Luis F. Machuca
About Luis F. Machuca
Luis F. Machuca (age 67) is an independent director of Columbia Banking System, Inc. (COLB) since 2010. He is the former President and Chief Executive Officer of Enli Health Intelligence Corporation (2002–sale on December 31, 2020) and holds degrees in Electrical Engineering (B.S.) and Industrial Engineering (M.S.) from Purdue University . He is currently Chair of COLB’s Compensation Committee and serves on the Enterprise Risk Management and Nominating & Governance Committees; the Board has affirmatively determined he is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enli Health Intelligence Corporation | President & CEO | Jan 2002 – Dec 31, 2020 (sale) | Led healthcare applications company; operational leadership |
| Umpqua Holdings (pre-merger) | Compensation Committee Chair | Until Feb 28, 2023 merger | Chaired Umpqua’s comp committee; transitioned to COLB Comp Committee Chair at merger close |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UpHealth, Inc. (NYSE: UPH) | Director | Dec 2022 – present | Public company board experience |
| Cambia Health Systems | Director | Not disclosed | Nonprofit health care board service |
Board Governance
- Committee assignments: Compensation Committee (Chair), Enterprise Risk Management Committee (member), Nominating & Governance Committee (member) .
- Committee activity in 2024: Compensation (6 meetings), ERM (4), Nominating & Governance (4). All standing committees are fully independent under Nasdaq standards .
- Independence: Board determined all nominees other than the CEO are independent; Machuca is independent .
- Attendance: The Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings. All directors attended the annual meeting except Mr. Schultz .
- Executive sessions: Independent directors met without management (three meetings in 2024) .
- Shareholder engagement: Following a 55% say‑on‑pay approval in 2024, the Compensation Committee (chaired by Machuca) enhanced outreach—contacting 44 institutions (>80% of outstanding shares), with 12 investors (50% of shares) engaging and independent directors joining 10 of 12 discussions .
Fixed Compensation
| Component (Non‑Employee Directors) | Annual Amount (USD) | Notes |
|---|---|---|
| Board member cash retainer | 57,000 | Applies 2023–2024 and 2024–2025 service years |
| Committee chair retainer – Compensation | 14,500 | Machuca is Chair |
| Committee member retainer – Compensation | 7,300 | For non‑chair members |
| Committee member retainer – Other standing committees | 4,800 | ERM, Nominating & Governance |
| Annual equity retainer (restricted stock) | 85,000 | Restricted stock; vests at end of service year |
2024 Director Compensation (paid/accrued):
| Name | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| Luis F. Machuca | 81,033 | 84,999 | 5,800 | 171,832 |
- Equity grant detail: 4,183 restricted shares granted May 10, 2024; vests May 10, 2025; dividends paid only upon vesting; automatic vest on death/disability/change‑in‑control per plan terms .
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 5x the cash retainer; all non‑employee directors were in compliance at year‑end 2024 .
- Anti‑hedging/pledging: Hedging, short sales, and pledging of Company stock prohibited for directors and other Access Persons; pre‑clearance and trading windows apply .
Performance Compensation
Note: Directors do not receive performance‑based pay; as Compensation Committee Chair, Machuca oversees executive incentive metrics.
Annual Cash Incentive (2024 NEOs):
| Metric | 2024 Target | Threshold Payout | Target Payout | Maximum Payout | 2024 Actual | Result/Payout |
|---|---|---|---|---|---|---|
| Operating PPNR (corporate metric, 80% weighting) | $852.3m | 50% at >$809.7m | 100% at ≥$852.3m | 200% at >$1,022.8m | $870.7m | 125% corporate component |
Performance Stock Units (PSUs) – 2024 awards:
| Metric | Measurement | Peer Benchmark | Vesting Scale |
|---|---|---|---|
| ROTCE (relative) | Company Avg ROTCE (2024–2026) / Peer Avg ROTCE | Compensation Committee peer group | 50% at 50%; 100% at 100%; 150% at ≥150% (linear interpolation) |
| TSR (relative) | Company TSR vs Peer Median TSR (20 trading day averaging) | Compensation Committee peer group | 50% at 50%; 100% at 100%; 150% at ≥150% (linear interpolation) |
Long‑term incentive mix for NEOs (illustrative): PSUs 60%, RSUs 40% (e.g., CEO) . Clawbacks: Dodd‑Frank‑compliant recovery policy and broader Company clawback policy covering misstatement, misconduct, risk failures, and covenant breaches . Independent consultant: Mercer engaged; independence assessed; 2024 fees $100,000; other affiliate services $891,337; committee confirmed no conflicts .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| UpHealth, Inc. (NYSE: UPH) | Public | No compensation committee interlocks disclosed for 2024; none of COLB executives served on another entity’s comp committee whose executive served on COLB’s comp committee |
| Cambia Health Systems | Nonprofit | Ordinary course banking relationships for directors/officers conducted on market terms; no unfavorable features per Related Party Transaction Policy |
Expertise & Qualifications
- Qualifications matrix indicates Machuca brings Banking/Financial Services; President/CEO leadership; Public company director; Senior executive experience; Technology/InfoSec; M&A/Capital Markets; and Professional Corporate Governance expertise .
- Education: B.S. Electrical Engineering and M.S. Industrial Engineering, Purdue University .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Luis F. Machuca | 67,733 | Includes 4,183 unvested time‑based restricted shares vesting within 60 days; <1% of outstanding shares |
- Ownership guideline compliance: All non‑employee directors in compliance at YE 2024 .
- Anti‑pledging/hedging: Prohibited .
- Section 16 compliance: No delinquent reports noted for Machuca; one inadvertent late Form 4 for Mr. Schultz .
Governance Assessment
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Board effectiveness: Machuca chairs an independent Compensation Committee that enhanced investor outreach after a low 55% say‑on‑pay in 2024, engaging investors representing ~50% of shares and incorporating independent directors in dialogues—evidence of responsiveness and governance maturity . The committee reaffirmed pay‑for‑performance constructs (Operating PPNR, relative ROTCE/TSR) and avoided one‑time awards in 2024 .
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Independence, attendance, and structure: Fully independent committee memberships; Board/committee attendance ≥75% for all directors; separation of Chair/CEO maintained post‑merger, with independent Chair elected in 2025—a positive governance signal .
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Compensation design oversight: Clawback policies (Dodd‑Frank and broader Company), independent consultant with confirmed independence, peer benchmarking, and anti‑hedging/pledging strengthen alignment and risk controls .
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Director pay & alignment: Mix of cash plus time‑vested restricted stock (annual $85k equity) and compliance with ownership guidelines supports alignment, with prohibited hedging/pledging enhancing signal quality .
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Related party exposure: Transactions with directors/officers conducted at market terms with audit committee oversight; no adverse features disclosed—low conflict risk .
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RED FLAGS and risk mitigants:
- RED FLAG: 2024 say‑on‑pay support at 55% highlighted investor concern over the pre‑merger Executive Chair agreement’s perceived single‑trigger elements; Mitigant: Company adopted a double‑trigger change‑in‑control plan effective 2025 and enhanced shareholder engagement; Machuca’s committee led disclosure and response .
- Policy guardrails: No employment agreements for executives other than CEO/former Executive Chair; anti‑hedging/pledging; independent committees; clawbacks—reduce governance risk .
Overall, Machuca’s profile—long tenure, compensation chairmanship, and healthcare technology leadership—supports board oversight quality at COLB, with recent responsive actions to investor feedback on compensation a positive governance signal for investor confidence .