Stephen E. Babson
COLUMBIA SPORTSWEARAbout Stephen E. Babson
Stephen E. Babson (age 74) has served on Columbia Sportswear’s Board since 2002 and is an independent director; he chairs the Talent and Compensation Committee and brings combined financial and legal expertise from his private equity and law career . He is a Managing Director at Endeavour Capital (since 2002) and previously was a partner (1984–2002) and chairman (1999–2002) at Stoel Rives LLP, following service as an attorney beginning in 1978 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stoel Rives LLP | Attorney | 1978–1984 | Legal practice |
| Stoel Rives LLP | Partner | 1984–2002 | Senior leadership in legal practice |
| Stoel Rives LLP | Chairman | 1999–2002 | Firm leadership; governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endeavour Capital | Managing Director | 2002–present | Private equity leadership and capital markets expertise |
| ATL Technology, LLC | Director (private company) | Not disclosed | Board oversight (private) |
| Peninsula Holdings, LLC | Director (private company) | Not disclosed | Board oversight (private) |
| ENTEK Technology Holdings LLC | Director (private company) | Not disclosed | Board oversight (private) |
Board Governance
- Committee assignments: Chair, Talent and Compensation Committee; not a member of Audit or Nominating in 2024 .
- Committee activity: Audit met 6 times, Talent and Compensation met 5 times, and Nominating met 5 times in fiscal 2024 .
- Independence: Board determined Mr. Babson and the Compensation Committee members are independent; all Compensation Committee members are “non-employee directors” under Rule 16b-3 .
- Attendance: Each director attended at least 75% of Board and relevant committee meetings in 2024; independent directors held four executive sessions .
- Lead Independent Director: Andy D. Bryant (not Babson) serves as Lead Independent Director under a Board-adopted charter .
- Compensation Committee membership: Stephen E. Babson (Chair), John W. Culver, Kevin Mansell, Sabrina L. Simmons .
- Compensation consultant: FW Cook retained in August 2023 as independent advisor; reports directly to the committee and provides market data, peer analyses, and performance measure evaluations .
Fixed Compensation
| Component | Structure/Amount | 2024 Babson Actual ($) |
|---|---|---|
| Annual Board Service Fee (cash) | $80,000; election to receive RSUs for half/all allowed | $70,000 cash (after RSU election) |
| Committee Membership Fee | $10,000 per committee | $0 disclosed; Babson as Chair only |
| Committee Chair Fee | $30,000 (Talent & Compensation) | Included in cash figure above |
| Lead Independent Director Fee | $50,000 (if applicable) | N/A (not Babson) |
| Merchandise Allowance | $3,500 | $3,500 |
Notes: Babson elected RSUs in lieu of $40,000 of the annual board service fee for the 2024–2025 term, reducing cash compensation accordingly .
Performance Compensation
| Equity Element | Grant Value | Form | Vesting | 2024 Babson Stock Awards ($) | Performance Metrics |
|---|---|---|---|---|---|
| Annual Non-Employee Director Equity | $160,000 time-based RSUs; present value of foregone dividends deducted | RSUs | 100% vest on May 1 following grant (subject to weekend/Nasdaq holiday postponement) | $200,112 (includes annual equity plus elected RSUs in lieu of cash) | None; director RSUs are time-based, not performance-based |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed; service noted on privately-held company boards |
| Committee interlocks | None requiring disclosure under Item 404; no insider participation by Compensation Committee members |
| Related-party transactions | None undisclosed; Board saw no undisclosed material relationships affecting independence determinations |
Expertise & Qualifications
- Financial and legal expertise; private equity background provides insights on capital markets, strategic planning, and financial integrity .
- Long-tenured director with governance experience overseeing executive compensation programs and human capital initiatives .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (Apr 1, 2025) | 185,665 shares; less than 1% of outstanding |
| Breakdown | 4,500 shares held by Babson Capital Partners, LP (Babson as GP); 2,750 shares held by trust (Babson as trustee; family beneficiaries); 2,000 shares held by spouse; 28,839 shares held by trust (spouse as trustee; family beneficiaries) |
| Options exercisable within 60 days of Apr 1, 2025 | 19,661 shares |
| RSUs vesting within 60 days of Apr 1, 2025 | 2,419 shares |
| Unvested stock awards outstanding (Dec 31, 2024) | 2,419 shares |
| Option awards outstanding (Dec 31, 2024) | 19,661 shares |
| Director stock ownership guidelines | Minimum of the lesser of 5x annual board fee or 5,200 shares; all non-employee directors serving ≥5 years meet guidelines |
| Hedging/pledging | Prohibited for directors and certain officers under Insider Trading Policy |
Director Compensation (Detail)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 70,000 | 200,112 | — | 3,500 | 273,612 |
Signals from Shareholder Votes (Engagement and Confidence)
| Item | Votes For | Against/Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of Stephen E. Babson (2025 AGM) | 51,247,664 | 1,236,119 | 1,296,160 |
| Say-on-Pay (2025 AGM) | 51,279,779 | 1,154,084 | 1,296,160; Abstentions: 49,920 |
Strong support for Babson’s re-election and executive compensation (non-binding) indicates investor confidence in board oversight and compensation practices .
Governance Assessment
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Strengths:
- Independent status and long tenure provide institutional knowledge; chairs a key committee overseeing executive compensation with support from an independent consultant (FW Cook) .
- Clear director pay structure with meaningful equity component and optional RSU deferral strengthens alignment; Babson elected RSUs in lieu of cash in 2024–2025 .
- Ownership guidelines and hedging/pledging prohibitions enhance alignment and risk control; Babson meets director ownership guidelines given his tenure and holdings .
- Board and committee activity at regular cadence; directors met attendance thresholds; regular independent director executive sessions .
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Potential risks/RED FLAGS to monitor:
- External private equity role and multiple private boards could present potential conflicts if counterparties overlap with Columbia’s ecosystem, though the proxy discloses no related-party transactions or interlocks requiring Item 404 disclosure and confirms independence determinations (no undisclosed material relationships) .
- Option awards remain outstanding (19,661 shares) which can create different incentives than RSUs; however, director equity is time-based and standard for alignment without performance metrics .
Overall, current disclosures support Babson’s independence, engagement, and alignment; strong shareholder voting outcomes in 2025 reinforce governance confidence under his Compensation Committee leadership .