Sabrina L. Simmons
COLUMBIA SPORTSWEARAbout Sabrina L. Simmons
Independent director since 2018; age 62. Former EVP/CFO of Gap Inc. (2008–2017) after senior finance roles (2001–2008). Joined Petco Health and Wellness Co. as CFO in February 2025. Currently serves on Coursera, Inc.’s board as Audit Committee Chair; previously served on boards of Petco, e.l.f. Beauty, and Williams-Sonoma. Early career included Assistant Treasurer at Levi Strauss & Co. and CFO/board executive at Sygen International PLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | EVP & CFO | 2008–2017 | Led corporate finance; prior roles: EVP Corporate Finance (2007–2008), SVP Corporate Finance & Treasurer (2003–2007), VP & Treasurer (2001–2003) |
| Sygen International PLC | CFO and board executive | Not disclosed (prior to 2001) | Oversaw finance; genomics sector exposure |
| Levi Strauss & Co. | Assistant Treasurer | Not disclosed (prior to 2001) | Corporate treasury/finance exposure |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Coursera, Inc. (NYSE: COUR) | Director; Audit Committee Chair | Current | Chairs Audit Committee |
| Petco Health and Wellness (Nasdaq: WOOF) | Chief Financial Officer | Current (since Feb 2025) | Executive role; formerly board member |
| e.l.f. Beauty, Inc. | Director | Former | Audit experience; dates not disclosed |
| Williams-Sonoma, Inc. | Director | Former | Audit/finance committee work (historic) |
Board Governance
- Independence: Board determined Simmons is independent under Nasdaq/SEC rules .
- Committee assignments: Talent & Compensation Committee member and Nominating & Corporate Governance Committee member; not a chair .
- Attendance and engagement: Board met 6 times in 2024; independent directors held 4 executive sessions. Each director attended at least 75% of aggregate board and applicable committee meetings .
- Lead Independent Director: Andy D. Bryant; presides over executive sessions and fulfills chartered responsibilities .
- Committee meeting cadence (FY2024): Audit 6; Talent & Compensation 5; Nominating & Corporate Governance 5 .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Board Cash Retainer ($) | $97,500 | $100,000 | Base $80,000; Simmons’ total “Fees Earned” include committee fees |
| Committee Membership Fee ($) | Included in fees | Included in fees | $10,000 per committee membership |
| Committee Chair Fee ($) | N/A (not a chair) | N/A (not a chair) | Chair fees: Audit $40k; T&C $30k; N&CG $20k |
| Lead Independent Director Fee ($) | N/A | N/A | $50,000 if applicable |
| Equity Grant (RSUs) Grant-Date Fair Value ($) | $160,052 | $160,073 | Annual time-based RSUs; vest fully May 1 following grant |
| Merchandise Allowance ($) | $3,500 | $3,500 | Standard benefit |
| Total ($) | $261,052 | $263,573 |
Performance Compensation
- Director equity is time-based only (no performance metrics). Annual RSUs vest 100% on May 1 following grant; directors may elect to receive RSUs in lieu of all/half of the $80,000 board fee . | Equity Component | Metric | Design | Vesting | |---|---|---|---| | RSUs | Time-based | Annual grant valued at $160,000; priced on grant date; dividend discount applied | 100% vest on May 1 following grant |
Other Directorships & Interlocks
- Committee interlocks: Talent & Compensation Committee reports no interlocks or insider participation; Simmons is a member .
- Related-party transactions: None disclosed involving Simmons; related-person items in proxy involve CEO/family and aircraft sublease, reviewed by N&CG Committee (approval policy applied) .
- Potential interlocks/conflicts: Concurrent Petco CFO and Coursera Audit Chair roles increase time commitments; no COLM-disclosed transactions with those companies .
Expertise & Qualifications
- Finance/CFO expertise across global retail and e-commerce; treasury and capital markets experience (Gap, Levi Strauss) .
- Public company audit leadership (Audit Chair at Coursera; prior audit committee roles at Williams-Sonoma/e.l.f.) .
- Retail/apparel sector depth; governance and compensation oversight via COLM committee memberships .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares | 14,752 |
| Options exercisable within 60 days | 6,852 |
| RSUs vesting within 60 days | 1,935 |
| Ownership % of outstanding | <1% |
| Director ownership guidelines | Minimum lesser of 5x board fee or 5,200 shares |
| Compliance status | All non-employee directors with ≥5 years have met guidelines (Simmons joined 2018) |
| Hedging/pledging | Prohibited by Insider Trading Policy for directors |
Governance Assessment
- Board effectiveness: Independent status, dual committee memberships, and participation in executive sessions support robust oversight; Simmons also serves on the Talent & Compensation Committee that retains independent consultant FW Cook .
- Alignment and pay structure: Director pay balanced between fixed cash and equity; ability to take RSUs in lieu of cash enhances alignment. Simmons’ 2024 mix: $100,000 cash, $160,073 equity .
- Ownership alignment: Beneficial ownership plus near-term RSUs/options; director guidelines met after five years; hedging/pledging barred—reduces misalignment risk .
- Conflicts/related-party exposure: No Simmons-related transactions disclosed; broader related-party items (CEO family employment; aircraft sublease) undergo N&CG review and ratification—mitigates but remains a governance sensitivity for investors .
- Engagement risk indicators: Simmons holds a demanding external CFO role (Petco) and an Audit Chair role (Coursera), increasing time-commitment considerations. COLM reports minimum 75% attendance across directors and Simmons remains on two key committees, indicating baseline engagement .
- Shareholder sentiment: 2025 Say-on-Pay passed (For: 51,279,779; Against: 1,154,084), indicating general support for compensation governance .
RED FLAGS
- Potential time-commitment stretch due to concurrent Petco CFO and Coursera Audit Chair roles; monitor attendance and committee deliverables each proxy cycle .
- Ongoing related-party arrangements at COLM (aircraft sublease with CEO-owned LLC; employment of CEO’s children) are reviewed/ratified but can weigh on governance optics; continued N&CG oversight is critical .
Director Compensation Details (Reference)
| Component | Structure | 2024 |
|---|---|---|
| Board Cash Fee | $80,000 annual | Part of $100,000 total cash fees |
| Committee Membership | $10,000 per committee | Included in fees |
| Chair Fees | Audit $40k; T&C $30k; N&CG $20k | Not applicable to Simmons (not a chair) |
| Lead Independent Director | $50,000 | N/A for Simmons |
| Equity | RSUs valued at $160,000 | $160,073 grant-date FV |
| Merchandise Allowance | $3,500 | $3,500 |
Say-on-Pay (2025)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 51,279,779 | 1,154,084 | 49,920 | 1,296,160 |
Notes on Insider Trades
- Form 4 insider trading retrieval for Sabrina L. Simmons could not be executed due to a data access authorization error; no Simmons-specific Form 4 data is disclosed in the proxy. Related-person transactions section lists none involving Simmons .