Christopher M. Merrywell
Senior Executive Vice President and Umpqua Bank President of Consumer Banking at COLUMBIA BANKING SYSTEM
Executive
About Christopher M. Merrywell
Christopher M. Merrywell, age 59, is Senior Executive Vice President of Columbia Banking System and President of Consumer Banking at Umpqua Bank, a role he has held since March 2023. Prior roles include COO of Columbia/Columbia Bank (Jan 2020–Feb 2023), Chief Consumer Banking Officer (Feb 2017–Dec 2019), and Director of Wealth Management (Oct 2012–Feb 2017) . Company performance in 2024 featured net income of $533.7 million, diluted EPS of $2.55, RoAA 1.03%, RoACE 10.55%, and TSR of 8.0% versus KRX 13.2% and the peer group 27.5% . The compensation program emphasizes pay-for-performance, with short-term incentives tied to operating PPNR and long-term equity split between PSUs (ROTCE and TSR vs peers) and RSUs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Columbia Banking System / Umpqua Bank | Senior EVP; President of Consumer Banking | Mar 2023–present | Consumer banking leadership during integration and efficiency program |
| Columbia / Columbia Bank | Executive VP; Chief Operating Officer | Jan 2020–Feb 2023 | Operational leadership pre-merger |
| Columbia Bank | Executive VP; Chief Consumer Banking Officer | Feb 2017–Dec 2019 | Led consumer banking |
| Columbia Bank | Senior VP; Director of Wealth Management | Oct 2012–Feb 2017 | Wealth management leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 505,481 | 600,000 | 715,000 (16% YoY increase) |
| Target bonus (% of base) | 100% | 100% | 100% |
| Actual annual incentive paid ($) | 669,500 | 636,000 | 885,170 (124% of target) |
| All other compensation ($) and key items | 68,372 (perqs and other) | 1,466,223 (incl. 2023 merger-related awards) | 471,575 (incl. $330,000 retention vest; $13,800 401(k) match; split-dollar life insurance $3,903 and bonus $1,759; accrued dividends on unvested PSUs $67,964; $50,083 Unit Plan contributions; $1,429 tax gross-up for spousal aircraft use) |
| Change in pension/def. comp earnings ($) | — | 35,350 | 43,503 |
| Total compensation ($) | 1,828,379 | 3,746,993 | 3,162,406 |
Performance Compensation
Annual Incentive (2024)
| Component | Metric | Weighting | Target/Payout Schedule | Actual (2024) | Payout |
|---|---|---|---|---|---|
| Corporate | Operating PPNR | 80% | Payout schedule thresholds: 50% at $426.2m; 75% at $554.0m; 90% at $724.5m; 100% at $809.7m; 125% at $852.3m; 150% at $937.5m; 200% at $1,022.8m | Operating PPNR achieved $870.7m | 125% |
| Individual | C&I loan growth; core deposits ≥33% non-interest-bearing; fee income ≥12% of operating revenue; Q4 operating non-interest expense/avg assets <2.05% | 20% | Objective targets as listed | Exceeded fee-income target; deposit mix achieved; C&I loan growth paid at 50% | 119% (Merrywell) |
| Total annual incentive | — | — | Target = 100% of base ($715k) | — | 124% of target; $885,170 paid |
Long-Term Equity (2024 grants)
| Award | Grant date | Shares/units | Vesting | Metric | Grant-date fair value assumptions |
|---|---|---|---|---|---|
| PSUs | Mar 1, 2024 | Threshold 18,466; Target 36,932; Max 55,398 | Cliff vest after 3-year period (FY2024–FY2026) | 50% ROTCE vs peer; 50% TSR vs peer; vesting scale: 0%<50%; 50% at 50%; 100% at 100%; 150% at ≥150% | PSU fair value at target uses $17.87 stock price and $15.01 Monte Carlo for TSR component |
| RSUs | Mar 1, 2024 | 24,622 | One-third on Mar 1, 2025; 2026; 2027 | Service-based | RSU fair value uses $17.87 closing price on grant date |
Equity Mix and Sizing
| Metric | 2024 |
|---|---|
| Equity mix (PSUs/RSUs) | 60% / 40% |
| Equity opportunity as % of base | PSUs 85%; RSUs 62%; total 146% |
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (Mar 17, 2025) | 37,518 shares; <1% of outstanding |
| Unvested RSUs at FY-end 2024 | 42,953; $1,160,161 market value using $27.01/share |
| Unvested PSUs at FY-end 2024 (at target) | 56,430; $1,524,174 market/payout value using $27.01/share |
| Stock ownership guidelines compliance | In compliance at year-end 2024 |
| Hedging/pledging | Prohibited for Access Persons; no pledging allowed |
Vesting and potential selling pressure signals:
- RSUs granted in 2024 vest one-third annually on March 1, 2025/2026/2027; dividends on RSUs/PSUs are only paid upon vesting, which can create liquidity events in these windows subject to pre-clearance and blackout policies .
- Insider Trading Policy imposes pre-clearance and quarterly trading restrictions; hedging/pledging is prohibited, mitigating aggressive monetization risk .
Employment Terms
| Agreement | Key terms |
|---|---|
| 2023 Merrywell Letter Agreement | $1,000,000 cash retention award vesting 34% at April 2023 conversion; 33% in April 2024 and 2025, subject to continued employment; $1,030,000 deferred compensation credit in Feb 2023 vesting 50% in Feb 2024 and 2025; Qualifying Termination accelerates vesting; deferred amounts paid over 24 months with clawback for covenant breaches . |
| 2025 CIC Plan Participation Agreement (effective Mar 1, 2025) | Non-CIC termination: cash severance = 1x base salary; CIC double trigger: 2x (base salary + target bonus), prorated target bonus, 18 months health/welfare benefits, service-based equity vests, performance-based equity remains outstanding and can earn based on actual performance; non-compete/non-solicit during employment and up to two years after . |
| Clawbacks | Dodd-Frank clawback policy for erroneous incentive-based compensation over prior 3 years; additional company clawback covers misconduct, materially inaccurate metrics, risk failures, restrictive covenant breaches . |
| Insider Trading Policy | Pre-clearance; blackout windows; permits compliant Rule 10b5-1 plans; prohibits hedging/short sales/margin/pledging . |
Termination/Change-in-Control—Illustrative 2024 amounts under then-current arrangements
| Scenario (as of 12/31/2024) | Cash/severance ($) | Deferred comp ($) | Unit Plans ($) | Bank-owned life insurance ($) | Healthcare ($) | Accelerated equity FMV ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death | 330,000 | 515,000 | 41,666 | 2,145,000 | — | 2,684,335 | 5,716,001 |
| Disability | 330,000 | 515,000 | 395,154 | — | — | 2,684,335 | 3,924,489 |
| Termination without cause (not due to CIC) | 330,000 | 515,000 | 41,458 | — | — | 2,423,283 | 3,309,741 |
| Termination due to CIC | 330,000 | 515,000 | 50,000 | — | — | 2,684,335 | 3,579,335 |
| Retirement | — | — | 50,000 | — | — | — | 50,000 |
Note: New CIC Plan (effective Mar 1, 2025) enhances CIC severance economics to 2x salary+target bonus, plus pro rata bonus and benefits as detailed above .
Deferred Compensation and Unit Plans
| Item | 2024 |
|---|---|
| Nonqualified deferred comp: Aggregate earnings ($) | 103,855 |
| Nonqualified deferred comp: Aggregate balance ($) | 1,213,800 |
| Interest crediting rate | 3-month SOFR + 3.84%; credited daily; quarterly resets |
| Unit Plans (2015 and 2018) | Each pays $25,000/year for 10 years beginning after the 10th anniversary; various protections for disability, cause, good reason/CIC; non-compete/non-solicit provisions (benefits can be forfeited) . |
Performance & Track Record
- 2024 company performance improved: net income $533.7m, diluted EPS $2.55, efficiency ratio 57.14%, RoAA 1.03%, RoATCE 15.31% . TSR 8.0% lagged KRX and peer group due to funding mix factors and rate expectations; dividend yield 5.49% at year-end 2024 .
- Operational actions: enterprise efficiency program delivered $82m annualized savings supporting reinvestment; deposit pricing review improved NIM from 3.52% (Q1) to 3.64% (Q4) in 2024 .
- Merrywell’s individual 2024 goals: fee income improved near 12% of operating revenue target; deposit mix objectives met; C&I loan growth below goal (50% payout) .
Equity Ownership & Alignment
| Alignment mechanism | Details |
|---|---|
| Ownership guidelines | Executives must hold meaningful share positions; compliance confirmed at YE 2024 . |
| Anti-hedging/pledging | Strict prohibitions; quarterly trading restrictions; pre-clearance required . |
| PSU design | Relative ROTCE and TSR vs peers with minimum performance threshold; aligns pay to shareholder returns and profitability . |
| Dividend policy on equity | Dividends paid only upon vesting (reduces windfall) . |
Employment Terms
- No general executive employment agreements other than CEO and former Executive Chair; other NEOs had tailored letter agreements post-merger; updated CIC Plan implemented in 2025 with double-trigger protections and restrictive covenants .
Investment Implications
- Pay-for-performance alignment: Heavy weighting to objective operating PPNR for cash incentives and relative ROTCE/TSR for PSUs supports alignment; 2024 payouts at 124% reflect overachievement on corporate PPNR and strong individual goal attainment, but C&I growth shortfall is noted .
- Retention risk: 2023 retention and deferred comp awards (fully vesting by April/Feb 2025) and 2025 CIC Plan with 2x salary+target bonus reduce near-term attrition risk; Unit Plans add longer-dated benefits with forfeiture if covenants breached .
- Trading signals: RSU tranches vest annually through March 2027 and PSUs settle after the 2024–2026 period—expect potential liquidity events in permitted windows; Insider Trading Policy/blackouts and anti-hedging/pledging constraints mitigate aggressive selling pressure .
- Governance and red flags: Clawback policies are robust; no severance tax gross-ups; minor perquisite tax gross-up for spousal aircraft use in 2024 is small in magnitude; 2024 say-on-pay support was 55%, with Board outreach and program continuity thereafter—a watch item for future vote outcomes .