Mark A. Finkelstein
About Mark A. Finkelstein
Independent director (age 66), serving on Columbia Banking System’s board since 2014. Current role: director of Christensen, Inc.; prior roles include Chief Legal and Administrative Officer and Secretary at Blucora (2014–2017) and EVP–Corporate Development/General Counsel/Corporate Secretary at Emeritus, with strategy advisory work for investment firms in the U.S. and Europe. Education: B.A. (Economics, High Honors) and J.D., University of Michigan; NACD Board Leadership Fellow. Independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blucora, Inc. | Chief Legal & Administrative Officer; Secretary | Sep 2014 – Jun 2017 | Senior legal leadership at a public company |
| Emeritus Corporation | EVP–Corporate Development; General Counsel; Corporate Secretary | Not disclosed | Corporate transactions and governance expertise |
| Private investment firms (US/EU) | Strategy Advisor | Not disclosed | M&A, governance, corporate strategy |
| Seattle Children’s Healthcare System | Trustee Committee Member | Former member | Governance, Audit & Compliance Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Christensen, Inc. | Director | Current | Fuel/lubricants/propane industry solutions provider |
| NACD Northwest Chapter | Board Member | Current | Professional governance community; NACD Board Leadership Fellow |
| Public company directorships | None | — | No current public-company board service |
Board Governance
- Committee assignments: Compensation; Enterprise Risk Management (ERM); Nominating & Governance (not a chair on these committees).
- Committee meeting cadence (2024): Compensation (6), ERM (4), Nominating & Governance (4); Board met seven times.
- Attendance: Each director attended at least 75% of Board and committee meetings; directors expected at annual meeting (all attended last year except Mr. Schultz).
- Independence status: Independent director; Board committees composed entirely of independent directors.
- Governance framework: Independent Board Chair (effective Apr 1, 2025), regular executive sessions, annual Board/committee self-evaluations, majority voting standard; anti-hedging/anti-pledging and ownership guidelines in place.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board member annual retainer (cash) | 57,000 | Standard non-employee director cash retainer |
| Committee member annual retainers (typical) | Audit: 9,700; Compensation: 7,300; Other standing committees: 4,800 | Applies per committee membership |
| Director-specific cash fees earned | 67,742 | Actual 2024 fees for Finkelstein |
| All other compensation | 5,800 | Dividends received upon vesting of prior equity award |
| Total cash/other for FY2024 | 73,542 | Fees + other compensation |
| Annual equity retainer (grant-date value) | 85,000 | Restricted stock; standard for 2024–2025 service year |
| Director-specific stock awards (FY2024) | 84,999 | RS award granted May 10, 2024; vests May 10, 2025 (4,183 shares) |
Performance Compensation
- Directors receive time-based restricted stock awards; no performance conditions are attached to director equity (awards vest at end of service year; accelerated vest only upon death, disability, or change in control per plan terms).
| Performance Metric | Used for Director Equity? | Basis/Notes |
|---|---|---|
| TSR | No | Director equity is service-based restricted stock |
| ROTCE | No | Not applied to director grants |
| Annual Incentive Metrics | No | Directors do not receive performance cash incentives |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock with COLB |
|---|---|---|---|
| Christensen, Inc. (private) | Director | Not disclosed | None disclosed; no related-party transactions noted with Columbia |
| NACD Northwest Chapter | Board Member | Not disclosed | Professional association; no conflicts disclosed |
Expertise & Qualifications
- Skills matrix indicates Banking/Financial Services; Senior Executive Officer experience; Professional Corporate Governance; M&A/Capital Markets.
- Legal and corporate governance depth; mergers and acquisitions and transaction execution capabilities; NACD Board Leadership Fellow credential.
Equity Ownership
| Data Point | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of Mar 17, 2025) | 28,223 shares | Includes 4,183 unvested time-based RS counted as beneficial (voting, no investment power; vest within 60 days) |
| Ownership % of shares outstanding | <1% (indicated by *) | Aggregate director/executive group ownership: 1,429,836 shares |
| Stock ownership guideline | 5x annual cash retainer for non-employee directors | All non-employee directors satisfied guidelines at YE2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy and Corporate Governance Policy | Pre-clearance and quarterly trading windows apply |
Governance Assessment
- Board effectiveness: Finkelstein contributes legal, governance, and M&A expertise across Compensation, ERM, and Nominating committees; committees are independent with defined charters and risk oversight (including cybersecurity) embedded in ERM.
- Independence and attendance: Independence affirmed; minimum attendance thresholds met; strong governance practices (independent Chair; executive sessions; annual evaluations).
- Alignment and incentives: Director pay balanced between cash retainers/committee fees and service-based equity; robust ownership guidelines and anti-hedging/pledging policies; Finkelstein’s 2024 comp mix was $67,742 cash and $84,999 equity.
- Potential conflicts: No related-party transactions disclosed beyond ordinary-course banking relationships for directors at market terms; policy requires Audit Committee approval for any related-party transactions and limits paid board service to preserve independence.
- Investor confidence signals: The Board and Compensation Committee enhanced shareholder outreach after a 55% say‑on‑pay approval in 2024; go‑forward executive change‑in‑control provisions are double‑trigger, and clawback policies were updated under Dodd‑Frank. As a Compensation Committee member, Finkelstein is part of the governance response to shareholder feedback.
RED FLAGS: 2024 say‑on‑pay approval at 55% is a cautionary signal on compensation governance and investor alignment, though the Board/Compensation Committee instituted enhanced engagement and reiterated double‑trigger standards and clawbacks.