Eric S. Forrest
About Eric S. Forrest
Eric S. Forrest (age 57) is an independent director of Columbia Banking System, Inc. (COLB) and has served on the board since 2017. He is co‑President and co‑owner of Eugene‑based Bigfoot Beverages, and previously served as a director of Pacific Continental Corporation prior to its acquisition by Columbia in 2017. He holds a B.A. in Communications from Oregon State University and an M.B.A. from Willamette University’s Atkinson School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Continental Corporation (Nasdaq: PCBK) | Director | Prior to Nov 2017 (pre‑merger) | Bank board experience; acquisition by Columbia in 2017 |
| Bigfoot Beverages (Pepsi franchises, malt beverage distribution) | Co‑President & co‑owner | Not disclosed | Day‑to‑day operations, warehousing, fleet management |
| Oregon Beer and Wine Distributors Association | Former President | Not disclosed | Industry leadership role |
External Roles
| Organization | Role |
|---|---|
| Oregon Beverage Recycling Board | Chair; co‑founder |
| Ford Family Foundation | Director |
| Pepsi Cola Bottler’s Association | Director |
| Oregon Business Council | Director |
| Fast Track Car Wash (Eugene, OR) | Partner |
Board Governance
- Independence: The Board has affirmatively determined Forrest is independent under Nasdaq rules .
- Committees (2024): Audit Committee (member; 8 meetings), Nominating & Governance Committee (member; 4 meetings), Umpqua Bank Trust Committee (member) .
- Audit Committee financial expert: Forrest is not one of the Audit Committee members designated as “financial experts” (designation applies to Lund, Numata, Terry) .
- Attendance and engagement: The Board met seven times in 2024; each director attended at least 75% of Board and committee meetings. All directors attended the 2024 annual meeting except Mr. Schultz (Forrest attended) .
- Executive sessions: Independent directors held three meetings without management in 2024 .
- Director commitment policy: Directors must consult before accepting other board roles; limit of no more than three compensated boards (in addition to Columbia’s Board) .
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $69,942 |
| Stock Awards (grant‑date fair value) | $84,999 (restricted stock) |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | $1,767 (above‑market earnings) |
| All Other Compensation | $5,800 (dividends upon vesting of prior equity awards) |
| Total | $162,508 |
Board‑wide non‑employee director fee schedule (unchanged for 2024–2025 service year):
- Annual cash retainer: $57,000; Lead Independent Director: $54,700; Committee Chair retainers: Audit $18,200; Compensation $14,500; Other standing committees $10,900; Committee member retainers: Audit $9,700; Compensation $7,300; Other standing committees $4,800. Annual equity retainer: $85,000 .
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value | Vesting | Plan / Terms |
|---|---|---|---|---|---|
| Annual director restricted stock retainer | May 10, 2024 | 4,183 | $84,999 | Vests May 10, 2025 | 2024 Equity Plan; unvested awards vest on death, disability, or change‑in‑control; forfeiture upon resignation unless otherwise determined |
- Dividends on director equity: Dividends are paid upon vesting; 2024 “All Other Compensation” reflects dividends from prior RS awards that vested .
- Deferred compensation: Non‑employee directors may elect to defer up to 100% of director fees under the UB DCP; Forrest had $1,767 above‑market earnings in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Pacific Continental Corporation (Nasdaq: PCBK) |
| Shared directorships with competitors/suppliers/customers | Not disclosed in proxy |
| Committee interlocks | None disclosed; Forrest is not on COLB’s Compensation Committee |
Expertise & Qualifications
- Banking/Financial Services; President/CEO Leadership; Senior Executive Officer; Professional Corporate Governance; M&A/Capital Markets (per director skills matrix) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 29,020 (includes 4,183 unvested time‑based restricted shares with voting but not investment power) |
| Ownership % of shares outstanding | Less than 1% (company notation for directors) |
| Shares pledged as collateral | Prohibited by Insider Trading Policy; hedging/monetization also prohibited |
| Stock ownership guideline | Non‑employee directors must hold ≥5× annual cash retainer; as of YE 2024 all non‑employee directors satisfied the guideline |
Governance Assessment
- Board effectiveness: Independent director with audit and nominating/governance roles; meets attendance expectations; participated in a Board that held executive sessions and completed annual evaluations—supportive of oversight quality .
- Alignment: Ownership of 29,020 shares and receipt of equity retainer (restricted stock) indicates skin‑in‑the‑game; company prohibits hedging/pledging; all directors met ownership guidelines at YE 2024 .
- Compensation mix: For 2024, equity ($84,999) exceeded cash fees ($69,942), aligning director pay with shareholder value over the service year .
- Potential conflicts/related party exposure: Forrest is an owner and industry leader in beverage distribution (Bigfoot Beverages; Oregon Beverage Recycling Board). The company’s Related Party Transaction Policy requires Audit Committee approval, and proxy disclosures reflect only ordinary‑course banking relationships with directors/officers on market terms, with no unfavorable features—no specific related transactions tied to Forrest are disclosed .
- Shareholder signals: 2024 say‑on‑pay support fell to 55% (vs. >97% prior year), primarily due to concerns about Executive Chair compensation; the Board enhanced shareholder outreach, eliminated the Executive Chair role in 2025, and affirmed double‑trigger change‑in‑control structures—constructive governance responsiveness .
RED FLAGS
- None specific to Forrest in disclosures: no related‑party transactions involving him, no hedging/pledging, and no delinquent Section 16 filings were reported for him .
Insider Trading Compliance
| Year | Director | Delinquent Section 16(a) Filings |
|---|---|---|
| 2024 | Eric S. Forrest | None reported; only one late Form 4 was filed for Mr. Schultz |
Notes on Board Compensation Architecture (context for alignment)
- Annual director cash and equity retainers and committee fees are clearly delineated; director compensation is reset each service year (12 months after annual meeting) and equity vests at the end of the service year, fostering retention and alignment .
- Stock ownership guidelines and prohibitions on hedging/pledging strengthen long‑term alignment with shareholders .
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