Columbia Banking System, Inc. · NASDAQ:COLB
Columbia Banking System — Proxy Contest (October 2025)
80 slides from Columbia Banking System's proxy contest presentation, Oct 29, 2025
Slide 1: Presentation To The Board of Directors of Columbia Banking System, Inc.
Presentation To The Board of Directors of Columbia Banking System, Inc. October 29, 2025
Slide 2: Disclaimer
Disclaimer This presentation (the “Presentation”) is being provided for discussion and general information purposes only, and reflects the current views of HoldCo Asset Management, LP (“HoldCo”). HoldCo may change any of its opinions expressed herein at any time and is under no obligation to update
Slide 3: Table of Contents
Table of Contents I. S I T U AT I O N O V E R V I E W 3 II. P R E S E N TAT I O N P R O V I D E D T O C O L B ’ S B O A R D O N S E P T E M B E R 1 4 , 2 0 2 5 7 2
Slide 4: I. Situation Overview
HOLDCO ASSET MANAGEMENT |. Situation Overview
Slide 5: On September 14th, We Sent a Presentation To The Board
On September 14th, We Sent a Presentation To The Board Which Is Attached In Section II of This Presentation, and We Have Appreciated The Constructive Dialogue That We Have Had With You… 4/28/2025 5/16/2025, 5/22/2025 & 6/6/2025 7/2/2025 8/25/2025 HoldCo's Co-Founders and HoldCo's Co-Founders and inv
Slide 6: We Offered The Terms of a Compromise
…And At The End of The Presentation, We Offered The Terms of a Compromise That Would Allow Us To Support The Company Without Pursuing a Proxy Contest and/or Seeking a Sale of The Company, Which The Company Has Not Told Us They Are Willing To Accept… HoldCo believes certain actions will establish COL
Slide 7: Next Steps
Next Steps 1• We will pay close attention to what the company says at earnings 2• Engage to the extent the Board wishes to see if a resolution can be achieved in short order 3• If not, we will issue a new presentation thereafter, in which we will at a minimum – Analytically lay out, in detail, how w
Slide 8: II. Presentation Provided To COLB's Board on September 14, 2025
II. Presentation Provided To COLB’s Board on September 14, 2025 7
Slide 9: Failed Gambles Borne Solely By Owners – Protective Covenants Needed
To The Board of Directors of Columbia Banking System, Inc.: Failed Gambles Borne Solely By Owners – Protective Covenants Needed September 2025 PPBI
Slide 10: Disclaimer
Disclaimer This presentation (the “Presentation”) is being provided to Columbia Banking System, Inc. (“COLB”) for discussion and general information purposes only, and reflects the current views of HoldCo Asset Management, LP (“HoldCo”). HoldCo may change any of its opinions expressed herein at any
Slide 11: Table of Contents
Table of Contents I. INTRODUCTION 3 II. BAD DECISIONS AND BAD OUTCOMES 8 I I I . A L A C K O F A C C O U N TA B I L I T Y 21 IV. T H E B E S T PAT H F O R W A R D 37 V. NEXT STEPS 44 VI. HOLDCO’S ACTIVISM IN THE BANK ARENA 48 APPENDIX 58 2
Slide 12: I. Introduction
HOLDCO ASSET MANAGEMENT |. Introduction
Slide 13: HoldCo's Background / Involvement in Columbia Banking System
HoldCo’s Background / Involvement in Columbia Banking System • HoldCo Asset Management, LP (together with its managed funds, “HoldCo”, “we”, “us”) is a South Florida-based asset manager with approximately $2.6 billion of regulatory assets under management that was founded more than a decade ago by V
Slide 14: An Important Point To Make Upfront
An Important Point To Make Upfront We look at every bank differently, and Comerica is not the same as COLB • Much has been made about our recently issued public presentation (a) with respect to Comerica Inc. (NYSE:CMA) • You may have seen the recent WSJ article, which we have pasted below; lest ther
Slide 15: HoldCo's Style of Investing
HoldCo’s Style of Investing • HoldCo utilizes fundamental analysis and employs a bottoms-up approach to analyzing each investment and deploying capital opportunistically across a broad range of niche equity and credit asset classes • While on rare occasions HoldCo will adopt a negative (short) posit
Slide 16: Intent of this Presentation
Intent of this Presentation • HoldCo remains committed to engaging in a constructive and good-faith dialogue with management and the Board to share our perspectives on the steps we believe are necessary to unlock and maximize long-term value for COLB’s shareholders • Although a significant majority
Slide 17: II. Bad Decisions and Bad Outcomes
II. Bad Decisions and Bad Outcomes 8
Slide 18: Acquisition Strategy Since Clint Stein Became CEO
After Decades of Stewardship Under Founding CEO Melanie Dressel, Hadley Robbins Led From 2017-2019 Before Clint Stein Took The Reins of COLB in January 2020… Since then, a high-risk acquisition strategy has been aggressively pursued that has more than quadrupled assets and shares outstanding COLB To
Slide 19: Stock Price Reaction to UMPQ Merger
... And While Stein and The COLB Board Could Have Easily Sold Crown Jewel COLB To a Larger Bank and Received an Enormous Premium For Their Loyal Shareholders, They Instead Decided To Buy a Larger Bank at a Premium and Dilute Their Shareholders To Oblivion… This is even worse than it sounds: what COL
Slide 20: Shareholders Have Lost Money Since Mr. Stein Became CEO
… And Since Mr. Stein Became CEO Nearly 6 Years Ago, Shareholders Have Lost a Lot of Money While Other Bank Investors Have Made a Lot of Money… The only worse performer in the peer group is FLG, which was lucky not to fail and was rescued with a dilutive capital raise Stock Price Performance Since M
Slide 21: COLB's Valuation Now at The Bottom of Peers
…And COLB’s Valuation, Which was Near The Top of Its Current Peer Group Before Mr. Stein Became CEO, Is Now at The Very Bottom, Showing How Little Confidence The Market Has In Current Leadership… Price / 2019A Core EPS(a): COLB vs. Peers 19.5x 15.6x 14.5x 14.6x 13.5x 14.1x 14.3x 11.3x 11.7x 11.7x 11
Slide 22: Price / TBV Comparison vs. Peers
…The Same Can Be Said On a P/TBV Basis, as COLB’s Valuation Used To Be Near The Top of Its Peers, But Now Is Near The Bottom and Widely Regarded as a “Pariah Stock…” Price / TBV in 2019(a): COLB vs. Peers 2.1 x 2.2 x 2.2 x 2.0 x 2.0 x 2.0 x 1.8 x 1.7 x 1.7 x 1.7 x Median 1.5 x 1.5 x 1.5 x 1.5 x 1.6
Slide 23: COLB's Deposit Base Among The Best of Peers
…And This Is Notable Given That COLB’s Deposit Base Is Amongst The Best of Its Peers, Even Though It Was The Undisputable Best Before Mr. Stein Took Over and Bought UMPQ’s Worse Deposit Base… 2Q25 Cost of Deposits (%): COLB vs. Peers 3.1% 5th Lowest 2.4% 2.5% 2.5% 2.5% 2.6% 2.3% 2.3% 1.9% 2.1% 2.1%
Slide 24: A 'Lost Half Decade' for Core EPS and Capital Ratios
…And Following Mr. Stein’s Appointment, COLB Experienced a ‘Lost Half Decade’ as Its Core EPS Actually Fell and Its Capital Ratios Are Still Nowhere Near Where They Were Pre-Merger, Leaving One To Wonder If There Is Any Silver Lining Whatsoever… When Excluding UMPQ Merger Accretion On Loans and Secu
Slide 25: Core EPS Versus Merger Estimates
…And After COLB’s Directors Bet The Farm On UMPQ and Significantly Diluted Shareholders In The Process, It Was Unable To Even Come Close To Its EPS Estimates, Even Remarkably After Excluding The Benefit of Synergies… COLB PF Core Cash EPS Estimate vs. Actual Core EPS When the deal was announced in O
Slide 26: COLB Meaningfully Missed KBW's Expectations
…And If There Is Any Doubt as To Whether The 2023 and 2024 Post-Merger EPS Figures Were a Disappointment, There Should Be None… COLB Meaningfully Missed KBW’s Expectations $4.65 $3.96 $3.49 $3.13 (a) (a) '23 Core EPS (Est.) '23 Core EPS '24 Core EPS (Est.) '24 Core EPS Source: Company filings, KBW.
Slide 27: Core Deposits Per Share Has Fallen 29%
…And Compared To Pre-UMPQ, Core Deposits Per Share (as Adjusted For Excess Capital) Has Fallen 29% at The Same Time That The Quality of The Deposit Base Has Been Severely Downgraded With Higher-Cost UMPQ Deposits… Core Deposits Per Adj. Share Since Clint Stein Became CEO (a)(b) $247 $179 $179 $182 $
Slide 28: Investors Reject the PPBI Acquisition
…And as We Sit Here Today, Investors Are Left With The Feeling That This Board Lacks Sufficient Awareness To Get The Hint… After investors left COLB’s stock for dead after the failed UMPQ deal, this Board comes right back – and now with a horrific currency – does another large acquisition which is o
Slide 29: COLB Should Sooner Sell Itself Than Cross $100Bn Threshold
...And We Believe Shareholders Would Agree That COLB Should Sooner Sell Itself Than Cross The $100Bn Asset Threshold... Regulators, Reporters, Sell-Side Analysts, and Investors Are Critical of Banks That Surpass $100Bn in Assets “The two bank failures also demonstrate the implications “I anticipate
Slide 30: III. A Lack of Accountability
III. A Lack of Accountability 21
Slide 31: Bank CEOs Have an Incentive To Increase Bank Size
Everyone Knows(a) That Bank CEOs Have an Incentive To Increase The Size of Their Banks Rather Than Buy Back Shares… Barclays – U.S. Large-Cap Banks State of the Industry Report (Fall 2025) (a) For clarification, although this is our strong belief, others may disagree and believe it to be hyperbole.
Slide 32: Share Issuance Spree and Hyper-Dilution
…And That Is Precisely What Has Occurred at COLB, Which Has Gone On a Share Issuance Spree and Imposed Rampant Hyper-Dilution On Its Aggrieved Shareholders, All To Get Bigger and Bigger Without Pursuing Any Meaningful Buybacks at All… COLB Total Assets ($ in MM) $68,789 $52,174 $51,576 $51,901 $16,5
Slide 33: Board With Almost No Banking Experience
…Which Begs The Question, “Should a Board With Almost No Banking Experience Other Than a CEO Who Owns Minimal Stock Relative To His Compensation Be Rubber Stamping Massively Dilutive Bank Acquisitions That Experienced Bank Investors Clearly Hate?” This Board is signing off on huge, complicated bets,
Slide 34: Board Should Hold CEO Accountable; Compensation Nearly Doubled
…And When Big Risks Prove Catastrophic, as The UMPQ Merger Did, a Board Is Supposed To Hold Its CEO Accountable, Rather Than Give Him The Green Light To Keep Taking Outsized Risk… Despite shareholders losing 36%(a) since Mr. Stein became CEO, his compensation has nearly doubled over that time period
Slide 35: Compensation Targets Seemingly Ensure Management Hits Them
…And Despite Objectively Poor Performance In Recent Years, as Described On Pages 9 To 19, The Board Has Created a System That Seemingly Ensures Management Hits Nearly All of Their Targets… With PPNR (STI compensation) targets set internally, ROTCE (50% of PSU compensation) boosted by merger accretio
Slide 36: ROTCE Metric Encourages Risky Acquisitions
…And To Add Insult To Injury, We Believe The Choice of ROTCE as a So-Called Performance-Based Metric Encourages Risky Acquisitions Because Merger Accounting Increases The Numerator and Reduces The Denominator as Compared To Peers… ROTCE Performance Calculation & Implications COLB’s Return on Average
Slide 37: Management Compensation Only 15% At Risk
…And Despite Representations That Management’s Compensation Is ‘70-80% at Risk’ In The Proxy, We Believe That This Figure Is as a Practical Matter Only 15%(a)... Clint Stein – Summary Compensation Since UMPQ Merger ($ in MM) Salary STI LTI Other $6.3 $6.3 PSUs (60% of LTI) 50% from TSR vs. Peers: Pe
Slide 38: Incentivize Management To Grow EPS Using Less Risky Approaches
…And Going Forward, It Is Very Important That Somehow We Figure Out How To Incentivize Management To Grow EPS Using Less Risky Approaches Like Buybacks Rather Than More Risky Approaches Like Growing The Size of The Bank Through Acquisitions… COLB Asset Size ($ in MM) COLB Shares Outstanding (in MM)
Slide 39: Board Made Catastrophic Decisions That Lost Shareholders Money
…And Perhaps Even More Importantly Than The CEO, It Is Difficult For Shareholders To Have Confidence In a Board That Has Made Catastrophic Decisions That Have Lost Them Money… A majority of the current board pursued the disastrous COLB-UMPQ merger… COLB’s Board of Directors (Current) Director at C O
Slide 40: A Failure of Shareholders at Every Seat
…And as Shown In The Following Pages, at Every Seat at This Table, We See a Failure of Shareholders… A trio of shareholder bases have suffered at the hands of this leadership S. Mae Fujita Numata Luis F. Machuca Mark A. Finkelstein Hilliard C. Terry III Elizabeth W. Seaton Maria M. Pope Eric S. Forr
Slide 41: Three CEOs Oversaw Significant Shareholder Destruction
…A Board Comprised of Three CEOs (One That Recently Resigned From The Board, Two That Remain) That Have Overseen Significant Shareholder Destruction For Their Respective Shareholder Bases… COLB & PPBI & UMPQ Stock Price vs. KRE Since Mr. Stein Became CEO (Indexed from 100%) Total Compensation Mr. St
Slide 42: Five Non-Executive COLB Board Members
…A Board Comprised of Five Non-Executive COLB Board Members That Made The Important Decisions That Caused COLB To Underperform… Non-Executive Board Members on Original COLB Board Non-Executive Effective Date Cumulative Total Difference Relative Board Member On COLB Board Return Since (a) to the KRE
Slide 43: Five Former Non-Executive UMPQ Board Members
…A Board Comprised of Five Former Non-Executive UMPQ Board Members That Made The Important Decisions That Caused UMPQ Shares To Underperform... Non-Executive Board Members on Original UMPQ Board Non-Executive Effective Date Est. Cumulative Difference Relative (a) Board Member On UMPQ Board Total Ret
Slide 44: Two Former Non-Executive PPBI Board Members
…And a Board That Now Has Brought on Two Former Non-Executive PPBI Board Members That Also Oversaw The Loss of Significant Shareholder Wealth… Non-Executive Board Members on Original PPBI Board Non-Executive Effective Date Est. Cumulative(a) Difference Relative Board Member On PPBI Board Total Retur
Slide 45: Risk / Reward of Capital Allocation for Shareholders
…And In Closing, We Would Point Out That This Board and Leadership Have Pursued High Risk Strategies That Have Failed, Led To Meaningful Underperformance For Their Respective Shareholder Bases, But Continue To Be In Charge and See Greater and Greater Compensation, and No Apparent Diminution In The R
Slide 46: IV. The Best Path Forward
HOLDCO ASSET MANAGEMENT IV. The Best Path Forward 37
Slide 47: HoldCo's Views on COLB's Capital Allocation Options
HoldCo’s Views on COLB’s Capital Allocation Options COLB’s Options • COLB has a bottom-of-the-barrel valuation and a top-notch deposit base ➢ HoldCo’s thoughts: although we know COLB has scarcity value and would sell at a tremendous premium to a Sell Itself larger bank, in the spirit of achieving a
Slide 48: Fixed Rate Assets With Below Market Yield Should Enhance NIM
Even Though a Significant Portion of COLB’s Pro Forma Assets Have Been Marked To Market, There Is Still a Portion of Fixed Rate Assets That Have a Below Market Yield Which Should Help Project and Enhance NIM In Future Periods… Other Real Estate Loans and 1-4 Family Loans (ex HELOC) are ~57% of COLB’
Slide 49: Repurchase >50% of Shares Over Next 5 Years
…But Even Conservatively Assuming NIM Does Not Improve From Here On Out, a Conservative 2% Annual Growth Assumption Can See COLB Pay Its Hefty Dividend and Still Repurchase >50% of Its Shares Over The Next 5 Years… It may not be intuitive, but a 50% reduction in shares means that EPS doesn’t go up b
Slide 50: EPS Going Up By 113% From Repurchases
…And Even If NIM Doesn’t Go Up, and Net Income Only Goes Up 12%, The Impact of This Repurchase Is EPS Going Up By 113%... NIM(a) Core Net Income(a) Core EPS If 53% Share Buyback(b)(d)(e) ($ in MM) $7.82 +5bps $1,223 4.1% 4.1% $1,095 $3.66 '26E Cons. Forward '26E Cons. Core Forward Core Net '26E Cons
Slide 51: Low-Risk Value Creation Approach and Shareholder Returns
…And This Low-Risk Value Creation Approach Should Result In a Much Better Next Five Years Than Prior Five Years… COLB Estimated Share Price + Dividends Assuming Buybacks Occur at Higher Share Prices at Constant Multiples In the Future % Total Shareholder Return 123% 151% 182% 213% $82.13 $73.92 $65.
Slide 52: Core Deposit Intangible Amortization Is Irrelevant for Capital
…And Most Do Not Appreciate That COLB Can Spend More Than 100% of GAAP Earnings On Repurchases Without an Impact To Its Regulatory Capital Ratios Because Core Deposit Intangible Amortization Expense Is Irrelevant For This Purpose COLB has one of the highest % of this expense of its peers and it shou
Slide 53: V. Next Steps
HOLDCO ASSET MANAGEMENT V. Next Steps 44
Slide 54: Goal: Reach Consensual Agreement With The Board in 30 Days
Our Goal Is To Obviate The Need To Take Our Concerns Public and Launch a Proxy Contest By Reaching and Finalizing a Consensual Agreement With The Board In The Next 30 Days …But Won’t Hesitate To Facilitate Change Through a Proxy HoldCo Prefers to Reach a Consensual Deal… Contest if an Agreement Cann
Slide 55: 5-Year Capital Allocation Pledge
COLB Should Clearly Articulate a 5-Year Capital Allocation Pledge to The Marketplace Based On Utilizing All Excess Capital, Now and In The Future, Towards Share Repurchases Risky or short-term approaches should be expressly renounced HoldCo believes certain actions will establish COLB’s commitment t
Slide 56: Immediate Next Steps
Immediate Next Steps • On the morning of Friday, September 12th, HoldCo received an email response from Mr. Stein (to an earlier email sent by Vik) which HoldCo believes mischaracterized the discussion that was had during dinner between Mr. Stein, Mr. Merrywell, Mr. Zaitzeff, and Mr. Ghei on Monday,
Slide 57: VI. HoldCo's Activism In The Bank Arena
VI. HoldCo’s Activism In The Bank Arena 48
Slide 58: HoldCo's Experience Investing in U.S. Banks
HoldCo and Its Principals Have Substantial Experience Investing in U.S. Banks Since The Financial Crisis • HoldCo has a long history of investing in large banks, regional banks and small banks as well as other financial assets (corporate credit, structured credit, and event-driven equity instruments
Slide 59: Public Presentation To Comerica's Board of Directors
HoldCo Most Recently Issued a Public Presentation View HoldCo’s Presentation To Comerica’s Board of Directors… (7/28/2025) Source: American Banker, Comerica faces pressure from activist investor to sell; BankingDive, Activist investor pressures Comerica to sell; S&P Global, Comerica would attract am
Slide 60: Warning Boston Private Shareholders Against SVB Financial
…And Previously, HoldCo Warned Boston Private Shareholders Against Being Acquired by SVB Financial; Unfortunately, The Acquisition Was Ultimately Approved in 2021… HoldCo’s Letters/Presentations First Letter Second Letter (1/5/2021) (1/5/2021) Value for BPFH Vote Against Presentation the SVB Merger
Slide 61: Research Report on U.S. Bancorp
…And Previously, In 2023 HoldCo Released a Research View HoldCo’s Report To Educate The Market About U.S. Bancorp’s Research Report (4/17/2023) Capital Inadequacies/Weak Management Relative To That of Wells Fargo… USB 1Q23 Earnings Call: Q: I think there's a lot of chatter going around, especially i
Slide 62: WFC Has Outperformed USB Since HoldCo's Report
Since HoldCo Published That Report Outlining Its Thesis Around a Short USB/Long WFC Pair Trade, WFC Has Outperformed USB by 60% on a Relative Basis Total Returns Since HoldCo’s Research Report Dated April 17, 2023 WFC USB 140% Following HoldCo’s Research Report on 4/17/23, USB began to focus on buil
Slide 63: Berkshire Hills' Share Performance After HoldCo's Letter
Berkshire Hills’ Share Performance Following HoldCo’s Letter To The Board BHLB Total Returns Since HoldCo’s Letter on 2/8/2021 BHLB 3/8/2021 (a) S&P Regional Banks Index Misha Zaitzeff joins 80% BHLB’s Board of Directors 60% 55% 40% 28% 20% 0% -20% -40% Source: BHLB’s Press Release dated 3/8/2021, H
Slide 64: HoldCo Activism at First NBC Bank
HoldCo Also Pursued Activism in Complex Situations Where HoldCo Outlined Significant Problems at First NBC Bank… “External pressure is compounding internal issues at First NBC Bank Holding in New Orleans….The $4.8 billion-asset company, which has been grappling with financial-reporting problems and
Slide 65: Four Letters To FNBC
…Where HoldCo Sent Four Letters To FNBC Outlining Our Concerns Around Critical Issues at The Bank In select circumstances where we believe that a company’s leadership is heading down a value-destructive path, we felt it necessary to express our views publicly in order to protect our investment • Fir
Slide 66: HoldCo's Roots in Distressed Debt Activism
HoldCo’s Roots Lie in Distressed Debt Activism With Respect to Regional Banks WMI Liquidating Trust Source: American Banker, Hedge Funds Outwit FDIC in Fight for Failed-Bank Assets; Duane Morris, GFG Liquidation Trustee Files Fraud Lawsuit Against Temple-Inland; Wall Street Journal, 57 Capitol Banco
Slide 67: Appendix
HOLDCO ASSET MANAGEMENT Appendix 58
Slide 68: COLB's Executive Compensation Has Skyrocketed
Despite Unacceptable Shareholder Returns, COLB’s Executive Compensation Has Skyrocketed Historical COLB Total Executive Compensation ($ in MM) $28.5 $20.8 $10.6 $9.8 $7.9 $8.1 $6.6 2018 2019 2020 2021 2022 2023 2024 Source: S&P Capital IQ Pro, COLB Proxy Statements. 59
Slide 69: COLB's Organic Loan Growth Has Stalled
COLB’s Organic Loan Growth Has Stalled Following the UMPQ Acquisition as Transactional Loans Run Off There should be no shame in this, as transactional loans without the corresponding customer deposits was never going to lead to long term value creation COLB Total Loans & Leases (ex. PPP) Adjusted f
Slide 70: Regulatory Math Favors Risk-Free Securities
The Good News Is That The Regulatory Math Is Far More Favorable For Essentially Risk-Free Securities Than For Credit Risk Loans Given The Higher Rate Backdrop Combined With The Significantly Lower Risk-Weighting Economics of Various Earning Assets (Today vs. 2019) 5-Year AAA CLO 30-Year Commercial 1
Slide 71: Executive Compensation Overview
Executive Compensation Overview Despite unacceptable shareholder returns, total compensation has risen post UMPQ merger as salaries and incentives both increased Total Executive Compensation (a) (b) Salary LTI (Equity) STI (Cash) All Other Comp. Includes ~$1.6MM cash $28.5MM retention/synergy integr
Slide 72: Clint Stein Compensation Overview
Clint Stein Compensation Overview Despite unacceptable shareholder returns, Clint Stein’s compensation has risen substantially post UMPQ merger Clint Stein Executive Compensation (a) (b) Salary LTI (Equity) STI (Cash) All Other Comp. Includes ~0.6MM synergy integration award and $6.3MM $6.3MM ~0.2MM
Slide 73: Short-Term Annual Cash Incentives
Short-Term Annual Cash Incentives Primarily based on by quantitative factors reflecting profitability based on PPNR (80%) and individual goals (20%) as determined by the compensation committee PPNR Performance Objectives Achieved (80% Weighting) PPNR Adjustments per Management $ in 000s 2020 2021 20
Slide 74: Long-Term Equity Incentives
Long-Term Equity Incentives PSUs (60% mix) and RSUs (40% mix) determined by shareholder return and tenure • PSUs are subject to a 3-year vesting period rewarded at the end and are determined by the below metrics as measured over a 3-year period (2024 Proxy vests 12/31/2027) – TSR – Total Shareholder
Slide 75: LTI (PSU): ROTCE and TSR
LTI (PSU): ROTCE and TSR LTI plan was put in place in 2024 (performance period being 2024, 2025, and 2026) with PSUs vesting 2027; PSU payout is relative to peer group based on a 3-year term ROTCE Calculation per Proxy (50% Weighting) TSR Calculation per Proxy (50% Weighting) • COLB: Operating Earni
Slide 76: Common Shares Owned by Executives and The Board
Common Shares Owned by Executives and The Board Required Holdings Executive Chair & CEO – 4x Base Salary (a) Bank President – 3x Base Salary (a) Other Executives – 2x Base Salary (a) Outside Director – 5x Cash Retainer (a) Outstanding Equity Awards at Fiscal Year-End 2024 Historical RSUs and PSUs N
Slide 77: Summary Compensation Table
Summary Compensation Table Executive Compensation C hange In Pension Value and N onqualified Deferred N on-Equity Incentive C om pensation All Other N am e Position Y ear Salary Stock Aw ards Plan C om pensation Earnings C om pensation Total Clint E. Stein President & CEO 2024 1,150,000 3,173,878 1,
Slide 78: Payments Upon Termination or Change-in-Control
Payments Upon Termination or Change-in-Control Termination or Change-in-Control (“CIC”) Payments Total Paym ent Term ination w /o C ause Term ination Officer Role Death Disability (N ot due to C IC ) Due to C IC Retirem ent C lint E. Stein President & C EO 23,615,078 10,653,747 9 ,6 8 1 ,6 8 8 1 8 ,
Slide 79: Board Compensation Overview
Board Compensation Overview Each member of the Board receives annual RSUs and cash fees • Each non-employee director is entitled to receive an annual retainer for 2024 in fees and RSUs – $85,000 RSUs + variable cash compensation dependent upon committee involvement • Committee members and chairperso
Slide 80: Board Compensation Overview (cont'd)
Board Compensation Overview (cont’d) Annual retainer fee and equity compensation increased in 2023 due to larger bank size 2024 Director Compensation Table 2020 2021 2022 2023 2024 Board M em ber Annual Retainers Director’s Fees increased ~20-22% in Lead Independent Director 45,000 45,000 45,000 54,
Columbia Banking System — Proxy Contest (October 2025) on 6ix