These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
x
|
No fee required.
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
o
|
Fee paid previously with preliminary materials.
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
|
Filing Party:
|
|
(4)
|
Date Filed:
|
|
•
|
If you are a shareholder of record:
please promptly complete, sign, date, and return the enclosed proxy card. You may also grant a proxy by telephone or via the Internet by following the instructions on the enclosed proxy card.
|
•
|
If you hold your shares in street name:
please vote your shares by following the instructions set forth in the Notice provided by your broker, bank, trust, or other holder of record. In most cases, you may be permitted to submit your voting instructions by mail, by telephone, or via the Internet.
|
|
Very truly yours,
|
|
![]() |
|
Timothy P. Boyle
|
|
Chief Executive Officer
|
|
|
1.
|
To elect directors for the next year;
|
2.
|
To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2016;
|
3.
|
To approve, by non-binding vote, executive compensation; and
|
4.
|
To act upon any other matters that may properly come before the meeting.
|
|
By Order of the Board of Directors
|
|
![]() |
|
Peter J. Bragdon
|
|
Executive Vice President and Chief Administrative Officer, General Counsel and Secretary
|
|
|
•
|
If you are a shareholder of record:
please promptly complete, sign, date, and return the enclosed proxy card. You may also grant a proxy by telephone or via the Internet by following the instructions on the enclosed proxy card.
|
•
|
If you hold your shares in street name:
please vote your shares by following the instructions set forth in the Notice provided by your broker, bank, trust, or other holder of record. In most cases, you may be permitted to submit your voting instructions by mail, by telephone, or via the Internet.
|
•
|
Submitting to the Secretary a written notice of revocation bearing a later date than the date of your proxy;
|
•
|
Submitting to the Secretary a later-dated proxy relating to the same shares; or
|
•
|
Attending the annual meeting and voting in person.
|
Name
|
Shares
Beneficially
Owned
|
|
Percentage
of Shares(1)
|
||
Timothy P. Boyle
|
27,776,870
|
|
(2)
|
39.86
|
|
Gertrude Boyle
|
10,237,128
|
|
|
14.69
|
|
Sarah A. Bany
|
2,671,748
|
|
(3)
|
3.83
|
|
John W. Stanton
|
513,563
|
|
(4)
|
*
|
|
Bryan L. Timm
|
226,068
|
|
(5)
|
*
|
|
Stephen E. Babson
|
185,863
|
|
(6)
|
*
|
|
Andy D. Bryant
|
90,153
|
|
(7)
|
*
|
|
Edward S. George
|
80,013
|
|
(8)
|
*
|
|
Peter J. Bragdon
|
78,457
|
|
(9)
|
*
|
|
Thomas B. Cusick
|
77,293
|
|
(10)
|
*
|
|
Murrey R. Albers
|
70,151
|
|
(11)
|
*
|
|
Walter T. Klenz
|
45,075
|
|
(12)
|
*
|
|
Ronald E. Nelson
|
31,736
|
|
(13)
|
*
|
|
Malia H. Wasson
|
1,419
|
|
(14)
|
*
|
|
All executive officers and directors as a group (18 persons)
|
43,715,794
|
|
(15)
|
62.12
|
|
|
*
|
Less than 1%
|
(1)
|
Shares that the person or group has the right to acquire within 60 days after April 13, 2016 are deemed to be outstanding in calculating the percentage ownership of the person or group but are not deemed to be outstanding as to any other person or group.
|
(2)
|
Includes (a) 1,520,842 shares held in trust, for which Mr. Boyle’s wife is trustee, for the benefit of Mr. Boyle’s family, (b) 834 shares held in trust for Mr. Boyle’s wife, for which she is trustee, (c) 3,403,925 shares held in twelve grantor retained annuity trusts for which Mr. Boyle is trustee and income beneficiary, (d) 2,000 shares held in the Boyle Columbia Sportswear Company Voting Trust, for which Mr. Boyle serves as initial trustee. The Voting Trust provides for the deposit of additional shares of Columbia Common Stock and the appointment of successor trustees in the event of Mr. Boyle’s death or incapacity (as defined in the voting trust agreement) and (e) 287,868 shares held in two generation skipping trusts, for which Mr. Boyle’s wife is the trustee, for the benefit of Mr. Boyle’s family.
|
(3)
|
Includes 838,418 shares held by DSRA, LLC and 38,280 shares subject to options exercisable within 60 days after April 13, 2016. Also includes 181,914 shares held by the Marie Lamfrom Charitable Foundation, for which Ms. Bany is a trustee. Ms. Bany disclaims beneficial ownership of these shares.
|
(4)
|
Includes 50,000 shares held by the Aven Foundation, for which Mr. Stanton is a trustee. Mr. Stanton disclaims beneficial ownership of these shares. Also includes 55,469 shares subject to options exercisable within 60 days after April 13, 2016, and 1,426 shares subject to restricted stock units (“RSUs”) that vest within 60 days after April 13, 2016.
|
(5)
|
Includes 153,964 shares subject to options exercisable within 60 days after April 13, 2016.
|
(6)
|
Includes (a) 4,500 shares held by Babson Capital Partners, LP, for which Mr. Babson is general partner, (b) 11,000 shares held by the Jean McCall Babson Trust, for which Mr. Babson is trustee and whose beneficiaries include members of Mr. Babson’s family, (c) 2,000 shares held by Mr. Babson’s wife, and (d) 56,893 shares subject to options exercisable within 60 days after April 13, 2016, and 1,426 shares subject to RSUs that vest within 60 days after April 13, 2016.
|
(7)
|
Includes 59,191 shares subject to options exercisable within 60 days after April 13, 2016, and 894 shares subject to RSUs that vest within 60 days after April 13, 2016.
|
(8)
|
Includes 30,142 shares held by Edward S. George and Vilora Lynn George, Trustees of the Amended and Restated George Family Trust, dated May 15, 2006. Also includes 47,509 shares subject to options exercisable within 60 days after April 13, 2016, and 362 shares subject to RSUs that vest within 60 days after April 13, 2016.
|
(9)
|
Includes 64,125 shares subject to options exercisable within 60 days after April 13, 2016.
|
(10)
|
Includes 42,203 shares subject to options exercisable within 60 days after April 13, 2016.
|
(11)
|
Includes 47,509 shares subject to options exercisable within 60 days after April 13, 2016, and 894 shares subject to RSUs that vest within 60 days after April 13, 2016.
|
(12)
|
Includes 37,345 shares subject to options exercisable within 60 days after April 13, 2016, and 362 shares subject to RSUs that vest within 60 days after April 13, 2016.
|
(13)
|
Includes 25,252 shares subject to options exercisable within 60 days after April 13, 2016, and 628 shares subject to RSUs that vest within 60 days after April 13, 2016.
|
(14)
|
Includes 1,057 shares subject to options exercisable within 60 days after April 13, 2016, and 362 shares subject to RSUs that vest within 60 days after April 13, 2016.
|
(15)
|
Includes 695,394 shares subject to options exercisable within 60 days after April 13, 2016, and 7,234 shares subject to RSUs that vest within 60 days after April 13, 2016.
|
•
|
Director qualifications;
|
•
|
Director independence;
|
•
|
Director responsibilities;
|
•
|
Board committees;
|
•
|
Director access to officers, employees and others;
|
•
|
Director compensation;
|
•
|
Director orientation and continuing education;
|
•
|
Chief Executive Officer evaluation and management succession;
|
•
|
Annual board and committee performance evaluations; and
|
•
|
Review of the Corporate Governance Guidelines.
|
•
|
Chairman of the Board;
|
•
|
Chief Executive Officer; and
|
•
|
Chair of the Nominating and Corporate Governance Committee.
|
•
|
eight of the Board’s eleven members and each of the members of the Board’s Audit, Compensation and Nominating and Corporate Governance Committees are independent directors under applicable NASDAQ listing rules;
|
•
|
each director is free to suggest the inclusion of items for the Board’s agenda and to raise at any Board meeting subjects that are not on the agenda for that meeting; and
|
•
|
the charters of each of the Board’s standing committees provide that each of these committees may seek legal, accounting or other expert advice from sources independent of Columbia’s management.
|
•
|
convenes and presides over meetings of the independent directors in executive session;
|
•
|
convenes and presides over an annual off-site meeting of the independent directors; and
|
•
|
is available for consultation and direct communication with shareholders, if requested.
|
•
|
information about market trends in executive officer compensation;
|
•
|
general information on compensation practices at other companies;
|
•
|
specific data on the compensation paid to executive officers at peer companies; and
|
•
|
analyses of performance measures used in incentive programs.
|
•
|
assists the Committee in its evaluation of executive pay, practices and programs; and
|
•
|
advises the Committee on ad hoc issues related to broad-based compensation plans and international compensation issues.
|
|
2015
|
||
Executive and Director Compensation Consulting Fees(1)
|
$
|
139,906
|
|
Other Fees(2)
|
314,285
|
|
|
Total
|
$
|
454,191
|
|
|
(1)
|
Fees for services requested and approved by the Compensation Committee and billed to Columbia by PricewaterhouseCoopers LLP in 2015 consisted of (i) industry survey and analysis of executive positions and industry survey and analysis of executive compensation and hiring packages; (ii) director compensation survey and analysis; (iii) executive compensation trend analyses; (iv) equity plan design, calibration and analysis; and (v) attendance at Compensation Committee meetings.
|
(2)
|
Other fees for services requested and approved by management consisted of domestic and international tax consulting and transaction analyses, information security consulting and a regulatory update service.
|
•
|
attract and retain qualified non-employee directors by providing total compensation that is competitive with other companies; and
|
•
|
align directors’ interests with shareholders’ interests by including equity as a significant portion of each non-employee director’s compensation package.
|
•
|
a $60,000 annual board service fee;
|
•
|
a $10,000 annual committee service fee for each committee on which the director serves as a member;
|
•
|
a $15,000 annual committee chair fee for each committee (except the Audit Committee) that the director serves on as chair;
|
•
|
a $20,000 annual Audit Committee chair fee if the director chairs the Audit Committee;
|
•
|
a $3,500 company merchandise allowance;
|
•
|
reasonable out-of-pocket expenses incurred in attending meetings; and
|
•
|
an annual equity award as follows:
|
•
|
a stock option grant valued at $60,000 (using the Black-Scholes valuation method) to purchase shares of our Common Stock at an exercise price equal to the closing market price of our Common Stock on the date of grant, and
|
•
|
a grant of time-based restricted stock units valued at $60,000 based on the closing market price of our Common Stock on the date of grant, discounted by the present value of the future stream of dividends over the vesting period using the Black-Scholes valuation method.
|
Name
|
Fees Earned
or Paid in Cash
($)
|
|
Stock Awards(1)
($)
|
|
Option
Awards(1)
($)
|
|
All Other
Compensation(2)
($)
|
|
Total
($)
|
|||||
Sarah A. Bany
|
177,605
|
|
|
—
|
|
|
—
|
|
|
3,500
|
|
|
181,105
|
|
Murrey R. Albers
|
70,000
|
|
|
90,033
|
|
|
60,004
|
|
|
3,324
|
|
|
223,361
|
|
Stephen E. Babson
|
53,750
|
|
|
120,054
|
|
|
60,004
|
|
|
297
|
|
|
234,105
|
|
Andy D. Bryant
|
51,250
|
|
|
90,033
|
|
|
60,004
|
|
|
3,500
|
|
|
204,787
|
|
Edward S. George
|
90,000
|
|
|
60,012
|
|
|
60,004
|
|
|
2,593
|
|
|
212,609
|
|
Walter T. Klenz
|
80,000
|
|
|
60,012
|
|
|
60,004
|
|
|
3,500
|
|
|
203,516
|
|
Ronald E. Nelson
|
50,000
|
|
|
75,023
|
|
|
75,005
|
|
|
3,500
|
|
|
203,528
|
|
John W. Stanton
|
20,000
|
|
|
120,054
|
|
|
60,004
|
|
|
1,082
|
|
|
201,140
|
|
Malia H. Wasson
|
57,500
|
|
|
60,012
|
|
|
60,004
|
|
|
3,486
|
|
|
181,002
|
|
|
(1)
|
The amounts set forth in the “Stock Awards” and “Option Awards” columns in the table above reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (FASB ASC Topic 718), excluding the effect of any estimated forfeiture rate. These amounts may not correspond to the actual value eventually realized by the director, which depends in part on the market value of our Common Stock in future periods. Assumptions used in the calculation of these amounts are described in the Notes to Consolidated Financial Statements included in Columbia’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission. The following table sets forth the aggregate number of unvested stock awards and the aggregate number of option awards held as of December 31, 2015, by each of our directors.
|
(2)
|
The amounts set forth in the “All Other Compensation” column consist of the clothing allowance accepted by the respective director.
|
Name
|
Stock
Awards
Outstanding
|
|
Option
Awards
Outstanding
|
||
Timothy P. Boyle
|
—
|
|
|
—
|
|
Gertrude Boyle
|
—
|
|
|
—
|
|
Sarah A. Bany
|
—
|
|
|
46,442
|
|
Murrey R. Albers
|
3,172
|
|
|
58,582
|
|
Stephen E. Babson
|
3,704
|
|
|
63,934
|
|
Andy D. Bryant
|
3,172
|
|
|
66,232
|
|
Edward S. George
|
2,640
|
|
|
58,582
|
|
Walter T. Klenz
|
2,640
|
|
|
62,712
|
|
Ronald E. Nelson
|
2,906
|
|
|
32,293
|
|
John W. Stanton
|
3,704
|
|
|
62,510
|
|
Malia H. Wasson
|
1,086
|
|
|
3,170
|
|
•
|
reviewed and discussed with management and Deloitte & Touche LLP the audited financial statements and audit of internal control over financial reporting;
|
•
|
discussed with Deloitte & Touche LLP the matters required to be discussed under the standards of the Public Company Accounting Oversight Board (Communication with Audit Committees);
|
•
|
received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with Deloitte & Touche LLP the independent registered public accounting firm’s independence from the company and its management; and
|
•
|
reviewed and approved the fees paid to Deloitte & Touche LLP for audit and non-audit services, and discussed whether Deloitte & Touche LLP’s provision of non-audit services was compatible with maintaining its independence.
|
|
Members of the Audit Committee:
|
|
|
|
Edward S. George—Chairman
|
|
Andy D. Bryant
|
|
Ronald E. Nelson
|
|
Malia H. Wasson
|
|
2014
|
|
2015
|
||||
Audit Fees(1)
|
$
|
2,446,734
|
|
|
$
|
2,108,353
|
|
Audit-Related Fees(2)
|
20,507
|
|
|
—
|
|
||
Tax Fees(3)
|
198,137
|
|
|
247,915
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
2,665,378
|
|
|
$
|
2,356,268
|
|
|
(1)
|
Fees for audit services billed to Columbia by Deloitte & Touche LLP in 2014 and 2015, which services consisted of:
|
•
|
audit of Columbia’s annual financial statements and Sarbanes-Oxley Act Section 404 related services;
|
•
|
reviews of Columbia’s quarterly financial statements; and
|
•
|
statutory and regulatory audits, compilations, agreed upon procedures and other services related to Securities and Exchange Commission matters.
|
(2)
|
Fees for audit-related services billed to Columbia by Deloitte & Touche LLP in 2014 consisted of an employee benefit plan audit.
|
(3)
|
Fees for tax services billed to Columbia by Deloitte & Touche LLP in 2014 and 2015, which services consisted of:
|
•
|
federal and state tax return compliance assistance; and
|
•
|
foreign tax compliance, planning and advice.
|
|
Members of the Compensation Committee:
|
|
|
|
Murrey R. Albers—Chairman
|
|
Stephen E. Babson
|
|
Walter T. Klenz
|
|
John W. Stanton
|
•
|
Timothy P. Boyle, CEO;
|
•
|
Gertrude Boyle, Chairman of our Board of Directors;
|
•
|
Bryan L. Timm, President and Chief Operating Officer (or COO);
|
•
|
Thomas B. Cusick, Executive Vice President of Finance and CFO; and
|
•
|
Peter J. Bragdon, Executive Vice President and Chief Administrative Officer, General Counsel and Secretary.
|
•
|
For each named executive officer other than our Chairman of the Board, more than 65% of the officer’s actual 2015 compensation was “at-risk,” or subject to performance requirements.
|
•
|
Columbia’s 2015 net sales increased over 2014 net sales by $225.6 million, or 11%, to $2.33 billion, and 2015 earnings per diluted share were $2.45, compared to $1.94 per diluted share in 2014. The Company’s performance in 2015, when compared to targets set by the Compensation Committee at the beginning of the year, resulted in the achievement of 113.8% of the target bonus awards established under the Executive Incentive Compensation Plan.
|
•
|
The named executive officers, other than Mrs. Boyle and Mr. Boyle, receive annual long-term equity awards in the form of stock options and restricted stock units (“RSUs”) that constitute a substantial portion of each executive’s total compensation opportunity. These awards are generally subject to long-term vesting requirements and a significant portion of Mr. Timm’s, Mr. Cusick’s and Mr. Bragdon’s RSUs vest based on achievement of specified long-term performance goals. Neither Mrs. Boyle nor Mr. Boyle receive equity compensation grants since both already hold a significant amount of our Common Stock.
|
•
|
Mr. Boyle was granted a long-term incentive cash award in 2015 that is intended to tie a portion of Mr. Boyle’s compensation to the same multi-year operating goals to which the vesting of performance-based RSU awards for other executive officers are subject.
|
•
|
Based on the achievement of above-target two-year cumulative operating income and two-year average return on invested capital, the maximum, 195% of the performance-based RSUs awarded to Messrs. Timm, Cusick and Bragdon for the 2014-2015 performance period vested and Mr. Boyle similarly received 195% of the long-term incentive cash award granted to Mr. Boyle for the 2014-2015 performance period.
|
•
|
Mr. Boyle’s total cash compensation (salary and bonus) for 2015 was $3,059,101, of which $1,536,480 was earned upon achieving performance objectives established under the Executive Incentive Compensation Plan and $593,775 was earned upon achieving performance objectives established for his long-term incentive cash award under the 1997 Stock Incentive Plan.
|
•
|
In February 2015, we announced a strategic realignment of our corporate leadership team to advance our growth strategies, promoting Mr. Timm to President and COO, Mr. Cusick to Executive Vice President of Finance and
|
•
|
Each of our executive officers are employed “at will” and we have no employment or similar agreements with any of our named executive officers, other than a change in control and severance plan approved by the Board of Directors, in which neither Mrs. Boyle nor Mr. Boyle is eligible to participate.
|
•
|
In 2015, shareholders approved executive compensation by advisory vote and no changes were made to compensation programs as a result.
|
|
Principle
|
|
Practice
|
|
Governance
|
ž
|
all Compensation Committee members are independent, non-employee Board members
|
|
Program Design
|
ž
|
our programs are designed to drive achievement of our strategic objectives, short- and long-term financial performance, and growth in shareholder value, while also promoting the attraction and retention of executive talent
|
ž
|
our programs balance strategic, financial and shareholder measures
|
||
ž
|
our programs balance short- and long-term performance and cash and equity compensation
|
||
ž
|
the vesting periods of long-term incentives provide long-term alignment with shareholders
|
||
ž
|
maximum amounts payable are established under performance-based incentive programs
|
||
|
Program Implementation and
Management
|
ž
|
our Compensation Committee establishes both strategic and financial measures at the beginning of a performance period and evaluates them at the end of a performance period
|
ž
|
our Compensation Committee annually reviews all elements of executive compensation, with the assistance of our independent compensation consultant
|
||
ž
|
base salaries and annual adjustments for executive officers other than Mrs. Boyle, whose salary is established in proportion to Mr. Boyle’s salary, generally are based on market practices and our financial condition and aim to provide total compensation that is competitive with other companies in our industry
|
||
ž
|
annual cash incentive payouts have varied over time, commensurate with business and individual executive performance
|
||
ž
|
long-term incentive payouts have varied over time based on both the company’s financial performance and stock price performance, which align management interests with shareholder interests by tying executive officer compensation in part to long-term shareholder returns
|
||
|
ž
|
our executive compensation program processes are consistent with those established by the Compensation Committee and are monitored by the company’s human resources, finance and legal functions
|
•
|
base salary;
|
•
|
annual, short-term incentive compensation;
|
•
|
long-term cash incentive compensation; and
|
•
|
long-term, equity-based incentive compensation consisting of stock options and performance-based and time-based RSUs.
|
•
|
the Committee’s analyses of competitive compensation practices;
|
•
|
individual performance and contributions to financial goals such as sales revenue and operating margin;
|
•
|
individual leadership, experience, expertise, skills and knowledge;
|
•
|
labor market conditions in relevant geography (which impact the compensation required to attract key talent); and
|
•
|
analyses and advice from our independent compensation consultant.
|
•
|
the individual’s accumulated vested and unvested equity awards;
|
•
|
the current value and potential value over time using stock appreciation assumptions for vested and unvested equity awards;
|
•
|
the vesting schedule of the individual’s outstanding equity awards;
|
•
|
a comparison of individual equity awards between executive officers and in relation to other compensation elements;
|
•
|
shareholder dilution;
|
•
|
total accounting expense as part of its annual evaluation of executive compensation; and
|
•
|
shareholders’ advisory votes on executive compensation.
|
Name
|
Annual Salary
($)
|
|
Target Cash
Incentive Compensation($)
|
|
Target Bonus
(as a % of
Annual Salary)
|
|
Target Total Cash
Compensation($)
|
|
Target Equity
Incentive
Compensation(1)($)
|
|
Target Total Direct
Compensation($)
|
||||||
Timothy P. Boyle
|
900,000
|
|
|
304,500
|
|
|
110
|
%
|
|
2,194,500
|
|
|
—
|
|
|
2,194,500
|
|
CEO
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gertrude Boyle
|
870,000
|
|
|
—
|
|
|
50
|
%
|
|
1,305,000
|
|
|
—
|
|
|
1,305,000
|
|
Chairman of the
Board
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bryan L. Timm
|
700,000
|
|
|
—
|
|
|
80
|
%
|
|
1,260,000
|
|
|
900,036
|
|
|
2,160,036
|
|
President and COO
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Thomas B. Cusick
|
538,000
|
|
|
—
|
|
|
70
|
%
|
|
914,600
|
|
|
600,048
|
|
|
1,514,648
|
|
Executive Vice
President of Finance
and CFO
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Peter J. Bragdon
|
450,000
|
|
|
—
|
|
|
70
|
%
|
|
765,000
|
|
|
500,073
|
|
|
1,265,073
|
|
Executive Vice
President, Chief
Administrative
Officer, General
Counsel and
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Target Equity Incentive Compensation equals the estimated and probable fair value of 2015 stock options and time-based and performance-based RSU awards.
|
Name
|
Target
Bonus
(as a % of
Annual
Salary)
|
|
Company
Performance Component
(as a % of
Actual
Bonus)
|
|
Individual
Performance
Component
(as a % of
Actual
Bonus)(1)
|
|
Individual
Performance
Component
(as a % of
Annual
Salary)(1)
|
|
Threshold
Company
Performance
Component
(as a % of
Annual Salary)(2)
|
|
Target
Company
Performance
Component
(as a % of
Annual
Salary)
|
|
Stretch
Company
Performance
Component
(as a % of
Annual
Salary)(3)
|
|||||||
Timothy P. Boyle
|
110
|
%
|
|
80
|
%
|
|
20
|
%
|
|
22
|
%
|
|
24
|
%
|
|
88
|
%
|
|
176
|
%
|
CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gertrude Boyle
|
50
|
%
|
|
80
|
%
|
|
20
|
%
|
|
10
|
%
|
|
20
|
%
|
|
40
|
%
|
|
80
|
%
|
Chairman of the
Board
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bryan L. Timm
|
80
|
%
|
|
80
|
%
|
|
20
|
%
|
|
16
|
%
|
|
32
|
%
|
|
64
|
%
|
|
128
|
%
|
President and COO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Thomas B. Cusick
|
70
|
%
|
|
80
|
%
|
|
20
|
%
|
|
14
|
%
|
|
28
|
%
|
|
56
|
%
|
|
112
|
%
|
Executive Vice
President of Finance
and CFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Peter J. Bragdon
|
70
|
%
|
|
80
|
%
|
|
20
|
%
|
|
14
|
%
|
|
28
|
%
|
|
56
|
%
|
|
112
|
%
|
Executive Vice
President, Chief
Administrative
Officer, General
Counsel and
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Individual Performance Component is paid out to the extent individual performance objectives are met or exceeded and company performance is at least 65% of the pre-tax income target established by the Compensation Committee.
|
(2)
|
The Threshold Company Performance Component is paid out if 80% of the pre-tax income target set by the Compensation Committee is achieved, and constitutes the minimum company performance component required by the Compensation Committee.
|
(3)
|
The Stretch Company Performance Component is paid out if 120% of the pre-tax income target set by the Compensation Committee is achieved, and constitutes the maximum company performance component.
|
•
|
performance in excess of the global company performance target four times and achieved the maximum, “stretch” performance level one time; and
|
•
|
an average payout percentage of 109.3% of the global company performance target award opportunity for the five years in which the minimum threshold was met and a payout was made.
|
Name
|
Individual
Performance
Component of
Plan Bonus ($)
|
|
Company
Performance
Component of
Plan Bonus ($)
|
|
Total Bonus ($)
|
|||
Timothy P. Boyle
|
198,000
|
|
|
1,338,480
|
|
|
1,536,480
|
|
CEO
|
|
|
|
|
|
|||
Gertrude Boyle
|
87,000
|
|
|
588,120
|
|
|
675,120
|
|
Chairman of the Board
|
|
|
|
|
|
|||
Bryan L. Timm
|
112,000
|
|
|
757,120
|
|
|
869,120
|
|
President and COO
|
|
|
|
|
|
|||
Thomas B. Cusick
|
75,320
|
|
|
509,163
|
|
|
584,483
|
|
Executive Vice President of Finance and CFO
|
|
|
|
|
|
|||
Peter J. Bragdon
|
63,000
|
|
|
425,880
|
|
|
488,880
|
|
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
|
|
|
|
|
|
|
Expected % of Equity Value
|
Stock Options
|
45%
|
Performance-Based Restricted Stock Units
|
30%
|
Time-Based Restricted Stock Units
|
25%
|
Total
|
100%
|
Columbia’s Percentile Rank
|
% of RSUs that Vest
|
25-39
|
20%
|
40-54
|
50%
|
55-69
|
80%
|
70-84
|
110%
|
85+
|
140%
|
(a)
|
100% of the award subject to increase or forfeiture based on cumulative operating income and average return on invested capital of Columbia in the performance period, as defined below:
|
|
Cumulative Operating Income (2014-2015)
|
||||||||||||||||
|
(dollars in millions)
|
||||||||||||||||
|
At
Least
|
|
$250
|
|
$290
|
|
$330
|
|
$365
|
|
$400
|
||||||
Average Return on Invested Capital (2014-2015)
|
9.0
|
%
|
|
30
|
%
|
|
40
|
%
|
|
55
|
%
|
|
65
|
%
|
|
75
|
%
|
|
11.0
|
%
|
|
65
|
%
|
|
85
|
%
|
|
100
|
%
|
|
115
|
%
|
|
130
|
%
|
|
12.5
|
%
|
|
85
|
%
|
|
105
|
%
|
|
125
|
%
|
|
140
|
%
|
|
160
|
%
|
|
13.5
|
%
|
|
95
|
%
|
|
115
|
%
|
|
140
|
%
|
|
155
|
%
|
|
175
|
%
|
|
15.0
|
%
|
|
110
|
%
|
|
130
|
%
|
|
155
|
%
|
|
175
|
%
|
|
195
|
%
|
(b)
|
If cumulative operating income and average return on invested capital results in forfeiture of 100% of the award, notwithstanding the forfeiture, 100% of the award is subject to increase or forfeiture based on the average operating margin of the company relative to the average operating margin of companies in the company’s peer group in the performance period under the criteria set forth above.
|
Name and Principal Position
|
Year
|
|
Salary(1)
($)
|
|
Bonus
($)
|
|
Stock
Awards(2)
($)
|
|
Option
Awards(2)
($)
|
|
Non-Equity
Incentive Plan
Compensation
(1)($)
|
|
All Other
Compensation(3)
($)
|
|
Total
($)
|
|||||||
Timothy P. Boyle
|
2015
|
|
928,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,130,255
|
|
|
21,046
|
|
|
3,080,147
|
|
CEO
|
2014
|
|
702,885
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,722,600
|
|
|
24,842
|
|
|
2,450,327
|
|
|
2013
|
|
83,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,602,326
|
|
|
24,625
|
|
|
1,710,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gertrude Boyle
|
2015
|
|
899,231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675,120
|
|
|
14,168
|
|
|
1,588,519
|
|
Chairman of the Board
|
2014
|
|
766,462
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
763,200
|
|
|
17,552
|
|
|
1,547,214
|
|
|
2013
|
|
424,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
714,016
|
|
|
18,626
|
|
|
1,156,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bryan L. Timm
|
2015
|
|
729,394
|
|
|
—
|
|
|
495,028
|
|
|
405,008
|
|
|
869,120
|
|
|
77,754
|
|
|
2,576,304
|
|
President and COO
|
2014
|
|
590,643
|
|
|
—
|
|
|
385,042
|
|
|
315,008
|
|
|
721,791
|
|
|
81,855
|
|
|
2,094,339
|
|
|
2013
|
|
564,139
|
|
|
101,886
|
|
|
385,076
|
|
|
315,010
|
|
|
649,283
|
|
|
49,468
|
|
|
2,064,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Thomas B. Cusick
|
2015
|
|
560,539
|
|
|
—
|
|
|
330,042
|
|
|
270,006
|
|
|
584,483
|
|
|
51,113
|
|
|
1,796,183
|
|
Executive Vice President of Finance and CFO
|
2014
|
|
453,077
|
|
|
—
|
|
|
220,082
|
|
|
180,000
|
|
|
396,000
|
|
|
53,222
|
|
|
1,302,381
|
|
|
2013
|
|
424,231
|
|
|
73,334
|
|
|
220,054
|
|
|
180,007
|
|
|
353,640
|
|
|
32,516
|
|
|
1,283,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Peter J. Bragdon
|
2015
|
|
470,193
|
|
|
—
|
|
|
275,065
|
|
|
225,008
|
|
|
488,880
|
|
|
41,585
|
|
|
1,500,731
|
|
Executive Vice
|
2014
|
|
385,577
|
|
|
—
|
|
|
165,040
|
|
|
135,008
|
|
|
337,500
|
|
|
41,518
|
|
|
1,064,643
|
|
President, Chief
|
2013
|
|
365,385
|
|
|
53,940
|
|
|
165,070
|
|
|
135,003
|
|
|
298,910
|
|
|
25,732
|
|
|
1,044,040
|
|
Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Officer General
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Counsel and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For 2015, amounts include employee contributions deferred under our 401(k) Excess Plan as follows: Mr. Boyle, $0; Mrs. Boyle, $0; Mr. Timm, $145,518; Mr. Cusick, $72,831; and Mr. Bragdon, $239,279.
|
(2)
|
The amounts set forth in the “Stock Awards” and “Option Awards” columns reflects the aggregate grant date fair value computed in accordance with the requirements of FASB ASC Topic 718—Stock Compensation. These amounts may not correspond to the actual value eventually realized by each named executive officer, which depends on the extent to which performance conditions are ultimately met and the market value of our Common Stock in future periods. The maximum payout amounts for the 2015 performance restricted stock units reported in the “Stock Awards” column above are as follows: Mr. Timm, $526,510, Mr. Cusick, $351,006 and Mr. Bragdon $292,541. Assumptions used in the calculation of amounts set forth in the “Stock Awards” and “Option Awards” columns are described in the Notes to Consolidated Financial Statements for each of the years ended December 31, 2013, 2014 and 2015, included in Columbia’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.
|
(3)
|
The amounts set forth in the “All Other Compensation” column for 2015 consist of the following:
|
Name
|
|
Matching
Contributions
under the
Company’s 401(k)
Profit
Sharing Plan
|
|
Matching
Contributions
under the
Company’s
401(k)
Excess Plan
|
|
Executive
Officer
Excess
Disability
Insurance
Premium
Payments
|
|
Payments
for Health
Care
Benefits
Not
Provided
to Other
Employees
|
||||||
Timothy P. Boyle
|
|
$
|
13,250
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|
Gertrude Boyle
|
|
$
|
13,250
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
Bryan L. Timm
|
|
$
|
13,250
|
|
|
$
|
60,509
|
|
|
*
|
|
|
—
|
|
Thomas B. Cusick
|
|
$
|
13,250
|
|
|
$
|
35,477
|
|
|
*
|
|
|
—
|
|
Peter J. Bragdon
|
|
$
|
13,250
|
|
|
$
|
28,335
|
|
|
—
|
|
|
—
|
|
|
*
|
The value of each of these items is less than $10,000, or less than the greater of $25,000 and 10% of the aggregate value of all personal benefits received by the named executive officer, as applicable.
|
|
|
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
|
All Other
Stock
Awards:
Number
of
Securities
(#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Units
(#)
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)
|
||||||||||||||||||
Name
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)(2)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||||||||||||
Timothy P. Boyle
|
|
|
216,000
|
|
|
792,000
|
|
|
1,584,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
198,000
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
0
|
|
(2)
|
304,500
|
|
|
593,775
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gertrude
Boyle
|
|
|
174,000
|
|
|
348,000
|
|
|
696,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
87,000
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bryan L.
Timm
|
|
|
224,000
|
|
|
448,000
|
|
|
896,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
112,000
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,257
|
|
|
—
|
|
|
—
|
|
|
175,005
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,347
|
|
|
43.45
|
|
|
315,003
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
—
|
|
|
—
|
|
|
50,018
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,123
|
|
|
42.11
|
|
|
90,005
|
|
|
2/27/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
4,989
|
|
|
9,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Thomas B. Cusick
|
|
|
150,640
|
|
|
301,280
|
|
|
602,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
75,320
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,433
|
|
|
—
|
|
|
—
|
|
|
100,021
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,341
|
|
|
43.45
|
|
|
180,001
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
—
|
|
|
—
|
|
|
50,018
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,123
|
|
|
42.11
|
|
|
90,005
|
|
|
2/27/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
3,326
|
|
|
6,486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Peter J. Bragdon
|
|
|
126,000
|
|
|
252,000
|
|
|
504,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
63,000
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,825
|
|
|
—
|
|
|
—
|
|
|
75,026
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,006
|
|
|
43.45
|
|
|
135,003
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
—
|
|
|
—
|
|
|
50,018
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,123
|
|
|
42.11
|
|
|
90,005
|
|
|
2/27/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
|
|
2,772
|
|
|
5,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150,021
|
|
|
(1)
|
Amount represents individual component target for achieving individual performance objectives under the Executive Incentive Compensation Plan. The target amount for the individual component also is a maximum amount under the plan.
|
(2)
|
At threshold performance no performance-based RSUs or long-term incentive cash compensation will be earned.
|
|
|
|
OPTION AWARDS
|
|
STOCK AWARDS
|
||||||||||||||||||||||||
Name
(a)
|
Grant
Date
(b)
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
(c)
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
(d)
|
|
|
|
Option
Exercise
Price
($)
(e)
|
|
Option
Expiration
Date
(f)
|
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
(g)
|
|
|
|
Market
Value
of
Shares
or
Units of
Stock
That
Have
Not
Vested
($)(4)
(h)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(5)
(i)
|
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)(5)
(j)
|
||||||||
Bryan L. Timm
|
1/18/2007
|
|
19,000
|
|
|
—
|
|
|
|
|
29.130
|
|
|
1/17/2017
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/20/2011
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
17,820
|
|
|
(2)
|
|
868,903
|
|
|
—
|
|
|
—
|
|
|
1/20/2011
|
|
30,242
|
|
|
—
|
|
|
(1a)
|
|
29.985
|
|
|
1/19/2021
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/20/2011
|
|
—
|
|
|
53,720
|
|
|
(1b)
|
|
29.985
|
|
|
1/19/2021
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/26/2012
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
|
(2)
|
|
68,752
|
|
|
—
|
|
|
—
|
|
|
1/26/2012
|
|
—
|
|
|
9,964
|
|
|
|
|
23.850
|
|
|
1/25/2022
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/31/2013
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
3,668
|
|
|
(2)
|
|
178,852
|
|
|
—
|
|
|
—
|
|
|
1/31/2013
|
|
27,776
|
|
|
27,772
|
|
|
|
|
25.545
|
|
|
1/30/2023
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/17/2013
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
11,802
|
|
|
(3)
|
|
575,466
|
|
|
—
|
|
|
—
|
|
|
1/30/2014
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
3,624
|
|
|
(2)
|
|
176,706
|
|
|
—
|
|
|
—
|
|
|
1/30/2014
|
|
9,716
|
|
|
29,142
|
|
|
|
|
38.155
|
|
|
1/29/2024
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/3/2014
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
0
|
|
|
0
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
4,257
|
|
|
(2)
|
|
207,571
|
|
|
—
|
|
|
—
|
|
|
1/29/2015
|
|
—
|
|
|
37,347
|
|
|
|
|
43.450
|
|
|
1/28/2025
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
(2)
|
|
61,340
|
|
|
—
|
|
|
—
|
|
|
2/9/2015
|
|
—
|
|
|
11,123
|
|
|
|
|
42.110
|
|
|
2/8/2025
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/27/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
0
|
|
|
0
|
|
|
|
|
86,734
|
|
|
169,068
|
|
|
|
|
|
|
|
|
43,839
|
|
|
|
|
2,137,590
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Thomas B. Cusick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
1/20/2011
|
|
21,776
|
|
|
—
|
|
|
(1a)
|
|
29.985
|
|
|
1/19/2021
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/26/2012
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,014
|
|
|
(2)
|
|
49,443
|
|
|
—
|
|
|
—
|
|
|
1/26/2012
|
|
—
|
|
|
7,174
|
|
|
|
|
23.850
|
|
|
1/25/2022
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/31/2013
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,096
|
|
|
(2)
|
|
102,201
|
|
|
—
|
|
|
—
|
|
|
1/31/2013
|
|
7,872
|
|
|
15,870
|
|
|
|
|
25.545
|
|
|
1/30/2023
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/17/2013
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
6,744
|
|
|
(3)
|
|
328,837
|
|
|
—
|
|
|
—
|
|
|
1/30/2014
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,070
|
|
|
(2)
|
|
100,933
|
|
|
—
|
|
|
—
|
|
|
1/30/2014
|
|
5,552
|
|
|
16,652
|
|
|
|
|
38.155
|
|
|
1/29/2024
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/3/2014
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
0
|
|
|
0
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
2,433
|
|
|
(2)
|
|
118,633
|
|
|
—
|
|
|
—
|
|
|
1/29/2015
|
|
—
|
|
|
21,341
|
|
|
|
|
43.450
|
|
|
1/28/2025
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
(2)
|
|
61,340
|
|
|
—
|
|
|
—
|
|
|
2/9/2015
|
|
—
|
|
|
11,123
|
|
|
|
|
42.110
|
|
|
2/8/2025
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/27/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
0
|
|
|
0
|
|
|
|
|
35,200
|
|
|
72,160
|
|
|
|
|
|
|
|
|
15,615
|
|
|
|
|
761,387
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter J. Bragdon
|
1/18/2007
|
|
14,000
|
|
|
—
|
|
|
|
|
29.130
|
|
|
1/17/2017
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/20/2011
|
|
16,030
|
|
|
—
|
|
|
(1a)
|
|
29.985
|
|
|
1/19/2021
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/26/2012
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
746
|
|
|
(2)
|
|
36,375
|
|
|
—
|
|
|
—
|
|
|
1/26/2012
|
|
15,846
|
|
|
5,282
|
|
|
|
|
23.850
|
|
|
1/25/2022
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1/31/2013
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,572
|
|
|
(2)
|
|
76,651
|
|
|
—
|
|
|
—
|
|
|
1/31/2013
|
|
11,904
|
|
|
11,902
|
|
|
|
|
25.545
|
|
|
1/30/2023
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12/17/2013
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
5,059
|
|
|
(3)
|
|
246,677
|
|
|
—
|
|
|
—
|
|
|
1/30/2014
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,554
|
|
|
(2)
|
|
75,773
|
|
|
—
|
|
|
—
|
|
|
1/30/2014
|
|
4,164
|
|
|
12,490
|
|
|
|
|
38.155
|
|
|
1/29/2024
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3/3/2014
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
0
|
|
|
0
|
|
|
1/29/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,825
|
|
|
(2)
|
|
88,987
|
|
|
—
|
|
|
—
|
|
|
1/29/2015
|
|
—
|
|
|
16,006
|
|
|
|
|
43.450
|
|
|
1/28/2025
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/9/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
(2)
|
|
61,340
|
|
|
—
|
|
|
—
|
|
|
2/9/2015
|
|
—
|
|
|
11,123
|
|
|
|
|
42.110
|
|
|
2/8/2025
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2/27/2015
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
0
|
|
|
0
|
|
|
|
|
61,944
|
|
|
56,803
|
|
|
|
|
|
|
|
|
12,014
|
|
|
|
|
585,803
|
|
|
—
|
|
|
—
|
|
(1)
Option Grant Date
|
|
Vesting Schedule
|
January 18, 2007
|
|
25% vested on January 18, 2008, and the remaining 75% vested ratably over the ensuing 36 months
|
January 20, 2011 (a)
|
|
25% vested on each anniversary date over four years
|
January 20, 2011 (b)
|
|
100% vested on the fifth anniversary date
|
January 26, 2012
|
|
25% vested on each anniversary date over four years
|
January 31, 2013
|
|
25% vest on each anniversary date over four years
|
January 30, 2014
|
|
25% vest on each anniversary date over four years
|
January 29, 2015
|
|
25% vest on each anniversary date over four years
|
February 9, 2014
|
|
25% vest on each anniversary date over four years
|
(2)
Time-based RSU Grant Date
|
|
Vesting Schedule
|
January 20, 2011
|
|
100% vested on the fifth anniversary date
|
January 26, 2012
|
|
25% of the RSUs shall vest annually (a) on the first anniversary of the first day of the first full calendar month following the Award Date (the “Vest Date”), and (b) on each of the subsequent three anniversaries following the first anniversary of the Vest Date
|
January 31, 2013
|
|
25% of the RSUs shall vest annually (a) on the first anniversary of the first day of the first full calendar month following the Award Date (the “Vest Date”), and (b) on each of the subsequent three anniversaries following the first anniversary of the Vest Date
|
January 30, 2014
|
|
25% of the RSUs shall vest annually (a) on the first anniversary of the first day of the first full calendar month following the Award Date (the “Vest Date”), and (b) on each of the subsequent three anniversaries following the first anniversary of the Vest Date
|
January 29, 2015
|
|
25% of the RSUs shall vest annually (a) on the first anniversary of the first day of the first full calendar month following the Award Date (the “Vest Date”), and (b) on each of the subsequent three anniversaries following the first anniversary of the Vest Date
|
February 9, 2015
|
|
25% of the RSUs shall vest annually (a) on the first anniversary of the first day of the first full calendar month following the Award Date (the “Vest Date”), and (b) on each of the subsequent three anniversaries following the first anniversary of the Vest Date
|
(3)
|
These performance-based RSUs have been earned under the company performance component of the equity-based incentive compensation plan and vested on March 1, 2016.
|
(4)
|
Based on a value of $48.76 per share, the closing market price of our Common Stock on December 31, 2015, the last trading day of 2015.
|
(5)
|
At threshold performance no performance-based RSUs will be earned. Assuming target performance objectives are met and approved by the Compensation Committee, the performance-based RSUs would vest as follows:
|
Grant Date
|
|
Performance Period
|
|
Number of Shares
|
|
Market Value(A)
|
|
Vesting Schedule
|
|||
March 3, 2014
|
|
2014-2016
|
|
10,510
|
|
|
$
|
512,468
|
|
|
March 2017, upon Compensation
Committee approval
|
February 27, 2015
|
|
2015-2017
|
|
11,087
|
|
|
$
|
540,602
|
|
|
March 2018, upon Compensation
Committee approval
|
(A)
|
Based on a value of $48.76 per share, the closing market price of our Common Stock on December 31, 2015, the last trading day of 2015, multiplied by the indicated number of performance-based RSUs granted that may be earned during the applicable performance period. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our Common Stock in future periods.
|
|
Stock Options
|
|
Stock Awards
|
||||||||
Name
|
Number of Shares
Acquired on Exercise
(#)
|
|
Value Realized on
Exercise
($)
|
|
Number of Shares
Acquired on Vesting
(#)(1)
|
|
Value Realized on
Vesting
($)
|
||||
Bryan L. Timm
|
57,188
|
|
|
1,918,389
|
|
|
15,034
|
|
|
767,175
|
|
Thomas B. Cusick
|
39,966
|
|
|
1,068,360
|
|
|
10,372
|
|
|
532,902
|
|
Peter J. Bragdon
|
43,910
|
|
|
1,432,385
|
|
|
7,659
|
|
|
393,317
|
|
|
(1)
|
Represents full number of shares vested including shares surrendered for tax payment.
|
Name
|
Executive
Contributions
in 2015(1)
|
|
Matching
Company
Contributions
in 2015(1)
|
|
Aggregate
Earnings in
2015(1)
|
|
Aggregate
Balance at
12/31/2015(1)
|
||||||||
Timothy P. Boyle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gertrude Boyle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Bryan L. Timm
|
$
|
145,518
|
|
|
$
|
60,509
|
|
|
$
|
(34,934
|
)
|
|
$
|
1,249,878
|
|
Thomas B. Cusick
|
$
|
72,831
|
|
|
$
|
35,477
|
|
|
$
|
(19,016
|
)
|
|
$
|
583,367
|
|
Peter J. Bragdon
|
$
|
239,279
|
|
|
$
|
28,335
|
|
|
$
|
(29,206
|
)
|
|
$
|
805,057
|
|
|
(1)
|
All amounts reported in the Executive Contributions column are also included in amounts reported in the Salary column of the Summary Compensation Table. The amounts reported in the Matching Company Contributions column represent matching contributions made by us in early 2016 based on 2015 executive contributions; these amounts are also included in amounts reported for 2015 in the All Other Compensation column of the Summary Compensation Table. None of the amounts in the Aggregate Earnings column are included in amounts reported in the Summary Compensation Table because the company does not pay guaranteed, above-market or preferential earnings on deferred compensation. All amounts included in the Aggregate Balance column have been reported in the Summary Compensation Table in this proxy statement or in prior year proxy statements.
|
Name
|
|
Cash
Severance
Benefit
|
|
Insurance
Continuation(1)
|
|
Option
Acceleration(2)
|
|
Time-based
Restricted
Stock Unit
Acceleration(3)
|
|
Performance-
based
Restricted
Stock Unit
Acceleration(4)
|
|
Total Lump
Sum
Payments
|
||||||||||||
Bryan L. Timm
|
|
$
|
2,625,000
|
|
|
$
|
23,447
|
|
|
$
|
2,482,855
|
|
|
$
|
1,562,124
|
|
|
$
|
936,826
|
|
|
$
|
7,630,252
|
|
Thomas B. Cusick
|
|
$
|
1,614,000
|
|
|
$
|
23,807
|
|
|
$
|
911,010
|
|
|
$
|
432,550
|
|
|
$
|
547,428
|
|
|
$
|
3,528,795
|
|
Peter J. Bragdon
|
|
$
|
1,350,000
|
|
|
$
|
23,807
|
|
|
$
|
699,296
|
|
|
$
|
339,126
|
|
|
$
|
414,216
|
|
|
$
|
2,826,445
|
|
|
(1)
|
The amounts in the column represent the present value of 18 months of health insurance benefit payments to each officer at the rates paid by us as of December 31, 2015.
|
(2)
|
The amounts in the column represent the value that would be realized on acceleration of outstanding options based on the difference between the exercise price and $48.76, the closing market price of our Common Stock on December 31, 2015, the last trading day of 2015.
|
(3)
|
The amounts in the column represent the number of shares that would be issued under the time-based RSU awards, multiplied by a stock price of $48.76 per share, the closing market price of our Common Stock on December 31, 2015, the last trading day of 2015. See “2015 Outstanding Equity Awards at Fiscal Year End” table and “Compensation Discussion and Analysis—Analysis of 2015 named executive officer compensation—Equity-based incentives,” above.
|
(4)
|
The amounts in the column were calculated using a value of $48.76 per share, the closing market price of our Common Stock on December 31, 2015, the last trading day of 2015, multiplied by the number of RSUs earned as of that date, determined on a pro-rated basis for the applicable performance period. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our Common Stock in future periods.
|
Name
|
Cash
Severance
Benefit
|
|
Insurance
Continuation(1)
|
|
Total Lump
Sum
Payments
|
||||||
Bryan L. Timm
|
$
|
2,100,000
|
|
|
$
|
23,447
|
|
|
$
|
2,123,447
|
|
Thomas B. Cusick
|
$
|
1,210,500
|
|
|
$
|
23,807
|
|
|
$
|
1,234,307
|
|
Peter J. Bragdon
|
$
|
1,012,500
|
|
|
$
|
23,807
|
|
|
$
|
1,036,307
|
|
|
(1)
|
The amounts in the column represent the present value of 18 months of health insurance benefit payments, at the rates paid by us as of December 31, 2015.
|
Name
|
Time-based
Restricted
Stock Unit
Acceleration(1)
|
|
Payout under
Non-Equity
Incentive
Plan Awards(2)
|
||||
Timothy P. Boyle
|
—
|
|
|
$
|
1,536,480
|
|
|
Gertrude Boyle
|
—
|
|
|
$
|
675,120
|
|
|
Bryan L. Timm
|
$
|
1,562,124
|
|
|
$
|
869,120
|
|
Thomas B. Cusick
|
$
|
432,550
|
|
|
$
|
584,483
|
|
Peter J. Bragdon
|
$
|
339,126
|
|
|
$
|
488,880
|
|
|
(1)
|
The amounts in the column represent the number of shares that would be issued under the time-based RSU awards, multiplied by a stock price of $48.76 per share, which was the closing price of our Common Stock on December 31, 2015, the last trading day of 2015. See “2015 Outstanding Equity Awards at Fiscal Year End” table and “Compensation Discussion and Analysis—Analysis of 2015 named executive officer compensation—Equity-based incentives,” above.
|
(2)
|
The amounts in this column represent the estimated payouts that would be made under our Executive Incentive Compensation Plan.
|
Name
|
Payout under
Non-Equity
Incentive
Plan Awards(1)
|
||
Timothy P. Boyle
|
$
|
1,536,480
|
|
Gertrude Boyle
|
$
|
675,120
|
|
Bryan L. Timm
|
$
|
869,120
|
|
Thomas B. Cusick
|
$
|
584,483
|
|
Peter J. Bragdon
|
$
|
488,880
|
|
|
(1)
|
The amounts in this column represent the estimated payouts that would be made under our Executive Incentive Compensation Plan for our named executive officers.
|
•
|
For each named executive officer other than our Chairman of the Board, more than 65% of the officer’s actual 2015 compensation was “at-risk,” or subject to performance requirements.
|
•
|
Columbia’s 2015 net sales increased over 2014 net sales by $225.6 million, or 11%, to $2.33 billion, and 2015 earnings per diluted share were $2.45, compared to $1.94 per diluted share in 2014. The Company’s performance in 2015, when compared to targets set by the Compensation Committee at the beginning of the year, resulted in the achievement of 113.8% of the target bonus awards established under the Executive Incentive Compensation Plan.
|
•
|
The named executive officers, other than Mrs. Boyle and Mr. Boyle, receive annual long-term equity awards in the form of stock options and restricted stock units (“RSUs”) that constitute a substantial portion of each executive’s total compensation opportunity. These awards are generally subject to long-term vesting requirements and a significant portion of Mr. Timm’s, Mr. Cusick’s and Mr. Bragdon’s RSUs vest based on achievement of specified long-term performance goals. Neither Mrs. Boyle nor Mr. Boyle receive equity compensation grants since both already hold a significant amount of our Common Stock.
|
•
|
Mr. Boyle was granted a long-term incentive cash award in 2015 that is intended to tie a portion of Mr. Boyle’s compensation to the same multi-year operating goals to which the vesting of performance-based RSU awards for other executive officers are subject.
|
•
|
Based on the achievement of above-target two-year cumulative operating income and two-year average return on invested capital, the maximum, 195% of the performance-based RSUs awarded to Messrs. Timm, Cusick and Bragdon for the 2014-2015 performance period vested and Mr. Boyle similarly received 195% of the long-term incentive cash award granted to Mr. Boyle for the 2014-2015 performance period.
|
•
|
Mr. Boyle’s total cash compensation (salary and bonus) for 2015 was $3,059,101, of which $1,536,480 was earned upon achieving performance objectives established under the Executive Incentive Compensation Plan and $593,775 was earned upon achieving performance objectives established for his long-term incentive cash award under the 1997 Stock Incentive Plan.
|
•
|
In February 2015, we announced a strategic realignment of our corporate leadership team to advance our growth strategies, promoting Mr. Timm to President and COO, Mr. Cusick to Executive Vice President of Finance and CFO, and Mr. Bragdon to Executive Vice President and Chief Administrative Officer, General Counsel and Secretary. The Compensation Committee approved increases to the respective base salary and target cash and equity incentive compensation awards, including separate, additional, non-recurring promotional equity grants, to each of Messrs. Timm, Cusick and Bragdon in connection with these promotions.
|
•
|
Each of our executive officers are employed “at will” and we have no employment or similar agreements with any of our named executive officers, other than a change in control and severance plan approved by the Board of Directors, in which neither Mrs. Boyle nor Mr. Boyle is eligible to participate.
|
•
|
In 2015, shareholders approved executive compensation by advisory vote and no changes were made to compensation programs as a result.
|
|
By Order of the Board of Directors
|
|
![]() |
|
Timothy P. Boyle
|
|
Chief Executive Officer
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Boyle (age 75) has served on the Board since 1978 and was appointed Chairman of the Board in January 2020. Mr. Boyle joined Columbia in 1971 as General Manager, has served as Chief Executive Officer since 1988, and reassumed the role of President in 2017, which he had previously held from 1988 to 2015. Mr. Boyle is a member of the board of directors of Northwest Natural Holding Company (NYSE: NWN), and its subsidiary, Northwest Natural Gas Company, and formerly served on the board of directors of Craft Brew Alliance, Inc. Mr. Boyle is Joseph P. Boyle’s father. Mr. Boyle has spent his entire business career growing Columbia into a global leader in outdoor, active and everyday lifestyle apparel, footwear, accessories, and equipment products. Mr. Boyle’s customer relationships, market knowledge and breadth of experience performing nearly every function within Columbia has resulted in a deep understanding of the business issues facing Columbia. | |||
Mr. Babson (age 74) has served on the Board since 2002. Mr. Babson chairs the Compensation Committee. Mr. Babson is a Managing Director of Endeavour Capital, a Northwest private equity firm, which he joined in 2002. Prior to 2002, Mr. Babson was an attorney at Stoel Rives LLP. Mr. Babson joined Stoel Rives in 1978, was a partner from 1984 to 2002, and served as the firm’s chairman from 1999 to 2002. Mr. Babson serves on a number of boards of privately-held companies, including ATL Technology, LLC, Peninsula Holdings, LLC and ENTEK Technology Holdings LLC. Mr. Babson brings a combination of financial and legal expertise to the Board. His experience in a private equity firm provides Columbia with valuable insights related to capital markets, strategic planning and financial integrity. | |||
Ms. Simmons (age 62) has served on the Board since 2018. Ms. Simmons joined Petco Health and Wellness Company, Inc. (Nasdaq: WOOF) as Chief Financial Officer in February 2025. Previously, she served as Executive Vice President and Chief Financial Officer of Gap, Inc. from 2008 until 2017 and also served in the following positions at Gap: Executive Vice President, Corporate Finance from 2007 to 2008, Senior Vice President, Corporate Finance and Treasurer from 2003 to 2007, and Vice President and Treasurer from 2001 to 2003. Prior to that, Ms. Simmons served as Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, and was Assistant Treasurer at Levi Strauss & Co. Ms. Simmons currently serves as a member of the board of directors and chair of the audit committee of Coursera, Inc. (NYSE: COUR). Ms. Simmons formerly served on the boards of Petco Health and Wellness Company, Inc., e.l.f. Beauty, Inc. and Williams-Sonoma, Inc. Ms. Simmons brings a combination of public company, global retail and financial experience to the Board. | |||
Mr. Nelson (age 82) has served on the Board since 2011. He joined NIKE, Inc. in 1976 and went on to serve as Vice President from 1982 to 1997, overseeing a wide variety of operations, including NIKE’s early advertising, promotions and retail operations, global footwear sourcing and financing, and the global apparel division, and he served as President of NIKE’s Japanese subsidiary from 1995 to 1997, retiring from NIKE in 1997. Mr. Nelson served as an advisory board member to Columbia in the 1970s. Mr. Nelson’s broad and deep experience within the apparel and footwear industry provides the Board with insights and guidance regarding our global supply chain, marketing and growth strategies. | |||
Ms. Wasson (age 66) has served on the Board since 2015. Ms. Wasson chairs the Audit Committee, and the Board has designated Ms. Wasson as an “audit committee financial expert.” Ms. Wasson worked at U.S. Bank of Oregon for over 25 years, serving as President of U.S. Bank’s Oregon and Southwest Washington operations from 2005 to 2015. In addition to her role as President, she led the Oregon Commercial Banking group for U.S. Bank, which provides a wide variety of financial services to middle market companies. Currently, Ms. Wasson is the Chief Executive Officer of Sand Creek Advisors LLC, which provides business consulting to CEOs of public and private companies. Ms. Wasson serves as Chair of the board of directors of each of Northwest Natural Holding Company (NYSE: NWN) and its subsidiary, Northwest Natural Gas Company, and is a member of each company’s Audit Committee, Governance Committee and Organization and Executive Compensation Committee. Ms. Wasson’s extensive experience in commercial banking, finance and accounting, as well as local and regional leadership, enables her to provide insight and advice to Columbia on strategic matters including mergers and acquisitions, consumer and commercial businesses, regulatory, marketing, public and government policy and relations, media relations, change management and human capital management and diversity. | |||
Mr. Mansell (age 72) has served on the Board since 2019. Mr. Mansell co-chairs the Nominating and Corporate Governance Committee. Mr. Mansell spent over 35 years at Kohl’s Corporation, most recently serving as its Chairman, Chief Executive Officer and President prior to retiring in 2018. Mr. Mansell began his retail career in 1975 with the Venture Store Division of May Department Stores, where he held a number of positions in buying and merchandising. He joined Kohl’s Corporation in 1982 and served in several management roles, including President from 1999, Chief Executive Officer from 2008 and Chairman of the Board of Directors from 2009 until his retirement in 2018. Mr. Mansell serves as Chairman of the Board and Chair of the Compensation and Talent Management Committee of Fossil Group, Inc. (Nasdaq: FOSL) and is the former Chair of the Board of Directors of Chicos FAS, Inc. Mr. Mansell brings a combination of retail, public company, strategic and financial expertise to the Board. | |||
Mr. Culver (age 64) has served on the Board since 2021. Mr. Culver served as Group President, North America and Chief Operating Officer of Starbucks Corporation from 2021 to 2022. Mr. Culver joined Starbucks Corporation in 2002 as Vice President; General Manager, Foodservice and held various positions after, including Group President, International, Channel Development and Global Coffee, Tea & Cocoa from 2018 to 2021. Mr. Culver serves on the board of Kimberly-Clark Corporation (NYSE: KMB). Mr. Culver brings a combination of global public company and operational and strategic planning expertise to the Board. | |||
Ms. Shi (age 65) has served on the Board since 2022. Ms. Shi is Principal at Lovejoy Advisors, LLC, an advisory services firm focused on digitally transforming consumer and retail businesses, which she founded in 2016. Ms. Shi joined NIKE, Inc. in 2010 and most recently served as President, Direct-to-Consumer from 2013 until her retirement in 2016. Prior to that, Ms. Shi spent 24 years at McKinsey & Company in various roles, including Director and Senior Partner from 2000 to 2010. Ms. Shi began her career at Merrill Lynch & Company in 1981. Ms. Shi currently serves on the Board of Directors of United Parcel Service, Inc. (NYSE: UPS). She served on the Boards of Directors of Williams-Sonoma, Inc. until 2019 and Mondelēz International, Inc. until 2023. Ms. Shi brings robust footwear and apparel industry and direct-to-consumer experience to the Board. | |||
Mr. Denson (age 68) has served on the Board since January 2024. Mr. Denson is the Chairman of the Board of Directors of Funko, Inc. (Nasdaq: FNKO), where he has served as a director since its formation in 2017, in addition to serving as a director of FAH, LLC since 2016. Mr. Denson has served as the President and Chief Executive Officer of Anini Vista Advisors, an advisory and consulting firm, since 2014. From 1979 to 2014, Mr. Denson held various positions at NIKE, Inc., where he was appointed to several management roles, including President of the NIKE Brand, which he held from 2001 to 2014. Mr. Denson brings robust footwear and apparel market, direct-to-consumer, and wholesale experience to the Board. | |||
Mr. Bryant (age 74) has served on the Board since 2005. Mr. Bryant co-chairs the Nominating and Corporate Governance Committee and has served as Lead Independent Director since January 2020. Mr. Bryant served as Chairman of the Board of Intel Corporation from 2012 to 2020. Mr. Bryant joined Intel Corporation in 1981 and held several leadership roles, including Vice Chairman of the Board of Directors from 2011 to 2012 and Executive Vice President and Chief Administrative Officer from 2007 until 2012. Mr. Bryant is a former director of Silver Crest Acquisition Corporation and McKesson Corporation. Mr. Bryant’s years of experience at a large, global public company provide operational, strategic planning and financial expertise to the Board. |
Name and
Principal Position Year |
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other Compensation
($)
|
Total | |||||||||||||||||||||||||||||||||||||
Timothy P. Boyle, Chairman, President and CEO | ||||||||||||||||||||||||||||||||||||||||||||
2024 | $ | 1,080,000 | $ | — | $ | — | $ | — | $ | 1,756,488 | $ | 17,250 | $ | 2,853,738 | ||||||||||||||||||||||||||||||
2023 | $ | 1,073,600 | $ | — | $ | — | $ | — | $ | 533,364 | $ | 16,500 | $ | 1,623,464 | ||||||||||||||||||||||||||||||
2022 | $ | 1,032,985 | $ | — | $ | — | $ | — | $ | 1,715,979 | $ | 15,250 | $ | 2,764,214 | ||||||||||||||||||||||||||||||
Jim A. Swanson, Executive Vice President and CFO | ||||||||||||||||||||||||||||||||||||||||||||
2024 | $ | 693,539 | $ | — | $ | 874,997 | $ | 210,007 | $ | 292,743 | $ | 50,422 | $ | 2,121,708 | ||||||||||||||||||||||||||||||
2023 | $ | 616,431 | $ | — | $ | 600,098 | $ | 400,010 | $ | 200,217 | $ | 51,884 | $ | 1,868,640 | ||||||||||||||||||||||||||||||
2022 | $ | 566,331 | $ | — | $ | 480,209 | $ | 320,004 | $ | 291,774 | $ | 68,701 | $ | 1,727,019 | ||||||||||||||||||||||||||||||
Joseph P. Boyle, Executive Vice President, Columbia Brand President | ||||||||||||||||||||||||||||||||||||||||||||
2024 | $ | 617,692 | $ | — | $ | — | $ | 600,020 | $ | 260,728 | $ | 45,455 | $ | 1,523,895 | ||||||||||||||||||||||||||||||
2023 | $ | 600,462 | $ | — | $ | — | $ | 550,005 | $ | 186,623 | $ | 49,365 | $ | 1,386,455 | ||||||||||||||||||||||||||||||
2022 | $ | 572,500 | $ | — | $ | — | $ | 500,008 | $ | 294,952 | $ | 66,826 | $ | 1,434,286 | ||||||||||||||||||||||||||||||
Peter J. Bragdon, Executive Vice President, CAO and General Counsel
|
||||||||||||||||||||||||||||||||||||||||||||
2024 | $ | 708,808 | $ | — | $ | 804,168 | $ | 193,019 | $ | 341,929 | $ | 55,086 | $ | 2,103,010 | ||||||||||||||||||||||||||||||
2023 | $ | 646,154 | $ | — | $ | 605,184 | $ | 320,008 | $ | 239,852 | $ | 56,574 | $ | 1,867,772 | ||||||||||||||||||||||||||||||
2022 | $ | 614,615 | $ | — | $ | 420,120 | $ | 280,017 | $ | 361,886 | $ | 71,919 | $ | 1,748,557 | ||||||||||||||||||||||||||||||
Steven M. Potter, Executive Vice President, Chief Digital Information Officer
|
||||||||||||||||||||||||||||||||||||||||||||
2024 | $ | 697,262 | $ | — | $ | 616,708 | $ | 148,017 | $ | 294,314 | $ | 52,862 | $ | 1,809,163 | ||||||||||||||||||||||||||||||
2023 | $ | 675,708 | $ | — | $ | 435,141 | $ | 290,004 | $ | 214,740 | $ | 57,758 | $ | 1,673,351 | ||||||||||||||||||||||||||||||
2022 | $ | 648,700 | $ | — | $ | 408,205 | $ | 272,012 | $ | 334,210 | $ | 69,007 | $ | 1,732,134 |
Customers
Customer name | Ticker |
---|---|
The TJX Companies, Inc. | TJX |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
BOYLE TIMOTHY P | - | 15,972,100 | 2,000 |
BOYLE TIMOTHY P | - | 12,607,300 | 2,000 |
Boyle Joseph P | - | 2,550,570 | 199,388 |
BABSON STEPHEN E | - | 128,309 | 2,750 |
Bragdon Peter J | - | 24,098 | 1,200 |
Bragdon Peter J | - | 21,582 | 200 |
Nelson Ronald E. | - | 17,048 | 0 |
LUTHER RICHELLE T | - | 14,283 | 0 |
Wasson Malia H | - | 13,515 | 0 |
Swanson Jim A | - | 9,423 | 0 |
Kulok Lisa | - | 3,829 | 0 |
Kulok Lisa | - | 1,458 | 0 |