Christiana Smith Shi
COLUMBIA SPORTSWEARAbout Christiana Smith Shi
Independent director of Columbia Sportswear Company since 2022; age 65. Principal at Lovejoy Advisors, LLC (founded 2016), former President, Direct-to-Consumer at NIKE, Inc. (2013–2016), and former Director/Senior Partner at McKinsey & Company (2000–2010). Currently serves on the Board of United Parcel Service (UPS); prior public boards include Williams-Sonoma, Inc. (through 2019) and Mondelēz International, Inc. (through 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | President, Direct-to-Consumer; various roles since joining in 2010 | 2010–2016 (President DTC 2013–2016) | Led global DTC operations; robust footwear/apparel and DTC experience |
| McKinsey & Company | Director and Senior Partner | 2000–2010 (24 years total at McKinsey) | Senior leadership and strategy advisory experience |
| Merrill Lynch & Company | Early career role | Began 1981 | Finance background foundation |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| United Parcel Service, Inc. (NYSE: UPS) | Director | Current | Committee roles not disclosed in COLM proxy |
| Williams-Sonoma, Inc. | Director | Until 2019 | Prior public company board experience |
| Mondelēz International, Inc. | Director | Until 2023 | Prior public company board experience |
Board Governance
- Committee assignments: Member, Audit Committee (not Chair) .
- Independence: Board determined Shi is independent under Nasdaq/SEC standards; nine of ten directors are independent .
- Attendance and engagement: Board met 6 times in 2024; independent directors held 4 executive sessions; each director attended at least 75% of Board and relevant committee meetings during their service period .
- Audit oversight context: Audit Committee oversees financial reporting, internal control, auditor independence and cybersecurity program updates; Shi is listed among Audit Committee members in the Audit Committee Report .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Service Fee | 80,000 | Standard non-employee director fee |
| Committee Membership Fee | 10,000 | Audit Committee member fee |
| Lead Independent Director / Chair Fees | — | Not applicable (Shi is not Lead ID or Chair) |
| Merchandise Allowance | 3,500 | Annual allowance |
| Total Cash Fees | 90,000 | Fees earned or paid in cash per director comp table |
Notes: For 2024–2025 term, some directors elected RSUs in lieu of cash board fee; Shi did not, consistent with her $90,000 cash total shown above .
Performance Compensation
| Equity/Metric | 2024 Value/Detail | Vesting/Performance |
|---|---|---|
| Annual RSU grant (time-based) | $160,073 (grant-date fair value) | Vests 100% on May 1 following grant (for annual director awards) |
| Stock awards outstanding (unvested RSUs at 12/31/2024) | 1,935 shares | Time-based; no performance metrics |
| Options | None outstanding for Shi | N/A |
Columbia’s non-employee director equity compensation is time-based RSUs; no director performance metrics or options for Shi are disclosed for 2024 .
Other Directorships & Interlocks
- Current public company boards: UPS .
- Prior boards: Williams-Sonoma (to 2019), Mondelēz (to 2023) .
- Compensation Committee interlocks: Columbia discloses no interlocks for its Talent and Compensation Committee; Shi is not a member of that committee .
- Related-party transactions: Columbia’s “Certain Relationships” section lists transactions involving the Boyle family and an aircraft sublease; no related-party transactions involving Shi are disclosed .
Expertise & Qualifications
- Robust footwear and apparel industry experience and direct-to-consumer leadership (NIKE DTC President) .
- Strategic advisory and senior leadership background (McKinsey Director/Senior Partner) .
- Current logistics/operations exposure via UPS board role (potentially accretive to supply chain oversight) .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficial ownership (as of 4/1/2025) | 5,841 shares; <1% | Includes 1,935 RSUs vesting within 60 days |
| RSUs vesting within 60 days (counted in ownership calc) | 1,935 shares | Included per footnote (9) |
| Options (exercisable/unexercisable) | None | No options listed for Shi |
| Ownership guidelines | Min. lesser of 5x board fee value or 5,200 shares | Directors encouraged to meet within 5 years; Shi’s 5,841 shares exceed 5,200-share threshold |
Policy alignment:
- Hedging/pledging: Prohibited for Board members; enhances alignment and limits red flags from collateral pledging .
- Insider trading policy: Procedures in place; policy filed with 2024 10-K .
Governance Assessment
- Strengths: Independent director on Audit Committee; relevant DTC and apparel expertise; external logistics oversight via UPS; clear alignment policies (hedging/pledging prohibited) .
- Compensation alignment: Balanced director pay mix with majority in equity (2024: $160,073 equity vs. $90,000 cash); standard structure with transparent fees and single annual RSU grant .
- Ownership: 5,841 shares beneficially owned and 1,935 RSUs vesting within 60 days suggests strong personal stake, above 5,200-share guideline threshold; percent of outstanding is <1% given company size .
- Attendance: Board-wide engagement adequate (≥75% for all directors); independent directors met in executive session four times, supporting effective oversight in a CEO/Chair combined structure .
- Potential conflicts/interlocks: No related-party transactions disclosed for Shi; while UPS may be a third-party logistics partner in general industry practice, Columbia’s proxy does not disclose any related-party transaction with Shi; oversight via Audit/Nominating frameworks and related-person transaction policy mitigates conflict risk .
- Investor confidence signals: 2024 Say-on-Pay approval at 93% indicates broad support for compensation governance; Audit oversight robust; clear clawback policies and prohibition on hedging/pledging strengthen governance posture .
RED FLAGS: None disclosed specific to Shi—no attendance shortfalls, no related-party transactions, no pledging/hedging of stock. Broader company-related-party items involve the Boyle family and aircraft sublease, which are overseen and ratified by Nominating & Corporate Governance Committee; not linked to Shi .