Steven R. Gardner
About Steven R. Gardner
Steven R. Gardner was appointed to Columbia Banking System’s (COLB) Board of Directors effective September 2, 2025, following COLB’s acquisition of Pacific Premier Bancorp (PPBI). He previously served as PPBI’s Chairman, CEO, and President and brings extensive bank operating and M&A experience. He holds a B.A. from California State University, Fullerton, and attended graduate school at California State University, Long Beach. Tenure at COLB began September 2025; age not disclosed in COLB filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Premier Bancorp, Inc. | Chairman, Chief Executive Officer, President; Director | 2000–2025 (Chair since 2016) | Led 11 acquisitions of banks/specialty lines/FDIC failed banks; deep capital markets/M&A expertise |
| Hawthorne Financial Corporation | Executive officer responsible for credit administration and portfolio management | 1997–2000 | Senior roles across credit, portfolio management; turnaround experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| California State University, Fullerton / Long Beach | Education | — | B.A. (CSU Fullerton); graduate studies (CSU Long Beach) |
Board Governance
- Appointment and status: Appointed COLB Director at PPBI deal close (Sept 2, 2025); listed as Director in COLB’s September 2, 2025 Form S‑8 signature page.
- Committee assignments: No COLB committee assignments disclosed for Gardner at appointment; new PPBI-origin directors Christian Mitchell (Audit, ERM) and Jaynie Studenmund (Compensation, Nominating & Governance) received committee roles.
- Independence: COLB did not state Gardner’s independence in filings. Gardner entered a paid consulting agreement with COLB for integration/client & investor relations (see Compensation); concurrent consulting while serving on the board raises independence and conflict concerns.
- Board leadership context: Executive Chair role eliminated March 31, 2025; Maria M. Pope elected independent non-executive Board Chair effective April 1, 2025.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Director annual cash retainer (non-employee) | $85,000 | 2025–2026 year of service; committee member retainers: Audit $15,000; Compensation $10,000; Enterprise Risk Management $10,000; Other standing committees $7,500 |
| Director annual equity retainer | $85,000 | Restricted stock award under 2024 Equity Plan; vests May 15, 2026 for 2025–2026 cohort |
| Gardner’s board compensation | $0 | “Steven R. Gardner will not receive any compensation in connection with his service as a director.” |
| Consulting agreement | $2.2 million | One year and one day from Sept 2, 2025; paid in equal monthly installments; services: integration, client relations, investor relations, other strategic matters as determined by CEO |
Performance Compensation
| Plan/Metric | Metrics/Targets | Vesting/Performance Link |
|---|---|---|
| Director compensation | None | COLB’s director pay is retainer-based; no performance metrics disclosed |
| Gardner consulting agreement | None disclosed | Fixed fee; no performance-based terms disclosed |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Pacific Premier Bancorp, Inc. | Chairman, CEO, President; Director | PPBI acquired by COLB; three former PPBI directors (Gardner, M. Christian Mitchell, Jaynie M. Studenmund) joined COLB’s board at close; Mitchell/Studenmund received committee roles; Gardner did not. |
Expertise & Qualifications
- Banking operations and risk management; led PPBI’s turnaround and long-term growth.
- M&A execution (11 acquisitions across whole banks/specialty finance/FDIC deals) and capital markets transactions, which align with COLB’s post-merger integration and strategic growth needs.
Equity Ownership
| As of | Form | Shares Beneficially Owned | Notes |
|---|---|---|---|
| Sept 3, 2025 | Form 3 | 0 | Initial statement of beneficial ownership filed indicates “No securities are beneficially owned.” |
Stock ownership guidelines and trading restrictions:
- COLB requires non-employee directors to hold shares equal to five times the Board annual cash retainer; anti-hedging and anti-pledging policies apply. Compliance is reviewed annually.
- Gardner held no COLB shares as of his Form 3; time-to-compliance not disclosed.
Governance Assessment
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Positive signals:
- Deep bank leadership and M&A integration expertise directly relevant to PPBI integration and COLB’s strategic trajectory.
- Board refresh includes experienced PPBI directors; independent Board Chair in place since April 1, 2025.
-
RED FLAGS / conflict risk:
- Gardner serves as a COLB Director while simultaneously holding a paid consulting agreement ($2.2M; one year and one day). This concurrent role presents potential conflicts of interest and independence concerns for board effectiveness and investor confidence.
- No director compensation while consulting may mitigate double-pay optics but does not remove independence concerns; performance linkage for consulting not disclosed (fixed fee).
- Initial Form 3 shows zero COLB share ownership; near-term alignment with shareholder interests via ownership appears limited pending any future accrual.
- Committee participation not disclosed for Gardner at appointment; limited governance engagement visibility at committee level compared with other PPBI-origin directors.
-
Director compensation context:
- Standard non-employee director compensation framework at COLB (cash and equity retainers) is well-defined; Gardner explicitly excluded from board compensation due to consulting arrangement.
-
Board policies:
- Anti-hedging/pledging and stock ownership guidelines strengthen alignment expectations for directors broadly; compliance status for Gardner specifically not yet disclosed in public filings.
Related Party Transactions
- Gardner Consulting Agreement: Paid engagement for integration/client & investor relations/strategic matters; $2.2M over ~12 months; disclosed as Exhibit 10.1 to 8‑K (Sept 2, 2025).
Director Attendance & Engagement
- Not disclosed for Gardner (joined board Sept 2025; 2024/early-2025 attendance metrics in proxy predate his appointment).
Compensation Committee Analysis
- COLB’s compensation committee composition and independence are disclosed in proxies; however, Gardner was not appointed to the Compensation Committee at deal close; Jaynie Studenmund (ex‑PPBI) joined Compensation and Nominating & Governance.
Summary Implications
- Gardner’s domain expertise is additive for post-merger execution, but the concurrent consulting arrangement while serving on the board is a material governance risk. Investors should monitor future proxy disclosures for independence determinations, committee assignments, and any changes to the consulting relationship, as well as progress toward stock ownership guideline compliance.