Elizabeth W. Seaton
About Elizabeth W. Seaton
Independent director of Columbia Banking System (COLB), age 64, serving since 2014. Former President and CEO of Saltchuk Aviation; prior roles include SVP of Operations at Saltchuk Resources (2014–2018), 20+ years at Weyerhaeuser in strategic planning/capital investments/business leadership, and Principal at Boston Consulting Group. Education: BA Economics/History (Princeton), JD/MBA (University of Chicago). Committee roles: Chair, Enterprise Risk Management (ERM); member, Audit and Compensation; no other public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saltchuk Aviation | President & CEO | Not disclosed | Led air cargo and aviation services operations |
| Saltchuk Resources Inc. | SVP, Operations | 2014–2018 | Oversight across diversified transportation and fuel distribution businesses |
| Weyerhaeuser | Strategic planning, capital investments, business leadership | Over 20 years | Corporate strategy, capital allocation |
| Boston Consulting Group | Principal | Not disclosed | Strategy consulting experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Planned Parenthood Federation of America | Director; Secretary | Current | Governance, Finance, Executive Committees |
| Other public company boards | None | — | — |
Board Governance
- Independence: Classified as independent; all standing committee members are independent per Nasdaq and company policy .
- Committee assignments and 2024 meeting cadence: Audit (8 meetings), Compensation (6 meetings), ERM (Chair; meeting count not disclosed) .
- Board attendance: Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the annual meeting except Mr. Schultz (implies Seaton attended) .
- Leadership structure: Independent Board Chair (Maria Pope) effective April 1, 2025; independent executive sessions at quarterly Board meetings; annual Board/committee self-evaluations .
- Risk oversight: ERM Committee oversees cybersecurity risk, receives at least annual management overview, and engages with CISO/CIO/Privacy & Information Risk leadership on threat risk and mitigation .
Committee Roles Detail
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Enterprise Risk Management | Chair | Not disclosed | Leads oversight of risk and cybersecurity governance |
| Audit | Member | 8 | Oversees financial reporting, auditor independence, disclosure controls, and related-party transaction approvals |
| Compensation | Member | 6 | Oversees executive and director compensation; appoints independent compensation consultant |
Fixed Compensation
- Non-employee director cash framework (unchanged for 2024–2025 vs 2023–2024): Board member annual retainer $57,000; Committee Chair retainers: Audit $18,200, Compensation $14,500, Other standing committees $10,900; Committee Member retainers: Audit $9,700, Compensation $7,300, Other $4,800 .
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 82,225 | Seaton’s cash compensation for FY2024 |
| All Other Compensation | 5,800 | Dividends on equity awards vested from May 18, 2023 grant |
| Total Cash & Other | 88,025 | Sum of above |
Performance Compensation
- Equity retainer: Restricted stock award valued at $85,000 for 2024–2025 service (4,183 shares, grant date May 10, 2024; vests May 10, 2025); awards are time-based RSUs under the 2024 Equity Plan; automatic vesting upon death, disability (as defined), or change-in-control; forfeiture upon resignation unless otherwise determined by Compensation Committee .
| Award Type | Shares | Grant Date | Vest Date | Grant-Date Fair Value ($) | Plan | Performance Metrics |
|---|---|---|---|---|---|---|
| Restricted Stock (time-based) | 4,183 | May 10, 2024 | May 10, 2025 | 84,999 | 2024 Equity Plan | None disclosed for director equity; time-based vesting only |
- Equity mix policy: Annual director equity retainer $85,000; directors may elect fee deferrals via UB DCP; no options reported for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None |
| Compensation Committee interlocks | None involving COLB executives serving on other issuers’ boards with reciprocal relationships in 2024 |
Expertise & Qualifications
- Core skills: Business leadership, turnarounds/change management, strategic development, M&A, enterprise risk management; senior executive experience across industrials/transport/logistics .
- Education: BA (Princeton); JD/MBA (University of Chicago) .
- Risk/Cyber oversight: As ERM Chair, participates in cybersecurity governance processes described in proxy .
Equity Ownership
- Beneficial ownership: 29,184 shares as of March 17, 2025; includes 4,183 unvested time-based restricted shares vesting within 60 days (voting but not investment power) .
- Shares outstanding: 210,114,698 as of March 17, 2025; Seaton holdings represent approximately 0.0139% of shares outstanding (computed from disclosed figures; table denotes “less than 1%”) .
- Ownership guidelines: Non-employee directors must hold shares equal to 5× the annual cash retainer; all non-employee directors met the guideline at year-end 2024 .
- Hedging/pledging: Prohibited for directors; also prohibits short sales, margin accounts, and derivative positions; pre-clearance with quarterly blackout windows required .
| Item | Amount/Status | Source |
|---|---|---|
| Beneficially owned shares | 29,184 | |
| Unvested restricted shares (within 60 days) | 4,183 | |
| % of shares outstanding | ~0.0139% | Computed from 29,184 / 210,114,698 |
| Ownership guideline (5× cash retainer) | Met (all non-employee directors at YE2024) | |
| Hedging/Pledging | Prohibited |
Director Compensation Summary (FY2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 82,225 |
| Stock Awards (grant-date fair value) | 84,999 |
| Option Awards | — |
| Non-Equity Incentive Comp | — |
| Change in Pension/Deferred Comp Earnings | — |
| All Other Compensation | 5,800 |
| Total | 173,024 |
Insider Trades and Section 16 Compliance
- Section 16(a) filings: All officers and directors timely filed required reports for 2024; one inadvertent late Form 4 was filed for Mr. Schultz (none noted for Seaton) .
| Item | Seaton Status |
|---|---|
| Late Form 4s in 2024 | None reported |
| Trading plan policy | Rule 10b5-1 plans permitted under policy; pre-clearance required; quarterly blackout periods apply |
Governance Assessment
- Alignment and effectiveness: Independent director with ERM chair responsibility and seats on Audit and Compensation strengthens risk oversight and financial governance; attendance threshold met; independent Board Chair enhances objectivity .
- Incentive alignment: Balanced director pay mix (cash retainers plus time-based equity); ownership guideline compliance and anti-hedging/anti-pledging enhance alignment; no director options or performance-contingent equity disclosed, reducing risk of misaligned incentives .
- Conflicts/related party review: Ordinary-course banking relationships for directors are overseen under the Related Party Transaction Policy; transactions on market terms and pre-approved by Audit Committee; no Seaton-specific related-party issues disclosed .
RED FLAGS
- None disclosed specific to Seaton: no pledging/hedging permitted, no other public board interlocks, Section 16 filings timely; attendance threshold met .
Signals to watch
- ERM oversight remains pivotal given cybersecurity and rate/liability sensitivities highlighted by the company’s 2024 performance narrative; continued committee engagement (Audit 8 meetings; Compensation 6) supports robust oversight cadence .