Ronald E. Nelson
COLUMBIA SPORTSWEARAbout Ronald E. Nelson
Independent director since 2011; age 82. Former NIKE executive (joined 1976; Vice President 1982–1997 across advertising, promotions, retail operations, global footwear sourcing/financing, and global apparel; President of NIKE Japan 1995–1997). Previously served on Columbia’s advisory board in the 1970s. Brings deep apparel/footwear, supply chain, marketing, and global operations expertise relevant to COLM’s strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | Vice President; various global operating roles | 1982–1997 | Oversaw early advertising/promotions, retail operations, global sourcing/financing, global apparel; President of NIKE Japan (1995–1997) |
| Columbia Sportswear Company | Advisory Board Member | 1970s | Early advisory relationship; industry insights |
External Roles
No other current public company directorships disclosed in the proxy for Mr. Nelson .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Nelson is independent under Nasdaq/SEC rules |
| Committee Memberships | Audit Committee (member) |
| Committee Chairs | None (Audit Chair is Malia H. Wasson) |
| Meetings/Attendance | Board met 6x; independent directors held 4 executive sessions; each director attended ≥75% of combined board/committee meetings in 2024 |
| Lead Independent Director | Andy D. Bryant (leads executive sessions; 1-year renewable term) |
- Audit Committee mandate includes oversight of financial reporting, internal controls, auditor independence, and cybersecurity; members meet independence and financial literacy requirements (committee includes Nelson) .
- Board has no mandatory retirement age; refreshment considered by Nominating & Governance Committee (four new directors since 2019) .
Fixed Compensation
Director pay structure and Mr. Nelson’s 2024 actuals.
| Component | Program Terms (Non-Employee Directors) | Citation |
|---|---|---|
| Board Service Fee | $80,000 annual cash; option to elect RSUs in lieu of half or all | |
| Committee Member Fee | $10,000 per committee (non-chair) | |
| Committee Chair Fee | Audit $40,000; Talent & Comp $30,000; Nominating & Gov $20,000 | |
| Lead Independent Director | $50,000 annual fee | |
| Annual Equity Grant | Time-based RSUs valued at $160,000; vest 100% on May 1 following grant | |
| Merchandise Allowance | $3,500 |
| 2024 (Paid/Granted) | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Cash) | 50,000 | Audit member fee ($10k) plus board fee cash after electing RSUs for $40k of board fee |
| Stock Awards (Fair Value) | 200,112 | Includes $160k annual RSUs + $40k RSUs in lieu of board fee |
| Option Awards | — | No option grants to directors in 2024 |
| All Other Compensation | 3,500 | Merchandise allowance |
| Total | 253,612 | Sum of the above |
Performance Compensation
Directors do not receive performance-based equity; annual director equity is time-based RSUs vesting on May 1 after grant. For 2024, Mr. Nelson’s RSU award value was $200,112 (including election of RSUs in lieu of $40,000 of board fee); vesting is time-based only, with no performance metrics .
| Equity Detail | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs + RSU-in-lieu | 200,112 | 100% on May 1 following grant date | None (time-based) |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee Interlocks | Proxy states no interlocks requiring Item 404 disclosure for compensation committee members or executives; Nelson is not on Talent & Compensation Committee |
Expertise & Qualifications
- Apparel/footwear industry, global supply chain, marketing, and growth strategy experience from NIKE leadership roles .
- Audit Committee service contributes to financial reporting and control oversight; committee meets independence and literacy standards .
Equity Ownership
| As of Date | Shares Beneficially Owned | % Outstanding | Components (within 60 days) |
|---|---|---|---|
| April 1, 2025 | 36,519 | <1% | Options exercisable: 17,052; RSUs vesting: 2,419 |
| Outstanding Awards (12/31/2024) | Count | Notes |
|---|---|---|
| Stock Awards Outstanding | 2,419 | Unvested RSUs |
| Option Awards Outstanding | 21,021 | Director options outstanding |
- Director stock ownership guidelines: minimum of the lesser of 5x annual board fee or 5,200 shares; directors with ≥5 years of service have met guidelines (Nelson has served since 2011) .
- Hedging/pledging of Columbia securities is prohibited for directors/officers (alignment signal) .
Governance Assessment
- Independence and Committees: Nelson is independent and serves on the Audit Committee, supporting robust financial oversight alongside an independent audit chair and auditor independence processes .
- Engagement: Board met 6x; independent directors held 4 executive sessions; all directors met the ≥75% attendance threshold—no individual shortfalls disclosed .
- Pay Structure Alignment: Mix of modest cash retainers and significant time-based RSUs, with optional RSUs in lieu of cash, aligns director incentives with shareholder value without performance gaming; no options granted in 2024; merchandise allowance is minimal ($3,500) .
- Ownership and Policies: Beneficial ownership with exercisable options and imminent RSU vesting, compliance with director ownership guidelines, and prohibition on hedging/pledging support alignment and risk controls .
- Conflicts/Related Parties: No related-party transactions disclosed for Nelson; Board affirmed independence determinations with no undisclosed material relationships; related-party items in proxy concern CEO/family and an aircraft sublease not involving Nelson .
- Investor Sentiment: Say-on-pay support reported at 93% in 2024, indicating broad investor confidence in compensation governance; while focused on executives, it reflects overall governance climate .
RED FLAGS: None disclosed specific to Nelson (no pledging/hedging permitted; no related-party ties reported; attendance met threshold). Board has no mandatory retirement age; ongoing refreshment processes mitigate tenure risk .