Randal L. Lund
About Randal L. Lund
Independent director of Columbia Banking System (COLB) since 2017; age 67. Former KPMG partner for 37 years and retired AICPA member; NACD Board Leadership Fellow; designated audit committee financial expert. Serves as Audit Committee Chair (since 2019), and member of the Enterprise Risk Management (ERM) and Umpqua Bank Trust Committees; determined independent by the Board. Education: B.S. in Accounting, Montana State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Partner | 37 years | Led audits, SEC/EQC reviews; IPOs/M&A; deep GAAP/IFRS application |
| NACD (Portland Chapter) | Advisory Board (past) | n/a | Governance advisory |
| Financial Executives International (Portland Chapter) | Program Committee (past) | n/a | Finance leadership engagement |
| Software Association of Oregon | Board member (past) | n/a | Tech industry oversight |
| Oregon Society of CPAs | Board member (past) | n/a | Professional standards |
| Metropolitan Family Services | Board member (past) | n/a | Community nonprofit governance |
External Roles
| Company/Organization | Role | Committees | Status |
|---|---|---|---|
| Public company boards | None | — | Current: none |
Board Governance
- Committee assignments and roles: Audit Committee Chair; member, ERM Committee; member, Umpqua Bank Trust Committee .
- Audit Committee activity: 8 meetings in 2024; committee met with internal/external auditors; recommended inclusion of audited financials; Deloitte retained as auditor .
- Independence and leadership: Board affirms independence for all nominees except CEO; independent Board Chair; mandatory retirement age 75 .
- Attendance and engagement: Board met 7 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting except Mr. Schultz; independent directors held 3 executive sessions .
- 2025 shareholder support: Re-elected with 183,281,206 “For”, 779,090 “Against”, 152,125 abstentions; Say-on-Pay 2025 “For” 179,265,562 vs. 4,429,045 “Against” (rebound from 55% support in 2024 noted by the Compensation Committee) .
Fixed Compensation
- Structure (2024–2025 year of service): Cash board retainer $57,000; committee chair retainers—Audit $18,200; Compensation $14,500; other standing committees $10,900; committee member retainers—Audit $9,700; Compensation $7,300; other committees $4,800 .
- 2024 actuals for Lund:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 86,625 |
| All Other Compensation (dividends on vested awards) | 5,800 |
| Total Cash/Other | 92,425 |
Performance Compensation
- Director equity is service-based restricted stock; no performance metrics apply. 2024–2025 annual grant valued at $85,000, granted May 10, 2024, 4,183 shares, vesting May 10, 2025 .
| Grant Date | Award Type | Shares | Grant-Date Fair Value ($) | Vest Date | Performance Conditions |
|---|---|---|---|---|---|
| May 10, 2024 | Restricted Stock (Director Retainer) | 4,183 | 84,999 | May 10, 2025 | None (service-based) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks |
|---|---|---|---|
| None | — | — | None reported |
Expertise & Qualifications
- Audit committee financial expert; extensive public company audit and financial reporting oversight; deep GAAP/IFRS, SEC, and internal controls knowledge .
- Risk management and governance: ERM Committee member; NACD Board Leadership Fellow .
- Banking/financial services oversight experience via COLB board service .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Notes | Ownership as % of Outstanding |
|---|---|---|---|
| Randal L. Lund | 21,332 | Includes 1,000 shares in family trust; includes 4,183 unvested time-based restricted shares vesting within 60 days for directors (general note) | <1% (per table notation) |
- Ownership alignment policies: Directors must hold shares equal to 5x annual cash retainer; as of year-end 2024, all non-employee directors met the guideline. Anti-hedging and anti-pledging policies in place; pre-clearance and blackout windows apply .
Governance Assessment
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Strengths
- Long-tenured Big Four partner and audit committee financial expert leading the Audit Committee since 2019, with robust committee cadence in 2024 (8 meetings) and clear auditor oversight processes; independence affirmed .
- Strong shareholder support in 2025 director election; improved Say-on-Pay outcome, reflecting board/shareholder engagement response to 2024 concerns .
- Solid director alignment: equity retainer plus ownership guideline compliance; prohibitions on hedging/pledging .
-
Watch items / Red flags to monitor
- 2024 Say-on-Pay received only 55% support; while addressed via enhanced outreach and governance responses, continued monitoring of compensation oversight and investor feedback is warranted (committee-level but relevant to overall board effectiveness) .
- Related-party exposure: ordinary-course banking relationships with directors exist but disclosed as market terms under the Related Party Transaction Policy; no Lund-specific related-party transactions disclosed .
-
Independence, attendance, engagement
- Board confirms director independence (excluding CEO); Lund attended ≥75% of meetings; independent directors held regular executive sessions .
-
Committee service load and expertise fit
- Audit (Chair), ERM, and Trust Committee roles align with accounting/audit background and risk oversight expertise; serves as one of the board’s financial experts .