Malia H. Wasson
COLUMBIA SPORTSWEARAbout Malia H. Wasson
Independent director since 2015; age 66. Chairs Columbia Sportswear’s Audit Committee and is designated an SEC “audit committee financial expert,” bringing >25 years in commercial banking and senior leadership at U.S. Bank (Oregon & SW Washington) and current CEO of Sand Creek Advisors LLC . The Board affirms her independence under Nasdaq/SEC rules; nine of ten directors are independent . In 2024, the Board met six times; independent directors held four executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Bank (Oregon & SW Washington) | President; led Oregon Commercial Banking | 2005–2015 | Finance, regulatory, M&A, human capital; middle-market coverage |
| Sand Creek Advisors LLC | Chief Executive Officer | Current | Consulting to CEOs of public/private companies |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Northwest Natural Holding Company (NYSE: NWN) | Chair of Board | Audit, Governance, Organization & Executive Compensation |
| Northwest Natural Gas Company (subsidiary of NWN) | Chair of Board | Audit, Governance, Organization & Executive Compensation |
Interlock note: Columbia’s CEO/Chair Timothy P. Boyle also serves on NWN’s board, creating a cross-directorship network linkage with Wasson at NWN .
Board Governance
| Aspect | Detail |
|---|---|
| Independence | Board determined Wasson is independent under Nasdaq/SEC standards |
| Committee assignments | Audit Committee Chair; Nominating & Corporate Governance Committee member |
| Audit Committee composition | All members independent; Wasson designated “financial expert” |
| Meetings in FY2024 | Board: 6; Audit: 6; Nominating & Corporate Governance: 5 |
| Engagement | Audit Committee oversees financial reporting, internal control, cybersecurity; pre-approves audit/non-audit services; chair receives all compliance line reports and quarterly summaries |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Board service fee (cash) | 80,000 | Standard non-employee director annual fee |
| Audit Committee Chair fee | 40,000 | Chair premium |
| Nominating & Corporate Governance Committee membership fee | 10,000 | Committee member fee |
| Merchandise allowance | 3,500 | Annual allowance |
| Fees earned or paid in cash (reported) | 130,000 | As disclosed for Wasson |
Performance Compensation
| Equity Element (FY2024) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|
| Time-based RSUs (annual) | 160,073 | 100% vests on May 1 following grant | Standard $160,000 RSU grant framework for directors; vesting date convention applies to annual director grants |
- Directors do not receive performance-based equity; annual grants are time-based RSUs; Wasson had no option awards granted in 2024 (option awards column reported $0) .
- RSU election in lieu of cash board fee was available; several directors elected it, but Wasson’s cash fees reflect no election for her board fee in 2024 .
Other Directorships & Interlocks
| Company | Type | Interlock/Relationship | Governance Risk Note |
|---|---|---|---|
| Northwest Natural Holding Company | Public (Utility) | Wasson is Chair; COLM CEO Timothy P. Boyle also on NWN’s board | Cross-directorship may influence information flow; industry adjacency reduces transactional conflict risk (no related-party ties disclosed for Wasson) |
Expertise & Qualifications
- Audit/finance expertise; SEC-designated audit committee financial expert .
- Commercial banking, capital allocation, regulatory, M&A, media/public policy, change management, and diversity/human capital experience .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares beneficially owned | 22,224 | As of April 1, 2025; includes 8,709 options exercisable within 60 days and 1,935 RSUs vesting within 60 days |
| Options outstanding | 8,709 | As of Dec 31, 2024 (director equity awards outstanding detail) |
| RSUs outstanding (unvested) | 1,935 | As of Dec 31, 2024 |
| Ownership guideline | Lesser of 5x board fee or 5,200 shares; directors with ≥5 years meet guideline | |
| Hedging/pledging policy | Prohibited for directors and senior officers |
Governance Assessment
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Strengths:
- Long-tenured, independent Audit Chair with SEC “financial expert” designation; robust oversight of audit, internal controls, cybersecurity, and pre-approval of auditor services — supportive of investor confidence .
- Clear director ownership alignment; company reports all non-employee directors with ≥5 years meet guidelines; Wasson’s 22,224 shares exceed the 5,200-share threshold .
- Anti-hedging/pledging policy reduces alignment risk; board majority independent; regular executive sessions .
- Director compensation balanced with cash fees and standardized RSUs; no performance equity may reduce short-term risk incentives; transparent fee schedule .
-
Watch items / potential conflicts:
- Cross-directorship with COLM CEO on NWN where Wasson is Chair; while no related-party transactions are disclosed for Wasson, interlocks merit monitoring for governance optics (information flow vs. influence) .
-
Shareholder sentiment:
- Say-on-pay support was 93% in 2024, reflecting broader investor approval of compensation governance; indirect but positive signal of board effectiveness .
Insider Trades
- No Form 4 transaction data could be retrieved programmatically for Wasson during 2023–2025 due to access error; the proxy provides beneficial ownership as of April 1, 2025 (see Equity Ownership above) .
RED FLAGS
- None disclosed for Wasson regarding related-party transactions, hedging/pledging, or attendance; Board states each director attended at least 75% of Board/committee meetings during service period .