Tom Rice
About Tom Rice
Tom Rice is Chief Information Officer (CIO) at Columbia Bank (subsidiary of Columbia Banking System, Inc.) as of September 2, 2025, joining from Pacific Premier Bank following Columbia’s acquisition of Pacific Premier; he assumed the CIO role he held at Pacific Premier at transaction close . His remit is tightly linked to the core systems integration of Pacific Premier, with retention awards tied to conversion milestones and ongoing service, indicating accountability for successful technology integration . For context, Columbia’s 2024 performance included net income of $533.7M, diluted EPS of $2.55, ROATCE of 15.31%, and a 2024 TSR of 8.0% (vs. KRX 13.2%), while paying a $1.44 dividend per share (56% payout), framing the operating baseline into which Rice integrates Pacific Premier’s platforms .
| Company Performance Context (FY 2024) | Value |
|---|---|
| Net Income | $533.7M |
| Diluted EPS | $2.55 |
| Return on Avg Tangible Common Equity | 15.31% |
| Total Shareholder Return (TSR) | 8.0% |
| Quarterly Dividend per Share | $0.36 in Feb/May/Aug/Nov 2024; $1.44 annual (56% payout) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacific Premier Bank | Chief Information Officer | Through Aug 31, 2025 (pre-merger) | Led technology organization; Columbia tied Rice’s retention to successful core systems conversion, signaling a central role in integration . |
External Roles
No additional public company boards or external roles are disclosed for Rice in Columbia’s 2025 proxy or S-4/S-4A filings .
Fixed Compensation
| Element | 2025 Status/Structure | Notes |
|---|---|---|
| Base Salary (pre-merger PPBI) | Not disclosed | Severance formula references base salary but specific amount for Rice is not disclosed in Columbia’s S-4/S-4A . |
| Retention – Cash | $600,000 | Vests in 3 equal installments: 60 days after successful core systems conversion (“Conversion Date”) and each of the first two anniversaries of the Conversion Date . |
| Retention – Columbia RSU | $400,000 grant-date fair value | Granted within 30 days after effective time; vests in 3 equal installments on each of the 1st, 2nd, and 3rd anniversaries of the Conversion Date . |
Performance Compensation
| Incentive | Metric/Structure | Target/Weight | Payout/Vesting | Notes |
|---|---|---|---|---|
| Converted PPBI Performance Awards | Converted to Columbia RSUs at target level; service-based vesting only through original performance period | N/A (conversion at target) | Continue vesting on service only (no remaining performance condition) | De‑risks legacy PPBI PSUs by removing performance hurdles post-close . |
| Columbia Long-Term PSU Plan (company-wide context) | Relative ROTCE and Relative TSR vs peer group | 50% ROTCE / 50% TSR | 0%–150% vesting; Threshold 50%, Target 100%, Max 150% | Plan design context; applicable to NEOs; service/eligibility for Rice not disclosed . |
Columbia’s executive PSU metrics (ROTCE, TSR) align pay to profitable growth and shareholder returns; Rice’s disclosed awards are service-vested (retention plus converted PPBI awards), implying lower performance risk but strong retention focus .
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Directors and insiders (Access Persons) are prohibited from hedging or pledging Columbia stock; pre-clearance and trading window restrictions apply .
- Clawback policies: Columbia maintains a Dodd-Frank compliant clawback and an additional policy enabling recovery/forfeiture upon restatement, materially inaccurate metrics, misconduct, or risk failures within the prior three years .
- Stock ownership guidelines: Apply to executive officers; quantified requirements exist, with annual compliance review by the Nominating & Governance Committee; Rice’s status not yet disclosed .
Employment Terms
| Category | Terms | Estimated Amounts (if disclosed) |
|---|---|---|
| Post-close role | CIO, Columbia Bank; joined executive leadership upon PACW merger close (effective Aug 31/Sep 2, 2025) | — |
| Retention (Columbia) | $600k cash (3 tranches linked to conversion and anniversaries) + $400k RSU (3 annual tranches from Conversion Date) | $600,000 cash; $400,000 RSU FV |
| Converted PPBI equity | PPBI performance awards convert to Columbia RSUs at target; vest on service through original period | Amounts vary by individual grant; structure change disclosed |
| PPBI CIC/Severance (double-trigger) | If involuntarily terminated within 2 years post-CIC or for good reason: 2x (base + greater of target or highest prior 3-year bonus) + pro‑rated bonus + COBRA at active rates for 6 months (Karr/Rice) | Example quantifications: Cash severance $1,485,000; Pro‑rated bonus $219,375; COBRA $18,382 |
| PPBI Golden Parachute Table (illustrative aggregate) | Merger proxy’s golden parachute table includes estimated cash/equity/benefits | Cash $1,722,757; Equity $1,632,930; Benefits $55,145; Total $3,410,831 (methodology assumptions apply) |
Note: Columbia’s S-4/S-4A present both formulaic CIC terms for Rice (2x cash multiple and 6 months COBRA) and separate golden parachute table estimates. The formula line-items for Rice show cash severance of $1,485,000, pro‑rated bonus $219,375, and $18,382 COBRA, while the table shows higher aggregate “Cash” and “Benefits” estimates; amounts reflect differing assumptions and presentation frameworks in the filings .
Vesting Schedules and Insider Selling Pressure
- Retention cash: Three tranches; first 60 days after successful core systems conversion, then on the 1st and 2nd anniversaries of the Conversion Date—concentrating cash events shortly after conversion and in subsequent two years .
- Retention RSUs: Three equal tranches on each of the 1st, 2nd, and 3rd anniversaries of the Conversion Date—potential equity vesting-linked supply at those anniversaries, subject to blackout/trading policy .
- Converted PPBI RSUs: Vest on service through the original performance period—creates additional vesting cadence through 2026 with no performance condition remaining .
- Trading policy constraints: Pre-clearance, blackout windows, and prohibition on pledging/hedging limit opportunistic selling and reduce alignment risk .
Compensation Structure vs Performance Metrics
- Rice’s disclosed post-close incentives are predominantly service-based (retention and converted RSUs), emphasizing retention over performance variability during the integration window .
- Company PSU plan (for eligible executives) emphasizes ROTCE and TSR vs peers with 0–150% payout slope, which supports pay-for-performance alignment at the enterprise level; applicability to Rice not disclosed .
Say-on-Pay & Shareholder Feedback (program context)
- 2024 say‑on‑pay support: 55% vs >97% prior year; Columbia enhanced outreach and affirmed double‑trigger CIC provisions going forward, which informs governance posture around executive arrangements (context for broader program) .
Investment Implications
- Retention and integration execution: Rice’s $1.0M combined Columbia retention package ($600k cash, $400k RSU) and the service-based conversion of PPBI awards are designed to lower attrition risk through and beyond core conversion—reducing integration risk and aligning his tenure to 2026 milestones .
- Selling pressure watchpoints: Monitor Form 4s around (i) 60 days post-conversion (cash tranche), and (ii) the 1st/2nd/3rd anniversaries of the Conversion Date (retention RSU vests), plus any service-vested converted award dates; policy restrictions (no pledging/hedging, blackout) temper risk .
- CIC economics: Double-trigger terms (2x base+bonus, pro‑rated bonus, limited COBRA) are mainstream; the golden parachute table highlights larger aggregate values when including equity acceleration—useful for downside protection analysis if leadership changes occur within the post-merger window .
- Alignment: Service-only vesting on converted PPBI equity de-risks near-term payouts; absent disclosure of PSU participation for Rice, his near-term compensation is more retention- than performance-weighted. Enterprise PSU metrics (ROTCE, TSR) provide program-level alignment if/when applicable .
Integration timing: The combined organization expects to integrate systems/services in Q1 2026; retention schedules are anchored to a defined “Conversion Date,” indicating a near-to-medium term catalyst and execution checkpoint .