John F. Schultz
About John F. Schultz
John F. Schultz (age 60) is an independent director of Columbia Banking System (COLB) since 2015. He is Executive Vice President and Chief Operating Officer of Hewlett Packard Enterprise (HPE) (since 2020), and previously served as HPE’s Chief Legal and Administrative Officer and General Counsel; his background spans transformation, IT/cybersecurity oversight, risk management, ethics and compliance, and corporate governance. Education: Bachelor’s, Albright College; J.D., University of Pennsylvania Law School . COLB confirms his independence status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Enterprise (NYSE: HPE) | EVP & Chief Operating Officer | 2020–present | Led transformation office, IT and cybersecurity, eCommerce, ethics & compliance, sustainability, global resilience and security . |
| Hewlett Packard Enterprise | EVP, Chief Legal & Administrative Officer and Secretary | Dec 2017–Jul 2020 | Corporate governance leadership; oversaw legal and admin functions . |
| Hewlett Packard Enterprise | EVP, General Counsel & Secretary | Nov 2015–Dec 2017 | Corporate governance and legal oversight . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Albright College | Board member | Not disclosed | — |
| National Legal Aid & Defender Association | Board member | Not disclosed | — |
| Children’s Beach House | Board member | Not disclosed | — |
| Beebe Hospital | Finance Committee member | Not disclosed | Finance Committee |
| The Anti-Slavery Collective | Advisory board | Not disclosed | Advisory role |
| Other public company directorships | None | — | None disclosed |
Board Governance
- Committee assignments (2024 and current nominee profile): Audit; Compensation; Nominating & Governance. No chair roles disclosed for Schultz .
- Audit Committee financial expert designation: Not listed among designated financial experts (designated members are Lund, Numata, Terry) .
- Independence: Board determined all nominees except the CEO (Stein) are independent; Schultz is independent .
- Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting except Mr. Schultz (missed) .
- Executive sessions: Independent directors met without management three times in 2024 .
- Committee meeting cadence (2024): Audit (8), Compensation (6), Enterprise Risk Management (4), Nominating & Governance (4) .
- Director commitment policy: Directors should consult before accepting other boards and may not serve on more than three paid boards in addition to COLB (unless grandfathered) .
Fixed Compensation
| Item | Value | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $72,233 | Director cash retainers and committee fees . |
| 2024 All Other Compensation | $5,800 | Dividends received upon vesting of prior equity award granted 5/18/2023 . |
| Total 2024 Director Compensation (Cash + Other) | $78,033 | Sum of cash and other . |
Non‑employee director compensation framework (unchanged for 2024–2025 year of service):
- Annual cash retainer: $57,000; committee member retainers (Audit $9,700; Compensation $7,300; other standing committees $4,800); committee chair retainers (Audit $18,200; Compensation $14,500; other standing committees $10,900); Lead Independent Director $54,700 .
- Annual equity retainer: $85,000 in restricted stock .
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual director restricted stock | May 10, 2024 | 4,183 shares; grant-date fair value $84,999 | Vests May 10, 2025 | Under 2024 Equity Plan; forfeited on resignation unless otherwise determined; automatic vesting on death, disability, or change in control as defined . |
- No options or performance-conditioned director equity disclosed; director equity is service-based restricted stock only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Compensation Committee interlocks | Company disclosed no interlocks involving its executive officers and other entities’ compensation committees in 2024 . |
Expertise & Qualifications
- Transformation, IT/cybersecurity, and risk management oversight from senior HPE roles (COO; prior GC/Secretary) .
- Corporate governance, ethics/compliance experience; professional corporate governance skillset highlighted in board skills framework .
- Senior executive experience; technology/infosec exposure aligned with Board’s risk and cybersecurity oversight needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John F. Schultz | 43,053 | <1% | Includes 4,183 unvested time-based restricted stock awards vesting within 60 days; directors have voting but not investment power on these unvested shares . |
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 5x the annual cash retainer; as of year‑end 2024, all non‑employee directors satisfied the requirement .
- Hedging/pledging: Prohibited under Insider Trading Policy; pre‑clearance and quarterly trading windows apply .
Director Compensation (Detail)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $72,233 | Board and committee retainers . |
| Stock Awards (Restricted Stock) | $84,999 | 4,183 shares granted 5/10/2024; vests 5/10/2025 . |
| Option Awards | — | None . |
| Non‑Equity Incentive Comp | — | Not applicable for directors . |
| All Other Compensation | $5,800 | Dividends upon vesting of prior award . |
| Total | $163,032 | Sum of the above . |
Related-Party Transactions and Conflicts
- Related-party transactions policy requires Audit Committee approval; any insider banking relationships are on substantially the same terms as for comparable customers, with no abnormal risk or unfavorable features per management’s view .
- No specific related-party transactions involving Mr. Schultz disclosed; no public company interlocks; Insider Trading Policy prohibits hedging/pledging and imposes trading controls .
Say‑on‑Pay and Shareholder Feedback (Governance Context)
- 2024 say‑on‑pay approval was 55% vs. >97% prior year; Board enhanced outreach, contacting 44 institutions representing >80% of shares, with 12 institutions (50% of shares) engaging and independent directors participating in most calls .
- Feedback centered on merger‑related compensation for the former Executive Chair; company reiterated shift to double‑trigger change‑in‑control provisions effective 2025 and continued engagement plans .
Risk Indicators & Red Flags
- Attendance: Mr. Schultz did not attend the 2024 annual shareholder meeting (virtual), though he met the ≥75% meeting attendance threshold overall .
- Section 16 compliance: One inadvertent late Form 4 filed on behalf of Mr. Schultz related to gifting of Company shares .
- Time commitments: Senior operating role at HPE plus service on three Board committees; COLB policy caps paid external boards at three (in addition to COLB) and requires consultation before accepting new commitments; no breaches disclosed .
- Hedging/pledging: Prohibited, reducing alignment risk .
- Related‑party: No adverse related‑party transactions disclosed .
Governance Assessment
- Strengths: Independent status; deep operating, technology, and risk oversight experience relevant to Audit/Comp/Governance committees; equity component in director pay aligns with shareholders; compliance with stock ownership guidelines; anti‑hedging/pledging controls .
- Watch items: Missed 2024 annual meeting; a late Form 4 filing (administrative); significant professional time demands given HPE COO role—monitor ongoing attendance and engagement .
- Broader context: With 2024 say‑on‑pay at 55%, investor scrutiny on compensation governance remains elevated; Schultz’s role on the Compensation Committee places importance on responsiveness to shareholder feedback and maintaining robust pay‑for‑performance rigor .