Ron L. Farnsworth
About Ron L. Farnsworth
Ron L. Farnsworth, age 54, is Executive Vice President, Chief Financial Officer and Principal Financial Officer of Columbia Banking System (COLB) since March 2023; he has served as Executive Vice President and CFO at Umpqua Bank since January 2008, and as Principal Financial Officer from May 2007 to February 2023 . Company 2024 performance included net income of $533.7 million, diluted EPS of $2.55, ROTCE of 15.31%, and TSR of 8.0%, with efficiency ratio improving to 57.14% . Shareholders approved the 2024 say‑on‑pay at 55%, which the Compensation Committee addressed via enhanced investor outreach and reaffirmed pay‑for‑performance design anchored on operating PPNR, ROTCE, and TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Columbia Banking System | EVP, CFO and PFO | Mar 2023–present | Senior finance leadership post‑merger; responsible for investor communications and efficiency initiatives . |
| Umpqua Bank | EVP, CFO | Jan 2008–Feb 2023 | Led finance function; continuity through merger and systems conversion . |
| Umpqua (pre‑Bank) | Principal Financial Officer | May 2007–Feb 2023 | Principal financial reporting leadership . |
External Roles
No external public company directorships or committee roles disclosed for Farnsworth in this filing .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $475,000 | $605,000 (6% increase YoY) |
| Target Annual Bonus % of Salary | 80% | 85% (raised 5 pts) |
Performance Compensation
| Component | Metric details | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive – Corporate | Operating PPNR; target $852.3m; payout curve Threshold→Max; audited, non‑GAAP defined; reconciled to $870.663m 2024 | 80% | $852.3m | $870.663m → 125% payout | Cash paid Q1 2025 |
| Annual Cash Incentive – Individual (Farnsworth) | Efficiency ratio ≤2.05% (Q4), investor relations process enhancements, IT/data efficiency and expense reduction vs Q4’23 | 20% | Company‑set goals | Achieved → 100% payout | Cash paid Q1 2025 |
| Total Annual Incentive (Farnsworth) | Sum of corporate and individual | — | $514,250 target | $617,100 (120% of target) | — |
| Long‑Term Equity – RSUs (2024 grant) | Time‑vest; ratable over 3 years (Mar 1 2025/2026/2027) | — | 19,026 units; $809,160 FV (with PSUs) | Service‑based vest schedule | 1/3 annually |
| Long‑Term Equity – PSUs (2024 grant) | 60% PSUs; cliff vest after 3‑year period based on relative ROTCE and TSR vs peer group; linear between 50%–150% | — | Target 28,538; Threshold 14,269; Max 42,807 | Earned based on ROTCE/TSR outcomes over 2024–2026; dividends only on vested PSUs | After performance period |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 136,452 COLB shares (direct/indirect) as of Mar 17, 2025; <1% of shares outstanding . |
| Shares outstanding | 210,114,698 as of Mar 17, 2025 . |
| Ownership as % of outstanding | ~0.065% (136,452 ÷ 210,114,698) . |
| Unvested RSUs at YE 2024 | 33,398 units; market value $902,080 (at $27.01 close) . |
| Unvested PSUs at YE 2024 (target) | 47,270 units; payout value $1,276,763 (at $27.01) subject to performance . |
| Upcoming vesting dates (RSUs) | 2022 RSUs vested Feb 28, 2025; 2023 RSUs vest 50% Feb 15, 2025 and 50% Feb 15, 2026; 2024 RSUs vest one‑third Mar 1, 2025/2026/2027 . |
| Option awards | None; equity mix is RSUs/PSUs; no current option grants . |
| Ownership guidelines | Executives must meet stock ownership guidelines; Farnsworth compliant at year‑end 2024 . |
| Hedging/pledging | Prohibited for Access Persons; no margin pledging permitted . |
| Trading policy | Pre‑clearance required; quarterly blackout windows; Rule 10b5‑1 plans permitted under policy . |
| 2024 vesting realized | 25,322 shares vested; $519,737 value realized . |
Employment Terms
| Provision | Terms and amounts |
|---|---|
| Letter Agreement (Mar 1, 2023) | Cash retention award $1,800,000: 34% vested at systems conversion (Apr 2023), 33% Apr 2024, 33% Apr 2025, subject to continued employment . |
| Severance (no CIC) | One times annual base salary, payable over 12 months; unvested retention tranche payable in lump sum within 60 days . |
| Severance (CIC; double‑trigger) | Two times annual base salary plus two times target annual bonus, payable over 24 months; prorated target bonus, 24 months COBRA reimbursement; service‑vested equity accelerates; PSUs shown at target (actual vests per performance) . |
| 2024 scenario values (illustrative) | Termination w/o cause (no CIC): Cash/severance $1,199,000; equity vesting FMV $2,178,843. CIC termination: Cash/severance $2,832,500; healthcare $51,842; equity vesting FMV $2,178,843 . |
| Clawback | Dodd‑Frank compliant clawback for accounting restatements plus broader misconduct/risk‑failure clawback over prior 3 years . |
| Equity plan terms | Repricing of underwater options prohibited without shareholder approval; minimum 12‑month vest standard; robust CIC treatment for awards, including assumption or cash‑out . |
Compensation Structure Analysis
- Mix and alignment: Farnsworth’s 2024 total direct compensation opportunity was $1.97 million at target, with 43% cash (salary + target bonus) and 57% equity (PSUs/RSUs), and at least 50% of executive equity in PSUs tied to relative ROTCE and TSR, reinforcing long‑term alignment .
- Performance stringency: 2024 corporate metric (operating PPNR) set at $852.3m target with a rigorous payout curve; actual $870.663m yielded 125% corporate payout; Farnsworth’s individual component paid 100% based on efficiency, investor relations, and IT/data expense objectives .
- Say‑on‑pay context: 2024 approval at 55% driven by legacy Executive Chair arrangements; committee enhanced engagement and reaffirmed double‑trigger CIC standards going forward .
- Risk controls: Clawbacks, anti‑hedging/pledging, no excessive perquisites, dividends on equity only upon vesting, and equity plan anti‑repricing protections .
Related Party Transactions, Red Flags, and Policies
- Insider trading controls: Strict pre‑clearance and blackout periods; Rule 10b5‑1 plans permissible under policy .
- Hedging/pledging: Prohibited; supports alignment by preventing collateralization risk .
- Repricing/modification: Prohibited without shareholder approval; mitigates pay inflation risk .
- Director/insider lending: Banking relationships conducted at market terms; no unusual collectability risk .
Equity Grants and Vesting Detail (2024 Grant)
| Instrument | Grant date | Counts | Fair value basis | Vest schedule |
|---|---|---|---|---|
| RSUs | Mar 1, 2024 | 19,026 | Closing price $17.87 | 1/3 on Mar 1, 2025/2026/2027 |
| PSUs (ROTCE+TSR) | Mar 1, 2024 | Target 28,538; Threshold 14,269; Max 42,807 | 50% stock price ($17.87), 50% Monte Carlo ($15.01) | Cliff after 2024–2026 based on relative performance, 50%–150% linear |
Employment & Contracts (Retention Risk)
- Retention awards: Final tranche of Farnsworth’s retention award scheduled April 2025, contingent on continued employment; creates near‑term retention hook .
- Unvested equity: Significant RSU/PSU overhang through 2027 (RSUs) and 2026 (PSUs) strengthens medium‑term retention .
- CIC terms: Double‑trigger only; balanced accelerations and cash severance multiples comparable to peers .
Investment Implications
- Alignment and incentives: CFO’s pay design anchors on operating profitability (PPNR) and multi‑year ROTCE/TSR relative performance, supporting disciplined balance sheet optimization and capital returns .
- Near‑term selling pressure risk: Concentrated RSU vest dates in Q1 (Feb–Mar) could create predictable Form 4 flow; anti‑hedging/pledging mitigates leverage risk, while blackout windows and potential 10b5‑1 plans shape trading patterns .
- Retention outlook: Final cash retention tranche in Apr 2025 and sizable unvested PSUs/RSUs reduce immediate departure risk; broader clawbacks and double‑trigger CIC limit windfalls .
- Governance signal: 2024 say‑on‑pay at 55% and committee’s outreach underscore investor sensitivity; ongoing emphasis on efficiency and deposit pricing improvements ties to EPS and ROTCE trajectories .