentive Plan, to our named executive officers, other than our CEO and Mr. Joseph P. Boyle. The amounts set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the 2024 Grants of Plan-Based Awards Table represent the threshold, target and maximum number of PRSUs that may be earned by each of the named executive officers during the January 1, 2024 through December 31, 2026 period, depending on the extent to which COI or Relative TSR performance is met or exceeded. TSR PRSUs earned during the three-year performance period will vest on December 31, 2026 and be released in early 2027, upon certification of results and approval by the Talent and Compensation Committee. COI PRSUs earned during the two-year performance period, based on certification of results and approval by the Talent and Compensation Committee in March 2026, continue to be subject to a one-year service requirement and vest on December 31, 2026. The amounts set forth in the “All Other Stock Awards” column of the 2024 Grants of Plan-Based Awards Table represent the number of time-based RSUs granted to each named executive officer. Option awards. We awarded stock options to each of our named executive officers, other than our CEO, under our 2020 Stock Incentive Plan, in 2024. The options granted to our named executive officers are set forth in the “All Other Option Awards” column of the 2024 Grants of Plan-Based Awards Table. Non-equity incentive plan compensation. The amounts set forth in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table consist of payments earned in 2024 and paid in early 2025 pursuant to non-equity incentive plan awards granted to our named executive officers under our Executive Incentive Compensation Plan. For our CEO, amounts also include payments from long-term incentive cash awards based on achievement of targets. A discussion of the corporate performance target achieved in 2024 for awards under the Executive Incentive Compensation Plan is set forth under the caption “Compensation Discussion and Analysis—Analysis of 2024 Named Executive Officer Compensation—Short-term incentive compensation” above. A discussion of the performance targets that were achieved for 2022 through 2024 performance period for the long-term incentive cash award granted to our CEO in 2022 is set forth under the caption “Compensation Discussion and Analysis—Analysis of 2024 Named Executive Officer Compensation—Long-term incentive compensation” above. The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the 2024 Grants of Plan-Based Awards Table include the threshold, target and maximum amounts payable for achieving the corporate performance objective under the Executive Incentive Compensation Plan for 2024 awards, and for our CEO, the threshold, target and maximum amounts payable under his 2024 long-term incentive cash awards that may be earned during the January 1, 2024 through December 31, 2026 period, depending on the extent to which COI or Relative TSR performance is met or exceeded. TSR long-term incentive cash earned during the three-year performance period will vest on December 31, 2026 and be paid in early 2027, upon certification of results and approval by the Talent and Compensation Committee. COI long-term incentive cash earned during the two-year performance period, based on certification of results and approval by the Talent and Compensation Committee in March 2026, continue to be subject to a one-year service requirement and vest on December 31, 2026. All other compensation. All other compensation of our named executive officers is set forth in the 2024 Summary Compensation Table for fiscal year 2024 and described in greater detail in footnote 5 to the table. Our 401(k) Plan is our tax qualified retirement savings plan pursuant to which our U.S. employees, including the named executive officers, are able to make pre-tax and post-tax contributions from their cash compensation. Typically, we make matching contributions for all participants each year equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of eligible annual compensation. The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Plan and also limits the amount of salary and bonus with respect to which matching contributions and profit sharing contributions can be made under that plan. Accordingly, we provide our executive officers and other highly compensated employees with the opportunity to defer a portion of their eligible compensation, including amounts in excess of the tax law limit. Under our 401(k) Excess Retirement Plan, following meeting maximum IRS deferral limits under the 401(k) Plan, participants may elect to defer up to 70% of eligible compensation and the Company will make a matching contribution for the participants equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of their total eligible compensation, less the matching contribution the participant was eligible to receive under the qualified 401(k) Plan. See the “2024 Nonqualified Deferred Compensation” table below.
2024 Outstanding Equity Awards at Fiscal Year-End Table
2024 Outstanding Equity Awards at Fiscal Year-End Table
2024 Outstanding Equity Awards at Fiscal Year-End Table
| | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(7) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(7) ($) | | Timothy P. Boyle | | | | | | | | | | 10/21/2021 | 79,284(3) | — | $98.74 | 10/21/2031 | — | $— | — | $— | | Jim A. Swanson | | | | | | | | | | 1/26/2017 | 3,907(1) | — | $55.53 | 1/25/2027 | — | $— | — | $— | | 7/20/2017 | 4,033(1) | — | 57.95 | 7/19/2027 | — | — | — | — | | 1/25/2018 | 7,326(1) | — | 74.59 | 1/25/2028 | — | — | — | — | | 1/24/2019 | 8,873(1) | — | 86.42 | 1/24/2029 | — | — | — | — | | 1/23/2020 | 16,858(1) | — | 95.71 | 1/23/2030 | — | — | — | — | | 1/28/2021 | — | — | — | — | 449(4) | 37,685 | — | — | | 1/28/2021 | 13,173(1) | 4,391(1) | 87.54 | 1/28/2031 | — | — | — | — | | 10/21/2021 | 9,237(3) | — | 98.74 | 10/21/2031 | — | — | — | — | | 1/27/2022 | — | — | — | — | 1,926(4) | 161,649 | — | — | | 1/27/2022 | 8,816(1) | 8,814(1) | 87.15 | 1/27/2032 | — | — | — | — | | 4/21/2022 | — | — | — | — | — | — | 1,122(8) | 94,169 | | 1/26/2023 | — | — | — | — | 3,482(4) | 292,244 | — | — | | 1/26/2023 | 4,407(1) | 13,218(1) | 90.85 | 1/26/2033 | — | — | — | — | | 3/7/2023 | — | — | — | — | — | — | 2,360(9) | 198,075 | | 2/29/2024 | — | — | — | — | 5,383(4) | 451,795 | — | — | | 2/29/2024 | — | 10,038(1) | 82.69 | 2/28/2034 | | | | | | 3/5/2024 | — | — | — | — | — | — | 2,744(10) | 230,304 | | 3/5/2024 | — | — | — | — | — | — | 2,744(11) | 230,304 | | Total | 76,630 | 36,461 | | | 11,240 | $943,373 | 8,970 | $752,852 | | Joseph P. Boyle | | | | | | | | | | 1/26/2017 | 14,065(1) | — | $55.53 | 1/25/2027 | — | $— | — | $— | | 7/20/2017 | 5,064(1) | — | 57.95 | 7/19/2027 | — | — | — | — | | 1/25/2018 | 17,682(1) | — | 74.59 | 1/25/2028 | — | — | — | — | | 1/24/2019 | 19,717(1) | — | 86.42 | 1/24/2029 | — | — | — | — | | 1/23/2020 | 25,724(1) | — | 95.71 | 1/23/2030 | — | — | — | — | | 1/28/2021 | 20,706(1) | 6,902(1) | 87.54 | 1/28/2031 | — | — | — | — | | 1/27/2022 | 13,774(1) | 13,773(1) | 87.15 | 1/27/2032 | — | — | — | — | | 1/26/2023 | 6,059(1) | 18,175(1) | 90.85 | 1/26/2033 | — | — | — | — | | 2/29/2024 | — | 28,680(1) | 82.69 | 2/28/2034 | | | | | | Total | 122,791 | 67,530 | | | — | $— | — | $— |
2024 Outstanding Equity Awards at Fiscal Year-End Table
| | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(7) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(7) ($) | | Peter J. Bragdon | | | | | | | | | | 7/20/2017 | 375(1) | — | $57.95 | 7/19/2027 | — | $— | — | $— | | 1/25/2018 | 10,104(1) | — | 74.59 | 1/25/2028 | — | — | — | — | | 1/24/2019 | 9,317(2) | — | 86.42 | 1/24/2029 | — | — | — | — | | 1/23/2020 | 12,166(2) | — | 95.71 | 1/23/2030 | — | — | — | — | | 1/28/2021 | — | — | — | — | 167(5) | 14,016 | — | — | | 1/28/2021 | 11,424(2) | 1,632(2) | 87.54 | 1/28/2031 | — | — | — | — | | 10/21/2021 | 6,867(3) | — | 98.74 | 10/21/2031 | — | — | — | — | | 1/27/2022 | — | — | — | — | 1,263(5) | 106,004 | — | — | | 1/27/2022 | 9,643(2) | 5,784(2) | 87.15 | 1/27/2032 | — | — | — | — | | 4/21/2022 | — | — | — | — | — | — | 982(8) | 82,419 | | 1/26/2023 | — | — | — | — | 2,320(5) | 194,718 | — | — | | 1/26/2023 | 5,289(2) | 8,811(2) | 90.85 | 1/26/2033 | — | — | — | — | | 3/7/2023 | — | — | — | — | 1,457(6) | 122,286 | — | — | | 3/7/2023 | — | — | — | — | — | — | 1,888(9) | 158,460 | | 2/29/2024 | — | — | — | — | 4,328(5) | 363,249 | — | — | | 2/29/2024 | 1,154(2) | 8,072(2) | 82.69 | 2/28/2034 | | | | | | 3/5/2024 | — | — | — | — | — | — | 2,522(10) | 211,671 | | 3/5/2024 | — | — | — | — | — | — | 2,522(11) | 211,671 | | Total | 66,339 | 24,299 | | | 9,535 | $800,273 | 7,914 | $664,221 | | Steven M. Potter | | | | | | | | | | 4/30/2021 | — | — | $— | — | 810(4) | $67,983 | — | $— | | 4/30/2021 | 12,070(1) | 4,023(1) | 109.01 | 4/30/2031 | — | — | — | — | | 1/27/2022 | — | — | — | — | 1,636(4) | 137,310 | — | — | | 1/27/2022 | 7,494(1) | 7,492(1) | 87.15 | 1/27/2032 | — | — | — | — | | 4/21/2022 | — | — | — | — | — | — | 954(8) | 80,069 | | 1/26/2023 | — | — | — | — | 2,524(4) | 211,839 | — | — | | 1/26/2023 | 3,195(1) | 9,583(1) | 90.85 | 1/26/2033 | — | — | — | — | | 3/7/2023 | — | — | — | — | — | — | 1,712(9) | 143,688 | | 2/29/2024 | — | — | — | — | 3,794(4) | 318,430 | — | — | | 2/29/2024 | — | 7,075(1) | 82.69 | 2/28/2034 | | | | | | 3/5/2024 | — | — | — | — | — | — | 1,934(10) | 162,321 | | 3/5/2024 | — | — | — | — | — | — | 1,934(11) | 162,321 | | Total | 22,759 | 28,173 | | | 8,764 | $735,562 | 6,534 | $548,399 |
2024 Outstanding Equity Awards at Fiscal Year-End Table
(1)The options vest 25% on each anniversary of the award date over four years. (2)The options vest 12.5% on each six-month anniversary of the award date over four years. (3)The options vested 100% on December 31, 2023. (4)The RSUs vest 25% annually (a) on the first anniversary of the first day of the first full calendar month following the award date (the “Initial Vest Date”), and (b) on each of the subsequent three anniversaries of the Initial Vest Date. (5)The RSUs vest 12.5% semi-annually (a) on the six-month anniversary of the first day of the first full calendar month following the Initial Vest Date, and (b) on each of the subsequent seven six-month anniversaries following the Initial Vest Date. (6)The RSUs vest 100% on the two-year anniversary of the grant date. (7)Based on a value of $83.93 per share, the closing market price of our common stock on December 31, 2024, the last trading day of 2024. (8)These PRSUs were earned based on the EBIT Margin of the Company relative to the EBIT Margin of the Executive Compensation Peer Group and vested on March 5, 2025. Due to Mr. Potter’s departure on January 6, 2025, Mr. Potter did not meet the continued employment requirement through vest date and the shares were forfeited. (9)The number of PRSUs represents performance at target. Performance is based on two primary metrics, COI and average ROIC over the three-year performance period, 2023-2025, each representing 50% of the award and measured independently. If performance under the primary metrics results in 100% forfeiture of the award, 100% of the award will be subject to adjustment or forfeiture based on the EBIT Margin of the Company relative to the EBIT Margin of the Executive Compensation Peer Group in the performance period. Assuming performance objectives are met and approved by the Talent and Compensation Committee, the PRSUs will vest in March 2026. Actual payout will depend on actual performance, which could range from 0% to 200%, and the value of our common stock in future periods. (10)The number of PRSUs represents performance at target. Performance is based on Relative TSR versus a Comparator Group over the three-year performance period, 2024-2026. Assuming performance objectives are met, the PRSUs will vest on December 31, 2026, subject to approval by the Talent and Compensation Committee in early 2027. Actual payout will depend on actual performance, which could range from 0% to 200%, and the value of our common stock in future periods. (11)The number of PRSUs represents performance at target. Performance is based on COI over the two-year performance period, 2024-2025, with an additional one-year time-based service requirement period, 2026. Assuming performance objectives are met and subject to Talent and Compensation Committee approval in March 2026, earned PRSUs shall vest December 31, 2026. Actual payout will depend on actual performance, which could range from 0% to 200%, and the value of our common stock in future periods.
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table
2024 Option Exercises and Stock Vested Table
| | Stock Options | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting ($) | | Timothy P. Boyle | — | — | — | — | | Jim A. Swanson | 7,199 | 164,828 | 2,981 | 244,651 | | Joseph P. Boyle | — | — | — | — | | Peter J. Bragdon | — | — | 2,872 | 231,814 | | Steven M. Potter | — | — | 2,471 | 202,317 |
2024 Option Exercises and Stock Vested Table
(1)Represents full number of shares vested including shares surrendered to satisfy tax withholding.
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation
| Name | Executive Contributions in 2024(1) ($) | Matching Company Contributions for 2024(1) ($) | Aggregate Earnings in 2024(1) ($) | Aggregate Balance at 12/31/2024(1) ($) | | Timothy P. Boyle | — | — | — | — | | Jim A. Swanson | 76,895 | 27,438 | 114,993 | 1,233,168 | | Joseph P. Boyle | 352,584 | 22,966 | 335,432 | 2,545,140 | | Peter J. Bragdon | 162,720 | 30,183 | 457,631 | 3,967,623 | | Steven M. Potter | 125,148 | 28,350 | 105,374 | 1,072,500 |
2024 Nonqualified Deferred Compensation
(1)Amounts reported in the “Executive Contributions” column represent contributions of base salary earned and reported in the 2024 “Salary” column of the 2024 Summary Compensation Table, plus contributions earned in 2023 and paid in 2024 under the Executive Incentive Compensation Plan included in the 2023 Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” The amounts reported in the “Matching Company Contributions” column represent the pre-tax matching contributions made by us in early 2025 based on 2024 executive contributions; these amounts are also included in amounts reported for 2024 in the “All Other Compensation” column of the 2024 Summary Compensation Table. Actual matching contributions after required tax withholding were: Mr. Swanson, $26,793, Mr. Joseph P. Boyle, $22,426, Mr. Bragdon, $29,474, and Mr. Potter, $27,684. None of the amounts in the “Aggregate Earnings” column are included in amounts reported in the 2024 Summary Compensation Table because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation. As a result, excluding amounts reflected in the “Aggregate Earnings” column in this Proxy Statement and prior year proxy statements, the amounts included in the “Aggregate Balance” column that have been reported in the Summary Compensation Table in this Proxy Statement or in prior year proxy statements are: Mr. Swanson, $922,634, Mr. Joseph P. Boyle, $1,038,074, Mr. Bragdon, $2,130,907, and Mr. Potter $917,301. Nonqualified Deferred Compensation Plan. In 2024, the named executive officers, excluding our CEO, were eligible to participate in our 401(k) Excess Retirement Plan. Under the plan, following meeting maximum IRS deferral limits under the qualified 401(k) Plan, the participants may elect to defer up to 70% of eligible compensation and so long as the Company makes matching contributions under the qualified 401(k) Plan for the given calendar year, we would make matching 401(k) Excess Retirement Plan contributions for eligible participants equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of their total eligible compensation, minus the matching contribution the participant would be eligible to receive under the qualified 401(k) Plan. To be eligible for a 401(k) Excess Retirement Plan match, participants must make a deferral election for the plan year and remain employed with the Company through December 31 of the plan year. However, if a participant has a voluntary separation of service with the Company before December 31 of the plan year, is age 55 and has at least 10 years of service, they are eligible for a 401(k) Excess Retirement Plan match. The Board or the CEO can change or eliminate matching contributions to the 401(k) Plan. Our matching contributions for 2024 to the accounts of the named executive officers under the qualified and nonqualified 401(k) plans are included under the heading “All Other Compensation” in the 2024 Summary Compensation Table. The Company’s prior 401(k) Excess Plan was frozen as of December 31, 2021. Amounts deferred under the 401(k) Excess Retirement Plan are credited to a participant’s account under the plan. Each participant may allocate his or her account balance for the 401(k) Excess Retirement Plan among a combination of investment funds available under the 401(k) Excess Retirement Plan. Participants’ accounts are adjusted to reflect the investment performance of the investment funds selected by the participants. Participants can change the allocation of their account balances daily. In 2024, the funds available under the 401(k) Excess Retirement Plan consisted of a money market fund, target date funds and a range of mutual funds. For 2024, the money market fund had an annualized return of 5.1%, the target date funds had annualized returns ranging from 8.1% to 18% and the mutual funds had annualized returns ranging from 2.1% to 32.8%. Amounts credited to participants’ accounts are invested by us in actual investments matching the investment options selected by the participants to ensure that we do not bear any investment risk related to the participants’ investment choices.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Pursuant to our Change in Control Severance Plan (the “Plan”), we have agreed to provide certain benefits to our named executive officers, other than our CEO who is not eligible to participate in the Plan, in the event that the executive’s employment with Columbia is involuntarily terminated without “cause” other than in connection with a change in control, or in the event that, in connection with a change in control, the executive’s employment with Columbia is terminated by us without “cause” or by the executive for “good reason.” The Talent and Compensation Committee believes that these types of arrangements are common for companies against which we compete for talented key personnel and are beneficial for management recruitment purposes. In our plans and agreements, including the Plan, “cause” generally includes personal dishonesty intended to result in substantial personal enrichment or benefit, conviction of a felony that is injurious to Columbia, willful acts that constitute gross misconduct that is injurious to Columbia, continued violations of employment duties that are willful, a material violation of our Code of Business Conduct and Ethics, and other substantial violations of the standards set forth in the Plan, such as violation of restrictive covenants agreed to under the Plan. “Good reason” generally includes a material reduction in authority, duties, or responsibilities, a material decrease in annual base salary or a relocation of over 75 miles. If any amounts under the Plan would constitute an excess parachute payment to an executive officer within the meaning of Section 280G of the Internal Revenue Code, the amounts payable will not exceed the amount which produces the greatest after-tax benefit to the affected individual. Our equity awards and incentive cash programs also provide for certain benefits in the event of a named executive officer’s death, disability or retirement, as described below. Termination Without Cause or for Good Reason, Following a Change in Control. •Cash severance benefit. The Plan provides that each named executive officer, other than our CEO, would receive cash severance benefits payable if the executive officer’s employment is terminated by us without “cause” within 12 months following a change in control or by the officer for “good reason” on account of a “good reason” condition that initially occurred within 12 months following a change in control. In the event of a qualifying termination in connection with a change in control, the cash severance payment for Mr. Bragdon would be equal to 3.75 times his base annual salary, and for Messrs. Swanson, Joseph P. Boyle and Potter, would be equal to 3 times their base annual salary. These amounts are payable in a lump sum following the participant’s signing of a waiver and release of claims and no later than two and one-half months after the end of the fiscal year in which the termination occurred. •Insurance continuation. In the event of a qualifying termination in connection with a change in control, each of Messrs. Swanson, Joseph P. Boyle, Bragdon, and Potter would receive health insurance benefits for the shorter of 18 months or the COBRA coverage period. •Equity acceleration. In the event of a qualifying termination in connection with a change in control under the Plan, outstanding options and time-based RSUs held by a named executive officer would accelerate in full, and PRSUs would accelerate in vesting at the target performance level, determined on a pro-rated basis for the applicable performance period. The following table shows the estimated change in control benefits that would have been payable to each of the eligible named executive officers if the named executive officer were terminated by us without “cause,” or if the named executive officer terminated his employment for “good reason,” within 12 months following a change in control, as of December 31, 2024 under the Plan as in effect on such date.
Potential Payments Upon Termination or Change in Control
| Name | Cash Severance Benefit ($) | Insurance Continuation(1) ($) | Option Acceleration(2) ($) | Time-based Restricted Stock Unit Acceleration(3) ($) | Performance-based Restricted Stock Unit Acceleration(4) ($) | Total Lump Sum Payments ($) | | Jim A. Swanson | 2,118,000 | 30,853 | 12,447 | 943,373 | 418,727 | 3,523,400 | | Joseph P. Boyle | 1,860,000 | 30,853 | 35,563 | — | — | 1,926,416 | | Peter J. Bragdon | 2,698,125 | 30,853 | 10,009 | 800,273 | 364,928 | 3,904,188 | | Steven M. Potter | 2,101,200 | 30,853 | 8,773 | 735,563 | 311,464 | 3,187,853 |
Potential Payments Upon Termination or Change in Control
(1)The amounts in the column represent the present value of 18 months of health insurance benefit premiums, as determined by the cost ratio policy for the Company’s employees as of December 31, 2024. (2)The amounts in the column represent the value that would be realized on acceleration of outstanding options based on the difference between the exercise price and $83.93, the closing market price of our common stock on December 31, 2024, the last trading day of 2024. (3)The amounts in the column represent the number of shares that would be issued under the time-based RSU awards, multiplied by a stock price of $83.93 per share, the closing market price of our common stock on December 31, 2024, the last trading day of 2024. See “2024 Outstanding Equity Awards at Fiscal Year-End Table” and “Compensation Discussion and Analysis—Analysis of 2024 Named Executive Officer Compensation—Long-term incentive compensation” above. (4)The amounts in the column were calculated using a value of $83.93 per share, the closing market price of our common stock on December 31, 2024, the last trading day of 2024, multiplied by the number of PRSUs at target performance, determined on a pro-rata basis for each named executive officer’s period of service during the applicable performance period. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our common stock in future periods. Termination Without Cause, Not in Connection with a Change in Control. •Cash severance benefit. The Plan provides that each named executive officer, other than our CEO, would receive cash severance benefits payable if the executive officer’s employment is terminated by us at any time without “cause.” In the event that a named executive officer’s employment is terminated by us without “cause” and not in connection with a change in control, the cash severance benefit payment for Mr. Bragdon would be equal to 3 times his base annual salary, and for Messrs. Swanson, Joseph P. Boyle and Potter, would be equal to 2.25 times their base annual salary. These amounts are payable in a lump sum following the participant’s signing of a waiver and release of claims and no later than two and one-half months after the end of the fiscal year in which the termination occurred. •Insurance continuation. In the event of a qualifying termination other than in connection with a change in control, each of Messrs. Swanson, Joseph P. Boyle, Bragdon, and Potter would receive health insurance benefits for the shorter of 18 months or the COBRA coverage period. •Equity acceleration. In the event of a qualifying termination other than in connection with a change in control, options, time-based RSUs and PRSUs would not accelerate in vesting. The following table shows the estimated severance benefits that would have been payable to each of the eligible named executive officers if his employment was terminated by us without “cause” on December 31, 2024.
Potential Payments Upon Termination or Change in Control
| Name | Cash Severance Benefit ($) | Insurance Continuation(1) ($) | Total Lump Sum Payments ($) | | Jim A. Swanson | 1,588,500 | 30,853 | 1,619,353 | | Joseph P. Boyle | 1,395,000 | 30,853 | 1,425,853 | | Peter J. Bragdon | 2,158,500 | 30,853 | 2,189,353 | | Steven M. Potter(2) | 1,575,900 | 30,853 | 1,606,753 |
Potential Payments Upon Termination or Change in Control
(1)The amounts in the column represent the present value of 18 months of health insurance benefit premiums, as determined by the cost ratio policy for the Company’s employees as of December 31, 2024. Company required premiums are paid by the Company on a monthly basis directly to the providers. Due to COBRA eligibility requirements, total premium cost stated may not ultimately reflect actual. (2)Mr. Potter’s employment was terminated on January 6, 2025 and he was paid severance in accordance with the Plan. Termination Due to Death or Disability. The following table shows the estimated payout for each named executive officer had his employment terminated on December 31, 2024 as a result of death or disability. The time-based RSU award agreement generally requires the officer to be employed by us on the date of an award payout to receive an award payout but provides that if employment terminates earlier as a result of death or disability the officer will be entitled to acceleration of all unvested shares. For stock options granted prior July 25, 2024, upon an officer’s disability or death, unvested options will vest on a pro-rata basis, calculated based on the days of continuous employment completed during the vesting period in which the termination date occurs, and the remaining unvested portion of the option shall be forfeited on the termination date. For stock options granted after July 25, 2024, upon an officer’s disability or death, unvested options will accelerate in full. As of December 31, 2024, no named executive officers held stock options granted after July 2024. For PRSUs and long-term incentive cash awards granted prior to March 5, 2024, if termination is due to officer’s disability or death on any date that is after the second anniversary of the first day of the applicable performance period, the officer’s PRSUs or long-term incentive cash awards will not be forfeited and will remain eligible to vest based on actual performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated. For PRSUs and long-term incentive cash awards granted on or after March 5, 2024, if termination is due to officer’s disability or death on any date that occurs at least six month following the first day of the applicable performance period, the officer’s PRSUs or long-term incentive cash awards will not be forfeited and will immediately vest based on target performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated. The Executive Incentive Compensation Plan provides that in the event of a participant’s death or disability, the individual’s payout will be based on actual performance, pro-rated for the number of days of continuous employment completed during the year in which the termination date occurs.
Potential Payments Upon Termination or Change in Control
| Name | Option Pro-ration(1) ($) | Time-based Restricted Stock Unit Acceleration(2) ($) | Long-term Incentive Cash Award Value (3) ($) | Performance-based Restricted Stock Unit(4) ($) | Payout under Non-Equity Incentive Plan Awards(5) ($) | Total Lump Sum Payments ($) | | Timothy P. Boyle | — | — | 1,793,158 | — | 781,488 | 2,574,646 | | Jim A. Swanson | 2,611 | 943,373 | — | 248,097 | 292,743 | 1,486,824 | | Joseph P. Boyle | 7,459 | — | — | — | 260,728 | 268,187 | | Peter J. Bragdon | 1,040 | 800,273 | — | 223,925 | 341,929 | 1,367,167 | | Steven M. Potter | 1,840 | 735,563 | — | 188,507 | 294,314 | 1,220,224 |
Potential Payments Upon Termination or Change in Control
(1)The amounts in the column represent the value that would be realized on vesting of eligible outstanding option awards pro-rated from the start of the vesting period in which termination occurred to December 31, 2024 and based on the difference between the exercise price and $83.93, the closing market price of our common stock on December 31, 2024, the last trading day of 2024. All options held as of December 31, 2024, by named executive officers, were granted prior to July 25, 2024, the date the Talent and Compensation Committee approved prospectively to accelerate unvested options in full, upon an officer’s disability or death. (2)The amounts in the column represent the number of shares that would be issued under the time-based RSU awards, multiplied by a stock price of $83.93 per share, which was the closing price of our common stock on December 31, 2024, the last trading day of 2024. See “2024 Outstanding Equity Awards at Fiscal Year-End Table” and “Compensation Discussion and Analysis—Analysis of 2024 Named Executive Officer Compensation—Long-term incentive compensation” above. (3)The amounts in the column represent the value of eligible outstanding long-term incentive cash awards, if termination occurs after the second anniversary of the first day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2024 for awards granted prior to March 5, 2024 and for awards granted on or after March 5, 2024, if termination occurs at least six month following the first day of the applicable performance period, the officer’s long-term incentive cash awards will not be forfeited and will immediately vest based on target performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met. (4)The amounts in the column represent the value that would be realized on vesting of eligible outstanding PRSU awards, if termination occurs after the second anniversary of the first day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2024 for awards granted prior to March 5, 2024 and for awards granted on or after March 5, 2024, if termination occurs at least six months following the first day of the applicable performance period, the officer’s PRSU awards will not be forfeited and will immediately vest based on target performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated, multiplied by a stock price of $83.93 per share, which was the closing price of our common stock on December 31, 2024, the last trading day of 2024. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our common stock in future periods. (5)The amounts in this column represent the estimated payouts that would be made under our Executive Incentive Compensation Plan. Termination Due to Retirement. The following table shows the estimated payout for each named executive officer had his employment terminated on December 31, 2024 as a result of retirement. For PRSUs and long-term incentive cash awards, if termination is on any date that is after the later of (i) the second anniversary of the first day of the applicable performance period and (ii) the officer’s retirement eligibility date, the officer’s PRSUs or long-term incentive cash awards will not be forfeited and will remain eligible to vest based on actual performance on a pro-rata basis, calculated based on the number of days of continuous employment from the beginning of the performance period through the date officer’s employment is terminated. “Retirement” has the meaning as provided in the applicable policy maintained by the Company or, in the absence of a policy, as determined by the Board in its discretion in accordance with applicable law. The Company’s current policy defines “retirement” as 55 years of age and 10 years of cumulative service. As of December 31, 2024, our CEO and Mr. Bragdon are the only named executive officers who are retirement eligible. The Executive Incentive Compensation Plan provides that in the event of participant’s retirement, the individual’s payout will be based on actual performance, pro-rated for the number of days of continuous employment completed during the year in which the termination date occurs. The 401(k) Excess Retirement Plan provides that in the event of participant’s retirement, they are eligible for a matching contribution for the current plan year.
Potential Payments Upon Termination or Change in Control
| Name | Long-term Incentive Cash Award Value Pro-ration(1) ($) | Performance-Based Restricted Stock Unit Value Pro-ration(2) ($) | Payout under Non-Equity Incentive Plan Awards(3) ($) | 401(k) Excess Retirement Plan Match(4) ($) | Total Lump Sum Payments ($) | | Timothy P. Boyle | 975,000 | — | 781,488 | — | 1,756,488 | | Jim A. Swanson | — | — | — | — | — | | Joseph P. Boyle | — | — | — | — | — | | Peter J. Bragdon | — | 82,419 | 341,929 | 30,183 | 454,531 | | Steven M. Potter | — | — | — | — | — |
Potential Payments Upon Termination or Change in Control
(1)The amounts in the column represent the value of eligible outstanding long-term incentive cash awards, if retirement occurs after the second anniversary of the 1st day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2024. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met. (2)The amounts in the column represent the value that would be realized on vesting of eligible outstanding PRSU awards, if retirement occurs after the second anniversary of the first day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2024, the termination date, multiplied by a stock price of $83.93 per share, which was the closing price of our common stock on December 31, 2024, the last trading day of 2024. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our common stock in future periods. (3)The amounts in the column represent the estimated payouts that would be made under our Executive Incentive Compensation Plan for our eligible named executive officers. (4)The amounts in the column represent the estimated matching contributions that would be made under our 401(k) Excess Retirement Plan for our eligible named executive officers.
Pay Ratio Disclosure
Pay Ratio Disclosure We are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Mr. Timothy P. Boyle, our Chairman, President and CEO: For 2024, our last completed fiscal year: (i) the annual total compensation of the employee identified as the median employee of our Company (other than our CEO) was $36,692, and (ii) the total annual compensation of our CEO was $2,853,738. Based on this information, for 2024 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (excluding the CEO) was 78 to 1. The employee identified at the median of all Columbia employees (other than our CEO) was a full-time, hourly retail associate in one of our outlet stores. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material assumptions, adjustments and estimates that we used are as follows: 1.We determined that as of October 1, 2024, our employee population consisted of approximately 8,871 individuals working at our parent company and its consolidated subsidiaries, with 67% of these individuals located in the United States, 9% located in Europe, 18% located in Asia, and 6% located at various other locations around the world. We selected October 1, 2024, which is within the last three months of 2024, as the date upon which we would identify the median employee because it enabled us to make such identification in a reasonably efficient and economical manner. This date allowed us to exclude from our calculation the seasonal workers who commence employment after this date to assist us with end-of-the-year demand. 2.To identify the median employee from our employee population, we calculated each employee’s target annual compensation for 2024 based on information from the Company’s human resources and payroll records as follows: a.annual base salary for salaried employees or wages equal to hourly rate multiplied by projected standard weekly hours for regular full-time and part-time employees, annualized for employees hired during 2024; b.annual base salary for salaried employees or wages equal to hourly rate multiplied by projected standard weekly hours for temporary and seasonal full-time and part-time employees, which amounts were not annualized for employees hired during 2024; c.the projected standard weekly hours used to calculate wages was 40 hours for full-time hourly employees and 20 hours for part-time hourly employees, unless otherwise noted in our human resources records; d.annual corporate bonus at target; and e.the grant date fair value of equity and long-term cash incentives granted during 2024. 3.All compensation elements for non-U.S. employees were converted to U.S. dollars using monthly exchange rates used by our accounting department. We did not make any cost-of-living adjustments in identifying the median employee. 4.With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, the rules applicable for disclosing compensation in the Summary Compensation Table, resulting in annual total compensation of $36,692 which includes base pay, overtime pay and a 401(k) company match. With respect to the annual total compensation of our President and CEO, we used the 2024 amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Pay Ratio Disclosure
| PAY VERSUS PERFORMANCE |
Pay Ratio Disclosure
In accordance with rules adopted by the SEC pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) for the fiscal years listed below. The table reflects “compensation actually paid” (“CAP”) to our PEO and the average CAP to our Non-PEO NEOs, computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to these officers during the applicable year.
Pay Versus Performance Table (“PVP Table”)
Pay Versus Performance Table (“PVP Table”)
Pay Versus Performance Table (“PVP Table”)
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) ($) | Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income(6) ($) (in millions) | Adjusted Operating Income(7) ($) (in millions) | | 2024(8) | $2,853,738 | $2,853,738 | $1,889,444 | $1,664,235 | $88.77 | $99.47 | $223.3 | $312.4 | | 2023(8) | 1,623,464 | 968,673 | 1,699,055 | 1,182,396 | 82.90 | 107.14 | 251.4 | 365.7 | | 2022(8) | 2,764,214 | 2,496,787 | 1,660,499 | 1,392,203 | 89.90 | 83.51 | 311.4 | 477.7 | | 2021(8) | 4,751,179 | 4,693,851 | 1,788,194 | 2,013,948 | 98.56 | 119.66 | 354.1 | 504.7 | | 2020(9) | 1,238,168 | 1,238,168 | 1,447,664 | 797,928 | 87.50 | 107.95 | 108.0 | 212.0 |
Pay Versus Performance Table (“PVP Table”)
(1)Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for our PEO, Timothy P. Boyle for the respective years shown. (2)For 2024, there were no adjustments made in the PVP Table to arrive at CAP for our PEO. (3)For 2024, the following table sets forth the adjustments made in the PVP Table to arrive at CAP for our Non-PEO NEOs:
Pay Versus Performance Table (“PVP Table”)
| Average Adjustments to Determine Compensation “Actually Paid” for Non-PEO NEOs | 2024 | | Average Summary Compensation Table Total | $1,889,444 | | Subtract: Average Amounts Reported under “Stock Awards” Column in the SCT | (573,968) | | Subtract: Average Amounts Reported under “Option Awards” Column in the SCT | (287,766) | | Add: Average Fair Value of Awards Granted during Year that Remain Unvested as of Year-end | 685,507 | | Add: Average Fair Value of Awards Granted during the Year and Vested during the Year | 17,177 | | Add/Subtract: Average Change in Fair Value from Prior Year-end to current Year-end of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-end | (59,470) | | Add/Subtract: Average Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to Year that Vested during Year | (6,689) | | Average Compensation Actually Paid (as calculated) | $1,664,235 |
Pay Versus Performance Table (“PVP Table”)
Non-PEO NEO Equity Valuations: All valuations of equity awards were estimated using assumptions and methodologies substantially consistent with those used at grant. These methodologies are consistent with the principles in FASB ASC 718 and are described further in our Annual Reports on Form 10-K. Stock option fair values are calculated based on the Black-Scholes option-pricing model as of each measurement date using updated stock price and other model inputs (i.e., expected term, volatility, dividend yield, risk-free rate) as of the measurement date. Time-based RSU fair values are calculated using the stock price as of each measurement date, reduced by the present value of dividends not received during the vesting period. PRSU fair values are calculated using the stock price as of each measurement date, reduced by the present value of dividends not received during the vesting period and reflect the probable outcome of the performance vesting conditions and Relative TSR PRSU fair value is calculated pursuant to a Monte Carlo simulation. (4)Total Shareholder Return assumes an initial investment of $100 on December 31, 2019, including the reinvestment of dividends. (5)The peer group reflected for each fiscal year is the Russell 1000 Clothing and Accessories Index, which is used in the performance graph included in the Company’s Annual Report on Form 10-K for fiscal year 2024. (6)The dollar amounts reported represent the amount of net income (in millions) reflected in the Company’s audited consolidated financial statements for the applicable year. (7)Adjusted Operating Income equals Operating Income for the fiscal year as set forth in the audited consolidated financial statements of the Company, adjusted for annual corporate bonus expense and certain excluded items approved by the Talent and Compensation Committee as more fully described for 2024 above on page 24 of the Compensation Discussion and Analysis. We determined this to be the most important financial performance measure used to link Company performance to CAP to our PEO and Non-PEO NEOs in 2024. (8)In 2021-2024, the Non-PEO NEOs were Joseph P. Boyle, Peter J. Bragdon, Jim A. Swanson, and Steven M. Potter. (9)In 2020, the Non-PEO NEOs were Peter J. Bragdon, Thomas B. Cusick, Franco Fogliato and Jim A. Swanson.
Pay Versus Performance Tabular List
Pay Versus Performance Tabular List For 2024, in the Company’s assessment, the most important financial performance measures used to link NEO CAP to Company performance are as follows:
Pay Versus Performance Tabular List
| Top Financial Performance Measures Linking CAP to Company Performance in 2024 | | •Adjusted Operating Income | | •Cumulative Operating Income | | •Relative Total Shareholder Return | | •Share Price |
Pay Versus Performance Relationship Disclosure
Pay Versus Performance Relationship Disclosure CAP Versus the Company’s Cumulative TSR The following chart shows the relationship between the CAP to our PEO, the average CAP to our Non-PEO NEOs and the Company’s cumulative TSR over the five most recently completed fiscal years. Company’s TSR and Peer Group Cumulative TSR The following chart compares our cumulative TSR over the five most recently completed fiscal years to that of our peer group TSR comprising the Russell 1000 Clothing and Accessories Index over the same period. CAP Versus the Company’s Net Income The following chart shows the relationship between the CAP to our PEO, the average CAP to our Non-PEO NEOs and the Company’s net income over the five most recently completed fiscal years. CAP Versus the Company’s Adjusted Operating Income The following chart shows the relationship between the CAP to our PEO, the average CAP to our Non-PEO NEOs and the Company’s adjusted operating income over the five most recently completed fiscal years.
Pay Versus Performance Relationship Disclosure
| EQUITY COMPENSATION PLAN INFORMATION |
Pay Versus Performance Relationship Disclosure
The following table provides information about compensation plans under which our equity securities are authorized for issuance to employees or non-employees (such as directors and consultants) at December 31, 2024:
Pay Versus Performance Relationship Disclosure
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | | Weighted-average exercise price of outstanding options, warrants and rights(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | (a) | | (b) | (c) | | | Equity compensation plans approved by security holders: | | | | | | | 1997 Stock Incentive Plan | | 762,808 | $81.54 | | — | | 2020 Stock Incentive Plan | | 2,048,008 | $90.69 | | 2,223,759 | | 1999 Employee Stock Purchase Plan(3) | | — | $— | | 948,888 | | Equity compensation plans not approved by security holders | | — | $— | | — | | Total | | 2,810,816 | $87.44 | | 3,172,647 |
Pay Versus Performance Relationship Disclosure
(1)The number of outstanding shares to be issued under the 1997 Stock Incentive Plan and 2020 Stock Incentive Plan includes stock options, time-based RSUs and PRSUs at target. (2)The weighted-average exercise price excludes 664,168 shares issuable upon the vesting of outstanding time-based RSUs and PRSUs at target, which have no exercise price. (3)The 1999 Employee Stock Purchase Plan was suspended indefinitely effective July 1, 2005.
Pay Versus Performance Relationship Disclosure
| PROPOSAL 3: ADVISORY VOTE (NON-BINDING) APPROVING EXECUTIVE COMPENSATION |
Pay Versus Performance Relationship Disclosure
Shareholders are provided with the opportunity to cast an advisory vote to approve executive compensation as described in “Compensation Discussion and Analysis,” the 2024 Summary Compensation Table and the related compensation tables, notes and narrative in this Proxy Statement. At Columbia’s 2023 annual meeting of shareholders, a majority of our shareholders voted in favor of holding an advisory vote to approve the executive compensation every year. The Board considered the results of the advisory “say on frequency” vote and in accordance with the results and pursuant to U.S. securities laws and regulations determined to hold this advisory vote on executive compensation on an annual basis until the next advisory vote regarding the frequency of executive compensation votes. The Talent and Compensation Committee and the Board value the views of Columbia’s shareholders and are committed to excellence in the design and effectiveness of Columbia’s executive compensation program. Columbia’s executive compensation program is designed to attract, retain and motivate key, highly talented executive officers and to align executive officer and shareholder financial interests, while encouraging prudent risk taking in order to achieve long-term shareholder objectives. Columbia believes that its executive compensation program, which includes long-term equity awards as a significant component of an executive officer’s overall compensation opportunity, satisfies this goal and is strongly aligned with the long-term interests of its shareholders. The Compensation Discussion and Analysis in this Proxy Statement describes our executive compensation program and the decisions made by the Talent and Compensation Committee in 2024 in more detail and we encourage shareholders to review this section. The Board and the Talent and Compensation Committee believe that the 2024 compensation program for the named executive officers provided compensation aligned with Columbia’s performance, helped motivate the executive officers and encouraged appropriate risk-taking in order to achieve strong financial performance amid continuing global macroeconomic challenges. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement. This vote is advisory and non-binding on the Board and the Company. However, the Board and the Talent and Compensation Committee, which is responsible for designing and administering Columbia’s executive compensation program, value the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation policies and decisions for our named executive officers. In 2024, 93% of our outstanding shares were voted in favor of our executive compensation by advisory vote. The Board recommends a vote FOR the approval of the following resolution: RESOLVED, that the compensation paid to the named executive officers, as disclosed in Columbia Sportswear Company’s Proxy Statement pursuant to the SEC’s executive compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the executive compensation tables, is hereby approved.
Pay Versus Performance Relationship Disclosure
| PROPOSAL 4: SHAREHOLDER PROPOSAL FOR GHG EMISSIONS REDUCTION TARGETS |
Pay Versus Performance Relationship Disclosure
The following shareholder proposal was submitted to the Company for action at the Annual Meeting by Green Century Capital Management, Inc., 114 State Street, Suite 200, Boston, Massachusetts 02109, owner of at least $25,000 worth of shares of our common stock. The proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the proponent.