Peter J. Bragdon

About Peter J. Bragdon

Executive Vice President, Chief Administrative Officer, and General Counsel at Columbia Sportswear (COLM). He joined Columbia in 1999; roles since include Senior Counsel/Director of IP (1999–2003), Vice President, General Counsel and Secretary (2004), SVP Legal & Corporate Affairs (2010), and EVP, CAO & General Counsel (2015); he also assumed oversight of the international distributor business in 2017 . Prior to Columbia, he was an attorney at Stoel Rives LLP (1993–1999) and served as Chief of Staff in the Oregon Governor’s Office (2003–2004); he also served as Special Assistant Attorney General (1996) . Company performance context: 2024 adjusted operating income (AOI) was $312.4M vs. a $371.5M target (60.3% payout), and the 3‑year 2022–2024 PRSU cycle paid at 60% based on relative EBIT margin; COLM’s five‑year TSR transformed a hypothetical $100 investment into $88.77 in 2024 .

Past Roles

External Roles

Fixed Compensation

Notes: 2024 executive bonuses were based 100% on corporate AOI; individual components were removed; maximum payout reduced to 140% of target from 200% in 2023 .

Performance Compensation

• Short‑term incentive (2024): 100% AOI; target set at $371.5M AOI; actual AOI $312.4M → 60.3% of target payout; Bragdon’s actual payout $341,929 .
• Long‑term incentive (2024 grants): mix shifted to 40% PRSUs (COI 50% and Relative TSR 50%), 40% time‑based RSUs, 20% stock options; PRSUs pay 0–200%; COI measured over two years with a third‑year service requirement; Relative TSR measured over three years vs. a 25‑company comparator group .
• Long‑term incentive (2022–2024 performance cycle): primary COI/ROIC thresholds not met; vesting determined by secondary metric (relative EBIT margin) at 61st percentile → 60% payout; Bragdon vested 982 PRSUs on Mar 5, 2025 .

Equity Ownership & Alignment

• Beneficial ownership (as of record dates):
  • 2016: 78,457 shares
  • 2020: 39,163 shares
  • 2022: 46,497 shares
  • 2023: 61,087 shares
  • 2024: 82,377 shares
  • 2025: 98,114 shares; <1% of shares outstanding

• Outstanding equity detail (12/31/2024):
  • Options: 66,339 exercisable; 24,299 unexercisable
  • Time‑based RSUs unvested: 9,535 units (market value $800,273 at $83.93)
  • PRSUs unearned (at target): 7,914 units (market value $664,221 at $83.93)

• Vesting cadence and governance:
  • RSUs and options typically vest 25% annually over 4 years; for retirement‑eligible executives (Bragdon qualifies), vest 12.5% every six months over 4 years .
  • Hedging/pledging of company stock is prohibited for directors and senior officers; insider trading policy on file; executive stock ownership guidelines require 3× salary for EVPs; 50% net‑after‑tax retention until guideline met .
  • Ownership guidelines calculation excludes unvested PRSUs (amended late 2022) .

Employment Terms

• No individual employment contracts; executives are at‑will employees; company prohibits single‑trigger CIC severance and option repricing; clawbacks in effect .
• Change‑in‑control (CIC) plan (double‑trigger): if terminated without cause or resigns for good reason within 12 months post‑CIC:
  • Cash severance: 3.75× base salary for Bragdon; health benefits up to 18 months; options/RSUs accelerate; PRSUs vest pro‑rata at target .
  • Estimated CIC payout as of 12/31/2024 for Bragdon: $2,698,125 cash; $30,853 insurance; $10,009 option acceleration; $800,273 RSUs; $364,928 PRSUs; total $3,904,188 .
• Termination without cause (non‑CIC): cash severance equal to 3× base salary for Bragdon; health benefits up to 18 months; no equity acceleration; estimated total $2,189,353 as of 12/31/2024 .
• Death/Disability/Retirement: pro‑rata treatment for options and PRSUs; RSUs accelerate per terms; estimated retirement‑eligible amounts include PRSU pro‑ration and STI pro‑ration; Bragdon’s retirement table shows PRSU value pro‑ration $82,419; STI $341,929; 401(k) Excess Plan match $30,183 .
• Clawbacks: 2017 policy (misconduct‑based) and a 2023 policy compliant with Nasdaq Rule 5608 (no misconduct requirement) .

Compensation Structure Analysis

• Mix shift increases performance linkage: 2024 equity moved from 40% options / 40% RSUs / 20% PRSUs to 20% options / 40% RSUs / 40% PRSUs for NEOs (ex‑CEO/J. Boyle) .
• STI design tightened: removed individual component; lowered maximum payout to 140% (from 200%) to control expense; threshold at 70% of target (25% payout) .
• New LTI metrics: introduced 50% Relative TSR PRSUs and 50% two‑year COI PRSUs with a service “tail,” reducing forecasting risk and tying pay to market‑relative outcomes .
• Pay outcomes reflected performance: 2024 AOI at 84.1% of target → 60.3% STI payout; 2022–2024 PRSU paid at 60% on relative EBIT margin; no discretionary bonuses .

Performance & Track Record

• Total shareholder return (Value of $100 investment, incl. dividends): | Year | 2020 | 2021 | 2022 | 2023 | 2024 | |---|---:|---:|---:|---:|---:| | COLM TSR ($) | 87.50 | 98.56 | 89.90 | 82.90 | 88.77 |

• Financials (USD, Fiscal Year): | Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | |---|---:|---:|---:|---:|---:| | Revenues ($) | 2,501,554,000* | 3,126,402,000* | 3,464,152,000* | 3,487,203,000* | 3,368,582,000* | | EBITDA ($) | 329,650,000* | 566,575,000* | 483,456,000* | 393,347,000* | 326,685,000* |

*Values retrieved from S&P Global via GetFinancials.

Implications: 2021 was a profitability peak post‑COVID recovery; 2022–2024 show margin compression and lower EBITDA, consistent with below‑target AOI and reduced incentive payouts .

Say‑on‑Pay & Shareholder Feedback

Committee uses an independent consultant (FW Cook since Aug 2023) and benchmarks to an 18‑company peer set (e.g., Deckers, Skechers, Ralph Lauren, Under Armour, etc.) .

Risk Indicators & Governance

• Prohibited: hedging, pledging, option repricing, single‑trigger CIC; robust ownership guidelines and clawbacks; advisory say‑on‑pay support remains high .
• Related‑party transactions disclosed pertain to CEO/family aircraft sublease; none specific to Bragdon were disclosed in 2025 proxy .

Investment Implications

• Alignment: Rising personal share ownership (2016–2025), larger PRSU weighting, and prohibition on hedging/pledging support pay‑performance alignment and reduce governance risk .
• Retention/CIC protection: Bragdon’s severance is 3× base (non‑CIC) and 3.75× base (CIC), with full acceleration of time‑based equity and target PRSU treatment on a double trigger—protecting continuity but creating meaningful parachute value ($3.9M estimate as of 12/31/2024) .
• Incentive sensitivity: 2024 pay outcomes tracked performance (60.3% STI; 60% PRSU), and the 2024 LTI redesign (Relative TSR and COI) increases exposure to operational and market results; sustained AOI/EBIT margin improvement is required to lift payouts and reduce potential insider supply from biannual vesting .
• Macro/Execution: With EBITDA trending down from 2021 peak and TSR below $100 base in recent years, management’s ability to drive profit growth under the ACCELERATE strategy will directly influence Bragdon’s future realized pay and potential selling pressure around vest dates .