Andy D. Bryant
COLUMBIA SPORTSWEARAbout Andy D. Bryant
Independent director at Columbia Sportswear (since 2005), serving as Lead Independent Director since January 2020 and co‑chair of the Nominating & Corporate Governance Committee; he is also a member of the Audit Committee. Age 74. Former Chairman of Intel (2012–2020), with prior roles as Intel Vice Chairman (2011–2012) and EVP & Chief Administrative Officer (2007–2012), bringing operational, strategic planning, and financial expertise. The Board has affirmatively determined Bryant is independent under Nasdaq and SEC rules. In 2024, the Board met six times and independent directors held four executive sessions; each director attended at least 75% of Board and applicable committee meetings. As Lead Independent Director, Bryant presides over independent sessions, advises on agendas and materials, acts as liaison with the Chair/CEO, and is available for direct shareholder engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Chairman of the Board | 2012–2020 | Led board oversight at a large global public company. |
| Intel Corporation | Vice Chairman of the Board | 2011–2012 | Board leadership during executive transition. |
| Intel Corporation | EVP & Chief Administrative Officer | 2007–2012 | Operational/strategic planning and financial expertise. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| McKesson Corporation | Director | Former | No current public board roles disclosed for Bryant. |
| Silver Crest Acquisition Corporation | Director | Former | SPAC directorship; former role. |
Board Governance
- Committee assignments (2024): Audit Committee (member), Nominating & Corporate Governance (co‑chair). Committees met: Audit 6x, Nominating & Corporate Governance 5x, Talent & Compensation 5x.
- Independence and attendance: Board determined Bryant is independent; all directors attended ≥75% of Board/committee meetings; Board met 6x in 2024; independent directors held 4 executive sessions.
- Lead Independent Director role: One‑year renewable appointment; responsibilities include presiding when Chair is absent, leading executive sessions, advising on agendas/materials, serving as liaison with Chair/independents, and being available for shareholder consultation.
- Compensation committee practices (context): FW Cook retained as independent consultant; no compensation committee interlocks or insider participation requiring disclosure.
Fixed Compensation
Program structure for non‑employee directors (2024–2025 term): $80,000 annual board fee; $10,000 per committee membership; chair fees—Audit $40,000, Talent & Compensation $30,000, Nominating & Corporate Governance $20,000; $50,000 Lead Independent Director fee; $3,500 merchandise allowance. Directors may elect RSUs in lieu of all or half of the $80,000 board fee.
2024 and 2023 director pay for Bryant:
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 120,000 | 3,500 | Merchandise allowance included in “All Other.” Bryant elected RSUs in lieu of $40,000 of the $80,000 board fee for the 2024–2025 service term. |
| 2023 | 106,250 | 3,500 | Bryant elected RSUs in lieu of $40,000 of the board fee for the 2023–2024 term. |
Program changes effective June 8, 2023 (affect 2023–2024 and forward): board fee increased to $80,000; LID fee to $50,000; Audit chair fee to $40,000; Talent & Comp chair fee to $30,000; annual equity grant value to $160,000.
Performance Compensation
| Year | Stock Awards ($) | Award Type | Grant Timing | Vesting |
|---|---|---|---|---|
| 2024 | 200,112 | Time‑based RSUs | Granted after annual meeting | 100% vests on May 1 following grant year (subject to weekends/Nasdaq holidays). |
| 2023 | 200,122 | Time‑based RSUs | Granted after annual meeting | 100% vests on May 1 following grant year (subject to weekends/Nasdaq holidays). |
- No option awards were granted to Bryant in 2023 or 2024 as a director; director equity is time‑based (no performance metrics disclosed for director equity).
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Conflicts Noted |
|---|---|---|---|
| McKesson Corporation | Former Director | Not disclosed | None disclosed by Columbia. |
| Silver Crest Acquisition Corporation | Former Director | Not disclosed | None disclosed by Columbia. |
- Compensation committee interlocks: Company discloses none for its Talent & Compensation Committee members; Bryant is not on that committee.
Expertise & Qualifications
- Board biography highlights operational, strategic planning, and financial expertise gained from senior leadership at Intel; Columbia’s Board cites Bryant’s large‑cap public company experience as a qualification.
Equity Ownership
| As of Date | Beneficially Owned Shares | % of Shares Outstanding | Composition Notes |
|---|---|---|---|
| April 1, 2025 | 58,114 | <1% | Includes 9,337 options exercisable within 60 days and 2,419 RSUs vesting within 60 days. |
| December 31, 2024 (reference) | 2,419 stock awards outstanding; 9,337 options outstanding | — | Aggregate counts of unvested stock awards and options outstanding for Bryant as of year‑end 2024. |
- Director stock ownership guidelines: Minimum of the lesser of 5x annual board fee or 5,200 shares; all non‑employee directors serving ≥5 years have met the guideline (Bryant qualifies).
- Hedging/pledging: Prohibited for directors; policy bars hedging/pledging of Columbia securities.
Governance Assessment
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Strengths
- Long‑tenured independent director with large‑cap board leadership; serves as Lead Independent Director with explicit authority to lead independent sessions, influence agendas, and engage shareholders.
- Active committee roles (Audit member; Nominating & Corporate Governance co‑chair) with regular committee cadence (Audit 6x; N&CG 5x in 2024).
- Attendance: Company reports each director met ≥75% threshold; independent directors met in executive session four times in 2024.
- Ownership alignment: Meaningful beneficial ownership; meets director ownership guidelines; hedging/pledging prohibited.
- Director compensation mix balanced with material equity component (time‑vested RSUs), plus opportunity to take board fee in RSUs (Bryant elected $40k in 2024 and 2023).
-
Watch items
- Combined Chair/CEO structure persists at Columbia; mitigated by empowered Lead Independent Director role held by Bryant.
- Related‑party transactions exist at the company level (e.g., CEO family employment, aircraft sublease) but none are attributed to or involve Bryant. These arrangements are overseen/ratified by the N&CG Committee.
- No director‑specific performance conditions on equity (time‑based RSUs only), in line with market but not performance‑conditioned.
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RED FLAGS: None identified for Bryant. No Item 404 conflicts disclosed for him; no hedging/pledging permitted; no compensation committee interlocks disclosed. Continue to monitor related‑party transactions at the company level (not involving Bryant).