Kevin Mansell

About Kevin Mansell

Kevin Mansell (age 72) is an independent director of Columbia Sportswear (COLM) who has served on the Board since 2019; he co‑chairs the Nominating & Corporate Governance Committee and serves on the Talent & Compensation Committee. He spent 35+ years at Kohl’s Corporation, ultimately as Chairman, CEO and President before retiring in 2018; he began his retail career at the Venture Store division of May Department Stores in 1975. He currently serves as Chairman of the Board and Chair of the Compensation & Talent Management Committee at Fossil Group, Inc. (Nasdaq: FOSL) and is the former Chair of Chico’s FAS, Inc. .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Mansell is independent under Nasdaq and SEC rules; 9 of 10 directors are independent .
• Committee assignments: Co‑Chair, Nominating & Corporate Governance Committee; Member, Talent & Compensation Committee .
• Attendance and engagement: In 2024 the Board met 6 times and held 4 executive sessions; each director attended at least 75% of Board and committee meetings during their service period .
• Board leadership and executive sessions: Combined Chair/CEO (Timothy P. Boyle) with a Lead Independent Director (Andy D. Bryant) who oversees independent director sessions; four executive sessions in 2024 .
• Say‑on‑Pay support (signal of shareholder alignment): 2025 advisory vote on executive compensation passed with 51,279,779 For vs. 1,154,084 Against (broker non‑votes 1,296,160) .

Fixed Compensation (Director)

2024 Non‑Employee Director compensation for Kevin Mansell (paid in 2024):

Notes: Mr. Mansell’s $110,000 cash indicates $80,000 board retainer + $10,000 per-committee member fee (Talent & Compensation) + $20,000 N&CG Co‑Chair fee .

Year-over-year (reference):

Performance Compensation (Director)

Company practice confirms “What we don’t do: allow hedging or pledging of Company stock” (aligns director equity with shareholders; no option repricing, etc.) .

Other Directorships & Interlocks

Compensation Committee interlocks and insider participation: “No member of the Talent and Compensation Committee… had any relationship requiring disclosure under Item 404,” and no reciprocal executive/comp committee interlocks with other entities; Mr. Mansell is a member of this Committee .

Expertise & Qualifications

• 35+ years of public retail operating leadership (Chairman/CEO/President at Kohl’s), with strategic and financial oversight; deep merchandising and brand/retail experience .
• Governance expertise through chair roles at external public companies (Fossil Group) and co‑chairing Columbia’s Nominating & Corporate Governance Committee .

Equity Ownership

Ownership alignment and instruments:

• Beneficial ownership trend (as reported in proxies): | Year (Record Date) | Shares Beneficially Owned | Notes | |---|---:|---| | 2019 (Apr 1, 2019) | 327 | New director appointed Mar 25, 2019 | | 2021 (Mar 29, 2021) | 7,618 | Includes 5,595 options exercisable within 60 days and 1,192 RSUs vesting within 60 days | | 2022 (Mar 28, 2022) | 9,119 | — | | 2023 (Apr 4, 2023) | 11,083 | — | | 2024 (Mar 26, 2024) | 13,176 | Includes 5,595 options exercisable within 60 days and 2,093 RSUs vesting within 60 days |

• As a percent of shares outstanding: Directors’ individual ownership generally “less than 1%”; group totals disclosed (Kevin Mansell specifically not above 5%) .

• 12/31/2024 outstanding awards held by directors (for context):

  • Kevin Mansell: Stock awards outstanding 1,935; Option awards outstanding 5,595 .

• Stock ownership guidelines (directors): Minimum holding level is the lesser of 5x annual board fee or 5,200 shares; new directors to attain within 5 years; as of 2025, the company states all non‑employee directors who have served at least five years have met the guideline .

• Hedging/Pledging: Company policy prohibits hedging or pledging company stock; no pledging by Mr. Mansell is disclosed in the proxy .

Governance Assessment

Strengths that support investor confidence

• Independent director with significant retail operating and board leadership experience; serves on key governance and compensation committees (direct influence on board refreshment, governance standards, and executive pay oversight) .
• Solid engagement: Board held 6 meetings and 4 independent executive sessions in 2024; all directors met at least the 75% attendance threshold .
• Shareholder alignment signals: High 2025 Say‑on‑Pay approval (51.28M For vs. 1.15M Against) indicates broad support for compensation/oversight framework .
• Director pay structure emphasizes equity (time‑based RSUs) and ownership guidelines, and prohibits hedging/pledging, aligning directors with long‑term shareholders .

Risk indicators and areas to monitor

• Related‑party environment: The company discloses related‑person transactions involving the CEO’s family (employment) and an aircraft sublease with an entity owned by the CEO; these are reviewed/ratified by the Nominating & Corporate Governance Committee, which Mr. Mansell co‑chairs—placing responsibility for robust oversight on that committee .
• Combined Chair/CEO structure: Mitigated by a defined Lead Independent Director role, but still a governance structure investors often scrutinize; continued effectiveness of independent oversight (including Mr. Mansell’s co‑chair role) is critical .

Potential conflicts/interlocks

• No director‑level Item 404 related‑party transactions or compensation committee interlocks disclosed for Mr. Mansell; committee members (including Mr. Mansell) are independent, and the committee retains an independent compensation consultant (FW Cook) .

Appendix: Committee Composition (Context)