Kumi Yamamoto Baruffi
Executive Vice President, General Counsel and Corporate Secretary at COLUMBIA BANKING SYSTEM
Executive
About Kumi Yamamoto Baruffi
Kumi Yamamoto Baruffi is Executive Vice President, General Counsel and Corporate Secretary of Columbia Banking System (COLB). She has served as General Counsel and Corporate Secretary since September 2014, was appointed EVP in May 2024, and also serves as EVP, General Counsel and Corporate Secretary of Umpqua Bank since March 2023; she is age 54 as of the 2025 record date . As Corporate Secretary and GC, she signs and certifies key SEC filings, including annual meeting notices and current reports (e.g., 2024/2025 proxies and April 2, 2025 8‑K) . Company performance during her tenure has included TSR of -5.9% in 2023 and 8.0% in 2024, net income of $349m in 2023 and $533.7m in 2024, with EPS rising from $1.78 to $2.55; ROA improved from 0.70% to 1.03%, and ROTCE from 11.46% to 15.31% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Columbia Banking System / Columbia Bank | EVP, General Counsel & Corporate Secretary | Sep 2014 – Feb 2023; continued GC & Corporate Secretary thereafter | Led corporate governance and disclosure; served as Corporate Secretary on shareholder meeting notices and proxy processes |
| Umpqua Bank (subsidiary) | EVP, General Counsel & Corporate Secretary | Mar 2023 – present | Maintained combined-company legal governance post-merger; cross‑entity Corporate Secretary responsibilities |
External Roles
- None disclosed in the proxy statements .
Fixed Compensation
- Kumi is not a Named Executive Officer (NEO) in the 2024/2025 proxy tables; specific salary/bonus amounts are not disclosed for her. Company policy states employment agreements are maintained only for the CEO and former Executive Chair; other executive officers (which would include the General Counsel) do not have individual employment agreements .
- Stock ownership guidelines apply to executive officers: CEO/Executive Chair 4× salary; Bank Presidents 3×; Other Executive Leadership Team Section 16 Officers 2× salary. Compliance for NEOs is reported annually; Kumi’s individual compliance status is not separately disclosed .
Performance Compensation
Company executive incentive design (as described for NEOs; individual awards for Kumi are not disclosed):
- Annual cash incentive plan: 80% corporate metric (Operating PPNR), 20% individual goals; minimum PPNR must be met for any payout .
- Long-term equity: RSUs vest ratably over three years; PSUs cliff‑vest after a three-year period, earned on relative ROTCE and relative TSR vs a defined peer group; dividends accrue but are paid only upon vesting .
Annual incentive framework and outcomes:
| Metric | 2023 | 2024 |
|---|---|---|
| Corporate metric | Operating PPNR | Operating PPNR |
| Corporate weighting | 80% | 80% |
| Individual weighting | 20% | 20% |
| PPNR Target ($MM) | $1,050 | $852.3 |
| PPNR Actual ($MM) | $909.7 | $870.7 |
| Corporate component payout (%) | 90% | 125% |
Long-term incentive metrics (peer-relative):
| Metric | Vesting measurement | Threshold | Target | Max |
|---|---|---|---|---|
| ROTCE vs peer group | 3‑year average ROTCE ratio | 50% → 50% earned | 100% → 100% earned | ≥150% → 150% earned |
| TSR vs peer group | 3‑year TSR ratio (20‑day averaging) | 50% → 50% earned | 100% → 100% earned | ≥150% → 150% earned |
Note: The above tables reflect program design and outcomes for NEOs; Kumi’s specific grants, targets, and payouts are not disclosed in the proxies.
Equity Ownership & Alignment
- Ownership guidelines: Other Executive Leadership Team Section 16 Officers must hold 2× base salary in company shares; value measured by the 200‑day average closing price at year‑end; compliance reviewed annually by the Nominating & Governance Committee .
- Anti‑hedging/anti‑pledging: Strict prohibitions on hedging, short sales, holding company stock in margin accounts, or pledging as collateral; pre‑clearance and blackout windows apply to “Access Persons” (includes directors and Section 16 officers) .
- Insider trading controls: Quarterly trading restrictions beginning near quarter‑end until after earnings release/call; Rule 10b5‑1 plans permitted with pre‑clearance .
Employment Terms
- Agreements: No individual employment agreements for executive officers other than the CEO and former Executive Chair .
- Change‑in‑control: A new executive change‑in‑control plan effective 2025 implements double‑trigger benefits (payouts only upon qualifying termination in connection with a change in control) .
- Clawbacks: Dodd‑Frank compliant clawback for restatements (3‑year lookback) and a general clawback policy for misconduct, materially inaccurate metrics, or risk failures; applicable to current and former executive officers .
- Insider trading policy: Pre‑clearance required; quarterly blackout windows; Rule 10b5‑1 trading plans allowed under policy .
Company Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($USD Millions) | $349 | $533.7 |
| Diluted EPS ($) | $1.78 | $2.55 |
| Net Interest Margin (%) | 3.91% | 3.57% |
| Efficiency Ratio (%) | 65.59% | 57.14% |
| ROA (%) | 0.70% | 1.03% |
| ROE (%) | 7.81% | 10.55% |
| ROTCE (%) | 11.46% | 15.31% |
| Operating PPNR ($USD Millions) | $909.7 | $870.7 |
| Total Shareholder Return (TSR, %) | -5.9% | 8.0% |
Say‑on‑pay results (advisory NEO compensation vote):
| Year | Approval (%) |
|---|---|
| 2023 | >97% |
| 2024 | 55% |
Investment Implications
- Alignment: Strong governance architecture around executive incentives—double‑trigger CIC, robust clawbacks, and anti‑hedging/pledging—reduces misalignment and hedging-related sell pressure; ownership guidelines require meaningful skin‑in‑the‑game for Section 16 officers, including the General Counsel .
- Visibility: Kumi’s individual compensation, grants, and share ownership are not separately disclosed (she is not an NEO), limiting direct pay‑for‑performance analysis; however, her role as Corporate Secretary/GC is central to disclosure quality and governance (signed proxies and 8‑K) .
- Program signals: Corporate annual incentive tied to audited Operating PPNR and PSU metrics tied to peer‑relative ROTCE/TSR provide measurable performance linkage; management delivered operating efficiency initiatives and improved EPS/returns in 2024, but TSR lagged peers, reflected in a weaker 2024 say‑on‑pay outcome focused on the former Executive Chair arrangement rather than broad program design .
- Retention risk: Executive officers without individual employment agreements rely on the general executive CIC plan; governance features and equity programs suggest reasonable retention mechanisms, but the absence of disclosed Kumi‑specific severance terms means limited visibility on her individual economics .