Maria M. Pope
About Maria M. Pope
Maria M. Pope (age 60) is Columbia Banking System’s independent Board Chair effective April 1, 2025, and has served as a director since 2014. She is President and CEO of Portland General Electric (PGE), having been appointed President on October 1, 2017 and CEO on January 1, 2018; prior roles include Senior Vice President, Power Supply, Operations, and Resource Strategy (2013–2018) and Vice President, CFO and Treasurer (joined in 2009). She previously served as CFO of two publicly traded companies in the high tech and natural resources industries, holds a BA from Georgetown University and an MBA from Stanford GSB, and is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Portland General Electric (PGE) | President & CEO | 2018–present | CEO leadership of regulated utility; operational oversight |
| Portland General Electric (PGE) | President | 2017–2018 | Executive leadership |
| Portland General Electric (PGE) | SVP, Power Supply, Operations, Resource Strategy | 2013–2018 | Oversight of operations and resource strategy |
| Portland General Electric (PGE) | VP, CFO & Treasurer | Joined 2009 | Corporate finance leadership |
| Public companies (high tech, natural resources) | Chief Financial Officer | Prior to PGE | CFO of two publicly traded companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Portland General Electric Company (NYSE: POR) | Director | 2018–present | Public company board seat |
| Oregon Business Council | Board Chair | Current | Regional economic leadership |
| Edison Electric Institute | Board Chair | Current | Industry policy and utility leadership |
| Electric Power Research Institute (EPRI) | Past Board Chair | Prior | Energy research governance |
| Federal Reserve Bank of San Francisco, Portland Branch | Board/Branch service | Current | Regional monetary/economic oversight |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined all directors other than CEO Clint Stein are independent; Pope is independent |
| Board Chair | Board elected Pope as independent Chair effective April 1, 2025; no Lead Independent Director needed while Chair is independent |
| Committee assignments | Compensation; Enterprise Risk Management (ERM); Nominating & Governance |
| Attendance | Board met 7 times in 2024; each director attended ≥75% of Board and committee meetings; independents held 3 executive sessions without management |
| Director commitment policy | Prior consultation for new boards; limit of paid board service to ≤3 in addition to Columbia’s board (unless grandfathered) |
| Shareholder rights & governance | Majority voting for uncontested elections; annual elections; anti-hedging/anti-pledging; stock ownership guidelines; annual evaluations |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board member annual cash retainer | $57,000 | 2023–2024 and 2024–2025 unchanged |
| Lead Independent Director retainer | $54,700 | Where applicable |
| Committee chair retainers (Audit; Compensation; Other) | $18,200; $14,500; $10,900 | |
| Committee member retainers (Audit; Compensation; Other) | $9,700; $7,300; $4,800 | |
| Annual equity retainer (restricted stock) | $85,000 | RS vests at end of service year; accelerated on death, disability, change-in-control |
2024 Director Compensation – Maria M. Pope:
| Metric | 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash ($) | 68,967 | Reflects committee roles |
| Stock awards ($) | 84,999 | 4,183 shares granted May 10, 2024; vests May 10, 2025 |
| Change in pension value & nonqualified deferred comp earnings ($) | — | No above‑market earnings reported |
| All other compensation ($) | 5,800 | Dividends upon vesting of prior awards |
| Total ($) | 159,766 |
Performance Compensation
Directors receive time-based restricted stock; no options or performance-based stock metrics are used for directors. 2024–2025 director equity award: restricted stock valued at $85,000, granted May 10, 2024, 4,183 shares for Pope, vests May 10, 2025; unvested RS awards accelerate upon death, disability, or change-in-control .
| Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock | May 10, 2024 | 4,183 shares; $84,999 | Vests May 10, 2025 | Annual equity retainer under 2024 Equity Plan; time-based |
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| Portland General Electric (POR) | Public company | External directorship disclosed; no related-party transactions with Columbia disclosed |
| Oregon Business Council; Edison Electric Institute; EPRI | Industry/nonprofit | Leadership roles; compensation status not disclosed; director commitment policy limits paid boards |
| FRB San Francisco, Portland Branch | Public sector | Monetary/economic oversight; not a Columbia transaction counterparty disclosure |
The proxy’s related party section indicates director/officer banking relationships are ordinary course, at market terms, without abnormal risk; no specific related-party transactions involving Pope were disclosed .
Expertise & Qualifications
- CFO experience at three public companies; current public company CEO; deep finance, operations, and risk oversight. Committee service on Compensation, ERM, and Nominating & Governance aligns with her background .
- Qualifications matrix shows banking/financial services, senior executive leadership, governance, M&A/capital markets, and audit financial expert qualifications broadly represented across board; Pope is cited for senior executive, governance, public company strategy experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Maria M. Pope | 44,187 | <1% | Includes 4,183 unvested time-based RS (voting but no investment power; vest within 60 days) |
- Stock ownership guidelines require non-employee directors to hold shares equal to 5x the annual cash retainer; as of YE 2024 all non‑employee directors, including Pope, satisfied guidelines .
- Anti-hedging and anti-pledging policies prohibit hedging/monetization, short sales, margin accounts, or pledging; pre-clearance and blackout windows apply to Access Persons .
Shareholder Votes & Engagement Signals
| Item | Result |
|---|---|
| 2025 Director election – Maria M. Pope | For: 182,214,138; Against: 1,843,787; Abstentions: 154,496; Broker non-votes: 11,005,513 |
| 2025 Say‑on‑pay | For: 179,265,562; Against: 4,429,045; Abstentions: 517,814; Broker non‑votes: 11,005,513 |
| 2024 Say‑on‑pay (advisory result) | 55% favorable (vs >97% prior year) |
Board/management expanded shareholder engagement in late 2024–early 2025 (contacted shareholders representing >80% of shares; directors involved in 10 of 12 discussions) and highlighted changes including 2025 double‑trigger change‑in‑control plan standard; investors’ primary concern was merger‑related Executive Chair compensation terms rather than overall pay design .
Compensation Committee Analysis
- Membership in 2024 included Pope; chaired by Luis F. Machuca; independent consultant Mercer engaged; committee confirmed consultant independence under SEC/Nasdaq standards .
- Fees to Mercer for executive/director compensation consulting: $100,000; other Marsh & McLennan affiliates provided health/welfare plan services ($891,337); committee concluded no conflicts; fees were ~0.004% of Marsh & McLennan revenue .
Related Party Transactions & Conflicts
- Related party policy requires Audit Committee approval/ratification and arm’s-length terms; director/officer banking relationships were ordinary course, market terms, normal risk; no unfavorable features; no specific transactions involving Pope disclosed .
- Insider trading policy prohibits hedging/pledging; requires pre-clearance and observes blackout windows .
- Director commitment policy requires prior consultation and caps paid board service (≤3) beyond Columbia; monitor cumulative compensated roles over time .
Governance Assessment
- Strengths: Independent Board Chair (Pope) separating chair/CEO roles; 100% independent standing committees; robust anti‑hedging/pledging and stock ownership guidelines compliance; strong shareholder engagement response post‑2024 say‑on‑pay; ERM oversight (including cybersecurity) with committee‑level governance where Pope serves .
- Signals: 2025 shareholder support for Pope’s re‑election was very strong (182.2M For vs. 1.84M Against), and say‑on‑pay support improved materially from 2024’s 55% advisory result following outreach and policy clarifications (e.g., double‑trigger CIC standard) .
- Watch items/RED FLAGS: 2024 say‑on‑pay at 55% indicates prior investor dissatisfaction tied to merger‑related Executive Chair arrangements; while not director‑specific pay, Pope’s Compensation Committee membership makes continued responsiveness and transparent pay practices key to investor confidence . No disclosed related‑party transactions involving Pope; ordinary‑course banking relationships noted generally .
Overall: Pope’s finance/CEO credentials and independence, coupled with her committee roles, align with board effectiveness priorities. Post‑merger governance adjustments (independent chair, removal of legacy bylaw constraints) and enhanced engagement have addressed prior sentiment risks, but compensation oversight will remain a focal point for investors given 2024 vote history .