Anddria Varnado
About Anddria Varnado
Independent director of Columbia Banking System, Inc. (COLB), age 39, serving since 2018. Background spans consumer operating leadership and corporate strategy with focus on business transformation, digital strategy, M&A, and consumer financial insights, plus prior experience in corporate & investment banking (FIG) at Citigroup. Education: B.B.A., Clark Atlanta University; M.B.A., Harvard Business School . She is independent and not an employee of the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kohler Company | GM and Head of Consumer Business; member of Executive Management Team | 2020–2024 | Led consumer business initiatives; executive leadership |
| Macy’s, Inc. | VP, Strategy & Business Development | 2019–2020 | Strategic evaluation, transformation, innovation in consumer market |
| Williams‑Sonoma, Inc. | VP & Head of Strategy and Business Development; Executive Leadership Team Member | 2016–2019 | M&A, new business, brand development across multi-brand portfolio |
| ZS Associates | Management Consultant | Prior | Strategy/operations consulting (not dated) |
| New York Life Insurance Company | Product leadership | Prior | Product roles (not dated) |
| Citigroup | Corporate & Investment Banking – Financial Institutions Group | Prior | Industry experience in FIG (not dated) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Robin Gourmet Burgers, Inc. (Nasdaq: RRGB) | Director | Mar 2021–present | Not disclosed in COLB proxy |
Board Governance
- Current COLB committee assignments: Audit Committee; Compensation Committee; Umpqua Bank Trust Committee; no chair roles disclosed for Ms. Varnado .
- Independence: Board determined all directors other than the CEO are independent; Ms. Varnado is independent .
- Attendance: The Board met seven times in 2024; each director attended at least 75% of Board and committee meetings (one director missed the 2024 annual meeting; not Ms. Varnado) .
- Engagement and structure: Board committees are 100% independent; executive sessions of independent directors held three times in 2024 .
- Board leadership context: Executive Chair role eliminated; Maria M. Pope appointed independent, non-executive Board Chair effective April 1, 2025, reinforcing independent oversight .
Fixed Compensation
Non-employee director compensation structure (unchanged for 2024–2025 service year):
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $57,000 | Applies to all non-employee directors |
| Lead Independent Director retainer | $54,700 | Additional to Board retainer |
| Committee chair retainers – Audit | $18,200 | Annual |
| Committee chair retainers – Compensation | $14,500 | Annual |
| Committee chair retainers – Other standing committees | $10,900 | Annual; includes Umpqua Bank Trust Committee |
| Committee member retainers – Audit | $9,700 | Annual |
| Committee member retainers – Compensation | $7,300 | Annual |
| Committee member retainers – Other standing committees | $4,800 | Annual |
| Annual equity retainer (restricted stock) | $85,000 | Time-based restricted stock; see vesting policy |
Director equity vesting and policies:
- Time-based restricted stock vests at end of Board service year; 2024–2025 grant vests May 10, 2025. Unvested awards accelerate on death, disability, or change in control as defined in 2024 Equity Plan .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging company stock; pre-clearance and blackout period trading controls apply .
- Stock ownership guideline: 5x annual Board cash retainer; as of YE 2024, all non-employee directors satisfied the guideline .
Ms. Varnado – realized/awarded compensation:
| Item | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $96,401 | $71,008 |
| Stock awards ($) | $103,828 | $84,999 |
| All other compensation ($) | $0 | $5,800 (dividends on vesting) |
| Total ($) | $200,229 | $161,807 |
Grant detail (latest service year):
- 4,183 restricted shares granted May 10, 2024 as annual equity retainer ($85,000 grant-date fair value); vest May 10, 2025 .
Performance Compensation
Directors do not receive performance-conditioned equity; annual grants are time-based restricted stock only. No director-level cash bonuses or PSU/option awards are used for Board service .
| Performance Metric | Weight | Target Definition | 2024 Director Plan Treatment |
|---|---|---|---|
| N/A (Director equity is time-based) | — | — | No performance metrics; RSAs vest with service |
Other Directorships & Interlocks
- Public company directorships: Red Robin Gourmet Burgers, Inc. (Nasdaq: RRGB), Director (since March 2021) .
- Compensation Committee interlocks: None. Company states no executive officer served on another company’s committee/board where a COLB executive served on COLB’s Compensation Committee in 2024 .
Expertise & Qualifications
- Business transformation, digital strategy, strategic development, M&A, consumer financial insights; prior FIG banking experience at Citigroup .
- Service on Audit Committee (not designated as “audit committee financial expert”), Compensation Committee, and Umpqua Bank Trust Committee indicates governance breadth across financial oversight, pay, and fiduciary/trust matters .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 23,563 shares as of March 17, 2025; represents <1% of outstanding |
| Included unvested shares | Includes 4,183 unvested time‑based restricted stock awards vesting within 60 days (voting but not investment power) |
| Ownership as % of outstanding | <1% (210,114,698 shares outstanding as of Mar 17, 2025) |
| Pledging/Hedging | Prohibited by company policy |
| Ownership guideline status | Company states all non-employee directors met the 5x cash retainer guideline as of YE 2024 |
| Section 16 compliance | Company reports timely filings for officers/directors in 2024, except one late Form 4 for another director; no delinquency noted for Ms. Varnado |
Governance Assessment
Positives and alignment
- Independence and committee breadth: Independent director serving on Audit and Compensation—key levers for oversight of financial reporting and pay-for-performance design; committees are fully independent .
- Attendance and engagement: Met company’s minimum attendance expectations; Board conducted independent executive sessions; robust shareholder engagement program expanded in 2024–2025 .
- Pay structure discipline: Director pay is modest, formulaic, and equity is time-based with one-year vesting; anti-hedging/anti-pledging policy and 5x ownership guideline (met by all directors) enhance alignment .
- No interlocks/related-party red flags: No compensation committee interlocks; related person transactions limited to ordinary-course banking on market terms with no unfavorable features .
- Board independence strengthened: Transition to an independent, non-executive chair (effective April 1, 2025) following elimination of Executive Chair role post-merger integration improves governance optics and oversight clarity .
Watch items / context for investors
- 2024 say-on-pay result: 55% approval in 2024 (down from >97% prior year), driven primarily by investor concern over pre-merger Executive Chair agreement terms; Compensation Committee (of which Ms. Varnado is a member) expanded outreach and affirmed double‑trigger CIC standard going forward. Monitoring responsiveness and evolution of design remains prudent .
- Audit Committee expertise coverage: Ms. Varnado serves on Audit but is not listed as a designated “audit committee financial expert”; the committee includes multiple designated experts (Lund, Numata, Terry), offsetting risk .
Board Governance (reference details)
| Attribute | Status |
|---|---|
| Independence of directors | All except CEO are independent |
| Board meetings in 2024 | 7 meetings; ≥75% attendance by each director |
| Executive sessions | 3 meetings of independent directors without management in 2024 |
| Committee independence | 100% independent standing committees |
| Cybersecurity/risk oversight | Through Enterprise Risk Management Committee and Audit oversight of related controls |
Compensation Footnotes (Director)
- 2024: Ms. Varnado received a restricted stock grant of 4,183 shares on May 10, 2024 ($85,000), vesting May 10, 2025; total 2024 director compensation of $161,807 (cash $71,008; stock $84,999; other $5,800 dividends on vesting) .
- 2023: Total $200,229 (cash $96,401; stock $103,828) reflecting merger-year proration changes to director pay grid .
Related-Party Exposure
- Company policy requires Audit Committee review/approval; transactions with directors and immediate family are on market terms and do not involve abnormal risk or unfavorable features; no specific related-party transaction disclosed for Ms. Varnado .
Insider Trading/Filings
- Section 16 compliance: The company reports directors and officers timely filed required reports in 2024, with one late Form 4 for another director; no late filings noted for Ms. Varnado .
- Trading policies: Pre-clearance required; quarterly blackout periods; hedging/pledging prohibited .
Compensation Committee Analysis (context)
- 2024 Compensation Committee members included Ms. Varnado; the committee uses an independent consultant (Mercer) and adheres to clawback policies and double-trigger CIC provisions; no interlocks in 2024 .
RED FLAGS
- None specific to Ms. Varnado disclosed in COLB filings. The 2024 say-on-pay vote was low at 55% (company has initiated expanded outreach and affirmed structural guardrails), but this relates to executive pay design, not director conduct; continued oversight of committee responsiveness is warranted .