S. Mae Fujita Numata
About S. Mae Fujita Numata
Independent director since 2012 (age 68), Numata is a former banker (24 years) and media-industry CFO (11 years) who founded Numata Consulting PLLC providing interim executive leadership to privately owned companies. She is designated by the Board as an Audit Committee financial expert and serves as Chair of the Umpqua Bank Trust Committee, with additional service on the Audit and Enterprise Risk Management Committees; she holds a BBA/Accounting from the University of Washington . The Board affirms her independence (all directors other than the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National consulting firm | Partner | Not disclosed | Advisory/consulting leadership |
| Media company | Chief Financial Officer | 11 years | Financial leadership in operating environment |
| Banking industry | Banker | 24 years | Lending/financial services expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GeoEngineers, Inc. | Incoming Board Chair; Finance Committee Chair; member of 3 other committees | Current/incoming | Governance and finance oversight |
| Uwajimaya, Inc. | Lead Director | Current | Board leadership |
| Girl Scouts of Western Washington | Board Chair (past) | Through Feb 2021 | Nonprofit governance |
| Public company directorships | None | — | — |
Board Governance
- Committee assignments: Umpqua Bank Trust Committee (Chair), Audit Committee, Enterprise Risk Management (ERM) Committee .
- Audit Committee financial expert designation (Board-determined) .
- Independence: Yes (all directors except CEO independent) .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of board and committee meetings; independent directors held three executive sessions; annual meeting attendance noted (exception was Mr. Schultz) .
- 2024 committee meeting cadence (context for workload): Audit (8), ERM (4). Trust Committee meeting count not separately disclosed .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Umpqua Bank Trust Committee | Chair | Not disclosed | Standing subsidiary committee; counted as “other standing committee” for director fees |
| Audit Committee | Member; Financial Expert | 8 | Oversees financial statements, auditors, disclosure controls incl. cybersecurity |
| Enterprise Risk Management Committee | Member | 4 | Oversees risk appetite, liquidity/credit/operational/cyber risk |
Fixed Compensation
- Standard non-employee director fee schedule (2024–2025 service year): Cash retainer $57,000; committee member retainers—Audit $9,700, ERM $4,800, “other standing committees” (incl. Trust Committee) $4,800; chair retainers—Audit $18,200, Compensation $14,500, other standing committees $10,900; annual equity retainer $85,000 .
- 2024 actual director compensation (Numata):
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $79,933 |
| Stock Awards (grant-date value) | $84,999 |
| Non-Equity Incentive Comp | — |
| Change in Pension Value/Deferred Comp Earnings | $25,023 (above‑market earnings on deferred comp) |
| All Other Compensation | $5,800 (dividends upon vesting on 2023 grant) |
| Total | $195,755 |
Notes:
- Non-employee directors received a time-based restricted stock award valued at $85,000 for 2024–2025 service, vesting May 10, 2025, under the 2024 Equity Plan; prior year (2023–2024) award vested May 18, 2024 under the 2018 plan .
- Stock ownership guideline: directors must hold shares equal to 5× the annual cash retainer; all non-employee directors were in compliance at YE2024 .
Performance Compensation
Directors receive time-based restricted stock (no performance metrics) as annual equity retainer; dividends are paid only upon vesting . No options or performance share metrics apply to directors.
| Equity Grant (Director) | Grant Value | Shares | Vesting | Plan | Dividends |
|---|---|---|---|---|---|
| May 10, 2024 RS (annual retainer) | $85,000 | 4,183 | Vests May 10, 2025 | 2024 Equity Plan | Paid upon vesting (reflected in “All Other Compensation” on prior grants) |
Other Directorships & Interlocks
- Current public company boards: None .
- Compensation Committee Interlocks: 2024 Compensation Committee membership did not include Numata; no interlocks disclosed for her .
Expertise & Qualifications
- Audit Committee financial expert; extensive accounting and banking background .
- Risk management oversight via ERM Committee, including cybersecurity oversight at Board level .
- Governance leadership as Chair of Umpqua Bank Trust Committee and external board leadership (GeoEngineers incoming Chair; Uwajimaya Lead Director) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| S. Mae Fujita Numata | 33,731 | <1% | Includes 4,183 unvested time-based restricted shares (voting but not investment power; vest within 60 days) . |
Policies/Alignment:
- Director ownership guidelines: 5× annual cash retainer (all non-employee directors in compliance at YE2024) .
- Anti-hedging and anti-pledging: Hedging/pledging of company stock prohibited; pre-clearance and trading windows apply .
Governance Assessment
Strengths
- Independent director with finance/banking depth; Board-designated audit committee financial expert; sits on Audit and ERM committees, and chairs the Trust Committee—strong fit for financial, risk and fiduciary oversight .
- Attendance/engagement: Board met 7 times; each director met ≥75% attendance threshold; independent directors held executive sessions—supports effective oversight cadence .
- Ownership alignment: Beneficial ownership of 33,731 shares; all directors in compliance with stringent 5× retainer ownership guideline; hedging/pledging prohibited—reduces misalignment risk .
Watch items
- Deferred compensation: Earned $25,023 of “above-market” deferred compensation earnings—fully disclosed and permitted but can draw investor scrutiny on director pay structure; equity remains time-based with no performance metrics for directors .
- Related-party/loans: Company notes ordinary-course banking relationships with directors/officers on market terms and no unfavorable features; no Numata-specific related‐party transactions disclosed .
No RED FLAGS identified specific to Numata: no Section 16 delinquency (only one late Form 4 for another director), no pledging/hedging, no disclosed related-party conflicts, and independence affirmed .