Charles D. Denson
COLUMBIA SPORTSWEARAbout Charles D. Denson
Independent director of Columbia Sportswear Company since January 2024 (age 68). Former President of the NIKE Brand (2001–2014) with decades of footwear/apparel, direct-to-consumer and wholesale experience; currently President & CEO of Anini Vista Advisors and Chairman of Funko, Inc. The Board has determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | President, NIKE Brand; various leadership roles | 1979–2014; President 2001–2014 | Led global brand, DTC and wholesale execution; deep category and go-to-market expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Funko, Inc. (Nasdaq: FNKO) | Chairman of the Board; Director | Director since formation in 2017; Chair current | Consumer products; no related-party transactions disclosed with COLM |
| FAH, LLC | Director | Since 2016 | Associated with Funko pre-IPO; no RPTs disclosed with COLM |
| Anini Vista Advisors | President & CEO | Since 2014 | Advisory/consulting firm |
Board Governance
- Independence: The Board determined Mr. Denson is independent; nine of ten directors are independent.
- Attendance and engagement: Board met 6 times; each director attended at least 75% of Board and committee meetings during their service; independent directors held 4 executive sessions in 2024.
- Leadership: Combined Chair/CEO (Timothy P. Boyle) with a Lead Independent Director (Andy D. Bryant).
- Committee assignments (2024):
| Committee | Role (Denson) | 2024 Meetings | Committee Chair |
|---|---|---|---|
| Audit | Member | 6 | Malia H. Wasson (Chair; audit committee financial expert) |
| Talent & Compensation | Not a member | 5 | Stephen E. Babson |
| Nominating & Corporate Governance | Not a member | 5 | Co-Chairs: Andy D. Bryant; Kevin Mansell |
Fixed Compensation
Program structure for non-employee directors (2024–2025 term):
- Annual board retainer: $80,000 cash (option to elect RSUs in lieu of all or half).
- Committee membership fee: $10,000 per committee; Committee chair fees: Audit $40,000; Talent & Compensation $30,000; Nominating & Corporate Governance $20,000; Lead Independent Director fee: $50,000.
- Annual equity grant: time-based RSUs valued at $160,000 (vest in full on May 1 following grant).
- Merchandise allowance: $3,500.
Denson’s 2024 actual cash and other fixed elements:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 70,000 |
| All Other Compensation (Merchandise allowance) | 3,500 |
| RSU election (in lieu of cash board fee) | Elected RSUs in lieu of $40,000 of annual board fee for 2024–2025 term (reduces cash fees) |
| Pro-rata service (pre-annual meeting) | Received pro-rata board/committee fees prior to May 30, 2024 annual meeting (appointed Jan 9, 2024) |
Notes:
- Directors may elect RSUs in lieu of all or half of the $80,000 board fee; Denson elected $40,000 in RSUs for the 2024–2025 term.
Performance Compensation
Director equity is time-based; no performance metrics apply to non-employee directors.
| Equity Element | 2024 Value / Units | Vesting / Metrics |
|---|---|---|
| Stock Awards (RSUs) – aggregate grant-date fair value | $255,267 (includes annual RSUs, RSUs in lieu of cash, and pro-rata award) | Time-based RSUs; annual grant immediately after annual meeting; 100% vests on May 1 following grant; no performance metrics |
| Option Awards Outstanding (12/31/2024) | $0; none outstanding | N/A |
| RSUs Outstanding (12/31/2024) | 2,419 units | Unvested at 12/31/2024; time-based vesting |
Other Directorships & Interlocks
- Current public company boards: Funko, Inc. (Chairman). No disclosed related-party transactions between Columbia and entities affiliated with Mr. Denson.
- Compensation committee interlocks: The proxy states no Talent & Compensation Committee member had relationships requiring Item 404 disclosure; Mr. Denson is not on that committee.
Expertise & Qualifications
- Footwear/apparel market, direct-to-consumer and wholesale expertise; senior brand leadership at NIKE; currently advising consumer brands.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,134 shares (includes 2,419 RSUs vesting within 60 days after April 1, 2025) |
| Ownership as % of outstanding | <1% (asterisked in table) |
| Vested vs. unvested | As of 12/31/2024: RSUs outstanding/unvested 2,419; no options outstanding |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Director ownership guideline | Lesser of 5x annual board fee or 5,200 shares; expected within 5 years of election; all directors with ≥5 years service meet guidelines |
Governance Assessment
Key findings
- Independence and committee role: Independent director and active Audit Committee member; Audit Committee designated financial expert is the Chair (Wasson). No disclosed material transactions considered in independence determinations.
- Engagement: Board met six times; each director met at least the 75% attendance threshold; independent directors held four executive sessions, indicating regular non-management discussions.
- Pay and alignment: Director pay mix includes significant equity via time-based RSUs; Denson further elected RSUs in lieu of cash, modestly improving alignment with shareholders.
- Say‑on‑Pay support (signal of investor confidence): 2025 advisory vote passed (For: 51,279,779; Against: 1,154,084; Abstain: 49,920; broker non-votes 1,296,160). 2024 advisory vote also passed (For: 55,520,996; Against: 544,747; Abstain: 59,751; broker non-votes 1,624,671).
- Potential conflicts: No related-party transactions disclosed for Denson. Company-level related-party items (e.g., aircraft sublease with entity owned by CEO and spouse) were reviewed/ratified by the Nominating & Corporate Governance Committee; not linked to Denson.
RED FLAGS
- None identified specific to Denson: no pledging/hedging, no RPTs, independent status affirmed, and Audit Committee service supports board oversight. Company-level RPTs exist with the CEO’s affiliates but were reviewed; not attributable to Denson.