Torran B. Nixon
Senior Executive Vice President and Umpqua Bank President of Commercial Banking at COLUMBIA BANKING SYSTEM
Executive
About Torran B. Nixon
Torran B. “Tory” Nixon (age 63) is Senior Executive Vice President of Columbia Banking System and Umpqua Bank President of Commercial Banking; he has served in this role since March 2023 following prior leadership roles at Umpqua Bank including President (2020–Feb 2023) and Chief Banking Officer (2018–2020) . Company performance in 2024 included net income of $533.7 million, operating PPNR of $870.7 million, and TSR of 8.0% (vs. KRX 13.2% and peer group 27.5%), which influenced incentive outcomes and PSU frameworks centered on operating PPNR, ROTCE and TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Umpqua Bank | President | Jun 2020 – Feb 2023 | Led merger-related frontline readiness and integration; contributed to over $25.9 million of 2023 business unit cost synergies; supported account and profile conversions and commercial team growth . |
| Umpqua Bank | SEVP, Chief Banking Officer | Apr 2018 – May 2020 | Enterprise banking leadership ahead of elevation to President . |
| Umpqua Bank | EVP, Head of Commercial & Wealth | Oct 2016 – Apr 2018 | Directed commercial and wealth businesses . |
| Umpqua Bank | EVP, Commercial Banking | Nov 2015 – Oct 2016 | Led commercial banking platform . |
External Roles
- Not disclosed in the proxy statement for Nixon (no external public company directorships cited) .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | — | 715,000 |
| Base Salary YoY Change (%) | — | 4% |
| Target Annual Incentive (% of Base) | 100% | 100% |
| Actual Annual Incentive Paid ($) | 726,100 | 885,170 |
| Actual as % of Target | — | 124% |
Notes:
- In 2024, the Compensation Committee maintained Nixon’s target annual incentive at 100% of base salary; the final payout was 124% of target based on corporate and individual results .
- The 2024 base salary was harmonized with a peer internal role; Nixon’s salary increased 4% from prior-year level in 2024 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric/Goal | Weight | Target | Actual/Outcome | Payout Treatment | Vest/Pay Timing |
|---|---|---|---|---|---|
| Corporate: Operating PPNR | 80% | Company operating PPNR target set by Committee | Company reported operating PPNR of $870.7 million; AIP based primarily on operating PPNR (objective metric) | Contributed to total AIP at 124% of target for Nixon | Cash paid after year-end |
| Individual goals (Nixon) | 20% | - C&I loan growth 2–5% and +1ppt portfolio mix shift; - Core deposits growth with ≥33% noninterest-bearing; - Noninterest income ≥12% of operating revenue; - Q4’24 op. noninterest expense/avg assets <2.05% | - C&I loan growth improved but below target (paid at 50% for this metric); - Core DDA % exceeded target; - Fee income exceeded budget and neared 12%; - Cost-savings initiatives over-achieved to fund strategy | Individual component approved at 119% for Nixon | Cash paid after year-end |
| Total AIP | — | 100% of base ($715,000) | — | 124% of target; $885,170 paid | — |
Design features: minimum performance gate on company metric to earn payout; negative discretion and risk modifiers available to Committee .
Long-Term Incentives (Equity) – Structure and Grants
- Mix: 60% PSUs (relative ROTCE and relative TSR vs approved peer group), 40% RSUs; PSU payout scale: 50% at threshold (50%), 100% at target, 150% at max (≥150%) with straight-line interpolation .
- 2024 grant sizing vs base salary (Nixon): PSUs 77%, RSUs 56%, total 133% of base .
| Award | Grant Date | Shares/Units | Key Performance/Vesting Terms | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PSUs (2024) | Mar 1, 2024 | 33,574 target | Relative ROTCE and relative TSR vs peer; three-fiscal-year performance period; 2024 PSUs vest at end of performance period ending Dec 31, 2027 | Included in total stock awards; combined 2024 stock awards $951,941 |
| RSUs (2024) | Mar 1, 2024 | 22,383 | Time-vest: one-third on Mar 1, 2025, 2026, 2027 | Included in total stock awards; combined 2024 stock awards $951,941 |
| PSUs (2023) | Feb 21, 2023 | 21,464 target | Relative ROTCE and TSR vs peer; 2023–2025 performance period | — |
| RSUs (2023) | Feb 21, 2023 | 9,539 | Time-vest: 50% on Feb 15, 2025 and 50% on Feb 15, 2026 | — |
| RSUs (2022) | Feb 28, 2022 | 10,233 | Vested Feb 28, 2025 | — |
Additional notes:
- Nixon realized 40,580 shares from stock vesting in 2024 with value realized of $836,363 .
- 2023 equity mix for Nixon was 60% PSUs / 40% RSUs; 2024 equity mix remained 60% PSUs / 40% RSUs .
PSU Performance Mechanics (for reference):
- ROTCE Performance = Company Average ROTCE / Peer Group Average ROTCE (3-year average); TSR Performance based on 20-day measurement windows; 50% weighting each .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/17/2025) | 102,106 shares; includes 3,650 shares held in a family trust; represents less than 1% of outstanding shares . |
| Unvested/Outstanding | Unvested RSUs from 2023 and 2024 as shown above; PSUs from 2023 and 2024 performance cycles outstanding and unearned until end of respective performance periods . |
| 2024 Stock Vested (Shares/Value) | 40,580 shares; $836,363 value realized . |
| Ownership Guidelines | Executives must maintain holdings under corporate guidelines; compliance reviewed annually. At year-end 2024, Nixon complied with requirements . |
| Hedging/Pledging | Prohibited for directors and insiders; also no margin or pledging permitted; pre-clearance and quarterly trading windows enforced . |
Implications:
- Anti-hedging/pledging policies reduce alignment risk; meaningful unvested equity and guideline compliance support continued alignment .
Employment Terms
Nixon Letter Agreement and Integration/Deferred Compensation
- Cash retention award of $400,000 (Nixon Integration Award): 34% vested with systems conversion (Apr 2023), and 33% vested in Apr 2024 and Apr 2025, subject to continued employment; full vest upon Qualifying Termination (with release) .
- Additional $860,000 cash payment and $1,740,000 credited to deferred compensation in Feb 2023; 50% vested in Feb 2024 and 50% in Feb 2025; forfeiture if not employed; full vest upon Qualifying Termination; vested amounts payable in 24 monthly installments; violation of restrictive covenants allows forfeiture/clawback of unpaid/paid installments .
Change-in-Control (CIC) Plan – Participation Agreement (effective Mar 1, 2025)
- Termination without cause or for good reason not in connection with CIC: cash severance equal to one year’s base salary (subject to release) .
- Termination within six months prior to, or within 24 months following a CIC: cash severance equal to 2x (base salary + target annual bonus), prorated target bonus, 18 months of health and welfare benefits, service-based equity vests in full; performance-based equity remains outstanding and eligible to be earned based on actual performance for the full period; customary non-compete and non-solicit during employment and up to two years after .
Illustrative Termination/CIC Benefits (as of 12/31/2024)
| Scenario (12/31/2024) | Cash/Severance ($) | Deferred Comp ($) | BOLI ($) | FMV Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Death | 562,000 | 870,000 | 2,145,000 | 2,348,790 | 5,925,790 |
| Disability | 562,000 | 870,000 | — | 2,348,790 | 3,780,790 |
| Termination w/o Cause (not due to CIC) | 562,000 | 870,000 | — | 2,625,183 | 4,057,183 |
| Termination due to CIC | 562,000 | 870,000 | — | 2,625,183 | 4,057,183 |
Policy protections:
- Dodd-Frank clawback and supplemental company clawback with broader triggers (misconduct, materially inaccurate metrics, risk failures, restrictive covenant violations) apply to incentive compensation; no single-trigger CIC; no tax gross-ups; anti-hedging/pledging enforced .
Performance & Track Record
- Company-level 2024 performance: net income $533.7 million; operating PPNR $870.7 million; return on average assets 1.03%; ROTCE 15.31% .
- 2024 TSR 8.0% vs KRX 13.2% and peer group 27.5%, with underperformance early in 2024 tied to funding mix/NIM pressure and subsequent improvement on cost and operational initiatives; Board cited these dynamics in compensation discussion .
- Nixon’s 2024 individual outcomes reflected: over-achievement on cost-savings to fund strategy; improvement in fee income nearing 12%; core DDA exceeded target; C&I loan growth below target (50% payout for that metric), yielding a 119% individual component assessment and total AIP at 124% .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, Nixon’s long-term equity opportunity equaled 133% of base (PSUs 77%, RSUs 56%), reinforcing at-risk pay orientation; AIP target remained at 100% of base; actual AIP payout at 124% reflects above-target results on weighted metrics .
- Shift to PSUs/RSUs: Program emphasizes PSUs with relative ROTCE/TSR and RSUs with multi-year vesting; no option repricing; dividends on equity awards paid only upon vesting .
- Clawback and risk features: Robust clawbacks (Dodd-Frank and broader company policy), negative discretion, and anti-hedging/pledging reduce risk of misalignment .
Equity Ownership & Alignment (Detailed)
| Component | Detail |
|---|---|
| Ownership guideline status | Nixon in compliance at year-end 2024 . |
| Pledging/Hedging | Prohibited; no margin/pledging; pre-clearance required; Rule 10b5-1 plans permitted under policy . |
| Upcoming vesting cadence | 2023 RSUs: 50% on Feb 15, 2026; 2024 RSUs: one-third on Mar 1, 2026 and Mar 1, 2027; 2024 PSUs: end of fiscal period Dec 31, 2027 (performance-based); 2023 PSUs: end of 2025 (performance-based) . |
| 2024 vested flow | 40,580 shares vested; value realized $836,363 . |
Employment Terms (Additional Governance)
- Non-compete/non-solicit apply during employment and up to two years post-termination under CIC Plan participation; release required for severance .
- No employment agreement for Nixon beyond CIC Plan participation and letter agreement; double-trigger CIC structure confirmed in governance summary .
Investment Implications
- Alignment strong: High proportion of at-risk, multi-year equity with relative ROTCE/TSR metrics, ownership guideline compliance, and prohibitions on hedging/pledging point to solid alignment and moderated agency risk .
- Retention moderate-strong: Material unvested RSUs and PSUs through 2027, plus prior integration/deferred comp arrangements (now substantially vested) and new CIC Plan economics (2x base+target bonus on double-trigger) reduce near-term departure risk, though performance-based PSUs preserve accountability .
- Potential selling pressure windows: RSU vesting dates (Feb 15 and Mar 1 cycles) create predictable liquidity events, but insider trading policy pre-clearance and window restrictions mitigate opportunistic sales risk; pledging banned .
- Pay-for-performance sensitivity: 2024 AIP at 124% and PSU designs tied to relative TSR/ROTCE suggest compensation will remain sensitive to both operating profitability (PPNR) and shareholder returns versus peers—key for modeling forward comp expense and management incentives .