Richelle T. Luther
Executive Vice President, Chief Administrative Officer and General Counsel at 
COLUMBIA SPORTSWEAR
COLUMBIA SPORTSWEARExecutive
About Richelle T. Luther
Executive Vice President, Chief Administrative Officer and General Counsel (appointed Nov 12, 2025). Previously EVP, Corporate Affairs & Chief Human Resources Officer (since Jan 2023), SVP & CHRO (2015–2023), and Deputy General Counsel (joined 2008). Disclosed age 54 as of the FY 2022 10-K filing; prior experience includes Corporate Secretary & Chief Governance Officer at Northwest Natural Gas and attorney at Stoel Rives LLP . Company performance context: FY2024 net sales $3.37B, operating income $270.7M, diluted EPS $3.82; company used adjusted operating income (AOI) to fund annual incentives and paid out at 60.3% of target on 84.1% AOI achievement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Columbia Sportswear Company | EVP, Chief Administrative Officer & General Counsel | 2025–present | Supports succession plan; consolidates corporate administration and legal oversight |
| Columbia Sportswear Company | EVP, Corporate Affairs & Chief Human Resources Officer | 2023–2025 | Led corporate affairs and human capital strategy; aligned with “Empower talent” priority |
| Columbia Sportswear Company | SVP & Chief Human Resources Officer | 2015–2023 | Built HR frameworks and governance; executive compensation processes interface |
| Columbia Sportswear Company | Deputy General Counsel | 2008–2015 | Legal, compliance, governance foundations |
| Northwest Natural Gas | Corporate Secretary & Chief Governance Officer | 2002–2008 | Corporate governance leadership |
| Stoel Rives LLP | Attorney | 1997–2002 | Corporate/securities legal practice |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Northwest Natural Gas | Corporate Secretary & Chief Governance Officer | 2002–2008 | Pre-Columbia governance leadership |
| Stoel Rives LLP | Attorney | 1997–2002 | Pre-Columbia legal experience |
Fixed Compensation
No Richelle-specific cash compensation amounts are disclosed in the proxy. Columbia’s executive program components: base salary; annual short‑term incentive (corporate AOI target only); and long‑term incentives (mix of stock options, time‑based RSUs, and PRSUs for most EVPs; CEO receives long‑term cash tied to same PRSU metrics) . 2024 annual bonus design: threshold at 70% of AOI target pays 25% of target, target pays 100%, maximum pays 140%; corporate AOI target set at $371.5M and achieved $312.4M → 60.3% of target payout for eligible executives .
Performance Compensation
| Metric | Weighting | Target/Comparator | Actual/Payout | Vesting |
|---|---|---|---|---|
| Executive Incentive Plan – AOI | 100% (corporate only) | AOI target $371.5M | Actual AOI $312.4M; 84.1% of target → plan paid 60.3% of target to eligible execs | Paid early 2025 for 2024 plan year (employment on 12/31 required; “retirement” exception) |
| PRSUs – Cumulative Operating Income (COI) | 50% of PRSU value (2024 grants) | Two‑year COI performance (2024–2025); threshold 50% of target | Earned PRSUs approved Mar 2026; then subject to one‑year service requirement | Vest Dec 31, 2026 (after 2y performance + 1y service) |
| PRSUs – Relative TSR | 50% of PRSU value (2024 grants) | 3‑year TSR vs 25‑company comparator; 25th/50th/75th/≥90th percentile → 25%/100%/150%/200% of target | Linear interpolation between levels; grant value discounted for dividends not received | Vest Dec 31, 2026; payout certified early 2027 |
| Stock Options | 20% of 2024 EVP equity mix | Strike set at 100% of market price on grant date | Value only if stock appreciates; aligns with shareholder outcomes | Typically 25% per year over 4 years; retirement-eligible awards vest 12.5% semi‑annually |
| Time‑based RSUs | 40% of 2024 EVP equity mix | Shares vest over time; value tracks stock price | Retention + alignment via downside risk | Typically 25% annually over 4 years; retirement‑eligible awards vest 12.5% semi‑annually |
Notes:
- 2024 change increased PRSU emphasis to 40% of EVP equity, reduced options to 20% to strengthen pay‑for‑performance .
- 2022–2024 cycle PRSUs paid at 60% of target based on EBIT margin percentile (COI/ROIC thresholds not met), illustrating rigorous performance gating .
Equity Ownership & Alignment
- Stock ownership guidelines: EVPs encouraged to hold Company stock valued at 3x annual salary; calculation includes direct holdings, family/trust holdings, in‑the‑money vested options, and unvested time‑based RSUs; five‑year window to reach threshold; retain 50% of RSUs/PRSUs net after tax until compliant .
- Hedging and pledging are prohibited for directors and senior officers; company policy bans prepaid variable forwards, swaps, collars, and exchange funds; reinforces alignment and reduces leverage/pledging risk .
- Group ownership: all executive officers and directors collectively held 26,957,482 shares (48.3% of shares outstanding) as of April 1, 2025, indicating high insider alignment; group total includes executive officers such as Richelle T. Luther, but individual holdings for Luther are not separately disclosed in the proxy .
Employment Terms
- No individual employment contracts for executives; “best practices” explicitly note no single‑trigger CIC severance and caps on incentive programs .
- Change‑in‑control severance plan: specified key employees, including named executive officers, eligible; double‑trigger (termination without cause or resignation for good reason following a CIC) with cash severance multiples and benefit continuation; PRSUs accelerate at target on a pro‑rated basis; options/RSUs accelerate in full upon qualifying CIC termination . Severance multiples are disclosed for named EVPs only; participation details for Luther are not specifically enumerated in filings.
- Clawbacks: 2017 policy for fraud/misconduct tied to restatements and 2023 policy compliant with Nasdaq Rule 5608 mandating recovery of erroneously awarded incentive‑based compensation regardless of misconduct .
Performance & Track Record
- Strategic priorities include “Empower talent through a diverse and inclusive workplace,” aligning with Luther’s HR leadership remit during 2015–2025 .
- Company performance context over 2020–2024:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 87.50 | 98.56 | 89.90 | 82.90 | 88.77 |
| Peer Group TSR (Russell 1000 Clothing & Accessories) (Value of $100) | 107.95 | 119.66 | 83.51 | 107.14 | 99.47 |
| Net Income ($ mm) | 108.0 | 354.1 | 311.4 | 251.4 | 223.3 |
| Adjusted Operating Income (AOI) ($ mm) | 212.0 | 504.7 | 477.7 | 365.7 | 312.4 |
- FY2024 snapshot: Net sales $3.37B (-3% YoY), gross margin 50.2% (+60 bps YoY), operating income $270.7M (-13% YoY), diluted EPS $3.82 (-7% YoY) .
Governance, Ownership Guidelines, and Insider Policies
- Executive ownership guidelines and anti‑hedging/pledging rules apply to senior officers; insider trading policies referenced in 10‑K exhibit .
- Talent & Compensation Committee uses independent consultant (FW Cook), peer groups, and balanced metrics (COI, ROIC, Relative TSR, AOI) to calibrate pay‑for‑performance .
Investment Implications
- Alignment: Rigorous pay design (corporate AOI for annual bonus; multi‑year COI and Relative TSR for PRSUs) and prohibitions on hedging/pledging reduce misalignment risk and potential forced selling from pledged shares .
- Retention: Multi‑year vesting (options/RSUs over 4 years; PRSUs vest in 2026) and ownership guidelines promote retention; Luther’s long tenure since 2008 and elevation to CAO & General Counsel in Nov 2025 signal institutional continuity amid succession planning .
- Change‑in‑control economics: Company uses double‑trigger CIC with pro‑rated PRSU vesting at target upon qualifying termination; while specific terms for Luther are not disclosed, framework is shareholder‑friendly (no single trigger; capped incentives) .
- Execution risk: FY2024 softness (AOI and EPS declines) resulted in below‑target payouts (60.3%), demonstrating compensation’s sensitivity to operating performance; continued emphasis on Relative TSR reduces forecasting risk and ties payouts to market‑relative value creation .