Clint E. Stein
About Clint E. Stein
Clint E. Stein, 53, is President & Chief Executive Officer of Columbia Banking System, Inc. and Chief Executive Officer of Umpqua Bank; he has served on Columbia’s board since 2020. His background includes joining Columbia in 2005, serving as Chief Accounting Officer and Controller, CFO (2012–May 2018), COO (appointed 2017, serving until his CEO appointment), and President & CEO of Columbia State Bank from January 2020 until its merger with Umpqua Bank in February 2023; he holds a Bachelor’s in Accounting and Business Administration from the University of Idaho and serves on the Federal Reserve Bank of San Francisco Board, Executive Council for a Greater Tacoma, and the boards of the Washington Bankers Association and Pacific Coast Banking School . Company performance in 2024 included net income of $533.7 million, diluted EPS of $2.55, ROA of 1.03%, an efficiency ratio of 57.14%, and total shareholder return of 8.0% (vs. KRX 13.2% and peer group 27.5%); operating PPNR was $870.7 million and net interest margin improved to 3.64% by Q4 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbia Banking System, Inc. | Chief Financial Officer | 2012–May 2018 | Led finance during growth and pre-merger positioning |
| Columbia Banking System, Inc. | Chief Operating Officer | Years not disclosed; appointed in 2017, served until CEO appointment | Operational leadership, pre-CEO transition |
| Columbia Banking System, Inc. | President & CEO (Columbia) | 2020–present | Strategy and integration leadership; cost savings, branch expansion, tech investments |
| Columbia State Bank | President & CEO | Jan 2020–Feb 2023 | Led Columbia Bank to merger with Umpqua |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Reserve Bank of San Francisco | Board of Directors | Not disclosed | Policy insight, industry oversight |
| Executive Council For A Greater Tacoma | Board | Not disclosed | Community and regional engagement |
| Washington Bankers Association | Board | Not disclosed | Industry representation and advocacy |
| Pacific Coast Banking School | Board | Not disclosed | Executive education; talent pipeline |
Fixed Compensation
| Component | 2024 Value/Terms |
|---|---|
| Base Salary | $1,150,000 |
| Target Annual Incentive | 120% of base salary |
| Actual Annual Incentive Paid | $1,711,200 (124% of target) |
| Long-Term Equity Granted (Grant-date fair value) | $3,173,878 (RSUs + PSUs at target) |
| CEO Pay Ratio | 82 to 1 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Operating PPNR (Corporate cash incentive) | 80% of annual incentive | $852.3M (“Target”) with payout curve threshold–max defined | $870.7M | 125% for corporate component | Cash, approved Q1 following fiscal year; prorated bonus on termination |
| CEO Individual Goals (cash incentive) | 20% of annual incentive | Cost savings, efficiency ratio <2.05% (Q4), performance improvement plan, NPS improvement | Exceeded cost savings; positive NPS and EPS trends | 120% for individual component | Cash, paid with annual incentive cycle |
| PSUs – ROTCE (relative to peer group) | 50% of PSU award | Threshold 50%, Target 100%, Max 150% of target shares | Not yet determinable (2024–2026 period) | Earned 0–150% based on relative performance | Cliff vest after 3-year period (2024–2026) |
| PSUs – TSR (relative to peer group) | 50% of PSU award | Threshold 50%, Target 100%, Max 150% of target shares | Not yet determinable (2024–2026 period) | Earned 0–150% based on relative performance | Cliff vest after 3-year period (2024–2026) |
| RSUs – Service-based | 40% of equity mix (CEO) | Ratable vesting over 3 years | N/A | N/A | One-third annually on March 1, 2025/2026/2027 for 2024 grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Direct/Indirect) | 118,401 shares; less than 1% of outstanding shares |
| Unvested RSUs (Dec 31, 2024) | 129,931 units; market value $3,509,436 at $27.01/share |
| Unearned PSUs (Target, outstanding) | 190,879 units; payout value $5,155,642 at $27.01/share |
| Upcoming Vesting | RSUs from 2024 grant vest one-third on March 1, 2026 and March 1, 2027; PSUs from 2023 and 2024 cycles determine payout at 2023–2025 and 2024–2026 ends |
| Ownership Guidelines | Executives must meet share ownership guidelines; Stein was in compliance at YE 2024 |
| Hedging/Pledging | Prohibited for directors and executives; margin pledging barred |
Employment Terms
- Contract: October 2021 employment agreement for CEO (effective at merger) includes annual base salary of $1,150,000, target annual cash incentive not less than 100% of base, and annual LTI target not less than 200% of base; includes a 2023 synergy integration award and standard benefits .
- Severance (non‑CIC): Upon qualifying termination without cause/good reason outside CIC window: cash severance equal to 2× base salary, prorated bonus, accelerated vesting of a prorated portion of time-based awards and performance awards vest based on actual results at scheduled dates, and continued health/welfare benefits for 24 months .
- Change-in-Control (double trigger): Qualifying termination within six months before or 24 months after CIC: cash severance equal to 2.5× salary + target bonus; prorated target bonus; equity treated per equity plan (unvested awards vest in full at closing unless replaced/assumed; performance awards at greater of target or actual); continued health/welfare benefits for 30 months .
- Restrictive Covenants: Non-compete and non-solicitation during employment and for two years thereafter; perpetual confidentiality .
- Clawbacks: Dodd‑Frank Section 10D policy adopted (Dec 2023; amended Oct 2024) requires recovery of erroneously awarded incentive-based compensation upon restatement; separate internal clawback for misconduct, inaccurate metrics, risk failures, restrictive covenant breaches, etc. over prior 3 years .
- Pension/Deferred: SERP present value $1,243,074 (19 credited years; max annual retirement benefit estimate $270,000 at age 65; salary for SERP frozen at $450,000); Unit Plan paying $25,000/year for 10 years, coordinated with SERP; Unit Plan benefits cease if working for a competitor .
Board Governance
- Board Service: Director since 2020; no committee assignments as CEO/director .
- Independence: All directors except the President & CEO are independent; Stein is not independent .
- Chair/Lead Independent: Independent Chair (Maria M. Pope) effective April 1, 2025; Executive Chair role eliminated; Board continues to separate Chair and CEO roles .
- Bylaws (Merger-related): For 3 years post-merger, removing Mr. Stein from Columbia’s or Umpqua Bank’s board requires approval of at least 75% of the entire Board .
- Meetings/Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors held three executive sessions; all directors attended the annual meeting except Mr. Schultz .
- Director Compensation: Employee directors (e.g., CEO) do not receive director fees; non-employee directors receive cash retainers and $85,000 in RSUs annually (vesting after service year) .
Compensation Structure Analysis
| Year | Salary ($) | Stock Awards ($) | Annual Incentive ($) | Change in Pension/Deferred ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 879,962 | 2,068,190 | 1,602,000 | 11,270 | 55,916 | 4,617,338 |
| 2023 | 1,150,000 | 3,042,229 | 1,269,600 | 218,435 | 663,986 | 6,344,250 |
| 2024 | 1,150,000 | 3,173,878 | 1,711,200 | 31,524 | 274,326 | 6,340,928 |
- Mix remains heavily at-risk via cash and equity; equity grants are 60% PSUs and 40% RSUs for NEOs, directly linking compensation to multi-year ROTCE and TSR, with dividends paid only upon vesting .
- Governance signals: No single-trigger CIC benefits for executives; new executive CIC plan effective 2025 formalizes double-trigger standard; no repricing of options; no tax gross-ups on severance/CIC; hedging/pledging prohibited .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval received 55% versus over 97% in the prior year, driven largely by concerns over Merger-related compensation for the former Executive Chair (perceived single-trigger payout) .
- Response: Enhanced outreach to shareholders representing >80% of shares; independent director participation; adoption of a double-trigger executive CIC plan; maintenance of strong pay‑for‑performance design .
Equity Award Detail (Outstanding at FY‑end 2024)
| Category | Stein Outstanding Units | Notes |
|---|---|---|
| RSUs (unvested) | 129,931 | Includes 74,627 RSUs granted Mar 1, 2024; vest one-third on Mar 1, 2025/2026/2027 |
| PSUs (target, unearned) | 190,879 | 44,848 PSUs (2023 grant), 34,091 synergy PSUs (2023), 111,940 PSUs (2024 grant) |
| Market Values | RSUs $3,509,436; PSUs $5,155,642 at $27.01/share | YE 2024 price input |
Risk Indicators & Red Flags
- Anti-hedging/pledging policy reduces misalignment risk; transactions require pre-clearance and quarterly trading blackout compliance .
- 2024 low say‑on‑pay (55%) indicates investor sensitivity to merger-era compensation design; board committed to enhanced engagement and double‑trigger CIC standards going forward .
- Clawbacks cover restatements and broader misconduct/risk failures for recovery of incentive comp over prior 3 years .
Compensation Committee Analysis
- 2024 members included Luis F. Machuca (Chair), Maria M. Pope, Craig D. Eerkes, Mark A. Finkelstein, John F. Schultz, Elizabeth W. Seaton, Peggy Y. Fowler, Anddria Varnado; 6 meetings in 2024 .
- Independent consultant Mercer engaged; independence assessed; fees for compensation advice $100,000; broader Marsh & McLennan services totaled $891,337 in 2024 .
- Peer group benchmarking used; total direct compensation targeted around peer median; heavy performance orientation with multi-year relative metrics (ROTCE, TSR) .
Director Service History & Dual-Role Implications
- Board Service: Director since 2020; no committee assignments; non‑independent by virtue of CEO role .
- Governance structure separates Chair and CEO; independent Chair installed (Maria M. Pope) effective April 1, 2025; Executive Chair eliminated, addressing potential concentration-of-power concerns .
- Bylaw provision: For 3 years post-merger, removal of Stein from Columbia or Umpqua Bank boards requires 75% Board approval, providing stability but reducing near-term flexibility; investors may view this as retention-positive but a minor governance constraint .
Investment Implications
- Compensation alignment: Strong at‑risk mix with 60% performance-based equity tied to multi‑year relative ROTCE/TSR plus an operating PPNR-centric annual plan supports value creation discipline; clawbacks and anti‑hedging/pledging reinforce alignment .
- Vesting and potential selling pressure: RSUs vest through March 2027 and PSUs conclude in 2025 and 2026; monitor Form 4s near vesting dates for discretionary sales given significant unvested balances (RSUs 129,931; PSUs 190,879 at target) .
- Retention and CIC economics: Double‑trigger CIC terms with 2.5× salary+target bonus and 30‑month benefits, plus 2‑year non‑compete, suggest robust retention but meaningful payout exposure in a transaction; the 75% board removal threshold adds near‑term stability .
- Performance track record: 2024 recovery with cost savings ($82M annualized), NIM improvement, and higher ROA/Efficiency, but TSR underperformed peers, which contributed to a low say‑on‑pay; continued execution on deposit mix, fee income, and efficiency will be key to upside and improved investor sentiment .
All data cited from company proxy and governance disclosures: .