DEF 14A of Columbia Banking System, Inc., Mar 27, 2024

DEF 14A of Columbia Banking System, Inc.

Filed Mar 27, 2024 · FY20230001193125-24-078782

Open on EDGAR

  1. INFORMATION ABOUT THE 2024 NOMINEES

    INFORMATION ABOUT THE 2024 NOMINEES Information regarding each of the nominees is provided below, including each nominee’s name, age as of the Record Date, principal occupation during the past five years and public company directorships, and the year first elected or appointed a director of Columbia or Umpqua, as applicable. All of the nominees are presently directors of Columbia. There are no family relationships among any of our directors or executive officers, nor are any of the corporations or organizations referenced in the biographical information a parent, subsidiary or affiliate of Columbia.

  2. INFORMATION ABOUT THE 2024 NOMINEES

    | | | | EXECUTIVE CHAIR Cort L. O’Haver Age: 61 Director Since: 2017 Mr. O’Haver is Executive Chair of Columbia Banking System, Inc. He was previously President and Chief Executive Officer of Umpqua Holdings Corporation and Chief Executive Officer of Umpqua Bank, positions he held since January 2017. Mr. O’Haver served as Commercial Bank President of Umpqua Bank from April 2014 to April 2016 when he became President of Umpqua Bank. From October 2006 until he joined Umpqua Bank, Mr. O’Haver was employed by Mechanics Bank as Executive Vice President and Director of Corporate Banking Qualifications: Mr. O’Haver has over 30 years of commercial banking experience, with extensive leadership, management and business operations experience at Umpqua Bank, Mechanics Bank and U.S. Bank. | LEAD INDEPENDENT DIRECTOR Craig D. Eerkes Age: 71 Director Since: 2014 Mr. Eerkes serves as the Vice-President of Sun Pacific Energy, Inc., a commercial real estate business based in the Tri-Cities, Washington. He previously served as President and Chief Executive Officer of Sun Pacific Energy when it was a retail and wholesale petroleum company, a position he held from 1981 until 2023. His experience includes founding and serving as a director and chairman of American National Bank, N.A., Kennewick, Washington, serving as a member of the board of directors of First Hawaiian Bank, and serving as a member of the board of directors of WMI Insurance Company. Mr. Eerkes served as the Chair of the Columbia Board from 2018 until the Merger, at which time he was appointed Lead Independent Director. Qualifications: Mr. Eerkes has an extensive background and broad experience in highly regulated industries, including the insurance and petroleum industries. His expertise in community banking and risk management brings strong operational depth to the Board. |

  3. INFORMATION ABOUT THE 2024 NOMINEES

    | | | | Mark A. Finkelstein Age: 65 Director Since: 2014 Mr. Finkelstein is a director of Christensen, Inc., a solutions provider for the fuel, lubricants and propane industries. He is also a member of the Governance, Audit and Compliance Committee of the Board of Trustees of Seattle Children’s Healthcare System and a member of the Board of Directors of the Northwest Chapter of the National Association of Corporate Directors (NACD). Previously, he served as Chief Legal and Administrative Officer and Secretary of Blucora, Inc. from September 2014 through June of 2017. Prior to joining Blucora, he served as EVP-Corporate Development, General Counsel, and Corporate Secretary of Emeritus Corporation and as a strategy advisor for private investment management firms in the United States and Europe. Qualifications: Mr. Finkelstein has extensive legal background and experience with financial institutions and public companies generally as well as expertise with respect to corporate governance, mergers and acquisitions and other types of corporate transactions. He is also an NACD Board Leadership Fellow. | Eric S. Forrest Age: 56 Director Since: 2017 Mr. Forrest is co-President of Eugene-based beverage distributor, Bigfoot Beverages, overseeing the company’s Pepsi franchises throughout Oregon and managing its day-to-day operations, warehousing and fleet. Mr. Forrest served as a director of Pacific Continental Corporation (Nasdaq: PCBK) prior to its acquisition by Columbia in November 2017. He currently chairs the Oregon Beverage Recycling Board, which he also co-founded, and serves as the President of the Oregon Beer and Wine Distributors Association and on the board of directors of the Ford Family Foundation. Qualifications: Mr. Forrest has strong ties within Umpqua Bank’s Eugene, Oregon market, as well as deep management and operational experience. He brings an entrepreneur’s and business owner’s perspective to the Board |

  4. INFORMATION ABOUT THE 2024 NOMINEES

    | | | | Peggy Y. Fowler Age: 72 Director Since: 2009 Ms. Fowler served as CEO and President of Portland General Electric Company (“PGE”) (NYSE: POR) from 2004-2008. She continued to serve on the PGE Board from 2009-2012, and previously served as Board Chair from 2001-2004. She is currently a director of Hawaiian Electric Industries (NYSE: HE), a position she has held since 2011. Ms. Fowler served as the Chair of Umpqua’s Board and its Executive Committee and Nominating and Governance Committee until the Merger, at which time she was appointed as the Chair of the company’s Nominating and Governance Committee. Qualifications: Ms. Fowler has a depth of public company and strategic leadership experience, expertise serving on audit and finance committees, and banking industry experience as a former director of the Portland branch of the Federal Reserve Bank of San Francisco. | Randal L. Lund Age: 66 Director Since: 2017 Mr. Lund served as a partner for 37 years with the accounting firm KPMG and is a retired member of the American Institute of Certified Public Accountants. He is also an NACD Board Leadership Fellow. He is a past member, Advisory Board, Portland Chapter of the National Association of Corporate Directors (NACD) as well as a past member of the Program Committee for the Portland Chapter of Financial Executives International. He is a past board member of Software Association of Oregon, the Oregon Society of Certified Public Accountants, and Metropolitan Family Services. Mr. Lund has served as the Chair of Columbia’s Audit Committee since 2019. Qualifications: Mr. Lund has extensive accounting and operational experience with public companies, as well as deep expertise in the auditing and governance of public companies. He is one of the Board’s designated audit committee financial experts. |

  5. INFORMATION ABOUT THE 2024 NOMINEES

    | | | | Luis F. Machuca Age: 66 Director Since: 2010 Mr. Machuca served as President and Chief Executive Officer of Enli Health Intelligence Corporation, a healthcare applications company that activates collaborative care, from January 2002 until its sale on December 31, 2020. Mr. Machuca serves on the Board of Directors of UpHealth, Inc (NYSE: UPH), a position he has held since December 2022. He also serves on the Board of Directors of Cambia Health Systems, a nonprofit health care company based in Portland, Oregon. He served as the Chair of Umpqua’s Compensation Committee until the Merger, at which time he was appointed the Chair of the company’s Compensation Committee. Qualifications: Mr. Machuca brings strong business operations and leadership experience to the Board, together with extensive civic and community ties. | S. Mae Fujita Numata Age: 67 Director Since: 2012 Ms. Numata is the founder of Numata Consulting PLLC., a consulting business through which she has provided interim executive leadership services to privately owned companies in Washington, Oregon and Montana. Ms. Numata is a former partner with a national consulting firm, a former Chief Financial Officer in the media industry for 11 years, and a former banker for 24 years. She is a board member and Finance Committee Chair of GeoEngineers, Inc., and the Lead Director of Uwajimaya, Inc. Ms. Numata was also the Board Chair of the Girl Scouts of Western Washington until her tenure expired in February 2021. Qualifications: Ms. Numata’s extensive accounting and banking background provide the Board and Audit Committee with valuable expertise, and she is one of the Board’s designated audit committee financial experts. |

  6. INFORMATION ABOUT THE 2024 NOMINEES

    | | | | Maria M. Pope Age: 59 Director Since: 2014 Ms. Pope is President, CEO and a member of the Board of Directors of Portland General Electric Company (NYSE: POR). She was appointed President on October 1, 2017 and Chief Executive Officer on January 1, 2018. From March 2013 to January 2018, Ms. Pope served as Senior Vice President, Power Supply, Operations, and Resource Strategy for PGE. Her current board services include the Oregon Business Counsel and the Federal Reserve Bank of San Francisco, Portland branch. Qualifications: Ms. Pope’s extensive leadership and business management experience, as well as chief financial officer roles of three publicly traded companies, provide the Board and Audit Committee with valuable expertise. She is one of the Board’s designated audit committee financial experts. | John F. Schultz Age: 59 Director Since: 2015 Mr. Schultz serves as Executive Vice President and Chief Operating Officer of Hewlett Packard Enterprise (NYSE: HPE), a position he has held since 2020. Prior to that, he served as HPE’s Executive Vice President, Chief Legal and Administrative Officer and Secretary from December 2017 to July 2020, and served as HPE’s Executive Vice President, General Counsel and Secretary from November 2015 to December 2017. He serves on the boards of Albright College, the National Legal Aid & Defender Association, and The Children’s Beach House, and on the advisory board of the Anti-Slavery Collective. Qualifications: In his work at HPE, Mr. Schultz has led transformation, information technology and risk management functions, including HPE’s transformation office, IT and cybersecurity organizations, eCommerce team, ethics and compliance, legal, sustainability, global resilience and security functions. He also has deep corporate governance expertise as a result of his experience as HPE’s General Counsel and corporate secretary. |

  7. INFORMATION ABOUT THE 2024 NOMINEES

    | | | | Elizabeth W. Seaton Age: 62 Director Since: 2014 Ms. Seaton is the President and CEO of Saltchuk Aviation, an air cargo and aviation services company headquartered in Seattle, Washington. She served as Senior Vice President of Operations for Saltchuk Resources Inc., a family of diversified transportation and fuel distribution companies, headquartered in Seattle, Washington from 2014 to 2018. She spent over 20 years with Weyerhaeuser in strategic planning, capital investments and business leadership positions. She is currently a member of the Planned Parenthood Federation of America Board of Directors, serving as Secretary and as a member of the Federation Governance, Finance and Executive Committees. Qualifications: Ms. Seaton has broad experience in business leadership, change management, strategic development, mergers and acquisitions and enterprise risk management. | Clint E. Stein Age: 52 Director Since: 2020 Mr. Stein is the President and Chief Executive Officer of Columbia and Chief Executive Officer of Umpqua Bank. He was President and Chief Executive Officer of Columbia Bank from January 2020 until its merger with Umpqua Bank. He joined Columbia in December 2005 as Senior Vice President, Chief Accounting Officer and Controller and was appointed Executive Vice President and Chief Financial Officer in 2012. He continued to serve as Chief Financial Officer until May 2018, following his appointment in 2017 as Chief Operating Officer, a position he held until being appointed President and Chief Executive Officer. Mr. Stein currently serves on the Federal Reserve Bank of San Francisco Board of Directors, Executive Council For A Greater Tacoma and the boards for the Washington Bankers Association and Pacific Coast Banking School. |

  8. INFORMATION ABOUT THE 2024 NOMINEES

    | | | | Hilliard C. Terry, III Age: 54 Director Since: 2010 Mr. Terry previously served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited (NYSE: TGH), from 2012 to 2018. Before joining Textainer, he was Vice President and Treasurer of Agilent Technologies, Inc. (NYSE: A). He serves as a director of Upstart, Inc. (Nasdaq: UPST), a cloud-based artificial intelligence lending platform, a position he has held since February 2019, and of Asbury Automotive Group, Inc. (NYSE: ABG), the 6th largest franchised automotive retailer in the United States, a position he has held since February 2022. Qualifications: Mr. Terry has senior leadership and business management experience with small and large-cap companies as well as broad-based accounting, treasury, and cash management expertise from his CFO roles. He is one of the Board’s designated audit committee financial experts. | Anddria Varnado Age: 38 Director Since: 2018 Ms. Varnado is the GM and Head of the Consumer Business at Kohler Company, a global leader in home products, hospitality destinations and systems, a position she has held since 2020. Immediately prior to Kohler, she served as Vice President, Strategy & Business Development, at Macy’s, Inc. (NYSE: M) from 2019 to 2020. Prior to Macy’s, from 2016 to 2019, she was Vice President and Head of Strategy and Business Development at Williams-Sonoma, Inc. (NYSE: WMS). She serves as a director of Red Robin Gourmet Burgers, Inc. (Nasdaq: RRGB), an operator, franchisor, and developer of casual dining restaurants in North America, a position she had held since March 2021. Qualifications: Ms. Varnado has senior leadership and strong business management experience as well as industry experience in the Financial Institutions Group within a Corporate & Investment Banking division. |

  9. INFORMATION ABOUT THE 2024 NOMINEES

    The election of each of the Board nominees named in this Proxy Statement requires the affirmative vote FOR by a majority of the shares present at the virtual meeting or by proxy and voting on this proposal. Brokers do not have discretion to cast a vote for the election of Board nominees without your direction. Therefore, if your shares are in street name and you do not instruct your broker how to vote, your shares will not be voted on this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

  10. INFORMATION ABOUT THE 2024 NOMINEES

    | The Board of Directors unanimously recommends a vote “FOR” each of the nominees named in this Proxy Statement. |

  11. INFORMATION ABOUT THE 2024 NOMINEES

    Corporate Governance

  12. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The Company’s 2018 Equity Incentive Plan, as amended (the “2018 Plan”) sets forth certain shareholder-approved terms for the compensation of non-employee directors. Directors receive compensation in the form of cash and equity awards in the form of restricted stock. We do not pay directors who are also employees of Columbia or its subsidiaries additional compensation for their service as directors. The 2018 Plan authorizes a shareholder-approved annual increase, beginning with the 2019-2020 Annual Period (as defined in the 2018 Plan), in such compensation of 5% per year unless the Board determines in its discretion to defer and cumulate such increase (or portion). The compensation paid to non-employees directors remained unchanged from 2019 through the closing of the Merger on February 28, 2023. With the completion of the Merger, the Board approved increasing such compensation, as authorized by the 2018 Plan, by the amounts deferred and cumulated (the “Deferred Adjustment”), taking into account peer practices and the larger size of the Company. The Board also approved amending the 2018 Plan so that the power to grant awards to non-employee directors is vested in the Compensation Committee rather than the Nominating and Governance Committee. Following the annual meeting of the Company’s shareholders on May 18, 2023, the Board approved increasing the compensation paid to non-employee directors for the 2023-2024 Annual Period by an additional 5%. Prior to the Deferred Adjustment, non-employee director compensation for the 2022-2023 Board service year consisted of a $47,000 annual cash retainer and a $70,000 annual equity grant of restricted stock awards, plus cash retainers for service on the Board’s standing committees and for serving as Chair of any such committees as set forth below. With the Deferred Adjustment, non-employee director compensation for the balance of the 2022-2023 Board service year and for the 2023-2024 Annual Period is as set forth below.

  13. 2023-2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    2023-2024 NON-EMPLOYEE DIRECTOR COMPENSATION

  14. 2023-2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | | 2023-2024 Annual Cash Compensation | | | | | Unchanged since 2019 | As Adjusted March 1, 2023 | As Adjusted May 25, 2023 | | Annual Board Retainer | $47,000 | $54,000 | $57,000 | | Board Chair / Lead Independent Director Annual Retainer | $45,000 | $52,000 | $54,700 | | Committee Chair Annual Retainer ● Audit Committee | $15,000 | $17,300 | $18,200 | | ● Compensation Committee | $12,000 | $13,900 | $14,500 | | ● Other standing committees* | $9,000 | $10,400 | $10,900 | | Committee Member Annual Retainer ● Audit Committee | $8,000 | $9,200 | $9,700 | | ● Compensation Committee | $6,000 | $6,900 | $7,300 | | ● Other standing committees* | $4,000 | $4,600 | $4,800 | | * Includes service on Columbia Trust Company and Financial Pacific Leasing, Inc. boards of directors. | | | | | | 2023-2024 Annual Equity Compensation | | | | | Unchanged since 2019 | As Adjusted March 1, 2023 | As Adjusted May 18, 2024 | | Annual Equity Retainer | $70,000 | $81,000 | $85,000 |

  15. 2023-2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    Cash Compensation For service through the closing of the Merger on February 28, 2023, non-employee directors’ annual cash compensation for the 2022-2023 Board service year was prorated through February 28, 2023. For service from March 1, 2023, non-employee directors’ annual cash compensation was similarly prorated from March 1, 2023 through May 25, 2023, the expiration of the 2022-2023 Annual Period under the 2018 Plan. For service from May 26, 2023 through the 2023-2024 year of service, non-employee directors’ annual cash compensation is as set forth above. Equity Compensation For service through the closing of the Merger on February 28, 2023, non-employee directors’ annual equity grant of $70,000 for the 2022-2023 Board service year was prorated through February 28, 2023. The prorated restricted stock awards granted to the non-employee directors automatically vested upon the closing of the Merger, which was a “change in control” as defined in the 2018 Plan. For service from March 1, 2023, non-employee directors’ annual equity grant was similarly prorated from March 1, 2023 through May 25, 2023, the expiration of the 2022-2023 Annual Period under the 2018 Plan. For service from May 26, 2023 through the 2023-2024 year of service, non-employee directors received a restricted stock award valued at $85,000 which will vest on May 18, 2024. All such equity grants consisted of restricted stock awards pursuant to the 2018 Plan. The restricted stock awards vest at the end of the applicable Board service year. Resignation from the Board will result in a forfeiture of all unvested restricted stock awards at the time of such resignation unless otherwise determined by the Compensation Committee. However, restricted stock awards will automatically vest upon the occurrence of any of the following events: (a) death of the director; (b) disability of the director, as defined in the 2018 Plan; or (c) a “change in control” as defined in the 2018 Plan.

  16. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE

  17. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($)(3) | Total ($) | | Laura Alvarez Schrag* | 10,167 | 53,478 | — | — | — | 1,564 | 65,209 | | Craig D. Eerkes | 107,603 | 157,306 | — | — | — | 1,564 | 266,473 | | Ford Elsasser* | 11,333 | 53,478 | — | — | — | 1,564 | 66,375 | | Mark A. Finkelstein | 70,859 | 157,306 | — | — | — | 1,564 | 229,729 | | Eric S. Forrest | 71,962 | 157,306 | — | — | 2,090 | 1,564 | 232,922 | | Peggy Y. Fowler | 120,181 | 103,828 | — | — | — | — | 224,009 | | Michelle M. Lantow* | 12,833 | 53,478 | — | — | 2,399 | 1,564 | 70,274 | | Randal L. Lund | 89,107 | 157,306 | — | — | — | 1,564 | 247,977 | | Luis M. Machuca | 110,721 | 103,828 | — | — | — | — | 214,549 | | Tracy Mack-Askew* | 10,500 | 53,478 | — | — | — | 1,564 | 65,542 | | S. Mae Fujita Numata | 81,075 | 157,306 | — | — | 27,555 | 1,564 | 267,500 | | Maria M. Pope | 100,331 | 103,828 | — | — | — | — | 204,159 | | John F. Schultz | 100,331 | 103,828 | — | — | — | — | 204,159 | | Elizabeth W. Seaton | 83,903 | 157,306 | — | — | — | 1,564 | 242,773 | | Janine Terrano* | 10,500 | 53,478 | — | — | — | 1,564 | 65,542 | | Hilliard C. Terry, III | 106,208 | 103,828 | — | — | — | — | 210,036 | | Anddria Varnado | 96,401 | 103,828 | — | — | — | — | 200,229 |

  18. 2023 DIRECTOR COMPENSATION TABLE

    * Non-employee director who served until February 28, 2023, and resigned with the effectiveness of the Merger (“Former Director”).

  19. 2023 DIRECTOR COMPENSATION TABLE

    | (1) For Mr. Eerkes, Mr. Finkelstein, Mr. Forrest, Mr. Lund, Ms. Numata and Ms. Seaton, represents a restricted stock award of 1,738 shares granted on February 21, 2023 at the grant date fair value, comprising the 2022 annual equity retainer as prorated through the closing date of the Merger; a restricted stock award of 648 shares granted on March 2, 2023 at the grant date fair value, comprising the 2022 annual equity retainer as prorated from the closing date of the Merger until the end of the 2022-2023 service period; and a restricted stock award of 4,028 shares granted on May 18, 2023 at the grant date fair value, comprising the 2023 annual equity retainer. For Ms. Fowler, Mr. Machuca, Ms. Pope, Mr. Schultz, Mr. Terry and Ms. Varnado, represents a restricted stock award of 648 shares granted on March 2, 2023 at the grant date fair value, comprising the 2022 annual equity retainer as prorated from the closing date of the Merger until the end of the 2022-2023 service period; and a restricted stock award of 4,028 shares granted on May 18, 2023 at the grant date fair value, comprising the 2023 annual equity retainer. The fair value of these awards was determined in accordance with the Compensation—Stock Compensation topic of the FASB ASC 718. Assumptions used to calculate these amounts are set forth in the notes to the Company’s audited financial statements for the fiscal year ended 2023, included in the Company’s 2023 Annual Report. For each Former Director, represents a restricted stock award of 1,738 shares granted on February 21, 2023 at the grant date fair value, comprising the 2022 annual equity retainer as prorated through the closing date of the Merger. The fair value of these awards was determined in accordance with the Compensation—Stock Compensation topic of the FASB ASC 718. Assumptions used to calculate these amounts are set forth in the notes to the Company’s audited financial statements for the fiscal year ended 2023, included in the Company’s 2023 Annual Report. |

  20. 2023 DIRECTOR COMPENSATION TABLE

    | (2) Represents above-market earnings on Mr. Forrest’s and Ms. Numata’s Deferred Compensation Accounts (“DCA”), the material terms of which are described below under “Deferred Compensation Plan.” Represents above-market earnings on Ms. Lantow’s DCA, the material terms of which are described below under “Deferred Compensation Plan.” |

  21. 2023 DIRECTOR COMPENSATION TABLE

    | (3) Amounts shown for each director reflects dividends received upon the vesting of equity awards that were granted on February 21, 2023. |

  22. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY Our executive compensation program aims to attract, retain, and motivate key executives of superior ability who are critical to our success. The following is a discussion and analysis of our compensation program and how the Compensation Committee (as referred to in this CD&A, the “Committee”) made compensation decisions with respect to the following Named Executive Officers (referred to as our “Named Executives” or “NEOs”):

  23. EXECUTIVE SUMMARY

    | Name | Title | | Clint E. Stein | President and Chief Executive Officer (“CEO”) | | Ron L. Farnsworth | Executive Vice President and Chief Financial Officer | | Cort L. O’Haver | Executive Chair | | Christopher M. Merrywell | Senior Executive Vice President and Umpqua Bank President of Consumer Banking | | Torran B. Nixon | Senior Executive Vice President and Umpqua Bank President of Commercial Banking | | Aaron James Deer* | Former Chief Financial Officer |

  24. EXECUTIVE SUMMARY

    * Mr. Deer served as Chief Financial Officer until February 28, 2023, and following the Merger was appointed and currently serves as Chief Innovation and Strategy Officer. See “Information About Executive Officers.” We maintain a strong pay for performance philosophy that links executive compensation to achieving the operating and financial goals set by the Board. We are focused on delivering sustained, long-term financial performance for our shareholders.

  25. 2023 COMPANY MILESTONES

    | ● | Positioned the Company for long-term success from a culture, brand and talent perspective, including by: |

  26. 2023 FINANCIAL RESULTS

    The Company’s total shareholder return (“TSR”) was -5.9% for 2023, compared to the KBW Regional Banking Index (“KRX”) performance of -0.4% and the new peer group performance of 5.3%. The lingering impact of the prolonged approval process for the Merger, the post-Merger operational integration, and growing into the new peer group are factors that management believes contributed to the Company’s underperformance compared to peers. We paid regular quarterly cash dividends of $0.30 per share in February 2023 and $0.36 per share in May, August, and November 2023. The annualized dividend yield at year-end 2023 was 5.17%. Prior to the Merger, Columbia Banking System, Inc. ($0.30 cash dividend per share) and Umpqua Holdings Corporation ($0.21 cash dividend per share) paid first quarter 2023 dividends consistent with their respective past practices and in accordance with the terms of the Merger Agreement.

  27. 2023 COMPENSATION DECISIONS

    | ● | The Company’s employment agreement with Mr. Stein to serve as President/CEO following the Merger (the “Stein Employment Agreement”) and the Company’s letter agreement with Mr. O’Haver to serve as Executive Chair following the Merger (the “O’Haver Letter Agreement”), both of which were entered into in October 2021 in connection with the announcement of the Merger and included changes to compensation effective at Closing to reflect their new roles. |

  28. 2023 COMPENSATION DECISIONS

    | ● | Pre-merger Umpqua and Columbia contracts with other NEOs and merger-related / change-in-control protections and benefits in such contracts |

  29. 2023 COMPENSATION DECISIONS

    | ○ | Assessing and approving a peer group for competitive analysis |

  30. 2023 COMPENSATION DECISIONS

    | ○ | Reviewing the components of compensation and total compensation compared to the newly adopted peer group |

  31. 2023 COMPENSATION DECISIONS

    | ● | A new compensation peer group to better reflect the significant increase in size of the Company following the Merger |

  32. 2023 COMPENSATION DECISIONS

    | ○ | A synergy integration award in the form of performance-based awards utilizing relative return on average tangible common equity (“ROTCE”) and relative TSR performance conditions for the post-Merger 2023-2025 performance period |

  33. 2023 COMPENSATION DECISIONS

    | ● | 2023 target NEO pay generally in line with the median compensation of the peer group |

  34. 2023 COMPENSATION DECISIONS

    | ● | Equity awards with a mix of performance-based and service-based stock units including: |

  35. 2023 COMPENSATION DECISIONS

    | ○ | Performance-based awards utilizing relative return on average tangible common equity (“ROTCE”) and relative TSR performance conditions for the post-Merger 2023-2025 performance period |

  36. 2023 COMPENSATION DECISIONS

    | ○ | A requirement that a minimum level of performance with respect to each of ROTCE and TSR relative to peers is achieved for an NEO to receive any payout with respect to the corresponding portion of their performance-based restricted stock units |

  37. 2023 COMPENSATION DECISIONS

    | ○ | Operating PPNR* of $909.7 million, resulting in a payout level of 90% for the corporate performance component (where applicable) |

  38. 2023 COMPENSATION DECISIONS

    | ○ | Individual NEO goal achievement resulting in payout levels ranging from 100% - 170% for the individual performance component |

  39. 2023 COMPENSATION DECISIONS

    | ○ | NEO payouts in the first quarter of 2024 with total payout levels ranging from 92% - 106% of target |

  40. EXECUTIVE COMPENSATION PHILOSOPHY

    | ● | Market Competitive Compensation: Our executive compensation programs and practices are designed to be competitive with market compensation levels. This allows us to attract, motivate, and retain talented and experienced executives who have the skills and capabilities to effectively operate as stewards of company assets. We pay competitive base salaries, with consideration of individual performance, experience, qualifications, and executive leadership capabilities. Total compensation opportunities will reward strong performance while remaining reasonable to market standards. |

  41. EXECUTIVE COMPENSATION PHILOSOPHY

    | ● | Alignment with Shareholder Interests: The structure of the executive compensation program is balanced between fixed and variable, cash and equity, and short and long-term components. Long term awards are subject to multi-year vesting. At least 50% of equity awards are “performance-based,” to link a significant portion of total compensation to shareholder value. |

  42. ROLES AND RESPONSIBILITIES OF THE COMPENSATION COMMITTEE

    | Q1 | Q2 | Q3 | Q4 | | Review financial results and executive officer performance for prior fiscal year | Review peer group | Review peer compensation trends with consultant | Annual competitive assessment of executive compensation compared to peers | | Set annual and long-term incentive plan metrics for current fiscal year; confirm achievement of prior year goals and equity vesting levels | Review human capital dashboard, including Company-wide associate demographics, retention and turnover trends, and talent management initiatives and trends | Assess equity plan with award dilution and overhang analysis; review annual and long-term incentive progress | Review annual and long-term plan design to determine any changes for the following fiscal year | | Set salaries and target annual incentives (as a percent of salary) for current fiscal year; determine equity award amounts for current fiscal year | Discuss say-on-pay results following annual meeting | Review governance trends and best practices | Prepare for compensation-related annual shareholder meeting matters including CD&A disclosure and, when relevant, equity plan adoption or amendment |

  43. ROLE OF THE COMPENSATION CONSULTANT / EVALUATION OF INDEPENDENCE

    ROLE OF THE COMPENSATION CONSULTANT / EVALUATION OF INDEPENDENCE The Committee reviews information provided by a recognized, independent compensation consultant including survey or “benchmarking” data, peer group recommendations, compensation and governance best practices, and plan design suggestions. The Committee uses this information to understand prevailing market practices and aggregate, as well as component, compensation packages provided by financial services companies similar in size and scope. The Committee has full authority to retain and terminate the services of the compensation consultant. Each year, the Committee conducts an independence review of its compensation consultant pursuant to SEC and Nasdaq rules. For 2023, the Committee confirmed the independence of, and engaged, Mercer as its consultant. The Committee received a letter from Mercer assessing its independence under the SEC’s six factor test. The Committee also conducted its own assessment of Mercer’s independence and concluded that no conflict of interested existed in connection with the services provided. In 2023, fees paid to Mercer for executive and director compensation consulting totaled $267,355. The Committee considered fiscal year 2022 fees paid to Mercer and its Marsh & McLennan Companies affiliates for services other than executive and director compensation provided to both Umpqua and Columbia, which consisted of $776,439 in health and welfare benefits administration, health and welfare plan management and consulting; $68,500 for audit of medical and pharmacy claims; $13,427 for participant total rewards statements; $3,851 in benefit administration platform programming; $21,500 of dependent eligibility verification; $49,109 for managing high cost/high risk benefit plan claimants; $44,817 in health transformation collaborative solutions; $18,192 in individual disability income benefits; and $309,369 of employee paid voluntary benefit programs. The 2022 fees paid were approximately 0.008% of Marsh & McLennan Companies’ fiscal year 2022 revenue.

  44. PEER GROUP

    PEER GROUP The Committee, with assistance from its independent compensation consultant and input from management, establishes the Company’s peer group each year. The selection process begins with a list of potential peer companies, which is filtered using various criteria described below to determine the final list of peer companies. In 2023, the Committee approved the new compensation peer group to better reflect the significant increase in size of the Company following the Merger. The following outlines the process utilized by the Committee and the resulting list of peer companies used for market comparison and benchmarking:

  45. PEER GROUP

    | Step 1 | Step 2 | Step 3 | Peer Group | | Consider initial list of companies. Identified companies with the same or adjacent sub-industry as the Company using Standard & Poor’s Capital IQ industry groups and utilized a starting point for the peer group of companies within the same industry or with a comparable business orientation. As a result, the starting point consisted of regional banks and bank holding companies operating in the United States. | Utilize a set of objective screens to create the list of potential peers. Used an initial screen for banks and bank holding companies of asset size between 0.5x ($25 billion) and 2.0x ($100 billion) the Company’s post-Merger asset size of approximately $50 billion. A disproportionally high number of banks in the 0.5X ($25 billion) to 0.75X ($37.5 billion) lowered the median asset size and were therefore excluded. Additional screens included market capitalization and operating income performance. | Secondary screening to determine business orientation. Screened potential peers to determine comparability of companies in terms of complexity and business model. Aimed to establish a peer group consisting of approximately twenty companies to mitigate year-on-year volatility in size and related compensation reference. | Final peer group. ● BOK Financial Corporation ● Cadence Bank ● Comerica Incorporation ● Cullen/Frost Bankers, Inc. ● East West Bancorp, Inc. ● First Citizens Bancshares, Inc. ● First Horizon Corp. ● F.N.B. Corporation ● New York Community Bancorp ● PacWest Bancorp (now Banc of California, Inc.) ● Pinnacle Financial Partners, Inc. ● Prosperity Bancshares, Inc. ● SouthState Corporation ● Synovus Financial Corp. ● UMB Financial Corporation ● Valley National Bancorp ● Western Alliance Bancorporation ● Wintrust Financial Corporation ● Zions Bancorporation, NA |

  46. PEER GROUP

    Mercer used the above peer group to develop the market data materials provided to the Committee for reference in making 2023 executive compensation decisions. The Committee relies on the peer group analysis to provide relevant market data and trend information but does not consider the peer group analysis to be a substitute for its collective business judgment.

  47. COMPENSATION RISK ASSESSMENT AND REGULATORY REQUIREMENTS

    | ● | Establishing targets with payouts at multiple levels of performance and including maximum payout levels in most incentive plans |

  48. COMPENSATION RISK ASSESSMENT AND REGULATORY REQUIREMENTS

    | ● | Evaluation of performance results and the ability to exercise negative discretion in the payout of incentives |

  49. COMPENSATION RISK ASSESSMENT AND REGULATORY REQUIREMENTS

    | ● | Industry / market benchmarking |

  50. COMPENSATION RISK ASSESSMENT AND REGULATORY REQUIREMENTS

    | ● | Mix of cash and equity, supporting an appropriate balance of short-term and long-term risk and rewarding decision-making |

  51. MERGER-RELATED ITEMS

    | ● | Columbia entered into the Stein Employment Agreement and the O’Haver Letter Agreement, which became effective at Closing and set the terms of their employment with the company, including elements of their compensation |

  52. MERGER-RELATED ITEMS

    | ● | Approved the new peer group to better reflect our significant increase in size following the Merger |

  53. MERGER-RELATED ITEMS

    | ● | Considered the agreements then in place with the NEOs (including certain change in control provisions that were triggered in connection with the Closing), new executive team roles and the scope of such roles, and updated market perspectives to set salaries, determine target incentive opportunities (annual and long-term) and ensure retention |

  54. MERGER-RELATED ITEMS

    As part of this retention strategy, the Committee approved cash retention awards paid on the terms, including the waiver of certain change in control related rights, set forth in letter agreements with our executives as described in detail below. For some executives, including Messrs. Merrywell, Nixon, and Deer, all or a portion of the payments were credited to a deferred compensation account in respect of each of their contractually entitled change in control payments at the effective time of the Merger.

  55. STEIN EMPLOYMENT AGREEMENT

    STEIN EMPLOYMENT AGREEMENT On October 11, 2021, Columbia and Mr. Stein entered into the Stein Employment Agreement effective as of Closing pursuant to which Mr. Stein serves as President/CEO of the Company, CEO of Umpqua Bank and a member of the boards of directors of the Company and Umpqua Bank. The Stein Employment Agreement provides for:

  56. STEIN EMPLOYMENT AGREEMENT

    | ● | A term through the fifth anniversary of the Closing |

  57. STEIN EMPLOYMENT AGREEMENT

    | ● | Annual base salary of $1,150,000, which will be reviewed for increase (but not decrease) annually by the Committee |

  58. STEIN EMPLOYMENT AGREEMENT

    | ● | An annual cash incentive award with a target opportunity of not less than 100% of base salary |

  59. STEIN EMPLOYMENT AGREEMENT

    | ● | Annual long-term incentive awards with a target opportunity of 200% of base salary |

  60. STEIN EMPLOYMENT AGREEMENT

    | ● | In the Board’s discretion, a post-Closing synergy integration or similar award to support a successful integration of Columbia and Umpqua |

  61. STEIN EMPLOYMENT AGREEMENT

    | ● | Eligibility to participate in Company benefit plans on a basis no less favorable than those generally applicable to other Company executives |

  62. STEIN EMPLOYMENT AGREEMENT

    If Mr. Stein’s employment is terminated by the Company for any reason other than for “cause,” “disability” or death, or if Mr. Stein terminates his employment for “good reason” (as each such term is defined in the Stein Employment Agreement and each, a “qualifying termination”), in each case not within six months prior to or 24 months following a “change of control” (as defined in the Stein Employment Agreement), Mr. Stein will be entitled to receive:

  63. STEIN EMPLOYMENT AGREEMENT

    | ● | Any accrued obligations and other amounts or benefits owing or eligible for payment |

  64. STEIN EMPLOYMENT AGREEMENT

    | ● | Subject to Mr. Stein’s execution and non-revocation of a release of claims: |

  65. STEIN EMPLOYMENT AGREEMENT

    | ○ | Cash severance equal to two times annual base salary |

  66. STEIN EMPLOYMENT AGREEMENT

    | ○ | A prorated bonus for the year of termination |

  67. STEIN EMPLOYMENT AGREEMENT

    | ○ | Accelerated vesting of a portion of any long-term incentive awards not subject to performance-based vesting, with a prorated portion of any awards subject to performance-based vesting to vest on the regularly scheduled vesting date based on actual performance |

  68. STEIN EMPLOYMENT AGREEMENT

    | ○ | Continued health and welfare benefits for 24 months following termination |

  69. STEIN EMPLOYMENT AGREEMENT

    If Mr. Stein experiences a qualifying termination within six months prior to, or within 24 months following, a change in control, including the Merger, Mr. Stein will be entitled to receive:

  70. STEIN EMPLOYMENT AGREEMENT

    | ● | Any accrued obligations and other amounts or benefits owing or eligible for payment |

  71. STEIN EMPLOYMENT AGREEMENT

    | ● | Cash severance equal to two-and-one-half times the sum of annual base salary and target annual bonus |

  72. STEIN EMPLOYMENT AGREEMENT

    | ● | A prorated target bonus for the year of termination |

  73. STEIN EMPLOYMENT AGREEMENT

    | ● | Treatment of long-term incentive awards in accordance with their terms |

  74. STEIN EMPLOYMENT AGREEMENT

    | ● | Continued health and welfare benefits for 30 months |

  75. STEIN EMPLOYMENT AGREEMENT

    Under the Stein Employment Agreement, Mr. Stein has agreed to be bound by certain restrictive covenants, including non-competition and non-solicitation covenants during his employment and for two years thereafter. He is also subject to perpetual confidentiality covenants.

  76. O’HAVER LETTER AGREEMENT

    | ○ | An annual cash incentive award with a target opportunity of 100% of annual base salary |

  77. O’HAVER LETTER AGREEMENT

    | ○ | Annual long-term incentive awards with a target grant date fair value of 200% of annual base salary, with such awards being up to 60% performance-based |

  78. O’HAVER LETTER AGREEMENT

    | ● | In lieu of any severance or other benefits under Mr. O’Haver’s Umpqua employment agreement, which terminated on the date of the Closing: |

  79. O’HAVER LETTER AGREEMENT

    | ○ | Mr. O’Haver received a synergy integration award in the form of restricted stock units with a grant date fair value of $5,000,000 and vesting in three installments, commencing on April 19, 2023, the date on which the independent directors of the Board approved and certified that the systems conversion conditions for Mr. O’Haver were deemed to have been successfully met (the “Executive Chair Systems Conversion Date”) and on each of the first and second anniversaries thereof, subject to his continued employment through each such date |

  80. O’HAVER LETTER AGREEMENT

    | ○ | A lump sum equal to the product of (A) the sum of annual base salary and target bonus, and (B) the number equal to the quotient of (x) the number of full and partial months remaining in the employment period divided by (y) 12 (provided that, following a change in control of the Company, excluding the Merger, the severance amount will be no less than two and one-half times the sum of base salary and target bonus) (the “Severance”) |

  81. O’HAVER LETTER AGREEMENT

    | ○ | A prorated bonus for the year of termination (the “prorated bonus”), provided that, following a change in control of the Company, excluding the Merger, the prorated bonus will be based on the target incentive opportunity and payable at the time the Severance is paid |

  82. O’HAVER LETTER AGREEMENT

    | ○ | Accelerated vesting of any outstanding cash or equity long-term incentive awards, including the synergy integration award, with respect to any service vesting requirement, with any awards subject to a performance-based condition to remain outstanding and be eligible to be earned in full, based on actual performance (the “LTI benefits”) |

  83. O’HAVER LETTER AGREEMENT

    | ● | If Mr. O’Haver dies or becomes disabled during the employment period, he (or his estate) will receive the accrued obligations, the prorated bonus, the COBRA benefits, the LTI benefits and the fees Mr. O’Haver would have earned during the advisor period |

  84. O’HAVER LETTER AGREEMENT

    Mr. O’Haver does not receive the Severance, prorated bonus, COBRA benefits, LTI benefits, or advisor fees if he retires or resigns without good reason or he is terminated for cause. The O’Haver Letter Agreement provides that, if the compensation and benefits payable thereunder or any other arrangement would be subject to an excise tax, such amounts will be reduced to the extent such reduction would place Mr. O’Haver in a better after-tax position. Under the O’Haver Letter Agreement, Mr. O’Haver has agreed to be bound by certain restrictive covenants, including non-competition and non-solicitation (of employees, clients and customers) covenants, for the five-year period following Closing. He is also subject to perpetual confidentiality covenants.

  85. LETTER AGREEMENTS WITH OTHER NAMED EXECUTIVES

    Following the second anniversary of the Closing (or on such earlier date on which Columbia implements new employment or severance agreements, plans or arrangements for similarly situated executives), if Mr. Nixon remains employed by the Company, he will be eligible to enter into a new employment or severance agreement (or participate in a new severance program) that includes change in control severance benefits no less favorable than those under Mr. Nixon’s prior change in control agreement with Umpqua, on the same basis as similarly situated executives. If Mr. Nixon’s employment is terminated by the Company without “cause” within two years following the Closing, subject to the execution and effectiveness of a release of claims, any outstanding equity awards granted at or after the Closing will vest in full with respect to any service vesting requirement, and any awards subject to a performance-vesting condition will remain outstanding and eligible to be earned in full based on the level of performance achieved. Deer Letter Agreement. In connection with the Closing, Mr. Deer ceased serving as Executive Vice President and Chief Financial Officer of Columbia and became Chief Strategy and Innovation Officer of the Company. Columbia entered into a letter agreement with Mr. Deer (the “Deer Letter Agreement”), which provides that in lieu of any entitlements under Mr. Deer’s existing change in control agreement with Columbia, which, from and after his entry into the Deer Letter Agreement, terminated and became of no force or effect, other than provisions expressly made to survive in the Deer Letter Agreement, $840,000 will be credited to a deferred compensation account in Mr. Deer’s name within 45 days after Closing. Of that amount, 50% will vest on each of the first and second anniversaries of the Closing, subject to continued employment through the applicable date. Upon a termination of Mr. Deer’s employment, any unvested portion of this amount will be forfeited, except that upon a Qualifying Termination prior to the second anniversary of Closing, any unvested portion will vest in full, subject to the execution and effectiveness of a release of claims. Any vested amounts will be payable in installments following a separation of service. If, prior to the payment of the final installment, Mr. Deer violates any restrictive covenant by which he is bound pursuant to the Deer Letter Agreement, the Company may, among other remedies, forfeit any amount not yet paid and claw back previously paid installments. Following the second anniversary of the Closing (or on such earlier date on which Columbia implements new employment or severance agreements, plans or arrangements for similarly situated executives), if Mr. Deer remains employed by the Company, he will be eligible to enter into a new employment or severance agreement (or participate in a new severance program) that includes change in control severance benefits no less favorable than those under Mr. Deer’s prior change in control agreement with Columbia, on the same basis as similarly situated executives. If Mr. Deer’s employment is terminated by Columbia without “cause” within two years following the Closing, subject to the execution and effectiveness of a release of claims, any outstanding equity awards granted at or after the Closing will vest in full with respect to any service vesting requirement, and any awards subject to a performance-vesting condition will remain outstanding and eligible to be earned in full based on the level of performance achieved.

  86. TREATMENT OF PRE-MERGER EQUITY AWARDS

    TREATMENT OF PRE-MERGER EQUITY AWARDS Pursuant to the terms of the Merger Agreement, each share of Umpqua common stock outstanding was converted into the right to receive 0.5958 of a share (the “Exchange Ratio”) of Columbia common stock at Closing. Each outstanding Umpqua equity award granted under Umpqua’s equity compensation plans was generally converted into a corresponding award with respect to Columbia common stock, with the number of shares underlying such award adjusted based on the Exchange Ratio. Each such converted Umpqua equity award continues to be subject to the same terms and conditions as applied to the award immediately prior to Closing, except that for awards granted prior to fiscal year 2023 that were subject to performance-based vesting, the number of shares of common stock underlying such awards was calculated and fixed immediately prior to Closing assuming achievement of the applicable performance conditions at the greater of the target (100%) level of performance and the actual level of performance based on Umpqua’s performance results through the latest practicable date before Closing, and such awards converted into service-based vesting awards with the applicable vesting date to remain the last day of the original performance period. The Umpqua performance awards granted prior to fiscal year 2023 were adjusted as follows:

  87. TREATMENT OF PRE-MERGER EQUITY AWARDS

    | ● | For awards with a relative TSR performance condition, the number of shares underlying the converted equity award was determined based on performance at the target (100%) level for the 2020–2022 performance period and performance at the 115.75% level for the 2021–2023 performance period |

  88. TREATMENT OF PRE-MERGER EQUITY AWARDS

    | ● | For awards with a relative return on equity performance condition, the number of shares underlying the converted equity award was determined based on performance at the 100.4% level for the 2020–2022 performance period and performance at the target (100%) level for the 2021–2023 performance period |

  89. TREATMENT OF PRE-MERGER EQUITY AWARDS

    With respect to Umpqua performance awards granted in 2023, each such award was converted into a corresponding award with respect to Columbia common stock, with the number of shares underlying such award determined as set forth in the applicable award agreement and adjusted based on the Exchange Ratio. Each such converted award is subject to the same terms and conditions (including performance-based vesting terms) as were applicable to the corresponding Umpqua performance award immediately prior to the Effective Time. In addition, each outstanding Columbia performance-based restricted stock unit award granted prior to fiscal year 2023 was converted into a Columbia service-based restricted stock unit award based on the number of shares of Columbia common stock underlying such award immediately prior to the Effective Time that would be earned assuming the achievement of the applicable performance conditions at the greater of the target (100%) level of performance and the actual level of performance based on Columbia’s performance results through the latest practicable date prior to Closing, resulting in:

  90. TREATMENT OF PRE-MERGER EQUITY AWARDS

    | ● | Performance at the target (100%) level for the 2021–2023 performance period |

  91. TREATMENT OF PRE-MERGER EQUITY AWARDS

    | ● | Performance at the 112% level for the 2022–2024 performance period |

  92. TREATMENT OF PRE-MERGER EQUITY AWARDS

    Such Columbia awards continue to vest after the Merger Date solely based on continued service.

  93. ELEMENTS OF 2023 COMPENSATION

    | Component | | | Features | Link to Strategy and Performance | | | | Base Salary (Cash) | Salaries are determined based on prevailing market levels with adjustments for individual factors including performance, scope of responsibility, years of experience, and skills. Annual salary is the only fixed component of the executive compensation program. | Provide competitive baseline compensation to attract and retain executive talent. | | | | Annual Incentive Plan (Cash) | The key corporate metrics are objective measures and constitute the majority of the incentive opportunity. For 2023, operating PPNR was the sole corporate metric and constituted 80% of the target annual incentive opportunity (for all NEOs excluding the Executive Chair). Individual goals tied to the company’s strategy and key objective constituted 20% of the target annual incentive opportunity (100% for the Executive Chair). | Consistent with competitive practices, executives should have a significant portion of their targeted annual total cash compensation at risk, contingent upon Company performance. The Annual Incentive Plan motivates and rewards executives for achieving and exceeding personal and company-wide goals. Financial metrics and goals are set in relation to business drivers in our strategic plan. A minimum level of operating PPNR performance is required for an NEO (other than the Executive Chair) to receive any payout. | | | | Restricted Stock Units – RSUs | Service-based equity awards that vest ratably over three years. Dividends are paid only on vested RSUs at the time of vesting. | Equity awards motivate and reward long-term performance and executive focus on generating long-term shareholder value. Service-based vesting, long-term awards provide a retention incentive in addition to aligning executives with shareholder interests. | | | | Performance Stock Units – PSUs | Performance-based awards that cliff vest after a three-year performance measurement period. Dividends are paid only on vested PSUs at the time of vesting. Vesting is based on Company performance on pre-defined metrics, measured over a three-year performance period compared to peer performance. PSUs utilize the same peer group as the Committee selects for the competitive assessment. PSUs constitute a minimum of 50% of our NEO equity awards and in 2023 were 70% of our President/CEO’s awards and 60% of our Bank Presidents’ awards. Performance metrics for 2023 PSUs were: • ROTCE, which rewards achieving long-term profitable growth and returns • TSR, which directly links executive compensation to shareholder returns, and emphasizes need for long-term financial and stock price performance. A minimum level of performance with respect to each of ROTCE and TSR relative to peers is required for an NEO to receive any payout with respect to the corresponding portion of their PSUs. | Equity awards motivate and reward long-term performance and executive focus on generating long-term shareholder value. PSUs focus executives on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. |

  94. ELEMENTS OF 2023 COMPENSATION

    In setting base salaries and incentive targets for 2023, the Committee referred to and considered the data and recommendations contained in the executive compensation competitive assessment provided by Mercer. Total compensation for each of the NEOs was within market competitive range for their role, scope of responsibility, and experience, and for 2023 was set at or near the median of the peer group. This assessment of total compensation compared to peer group data, and the above summary of our 2023 copensation program elements, excludes the one-time, Merger-related synergy integration and retention awards granted in 2023 and discussed in “Compensation Decisions – Merger-Related Items.” The charts below show total direct compensation established for 2023 for our CEO and the average total direct compensation for our other NEOs, excluding our Executive Chair. The charts include salary paid, annual cash incentive opportunities at target (100%) achievement, and equity awards granted in 2023 (including prior to Closing). The charts do not include any synergy or retention incentive awards granted in 2023 in connection with the Merger. As shown below, a significant majority of our executive pay program is at-risk based on the level of achievement of annual and long-term performance goals or our stock price performance.

  95. TOTAL DIRECT COMPENSATION

    TOTAL DIRECT COMPENSATION The table below shows the 2023 total direct compensation opportunities for our NEOs, assuming performance-based compensation at target (100%) achievement and excluding Merger-related items. Mr. Stein’s compensation is generally fixed by the terms of the Stein Employment Agreement and the Committee did not adjust his base salary or long-term incentive opportunity from such agreement. Mr. O’Haver’s compensation is also generally fixed by the terms of O’Haver Letter Agreement and the Committee did not adjust his base salary, target annual incentive or long-term incentive opportunity from such agreement. The Committee (as well as the Board in the case of Messrs. Stein and O’Haver) considered total direct compensation as shown below as a factor in making annual compensation decisions, and also reviewed the individual components compared to the peer group as a factor. For Messrs. Farnsworth and Nixon, total long-term (equity) incentive was reviewed considering Umpqua equity awards granted in 2023 prior to Closing that were converted into Columbia equity awards.

  96. TOTAL DIRECT COMPENSATION

    | Name | Base Salary | Annual (Cash) Incentive | Long-Term (Equity) Incentive | Total* | | Clint E. Stein | $1,150,000 | $1,380,000 | $3,000,000 | $5,530,000 | | Ron L. Farnsworth | $570,000 | $456,000 | $960,000 | $1,986,000 | | Cort L. O’Haver | $1,250,000 | $1,250,000 | $2,500,000 | $5,000,000 | | Christopher M. Merrywell | $600,000 | $600,000 | $1,000,000 | $2,200,000 | | Torran B. Nixon | $685,000 | $685,000 | $1,100,000 | $2,470,000 | | Aaron James Deer | $420,000 | $252,000 | $250,000 | $922,000 |

  97. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN At the beginning of each year, we approve a cash incentive plan for our executive officers. The Committee sets the target incentive as a percentage of base salary based on peer and market data for similar positions, total direct compensation, internal groupings of executives and, if applicable, executives’ employment agreements. For 2023, the Committee approved target incentives that were competitive within the peer group and made adjustments to reflect new or modified roles, market data, and internal equity for Messrs. Merrywell and Nixon. The Committee increased Mr. Stein’s target incentive to 120% of base salary after reviewing his total compensation in comparison to the peer group.

  98. ANNUAL INCENTIVE PLAN

    | Name | Target Incentive as a % of Base Salary | Increase Over Prior Year Target % | | Clint E. Stein | 120% | 20% | | Ron L. Farnsworth | 80% | 0% | | Cort L. O’Haver | 100% | 0% | | Christopher M. Merrywell | 100% | 67% | | Torran B. Nixon | 100% | 0% | | Aaron James Deer | 60% | 20% |

  99. ANNUAL INCENTIVE PLAN

    The Committee uses primarily objective elements for annual incentive plans. Achievement of the target incentive is generally based on the success of the Company and the individual executive in performance areas specific to their role and Company initiatives (other than Mr. O’Haver, whose annual incentive included 100% individual goals related to his role as Executive Chair). For each award, the Committee also establishes a maximum payout above the target incentive, as well as a minimum performance requirement with respect to the Company performance measure in order to receive any payout. Our annual incentive plans expressly provide the Committee authority to apply “negative discretion” to reduce awards and to apply risk modifiers prior to payout. In March 2023, the Committee approved our 2023 Annual Incentive Plan, which for NEOs other than Mr. O’Haver was weighted 80% based on corporate performance measured by our operating PPNR performance, and 20% on individual goals, with a minimum level of operating PPNR performance required to receive any payout. Mr. O’Haver’s annual incentive was weighted 100% based on individual goals, consistent with the separation of Board Chair and CEO duties and the Committee’s desire to have Mr. O’Haver focus on strategic planning and integration of the Umpqua and Columbia Boards. The Committee selected operating PPNR due to its:

  100. ANNUAL INCENTIVE PLAN

    | ● | Focus on the core profitability of the Company (in part due to its insulation from volatility in loan loss provision expense caused by CECL accounting requirements, which may create increased loss provision expense based on economic forecasts that may or may not actually create problem loans) |

  101. ANNUAL INCENTIVE PLAN

    | ● | Wide use by investors and analysts to measure profitability |

  102. FINANCIAL PERFORMANCE – OPERATING PPNR

    | Threshold – 50% payout | 75% payout | 90% payout | Target – 100% payout | 125% payout | 150% payout | Maximum – 200% payout | | > $523.2 – $680.2 million | > $680.2 – $889.5 million | > $889.5 – $994.2 million | > $994.2 million – $1.05 billion | > $1.05 – 1.15 billion | > $1.15 – 1.26 billion | > $1.26 billion |

  103. FINANCIAL PERFORMANCE – OPERATING PPNR

    The Committee reviewed and approved achieved operating PPNR* at $909.7 million for 2023, resulting in a payout level of 90% for the performance component of the NEOs’ annual incentives (other than Mr. O’Haver whose annual incentive included 100% individual goals related to his role as Executive Chair). *Non-GAAP financial measure. Please refer to Appendix A and the table below for additional information and reconciliation to the most directly comparable GAAP financial measure. The following tables reconcile our reported net income to Operating PPNR:

  104. INDIVIDUAL PERFORMANCE

    INDIVIDUAL PERFORMANCE The individual performance component of the 2023 Annual Incentive Plan comprised 100% of Mr. O’Haver’s annual incentive and 20% of the other NEOs’ annual incentives. Mr. O’Haver’s individual goals related to Executive Chair leadership (20%), long range strategic planning (40%), integration plan and delivery (20%), CEO advisory (10%) and relationship retention (10%). Consistent with the Company’s past separation of duties of the Board Chair and the Chief Executive Officer, the Committee selected individual goals for Mr. O’Haver that focused his efforts post-Closing on strategic planning, engaging the individual board members of the newly constituted Board to work as a unit, and with the President/CEO on integration and relationship retention matters. The 2023 individual goals of the other NEOs related to three categories:

  105. INDIVIDUAL PERFORMANCE

    The Committee and the Board reviewed Mr. Stein’s performance and his achievements in leading the Company through the transformational Merger and subsequent integration activities. Based on this assessment, the Committee determined that Mr. Stein had met his individual goals and recommended approval of a 100% payout on his annual incentive plan opportunity. The Board approved the awards at the level recommended by the Committee. The Committee and the Board reviewed Mr. O’Haver’s performance and his achievements in connection with the Merger and subsequent integration activities, his leadership in connection with the strategic planning retreat and development of the strategic plan, and his work with the CEO for the year. Based on this assessment, the Committee determined that Mr. O’Haver met his individual goals and recommended approval of a 100% payout on his annual incentive plan opportunity. The Board approved the awards at the level recommended by the Committee. Mr. Stein assessed each of the other NEO’s performance in managing challenges created by the Merger integration and turbulent year in the banking industry in recommending the individual goal achievement level. He presented his assessment to the Committee and discussed his compensation recommendations for each Named Executive. After considering 2023 performance, the Committee approved the achievement of the individual performance component of the annual incentive awards at the following percentages of target: 170% for Messrs. Merrywell and Nixon, and 100% for Messrs. Farnsworth and Deer. The Committee places significant weight on the CEO’s incentive award recommendations, but the Committee independently reviewed and approved those recommendations.

  106. FINAL ANNUAL INCENTIVE PAYOUTS

    FINAL ANNUAL INCENTIVE PAYOUTS Based on the 2023 corporate financial and individual performance results and decisions described above, the Committee (as well as the Board in the case of Messrs. Stein and O’Haver) approved final annual incentive award payouts to the NEOs for 2023 as follows:

  107. FINAL ANNUAL INCENTIVE PAYOUTS

    | Name | Total Paid | Target | Total as a % of Target | | Clint E. Stein | $1,269,600 | $1,380,000 | 92% | | Ron L. Farnsworth | $419,520 | $456,000 | 92% | | Cort L. O’Haver | $1,250,000 | $1,250,000 | 100% | | Christopher M. Merrywell | $636,000 | $600,000 | 106% | | Torran B. Nixon | $726,100 | $685,000 | 106% | | Aaron James Deer | $231,840 | $252,000 | 92% |

  108. EQUITY AWARDS

    EQUITY AWARDS Our 2018 Equity Incentive Plan provides for the grant of restricted stock, incentive stock options, nonqualified stock options, restricted stock units and stock appreciation rights. We believe executive officers and other key management positions should have a meaningful portion of their competitive total compensation opportunity linked to shareholder return, which is directly tied to our long-term vision of growth, stability, asset quality and our commitment to a personalized relationship banking approach. Long-term incentives take the form of equity awards that are intended to align the interests of the executive with those of our shareholders by encouraging ownership of our common stock and tying value to the long-term market value of the Company’s stock. These awards also serve to promote an executive’s continued service to the organization by vesting over a period of years and encourage sound risk management by providing a balanced view of performance and aligning awards with the longer-term time horizon of risk outcomes. Our 2023 long-term incentive compensation consisted of a combination of (i) performance-based restricted stock units (“Performance Stock Units” or “PSUs”) that are earned and vest at the end of a three-year performance period and (ii) service-based restricted stock units (“Restricted Stock Units” or “RSUs”). At the Closing, we assumed Umpqua Holdings Corporation’s shareholder-approved equity plan and the outstanding equity awards under such plan. Equity awards to Messrs. Farnsworth and Nixon, and a portion of the awards to Mr. O’Haver, discussed in this section were issued under the Umpqua plan and converted into Columbia awards as discussed above. Under the O’Haver Letter Agreement, Mr. O’Haver is entitled to receive an annual equity award equal in grant date value to 200% of base salary, resulting in long-term incentive awards equal to $2.5 million for 2023. After receiving regulatory approval and setting the Closing date, and in accordance with relevant Merger Agreement provisions, Umpqua granted such award in February 2023 with 60% PSUs and 40% RSUs. In addition, under the O’Haver Letter Agreement, we granted a synergy integration award with a grant date fair value of $5,000,000 and vesting in three installments, commencing on the Executive Chair Systems Conversion Date and on each of the first and second anniversaries thereof, subject to his continued employment through each such date. In March 2023, the Committee met to discuss Mr. Stein’s possible synergy award. The Stein Employment Agreement, effective at Closing, provided that the Board would consider a synergy integration or similar award to support a successful Merger integration. Unlike Mr. O’Haver’s synergy integration award, the vesting terms of which were established in October 2021 in the O’Haver Letter Agreement and were tied to the Systems Conversion, the Committee determined that Mr. Stein’s synergy integration award should focus on long-term Company performance and, therefore, should be in the form of performance-based awards with the same performance measures as the PSUs that were granted to him in February 2023. Accordingly, the Board determined to increase the total value of Mr. Stein’s 2023 equity awards from $2.3 million to $3.0 million, which the Committee also noted is the market median annual long-term incentive for CEOs in the peer group. The Committee determined that the additional synergy award amount should be entirely performance-based which would result in an overall 70% performance-based / 30% service-based mix for the 2023 long-term incentive reflected below. The Stein Employment Agreement provides for a maximum of annual long-term incentives at 60% performance-based, but Mr. Stein agreed to waive such condition for 2023. In February 2023, Columbia and Umpqua granted PSUs that are to be earned and vest at the end of the three fiscal year performance period ending December 31, 2026, based on achievement levels of our TSR and our ROTCE compared to the Peer Group. The NEOs also received RSUs that vest ratably over three years subject to continued service. The Committee set these long-term incentive targets based on peer and market data for similar positions. The mix of equity awards in 2023, including awards granted by Umpqua Holdings Corporation and assumed by Columbia with the Merger was:

  109. EQUITY AWARDS

    | | PSUs | RSUs | Synergy | | Clint E. Stein | 70% | 30% | - | | Ron L. Farnsworth | 60% | 40% | - | | Cort L. O’Haver | 21% | 14% | 65% | | Christopher M. Merrywell | 60% | 40% | - | | Torran B. Nixon | 60% | 40% | - | | Aaron James Deer | 50% | 50% | - |

  110. EQUITY AWARDS

    The following table presents grant date fair value of equity awards (with PSUs at target performance) granted in 2023 by Umpqua and the Company as a percentage of base salary for each of the NEOs:

  111. EQUITY AWARDS

    | | PSUs as a % of 2023 Base Salary | RSUs as a % of 2023 Base Salary | Synergy Award as a % of 2023 Base Salary | Total Opportunity as a % of 2023 Base Salary | | Clint E. Stein | 185% | 80% | - | 265% | | Ron L. Farnsworth | 101% | 67% | - | 168% | | Cort L. O’Haver | 134% | 90% | 400% | 624% | | Christopher M. Merrywell | 100% | 67% | - | 167% | | Torran B. Nixon | 96% | 64% | - | 160% | | Aaron James Deer | 30% | 30% | - | 60% |

  112. EQUITY AWARDS

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

  113. EQUITY AWARDS

    | Performance Goals | Relative TSR /Relative ROTCE Performance | Percentage of Target Award Earned | | Minimum | Below 50% | 0% | | Threshold | At 50% | 50% | | Target | At 100% | 100% | | Maximum | At or above 150% | 150% |

  114. EQUITY AWARDS

    Award achievement in the event of performance at levels between Threshold and Target and between Target and Maximum will be based on straight-line interpolation between such levels. For example, performance of 80% or 111% will result in 80% or 111%, respectively, of the award vesting. ROTCE Performance is equal to the quotient resulting from dividing Company Average ROTCE by the Peer Group Average ROTCE. Company Average ROTCE is calculated by dividing the sum of the Company’s ROTCE for 2023, 2024 and 2025 by three. Peer Group Average ROTCE is the sum of each peer company’s Peer ROTCE divided by the number of peers. Peer ROTCE is calculated in the same manner as the Company’s ROTCE—the sum of a peer’s 2023, 2024 and 2025 ROTCE divided by three. TSR Performance is equal to the quotient resulting from dividing Company TSR by the Peer Group TSR. Company TSR is sum of TSR for the Company as determined on each of the last twenty trading days of the performance period (January 1, 2023, through December 31, 2025), with each TSR measured from the grant date divided by twenty. Peer Group TSR is the median of the TSR for all peers based on each Peer Company TSR. Peer Company TSR is calculated in the same manner as Company TSR—the sum of TSR for a peer as determined on each of the last twenty trading days of the performance period, with each TSR as measured from the Grant Date, divided by twenty. Peer Group TSR is the median of the TSR for all peers based on each Peer Company TSR. TSR is the cumulative total shareholder return, assuming dividend reinvestment and expressed as a percentage return, as applied to the Company or any peer, and meaning stock price appreciation from: (A) the beginning of the performance period using the initial closing price to (B) a trading day in the twenty trading day period preceding the end of the performance period using the closing price of such company’s common stock. For example, if the Company’s Average ROTCE is 15% and the Peer Group Average ROTCE is 16%, for the 2023-2025 period, ROTCE Performance is equal to 93.75% (15 divided by 16), resulting in 93.75% award vesting. If over the same performance period the Company TSR is 20% and the Peer Group TSR is 16%, TSR Performance is 125%, resulting in 125% award vesting. When ROTCE Performance or TSR Performance matches the peer group performance, awards vest at target, or 100%.

  115. EQUITY COMPENSATION PRACTICES

    EQUITY COMPENSATION PRACTICES In general, we issue long-term equity incentives to our NEOs at the following times:

  116. EQUITY COMPENSATION PRACTICES

    | ● | Upon initial employment with the Company |

  117. EQUITY COMPENSATION PRACTICES

    | ● | In the first quarter of each year, in connection with establishing the long-term incentive compensation component of their compensation |

  118. EQUITY COMPENSATION PRACTICES

    | ● | In connection with a significant advancement or promotion or other significant change in compensation arrangements |

  119. CLAWBACK POLICIES

    | ● | The grant or payment of incentive compensation was based on materially inaccurate performance metrics or a material misrepresentation by the executive |

  120. SEVERANCE AND CHANGE-IN-CONTROL ARRANGEMENTS

    SEVERANCE AND CHANGE-IN-CONTROL ARRANGEMENTS We provide severance and change in control benefits to executives that are payable in circumstances the Committee believes are appropriate and market-competitive. The occurrence or potential occurrence of a change in control transaction can create uncertainty regarding the continued employment of our executive officers. These transactions often result in significant organizational changes, particularly at the senior executive level. We believe that change in control benefits eliminate or at least reduce any reluctance of executive officers to actively pursue potential change in control transactions that may be in the best interest of shareholders and are competitive in the industry. Change in control benefits are “double-trigger,” meaning they are payable only if the executive experiences a qualifying termination of employment in connection with a change in control of the Company. A more detailed description regarding payments under the Executive Employment Agreements is set forth below under “Post-Employment and Termination Benefits.”

  121. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table shows compensation paid or accrued in the years shown for Columbia’s Named Executives. As required by SEC rules, Columbia’s Named Executives comprise Columbia’s President and Chief Executive Officer, the two individuals who served as Chief Financial Officer during 2023, and the three other most highly paid executive officers who were serving as executive officers at the end of 2023.

  122. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | (1) | | (2) | | (3) (4) | (2) (5) | (6) | (7) | | | Clint E. Stein, President, Chief Executive Officer | 2023 | $1,150,000 | - | $3,042,229 | $1,269,600 | $218,435 | $663,986 | $6,344,250 | | | 2022 | $879,962 | - | $2,068,190 | $1,602,000 | $11,270 | $55,916 | $4,617,338 | | | 2021 | $826,462 | - | $1,481,188 | $1,111,968 | $20,467 | $90,309 | $3,530,394 | | Ron L. Farnsworth, Chief Financial Officer | 2023 | $475,000 | - | $- | $419,520 | $- | $652,031 | $1,546,551 | | Cort L. O’Haver, Executive Chairman | 2023 | $1,041,667 | - | $4,015,816 | $1,250,000 | $180,180 | $5,328,807 | $11,816,470 | | Christopher E. Merrywell, Umpqua Bank President / Retail | 2023 | $600,000 | - | $1,009,420 | $636,000 | $35,350 | $1,466,223 | $3,746,993 | | | 2022 | $505,481 | - | $585,026 | $669,500 | $- | $68,372 | $1,828,379 | | | 2021 | $454,077 | - | $469,687 | $409,860 | $- | $72,221 | $1,405,845 | | Torran B. Nixon Umpqua Bank President / Commercial | 2023 | $570,833 | - | $- | $726,100 | $59,717 | $1,918,981 | $3,275,631 | | Aaron James Deer, Former Chief Financial Officer | 2023 | $420,000 | - | $251,946 | $231,840 | $43,513 | $866,240 | $1,813,539 | | | 2022 | $417,404 | - | $349,547 | $420,000 | $2,421 | $37,074 | $1,226,446 | | | 2021 | $401,538 | - | $335,945 | $300,713 | $197 | $35,342 | $1,073,735 |

  123. 2023 SUMMARY COMPENSATION TABLE

    | (1) Mr. Farnsworth became the Chief Financial Officer, Mr. O’Haver the Executive Chairman, and Mr. Nixon the President of Commercial Banking with the Closing of the Merger on February 28, 2023. Mr. Deer served as the Company’s Chief Financial Officer until February 28, 2023, when he became the Company’s Chief Strategy and Innovation Officer with the Closing. In accordance with SEC rules, compensation shown for Messrs. Farnsworth, O’Haver, and Nixon reflect amounts earned, accrued or granted between March 1, 2023, and December 31, 2023. |

  124. 2023 SUMMARY COMPENSATION TABLE

    | (2) Amounts include elective deferrals under the 2016 Deferred Compensation Plan for Mr. Deer totaling $251,000 (with $104,000 of salary deferred and reported in the Salary column above for 2023 and $147,000 of 2022 incentive deferred, which incentive was paid in 2023 and is reported in the |

  125. 2023 SUMMARY COMPENSATION TABLE

    | Non-Equity Incentive Plan Compensation column above for 2022). The material terms of the 2016 Deferred Compensation Plan are described under “Post-Employment and Termination Benefits—Deferred Compensation Plans.” |

  126. 2023 SUMMARY COMPENSATION TABLE

    | (3) For 2023, amounts shown for Messrs. Stein, Merrywell, and Deer include (a) the grant date fair value of Restricted Stock Units granted on February 21, 2023, that vest one-third each year on February 15, 2024, 2025 and 2026, and (b) the grant date fair value of Performance Stock Units granted on February 21, 2023, for the 2023-2025 performance period (with respect to Messrs. Stein’s, Merrywell’s, and Deer’s annual Performance Stock Unit awards), and March 14, 2023 (with respect to the Performance Stock Unit component of Mr. Stein’s synergy integration award). At stretch (maximum) performance, the Performance Stock Units’ grant date fair value would be $3,183,356 for Mr. Stein, $914,115 for Mr. Merrywell, and $190,437 for Mr. Deer. For Mr. O’Haver, amount shown is the grant date fair value of Restricted Stock Units granted on March 1, 2023, one-third of which vested on April 19, 2023 (the Executive Chair Systems Conversion Date) and one-third of which vest on each of the first and second anniversaries thereof. |

  127. 2023 SUMMARY COMPENSATION TABLE

    For 2022, amounts shown include (a) the grant date fair value of Restricted Stock Units granted on February 24, 2022, that vest one-third each year on February 15, 2023, and 2024, and February 14, 2025, and (b) the grant date fair value of Performance Stock Units granted on February 24, 2022, for the 2022-2024 performance period. At stretch performance, the Performance Stock Units’ grant date fair value would be $1,570,567 for Mr. Stein, $213,179 for Mr. Deer, and $410,044 for Mr. Merrywell. For 2021, amounts shown include (a) the grant date fair value of Restricted Stock Units granted on February 25, 2021, that vest one-third each year on February 15, 2022, 2023, and 2024, and (b) the grant date fair value of Performance Stock Units granted on February 25, 2021, for the 2021-2023 performance period. At stretch performance, the Performance Stock Units’ grant date fair value would be $1,123,823 for Mr. Stein, $204,461 for Mr. Deer, and $285,960 for Mr. Merrywell.

  128. 2023 SUMMARY COMPENSATION TABLE

    | (4) The grant date fair value of stock awards was determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in footnote 4 to “2023 Grants of Plan-Based Awards” and in Note 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s 2023 Annual Report. The grant date fair value of the Restricted Stock Units granted in 2023 is based on the closing price of Columbia’s common stock on Nasdaq on the grant dates of February 21, 2023 ($30.77 per share) and March 1, 2023 ($29.95 per share). The grant date fair value of the Performance Stock Units granted in 2023 is shown at target performance and is based 50% on the closing price of Columbia’s common stock on Nasdaq on the grant dates, February 21, 2023 ($30.77 per share) and March 14, 2023 ($21.53 per share), and 50% on a fair value calculation using a Monte-Carlo simulation for the February 21, 2023 awards ($31.74 per share) and for the March 14, 2023 award ($20.74 per share). |

  129. 2023 SUMMARY COMPENSATION TABLE

    | (5) The amounts in this column reflect the annual incentive awards earned under the 2023 Annual Incentive Plan. |

  130. 2023 SUMMARY COMPENSATION TABLE

    | (6) For Mr. Stein, includes the change in actuarial present value of the accumulated projected benefit under the SERP, which is a non-cash amount that can vary significantly from year-to-year based upon assumptions underlying the actuarial calculations. Assumptions such as discount rate and retirement age are reviewed annually by the Company and are intended to be individually appropriate. The SERP is discussed in further detail under “Post-Employment and Termination Benefits —Legacy Supplemental Executive Retirement Plan.” |

  131. 2023 SUMMARY COMPENSATION TABLE

    For 2023, amounts shown include for Mr. Stein $192,940 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully vested, and $25,495 of above-market earnings on his deferred compensation accounts under the Amended and Restated Columbia Banking System, Inc. 2005 401 Plus Plan and the Columbia Banking System, Inc. 2016 401 Plus Plan, as amended (individually and collectively, “DCA”); and for Messrs. O’Haver, Merrywell, Nixon and Deer, $180,180, $35,350, $59 717 and $43,513 of above-market earnings on DCA or other deferred compensation accounts. For 2022, amounts shown include: for Mr. Stein, $(719,501) of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully vested, and $11,270 of above-market earnings on his DCA; and for Mr. Deer, $2,421 of above-market earnings on his DCA. Since the changes in actuarial present value of projected benefit under the SERP for Mr. Stein were negative, they are not reflected in the sums reported in this column in accordance with SEC rules. For 2021, amounts shown include: for Mr. Stein, $11,895 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully vested, and $8,572 of above-market earnings on his DCA; and for Mr. Deer, $197 of above-market earnings on his DCA.

  132. 2023 SUMMARY COMPENSATION TABLE

    | (7) The aggregate amount of perquisites and other personal benefits for the NEOs was less than $10,000 and are therefore not disclosed. |

  133. 2023 SUMMARY COMPENSATION TABLE

    For 2023, amount shown for Mr. Stein includes the cash component of his synergy integration award which equals $550,000 and was paid on April 19, 2023 in connection with the completion of the Systems Conversion; $13,200 in 401(k) plan matching contributions; $6,600 in 401(k) discretionary contributions; $1,436 in split dollar life insurance premiums; $6,606 in split dollar bonus earnings; $85,254 in accrued dividends on unvested Performance Stock Units; and $890 in Company contributions to his Unit Plan. Unit Plans are described in further detail under “Post-Employment and Termination Benefits —Unit Plans.” For 2023, amount shown for Mr. Farnsworth includes the vested portion of a cash retention award granted pursuant to the terms of the Farnsworth Letter Agreement which equals $612,000 and was paid on April 19, 2023 in connection with the completion of the Systems Conversion; $13,200 in 401(k) plan matching contributions; $6,600 in 401(k) discretionary contributions; and $20,231 in accrued dividends on unvested Performance Stock Units. For 2023, amount shown for Mr. O’Haver includes $5,250,000 contributed into a deferred compensation account pursuant to the terms of the O’Haver Letter Agreement, $13,200 in 401(k) plan matching contributions, $6,600 in 401(k) discretionary contributions, and $59,007 in accrued dividends on unvested Performance Stock Units. For 2023, amount shown for Mr. Merrywell includes $1,030,000 credited to a deferred compensation pursuant to the terms of the Merrywell Letter Agreement, which vests 50% on each of February 28, 2024 and February 28, 2025; the vested portion of a cash retention award granted pursuant to the terms of the Merrywell Letter Agreement, which equals $340,000 and was paid on April 19, 2023 in connection with the completion of the Systems Conversion; $13,200 in 401(k) plan matching contributions; $6,600 in 401(k) discretionary contributions; $3,903 in split dollar life insurance premiums, $1,380 in split dollar bonus earnings; $21,058 in accrued dividends on unvested Performance Stock Units; and $50,082 in Company contributions to his two Unit Plans.

  134. 2023 SUMMARY COMPENSATION TABLE

    | For 2023, amount shown for Mr. Nixon includes $1,740,000 credited to a deferred compensation account pursuant to the terms of the Nixon Letter Agreement, which vests 50% on each of February 28, 2024 and February 28, 2025; the vested portion of a cash retention award granted pursuant to the terms of the Nixon Letter Agreement, which equals $136,000 and was paid on April 19, 2023 in connection with the completion of the Systems Conversion; $13,200 in 401(k) plan matching contributions; $6,600 in 401(k) discretionary contributions; and $23,181 in accrued dividends on unvested Performance Stock Units. |

  135. 2023 SUMMARY COMPENSATION TABLE

    | For 2023, amount shown for Mr. Deer includes $840,000 credited to a deferred compensation account pursuant to the terms of the Deer Letter Agreement, which vests 50% on each of February 28, 2024 and February 28, 2025; $13,200 in 401(k) plan matching contributions; $6,600 in 401(k) discretionary contributions; $1,579 in split dollar life insurance premiums; $474 in split dollar bonus earnings; and $4,387 in accrued dividends on unvested Performance Stock Units. |

  136. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  137. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Clint E. Stein | 3/20/23 | 552,000 | 1,380,000 | 2,760,000 | | | | | | | | 2/21/23 | | | | 22,424 | 44,848 | 67,272 | 29,899 | 2,321,716 | | | 3/14/23 | | | | 17,046 | 34,091 | 51,137 | | 720,513 | | Ron L. Farnsworth | 3/20/23 | 182,400 | 456,000 | 912,000 | | | | | | | Cort L. O’Haver | 3/20/23 | - | 1,250,000 | 2,500,000 | | | | | | | | 3/1/23 | | | | | | | 134,084 | 4,015,816 | | Christopher M. Merrywell | 3/20/23 | 240,000 | 600,000 | 1,200,000 | | | | | | | | 2/21/23 | | | | 9,749 | 19,498 | 29,247 | 13,000 | 1,009,420 | | Torran B. Nixon | 3/20/23 | 274,000 | 685,000 | 1,370,000 | | | | | | | Aaron James Deer | 3/20/23 | 100,800 | 252,000 | 504,000 | | | | | | | | 2/21/23 | | | | 2,031 | 4,062 | 6,093 | 4,062 | 251,946 |

  138. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Represents the possible range of cash incentive payouts under the 2023 Annual Incentive Plan. Actual amounts earned, as determined by the Committee in the first quarter of 2024, are reflected in the 2023 Summary Compensation Table under Non-Equity Incentive Plan Compensation. See “Compensation Decisions—Elements of 2023 Compensation—Annual Incentive Plan.” |

  139. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) Represents the possible range of Performance Stock Units granted on February 21, 2023, and to Mr. Stein on March 14, 2023, under the 2018 Equity Incentive Plan. Actual amounts of Performance Stock Units earned will be based on achieving relative ROTCE and TSR compared to the peer group as determined by the Committee, in each case over the 2023–2025 performance period. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Company common stock covered by the Performance Stock Units between the grant date and the settlement date will not be paid until the Performance Stock Units vest and are settled. See “Compensation Decisions—Elements of 2023 Compensation—Equity Awards.” |

  140. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) Represents the number of Restricted Stock Units granted (a) to Messrs. Stein, Merrywell, and Deer on February 21, 2023 that vest one-third each year on February 15, 2023, 2024, and 2025 and (b) to Mr. O’Haver on March 1, 2023 that vested 33% on April 19, 2023 and will vest 33% on each of the first and second anniversaries thereof. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Company common stock covered by the Restricted Stock Units between the grant date and the settlement date will not be paid until the Restricted Stock Units vest and are settled. |

  141. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) Amounts shown represent the grant date fair value of Restricted Stock, Restricted Stock Units and Performance Stock Units granted on February 21, 2023, March 1, 2023 and March 14, 2023, determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in Note 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2023, included in the Company’s 2023 Annual Report. The grant date fair value of the Restricted Stock Units granted in 2023 is based on the closing price of Columbia’s common stock on Nasdaq on the grant dates of February 21, 2023 ($30.77 per share) and March 1, 2023 ($29.95 per share). The grant date fair value of the Performance Stock Units granted in 2023 is shown at target performance and is based 50% on the closing price of Columbia’s common stock on Nasdaq on the grant dates, February 21, 2023 ($30.77 per share) and March 14, 2023 ($21.53 per share), and 50% on a fair value calculation using a Monte-Carlo simulation for the February 21, 2023 awards ($31.74 per share) and for the March 14, 2023 award ($20.74 per share). |

  142. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

  143. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | (1) | (1) | (2) | (1) | (1)(2) | | Clint E. Stein | 88,335 | 2,356,778 | 78,939 | 2,106,093 | | Ron L. Farnsworth | 39,694 | 1,059,036 | 18,732 | 499,770 | | Cort L. O’Haver | 245,363 | 6,546,285 | 54,636 | 1,457,688 | | Christopher M. Merrywell | 29,667 | 791,516 | 19,498 | 520,207 | | Torran B. Nixon | 60,352 | 1,610,191 | 21,464 | 572,660 | | Aaron James Deer | 14,636 | 390,488 | 4,062 | 108,374 |

  144. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (1) For Mr. Stein, represents: PSUs granted on February 25, 2021, that converted to 15,720 RSUs with the Merger and vested on January 1, 2024; 2,585 RSUs granted on February 25, 2021, that vested on February 15, 2024; 9,518 RSUs granted on February 24, 2022, that vested 50% on February 15, 2024 and will vest 50% on February 14, 2025; PSUs granted on February 24, 2022, that converted to 30,613 RSUs with the Merger and vest on January 1, 2025; and 29,899 shares of RSUs granted on February 21, 2023, that vested one-third on February 15, 2024 and will vest one-third on each of February 15, 2025 and February 15, 2026 |

  145. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | For Mr. Farnsworth, represents: PSUs granted on March 8, 2021, that converted to 5,351 RSUs with the Merger and vested on January 1, 2024; PSUs granted on March 8, 2021, that converted to 6,194 RSUs with the Merger and vested on March 8, 2024; 3,568 RSUs granted on March 8, 2021, that vested on March 8, 2024; 12,093 RSUs granted on February 28, 2022, that vested 50% on February 28, 2024 and will vest 50% on February 28, 2025; and12,488 RSUs granted on February 21, 2023, that vested one-third on February 15, 2024 and will vest one-third on each of February 15, 2025 and February 15, 2026. |

  146. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | For Mr. O’Haver, represents: PSUs granted on March 8, 2021, that converted to 24,207 RSUs with the Merger and vested on January 1, 2024; PSUs granted on March 8, 2021, that converted to 28,020 RSUs with the Merger and vested on March 8, 2024; 6,916 RSUs granted on March 8, 2021, that vested on March 8, 2024; 39,069 RSUs granted on February 28, 2022, that vested 50% on February 28, 2024 and will vest 50% on February 28, 2025; 36,424 RSUs granted on February 21, 2023, that vested one-third on February 15, 2024 and will vest one-third on each of February 15, 2025 and February 15, 2026; 21,388 synergy Performance Stock Units granted on February 21, 2023, that vest 50% on each of April 19, 2024 and April 19, 2025; and 89,389 synergy Performance Stock Units granted on March 1, 2023, that vest 50% on each of April 19, 2024 and April 19, 2025. |

  147. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | For Mr. Merrywell, represents: PSUs granted on February 25, 2021, that converted to 4,000 RSUs with the Merger and vested on January 1, 2024; 1,329 RSUs granted on February 25, 2021, that vested on February 15, 2024; 3,346 RSUs granted on February 28, 2022, that vested 50% on February 15, 2024, and will vest 50% on February 1, 2025; PSUs granted on February 24, 2022, that converted to 7,992 RSUs with the Merger and vest on January 1, 2025; and 13,000 RSUs granted on February 21, 2023, that vested one-third on February 15, 2024, and will vest one-third on each of February 15, 2025, and February 15, 2026. |

  148. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | For Mr. Nixon, represents: PSUs granted on March 8, 2021, that converted to 9,057 RSUs with the Merger and vested on January 1, 2024; PSUs granted on March 8, 2021, that converted to 10,483 RSUs with the Merger and vested on March 8, 2024; 6,038 RSUs granted on March 8, 2021, that vested on March 8, 2024; 20,465 RSUs granted on February 28, 2022, that vested 50% on February 28, 2024, and the remaining 50% that vest on February 28, 2025; and 14,309 RSUs granted on February 21, 2023, that vested one-third on February 15, 2024, and will vest one-third on each of February 15, 2025, and February 15, 2026. |

  149. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | For Mr. Deer, represents: PSUs granted on February 25, 2021, that converted to 2,860 RSUs with the Merger and vested on February 15, 2024; 951 RSUs granted on February 25, 2021, that vested on January 1, 2024; 2,608 RSUs granted on February 28, 2022, that vested 50% on February 15, 2024, and will vest 50% on February 15, 2025; PSUs granted on February 28, 2022, that converted to 4,155 RSUs with the Merger and vest on January 1, 2025; and 4,062 RSUs granted on February 21, 2023, that vested one-third on February 15, 2024 and will vest one-third on each of February 15, 2025 and February 15, 2026. |

  150. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (2) Amounts shown are calculated using the closing price of Columbia’s common stock on Nasdaq on December 29, 2023 ($26.68 per share). |

  151. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (3) Actual amounts vested and earned, if any, depend on actual performance against the performance measures for the 2023–2025 performance period that ends December 31, 2025. For Mr. Stein, represents: 44,848 PSUs granted on February 21, 2023 and 34,091 synergy PSUs granted on March 14, 2023. For Mr. Farnsworth represents: 18,732 PSUs granted on February 21, 2023. For Mr. O’Haver, represents: 54,636 PSUs granted on February 21, 2023. For Mr. Merrywell, represents: |

  152. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | 19,498 PSUs granted on February 21, 2023. For Mr. Nixon, represents: 21,464 PSUs granted February 21, 2023. For Mr. Deer, represents: 4,062 PSUs granted on February 21, 2023. |

  153. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED

  154. 2023 OPTION EXERCISES AND STOCK VESTED

    | Name | Stock Awards Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Clint E. Stein | 23,096 | 701,330 | | Ron L. Farnsworth | 25,653 | 743,078 | | Cort L. O’Haver | 144,015 | 3,808,795 | | Christopher M. Merrywell | 8,396 | 254,439 | | Torran B. Nixon | 36,010 | 1,042,318 | | Aaron James Deer | 6,007 | 189,506 |

  155. 2023 OPTION EXERCISES AND STOCK VESTED

    | (1) For Mr. Stein, represents the fair market value of 2,284 shares of Restricted Stock granted in 2019 that vested on March 27, 2023; 3,134 shares of Restricted Stock Units granted in 2020 that vested on February 15, 2023; 10,332 shares of Performance Stock Units granted in 2020 that vested on February 21, 2023; 2,585 shares of Restricted Stock Units granted in 2021 that vested on February 15, 2023; and 4,761 shares of Restricted Stock Units granted in 2022 that vested on February 15, 2023. |

  156. 2023 OPTION EXERCISES AND STOCK VESTED

    | For Mr. Farnsworth, represents the fair market value of 4,004 shares of Restricted Stock Units granted in 2020 that vested on March 2, 2023; 3,568 shares of Restricted Stock Units granted in 2021 that vested on March 8, 2023; 12,035 shares of Performance Stock Units granted in 2020 that vested on March 2, 2023; and 6,046 Restricted Stock Units granted in 2022 that vested on March 1, 2023. |

  157. 2023 OPTION EXERCISES AND STOCK VESTED

    | For Mr. O’Haver, represents the fair market value of 44,695 shares of Performance Stock Units granted in 2023 that vested on April 19, 2023; 10,669 shares of Performance Stock Units granted in 2023 that vested on April 19, 2023; 7,761 shares of Restricted Stock Units granted in 2020 that vested on March 2, 2023; 6,916 shares of Restricted Stock Units granted in 2021 that vested on March 8, 2023; 54,440 shares of Performance Stock Units granted in 2020 that vested on March 2, 2023; and 19,534 Restricted Stock Units granted in 2022 that vested on March 1, 2023. |

  158. 2023 OPTION EXERCISES AND STOCK VESTED

    | For Mr. Merrywell, represents the fair market value of 988 shares of Restricted Stock granted in 2019 that vested on March 27, 2023; 1,632 shares of Restricted Stock Units granted in 2020 that vested on February 15, 2023; 2,772 shares of Performance Stock Units granted in 2020 that vested on February 21, 2023; 1,329 shares of Restricted Stock Units granted in 2021 that vested on February 15, 2023; and 1,675 shares of Restricted Stock Units granted in 2022 that vested on February 15, 2023. |

  159. 2023 OPTION EXERCISES AND STOCK VESTED

    | For Mr. Nixon, represents the fair market value of 4,928 shares of Restricted Stock Units granted in 2020 that vested on March 2, 2023; 6,038 shares of Restricted Stock Units granted in 2021 that vested on March 8, 2023; 14,812 shares of Performance Stock Units granted in 2020 that vested on March 2, 2023; and 10,232 Restricted Stock Units granted in 2022 that vested on March 1, 2023. |

  160. 2023 OPTION EXERCISES AND STOCK VESTED

    | For Mr. Deer, represents the fair market value of 1,393 shares of Restricted Stock Units granted in 2020 that vested on February 15, 2023; 2,358 shares of Performance Stock Units granted in 2020 that vested on February 21, 2023; 951 Restricted Stock Units granted in 2021 that vested on February 15, 2023; and 1,305 shares of Restricted Stock Units granted in 2022 that vested on February 15, 2023. |

  161. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION

  162. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Clint E. Stein | — | — | 56,295 | — | 664,544 | | Ron L. Farnsworth | — | — | — | — | — | | Cort L. O’Haver | — | 5,250,000 | 407,486 | — | 5,657,486 | | Christopher M. Merrywell | — | 1,030,000 | 79,945 | — | 1,109,945 | | Torran B. Nixon | — | 1,740,000 | 135,053 | — | 1,875,053 | | Aaron James Deer | 251,000 | 840,000 | 97,957 | — | 1,374,747(7) |

  163. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (1) An amount was deferred in 2023 under the 2016 Deferred Compensation Plan, which is described below under “Deferred Compensation Plans.” The amount for Mr. Deer is reflected in the salary and non-equity incentive plan compensation columns of the Summary Compensation Table. |

  164. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (2) The amount was deferred in 2023 under the 2023 Deferred Compensation Plan for Messrs. O’Haver, Merrywell, Nixon, and Deer, which is described below under “Deferred Compensation Plans.” The amounts for Messrs. O’Haver, Merrywell, Nixon, and Deer are reflected in the all other compensation column of the Summary Compensation Table. |

  165. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (3) The interest rate during the 2023 fiscal year was the three-month term SOFR rate plus 3.84%. The Plan Administrator annually reviews for appropriateness the calculation of the rate of interest (the “Interest Crediting Rate”) that is applied to a participant’s DCA in the applicable deferred compensation plan. The Interest Crediting Rate is adjusted quarterly for fluctuations in the three-month term SOFR rate. Plan participants are notified of any adjustments to the Interest Crediting Rate. |

  166. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | On the last date of each month, each participant’s DCA is credited with an amount equal to the product of (i) one-twelfth (1/12th) of the Interest Crediting Rate for the quarter in which such month occurs, times (ii) the average balance of the DCA in the DCA for that month. The credited amount is treated as part of the credit balance for all purposes under each of the deferred compensation plans. As used herein, the average balance in a DCA for a month is equal to the quotient determined by dividing (i) the sum of the credit balance in the DCA at the close of business each day in the calendar month, by (ii) the number of days in such month. |

  167. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (4) For Mr. Stein, includes amounts previously reported in the Summary Compensation Table for 2022 ($31,811), 2021 ($97,786), 2020 ($53,789), 2019 ($52,088), 2018 ($56,891), 2017 ($39,323), 2016 ($47,346), 2015 ($41,223), 2014 ($35,132), 2013 ($25,407) and 2012 ($16,005). For Mr. Deer includes amounts previously reported in the Summary Compensation Table for 2022 ($6,856) and 2021 ($29,447). |

  168. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS

  169. 2023 PENSION BENEFITS

    | Name | Plan Name(1) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Clint E. Stein | SERP | 18 | 1,783,280 | — |

  170. 2023 PENSION BENEFITS

    | (1) Under the terms of the SERP, executives must, in addition to other conditions, be fully vested to receive benefits. Full vesting is based on a 20-year schedule. Mr. Stein will first become eligible to receive vested benefits upon a voluntary termination at age 55. Named Executives must have at least ten years of service with the Company and have reached age 55 in order to receive benefits upon a voluntary termination that occurs prior to reaching the standard retirement age of 65. |

  171. 2023 PENSION BENEFITS

    | (2) The estimated maximum annual retirement benefit payable under the SERP for Mr. Stein upon achieving age 65 is $270,000 assuming a single life annuity. Amount presented is calculated using a discount rate of 5.02%. |

  172. 2023 PENSION BENEFITS

    Legacy Supplemental Executive Retirement Plan. Over the years, Columbia has maintained a SERP for certain executive officers of Columbia to provide retirement benefits to those officers. Where a participant has 20 years of service and is therefore fully vested, the SERP is designed to provide lifetime retirement benefits equal to 60% of the average of the three highest years of base salary (which we refer to as the “SERP formula”), with an annual two percent cost of living adjustment to benefit payments. Prior to 2015, the SERP benefits available to each participant were calculated based on a fixed dollar amount set forth in the Named Executive’s SERP, which was intended to approximate the SERP formula. In 2015, in order to better account for fluctuations in the participant’s base salary over time, the Company amended the SERP to provide that the SERP benefit available to each participant would instead equal the SERP formula described above. On September 27, 2017, the Committee approved an amendment to the SERP, which revised the vesting schedule from vesting on an annual basis to vesting on a monthly basis in order to conform vesting to the methodology for determining early retirement benefits under the SERP. Each SERP includes a number of restrictions on payment, including a requirement, subject to certain exceptions, that the Named Executive attain age 65. Each Named Executive’s SERP includes a number of potential adjustments to the date on which retirement payments are initiated and to the amount of the Named Executive’s benefit. These potential adjustments include provisions for early retirement subject to the early commencement reduction factor of 5% for each year that the benefit is paid prior to reaching age 65, payable upon reaching age 55, with a minimum of ten years of credited service, and a 2% annual inflation adjustment to benefit payments. Named Executives terminated pursuant to a change-in-control of Columbia will be vested in the benefit that the executive would have received had the Named Executive remained employed by Columbia until reaching the normal retirement age. In the event the Named Executive becomes disabled, the executive will be 100% vested, regardless of tenure. Other potential SERP adjustments include an elimination of benefits if the Named Executive violates non-competition requirements or if the Named Executive is terminated for cause or resigns voluntarily before reaching the normal retirement age and does not have ten years of service or before achieving 100% vesting. Under the terms of each SERP, the Named Executive and the Company will cooperate and use all reasonable efforts, in compliance with applicable law, to minimize the amount of any excise tax imposed by Section 4999 of the Internal Revenue Code. The SERP is unsecured and unfunded and there are no plan assets. Columbia has purchased Bank-Owned Life Insurance (“BOLI”) policies on the lives of the Named Executives and other officers and intends to use income from these policies to offset SERP benefit expenses. The BOLI policies, through the split dollar life insurance agreements with the Named Executives, provide a death benefit equal to three times the executive’s then current base salary and approximately ten times the projected benefit at normal retirement age of the executive’s SERP. The agreements take into account any other life insurance policies purchased by and owned by the Company that pay benefits to the participant’s beneficiary at death. This split dollar benefit is payable to the Named Executive’s beneficiaries if the executive dies while employed with the Company, in which case the executive (and his or her beneficiaries) would not be entitled to any benefits under the SERP. If the Named Executive retires or terminates employment for any reason other than death, then the executive and his or her beneficiaries forfeit any benefits under the split dollar agreement, and all proceeds from the BOLI policies are instead paid to the Company. The income generated from the BOLI policies is projected to, on a cumulative basis, substantially offset the ongoing costs of the SERP program. This projection includes assumptions related to future BOLI policy performance, Umpqua Bank’s cost of funds and discount rates applicable to the SERP program. Any excess revenue generated from the BOLI will be used to offset other employee benefit costs. BOLI is not a permissible bank investment but BOLI may be purchased in order to offset employee benefit expenses pursuant to the authority granted by the “Interagency Statement on the Purchase and Risk Management of Life Insurance,” dated December 7, 2004 and described for State-Chartered Federal Reserve member banks in Supervisory Letter SR 04-19. As described below, the Company had entered into a Unit Plan with Mr. Stein in 2008 and gave Mr. Stein $24,996 a year for 10 years provided he remained employed through January 2018. Mr. Stein has fully vested in this benefit but elected to delay receipt until separation of service. In 2013, the Company entered into a SERP with Mr. Stein, which awarded the participant 60% of the average three highest years of base salary at normal retirement. For purposes of calculating the benefit, his salary was frozen at $450,000 in 2019. Payments under the Unit Plan were postponed until benefits are drawn from the SERP (and the SERP benefits will be reduced by the amount that is attributable to the respective Unit Plan).

  173. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following is a discussion regarding the post-employment and termination arrangements currently in place for the Named Executives. The amounts are based on the maximum amounts that could be paid under these arrangements.

  174. CEO PAY RATIO

    CEO PAY RATIO Set forth below is the total annual compensation for 2023 of Mr. Stein, the median of the total annual compensation of our employees (other than Mr. Stein) and the ratio of those two values:

  175. CEO PAY RATIO

    | CEO Total Annual Compensation as reported in the Summary Compensation Table (A) | Median Total Annual Compensation of Our Employees (B) | Ratio of (A) to (B) | | $6,981,970 | $69,735 | 100 to 1 |

  176. CEO PAY RATIO

    To identify our median employee, we used our entire employee population as of December 31, 2023. We measured compensation based on total gross pay for 2023 as reported to the Internal Revenue Service on Form W-2 for 2023 and annualized the compensation of all regular employees hired or rehired during 2023. In accordance with SEC rules, after identifying our median employee, we calculated 2023 total annual compensation for both our median employee and Mr. Stein using the same methodology that we use to determine our Named Executives’ total annual compensation for the Summary Compensation Table. This calculation produced the ratio shown in the table above.

  177. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  178. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The Company believes in the importance of maintaining a strong link between executive pay and company performance. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. The Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For a complete description regarding the Company’s compensation program, please see “Compensation Discussion & Analysis.” The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs, including with respect to Restricted Stock Units and Performance Stock Units. The following table sets forth the compensation for our CEO and the average compensation for our other NEOs, each as reported in the Summary Compensation Table and with certain adjustments to reflect compensation actually paid, as defined and computed in accordance with SEC rules. The table also provides information with respect to Company TSR, average TSR for the Company’s peer group, Net Income and the Company’s selected performance measure, Operating PPNR.

  179. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for non-PEO NEOs (3) ($) | Average Compensation Actually Paid to non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Operating PPNR ($) | | | | | | | Total Share- holder Return ($) | Peer Group Total Share- holder Return ( 5) ($) | | | | 2023 | 6,344,250 | 6,059,063 | 4,439,837 | 5,321,778 | 77.99 | 106.87 | 348,715,000 | 909,667,000 | | 2022 | 4,617,338 | 3,995,926 | 1,294,835 | 1,241,285 | 82.88 | 106.01 | 250,128,000 | 344,995,000 | | 2021 | 3,530,394 | 2,582,770 | 1,148,579 | 931,077 | 86.58 | 117.08 | 202,490,000 | 281,926,000 | | 2020 | 3,574,309 | 2,927,968 | 1,167,507 | 809,584 | 92.24 | 92.49 | 153,532,000 | 278,362,000 |

  180. PAY VERSUS PERFORMANCE TABLE

    | (1) Represents total compensation for Mr. Stein as reported in the Summary Compensation Table. |

  181. PAY VERSUS PERFORMANCE TABLE

    | (2) The following supplemental table presents a reconciliation of Mr. Stein’s Summary Compensation Table total to the compensation actually paid, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by Mr. Stein during the applicable year. |

  182. PAY VERSUS PERFORMANCE TABLE

    | (3) Includes the average total compensation for Messrs. Farnsworth, O’Haver, Merrywell, Nixon, and Deer in 2023; and Messrs. Deer, Eid, Merrywell, and McDonald in 2022 and 2021. Total compensation for non-PEO NEOs are as reported in the Summary Compensation Table. |

  183. PAY VERSUS PERFORMANCE TABLE

    | (4) The following supplemental table presents a reconciliation of the average non-PEO NEO Summary Compensation Table total to the compensation actually paid, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by the non-PEO NEOs during the applicable year. |

  184. PAY VERSUS PERFORMANCE TABLE

    | (5) The peer group for this purpose is the KRX. |

  185. PAY VERSUS PERFORMANCE TABLE

    | * A non-GAAP financial measure. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure. |

  186. PAY VERSUS PERFORMANCE TABLE

    | | | Clint Stein | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total ($) | 6,344,250 | 4,617,338 | 3,530,394 | 3,574,309 | | Change in Pension Value and Above Market Nonqualified Deferred Compensation in Summary Compensation Table ($) | (192,940) | — | (11,895) | (574,126) | | Pension Service Cost ($) | 67,004 | 116,334 | 122,839 | 90,492 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year ($) | (3,042,229) | (2,068,190) | (1,481,188) | (1,277,308) | | Fair Value at Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Covered Fiscal Year ($) | 3,033,973 | 1,443,589 | 729,368 | 1,147,057 | | Change in Fair Value from Prior Fiscal Year-End to Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($) | (36,891) | (153,015) | (413,518) | (22,339) | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year that Vested during Covered Fiscal Year ($) | — | — | — | — | | Change in Fair Value as of Vesting Date from Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Covered Fiscal Year ($) | (114,104) | 39,870 | 106,770 | (10,117) | | Dividends or Other Earnings Paid on Option Awards and Stock Awards during Covered Fiscal Year Prior to Vesting Date ($) | — | — | — | — | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Covered Fiscal Year ($) | — | — | — | — | | Compensation Actually Paid ($) | 6,059,063 | 3,995,926 | 2,582,770 | 2,927,968 |

  187. PAY VERSUS PERFORMANCE TABLE

    | | Non-CEO NEO Averages | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total ($) | 4,439,837 | 1,294,835 | 1,148,579 | 1,167,507 | | Change in Pension Value and Above Market Nonqualified Deferred Compensation in Summary Compensation Table ($) | 60,815 | — | (41,180) | (291,493) | | Pension Service Cost ($) | — | 55,668 | 56,288 | 54,442 | | Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year ($) | (1,055,436) | (375,805) | (344,728) | (284,028) | | Fair Value at Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Covered Fiscal Year ($) | 1,721,588 | 278,227 | 185,874 | 277,804 |

  188. PAY VERSUS PERFORMANCE TABLE

    | | Non-CEO NEO Averages (cont.) | | | | | | 2023 | 2022 | 2021 | 2020 | | Change in Fair Value from Prior Fiscal Year-End to Covered Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years ($) | (84,422) | (32,415) | (110,456) | (11,504) | | Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year that Vested during Covered Fiscal Year ($) | 246,481 | — | — | — | | Change in Fair Value as of Vesting Date from Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Covered Fiscal Year ($) | (7,085) | 20,774 | 36,700 | (6,109) | | Dividends or Other Earnings Paid on Option Awards and Stock Awards during Covered Fiscal Year Prior to Vesting Date ($) | — | — | — | — | | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions during Covered Fiscal Year ($) | — | — | — | (97,035) | | Compensation Actually Paid ($) | 5,321,778 | 1,241,285 | 931,077 | 809,584 |

  189. COLB & PEER TSR VS. COMPENSATION ACTUALLY PAID

    COLB & PEER TSR VS. COMPENSATION ACTUALLY PAID Additionally, the following graph compares the trend in compensation actually paid to Net Income over the four most recent fiscal years. This illustrates that our compensation generally moves directionally with our Net Income.

  190. COLB NET INCOME VS. COMPENSATION ACTUALLY PAID

    COLB NET INCOME VS. COMPENSATION ACTUALLY PAID Finally, the graph below compares the trend in compensation actually paid to Operating PPNR* over the four most recent fiscal years. This illustrates that our compensation generally moves directionally with our Operating PPNR.

  191. COLB OPERATING PPNR VS. COMPENSATION ACTUALLY PAID

    COLB OPERATING PPNR VS. COMPENSATION ACTUALLY PAID

  192. COLB OPERATING PPNR VS. COMPENSATION ACTUALLY PAID

    | * A non-GAAP financial measure. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure. |

  193. VOTE REQUIRED AND BOARD RECOMMENDATION

    INFORMATION ABOUT EXECUTIVE OFFICERS The following is information as of the Record Date of March 11, 2024, about our executive officers who are not directors or nominees for director of Columbia, including employment history for the last five years. All executive officers are appointed annually and serve at the discretion of the Board. Drew Anderson, age 38, serves as Chief Administrative Officer of Columbia and Executive Vice President, Chief Administrative Officer of Umpqua Bank, positions he has held, respectively, since March 1, 2023 and September 30, 2022. He joined Umpqua Bank in 2010 as an auditor, holding a number of increasingly senior roles including Director of Investor Relations and Chief Data Officer. He was promoted to the new position of Senior Vice President, Chief Administrative Officer of Umpqua and Umpqua Bank in June 2021. Kumi Yamamoto Baruffi, age 53, serves as General Counsel and Corporate Secretary of Columbia and Executive Vice President, General Counsel and Corporate Secretary of Umpqua Bank. She previously served as Executive Vice President, General Counsel and Corporate Secretary of Columbia and Columbia Bank from September 2014 through February 2023. Sheri Burns, age 56, serves as Chief Human Resources Officer of Columbia, and Executive Vice President, Chief Human Resources Officer of Umpqua Bank, positions she has held, respectively, since March 1, 2023 and January 2014. Previously, she served as Executive Vice President, Chief Human Resources Officer||Chief People Officer of Umpqua since January 2014. Aaron James Deer, 55, serves as Chief Strategy and Innovation Officer of Columbia and Executive Vice President, Chief Strategy and Innovation Officer of Umpqua Bank. He previously served as Executive Vice President, Chief Financial Officer of Columbia and Columbia Bank from April 2020 to February 28, 2023. Prior to Columbia, he was a Managing Director and Senior Research Analyst at Piper Sandler, and a Managing Director in the equity research department of Sandler O’Neill + Partners, where he covered West Coast financial institutions since 2007. David Moore Devine, age 46, serves as Chief Marketing Officer of Columbia and Executive Vice President, Chief Marketing Officer of Umpqua Bank. Prior to the Merger, from January 2020 through February 2023, he served as Executive Vice President, Chief Marketing and Experience Officer of Columbia and Columbia Bank, and from March 2011 through December 2019, he served as Senior Vice President and Director of Marketing. Lisa Dow, age 64, serves as Chief Risk Officer of Columbia and Executive Vice President, Chief Risk Officer of Umpqua Bank. Prior to the Merger, from March 2018 through February 2023, she served as Executive Vice President, Chief Risk Officer of Columbia and Columbia Bank. Ms. Dow joined Columbia Bank as Senior Vice President and Credit Administrator in April 2013, when Columbia acquired West Coast Bancorp, where she served as Senior Vice President and Regional Credit Administrator & Credit Services Manager. Ronald (Ron) Farnsworth, age 54, serves as Chief Financial Officer of Columbia and Executive Vice President, Chief Financial Officer of Umpqua Bank, positions he has held, respectively, since March 1, 2023 and January 2008. Previously, he served as Executive Vice President and Chief Financial Officer of Umpqua since January 2008 and as Principal Financial Officer of Umpqua since May 2007. Christopher (Chris) Merrywell, age 58, serves as Senior Executive Vice President of Columbia and President of Consumer Banking of Umpqua Bank. Previously, from January 2020 through February 2023, he served as Executive Vice President, Chief Operating Officer of Columbia and Columbia Bank, and from February 2017 to his promotion to the executive team, he served as Executive Vice President, Chief Consumer Banking Officer of Columbia Bank. He joined Columbia Bank as Director of Wealth Management in October 2012. Frank Namdar, age 58, serves as Chief Credit Officer of Columbia and Executive Vice President, Chief Credit Officer of Umpqua Bank, positions he has held, respectively, since March 1, 2023 and November 2018. He previously served as Executive President, Chief Credit Officer of Umpqua from November 2018 through February 2023, and as senior credit officer at Umpqua Bank from 2012 to 2018. Torran (Tory) Nixon, age 62, serves as Senior Executive Vice President of Columbia and President of Commercial Banking for Umpqua Bank. He previously served as President of Umpqua Bank from June 2020 through February 2023, and from April 2018 to his promotion to President, he served as Senior Executive Vice President/Chief Banking Officer for Umpqua Bank. He previously served as Umpqua Bank’s Executive Vice President/Head of Commercial & Wealth from October 2016 to April 2018 and Executive Vice President/Commercial Banking from November 2015 to October 2016. Andrew Ognall, age 52, serves as Integration Management Office (IMO) General Counsel of Columbia, and Executive Vice President/IMO General Counsel of Umpqua Bank, positions he has held since March 1, 2023. Previously, he served as Executive Vice President, General Counsel and Corporate Secretary of Umpqua and Umpqua Bank, positions he held since April 2014. Lisa White, age 41, serves as Principal Accounting Officer (PAO) and Corporate Controller of Columbia, and Executive Vice President, Corporate Controller of Umpqua Bank, positions she has held, respectively, since March 1, 2023 and January 2020. She previously served as Umpqua’s Executive Vice President, PAO and Corporate Controller from January 2020 through March 2023, and as Umpqua Bank’s Senior Vice President/Bank Controller from April 2015 to January 2020. STOCK OWNERSHIP