COLUMBIA BANKING SYSTEM, INC. (Form: DEF 14A, Received: 04/03/2025 16:33:45)

Columbia Banking System I 2025 Proxy Statement 13



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

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Elizabeth W. Seaton Independent Age: 64 Director Since: 2014	Experience: Ms. Seaton is the former President and Chief Executive Officer of Saltchuk Aviation, an air cargo and aviation services company headquartered in Seattle, Washington. She served as Senior Vice President of Operations for Saltchuk Resources Inc., a family of diversified transportation and fuel distribution companies, headquartered in Seattle, Washington from 2014 to 2018. She spent over 20 years at Weyerhaeuser in strategic planning, capital investments and business leadership positions, and was a Principal at Boston Consulting Group in Los Angeles, California. She is currently a member of the Planned Parenthood Federation of America Board of Directors, serving as Secretary and as a member of the Federation Governance, Finance and Executive Committees. Reason for Nomination: Ms. Seaton has broad experience in business leadership, turnarounds and change management, strategic development, mergers and acquisitions, and enterprise risk management. Committee Assignments: Enterprise Risk Management Committee (Chair), Audit Committee, Compensation Committee Education: Bachelor's Degree in Economics, History, Princeton University; J.D./M.B.A., University of Chicago Business and Law Schools Other Public Board Directorships: None

Clint E. Stein Age: 53 Director Since: 2020	Experience: Mr. Stein is the President and Chief Executive Officer of Columbia and Chief Executive Officer of Umpqua Bank. He was President and Chief Executive Officer of Columbia State Bank ("Columbia Bank") from January 2020 until its merger with Umpqua Bank in February 2023. He joined Columbia in December 2005 as Senior Vice President, Chief Accounting Officer and Controller and was appointed Executive Vice President and Chief Financial Officer in 2012. He continued to serve as Chief Financial Officer until May 2018, following his appointment in 2017 as Chief Operating Officer, a position he held until being appointed President and Chief Executive Officer. Reason for Nomination: Mr. Stein has a deep understanding of the Company's strategic goals and operational challenges. His proven leadership and clear vision for the Company's future enable him to make decisions that support long-term growth and sustainability. He also has strong industry and community ties, serving on the Federal Reserve Bank of San Francisco Board of Directors, Executive Council For A Greater Tacoma and the boards for the Washington Bankers Association and Pacific Coast Banking School. Committee Assignments: None Education: Bachelor’s Degree in Accounting and Business Administration, University of Idaho Other Public Board Directorships: None

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

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Corporate Governance

Governance Practices and Framework

The Board is committed to sound business practices, transparency in financial reporting, and high standards of corporate

governance. We operate within a comprehensive plan of corporate governance with the purpose of defining responsibilities,

setting high standards of professional and personal conduct, and ensuring compliance with such responsibilities and standards.

We regularly monitor developments in the area of corporate governance and our corporate governance policies, practices and

committee charters are reviewed periodically and updated as necessary to reflect changes in regulatory requirements and

evolving oversight practices.

The Nominating and Governance Committee of the Board has the authority and responsibility to monitor and review the

appropriateness of the Company’s principles and practices of corporate governance in light of emerging standards and best

practices and the needs of the Company and its shareholders, and make such recommendations to the full Board as the

Nominating and Governance Committee considers appropriate.

Board Leadership and Director Independence

Our Corporate Governance Policy provides that a majority of the directors serving on the Board must be independent under the

rules of the Nasdaq Stock Market. An overwhelming majority of the Board has been comprised of outside directors for many years.

The Board annually reviews director independence under applicable law, the listing standards of Nasdaq and our Corporate

Governance Policy. The Board has affirmatively determined that all directors, other than Mr. Stein who serves as President and

Chief Executive Officer, are independent. In determining the independence of directors, the Board considered responses to

Director and Officer questionnaires, as well as the lack of any reported conflicts of interests and transactions with the Company,

which directors are required to report pursuant to the Corporate Governance Policy.

Board Leadership Structure

Elimination of Executive Chair Role

Prior to the Merger, it had been the practice of Columbia to separate the duties of Board Chair and Chief Executive Officer. With

the Merger, Umpqua’s former President and Chief Executive Officer, Mr. O’Haver, was appointed to the newly created position of

Executive Chair, and Columbia’s Board Chair, Mr. Eerkes, was appointed to the newly created position of Lead Independent

Director. The Board believed that having an independent director provide leadership and objectivity separate from the Executive

Chair and Chief Executive Officer was the appropriate leadership structure for the Company during the post-Merger integration

phase. With the termination of the Executive Chair role, the Board believes at this time that a structure that continues to separate

the roles of Board Chair and Chief Executive Officer is appropriate for the Company because it allows our Chief Executive Officer

to focus on executing Columbia's strategic plan and managing our operations and performance.

Independent Board Chair

The Board elected Ms. Pope as the Board Chair effective April 1, 2025, in connection with the termination of Mr. O'Haver's service

as Executive Chair. Ms. Pope had previously been recommended by the Nominating and Governance Committee and approved

by the Board to succeed Mr. Eerkes as the Lead Independent Director through a selection process facilitated by an independent

consultant. In that process, the Board aligned on the desired characteristics of the next Lead Independent Director, including

leadership qualities, communication skills, independence and objectivity, and time commitment. With the elimination of the

Executive Chair role, the Board determined these qualities and Ms. Pope to be well suited to the role of an independent,

non-executive Board Chair.

The Board reserves the right to determine the appropriate leadership structure for the Company’s board of directors on a

case-by-case basis, taking into account at any particular time the Board’s assessment of its and the Company’s needs, as well

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as the people and situation involved. If in the future the Board, after considering relevant facts and circumstances at that time,

appoints the Chief Executive Officer as Chair, it will promptly publicly disclose such appointment.

The Company’s Corporate Governance Policy provides that if the Board Chair is not an independent director, then the Board will

designate a Lead Independent Director from among the independent directors. In light of Ms. Pope being an independent director,

no Lead Independent Director is necessary at this time. In the event the Board Chair is no longer independent, we expect that the

Board would appoint a Lead Independent Director to have the responsibilities delineated in the Corporate Governance Policy.

Director Commitment

In order to identify potential conflicts of interest and to monitor and preserve independence, our Corporate Governance Policy

provides that:

▪Prior Consultation - Directors should consult the Chair of the Nominating and Governance Committee and the Chair of the Board

before accepting membership on other boards or other significant commitments involving affiliation with other businesses or

governmental entities; and

▪Limitation on Paid Board Service - Directors may not serve on more than three boards for which they receive compensation as a

director, in addition to Columbia’s Board, unless such service preceded the adoption of the Corporate Governance Policy.

Executive Sessions

Typically, the Company's independent directors meet in executive session without management at the quarterly scheduled Board

meetings. In addition, the Company's standing committees regularly meet in executive session.

Annual Board and Board Committee Evaluations

The Nominating and Governance Committee of the Board facilitates an annual self-assessment by the Board and each of its

committees. The Nominating and Governance Committee develops and implements a process for such self-assessment, which

is designed to encourage open and candid feedback on both the effectiveness of the Board as a whole, as well as each of its

committees. All feedback is reviewed by the Nominating and Governance Committee, which considers the self-assessment

results in its consideration of leadership roles, committee assignments and potential Board refreshment. Each committee reviews

and discusses the results of its self-assessment, and the Board reviews and discusses the results of the Board self-assessment.

Policies and practices at the Board and committee levels are updated as appropriate, as a result of director feedback.

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Director Qualifications

The matrix below represents some of the qualifications, skills and experience of our director nominees. The varied perspective

and depth and breadth of their qualifications, skills and experience are valuable to the effective oversight of the Company and

the execution of our strategy.

Qualifications,

Skills, Experience

Finkelstein

Forrest

Lund

Machuca

Numata

Pope

Schultz

Seaton

Stein

Terry, III

Varnado

Total

Banking/Financial Services

•

President/CEO Leadership

•

Public Company Director

•

Senior Executive Officer

•

Technology/InfoSec

•

Risk Management

•

Professional Corporate

Governance

•

Public Company Strategy

•

M&A/Capital Markets

•

Audit Committee Financial

Expert Qualifications

•

Selecting and Nominating Director Candidates

The Nominating and Governance Committee is responsible for the oversight and nomination process for director nominees.

The committee is authorized to establish guidelines for the qualification, evaluation and selection of new directors to serve on

the Board. The Nominating and Governance Committee has not adopted, nor does it anticipate adopting, specific minimum

qualifications for committee-recommended nominees. Nominees are evaluated on a case-by-case basis, including assessment

of their business experience, involvement in the communities served by Columbia, whether their skills are complementary to

existing Board members’ skills, and the Board’s need for operational, management, financial, technological or other expertise.

Board Refreshment - The Nominating and Governance Committee periodically reviews the appropriate size and composition of

the Board. In November 2024, the committee recommended and the Board approved the Bylaw Amendments, which provided

that the Board is no longer required to consist of seven pre-Merger Columbia directors and seven pre-Merger Umpqua directors.

In anticipation of Mr. Eerkes' retirement from the Board, the committee then undertook a process by which a new Lead

Independent Director was selected from among the directors, resulting in the selection of Ms. Pope as the independent Board

Chair. The committee's continued assessment of Board composition and evaluation of priorities for the Company is foundational

to the Board renewal and refreshment process.

Shareholder Nominees - The Nominating and Governance Committee will consider nominees recommended by shareholders

provided that the recommendations are made in accordance with the procedures described in this Proxy Statement under the

“When are proposals and director nominations for the 2026 Annual Meeting due?” section. The Nominating and Governance

Committee evaluates all candidates, including shareholder-proposed candidates, using generally the same methods and criteria.

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Qualifications - The biographical information set forth under the “Information About the 2025 Nominees” section summarizes the

experience, qualifications, attributes and skills that Columbia believes qualifies each director to serve on the Board. The Nominating

and Governance Committee and the Board believe each respective director’s professional and business acumen and board

experience, and the total mix of all directors’ experience and skills, are beneficial to the Company and the Board. The experience

and skills typically sought by the Nominating and Governance Committee in director candidates includes, but are not limited to,

the following areas:

▪Banking/Financial Services: Current or former senior executive of regional/superregional bank or role in public sector economic/monetary

policy development or other experience in commercial or consumer banking and financial services industry

▪President/CEO Leadership: Current or former president or chief executive officer

▪Public Company Director: Excluding Columbia or pre-Merger entities, current or former public company director

▪Senior Executive Officer: Excluding Columbia or pre-Merger entities, current or former senior executive of public company or large/national

private company

▪Technology/InfoSec: Professional experience with or oversight of innovative technology, AI, fintech, cybersecurity, privacy, information

systems/data management

▪Risk Management: Experience in identifying, assessing and managing business and financial risk factors, including liquidity

risk management

▪Professional Corporate Governance: Professional experience in corporate governance matters, policies and best practices

▪Public Company Strategy: Excluding Columbia or pre-Merger entities, experience developing strategy

▪M&A/Capital Markets: Current or former role in investment banking, funds management; professional experience with M&A or capital raising

▪Audit Committee Financial Expert Qualifications: Experience in accounting, financial report or audit processes, to oversee our financial

position and reporting

Operating Responsibly For The Long Term

The Board is committed to overseeing the Company’s community development strategy, and the Nominating and Governance

Committee is chartered with providing oversight of the Company’s corporate responsibility strategy. The Company publishes a

separate report on these topics that includes alignment with the Global Reporting Initiative (GRI), the Sustainability Accounting

Standards Board (SASB), and the Task Force on Climate-related Financial Disclosures (TCFD). Such information is not part of or

incorporated by reference into this Proxy Statement.

Building long-term value for customers, communities, associates and shareholders is underpinned by the Company’s Do Right

TOGETHER culture and its commitment to community prosperity. We receive feedback in a variety of ways. Customers can

share feedback directly with our bankers and through surveys and social media, while our Client Advisory Board and Umpqua

Bank Business Barometer Report allow us to meaningfully engage with our customers and prospects to understand their needs.

We engage with our communities through board service, sponsorships, charitable donations, fundraising and volunteerism.

Our Community Advisory Panel, which partners with us and helps to guide our efforts related to our $8.1 billion Community

Benefits Plan, is comprised of a variety of nonprofit leaders across our footprint. Internal newsletters keep associates up-to-date

with company news and engagement surveys provide the opportunity to share honest feedback. Finally, through earnings calls,

public disclosures and industry conferences, shareholders have the opportunity to hear directly from Columbia executives and

ask questions about long-term strategy.

Further commitment to serving the community is evidenced through Umpqua's “Satisfactory” rating on its most recent

Community Reinvestment Act examination. This reflects the Company’s dedication and responsiveness to meeting the credit

needs of its communities by lending to, investing in, and serving a broad range of customers, including low- and

moderate-income neighborhoods.

Additional information about our community development activities can be found in the “About Us - Our Impact” section at

www.umpquabank.com, in the “Our Impact” section at www.columbiabankingsystem.com, or by writing to: Columbia Banking

System, Inc., Attn: Corporate Secretary, 1301 A Street, Tacoma, Washington 98402-4200. Such materials, information, website

addresses and references to additional materials found on those websites, as well as third party-materials are not part of or

incorporated by reference into this Proxy Statement.

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Climate

Fundamental to our Do Right TOGETHER culture is a commitment to understand the needs of our communities and customers.

As climate-related impacts evolve across our footprint, we think it is responsible to assess the climate-related risks that exist for

our stakeholders and to our business.

We are committed to evaluating climate-related risk within our overall business and strategy. Our evaluations include both physical

and transition risk, as further discussed in our annual sustainability reporting.

These climate risk-related efforts, in addition to overall risk management, are led by our Corporate Risk Committee (CRC), which

is chaired by our Chief Risk Officer and includes members of executive and senior leadership. The CRC reports to the Board’s

Enterprise Risk Management Committee, which is responsible for overseeing, among other risks facing the Company, climate risk.

The Enterprise Risk Management Committee provides governance of our overarching risk objectives through risk policies, risk

limits and the Risk Appetite Statement, in addition to providing an approved risk framework which is monitored by the CRC.

Support For Belonging

We strive to be a company that serves everyone and embrace our role as a community leader. The Company’s culture starts with

providing a great place to work where appreciation for different experiences, cultures and perspectives builds a sense of belonging

that attracts an associate base that reflects our communities.

▪Our goal is to recruit the best qualified associates regardless of gender, ethnicity or other protected traits, and it is our policy to comply with

all laws applicable to discrimination in the workplace. Our talent acquisition efforts are designed to engage and attract a broad pool of talent.

▪We believe we are stronger when we have people at the table who represent the different life experiences and perspectives that reflect those

of our customers and community. Our culture of belonging is created through a comprehensive support system led by the Company’s

executive team and supported by our Belonging Council.

▪We seek to create safe environments that encourage our associates and clients to be themselves while developing a deeper sense of

belonging. In support of this, training designed to address workplace harassment, discrimination, retaliation and certain types of other

inappropriate workplace conduct is required for all associates with an additional level of training required for supervisors and managers.

▪Our current Board, led by an independent female Board Chair, is composed of 38% women and 31% people of color, with women chairing

three, or 60%, of the Columbia or Umpqua Bank board committees. Our team of executive officers is comprised of 25% women and 17%

people of color.

▪Further information can be found in the “About Us - Our Impact” section at www.umpquabank.com, or by writing to: Columbia Banking

System, Inc., Attn: Corporate Secretary, 1301 A Street, Tacoma, Washington 98402-4200. Such materials, information, website addresses and

references to additional materials found on those websites, as well as third-party materials are not part of or incorporated by reference into

this Proxy Statement.

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Code Of Ethics and Corporate Governance Documents

The Company has adopted a code of conduct, referred to as the Business Ethics and Conduct Statements. We require all

associates to adhere to this code of conduct in addressing legal and ethical issues that they encounter in the course of doing their

work. This code of conduct requires our associates to avoid conflicts of interest, comply with all laws and regulations, conduct

business in an honest and ethical manner, and otherwise act with integrity and in the Company’s best interest. Annually, each

associate is expected to read the code of conduct and to certify that the associate is in compliance and is not aware of any

non-compliance with the code.

In addition, Columbia has adopted a Code of Ethics for Senior Financial Officers, which applies to our Chief Executive Officer,

Chief Financial Officer, and Principal Accounting Officer, and other designated officers serving in finance, accounting, tax, treasury,

and investor relations roles.

Our Business Ethics and Conduct Statements and our Code of Ethics for Senior Financial Officers, as well as the documents listed

below, are located in the “Overview - Governance Documents” section at www.columbiabankingsystem.com, or by writing to:

Columbia Banking System, Inc., Attn: Corporate Secretary, 1301 A Street, Tacoma, Washington 98402-4200:

▪Bylaws;

▪Charters of the Board’s Audit, Compensation, Enterprise Risk Management, and Nominating and Governance committees;

▪Corporate Disclosure Policy;

▪Corporate Governance Policy;

▪Insider Trading Policy; and

▪Whistleblower reporting (via EthicsPoint).

Such information is not part of or incorporated by reference into this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

In 2024, the following Board members served on the Compensation Committee: Mr. Machuca (Chair), Mr. Eerkes, Mr. Finkelstein,

Ms. Fowler, Ms. Pope, Mr. Schultz, Ms. Seaton and Ms. Varnado.

During 2024, none of our executive officers served on the compensation committee (or equivalent body) or board of directors of

another entity whose executive officer served on the Compensation Committee. For information about related person transactions

involving members of our Compensation Committee, see the “Certain Relationships and Related Transactions” section.

Shareholder Engagement

We value the insight and views of our shareholders and welcome feedback from them regarding a variety of topics, including

corporate strategy, financial and operating performance, risk management, corporate governance and executive compensation.

We regularly engage with shareholders throughout the year, including by attending investor conferences, roadshows and tours

hosted by research firms and others. In addition, management, which includes the Investor Relations department, routinely

reaches out to current and prospective institutional shareholders to discuss topics of interest.

By regularly engaging with our shareholders, we provide perspective on our business practices and policies. Seeking input from

shareholders also helps to ensure we are addressing their questions and concerns. Feedback received from shareholder

engagement is shared with senior executives and the Board, as appropriate. This feedback is taken into consideration when

planning future Company policies, practices and disclosures in public filings. Moreover, senior management and the Board

endeavor to listen, consider and respond to shareholders in shaping the goals and objectives of the Company.

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Board Structure and Compensation

2024 Board Meetings

The Board met seven times during 2024. Each director attended at least 75% of the total number of meetings of the Board and

committees on which they served. Columbia directors are expected to attend the annual shareholder meeting. Last year, all of our

directors attended the virtual annual meeting of shareholders with the exception of Mr. Schultz. During 2024, the independent

directors held three meetings without management present.

Board Committees

The Board’s primary standing committees are the Audit, Compensation, Enterprise Risk Management, and Nominating and

Governance committees. The Board has determined that all of the members of such committees qualify as “independent” under

applicable laws, the listing standards of Nasdaq and our Corporate Governance Policy. Each committee operates under a

formal written charter, copies of which are available in the “Overview - Governance Documents” section of our website at

www.columbiabankingsystem.com. Such information is not part of or incorporated by reference into this Proxy Statement.

The following table shows the membership of these committees during 2024, as well as the Umpqua Bank Trust Committee.


Name	Audit Committee	Compensation Committee	Enterprise Risk Management Committee	Nominating and Governance Committee	Umpqua Bank Trust Committee
Craig D. Eerkes		•		•
Mark A. Finkelstein		•	•	•
Eric S. Forrest	•			•	•
Peggy Y. Fowler		•		C	•
Randal L. Lund	C		•		•
Luis F. Machuca		C	•	•
S. Mae Fujita Numata	•		•		C
Maria M. Pope		•	•	•
John F. Schultz	•	•		•
Elizabeth W. Seaton	•	•	C
Hilliard C. Terry, III	•		•	•
Anddria Varnado	•	•			•

C = Committee Chair

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The current membership and the key functions of each primary standing committee are identified below.


Audit Committee
Current Members:

R. Lund (Chair)*	The Audit Committee is responsible for the oversight of the quality and integrity of Columbia’s financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of its independent auditors, the performance of its internal audit function and independent auditors, and other significant financial matters. In discharging its duties, the committee is expected to, among other things: ▪Have the sole authority to appoint, compensate, retain, oversee, evaluate and replace the independent auditors; ▪Review and approve the engagement of the independent auditors to perform audit and non-audit services and related fees; ▪Review the financial reports and disclosures submitted to appropriate regulatory authorities; ▪Oversee disclosure controls and procedures related to cybersecurity; ▪Review and provide oversight over procedures for the receipt, retention and treatment of complaints regarding financial matters; and ▪Review and approve related party transactions.
E. Forrest
S. Numata*
J. Schultz
E. Seaton
H. Terry, III*
A. Varnado



Meetings In 2024: 8	*The Board has determined that these members are “audit committee financial experts” within the meaning of the SEC’s regulations and are “financially sophisticated” within the meaning of Nasdaq rules.


Compensation Committee
Current Members:

L. Machuca (Chair)	The Compensation Committee is charged with the responsibility of reviewing the performance of our Chief Executive Officer and other key executives and evaluating the elements of their compensation and long-term equity based incentives. In discharging its duties, the committee also, among other things: ▪Administers the Company’s benefit and incentive plans; ▪Oversees executive and director compensation; ▪Oversees policies and strategies relating to human capital management; and ▪Appoints and oversees the independent compensation consultant, and annually reviews the consultant’s independence.
C. Eerkes
M. Finkelstein
P. Fowler
M. Pope
J. Schultz
E. Seaton
A. Varnado

Meetings In 2024: 6

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Enterprise Risk Management Committee
Current Members:

E. Seaton (Chair)	The Enterprise Risk Management Committee is responsible for the oversight of Columbia’s policies, procedures, and practices related to liquidity, market, compliance, credit, strategic, reputational and operational risk positions as they impact the strategic plan. The committee is responsible for reporting risk issues and events to the Board and providing the Board with necessary oversight and advice to set risk tolerances. In discharging its duties, the committee also, among other things: ▪Oversees the Company’s risk management framework and processes, making recommendations to the Board concerning the Company’s risk appetite, and assesses the Company’s strategy in light of its risk appetite; ▪Assesses and provides oversight to management related to the identification and evaluation of major enterprise-wide risks; ▪Approves certain policies and monitors compliance with those policies; and ▪Oversees risks from cybersecurity threats.
M. Finkelstein
R. Lund
L. Machuca
S. Numata
M. Pope
H. Terry, III


Meetings In 2024: 4


Nominating and Governance Committee
Current Members:

P. Fowler (Chair)	The Nominating and Governance Committee oversees the Company’s corporate governance principles and practices. It is also responsible for evaluating overall Board composition, assessing the skills, backgrounds and experience that are represented on the Board, and making recommendations for Board nominees accordingly. In discharging its duties, the committee also, among other things: ▪Provides oversight of key corporate responsibility matters; ▪Manages the Board and committee self-evaluation process; and ▪Periodically reviews management development activities and succession plans.
C. Eerkes
M. Finkelstein
E. Forrest
L. Machuca
M. Pope
J. Schultz
H. Terry, III

Meetings In 2024: 4

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Board Risk Oversight

The Board has ultimate authority and responsibility for overseeing risk management at Columbia. This includes, as part of our

regular Board and committee meetings, general oversight of executive leadership's management of risks relevant to the Company,

which is informed by regular reports from our management team that are designed to provide visibility into our key risks and our

risk mitigation strategies.

While the full Board has primary responsibility for risk oversight, its committees, as appropriate, monitor and address risks that

may be within the scope of a particular committee's expertise or charter. Our Board uses its standing committees to assist in risk

oversight as follows.

Standing Committees

Risk Appetite Framework

We have a Risk Appetite Framework that is reviewed by the Enterprise Risk Management Committee at least annually.

This framework is designed to evaluate the spectrum of potential risks to our business and the realization of our strategic

priorities. Our Risk Appetite Framework is premised on actively monitoring the Company's risk profile, ensuring the involvement

of management, the Board and key associates in evaluating and addressing risk, and maintaining effective policies, controls and

procedures to manage risk and pursue our strategic priorities. The Enterprise Risk Management Committee, which is responsible

for overseeing the Company's adherence to its Risk Appetite Framework, regularly receives reports from management on credit

quality and concentrations, liquidity, capital adequacy, regulatory compliance, fraud, business continuity planning and disaster

recovery, and information security and cybersecurity as well as any emerging risks. The risk reports are available to the full Board.

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Cybersecurity

Cybersecurity risk oversight is an essential and integral part of our corporate risk management program, and we have a

cybersecurity-specific risk assessment process.

Our corporate risk professionals collaborate with subject matter specialists, as appropriate, and we employ a range of tools

and services to help safeguard our systems and data, including:

▪Regular network and endpoint monitoring

▪Vulnerability assessments

▪Penetration testing

▪Regular cybersecurity training/awareness for all associates and all contractors with access to corporate systems

▪Annual training for associates on customer data handling and use requirements

▪Risk-based third-party service provider oversight

The Enterprise Risk Management Committee is responsible for the oversight of risks from cybersecurity threats, the support

for which includes:

▪At least annually, an overview from management of the Company's cybersecurity threat risk management and strategy processes

▪Discussions with our Chief Information Security Officer, Chief Information Officer, and Chief Privacy and Information Risk Officer

regarding current and emerging cybersecurity threat risks and the Company's ability to mitigate those risks

For additional information on our cybersecurity risk management, strategy and governance, see the section entitled

"Item 1C. Cybersecurity" on pages 33-36 of our 2024 Annual Report.

Compensation of Directors

Directors receive compensation in the form of cash and restricted stock. We do not pay directors who are also employees of

Columbia or its subsidiaries additional compensation for their service as directors. Compensation for non-employee directors is

generally set for a 12-month period commencing after each annual meeting of the Company’s shareholders.

With the completion of the Merger, the Board approved certain increases to non-employee director compensation that took effect

in May 2023 and was unchanged for the remainder of the 2023-2024 year of service. On recommendation of the Compensation

Committee, the Board determined not to change the amount of compensation for the Company's non-employee directors for the

2024-2025 year of service. Non-employee director compensation for the 2023-2024 year of service and for the 2024-2025 year of

service is set forth below.

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Non-Employee Director Compensation


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

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

Cash Compensation

Annual cash compensation is as set forth above for the 2023-2024 and 2024-2025 years of service.

Equity Compensation

For the 2023-2024 year of service, non-employee directors received a restricted stock award valued at $85,000 that vested on

May 18, 2024. All such equity grants consisted of restricted stock awards pursuant to the 2018 Equity Incentive Plan of Columbia

Banking System, Inc., as amended (the "2018 Equity Plan"). For the 2024-2025 year of service, non-employee directors received a

restricted stock award valued at $85,000 that will vest on May 10, 2025. All such equity grants consisted of restricted stock awards

pursuant to the Columbia Banking System, Inc. 2024 Equity Incentive Plan (the "2024 Equity 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, unvested 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 2024 Equity Plan; or (c) a “change in control” as defined in

the 2024 Equity Plan.

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Other

The Company maintains the Umpqua Bank Nonqualified Deferred Compensation Plan (the “UB DCP”) for a select group of

management or highly compensated employees as well as non-employee members of the Board. The UB DCP generally

provides for the deferral of certain taxable income earned by participants in such plan. Non-employee directors may elect to

have any portion, up to 100%, of their director’s fees deferred. The Company and Umpqua Bank have also maintained other

deferred compensation plans that no longer accept contributions but from which balances will be distributed in accordance with

their respective terms.

Stock Ownership Guidelines, Insider Trading Policy And Restrictions On Hedging/Trading

The Company’s Stock Ownership Guidelines require non-employee directors to hold shares equal in value to five times the

Board annual cash retainer. As of year-end 2024, all non-employee directors satisfied the requirements of the Stock Ownership

Guidelines. See the “Stock Ownership Guidelines” section for additional details.

Our Insider Trading Policy prohibits directors and other insiders from engaging in any hedging or monetization transactions or

similar arrangements with respect to Company stock and prohibits directors and other insiders from pledging Company securities

as collateral for a loan. It also imposes certain pre-clearance requirements and quarterly restrictions on directors' and certain other

insiders' transactions in Company stock. See the "Insider Trading Policy" section for additional details.

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2024 Director Compensation Table

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


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

(1)Represents a restricted stock award of 4,183 shares granted on May 10, 2024 at the grant date fair value, comprising the 2024-2025 year of service annual equity

retainer that will vest on May 10, 2025. The fair value of these awards was determined in accordance with the Compensation—Stock Compensation topic of the FASB

ASC 718. Assumptions used to calculate these amounts are set forth in Note 18 to the Company’s audited financial statements for the fiscal year ended 2024, included

in the Company’s 2024 Annual Report.

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

“Deferred Compensation Plans” section.

(3)Amounts shown for each director reflect dividends received upon the vesting of equity awards that were granted on May 18, 2023.

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Proposal 2 – Advisory Vote On Executive Compensation

The Board and management are committed to excellence in governance and recognize the interest our shareholders have

expressed in the Company’s executive compensation program. As a part of that commitment, and in accordance with SEC rules,

we ask our shareholders to approve an annual advisory resolution on the compensation of the named executive officers ("NEOs"),

as reported in this Proxy Statement. This proposal, commonly known as “say-on-pay,” gives shareholders the opportunity to

approve or not approve our fiscal year 2024 compensation for NEOs. Our shareholders previously voted in favor of an annual

say-on-pay vote, and our Board determined to hold an annual vote.

This vote is not intended to address any specific item of compensation, but rather to address the compensation paid to our NEOs

as disclosed in this Proxy Statement, which we believe reflects our overall compensation policies and procedures relating to the

NEOs. While your vote is advisory and will not be binding on the Compensation Committee or the Board, we strive to align our

governance policies and practices with the interests of our shareholders. The Compensation Committee and the Board considers

the outcome of the say-on-pay vote when considering future compensation plans.

We are requesting your non-binding vote on the following resolution:

“RESOLVED, that the shareholders approve the compensation of the named executive officers as described in the Compensation

Discussion and Analysis and the tabular and accompanying narrative disclosure of named executive officer compensation in the

Proxy Statement for the 2025 Annual Meeting of Shareholders.”

We believe that our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders.

Columbia’s compensation program is guided by the philosophy that total executive compensation should vary based on

achievement of both individual and corporate goals and objectives, and should be focused on long-term strategies to build

shareholder value. We invite you to consider the details of our executive compensation provided under the “Compensation

Discussion and Analysis” section. That section provides you with information about the structure of our executive compensation

and the objectives that our compensation program is intended to achieve.

Vote Required and Board Recommendation

Approval of the proposal on the advisory (non-binding) vote to approve executive compensation requires that the votes cast "FOR"

the proposal exceed the votes cast "AGAINST" at the virtual Annual Meeting or by proxy and voting on this proposal. Abstentions

and broker non-votes will have no effect on the outcome of this proposal.

The Board of Directors unanimously recommends a vote “FOR” approval of

the resolution approving compensation of named executive officers.

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Executive Summary

Letter From The Compensation Committee

Dear Fellow Shareholders,

As you consider your vote on our annual say-on-pay resolution, we encourage you to review the CD&A, which contains important

information that may inform your voting decision and we believe supports voting in favor of our say-on-pay resolution. The

Compensation Committee continues to believe that our executive compensation program attracts, retains, and motivates key

executives of superior ability who are critical to our success, and achieves the goal of positioning the Company for long-term

success. 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.

The Compensation Committee considers the results of the annual say-on-pay vote, together with feedback received through

ongoing shareholder engagements, as it reviews the effectiveness and competitiveness of the executive compensation program,

taking into account business context and market practices. Our say-on-pay proposal at last year’s annual meeting received a

favorable vote from 55% of the shares voted, compared to over 97% the prior year.

After the 2024 say-on-pay advisory vote result, the Compensation Committee discussed the factors impacting the vote results.

The Compensation Committee and the Board reviewed our existing investor outreach program and worked with management

to enhance our efforts to specifically understand what drove that vote result and to receive additional, compensation-focused

feedback. From our 2024 enhanced outreach program we received insightful questions and feedback about our executive

compensation program and the 2024 annual meeting say-on-pay vote. Below are answers to representative questions we

received from investors:

Q: What steps did you take to enhance your shareholder engagement program?

A: We substantially increased our shareholder engagement. In the third and fourth quarters of 2024, we contacted 44 institutional

shareholders collectively representing more than 80% of our outstanding shares, offering to discuss our executive compensation

program and corporate governance matters, an increase from our 2023 outreach to shareholders collectively representing

approximately 50% of our outstanding shares. We contacted all shareholders that we could determine owned at least 0.33% of

our outstanding shares and voted against the 2024 say-on-pay resolution, updating our outreach to ask specific questions to help

us identify how best to be responsive to the 2024 results.

Twelve shareholders representing 50% of our outstanding shares accepted our offer to engage, while shareholders representing

10% of our outstanding shares passed on engagement and shareholders representing 19% of our outstanding shares did not

respond. We have six shareholders representing an aggregate 3% of our outstanding shares that we were unable to contact.

We included an independent director from our Nominating and Governance Committee or Compensation Committee in ten of

the twelve discussions, including with our top five shareholders, while our previous engagement included only management

representatives. We met with shareholders from November 2024 through February 2025. We plan to continue our robust

shareholder engagement program in 2025, offering investors the opportunity to engage on compensation-related and corporate

governance matters.

Q: What did you hear from shareholders with respect to the 2024 say-on-pay vote?

A: Overwhelmingly, we heard that our shareholders support our overall approach to, and the components of, our executive

compensation, but took issue with the Merger-related compensation granted to our former Executive Chair under the October 2021

Executive Chair agreement, especially in light of 2023 Company performance, which did not meet expectations. Some

considered the October 2021 Executive Chair agreement as providing a payout for severance despite no loss of employment

(i.e., a single trigger).

Q: How are you addressing the compensation-related concern raised by shareholders?

A: We have not entered into any arrangements similar to the October 2021 Executive Chair agreement, and we plan to continue

the enhanced 2024 shareholder engagement program.

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We discussed with shareholders that the pre-Merger Umpqua and Columbia boards realized that the Executive Chair role would be

critical to the success of the combined company, and that the terms were consistent with similar transformative merger precedents

and were essential for retention. Looking back, we believe that the Merger-related compensation decisions have been very effective

in achieving Company goals related to Merger synergy targets, ensuring an effective transition of the Board, retaining critical

executive leadership team talent, and developing a combined company strategy focused on generating long-term shareholder

value. This effectiveness is reflected in the completion of the post-Merger integration ahead of schedule, which facilitated the Bylaw

Amendments and the elimination of the Executive Chair role in 2025. Many shareholders acknowledged the uniqueness of the

Merger opportunity and indicated go-forward support for our compensation program provided we enhance and discuss our investor

outreach and shareholder engagement efforts in light of the 2024 vote.

Our new executive change-in-control plan, effective beginning in 2025, includes "double trigger" provisions, meaning any benefits

are payable only if the executive experiences a qualifying termination of employment in connection with a change in control. All of

our existing severance, employment and change-in-control arrangements only provide benefits upon qualifying termination of

employment. We will perform appropriate shareholder engagement regarding future severance arrangements or changes to

existing arrangements, if any, that vary from our "double trigger" standard.

In light of the overall support from shareholders for our approach to compensation, our program for 2024 consisted of competitive

base salary, short-term cash incentives tied primarily to objective financial metrics and long-term incentives in the form of equity

with at least 50% of executive awards tied to performance metrics, with no major structural changes.

Q: What actions did you take to address concerns over financial performance?

A: The executive team conducted an enterprise-wide evaluation of our operations during the first quarter of 2024. The full-scale

review resulted in consolidated positions, simplified reporting and organizational structures, and an improved profitability outlook.

The operating efficiency initiative resulted in significant cost savings, which also provided funds for targeted reinvestment in line

with our strategic initiatives, including in support of new locations in targeted growth markets, the addition of experienced bankers

throughout our footprint, and products and technologies that create operational efficiencies and revenue growth opportunities.

Please see the "2024 Company Milestones" section for additional information.

Sincerely,

The Compensation Committee


Luis F. Machuca (Chair)	Maria M. Pope
Craig D. Eerkes	John F. Schultz
Mark A. Finkelstein	Elizabeth W. Seaton
Peggy Y. Fowler	Anddria Varnado

2024 Company Milestones

2024 initiatives contributed to financial performance improvement:

▪In early 2024, we completed an enterprise-wide evaluation of our operations that resulted in consolidated positions, simplified reporting and

organizational structures, and contributed to improved profitability. We achieved gross annualized savings of $82 million from improved

operational efficiency, which supports $12 million of ongoing reinvestment in people, locations, and technology enhancements.

▪In the first quarter of 2024, we conducted a comprehensive review related to the evaluation and approval of deposit pricing, which resulted in

enhanced pricing visibility that contributed to stability in interest-bearing core deposit rates and net interest margin improvement through 2024.

Our net interest margin improved to 3.64% in the fourth quarter of 2024 from 3.52% in the first quarter of 2024.

We invested and grew in new markets:

▪We reduced our branch count by four on a net basis in 2024, as opportunistic consolidations and strategic relocations funded expansion in

newer markets.

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▪Our first two branches in Arizona, which we opened in the Phoenix metropolitan area during 2024, advance our strategy to add retail locations

in markets with established commercial banking teams, as we did in the Salt Lake City metropolitan area when we opened our first branch in

Utah during 2023.

▪We announced our plans to open five branches during 2025, and locations include Denver, Colorado and Los Angeles, California.

We made key technology enhancements in support of our customers and associates:

▪We introduced a new platform for consumer online account openings to improve efficiency and enhance vendor support.

▪We added a new business online banking platform designed specifically to meet the needs of our small business customers.

▪We rolled out a new Customer Relationship Management tool to enhance our bankers' ability to provide exceptional service,

improve organizational efficiency, and increase opportunities to generate revenue through needs-based solutions for existing and

prospective customers.

We supported our communities:

▪We awarded $1.25 million in community grants to 212 nonprofits across our eight-state Western footprint as part of our 2024 Community

Grants Program.

▪We were selected as the primary partner to administer a Matched Savings Program in partnership with Washington Workforce Association

and Financial Beginnings to offer low-income and under-employed job seekers access to financial coaching and matched savings accounts.

▪We raised nearly $350,000 to help families and individuals struggling with homelessness in communities across the Northwest as part of our

annual Warm Hearts Winter Drive.

We maintained a robust dividend payout as our capital ratios expanded:

▪During 2024, we declared and paid a cash dividend of $0.36 per common share for all four quarters, equating to $1.44 and representing a

56% payout of our earnings per diluted common share of $2.55 for the year ended December 31, 2024.

▪Organic capital generation outpaced our dividend payments and balance sheet growth. As a result, our total risk-based capital ratio

expanded by approximately 100 basis points during 2024, to 12.8% as of December 31, 2024.

2024 Financial Results

The following is a summary of our 2024 financial performance:

▪Net income of $533.7 million and operating pre-provision net revenue ("PPNR")* of $870.7 million

▪Diluted earnings per share ("EPS") of $2.55

▪Efficiency ratio of 57.14%

▪Net charge-offs as a percentage of average loans and leases of 0.34%

▪Return on average assets of 1.03% and PPNR return on average assets* of 1.59%

▪Return on average common equity of 10.55%

▪Return on average tangible common equity* of 15.31%

▪Loan balances of $37 billion and deposit balances of $42 billion at December 31, 2024, which reflect increases of 1% and 0%,

respectively, over December 31, 2023, balances

▪Continued strong credit quality

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

The Company’s total shareholder return (“TSR”) was 8.0% for 2024, compared to the KBW Regional Banking Index (“KRX”)

performance of 13.2% and the peer group performance of 27.5%. A shift in the Company’s funding mix toward higher-cost

wholesale sources in late 2023 drove net interest margin contraction, differing from analyst and investor expectations. When the

Company released its 2023 earnings results in January 2024, the consensus forward EPS estimate adjusted to reflect this margin

contraction and the Company's stock significantly underperformed. The subsequent execution of cost-saving and other operational

initiatives, publicly disclosed in the spring of 2024, was received favorably and the stock recovered some of the underperformance

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through the second and third quarters of the year. In the final quarter of 2024, however, our stock again underperformed, which we

believe stemmed from the Company’s liability-sensitive balance sheet amid diminishing expectations for additional rate cuts by the

Federal Reserve. We paid regular quarterly cash dividends of $0.36 per share in February, May, August, and November 2024.

The annualized dividend yield at year-end 2024 was 5.49%.

Strong Governance Features

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

to enhance our policies and practices, which include the following:


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

2024 Compensation Decisions

Our decisions regarding 2024 NEO compensation were based on the Compensation Committee's annual process of:

▪Assessing and approving a peer group for competitive market analysis by the independent compensation consultant

▪Reviewing the components of compensation and total compensation compared to the peer group

▪Evaluating Company and individual executive performance

▪Considering feedback from shareholders

The Compensation Committee did not change the primary components of executive compensation, which include a mix of fixed

and variable compensation with a focus on performance elements, and did not grant any one-time or off cycle bonuses or equity

awards in 2024. For 2024, the Compensation Committee approved:

Chief Executive Officer compensation including:

▪No change in annual base salary

▪No change in target incentive opportunity and an annual incentive plan with 80% corporate and 20% individual components

▪Individual goals primarily tied to improved operating efficiency with 50% of the individual component based on reducing non-interest expense

▪Significant performance-based components with 80% of Mr. Stein’s total direct compensation opportunity (assuming target achievement

levels) being variable or at-risk and over half in the form of equity awards

▪Equity awards consisting of 60% performance-based and 40% service-based awards

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Compensation for our Chief Financial Officer and Umpqua Bank Presidents including:

▪2024 market competitive target pay

▪An annual incentive plan with 80% corporate and 20% individual components with the Umpqua Bank Presidents' individual goals tied to

objective measures aligned to our strategic plan

▪Equity awards consisting of 60% performance-based and 40% service-based awards

Executive Chair compensation including:

▪No change in annual base salary

▪No change in target incentive opportunity and an annual incentive plan approved by the independent directors tied to individual goals

▪Equity awards consisting of 60% performance-based and 40% service-based awards

Incentive plan conditions:

▪Operating PPNR to budget as the corporate metric in our annual cash incentive plan

▪Chief Financial Officer individual goals tied to improved operating efficiency and strategic initiatives

▪Umpqua Bank President of Consumer Banking and President of Commercial Banking individual components based on objective metrics to

advance our strategy including commercial and industrial ("C&I") loan growth, core deposit growth, fee income growth as a percentage of

revenue, and reducing non-interest expense

▪Performance-based equity awards utilizing the following two metrics relative to the peer group's performance for the 2024-2026 performance

period: return on average tangible common equity ("ROTCE") and total shareholder return ("TSR"), with a requirement that a minimum level of

performance be achieved in order for any awards to vest

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

approved the Company’s and individual NEOs’ performance under the 2024 short-term incentive plan including:

▪Operating PPNR* of $870.7 million, resulting in a payout level of 125% for the primary corporate performance component of the short-term

incentive plan

▪Goal achievement resulting in payout levels ranging from 100% - 120% for the individual performance component

▪Total NEO payouts in the first quarter of 2025 ranging from 100% - 124% of target

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

Other key actions and additional detail with respect to salary and annual and long-term incentives are discussed in the

“Compensation Decisions” section.

Compensation Philosophy and Process

Our executive compensation program is designed to attract, engage, and retain qualified executives and to reward actions and

results that the Compensation Committee and Board believe will increase the Company’s value and maximize shareholder return.

Special attention is given to ensuring that compensation plans do not encourage NEOs or other executives to take excessive risks.

Our executive compensation program is performance-based and closely aligns total compensation with achievement of financial

and strategic goals. A meaningful portion of total compensation is variable and tied to future shareholder return.

Executive Compensation Philosophy

The Company has adopted the following written statement of its executive compensation philosophy: “Our executive compensation

philosophy guides our compensation approach, with the objective of aligning the interests of our executives with those of our

shareholders. It is designed to motivate and recognize superior performance, in keeping with our long-term goal to consistently

increase shareholder value, and to attract and retain a high performing executive team, while ensuring the safety and soundness

of Umpqua Bank."

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The Compensation Committee is guided by the following key principles in determining the compensation of

our executives:

Roles And Responsibilities Of The Compensation Committee

The Compensation Committee carries out the Board’s overall responsibilities with respect to executive compensation. The Board

reviews the President and Chief Executive Officer’s performance with respect to individual goals, leadership of the organization,

and the Company’s financial performance and successful execution of the Company’s strategic plan. The President and Chief

Executive Officer is not present during discussions regarding any decisions on his compensation. During the time that the Company

employed an Executive Chair, the Board's review included the performance of the Executive Chair, who, like the President and

Chief Executive Officer, was not present during such discussions.

All Compensation Committee members are required to meet the Nasdaq and SEC independence requirements. The Compensation

Committee operates under a written charter, which is posted on our website. The Compensation Committee annually reviews its

charter and recommends changes to the Board. The Compensation Committee Chair sets the Compensation Committee’s meeting

agenda and calendar. As authorized by its charter, the Compensation Committee has hired an independent consultant for advice on

compensation matters.

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Each year the Compensation Committee engages in extensive executive compensation discussions in multiple meetings with

its independent consultant. The Compensation Committee reviews and approves each of the elements of executive officer

compensation and assesses whether compensation programs and practices carry undue risk.

The annual cycle of executive compensation discussions and decisions that the Compensation Committee typically

follows is:

Role of the Compensation Consultant / Evaluation of Independence

The Compensation Committee reviews information provided by a recognized, independent compensation consultant including

survey or “benchmarking” data, peer group recommendations, compensation and governance best practices, and plan design

suggestions. The Compensation Committee uses this information to understand prevailing market practices and aggregate, as well

as component, compensation packages provided by financial services companies similar in size and scope. The Compensation

Committee has full authority to retain and terminate the services of the compensation consultant. Each year, the Compensation

Committee conducts an independence review of its compensation consultant pursuant to SEC and Nasdaq rules.

For 2024, the Compensation Committee confirmed the independence of, and engaged, Mercer as its consultant.

The Compensation Committee received a letter from Mercer assessing its independence under the SEC’s six factor test.

The Compensation Committee also conducted its own assessment of Mercer’s independence and concluded that no conflict of

interest existed in connection with the services provided. For 2024, fees paid to Mercer for executive and director compensation

consulting totaled $100,000. The Compensation Committee considered fiscal year 2024 fees paid to Mercer and its Marsh &

McLennan Companies affiliates for services other than executive and director compensation provided to the Company, which

totaled $891,337 and consisted of health and welfare plan administration, management and consulting. The 2024 fees paid were

approximately 0.004% of Marsh & McLennan Companies’ fiscal year 2024 revenue.

Role of Management

Our President and Chief Executive Officer is actively engaged in recommending the compensation of our other executive officers

(except the former Executive Chair). At the end of each fiscal year, the President and Chief Executive Officer reviews with the

Compensation Committee the performance of each such executive officer and makes base salary, annual incentive compensation

target and payout, and equity award recommendations. The Compensation Committee reviews those recommendations and

compares them with peer group information to ensure that executive compensation is competitive, and that the President and

Chief Executive Officer is exercising appropriate discretion. The Compensation Committee reviews, and ratifies or approves, all

components of the compensation for executive officers covered by Nasdaq requirements, including salary, annual incentives and

long-term incentive compensation.

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Our Chief Human Resources Officer works with our President and Chief Executive Officer, Compensation Committee, business unit

executives, General Counsel and, as appropriate, outside counsel and the Compensation Committee’s independent consultant to

recommend and design the overall structure of the Company’s incentive and benefit plans.

Considerations In Determining Compensation

Peer Group: The Compensation Committee, with assistance from its independent compensation consultant and input from

management, establishes the Company’s peer group. The selection process begins with a list of potential peer companies, which

is filtered using various criteria described below to determine the final list of peer companies. The following outlines the process

utilized by the Compensation Committee in initially selecting the peer group in 2023, and in reviewing the peer group in 2024.

* In 2024, the Compensation Committee reviewed the peer group adopted in 2023 and decided to remove one peer (First Citizens Bancshares) based on a significant

acquisition and increase in size. For compensation decisions made in the first quarter of 2024 the Compensation Committee used market comparison and benchmarking

data gathered in 2023 that included First Citizens Bancshares.

The Compensation Committee relies on the peer group analysis to provide relevant market data and trend information but does

not consider the peer group analysis to be a substitute for its collective business judgment.

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Compensation Risk Assessment and Regulatory Requirements

The Compensation Committee oversees the management of risks that may be posed by the Company’s compensation practices

and programs. As part of this process, the Compensation Committee has been responsible for reviewing the incentive

compensation policies and practices for all associates, not just executive officers.

The Company develops and implements compensation plans that provide strategic direction to the participant and engages them

in the Company’s success, which we believe contributes to shareholder value. In addition to the strong governance features

highlighted in the CD&A “Executive Summary” section, the following features of our corporate governance and compensation

program help to mitigate any excessive risk-taking that could harm Company value or reward poor judgment:

▪Goal setting tied to strategic initiatives

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

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

▪Industry / market benchmarking

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

▪Overarching governance structure which includes a code of ethics and Board committees’ focus on risk management

The Compensation Committee regularly reviews all of the Company’s incentive compensation plans to assess whether the plans

present risks that are reasonably likely to have a material adverse effect on the Company.

When evaluating risk, the Compensation Committee noted that operating PPNR, which is based on audited financial results,

is the primary financial component of annual incentive compensation. The Compensation Committee and the Board receive

regular reports about operating PPNR, the key drivers impacting operating PPNR, and the steps taken by management to address

operating efficiencies, deposit prices, loan yields and growth initiatives. The degree of oversight devoted to operating PPNR is a

strong risk control.

Annual Say-On-Pay Vote

Our say-on-pay resolution at last year’s annual meeting received a favorable vote from 55% of the shares voted.

The Compensation Committee considers the results of the annual vote in making compensation decisions. Please refer to

the "Letter From The Compensation Committee" section for additional information.

Internal Pay Equity

In 2024, the Compensation Committee considered internal pay equity when it reviewed the total compensation paid to the President

and Chief Executive Officer, as compared to the NEOs and other executive officers that report to the President and Chief Executive

Officer. Based on its review, the Compensation Committee was satisfied that the comparative relationship between the

compensation of the President and Chief Executive Officer and other executive officers is appropriate.

Impact of Tax Treatment of Compensation

Section 162(m) of the Internal Revenue Code generally imposes a $1 million limit on the amount a public company may deduct for

compensation (including performance-based compensation) paid to a company’s “covered employees,” which includes our NEOs.

The Compensation Committee considers the deductibility of the compensation paid to our NEOs as one of several factors in

compensation decisions but believes that its primary responsibility is to provide a compensation program that attracts, retains and

rewards the executive talent necessary for our success. Consequently, the Compensation Committee may pay or provide, and has

paid or provided in the past, compensation that is not tax deductible or is otherwise limited as to tax deductibility.

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Compensation Decisions

Elements of 2024 Compensation


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

In setting base salaries and incentive targets for 2024, the Compensation 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 2024 was set

at or near the median of the peer group.

The charts below show total direct compensation established for 2024 for our President and Chief Executive Officer and the

average total direct compensation for our other NEOs, excluding our former Executive Chair. The charts include salary paid, annual

cash incentive opportunities at target achievement, and equity awards granted in 2024 at the fair value reflected in the "2024

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Summary Compensation Table" section. 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.

Total Direct Compensation

The table below shows the 2024 total direct compensation opportunities for our NEOs, assuming performance-based compensation

at target (100%) achievement. The Compensation Committee and the Board considered total direct compensation as a factor in

making annual compensation decisions, and also reviewed the individual components compared to the peer group.


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

*The amounts reported above differ from the amounts determined under SEC rules as reported in the "2024 Summary Compensation Table" section. The above table is not

a substitute for the "2024 Summary Compensation Table" section.

Base Salary

Base salary provides a secure base of cash compensation for executives that is competitive with the market. Executive salary

increases do not follow a preset schedule or formula; the following are considered when determining appropriate salary levels:

▪The individual’s current and sustained performance results and the methods utilized to achieve those results

▪Non-financial performance indicators, including strategic developments for which an executive has responsibility (such as merger integration,

product development, expansion of markets, increase in organic loan or deposit growth and acquisitions) and managerial performance

(such as service quality, sales objectives and regulatory compliance)

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▪Company financial performance

▪Peer data through competitive assessment reports

Mr. Stein's and Mr. O'Haver's contracts with the Company entered into in October 2021 in connection with the Merger, set base

salary at $1,150,000 and $1,250,000, respectively, with future increases at the discretion of the Compensation Committee.

For 2024, the Compensation Committee recommended no adjustments to Mr. Stein's or Mr. O'Haver's salaries and the

Board did not change their salaries from 2023 levels. The Compensation Committee approved increased base salaries for

Messrs. Farnsworth, Merrywell, and Nixon that were competitive within the peer group with adjustments based on peer data,

performance and internal equity. Based on such review, including the internal equity analysis, Mr. Stein recommended increasing

Mr. Merrywell's salary to the same level as Mr. Nixon's, who also serves as an Umpqua Bank President. Mr. Merrywell's

compensation was harmonized over two pay cycles with Mr. Nixon's given their joint roles as Umpqua Bank Presidents.


Name	Base Salary	Increase Over Salary at Prior Year-End %
Clint E. Stein	$1,150,000	—%
Ron L. Farnsworth	$605,000	6%
Christopher M. Merrywell	$715,000	16%
Torran B. Nixon	$715,000	4%
Cort L. O’Haver	$1,250,000	—%

Annual Incentive Plan

At the beginning of each year, we approve the terms of a short-term, cash incentive plan for our executive officers. The

Compensation Committee sets the target incentive as a percentage of base salary based on peer and market data for similar

positions, total direct compensation, internal groupings of executives and, if applicable, executives’ employment agreements.

For 2024, the Compensation Committee increased Mr. Farnsworth's target from 80% to 85%, which was competitive within the

peer group based on market data, and maintained target incentives at 2023 levels for other NEOs after reviewing market data

and internal equity.


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

The Compensation Committee uses primarily objective elements for annual incentive plans. Achievement of the target incentive is

generally based on the success of the Company and the individual executive in performance areas specific to their role and

Company initiatives. The Compensation Committee also establishes a maximum payout above the target incentive, as well as a

minimum performance requirement with respect to the Company performance measure in order to receive any payout. Our annual

incentive plans expressly provide the Compensation Committee authority to apply “negative discretion” to reduce awards and to

apply risk modifiers prior to payout. Our 2024 Annual Incentive Plan, which for NEOs other than Mr. O’Haver, was weighted 80%

based on corporate performance measured by our operating PPNR performance, and 20% on individual goals. Mr. O’Haver’s

annual incentive was weighted 100% based on individual goals, consistent with the separation of Board Chair and Chief Executive

Officer duties and the Compensation Committee’s desire to have Mr. O’Haver focus on strategic planning and Board matters.

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The Compensation Committee selected operating PPNR due to its:

▪Focus on the core profitability of the Company (in part due to its insulation from volatility in loan loss provision expense caused by CECL

accounting requirements, which may create increased loss provision expense based on economic forecasts that may or may not actually

create problem loans)

▪Wide use by investors and analysts to measure profitability

Financial Performance – Operating PPNR

The Compensation Committee set an operating PPNR* target of $852 million for 2024 and established the following

achievement levels:


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

We believe operating PPNR at target (100% payout) level for 2024 was a challenging but achievable goal that advanced our

strategic initiatives. The target varies from year to year, and compared to 2023, our Compensation Committee determined to

set a lower operating PPNR target for 2024 due to external economic factors, primarily the Federal Reserve's decision to increase

interest rates in 2023 in order to slow economic activity and tighten liquidity. The Federal Reserve's actions adversely impacted

projected 2024 funding balances and costs, as well as the anticipated prepayment speeds that affect purchasing accounting

accretion and amortization. Our 2024 budget therefore assumed lower prepayment speeds and a higher cost of funds given

the market conditions. Offsetting these impacts, the 2024 budget also reflected other key strategic initiatives, including targeted

relationship-driven loan and customer deposit growth to bolster and stabilize interest income, plans to increase non-interest

income, and operating efficiency targets aimed at achieving reductions in non-interest expense in select areas.

Operating PPNR is calculated on the basis of the Company’s operating earnings less the amount of the provision for credit losses.

Operating earnings means the Company’s after-tax net income adjusted to exclude the following items due to their one-time nature

or relationship to market externalities:

▪Exit or disposal costs and other charges related to business combinations such as Merger expense, goodwill impairment charges or bargain

purchase gains

▪Gains or losses from the change in fair value:

▪Due to model inputs of the Company’s mortgage servicing rights

▪Of the hedge on the Company’s mortgage servicing rights

▪Of swap derivatives

▪Of loans carried at fair value

▪Net gains or losses on investment securities

▪Other special, unusual or non-recurring items as determined by the Compensation Committee in its sole discretion, which for 2024 included

an FDIC special deposit insurance assessment to replenish the Deposit Insurance Fund following certain large bank closures earlier in 2024

The Compensation Committee reviewed and approved achieved operating PPNR* at $870.7 million for 2024, resulting in a

payout level of 125% for the corporate performance component of the NEOs’ annual incentives other than Mr. O’Haver.

*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.

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Individual Performance

The individual performance component of the 2024 Annual Incentive Plan comprised 20% of annual NEO incentives, other than

forMr. O’Haver, whose incentive was entirely based on performance against individual goals. Consistent with the Company’s past

separation of duties of the Board Chair and the Chief Executive Officer, the Compensation Committee selected individual goals for

Mr. O’Haver that focused his efforts on strategic planning and engaging individual Board members. The 2024 individual goals

consisted of:

Mr. Stein

▪Continue to drive operational efficiencies through enhanced technological tools, simplified policies and processes, and organizational

alignment, measured against target annualized expense savings of $50 million, a target non-interest expense to average assets ratio of

under 2.05% for the fourth quarter of 2024 and verified improvement in processes and / or the utilization of appropriate technology tools (50%)

▪Develop and implement a comprehensive performance improvement plan that reflects the Board and shareholder preference for consistent

top tier performance, measured by quarterly performance consistent with consensus expectations, balance sheet optimization strategies, and

the reduction of redundancy and inefficiencies across the company (40%)

▪Improve the Company’s Net Promoter Score, measured against strategic target with an expected 20% increase in 2024 (10%)

Mr. Farnsworth

▪Work with the executive team to execute efficiency initiatives driving our fourth quarter 2024 operating non-interest expense to average

assets ratio to under 2.05% (50%)

▪Enhance our investor relations reporting process, measured by improved shareholder engagement and communications (25%)

▪Improve operational efficiency within our information technology and data management functions, measured by these groups advancing

efforts to achieve our strategic goals combined with reduced expense levels for fourth quarter 2024 as compared to fourth quarter 2023 (25%)

Messrs. Merrywell and Nixon

▪Increase C&I loan growth by 2-5% and C&I share of the loan portfolio by 1% by 2024 fiscal year-end (15%)

▪Achieve core deposit growth to match loan growth, where non-interest bearing demand deposits as a percent of total deposits is at least

33% at 2024 fiscal year-end (35%)

▪Achieve non-interest income as a percent of operating revenue at a minimum of 12% by 2024 fiscal year-end (20%)

▪Manage fourth quarter 2024 operating non-interest expense to average assets ratio to under 2.05% (30%)

Mr. O’Haver

▪Long-range strategic planning including regular review of current strategic objectives and progress toward top quartile returns, and an

annual review of the strategic plan (40%)

▪Board management including assessment of Board skills and qualifications (20%)

▪Chief Executive Officer advisory (20%)

▪Chair duties including effective Board meetings, Board training, Chief Executive Officer evaluation, risk and opportunity identification

and developing meeting agendas, as well as active engagement of Board members (20%)

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For the individual performance component of the award, the Compensation Committee and Mr. Stein (in the case of Messrs.

Farnsworth, Merrywell and Nixon) and the Compensation Committee and the Board (in the case of Messrs. Stein and O’Haver)

considered the following:


NEO	Individual Performance Factors
Clint E. Stein	▪Leading the Company through the achievement of operational efficiencies, which resulted in $82 million of annualized expense savings and opportunities for strategic reinvestment to advance the Company's strategy
	▪Managing consistent financial performance improvement with EPS growth each quarter
	▪Significant focus on customers and improved customer service, evidenced by improvement in Net Promoter Score
Ron L. Farnsworth	▪Contributing to the cost savings initiatives
Ron L. Farnsworth	▪Improving communications to investors and expanded outreach with a focus on clear strategic messaging
Christopher M. Merrywell and Torran B. Nixon	▪Contributing to the cost savings initiatives including over-achievement of goal to fund key strategic initiatives moving forward
	▪Improvement in core fee income results, exceeding budget and nearing the 2024 target of 12% of operating revenue
	▪C&I loan growth improving but falling short of target and paying out at 50% achievement
	▪Core non-interest bearing deposits exceeding targeted percentage of total deposits and funding loan growth
Cort L. O'Haver	▪Leading strategic planning session at the 2024 Board retreat and continuing the Board's focus on monitoring critical strategic initiatives and metrics
Cort L. O'Haver	▪In coordination with the Chair of Nominating and Governance Committee, assessing current skills of the Board, and developing strategy for go-forward Board size and mix of qualifications and skills

The Compensation Committee determined that Mr. Stein had met his individual goals, exceeding the targeted cost savings goal,

and recommended approval of a 120% payout on the individual component. The Compensation Committee determined that

Mr. O’Haver met his individual goals and recommended approval of a 100% payout on his annual incentive plan opportunity.

The Board approved Messrs. Stein’s and O’Haver’s awards at the levels recommended by the Compensation Committee.

Mr. Stein assessed each of the other NEOs' performance in recommending the individual goal achievement level. He presented his

assessment to the Compensation Committee and discussed his compensation recommendations for each NEO. After considering

2024 performance, the Compensation Committee approved the achievement of the individual performance component of the

annual incentive awards at the following percentages of target: 100% for Mr. Farnsworth and 119% for Messrs. Merrywell and

Nixon. The Compensation Committee placed significant weight on Mr. Stein's incentive award recommendations but independently

reviewed and approved those recommendations.

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Final Annual Incentive Payouts

Based on the 2024 corporate financial and individual performance results and decisions described above, the Compensation

Committee (as well as the Board in the case of Messrs. Stein and O’Haver) approved final annual incentive award payouts to

the NEOs for 2024 as follows:


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

Equity Awards

Our 2024 Equity Plan provides for the grant of restricted stock, incentive stock options, nonqualified stock options, restricted stock

units, and stock appreciation rights. We believe executive officers and other key management positions should have a meaningful

portion of their competitive total compensation opportunity linked to shareholder return, which is directly tied to our long-term vision

of growth, stability, asset quality and our commitment to a personalized relationship banking approach. Long-term incentives take

the form of equity awards that are intended to align the interests of the executive with those of our shareholders by encouraging

ownership of our common stock and tying value to the long-term market value of the Company’s stock. These awards also serve

to promote an executive’s continued service to the organization by vesting over a period of years and encourage sound risk

management by providing a balanced view of performance and aligning awards with the longer-term time horizon of risk outcomes.

Our 2024 long-term incentive compensation consisted of a combination of (i) performance-based restricted stock units

(“Performance Stock Units” or “PSUs”) that are earned and vest at the end of a three-year performance period and (ii) service-

based restricted stock units (“Restricted Stock Units” or “RSUs”). The March 2024 PSUs vest at the end of the three fiscal year

performance period ending December 31, 2027, based on achievement levels of our TSR and our ROTCE compared to the

peer group. The NEOs also received RSUs in March 2024 that vest ratably over three years subject to continued service.

The Compensation Committee set these long-term incentive targets based on peer and market data for similar positions.

The mix of equity awards in 2024 was:


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

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The following table presents grant date fair value of equity awards (with PSUs at target performance) granted in 2024 by the

Company as a percentage of base salary for each of the NEOs:


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

The Compensation Committee selected two performance metrics for the PSUs with half of the awards to vest based on ROTCE

and half based on TSR performance, both relative to the peer group approved by the Compensation Committee and discussed in

the “Considerations in Determining Compensation – Peer Group” section. We believe TSR directly links executive compensation

to the returns realized by our shareholders, and that a measure based on return on equity links executive compensation to the

creation of long-term value for shareholders. The combination of metrics ensures that our awards are not advantaged or penalized

by general market conditions.

The vesting of PSUs will be determined based on the Company’s achievement of Threshold, Target or Maximum levels of TSR

Performance and ROTCE Performance as follows:


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

Award achievement in the event of performance at levels between Threshold and Target and between Target and Maximum will be

based on straight-line interpolation between such levels. For example, performance of 80% or 111% will result in 80% or 111%,

respectively, of the award vesting.

ROTCE Performance is equal to the quotient resulting from dividing Company Average ROTCE by the Peer Group Average

ROTCE. Company Average ROTCE is calculated by dividing the sum of the Company’s ROTCE for 2024, 2025 and 2026 by three.

Peer Group Average ROTCE is the sum of each peer company’s Peer ROTCE divided by the number of peers. Peer ROTCE is

calculated in the same manner as the Company’s ROTCE: the sum of a peer’s 2024, 2025 and 2026 ROTCE divided by three.

TSR Performance is equal to the quotient resulting from dividing Company TSR by the Peer Group TSR. Company TSR is the sum

of TSR for the Company as determined on each of the last 20 trading days of the performance period (January 1, 2024, through

December 31, 2026), with each TSR measured from the grant date divided by 20. Peer Group TSR is the median of the TSR for all

peers based on each Peer Company TSR. Peer Company TSR is calculated in the same manner as Company TSR: the sum of

TSR for a peer as determined on each of the last 20 trading days of the performance period, with each TSR as measured from the

Grant Date, divided by 20. TSR is the cumulative total shareholder return, assuming dividend reinvestment and expressed as a

percentage return, as applied to the Company or any peer, and meaning stock price appreciation from: (A) the beginning of the

performance period using the initial closing price to (B) a trading day in the 20 trading day period preceding the end of the

performance period using the closing price of such company’s common stock.

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For example, if the Company’s Average ROTCE is 15% and the Peer Group Average ROTCE is 16%, for the 2024-2026 period,

ROTCE Performance is equal to 93.75% (15 divided by 16), resulting in 93.75% award vesting. If over the same performance

period the Company TSR is 20% and the Peer Group TSR is 16%, TSR Performance is 125%, resulting in 125% award vesting.

When ROTCE Performance or TSR Performance matches the peer group performance, awards vest at target, or 100%.

2021 Performance-Based Equity Awards

As previously disclosed, each Umpqua equity award that was outstanding prior to the closing of the Merger was converted into a

corresponding award with respect to Columbia common stock. Each such converted Umpqua equity award continued to be subject

to the same terms and conditions, except that for awards granted prior to fiscal year 2023 that were subject to performance-based

vesting, such awards converted into service-based vesting awards, with the number of shares of common stock underlying such

awards calculated and fixed immediately prior to the closing of the Merger. Umpqua equity awards for the 2021-2023 performance

period with a relative TSR performance condition were converted based on performance at the 115.75% level, and Umpqua equity

awards for the 2021-2023 performance period with a relative ROTCE performance condition were converted based on performance

at the 100% (target) level (collectively, “Umpqua 2021 Awards”). Messrs. Farnsworth, Nixon and O’Haver held Umpqua 2021

Awards, which vested on January 1, 2024.

In addition, each Columbia performance-based equity award that was outstanding prior to the closing of the Merger and granted

prior to fiscal year 2023 was converted into a service-based vesting award, with the number of shares of common stock underlying

such award calculated and fixed immediately prior to the closing of the Merger. Columbia performance-based equity awards for the

2021-2023 performance period were converted based on performance at the 100% (target) level (collectively, “Columbia 2021

Awards”). Messrs. Stein and Merrywell held Columbia 2021 Awards, which vested on January 1, 2024.

Other Compensation Information

Equity Compensation Practices

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

▪Upon initial employment with the Company

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

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

Clawback Policies

Historically, the Company maintained a comprehensive clawback policy that applied in the event of a required accounting

restatement, the grant or payment of incentive compensation based on materially inaccurate performance metrics, or certain

misconduct or risk failures by a covered officer. Effective December 1, 2023, the Board adopted a new clawback policy, the Policy

for the Recovery of Erroneously Awarded Incentive-Based Compensation (as amended on October 22, 2024, the “Dodd-Frank

Clawback Policy”), to comply with Section 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)

and the applicable exchange listing standard and amended and restated its existing policy to account for adoption of the

Dodd-Frank Clawback Policy.

Under the Dodd-Frank Clawback Policy, which is applicable to our current and former executive officers and is required by Nasdaq

listing standards, the Company must reasonably promptly recover the amount of erroneously awarded incentive-based

compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance

of the Company with any financial reporting requirement under applicable securities laws, including any accounting restatement to

correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would

result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

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The recoverable amount is the amount of incentive-based compensation received that exceeds the amount of incentive-based

compensation that otherwise would have been received had it been determined based on the restated amounts, computed

without regard to taxes paid. The recovery requirement applies to any compensation received in the three-year period preceding

the accounting restatement and to any current or former executive officer who was serving as such during the performance period

applicable to the incentive-based compensation.

The Company also maintains a Clawback Policy, which covers the Company’s current and former executive officers and applies to

(i) any equity-based compensation and (ii) any cash compensation that is granted, earned, or vested based wholly or in part upon

the attainment of a financial reporting measure, which includes stock price, TSR and measures that are determined and presented

in accordance with the accounting principles used in preparing the Company financial statement and any measures that are derived

wholly or in part from such measures. The Clawback Policy provides that, to the full extent permitted by law, in the event that a

“triggering event” occurs, the Compensation Committee may require the forfeiture and/or repayment of any earned but unpaid incentive

compensation (whether vested or unvested) and any incentive compensation paid in the three-year period preceding such event.

For purposes of the Clawback Policy, a “triggering event” is any of the following events:

▪The executive engages in conduct detrimental to the Company insofar as it causes material financial or reputational harm to the Company

or its business activities

▪The grant or payment of incentive compensation was based on materially inaccurate performance metrics or a material misrepresentation

by the executive

▪The executive improperly or with gross negligence failed to identify, raise or assess, in a timely manner and as reasonably expected,

risks and/or concerns material to the Company or its business activities

▪The executive engages in a fraudulent act or knowing and willful misconduct related to the executive’s employment

▪The executive violates restrictive covenants or employment restrictions to which the executive is subject

Stock Ownership Guidelines

We expect our directors and executive officers to accumulate a meaningful position in Company shares to align their focus and

decisions with creating shareholder value. Our Corporate Governance Policy (posted on our website) requires directors and

executive officers to own shares of Company common stock calculated in accordance with the following schedule:

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Share ownership is determined from the totals on Table I and Table II of SEC Forms 3, 4 and 5, and includes any unvested

stock awards not yet reported on such forms. The value of an individual’s holdings is based on the average closing price of the

Company’s common stock over the 200 trading days preceding December 31 of the applicable calendar year. Compliance with

share ownership guidelines is reviewed annually by the Nominating and Governance Committee. At year-end 2024, Messrs. Stein,

Farnsworth, Merrywell, Nixon and O'Haver complied with the ownership requirements.

No Hedging Or Pledging

Our NEOs, other executive officers, directors and other persons designated from time to time as being subject to the

Company’s pre-clearance procedures, together with their family members (“Access Persons”), are prohibited from:

▪Trading in any interest or position relating to the future price of Company securities, such as a put, call or any other derivative securities

▪Engaging in any hedging or monetization transactions or similar arrangements with respect to the Company’s securities

▪Engaging in short sales of the Company’s securities

▪Holding the Company’s securities in a margin account or otherwise pledging Company securities as collateral for a loan

▪Making any purchases, sales or transfers in the Company’s securities during a pension fund blackout period, which exists whenever

50% or more of plan participants are unable to conduct transactions in their accounts for more than three consecutive business days

Insider Trading Policy

Our directors, executive officers and associates may engage from time to time in transactions involving our securities (other than

the transactions described in the "No Hedging and Pledging" section, which are prohibited for Access Persons (i.e., our directors,

Section 16 officers, Umpqua Bank's Regulation O Officers and certain other persons designated by our Chief Financial Officer or

General Counsel)). Transactions in our securities by our directors, executive officers and associates are required to be made in

accordance with our Insider Trading Policy, which, among other things, requires that the transactions be in accordance with

applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1

under the Exchange Act provides an affirmative defense that enables pre-arranged transactions in securities in a manner that

avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.

Our Insider Trading Policy permits our directors, executive officers and associates to enter into trading plans designed to comply

with Rule 10b5-1.

Access Persons must obtain pre-clearance by the Company to engage in non-prohibited transactions involving Columbia stock.

Even if pre-clearance is granted, Access Persons must make an independent determination that they do not possess material

nonpublic information. The Insider Trading Policy establishes quarterly restricted trading periods during which Access Persons

are prohibited from transacting in Company stock during the periods beginning on the third business day of the fiscal quarter-ending

month and ending after the first full trading day after the day on which the Company releases quarterly or annual, as applicable,

financial results to the general public or holds its quarterly earnings conference call, whichever is later.

Certain of our directors, executive officers and associates have made elections to participate in, and are participating in, our

Umpqua Bank 401(k) and Profit Sharing Plan (the "401(k) Plan") and have made, and may from time to time make, elections to

(i) have shares withheld to cover withholding taxes or (ii) have dividends from Columbia common stock reinvested into Columbia

common stock, (iii) have a portion of their 401(k) Plan account contributions used to purchase Columbia common stock, or (iv)

participate in the Amended and Restated Employee Stock Purchase Plan of Columbia Banking System, Inc., as amended (the

"ESPP"), which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may

constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

The Company is also prohibited from trading at any time in its securities on the basis of material nonpublic information,

consistent with applicable law.

Columbia Banking System I 2025 Proxy Statement 55

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Severance and Change-In-Control Arrangements

We provide severance and change-in-control benefits to executives that are payable in circumstances the Compensation

Committee believes are appropriate and market-competitive. The occurrence or potential occurrence of a change-in-control

transaction can create uncertainty regarding the continued employment of our executive officers. These transactions often result in

significant organizational changes, particularly at the senior executive level. We believe that change-in-control benefits eliminate or

at least reduce any reluctance of executive officers to actively pursue potential change-in-control transactions that may be in the

best interest of shareholders and are competitive in the industry. Change-in-control benefits are “double-trigger,” meaning they

are payable only if the executive experiences a qualifying termination of employment in connection with a change in control of the

Company. A more detailed description regarding payments under these arrangements is set forth under the “Potential Payments

Upon Termination or Change in Control” section.

Other Annual Compensation – Benefits and Perquisites

We strive to assist all of our associates, including our NEOs, in meeting their retirement income, health care, disability income,

time off and other needs through competitive, cost-effective, Company-sponsored programs that provide individuals with

reasonable flexibility in the context of their individual circumstances. The NEOs participate in these and other benefits to the

same extent as other associates. These benefits include medical, vision, dental, and disability insurance, and the 401(k) Plan.

Retirement Benefits and Deferred Compensation

Our NEOs are eligible to participate in the 401(k) Plan on the same terms and conditions as other associates. For 2024, the

Company provided a match of 50% on the first 8% of pre-tax and Roth contributions (a maximum of 4%). The participation in our

401(k) Plan for these individuals is limited under federal income tax rules, and we believe they should have other similar means of

saving for retirement.

We provide our NEOs and other highly compensated associates with the opportunity to defer annual base salary and incentive

compensation under the UB DCP. Participants can elect to defer up to 50% of their salary or a portion of their annual cash incentive

payment into a plan account with investment options like those available under the 401(k) Plan. The Company did not make

discretionary contributions to UB DCP accounts in 2024.

As more fully described below under “Post-Employment and Termination Benefits,” for executive officers who were with Columbia

prior to the Merger we provided the opportunity to defer compensation through two deferred compensation plans. During 2024,

interest paid on the participant deferrals under the Amended and Restated Columbia Banking System, Inc. 2005 401 Plus Plan,

as amended (the “2005 DCP”) and the Columbia Banking System, Inc. 2016 401 Plus Plan, as amended (the “2016 DCP”) was

the three-month term Secured Overnight Financing Rate ("SOFR") plus 3.84%.

Starting in 2004, the Company began using long-term compensation agreements (“Unit Plans”) to provide retirement benefits for

executive officers instead of Supplemental Executive Retirement Plans ("SERPs"). Since 2004, we awarded a Unit Plan to Mr. Stein

and two separate Unit Plans to Mr. Merrywell. The Company did not issue any Unit Plans in 2024. In 2013, the Compensation

Committee approved offering SERPs to replace certain NEOs’ Unit Plans. Accordingly, the Company entered into a SERP with

Mr. Stein, which provides that amounts drawn under the SERP will be reduced by the amount that is attributable to each respective

Unit Plan. This approach provided a retirement benefit that is consistent with our compensation philosophy, while optimally

leveraging the expense already incurred in funding the Unit Plans. A more detailed description regarding payments under the

SERPs and Unit Plans is set forth under the “Potential Payments Upon Termination or Change in Control” section.

In 2023, the Company established the Columbia Banking System, Inc. 2023 Deferred Compensation Plan, as amended

(the “2023 DCP”) to govern the deferred compensation provided to certain executive officers in connection with the Merger,

including Messrs. O'Haver, Merrywell, and Nixon. During 2024, interest paid on the participant deferrals under the 2023 DCP

was the three-month term SOFR plus 3.84%.

Columbia Banking System I 2025 Proxy Statement 57

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Compensation Tables

2024 Summary Compensation Table

The following table shows compensation paid or accrued in the years shown for Columbia’s NEOs. As required by SEC rules,

Columbia’s NEOs comprise Columbia’s President and Chief Executive Officer, Columbia's Chief Financial Officer, and the three

other most highly paid executive officers who were serving as executive officers at the end of 2024.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
				(1) (2)	(3)	(4)	(5)
Clint E. Stein, President and Chief Executive Officer	2024	1,150,000	—	3,173,878	1,711,200	31,524	274,326	6,340,928
	2023	1,150,000	—	3,042,229	1,269,600	218,435	663,986	6,344,250
	2022	879,962	—	2,068,190	1,602,000	11,270	55,916	4,617,338
Ron L. Farnsworth, Executive Vice President, Chief Financial Officer and Principal Financial Officer	2024	605,000	—	809,160	617,100	—	667,655	2,698,915
	2023	475,000	—	—	419,520	—	652,031	1,546,551

Christopher M. Merrywell, Senior Executive Vice President and Umpqua Bank President of Consumer Banking	2024	715,000	—	1,047,157	885,170	43,503	471,575	3,162,406
	2023	600,000	—	1,009,420	636,000	35,350	1,466,223	3,746,993
	2022	505,481	—	585,026	669,500	—	68,372	1,828,379
Torran B. Nixon, Senior Executive Vice President and Umpqua Bank President of Commercial Banking	2024	715,000	—	951,941	885,170	73,491	651,045	3,276,647
	2023	570,833	—	—	726,100	59,717	1,918,981	3,275,631

Cort L. O’Haver, Former Executive Chair (6)	2024	1,250,000	—	2,379,928	1,250,000	221,741	183,129	5,284,798
Cort L. O’Haver, Former Executive Chair (6)	2023	1,041,667	—	4,015,816	1,250,000	180,180	5,328,807	11,816,470

(1)For 2024, amounts shown for Messrs. Stein, Farnsworth, Merrywell, Nixon, and O'Haver include (a) the grant date fair value of RSUs granted on March 1, 2024, that

vest one-third each year on March 1, 2025, 2026 and 2027, and (b) the grant date fair value of PSUs granted on March 1, 2024, for the 2024-2026 performance period.

At stretch (maximum) performance, the PSUs’ grant date fair value would be $2,760,440 for Mr. Stein, $703,731 for Mr. Farnsworth, $910,743 for Mr. Merrywell,

$827,918 for Mr. Nixon, and $2,069,895 for Mr. O'Haver.

For 2023, amounts shown for Messrs. Stein and Merrywell include (a) the grant date fair value of RSUs granted on February 21, 2023, that vest one-third each year on

February 15, 2024, 2025 and 2026, and (b) the grant date fair value of PSUs granted on February 21, 2023, for the 2023-2025 performance period (with respect to

Messrs. Stein’s and Merrywell’s annual PSU awards) and March 14, 2023 (with respect to the PSU component of Mr. Stein’s synergy integration award). At stretch

(maximum) performance, the PSUs’ grant date fair value would be $3,183,356 for Mr. Stein and $914,115 for Mr. Merrywell. For Mr. O’Haver, amount shown is the grant

date fair value of RSUs granted on March 1, 2023, with one-third vesting on April 19, 2023 with the successful systems conversion and one-third vesting on each of the

first and second anniversaries thereof.

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For 2022, amounts shown include (a) the grant date fair value of RSUs granted on February 24, 2022, that vest one-third each year on February 15, 2023, and 2024,

and February 14, 2025, and (b) the grant date fair value of PSUs granted on February 24, 2022, for the 2022-2024 performance period. At stretch (maximum)

performance, the PSUs’ grant date fair value would be $1,570,567 for Mr. Stein and $410,044 for Mr. Merrywell.

(2)The grant date fair value of stock awards was determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in footnote 4

to “2024 Grants of Plan-Based Awards” and in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the

Company’s 2024 Annual Report. The grant date fair value of the RSUs granted in 2024 is based on the closing price of Columbia’s common stock on Nasdaq on the

grant date of March 1, 2024 ($17.87 per share). The grant date fair value of the PSUs granted in 2024 is shown at target performance and is based 50% on the closing

price of Columbia’s common stock on Nasdaq on the grant date of March 1, 2024 ($17.87 per share), and 50% on a fair value calculation using a Monte-Carlo

simulation for the March 1, 2024 awards ($15.01 per share).

(3)The amounts in this column reflect the annual incentive awards earned under the 2024 Annual Incentive Plan.

(4)For Mr. Stein, includes the change in actuarial present value of the accumulated projected benefit under the SERP, which is a non-cash amount that can vary

significantly from year-to-year based upon assumptions underlying the actuarial calculations. Assumptions such as discount rate and retirement age are reviewed

annually by the Company and are intended to be individually appropriate. The SERP is discussed in further detail under the “Legacy Supplemental Executive

Retirement Plan” section.

For 2024, amounts shown include for Mr. Stein $0 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully vested,

and $31,524 of above-market earnings on his deferred compensation accounts under the 2005 DCP and the 2016 DCP (individually and collectively, “DCA”); and for

Messrs. Merrywell, Nixon, and O’Haver, $43,503, $73,491, and $221,741, respectively, of above-market earnings on DCA or other deferred compensation accounts.

For 2023, amounts shown include for Mr. Stein $192,940 of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully

vested, and $25,495 of above-market earnings on his DCA; and for Messrs. Merrywell, Nixon, and O’Haver, $35,350, $59,717, and $180,180, respectively, of above-

market earnings on DCA or other deferred compensation accounts.

For 2022, amounts shown include for Mr. Stein, $(719,501) of change in the actuarial present value of projected benefit under the SERP, in which Mr. Stein is not fully

vested, and $11,270 of above-market earnings on his DCA. Since the changes in actuarial present value of projected benefit under the SERP for Mr. Stein were

negative, they are not reflected in the sums reported in this column in accordance with SEC rules.

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

For 2024, amount shown for Mr. Stein includes $13,800 in 401(k) Plan matching contributions; $1,436 in split dollar life insurance premiums; $8,571 in split dollar bonus

earnings; $234,567 in accrued dividends on unvested PSUs; $890 in Company contributions to his Unit Plan; and $2,207 in tax gross-ups to cover taxes incurred for

spousal use of the corporate aircraft. Unit Plans are described in further detail under the “Potential Payments Upon Termination or Change in Control” section.

For 2024, amount shown for Mr. Farnsworth includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with Columbia

dated March 1, 2023 (the "Farnsworth Letter Agreement"), which equals $594,000 and was paid on April 19, 2024; $13,800 in 401(k) Plan matching contributions;

$1,939 in split dollar life insurance premiums; and $57,795 in accrued dividends on unvested PSUs. The Farnsworth Letter Agreement is described in further detail

under the “Letter Agreements With Other Named Executive Officers” section.

For 2024, amount shown for Mr. Merrywell includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with the Company

dated March 1, 2023 (the "Merrywell Letter Agreement"), which equals $330,000 and was paid on April 19, 2024; $13,800 in 401(k) Plan matching contributions; $3,903

in split dollar life insurance premiums, $1,759 in split dollar bonus earnings; $67,964 in accrued dividends on unvested PSUs; $50,083 in Company contributions to his

two Unit Plans; and $1,429 in tax gross-ups to cover taxes incurred for spousal use of the corporate aircraft. The Merrywell Letter Agreement is described in further

detail under the “Letter Agreements With Other Named Executive Officers” section.

For 2024, amount shown for Mr. Nixon includes the vested portion of a cash retention award granted pursuant to the terms of a letter agreement with the Company

dated March 1, 2023 (the "Nixon Letter Agreement"), which equals $132,000 and was paid on April 19, 2024; the vested portion of an additional cash payment granted

pursuant to the terms of the Nixon Letter Agreement, which equals $430,000 and was paid on March 8, 2024; $13,800 in 401(k) Plan matching contributions; $3,125 in

split dollar life insurance premiums; and $67,168 in accrued dividends on unvested PSUs. The Nixon Letter Agreement is described in further detail under the “Letter

Agreements With Other Named Executive Officers” section.

For 2024, amount shown for Mr. O’Haver includes $13,800 in 401(k) Plan matching contributions and $169,329 in accrued dividends on unvested PSUs.

(6)The Executive Chair role was eliminated, and Mr. O'Haver's employment terminated, effective March 31, 2025.

Compensation Arrangements With Named Executive Officers

Stein Employment Agreement

Mr. Stein's employment agreement with the Company, entered into October 2021 and effective with the Merger, provides for

the following President and Chief Executive Officer compensation through March 1, 2028:

▪Annual base salary of $1,150,000, which will be reviewed for increase annually by the Compensation Committee

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

▪Annual long-term incentive awards with a target opportunity of not less than 200% of base salary

▪A 2023 synergy integration award

▪Employee benefits on terms that are no less favorable than those provided to other senior executives of the Company

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O’Haver Letter Agreement

The letter agreement with Mr. O'Haver (the "O'Haver Letter Agreement"), entered into October 2021 and effective with the Merger,

provides for the following Executive Chair compensation through March 1, 2026:

▪Annual base salary of $1,250,000, which will be reviewed for increase (but not decrease) annually by the Compensation Committee

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

▪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

▪A 2023 synergy integration award

▪Employee benefits on terms that are no less favorable than those provided to other senior executives of the Company

Effective March 31, 2025, Mr. O'Haver's employment as Executive Chair was terminated without "cause" as defined in the O'Haver

Letter Agreement. For additional information regarding Mr. O'Haver's entitlements in connection with his termination of employment,

see the "Potential Payments Upon Termination or Change in Control" section.

Letter Agreements With Other Named Executive Officers

In 2023, the Company entered into letter agreements with Messrs. Farnsworth, Merrywell, and Nixon (collectively the “Letter

Agreements”). The Letter Agreements set forth the terms of retention awards and payments in lieu of entitlements under change-in-

control or employment agreements in place at the closing of the Merger. The Letter Agreements have the following features:

▪No guaranteed increase in any component of compensation

▪No gross-ups

▪Good reason termination provisions generally limited to:

▪Forced relocation

▪Material diminution in compensation

▪Material diminution in authority, duties or responsibilities

Farnsworth Letter Agreement

The Farnsworth Letter Agreement provides for a cash retention award of $1,800,000 (the “Farnsworth Integration Award”), with

34% of such award vesting in April 2023 with the successful systems conversion and 33% vesting in each of April 2024 and 2025,

subject to continued employment through each such date.

Merrywell Letter Agreement

The Merrywell Letter Agreement provides for a cash retention award of $1,000,000 (the "Merrywell Integration Award"), with

34% of such award vesting in April 2023 with the successful systems conversion and 33% vesting in April 2024 and 2025, subject

to continued employment through each such date. In addition, in lieu of entitlements under Mr. Merrywell’s prior change-in-control

agreement, the Merrywell Letter Agreement also provided for a credit of $1,030,000 to a deferred compensation account, which

contribution was made in February 2023, with 50% of such amount vested in each of February 2024 and 2025, subject to continued

employment through each such date. The deferred compensation credit to Mr. Merrywell was reported as part of 2023

compensation.

Nixon Letter Agreement

The Nixon Letter Agreement provides for a cash retention award of $400,000 (the “Nixon Integration Award”), with 34% of such

award vesting in April 2023 with the successful systems conversion and 33% vesting in April 2024 and 2025, subject to continued

employment through each such date. In addition, in lieu of entitlements under Mr. Nixon’s prior change-in-control agreement,

the Nixon Letter Agreement also provided for an additional cash payment of $860,000 and a credit of $1,740,000 to his deferred

compensation account, which contribution was made in February 2023, with 50% of each such amount vested in each of February

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2024 and 2025, subject to continued employment through each such date. The deferred compensation credit to Mr. Nixon was

reported as part of 2023 compensation.

2024 Grants of Plan-Based Awards


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

(1)Represents the possible range of cash incentive payouts under the 2024 Annual Incentive Plan. Actual amounts earned, as determined by the Compensation

Committee in the first quarter of 2024, are reflected in the "2024 Summary Compensation Table" section under Non-Equity Incentive Plan Compensation.

See the “Annual Incentive Plan” section.

(2)Represents the possible range of PSUs granted on March 1, 2024 under the 2024 Equity Plan. Actual amounts of PSUs earned will be based on achieving relative

ROTCE and TSR compared to the peer group as determined by the Compensation Committee, in each case over the 2024–2026 performance period. Dividend

equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Company common stock covered by the PSUs between the

grant date and the settlement date will not be paid until the PSUs vest and are settled. See the “Equity Awards” section.

(3)Represents the number of RSUs granted to Messrs. Stein, Farnsworth, Merrywell, Nixon, and O'Haver on March 1, 2024 that vest one-third each year on March 1,

2025, 2026, and 2027. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Company common stock

covered by the RSUs between the grant date and the settlement date will not be paid until the RSUs vest and are settled.

(4)Amounts shown represent the grant date fair value of RSUs and PSUs granted on March 1, 2024, determined in accordance with FASB ASC 718. Assumptions

used to calculate these amounts are set forth in Note 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the

Company’s 2024 Annual Report. The grant date fair value of the RSUs granted in 2024 is based on the closing price of Columbia’s common stock on Nasdaq on the

grant date of March 1, 2024 ($17.87 per share). The grant date fair value of the PSUs granted in 2024 is shown at target performance and is based 50% on the

closing price of Columbia’s common stock on Nasdaq on the grant date of March 1, 2024 ($17.87 per share), and 50% on a fair value calculation using a Monte-Carlo

simulation for the March 1, 2024 awards ($15.01 per share).

Equity Compensation Plan

The shareholder-approved 2024 Equity Plan provides for the grant of restricted stock, incentive stock options, nonqualified stock

options, restricted stock units, and stock appreciation rights. All eligible directors and associates may participate in the 2024 Equity

Plan. As of December 31, 2024, there were 6,823,726 shares remaining available for future grant under the 2024 Equity Plan.

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Outstanding Equity Awards at Fiscal Year-End 2024


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

(1)For Mr. Stein, represents 4,759 RSUs granted on February 24, 2022, that vested on February 14, 2025; PSUs granted on February 24, 2022, that converted to 30,613

RSUs with the Merger and vested on January 1, 2025; 19,932 RSUs granted on February 21, 2023, that vested 50% on February 15, 2025 and will vest 50% on

February 15, 2026; and 74,627 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest one-third on each of March 1, 2026 and

March 1, 2027.

For Mr. Farnsworth, represents 6,047 RSUs granted on February 28, 2022, that vested on February 28, 2025; 8,325 RSUs granted on February 21, 2023, that vested

50% on February 15, 2025 and will vest 50% on February 15, 2026; and 19,026 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest

one-third on each of March 1, 2026 and March 1, 2027.

For Mr. Merrywell, represents 1,673 RSUs granted on February 28, 2022, that vested on February 1, 2025; PSUs granted on February 24, 2022, that converted to

7,992 RSUs with the Merger and vested on January 1, 2025; 8,666 RSUs granted on February 21, 2023, that vested 50% on February 15, 2025 and will vest 50%

on February 15, 2026; and 24,622 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest one-third on each of March 1, 2026 and

March 1, 2027.

For Mr. Nixon, represents 10,233 RSUs granted on February 28, 2022, that vested on February 28, 2025; 9,539 RSUs granted on February 21, 2023, that vested 50%

on February 15, 2025 and will vest 50% on February 15, 2026; and 22,383 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and will vest

one-third on each of March 1, 2026 and March 1, 2027.

For Mr. O’Haver, represents 19,535 RSUs granted on February 28, 2022, that vested on February 28, 2025; 24,282 RSUs granted on February 21, 2023, that vested

50% on February 15, 2025 and will vest 50% on February 15, 2026; 10,669 synergy PSUs granted on February 21, 2023, that will vest on April 19, 2025; 44,694

synergy PSUs granted on March 1, 2023, that will vest on April 19, 2025; and 55,959 RSUs granted on March 1, 2024, that vested one-third on March 1, 2025 and

will vest one-third on each of March 1, 2026 and March 1, 2027.

(2)Amounts shown are calculated using the closing price of Columbia’s common stock on Nasdaq on December 31, 2024 ($27.01 per share).

(3)The amounts shown represent the target number of PSUs that can be earned during the three-year performance period. Actual amounts vested and earned, if any,

depend on actual performance against the performance measures for the 2023–2025 and 2024–2026 performance periods that end December 31, 2025, and

December 31, 2026, respectively.

For Mr. Stein, represents 44,848 PSUs granted on February 21, 2023; 34,091 synergy PSUs granted on March 14, 2023; and 111,940 PSUs granted on March 1, 2024.

For Mr. Farnsworth, represents 18,732 PSUs granted on February 21, 2023; and 28,538 PSUs granted on March 1, 2024.

For Mr. Merrywell, represents 19,498 PSUs granted on February 21, 2023; and 36,932 PSUs granted on March 1, 2024.

For Mr. Nixon, represents 21,464 PSUs granted on February 21, 2023; and 33,574 PSUs granted on March 1, 2024.

For Mr. O’Haver, represents 54,636 PSUs granted on February 21, 2023; and 83,938 PSUs granted on March 1, 2024.

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2024 Option Exercises and Stock Vested


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

(1)For Mr. Stein, represents the fair market value of 15,720 shares of RSUs granted in 2021 that vested on January 1, 2024; 2,585 shares of RSUs granted in 2021 that

vested on February 15, 2024; 4,759 shares of RSUs granted in 2022 that vested on February 15, 2024; and 9,967 shares of RSUs granted in 2023 that vested on

February 15, 2024.

For Mr. Farnsworth, represents the fair market value of 5,351 shares of RSUs granted in 2021 that vested on January 1, 2024; 3,568 shares of RSUs granted in 2021

that vested on March 8, 2024; 6,194 shares of RSUs granted in 2021 that vested on March 8, 2024; 6,046 shares of RSUs granted in 2022 that vested on February 28,

2024; and 4,163 shares of RSUs granted in 2023 that vested on February 15, 2024.

For Mr. Merrywell, represents the fair market value of 4,000 shares of RSUs granted in 2021 that vested on January 1, 2024; 1,329 shares of RSUs granted in 2021

that vested on February 15, 2024; 1,673 shares of RSUs granted in 2022 that vested on February 15, 2024; and 4,334 shares of RSUs granted in 2023 that vested on

February 15, 2024.

For Mr. Nixon, represents the fair market value of 9,057 shares of RSUs granted in 2021 that vested on January 1, 2024; 6,038 shares of RSUs granted in 2021 that

vested on March 8, 2024; 10,483 shares of RSUs granted in 2021 that vested on March 8, 2024; 10,232 shares of RSUs granted in 2022 that vested on February 28,

2024; and 4,770 shares of RSUs granted in 2023 that vested on February 15, 2024.

For Mr. O’Haver, represents the fair market value of 44,695 shares of RSUs granted in 2023 that vested on April 19, 2024; 10,669 shares of RSUs granted in 2023 that

vested on April 19, 2024; 24,207 shares of RSUs granted in 2021 that vested on January 1, 2024; 6,916 shares of RSUs granted in 2021 that vested on March 8, 2024;

28,020 shares of PSUs granted in 2021 that vested on March 8, 2024; 19,534 shares of RSUs granted in 2022 that vested on February 28, 2024; and 12,142 shares of

RSUs granted in 2023 that vested on February 15, 2024.

2024 Nonqualified Deferred Compensation


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

(1)An amount was deferred in 2024 under the 2016 DCP, which is described under the “Deferred Compensation Plans” section. The amount for Mr. Stein is reflected in the

salary and non-equity incentive plan compensation columns of the "2024 Summary Compensation Table" section.

(2)The interest rate is the three-month SOFR rate plus 3.84%. The Company annually reviews for appropriateness the calculation of the rate of interest (the “Interest

Crediting Rate”) that is applied to a participant’s DCA in the applicable deferred compensation plan. The Interest Crediting Rate is adjusted quarterly for fluctuations in

the three-month term SOFR rate. Plan participants are notified of any adjustments to the Interest Crediting Rate. The plan administrator shall annually review the

Interest Crediting Rate. For Interest Crediting Rate purposes as of a given calendar quarter, the SOFR rate will be determined as of the later of (i) the 15th day of the

calendar month immediately preceding the first day of the calendar quarter or (ii) if such 15th day is not a Trading Day, then the next following Trading Day. For plan

purposes, a “Trading Day” means any day on which Nasdaq is open for trading. The DCA maintained for each participant shall be adjusted for interest credits on a daily

basis. Interest credits shall be treated as a part of the credit balance of the DCA for all plan purposes.

(3)For Mr. Stein, includes amounts previously reported in the applicable Summary Compensation Table for 2023 ($56,295), 2022 ($31,811), 2021 ($97,786), 2020

($53,789), 2019 ($52,088), 2018 ($56,891), 2017 ($39,323), 2016 ($47,346), 2015 ($41,223), 2014 ($35,132), 2013 ($25,407), and 2012 ($16,005). For Mr. Merrywell,

includes amounts previously reported in the Summary Compensation Table for 2023 ($1,030,000). For Mr. Nixon, includes amounts previously reported in the Summary

Compensation Table for 2023 ($1,740,000). For Mr. O'Haver, includes amounts previously reported in the Summary Compensation Table for 2023 ($5,250,000).

Columbia Banking System I 2025 Proxy Statement 63

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Deferred Compensation Plans

The Board adopted the 2005 DCP for certain directors, a select group of senior management and key associates, as designated

by resolution of the Board. The 2005 DCP generally provides for the deferral of certain taxable income earned by participants in

the 2005 DCP. In October 2016, the Board and the Compensation Committee amended and restated the 2005 DCP, which froze

the 2005 DCP to new participants effective as of October 26, 2016, and approved the 2016 DCP. Following the Merger, the

Company froze contributions to the 2016 DCP and eligible associates, including the NEOs, could participate in the UB DCP.

Effective March 1, 2023, the Company established the 2023 DCP to govern the deferred compensation provided to certain

executive officers in connection with the Merger, including Messrs. Merrywell, Nixon, and O’Haver. No further contributions may

be made by the participants to the 2023 DCP.

Distribution Election Notice

At the time a participant first makes an election to defer covered compensation, they must deliver to the Company a signed

“distribution election notice” in which they elect to receive distributions in the form of either a single lump-sum payment or monthly

installment payments over a period not to exceed 120 months. A participant may change such election from time to time; however,

if a distribution election notice is delivered to the Company less than 12 calendar months before the month in which distributions

begin, such notice will not be effective and the Company will instead treat the distribution election notice that was last delivered to

the Company before such 12 calendar month period as the effective notice.

Distributions Upon Retirement Or Disability

The Company will distribute the credit balance of a deferred compensation account maintained for a participant at the time they

retire or becomes disabled as either a single lump sum or monthly installment payments, as elected by the participant. Under the

UB DCP, a participant's benefit is payable within 30 days following (i) the date specified in a distribution election, which can either

be a fixed date or the date of separation from service, (ii) death or (iii) disability.

Under the 2005 DCP and 2016 DCP, if the participant has elected a single lump-sum distribution, such distribution will be made

within 90 days after the date that a participant retires or becomes disabled. If the participant has elected monthly installment

payments, such distribution will be made on the first day of each month, beginning with the first day of the third month following

the month in which a participant retires or becomes disabled and continuing until the full amount of the DCA maintained for the

participant has been distributed. Until the DCA has been distributed in full, interest will continue to be credited to the DCA.

Notwithstanding any contrary provisions of the plan, if the participant dies after monthly installment payments of the credit

balance in the DCA maintained for the participant have begun, then the remaining credit balance in the DCA will be distributed to

the participant's designated beneficiary in a single lump sum within 30 days after the Company receives notice that the participant

has died.

The 2005 DCP provides that, notwithstanding a participant’s election to receive a distribution of the credit balance in the

DCA maintained for the participant in the form of monthly installment payments, such credit balance will be distributed to the

participant in a single lump sum within 90 days after the date on which the participant terminates their services or employment

with the Company, if (i) such termination of services or employment is for any reason other than because the participant retires

or becomes disabled, or (ii) if the credit balance of the DCA maintained for the participant does not exceed $25,000.

Unlike the 2005 DCP, the 2016 DCP permits participants to elect installment payments for any termination of employment,

rather than only on a termination due to retirement or disability. If a participant’s services or employment with the Company is

terminated because of the participant's death, the credit balance in the participant’s DCA will be distributed to the participant's

designated beneficiary.

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2024 Pension Benefits


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

(1)Under the terms of the SERP, executives must, in addition to other conditions, be fully vested to receive benefits. Full vesting is based on a 20-year schedule. Mr. Stein

will first become eligible to receive vested benefits upon a voluntary termination at age 55. NEOs must have at least ten years of service with the Company and have

reached age 55 in order to receive benefits upon a voluntary termination that occurs prior to reaching the standard retirement age of 65.

(2)The estimated maximum annual retirement benefit payable under the SERP for Mr. Stein upon achieving age 65 is $270,000 assuming a single life annuity. Amount

presented is calculated using a discount rate of 5.60%.

Legacy Supplemental Executive Retirement Plan

Columbia maintains a SERP for Mr. Stein and two non-NEO executive officers to provide retirement benefits. Where a participant

has 20 years of service and is therefore fully vested, the SERP is designed to provide lifetime retirement benefits with an annual

2% cost of living adjustment to benefit payments.

Each SERP includes a number of restrictions on payment, including a requirement, subject to certain exceptions, that the executive

officer attain age 65. Each SERP includes a number of potential adjustments to the date on which retirement payments are initiated

and to the amount of the 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. Executive officers

terminated pursuant to a change in control of Columbia will be vested in the benefit that the executive would have received had the

executive officer remained employed by Columbia until reaching the normal retirement age. In the event the executive officer

becomes disabled, the executive will be 100% vested, regardless of tenure. Other potential SERP adjustments include an

elimination of benefits if the executive officer violates non-competition requirements or if the executive officer 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 executive officer 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 executive 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 executive officers, 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 executive officer’s beneficiaries if

the executive dies while employed with the Company, in which case the executive (and the executive's beneficiaries) would not be

entitled to any benefits under the SERP. If the executive officer retires or terminates employment for any reason other than death,

then the executive and the executive's 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 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.

Columbia Banking System I 2025 Proxy Statement 65

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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 ten

years provided he remained employed through January 2018. Mr. Stein has fully vested in this benefit but elected to delay receipt.

In 2013, the Company entered into a SERP with Mr. Stein, which awarded him 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 Unit Plan).

Potential Payments Upon Termination or Change in Control

The following is a discussion regarding the post-employment and termination arrangements currently in place for the NEOs.

The amounts are based on the maximum amounts that could be paid under these arrangements.

Long-Term Incentive Awards Change-in-Control Treatment

In the event of a change in control, under the 2018 Equity Plan and the 2024 Equity Plan, all unvested awards will vest in full as

of the date of the closing of such change-in-control transaction (for performance-based awards, based on the greater of target or

actual performance) unless the awards are replaced or assumed, in which case the awards will continue as replaced or assumed.

Chief Executive Officer Compensation Arrangements

Under Mr. Stein's employment agreement with the Company, as amended (the "Employment Agreement"), if his 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 Employment Agreement and each, a “qualifying termination”), in each case not

within six months prior to, or 24 months following a “change in control” (as defined in the Employment Agreement), Mr. Stein will be

entitled to receive:

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

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

▪Cash severance equal to two times annual base salary

▪A prorated bonus for the year of termination

▪Accelerated vesting of a prorated 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

▪Continued health and welfare benefits for 24 months following termination

If Mr. Stein experiences a qualifying termination within six months prior to, or within 24 months following a change in control,

Mr. Stein will be entitled to receive:

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

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

▪A prorated target bonus for the year of termination

▪Treatment of long-term incentive awards in accordance with their terms as described under the "Long-Term Incentive Awards

Change-in-Control Treatment" section

▪Subject to Mr. Stein's execution and non-revocation of a release of claims, continued health and welfare benefits for 30 months

Under the 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.

Columbia Banking System I 2025 Proxy Statement 66

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If Mr. Stein’s employment is terminated due to his death or disability, Mr. Stein’s legal representatives will be entitled to receive any

accrued obligations and other amounts or benefits owing or eligible for payment.

Columbia Bank entered into a Unit Plan with Mr. Stein in 2008 primarily to supplement retirement benefits in lieu of a SERP. Mr.

Stein’s Unit Plan provides that he will begin receiving a monthly payment beginning the first month following the tenth anniversary

of the plan, based on an annual aggregate payment of $25,000 per year for ten years. In the event his employment is terminated by

Umpqua Bank without cause, or in the event Mr. Stein is terminated due to disability, he will be entitled to receive a payment based

on the prorated portion of his term of employment, payable in monthly payments following the tenth anniversary of the plan. For

Mr. Stein, there is a non-competition clause that provides that his right to receive benefits terminates if he works for a competitor.

As noted above, in 2013, Columbia Bank entered into a SERP with Mr. Stein. Mr. Stein’s base salary for purposes of determining

benefits under his SERP is frozen at $450,000. In the event any benefit payments due Mr. Stein pursuant to his SERP are to be

made simultaneously with payment amounts due pursuant to his Unit Plan, then any SERP benefit payments will be reduced by

amounts to be paid from the Unit Plan. The reduced SERP benefit payment will be determined by deducting the amount of the Unit

Plan payments from the scheduled SERP benefit payments. Once the Unit Plan benefit payment periods expire, retirement benefit

payments under the SERP will no longer be reduced. Mr. Stein is currently the only NEO who participates in a SERP.

The table below shows the maximum amounts that could be paid to Mr. Stein under his compensation agreements and plans,

which (i) are based on his salary at December 31, 2024, and (ii) assumes the triggering event occurred on December 31, 2024.


	2024 Termination/Change-in-Control Payments – Clint E. Stein
	Death ($)	Disability ($)	Termination w/o Cause (Not Due to CIC) ($)	Termination Due to CIC ($)(1)	Retirement ($)
Cash/Severance(2)	—	—	3,680,000	7,705,000	—
Deferred Compensation	—	—	—	—	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance(3)	11,500,000*	1,988,669*	1,999,660*	2,104,905*	218,598
Bank-Owned Life Insurance(4)	3,450,000	—	—	—	—
Healthcare and Other Benefit(5)	—	—	51,842	64,802	—
FMV of Accelerated Equity Vesting(6)	8,665,078	8,665,078	3,950,186	8,665,078	—
Total	23,615,078	10,653,747	9,681,688	18,539,785	218,598

* Reflects the lump-sum value of the benefit to be paid out following the triggering event under the terms of the applicable plan.

(1)In the event of a voluntary termination for good reason or termination without cause within six months prior to, or 24 months following a change in control (including the

Merger), upon termination, he would be entitled to receive certain change-in-control termination payments which differ from the termination payments provided in the

event of a termination without cause, or voluntary termination for good reason, not in connection with a change in control.

(2)In the event of a voluntary termination for good reason or termination without cause not in connection with a change in control, represents the sum of (a) two times

Mr. Stein’s annual salary in the year of termination, payable in equal installments over two years following termination; and (b) the prorated portion of any annual

incentive payment earned during the year of termination, payable in a lump sum at the time annual incentives are paid to other executives of the Company (but no later

than March 15 of the year following the fiscal year to which the annual incentive relates). In the event of a voluntary termination for good reason or termination without

cause in connection with a change in control, represents the sum of (a) two-and-one-half times the sum of Mr. Stein’s annual salary in the year of termination and target

annual incentive opportunity in the year of termination, payable in equal monthly installments over a 30-month period following termination; and (b) a prorated portion of

Mr. Stein’s target annual incentive opportunity, payable no later than March 15 of the year following the fiscal year to which the annual incentive relates.

(3)Reflects the benefits to which Mr. Stein would be entitled under his SERP (or split dollar life insurance benefits calculated based on SERP benefits) and under his Unit

Plan, which reduces the benefits otherwise payable under his SERP (except in the event of death). See the “2024 Pension Benefits” section for more details regarding

these benefits. Mr. Stein may elect a single lifetime annuity or a joint and survivor annuity.

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Benefits on Death. Death benefits are not payable pursuant to the SERP unless Mr. Stein has selected a joint and survivor annuity; however, in the event of

Mr. Stein’s death while employed, a Split Dollar Agreement provides a one-time lump-sum benefit of a stated dollar amount calculated as ten times his current annual

base salary. Amounts also include the benefits that Mr. Stein would be entitled to under his Unit Plan, which would not reduce the benefits payable under his SERP.

Mr. Stein’s Unit Plan provides for $24,996 annually for ten years following death. In the event that Mr. Stein dies after his Unit Plan payments have begun, then any

remaining payments in the ten-year benefit stream will be made to his beneficiaries.

Benefits on Disability. In the event that Mr. Stein becomes disabled, the amount represents a one-time lump sum payment calculated as the present value of the

projected stream of retirement benefit payments that Mr. Stein would expect to receive had he remained employed until normal retirement age.

Benefits on Termination without Cause or Due to Change in Control (“CIC”). Upon a termination without cause or due to a change in control, benefits are

payable in a lifetime annuity.

(4)In the event of death, represents the amount equal to the lesser of three times base salary or net amount at risk as of the date of death that would be due to Mr. Stein’s

beneficiaries under a BOLI policy payable by the insurer.

(5)In the event of a voluntary termination for good reason or termination without cause not in connection with a change in control, represents the value of continued

employer-paid health and welfare benefits for two years following termination (or in the event of such a termination in connection with a change in control, for 30 months

following termination).

(6)In the event of death, disability or a voluntary termination for good reason or termination without cause in connection with a change in control, represents the fair market

value of unvested equity awards with performance deemed achieved at target performance. In the case of a voluntary termination for good reason or termination

without cause not in connection with a change in control, represents the fair market value of a prorated portion of the unvested equity awards with performance shown

at target performance (such performance awards ultimately vest based on actual performance).

O’Haver Letter Agreement

The O'Haver Letter Agreement provides that if Mr. O’Haver’s employment is terminated by the Company during the employment

period for any reason other than for “cause,” "disability" or death, or if Mr. O’Haver resigns his employment for “good reason” (as

each such term is defined in the O’Haver Letter Agreement), Mr. O'Haver is entitled to receive any accrued obligations and other

amounts or benefits owing or eligible for payment (the “accrued obligations”) and, subject to his execution and non-revocation of

a release of claims:

▪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”)

▪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

▪Payment of COBRA premiums for 24 months (the “COBRA benefits”)

▪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”)

▪The fees Mr. O’Haver would have earned during the advisor period described below

The O'Haver Letter Agreement further provides that, for the period beginning on the third anniversary of the closing of the Merger

and ending on the fifth anniversary of the closing of the Merger (the “advisor period”), Mr. O’Haver will provide consulting services

to the Company and will be entitled to an annual advisor fee of $3,000,000, an executive office, access to administrative support

and business expense reimbursement. 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. If Mr. O’Haver dies or becomes disabled during the advisor period, he (or his estate) will

receive any remaining portion of the annual advisor fee that otherwise would have been paid to him had he served for the full

advisor period.

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 the closing of the Merger. He is also subject to perpetual confidentiality covenants.

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The Company terminated Mr. O'Haver's employment without "cause" effective March 31, 2025.

The table below shows the maximum amounts that could be paid to Mr. O’Haver under his compensation agreements and plans,

which (i) are based on his salary at December 31, 2024, and (ii) assumes the triggering event occurred on December 31, 2024.


	2024 Termination/Change-in-Control Payments – Cort L. O’Haver
	Death ($)	Disability ($)	Termination w/o Cause (Not Due to CIC) ($)	Termination Due to CIC ($)(1)	Retirement ($)
Cash/Severance(2)	7,250,000	7,250,000	10,166,667	13,500,000	—
Deferred Compensation	—	—	—	—	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance	—	—	—	—	—
Bank-Owned Life Insurance	—	—	—	—	—
Healthcare and Other Benefit(3)	18,877	40,584	40,584	40,584	—
FMV of Accelerated Equity Vesting(4)	7,933,188	7,933,188	7,933,188	7,933,188	—
Total	15,202,065	15,223,773	18,140,439	21,473,773	—

(1)In the event of a voluntary termination for good reason or termination without cause following closing of a change in control (excluding the Merger), upon termination,

he would be entitled to receive certain change-in-control termination payments which differ from the termination payments provided in the event of a termination without

cause, or voluntary termination for good reason, not in connection with a change in control.

(2)Represents the sum of (a) (1) in the event of a voluntary termination for good reason or termination without cause not in connection with a change in control, a lump

sum payment equal to 14 months of Mr. O’Haver’s annual salary and target annual incentive opportunity in the year of termination, payable within 60 days of

termination; or (2) in the event of a voluntary termination for good reason or termination without cause in connection with a change in control, a lump sum payment

equal to two-and-one-half times the sum of Mr. O’Haver’s annual salary and target annual incentive opportunity in the year of termination, payable within 60 days of

termination); (b) (1) in the event of death, disability or a voluntary termination for good reason or termination without cause not in connection with a change in control,

the prorated portion of any annual incentive payment earned during the year of termination, payable in a lump sum at the time annual incentives are paid to other

executives of the Company; or (2) in the event of a voluntary termination for good reason or termination without cause in connection with a change in control, the

prorated portion of Mr. O’Haver’s target annual incentive opportunity in the year of termination, payable in a lump sum within 60 days of termination; and (c) any

advisor fees that would have been payable during an advisor period, payable in a lump sum within 30 days of termination.

(3)In the event of death, disability, or a voluntary termination for good reason or termination without cause (both in connection and not in connection with a change in

control), represents the value of continued employer-paid health and welfare benefits for two years following termination, which covers all surviving current participants

on his plan in the event of death.

(4)In the event of death, disability, a voluntary termination for good reason or termination without cause (both in connection and not in connection with a change in control),

represents the fair market value of unvested equity awards with performance shown at target performance (in the event of a voluntary termination for good reason or

termination without cause in connection with a change in control, performance awards are deemed achieved at target performance, but in the event of death, disability

or voluntary termination for good reason or termination without cause not in connection with a change in control, performance awards ultimately vest based on

actual performance).

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Farnsworth Agreements

Mr. Farnsworth's April 2021 employment agreement, which expired on December 31, 2024, included the following provisions:

▪A prohibition on competing with the Company during the time that the executive is receiving payment of a severance or change-in-control

benefit, up to a maximum of 18 months

▪Receipt of the change-in-control benefit is subject to a “double trigger” such that there must be a qualifying termination of employment in

addition to a change-in-control event

▪A prohibition on solicitation of the Company’s customers or employees for two years following the executive’s departure

Pursuant to Mr. Farnsworth’s employment agreement effective for 2024, in the event of termination without “cause” or for “good

reason” not in connection with a change in control, subject to Mr. Farnsworth’s execution and non-revocation of a release, he

would have received a severance benefit equal to one times base salary. In the event of termination without “cause” or for “good

reason” after the announcement of a proposed change in control or within 18 months following a change in control, subject to

Mr. Farnsworth’s execution and non-revocation of a release, he would have received a severance benefit equal to (i) two times

base salary and (ii) 200% of his target annual incentive opportunity.

Upon a termination of Mr. Farnsworth’s employment in 2024, any unvested portion of the Farnsworth Integration Award would have

been forfeited, except that, upon a termination of Mr. Farnsworth by Columbia other than for “cause,” by Mr. Farnsworth for “good

reason” or due to death or “disability” (as each such term is defined in the Farnsworth Letter Agreement, and each, as such term is

defined as in the applicable Letter Agreement with the other NEOs, a “Qualifying Termination”), any unvested portion of the

Farnsworth Integration Award would have vested in full, subject to the execution and effectiveness of a release of claims.

If Mr. Farnsworth’s employment had been terminated by the Company without “cause” in 2024, subject to the execution and

effectiveness of a release of claims, any outstanding equity awards granted at or after the closing of the Merger would have vested

in full with respect to any service-vesting requirement, and any awards subject to a performance-vesting condition would have

remained outstanding and eligible to be earned in full based on the level of performance achieved.

Columbia entered into a Participation Agreement with Mr. Farnsworth, on November 5, 2024, pursuant to the newly adopted

Columbia Banking System, Inc. Executive Change in Control and Severance Plan (the "CIC Plan"). The Participation Agreement

became effective on January 1, 2025, immediately following expiration of Mr. Farnsworth's April 2021 employment agreement.

Under the Participation Agreement and CIC Plan, if Mr. Farnsworth ’s employment is terminated without "cause" or he terminates

employment for "good reason" following the effective date of the Participation Agreement (as each such term is defined in the CIC

Plan), in each case not in connection with a change in control, he will be entitled to receive, subject to execution and non-revocation

of a release of claims, cash severance equal to one year’s base salary. If he experiences such a termination event within six

months prior to, or within 24 months following a change in control, he will be entitled to receive, subject to execution and non-

revocation of a release of claims, (1) cash severance equal to two times the sum of annual base salary and target annual bonus,

(2) a prorated target bonus for the year of termination, (3) continued health and welfare benefits for 18 months, and (4) vesting of

any outstanding equity awards granted 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

as if he had remained employed for the duration of the performance period. Mr. Farnsworth is subject to customary restrictive

covenants, including non-competition and non-solicitation covenants, during employment and for up to two years thereafter.

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Merrywell Agreements And Unit Plans

Upon a termination of Mr. Merrywell’s employment, any unvested portion of the Merrywell Integration Award would have been

forfeited, except that upon a Qualifying Termination, any unvested portion of the Merrywell Integration Award would have vested in

full, subject to the execution and effectiveness of a release of claims. In addition, the Merrywell Letter Agreement also provided for

a credit of $1,030,000 to a deferred compensation account, which was made in February 2023, with 50% of such amount vesting in

each of February 2024 and 2025, subject to continued employment through each such date. Upon a termination of Mr. Merrywell’s

employment at December 31, 2024, the unvested portion of this credited amount would have been forfeited, except that upon a

Qualifying Termination, any unvested portion would have vested in full, subject to the execution and effectiveness of a release of

claims. Any vested amounts are payable in 24 monthly installments following a separation of service. If, prior to the payment of the

final installment, Mr. Merrywell violates any restrictive covenant by which he is bound pursuant to the Merrywell Letter Agreement,

the Company may, among other remedies, forfeit any amount not yet paid and claw back previously paid installments.

If Mr. Merrywell's employment had been terminated by the Company without “cause” in 2024, subject to the execution and

effectiveness of a release of claims, any outstanding equity awards granted at or after the closing of the Merger would have vested

in full with respect to any service-vesting requirement, and any awards subject to a performance-vesting condition would have

remained outstanding and eligible to be earned in full based on the level of performance achieved.

Columbia Bank previously entered into two Unit Plans with Mr. Merrywell (one each in 2015 and 2018). The plans were provided

primarily to supplement retirement benefits in lieu of a SERP. Each separate Unit Plan provides that Mr. Merrywell will begin

receiving a monthly payment beginning the first month following the tenth anniversary of each plan, based on an annual aggregate

payment of $25,000 per year for ten years. In the event Mr. Merrywell’s employment is terminated by Umpqua Bank without cause,

he will be entitled to receive a payment based on the prorated portion of his term of employment, payable in monthly payments

following the tenth anniversary of each plan. In the event Mr. Merrywell is terminated due to disability, he will be entitled to receive a

payment equal to the net present value of the full benefit under the Unit Plan, payable in a lump sum following such disability. In the

event the employment of Mr. Merrywell is terminated by Umpqua Bank without cause or by the executive for good reason, in each

case following a change in control of Umpqua Bank, he will be entitled to receive a payment equal to the full benefit under each Unit

Plan if such termination occurs on or before the tenth anniversary of each plan, payable in monthly payments following the tenth

anniversary of each plan. If Mr. Merrywell leaves the employment of Umpqua Bank prior to expiration of a plan during the applicable

ten-year period, the entire amount under such plan is forfeited. In the event of Mr. Merrywell’s death before the tenth anniversary of

a plan, his beneficiaries will receive a payment under such plan based on the prorated portion of his term of employment, payable

in monthly installments following his death. There are non-competition and non-solicitation clauses that provide that Mr. Merrywell’s

right to receive benefits terminates if he engages in certain competitive or solicitation activity during his employment or during the

one-year period thereafter.

Columbia entered into a Participation Agreement with Mr. Merrywell on February 24, 2025, pursuant to the newly adopted

CIC Plan. The Participation Agreement became effective on March 1, 2025. Under the Participation Agreement and CIC Plan,

if Mr. Merrywell's employment is terminated without "cause" or he terminates employment for "good reason" following the effective

date of the Participation Agreement (as each such term is defined in the CIC Plan), in each case not in connection with a change in

control, he will be entitled to receive, subject to execution and non-revocation of a release of claims, cash severance equal to one

year’s base salary. If he experiences such a termination within six months prior to, or within 24 months following a change in

control, he will be entitled to receive, subject to execution and non-revocation of a release of claims, (1) cash severance equal to

two times the sum of his annual base salary and target annual bonus, (2) a prorated target bonus for the year of termination,

(3) continued health and welfare benefits for 18 months, and (4) vesting of any outstanding equity awards granted 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 as if he had remained employed for the duration of the

performance period. Mr. Merrywell is subject to customary restrictive covenants, including non-competition and non-solicitation

covenants, during employment and for up to two years thereafter.

Columbia Banking System I 2025 Proxy Statement 71

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Nixon Agreements

Upon a termination of Mr. Nixon’s employment, any unvested portion of the Nixon Integration Award would have been forfeited,

except that upon a Qualifying Termination, any unvested portion of the Nixon Integration Award would have vested in full, subject to

the execution and effectiveness of a release of claims. In addition, the Nixon Letter Agreement also provided for an additional cash

payment of $860,000 and a credit of $1,740,000 to a deferred compensation account, which deferred compensation contribution

was made in February 2023, with 50% of each such amount vesting in each of February 2024 and 2025, subject to continued

employment through each such date. Upon a termination of Mr. Nixon's employment at December 31, 2024, the unvested portion of

this credited amount would have been forfeited and Mr. Nixon would not have been entitled to receive the $430,000 cash payment

due February 2025, except that upon a Qualifying Termination, any unvested portion would have vested in full, subject to the

execution and effectiveness of a release of claims. Any vested amounts are payable in 24 monthly installments following a

separation of service. If, prior to the payment of the final installment, Mr. Nixon violates any restrictive covenant by which he is

bound pursuant to the Nixon Letter Agreement, the Company may, among other remedies, forfeit any amount not yet paid and claw

back previously paid installments.

If Mr. Nixon’s employment had been terminated by the Company without “cause” in 2024, subject to the execution and

effectiveness of a release of claims, any outstanding equity awards granted at or after the closing of the Merger would have

vested in full with respect to any service-vesting requirement, and any awards subject to a performance-vesting condition would

have remained outstanding and eligible to be earned in full based on the level of performance achieved.

Columbia entered into a Participation Agreement with Mr. Nixon on February 25, 2025, pursuant to the newly adopted CIC Plan.

The Participation Agreement became effective on March 1, 2025. Under the CIC Plan, if Mr. Nixon's employment is terminated

without "cause" or he terminates employment for "good reason" following the effective date of the Participation Agreement (as each

such term is defined in the CIC Plan), in each case not in connection with a change in control, he will be entitled to receive, subject

to execution and non-revocation of a release of claims, cash severance equal to one year’s base salary. If he experiences such a

termination within six months prior to, or within 24 months following a change in control, he will be entitled to receive, subject to

execution and non-revocation of a release of claims, (1) cash severance equal to two times the sum of annual base salary and

target annual bonus, (2) a prorated target bonus for the year of termination, (3) continued health and welfare benefits for 18

months, and (4) vesting of any outstanding equity awards granted 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 as if he had remained employed for the duration of the performance period. Mr. Merrywell is subject to

customary restrictive covenants, including non-competition and non-solicitation covenants, during employment and for up to two

years thereafter.

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The tables below show the maximum amounts that could be paid to Messrs. Farnsworth, Merrywell, and Nixon under their

respective agreements, which: (i) are based on the executive’s salary at December 31, 2024; and (ii) assume the triggering

event occurred on December 31, 2024.


	2024 Termination/Change-in-Control Payments – Ron L. Farnsworth
	Death ($)	Disability ($)	Termination w/o Cause (Not Due to CIC) ($)	Termination Due to CIC ($)	Retirement ($)
Cash/Severance(1)	594,000	594,000	1,199,000	2,832,500	—
Deferred Compensation(2)	—	—	—	—	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance	—	—	—	—	—
Bank-Owned Life Insurance(3)	1,915,000	—	—	—	—
Healthcare and Other Benefit(4)	—	—	—	51,842	—
FMV of Accelerated Equity Vesting(5)	2,015,513	2,015,513	2,178,843	2,178,843	—
Total	4,524,513	2,609,513	3,377,843	5,063,185	—


	2024 Termination/Change-in-Control Payments – Christopher M. Merrywell
	Death ($)	Disability ($)	Termination w/o Cause (Not Due to CIC) ($)	Termination Due to CIC ($)(1)	Retirement ($)
Cash/Severance(1)	330,000	330,000	330,000	330,000	—
Deferred Compensation(2)	515,000	515,000	515,000	515,000	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance	41,666*	395,154*	41,458*	50,000*	50,000
Bank-Owned Life Insurance(3)	2,145,000	—	—	—	—
Healthcare and Other Benefit(4)	—	—	—	—	—
FMV of Accelerated Equity Vesting(5)	2,684,335	2,684,335	2,423,283	2,684,335	—
Total	5,716,001	3,924,489	3,309,741	3,579,335	50,000

* This reflects Mr. Merrywell’s two Unit Plans. See the “Merrywell Agreements and Unit Plans” section for more details regarding these benefits.

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	2024 Termination/Change-in-Control Payments – Torran B. Nixon
	Death ($)	Disability ($)	Termination w/o Cause (Not Due to CIC) ($)	Termination Due to CIC ($)(1)	Retirement ($)
Cash/Severance(1)	562,000	562,000	562,000	562,000	—
Deferred Compensation(2)	870,000	870,000	870,000	870,000	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance	—	—	—	—	—
Bank-Owned Life Insurance(3)	2,145,000	—	—	—	—
Healthcare and Other Benefit(4)	—	—	—	—	—
FMV of Accelerated Equity Vesting(5)	2,348,790	2,348,790	2,625,183	2,625,183	—
Total	5,925,790	3,780,790	4,057,183	4,057,183	—

(1)For Mr. Farnsworth, represents the sum of (a) (1) in the event of a voluntary termination for good reason or termination without cause not in connection with a

change in control, one times annual base salary, payable in equal monthly installments over one year following termination; or (2) in the event of a voluntary termination

for good reason or termination without cause after announcement of a proposed change in control or within 18 months following a change in control (including the

Merger), two times annual base salary, payable in equal monthly installments over two years following termination; (b) in the event of a voluntary termination for good

reason or termination without cause in connection with a change in control, two times Mr. Farnsworth’s target annual incentive opportunity in the year of termination (or

if greater, in the year of the change in control), payable in equal installments over two years following termination; and (c) in the event of death, disability, or a voluntary

termination for good reason or termination without cause (both in connection and not in connection with a change in control), the unvested portion of a cash retention

award, payable in a lump sum within 60 days after termination. For Mr. Merrywell, in the event of death, disability, or a voluntary termination for good reason or

termination without cause (both in connection and not in connection with a change in control), represents the unvested portion of a cash retention award, payable in

a lump sum within 60 days after termination. For Mr. Nixon, in the event of death, disability, or a voluntary termination for good reason or termination without cause

(both in connection and not in connection with a change in control), represents the unvested portion of two cash retention awards, payable in a lump sum within 60

days after termination.

(2)For Messrs. Merrywell and Nixon, in the event of death, disability, or a voluntary termination for good reason or termination without cause within two years following

the Merger, represents vesting of deferred compensation accounts established for each NEO at the time of the Merger, payable in equal monthly installments over two

years following termination.

(3)For Messrs. Farnsworth, Merrywell, and Nixon, in the event of death, represents the amount payable as of the date of death that would be due to each NEO’s

beneficiaries under a BOLI policy payable by the insurer.

(4)For Mr. Farnsworth, in the event of a voluntary termination for good reason or termination without cause after announcement of a proposed change in control or within

18 months following a change in control, represents the value of reimbursement of certain COBRA premiums for 24 months following termination.

(5)For Messrs. Farnsworth and Nixon, (i) in the event of death or disability, represents the fair market value of unvested 2023 and 2024 equity awards with performance

awards vesting at target performance; (ii) in the event of a voluntary termination for good reason or without cause, represents the fair market value of unvested 2022,

2023, and 2024 equity awards with performance awards shown at target (such performance awards ultimately vest based on actual performance); and (iii) in the event

of a voluntary termination for good reason or without cause that occurs within 18 months following a change in control, represents the fair market value of unvested

equity awards with performance awards shown at target (such performance awards ultimately vest based on actual performance).

For Mr. Merrywell, in the event of death, disability, or a voluntary termination for good reason or termination without cause on or within two years following a

change in control, represents the fair market value of unvested equity awards with performance shown at target performance (in the event of death or disability,

performance awards are deemed achieved at target, but in the event of a voluntary termination for good reason or termination without cause that occurs within two

years following a change in control, performance awards ultimately vest based on the greater of target and actual performance as of the date of the change in control);

provided, however, that in the event of termination other than for cause within two years following March 1, 2023, with respect to equity awards granted in 2023 and

2024, represents the fair market value of unvested awards with performance awards shown at target (such performance awards ultimately vest based on actual

performance), and the vesting in full of service based awards.

Columbia Banking System I 2025 Proxy Statement 74

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Other Compensation Plans

Employee Stock Purchase Plan

The ESPP was amended and restated in 2024 to increase shares allowable under the plan and to make certain administrative

updates. The ESPP allows eligible associates to purchase shares of Columbia common stock at 90% of the lower of the market

price at either the beginning or the end of each six-month offering period by means of payroll deductions. At December 31, 2024,

there were 877,206 shares available for purchase under the ESPP.

CEO Pay Ratio

Set forth below is the total annual compensation for 2024 of Mr. Stein, the median of the total annual compensation of our

associates (other than Mr. Stein) and the ratio of those two values:


CEO Total Annual Compensation as reported in the 2024 Summary Compensation Table ($) (A)	Median Total Annual Compensation of Our Associates ($) (B)	Ratio of (A) to (B)
6,340,928	74,509	82 to 1

To identify our median associate, we used our entire associate population as of December 31, 2024. We measured compensation

based on total gross pay for 2024 as reported to the Internal Revenue Service on Form W-2 for 2024 and annualized the

compensation of all regular associates hired, rehired, or on an unpaid leave of absence during 2024. In accordance with SEC rules,

after identifying our median associate, we calculated 2024 total annual compensation for both our median associate and Mr. Stein

using the same methodology that we used to determine our NEOs’ total annual compensation included in the "2024 Summary

Compensation Table" section. This calculation produced the ratio shown in the table above.

Pay Versus Performance

Pay Versus Performance Table

The Company believes in the importance of maintaining a strong link between executive pay and company performance. As

required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K,

the following disclosure is provided about the relationship between executive compensation and the Company’s performance on

select financial metrics. The Compensation Committee did not consider the pay versus performance disclosure when making its

incentive compensation decisions. For a complete description regarding the Company’s compensation program, please see the

“Compensation Discussion and Analysis” section. The amounts in the table below are calculated in accordance with SEC rules and

do not represent amounts actually earned or realized by our NEOs, including with respect to RSUs and PSUs.

The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other NEOs,

each as reported in the "2024 Summary Compensation Table" section and with certain adjustments to reflect Compensation

Actually Paid, as defined and computed in accordance with SEC rules. The table also provides information with respect to

Company TSR, average TSR for the KRX, net income and the Company’s selected performance measure, operating PPNR.

Columbia Banking System I 2025 Proxy Statement 75

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

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

(2)The following supplemental table presents a reconciliation of Mr. Stein’s applicable Summary Compensation Table total to the Compensation Actually Paid, as

defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by Mr. Stein during the

applicable year.

(3)Includes the average total compensation for Messrs. Farnsworth, Merrywell, Nixon, and O’Haver in 2024; Messrs. Farnsworth, O’Haver, Merrywell, Nixon, and Aaron

James Deer in 2023; Messrs. Deer, Eric J. Eid, Merrywell, and Andrew L. McDonald in 2022 and 2021; and Messrs. Deer, Eid, Merrywell, McDonald and Gregory A.

Sigrist, and Ms. Kumi Y. Baruffi in 2020. Total compensation for non-PEO NEOs are as reported in the applicable Summary Compensation Table.

(4)The following supplemental table presents a reconciliation of the average non-PEO NEO applicable Summary Compensation Table total to the Compensation Actually

Paid, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by the non-PEO

NEOs during the applicable year.

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

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


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

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

Financial Performance Measures

As described in greater detail in the CD&A, Columbia's executive compensation program is rooted in a pay-for-performance

philosophy to support the long-term growth of and the strategic direction for the Company. The metrics that Columbia uses for both

our annual cash incentive and long-term incentive plans are selected based on the objective of creating a strong tie between NEO

and shareholder financial interests through sustaining positive performance over a multi-year period. The most important financial

performance measures used by the Compensation Committee to link Compensation Actually Paid to NEOs, for the most recently

completed fiscal year, to the Company’s performance are as follows:

▪Operating PPNR*;

▪ROTCE*; and

▪TSR.

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

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Policies and Practices Related to the Grant of Certain Equity Awards

Close in Time to the Release of Material Nonpublic Information

In response to Item 402(x)(1) of Regulation S-K, we do not currently grant new awards of stock options, stock appreciation rights or

similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to

our disclosure of material nonpublic information. In the event we determine to grant such awards, we will evaluate the appropriate

steps to take in relation to the foregoing. In addition, we do not schedule equity award grants in anticipation of the release of

material nonpublic information, nor do we time the release of material nonpublic information based on equity grant dates.

Information About Executive Officers

The following is information as of the Record Date about our executive officers who are not directors or nominees for director of

Columbia, including employment history for the last five years. All executive officers are appointed annually and serve at the

discretion of the Board.

Drew K. Anderson, age 39, Executive Vice President, Chief Administrative Officer

Mr. Anderson has served as Chief Administrative Officer of Columbia since March 2023 and became Executive Vice President

in May 2024. He has served as Executive Vice President, Chief Administrative Officer of Umpqua Bank since September 2022,

and he served in that same role for Umpqua from September 2022 to February 2023. He served as Senior Vice President, Chief

Administrative Officer of Umpqua and of Umpqua Bank from June 2021 to September 2022. He joined Umpqua Bank in 2010 as

an auditor, and has held a number of increasingly senior roles including Director of Investor Relations and Chief Data Officer.

Kumi Yamamoto Baruffi, age 54, Executive Vice President, General Counsel and Corporate Secretary

Ms. Baruffi has served as General Counsel and Corporate Secretary of Columbia since September 2014 and became Executive

Vice President in May 2024. She has served as Executive Vice President, General Counsel and Corporate Secretary of Umpqua

Bank since March 2023. She joined Columbia and Columbia Bank as Executive Vice President, General Counsel and Corporate

Secretary and served in that role from September 2014 to February 2023.

Aaron James Deer, age 56, Executive Vice President, Chief Strategy and Innovation Officer

Mr. Deer has served as Chief Strategy and Innovation Officer of Columbia since March 2023 and became Executive Vice President

in May 2024. He has served as Executive Vice President, Chief Strategy and Innovation Officer of Umpqua Bank since March

2023. He joined Columbia and Columbia Bank as Executive Vice President, Chief Financial Officer and served in that role from

April 2020 to February 2023. Prior to Columbia, he was a Managing Director and Senior Research Analyst at Piper Sandler (and

previously at Sandler O’Neill + Partners), where he covered West Coast financial institutions since 2007.

Lisa K. Dow, age 65, Executive Vice President, Chief Risk Officer

Ms. Dow has served as Chief Risk Officer of Columbia since March 2018 and became Executive Vice President in May 2024.

She has served as Executive Vice President, Chief Risk Officer of Umpqua Bank since March 2023. She served as Executive Vice

President, Chief Risk Officer of Columbia and Columbia Bank from March 2018 to February 2023. Ms. Dow joined Columbia Bank

as Senior Vice President, Credit Administrator in April 2013, when Columbia acquired West Coast Bancorp, where she served as

Senior Vice President, Regional Credit Administrator and Credit Services Manager.

Ron L. Farnsworth, age 54, Executive Vice President, Chief Financial Officer and Principal Financial Officer

Mr. Farnsworth has served as Chief Financial Officer and Principal Financial Officer of Columbia since March 2023 and became

Executive Vice President in May 2024. He has served as Executive Vice President, Chief Financial Officer of Umpqua Bank since

January 2008. He served as Executive Vice President, Chief Financial Officer of Umpqua from January 2008 to February 2023, and

as Principal Financial Officer from May 2007 to February 2023.

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Christopher M. Merrywell, age 59, Senior Executive Vice President and Umpqua Bank President of Consumer Banking

Mr. Merrywell has served as Senior Executive Vice President of Columbia and President of Consumer Banking of Umpqua Bank

since March 2023. He served as Executive Vice President, Chief Operating Officer of Columbia and Columbia Bank from January

2020 to February 2023. He served Columbia Bank as Executive Vice President, Chief Consumer Banking Officer from February

2017 to December 2019, and as Senior Vice President, Director of Wealth Management from October 2012 to February 2017.

David Moore Devine, age 47, Executive Vice President, Chief Marketing Officer

Mr. Moore Devine has served as Chief Marketing Officer of Columbia since March 2023 and became Executive Vice President in

May 2024. He has served as Executive Vice President, Chief Marketing Officer of Umpqua Bank since March 2023. He served as

Executive Vice President, Chief Marketing and Experience Officer of Columbia and of Columbia Bank from January 2020 to

February 2023. Prior to that, he served Columbia Bank as Executive Vice President, Chief Marketing Officer from April 2018 to

January 2020, and as Senior Vice President, Director of Marketing from March 2011 to April 2018.

Frank D. Namdar, age 59, Executive Vice President, Chief Credit Officer

Mr. Namdar has served as Chief Credit Officer of Columbia since March 2023 and became Executive Vice President in May 2024.

He has served as Executive Vice President, Chief Credit Officer of Umpqua Bank since November 2018. He served as Executive

Vice President, Chief Credit Officer of Umpqua from November 2018 to February 2023, and as a senior credit officer of Umpqua

Bank from 2012 to 2018.

Torran B. Nixon, age 63, Senior Executive Vice President and Umpqua Bank President of Commercial Banking

Mr. Nixon has served as Senior Executive Vice President of Columbia and as President of Commercial Banking of Umpqua Bank

since March 2023. He served Umpqua Bank as President from June 2020 to February 2023, as Senior Executive Vice President,

Chief Banking Officer from April 2018 to May 2020, as Executive Vice President, Head of Commercial and Wealth from October

2016 to April 2018, and as Executive Vice President, Commercial Banking from November 2015 to October 2016.

Andrew H. Ognall, age 53, Executive Vice President, Chief Human Resources Officer

Mr. Ognall has served as Executive Vice President, Chief Human Resources Officer of Columbia since May 2024 and of Umpqua

Bank since April 2024. He previously served as Integration Management Office General Counsel of Columbia and as Executive

Vice President, Integration Management Office General Counsel of Umpqua Bank since March 2023. He served as Executive Vice

President, General Counsel and Corporate Secretary of Umpqua and of Umpqua Bank from April 2014 to February 2023

Lisa M. White, age 42, Executive Vice President, Principal Accounting Officer and Corporate Controller

Ms. White has served as Principal Accounting Officer and Corporate Controller of Columbia since March 2023 and became

Executive Vice President in May 2024. She has served as Executive Vice President, Principal Accounting Officer and Corporate

Controller of Umpqua Bank since January 2020. She served as Executive Vice President, Principal Accounting Officer and

Corporate Controller of Umpqua from January 2020 to February 2023, and as Senior Vice President, Bank Controller of Umpqua

Bank from April 2015 to January 2020.

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Stock Ownership

Beneficial Ownership of Directors and Executive Officers

The following table shows, as of March 17, 2025, the amount of Columbia common stock directly owned (unless otherwise

indicated) by (a) each director and director nominee; (b) the executive officers named in the "2024 Summary Compensation Table"

section; and (c) all of our directors and executive officers (including those not named in the "2024 Summary Compensation Table"

section) as a group. Except as otherwise noted, we believe that the beneficial owners of the shares listed below, based on

information furnished by such owners, has sole voting and investment power (or shares such power with their spouse) with

respect to the shares set forth in the following table. Beneficial ownership is determined under the rules of the SEC.


Name	Position	Number of Shares	(1)	Percentage
Named Executive Officers
Clint E. Stein	Director, President and Chief Executive Officer	118,401		*
Ron L. Farnsworth	Executive Vice President, Chief Financial Officer	136,452		*
Christopher M. Merrywell	Senior Executive Vice President and Umpqua Bank President of Consumer Banking	37,518		*
Torran B. Nixon	Senior Executive Vice President and Umpqua Bank President of Commercial Banking	102,106	(2)	*
Cort L. O’Haver	Former Executive Chair**	314,059	(3)	*
Directors (excluding President and Chief Executive Officer and Former Executive Chair**)
Craig D. Eerkes	Lead Independent Director	35,346		*
Mark A. Finkelstein	Director	28,223		*
Eric S. Forrest	Director	29,020		*
Peggy Y. Fowler	Director	75,422	(4)	*
Randal L. Lund	Director	21,332	(5)	*
Luis F. Machuca	Director	67,733		*
S. Mae Fujita Numata	Director	33,731		*
Maria M. Pope	Director	44,187		*
John F. Schultz	Director	43,053		*
Elizabeth W. Seaton	Director	29,184		*
Hilliard C. Terry, III	Director	48,183		*
Anddria Varnado	Director	23,563		*
All directors and executive officers as a group (25 persons)		1,429,836	(6)

The address for our officers and directors is C/O Columbia Banking System, Inc., PO Box 2156, MS 3100, Tacoma, Washington

98401-2156.

* Represents less than 1% of outstanding common stock.

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** The Executive Chair role was eliminated, and Mr. O'Haver's employment was terminated, effective March 31, 2025

(1)For all directors excluding Mr. O’Haver and Mr. Stein, includes 4,183 unvested time-based restricted stock awards for which the individual has voting but not

investment power and that will vest within 60 days.

(2)For Mr. Nixon, includes 3,650 shares held in a family trust.

(3)For Mr. O’Haver, includes 55,363 unvested PSUs that will vest within 60 days.

(4)For Ms. Fowler, includes 71,239 shares held in a family trust.

(5)For Mr. Lund, includes 1,000 shares held in a family trust.

(6)Includes 12,173 unvested time-based restricted stock awards for which an executive has voting but not investment power.

Beneficial Owners of More Than Five Percent

As of March 17, 2025 (except as otherwise noted), the shareholders identified in the table below beneficially owned more than 5%

of the outstanding Columbia shares. To the Company’s knowledge, based on the public filings which beneficial owners of more than

5% of the outstanding shares of Columbia common shares are required to make with the SEC, there are no other beneficial owners

of more than 5% of the outstanding Columbia common shares as of March 17, 2025. The percentage ownership data is based on

210,114,698 Columbia common shares outstanding as of March 17, 2025.


Name and Address	Number of Shares(1)	Percentage
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355	21,753,210	10.35%
BlackRock, Inc.(3) 50 Hudson Yards New York, NY 10001	18,472,440	8.79%
T. Rowe Price Investment Management, Inc.(4) 101 E. Pratt Street Baltimore, MD 21201	12,592,357	5.99%
State Street Corporation(5) One Congress Street, Suite 1 Boston, MA 02114	10,880,429	5.18%

(1)Pursuant to rules promulgated by the SEC, a person or entity is considered to beneficially own shares of common stock if the person or entity has or shares (i) voting

power, meaning the power to vote or direct the voting of the shares, or (ii) investment power, meaning the power to dispose of or direct the disposition of the shares.

(2)An amended Schedule 13G filed with the SEC on February 13, 2024 for holdings as of December 29, 2023, indicates that The Vanguard Group had sole voting power

over zero shares, shared voting power over 100,246 shares, sole dispositive power over 21,430,110 shares, and shared dispositive power over 323,100 shares. The

Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, had the right to

receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported. No one other person's interest in the securities

reported was more than 5%.

(3)An amended Schedule 13G filed with the SEC on January 25, 2024 for holdings as of December 31, 2023, indicates that BlackRock, Inc. had sole voting power over

17,790,403 shares, shared voting power over zero shares, sole dispositive power over 18,472,440 shares, and shared dispositive power over zero shares. Various

persons had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of Columbia. No one person’s

interest in the common stock of Columbia was more than 5% of the total outstanding Columbia common shares.

(4)A Schedule 13G filed with the SEC on November 14, 2024 for holdings as of September 30, 2024, indicates that T. Rowe Price Investment Management, Inc. had sole

voting power over 12,537,596 shares, shared voting power over zero shares, sole dispositive power over 12,592,537 shares, and shared dispositive power over zero

shares. Price Investment Management did not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian

or trustee bank had the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. Except as may be indicated if this was a joint filing

with one of the registered investment companies sponsored by Price Investment Management which it also serves as investment adviser, not more than 5% of the

class of such securities was owned by any one client subject to the investment advice of Price Investment Management.

(5)A Schedule 13G filed with the SEC on February 4, 2025 for holdings as of December 31, 2024, indicates that State Street Corporation had sole voting power over zero

shares, shared voting power over 1,291,678 shares, sole dispositive power over zero shares, and shared dispositive power over 10,880,429 shares.

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Delinquent Section 16(A) Reports

To our knowledge, and based solely on a review of the filings made with the SEC and written representations that no other reports

were required, we believe that during the year ended December 31, 2024, our officers and directors timely filed all reports required

by Section 16(a) of the Exchange Act, except that one inadvertent late Form 4 was filed on behalf of Mr. Schultz with respect to a

gifting of Company shares.

Audit Committee Report

The Audit Committee of the Board makes the following report, which notwithstanding anything to the contrary set forth in any of

Columbia’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, will not be incorporated by reference

into any such filings and will not otherwise be deemed to be proxy soliciting materials or to be filed under such Acts.

The Audit Committee consists of the directors listed below. The Board has determined that the membership of the Audit

Committee meets the independence requirements as defined under Nasdaq listing standards.

The Audit Committee is governed by a charter. A copy of the charter is available in the “Overview - Governance Documents”

section of our website at www.columbiabankingsystem.com. Such information is not part of or incorporated by reference into

this Proxy Statement. The charter was last amended effective April 24, 2024. The Audit Committee held eight meetings during

fiscal year 2024.

Management has the responsibility for the preparation of the financial statements and the reporting process, including the systems

of internal controls. The independent auditors are responsible for auditing the Company’s financial statements, expressing an

opinion as to their conformity with generally accepted accounting principles and annually auditing the Company’s internal control

over financial reporting. The Audit Committee is responsible for overseeing Columbia’s financial reporting processes on behalf of

the Board. With respect to fiscal year 2024, the Audit Committee has:

(1)reviewed and discussed the audited financial statements with management, and management represented to the Audit Committee that

Columbia’s consolidated financial statements were prepared in accordance with generally accepted accounting principles;

(2)discussed with Deloitte & Touche LLP ("Deloitte") the matters required to be discussed by the applicable requirements of the Public Company

Accounting Oversight Board ("PCAOB") and the SEC;

(3)received from Deloitte the written communications required by applicable requirements of the PCAOB regarding the independent accountant’s

communications with the Audit Committee concerning independence, and the Audit Committee discussed with Deloitte that firm’s independence;

(4)discussed with Columbia’s internal and independent accountants the overall scope and plans for their respective audits; and

(5)met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the

evaluations of Columbia’s internal controls, and the overall quality of Columbia’s financial reporting.

The members of the Audit Committee are not full-time employees of the Company and are not performing the functions of auditors

or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other

types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee

necessarily rely on the information provided to them by management and the independent accountants. Accordingly, the Audit

Committee’s considerations and discussions referred to above do not assure that the audits of the Company’s financial statements

and internal control over financial reporting have been carried out in accordance with generally accepted auditing standards, that

the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s auditors

are in fact “independent.”

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both

in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the

Company’s independent auditor and determines whether to re-engage the current independent auditor. In doing so, the Audit

Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ capabilities, and the auditors’

technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has

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retained Deloitte as the Company’s independent auditor for 2025. Deloitte has been the independent auditor for Columbia

since 2018.

The members of the Audit Committee and the Board believe that, due to Deloitte’s knowledge of the Company and its industry,

it is in the best interests of the Company and its shareholders to continue retention of Deloitte to serve as the Company’s

independent auditor.

Although the Audit Committee has sole authority to appoint the independent auditor, the Audit Committee will continue to

recommend that the Board ask the shareholders, at the Annual Meeting, to ratify the appointment of the independent auditors.

Based on the review and discussions referred to in items (1) through (5) above, the Audit Committee has recommended to the

Board that the audited financial statements be included in Columbia’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2024, for filing with the SEC.

Audit Committee Members


Randal L. Lund (Chair)	Elizabeth W. Seaton
Eric S. Forrest	Hilliard C. Terry, III
S. Mae Fujita Numata	Anddria Varnado
John F. Schultz

Proposal 3 – Ratification of Appointment of Independent

Registered Public Accounting Firm

Deloitte currently serves as our independent registered public accounting firm, and that firm has conducted the audits of our

financial statements since the fiscal year ended December 31, 2018. The Audit Committee has appointed Deloitte to serve as the

Company’s independent registered public accounting firm to conduct an audit of the financial statements for fiscal year 2025.

Appointment of the Company’s independent registered public accounting firm is not required to be submitted to a vote of our

shareholders for approval or ratification. However, upon the recommendation of the Audit Committee, the Board has determined to

submit the appointment of auditors to our shareholders for ratification. In the event our shareholders do not vote to ratify the

appointment, the Audit Committee may reconsider whether to retain Deloitte, and may retain Deloitte or another firm without re-

submitting the matter to our shareholders. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the

appointment of a different independent registered public accounting firm at any time during the year if it determines that such a

change would be in the Company’s and its shareholders’ best interest.

Representatives of Deloitte are expected to be present virtually at the Annual Meeting and will have the opportunity to make a

statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions.

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Vote Required and Board Recommendation

Ratification of the appointment of Deloitte as our independent registered public accounting firm requires that the votes cast "FOR"

the proposal exceed the votes cast "AGAINST" at the virtual Annual Meeting or by proxy and voting on this proposal. Abstentions

and broker non-votes will have no effect on the outcome of this proposal.

The Board of Directors unanimously recommends a vote “FOR” ratification

of the selection of Deloitte & Touche LLP as the Company’s independent

registered public accounting firm for the fiscal year ending December 31, 2025.

Independent Registered Public Accounting Firm

Fees Paid To Independent Registered Public Accounting Firm

The following table sets forth the aggregate fees charged to Columbia by Deloitte for audit services rendered in connection with the

audited consolidated financial statements and reports for the 2024 and 2023 fiscal years and for other services rendered during the

2024 and 2023 fiscal years.


Fee Category	Fiscal 2024	% of Total	Fiscal 2023	% of Total
Audit Fees	$3,169,000	94.3%	$6,129,552	93.7%
Audit-Related Fees	97,000	2.9%	56,000	0.9%
Tax Fees	92,967	2.8%	353,736	5.4%
All Other Fees	2,066	0.1%	2,066	—%
Total Fees	$3,361,033	100%	$6,541,354	100%

Audit Fees

Consists of fees billed to Columbia for professional services rendered by Deloitte in connection with the audit of our financial

statements included in Columbia’s Annual Report on Form 10-K, review of financial statements included in Columbia’s Quarterly

Reports on Form 10-Q, or services to Columbia in connection with statutory or regulatory filings or engagements, including

consents. Amount includes $120,000 for expenses.

Audit-Related Fees

Audit-related fees for 2024 represent billings by Deloitte for services provided during the 12 months ended December 31, 2024,

including the audit of the 401(k) Plan for the plan year ended December 31, 2023, which was audited during 2024.

Tax Fees

Consists of tax compliance, tax advice, and tax consulting services.

All Other Fees

Consists of accounting research subscriptions. In considering the nature of the services provided by Deloitte, the Audit Committee

determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed

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these services with Deloitte and Company management to determine that they are permitted under the rules and regulations

concerning auditor independence promulgated by the SEC to implement Sarbanes-Oxley, as well as the American Institute of

Certified Public Accountants.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of

Independent Auditors

The Audit Committee pre-approved services performed by Deloitte in 2024 and 2023 in accordance with the pre-approval policy

outlined in the Audit Committee’s adopted charter. The policy specifies that pre-approval of all permissible auditing and non-auditing

services to be provided by the Company’s independent auditors is the sole responsibility of the Audit Committee. Prior to

commencing such services, pre-approval is required by the Audit Committee or as delegated to the Audit Committee Chair by

the Audit Committee.

Certain Relationships and Related Transactions

Transactions between Columbia or its affiliates and related persons (including directors and executive officers of Columbia and

Umpqua Bank, or their immediate family members) must generally be approved by the Audit Committee, in accordance with the

policies and procedures set forth in the Related Party Transaction Policy adopted by the Board. Under the Related Party

Transaction Policy, a transaction with a “related person” will be consummated only if the Audit Committee, or a majority of the

disinterested independent members of the Board, approves or ratifies such transaction in accordance with the guidelines set forth

in the policy and if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated

third party.

During 2024 and continuing through the date of this Proxy Statement, certain directors and executive officers of Columbia and

Umpqua Bank, and their immediate family members, were customers of Umpqua Bank, and it is anticipated that such individuals

will continue to be customers of Umpqua Bank in the future. All transactions between Umpqua Bank and its executive officers and

directors, and their associates, were made in the ordinary course of business on substantially the same terms, including interest

rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company, and,

in the opinion of management, did not involve more than the normal risk of collectability or present other unfavorable features.

Annual Report to Shareholders and Form 10-K

Columbia’s 2024 Annual Report and Form 10-K for the year ended December 31, 2024 (which is not a part of Columbia’s proxy

soliciting materials) have been filed with the SEC and are also available on our website. Copies of the 2024 Annual Report and

Form 10-K will be furnished to shareholders upon request and can be requested by writing to Columbia Banking System, Inc., Attn:

Investor Relations, 1301 A Street, Tacoma, Washington 98402-4200, by emailing shareholders@umpquabank.com, or by calling

(503) 727-4100.

Delivery Of Documents To Shareholders Sharing An Address

In some cases, only one copy of the Proxy Statement or Notice, as applicable, is being delivered to multiple shareholders sharing

an address unless we have received contrary instructions from one or more of the shareholders. We will deliver promptly, upon

written or oral request, a separate copy of the Proxy Statement or Notice, as applicable, to a shareholder at a shared address to

which a single copy of the document was delivered. To request a separate delivery of these materials now or in the future, a

shareholder may submit a written or oral request to the Corporate Secretary at the address and number written above. Additionally,

any shareholders who are presently sharing an address and receiving multiple copies of the Proxy Statement, annual reports or the

Notice and who would rather receive a single copy of such materials may instruct us accordingly by directing their request to us in

the manner provided above.

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Other Business

The Board knows of no other matters to be brought before shareholders at the Annual Meeting. If other matters are properly

presented for a vote at the meeting, the proxy holders will vote shares represented by proxies at their discretion in accordance with

their judgment on such matters. At the meeting, management will report on our business and shareholders will have the opportunity

to ask questions.

Questions and Answers About Voting and the Meeting

When is the annual meeting?

The Annual Meeting will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/

COLB2025 at 10:00 a.m. Pacific Time on Thursday, May 15, 2025.

The Board set March 17, 2025 as the record date for the meeting (the “Record Date”). Shareholders who owned Columbia common

stock at the close of business on that date are entitled to vote at the Annual Meeting, with each share entitled to one vote for each

matter to be voted on at the meeting. There were 210,114,698 shares of Columbia common stock outstanding on the Record Date.

Under the rules of the SEC, we are furnishing proxy materials to our shareholders on the Internet, rather than mailing paper copies

of the materials (including the 2024 Annual Report) to each shareholder. As a result, unless you previously elected to receive paper

copies or request them this year, you will not receive paper copies of these proxy materials. We are sending to our shareholders

(other than those that previously elected to receive paper copies) a copy of the Notice, which will instruct you as to how you may

access and review the proxy materials online. The Notice will also instruct you as to how you may access your proxy card to vote

your shares by telephone or online. If you would like to receive a paper copy of our proxy materials, free of charge, please follow

the instructions included in the Notice.

The Notice was mailed, and the accompanying Notice of Annual Meeting of Shareholders and this Proxy Statement are first being

made available, to shareholders on April 3, 2025.

For additional information regarding the matters to be voted on at the Annual Meeting including, among others, who is entitled to

vote at the Annual Meeting, how to vote, and the minimum vote required for each proposal, please see the “Questions and Answers

About Voting and the Meeting” section.

How can I be admitted and participate?

You will be able to participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/COLB2025. To be

admitted into the virtual Annual Meeting and to participate, you will need the 16-digit control number included on your Notice, on

your proxy card, or on the instructions that accompanied your proxy materials. If you misplace your 16-digit control number and

your shares are held in street name, please contact your broker for assistance. If you are the registered holder of your shares and

misplace your 16-digit control number, please contact shareholders@umpquabank.com. Contact 1-844-986-0822 (toll-free) if you

have any technical difficulties or trouble accessing the virtual meeting.

How can I ask a question?

Prior to the meeting, questions pertinent to meeting matters can be submitted to shareholders@umpquabank.com or mailed to:

Columbia Banking System, Inc., Attn: Corporate Secretary, 1301 A Street, Tacoma, Washington 98402-4200. During the meeting

questions pertinent to meeting matters can only be submitted in the question box provided at: www.virtualshareholdermeeting.com/

COLB2025. We reserve the right to edit or reject questions we deem inappropriate, and to consolidate similar questions into one.

Pertinent questions will be answered during the meeting, subject to time limitations.

Will a replay be available?

A link to a replay of the virtual Annual Meeting will be posted as soon as practical at: www.columbiabankingsystem.com.

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Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

Instead of mailing a printed copy of our proxy materials to each shareholder of record, the SEC permits us to furnish proxy

materials to our shareholders over the Internet. If you received the Notice by mail, you will not receive a printed copy of the proxy

materials. Instead, the Notice will instruct you as to how you may access and review the proxy materials and submit your vote via

the Internet. If you received the Notice by mail and would like to receive a printed copy of the proxy materials, please follow the

instructions included in the Notice for requesting such materials.

We mailed the Notice on April 3, 2025 to all shareholders entitled to vote at the Annual Meeting. As of the date of mailing of the

Notice, all shareholders and beneficial owners have the ability to access all of our proxy materials on a website referred to in the

Notice. These proxy materials are available free of charge.

How can I receive e-delivery in the future?

Prefer to receive an email instead? While voting on www.proxyvote.com, be sure to click “Delivery Settings.” Opting for e-delivery of

proxy materials is a voluntary choice that reduces environmental impact. By choosing email notifications and electronic delivery of

annual meeting materials, you help conserve natural resources, reduce paper waste, and lower carbon emissions associated with

printing and mailing.

What is being voted on at the Annual Meeting?

At the Annual Meeting you will be asked to vote on the following items of business:

▪Proposal 1: Election of 11 nominees for director to serve on the Board until the 2026 annual meeting of shareholders or until their successors

have been elected and have qualified;

▪Proposal 2: Advisory (non-binding) vote on the compensation of the Company's named executive officers; and

▪Proposal 3: Ratification (non-binding) of the appointment of Deloitte & Touche LLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2025.

Who is entitled to vote?

Only shareholders who owned Columbia common stock, either directly or beneficially, as of the close of business on the Record

Date are entitled to receive notice of the Annual Meeting and to vote the shares that they held on that date at the Annual Meeting,

or any postponement or adjournment of the Annual Meeting.

How do I vote?

▪By Internet. For shares registered in your name, you may go to www.proxyvote.com to transmit a proxy to vote your shares by means of the

Internet. You will be required to provide our number and the control number, both of which are contained on the Notice or the proxy card, as

applicable. You will then be asked to complete an electronic proxy card. The votes represented by such proxy will be generated on the

computer screen, and you will be prompted to submit or revise them as desired. We must receive votes submitted via the Internet for shares

held by common shareholders by 11:59 p.m. Eastern Time on May 14, 2025, and for shares held in an employee benefit plan sponsored by

the Company by 11:59 p.m. Eastern Time on May 13, 2025.

▪By telephone. For shares registered in your name, you may grant a proxy to vote your shares by telephone by calling 1-800-690-6903.

Please see the instructions on the Notice or the proxy card, as applicable. The telephone voting procedures are designed to authenticate your

identity, to allow you to grant a proxy to vote your shares, and to confirm that your instructions have been recorded properly. We must receive

votes submitted via telephone for shares held by common shareholders by 11:59 p.m. Eastern Time on May 14, 2025, and for shares held in

an employee benefit plan sponsored by the Company by 11:59 p.m. Eastern Time on May 13, 2025.

▪By mail. For shares registered in your name, shareholders who ask for and receive a paper proxy card may vote by mail and should

complete, sign and date their proxy card and mail it in the pre-addressed envelope that will accompany the delivery of the paper proxy card.

Proxy cards submitted by mail must be received by the date and time of the Annual Meeting in order for your shares to be voted.

▪At the virtual meeting. For shares registered in your name, you may vote online at the Annual Meeting at

www.virtualshareholdermeeting.com/COLB2025. Shares held beneficially in “street name” may be voted by you online at the Annual Meeting

only if you obtain a legal proxy from the broker or other agent that holds your shares, giving you the right to vote the shares. Have the legal

proxy available when you access the virtual meeting web page. A technical assistance phone number will be made available on the virtual

meeting registration page starting 15 minutes prior to the start time of the Annual Meeting to assist with any difficulties you might have while

accessing the virtual meeting during the check-in or meeting time.

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▪For shares registered in the name of a broker or bank. Most beneficial owners, whose stock is held in “street name,” receive instructions

for granting proxies from their banks, brokers or other agents, rather than a proxy card. If your shares are held in a stock brokerage account or

by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and as the beneficial owner, you have

the right to direct your broker on how to vote.

A number of brokers and banks are participating in a program provided through Broadridge Financial Solutions, Inc. that offers the means to

grant proxies to vote shares over the Internet and telephone. If your shares are held in an account with a broker or bank participating in the

Broadridge program, you may grant a proxy to vote those shares by visiting the website or calling the telephone number shown on the

instruction form received from your broker or bank.

▪For shares in an employee benefit plan sponsored by the Company. You will be given the opportunity to instruct the trustee of the 401(k)

Plan and the Supplemental Retirement and Deferred Compensation Plan how to vote the shares that you hold in your account. To the extent

that you do not timely give such instructions, the trustee will vote all unvoted shares held in the 401(k) Plan in proportion to the voted shares,

and the trustee will vote the unvoted shares in the Supplemental Retirement and Deferred Compensation Plan as directed by the plan

sponsor as recommended by the Board.

Can I revoke my proxy and/or change my vote?

Yes. You may revoke your proxy and change your vote at any time before the proxy is exercised by filing with Columbia’s Corporate

Secretary a notice of revocation, voting again by Internet or telephone (only your last Internet or telephone proxy submitted prior to

the meeting will be counted), signing and returning a new proxy card with a later date, obtaining a legal proxy from the broker or

other agent that holds your shares, or attending the virtual Annual Meeting and voting online. The powers of the proxy holders will

be suspended if you attend the Annual Meeting and so request, although attendance at the meeting will not by itself revoke a

previously granted proxy.

What are the Board’s recommendations?

The Board recommends a vote (i) FOR the election of the director nominees listed in this Proxy Statement, (ii) FOR the approval,

on an advisory basis, of the compensation of the Company’s named executive officers, and (iii) FOR the ratification of the

appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending

December 31, 2025.

If you indicate when voting by Internet or by telephone that you wish to vote as recommended by the Board, or if you sign and

return a proxy card without specific instructions as to how to vote, Ms. Pope and Mr. Stein, as the persons named as proxy holders

on the proxy card, will vote as recommended by the Board. If any other matters are considered at the meeting, Ms. Pope and Mr.

Stein will vote as recommended by the Board. If the Board does not give a recommendation, Ms. Pope and Mr. Stein will have

discretion to vote as they think best.

Will my shares be voted if I do not vote?

If your shares are registered in your name and you do not vote by Internet, by telephone, by mail, or at the virtual meeting,

your shares will not be voted.

If your shares are held in “street name” and you do not submit voting instructions to your broker, your broker may vote your shares

at this meeting on the ratification of the appointment of the independent registered public accounting firm only. If no instructions are

given with respect to the election of directors or the advisory vote on the compensation of the Company’s NEOs, your broker cannot

vote your shares on these proposals.

How many votes are needed to hold the Annual Meeting?

A majority of Columbia’s outstanding shares as of the Record Date (a quorum) must be present at the Annual Meeting in order to

hold the meeting and conduct business. Shares are counted as present at the meeting if a shareholder is present and votes online

at the virtual meeting or has properly submitted a proxy card. As of the Record Date for the Annual Meeting, 210,114,698 shares of

Columbia common stock were outstanding and eligible to vote. Both abstentions and broker non-votes are counted as present for

the purpose of determining the presence of a quorum. Generally, broker non-votes occur when shares held by a broker for a

beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions

from the beneficial owner and (ii) the broker lacks discretionary voting power to vote such shares.

Columbia Banking System I 2025 Proxy Statement 90

Table of Contents

What vote is required to elect directors?

In an uncontested election, a nominee for election to a position on the Board will be elected as a director if such nominee receives

a majority of the votes cast. The term of any director who does not receive a majority of votes cast in an election held under that

standard terminates on the earliest to occur of: (i) 90 days after the date election results are certified; (ii) the date the director

resigns; and (iii) the date the Board fills the position. Our Bylaws provide that an election is considered “contested,” and will be held

under a plurality standard, if there are shareholder nominees for director pursuant to the advance notice provision in Section 1.17

of our Bylaws who are not withdrawn by the advance notice deadline set forth in that section. You may vote For, Against, or Abstain

from voting for the listed nominees. The following will not be votes cast and will have no effect on the election of any director

nominee: (i) a share whose ballot is marked as abstain; (ii) a share otherwise present at the meeting but for which there is an

abstention; and (iii) a share otherwise present at the meeting as to which a shareholder gives no authority or direction.

Shareholders may not cumulate their votes in the election of directors.

What vote is required to approve the advisory resolution on the compensation of the Company’s named

executive officers?

The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers will be adopted if

the votes cast For this proposal exceed the votes cast Against at the virtual Annual Meeting or by proxy and voting on this proposal.

You may vote For, Against or Abstain from voting on this proposal. Abstentions and broker non-votes will have no effect on the

outcome of this proposal.

What vote is required to ratify the appointment of the Company's independent registered public accounting firm?

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm

will be adopted if votes cast For this proposal exceed the votes cast Against at the virtual Annual Meeting or by proxy and voting

on this proposal. You may vote For, Against or Abstain from voting on this proposal. Abstentions and broker non-votes will have no

effect on the outcome of this proposal.

Can I vote on other matters?

We have not received timely notice of any shareholder proposals to be considered at the Annual Meeting, and the Board does not

know of any other matters to be brought before the Annual Meeting.

Who is soliciting my proxy and who is paying the cost of solicitation?

The Board is soliciting proxies for use at the Annual Meeting. Certain directors, officers and associates of Columbia and its banking

subsidiary, Umpqua Bank, may solicit proxies by mail, telephone, facsimile, or in person.

We will pay for the costs of solicitation. We do not expect to pay any compensation for the solicitation of proxies, except to brokers,

nominees and similar record holders for reasonable expenses in mailing proxy materials to beneficial owners of our common stock.

However, management may, if it determines it necessary to obtain the requisite shareholder vote, retain the services of a proxy

solicitation firm.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report on Form 8-K

to be filed with the SEC within four business days after the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by

visiting our website at www.columbiabankingsystem.com, the SEC’s website at www.sec.gov, or by writing to: Columbia Banking

System, Inc., Attn: Corporate Secretary, 1301 A Street, Tacoma, Washington 98402-4200.

Columbia Banking System I 2025 Proxy Statement 91

Table of Contents

When are proposals and director nominations for the 2026 Annual Meeting due?

In order to be considered for inclusion in our proxy statement and proxy card, proposals by shareholders to transact business at

Columbia’s 2026 Annual Meeting must be delivered to Columbia’s Corporate Secretary no later than December 4, 2025 and should

contain such information as is required under our Bylaws. Such proposals will also need to comply with the SEC’s regulations

regarding the inclusion of shareholder proposals in Columbia-sponsored proxy materials. In order for a shareholder proposal to be

raised from the floor during next year’s annual meeting, or for a shareholder to nominate a person or persons for a director, written

notice must be received by us no earlier than the 150th day and no later than the 120th day prior to the first anniversary of the 2025

Annual Meeting (meaning no earlier than December 16, 2025, and no later than January 15, 2026), and should contain such

information as required under our Bylaws. However, if the date of the 2026 Annual Meeting is more than 30 days before or more

than 60 days after the anniversary of the 2025 Annual Meeting, notice must be delivered no earlier than the 150th day and no later

than the 120th day prior to the date of the 2026 Annual Meeting or, if the first public announcement of the 2026 Annual Meeting

date is less than ten days before the meeting date, notice must be delivered no later than the tenth day following the date of the

Company’s first public announcement of the 2026 Annual Meeting date.

In addition to satisfying the foregoing requirements, to comply with the new universal proxy rules, shareholders who intend to solicit

proxies in support of director nominees other than Columbia’s nominees must provide notice that sets forth the information required

by Rule 14a-19 under the Exchange Act no later than March 16, 2026. To be in proper form, a shareholder’s notice must include the

specified information concerning the proposal or director nominee as described in our Bylaws. The Company will not consider any

proposal or nomination that is not timely or otherwise does not meet the Bylaw and SEC requirements for submitting a proposal

or nomination.

Notice of intention to present proposals at the 2026 Annual Meeting, or to obtain a copy of the detailed procedures regarding notice

requirements for proposals or director nominations, should be directed to: Columbia Banking System, Inc., Attn: Corporate

Secretary, 1301 A Street, Tacoma, Washington 98402-4200.

WE URGE YOU TO VOTE VIA THE INTERNET OR TELEPHONE ACCORDING TO THE INSTRUCTIONS ON THE NOTICE OR

REQUEST A PROXY CARD AND SIGN AND RETURN IT WHEN RECEIVED AS PROMPTLY AS POSSIBLE, WHETHER OR

NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY

THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.

Columbia Banking System I 2025 Proxy Statement A-1

Appendix A

Non-GAAP Financial Measures

The Company considers its operating PPNR, PPNR return on average assets, ROTCE and operating ROTCE to be important

measurements as they reflect the ongoing operating leverage of the Company. Additionally, presentation of these measures allow

readers to compare certain aspects of the Company’s financial success to other organizations, and the Company also uses

operating PPNR and ROTCE as part of our incentive compensation program for our executive officers. Despite the importance of

these measures to the Company, there are no standardized definitions for them and, as a result, the Company’s calculations may

not be comparable with other organizations. The Company encourages readers to consider its consolidated financial statements in

their entirety and not to rely on any single financial measure.

The following table reconciles the Company’s calculation of operating PPNR:


	Twelve Months Ended December 31,
Operating PPNR:	2024	2023*	2022*	2021*	2020*
	($ in thousands)
Net Income	$533,675	$348,715	$336,752	$420,300	$(1,523,420)
Exit and disposal costs	3,993	10,218	6,805	12,763	2,588
Merger-related expense	23,713	171,659	17,356	15,183	—
FDIC special assessment	5,732	32,923	—	—	—
Mortgage servicing rights hedge loss	8,603	4,693	14,476	—	—
Change in fair value of mortgage servicing rights due to valuation inputs or assumptions	(5,229)	6,122	(57,537)	(11,089)	53,423
Change in fair value of certain loans held for investment	10,476	(2,630)	58,464	(3,032)	—
(Gain) loss on swap derivatives	(1,667)	4,597	(16,249)	(8,395)	9,409
Loss (gain) on investment securities	368	(2,313)	7,097	1,503	(959)
Goodwill impairment	—	—	—	—	1,784,936
Tax effect of adjustment	(11,497)	(52,567)	(7,479)	1,014	(475,913)
Operating earnings	568,167	521,417	359,685	428,247	(149,936)
Provision (recapture) for credit losses	105,924	213,199	84,016	(42,651)	204,861
Provision for income taxes (excluding tax effect of adjustments above)	196,572	175,051	121,305	136,846	542,913
Operating PPNR	$870,663	$909,667	$565,006	$522,442	$597,838

*Financial results for periods ended prior to February 28, 2023 reflect Umpqua results on a standalone basis.

Columbia Banking System I 2025 Proxy Statement A-2

The following table reconciles the Company’s calculation of Operating PPNR return on average assets:


	Twelve Months Ended December 31,
PPNR return on average assets:	2024	2023*	2022*	2021*	2020*
	($ in thousands)
Operating PPNR (numerator)	$870,663	$909,667	$565,006	$522,442	$597,838
Average assets (denominator)	$51,915,054	$49,496,319	$30,817,396	$30,267,372	$29,211,733
Operating PPNR return on average assets (numerator / denominator)	1.68%	1.84%	1.83%	1.73%	2.05%

*Financial results for periods ended prior to February 28, 2023 reflect Umpqua results on a standalone basis.

The following table reconciles the Company’s calculation of ROTCE and operating ROTCE:


ROTCE and operating ROTCE:	2024	2023*	Q1 2024	Q4 2024
	($ in thousands)
Total average shareholders' equity	$5,060,365	$4,466,725	$4,985,875	$5,226,290
Less: Average goodwill and intangibles	$1,573,712	$1,423,075	$1,619,134	$1,528,431
Average tangible common shareholders' equity (denominator)	$3,486,653	$3,043,650	$3,366,741	$3,697,859
Net income (numerator 1)	$533,675	$348,715	$124,080	$143,269
Return on average tangible common equity (numerator 1 / denominator)	15.31%	11.46%	14.82%	15.41%
Operating earnings (numerator 2)	$568,167	$521,417	$134,940	$149,745
Operating return on average tangible common equity (numerator 2 / denominator)	16.30%	17.13%	16.12%	16.11%

*Financial results for periods ended prior to February 28, 2023 reflect Umpqua results on a standalone basis.


Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to §240.14a-12


Payment of Filing Fee (Check all boxes that apply):
	No fee required
	Fee paid previously with preliminary material
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Items of Business
The purposes of the meeting are as follows:	Board Recommendation	Page Reference
(1) To elect the 11 nominees for director named in the accompanying Proxy Statement to serve on the Board of Directors until the 2026 annual meeting of shareholders or until their successors have been elected and have qualified.	FOR	9
(2) To approve, on an advisory basis, the compensation of the Company’s named executive officers.	FOR	32
(3) To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR	84
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.


Voting
By Internet:	By Telephone:	By Mail:
To vote before the meeting, visit www.proxyvote.com	By Toll Free Number: 1-800-690-6903	Follow the instructions on your proxy card
To vote at the meeting, visit www.virtualshareholdermeeting.com/COLB2025	By Toll Free Number: 1-800-690-6903	Follow the instructions on your proxy card


By Order of the Board of Directors,	Dated: April 3, 2025

Kumi Yamamoto Baruffi
EVP, General Counsel and Corporate Secretary / Tacoma, Washington


	Filed by the Registrant		Filed by a Party other than the Registrant




Maria M. Pope		Clint E. Stein
Chair, Board of Directors		President and Chief Executive Officer


Proxy Summary	1	Compensation Tables	57
Annual Meeting Business	1	Compensation Arrangements With Named Executive Officers	58
2024 Performance Highlights	2
Governance and Compensation Quick Facts	6	CEO Pay Ratio	74
Director Nominees at a Glance	8
		Pay Versus Performance	74
Proposal 1 – Election of Directors	9
Information About the 2025 Nominees	10	Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information	79
			79
Corporate Governance	16
Governance Practices and Framework	16	Information About Executive Officers	79
Board Leadership and Director Independence	16
Director Qualifications	18	Stock Ownership	81
Operating Responsibly for the Long Term	19	Beneficial Ownership of Directors and Executive Officers	81
Code of Ethics and Corporate Governance Documents	21	Beneficial Owners of More Than Five Percent	82
Compensation Committee Interlocks and Insider Participation	21	Delinquent Section 16(A) Reports	83
Shareholder Engagement	21
Communicating with the Board	23	Audit Committee Report	83

Board Structure And Compensation	24	Proposal 3 – Ratification of Appointment of Independent Registered Accounting Firm	84
2024 Board Meetings	24		84
Board Committees	24
Board Risk Oversight	27	Independent Registered Public Accounting Firm	85
Compensation of Directors	28
2024 Director Compensation Table	31	Certain Relationships And Related Transactions	86

Proposal 2 – Advisory Vote On Executive Compensation	32	Annual Report To Shareholders And Form 10-K	86

Compensation Discussion and Analysis	33	Questions and Answers About Voting and The Meeting	87
Executive Summary	34	When are proposals and director nominations for the 2026 Annual Meeting due?	91
Compensation Philosophy and Process	38		91
Compensation Decisions	43
Other Compensation Information	52	Appendix A – Non-GAAP Financial Measures	A-1

Compensation Committee Report	56


Important Notice Regarding The Availability Of Proxy Materials For The Annual Meeting:
This Proxy Statement, the Notice of Internet Availability of Proxy Materials (the “Notice”) and our annual report to shareholders for the year ended December 31, 2024 (the “2024 Annual Report”) are available at www.columbiabankingsystem.com.*
*References in this Proxy Statement to our website address are provided only as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this Proxy Statement.


Proposal	Vote Required for Approval	Effect of Abstentions	Broker Discretionary Voting Allowed?	Effect of Broker Non-Votes
1.Election of Directors	Majority of Votes Cast*	No effect; not treated as a vote cast, except for quorum purposes	No	No Effect
2. To approve, on an advisory basis, the compensation of the Company’s named executive officers	Votes cast “FOR” exceed votes cast “AGAINST”	No effect; not treated as a vote cast, except for quorum purposes	No	No Effect
3. To ratify the appointment of the independent registered public accounting firm	Votes cast “FOR” exceed votes cast “AGAINST”	No effect; not treated as a vote cast, except for quorum purposes	Yes	No Effect
*Voting standard for uncontested director elections.


Board Composition and Operations

Voting Standard	Majority in uncontested elections
Annual Elections	Yes
Mandatory Retirement Age	Yes (75)
Director Term Limits	No
Independent Directors	All except for President and Chief Executive Officer
Standing Board Committee Membership Independence	100%
Annual Board and Committee Self-Evaluations	Yes

Shareholder Rights

One Share, One Vote	Yes
Cumulative Voting	No
Vote Standard for Charter Amendment	66 2/3%
Shareholder Right to Call Special Meeting	Yes
Shareholder Right to Act by Written Consent	Unanimous
Board Authorized to Issue Blank-Check Preferred Stock	Yes
Poison Pill	No

Other Governance Practices

Code of Conduct for Directors, Executive Officers, and Associates	Yes
Year-Round Shareholder Engagement	Yes
Percentage of Shareholders Contacted and Engaged During Off-Season Engagement	Approximately 80% contacted; approximately 48% engaged
Chief Executive Officer and Senior Management Succession Planning	Yes
Stock Ownership Guidelines	Yes
Anti-Hedging and Anti-Pledging Policies	Yes
Information Security, Cybersecurity and Data Privacy Oversight	Yes, led by Enterprise Risk Management Committee
Board-Level Corporate Responsibility Oversight	Yes, led by Nominating and Governance Committee
Annual Corporate Responsibility Report	Yes, posted on website
Operational Greenhouse Gas Emission Reporting per GHG Protocol	Yes, posted on website

Compensation Practices

CEO Pay Ratio	82 to 1
Clawback Policies	Yes
Employment Agreements for Executive Officers	No, other than for the President and Chief Executive Officer and former Executive Chair
Repricing of Underwater Options	No
Excessive Perks	No
Pay-for-Performance	Yes
Frequency of Say-on-Pay Advisory Vote	Annual
Double-Trigger Change-in-Control Provisions	Yes
Independent Compensation Consultant	Yes


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



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



Mark A. Finkelstein Independent Age: 66 Director Since: 2014	Experience: Mr. Finkelstein is a director of Christensen, Inc., a solutions provider for the fuel, lubricants and propane industries. He is a member of the Board of Directors of the Northwest Chapter of the National Association of Corporate Directors ("NACD") and a former member of the Governance, Audit and Compliance Committee of the Board of Trustees of Seattle Children’s Healthcare System. Previously, he served as Chief Legal and Administrative Officer and Secretary of Blucora, Inc. from September 2014 through June 2017. Prior to joining Blucora, he served as EVP-Corporate Development, General Counsel, and Corporate Secretary of Emeritus Corporation and as a strategy advisor for private investment management firms in the United States and Europe. Reason for Nomination: Mr. Finkelstein has extensive legal background and experience with financial institutions and public companies generally as well as expertise with respect to corporate governance, mergers and acquisitions and other types of corporate transactions. He is also an NACD Board Leadership Fellow. Committee Assignments: Compensation Committee, Enterprise Risk Management Committee, Nominating and Governance Committee Education: Bachelor's Degree with High Honors in Economics, The University of Michigan; J.D., The University of Michigan Law School Other Public Board Directorships: None

Eric S. Forrest Independent Age: 57 Director Since: 2017	Experience: Mr. Forrest is co-President and co-owner of Eugene-based beverage distributor, Bigfoot Beverages, overseeing the company’s Pepsi franchises and malt beverage distribution throughout Oregon and managing its day-to-day operations, warehousing and fleet. He is a partner in Fast Track Car Wash, also based in Eugene, Oregon. He currently chairs the Oregon Beverage Recycling Board, which he also co-founded, serves on the boards of directors of the Ford Family Foundation, the Pepsi Cola Bottler's Association, and the Oregon Business Council, and was formerly the President of the Oregon Beer and Wine Distributors Association. Mr. Forrest served as a director of Pacific Continental Corporation (Nasdaq: PCBK) prior to its acquisition by Columbia in November 2017. Reason for Nomination: Mr. Forrest has strong ties within Umpqua Bank’s Eugene, Oregon market, as well as deep management and operational experience. He brings an entrepreneur’s and business owner’s perspective to the Board. Committee Assignments: Audit Committee, Nominating and Governance Committee, Umpqua Bank Trust Committee Education: Bachelor's Degree in Communications, Oregon State University; M.B.A., Willamette University's Atkinson School of Management Other Public Board Directorships: None



Randal L. Lund Independent Age: 67 Director Since: 2017	Experience: Mr. Lund served as a partner for 37 years with the accounting firm KPMG and is a retired member of the American Institute of Certified Public Accountants. He is also an NACD Board Leadership Fellow. He is a past member, Advisory Board, Portland Chapter of the NACD as well as a past member of the Program Committee for the Portland Chapter of Financial Executives International. He is a past board member of Software Association of Oregon, the Oregon Society of Certified Public Accountants, and Metropolitan Family Services. Mr. Lund has served as the Chair of Columbia’s Audit Committee since 2019. Reason for Nomination: Mr. Lund has extensive accounting and operational experience with public companies, as well as deep expertise in the auditing and governance of public companies. He is one of the Board’s designated audit committee financial experts. Committee Assignments: Audit Committee (Chair), Enterprise Risk Management Committee, Umpqua Bank Trust Committee Education: Bachelor's Degree in Accounting, Montana State University Other Public Board Directorships: None

Luis F. Machuca Independent Age: 67 Director Since: 2010	Experience: Mr. Machuca served as President and Chief Executive Officer of Enli Health Intelligence Corporation, a healthcare applications company that activates collaborative care, from January 2002 until its sale on December 31, 2020. He serves on the Board of Directors of Cambia Health Systems, a nonprofit health care company based in Portland, Oregon. He served as the Chair of Umpqua’s Compensation Committee until the Merger, at which time he was appointed the Chair of Columbia's Compensation Committee. Reason for Nomination: Mr. Machuca brings strong business operations and leadership experience to the Board, together with extensive civic and community ties. Committee Assignments: Compensation Committee (Chair), Enterprise Risk Management Committee, Nominating and Governance Committee Education: Bachelor's Degree in Electrical Engineering, Purdue University; Master of Science in Industrial Engineering, Purdue University Other Public Board Directorships: UpHealth, Inc. (NYSE: UPH; December 2022-present)


Name	Title
Clint E. Stein	President and Chief Executive Officer
Ron L. Farnsworth	Executive Vice President, Chief Financial Officer and Principal Financial Officer
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
Cort L. O’Haver	Former Executive Chair*


Net Income to Operating PPNR Reconciliation	$ (in thousands)
Net income (loss)	$533,675
Exit and disposal costs	3,993
Merger-related expense	23,713
FDIC special assessment	5,732
Mortgage servicing rights hedge loss	8,603
Change in fair value of mortgage servicing rights due to valuation inputs or assumptions	(5,229)
Change in fair value of certain loans held for investment	10,476
(Gain) loss on swap derivatives	(1,667)
Loss (gain) on investment securities	368
Goodwill impairment	—
Tax effect of adjustment	(11,497)
Operating earnings	568,167
Provision (recapture) for credit losses	105,924
Provision for income taxes (excluding tax effect of adjustments above)	196,572
Operating PPNR	$870,663