Timothy P. Boyle
COLUMBIA SPORTSWEARAbout Timothy P. Boyle
Timothy P. Boyle (age 75) is Chairman, President and CEO of Columbia Sportswear; he has served on the Board since 1978, joined Columbia in 1971, became CEO in 1988, and reassumed the President role in 2017. He is Columbia’s largest shareholder and combines the CEO and Chair roles, with a Lead Independent Director in place for board balance . In FY2024, Columbia reported net sales of $3.37B (–3% YoY), operating income of $270.7M (–13% YoY), and diluted EPS of $3.82 (–7% YoY) . Over the last five fiscal years, the company’s total shareholder return (TSR) equated to $88.77 on a $100 base as of 12/31/2024 versus a $99.47 peer index, while net income was $223.3M and adjusted operating income (AOI) $312.4M in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Columbia Sportswear | General Manager | 1971–1988 | Early leadership across nearly every function, scaling the company into a global outdoor brand . |
| Columbia Sportswear | President | 1988–2015; 2017–present | Reassumed President in 2017; executive leadership of strategy and operations . |
| Columbia Sportswear | Chief Executive Officer | 1988–present | Multi-decade CEO tenure growing Columbia into a global leader in outdoor apparel and footwear . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Northwest Natural Holding Company (NYSE: NWN) and subsidiary | Director | — | Public utility board experience; additional governance exposure . |
| Craft Brew Alliance, Inc. | Director (former) | — | Prior consumer company board experience . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | 1,080,000 | 120% | 1,296,000 | 781,488 |
Notes:
- CEO target annual compensation is majority at-risk; approximately 78% of the CEO’s 2024 target annual compensation was performance-based (short- and long-term incentives) .
- Annual bonus metric is 100% corporate AOI (adjusted operating income) with a threshold/target/max payout curve; for 2024, AOI target was $371.5M, actual AOI was $312.4M (84.1% of target), resulting in a 60.3% of target payout .
Performance Compensation
Annual Incentive (Short-Term, FY2024)
| Metric | Weight | Target | Actual | Payout as % of Target | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted Operating Income (AOI) | 100% | $371.5M | $312.4M | 60.3% | Cash paid in early 2025 |
Long-Term Incentive (Completed Cycle: 2022–2024, certified Mar 2025)
| Award | Metrics | Weighting | Performance Outcome | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| CEO long-term cash award | Primary: 3-yr COI and 3-yr ROIC; Secondary: Relative EBIT Margin | 50% COI / 50% ROIC; EBIT Margin used only if primary below threshold | COI $1.1B and avg ROIC 15% (both below threshold); EBIT Margin at 61st percentile → 60% payout | CEO: $975,000 (60% of target) | Paid after certification in March 2025 |
Long-Term Incentive (In-Flight Grants: 2024–2026 design)
| Award | Metric | Weight | Target | Payout Curve (threshold→max) | Vesting/Timing |
|---|---|---|---|---|---|
| CEO long-term cash (TSR) | 3-yr Relative TSR vs Comparator Group | 50% | $1,225,000 | 25%→200% of target (at 25th→≥90th percentile) | Vests 12/31/2026; paid early 2027 upon committee approval |
| CEO long-term cash (COI) | 2-yr COI (2024–2025) + 1-yr service (2026) | 50% | $1,225,000 | 50%→200% (COI threshold at 50%) | Vests 12/31/2026; paid early 2027 upon approval |
Comparator/peer groups and methodology:
- Relative TSR Comparator Group includes 25 sector peers (e.g., NIKE, Deckers, Skechers, V.F. Corp., etc.) for 3-year TSR ranking and 0–200% payout .
- Executive Compensation Peer Group (for market pay benchmarking) includes 18 apparel/retail peers (e.g., Lululemon, Levi Strauss, Ralph Lauren, Under Armour); committee considers median (50th percentile) as one of several inputs and does not target a specific percentile .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 23,182,322 shares; 38.9% of shares outstanding (controls the company) . |
| Structure of holdings | Includes grantor retained annuity trusts (10,881,560 shares), a voting trust (2,000 shares, with successor trustee provisions), and options exercisable within 60 days; also 1,014 shares in trust for spouse . |
| Options | 79,284 options granted 10/21/2021 at $98.74 strike; expire 10/21/2031; fully vested by 12/31/2023 . |
| Stock price reference (12/31/2024) | $83.93 (closing price used for award valuation in proxy footnotes) . |
| Hedging/pledging | Prohibited for directors and covered officers per Insider Trading Policy; reduces pledge risk . |
| Ownership guidelines | CEO guideline = 6x salary; policy counts direct holdings, family/trust holdings, in-the-money vested options, and unvested time-based RSUs (PRSUs excluded since 2022 amendment). With 38.9% ownership, Boyle far exceeds the guideline . |
Implication: As-of 12/31/2024, his 2021 options were out-of-the-money vs $83.93 reference, reducing near-term exercise/selling pressure from options; future LTI is cash-settled and vests at end-2026, also limiting equity-driven selling pressure pre-2027 .
Employment Terms
- Employment agreement: None; Columbia lists “Employment contracts” among practices it does not do .
- Change-in-control (CIC) severance: CEO is not eligible for the CIC severance plan (other NEOs are at 3.75x or 3.0x salary multiples for CoC terminations; double-trigger) .
- Termination scenarios (as-of 12/31/2024 tables):
- Retirement: CEO estimated pro-rata LTI cash of $975,000 plus pro-rated annual incentive based on performance; he is retirement-eligible (55 years old and 10 years of service) .
- Death/Disability: CEO estimated LTI cash of $1,793,158 and pro-rated annual incentive payout based on actual performance; options follow plan vesting rules (see proxy footnotes) .
- Clawbacks: 2017 misconduct-based recoupment policy for incentives and a 2023 Nasdaq-compliant no-fault policy applying to executive officers for erroneously awarded incentive-based comp after any required restatement .
- Hedging/pledging: Prohibited, as above .
Board Governance (Boyle as Director)
- Service and roles: Director since 1978; Chairman since Jan 2020; also President and CEO, making him a non-independent director .
- Board structure: 10 directors; 9 of 10 are independent; Lead Independent Director (Andy D. Bryant) presides over executive sessions and provides independent counterbalance to combined Chair/CEO structure .
- Committees: Audit (Wasson, Chair), Talent & Compensation (Babson, Chair), Nominating & Corporate Governance (Bryant and Mansell, Co-Chairs); Boyle does not serve on standing committees .
- Meetings and attendance: The Board met six times in 2024; independent directors held four executive sessions; each director attended at least 75% of required meetings .
- Director pay: Employee directors receive no separate board compensation (non-employee director pay structure summarized separately in proxy) .
Dual-role implications: The combined CEO/Chair model concentrates authority and, given Boyle’s ~39% stake, creates potential independence and entrenchment concerns; mitigations include 90% independent board, a Lead Independent Director, and independent committees .
Related Party Transactions (Governance Watch Items)
- Family employment: Joseph P. Boyle (son) is EVP, Columbia Brand President; 2024 annualized salary $620,000; compensation reviewed and ratified by the Nominating & Corporate Governance Committee .
- Family employment and coaching: Molly E. Boyle (daughter) served as Senior Manager – eCommerce Buying (Jan–Oct 2024); annualized salary $164,198; Mr. Boyle repaid $32,083 for coaching services supplied to Ms. Boyle; arrangements reviewed and ratified .
- Aircraft sublease: Columbia subleases an aircraft from Alvador, LLC, wholly owned by Mr. Boyle and his wife, at $3,500 per flight hour; $182,000 paid in 2024; separate unaffiliated pilot services ($12,000); committee asserts terms at least as fair as arm’s-length .
Compensation Structure Analysis (Signals)
- Mix and risk: CEO target pay heavily at risk (circa 78% in 2024), with LTI fully performance-based cash tied to COI and Relative TSR; the CEO typically does not receive equity grants given his large shareholding (except a 2021 option) .
- FY2024 plan design changes: Increased PRSU weighting for other NEOs to 40% and shifted metrics to 50% Relative TSR and 50% two-year COI (plus one-year service), reflecting difficulty in 3-year goal setting and a desire to strengthen pay-for-performance .
- Payout integrity: 2022–2024 LTI paid at 60% based on relative EBIT margin as COI/ROIC thresholds were not met; annual bonus paid at 60.3% of target based on AOI undershoot—both outcomes indicate downward sensitivity to underperformance .
- Governance practices: No repricing, no single-trigger CIC, independent compensation consultant (FW Cook), and formal clawbacks; prohibition on hedging/pledging .
Equity Ownership & Alignment (Detail Table)
| Item | Value |
|---|---|
| Shares beneficially owned | 23,182,322 |
| % of shares outstanding | 38.9% |
| Options outstanding (exercisable) | 79,284; strike $98.74; exp. 10/21/2031 |
| Reference share price (12/31/2024) | $83.93 |
| Hedging/pledging | Prohibited |
| CEO ownership guideline | 6x salary (exceeded) |
Employment & Severance Economics (CEO)
| Provision | Terms |
|---|---|
| Employment contract | None (company does not use employment contracts) |
| CIC severance eligibility | Not eligible (other NEOs: 3.75x or 3.0x salary; double trigger) |
| Retirement scenario (as-of 12/31/2024) | Pro-rata LTI cash $975,000; annual bonus pro-rated based on actual performance |
| Death/Disability (as-of 12/31/2024) | LTI cash $1,793,158; pro-rated annual bonus based on actual performance |
| Clawbacks | 2017 misconduct-based; 2023 Nasdaq-compliant no-fault restatement clawback |
Director Compensation (as applicable to Boyle)
- Employee directors receive no separate director compensation; only non-employee directors receive board fees/equity retainers .
- Director stock ownership guideline: Non-employee directors are encouraged to hold the lesser of 5x annual board fee or 5,200 shares; met by all directors with ≥5 years of service .
Other Directorships & Interlocks
- Current: Director at Northwest Natural Holding Company and subsidiary .
- Prior: Director at Craft Brew Alliance, Inc. .
- No disclosed problematic interlocks at Columbia’s Compensation Committee (no insiders; no interlocks reported) .
Performance & Track Record (select 2024 highlights)
- 2024: Inventory reduced 7% YoY; gross margin 50.2%; cost savings via Profit Improvement Program; returned $388M to shareholders ($318M buybacks; $70M dividends); groundwork for “ACCELERATE” growth strategy .
- Pay vs performance: 5-year TSR below peer index; 2024 net income $223.3M; 2024 AOI $312.4M (used in comp plans) .
Investment Implications
- Alignment vs control risk: Boyle’s ~39% ownership creates powerful alignment with long-term equity value but concentrates control; combined Chair/CEO heightens governance risk, partially mitigated by a strong Lead Independent Director and an independent board/committees .
- Pay-for-performance integrity: Both annual and long-term incentives paid below target for the latest cycles when operating and returns metrics underperformed (60–60.3%); 2024 LTI shifts to Relative TSR and COI should sharpen linkage to shareholder outcomes and profitability .
- Selling/vesting pressure: CEO holds fully vested 2021 options struck at $98.74 vs 12/31/2024 price of $83.93, implying no near-term option exercise pressure; current LTI is cash-settled vesting at end-2026, limiting equity-driven sales before 2027; hedging/pledging prohibited .
- Severance and parachute risk: CEO is excluded from the CIC plan—reducing golden parachute optics and potential transaction misalignment; clawbacks in place .
- Governance watch items: Related party aircraft sublease ($182,000 in 2024), family employment, and a Voting Trust structure are ongoing monitoring points despite committee oversight and ratification .
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