DEF 14A 1 umpqdef14a2018proxystateme.htm DEF 14A Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 2018
___________________

The annual meeting of shareholders of Umpqua Holdings Corporation will be held at RiverPlace Hotel, 1510 SW Harbor Way, Portland, Oregon, at 2:00 p.m., local time, on Wednesday, April 18, 2018 to take action on the following:

ITEMS OF BUSINESS
Election of Directors. Elect 10 nominees to Umpqua Holdings Corporation’s board of directors, to hold office until the 2019 annual meeting of shareholders and qualification and election of their successors.
Ratification of Registered Public Accounting Firm Selection. Non-binding vote on the Audit and Compliance Committee’s selection of Moss Adams LLP as Umpqua Holdings Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
Amendment to Articles of Incorporation. Vote on an amendment to our Articles of Incorporation to implement a majority voting standard for the election of directors in uncontested elections.
Advisory Vote on Executive Compensation. Non-binding vote to approve the compensation of the named executive officers as described in the Proxy Statement for the 2018 Annual Meeting of Shareholders.
OTHER BUSINESS
Considering and acting upon such other business that is properly brought before the annual meeting or any adjournments or postponements thereof.
As of the date of this notice, the board of directors knows of no other matters that may be brought before shareholders at the meeting.

If you were a shareholder of record of Umpqua Holdings Corporation common stock as of the close of business on February 9, 2018, you are entitled to receive this notice and vote at the annual meeting, and any adjournments or postponements thereof. This Proxy Statement and accompanying proxy card are being sent or made available on or about March 2, 2018.

For instructions on voting, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of the Proxy Statement, on the enclosed proxy card. You can request to receive proxy materials by mail or e-mail. You may vote by mail, as well as by telephone and on the internet. You will find our Proxy Statement, Form 10-K and other important information at our website: https://www.umpquabank.com/investor-relations. When you visit our site, you can also subscribe to e-mail alerts that will notify you when we file documents with the SEC and issue press releases. Your vote is important. Whether or not you expect to attend the annual meeting, it is important that your shares be represented and voted at the meeting.
 
By Order of the Board of Directors,
 
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Andrew H. Ognall
March 2, 2018
EVP/General Counsel/Secretary



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PROXY STATEMENT FOR 2018 ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

PROXY SUMMARY
ANNUAL MEETING BUSINESS
ITEM 1. ELECTION OF DIRECTORS
ITEM 2. RATIFICATION OF REGISTERED PUBLIC ACCOUNTING FIRM APPOINTMENT
ITEM 3. AMENDMENT TO ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN UNCONTESTED ELECTIONS OF DIRECTORS
ITEM 4. ADVISORY VOTE ON RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
OTHER BUSINESS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
INFORMATION ABOUT EXECUTIVE OFFICERS
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
CORPORATE GOVERNANCE OVERVIEW
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SHAREHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS
RELATED PARTY TRANSACTIONS
DIRECTOR COMPENSATION
COMPENSATION DISCUSSION AND ANAYLSIS ("CD&A)
Section 1 - Executive Summary
Section 2 - Performance and Pay
Section 3 - Compensation Process and Decisions for 2017
Section 4 - Other Compensation Information
COMPENSATION COMMITTEE REPORT
COMPENSATION TABLES
INCORPORATION BY REFERENCE
QUESTIONS AND ANSWERS ABOUT VOTING AND THE SHAREHOLDER MEETING


These proxy materials are provided in connection with the solicitation of proxies by the board of directors of Umpqua Holdings Corporation for the annual meeting of shareholders and at any adjournments or postponements of the meeting. This Proxy Statement and accompanying proxy card are being sent or made available on or about March 2, 2018. In this Proxy Statement we refer to Umpqua Holdings Corporation as the “Company,” “Umpqua,” “we,” “us,” “our,” or similar references.
 



1


PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. For information about the meeting and voting please see Questions and Answers About Voting and the Shareholder Meeting at the end of this Proxy Statement. Your vote is very important. The board of directors is requesting that you allow your common stock to be represented at the annual meeting by the proxies named on the proxy card.

2017 FINANCIAL AND BUSINESS HIGHLIGHTS
 
 
 
LOAN AND DEPOSIT GROWTH



INCREASED EARNINGS

STRONG CREDIT QUALITY



PRUDENT CAPITAL MANAGEMENT
 
•    Total assets of $25.7 billion as of December 31, 2017, compared to $24.8 billion as of December 31, 2016 and $23.4 billion at December 31, 2015
o    Gross loans and leases grew 9%, or $1.6 billion, year-over-year
o    Deposits increased $927.3 million, or 5%, to $19.9 billion at December 31, 2017
•    2017 earnings per diluted share of $1.11 compared to $1.05 for 2016

•    Net charge-offs to average loans and leases of 0.22% for 2017 and 2016
•    Non-performing assets to total assets ratio of 0.37% in 2017 compared to 0.25% in 2016

•    Declared dividends of $0.68 per share in 2017 compared to $0.64 per share in 2016
•    Tangible book value grew by 5% in 2017, including the impact of dividends by 12%
 
 
 
SUCCESSFUL COMPLETION OF LEADERSHIP TRANSITION


INDUSTRY RECOGNITION

 
•    On January 1, 2017 Cort O’Haver became President and CEO of Umpqua and Umpqua Bank
•    The board of directors appointed Lead Director Peggy Fowler as independent Board Chair effective December 31, 2017, with the retirement of Ray Davis

•    Ranked 45th best bank on Forbes magazine’s “America’s Best and Worst Banks” published in January 2018

•    Named most admired financial services company in Oregon by the Portland Business Journal for the thirteenth consecutive year

•    Recognized as one of Oregon’s “Top Workplaces” by The Oregonian in September 2017
 
 
 
 
 
 

2


GOVERNANCE HIGHLIGHTS
 
 
 
SHAREHOLDER ENGAGEMENT
 
•    Annually shareholder outreach program to shareholders holding approximately 75% of our outstanding common stock to discuss corporate governance and compensation matters
•    Review compensation specific feedback with the independent Compensation Committee and governance feedback with the independent Governance Committee
 
 
 
BOARD OF DIRECTORS
 
•    Annual election of directors
•    Majority of the board is independent
•    Director resignation policy in uncontested elections for a nominee who does not receive a majority of votes for his or her election
•    Fully independent Audit, Compensation and Governance Committees
•    Average director tenure of 7 years and average director age of 57 years

 
 
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•    Annual strategic planning session
•    Regular executive sessions for all committees and the board
•    Annual board and committee evaluation process
•    No director serves on more than two public company boards

 
 
 

3


COMPENSATION HIGHLIGHTS
 
 
 
LONG-TERM AND PERFORMANCE FOCUSED PROGRAM






STRONG GOVERNANCE FEATURES
 
•    Predominantly performance-based incentive programs with conditions that encourage long-term value creation:
o    equity awards tied to total shareholder return and return on tangible common equity, each relative to a peer group
o    annual cash incentives tied to meaningful operating earnings per share results that are based on progress on key strategic initiatives
o    circuit-breaker provisions in incentive awards
o    100% of CEO awards are based on objective performance conditions

•    Stock retention, or hold-to-retirement, requirement for executive officers
•    Clawback provisions applicable to all cash incentives and equity awards
•    Minimum one-year equity award vesting requirement
•    Avoid problematic pay practices such as single-trigger change-in-control provisions and tax gross-ups on severance or change-in-control benefits
•    Independent Compensation Committee that engages its own advisors
•    Stock ownership requirements for directors and executive officers
•    Prohibit hedging transactions with Company stock
•    Cutback for compensation that would be subject to a lost deduction under Section 280G of the Code
•    No dividends on unvested equity awards
•    No significant perquisites


4


ANNUAL MEETING BUSINESS

Proposal
Number


     Proposal     


Vote Required for Approval

Effect of
    Abstentions  
Broker Discretionary Voting Allowed?
Effect of Broker Non-Votes
1
Election of Directors
Plurality*
No effect; not treated as a vote cast, except for quorum purposes
No
No Effect
2
Ratification of Independent
Registered Public Accounting Firm
Votes cast “For” exceed “Against” votes
No effect; not treated as a vote cast, except for quorum purposes
Yes
Not Applicable
3
Amendment to Articles of Incorporation
Votes cast “For” exceed “Against” votes
No effect; not treated as a vote cast, except for quorum purposes
No
No Effect
4
Advisory vote on executive
compensation (“say on pay”)
Votes cast “For” exceed “Against” votes
No effect; not treated as a vote cast, except for quorum purposes
No
No Effect
*
The Company’s majority voting / director resignation policy requires nominees who receive more votes cast against their election than for to tender their resignation to the board following the annual meeting.

ANNUAL MEETING BUSINESS

ITEM 1. ELECTION OF DIRECTORS
Umpqua’s articles of incorporation and bylaws provide that each director is elected to serve a one-year term of office, expiring at the next annual meeting of shareholders, provided, however, that each director continues to serve until the director’s successor is elected and qualifies or until there is a decrease in the number of directors. Our articles of incorporation establish the number of directors at between six and 19, with the exact number to be fixed from time to time by resolution of the board of directors. The number of directors is currently set at 10.

Directors are currently elected by a plurality of votes, which means that the nominees who receive the highest number of votes cast “FOR” will be elected, regardless of the number of votes each nominee receives. However, in an uncontested election, our majority voting / director resignation policy requires that any nominee for director who receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election shall promptly tender his or her resignation following certification of the shareholder vote. In determining the votes cast for the election of a director, abstentions and broker non-votes are excluded. The Governance Committee of the board considers the offer of resignation and recommends to the board whether to accept it. Our policy requires the board to act on the Governance Committee’s recommendation within 90 days following the shareholder meeting, and board action on the matter requires the approval of a majority of the independent directors. Shareholders are not entitled to cumulate votes in the election of directors.


5


The Board has nominated the following ten directors, including our CEO, for re-election to serve until the 2019 annual meeting:
NOMINEE
AGE
PRINCIPAL OCCUPATION
DIRECTOR SINCE
Peggy Fowler
66
Retired President and CEO of Portland General Electric
2009
Stephen Gambee
54
President and CEO of Rogue Waste, Inc.
2005
James Greene
64
Founder and Managing Partner of Sky D Ventures
2012
Luis Machuca
60
President and CEO of Enli Health Intelligence
2010
Cort O’Haver
55
President and CEO of Umpqua and Umpqua Bank
2017
Maria Pope
53
President and CEO of Portland General Electric
2014
John Schultz
53
Executive Vice President, Chief Legal and Administrative Officer, and Corporate Secretary of Hewlett Packard Enterprise
2015
Susan Stevens
67
Retired head of Corporate Banking for the Americas at J.P. Morgan Securities
2012
Hilliard Terry
48
Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited
2010
Bryan Timm
54
Former President of Columbia Sportswear Company
2004

Each of the nominees was elected to serve on the board at the 2017 annual meeting. The individuals appointed as proxies intend to vote “FOR” the election of the nominees listed above. If any nominee is not available for election, the individuals named in the proxy intend to vote for such substitute nominee as the board of directors may designate, upon the recommendation of the Governance Committee. Each nominee has agreed to serve on the board and we have no reason to believe any nominee will be unavailable to serve.

The independent Governance Committee has oversight responsibility for recommending to the board a slate of nominees to be presented to the shareholders for election at each annual meeting. Our Statement of Governance Principles, available at https://www.umpquabank.com/investor-relations, provides that directors should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our shareholders. Collectively, the board should have policymaking experience in the major business activities of the Company and its subsidiaries or in similar businesses and, to the extent practical, should be representative of the major markets in which the Company operates. In addition, we seek directors who are civic minded and whose activities provide valuable perspective on important social and economic issues relevant to our business and the communities where our customers and employees work and live.


    

6


Nominees

The age (as of March 1, 2018), business experience, and position of each of the directors currently serving is stated below. We also provide information about skills, qualifications and attributes of each director that led to the conclusion that he or she should serve on our board.

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Peggy Y. Fowler, age 66, was appointed to the board in April 2009. Ms. Fowler served as CEO and President of Portland General Electric Company (“PGE”) (NYSE: POR) from April 2000 to December 31, 2008 and as Co-CEO from January 1, 2009 to March 1, 2009. She was Chair of the PGE board from May 2001 until January 2004. She served as President of PGE from 1998 until 2000 and is currently a director of Hawaiian Electric Industries (NYSE: HEI).
 
Qualifications and Experience:
 
Leadership: Strong leadership and business operations experience as President and CEO of PGE, director of Cambia Health Solutions, Inc., Chief Operating Officer of PGE’s Distribution Operations, Senior Vice President of PGE’s customer service and delivery and Vice President of PGE’s power production and supply.
Industry: Banking industry experience as director of the Portland branch of the Federal Reserve Bank of San Francisco.
Finance: Expertise serving as a committee member for several entities: Audit Committee for Hawaiian Electric Company; Finance Committee for PGE; and Audit, Investment and Executive and Governance Committees for Cambia.
Civic: Board service as a director for PGE Foundation and Mentor for International Women’s Forum.
Governance:  Current Lead Director of Umpqua's Board of Directors, Vice Chair of the Umpqua Executive Committee and Chair of Umpqua's Governance Committee, Member HEI Compensation Committee.
Peggy Y. Fowler
 
 
 
 
 
 
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Stephen M. Gambee, age 54, was appointed to the board in July 2005. Since 1994 he has been the President and CEO and a shareholder of Rogue Valley Properties, Inc. and a Managing Member of Rogue Waste Systems, LLC, a family owned business providing waste disposal and environmental services in Southern Oregon. Prior to assuming the duties of the family businesses, Mr. Gambee was a real estate economist employed by Robert Charles Lesser & Co./Hobson & Associates as the Pacific Northwest Director of Consulting.
 
Qualifications and Experience:
 
Leadership: Management, leadership, business operations and governmental relations experience as President and CEO of Rogue Valley Properties and Managing Member of Rogue Waste Systems, LLC, which are environmentally conscious waste management businesses.    
Civic:  Currently Chair of Jackson County Board of Commissioners Economic Development Advisory Committee and Secretary of the Medford-Jackson County Chamber of Commerce. Mr. Gambee has also previously served as: Director and President of the Craterian Theater/Collier Center of the Performing Arts; Treasurer of YPO Oregon Evergreen Chapter; Director and Treasurer for Rogue Gallery and Art Center; and Director of the Jackson‑Josephine County Boys and Girls Club.
Governance:  Current Vice Chair of the Umpqua Enterprise Risk and Credit Committee and member of the Umpqua Audit and Compliance, and Finance and Capital Committees. 
Stephen M. Gambee
 
 
 











7


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James S. Greene, age 64, was appointed to the board in July 2012. Mr. Greene is currently Founder and Managing Partner of Sky D Ventures, a private equity and advisory services company serving the financial services and FinTech global market. Prior to Sky D Ventures, Mr. Greene was a general partner of Frost Data Capital, LLC, an investment and incubator vehicle for “big data” companies, from November 2013 to October 2015. He was previously a Vice President with Cisco Systems, Inc. (NASDQ: CSCO) in its Global Advanced Services Organization, a position he held from February 2012 to September 2013. He joined Cisco in 2005 as Vice President and Global Head of its Financial Services Consulting Business. From there he served as leader of Cisco’s global Strategic Partner Organization.
 
Qualifications and Experience:
 
Leadership: Business and technology strategy formulation, private equity and venture investing, business operations and information technology systems, solutions, sales and delivery. Senior executive roles at Accenture, CapGemini and Cisco Systems, Inc.
Industry: Global Financial Services and Global FinTech. Big data platforms and solutions.
Finance: Serving the global financial services industry for 33 years.
Civic: Neighborhood association and board. Community sports teams.
Governance: 10 year member of the board of Electronics For Imaging, Inc., a public company (NASDAQ: EFII), where he served on the board’s Audit Committee, Governance and Nomination Committees. Current member of Umpqua’s Executive, Finance and Capital, Governance, and Enterprise Risk and Credit Committees and Chair of Pivotus Ventures, Inc. He has served on several private company boards and advisory boards.
James S. Greene
 
 
 
 
 
 
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Luis F. Machuca, age 60, was appointed to the board in January 2010. Since January 2002, he has been President and Chief Executive Officer of Enli Health Intelligence Corporation, a healthcare applications company that activates collaborative care.
 
Qualifications and Experience:
 
Leadership: Business operations and innovation technology experience as President and CEO of Enli as well as senior leadership roles at Intel Corp., EVP of the NEC Computer Services Division of PB-NEC Corp. and President and COO of eFusion Corp.
Civic: Serves on the Cambia Health Solutions Board of Directors and chairs the UniteOr Board of Directors. He has served as director or trustee of the University of Portland Board of Regents, the Oregon Health & Science University Foundation Board of Trustees, the ENDfootwear Advisory Board, the Catholic Charities of Oregon Board of Directors, the Portland Metropolitan Family Services Board of Directors, the Jesuit High School Board of Trustees, the Lifeworks NW Board of Directors, and the Boy Scouts of America Cascade Pacific Council Executive Board. Governance:  Chair of Umpqua's Compensation Committee, Vice Chair of Umpqua's Finance and Capital Committee and serves on the Umpqua Executive, and Governance Committees.
Luis F. Machuca
 
 
 


















8


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Cort L. O'Haver, age 55, serves as director, President and Chief Executive Officer of Umpqua and Umpqua Bank, positions he has held since January 2017. Mr. O’Haver served as Commercial Bank President of Umpqua Bank from April 2014 to April 2016 when he became President of Umpqua Bank. He served as Senior Executive Vice President of Umpqua and Umpqua Bank from August 2013 to April 2014, and from March 2010 to August 2013 he served as Executive Vice President/Commercial Banking of Umpqua and Umpqua Bank. From October 2006 until he joined Umpqua, Mr. O'Haver was employed by Mechanics Bank as Executive Vice President and Director of Corporate Banking. Prior to that time, he was a Senior Vice President in charge of the Real Estate Lending Division at U.S. Bank, with responsibility for California, Oregon and Washington.
 
Qualifications and Experience:
 
Leadership: Extensive leadership, management and business operations experience with Umpqua Bank as commercial banking president.
Industry: Over 25 years of commercial banking experience including leadership positions with Mechanics Bank in California (corporate banking) and with U.S. Bank with responsibility for California, Oregon and Washington (real estate lending).
Governance: Current member of the Umpqua Executive, Finance and Capital, and Enterprise Risk and Credit Committees.
Cort L. O'Haver
 
 
 
 
 
 
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Maria M. Pope, age 53, joined the board in April 2014, effective with the closing of the Sterling merger.  Since January 2018, Ms. Pope has served as President and CEO of PGE. Effective October 2017, Ms. Pope became President of PGE. From March 2013 to October 2017, Ms. Pope served as Senior Vice President, Power Supply, Operations, and Resource Strategy for PGE. She serves as a general partner shareholder and director of Pope Resources, a Delaware limited partnership (NASDAQ: POPE).
 
Qualifications and Experience:
 
Leadership:  Leadership and business management experience as a senior executive of PGE and her former positions as chief financial officer of Mentor Graphics Corp. and Pope & Talbot, Inc.
Finance: CFO roles of three publicly traded companies and past Chair of the Audit Committees of TimberWest Forest Corp., Premera Blue Cross and Oregon Health & Sciences University (OHSU).
Civic:  Chair of OHSU’s Governing Board (appointed by the Governor, 2010), prior Chair of the Oregon Symphony and Council of Forest Industries.   
Governance:  Currently serves as Vice Chair of Umpqua’s Audit and Compliance Committee, and serves on Umpqua’s Compensation Committee. 
Maria M. Pope
 
 
 

9


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John F. Schultz, age 53, appointed to the board in September 2015. Mr. Schultz is currently Executive Vice President, Chief Legal and Administrative Officer, and Corporate Secretary of Hewlett Packard Enterprise (NYSE: HPE), a leading global provider of cutting-edge technology solutions to optimize traditional information technology and help build the secure, cloud-enabled, mobile-ready future uniquely suited to their customers’ needs. He held the same role at Hewlett-Packard Company prior to the company’s separation into Hewlett Packard Enterprise and HP Inc. and served as a member of the HP Executive Counsel from 2012-2015. He was previously Deputy General Counsel, Litigation Investigations and Global Functions with Hewlett-Packard Company, a position he held from 2008-2012.
 
Qualifications and Experience:
 
Industry/Skills:  As general counsel for a publicly traded corporation, leads risk management functions, including ethics, litigation management, and cybersecurity.
Civic:  Nonprofit leadership.
Governance:  Current Vice Chair of the Umpqua Compensation Committee, and member of the Umpqua Audit and Compliance Committee.
John F. Schultz
 
 
 
 
 
 
 
 
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Susan F. Stevens, age 67, was appointed to the board in September 2012. Ms. Stevens was a senior executive who retired as head of Corporate Banking for the Americas at J.P. Morgan Securities Inc. in 2011. She held that position from 2006 until 2011. She was at J.P. Morgan for 15 years. Prior to 2006, she was a Managing Director in Loan Syndications, where she was head of the Investment Grade Syndications group from 2001 to 2006. She was head of Capital Markets at Wells Fargo Bank from 1992 to 1995. She was with Bank of America for 11 years before joining Wells Fargo.
 
Qualifications and Experience:
 
Industry:  Over 35 years in the banking industry with broad industry knowledge and experience in client management, capital markets and risk management.
Civic:  Board of Trustees of the University of Oregon Foundation, Eugene, OR (2016‑present) (Finance and Audit Committees) and The Neighborhood Coalition for Shelter, New York, NY (Chair of the Finance Committee, Treasurer and on the Executive Committee).
Governance:  Current Chair of the Umpqua Enterprise Risk and Credit Committee and member of the Umpqua Audit and Compliance, Executive, and Governance Committees. Board Member of The Red Duck, a consumer products start up.
Susan F. Stevens
 
 
 

10


umpq2018proxyimage10.jpg
 
Hilliard C. Terry, III, age 48, was appointed to the board in January 2010. Since January 2012, he has served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited (NYSE: TGH), an intermodal marine container management and leasing company. Before joining Textainer, he was Vice President and Treasurer of Agilent Technologies, Inc. (NYSE: A), which he joined in 1999, prior to the company’s initial public offering and spinoff from Hewlett-Packard Company (“HP”). Mr. Terry held positions in investor relations and/or investment banking with Kenetech Corporation, VeriFone, Inc. and Goldman Sachs & Co.
 
Qualifications and Experience:
 
Leadership:  Senior leadership and business management experience as a senior executive of Textainer Group Holdings Limited and previously as an executive of Agilent Technologies, Inc.
Marketing:   Extensive investor communications and marketing experience as the Head of Investor Relations and primary spokesperson to the investment community for Agilent Technologies, Inc. and Global Marketing Manager for VeriFone, Inc., an HP subsidiary.
Finance:  Mr. Terry has 12 years of financial management experience. In his current role as a public-company CFO, he currently oversees the accounting, treasury, credit and collections, internal audit and risk management functions of Textainer. Previously he was responsible for Agilent’s global treasury organization which included corporate cash management, corporate finance, customer financing, foreign exchange, pension assets and risk management. He was also a member of the company’s Benefits Committee, which has fiduciary oversight for Agilent’s employee benefit and retirement programs. He oversaw investments of a multi-billion-dollar global corporate cash portfolio and defined benefit (pension) assets for the company.
Governance:  Chair of Umpqua’s Finance and Capital Committee and serves on the Enterprise Risk and Credit, Executive and Governance Committees.
Civic:  Former Board Member, Oakland Museum of California (member of the Executive and Governance Committees).
Hilliard C. Terry, III
 
 
 
 
 
 
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Bryan L. Timm, age 54, was appointed to the board in December 2004. Mr. Timm served as President of Columbia Sportswear Company (NASDAQ: COLM) from February 2015 to June 2017, and held the office of Chief Operating Officer from May 2008 to June 2017. He previously served as Chief Financial Officer of Columbia Sportswear.
 
Qualifications and Experience:
 
Leadership:  Senior leadership and business operations management experience at Columbia Sportswear; as a member of the College of Business and Economics Advisory Board for the University of Idaho; and as a member (2012) and Chair (2013) of the Policyowners’ Examining Committee at Northwestern Mutual Life Insurance Co.
Finance:  Audit and Compliance Committee Chair at Umpqua. Over twenty years serving in financial positions of publicly held companies including CFO of Columbia Sportswear. In addition to his C-level positions with Columbia Sportswear Company, Mr. Timm worked in various accounting, internal audit, and financial positions at publicly held Oregon Steel Mills (NYSE: OS) from 1991 to 1997, rising to Divisional Controller for CF&I Steel, Oregon Steel Mills’ largest division. From 1986 to 1991, he was an accountant with KPMG LLP. He is a CPA (lapsed) in the state of Oregon.
Civic:  Director of Doernbecher Children’s Hospital Foundation.
Governance:  Current Vice Chair of the Umpqua Board of Directors, Chair of the Umpqua Audit and Compliance Committee, Vice Chair of the Umpqua Governance Committee and member of the Umpqua Executive, and Compensation Committees.
Bryan L. Timm
 
 
 













11


Director Independence

The board of directors has determined that all directors except Messrs. Greene and O’Haver qualify as “independent,” as defined in the NASDAQ listing rules. In 2016 and 2017, the board of directors asked Mr. Greene to serve as Board Chair of our subsidiary, Pivotus Ventures, Inc. and that Mr. Greene provide management consulting to the Pivotus leadership team and work closely with Pivotus on strategic planning and collaboration initiatives. In December 2017, the Compensation Committee and the independent directors, excluding Mr. Greene, reviewed Mr. Greene’s work with Pivotus. The Compensation Committee reviewed the amount of time Mr. Greene spent on Pivotus initiatives and approved a payment to Mr. Greene of $150,000 for Pivotus related work. In determining the independence of directors, the board considered the responses to annual Director & Officer Questionnaires that indicated no transactions with directors other than banking transactions with Umpqua Bank, and arrangements under which Umpqua Bank purchases waste disposal services in southern Oregon from a company affiliated with Mr. Gambee at standard, regulated rates, which in 2017 totaled $6,931. The board also considered the lack of any other reported transactions or arrangements; directors are required to report conflicts of interest and transactions with the Company pursuant to our Corporate Governance Principles and Code of Ethics, which can be found on our website https://www.umpquabank.com/investor-relations. See Related Party Transactions for additional information.

Board Recommendation
The board of directors recommends a vote “FOR” each of the nominees named in this Proxy Statement.

ITEM 2. RATIFICATION OF REGISTERED PUBLIC ACCOUNTING FIRM APPOINTMENT
The Audit and Compliance Committee has selected the independent registered public accounting firm of Moss Adams LLP to act in such capacity for the fiscal year ending December 31, 2018. There are no affiliations between the Company and Moss Adams, its partners, associates or employees, other than those which pertain to the engagement of Moss Adams in the previous year as the Company’s independent registered public accounting firm and for certain permitted consulting services. Moss Adams has served as the Company’s independent registered public accounting firm since 2005.

Shareholder ratification of the selection of Moss Adams is not required by law, our articles of incorporation, our bylaws or otherwise. The Sarbanes-Oxley Act of 2002 requires the Audit and Compliance Committee to be directly responsible for the appointment and compensation of the independent registered public accounting firm and for oversight of the audit work. The Committee will consider the results of the shareholder vote on this proposal and, in the event of a negative vote, will reconsider its selection of Moss Adams, but is not bound by the shareholder vote. Even if Moss Adams’s appointment is ratified by the shareholders, the Audit and Compliance Committee may, in its discretion, appoint a new independent registered public accounting firm at any time if it determines that such a change would be in the interests of the Company and its shareholders. A representative of Moss Adams is expected to attend the annual meeting and that representative will have the opportunity to make a statement, if he or she desires to do so, and to answer appropriate questions.

Board Recommendation

The board of directors recommends a vote “FOR” ratification of the selection of Moss Adams as the Company’s independent registered public accounting firm.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Moss Adams LLP has audited our consolidated financial statements and internal controls over financial reporting as of and for the years ended December 31, 2005 through 2017.

12


Independent Auditors’ Fees
The following table shows the fees incurred for professional services provided by Moss Adams for 2017 and 2016:

($ in thousands)
 
2017
 
2016
 
Audit Fees (a)
 

$1,413

 

$1,416

 
Audit-Related Fees (b)
 

$99

 

$90

 
All Other Fees (c)
 

$18

 

$15

 
Tax Fees
 

 

 
Total Fees
 

$1,530

 

$1,521

 
(a)    “Audit Fees” include:
    The integrated audit of the Company’s annual consolidated financial statements and internal controls over financial reporting as of and for the years-ended December 31, 2017 and 2016, including compliance with the FDIC Improvement Act and Loss Share Agreements.
    Reviews of the Company’s quarterly consolidated financial statements for the periods ended March 31, June 30, and September 30, 2017 and 2016.
    HUD and GNMA Audits for December 31, 2017 and 2016.
    Consent for Registration Statement (Form S-8) (2016).
(b)    “Audit-Related Fees” represent billings for services provided during the 12 months ended December 31, 2017 and 2016, and includes:
    Audit of the Umpqua Bank 401(k) and Profit Sharing Plan for the plan year ended December 31, 2016, audited during 2017, and the plan year ended December 31, 2015, audited during 2016.
    Audit of the annual financial statements of Umpqua Investments, Inc., a wholly owned subsidiary of the Company, as of and for the years ended December 31, 2017 and 2016.
    Accounting consultations, including implementation of new or emerging accounting standards.

(c) “All Other Fees” represent all other billings for the 12 months ended December 31, 2017 and 2016, and includes:
•    Consulting report related to MERS QC compliance for 2017 and 2016.
 
 
2017
 
2016
 
 
 
 
 
 
 
Ratio of All Other Fees to Total Fees
 
1.19
%
 
0.99
%
 

The Audit and Compliance Committee discussed these services with the independent auditor and Company management and determined that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

Pre-Approval Policy
The Audit and Compliance Committee pre-approved the services performed by Moss Adams for the 2017 audit engagement at its February 22, 2017, meeting, in accordance with the Committee’s pre-approval policy and procedures. This policy describes the permitted audit, audit-related, tax, and other services (collectively, the “Permitted Services”) that the independent auditor may perform. The policy requires that a description of the services expected to be performed by the independent auditor in each of the disclosure categories in the above table be provided to the Committee for pre-approval.

Services provided by the independent auditor during the following year that are included in the Permitted Services list were pre-approved following the policies and procedures of the Audit and Compliance Committee.

Any requests for audit, audit-related, tax, and other services not contemplated on the Permitted Services list must be submitted to the Audit and Compliance Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chair of the Audit and Compliance Committee. The Chair must update the Committee at the next regularly scheduled meeting of any services that received his pre-approval.

13


In addition, although not required by the rules and regulations of the SEC, the Audit and Compliance Committee generally requests a range of fees associated with each proposed service. Providing a range of fees for a service incorporates appropriate oversight and control of the independent auditor relationship, while permitting the Company to receive immediate assistance from the independent auditor when time is of the essence.

The policy contains a de minimis provision to provide retroactive approval for permissible non-audit services if:
(i)
The service is not an audit, review or other attest service; and
(ii)
The aggregate amount of all such services provided under this provision does not exceed $5,000 per project if approved by the Principal Financial Officer or Principal Accounting Officer or $50,000 per project if approved by the Chair of the Audit and Compliance Committee.

Audit and Compliance Committee Report
The Audit and Compliance Committee of the board of directors oversees the accounting, financial reporting and regulatory compliance processes of the Company, the audits of the Company’s financial statements, the qualifications of the public accounting firm engaged as the Company’s independent auditor and the performance of the Company’s internal and independent auditors. The Committee’s function is more fully described in its board approved charter, available on our website: https://www.umpquabank.com/investor-relations. The Committee reviews that charter on an annual basis. The board annually reviews the NASDAQ listing standards’ definition of “independence” for audit committee members and applicable SEC rules related to audit committee member independence and has determined that each member of the Audit and Compliance Committee meets those standards.

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management must adopt accounting and financial reporting principles, internal controls and procedures that are designed to ensure compliance with accounting standards, applicable laws and regulations. The Audit and Compliance Committee met with management regularly during the year to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. The Committee discussed these matters with the Company’s independent auditors and with appropriate Company financial personnel and internal auditors. The Committee also discussed with the Company’s senior management and independent auditors the process used for certifications by the Company’s Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, which are required for certain of the Company’s filings with the SEC.

The Audit and Compliance Committee is responsible for hiring and overseeing the performance of the Company’s independent registered public accounting firm. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Committee engaged Moss Adams as the Company’s independent registered public accounting firm to perform the audit of the Company’s financial statements for the period ending December 31, 2017. Moss Adams has been engaged in this capacity since August 2005, based on the Committee’s review of Moss Adams’s performance and independence from management. In accordance with NASDAQ Listing Rules, Moss Adams is registered as a public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”).

The Audit and Compliance Committee reviewed and discussed the audited financial statements for the fiscal year ending December 31, 2017, with management. The Committee also met separately with both management and Moss Adams to discuss and review those financial statements and reports prior to issuance. Management has represented, and Moss Adams has confirmed to the Committee, that the financial statements were prepared in accordance with generally accepted accounting principles.

The Audit and Compliance Committee received from and discussed with Moss Adams the matters required to be discussed by AS 1301 (Communications with Audit Committees, formerly Auditing Standard No. 16), as amended and as adopted by the PCAOB in Rule 3200. The Committee has received the written disclosure and the letter from Moss Adams required by applicable requirements of the PCAOB regarding independence and has discussed with Moss Adams the auditor's independence. 


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Based upon the review and discussions referred to above, the Audit and Compliance Committee recommended to the board of directors that the Company’s audited financial statements be included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017.

Submitted by the Audit and Compliance Committee:
Bryan L. Timm (Chair)
Stephen M. Gambee
Maria M. Pope (Vice Chair)
John F. Schultz
Susan F. Stevens


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ITEM 3. AMENDMENT TO ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN UNCONTESTED ELECTIONS OF DIRECTORS

At the 2017 annual meeting of shareholders, a shareholder proposal requesting the Board of Directors to initiate an appropriate process to amend the Company’s Articles of Incorporation to provide for majority voting for directors in uncontested elections was approved by the vote of approximately 60% of the shares voted on the proposal. In response to that expression of shareholder support, the Board of Directors has adopted, and recommends that shareholders approve, an amendment to the Company’s Articles of Incorporation to implement majority voting for directors in uncontested elections of directors. The proposed amendment would add a new Article V, Section E to the Articles that would read as follows:

“ARTICLE V

BOARD OF DIRECTORS

---
 
E.    In any election of directors of the Corporation at a meeting of shareholders at which a quorum is present, each director shall be elected if the number of votes cast “for” the director exceeds the number of votes cast “against” the director; provided, however, that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors.”

Under Oregon law, directors are normally elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. A voting standard other than a plurality may only be used if it is specified in a corporation’s articles of incorporation. Under the proposed amendment to the Company’s Articles of Incorporation, a nominee for director in an uncontested election will be elected if the number of votes cast “for” the nominee at the shareholder meeting exceeds the number of votes cast “against” the nominee. An “abstain” vote will have no effect on the outcome of the election, but will be counted for purposes of determining whether a quorum is present at the shareholder meeting. For contested elections in which there are more director candidates than director positions to be elected, the voting standard will continue to be a plurality of votes cast.

Under Oregon law, an incumbent director nominee who is not re-elected at a shareholder meeting continues to serve on the Board of Directors until his or her successor is elected and qualified or until there is a decrease in the number of directors. The Board of Directors believes that it needs an orderly process to address the ongoing composition of the Board if one or more directors receive a majority of votes cast “against” their reelection. Accordingly, if the proposed amendment is adopted, the Board of Directors intends to maintain the Company’s existing majority voting / director resignation policy in the Statement of Governance Principles. The current policy requires any incumbent director nominee who receives more “against” or withheld votes than “for” votes in an uncontested director election to tender his or her resignation subject to acceptance or rejection by the Board of Directors. The Governance Committee would then make a recommendation, and the Board would decide whether to accept or reject the tendered resignation within 90 days after the shareholder meeting.

If the proposed amendment is approved, the Company will file Articles of Amendment with the Oregon Secretary of State, and the proposed amendment will become effective at that time. The majority vote standard would then be applicable to the election of directors at the 2019 annual meeting of shareholders. In the event the shareholders do not approve this proposal, the Articles of Incorporation will remain unchanged and director nominees in uncontested elections will continue to be elected by a plurality of the votes cast, but will be subject to the majority voting / director resignation policy in the Statement of Governance Principles.
Board Recommendation
The board of directors recommends a vote “FOR” approval of the proposed amendment.


16


ITEM 4. ADVISORY VOTE ON RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
The board and management are committed to excellence in governance and recognize the interest our shareholders have expressed in the Company’s executive compensation program. As a part of that commitment, and in accordance with SEC rules, we ask our shareholders to approve an advisory resolution on the compensation of the named executive officers, as reported in this proxy statement. This proposal, commonly known as “say on pay,” gives shareholders the opportunity to approve or not approve our fiscal year 2017 compensation for named executive officers. Our shareholders previously voted in favor of an annual say on pay vote, and our board determined to hold an annual vote.

This vote is not intended to address any specific item of compensation, but rather to address the compensation paid to our named executive officers as disclosed in this proxy statement, which we believe reflects our overall compensation policies and procedures relating to the named executive officers. While your vote is advisory and will not be binding on the board, we strive to align our governance policies and practices with the interests of our shareholders. The board takes into account the outcome of the say on pay vote when considering future compensation plans.

We are requesting your non-binding vote on the following resolution:
“RESOLVED, that the shareholders approve the compensation of the named executive officers as described in the Compensation Discussion and Analysis and the tabular and accompanying narrative disclosure of named executive officer compensation in the Proxy Statement for the 2018 Annual Meeting of Shareholders.”
Board Recommendation
The board of directors recommends a vote “FOR” approval of the resolution approving compensation of named executive officers.

OTHER BUSINESS
The board of directors knows of no other matters to be brought before the shareholders at the meeting. If other matters are properly presented for a vote at the meeting, the proxy holders will vote shares represented by proxies at their discretion in accordance with their judgment on such matters. At the meeting, management will report on our business and shareholders will have the opportunity to ask questions.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This proxy statement contains forward-looking statements about Umpqua that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These statements may include statements regarding compensation practices, governance matters, business strategies, management plans and objectives for future operations. All statements other than statements of historical fact are forward-looking statements. You can find many of these statements by looking for words such as “anticipates,” “expects,” “believes,” “estimates” and “intends” and words or phrases of similar meaning. Forward-looking statements involve substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Umpqua. Risks and uncertainties include, but are not limited to:
competitive market pricing factors for compensation and benefits;
changes in legal or regulatory requirements; and
the ability to recruit and retain certain key management and staff.
There are many factors that could cause actual results to differ materially from those contemplated by forward-looking statements. For a more detailed discussion of some of the risk factors, see the section titled Risk Factors in Umpqua’s 10-K and other filings with the SEC. Umpqua does not intend to update these forward-looking statements. You should consider any written or oral forward-looking statements in light of this explanation, and we caution you about relying on forward-looking statements.


17


INFORMATION ABOUT EXECUTIVE OFFICERS

The age (as of March 1, 2018), business experience, and position of our executive officers other than Cort L. O’Haver, about whom information is provided above, are as follows:

Rilla S. Delorier, age 50, serves as Executive Vice President/Chief Strategy Officer of Umpqua and Umpqua Bank, positions she has held since April 2017 when she joined Umpqua. Before joining Umpqua, Ms. Delorier spent 10 years in a variety of roles for SunTrust Bank including executive vice president of consumer channels (2014-2016), chief marketing officer (2008-2014), and marketing director of wealth and investment management (2006-2008). An early adopter of digital as a transformational channel, she oversaw SunTrust’s evolution from a brick and mortar to cross-channel organization – and helped build a purpose-driven company and culture.

Ronald L. Farnsworth, age 47, serves as Executive Vice President/Chief Financial Officer of Umpqua and Umpqua Bank, positions he has held since January 2008 and Principal Financial Officer of Umpqua, a position he has held since May 2007. From March 2005 to May 2007, Mr. Farnsworth served as Umpqua’s Principal Accounting Officer. From January 2002 to September 2004, Mr. Farnsworth served as Vice President – Finance of Umpqua. Mr. Farnsworth served as Chief Financial Officer of Independent Financial Network, Inc. (“IFN”) and its subsidiary Security Bank from July 1998 to the time of IFN’s acquisition by Umpqua in December 2001.

Neal T. McLaughlin, age 49, serves as Executive Vice President/Treasurer of Umpqua and Umpqua Bank, positions he has held since February 2005 and Principal Accounting Officer, a position he has held since May 2007. From 2002 until joining Umpqua, Mr. McLaughlin served as Senior Vice President and Chief Financial Officer of Albina Community Bancorp and before that he was Executive Vice President and Chief Financial Officer at Centennial Bancorp and Columbia Bancorp.

Torran (Tory) B. Nixon, age 56, serves as Executive Vice President and Head of Commercial & Wealth for Umpqua Bank, a position he has held since October 2016. In his role, Nixon oversees all areas of commercial banking, corporate banking, leasing, commercial real estate, capital markets, treasury management, private banking and investments. Before joining Umpqua Bank in November 2015 as Executive Vice President/Commercial Banking, Nixon served as Division President for the San Diego and Northern California Divisions of California Bank & Trust from April 2007 through November of 2015.

Andrew H. Ognall, age 46, serves as Executive Vice President/General Counsel and corporate Secretary of Umpqua and Umpqua Bank, positions he has held since April 2014. From January 2011 to April 2014, Mr. Ognall was a partner with the law firm Lane Powell PC. Before joining Lane Powell PC, he was a partner with Foster Pepper LLP and Roberts Kaplan LLP. His private practice focused on mergers and acquisitions, securities and corporate finance, community banking, corporate governance, executive compensation and general business matters.

David F. Shotwell, age 59, serves as Executive Vice President/Chief Risk Officer of Umpqua and Umpqua Bank, positions he has held since October 2017. Mr. Shotwell continues to serve as the Chief Credit Officer, a position he has held since July 2015. Mr. Shotwell served as Umpqua Bank’s Chief Lending Officer from 2010 to 2015. Prior to joining Umpqua Bank in 2002, he worked for more than 20 years in commercial banking and providing consulting services to financial institutions. He studied economics and finance at the University of Washington and is a graduate of executive programs at the University of California, Davis, and Pacific Coast Banking School.

Retired Executive Officers

Raymond P. Davis, age 68, served as Executive Chairman of the board from January 2017 to December 2017. He served as a director of Umpqua from its formation in 1999 to December 2017, and as a director of Umpqua Bank from June 1994 to December 2017. Mr. Davis served as President and Chief Executive Officer of Umpqua from its formation to December 2016.


18


SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth the shares of common stock beneficially owned as of February 9, 2018, the record date, by each director and each named executive officer, the directors and executive officers as a group and those persons known to beneficially own more than 5% of Umpqua’s common stock.
Title of Class
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership (1)


% of Class

*
Raymond Davis
 
458,614
(2)
**

*
Ronald Farnsworth
 
137,670
(3,4)
**

*
Cort O’Haver
 
114,527
(5)
**

*
Tory Nixon
 
36,289
(6)
**

*
Rilla Delorier
 
19,235
(7)
**

*
Stephen Gambee
 
91,675
(8)
**

*
Bryan Timm
 
76,268
 
**

*
Peggy Fowler
 
73,745
(9)
**

*
Luis Machuca
 
53,137
 
**

*
Hilliard Terry, III
 
36,051
 
**

*
Susan Stevens
 
33,305
 
**

*
James Greene
 
28,881
 
**

*
Maria Pope
 
26,403
 
**

*
John Schultz
 
14,063
 
**

*
All directors and executive officers as a group (17 persons)
1,366,612
(10)
**

 
 
 
 
 
 
Names and addresses of Beneficial Owners of more than 5% of Umpqua common stock
 
 
 
*
BlackRock, Inc.
55 East 52nd St., New York, NY 10055
23,685,852
(11)
10.7
%
*
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355
19,439,480
(12)
8.8
%
*
Capital World Investors
333 South Hope Street, Los Angeles, CA 90071
15,273,300
(13)
6.9
%
*
State Street Corporation
One Lincoln Street, Boston, MA 02111
12,698,937
(14)
5.8
%
*
Eaton Vance Management
2 International Place, Boston, MA 02110
11,493,620
(15)
5.2
%
 
 
*
No par value common stock.
**
Less than 1.0%.
(1)
Shares held directly with sole voting and investment power, unless otherwise indicated. Shares held in the dividend reinvestment plan have been rounded down to the nearest whole share. Includes shares held indirectly in deferred compensation plans, 401(k) plans, supplemental retirement plans, and IRAs.
(2)
Includes share held by a family LLC controlled by Mr. Davis and his spouse.
(3)
Includes shares held with or by his/her spouse.
(4)
Excludes 68,969 shares of unvested performance share awards not eligible to vote.
(5)
Excludes 191,768 shares of unvested performance share awards not eligible to vote.
(6)
Excludes 27,352 shares of unvested performance share awards not eligible to vote.
(7)
Excludes 28,852 shares of unvested performance share awards not eligible to vote.
(8)
Includes 17,500 shares held by a corporation Mr. Gambee is deemed to control.
(9)
Includes 71,470 shares held in a family trust.
(10)
Includes 20,000 shares covered by options exercisable within 60 days; excludes an additional 101,248 shares of unvested performance share awards not eligible to vote.

19


(11)
Information from Schedule 13G/A filed on January 19, 2018, for holdings as of December 31, 2017, which indicates such person has the sole voting power for 23,226,314 shares and sole dispositive power for 23,685,852 shares.
(12)
Information from Schedule 13G/A filed February 9, 2018, for holdings as of December 31, 2017, which indicates such person has the sole power to vote or direct to vote 241,549 shares, shared power to vote or direct to vote 22,187 shares, sole power to dispose of or to direct the disposition of 19,193,062 shares and shared power to dispose or to direct the disposition of 246,418 shares.
(13)
Information from Schedule 13G/A filed February 14, 2018, for holdings as of December 31, 2017.
(14)
Information from Schedule 13G filed February 13, 2018, for holdings as of December 31, 2017.
(15)
Information from Schedule 13G/A filed February 14, 2018 for holdings as of December 31, 2017.

CORPORATE GOVERNANCE OVERVIEW
Our board of directors believes that its primary role as steward of the Company is to ensure that we maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The board has adopted and adheres to a Statement of Governance Principles, which the board and senior management believe represent sound governance practices and provide a framework to sustain our success and build long term value for our shareholders and stakeholders. We regularly review these governance principles and practices in light of Oregon corporate law, applicable federal law, SEC and banking agency regulations, NASDAQ listing standards and best practices suggested by recognized governance authorities.

Statement of Governance Principles and Charters
Our Statement of Governance Principles and the charter of each of our board committees can be viewed on our website at https://www.umpquabank.com/investor-relations. This Statement is also available in print to any shareholder who requests it. Each board committee operates under a board approved written charter.

Employee Code of Conduct/Code of Ethics for Financial Officers
The Company has adopted a code of conduct, referred to as the Business Ethics and Conflict of Interest Code. We require all employees to adhere to this ethics code in addressing legal and ethical issues that they encounter in the course of doing their work. This ethics code requires our employees to avoid conflicts of interest, comply with all laws and regulations, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. All new employees are required to review and understand this ethics code, and certify so. In addition, each year all other employees are reminded of, and asked to affirmatively acknowledge, their obligation to follow this ethics code.

In addition, the Company has adopted a Code of Ethics for Financial Officers, which applies to our chief executive officer, our chief financial officer (principal financial officer), our treasurer (principal accounting officer) and all other officers serving in a finance, accounting, tax or investor relations role. This code for financial officers supplements our Business Ethics and Conflict of Interest Code and is intended to promote honest and ethical conduct, full and accurate financial reporting and to maintain confidentiality of the Company’s proprietary and customer information.

Our Business Ethics and Conflict of Interest Code and Code of Ethics for Financial Officers are available in the Investor Relations section of our website, https://www.umpquabank.com/investor-relations, under Corporate overview / governance documents.

Compliance and Ethics – Reporting and Training
Our employees may report confidential and anonymous complaints to an “ethics hotline” maintained by an independent vendor. These complaints may be made online or by calling a toll-free phone number. Complaints relating to financial matters are routed to our Chief Auditor and General Counsel, who report those complaints, if any, directly to the Chair of the Audit and Compliance Committee of the board. Employees may also report such matters directly to the Chair of the Audit and Compliance Committee. Other complaints, such as those dealing with employee issues, are routed to an appropriate executive for review. Employees are encouraged to report any conduct that they believe in good faith to be a violation of law or a violation of our Business Ethics and Conflict of Interest Code. The Chair of the Audit and Compliance Committee provides periodic updates and an annual report to the committee on the complaints received via the hotline.

20


Our regulatory compliance program is an integral part of our operations and includes the following features:
Our Chief Compliance Officer oversees compliance with all customer-facing regulations at Umpqua Bank and Umpqua Investments, Inc. and reports to the Audit and Compliance Committee at each regular meeting.
All of our associates complete annual required training on ethics and the regulations that apply to their jobs.
Our Bank Secrecy Act Officer oversees our compliance with anti-money laundering and anti-terrorist financing regulations.

Director Criteria and Nomination Procedures
Our Statement of Governance Principles describes the qualifications that the Company looks for in its nominees to the board of directors. Directors should possess the highest personal and professional ethics, integrity and values and should be committed to representing the long-term interests of our shareholders. The board will consider the policy-making experience of the candidate in the major business activities of the Company and its subsidiaries. The board will also consider whether the nominee is representative of the major markets in which the Company operates. Most importantly, the board’s Governance Committee is looking for candidates who have a deep, genuine interest in Umpqua and its culture.

The Governance Committee considers skills that will add value to the current board and those that will be lost upon the departure of a director. Directors must be willing to devote sufficient time to effectively carry out their duties and responsibilities. Nominees should not serve on more than three boards of public companies in addition to the Company’s board. The board’s policy provides that no person shall be eligible for election or reelection as a director if that person will reach the age of 70 at the time of that person’s election or reelection, provided that a director who reaches age 70 during his or her term, shall complete the term for which that director was elected.

Shareholder Recommendations
A shareholder may recommend a candidate for nomination to the board and that recommendation will be reviewed and evaluated by the Governance Committee of our board. The Committee will use the same procedures and criteria for evaluating nominees recommended by shareholders as it does for nominees recommended by the Committee. Shareholder recommendations for board candidates should be submitted to the Company’s corporate Secretary, Andrew H. Ognall, One SW Columbia Street, Suite 1200, Portland, OR 97258. Shareholders may nominate board candidates only by following the procedures set forth in our bylaws.

In 2017, we did not receive any recommendations of potential nominees, or any nominations of board candidates from shareholders.

Changes in Nomination Procedures
There have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors since our procedures were disclosed in the proxy statement for the 2017 annual meeting.

Shareholder Communications
Our directors are active in their respective communities and they receive comments, suggestions, recommendations and questions from shareholders, customers and other interested parties on an ongoing basis. Our directors are encouraged to share those questions, comments and concerns with other directors and with our CEO.

21


Director Attendance at Annual Meetings
The Company conducts the annual meeting in Portland, Oregon on the day before, or day of, a regular meeting of the board. The board expects all nominated directors to attend the annual meeting. All of the directors nominated for election at the 2018 annual meeting attended the 2017 annual meeting.

Communicating with Directors
Comments and questions may be directed to our board by submitting them in writing to the Company’s corporate Secretary, Andrew H. Ognall, One SW Columbia Street, Suite 1200, Portland, OR 97258. These comments or summaries of the comments will be communicated to the board at its next regular meeting. No communications of this type were received from shareholders in 2017. The investor relations section of our website, https://www.umpquabank.com/investor-relations, includes governance documents, including our Statement of Governance Principles and board committee charters and provides shareholders the option of:

requesting information or submitting questions and comments; and
signing up for e-mail notification of corporate events, the Company’s SEC filings and press releases.

Annual Board Evaluations
Each year, our board evaluates the performance of its committees and its members. This evaluation process occurs in two stages. First, each board member answers a questionnaire designed to rate the performance of each board committee on which that director serves, with respect to a number of components relevant to that committee’s functions. The answers and comments are compiled anonymously and reviewed by the respective committee, as a whole, and reported to the full board. The Governance Committee then reviews those results and recommends changes in committee structure, membership and function to the full board. The Governance Committee’s practice is to rotate directors through the various board committees to broaden their exposure to the Company’s operations and to take advantage of each director’s skills.

Second, each board member fills out a confidential evaluation of his or her own performance, which is delivered to the board Chair. The board Chair then solicits input from the Governance Committee (which is comprised of the committee Chairs) with respect to the board member’s performance and reviews that information with the board member. The Governance Committee considers this information when recommending a slate of candidates to be nominated by the full board and in making committee membership decisions.

Succession Planning
Succession planning for the CEO and other named executive officer positions is one of the board’s most important duties. Each year, the CEO presents his succession plan to the full board. This plan describes the process by which the executive management of the Company will continue if and when the current CEO is unwilling or unable to serve; the process for selecting the CEO’s successor, if necessary; and the process for selecting and naming a successor during the period leading up to the announcement of the CEO’s retirement. At least annually, the CEO reviews with the Governance Committee up to three internal candidates who should be considered to replace him and his recommendation as to which, if any, internal candidate should be considered to replace him in the event he cannot serve. Under the current plan, any internal candidate selected on an interim basis will have the opportunity to compete for the position with other candidates that come forward in an internal and external search. Each of the other named executive officers has a written succession plan that is reviewed with the CEO annually.

Meetings and Committees of the Board of Directors
The board of directors met 10 times during 2017, including a three-day strategic planning retreat. At the retreat, the board and executive management focused on how to best sustain and enhance shareholder value, the Company’s growth strategy and financial performance while maintaining Umpqua’s unique culture and commitment to community banking. All board committees have regularly scheduled meetings and meet at least quarterly. Board committee Chairs call for additional regular and special meetings of their committees, as they deem appropriate. In 2017, each director attended at least 75% of the meetings of the board and the committees on which the director served. In addition, Mr. O’Haver invited directors to participate in regular conference calls to provide updates and answer questions.


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The board and each of our board committees regularly meet in executive session in which only independent directors are present.

As of December 31, 2017, the board of directors had six active board committees: Audit and Compliance Committee, Compensation Committee, Executive Committee, Enterprise Risk and Credit Committee, Finance and Capital Committee, and Governance Committee.

Effective January 1, 2017, Peggy Fowler became Lead Director. Our Statement of Governance Principles provides that if the board Chair is not an independent director, the independent directors shall appoint a Lead Director. Effective January 1, 2018, Peggy Fowler resumed her position as Chair.

The board believes that it has an overall governance profile that provides the flexibility to determine the leadership structure of the Company. The board conducts an annual assessment of its leadership structure to determine that the leadership structure is the most appropriate for the Company. We continue to maintain a separation of the CEO and board Chair roles because we believe the structure has worked well for us. We added the Lead Director position in 2017 to continue to maintain a strong independent director in a board leadership role at times when we have a board Chair that is not independent.

The table below shows the current membership of each board committee and the number of meetings held in 2017:

 
Audit and Compliance
Finance and Capital
Compensation
Enterprise Risk and Credit
Executive
Governance
Meetings Held:
12
7
8
5
5
5
Members:
 
 
 
 
 
 
Peggy Fowler
 
 
 
 
C
C
Stephen Gambee
 
V
 
 
Jim Greene
 
 
Luis Machuca
 
V
C
 
Cort O’Haver
 
 
 
Maria Pope
V
 
 
 
 
John Schultz
 
V
 
 
 
Susan Stevens
 
 
C
Hilliard Terry
 
C
 
Bryan Timm
C
 
 
V
V
 
 
 
 
 
 
 
C – Chair
V - Vice Chair
 - Member

Mr. Davis served as Chair of the Executive Committee until his retirement effective December 31, 2017.

Audit and Compliance Committee

The board of directors has a standing Audit and Compliance Committee that meets with our independent registered public accounting firm to plan for and review the annual audit reports. The Committee meets at least four times per year and is responsible for overseeing our internal controls and the financial reporting process. Each member of the Committee is independent, as independence is defined under applicable SEC and NASDAQ listing rules.

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The board of directors has adopted an Audit and Compliance Committee Charter, a copy of which is available on our website in the Corporate Governance section at https://www.umpquabank.com/investor-relations. The charter provides that only independent directors may serve on the Audit and Compliance Committee. The charter further provides that at least one member shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. The board of directors has determined that the Committee Chair Bryan L. Timm and Committee Vice Chair Maria M. Pope meet the SEC criteria for an “audit committee financial expert.”

The board of directors believes that each of the current members of the Audit and Compliance Committee has education or employment experience that provides them with appropriate financial sophistication to serve on the Committee.

Compensation Committee

See Roles and Responsibilities of the Compensation Committee in Section 3 of the Compensation Discussion and Analysis.

Enterprise Risk and Credit Committee

In 2017, the Enterprise Risk and Credit Committee reviewed and approved certain loans, reviewed and approved charge-offs to the loan loss reserve, set loan, investment and liquidity policies and monitored compliance with those policies and oversaw Umpqua’s loan and investment portfolios. The Committee also oversees the Company’s enterprise risk management program. In addition to its regular meetings, the Committee from time to time reviews and approves extensions of credit to Regulation O officers, directors or their related parties, and certain other significant lending relationships.

Executive Committee

The Executive Committee may, subject to limitations in our Bylaws and under Oregon law, exercise all authority of the full board when the full board is not in session. The Committee is responsible for the review and oversight of the Company’s strategic planning process and consideration of the Company’s merger and acquisition opportunities. The Committee is comprised of the Chair of the board, Lead Director, the Chair of each board committee, Chair of our Pivotus Ventures, Inc. subsidiary (if such individual is also an independent director of the Company) and Umpqua’s CEO. The Committee meets at least quarterly.

Finance and Capital Committee

In 2017, the Finance and Capital Committee reviewed and oversaw our budgeting process, including the annual operating and capital expenditure budgets. The Committee also oversaw capital planning and stress-testing, dividend planning and our stock repurchase program, our trust division, insurance and investments, and all aspects of financial risk management and financial performance.

Governance Committee

The Governance Committee proposes nominees for appointment or election to the board of directors and conducts searches to fill the positions of President and CEO. The Committee also oversees the Company’s corporate governance processes and board structure. The Committee is comprised of the Lead Director or independent board Chair, the Chair of each board committee and Chair of our Pivotus Ventures, Inc. subsidiary (if such individual is also an independent director of the Company). All of the directors serving on the Committee are independent, as defined in the NASDAQ listing standards. The Governance Committee meets at least quarterly.

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The Board’s Role in Enterprise Risk Oversight
The Company’s EVP/Chief Risk Officer provides a quarterly comprehensive risk report to the members of the Enterprise Risk and Credit Committee, including risks related to:
capital adequacy
earnings performance
liquidity
culture and reputation
credit
o
quality
o
concentration
operations and technology
o
fraud
o
information security
o
business continuity planning and disaster recovery
o
third party oversight

While the Enterprise Risk and Credit Committee has primary responsibility for overseeing risk management, our other board committees and the entire board of directors are actively involved in overseeing risk management for the Company.

The board and its committees regularly discuss risk management with the Chief Auditor, CEO, CFO, Chief Risk Officer, Chief Technology Officer, General Counsel, Chief Credit Officer, Model Risk Manager, Information Security Officer, Chief Compliance Officer, BSA Officer, Chief Data Officer and other Company officers as the board may deem appropriate. In addition, each board committee has been assigned oversight responsibility for specific areas of risk and risk management is an agenda topic at all regular committee meetings. The committees consider risks within their areas of responsibility, for example the Compensation Committee considers risks that may result from changes in compensation programs and related regulations, and the Finance and Capital Committee focuses on risk related to capital, among others. The Chief Auditor reports directly to the Audit and Compliance Committee and indirectly reports to the CEO for administrative purposes.

Corporate Responsibility
Umpqua’s commitment to corporate responsibility is a central part of our operating philosophy and our culture.  We believe we have an obligation to support the communities we serve by balancing the needs of our shareholders, associates, customers and communities – and this informs all aspects of our Company. These values are demonstrated daily at all levels in our business practices as well as through active community outreach and engagement. Community initiatives include associate engagement, meaningful philanthropy, financial health and sustainable business practices.

Associate engagement
Umpqua Bank’s Connect Volunteer Network™ has become one of the nation’s leading volunteer programs, providing associates with paid time-off each year to serve at youth-focused organizations, schools and community development programs.  In 2017, 2,752 Company associates volunteered more than 48,567 hours to over 2,221 nonprofit organizations and schools across the Company’s five-state footprint.
Meaningful philanthropy
Our decision process for charitable giving is driven by our associates to ensure community need is assessed locally and met with the most appropriate solutions.  We invest in the areas of youth development and education, community development and the arts.
Umpqua Bank Charitable Foundation made 289 grants, totaling $1.4 million to organizations in our footprint. Company-wide charitable giving totaled $3.0 million.
2017 associate matching gift program contributed $303,202 to 494 nonprofit organizations.

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Sustainable business practices
We have made sustainability a focus of our daily operations.  We know sustainability is a constant work in progress and we are proud to be on that journey. Examples include adoption of new technology and campaigns to reduce paper consumption, facilities design initiatives and associate mass transit benefits.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon our review of (i) Forms 3, 4 and 5 that we filed on behalf of directors and executive officers, or received from them with respect to the fiscal year ended December 31, 2017, and (ii) their written representations (if applicable) that no Form 5 is required, we believe that all reporting persons made all Section 16 filings required under the Securities Exchange Act of 1934 with respect to the 2017 fiscal year on a timely basis.

SHAREHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS
If any shareholder intends to present a proposal to be considered for inclusion in the Company’s proxy material in connection with the 2019 annual meeting of shareholders, the proposal must be in proper form under SEC Regulation 14A, Rule 14a-8, Shareholder Proposals, and received by the Secretary of the Company on or before November 2, 2018. Shareholder proposals to be presented at the 2019 annual meeting of shareholders, which are not to be included in the Company’s proxy materials, must be received by the Company no later than December 2, 2018, in accordance with the Company’s bylaws. A copy of our bylaws may be obtained from the corporate Secretary or from our SEC filings at www.sec.gov.

RELATED PARTY TRANSACTIONS
Transactions with Related Persons/Approval Process
We have a formal process with respect to the review and approval of loans extended by Umpqua Bank to related persons, as described below. In accordance with our written procedures for the review of transactions with related persons and NASDAQ Listing Rules, all other transactions with related persons must be approved by disinterested members of the board’s Audit and Compliance Committee after a review of (i) the related person’s relationship to the Company; (ii) the proposed aggregate value of such transaction; (iii) the approximate dollar value of the transaction to the related person; (iv) the benefits to the Company of the proposed transaction and the availability and price of comparable products or services; (v) an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally; and (vi) management’s recommendation.

Loans to Directors and Officers
Umpqua Holdings Corporation does not extend loans or credit to any officers or directors. However, many of our directors and officers, their immediate family members and businesses with which they are associated, borrow from and have deposits with Umpqua Bank. All such loans are made in the ordinary course of Umpqua Bank’s business, and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, Umpqua Bank. These loans did not and do not involve more than the normal risk of collection or present other unfavorable features to Umpqua Bank.

Loans by the bank to directors and designated executive officers are governed by Regulation O, 12 CFR Part 215. Under the bank’s procedures, the Chief Credit Officer can approve individual credits subject to Regulation O up to a total credit exposure of $500,000 and report those loans to the Enterprise Risk and Credit Committee. All Regulation O credits must be made on non-preferential terms, and all Regulation O credits with a total credit exposure in excess of $500,000 must be approved by the Committee, with the number of affirmative votes representing at least a majority of the board of directors. The bank also requires Regulation O applicants to submit a detailed financial statement at the time of application. Regulation O limits loans to an executive officer, including all loans personally guaranteed by the officer, to $100,000, unless the loan is (a) made to finance the purchase, construction, or improvement of the officer’s primary or secondary residence and is secured by a first lien on such residence, (b) made to finance the education of the officer’s children, or (c) fully secured by a deposit account, U.S. Treasury bonds, or certain U.S. government guarantees. All of our named executive officers are designated as executive officers of Umpqua Bank under Regulation O. In no case may the total loans to any designated executive officer exceed 5% of the bank’s capital absent the approval of a majority of the Company’s disinterested directors.  Each extension of credit to a designated executive officer must contain a written demand clause stating that the extension of credit will, at the option of the bank, become due and payable at any time the officer is indebted to any

26


other bank or banks in an aggregate amount greater than the amount specified for a category of credit in paragraph 215.5(c) of Regulation O.

As of December 31, 2017, the sum of committed but undisbursed funds plus the outstanding balances of all loans to Regulation O executive officers, directors, principal shareholders and their businesses was $23,708,457, which represented approximately 0.6% of our consolidated shareholders’ equity and 0.8% of our risk-based capital at that date. All such loans are currently in good standing and are being paid in accordance with their terms.

DIRECTOR COMPENSATION
The Compensation Committee annually reviews its director compensation policy and in January 2017, the Committee affirmed the following statement of philosophy with regard to director compensation:

Umpqua’s director compensation is designed to align the board of directors with its shareholders, and to attract, motivate, and retain high performing members critical to our Company’s success. Our director compensation philosophy is simple: we pay our directors a competitive rate when compared to similar sized and performing financial services organizations.

Objectives – Umpqua Bank is committed to providing competitive compensation to our directors. Within that context, our prime objectives are to:
Attract and retain highly qualified people that portray our Company culture and values.
Ensure the preservation and creation of value for our shareholders.
Align the interests of our directors, executives, and employees with our shareholders.
Conform to the highest levels of fairness, ethics, transparency, regulatory compliance and sound governance practice.
Director Compensation – The Compensation Committee will annually review director compensation, consistent with annual board evaluations and director elections for one-year terms. On a regular basis, at least every three years, the board will engage a third-party professional to perform an evaluation to ensure director compensation is fair and competitive. Any change to director compensation is first reviewed by the Compensation Committee of the board prior to full board review and approval. Currently, it is the Company’s policy for director compensation to be paid in Company stock, which may be taken as deferred compensation; provided, however, that a director may elect to receive up to 30% of his or her retainer compensation in cash.
The Compensation Committee is charged with reviewing director compensation and recommending changes to the full board. The board of directors has adopted a Director Compensation Plan that sets forth the terms and manner in which non‑employee directors will be compensated for their service on the board of directors and committees of Umpqua and its subsidiaries.

In 2016, the Committee reviewed director compensation and recommended no changes for 2017 (other than providing that the Lead Director is compensated at the same level as an independent board Chair). The Board of Directors approved the Committee’s recommendation.

2017 Schedule of Directors’ Fees
Total Compensation
Position
Total Retainer Payments (1)
Director RSAs
Board Chair/Lead Director

$125,000


$40,000

Audit and Compliance Chair

$85,000


$40,000

Other Committee Chairs

$80,000


$40,000

Participating Director

$70,000


$40,000


(1)
Each director serves on the board of Umpqua Holdings Corporation and Umpqua Bank but receives only one quarterly retainer. Each director can make an annual election to have up to 30% of his or her retainer compensation paid in cash.


27


Umpqua also provides a nonqualified deferred compensation plan to its non-employee directors. Under this plan, each director may annually elect to place all or part of his or her director compensation for the coming year into the deferred plan. Under the plan, a director may choose to have distributions from the plan paid in a lump sum or in annual installments over three, five or ten-year periods following the date that the director leaves the board. Umpqua pays director compensation that is deferred under the plan in shares of its common stock, and prior to payment, the shares are held by a trustee but remain subject to the claims of general creditors of the Company. The dividends paid on those shares are credited to the director’s account, but no interest or other compensation or earnings are paid by the Company with respect to the deferred account.

Director Compensation
The following table summarizes the compensation paid by the Company to non-employee directors for the year ending December 31, 2017, including the Director restricted stock awards to each director who was serving on the board following the election of directors at the April 2017 annual meeting of shareholders.





Name
 
Fees Earned or Paid in Cash
($)
 


Stock
Awards
($)
 



All Other
Compensation
 



Total
($)
(a) (1)
 
(b)(2)
 
(c)(3)
 
(g)(4)
 
(h)
Luanne Calvert (5)
 
$10,500
 
$24,530
 
-
 
$35,030
Peggy Fowler
 
$37,500
 
$127,551
 
-
 
$165,051
Stephen Gambee
 
-
 
$110,059
 
-
 
$110,059
James Greene
 
-
 
$120,065
 
$150,000
 
$270,065
Luis Machuca
 
-
 
$120,065
 
-
 
$120,065
Maria Pope
 
-
 
$110,059
 
-
 
$110,059
John Schultz
 
-
 
$110,059
 
-
 
$110,059
Susan Stevens
 
-
 
$120,065
 
-
 
$120,065
Hilliard Terry III
 
$24,000
 
$96,069
 
-
 
$120,069
Bryan Timm
 
-
 
$125,050
 
-
 
$125,050
(1)
Director O’Haver and retired director Davis are omitted from this table because as named executive officers they received no separate compensation for service as directors, and their compensation is fully reflected in the Summary Compensation Table.
(2)
Directors Calvert, Fowler and Terry elected to receive 30% of their retainer compensation in cash.
(3)
Amounts in column (c) are the value of (i) quarterly retainer compensation paid in February, May, August and November by issuing stock awards under the 2013 Plan with the value of such awards based on the closing price of Umpqua’s common stock on the dates of issuance, and (ii) a restricted stock grant issued under the 2013 Plan that vests on the day before the 2018 annual meeting of shareholders if the director is then serving on the board, subject to prorated vesting in the event of death, change in control or resignation in connection with an acquisition, based on the closing price of Umpqua’s common stock ($17.50) on the grant date (April 20, 2017).
(4)
In December 2017, the Compensation Committee and the independent directors, excluding Mr. Greene, approved a payment to Mr. Greene of $150,000 for Pivotus-related work. See "Director Independence."
(5)
Former director Calvert served until the end of her term with the 2017 annual meeting.

Expenses incurred by directors in connection with attending meetings and our annual multi-day strategic planning session, such as travel costs and meals, are reimbursed by the Company. However, we consider such expenses to be integrally and directly related to the performance of the directors’ duties, and accordingly such expenses are not considered to be personal benefits or perquisites and are not separately disclosed.


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In addition, we invite the spouses of our directors and executive officers to attend our annual multi-day strategic planning session. We believe this event provides a valuable opportunity for our directors to strengthen relationships with senior executives, enhance leadership development and advance our business objectives. We believe the participation of spouses in the meals and social functions at the planning session contributes to the process. The Company reimburses spouses’ travel expenses, and pays for meals and activities that may be considered to provide a personal benefit in connection with this event. In 2017, the total amount of reimbursed spouse travel and other expenses paid for spouses did not exceed $10,000.

COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)

Our CD&A is organized into four sections:
Section 1- Executive Summary
Section 2- Performance and Pay
Section 3- Compensation Process and Decisions for 2017
Section 4- Other Compensation Information

Please read this section of the proxy statement as you consider our say on pay resolution, which is Item 4 - Advisory Vote on Resolution to Approve Executive Compensation. The CD&A contains important information that may inform your voting decision and we believe supports voting in favor of our say on pay resolution.

Section 1 – Executive Summary

Compensation Program Highlights

Our say on pay resolution at last year’s annual meeting received a favorable vote from more than 97% of the shares voted. Our Compensation Committee considered the results of the vote in making compensation decisions. Our 2017 compensation program retained the core governance components and compensation practices from 2016 as described in the table below.

CORPORATE GOVERNANCE
 
•    Compensation Committee comprised of independent directors that reviews and approves executive compensation
•    Annual review of company-wide benefit and incentive plans, including risk assessment of all incentive plans, by the Compensation Committee
•    Compensation Committee engages its own independent advisors and consultants
•    Governance and compensation focused outreach program to shareholders owning more than 75% of outstanding common stock
 
 
 
ANNUAL CASH INCENTIVES
 
•    Meaningful 2017 operating earnings per share (“OEPS”) targets including a “circuit breaker” with no annual incentive paid if operating earnings per share fell below $1.02, up from $0.92 from the prior year
o    OEPS targets tied to key strategic initiatives including continued loan and deposit growth, excellent credit quality and management of non-interest expense
•    Clawbacks in all plans
 
 
 

29


EQUITY COMPENSATION
 
•    At least 50% of equity awards to executive officers, and 100% of CEO awards based on objective performance metrics
•    Performance-based equity award metrics of total shareholder return and return on average tangible common equity relative to a group of peers over a three-year performance period
•    Time-based awards vest ratably over three years
•    Double-triggers for acceleration of vesting in connection with a change-in-control
•    Dividends on unvested restricted stock and performance share awards are paid only upon vesting
•    Performance-based vesting awards include “circuit breaker”
•    All equity awards are subject to clawback provisions
•    75% of net equity awards must be retained by executive officers until retirement or separation
•    Equity incentive plan features:
o    shareholder approval required to re-price stock options or replace or cash-out underwater options
o    minimum one-year vesting period for stock awards
 
 
 
SOUND COMPENSATION PRACTICES
 
•    Stock ownership policy that requires minimum ownership as a multiple of annual base salary (4.0x for CEO and Executive Chairman, 2.0x for Presidents and 1.5x for other executive officers)
•    No hedging of Company stock
•    Employment agreements with double trigger change-in-control benefits
•    No guaranteed bonuses other than in connection with recruitment of new hires, which include a payback component
•    No income tax gross-ups except for executive relocation expenses
•    Company policy continues to prohibit purely personal use of the Company’s leased aircraft
•    Avoid incentive plans that promote excessive risk-taking

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Financial Highlights

Our decisions for 2017 compensation reflect our 2016 and 2017 financial results. The Company accomplished the following:
Full year 2017 earnings per diluted share of $1.11 compared to $1.05 for 2016 with operating earnings per diluted share of $1.26 for 2017 compared to $1.19 for 2016
Balanced growth:
o
total assets increased to $25.7 billion at December 31, 2017 compared to $24.8 billion at December 31, 2016
o
gross loans and leases grew $1.6 billion to $19.1 billion as of December 31, 2017, across the Company’s commercial, equipment finance, multifamily and residential real estate portfolios
o
deposits were $19.9 billion as of December 31, 2017, up 5% from December 31, 2016
Increased return on average assets from 0.97% to 0.98% year over year
Return on average tangible common equity for 2017 was 11.45% for 2017 compared to 11.25%
Continued strong credit quality:
o
net charge-offs to average loans and leases remained at 0.22% for 2017 compared to 2016
o
non-performing assets were 0.37% of total assets as of December 31, 2017 compared to 0.25% as of December 31, 2016
Prudent capital management:
o
Total risk based capital of 14.1% and a Tier 1 common risk weighted ratio of 11.1% as of December 31, 2017
o
Declared dividends of $0.68 per share in 2017 compared to $0.64 per share in 2016

The table below includes additional historical financial information:
 
12/31/17

12/31/16

12/31/15

12/31/14

12/31/13

Earnings per diluted share

$1.11


$1.05


$1.01


$0.78


$0.87

Operating earnings per diluted share

$1.26


$1.19


$1.19


$1.12


$0.91

Return on average assets
0.98
%
0.97
%
0.97
%
0.77
%
0.85
%
Return on average tangible common equity
11.45
%
11.25
%
11.22
%
9.17
%
9.77
%
Non-performing assets to total assets ratio
0.37
%
0.25
%
0.28
%
0.43
%
0.51
%
Loans and leases at FYE (000’s)

$19,080,184


$17,508,663


$16,866,536


$15,338,794


$7,732,228

Deposits at FYE (000’s)

$19,948,300


$19,020,985


$17,707,189


$16,892,099


$9,117,660

Dividends declared per share

$0.68


$0.64


$0.62


$0.60


$0.60

Tangible book value per share

$9.98


$9.50


$9.16


$8.79


$8.46

Total risk based capital ratio
14.1
%
14.7
%
14.3
%
15.2
%
14.7
%
Available liquidity to total assets ratio
38
%
37
%
32
%
34
%
35
%

Operating earnings, metrics based on operating earnings, and tangible book value per share, are “Non-GAAP” financial measures. More information regarding these measurements and a reconciliation to the comparable GAAP measurement is provided in in Part II, Item 7 of our Form 10-K, which is delivered or made available with this proxy statement.

The Company’s focus has been on growth and positioning for the long term. In 2017, we emphasized prudent capital management, deposit and loan growth, and a continued focus on maintaining strong credit quality, and our new CEO developed a long-term strategy focused on enhancing shareholder value.


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Key Compensation Decisions
The components of compensation and our compensation philosophy have not materially changed over the past five years; we remain focused on meaningful performance-based compensation and competitive base salaries, with 100% of our CEO’s long-term and short-term (annual) incentives based on performance.
Each year our independent Compensation Committee engages in extensive discussions in meetings held over several months. The Committee meets with its independent consultant to review best practices and receive a competitive assessment of executive officer compensation compared to peers. The Committee reviews total compensation and approves each of the elements of executive officer compensation, and reviews whether compensation programs and practices carry undue risk.
Key decisions for 2017 compensation included:
With Mr. O’Haver’s promotion to President and Chief Executive Officer, we increased his base salary to reflect the additional executive responsibilities
The Company achieved operating earnings per diluted share of $1.26, resulting in a 100% payout in the OEPS component of the 2017 annual incentive plans, which represents between 60-80% of total achievable target incentive for the named executive officers
o
The annual incentive plan payouts to named executive officers serving at year end ranged from 75% to 100% of target
o
At year-end 2017, the Company realized a net benefit to the provision for income taxes of $26.9 million with the passage of the Tax Cuts and Jobs Act, which increased OEPS for the year—the Committee considered and agreed with our CEO’s recommendation to set OEPS performance level at 100% rather than 125% due to a number of factors including in part the impact of tax reform and the decision to fund certain investments at year-end
Performance-based equity awards issued in 2017 are based 50% on total shareholder return relative to the KRX index and 50% on return on average tangible common equity compared to the same peer group used to perform the Compensation Committee’s annual competitive assessment
A majority of the equity awards issued to named executive officers in 2017 include vesting conditions based on the two performance-based conditions relative to peers:
o
Awards to Mr. O’Haver were 100% performance-based;
o
Awards to Mr. Farnsworth were 70% performance-based; and
o
Awards to Ms. Delorier and Mr. Nixon were 60% performance-based.
Mr. Davis assumed the role of Executive Chair on January 1, 2017, which included Umpqua board chair duties, continued responsibility as CEO of our Pivotus Ventures, Inc. subsidiary, and ensuring a seamless CEO transition. The Committee kept Mr. Davis’s salary at the same level as 2016 and established an annual cash incentive plan with objective performance conditions based on Pivotus initiatives (50%), as well as Umpqua OEPS (40%) and regulatory (10%) components. The Committee decided not to award long-term incentives to Mr. Davis as the Executive Chair role was a one-year transition role. We completed the successful CEO transition in 2017.

Section 2 – Performance and Pay

We maintain a strong pay for performance philosophy that links executive compensation to achieving the operating and financial goals set by the board. In order to promote the development of our business on a range of measures, our annual incentive plan goals differ from our long-term incentive goals.


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Our annual incentive plans are based primarily upon OEPS targets; our long-term performance-based equity grants are tied to relative total shareholder return (“TSR”) and to relative return on average tangible common equity (“ROATCE”) compared to peers. Our OEPS targets are set by the Compensation Committee based on the Company’s budget, which includes growth and expense targets that align with our strategic initiatives. The Compensation Committee Chair serves Vice Chair of the board’s Finance and Capital Committee, which reviews and recommends the Company’s budget. Our executives play a major role in achieving OEPS performance against those targets, but they have less direct influence over our stock price. We believe that increasing OEPS and deploying excess capital will, over time, result in an increase in the Company’s stock price.

Prior to 2016, the majority of equity incentive grants to executives were tied exclusively to the Company’s TSR compared to the KBW Regional Bank Index (the “KRX”), an index of regional bank stocks compiled by Keefe, Bruyette and Woods, Inc., an investment bank focused on the financial services sector. The index is comprised of approximately 50 regional bank / bank holding company stocks, including Umpqua and all of the 19 institutions included in the peer group utilized by our Compensation Committee, ranging in size from approximately $5.0 to $45.0 billion in assets as of December 31, 2017. We believe the use of TSR directly links executive compensation to the returns realized by our shareholders, and that a measure based on return on equity links executive compensation to the creation of long-term value for shareholders, with the combination of metrics ensuring that our awards are not advantaged or penalized by general market conditions. The following are the vesting levels of the three-year performance-based equity awards granted in in the years indicated with relative TSR vesting conditions:

2012 performance share awards vested in 2015 at:    100%
2013 performance share awards vested in 2016 at:    88.4%
2014 performance share awards vested in 2017 at:    47.6%
2015 performance share awards vested in 2018 at:    82.6%

In 2017, 100% of the equity grants to our CEO and 100% of his annual incentive plan were performance-based.

The following chart illustrates the connection between our CEO’s Realized Compensation, Realizable Compensation, and the Actual Value (defined below) of CEO compensation for the years 2013 through 2017 and Umpqua’s TSR over the period from December 31, 2012 through December 31, 2017. Compensation amounts for 2013 through 2016 represent Mr. Davis’s compensation and compensation amounts for 2017 represent Mr. O’Haver’s compensation. The compensation values shown below do not necessarily correspond to, and are not a substitute for, the amounts disclosed in the Summary Compensation Table and supplemental tables.

umpq2018proxyimage11.jpg

Realized Compensation includes salary, bonus, non-equity incentive compensation, and “all other compensation”, as reported in the Summary Compensation table. It also includes the value of options and awards recognized as disclosed in the Option Exercises and Stock Vested table. The Company believes Realized Compensation better measures compensation for the current annual period as compared to the Summary Compensation table which includes the accounting value of awards and options issued in the period, but which may or may not be realized in the future.


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Realizable Compensation includes Realized Compensation and the unrealized value of outstanding in-the-money options and unvested stock awards held as of the measurement date based on the closing price of the Company stock at year-end. As the unrealized value may or may not be realized in the future, and may be realized in various future annual periods, the Company believes Value of Compensation is a better measure of compensation for an annual period.

Value of Compensation includes Realized Compensation and the change in the unrealized value of outstanding in-the-money options and stock awards used in the Realizable Compensation value during the year. The Company believes Value of Compensation provides the economic value of compensation to the executive for each period.


The following graph shows Umpqua’s total shareholder return compared with the KRX total return index over the past five years.

umpq2018proxyimage12.jpg
umpq2018proxyimage13.jpg

The following graph compares Umpqua’s total shareholder return to the KRX total return over one, three, five and ten-year periods.

umpq2018proxyimage15.gif


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Section 3 – Compensation Process and Decisions for 2017

Roles and Responsibilities of the Compensation Committee
The Compensation Committee carries out the board’s overall responsibilities with respect to executive compensation, director compensation and review of the CEO’s performance with respect to his long-term and annual incentive plans. The board reviews the CEO’s performance with respect to the Company’s financial performance and strategic plan. The CEO is not present during discussions regarding his compensation. The Committee also oversees administration of the Company’s employee benefit plans, including the Umpqua Bank 401(k) and Profit Sharing Plan and Supplemental Retirement / Deferred Compensation Plan. All Committee members are required to meet the NASDAQ and SEC independence and experience requirements.

The Compensation Committee operates under a written charter, which is posted on our website at https://www.umpquabank.com/investor-relations. The Committee annually reviews its charter and recommends changes to the board. The Committee Chair sets the Committee’s meeting agenda and calendar. As authorized by its charter, the Committee routinely hires independent advisors and consultants for advice on compensation matters.

Identification of Named Executive Officers
For 2017, our “named executive officers,” as defined in Item 402 of Regulation S-K, were:

Name
Title
Designation
Cort L. O’Haver
President and Chief Executive Officer
Principal Executive Officer
Raymond P. Davis
Executive Chair
 
Ronald L. Farnsworth
Executive Vice President/Chief Financial Officer
Principal Financial Officer
Rilla S. Delorier
Executive Vice President/Chief Strategy Officer
 
Torran (Tory) B. Nixon
Executive Vice President/Commercial and Wealth
 

Role of the Chief Executive Officer
Our CEO is actively engaged in recommending the compensation of our other named executive officers. At the end of each fiscal year, he reviews with the Compensation Committee the performance of each executive officer and recommends the level of base salary and incentive compensation as well as equity grants for the ensuing year. As part of the CEO succession transition, in late 2016 and early 2017, Mr. Davis and Mr. O’Haver reviewed performance of the other executive officers and Mr. Davis recommended 2017 salaries, target incentives and equity awards. The Committee reviews those recommendations and compares them with market information to ensure that executive compensation is competitive and that the CEO is exercising appropriate discretion. The Committee reviews, and ratifies or approves, all components of the compensation for executive officers covered by NASDAQ requirements, including salary, annual incentives, long-term incentive compensation and internal pay equity.

Our Executive Vice President/Associate Relations works with our CEO, our business unit executives, General Counsel and, as appropriate, outside counsel and consultants to recommend and design the overall structure of the Company’s incentive and benefit plans.

Role of the Compensation Consultant/Evaluation of Independence
The Compensation Committee reviews information provided by recognized, independent compensation consultants including survey or “benchmarking” data, peer group recommendations and plan design suggestions. The Committee uses this information to understand prevailing market practices and aggregate, as well as component, compensation packages provided by financial services companies similar to Umpqua in size and scope. The Committee considers this advice along with Company performance, individual performance and internal pay equity when making compensation decisions.

As noted below, the Compensation Committee engaged Willis Towers Watson, an independent consulting firm, to review and provide recommendations about components of our executive compensation program. The Committee received a letter from Willis Towers Watson assessing that firm’s independence and the Committee made its own assessment of the independence of Willis Towers Watson pursuant to SEC rules and concluded that no conflict of interest exists that would prevent Willis Towers Watson from independently advising the Committee.


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Executive Compensation Philosophy

The Company has adopted the following written statement of its executive compensation philosophy, which is reviewed annually by the Compensation Committee:

Decisions regarding executives’ total compensation program design, as well as individual pay decisions, will be made in the context of this Executive Compensation Philosophy and our ability to pay, as defined by our financial success. We designed Umpqua’s executive compensation to recognize superior operating performance thereby maximizing shareholder value, and to attract, motivate and retain the high performing executive team critical to our Company’s success. Our executive compensation philosophy is simple: we pay competitive base salaries and we strongly reward performance.

Objectives – Umpqua Bank is committed to providing competitive compensation opportunities based on performance to our executives who collectively have the responsibility for making our Company successful. Within that context, our prime objectives are to:
Attract and retain highly qualified executives that portray our Company culture and values.
Motivate executives to provide excellent leadership and achieve Company goals.
Provide substantial performance-related incentive compensation that is aligned to our business strategy and directly tied to meeting specific business objectives, avoiding unnecessary and excessive risks that threaten the value of the Company.
Strongly link the interests of executives to the value derived by our shareholders from owning Company stock.
Connect the interests of our executives, our employees, and our shareholders.
Be fair, ethical, transparent and accountable in setting and disclosing executive compensation.
Components of Compensation
Base Salary – Base pay opportunities should be fully competitive with other relevant organizations within the markets in which we compete. Individual salary determinations involve consideration of incumbent qualifications, behaviors, cultural adherence, and performance.
Short-Term Incentives – Consistent with competitive practices, executives should have a significant portion of their targeted annual total cash compensation at risk, contingent upon the Company meeting its profitability goals, regulatory goals and personal objectives.
Long-Term Incentives – Executives who are critical to our long-term success should participate in long-term incentive opportunities. At least 50% of equity awards should be “performance-based,” to link a significant portion of total compensation to shareholder value.
Executive Benefits – We offer benefit programs, such as health insurance, 401(k) plan, vacation, and life insurance, similar to the programs that are offered to our employees.


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Plan Design and Objectives

The following table shows the characteristics of each type of compensation that we paid in 2017:

Compensation Element
Fixed or
At Risk
Annual or
Long Term
Cash or Equity

Primary Purpose
Base Salary
Fixed
Annual
Cash
Provide fixed cash compensation based on experience, skills, responsibilities and competitive pay levels.
 
 
 
 
 
 
 
 
 
Encourages Executive To
Annual Incentive / Performance Compensation Award
At Risk
Annual
Cash
Maximize operating earnings per share and achieve satisfactory regulatory examination ratings.

Restricted Stock
Awards with time-based vesting

At Risk
Long Term
Equity
Act in the best interests of shareholders by aligning interests over the long term and as a retention device to continue to work for the Company.

Performance Share
Awards
At Risk
Long Term
Equity
Generate a total shareholder return that exceeds a regional bank stock index and a return on tangible common equity that exceeds the Compensation Committee selected peer group.


The following table shows the ratio that each type of compensation bears to total compensation earned by the named executive officers in 2017. Total annual compensation consists of base salary received (fixed), annual incentives paid for 2017 (at risk) and value of equity awards granted in 2017 (at risk). For Ms. Delorier, her 2017 cash compensation also includes a signing bonus paid at the commencement of employment in April 2017. Total compensation consists of total annual compensation and “all other compensation” from the Summary Compensation Table; equity compensation consists of the value of restricted stock and performance share awards, as calculated in the Summary Compensation Table.



Executive Officer
% of Total Annual Compensation That Was
 
% of Total Compensation Paid in:
Fixed
At Risk
 
Cash
Equity
Cort O’Haver
24%
76%
 
51%
49%
Ray Davis
57%
43%
 
100%
0%
Ron Farnsworth
29%
71%
 
55%
45%
Rilla Delorier
30%
70%
 
70%
30%
Tory Nixon
37%
63%
 
65%
35%

Base Salary
The purpose of base salary is to create a secure base of cash compensation for executives that is competitive with the market. Executive salary increases do not follow a preset schedule or formula; however, the following are considered when determining appropriate salary levels and increases:
the individual’s current and sustained performance results and the methods utilized to achieve those results;
non-financial performance indicators, to include strategic developments for which an executive has responsibility (such as product development, expansion of markets, increase in organic loan or deposit growth and acquisitions) and managerial performance (such as service quality, sales objectives and regulatory compliance);
the Company’s financial performance; and

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peer data and benchmarking or competitive assessment reports.

Individual and Company Performance
A significant component of compensation is related to performance. We believe that an executive’s compensation should be tied to how well the individual executive, the executive’s team and the Company perform against both financial and non-financial goals and objectives. The board annually establishes the financial goals for the incentive compensation program. Non-financial goals include satisfactory performance on all internal and external regulatory exams and audits (for all executives) and achievement of the business unit financial goals developed through the budgeting process (for each individual named executive officer except the CEO).

Short-Term and Long-Term Incentives
Incentive compensation balances short and long-term performance. We try to focus all senior managers on achieving strong short-term or annual results in a manner that will ensure the Company’s long-term viability and success. Therefore, to reinforce the importance of balancing these perspectives, senior management is regularly provided with both annual and long-term incentives. Participation in long-term incentive programs increases with higher levels of responsibility, as employees in these leadership roles have the greatest influence on the Company’s strategic direction and results over time.

Annual Incentives
The purpose of annual incentive plans is to provide cash compensation on an annual basis that is at risk and contingent on the achievement of annual business and operating objectives, as well as personal goals and objectives.

The Compensation Committee and the board have selected OEPS as the key annual financial performance measurement for the following reasons:
earnings per share (“EPS”) is the single most important indicator of profitability, which measures earnings allocable to each outstanding share of common stock;
EPS aligns the interests of executive officers with shareholders; and
OEPS eliminates certain income and expense items as described below.
We use OEPS, which is a non-GAAP financial measure because we believe it is useful in assessing Company performance. When calculating OEPS, we exclude the following income and expense items due to their one-time nature or relationship to market externalities:
gains or losses on our junior subordinated debentures carried at fair value resulting from changes in interest rates and the estimated market credit risk adjusted spread that do not directly correlate with the Company’s operating performance;
expenses that are related to the completion and integration of mergers and acquisitions or related to exit or disposal costs of certain business activities;
gains or losses from the change in fair value of the Company’s mortgage servicing rights;
gains or losses from the change in fair value of swap derivatives; and
net gains or losses on investment securities.
Historically, when relevant, we have also excluded:
one-time bargain purchase gains on certain FDIC-assisted acquisitions that are not reflective of Umpqua’s on-going earnings power; and
exit or disposal costs and other charges related to business combinations such as goodwill impairment charges or bargain purchase gains. 
All of these items are excluded net of their tax impact. We calculate operating earnings (loss) per diluted share by dividing operating earnings by the same diluted share total used in determining diluted earnings per common share.

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The board believes that regulatory compliance is critical to the success of the Company and, accordingly, allocated10-20% of executive officers’ target annual incentives to maintaining satisfactory or better regulatory compliance, which is an objective standard. Federal bank regulations prohibit disclosure of all or any portion of an examination report and from making any representations about such a report, so we do not disclose our regulatory targets or our performance against those targets.

At the beginning of each year, we adopt an annual incentive plan that provides for cash incentive compensation to be awarded to our CEO and our other named executive officers upon achievement of the Company’s operating earnings and regulatory goals set by the board for our CEO and other named executive officers, and the individual budgeted business unit profitability or expense control objectives, and other corporate initiatives, established for the other named executive officers.

Each executive is assigned a target incentive, which is a percentage of base salary. The overall target incentive is set annually by the Compensation Committee based on market comparables for similar positions, total compensation and internal groupings of executives. The Committee also assigns a maximum incentive above the target incentive. Achievement of the target incentive is based on the success of the Company and the individual executive in certain performance areas, as more particularly discussed in the section titled 2017 Executive Compensation Decisions.

The annual incentive plan for each named executive officer also includes a “negative discretion” component that allows the Compensation Committee to consider significant one-time events that might affect, for example, earnings per share, and reduce the award that would otherwise be suggested by rigid computation of the formula in the plan.

The annual incentive plans of all named executive officers require the executive to repay to the Company any incentives awarded based on earnings per share for a particular period if it is later determined that the earnings per share were materially inaccurate. This plan provision, often called a “clawback,” was first implemented in 2007 and has never been triggered. Since 2009, “clawback” provisions have been incorporated in the annual incentive compensation plans of all Company managers.

Long-Term Incentive Compensation
Under the shareholder-approved 2013 Incentive Plan, the Company may award the following forms of long-term incentives to executives: stock options, stock appreciation rights (“SARs”), restricted share awards (“RSAs”), restricted stock units (“RSUs”), performance share awards, and performance compensation awards. From 2011 through awards made in 2015, the Compensation Committee set total shareholder return compared to the KRX total return index as the performance metric. As a retention device and an important competitive component of compensation, the Committee grants a portion of annual equity awards as time vested RSAs to executive officers other than the CEO. At least 60% of equity awards to named executive officer have had performance-based conditions.

Based on market information and advice from its compensation consultant, the Committee decided to provide only performance-based equity grants to the CEO in an amount equal to the value of one year’s annual salary and target cash incentive, which totaled 86,000 shares for 2017.

In 2017, the Committee maintained the same mix of time and performance based awards and continued to use two performance metrics—ROATCE relative to the same peer group used by the Committee to conduct its annual competitive assessment of executive compensation and TSR compared to the KRX.

Performance share awards and RSAs are awarded subject to vesting requirements and, for a majority of the executive officer awards, subject to the Company achieving predetermined financial goals, measured based on performance relative to a peer group over three years. Time-vested RSAs serve to help retain key executive talent, as well as attract and retain non-executive employees who make a significant contribution to the Company. Performance share awards also provide an incentive to focus on long-term strategies that we believe will create value for shareholders, increase the Company’s stock price and return capital to shareholders. In February 2017, we issued RSAs and performance share awards under the 2013 Plan to executive officers.

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The 2017 performance share awards to executive officers were subject to the following vesting conditions:
FOR 50% OF THE PERFORMANCE-BASED AWARDS
Umpqua’s 3-Year TSR Performance
compared to the KRX total return index (KRXTR)
 
Vesting Percentage
 
Lower than 60%
 
0
%
 
60%
 
25
%
 
between 60% and 100%
 
**

 
100% (Umpqua’s TSR Performance equals or
   exceeds the KRXTR Performance)
 
100
%
 
Above 100%
 
***

 
 
 
 
 
FOR 50% OF THE PERFORMANCE-BASED AWARDS
Umpqua’s 3-Year ROATCE Performance
compared to the Compensation Committee peer group
 
Vesting Percentage
 
Lower than 60%
 
0
%
 
60%
 
25
%
 
between 60% and 100%
 
**

 
100% (Umpqua’s ROATCE performance equals or
   exceeds the peer group performance)
 
100
%
 
Above 100%
 
***

 
 
 
 
 
**
When TSR or ROATCE Performance is between 60% and 100% relative to peers, such results will be interpolated on a straight-line basis to determine the applicable Vesting Percentage. For example, 80% TSR or ROATCE Performance represents the midpoint of TSR or ROATCE Performance and would result in the midpoint of the Vesting Percentage (62.5%).
***
When TSR or ROATCE Performance is between 100% and 150% relative to peers, the Vesting Percentage is equal to the applicable TSR or ROATCE Performance. If TSR or ROATCE Performance exceeds 150%, the applicable Vesting Percentage is the maximum of 150%.

Our multi-year vesting schedules are designed to retain executives, and more closely align the interests of our executive officers and our shareholders.

The mix of equity awards made in 2017 is shown in the following table:


Name
Time Vested RSAs
Performance Share Awards
Davis
N/A

N/A

O’Haver
0
%
100
%
Farnsworth
30
%
70
%
Delorier
40
%
60
%
Nixon
40
%
60
%

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Other Annual Compensation - Benefits and Perquisites

We provide benefit programs to executive officers and to other employees. The following table identifies the benefit plans and identifies those employees who may be eligible to participate:



Benefit Plan
Named Executive Officers

Certain Managers

Full Time Employees
401(k) Plan
Group Medical/Dental/Vision
Group Life and Disability
Annual Manager Incentive Plan
 
Severance
Change in Control
 
Supplemental Retirement
 
Supplemental Executive Retirement (1)
 
 
Deferred Compensation Plan (2)
 
(1)
Mr. Davis is the only employee with a Supplemental Executive Retirement Plan, which was implemented in 2003.
(2)
In connection with acquisitions, the Company has assumed deferred compensation plans that benefit past and present employees. In 2008, the Company adopted a non-qualified deferred compensation and supplemental retirement plan that allows eligible officers to make payroll deferrals to a deferred compensation account and to elect a deferred distribution date, and allows the Company to make discretionary contributions.

The Company provides modest perquisites to named executive officers, which are common in the financial services industry and help the Company attract and retain key executives. Some perquisites are intended to serve an Umpqua business purpose, but it is understood that some may be used for personal reasons as well. Our perquisites are disclosed in the Summary Compensation Table and itemized in a supplemental table in the footnotes.

Umpqua has adopted a policy that governs use of the aircraft leased by the Company. That policy generally provides that the CEO or CFO must approve any use of this aircraft and it prohibits any purely personal use, regardless of whether the officer reimburses the Company for that use. If the officer is accompanied on a business trip by a spouse or other guest, the officer must reimburse the Company for the spouse or guest’s use of the aircraft in accordance with the Standard Industry Fare Level formula. If the officer’s spouse accompanies the officer on the aircraft for the purpose of participating in business functions, that use is not deemed to be personal use.

Stock Ownership and Retention Policies
We believe that key executives should have a significant stake in the performance of the Company’s stock, to align their decisions with creating shareholder value and to minimize negative market perceptions caused by excessive insider sales of Company shares. Our Statement of Governance Principles (posted on our website) requires directors and executive officers to accumulate a meaningful position in Company shares. Our stock ownership requirement for outside directors and executive officers is tied to a multiple of director compensation for directors and a multiple of base salary for the executive officers, as noted below:

Position
Minimum Ownership
(multiple of annual base salary)
CEO
4.0
President
2.0
Other EVPs
1.5

Directors
Minimum Ownership
(multiple of annual director compensation)
Outside Director
4.0


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Under this policy, share ownership is determined from the totals on Table 1 of SEC Form 4, which includes unvested RSAs and shares in which beneficial ownership is disclaimed, but excludes outstanding stock options and RSUs. Compliance with share ownership guidelines is reviewed annually by the Governance Committee. This minimum ownership must be achieved within five years after the officer or director takes office. As of December 31, 2017, all directors and executive officers satisfied these requirements or had not yet served for five years.

In addition, named executive officers must retain a substantial portion of the equity awards granted by the Company. A named executive officer must retain 75% of the following awards until the officer retires:
Gains from option exercises (shares remaining after payment of the exercise price and taxes);
Vested RSAs (net of tax withholdings); and
Shares issued in payment of RSUs (net of tax withholdings).

Exceptions to this holding requirement may be granted only by the Compensation Committee based upon bona fide personal financial need or family hardship, including divorce or death of a spouse.

Directors and executive officers may sell no more than 15,000 shares per calendar year, unless he or she obtains authorization in a hardship situation from the Compensation Committee. A director or officer may, however, sell shares to cover the exercise price and estimated taxes associated with an option exercise or RSA vesting. Our policy also prohibits directors and executives from engaging in transactions in which they may profit from short term speculative swings in the market value of Umpqua stock. These prohibited transactions include “short sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future); “short sales against the box” (selling owned, but not delivered securities); “put” and “call” options (publicly available rights to sell or buy Umpqua shares at a specific price within a specified period of time); and derivative transactions, such as non-recourse loans secured by Company stock.

In 2017, the named executive officers, as a group, acquired 70,811 shares of Company stock through vesting of restricted share or unit grants and exchanged 26,327 shares to pay taxes in connection with vesting. The group, as a whole, exercised stock options for 15,000 shares, and surrendered 12,199 shares to the Company to cover the cost of the exercise price and the taxes in connection with the exercise.
Equity Compensation Plan Practices
In general, we issue long-term equity incentives to our named executive officers at the following times: (i) upon initial employment with the Company; (ii) in the first quarter of each year, in connection with establishing their long-term incentive compensation component of their compensation; and (iii) in connection with a significant advancement or promotion or a significant change in compensation arrangements.

We only issue stock options when the trading window is open for Section 16 reporters. This way, the stock price at the time of the grant can be reasonably expected to fairly represent the market’s view of our results and prospects. We have never re-priced or back-dated options granted under any of Umpqua’s equity compensation plans. See tables titled Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year-End.

As noted above, we have adopted stock ownership guidelines and a “hold to retirement” policy that severely restrict the ability of our named executive officers to turn equity grants into cash. However, these restrictions are not reflected in the FASB ASC 718 values attached to those grants.

Severance and Change in Control
The occurrence or potential occurrence of a change in control transaction can create uncertainty regarding the continued employment of our executive officers. These transactions often result in significant organizational changes, particularly at the senior executive level. We believe that change in control benefits eliminate or at least reduce any reluctance of executive officers to actively pursue potential change in control transactions that may be in the best interest of shareholders, and also are competitive in the industry. Accordingly, we provide such protection for all of our named executive officers under their respective employment agreements. Our CEO recommends to the Compensation Committee the level of benefit to be provided to an executive, and the Committee considers that recommendation and makes a final decision. We consider these severance protections to be an important part of an executive’s compensation and consistent with similar benefits offered by our competition.


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All of our change in control provisions are “double trigger,” such that the benefit is paid only if there is both a change in control transaction and a qualifying termination of employment. In order to encourage certain executive officers to remain employed following a change in control, if the executive continues to work for the acquiring company for more than 12 months after the change in control transaction, the executive receives a reduced retention benefit in lieu of a change in control benefit. As a condition to receiving these severance benefits, the executive must agree not to compete with the Company, or its successor, and not to solicit customers or employees for a period following separation. See table titled Potential Payments Upon Termination or Change in Control.

2017 Executive Compensation Decisions
2017 Base Salary and Annual Incentive Targets Named Executive Officers
In 2016, the Compensation Committee independently engaged Willis Towers Watson to provide analysis of our peer group and an executive compensation competitive analysis, including peer group comparisons, of our executive officers. Except for executive compensation program review, recommendations and peer data analysis services, neither Willis Towers Watson nor any of its affiliates provided services to Umpqua or its affiliates during the past three years. After reviewing the existing peer group with Willis Towers Watson, and noting the continued significant overlap of the peer group with those used by ISS and Glass Lewis and that all of the institutions included in the KRX Index (the index used to compare company total shareholder return performance for equity awards), the Committee maintained the same peer group from the prior year, which includes banks and bank holding companies with assets ranging from $13.8 to $44.3 billion:
Company Name
Ticker
 
Company Name
Ticker
Associated Banc-Corp
ASBC
 
Prosperity Bancshares, Inc.
PRSP
Bank of Hawaii Corporation
BOH
 
Signature Bank
SBNY
BOK Financial Corporation
BOKF
 
Synovus Financial Corp.
SNV
Commerce Bancshares, Inc.
CBSH
 
TCF Financial Corporation
TCB
Cullen/Frost Bankers, Inc.
CFR
 
Trustmark Corporation
TRMK
East West Bancorp, Inc.
EWBC
 
UMB Financial Corporation
UMBF
First Horizon National Corporation
FHN
 
Valley National Bancorp
VLY
Fulton Financial Corporation
FULT
 
Webster Financial Corporation
WBS
Hancock Holding Company
HBHC
 
Wintrust Financial Corporation
WTFC
Popular, Inc.
BPOP
 
 
 

In setting 2017 base salaries and incentive targets, the Compensation Committee and management referred to and considered the data and recommendations contained in an executive compensation analysis provided by Willis Towers Watson using the above peer group. Management prepared a pro forma summary compensation table, which was used by the Committee as comparative tally sheets for review of named executive officer compensation.

In December 2016 and January 2017, Mr. Davis met with the Compensation Committee to review recommendations for the other named executive officers, based on performance evaluations and the Willis Towers Watson compensation data. The Committee approved the base salaries and incentive targets in the table below for the named executive officers.

 
 
2017 Base Salary  
 
%
increase over salary prior
year-end
 
Target Incentive
 
%
increase over prior year
 
Target Incentive as a % of Base Salary   
 
Target Cash Compensation (Base plus Incentive)  
Davis
 

$950,000

 
0
%
 

$950,000

 
0
%
 
100
%
 

$1,900,000

O'Haver
 

$750,000

 
32.7
%
 

$750,000

 
56.2
%
 
100
%
 

$1,500,000

Farnsworth
 

$450,000

 
5.9
%
 

$360,000

 
5.9
%
 
80
%
 

$810,000

Delorier*
 

$485,000

 
N/A

 

$388,000

 
N/A

 
80
%
 

$873,000

Nixon
 

$460,000

 
0
%
 

$368,000

 
6.7
%
 
80
%
 

$828,000

    
*Ms. Delorier joined Umpqua in April 2017.

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With his promotion to CEO, the Committee increased Mr. O’Haver’s target incentive to 100% of salary. As Mr. Nixon expanded the scope of his responsibilities, Mr. O’Haver recommended, and the Committee approved, an increase in Mr. Nixon’s target incentive from 75% to 80%, commensurate with other named executive officers.
2017 Incentive Compensation Earned by the Named Executive Officers
The Compensation Committee considered a variety of possible performance areas and determined that the following performance categories would focus the named executive officers on objectives that would benefit the Company and its shareholders:
corporate financial targets-measured by operating earnings per share;
regulatory compliance;
business unit budgeted profitability or expense;
corporate initiative related to expense control; and
Pivotus business unit goals for Mr. Davis (50% of target incentive) and Mr. O’Haver (10% of target incentive)
For Mr. Davis, the Committee considered his primary focus for the year to be on Pivotus Ventures, Inc. and created objective, measurable goals for leadership of that business unit. The Committee utilized the corporate OEPS and regulatory components for the other half of Mr. Davis’s target incentive.

The Compensation Committee avoids subjective elements for annual incentive plans for named executive officers to eliminate any perception that it could exercise positive discretion with respect to any named executive officer’s annual incentive plan. The CEO reports individual executive performance, which includes subjective assessments, to the Compensation Committee. The Compensation Committee also retains the discretion to apply “negative discretion” to reduce awards.

OEPS targets are set by the board based upon the Finance and Capital Committee’s budget recommendation. The Compensation Committee Chair served as Vice Chair of the Finance and Capital Committee and all members of the Compensation Committee participate in the board budget approval. The Company does not offer guidance on our OEPS, earnings per share or growth rate targets, and we regard these internal targets as confidential. However, we provide the Company-wide OEPS target on a historical basis. The OEPS target for 100% payout of the financial component is intended to be challenging but achievable, tied to completion of strategic initiatives and requiring year-over-year growth or increases in value. The potential payout ranges for 2017 ranged from 0% to 150% of base salary.

Historically, our OEPS targets have not been easy to achieve. The following table compares actual results against target OEPS and shows the percentage payment of the corporate financial target incentive for the years 2012-2016:


Year
 
OEPS for 75% Payout*     
 
OEPS for 100% Payout      
 
OEPS
 (fully diluted)  
 
% Payout of OEPS Component 
2012
 
$0.66-$0.76
 
$0.77-$0.86
 
$0.93
 
125%
2013
 
$0.85-$0.95
 
$0.96-$1.06
 
$0.94
 
80%
2014
 
$0.92-$1.019
 
$1.02-$1.119
 
$1.08
 
100%
2015
 
$1.10-$1.199
 
$1.20-$1.299
 
$1.15
 
75%
2016
 
$1.02-$1.119
 
$1.12-$1.219
 
$1.19
 
100%
2017
 
$1.10-$1.179
 
$1.18-$1.259
 
$1.26
 
100%**
*80% prior to 2015
**OEPS resulted in potential payout of 125%, but management recommended a 100% cap.
 
 
 
 

The achievement of compliance and regulatory goals, as measured by ratings achieved in regulatory examinations and internal audit and compliance reviews are objective standards, as are the budgeted income and expense goals for the business units that are within the jurisdiction of the other named executive officers. These objective standards are consistent with the 2013 Plan and comprise 100% of the target incentive for named executive officers.

44


In January 2018, the Compensation Committee reviewed 2017 OEPS, regulatory, budget-to-actual and corporate expense initiative results against the incentive plans for each of the named executive officers. The Committee determined that the Company’s OEPS for 2017 exceeded the target range, but agreed with management’s recommendation to cap at target, or 100%, payout for the OEPS component. The Committee also determined that the named executive officers earned a 100% payout of the regulatory/compliance component and an 98-102% payout of the business unit financial goal, and that Ms. Delorier and Mr. Nixon did not achieve the corporate initiative. The Committee determined not to exercise its negative discretion with respect to any named executive officer. The Committee also reviewed Mr. Davis’s and Mr. O’Haver’s performance to Pivotus metrics.

The 2017 incentive compensation awarded to each named executive officer, itemized by category (with the percentage indicating percent of target for the specific metric), is as follows:



Name
OEPS



%
Regulatory



%
Financial*



%
Pivotus



%
Corp Initiative



%
Total
Paid  
Target 
Total as a % of
Target
O’Haver

$525,000

70

$150,000

20
N/A

-

$75,000

10
N/A
-

$750,000


$750,000

100
%
Davis

$380,000

40

$95,000

10
N/A

-

$237,500

50
N/A
-

$712,500


$950,000

75
%
Farnsworth

$252,000

70

$54,000

15

$55,080

15
N/A

-
N/A
-

$361,080


$360,000

100.3
%
Delorier

$232,800

60

$38,800

10

$76,048

20
N/A

-
-
10

$347,648


$388,000

89.6
%
Nixon

$220,800

60

$36,800

10

$72,128

20
N/A

-
-
10

$329,728


$368,000

89.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
Business unit profitability goal measured against budget for the year.

The Compensation Committee also reviewed the objective components of the annual performance reviews of the other named executive officers. In determining whether to exercise negative discretion with respect to any of those officers, Mr. O’Haver presented his evaluation of the performance of each of the other named executive officers and recommended the 2017 annual cash incentives to be paid to each executive officer. The Committee places significant weight on the CEO’s incentive award recommendations, but the Committee independently reviewed and approved those recommendations.

2017 Long Term Incentive Compensation
In January 2017, the Compensation Committee approved an award of 86,000 performance-based RSAs to Mr. O’Haver. After reviewing competitive data for the CEO position and Mr. O’Haver’s expanded responsibilities as CEO, the Committee determined that the aggregate equity awards to the CEO should be valued at not less than his base salary and target.

To provide a mix of performance awards for shareholder alignment and time vested awards for retention purposes, Mr. Farnsworth received awards allocated 70% to performance-based vesting and 30% to time vesting, and Ms. Delorier and Mr. Nixon received awards allocated 60% to performance-based vesting and 40% to time vesting. These grants are described in the Grants of Plan-Based Awards table. The Committee approved the CEO’s recommendations with respect to the equity awards.

All of the performance-vested shares condition vesting on the Company’s TSR performance compared to the KRX total return index (50%) and the Company’s ROATCE performance compared to the Compensation Committee selected peer group (50%). The performance vesting conditions are the same for all named executive officers. See Long Term Incentive Compensation, above. The Committee also confirmed the satisfaction of vesting conditions of TSR-based awards originally granted in 2014.

Internal Pay Equity
In January 2017, the Compensation Committee considered internal pay equity when it reviewed the total compensation paid to the CEO, as compared to the other named executive officers and the CEO’s other direct reports. Based on its review, the Committee was satisfied that the comparative relationship between the compensation of the CEO and Umpqua’s other named executives is appropriate.


45


Section 4 – Other Compensation Information

Role of Tax and Regulatory Requirements
Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers. Prior to the passage of the Tax Cuts and Jobs Act in December 2017, compensation that qualified as performance-based, as defined in the Code, was not subject to the deductibility limits. The 2017 annual cash incentive opportunities and performance-based equity awards to our executive officers were designed in a manner intended to be exempt from the deduction limitation of Section 162(m) because they are paid based on the achievement of pre-determined performance goals established by the Compensation Committee pursuant to our shareholder-approved incentive plan. With the repeal of the Section 162(m)’s performance-based compensation rule with the Tax Cuts and Jobs Act, effective for taxable years beginning after December 31, 2017, compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.

The employment agreements with our named executive officers provide that if the severance and change in control benefits payable to the executive would constitute an “excess parachute payment” as defined in Section 280G of the Code, such benefit payments shall be reduced to the largest amount that will result in no portion of benefit payments being subject to the excise tax imposed by Section 4999 of the Code.

Those agreements also provide that if any benefit thereunder is subject to Section 409A of the Code and the executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, commencement of payment of the benefit shall be delayed for six months following the executive’s termination of employment.

The agreements with our named executive officers also provide that Umpqua shall not pay any benefit to the extent that such payment would be prohibited by the provisions of Part 359 of the regulations of the Federal Deposit Insurance Corporation (the “FDIC”), as the same may be amended from time to time.

Review of Risk Associated with Compensation Plans
The Company develops and implements compensation plans that provide strategic direction to the participant and engages them in the Company's success, which contributes to shareholder value. We believe our approach to goal setting, establishing targets with payouts at multiple levels of performance, evaluation of performance results and negative discretion in the payout of incentives help to mitigate excessive risk-taking that could harm company value or reward poor judgment by our executives.

Compensation policies and practices are determined by reviewing compensation analyses including industry/market benchmarking reports to determine competitive pay packages. The Company's variable pay programs are designed to reward outstanding individual and team performance while mitigating risk taking behavior that might affect financial results.

Performance incentive rewards for all plans continue to be focused on results that possibly impact earnings, profitability, credit quality, reasonable loan growth, deposit growth, sound investment advice, superior customer service, sound operations and compliance, sustainable culture, and leadership excellence.

Incentive plans, which are reviewed and revised on an annual basis, have defined terms and conditions which enable the Company to adjust the final scoring and payment of the plan, including adjustments that may only become apparent upon an after the fact review. In addition, some incentive plans may have specific and defined holdbacks and modifiers enabling adjustments at the time of payout.


46


Generally, there is more oversight of plans that have a higher degree of risk, larger payouts, and those plans that could have the greatest negative impact on the Company's safety and soundness, such as plans for Commercial, Retail, Mortgage and Umpqua Investments. The more risk associated with the incentive plan the more review and approval hurdles must be crossed before payment is made.

In January 2017, the Compensation Committee met with executive officers of the Company to review the incentive compensation plans and concluded that, based on the controls described above and elsewhere in this proxy statement, those plans do not present risks that are reasonably likely to have a material adverse effect on the Company.

When evaluating risk, the Compensation Committee noted that OEPS, which are based directly on audited numbers, are the primary financial component of annual incentive compensation. In this environment, credit costs and the net interest margin are the primary drivers of OEPS. The Committee and the board, as a whole, receive regular reports about OEPS and the steps taken by management to address credit costs, deposit prices and loan yields. The degree of oversight devoted to OEPS is a strong risk control.

In addition, the Company has adopted compensation practices, as discussed in this proxy statement, that discourage excessive or unnecessary risk-taking, such as:
prohibiting the re-pricing of stock options;
requiring executives to acquire and hold substantial ownership positions in company stock;
implementing “clawback” provisions in incentive plans; and
adopting a “hold to retirement” policy with respect to 75% of the net gains from equity awards.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K.

Based on the foregoing review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s annual report on Form 10-K for the year ended December 31, 2017.

Submitted by the Compensation Committee:
Luis F. Machuca (Chair)
Maria M. Pope
John F. Schultz (Vice Chair)
Bryan L. Timm


47


COMPENSATION TABLES

Summary Compensation Table

The following table summarizes the total compensation awarded to, paid to or earned by the named executive officers for the fiscal year ended December 31, 2017.

Name and Principal Position
Year
Salary
Bonus
Stock Awards
Option Awards
Non-Equity Incentive Plan Compensation
Change in Pension Value and Nonqualified Deferred Compensation Earnings
All Other Compensation
Total
(a)
(b)
(c)
(d)(1)
(e)(2)
(f)
(g)(3)
(h)(4)
(i)(5)
(j)
O'Haver, Cort
President and Chief Executive Officer
2017

$750,000

-


$1,561,760

-

$750,000

-


$132,087


$3,193,847

2016

$565,000

-


$570,480

-

$408,213

-


$42,954


$1,586,647

2015

$565,000

-


$536,410

-

$372,000

-


$33,912


$1,507,322

Davis, Ray
Executive Chair
2017

$950,000

-

-

-

$712,500


$679,624


$167,414


$2,509,538

2016

$950,000

-


$1,422,000

-

$760,000

-


$61,343


$3,193,343

2015

$950,000

-


$1,502,000

-

$760,000

-


$64,372


$3,276,372

Farnsworth, Ron
EVP/Chief Financial Officer
 
2017

$450,000

-


$728,200

-

$361,080

-


$79,575


$1,618,855

2016

$425,000

-


$499,170

-

$287,980

-


$26,065


$1,238,214

2015

$425,000

-


$459,780

-

$300,850

-


$24,823


$1,210,453

Delorier, Rilla
EVP/Chief Strategy Officer
2017

$352,869


$250,000


$470,965

-

$347,648

-


$154,978


$1,576,460

 
 
 
 
 
 
 
 



Nixon, Tory
EVP/Commercial & Wealth
2017

$460,000

-


$455,500

-

$329,728

-


$47,668


$1,292,896

2016

$422,500


$60,000

-

-

$324,990

-


$247,978


$1,055,468

 
 
 
 
 
 
 
 
 
 
(1)
Signing bonus paid to Ms. Delorier (2017) and Mr. Nixon (2016) in connection with initial hire.
(2)
Fair value of stock awards issued during the year(s) shown; no option awards were issued during those years. The assumptions made in calculating these values are disclosed in Note 20 to our Consolidated Financial Statements in our 2017 annual report on Form 10-K. The maximum value of the stock awards, if satisfaction of performance conditions exceed target is: O'Haver $2,342,640; Farnsworth $982,440; Delorier $611,793; and Nixon $591,700.
(3)
Earned and awarded under the Company’s annual incentive plans in the year(s) noted, but paid in February of the following year.
(4)
At year-end 2017, the Company completed its annual review of the retirement benefit payable to Mr. Davis under his Supplemental Executive Retirement Plan.  Based on the determined separation date and an update of benefit assumptions used to determine the present value of the liability, the liability was increased $679,624 to $9,414,463 at December 31, 2017.
(5)
The table below itemizes the amounts shown in column (i), All Other Compensation, for 2017.

All Other Compensation
Name
Annual Paid Parking
Annual Dues and Club Memberships
Relocation Assistance (1)

Tax Gross Up of Relocation Assistance
Supplemental Retirement
Plan (2)
Match Contribution to 401(k)

Vacation accrual balance (3)
O’Haver, C.

$3,060


$4,104

-

-

$30,285


$8,100


$86,538

Davis, R.

$3,060


$3,762

-

-

$47,554


$8,100


$104,938

Farnsworth, R.

$3,060

-

-

-

$16,492


$8,100


$51,923

Delorier, R.

$2,132

-


$130,934

-

$10,188


$4,985


$6,739

Nixon, T.

$3,060

-

-

-

$16,383


$8,100


$20,125

(1)
As part of the arrangements negotiated to induce Ms. Delorier to accept an employment offer and reflecting the specific circumstances of her hiring, including moving her family from Atlanta, Georgia, to Portland, Oregon, she received executive relocation assistance, including travel $2,819, shipping $53,963, temporary housing expense $45,000 and reimbursements of closing costs related to the sale of her residence $29,153.
(2)
Amount contributed by Company in 2018 to the executive’s account under the Supplemental Retirement Plan based on 2017 eligible compensation.
(3)
Effective January 1, 2018, the Company revised its vacation policy for all employees. At December 31, 2017, employees received a lump sum payment of the value of their accrued vacation time at year-end 2017.


48


Compensation Agreements
Employment Agreement with Mr. O’Haver

On February 3, 2017, the Company and Mr. O’Haver entered into an amendment to his employment agreement to reflect his promotion to President and Chief Executive Officer effective January 1, 2017. Mr. O’Haver’s employment agreement expires December 31, 2021. His agreement provides for a severance benefit equal to two times base salary at the time of termination and two times the annual cash incentive compensation paid for the year prior to termination and a change in control severance benefit to 2.5 times base salary at the time of termination and 250% of the annual cash incentive compensation paid for the year prior to termination, each payable in the event of termination “without cause” by the Company or for “good reason” by Mr. O’Haver.

Employment Agreements with other Named Executive Officers

The table below sets forth the material provisions of our active named executive officer employment agreements:


Name
Expiration
Date (1)
Severance
Benefit (2)
Change in
Control (3)
CIC Retention Benefit (4)
Farnsworth, Ron
12/31/2018
42 weeks’ salary
24 mo. salary + 200% of prior year incentive
12 mo. salary + 100% of prior year incentive
Delorier, Rilla
12/31/2018
12 mo. salary
24 mo. salary + 200% of prior year incentive
N/A
Nixon, Tory
12/31/2020
9 mo. salary
24 mo. salary + 200% of prior year incentive
N/A
(1)
The agreements provide for at-will employment and are terminable by the Company or the executive at any time, with or without cause.
(2)
Calculated as the greater of: (i) the number of months of current base salary at the time of termination; or (ii) two weeks for every year of employment. The severance benefit is payable if the executive is terminated “without cause” or if the executive leaves for “good reason,” as defined in the agreement.
(3)
Calculated as the number of months of current base salary at the time of termination plus a multiple of the executive’s incentive paid for the prior year, payable monthly over a period equal to the number of months of base salary paid. This change in control benefit is payable only if the executive’s employment is terminated within 12 months after the change in control transaction and it is paid in lieu of a severance benefit.
(4)
Calculated as the number of months of current base salary at the time of termination plus a multiple of the executive’s incentive paid for the prior year, payable monthly over a period equal to the number of months of base salary paid. This benefit is payable 12 months following a change in control if the executive remains employed for at least 12 months after the change in control transaction and it is paid in lieu of a severance or change in control benefit.

Our agreement with Mr. Davis, amended effective February 3, 2017, provided for his employment as Executive Chair for 2017. If Mr. Davis had been terminated in 2017 without cause, or he terminated for good reason, his agreement provided for a severance benefit equal to one years’ base salary and, if in connection with a change in control, a severance benefit equal to two years’ base salary and two times his target annual incentive plus the value of his annual health benefits.

Miscellaneous Provisions in Executive Employment Agreements
Each of our current Employment Agreements with named executive officers includes the following provisions:
An adjustment that prohibits any benefit payment to the executive to the extent it would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code.
A prohibition on competing with the Company during the time that the executive is receiving payment of a severance, change in control or retention incentive benefit.
Receipt of the change in control benefit is subject to a “double trigger” such that there must be a qualifying termination of employment in addition to a change in control event.

49


A prohibition on solicitation of the Company’s customers or employees for two years following the executive’s departure.
A requirement that the executive sign a release of claims against the Company as a condition to receiving a severance or change in control benefit.

Deferred Compensation and Retirement Plans
The Company has a non-qualified Supplemental Retirement and Deferred Compensation Plan. The deferred compensation component of the plan is made available to officers selected by the Compensation Committee based on their position and compensation level. All executive officers are eligible to participate. Participants may defer a portion of their salary (up to 50%) into a plan account and invest it in various mutual funds that are similar to those available under the 401(k) plan. The Company has no plans to make discretionary contributions to the deferred compensation accounts.

The supplemental retirement component of the plan is provided for senior officers, primarily the CEO and executives who report to the CEO, who are selected by the Compensation Committee. Under the plan the Company may make discretionary contributions to the plan. The plan is designed to be administered under Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In 2017, each of the named executive officers were eligible to participate in this plan, and contributions made by the Company to their accounts are reported in the All Other Compensation table above and equaled 3% of eligible compensation (determined in the same manner as the 401(k) plan). Participants may invest contributions in various mutual funds that are similar to those available under the 401(k) plan.

The Company has been party to a Supplemental Executive Retirement Plan with Mr. Davis since July 2003. In 2007 Mr. Davis and the Company agreed to an amendment to the plan to provide for a fixed schedule of retirement benefits to be paid upon retirement. As restated, the plan benefit is fixed at $850,000 per year, with deductions calculated at retirement for projected social security benefits and the value of Company contributions to the 401(k) plan and Supplement Retirement and Deferred Compensation Plan.

401(k) and Profit Sharing Plan
Umpqua sponsors and administers a 401(k) salary deferral and profit sharing plan covering substantially all employees of the Company and its subsidiaries. The qualified plan is subject to ERISA. Participants may elect to contribute 100% of eligible compensation to the plan each year, subject to applicable IRC limits on annual employee deferrals. In 2017, the Company made a matching contribution of 50% of each participant’s salary deferral, up to 6% of eligible compensation. Our named executive officers are eligible to participate in the plan under the same terms and conditions as other employees.

2013 Incentive Plan
The 2013 Plan, which was approved by shareholders at the 2013 annual meeting, supports the Company’s long term business objectives in a manner consistent with our executive compensation philosophy. In 2016, shareholders approved an amendment to the 2013 Plan to add eight million shares (equivalent to four million restricted stock or performance share awards). The Company’s board of directors believes that allowing the Company to offer stock-based compensation under the 2013 Plan:

aligns the interests of employees and other award recipients with the interests of the Company’s shareholders; and
attracts, motivates and retains experienced and highly qualified individuals who will contribute to the success of the Company.

The 2013 Plan provides the Compensation Committee with flexibility regarding the types of awards granted to executives and was designed to qualify equity awards and annual cash incentive awards as qualified performance-based compensation under Section 162(m) of the Code, which was deductible to the Company for income tax purposes. The Company may, however, elect to provide non-deductible compensation to its executive officers under the 2013 Plan.


50


The independent Compensation Committee selects all executive-level participants and determines participation levels and the terms and conditions of all awards made under the 2013 Plan subject to plan requirements including minimum vesting periods and shareholder approved performance metrics. The 2013 Plan authorizes the issuance of twelve million shares of the Company’s common stock (equivalent to six million restricted stock or performance share awards). A maximum of 400,000 shares may be granted under the 2013 Plan to an individual pursuant to stock options and stock appreciation rights during any one-year period. For any other award, a maximum of 200,000 shares may be granted under the 2013 Plan to an individual during any one-year period.

Grants of Plan-Based Awards

This table shows the plan-based awards granted to each named executive officer in the fiscal year ended December 31, 2017. The actual payouts under the annual incentive plans are shown in column (g) of the Summary Compensation Table.








Name






Grant Date

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock or Units
(#)



Grant Date Fair Value of Stock Awards
($)

Threshold
($)


Target
($)


Maximum
($)

Threshold
(#)


Target (#)

Maximum
(#)
(a)
(b)
(c)
(d)
(e)
(f)
(g)(1)
(h)
(i)(2)
(l)(3)
O’Haver
1/1/17
0
750,000
1,050,000
 
 
 
 
 
PSA
1/31/17
 
 
 
0
86,000
129,000
 
1,561,760
Davis
1/1/17
0
950,000
1,230,250
 
 
 
 
 
Farnsworth
1/1/17
0
360,000
510,300
 
 
 
 
 
PSA
1/31/17
 
 
 
 
28,000
42,000
 
508,480
RSA
1/31/17
 
 
 
 
 
 
12,000
219,720
Delorier
1/1/17
0
388,000
537,380
 
 
 
 
 
PSA
4/19/17
 
 
 
0
16,500
24,750
 
281,655
RSA
4/19/17
 
 
 
 
 
 
11,000
189,310
Nixon
1/1/17
0
368,000
509,680
 
 
 
 
 
PSA
1/31/17
 
 
 
0
15,000
22,500
 
272,400
RSA
1/31/17
 
 
 
 
 
 
10,000
183,100
 
 
 
 
 
 
 
 
 
 
(1)
The shares underlying performance share awards (PSA) reported in columns (f) - (h) were issued under the 2013 Plan and vest three years following the award date to the extent that the Company’s total shareholder return achieves specified targets as compared to the KRX total return index (for 50% of the shares) and that the Company’s return on average tangible common equity achieves specified targets compared to a Compensation Committee selected group of peers (for 50% of the shares). See Long Term Incentive Compensation.
(2)
The shares underlying restricted stock awards (RSA) reported in column (i) were issued under the 2013 Plan and vest 33.33% per year over three years, beginning one year following the award date.
(3)
Column (l) shows the aggregate grant date fair value associated with PSAs and RSAs, as determined in accordance with FASB ASC 718, Stock Compensation. The assumptions used to calculate fair value are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K.



51


Outstanding Equity Awards at Fiscal Year-End

This table shows information concerning unexercised stock options and unvested restricted stock awards held by each named executive officer as of December 31, 2017. All awards were made under the 2013 Plan.

 
Option Awards
Stock Awards
 
Name
Number of
Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
 
(a)(1)
(b)
(c)
(e)
(f)
(g)(2)
(h)(3)
(i)(4)
(j)(5)
 
O’Haver, C.
 
 
 
 
 
 
 
 
 
2/2/15
 
 
 
 
3,500

$72,800

 
 
 
2/2/15
 
 
 
 
 
 
24,500


$509,600

 
2/1/16
 
 
 
 
8,000

$166,400

 
 
 
2/1/16
 
 
 
 
 
 
28,000


$582,400

 
1/31/17
 
 
 
 
 
 
86,000


$1,788,800

 
Davis, R.
 
 
 
 
 
 
 
 
 
2/2/15
 
 
 
 
 
 
100,000


$2,080,000

 
2/1/16
 
 
 
 
 
 
100,000


$2,080,000

 
Farnsworth, R.
 
 
 
 
 
 
 
 
 
2/2/15
 
 
 
 
3,000

$62,400

 
 
 
2/2/15
 
 
 
 
 
 
21,000


$436,800

 
2/1/16
 
 
 
 
7,000

$145,600

 
 
 
2/1/16
 
 
 
 
 
 
24,500


$509,600

 
1/31/17
 
 
 
 
12,000

$249,600

 
 
 
1/31/17
 
 
 
 
 
 

$28,000


$582,400

 
Delorier, R.
 
 
 
 
 
 
 
 
 
4/19/17
 
 
 
 
11,000

$228,800

 
 
 
4/19/17
 
 
 
 
 
 
16,500


$343,200

 
Nixon, T.
 
 
 
 
 
 
 
 
 
11/23/15
 
 
 
 
8,333

$173,326

 
 
 
1/31/17
 
 
 
 
10,000

$208,000

 
 
 
1/31/17
 
 
 
 
 
 
15,000


$312,000

 
(1)
The grant date of each award is noted below the name of each named executive officer.
(2)
Number of shares of restricted stock that have not vested as of December 31, 2017. RSA grants to O’Haver, Farnsworth, Delorier and Nixon vest 33.3% per year over a three-year period, beginning one year following the date of grant.
(3)
Aggregate market value of restricted stock awards that have not vested as of December 31, 2017, using the closing price of Umpqua stock of $20.80 on December 29, 2017, the last trading day of the year.
(4)
Shares issuable upon vesting of RSAs or PSAs (assuming target vesting of 100%).
(5)
Aggregate market value of performance share awards that have not vested as of December 31, 2017, using the closing price of Umpqua stock of $20.80 on December 29, 2017, the last trading day of the year (assuming target vesting of 100%).

52


“In the Money” Options at Fiscal Year-End
There were no stock options outstanding as of December 31, 2017, for the named executive officers.

Option Exercises and Stock Vested

This table shows each stock option that was exercised by a named executive officer and the number of restricted shares that vested during the fiscal year ended December 31, 2017. In each case the option exercise price payable by the optionee and related taxes to be withheld were all received by the Company.

 
Option Awards
Stock Awards



Name
Number of Shares
Acquired
on Exercise
(#)

Value Realized
on Exercise
Number of Shares
Acquired
on Vesting
(#)


Value Realized
on Vesting
(a)
(b)
(c)
(d)
(e)
O’Haver, Cort
-
-

22,154

$402,069

Davis, Raymond
15,000

$80,100

21,263

$387,199

Farnsworth, Ronald
-
-

19,061

$345,936

Delorier, Rilla
-
-

-
-

Nixon, Tory
-
-

8,333

$172,493


Pension Benefits

This table shows the current outstanding obligations of the Company under the Davis SERP, which is a non-qualified defined benefit plan and is the only retirement plan sponsored by the Company that is required to be reported in this table.





Name




Plan Name

Number of Years Credited Service
(#)
Present
Value of Accumulated Benefit
($)
Payments During Last Fiscal Year
($)
(a)
(b)
(c)(1)
(d)(2)
(e)
Davis, Raymond P.
Supplemental Executive Retirement Plan
N/A

$9,414,463

-

(1)
Mr. Davis previously reached normal retirement age and years of credited service are not relevant to computing his benefits under the plan.
(2)
The present value of the accumulated benefit under the plan, computed as of December 31, 2017, which is the measurement date used for financial statement reporting purposes with respect to Umpqua’s audited financial statements for the fiscal year ended December 31, 2017. The benefits payable under the plan are reduced by the amounts provided by Social Security and other retirement benefits paid by Umpqua, and these estimated amounts are reflected in the present value shown in column (d). The present value is calculated using a discount rate of 3.24% and Internal Revenue Service mortality tables for life expectancy.

Mr. Davis, or his beneficiary upon his death, would be entitled to receive an annual benefit of $850,000 (less the deductions for Social Security and other retirement benefits paid by the Company) if his employment terminated for any of the following reasons: Retirement, Disability, Change in Control or Death. “Disability” and “Change in Control” are defined in the SERP and are consistent with the definitions of the same terms found in his Employment Agreement. Mr. Davis reached “Retirement Age” under the SERP on June 3, 2011. In 2014, Mr. Davis turned 65 and the SERP provides that his annual benefit is fixed at $850,000 per year. Payment of the annual benefit continues until (i) 36 months prior to his predicted life expectancy, measured at termination of employment, if he dies prior to that date or (ii) 36 months after his predicted life expectancy, if he survives to that date.

53



Nonqualified Deferred Compensation




Name



Plan

Executive Contributions in 2017

Registrant Contributions in 2017

Aggregate earnings in 2017

Aggregate balance at 12/31/17
(a)
 
(b)(1)
(c)(2)
(d)(3)
(e)
O’Haver, Cort
Supplemental Retirement and
-

$21,789


$16,465


$124,294

 
Deferred Compensation Plan
 
 
 
 
Davis, Raymond
Supplemental Retirement and
-

$46,733


$103,103


$805,766

 
Deferred Compensation Plan
 
 
 
 
Farnsworth, Ronald
Supplemental Retirement and
-

$15,235


$2,406


$76,822

 
Deferred Compensation Plan
 
 
 
 
Delorier, Rilla
Supplemental Retirement and
-
-

-

-

 
Deferred Compensation Plan
 
 
 
 
Nixon, Tory
Supplemental Retirement and
-
-

-

-

 
Deferred Compensation Plan
 
 
 
 

(1)
Amounts represented discretionary deferrals from salary or annual incentive compensation. All amounts deferred are included in the Salary or Non-Equity Incentive Plan Compensation disclosures in the Summary Compensation Table.
(2)
All amounts are included in the All Other Compensation disclosures in the Summary Compensation Table for 2016.
(3)
Amounts reflect change in market value including dividends paid and interest earned, but excluding fees paid by participants.

The Company adopted the non-qualified Supplemental Retirement and Deferred Compensation Plan in 2008. The deferred compensation component of the plan is available to eligible officers selected by the Compensation Committee each year, and all named executive officers are eligible to participate. Participants may elect to defer a portion of their salary (up to 50%) or annual cash incentive payment into a plan account and invest it in various mutual funds that are similar to those available under the 401(k) plan. The Company has not made, and has no plans to make, discretionary contributions to deferred compensation accounts. The supplement retirement component of the plan is for executive officers who are selected by the Compensation Committee to participate. Each year the Compensation Committee determines whether to recommend to the Board that the Company make a discretionary contribution to the supplemental retirement plan. The plan is designed to be administered under Sections 201(2) and 301(a)(3) of ERISA. In 2017, each of the named executive officers were eligible to participate in this plan, and contributions made by the Company in 2018 for service in 2017 to their accounts are reported in All Other Compensation in the Summary Compensation Table and equaled 3% of eligible compensation. Participants may invest contributions in various mutual funds that are similar to those available under the 401(k) plan. The Company does not guarantee earnings or pay interest on elective deferrals or Company discretionary contributions.


54


Potential Payments Upon Termination or Change in Control

The following table shows the cash and equity benefits payable to the named executive officers upon termination of employment for various reasons, including a change in control of the Company. See the summary of the executive’s employment agreement following the Summary Compensation Table for a description of how the severance and change in control benefits are calculated. For purposes of this table, it is assumed that the termination of employment occurred on December 31, 2017.




Name/Triggering Event


Cash payments
 
Annual SERP payments (1)

Equity awards
(2)
O’Haver, Cort
 
 
 
 
Death/disability
-

 
-


$1,482,784

Involuntary termination (4, 5)

$2,316,426

 
-

-

Voluntary resignation/retirement
-

 
-

-

Qualifying termination following change in control (5, 6)

$1,039,598