Hilliard C. Terry, III

About Hilliard C. Terry, III

Independent director at Columbia Banking System (COLB), age 55, serving on the board since 2010. Former EVP & CFO of Textainer Group Holdings (2012–2018) and previously VP & Treasurer at Agilent Technologies, where he also led Investor Relations during Agilent’s spin-off and IPO; designated by the board as an Audit Committee Financial Expert. Education: B.A. in Economics (UC Berkeley) and M.B.A. (Golden Gate University). Current outside public company directorships include Upstart Holdings, Inc. (since Feb 2019) and Asbury Automotive Group, Inc. (since Feb 2022).

Past Roles

External Roles

Board Governance

• Independence: Board determined all standing committee members, including Terry, qualify as independent under Nasdaq and company policy; “Yes” in director summary.
• Committee assignments (2024): Audit Committee; Enterprise Risk Management (ERM) Committee; Nominating & Governance Committee; also serves on Financial Pacific Leasing, Inc. board of directors (subsidiary of Umpqua Bank).
• Audit Committee Financial Expert: Designated by the Board as a financial expert (starred).
• 2024 Board/committee meeting cadence: Board met 7x; Audit 8x; ERM 4x; Nominating & Governance 4x.
• Attendance and engagement: Each director attended at least 75% of total Board and committee meetings; all directors attended the 2024 annual meeting except Mr. Schultz (implies Terry attended). Independent directors held three executive sessions.
• Risk oversight: ERM Committee (of which Terry is a member) oversees the risk appetite framework, key risk reports, and cybersecurity risk oversight.

Fixed Compensation

• Program structure (unchanged for 2024–2025 year of service):

  • Board member annual cash retainer: $57,000
  • Committee member annual retainers: Audit $9,700; Compensation $7,300; Other standing committees (including ERM and Nominating & Governance) $4,800
  • Committee chair retainers (for reference): Audit $18,200; Compensation $14,500; Other standing committees $10,900
  • Annual equity retainer (restricted stock): $85,000 The Board did not change non-employee director compensation for the 2024–2025 service year.

• 2024 actual director compensation (reported for fiscal year 2024): | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $74,342 | | Stock Awards (grant-date fair value) | $84,999 | | Option Awards | — (none) | | Non-Equity Incentive Comp | — (none) | | All Other Compensation | $5,800 (dividends on vesting of prior equity award) | | Total | $165,141 |

Performance Compensation

• Equity design: Non-employee directors receive time-based restricted stock (no performance metrics). For 2024–2025 service year, a restricted stock award valued at $85,000 (4,183 shares) was granted on May 10, 2024; vests on May 10, 2025.
• Vesting acceleration: Unvested director RSAs automatically vest upon death, disability (as defined in the 2024 Equity Plan), or change in control.
• Options/PSUs: No option awards or performance share units for directors disclosed for 2024.

Performance metric table (directors)

Other Directorships & Interlocks

The proxy states related-person transactions (including those involving directors) must be approved under the Related Party Transaction Policy; during 2024, director/officer banking relationships were ordinary-course, arm’s-length, and without unfavorable features, and no specific transactions involving Mr. Terry were disclosed.

Expertise & Qualifications

• Audit Committee Financial Expert; financially sophisticated under Nasdaq rules.
• Skills matrix indicates experience in Banking/Financial Services; Senior Executive Officer; M&A/Capital Markets; Professional Corporate Governance; Risk Management; Public Company Strategy.
• Former public-company CFO with broad accounting, treasury, and cash management experience; reason for nomination cites CFO credentials.
• Education: B.A. Economics (UC Berkeley); M.B.A. (Golden Gate University).

Equity Ownership

Ownership alignment and policies:

• Stock ownership guidelines require non-employee directors to hold shares equal in value to 5x the Board annual cash retainer; as of year-end 2024, all non-employee directors satisfied the guidelines.
• Insider Trading Policy prohibits hedging/monetization and pledging of Company stock by directors and other insiders; pre-clearance and trading windows apply.
• Section 16 compliance: Company reports timely filings for 2024 with one inadvertent late Form 4 for Mr. Schultz; no delinquencies disclosed for Mr. Terry.

Governance Assessment

• Strengths: Independent, long-tenured director with public-company CFO background; designated Audit Committee Financial Expert; active on Audit, ERM, and Nominating & Governance committees—key levers for financial reporting quality, risk oversight (including cybersecurity), and board refreshment. Attendance met policy thresholds, and he attended the annual meeting.
• Alignment: Meaningful share ownership with compliance under 5x cash retainer guideline; equity retainer in stock with time-based vesting; anti-hedging and anti-pledging policies enhance alignment.
• Compensation structure: Balanced mix—cash retainers plus fixed-value RSAs; no options or performance equity for directors; program unchanged for 2024–2025 (cost/discipline and stability).
• Potential monitoring items: Multiple outside directorships (two public, two private) may warrant continued oversight for overboarding risk, though no attendance shortfalls disclosed and he holds no committee chair roles at COLB. No related-party or interlock concerns disclosed specific to Mr. Terry.
• Audit oversight signal: Audit Committee reaffirmed Deloitte as independent auditor for 2025; committee met with and without management; Terry serves on the committee with financial expert designation, supporting investor confidence in financial reporting oversight.