SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No.    )

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COLUMBIA BANKING SYSTEM, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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  Columbia Banking System, Inc. 1301 “A” Street  Tacoma, Washington 98402

April 12, 2021

Dear Shareholder:

In light of continued restrictions on in-person gatherings related to the coronavirus and after careful consideration, the Board of Directors of Columbia Banking System, Inc. has determined to hold a virtual annual meeting. The meeting will be conducted exclusively via live webcast at www.virtualshareholdermeeting.com/COLB2021 at 10:00 a.m. on Wednesday, May 26, 2021. You will not be able to attend the annual meeting physically.

The virtual annual meeting is intended to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe this is the right choice for Columbia at this time, as it enables engagement with our shareholders, regardless of size, resources, or physical location, while safeguarding the health of our shareholders, Board members and management. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/COLB2021. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call (844) 976-0738 (U.S.) or (303) 562-9301 (International)for assistance.

At the meeting, you and the other shareholders will be asked to consider and vote on proposals with respect to (i) the election of 13 nominees for director to serve on our Board of Directors, including two new directors who were appointed in January 2021; (ii) the approval, on an advisory basis (non-binding), of the compensation of our named executive officers; and (iii) the approval, on an advisory basis (non-binding), of the appointment of our independent registered public accounting firm for the 2021 fiscal year.

You also will have the opportunity to hear Columbia’s management discuss the developments in our business and industry in the past year and to ask questions. You will find additional information concerning Columbia and its operations, including its audited financial statements, in the Annual Report for the year ended December 31, 2020, which is available on our website at www.columbiabank.com.

We hope that you can join us online on May 26th. Whether or not you plan to attend the virtual meeting, please take the time to vote online, by telephone or by completing and mailing the proxy card (if you received one) as soon as possible. Your opinion and your vote are important to us. Voting by proxy will not prevent you from voting online if you attend the meeting, but it will ensure that your vote is counted if you are unable to attend.

Craig D. Eerkes	Clint E. Stein
Chair, Board of Directors	President & Chief Executive Officer

COLUMBIA BANKING SYSTEM, INC. 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 26, 2021 

TIME 10:00 a.m. on Wednesday, May 26, 2021			VOTING
				By Internet To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/COLB2021 By Toll Free Number 1-800-690-6903 By Mail Follow the instructions on your proxy card
VIRTUAL MEETING www.virtualshareholdermeeting.com/COLB2021
HOW TO PARTICIPATE Visit www.virtualshareholdermeeting.com/COLB2021 and enter the control number found on your notice, proxy card or instruction form.
ITEMS OF BUSINESS The purposes of the meeting are as follows:
	Board Recommendation	Page Reference
(1) To elect the 13 nominees for director named in this proxy statement to serve on the Board of Directors until the 2022 Annual Meeting of Shareholders or until their successors have been elected and have qualified.	FOR	1
(2) To approve, on an advisory basis (non-binding), the compensation of the Company’s named executive officers.	FOR	44
(3) To approve, on an advisory basis (non-binding), the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.	FOR	50	VOTING BY PROXY Please vote online or by telephone or submit your proxy card (if you received one) as soon as possible so that your shares can be voted at the annual meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions in the proxy statement and on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a hard copy of the proxy materials, on the enclosed proxy card.
(4) To transact such other business as may properly come before the meeting or any adjournment thereof.	FOR
RECORD DATE You are entitled to vote at the annual meeting and at any adjournments or postponements of the meeting if you were a shareholder at the close of business on March 31, 2021.

Dated: April 12, 2021

By order of the Board of Directors

 

Kumi Y. Baruffi

Executive Vice President, General Counsel & Corporate Secretary

Tacoma, Washington

TABLE OF CONTENTS

	Page
INFORMATION ABOUT THE ANNUAL MEETING	1
INFORMATION ABOUT THE BOARD AND NOMINEES	2
PROPOSAL NO. 1 ELECTION OF DIRECTORS	3
CORPORATE GOVERNANCE	8
Governance Practices and Framework	8
Board Leadership and Director Independence	8
Board Refreshment	8
Director Qualifications	9
Environmental, Social and Governance Matters	9
Code of Ethics and Corporate Governance Documents	11
Compensation Committee Interlocks and Insider Participation	11
Communicating with the Board	11
BOARD STRUCTURE AND COMPENSATION	12
2020 Board Meetings	12
Board Committees	12
Board Risk Oversight	13
Director Compensation	14
EXECUTIVE COMPENSATION	17
Compensation Discussion & Analysis	17
Compensation Tables	29
Equity Compensation	32
Post-Employment and Termination Benefits	35
Other Compensation Plans	43
CEO Pay Ratio	43
PROPOSAL NO. 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION	44
Vote Required and Board Recommendation	44
MANAGEMENT	45
STOCK OWNERSHIP	46
Beneficial Ownership of Directors and Executive Officers	46
Beneficial Owners of More Than Five Percent	47

	Page
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	48
Fees Paid to Independent Registered Public Accounting Firm	48

Audit Committee Pre-Approval of Permissible Audit and Permissible Non-Audit Services of Independent Auditors	48
AUDIT COMMITTEE REPORT	48
PROPOSAL NO. 3 ADVISORY (NON-BINDING) VOTE ON APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	50
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	50
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K	51
Delivery of Documents to Shareholders Sharing and Address	51
QUESTIONS AND ANSWERS ABOUT VOTING AND THE MEETING	51
Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?	51
What is being voted on at the Annual Meeting?	51
Who is entitled to vote?	51
How do I vote?	51
Can I revoke my proxy and/or change my vote?	52
What are the Board’s recommendations?	52
Will my shares be voted if I do not vote by using the Internet, by telephone or by signing and returning my proxy card?	52
How many votes are needed to hold the Annual Meeting?	52
What vote is required to elect directors?	53
What vote is required to approve the advisory (non-binding) resolution on the compensation of Columbia’s executive officers?	53
What vote is required to approve the advisory (non-binding) proposal on the appointment of the independent registered public accountants?	53
Can I vote on other matters?	53
Who is soliciting my proxy and who is paying the cost of solicitation?	53
How can I find out the results of the voting at the annual meeting?	53
When are proposals and director nominations for the 2022 Annual Meeting due?	53
APPENDIX A – NON-GAAP FINANCIAL MEASURES	A-1

i

  Columbia Banking System, Inc. 1301 “A” Street  Tacoma, Washington 98402 (253) 305-1900 

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the 2021 Shareholder Meeting:

This proxy statement, the Notice of Internet Availability of Proxy Materials (the “Notice”) and our annual report to shareholders for the year ended December 31, 2020 (the “2020 Annual Report”) are available at www.columbiabank.com.*

The Columbia Board of Directors (the “Board”) is soliciting proxies for this year’s Annual Meeting of Shareholders (the “Annual Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully. In this proxy statement, the terms the “Company,” “Columbia,” “we,” “us” or “our” refer to Columbia Banking System, Inc., and the terms “the Bank,” or “Columbia Bank” refer to Columbia State Bank, our wholly owned subsidiary.

INFORMATION ABOUT THE ANNUAL MEETING

The meeting will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/COLB2021 at 10:00 a.m. on Wednesday, May 26, 2021.

The Board set March 31, 2021 as the record date for the meeting (the “Record Date”). Shareholders who owned Columbia common stock at the close of business on that date are entitled to vote at the Annual Meeting, with each share entitled to one vote for each matter to be voted on at the meeting. There were 71,739,143 shares of Columbia common stock outstanding on the Record Date.

Under the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our shareholders on the Internet, rather than mailing paper copies of the materials (including the 2020 Annual Report) to each shareholder. As a result, unless you previously elected to receive paper copies or request them this year, you will not receive paper copies of these proxy materials. We are sending to our shareholders (other than those that previously elected to receive paper copies) a copy of the Notice, which will instruct you as to how you may access and review the proxy materials over the Internet. The Notice will also instruct you as to how you may access your proxy card to vote your shares by telephone or over the Internet. If you would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice.

The Notice was mailed, and the accompanying Notice of Annual Meeting of Shareholders and this proxy statement are first being made available, to shareholders on April 12, 2021.

For additional information regarding the matters to be voted on at the Annual Meeting including, among others, who is entitled to vote at the Annual Meeting, how to vote, and the minimum vote required for each proposal, please see the section of this proxy statement entitled “Questions and Answers About Voting and the Meeting” beginning at page 55.

* References in this proxy statement to our website address are provided only as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this proxy statement.

1 2021 Proxy Statement

INFORMATION ABOUT THE BOARD AND NOMINEES

Size of the Board

Our Bylaws provide that the number of directors to be elected by the shareholders will be at least five and not more than 17. Under the Bylaws, the Board has authority to decide the exact number of directors to be elected within these limits. The Board has fixed the number of directors to be elected at the Annual Meeting at 13 and has nominated the persons listed on the following pages, each of whom has consented to serve as a director if elected, for election as directors to serve until the 2022 Annual Meeting or until their successors are elected.

Director Retirement Age

Our Bylaws provide that any person who has or will attain the age of 75 prior to a meeting of shareholders may not stand for election at such meeting. 

Replacement Nominees

If a nominee refuses or is unable to stand for election, the Board may reduce the number of seats on the Board or designate a replacement nominee. If the Board designates a substitute, shares represented by proxy will be voted FOR the substitute nominee. The Board presently has no knowledge that any of the nominees will refuse or be unable to serve.

Director Diversity

The Board believes that diversity with respect to gender, age, race and other characteristics is important to bring varying perspectives and breadth of experience to its membership. The following charts illustrate the age, gender, ethnicity and tenure of the 13 nominees standing for election at the annual meeting.

 

2021 Proxy Statement 2

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Information regarding each of the nominees is provided below, including each nominee’s name, age as of the Record Date, principal occupation and public company directorships during the past five years, and the year first elected or appointed a director of Columbia, its predecessor corporation or one of its former or current subsidiaries. All of the nominees are presently directors of Columbia and Columbia Bank. There are no family relationships among any of our directors or executive officers, nor are any of the corporations or organizations referenced in the biographical information below a parent, subsidiary or affiliate of Columbia.

Craig D. Eerkes	Chair of the Board
	Mr. Eerkes has served as the President and Chief Executive Officer of Sun Pacific Energy, Inc., a Tri-Cities based retail and wholesale petroleum company with locations throughout Washington since 1981. He has an extensive background with financial institutions and broad experience in highly regulated industries, including sixteen years as a director of WMI Insurance Company, a health and life insurance company based in Salt Lake City, Utah. He was the chairman and a director of AmericanWest Bancorp from 2004 to 2012, as well as a director of First Hawaiian Bank from 1996 to 1999. He was founder, director and chairman of American National Bank, N.A., Kennewick, Washington, from 1981 to 1996. Mr. Eerkes is a graduate of the University of Puget Sound. He was named “Tri-Citian of the Year” for 2014 and is actively involved in the Boy Scouts, Boys & Girls Clubs, United Way and several other community organizations. Mr. Eerkes was named as Chair of the Board of Columbia in May 2018. Qualifications: Mr. Eerkes has an extensive financial background and broad experience in highly regulated industries, including his current position as President and Chief Executive Officer of Sun Pacific Energy, Inc. His expertise in community banking and risk management brings strong operational depth to the Board.
Director since: 2014
Age: 69
Other public company directorships: None

Laura Alvarez Schrag
	Ms. Alvarez Schrag is the President of Pondera Consulting, a human resources management, leadership development and CIS/CRM consulting firm that she founded in 2009. In her prior role as Human Resources Manager at Hewlett-Packard, she implemented a comprehensive Talent Management system for global business units, led HR due diligence for international acquisitions and developed diversity plans for global business units. Ms. Alvarez Schrag serves on the Board of Directors of Catholic Charities of Idaho, Bishop Kelly High School Governance Board and St. Alphonsus Community Board. She is a past president of the Hispanic Cultural Center of Idaho and has been named a Woman of the Year honoree in the Idaho Business Review. Qualifications: Ms. Alvarez Schrag’s extensive experience in human resources and organizational and leadership development, as well as her expertise in diversity, equity and inclusion consulting, bring valuable perspective to the Board. She is also an ACC Certified Executive Coach from the International Coaching Federation.
Director since: 2021
Age: 53
Other public company directorships: None
Ford Elsaesser
	Mr. Elsaesser was a member of the Intermountain Community Bancorp board of directors from 1997 until its acquisition by Columbia in 2014, serving as its chairman from May 2013. An attorney with extensive experience with financial service companies, Mr. Elsaesser is a senior partner at Elsaesser Anderson Chtd, a Sandpoint, Idaho-based law firm founded in 1979. His practice focuses on commercial law and banking, civil litigation, bankruptcy and trusteeships and receiverships. He has served as Adjunct Professor at St. John’s University School of Law since 2003, and on the Advisory Board of the University’s Bankruptcy Program since 1999. He has also served as an Adjunct Professor at the University of Idaho Law School since 2005. A graduate of Goddard College and the University of Idaho Law School, Mr. Elsaesser has served as chairman of the Lake Pend Oreille Commission since 2003 and chairman of Bonner General Health Hospital since 2006 and is a director of Food for Our Children. Qualifications: Mr. Elsaesser has extensive business experience and legal expertise with financial service companies and knowledge of and contacts within the local Idaho market.
Director since: 2014
Age: 69 Other public company directorships: None

3 2021 Proxy Statement

Mark A. Finkelstein
	Mr. Finkelstein is a member of the Board of Directors of Christensen, Inc., a leading solutions provider for the fuel, lubricants and propane industries. He is also a member of the Audit and Compliance Committee of the Board of Trustees for Seattle Children’s Healthcare System and a member of the Board of Directors of the Northwest Chapter of the National Association of Corporate Directors (NACD). Mr. Finkelstein served as Chief Legal and Administrative Officer and Secretary of Blucora, Inc. from September 2014 through June of 2017. Prior to joining Blucora, he served as Executive Vice President - Corporate Development, General Counsel, and Corporate Secretary of Emeritus Corporation. Earlier in his career, Mr. Finkelstein served as a strategy advisor for private investment management firms in the United States and Europe, and as the chief executive officer and a member of the board of directors of Novellus Capital Management, a specialized asset management firm. A resident of Seattle, Washington, Mr. Finkelstein earned a B.A. with High Honors in Economics and a J.D. from the University of Michigan. Qualifications: Mr. Finkelstein has extensive legal background and experience with financial institutions and public companies generally as well as expertise with respect to corporate governance, mergers & acquisitions and other types of corporate transactions. He is also an NACD Board Leadership Fellow.
Director since: 2014
Age: 62 Other public company directorships: None

Eric S. Forrest
	Mr. Forrest is co-President of Eugene-based beverage distributor, Bigfoot Beverages, overseeing the company’s Pepsi franchises throughout Oregon and managing its day-to-day operations, warehousing and fleet. Mr. Forrest served as a director of Pacific Continental Corporation prior to its acquisition by Columbia in November 2017. He currently chairs the Oregon Beverage Recycling Board, which he also co-founded, and serves on the boards of directors of the Pepsi-Cola Bottlers Association and the Ford Family Foundation. He received an M.B.A. from Willamette University and a B.S. from Oregon State University. Qualifications: Mr. Forrest has strong ties within the Eugene market, as well as deep management experience and entrepreneurial perspective.
Director since: 2017
Age: 53
Other public company directorships: None
Thomas M. Hulbert
	Mr. Hulbert has been President and Chief Executive Officer of Hulco, Inc., Olympia, Washington, a family- held real estate holding and investment company focusing on the acquisition, management and sale of properties within Washington state since 1984. He was also President and Chief Executive Officer of Winsor Corporation, a Seattle-based research and development company specializing in lighting technologies from 1996 to 2013. Mr. Hulbert’s business experience also includes serving as President and Chief Executive Officer of H & R Investments, LLC. Qualifications: Mr. Hulbert has served on numerous boards of local private companies. He brings board and leadership experience, coupled with deep knowledge of real estate investment and mergers and acquisitions.
Director since: 1999
Age: 74
Other public company directorships: None

2021 Proxy Statement 4

Michelle M. Lantow
	Ms. Lantow served as Chief Administrative Officer at New Season’s Market, LLC, Portland, OR from July 2012 to September 2016, where she was responsible for all financial, accounting, cash management, information technology and strategic planning. She was elected as a Director of New Season’s Market, LLC in September 2016, serving for one year, and has been a member of the State Auto Mutual Insurance Company Board since March 2019. She has served on the advisory committee of the Women’s Venture Capital Fund since 2012 and the advisory board of the Grand Central Bakery since 2017 and Burnside Capital Fund since October 2020. Ms. Lantow holds a BA in Business Economics from the University of California. Qualifications: Ms. Lantow has a depth of public company, strategic management and leadership experience and is one of the Board’s designated audit committee financial experts.
Director since: 2012
Age: 59
Other public company directorships: None

Randal L. Lund
	Mr. Lund served as a partner for 37 years with the accounting firm KPMG and has extensive accounting and operational experience with public companies. He was a member of the advisory committee for Regional Arts and Culture Council, Past Board member and Treasurer, Business for Culture and the Arts. He is a past member, Advisory Board, Portland Chapter of the National Association of Corporate Directors (NACD) and the Program Committee for the Portland Chapter of Financial Executives International. He is a past board member of Software Association of Oregon, the Oregon Society of Certified Public Accountants, and Metropolitan Family Services. Qualifications: Mr. Lund is a retired member of the American Institute of Certified Public Accountants and the Oregon Society of Certified Public Accountants. He is also an NACD Board Leadership Fellow. Mr. Lund has deep expertise in the auditing and governance of public companies and is one of the Board’s designated audit committee financial experts.
Director since: 2017
Age: 63 Other public company directorships: None

Tracy Mack-Askew
	Ms. Mack-Askew is the General Manager-HD Vocational Platform Development of Daimler Trucks North America (DTNA), a position she has held since 2016. She previously served as the Vice President of Engineering for Thomas Built Buses OEM subsidiary of DTNA from 2014-2016. Ms. Mack-Askew has led engineering, purchasing and manufacturing teams over the course of her career and is Executive Sponsor of the Daimler African American Employee Resource Group. She currently serves as a Finance Committee member on the Governing Board of Ronald McDonald House Charities of Oregon and Southwest Washington and is National Chair for the Policies and Procedures Committee of Jack and Jill of America. She holds a Bachelor of Science in Mechanical Engineering from Rensselaer Polytechnic Institute, a Master of Science in Mechanical Engineering from Purdue University and a Master of Arts in Management from Harvard University. Qualifications: Ms. Mack-Askew brings business and organizational leadership, financial acumen and depth of operational experience to the Board. She is also an NACD Governance Fellow.
Director since: 2021
Age: 44 Other public company directorships: None

5 2021 Proxy Statement

S. Mae Fujita Numata
	Ms. Numata is the founder of Numata Consulting PLLC., a consulting business through which she has provided interim executive leadership services to privately-owned companies in Washington, Oregon and Montana. Ms. Numata is a former partner with a national consulting firm, a former Chief Financial Officer in the media industry for 11 years, and a former banker for 24 years. She is a board member and Audit Committee Chair of GeoEngineers, Inc., and a board member of Uwajimaya, Inc. and Mutual of Enumclaw Insurance. Ms. Numata has been recognized as a 2019 Director of the Year by the Puget Sound Business Journal and is a member of the Washington Society of and American Institute of Certified Public Accountants and Women Corporate Directors. Ms. Numata is also the Board Chair of the Girl Scouts of Western Washington. She graduated from the University of Washington and holds a B.A. in Business Administration with a concentration in accounting. Qualifications: Ms. Numata’s extensive accounting and banking background provide the Board and Audit Committee with valuable expertise, and she is one of the Board’s designated audit committee financial experts.
Director since: 2012
Age: 64 Other public company directorships: None

Elizabeth W. Seaton
	Ms. Seaton is the President and CEO of Northern Aviation Services, an air cargo company headquartered in Seattle. She served as Senior Vice President of Operations for Saltchuk Resources Inc., a family of diversified transportation and fuel distribution companies, headquartered in Seattle from 2014 to 2018. Ms. Seaton also served as Vice President of Strategic Planning and Corporate Development for Weyerhaeuser Company from 2008 to 2014. Her career with Weyerhaeuser spanned over twenty years, and included positions in strategic planning, capital investments and business leadership. Ms. Seaton is a graduate of Princeton University, holds a J.D./M.B.A. from the University of Chicago and is a member of the California Bar. She has extensive experience as a board member and advisor to a wide range of organizations and is currently a member of the Planned Parenthood Federation of America Board of Directors, serving on the Finance and Strategy and Program Committees. Qualifications: Ms. Seaton has broad experience in business leadership, change management, strategic development, mergers and acquisitions and enterprise risk management.
Director since: 2014
Age: 60 Other public company directorships: None

Clint E. Stein
	Mr. Stein was named President and Chief Executive Officer of Columbia and Columbia Bank effective January 1, 2020. He joined Columbia in December 2005 as Senior Vice President, Chief Accounting Officer and Controller. In May 2012, he was appointed as the acting Chief Financial Officer, and in August 2012, he was appointed Executive Vice President and Chief Financial Officer of Columbia and Columbia Bank. In July 2017, Mr. Stein was appointed Executive Vice President and Chief Operating Officer, while continuing to serve as Chief Financial Officer until May 2018. Mr. Stein is a Certified Public Accountant and holds a Bachelor’s degree in Accounting and Business Administration from the University of Idaho. His post-graduate education includes Graduate School of Bank Financial Management and the Graduate School of Banking at the University of Wisconsin. Mr. Stein was named a CFO of the year in 2015 by the Puget Sound Business Journal. He currently serves on the Executive Council For A Greater Tacoma and the boards for the Washington Bankers Association, and Pacific Coast Banking School. He previously served as a board member for the Tacoma Pierce County Chamber of Commerce and the Oregon Bankers Association.
Director since: 2020
Age: 49 Other public company directorships: None

2021 Proxy Statement 6

Janine T. Terrano
	Ms. Terrano is the CEO of Topia Technology, Inc., which she founded in 1999. Topia’s patented solutions securely manage the movement of data between disparate platforms, components and devices, allowing commercial and government clients to connect new technologies to complex legacy systems. Prior to Topia, Ms. Terrano founded Business Internet Services in 1996 and grew the organization to serve the web application development needs of large commercial and government clients. Ms. Terrano is a resident of Gig Harbor, Washington and attended Carroll College, University of Washington and University of Oklahoma. She currently serves on the Executive Council For A Greater Tacoma and the Boards of MultiCare Health Systems and Yakima Chief Hops. Ms. Terrano is a TEDx speaker and was the recipient of the 2013 University of Washington Tacoma Small Business Leader award. Qualifications: Ms. Terrano has a depth of technology, data security and business experience, as well as leadership expertise and experience building companies.
Director since: 2018
Age: 59 Other public company directorships: None

The Board unanimously recommends a vote “FOR” each of the nominees for director.

7 2021 Proxy Statement

CORPORATE GOVERNANCE

Governance Practices and Framework

The Board is committed to sound business practices, transparency in financial reporting and high standards of corporate governance. We operate within a comprehensive plan of corporate governance with the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. We regularly monitor developments in the area of corporate governance and our corporate governance policies, practices and committee charters are reviewed periodically and updated as necessary to reflect changes in regulatory requirements and evolving oversight practices. Our current best practices include:

Independent Oversight	ü     Other than the CEO, all directors are independent ü     Independent committees ü     Separation of Board Chair and CEO
Engaged Board/ Shareholder Rights	ü     Annual election of all directors ü     Majority vote standard (with plurality carve-out for contested elections) ü     No directors currently serve on other public company boards üShareholder right to call special meetings ü     Annual Say-on-Pay voting ü     Annual Board and committee self-evaluations
Other Governance Practices	ü     Board diversity of experience, tenure, age and gender ü     Mandatory retirement age of 75 ü     Annual review of CEO succession plan by the independent directors with the CEO ü     Annual review of senior management long-term and emergency succession plans ü     Executive and director stock ownership requirements ü     Board oversight of ESG through Corporate Governance Committee

The Corporate Governance and Nominating Committee of the Board has the authority and responsibility to monitor and review the appropriateness of the Company’s principles and practices of corporate governance in light of emerging standards and best practices and the needs of the Company and its shareholders, and make such recommendations to the full Board as the Committee considers appropriate.

Board Leadership and Director Independence

The Board is committed to maintaining an independent board, and an overwhelming majority has been comprised of outside directors for many years. It has further been the practice of Columbia to separate the duties of Board Chair and Chief Executive Officer. In keeping with good corporate governance practices, the Board believes that the separation of the duties of Board Chair and Chief Executive Officer eliminates any inherent conflict of interest that may arise when the roles are combined, and that an independent director can best provide the leadership and objectivity required as Chair.

The Board annually reviews director independence under applicable law, the listing standards of Nasdaq and our Corporate Governance Policy. In addition, in order to identify potential conflicts of interest and to monitor and preserve independence, directors must consult the Chair of the Corporate Governance and Nominating Committee and the Board Chair before accepting membership on other boards or other significant commitments involving affiliation with other businesses or governmental entities.

The Board has affirmatively determined that all directors other than Clint Stein, who serves as the President and Chief Executive Officer of the Company, are independent. In determining the independence of directors, the Board considered responses to annual Director & Officer questionnaires that indicated no transactions between the Company or its affiliates and directors other than banking transactions with Columbia Bank. The Board also considered the lack of any reported conflicts of interest and transactions with the Company, which directors are required to report pursuant to the Corporate Governance Policy.

Board Refreshment

In 2020, the Corporate Governance and Nominating Committee recommended to the Board that the Company undertake a search to identify new director candidates who would complement the skills and attributes of the existing directors, better position the Board to oversee the Company’s long-term strategy, and diversify the gender and ethnic composition of the Board. In keeping with the Company’s commitment to community-based directors, the Committee focused

2021 Proxy Statement 8

its search within Columbia Bank’s Northwest footprint. After reviewing a deep and diverse slate, the Committee identified two excellent candidates in Laura Alvarez Schrag and Tracy Mack-Askew. Both of them joined the Board in January 2021. As described above, Ms. Alvarez Schrag and Ms. Mack-Askew bring to the Board extensive leadership experience and strong community ties.

Director Qualifications

The Board believes each of the Company’s directors should bring a rich mix of qualities and skills to the Board. All of our directors bring to the Board a wealth of leadership experience derived from their service in a variety of professional and executive positions and extensive board experience.

The Corporate Governance and Nominating Committee is responsible for the oversight and nomination process for director nominees. The committee is authorized to establish guidelines for the qualification, evaluation and selection of new directors to serve on the Board. The committee has not adopted, nor does it anticipate adopting, specific minimum qualifications for committee-recommended nominees, nor has the committee adopted a formal policy relating to Board diversity, although the committee and the Board value and seek to include members with diversity in gender, age, race, professional experience and skills relevant to the Company. The committee instead evaluates each nominee on a case-by-case basis, including assessment of each nominee’s business experience, involvement in the communities served by Columbia, diversity and special skills. The Corporate Governance and Nominating Committee also evaluates whether the nominee’s skills are complementary to existing Board members’ skills, and the Board’s need for operational, management, financial, technological or other expertise. The Corporate Governance and Nominating Committee annually reviews the experience, qualifications, attributes and skills of each director and nominee as part of its evaluation of whether these are the right individuals to serve on Columbia’s Board to help Columbia successfully meet its strategic plans. Because directors are elected for one-year terms, the Corporate Governance and Nominating Committee has an annual opportunity to assess these factors and, if appropriate, determine not to re-nominate any director.

The Corporate Governance and Nominating Committee will consider nominees recommended by shareholders provided that the recommendations are made in accordance with the procedures described in this proxy statement under the section “General Information—When are proposals and director nominations for the 2022 Annual Meeting due?” The committee evaluates all candidates, including shareholder-proposed candidates, using generally the same methods and criteria.

The biographical information set forth above summarizes the experience, qualifications, attributes and skills that Columbia believes qualifies each director to serve on the Board. The Corporate Governance and Nominating Committee and the Board believe each respective director’s professional and business acumen and board experience, and the total mix of all directors’ experience and skills, are beneficial to the Company and the Board.

Environmental, Social and Governance Matters

The Board is committed to overseeing Columbia’s corporate responsibility strategy, and the Corporate Governance and Nominating Committee is chartered with providing oversight of Columbia’s Environmental, Social and Corporate Governance (ESG) matters. In 2020, the Company formalized an internal management structure to strengthen its ESG presence by establishing a cross-functional working group that reports to executive leadership though the Corporate Risk Committee, a management committee. The working group’s mission is to integrate ESG strategies across the company, deploy ESG reporting and monitor ESG progress. In the future, it is anticipated that Columbia’s annual corporate responsibility reporting will be aligned with the “Commercial Banks” standard from the Sustainability Accounting Standards Board (SASB) and Task-force for Climate-related Financial Disclosures (TCFD).

Columbia is working towards launching an online channel dedicated to reporting ESG matters. From the Company’s inception in 1993, Columbia has been committed to building long-term value for clients, employees and shareholders, and it is committed to share its actions related to sustainability and social goals. This commitment is embedded in Columbia’s Do RIGHT values, which are the guiding principles for our culture.

The Do RIGHT values consist of:

R:   Build enduring RELATIONSHIPS with clients and each other

I:     Drive INNOVATION that simplifies life and work

G:   Seek continuous GROWTH in your personal and professional development

H:   Commit with HEART to serve others

T:    Extend TRUST in order to receive it

9 2021 Proxy Statement

Employee Demographics:

As of December 31, 2020 the Company employed 2,187 full and part-time employees. None of these employees are represented by a collective bargaining agreement. During fiscal year 2020, we hired 340 employees. Our voluntary turnover rate was 18.3% in 2020, which compares to 19.6% in 2019. As of December 31, 2020, the population of our workforce was distributed as follows:

	% of Total
RACE	Male	Female	Total
American Indian or Alaska Native	0.14%	0.46%	0.60%
Asian	1.60%	3.39%	4.99%
Black or African American	1.24%	1.05%	2.29%
Hispanic or Latino	1.65%	4.71%	6.36%
Native Hawaiian or Other Pacific Islander	0.50%	0.73%	1.23%
Two or More Races	0.64%	1.37%	2.01%
White	22.23%	51.28%	73.51%
Not Specified	3.47%	5.54%	9.01%
Total	31.47%	68.53%	100.00%

2020 Accomplishments:

Environmental Sustainability

• Doubled our green bond investments in 2020 to $534 million, which represents 10% of our securities portfolio

• Placed 12^th of 467 teams in “The People’s Ecochallenge to make Earth a healthier, more equitable, more sustainable place”

• Donated computers and other devices to Interconnection, providing underserved communities with affordable technology

• Developed best practices and standards of conservation for branches

• Responded to the 2020 wildfires across Washington and Oregon by shifting operations as needed and supporting our communities and employees through the Red Cross and Columbia Cares organization

Social Equity

• Provided market competitive compensation with a starting wage in all markets of at least $15 per hour

• Provided comprehensive employee benefits including 40 hours of paid volunteer time for all employees

• Donated over $3.5 million to more than 1,100 charitable organizations

• Paid over $600,000 to 350 small businesses to perform services for the community during COVID-19 through the “Pass it On Project,” with 44% of funds supporting women-owned businesses and 17% supporting businesses owned by people of color

• Achieved an “Outstanding” Community Reinvestment Act rating reflecting our commitment to community

• Made CRA investments of $407 million as of year-end 2020

• Extended $971 million of loans through Round 1 of the SBA Payroll Protection Program to over 4,400 clients

• Ranked #16 SBA Lender nationally in 2020, #1 in the Portland, Oregon district and #2 in the Seattle, Washington district

Corporate Governance

• Recruited 2 new directors in 2020 adding expertise and diversity to our Board

• Our Board has strong diversity with 46% women and 23% people of color

• Twelve of our 13 board members are independent, including the Board Chair and all committee chairs

• Women and people of color comprise 69% and 16%, respectively, of management roles (EEO-1 executive/senior level and first/mid-level officials and managers)

• Short-term and long-term executive compensation plans are aligned with clear performance goals

• Enhanced our information security and oversight by the Board’s Enterprise Risk Management Committee

2021 Proxy Statement 10

Code of Ethics and Corporate Governance Documents

We have adopted a Code of Ethics for senior financial officers, which applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and any persons performing similar functions.

You can access our Code of Ethics, as well as the following documents, in the “About—Investor Relations— Governance Documents” section of our website at www.columbiabank.com, or by writing to: Columbia Banking System, Inc., Attention: Corporate Secretary, 1301 “A” Street, Tacoma, Washington, 98402-4200:

• Bylaws

• Corporate Governance Policy

• Charters of the Board’s Audit, Personnel and Compensation, Corporate Governance and Nominating, and Enterprise Risk Management committees

Compensation Committee Interlocks and Insider Participation

During 2020, the Personnel and Compensation Committee consisted of Ms. Lantow (Chair), Mr. Eerkes, Mr. Finkelstein, Mr. Forrest , Mr. Hulbert and Ms. Numata. During 2020, none of our executive officers served on the compensation committee (or equivalent body) or board of directors of another entity whose executive officer served on the Personnel and Compensation Committee. For information about related person transactions involving members of our Compensation Committee, see the section entitled “Certain Relationships and Related Transactions.”

Communicating with the Board

Shareholders and other interested parties may communicate with the Board by writing to the Chair of the Board c/o Columbia’s Corporate Secretary, Columbia Banking System, Inc., 1301 “A” Street, Tacoma, Washington, 98402-4200. The Corporate Secretary will relay appropriate questions or messages to the Chair of the Board. Only items related to the duties and responsibilities of the Board will be forwarded.

Anyone interested in raising a complaint or concern regarding accounting issues or other compliance matters directly with the Audit Committee may do so anonymously and confidentially by contacting EthicsPoint:

By Internet	By Telephone
Visit 24/7	1-866-EthicsP
www.ethicspoint.com	(1-866-384-4277)

11 2021 Proxy Statement

BOARD STRUCTURE AND COMPENSATION

2020 Board Meetings

The Board met 15 times during 2020. Each director attended at least 75% of the total number of meetings of the Board and committees on which he or she served. Columbia directors are expected to attend the annual shareholder meeting. Last year, all of our directors who were then serving on the Board attended the virtual annual shareholder meeting. During 2020, the independent directors held eight meetings without management present. 

Board Committees

The Board’s primary standing committees are the Audit; Personnel and Compensation; Corporate Governance and Nominating; and Enterprise Risk Management committees. The Board has determined that all of the members of such committees qualify as “independent” under applicable laws, the listing standards of Nasdaq and our Corporate Governance Policy. The current members of the Board, the primary standing committees on which they serve and the key functions of each committee are identified below.

AUDIT COMMITTEE
CURRENT MEMBERS:
R. Lund (Chair)* F. Elsaesser T. Hulbert M. Lantow* T. Mack-Askew S. Numata* J. Terrano MEETINGS IN 2020: 8 *The Board has determined that these members are “audit committee financial experts” within the meaning of the SEC’s regulations and are “financially sophisticated” within the meaning of Nasdaq rules	The Audit Committee is responsible for the oversight of the quality and integrity of Columbia’s financial statements, its compliance with legal and regulatory requirements, the qualifications and independence of its independent auditors, the performance of its internal audit function and independent auditors and other significant financial matters. In discharging its duties, the Audit Committee is expected to, among other things: •have the sole authority to appoint, retain, compensate, oversee, evaluate and replace the independent auditors; •review and approve the engagement of the independent auditors to perform audit and non-audit services and related fees; •review the integrity of the financial reporting process; •review the financial reports and disclosures submitted to appropriate regulatory authorities; •maintain procedures for the receipt, retention and treatment of complaints regarding financial matters; and •review and approve related party transactions. The Audit Committee operates under a formal written charter, a copy of which is available in the “About - Investor Relations - Overview - Governance Documents” section of our website at www.columbiabank.com

PERSONNEL AND COMPENSATION COMMITTEE
CURRENT MEMBERS:
M. Lantow (Chair) L. Alvarez Schrag C. Eerkes M. Finkelstein E. Forrest T. Hulbert S. Numata MEETINGS IN 2020: 6	The Personnel and Compensation Committee is charged with the responsibility of reviewing the performance of our Chief Executive Officer and other key executives and evaluating the elements of their compensation and long-term equity based incentives. In discharging its duties, the committee also: •administers the Company’s incentive compensation plans; •appoints and oversees the independent compensation consultant, and annually reviews the consultant’s independence; and •periodically review management development activities and succession plans. The Personnel and Compensation Committee operates under a written charter, a copy of which is available in the “About-Investor Relations – Overview – Governance Documents” section of our website at www.columbiabank.com.

2021 Proxy Statement 12

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
CURRENT MEMBERS:
C. Eerkes (Chair) F. Elsaesser M. Finkelstein S. Numata MEETINGS IN 2020: 10	The Corporate Governance and Nominating Committee oversees the Company’s corporate governance principles and practices. It is also responsible for evaluating overall Board composition, assessing the skills, backgrounds and experience that are represented on the Board, and making recommendations for Board nominees accordingly. The committee also: •reviews the level and form of director compensation; •manages the Board and committee self-evaluation process; and •provides oversight of ESG matters The Corporate Governance and Nominating Committee operates under a written charter, a copy of which is available in the “About-Investor Relations – Overview – Governance Documents” section of our website at www.columbiabank.com.

ENTERPRISE RISK MANAGEMENT COMMITTEE
CURRENT MEMBERS:
E. Seaton (Chair) L. Alvarez Schrag E. Forrest R. Lund S. Numata J. Terrano MEETINGS IN 2020: 4	The Enterprise Risk Management Committee is responsible for the oversight of Columbia’s policies, procedures, and practices related to business, market, and operational risks as they impact the strategic, operational, reporting, and compliance objectives of its strategic plan. The ERM Committee is responsible for reporting risk issues and events to the Board and providing the Board with necessary oversight and advice to set risk tolerances. The Company’s Chief Risk Officer assists the committee in its work. The Enterprise Risk Management Committee operates under a written charter, a copy of which is available in the “About-Investor Relations – Overview – Governance Documents” section of our website at www.columbiabank.com.

Board Risk Oversight

The Board has ultimate authority and responsibility for overseeing risk management at Columbia. We have a Risk Appetite Framework that is reviewed by the Board at least annually. Some aspects of risk oversight are fulfilled at the full Board level. For example, the Board regularly receives reports from management on credit risk, liquidity risk and operational risk, including cybersecurity. The Board delegates other aspects of its risk oversight function to its committees. 

BOARD OF DIRECTORS
Audit The Audit Committee oversees financial, accounting and internal control risk management. To support independence, the head of the Company’s internal audit function reports directly to the Audit Committee.	Enterprise Risk Management The ERM Committee is responsible for the oversight of Columbia’s policies, procedures, and practices related to business, market, and operational risks as they impact the strategic, operational, reporting, and compliance objectives of its strategic plan. The ERM Committee defines the Company’s overarching risk objectives through risk policies, limits and a risk appetite statement.	Personnel and Compensation The Personnel and Compensation Committee oversees the management of risks that may be posed by the Company’s compensation practices and programs. As part of this process, the Personnel and Compensation Committee is responsible for reviewing the compensation policies and practices for all employees, not just executive management.

The executive officers regularly report on the risk they are responsible for managing directly to the entire Board and to appropriate Board committees.

13 2021 Proxy Statement

With respect to cybersecurity risk oversight - information security, corporate risk and internal audit support executive officers, as well as the Board and its Audit and ERM Committees, with regular evaluations and reporting on Columbia’s cybersecurity risk management posture. This includes evaluation of policies, procedures and control activities to manage, prevent, detect and respond to cybersecurity incidents and/or exercises (initiated by Columbia). Lessons learned and/or recommendations made are actioned, and executive officers provide oversight to improve cyber-defenses.

Director Compensation

The Corporate Governance and Nominating Committee has authority over director compensation subject to the Board’s authority to approve changes. Directors receive compensation in the form of cash and, as applicable, equity awards in the form of restricted stock. We do not pay directors who are also employees of Columbia or Columbia Bank additional compensation for their service as directors.

For the 2020-2021 Board service year, non-employee directors received a $47,000 annual cash retainer and a $70,000 annual equity grant of restricted stock awards, which compensation was unchanged from the 2019-2020 Board service year. Non-employee directors also receive cash retainers for service on the Board’s standing committees and for serving as Chair of any such committees except as noted below.

Annual Cash Fees

Cash compensation for the 2020-2021 Board service year is set forth below.

Annual Cash Compensation	Director Compensation Program
Annual Board Retainer	$47,000
Board Chair Retainer	$45,000
Committee Chair Retainer	$15,000 – Audit Committee $12,000 – Personnel and Compensation Committee $ 9,000 – All other standing committees*
Committee Retainer	$ 8,000 – Audit Committee $ 6,000 – Personnel and Compensation Committee $ 4,000 – All other standing committees

*Excludes the Corporate Governance and Nominating Committee, whose committee Chair retainer is included in the Board Chair retainer.

Annual Equity Grant

In 2020, non-employee directors received an annual equity grant of approximately $70,000, payable in restricted stock awards pursuant to our 2018 Equity Compensation Plan, the material terms of which are discussed under the section “Executive Compensation – Equity Compensation.”

The restricted stock awards vest at the end of the Board service year. Resignation from the Board will result in a forfeiture of all unvested restricted stock awards at the time of such resignation unless otherwise determined by the Corporate Governance and Nominating Committee. However, restricted stock awards will automatically vest upon the occurrence of any of the following events: (a) death of the director; (b) disability of the director, as defined in the 2018 Equity Compensation Plan; or (c) a “change in control” as defined in the 2018 Equity Incentive Plan.

Other.

Long Term Care Program. In 2001, we implemented a long-term care program for directors serving at that time, which provides benefits in the event those individuals become chronically ill. The coverage is for a period of three years up to a lifetime, depending on the age of the director, and the amount of the benefit is based on the director’s years of service with Columbia after the inception of the long-term care program. We paid a one-time premium for the long-term care policies. Expenses are allocated to the directors participating in the program on an annual basis. All directors covered by this plan are fully vested. The long-term care program was available to all directors when the plan was implemented, including executive officers that were also directors. We have purchased Bank Owned Life Insurance policies to fund this program. The Board has no plans to extend the program to any officers or directors who were not directors in 2001.

Deferred Compensation Plan. We maintain a deferred compensation plan known as the 401 Plus Plan (the “Deferred Compensation Plan”) for certain directors, a select group of senior management and key employees, as designated by resolution of the Board. The Deferred Compensation Plan generally provides for the deferral of certain taxable income earned by participants in the Deferred Compensation Plan. Non-employee directors may elect to have any portion, up to 100%, of his or her director’s fees deferred.

2021 Proxy Statement 14

Stock Ownership Guidelines and Restrictions on Hedging/Trading.

The Company’s Stock Ownership Policy requires non-executive directors to hold shares equal in value to five times the annual Board cash retainer. As of year-end 2020, all non-executive directors satisfied the Stock Ownership Policy requirements other than Mr. Lund, who joined the Board in 2017, and Ms. Terrano, who joined the Board in 2018. See “Stock Ownership Guidelines and No Hedging” in the Compensation Discussion & Analysis below for additional details regarding the Stock Ownership Policy.

Our Insider Trading Policy prohibits all hedging activities by directors and requires directors to obtain pre-clearance by the company to engage in transactions involving Columbia stock. Even if pre-clearance is granted, directors must make an independent determination that they do not possess material nonpublic information. The Insider Trading Policy also establishes quarterly blackout periods during which directors are prohibited from transacting in Company stock during the periods beginning 15 days before the end of each quarter and ending after the second full trading day after the Company releases its financial results for that period to the public.

The following table shows compensation paid or accrued for the last fiscal year to our non-employee directors. The footnotes to the table describe the details of each form of compensation paid to directors.

2020 Director Compensation Table

Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Option Awards ($)	Non-Equity Incentive Plan Compensation	Change In Pension Value and Nonqualified Deferred Compensation Earnings (3)	All Other Compensation ($)	Total ($)
Craig D. Eerkes	106,000	69,986	—	—	—	—	175,986
Ford Elsaesser	72,000	69,986	—	—	—	—	141,986
Mark A. Finkelstein	61,000	69,986	—	—	—	—	130,986
Eric Forrest	61,000	69,986	—	—	1,064	—	132,050
Thomas M. Hulbert	74,000	69,986	—	—	—	—	143,986
Michelle M. Lantow	77,000	69,986	—	—	5,973	—	152,959
Randal Lund	78,000	69,986	—	—	—	—	147,986
S. Mae Fujita Numata	67,333	69,986	—	—	8,388	—	145,707
Elizabeth W. Seaton	68,000	69,986	—	—	—	—	137,986
Janine Terrano	63,000	69,986	—	—	—	—	132,986

(1) Amount shown for each director reflects the $47,000 Board retainer and:

For Mr. Eerkes, $45,000 received as Chair of the Board and $14,000 received for committee retainer fees.

For Mr. Elsaesser, $9,000 received as chair of the Columbia Trust Company board of directors and $16,000 received for committee retainer fees.

For Mr. Finkelstein, $14,000 received for committee retainer fees.

For Mr. Forrest, $14,000 received for committee retainer fees.

For Mr. Hulbert, $9,000 received as chair of a standing committee and $18,000 received for committee retainer fees.

For Ms. Lantow, $12,000 received as chair of the Personnel and Compensation Committee and $18,000 received for committee retainer fees.

For Mr. Lund, $15,000 as chair of the Audit Committee and $16,000 received for committee retainer fees.

For Ms. Numata, $20,333 received for committee retainer fees, including partial fees for the Enterprise Risk Management Committee to which she was appointed in May 2020.

For Ms. Seaton, $9,000 received as chair of the Enterprise Risk Management Committee and $12,000 received for committee retainer fees.

For Ms. Terrano, $16,000 received for committee retainer fees.

(2) For each director, represents a restricted stock award of 2,640 shares granted on May 27, 2020 at the grant date fair value. The fair value of these awards was determined in accordance with the Compensation—Stock Compensation topic of the FASB ASC 718. Assumptions used to calculate these amounts are set forth in the notes to the Company’s audited financial statements for the fiscal year ended 2020, included in the Company’s 2020 Annual Report.

(3) Represents above-market earnings on Mr. Forrest’s, Ms. Lantow’s and Ms. Numata’s Deferred Compensation Accounts (“DCA”), the material terms of which are described below under “Deferred Compensation Plan.”

15 2021 Proxy Statement

Compensation Committee Report

The Personnel and Compensation Committee of the Board makes the following report which, notwithstanding anything to the contrary set forth in any of Columbia’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, will not be incorporated by reference into any such filings and will not otherwise be deemed to be proxy soliciting materials or to be filed under such Acts.

The Personnel and Compensation Committee of the Board met and discussed with management the Compensation Discussion and Analysis (“CD&A”) required by Item 402(b) of Regulation S-K, and based on that review and discussion, the committee recommended to the Board that the CD&A be included as part of this proxy statement and the 2020 10-K Annual Report.

Members of the Personnel and Compensation Committee

Michelle M. Lantow, Chair

Laura Alvarez Schrag

Craig D. Eerkes

Mark A. Finkelstein

Thomas M. Hulbert

Eric S. Forrest

S. Mae Fujita Numata

2021 Proxy Statement 16

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

The Personnel and Compensation Committee (as referred to in this Compensation Discussion and Analysis, the “Committee”) made compensation decisions for our executive team in the context of Columbia’s core performance results and other achievements in 2020.

2020 Financial Results

• Consolidated pre-tax, pre-provision income⁽¹⁾ of $270 million was a new record, eclipsing the prior record set last year by $25 million. The pandemic drove the provision expense for credit losses to $77.7 million, yet full-year net income was still very strong at $154 million.

• Record loan originations of $2.3 billion, including $971 million of Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans. In 2020, Columbia Bank ranked as #16 nationally, #1 in the Portland district and #2 in the Seattle district in SBA lending.

• Record deposit growth of $3.2 billion to $13.9 billion in 2020 due to pandemic driven federal stimulus programs, a change in deposit clients’ spending and savings patterns and the addition of new client relationships.

• The noninterest expense to average assets ratio⁽¹⁾ improved during 2020, declining to 2.17% from 2.59% in 2019. Noninterest expense declined by $11.0 million and average assets increased by $2.1 billion.

• Credit quality was resilient despite the economic impact of the pandemic. Loan deferrals were $147 million at year-end. Nonperforming assets as a percentage of total assets were a manageable 21 basis points at the end of 2020.

• The allowance for credit losses (“ACL”) rose to $149 million mostly due to provision expense of $77.7 million resulting from the impact of the pandemic on the economy. The ACL to loans increased from 0.96% at the end of 2019 to 1.58% at the end of 2020.

⁽¹⁾ Non-GAAP financial measure. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure.

2020 Shareholder Return

• Shareholder value. Despite increases in the broader market, financial stocks were pressured during 2020. The Company’s return on equity declined by 7.6% during 2020, but still outperformed the KBW Regional Banking Index which had a decrease of 8.7%, while the NASDAQ Composite Index total return had an increase of 44.9% during 2020, driven primarily by technology company performance. Our three-year total shareholder return decreased 7.6%, compared to a decrease in the return for the KBW Regional Banking Index of 6.7% and an increase in the return for the NASDAQ Composite Index of 92.5%, driven primarily by technology company performance.

• Dividends. Our regular cash dividend remained at $1.12 per share in 2020 with a special cash dividend of $0.22 per share paid in the first quarter. Our dividend payout ratio was 62% for 2020 compared to 52% for 2019. Our 2020 dividend yield was 3.73%, based on our closing price on December 31, 2020.

17 2021 Proxy Statement

Other 2020 Milestones

• Market Share. As of June 30, 2020, Columbia Bank ranked 6^th in deposit market share in the Northwest. The Bank ranked 6^th in deposit market share out of 76 institutions in Washington, 7^th out of 43 in Oregon and 14^th out of 30 in Idaho.

• Top SBA Lender. For the third year in a row, Columbia Bank was recognized as the leading SBA lender by the SBA Portland District Office, which covers 30 of 36 counties in Oregon and four counties in Southwest Washington. Columbia Bank also moved up a spot from a year earlier to become the No. 2 ranked SBA lender in the Seattle District Office’s region, which spans the vast majority of Washington. The rankings cover the federal fiscal year that ended September 30, 2020 and are based on the number of loans made by each bank during the period. Columbia Bank also joined the top 20 SBA lenders nationally in 2020, ranking No. 16 with a total 356 SBA loans.

• Supporting Small Businesses. In 2020, Columbia funded nearly $1 billion in loans to more than 4,400 small businesses through the SBA’s Paycheck Protection Program. The loans provided relief for companies employing more than 70,000 workers throughout the Northwest that have been affected by the economic fallout from the COVID-19 pandemic. In addition, Columbia launched its Pass It On Project for Small Business Recovery to support small business and community recovery efforts in Washington, Oregon and Idaho. Columbia’s Pass It On Project aimed at putting small businesses throughout the Northwest back to work with a focus on those struggling the most. Through the program, Columbia paid small businesses more than $600,000 to perform services for people whose lives have been adversely impacted by the pandemic or the

economic downturn it caused. Services offered range from food deliveries and home maintenance to dental work and auto body repair. The Bank reached more than 350 small businesses and many more individuals and families in the Northwest through this initiative. 

• Industry Accolades. In 2020, Columbia received multiple industry accolades. For the first time, Columbia was rated the Highest in Customer Satisfaction with Retail Banking in the Northwest by J.D. Power. For the 10^th consecutive year, Columbia Bank was recognized by Forbes on its 2021 list of “America’s Best Banks,” ranking 20^th in the country. The Forbes ranking was based on asset quality, capital adequacy, net interest margin and profitability of the nation’s 100 largest publicly traded banks and thrifts. Additionally, Forbes also recognized Columbia as the Best-In-State Bank for both Washington and Oregon.

• Outstanding Corporate Citizen. Columbia fosters a culture of giving back to the communities where we live and conduct business. We support numerous nonprofit organizations through fundraising, volunteerism, company giving and employee giving. In 2020, Columbia celebrated its sixth annual Warm Hearts Winter Drive by raising over $315,000 to benefit families and individuals struggling with homelessness in the Northwest. Over the past six years, the campaign has raised nearly $1.5 million in combined donations to support Northwest shelters and relief organizations helping families and individuals struggling with homelessness. In addition, Columbia also launched a COVID-19 Community Relief Campaign, where we distributed more than $500,000 to 25 organizations across the Northwest that are working to provide relief to those affected by COVID-19.

Changes in Leadership

Clint E. Stein became President and Chief Executive Officer effective January 1, 2020. The transition was the result of a planned, multi-year succession process that included Mr. Stein’s transition from Chief Financial Officer to Chief Operating Officer in 2017. Christopher M. Merrywell succeeded Mr. Stein as Chief Operating Officer effective January 1, 2020.

Additionally, Eric J. Eid, our Chief Digital and Technology Officer, was appointed Interim Chief Financial Officer effective February 28, 2020, following the departure of Gregory A. Sigrist on that date. On April 6, 2020, the Company appointed Aaron J. Deer as Chief Financial Officer effective April 27, 2020.

Target Direct Compensation

The table below shows the 2020 total target direct compensation opportunities for our Named Executive Officers (referred to as our “Named Executives” or “NEOs”) in the roles in which they served in 2020. The Committee focuses on target direct compensation as shown below in making annual compensation decisions.

	2020 Target Direct Compensation*
Current Named Executive	Annual Base Salary		Target Annual Incentive		Target Long-Term Incentive		Total
Clint E. Stein, President and Chief Executive Officer	$	800,000	$	640,000	$	960,000	$	2,400,000
Aaron J. Deer** Executive Vice President, Chief Financial Officer		385,000		192,500		250,250		827,750
Eric J. Eid Executive Vice President, Interim Chief Financial Officer, Chief Digital and Technology Officer		325,000		162,500		211,250		698,750
Christopher M. Merrywell, Executive Vice President, Chief Operating Officer		425,000		255,000		340,000		1,020,000
Andrew L. McDonald, Executive Vice President, Chief Credit Officer		400,000		160,000		220,000		780,000

2021 Proxy Statement 18

	2020 Target Direct Compensation*
Current Named Executive	Annual Base Salary		Target Annual Incentive		Target Long-Term Incentive		Total
Kumi Y. Baruffi, Executive Vice President, General Counsel		325,000		130,000		178,750		633,750
Former Named Executive
Gregory A. Sigrist*** Executive Vice President, Chief Financial Officer		395,000		--		--		395,000

* The amounts reported differ from the amounts determined under SEC rules as reported for 2020 in the Summary Compensation Table set forth under “Compensation Tables” below. The above table is not a substitute for the Summary Compensation Table.

** The amounts reflected in the table above are Mr. Deer’s annual compensation levels. Mr. Deer’s base salary and target annual incentive for 2020 were prorated to reflect the portion of 2020 in which he was employed following his start date on April 27, 2020. Additionally, the one-time signing and relocation bonus paid to Mr. Deer in connection with his appointment is not included in this table.

*** The base salary in the table above is Mr. Sigrist’s annual base salary. Mr. Sigrist’s annual base salary was prorated to reflect the portion of 2020 in which he was employed through his separation date on February 28, 2020. Additionally, because Mr. Sigrist’s employment terminated on February 28, 2020, the Committee did not set target annual incentive or target long-term incentive amounts for him.

What Guides Our Program

Compensation Philosophy

In keeping with our long-term goal to consistently increase earnings per share and shareholder value, the Committee is guided by the following key principles in determining the compensation of our NEOs:

• Accountability for Business Performance. The executives’ compensation in salary, as well as annual incentive and long-term incentive compensation opportunities, should be tied in part to overall Company performance, including financial results.

• Accountability for Individual Performance. To encourage and reflect individual contributions to the Company’s performance, compensation should be tied in part to the individual’s performance.

• Alignment with Shareholder Interests. Compensation should be tied in part to the Company’s stock performance through the granting of stock awards with multi-year vesting and performance-based vesting, which serves to align executives’ interests with those of our shareholders.

• Competition. Compensation should reflect the competitive marketplace, so that we can attract, retain, and motivate key executives of superior ability who are critical to our future success.

• Reasonable Levels of Compensation. Total compensation opportunities and payouts should be reasonable and not excessive. We do not rigidly target or formulaically set compensation at a specific percentile compared to our peers. However, we do target overall compensation for executive officers in amounts that are roughly in line with the median of our peers.

• Independent Oversight. The Committee, composed solely of independent directors, is responsible for reviewing and establishing the compensation for the Named Executives. The Committee periodically receives advice from an independent compensation consultant who has been retained by and reports directly to the Committee and performs no other work for management without the authorization of the Committee. In addition, the Committee may choose to review compensation analyses prepared by consultants retained by management.

• Risk Management. Compensation policies and practices should align with sound risk management and be structured not to create incentives that subject the Company to excessive risk. Such policies and practices should strike a healthy balance between contributing to the Company’s growth and promoting a conservative exposure to risk.

Our Key Compensation Best Practices
ü	Emphasis on Pay-for-performance	X	No tax gross-ups on severance payments
ü	Share ownership guidelines	X	No equity grants below 100% of fair market value
ü	Independent compensation consultant	X	No perquisites
ü	Clawback policy
ü	Anti-hedging policy

19 2021 Proxy Statement

Factors in Setting Overall Compensation Levels

When establishing overall compensation opportunities for the NEOs, the Committee considers the following factors:

• the Company’s overall performance and performance relative to its peers during the past year, including meeting its financial and other strategic goals;

• the executives’ respective levels of responsibility and functions within the Company;

• each executive’s performance during the past year in meeting individual objectives;

• how compensation of our executives compares to executives at peer institutions, with a particular focus on financial institutions with similar corporate objectives and comparable asset size;

• the alignment of executive compensation decisions and policies with the decisions and policies applicable to other employees;

• the need to provide a competitive executive compensation package to attract and retain superior executive talent;

• as appropriate, general economic conditions within our market area and the overall banking industry;

• the recommendations of our Chief Executive Officer in setting compensation for other executives; and

• the results of the prior year’s shareholder advisory vote on executive compensation, which, consistent with prior years, received solid shareholder support in 2020, reflecting our shareholders’ support for our compensation philosophy and the executive compensation decisions made by the Committee.

The Committee generally follows this process for determining executive compensation; however, other discretionary and subjective components may also be considered if appropriate.

Role and Relationship of the Compensation Consultant

The Committee has engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant. Pearl Meyer reports directly to the Committee and does not provide any other services to the Company. In January 2020, the Committee performed an independence assessment of Pearl Meyer pursuant to SEC and Nasdaq rules and standards. In performing its evaluation, the Committee took into consideration a letter from Pearl Meyer confirming its independence. At the culmination of the evaluation, the Committee determined that Pearl Meyer is an independent advisor.

As the Committee’s compensation consultant, Pearl Meyer provides advice about the Company’s executive compensation programs for senior executives. Pearl Meyer considers the objectives of these programs, compares the programs to designated peer group companies (discussed below under “The Role of Benchmarking”) and best practices and provides information and advice on competitive compensation practices and trends, along with specific views on the Company’s compensation programs.

The Role of Benchmarking

With the assistance of its independent advisor, the Committee evaluates, on a periodic basis, industry-specific and general market compensation practices and trends to ensure that our program and NEO pay opportunities remain appropriately competitive. To inform their evaluation, the Committee compares the total compensation opportunities to the compensation of comparable executive positions of a peer group of publicly traded bank holding companies. The companies that make up the peer group are adjusted from time to time to better align with the size and business model characteristics of the Company. In setting 2020 target compensation levels for the NEOs, the Company used the results from a comprehensive market analysis conducted by Pearl Meyer in 2019 based on an in-depth review of the 2017 peer group. The 2019-2020 peer group consists of the following 22 bank holding companies:

2019-2020 Peer Group
Atlantic Union Bankshares Corporation*	Great Western Bancorp, Inc.
BancorpSouth, Inc.	NBT Bancorp Inc.*
Banner Corporation	Old National Bancorp
Cadence Bancorporation*	Pacific Premier Bancorp, Inc.*
CenterState Bank Corporation**	Pinnacle Financial Partners, Inc.
CVB Financial Corp.	Simmons First National Corporation*
First Financial Bancorp	Trustmark Corporation
First Interstate BancSystem, Inc.	Umpqua Holdings Corporation*
First Midwest Bancorp, Inc.	United Bankshares, Inc.*
Fulton Financial Corporation	United Community Banks, Inc.*
Glacier Bancorp Inc.	Western Alliance Bancorporation

* Denotes a company added to the peer group in 2019

** CenterState Bank Corporation was removed from the peer group following an acquisition by South State Corporation on June 7, 2020.

2021 Proxy Statement 20

Chemical Financial Corporation, MB Financial Inc., Sterling Bancorp and Texas Capital Bancshares, Inc. were removed from the peer group in 2019 because their asset size, institution loan mix model, operating revenue size, market capitalization, revenue mix and tangible capital equity were determined to no longer fit within the parameters of the peer group.

Compensation Structure

Principal Elements of Compensation

Our overall executive compensation program currently consists of the following key elements:

• Base Salary

• Annual Incentive Compensation

• Long-Term Equity Incentives

The combination of these elements reinforces our pay-for-performance philosophy and strengthens our ability to attract and retain qualified executives in our highly competitive banking environment. We believe that this mix of fixed and variable pay advances both the short- and long-term interests of our business and creates long-term shareholder value. The Committee’s decisions regarding the executive compensation program design and individual pay are made in the context of the total compensation philosophy outlined above, including our financial performance.

Base Salary

Salaries are used to provide a competitive fixed amount of base compensation. Our goal is to provide base salary levels that reflect a combination of factors, including competitive pay levels relative to our peer group (as in effect at the time of the determination), the executives’ individual performance and overall contribution to the organization, the relevant position’s scope of responsibilities, the executives’ experience and tenure, and our overall annual budget, which takes into account Company financial performance. The salaries of the NEOs are reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities. Mr. Stein’s base salary increased effective January 1, 2020, in connection with his appointment as President and Chief Executive Officer. Effective March 1, 2020, the Committee approved an adjustment to the base salary of Mr. Eid and Ms. Baruffi and Mr. McDonald, of 4.84%, 8.33% and 15.08%, respectively, which adjustments were a combination of annual merit base and market adjustment.

Annual Cash Incentive Compensation

Consistent with competitive practices, we believe that a portion of our NEOs’ target compensation should be at risk, contingent upon the Committee’s assessment of performance. The 2020 Annual Incentive Plan provided our NEOs the opportunity to earn a performance-based annual cash bonus. In early 2020, the Committee approved the target award opportunities below for each of the NEOs (expressed as a percentage of base salary). The lower target award opportunities for Mr. McDonald and Ms. Baruffi are a result of the Committee’s decision to take into account Mr. McDonald’s and Ms. Baruffi’s SERP entitlements when setting such target opportunities. Mr. McDonald and Ms. Baruffi’s SERP entitlements for 2020 are reflected in the 2020 Summary Compensation Table, and the SERP is discussed in further detail under “Post Employment and Termination Benefits-Legacy Supplemental Executive Retirement Plan.”

NEO	Target Award Opportunity (as a % of Base Salary)
Clint E. Stein	80%
Aaron J. Deer	50%
Eric J. Eid	50%
Christopher M. Merrywell	60%
Andrew L. McDonald*	40%
Kumi Y. Baruffi*	40%
Former NEO
Gregory A. Sigrist	--

* The Committee determined to take into account Mr. McDonald’s and Ms. Baruffi’s SERP entitlements when setting their target annual cash bonus award opportunity.

Actual award payouts for the NEOs depend on the achievement of pre-established performance objectives and can range from 0% to 150% of individual target award amounts based on the achievement of a weighted combination of Corporate (85% of award) and individual performance (15% of award).

21 2021 Proxy Statement

Corporate Performance Measures & Goals

For the 2020 Annual Incentive Plan, the Committee approved the following Corporate performance measures:

• Core Pre-tax Return on Average Assets (“Core ROAA”)

• Core Pre-tax Return on Average Tangible Common Equity (“Core ROATCE”)

• Ratio of Operating Noninterest Expense to Average Assets

• Ratio of Nonperforming Assets (“NPAs”) to period end Total Loans & OREO

When setting the goals for these measures in early 2020, and prior to onset of the COVID 19 pandemic, the Committee took into account that it would be difficult to accurately gauge certain performance targets for the year given the Company’s newly adopted Current Expected Credit Losses ("CECL") accounting methodology. To this end, the Committee determined that to address the uncertainties of the impact of CECL in this first year of implementation, it would exclude the variance between budgeted and actual credit loss provision expense when calculating Core ROAA and Core ROATCE at the end of the performance period. For 2020, the Corporate financial goals and related performance results were as follows:

Performance Measures (a)	Threshold	Target (Budget)	Maximum	Weighting	2020 Actual	% of Target Payout Achieved
Core Pre-tax ROAA (%) (b) (f)	1.34%	1.54%	1.91%	30%	1.69%	120.27%
Core Pre-tax ROATCE (%) (c) (f)	14.10%	16.10%	21.81%	25%	18.38%	119.96%
Operating Noninterest Expense / Average Assets (%) (d)	2.77%	2.57%	2.37%	15%	2.15%	150.00%
Avg. NPA / Total Loans & OREO (%) (e)	1.125%	0.875%	0.625%	15%	0.49%	150.00%
Individual Performance	N/A	N/A	N/A	15%	*	100%
Total						126.07%

(a) Core Pre-tax ROAA, Core Pre-tax ROATCE, Operating Noninterest Expense / Average Assets and Avg. NPA / Total Loans & OREO are non-GAAP financial measures. Please refer to Appendix A for additional information and reconciliations to the most directly comparable GAAP financial measure.

(b) Defined as net income before taxes, excluding merger-related expenses, divided by average assets.

(c) Defined as net income before taxes, excluding amortization of intangibles and merger-related expenses, divided by average tangible common equity.

(d) Operating Noninterest Expense is defined as noninterest expense less (i) acquisition-related expense and (ii) net cost or benefit of OREO.

(e) Average of NPAs / Total Loans & OREO as of 3/31/2020, 6/30/2020, 9/30/2020 and 12/31/2020, as reported in Columbia’s SEC filings. For this purpose, restructured loans are not included in the definition of NPAs.

(f) Core ROAA and ROATCE are calculated assuming no variance between budget and actual with regard to the provision for credit losses.

* The individual performance results for each of the NEOs are discussed below.

The Bank's 2020 provision for credit losses, calculated under the new CECL methodology, was $77.7 million compared to $3.5 million in 2019, which was calculated under the prior accounting methodology. The significant increase in the provision, which was much higher than we could have reasonably forecasted, was principally the result of the COVID-19 pandemic. With the national guidance regarding social distancing and state and county mandates to shelter or stay at home, many large and small businesses had to close and there was a dramatic increase in new unemployment claims.

With these realities as the backdrop, the plan feature that used budgeted loan loss provision for calculating actual Core ROAA and Core ROATCE resulted in above-target total award levels. Given the extraordinary business environment and market conditions that influenced actual Corporate financial performance results, and the unusual circumstances under which our senior leadership team was operating, the Committee determined that the payout for corporate performance of 126.07% of target was appropriate.

2021 Proxy Statement 22

Individual Performance

For the individual performance component of the award, the Committee considered the following achievements for each NEO:

NEO	Individual Performance Highlights
Clint E. Stein	•Provided leadership, direction, and oversight to ensure the successful execution of the Company’s Pandemic Response Plan, resulting in a safe work environment for employees and normal course of business operations with limited interruption of service to our clients •Continued the expansion of the Company’s Diversity, Equity, and Inclusion program
Aaron J. Deer	•Established an effective leadership presence within the executive leadership team and organizational-wide leaders as a strategic business partner •Maintained stability within the accounting and finance departments following the transition in leadership from the prior Chief Financial Officer •Provided financial leadership and contributions in our COVID response following his appointment partway through 2020
Eric J. Eid	•Contributed significantly to our PPP efforts by rapidly expanding our remote work capabilities and increasing our technological capabilities to streamline the PPP processes from end to end •Collaborated with Mr. Merrywell on process improvement, operational efficiencies, and strategies resulting in improved expense leverage •Served as interim CFO and facilitated a smooth transition of duties to Mr. Deer
Christopher M. Merrywell	•Exhibited decisive and highly effective leadership during the most difficult operating environment in the Company’s history, including the pandemic and wildfires •Collaborated with Mr. Eid on process improvement, operational efficiencies, and strategies resulting in improved expense leverage •Was the primary executive leader of our PPP program and resulting performance, helping the Bank set the standard in its market for forgiveness and prepare for round 2 performance
Andrew L. McDonald	•Led efforts to evaluate and respond to the impact of the pandemic and associated lockdowns on our clients and the loan portfolio, which enabled the Bank to develop appropriate strategies and solutions for our clients while preserving shareholder value •Through his work with our investors during the year, played a significant role in providing transparency surrounding the pandemic’s impact on specific sectors within our loan portfolio •Collaborated with Messrs. Merrywell and Eid on enhancing our loan operations capacity for PPP
Kumi Y. Baruffi	•Led the newly combined Legal and Enterprise Project Management team to facilitate stronger operational collaboration on company-wide initiatives •Improved and strengthened our vendor management program •Provided valuable leadership, particularly with respect to analyzing and responding to the legal implications of our pandemic response
Former NEO
Gregory A. Sigrist	N/A

After considering each NEO’s performance in 2020, the Committee approved the achievement of the individual performance component of the annual incentive awards at the following percentages of each individual’s target level: 135% for Mr. Eid, 126% for Mr. Merrywell, 120% for Mr. Stein and 100% for Messrs. Deer and McDonald and Ms. Baruffi. Mr. Sigrist, who terminated employment in February 2020, did not receive an annual incentive award.

Final Award Payouts

Based on the 2020 Corporate financial and individual performance results and decisions described above, the Committee approved final annual incentive award payouts to the NEOs for 2020 as follows:

NEO	Target Annual Incentive Opportunity ($)	Earned Annual Incentive Award ($)	Percentage of Target Annual Incentive Opportunity Earned
Clint E. Stein	$       640,000	$       826,063	129%
Aaron J. Deer (1)	130,963	165,108	126
Eric J. Eid	162,500	213,399	131
Christopher M. Merrywell	255,000	331,429	130
Andrew L. McDonald	160,000	201,716	126
Kumi Y. Baruffi	130,000	163,894	126
Former NEO
Gregory A. Sigrist (2)	--	--	--

(1) Mr. Deer’s target and earned incentive for 2020 were prorated to reflect his period of employment with the Company in 2020.

(2) Because Mr. Sigrist’s employment with the Company terminated on February 28, 2020, the Committee did not set a target annual incentive opportunity for him, and he did not earn an annual incentive award, for 2020.

23 2021 Proxy Statement

Long-Term Equity Incentive Compensation

Columbia believes executive officers and other key management positions should have a meaningful portion of their competitive total compensation opportunity linked to shareholder return, which is directly tied to our long-term vision of growth, stability, asset quality and our commitment to a personalized banking approach. Long-term incentives take the form of equity awards that are intended to align the interests of the executive with those of our shareholders by encouraging ownership of our common stock and tying value to the long-term market value of the Company’s stock. These awards also serve to promote an executive’s continued service to the organization by vesting over a period of years and encourage sound risk management by providing a balanced view of performance and aligning awards with the longer-term time horizon of risk outcomes.

Our long-term incentive compensation consists of a combination of (i) performance-based restricted stock awards (“Performance Shares”) or, for 2020 to align with general market practice, performance-based restricted stock units (“Performance Stock Units”) that are earned over a three-year performance period and (ii) time-based restricted stock awards (“Restricted Stock”) or, for 2020 to align with general market practice, time-based restricted stock units (“Restricted Stock Units”), in each case issued under the Company’s 2014 Stock Option & Equity Compensation Plan (the “2014 Plan”) or the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), which was approved by our shareholders at our 2018 Annual Meeting and amended in 2019 with the approval of our shareholders at our 2019 Annual Meeting.

Grant of 2020 Long-Term Incentive Awards

In 2020, we granted our NEOs Performance Stock Units that are earned and vest at the end of a three-year performance period based on achieving relative total shareholder return (“TSR”) compared to the KBW Regional Banking Index (KRX) and our return on average assets (“ROAA”) compared to the KBW Regional Banking Index (KRX). After the end of the performance period, the Committee will assess performance against the goals and determine the amount, if any, of earned Performance Stock Units. We also granted our NEOs Restricted Stock Units that vest ratably over three years subject to continued service.

 

A Closer Look at 2020 Performance Stock Units

For 2020, Performance Stock Units are earned and vest based on achievement of the following performance goals for the period from January 1, 2020 through December 31, 2022, as established by the Committee:

Performance Measure	Weighting	Measurement Perspective	Threshold	Performance Goals Target	Stretch
“ROAA”	50%	Relative to KRX	25th Percentile	50th Percentile	75th Percentile
“TSR”	50%	Relative to KRX	25th Percentile	50th Percentile	75th Percentile
Payout as % of Target			50%	100%	150%

The performance measures are calculated as follows:

• ROAA: Average of the Company’s ROAA for the 12 calendar quarters (with each calendar quarter calculated separately) measured on a relative basis against a defined group of peer banks over the period January 1, 2020 through December 31, 2022.

• TSR: Measured on a relative basis against a defined group of peer banks over the period January 1, 2020 through December 31, 2022 (calculated assuming that dividends during the period are reinvested in Company shares).

For purposes of the performance measures, the peer banks will consist of all companies included in the KRX as of December 31, 2022.

2021 Proxy Statement 24

Payout Determination for Performance Stock Units

At the end of the performance period, the Committee will review the Company’s actual performance and determine the number of earned awards. Performance below “threshold” for a given performance measure will result in forfeiture of the respective shares; performance at or above “stretch” for a given performance measure will result in payout equal to 150% of the respective target shares. Performance between threshold and target and target and stretch will be determined using straight line interpolation and rounded up to the nearest whole number of shares. Dividend equivalents earned on Performance Stock Units will accrue but will not be paid until vesting is determinable and will only be paid on those Performance Stock Units earned and settled.

2020 Target Long-Term Equity Incentive Award Opportunities

The target long-term equity incentive award opportunities that the Committee set in early 2020 under the 2020 Long-Term Incentive Plan, a sub-plan under the 2018 Plan, represented, in the aggregate, approximately 120% of base salary for Mr. Stein, approximately 80% of base salary for Mr. Merrywell, approximately 65% of base salary for Messrs. Deer and Eid, and approximately 55% of base salary for Mr. McDonald and Ms. Baruffi. The lower target long-term equity incentive award opportunities for Mr. McDonald and Ms. Baruffi are a result of the Committee’s decision to take into account Mr. McDonald’s and Ms. Baruffi’s SERP entitlements when setting such target opportunities. Mr. McDonald and Ms. Baruffi’s SERP entitlements for 2020 are reflected in the 2020 Summary Compensation Table, and the SERP is discussed in further detail under “Post Employment and Termination Benefits-Legacy Supplemental Executive Retirement Plan.” As shown in the table below, Mr. Stein’s total long-term incentive award opportunity was granted one-third in the form of Restricted Stock Units and two-thirds in the form of Performance Stock Units, in order to tie a higher proportion of his total compensation opportunity to the achievement of objective performance criteria in light of his role as Chief Executive Officer, and each of our other NEOs’ total long-term incentive award opportunity was granted half in the form of Restricted Stock Units and half in the form of Performance Stock Units:

NEO	Restricted Stock Units (as a % of Base Salary)	Target Performance Stock Units (as a % of Base Salary)	Total Target Award Opportunity (as a % of Base Salary)
Clint E. Stein	40%	80%	120%
Aaron J. Deer	32.5%	32.5%	65%
Eric J. Eid	32.5%	32.5%	65%
Christopher M. Merrywell	40%	40%	80%
Andrew L. McDonald*	27.5%	27.5%	55%
Kumi Y. Baruffi*	27.5%	27.5%	55%
Former NEO
Gregory A. Sigrist	—	—	—

* The Committee determined to take into account Mr. McDonald’s and Ms. Baruffi’s SERP entitlements when setting their target long-term equity incentive award opportunities.

Equity award values are based on the closing market price of our stock on the date the Board approves the grant.

NEO	Target Performance Stock Units (Performance-Based Vesting)	Restricted Stock Units (Time-Based Vesting)
Clint E. Stein	18,450	9,498
Aaron J. Deer	4,210	4,222
Eric J. Eid	3,070	3,080
Christopher M. Merrywell	4,950	4,948
Andrew L. McDonald	3,200	3,204
Kumi Y. Baruffi	2,600	2,604
Former NEO
Gregory A. Sigrist	—	—

25 2021 Proxy Statement

2018 Performance Share Award Payout

The Performance Shares granted in 2018 were subject to performance vesting conditions tied to the Company’s ROAA and TSR relative to a defined group of peer banks, in each case over the period from January 1, 2018 through December 31, 2020. In February 2021, the Committee reviewed the Company’s actual performance against the ROAA and TSR targets and determined that the awards would pay out at 124% of target. A summary of the Company’s performance as measured against the goals, and the resulting payout, is set forth below:

			Performance Goals			Results
Performance Measure	Weighting	Measurement Perspective	Threshold (50% Payout)	Target (100% Payout)	Stretch (150% Payout)	Actual Performance	Percent of Target Payout
ROAA	50%	Relative to KRX	30th Percentile	50th Percentile	80th Percentile	72nd Percentile	137%
TSR	50%	Relative to KRX	30th Percentile	50th Percentile	80th Percentile	57th Percentile	112%
						Total:	124%

Other Compensation Practices, Policies and Guidelines

Retirement Benefits

In 2001, the Company implemented a Supplemental Executive Retirement Plan (“SERP”) for certain executive officers to provide retirement benefits to those officers. The SERP provides a lifetime annual retirement benefit, the amount of which declines to the extent the executive retires before a specified retirement age. The SERPs support our leadership retention objectives by vesting over a period of time and by restricting the executive from working for a competitor for a period following termination of employment. Starting in 2004, the Company began using Unit Plans to provide retirement benefits for executive officers instead of SERPs. Since 2004, we awarded a Unit Plan to Mr. Stein, two separate Unit Plans to Mr. Eid, two separate Unit Plans to Mr. Merrywell and three separate Unit Plans to Mr. McDonald.

In 2013, the Committee approved offering SERPs to replace certain NEOs’ Unit Plans. Accordingly, the Company entered into SERPs with Messrs. Stein and McDonald, which provide that amounts drawn under their SERPs will be reduced by the amount that is attributable to each respective Unit Plan. This approach provides these executives with a retirement benefit that is consistent with Columbia’s compensation philosophy, while optimally leveraging the expense already incurred in funding the Unit Plans.

In 2015, the Company also entered into a SERP with Ms. Baruffi. A more detailed description regarding payments under the SERPs and Unit Plans is set forth below under “Compensation Tables-Post Employment and Termination Benefits.”

As more fully described below under “Compensation Tables-Post Employment and Termination Benefits,” we also provide non-employee directors and highly-compensated employees (as defined by IRS rules) with the opportunity to defer compensation through two Executive Deferred Compensation Plans. The participation in our 401(k) plan for these individuals is limited under federal income tax rules, and we believe they should have other similar means of saving for retirement. Currently, interest paid on the participant deferrals is three-month LIBOR (the “London Interbank Offered Rate”) plus 3.58%.

Executive Employment and Change-in-Control Agreements

We provide severance and change-in-control benefits to executives that are payable in circumstances the Committee believes are appropriate and market-competitive. Change-in-control benefits are generally “double-trigger,” meaning they are payable only if the executive experiences a qualifying termination of employment in connection with a change-in-control of the Company.

Employment Agreement with Mr. Stein. Mr. Stein serves as President and Chief Executive Officer of Columbia and Columbia Bank pursuant to an employment agreement entered into effective January 1, 2020, which is described in detail in the section entitled “Compensation Tables-Post Employment and Termination Benefits” below.

In general, upon a qualifying termination, Mr. Stein’s agreement entitles him to receive any earned but unpaid bonus for a prior fiscal year, cash severance equal to two times Mr. Stein’s annual base salary, a prorated bonus for the year of termination based on actual performance, a prorated portion of any long-term incentive awards (based on actual performance in the case of awards subject to performance-based vesting) and continued health and welfare benefits for twenty-four months.

2021 Proxy Statement 26

Upon a qualifying termination related to a change-in-control, Mr. Stein’s agreement entitles him to receive any earned but unpaid bonus for a prior fiscal year, cash severance equal to two and a half times the sum of Mr. Stein’s annual base salary and target annual bonus, a prorated target bonus for the year of termination and continued health and welfare benefits for thirty months. Mr. Stein is subject to customary restrictive covenants, including non-competition and non-solicitation covenants, during his employment and for two years following termination of employment for any reason.

Change-in-Control Agreements with Other NEOs. The Company has entered into change-in-control agreements with each of the current NEOs, which are described in more detail below under “Compensation Tables-Post Employment and Termination Benefits.” The change-in-control agreements contain provisions that require payments in the event of termination of employment related to a change-in-control. These arrangements are “double trigger,” meaning that they provide payments only upon a covered termination of employment in connection with a change-in-control, and no covered executive will receive payments under the agreements due to a change-in-control alone. In general, upon a qualifying termination related to a change-in-control, an executive with a change-in-control agreement will be entitled to two years’ annual base salary paid monthly over two years, accelerated vesting of any options and lapse of restrictions on restricted stock awards or other restricted securities and will be subject to two-year non-compete and non-solicit covenants.

Additionally, as discussed under “Compensation Tables-Post-Employment and Termination Benefits” below, unvested awards will vest in full as of the date of the closing of a change-in-control transaction (for performance-based awards, based on the greater of target or actual performance) unless the awards are replaced or assumed, in which case the awards will continue as replaced or assumed.

Retirement Vesting of Earned Performance Awards. In the event that a NEO’s employment terminates (other than for “cause”) at a time when the Named Executive is at least age 62 with at least five years of service, the NEO will remain eligible to earn a prorated portion of any outstanding Performance Shares and Performance Stock Units based on actual performance. The prorated portion will be determined based on the portion of the performance period in which the NEO was employed. As of December 31, 2020, only Mr. McDonald met the definition of retirement applicable to the Performance Shares and Performance Stock Units.

Perquisites and General Employee Benefits

We strive to assist all of our employees, including our NEOs, in meeting their retirement income, health care, disability income, time off and other needs through competitive, cost-effective, Company-sponsored programs that provide individuals with reasonable flexibility in the context of their individual circumstances. The NEOs participate in these and other benefits to the same extent as other employees. These benefits include medical and dental insurance, disability insurance, and the Company’s 401(k) plan. The NEOs do not receive any perquisites or similar benefits such as Company-provided cars, car allowances, or country club memberships.

Clawback Policies for the Recovery of Incentive Compensation

Our annual and long-term incentive compensation programs provide for the recovery of incentive compensation under certain circumstances. Under these programs, the Company will recover incentive compensation awarded to current or former executive officers (during the preceding three years) if the Company restates its financial results due to material noncompliance with any financial reporting requirement under the securities laws, to the extent the original awards exceeded the amounts that would have been paid under the restated results (a “restatement”).

In June 2017, the Committee approved, and in July 2017, the Board adopted, a new Clawback Policy that covers current and former executive officers of the Company and applies to all incentive compensation granted following the date of adoption. The Clawback Policy provides that, to the full extent permitted by law, the Committee may require the forfeiture and/or repayment of unpaid incentive compensation (whether vested or unvested) and incentive compensation paid in the preceding three-year period (but not prior to July 2017) if a “triggering event” occurs.

For purposes of the Clawback Policy, a “triggering event” is any of the following events: (1) the Company is required to prepare a restatement, (2) the executive engages in conduct that causes material financial or reputational harm to the Company or its business activities, (3) the grant or payment of incentive compensation was based on materially inaccurate performance metrics or a material misrepresentation by the executive, (4) the executive improperly or with gross negligence failed to identify, raise or assess, in a timely manner, risks material to the Company or its business activities or (5) the executive engages in a fraudulent act or knowing and willful misconduct or violates restrictive covenants or employment restrictions to which the executive is subject.

Stock Ownership Guidelines

In March 2017, the Board adopted a Stock Ownership Policy, which replaced our prior stock ownership guidelines effective as of January 1, 2017. The Stock Ownership Policy requires each NEO to own shares equal in value to a multiple of his or her annual base salary rather than a fixed number of shares, as was required under the prior stock ownership guidelines. For the Chief Executive Officer, the multiple is three; for Executive Vice Presidents serving on the executive team, which include the

27 2021 Proxy Statement

Chief Financial Officer, Chief Operating Officer, Chief Credit Officer, Chief Human Resources Officer, Chief Risk Officer, General Counsel and Chief Digital and Technology Officer, the multiple is two. The Stock Ownership Policy also requires non-employee directors to own shares equal in value to five times the annual Board cash retainer. The share value is based on the average closing price of Company’s common stock over the 200 trading days preceding December 31 of the applicable calendar year.

The NEOs and non-employee directors may satisfy the ownership requirements in the Stock Ownership Policy with common stock owned directly or indirectly (if the participant has a pecuniary interest in the shares), vested stock-based awards (other than options) and unvested restricted stock or restricted stock unit awards that are subject to time-based vesting requirements. If a participant is not in compliance with the Stock Ownership Policy as of December 31st of any year, he or she must retain all of the shares held as of that date and all shares acquired in the following year (including any shares granted to the participant pursuant to an equity award or acquired on exercise of an option), other than any shares withheld to pay an option exercise price or tax obligations.

At year-end 2020, Mr. McDonald and Ms. Baruffi were the only NEOs who met this criteria, as the other NEOs (except Mr. Sigrist, whose employment terminated) were all new to their positions in 2020.

No-Hedging Policy

Our executive officers, including each of our NEOs, directors and other persons designated from time to time as being the subject to the Company’s pre-clearance procedures, together with their family members (“Access Persons”), are prohibited from engaging in the following transactions:

• trading in any interest or position relating to the future price of Company securities, such as a put, call or any other derivative securities;

• engaging in any hedging or monetization transactions or similar arrangements with respect to the Company’s securities;

• engaging in short sales of the Company’s securities; and

• making any purchases, sales or transfers in the Company’s securities during a pension fund blackout period, which exists whenever 50% or more of plan participants are unable to conduct transactions in their accounts for more than three consecutive days.

Prior to engaging in any transaction involving the Company’s securities, Access Persons must first obtain pre-clearance of the transaction from the Chief Financial Officer or General Counsel.

Our non-executive officer employees and certain of their family members and entities under their control (who are not subject to the policies applicable to Access Persons described above) are subject to policies and procedures designed to ensure that transactions in Company stock are conducted in compliance with the applicable rules and regulations and do not bear the appearance of improper conduct.

Impact of Tax Treatment of Compensation

The Committee annually reviews and considers the deductibility of the compensation paid to our executive officers, which includes each of the NEOs. However, under the Tax Cuts and Jobs Act of 2017, the exemption for qualifying performance-based compensation was repealed for taxable years beginning after December 31, 2017. As a result, compensation paid to our executive officers (on or after January 1, 2018) in excess of $1 million may not be deductible unless it qualifies for certain transition relief. While the Company will monitor guidance and developments in this area, the Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the Committee may pay or provide, and has paid or provided, compensation that is not tax deductible or is otherwise limited as to tax deductibility.

2021 Proxy Statement 28

Compensation Tables

The following table shows compensation paid or accrued in the years shown for Columbia’s Named Executives. As required by SEC rules, Columbia’s Named Executives comprise Columbia’s Chief Executive Officer; the three individuals who served as Chief Financial Officer during 2020, and the three other most highly paid executive officers.

2020 Summary Compensation Table

Name and		Salary	Bonus	Stock Awards	Option	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non- Qualified Deferred Compensation Earnings	All Other Compensation	Total
Principal Position	Year	($)(1)	($)(2)	($)(3)(4)	Awards	($)(5)	($)(6)	($)(7)	($)
Clint E. Stein President, Chief Executive Officer (8)	2020	817,308	—	1,277,308	—	826,063	586,885	66,745	3,574,309
	2019	445,577	—	306,286	—	249,907	70,622	50,176	1,122,568
	2018	423,077	—	336,458	—	245,338	37,224	45,704	1,087,801
Aaron J. Deer Executive Vice President, Chief Financial Officer (9)	2020	259,135	75,000	282,935	—	165,108	—	27,157	809,335
Eric J. Eid Executive Vice President, Interim Chief Financial Officer, Chief Digital and Technology Officer(10)	2020	334,327	—	264,049	—	213,399	—	56,111	867,886
Christopher M. Merrywell Executive Vice President, Chief Operating Officer (11)	2020	437,115	—	425,124	—	331,429	—	63,532	1,257,200
Andrew L. McDonald Executive Vice President, Chief Credit Officer	2020	413,369	—	508,589	—	201,716	1,246,056	66,197	2,435,927
	2019	345,363	—	200,179	—	154,428	494,739	60,691	1,255,400
	2018	333,500	—	224,222	—	154,442	88,445	55,780	856,389
Kumi Y. Baruffi Executive Vice President, General Counsel	2020	332,212	—	223,471	—	163,894	511,640	34,385	1,265,602
	2019	298,077	—	172,790	—	129,684	419,092	34,163	1,053,806
	2018	283,269	—	193,208	—	133,299	121,333	28,950	760,059
Former Named Executive
Gregory A. Sigrist Executive Vice President, Chief Financial Officer (12)	2020	83,558	—	—	—	—	—	285,535	369,093
	2019	391,154	—	305,073	—	—	235,397	32,151	963,775
	2018	187,500	100,000	229,875	—	100,548	77,081	18,010	713,014

(1) Amounts include elective deferrals under the Deferred Compensation Plan as follows: Mr. Stein $37,991 and Ms. Baruffi $12,968. The material terms of the Deferred Compensation Plan are described under “Post-Employment and Termination Benefits-Deferred Compensation Plan.”

(2) For Mr. Deer for 2020, reflects a one-time signing and relocation bonus paid in connection with the commencement of his employment, a portion of which Mr. Deer is required to repay if his employment is terminated for cause or he resigns within two years following his start date of April 27, 2020.

29 2021 Proxy Statement

For Mr. Sigrist for 2018, reflects a one-time signing and relocation bonus paid in connection with the commencement of his employment, a portion of which Mr. Sigrist was required to repay if his employment is terminated for cause or he resigns within two years following his start date of June 4, 2018. The portion that must be repaid is determined on a straight-line basis over the two-year period. Subject to his execution of a release of claims, Mr. Sigrist is not required to repay the signing and relocation bonus in connection with the termination of his employment in February 2020.

(3) For 2020, amounts shown include (a) the grant date fair value of Restricted Stock Units granted on February 27, 2020 (or, in the case of Mr. Deer, on April 27, 2020) that vest one-third each year on February 15, 2021, 2022, and 2023, (b) in the case of Mr. McDonald, his Restricted Stock award granted on January 22, 2020 that vest 100% on January 22, 2022, and (c) the grant date fair value of Performance Stock Units granted on February 27, 2020 (or, in the case of Mr. Deer, on April 27, 2020) for the period commencing January 1, 2020 and ending December 31, 2022 (the 2020-2022 performance period). At stretch performance, the Performance Stock Units grant date fair value would be $951,051 for Mr. Stein, $171,010 for Mr. Deer, $158,251 for Mr. Eid, $255,160 for Mr. Merrywell, $164,952 for Mr. McDonald, and $134,024 for Ms. Baruffi.

For 2019, amounts shown include (a) the grant date fair value of Restricted Stock awards granted on March 27, 2019 that vest 20% on the second anniversary of grant date, 30% on the third anniversary of grant date and the remaining 50% vesting on March 27, 2023, (b) in the case of Mr. Sigrist, Restricted Stock awards granted on March 22, 2019 that vest 20% on the September 4, 2020, 30% on September 3, 2020, and the remaining 50% vesting on September 2, 2022, and (c) the grant date fair value of Performance Shares granted on March 27, 2019 for the period commencing January 1, 2019 and ending December 31, 2021 (the 2019-2021 performance period). At stretch performance, the Performance Shares grant date fair value would be $160,064 for Mr. Stein, $104,725 for Mr. McDonald, $90,365 for Ms. Baruffi and $118,735 for Mr. Sigrist.

For 2018, amounts shown for the NEOs other than Mr. Sigrist include the grant date fair value of Restricted Stock awards granted on February 28, 2018, that vest 20% on the second anniversary of grant date, 30% on the third anniversary of grant date and the remaining 50% vesting on February 28, 2022 and the grant date fair value of Performance Shares granted on March 28, 2018 for the period commencing January 1, 2018 and ending December 31, 2020. For Mr. Sigrist, amounts shown include the grant date fair value of Restricted Stock awards granted on June 4, 2018 that vest 20% on February 28, 2020, 30% on February 26, 2021 and the remaining 50% vesting on February 28, 2022 and the grant date fair value of Performance Shares granted on June 28, 2018 for the period commencing January 1, 2018 and ending December 31, 2020 (the 2018-2020 performance period). At stretch performance, the Performance Shares grant date fair value would be $197,582 for Mr. Stein, $131,721 for Mr. McDonald, $113,074 for Ms. Baruffi and $126,520 for Mr. Sigrist.

(4) The grant date fair value of stock awards was determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in footnote 3 to “2020 Grants of Plan-Based Awards” and in Note 22 to the Company’s audited financial statements for the fiscal year ended 2020, included in the Company’s 2020 Annual Report. The fair market value of Restricted Stock awards and Restricted Stock Units granted in 2020 were based on the closing price of Columbia’s common stock on NASDAQ on the grant date, January 22, 2020 ($38.93 per share), February 27, 2020 ($34.35 per share) and April 27, 2020 ($26.51 per share). The fair market value of 50% of the Performance Stock Units was based on the closing price of Columbia’s common stock on NASDAQ on the grant dates, February 27, 2020 ($34.35 per share) and April 27, 2020 ($26.51 per share), and 50% on a fair value calculation using a Monte-Carlo simulation, which was as follows for awards on the grant dates, February 27, 2020 ($34.38 per share) and April 27, 2020 ($27.65 per share).

(5) The amounts in this column reflect the annual incentive awards earned under the 2020 Annual Incentive Plan. Mr. Sigrist, whose employment with the Company terminated on February 28, 2020, did not earn an annual incentive award for 2020.

(6) The amounts in this column do not represent amounts actually paid to a Named Executive. Includes the change in actuarial present value of the accumulated projected benefit under the SERP, which is a non-cash amount that can vary significantly from year-to-year based upon assumptions underlying the actuarial calculations. Assumptions such as discount rate and retirement age are reviewed annually by the Company and are intended to be individually appropriate. The SERP is discussed in further detail under “Post Employment and Termination Benefits-Legacy Supplemental Executive Retirement Plan.”

For 2020, amounts shown include: for Mr. Stein includes $574,126 of change in the actuarial present value of projected benefit under the SERP, which he is not currently entitled to receive because such amounts are not fully vested, and $12,759 of above-market earnings on his DCA; for Mr. McDonald includes $1,241,763 of change in the actuarial present value of projected benefit under the SERP, which amounts are partially vested and eligible to be received, and $4,293 of above-market earnings on his DCA; for Ms. Baruffi includes $507,192 of change in the actuarial present value of projected benefit under the SERP, which she is not currently entitled to receive because such amounts are not fully vested, and $4,448 of above-market earnings on her DCA. In connection with his termination of employment, Mr. Sigrist forfeited his pension benefits under the SERP. Thus, Mr. Sigrist’s change in pension value for 2020 was -$312,478, which represents the loss of the actuarial present value of projected benefit under the SERP at December 31, 2019.

2021 Proxy Statement 30

For 2019, amounts shown include: for Mr. Stein includes $59,071 of change in the actuarial present value of projected benefit under the SERP, which he is not currently entitled to receive because such amounts are not fully vested, and $11,551 of above-market earnings on his DCA; for Mr. McDonald includes $490,457 of change in the actuarial present value of projected benefit under the SERP, which amounts are partially vested and eligible to be received, and $4,282 of above-market earnings on his DCA; for Ms. Baruffi includes $415,460 of change in the actuarial present value of projected benefit under the SERP, which she is not currently entitled to receive because such amounts are not fully vested, and $3,632 of above-market earnings on her DCA; for Mr. Sigrist includes $235,397 of change in the actuarial present value of projected benefit under the SERP, although Mr. Sigrist forfeited his pension benefits upon his termination.

For 2018, amounts shown include: for Mr. Stein includes $30,100 of change in the actuarial present value of projected benefit under the SERP, which he is not currently entitled to receive because such amounts are not fully vested, and $7,124 of above-market earnings on his DCA; for Mr. McDonald includes $85,456 of change in the actuarial present value of projected benefit under the SERP, which amounts are partially vested and eligible to be received, and $2,989 of above-market earnings on his DCA; for Ms. Baruffi includes $119,676 of change in the actuarial present value of projected benefit under the SERP, which she is not currently entitled to receive because such amounts are not fully vested, and $1,657 of above-market earnings on her DCA; for Mr. Sigrist includes $77,081 of change in the actuarial present value of projected benefit under the SERP, although Mr. Sigrist forfeited his pension benefits upon his termination.

(7) Amount shown for Mr. Stein includes $8,550 in 401(k) plan matching contributions, $14,250 in 401(k) discretionary contributions, $4,596 in split dollar life insurance premiums, $3,064 in split dollar bonus earnings, $19,553 in accrued dividends on unvested Performance Shares, $3,039 in non-qualified deferred compensation matching contributions and $13,693 in Company contributions to his Unit Plan. Unit Plans are described in further detail under “Post Employment and Termination Benefits-Unit Plans.”

Amount shown for Mr. Deer includes $8,550 in 401(k) plan matching contributions, $14,250 in 401(k) discretionary contributions, $129 in split dollar life insurance premiums, $86 in split dollar bonus earnings. $1,490 in group term life insurance and $2,652 in accrued dividends on unvested Performance Shares.

Amount shown for Mr. Eid includes $2,050 in split dollar life insurance premiums, $33 in group term life insurance, $3,883 in accrued dividends on unvested Performance Shares and $50,145 in Company contributions to his two Unit Plans.

Amount shown for Mr. Merrywell includes $8,550 in 401(k) plan matching contributions, $14,250 in 401(k) discretionary contributions, $830 in split dollar life insurance premiums, $553 in split dollar bonus earnings, $5,089 in accrued dividends on unvested Performance Shares and $34,260 in Company contributions to his two Unit Plans.

Amount shown for Mr. McDonald includes $8,550 in 401(k) plan matching contributions, $14,250 in 401(k) discretionary contributions, $5,739 in split dollar life insurance premiums, $3,826 in split dollar bonus earnings, $7,246 in accrued dividends on unvested Performance Shares and $26,586 in Company contributions to two of his three Unit Plans.

Amount shown for Ms. Baruffi includes $8,550 in 401(k) plan matching contributions, $14,250 in 401(k) discretionary contributions, $2,638 in split dollar life insurance premiums, $1,758 in split dollar bonus earnings, $12 in group term life insurance, $1,037 in non-qualified deferred compensation matching contributions and $6,140 in accrued dividends on unvested Performance Shares.

Amount shown for Mr. Sigrist includes $8,550 in 401(k) plan matching contributions, $14,250 in 401(k) discretionary contributions, $492 in split dollar life insurance premiums, $243 in split dollar bonus earnings, $250,000 in cash severance payments, and a $12,000 discretionary bonus in connection with his termination of employment to assist with COBRA health insurance continuation or to be used by him as he deemed needed.

(8) Mr. Stein served as the Company’s Chief Operating Officer through December 31, 2019 and became the Company’s President and Chief Executive Officer effective January 1, 2020.

(9) Mr. Deer was appointed the Company’s Chief Financial Officer, and commenced employment with the Company, effective April 27, 2020.

(10) Mr. Eid, the Company’s Chief Digital and Technology Officer, served as the Company’s Interim Chief Financial Officer effective February 28, 2020, following Mr. Sigrist’s departure on that date, until Mr. Deer became the Company’s Chief Financial Officer on April 27, 2020.

(11) Mr. Merrywell succeeded Mr. Stein as the Company’s Chief Operating Officer effective January 1, 2020.

(12) Mr. Sigrist served as the Company’s Chief Financial Officer through his departure from the Company on February 28, 2020.

31 2021 Proxy Statement

Equity Compensation

Equity Compensation Plan. The 2018 Plan provides for the grant of restricted stock, incentive stock options, nonqualified stock options, restricted stock units and stock appreciation rights. All eligible employees and directors may participate in the 2018 Plan. As of December 31, 2020, 2,292,751 shares remained available for future grant under the 2018 Plan. The 2018 Plan replaced the 2014 Plan; however, any awards remaining outstanding under the 2014 Plan continue to be governed by the terms of that plan.

2020 Grants of Plan-Based Awards

								All Other	Grant Date
		Estimated Future Payments Under Non- Equity Incentive Plan Awards(1)			Estimated Future Payments Under Equity Incentive Plan Awards(2)			Stock Awards: Number of Shares of Stock or Units (#)(3)	Fair Value of Stock and Option Awards ($)(3)(4)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Clint E. Stein	2/26/2020	320,000	640,000	960,000	–	–	–	–	–
	2/27/2020	–	–	–	9,225	18,450	27,675	9,498	$1,277,308
Aaron J. Deer	4/27/2020	65,482	130,963(5)	196,445	–	–	–	–	–
	4/27/2020	–	–	–	2,105	4,210	6,315	4,222	$   282,935
Eric J. Eid	2/26/2020	81,250	162,500	243,750	–	–	–	–	–
	2/27/2020	–	–	–	1,535	3,070	4,605	3,080	$   264,049
Christopher M. Merrywell	2/26/2020	127,500	255,000	382,500	–	–	–	–	–
	2/27/2020	–	–	–	2,475	4,950	7,425	4,948	$   425,124
Andrew L. McDonald	2/26/2020	80,000	160,000	240,000	–	–	–	–	–
	1/22/2020(6)	–	–	–	–	–	–	6,000	$   233,580
	2/27/2020	–	–	–	1,600	3,200	4,800	3,204	$   275,009
Kumi Y. Baruffi	2/26/2020	65,000	130,000	195,000	–	–	–	–	–
	2/27/2020	–	–	–	1,300	2,600	3,900	2,604	$   223,471
Former Named Executive
Gregory A. Sigrist	–	–	–	–	–	–	–	–	–

(1) Represents the possible range of cash payouts under the 2020 annual cash incentive opportunities granted under the 2020 Annual Incentive Plan. Actual amounts earned, as determined by the Committee in the first quarter of 2021, are reflected in the 2020 Summary Compensation Table under Non-Equity Incentive Plan Compensation. See “Compensation Discussion & Analysis-Compensation Structure-Annual Cash Incentive Compensation.”

(2) Represents the possible range of Performance Stock Units granted on February 27, 2020 under the 2020 Long-Term Incentive Plan. Actual amounts of Performance Stock Units earned will be based on achieving relative ROAA and TSR compared to the KBW Regional Banking Index as determined by the Committee, in each case over the 2020-2022 performance period. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Common Stock covered by the Performance Stock Units between the grant date and the settlement date will not be paid until the Performance Stock Units vest and are settled. See “Compensation Discussion & Analysis-Compensation Structure-Long-Term Equity Incentive Compensation.”

(3) Represents the number of Restricted Stock Units granted on February 27, 2020 under the 2020 Long-Term Incentive Plan that vest one-third each year on February 15, 2021, 2022, and 2023. Dividend equivalents equal to the total dollar value of all dividends that would have been paid on the shares of Common Stock covered by the Restricted Stock Units between the grant date and the settlement date will not be paid until the Restricted Stock Units vest and are settled.

(4) Amounts shown represent the grant date fair value of Restricted Stock, Restricted Stock Units and Performance Stock Units granted on January 22, 2020, February 27, 2020 and April 27, 2020, determined in accordance with FASB ASC 718. Assumptions used to calculate these amounts are set forth in Note 22 to the 2020 Annual Report. The grant date fair value of Restricted Stock and Restricted Stock Units was based on the closing prices of Columbia’s common stock on NASDAQ on the grant dates, January 22, 2020 ($38.93 per share), February 27, 2020 ($34.35 per share) and April 27, 2020 ($26.51 per share). The grant date fair values of the Performance Stock Units are shown at stretch performance and is based on the closing price of Columbia’s common stock on NASDAQ on the grant dates, February 27, 2020 ($34.35 per share) and April 27, 2020 ($26.51 per share), and 50% on a fair value calculation using a Monte-Carlo simulation, which was as follows for awards on the grant dates, February 27, 2020 ($34.38 per share) and April 27, 2020 ($27.65 per share).

(5) Mr. Deer’s target annual incentive opportunity for 2020 was prorated to reflect his period of employment with the Company in 2020.

(6) Represents a grant of 6,000 shares of Restricted Stock awarded to Mr. McDonald as a retention incentive. Mr. McDonald’s award cliff vests 100% on January 22, 2022.

2021 Proxy Statement 32

	Outstanding Equity Awards at Fiscal Year-End 2020
	Option Awards						Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Un-exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expira-tion Date		Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(3)
Clint E. Stein		—	—	—	—	—		17,993	$	645,949	39,510	$	1,418,409
Aaron J. Deer		—	—	—	—	—		4,222	$	151,570	6,315	$	226,709
Eric J. Eid		—	—	—	—	—		8,714	$	312,833	7,515	$	269,789
Christopher M. Merrywell		—	—	—	—	—		10,833	$	388,905	10,365	$	372,104
Andrew L. McDonald		—	—	—	—	—		15,035	$	539,757	12,600	$	452,340
Kumi Y. Baruffi		—	—	—	—	—		7,563	$	271,512	10,620	$	381,258
Former Named Executive
Gregory A. Sigrist		—	—	—	—	—		—		—	—		—

(1) For Mr. Stein, represents 1,268 shares of Restricted Stock granted on February 22, 2017 that vest on February 22, 2021; 2,659 shares of Restricted Stock granted on February 28, 2018 that vest 37.5% on the third anniversary and 62.5% on the fourth anniversary of the grant date, respectively; 4,568 shares of Restricted Stock granted on March 27, 2019 that vest 20% on the second anniversary of the grant date, 30% on the third anniversary and the remaining 50% on the fourth anniversary of the grant date, respectively; and 9,498 Restricted Stock Units granted on February 27, 2020 that vest one-third each year on February 15, 2021, 2022 and 2023.

For Mr. Deer, represents 4,222 Restricted Stock Units granted on April 27, 2020 that vest one-third each year on February 15, 2021, 2022 and 2023.

For Mr. Eid, represents 1,300 shares of Restricted Stock granted on February 22, 2017 that vest on February 22, 2021; 2,400 shares of Restricted Stock granted on February 28, 2018 that vest 37.5% on the third anniversary and 62.5% on the fourth anniversary of the grant date, respectively; 1,934 shares of Restricted Stock granted on March 27, 2019 that vest 20% on the second anniversary of the grant date, 30% on the third anniversary and the remaining 50% on the fourth anniversary of the grant date, respectively; and 3,080 Restricted Stock Units granted on February 27, 2020 that vest one-third each year on February 15, 2021, 2022, and 2023.

For Mr. Merrywell represents 1,250 shares of Restricted Stock granted on February 22, 2017 that vest on February 22, 2021; 2,659 shares of Restricted Stock granted on February 28, 2018 that vest 37.5% on the third anniversary and 62.5% on the fourth anniversary of the grant date, respectively; 1,976 shares of Restricted Stock granted on March 27, 2019 that vest 20% on the second anniversary of the grant date, 30% on the third anniversary and the remaining 50% on the fourth anniversary of the grant date, respectively; and 4,948 Restricted Stock Units granted on February 27, 2020 that vest one-third each year on February 15, 2021, 2022, and 2023.

For Mr. McDonald, represents 1,078 shares of Restricted Stock granted on February 22, 2017 that vest on February 22, 2021; 1,771 shares of Restricted Stock granted on February 28, 2018 that vest 37.5% on the third anniversary and 62.5% on the fourth anniversary of the grant date, respectively; 2,982 shares of Restricted Stock granted on March 27, 2019 that vest 20% on the second anniversary of the grant date, 30% on the third anniversary and the remaining 50% on the fourth anniversary of the grant date, respectively; 6,000 shares of Restricted Stock granted on January 22, 2020 that vest 100% on January 22, 2022; and 3,204 Restricted Stock Units granted on February 27, 2020 that vest one-third each year on February 15, 2021, 2022, and 2023.

For Ms. Baruffi, represents 850 shares of Restricted Stock granted on February 22, 2017 that vest on February 22, 2021; 1,534 shares of Restricted Stock granted on February 28, 2018 that vest 37.5% on the third anniversary and 62.5% on the fourth anniversary of the grant date, respectively; 2,575 shares of Restricted Stock granted on March 27, 2019 that vest 20% on the second anniversary of the grant date, 30% on the third anniversary and the remaining 50% on the fourth anniversary of the grant date, respectively; and 2,604 Restricted Stock Units granted on February 27, 2020 that vest one-third each year on February 15, 2021, 2022, and 2023.

(2) Amounts shown are calculated using the closing price of Columbia’s common stock on NASDAQ on December 31, 2020 of $35.90 per share.

33 2021 Proxy Statement

(3) Actual amounts vested and earned, if any, depend on actual performance against the performance measures for the 2018-2020 performance period that ended December 31, 2020, 2019-2021 performance period that ends December 31, 2021 and 2020-2022 performance period that ends December 31, 2022, respectively. For Mr. Stein, represents 4,980 Performance Shares granted on March 28, 2018, 6,855 Performance Shares granted on March 27, 2019 and 27,675 Performance Stock Units granted on February 27, 2020. For Mr. Deer, represents 6,315 Performance Stock Units granted on April 27, 2020. For Mr. Eid, represents 2,910 Performance Shares granted on March 27, 2019 and 4,605 Performance Stock Units granted on February 27, 2020. For Mr. Merrywell, represents 2,940 Performance Shares granted on March 27, 2019 and 7,425 Performance Stock Units granted on February 27, 2020. For Mr. McDonald, represents 3,315 Performance Shares granted on March 28, 2018, 4,485 Performance Shares granted on March 27, 2019 and 4,800 Performance Stock Units granted on February 27, 2020. For Ms. Baruffi, represents 2,850 Performance Shares granted on March 28, 2018, 3,870 Performance Shares granted on March 27, 2019 and 3,900 Performance Stock Units granted on February 27, 2020.

2020 Option Exercises and Stock Vested

	Option Awards			Stock Awards
Name		Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Clint E. Stein		—	—		3,028	$	111,563
Aaron J. Deer		—	—		—		—
Eric J. Eid		—	—		2,880	$	106,318
Christopher M. Merrywell		—	—		2,916	$	107,349
Andrew L. McDonald		—	—		2,451	$	90,749
Kumi Y. Baruffi		—	—		1,970	$	72,809
Former Named Executive
Gregory A. Sigrist		—	—		474	$	15,737

(1) For Mr. Stein, represents the fair market value of 1,603 shares of Restricted Stock granted in 2016 that vested on February 24, 2020, 760 shares of Restricted Stock granted in 2017 that vested on February 22, 2020 and 665 shares of Restricted Stock granted in 2018 that vested on February 28, 2020.

For Mr. Eid, represents the fair market value of 1,500 shares of Restricted Stock granted in 2016 that vested on February 24, 2020, 780 shares of Restricted Stock granted in 2017 that vested on February 22, 2020 and 600 shares of Restricted Stock granted in 2018 that vested on February 28, 2020.

For Mr. Merrywell, represents the fair market value of 1,500 shares of Restricted Stock granted in 2016 that vested on February 24, 2020, 750 shares of Restricted Stock granted in 2017 that vested on February 22, 2020 and 666 shares of Restricted Stock granted in 2018 that vested on February 28, 2020.

For Mr. McDonald, represents the fair market value of 1,362 shares of Restricted Stock granted in 2016 that vested on February 24, 2020, 646 shares of Restricted Stock granted in 2017 that vested on February 22, 2020 and 443 shares of Restricted Stock granted in 2018 that vested on February 28, 2020.

For Ms. Baruffi, represents the fair market value of 1,076 shares of Restricted Stock granted in 2016 that vested on February 24, 2020, 510 shares of Restricted Stock granted in 2017 that vested on February 22, 2020 and 384 shares of Restricted Stock granted in 2018 that vested on February 28, 2020.

For Mr. Sigrist, represents the fair market value of 474 shares of Restricted Stock granted in 2018 that vested on February 28, 2020.

2021 Proxy Statement 34

Post-Employment and Termination Benefits

The following is a discussion regarding the post-employment and termination arrangements currently in place for the Named Executives. The amounts are based on the maximum amounts that could be paid under these arrangements.

2020 Nonqualified Deferred Compensation

The following table provides information regarding nonqualified deferred compensation paid to the Named Executives during fiscal year 2020.

Name	Executive Contributions in Last FY ($) (1)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($) (2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($) (3)
Clint E. Stein	$	37,991	$	3,039	$	20,005	$	—	$	466,856
Aaron J. Deer		—		—		—		—		—
Eric J. Eid		—		—		—		—		—
Andrew L. McDonald		—		—		6,745		—		152,005
Christopher M. Merrywell		—		—		—		—		—
Kumi Y. Baruffi		12,968		1,037		6,969		—		161,269
Former Named Executive
Gregory A. Sigrist		—		—		—		—		—

35 2021 Proxy Statement

(1) Amounts were deferred in 2020 under the Deferred Compensation Plan, which is described below under “Deferred Compensation Plan.” The amounts for Mr. Stein and Ms. Baruffi are reflected in the salary column of the Summary Compensation Table.

(2) The interest rate is the three-month LIBOR rate plus 3.58%. The Plan Administrator annually reviews for appropriateness the calculation of the rate of interest (the “Interest Crediting Rate”) that is applied to a participant’s DCA in the Deferred Compensation Plan. The Interest Crediting Rate is adjusted quarterly for fluctuations in the three-month LIBOR rate. Plan participants are notified of any adjustments to the Interest Crediting Rate.

On the last date of each month, the each participant’s DCA is credited with an amount equal to the product of (i) one-twelfth (1/12^th) of the Interest Crediting Rate for the quarter in which such month occurs, times (ii) the average balance of the DCA in the DCA for that month. The credited amount is treated as part of the credit balance for all purposes of the Deferred Compensation Plan. As used herein, the average balance in a DCA for a month is equal to the quotient determined by dividing (i) the sum of the credit balance in the DCA at the close of business each day in the calendar month, by (ii) the number of days in such month.

(3) For Mr. Stein includes amounts previously reported in the Summary Compensation Table for 2019 ($52,088), 2018 ($56,891), 2017 ($39,323), 2016 ($47,346), 2015 ($41,223) 2014 ($35,132), 2013 ($25,407), and 2012 ($16,005). For Mr. McDonald includes amounts previously reported in in the Summary Compensation Table for 2019 ($4,282), 2018 ($2,989), 2017 ($2,027), 2016 ($1,971), 2015 ($985), 2014 ($106), 2013 ($464), 2012 ($1,118), 2010 ($5,562), 2009 ($5,191), 2008 ($6,799), 2007 ($2,072), 2006 ($9,733), 2005 ($11,149), and 2004 ($35,000). For Ms. Baruffi includes amounts reported in the Summary Compensation Table for 2019 ($55,067), 2018 ($12,889), 2017 ($1,040), and 2016 ($62,017).

Deferred Compensation Plan. In February 2004, the Board adopted the 2005 Deferred Compensation Plan for certain directors, a select group of senior management and key employees, as designated by resolution of the Board. The Deferred Compensation Plan generally provides for the deferral of certain taxable income earned by participants in the Deferred Compensation Plan. Designated officers or key employees may elect to defer annually under the Deferred Compensation Plan up to 50% of his or her salary to be earned in the calendar year, and up to 100% of any cash bonuses or other incentive compensation. In October 2016, the Board and the Committee approved an Amended and Restated 2005 Deferred Compensation Plan, which froze that plan to new participants effective as of October 26, 2016, and a 2016 Deferred Compensation Plan. Except as noted below, the 2016 Deferred Compensation Plan is substantially the same as the 2005 Deferred Compensation Plan.

Distribution Election Notice. At the time a participant first makes an election to defer covered compensation, he or she must deliver to the Company a signed “distribution election notice” in which he or she elects to receive distributions of the credit balance in his or her DCA in the form of either a single lump-sum payment or monthly installment payments over a period not to exceed 120 months. A participant may change such election from time to time; but if a distribution election notice is delivered to the Company less than 12 calendar months before the month in which distributions begin, such notice will not be effective and the Company will instead treat the distribution election notice that was last delivered to the Company before such 12 calendar month period as the effective notice.

Distributions Upon Retirement or Disability. The Company will distribute the credit balance in a DCA maintained for a participant at the time he or she retires or becomes disabled as either a single lump sum or monthly installment payments, as elected by the participant. If the participant has elected a single lump-sum distribution, such distribution will be made within 90 days after the date that a participant retires or becomes disabled. If the participant has elected monthly installment payments, such distribution will be made on the first day of each month, beginning with the first day of the third month following the month in which a participant retires or becomes disabled and continuing until the full amount of the DCA maintained for the participant has been distributed. Until the DCA has been distributed in full, interest will continue to be credited to the DCA. The monthly installment payments will be in as nearly equal amounts as possible. Notwithstanding any contrary provisions of the Plan, if the participant dies after monthly installment payments of the credit balance in the DCA maintained for him or her have begun, then the remaining credit balance in the DCA will be distributed to his or her designated beneficiary in a single lump sum within 30 days after the Company receives notice that the participant has died.

Lump-Sum Distributions Upon Termination of Employment Other Than Because of Death, Disability, or Retirement or if DCA is Less Than $25,000. The 2005 Deferred Compensation Plan provides that, notwithstanding a participant’s election to receive a distribution of the credit balance in the DCA maintained for him or her in the form of monthly installment payments, such credit balance will be distributed to the participant in a single lump sum within 90 days after the date on which he or she terminates his or her services or employment with the Company, if (i) such termination of services or employment is for any reason other than because he or she retires or becomes disabled, or (ii) if the credit balance of the DCA maintained for him or her does not exceed $25,000. Unlike the 2005 Deferred Compensation Plan, the 2016 Deferred Compensation Plan permits participants to elect installment payments for any termination of employment, rather than only on a termination due to retirement or disability. If a participant’s services or employment with the Company is terminated because of his or her death, the credit balance in the participant’s DCA will be distributed to his or her designated beneficiary.

2021 Proxy Statement 36

	2020 Pension Benefits
Name	Plan Name (1)	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($) (2)		Payments During Last Fiscal Year ($)
Clint E. Stein	SERP		15	$	1,806,414	$	—
Andrew L. McDonald	SERP		16		3,642,891		—
Kumi Y. Baruffi	SERP		6		1,371,272		—
Former Named Executive
Gregory A. Sigrist (3)	SERP		3		—		—

(1) Under the terms of the SERP, executives must, in addition to other conditions, be fully vested. Full vesting is based on a 20 year schedule. As of December 31, 2020, Mr. McDonald was eligible to receive 80% of his target benefit amount upon a voluntary termination. Mr. Stein and Ms. Baruffi will first become eligible to receive vested benefits upon a voluntary termination at age 55. Named Executives must have at least 10 years of service with the Company in order to receive benefits upon a voluntary termination that occurs prior to reaching the early retirement age of 55.

(2) The estimated maximum annual retirement benefit payable under the SERP for the Named Executives upon achieving age 65 is $270,000 for Mr. Stein, $258,019 for Mr. McDonald and $295,041 for Ms. Baruffi assuming a single life annuity.

(3) Mr. Sigrist forfeited his pension benefits upon his termination of employment.

Legacy Supplemental Executive Retirement Plan. Over the years, Columbia maintains a supplemental executive retirement plan, or SERP, for certain executive officers of Columbia to provide retirement benefits to those officers. Where a participant has twenty years of service and is therefore fully vested, the SERP is designed to provide lifetime retirement benefits equal to 60% of the average of the three highest years of base salary (which we refer to as the “SERP formula”), with an annual two percent cost of living adjustment to benefit payments. Prior to 2015, the SERP benefits available to each participant were calculated based on a fixed dollar amount set forth in the officer’s SERP, which was intended to approximate the SERP formula. In 2015, in order to better account for fluctuations in the participant’s base salary over time, the Company amended the SERP to provide that the SERP benefit available to each participant would instead equal the SERP formula described above. On September 27, 2017, the Committee approved an amendment to the SERP, which revised the vesting schedule from vesting on an annual basis to vesting on a monthly basis in order to conform vesting to the methodology for determining early retirement benefits under the SERP.

Each SERP includes a number of restrictions on payment, including a requirement, subject to certain exceptions, that the Named Executive attain age 65 (62 in the event of a change-in-control). Each Named Executive’s SERP includes a number of potential adjustments to the date on which retirement payments are initiated and to the amount of the Named Executive’s benefit. These potential adjustments include provisions for early retirement subject to the early commencement reduction factor of 5% for each year that the benefit is paid prior to reaching age 65, payable upon reaching age 55, with a minimum of 10 years of credited service, and a 2% annual inflation adjustment to benefit payments. As of December 31, 2020, Mr. McDonald was eligible for early retirement benefits. Named Executives terminated pursuant to a change-in-control of Columbia will be vested in the benefit that the executive would have received had the Named Executive remained employed by Columbia until reaching the normal retirement age. In the event the Named Executive becomes disabled, the executive will be 100% vested, regardless of tenure. Other potential SERP adjustments include an elimination of benefits if the Named Executive violates non-competition requirements or if the Named Executive is terminated for cause or resigns voluntarily before reaching the normal retirement age and does not have ten years of service or before achieving 100% vesting. Under the terms of each SERP, the Named Executive and the Company will cooperate and use all reasonable efforts, in compliance with applicable law, to minimize the amount of any excise tax imposed by Section 4999 of the Internal Revenue Code.

The SERP is unsecured and unfunded and there are no plan assets. Columbia has purchased Bank-Owned Life Insurance (“BOLI”) policies on the lives of the Named Executives and other officers and intends to use income from these policies to offset SERP benefit expenses. In 2020, consistent with prior years, Columbia purchased additional BOLI policies to supplement Columbia’s existing portfolio. The BOLI policies, through the split dollar life insurance agreements with the officers, provide a death benefit equal to three times the officer’s then current base salary and approximately ten times the projected benefit at normal retirement age of the officer’s SERP. The agreements take into account any other life insurance policies purchased by and owned by the Company that pay benefits to the participant’s beneficiary at death. This split dollar benefit is payable to the officer’s beneficiaries if the officer dies while employed with the Company, in which case the officer (and his or her beneficiaries) would not be entitled to any benefits under the SERP. If the officer retires or terminates employment for any reason other than death, then the officer and his or her beneficiaries forfeit any benefits under the split dollar agreement, and all proceeds from the BOLI policies are instead paid to the Company.

37 2021 Proxy Statement

The income generated from the BOLI policies is projected to, on a cumulative basis, substantially offset the ongoing costs of the SERP program. This projection includes assumptions related to future BOLI policy performance, the Bank’s cost of funds and discount rates applicable to the SERP program. Any excess revenue generated from the BOLI will be used to offset other employee benefit costs. BOLI is not a permissible bank investment but BOLI may be purchased in order to offset employee benefit expenses pursuant to the authority granted by the “Interagency Statement on the Purchase and Risk Management of Life Insurance,” dated December 7, 2004 and described for State-Chartered Federal Reserve member banks in Supervisory Letter SR 04-19.

As described below, the Company had previously entered into Unit Plans with each of Messrs. Stein and McDonald in lieu of a SERP. In 2013, the Company entered into SERPs with Messrs. Stein and McDonald, and their respective Unit Plan were frozen to new contributions. Payments under each Unit Plan were postponed until benefits are drawn from the Named Executive’s SERP (and the SERP benefits will be reduced by the amount that is attributable to the respective Unit Plan).

Long-Term Incentive Awards Change-in-Control Treatment. In the event of a change-in-control, all unvested awards will vest in full as of the date of the closing of such change-in-control transaction (for performance-based awards, based on the greater of target or actual performance) unless the awards are replaced or assumed, in which case the awards will continue as replaced or assumed.

Executive Agreements.

Arrangements with Mr. Stein

The Company and Columbia Bank entered into an employment agreement, effective January 1, 2020, with Mr. Stein establishing his compensation as President and Chief Executive Officer. The employment agreement, which has a term of three years, provides that Mr. Stein’s compensation will consist of an annual base salary of $800,000, a target annual bonus opportunity of 80% of annual base salary and an annual target long-term incentive opportunity of 120% of annual base salary.

During the term of his employment with the Company and Columbia Bank, Mr. Stein will be entitled to participate in the benefits provided by the Company to its executives on a basis no less favorable than the benefits provided to other executives. Pursuant to the employment agreement, Mr. Stein’s base salary for purposes of determining benefits under his SERP will be frozen at $450,000. Mr. Stein otherwise will continue to participate in his SERP, and remain eligible for benefits under his Unit Plans, in accordance with their terms.

If Mr. Stein’s employment is terminated by the Company and Columbia Bank for any reason other than cause, disability or death, or if Mr. Stein terminates employment for good reason (as those terms are defined in the employment agreement), each of which is referred to as a “qualifying termination,” Mr. Stein will be entitled to receive any earned but unpaid bonus for a prior fiscal year and, subject to his execution of a release of claims, (1) cash severance equal to 2.0 times Mr. Stein’s annual base salary, (2) a prorated bonus for the year of termination based on actual performance, (3) a prorated portion of any long-term incentive awards (based on actual performance in the case of awards subject to performance-based vesting) and (4) continued health and welfare benefits for 24 months.

Notwithstanding the foregoing, if Mr. Stein experiences a qualifying termination within six months prior to, or within 24 months following, a change in control of the Company (as defined in the employment agreement), Mr. Stein will be entitled to receive (1) cash severance equal to 2.5 times the sum of Mr. Stein’s annual base salary and target annual bonus, (2) a prorated target bonus for the year of termination and (3) subject to Mr. Stein’s execution of a release of claims, continued health and welfare benefits for 30 months. On any such qualifying termination, Mr. Stein’s long-term incentive awards will be treated in accordance with their terms. In the event such qualifying termination occurs within six months prior to a change-in-control, upon closing of the change-in-control, Mr. Stein would be entitled to receive change-in-control payments, less any payments that he received as a termination payment.

If Mr. Stein’s employment is terminated due to Mr. Stein’s death or disability, Mr. Stein’s legal representatives will be entitled to receive any earned but unpaid bonus for a prior fiscal year and Mr. Stein’s long-term incentive awards will be treated in accordance with their terms.

Mr. Stein is subject to customary restrictive covenants, including non-competition and non-solicitation covenants during his employment and for two years following termination of employment for any reason.

2021 Proxy Statement 38

The table below shows the maximum amounts that could be payable to Mr. Stein under his agreements in each termination scenario set forth below, and (i) is based on his salary at December 31, 2020; and (ii) assumes the triggering event was December 31, 2020.

	2020 Termination/Change-in-Control Payments – Clint E. Stein
	Death			Disability			Voluntary Termination For Good Reason (Not Due to CIC)		Termination w/o Cause (Not Due to CIC)			Termination Due to CIC(1)			Retirement
Employment Agreement(2)	$	—		$	—		$	1,600,000	$	1,600,000		$	—		$	—
Annual Incentive(3)		—			—			826,063		826,063			640,000			—
CIC Termination Payment(4)		—			—			—		—			4,320,000			—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance(5)		4,235,830	*		3,090,835	*		—		2,362,518	*		3,150,025	*		—
Bank Owned Life Insurance(6)		2,400,000			—			—		—			—			—
Healthcare and Other Benefits(7)		—			—			45,802		45,802			57,253			—
FMV of Accelerated Equity Vesting(8)		2,064,358			2,064,358			951,817		951,817			2,064,358			—
Total	$	8,700,188		$	5,155,193		$	3,423,682	$	5,786,200		$	10,231,636		$	—

* Reflects the lump sum value of the benefit to be paid out in a lump sum following the triggering event under the terms of the applicable plan.

(1) In the event Mr. Stein was terminated without cause, or he voluntarily terminated for good reason, within six months prior to a change-in-control, upon closing of the change-in-control, he would be entitled to receive change-in-control payments, less any payments that he received as a termination payment.

(2) Represents two times Mr. Stein’s annual salary in the year of termination payable in equal installments over two years following termination.

(3) For voluntary termination for good reason and termination without cause, represents the prorated portion of any incentive payment earned during the year of termination payable in a lump sum; provided that, if such termination is due to change-in-control, represents the prorated portion of Mr. Stein’s target annual incentive.

(4) For termination due to change-in-control, represents 2.5 times the sum of Mr. Stein’s annual salary in the year of termination and target annual incentive, payable in equal monthly installments over a 30-month period following termination.

(5) Reflects the benefits to which Mr. Stein would be entitled under his SERP (or split dollar life insurance benefits calculated based on SERP benefits) and under his Unit Plan, which reduces the benefits otherwise payable under his SERP (except in the event of death). See “Pension Benefits” and “Unit Plans” above for more details regarding these benefits. Mr. Stein may elect a single lifetime annuity or a joint and survivor annuity.

Benefits on Death. Death benefits are not payable pursuant to the SERP; however, in the event of Mr. Stein’s death while employed, a Split Dollar Agreement provides a one-time lump sum benefit of a stated dollar amount calculated as ten times the projected annual SERP benefit at normal retirement. Amounts also include the benefits that Mr. Stein would be entitled under his Unit Plan, which would not reduce the benefits payable under his SERP. Mr. Stein’s Unit Plan provides for $24,996 annually for ten years following death. In the event that Mr. Stein dies after his Unit Plan payments have begun, then any remaining payments in the ten-year benefit stream will be made to his beneficiaries.

Benefits on Disability. In the event that Mr. Stein becomes Disabled, the amount represents a one-time lump sum payment calculated as the present value of the projected stream of retirement benefit payments that Mr. Stein would expect to receive had he remained employed until normal retirement age.

Benefits on Termination without Cause or Due to CIC. Upon a termination without cause or due to a change-in-control, benefits are payable in a lifetime annuity.

(6) Represents the amount equal to three times base salary as of the date of death that would be due to Mr. Stein’s beneficiaries under a bank owned life insurance policy payable by the insurer.

39 2021 Proxy Statement

(7) Represents the value of continued employer-paid health and welfare benefits for two years following termination (or in the event of a termination due to change-in-control, for 30 months following termination).

(8) In the case of death, disability or termination in connection with a change-in control, represents the fair market value of unvested equity awards with performance shown at stretch performance. In the case of a voluntary termination for good reason or a termination without cause not in connection with a change-in-control, represents the fair market value of a prorated portion of the unvested equity awards with performance shown at stretch performance. In the case of retirement, represents a prorated portion of Performance Shares and Performance Stock Units at stretch performance. Fair market value was determined based on the closing price of Columbia’s common stock on NASDAQ on December 31, 2020 of $35.90 per share.

Arrangements with Mr. Sigrist

On March 12, 2020, the Company entered into an employment separation agreement with Mr. Sigrist in connection with his termination of service on February 28, 2020. Under the terms of the employment separation agreement, in exchange for executing a release of claims against the Company and Columbia State Bank, Mr. Sigrist received a cash payment of $250,000, less routine payroll deductions and withholdings, to be paid bi-weekly in accordance with Columbia’s regular payroll practices. Additionally, in connection with his termination of employment, Mr. Sigrist received a $12,000 discretionary bonus to assist with COBRA health insurance continuation or to be used by him as he deemed needed.

Change-in-Control Agreements.

Columbia Bank has entered into change-in-control agreements with Messrs. Stein, Deer, Eid, Merrywell, McDonald, and Sigrist and Ms. Baruffi. Mr. Stein’s employment agreement superseded the change-in-control agreement effective as of January 1, 2020. Mr. Merrywell entered into a change-in-control agreement effective January 1, 2020 in connection with his appointment as Chief Operating Officer. Mr. Eid entered a change-in-control agreement effective March 2, 2020, which replaced his prior change-in-control group plan agreement. Mr. Deer entered into a change-in-control agreement effective May 7, 2020 in connection with the commencement of his employment and appointment as Chief Financial Officer. Mr. Sigrist’s change-in-control agreement ended upon his termination on February 28, 2020.

The agreements contain provisions, similar to those contained in the employment agreement for Mr. Stein discussed above, that require payments in the event of termination of employment without cause or by the executive for good reason within 365 days (or, for Mr. McDonald, 730 days) following a change-in-control (as defined in the agreements) or termination of employment without cause prior to the change-in-control at any time from and after sixty days prior to the public announcement of a transaction that will result in a change-in-control, provided that the change-in-control occurs within 18 months of the executive’s termination date. Under the agreements, the executives are entitled to (i) receive their base salary for terms of two years; (ii) accelerated vesting of options; (iii) removal of restrictions on any restricted stock or other restricted securities, subject to Federal securities laws; and (iv) payment or reimbursement of certain COBRA premiums for a period of 18 months or until the NEO obtains employment that offers health benefits (and, if the termination occurs prior to the change in control, for the number of months the employee elected to continue healthcare coverage prior to the change in control). These agreements also contain a covenant that the executive will not compete with Columbia or any of its subsidiaries for up to two years after the commencement of severance benefit payments, unless payments of such severance benefits are waived by the executive, and a covenant that the executive will not solicit employees, customers or business partners of Columbia or any of its subsidiaries for up to two years after the commencement of severance benefit payments. The terms of the agreements are five years unless otherwise extended in writing.

Unit Plans.

Columbia Bank previously entered into Unit Plans with each of Mr. Stein (in 2008), Mr. Eid (two plans, one each in 2011 and 2014), Mr. Merrywell (two plans, one each in 2015 and 2018) and Mr. McDonald (three plans, one each in 2004, 2006 and 2007). The plans were provided primarily to supplement retirement benefits in lieu of a SERP. Each separate Unit Plan provides that the executive will begin receiving a monthly payment beginning the first month following the tenth anniversary of each plan, based on an annual aggregate payment of $25,000 per year for ten years. In the event the executive’s employment is terminated by the Bank without cause, or in the event Mr. Stein, Mr. Eid (under his 2011 Unit Plan) or Mr. McDonald is terminated due to disability, the executive will be entitled to receive a payment based on the prorated portion of his term of employment, payable in monthly payments following the tenth anniversary of each plan. In the event Mr. Eid (under his 2014 Unit Plan) or Mr. Merrywell is terminated due to disability, the executive will be entitled to receive a payment equal to the net present value of the full benefit under the Unit Plan, payable in a lump sum following such disability. In the event Mr. Eid (under his 2014 Unit Plan) or Mr. Merrywell is terminated by the Bank without cause or by the executive for good reason, in each case following a change in control of the Bank, the executive will be entitled to receive either (i) a payment equal to one half the full benefit under the Unit Plan, if such termination occurs on or before the fifth anniversary of each plan or (ii) a payment equal to the full benefit under the Unit Plan, if such termination occurs after the fifth anniversary of each plan but on or before the tenth anniversary of each plan, in each case payable in monthly payments following the tenth anniversary of each plan. If the executive leaves the employment of Columbia Bank prior to expiration during the respective ten-year period, the entire amount is forfeited. In the event of the

2021 Proxy Statement 40

executive’s death before the tenth anniversary of the plan, the executive’s beneficiaries will receive a payment based on the prorated portion of his term of employment, payable in monthly installments following such death. For Mr. Stein, Mr. Eid (under his 2011 Unit Plan) and Mr. McDonald, there is a non-competition clause that provides that the executive’s right to receive benefits terminates if the executive works for a competitor. For Mr. Eid (under his 2014 Unit Plan) and Mr. Merrywell), there are non-competition and non-solicitation clauses that provide that the executive’s right to receive benefits terminates if the executive engages in certain competitive or solicitation activity during the executive’s employment or during the one year thereafter.

As noted above, in 2013, the Bank entered into a SERP with Messrs. Stein and McDonald. Benefits under the Unit Plans were frozen to new contributions. In the event any benefit payments due Messrs. McDonald or Stein pursuant to their respective SERP plans are to be made simultaneously with payment amounts due them pursuant to their respective Unit Plans, then any SERP benefit payments will be reduced by amounts to be paid out from their Unit Plans. The reduced SERP benefit payment will be determined by deducting the amount of the Unit Plan payments from the scheduled SERP benefit payments. Once the Unit Plan benefit payment periods expire, retirement benefit payments under the SERP plan will no longer be reduced.

The tables below show the maximum amounts that could be paid to Messrs. Deer, Eid, Merrywell and McDonald and Ms. Baruffi under their respective agreements, which are based on (i) the executive’s salary at December 31, 2020; and (ii) assumes the triggering event was December 31, 2020.

	2020 Termination/Change-in-Control Payments – Aaron J. Deer
	Death		Disability		Termination w/o Cause (Not Due to CIC)		Termination Due to CIC		Retirement
Change in Control Agreement(1)	$	—	$	—	$	—	$	770,000	$	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance		—		—		—		—		—
Bank Owned Life Insurance(3)		1,155,000		—		—		—		—
FMV of Accelerated Equity Vesting(4)		378,279		378,279		—		378,279		—
Total	$	1,533,279	$	378,279	$	—	$	1,148,279	$	—

	2020 Termination/Change-in-Control Payments – Eric J. Eid
	Death			Disability			Termination w/o Cause (Not Due to CIC)			Termination Due to CIC			Retirement
Change in Control Agreement(1)	$	—		$	—		$	—		$	650,000		$	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance		416,640	*		469,294	*		416,640	*		495,830	*		—
Bank Owned Life Insurance(3)		975,000			—			—			—			—
FMV of Accelerated Equity Vesting(4)		582,622			582,622			—			582,622			124,753
Total	$	1,974,262		$	1,051,916		$	416,640		$	1,728,452		$	124,753

* This reflects Mr. Eid’s two Unit Plans. See “Unit Plans” above for more details regarding these benefits.

	2020 Termination/Change-in-Control Payments – Christopher M. Merrywell
	Death			Disability			Termination w/o Cause (Not Due to CIC)			Termination Due to CIC			Retirement
Change in Control Agreement(1)	$	—		$	—		$	—		$	850,000		$	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance		216,660	*		446,928	*		216,660	*		375,000	*		—
Bank Owned Life Insurance(3)		1,275,000			—			—			—			—
FMV of Accelerated Equity Vesting(4)		761,009			761,009			—			761,009			—
Total	$	2,252,669		$	1,207,937		$	216,660		$	1,986,009		$	—

* This reflects Mr. Merrywell’s two Unit Plans. See “Unit Plans” above for more details regarding these benefits.

41 2021 Proxy Statement

	2020 Termination/Change-in-Control Payments – Andrew McDonald
	Death			Disability			Termination w/o Cause (Not Due to CIC)			Termination Due to CIC			Retirement
Change in Control Agreement(1)	$	—		$	—		$	—		$	800,000		$	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance(2)		2,391,960	**		4,615,776	**		116,257	*		145,820	*		202,307	*
Bank Owned Life Insurance(3)		1,200,000			—			—			—			—
FMV of Accelerated Equity Vesting(4)		992,097			992,097			—			992,097			283,790
Total	$	4,584,057		$	5,607,873		$	116,257		$	1,937,917		$	486,097

* Reflects the annual lifetime annuity payable following the triggering event under the terms of the applicable plan. Mr. McDonald's benefit reflects 100% joint and survivor annuity.

** This Actuarial Equivalent amount shall be paid in a lump sum following the terms of the agreement.

	2020 Termination/Change-in-Control Payments – Kumi Y. Baruffi
	Death			Disability			Termination w/o Cause (Not Due to CIC)			Termination Due to CIC			Retirement
Change in Control Agreement(1)	$	—		$	—		$	—		$	650,000		$	—
Benefits Payable Under SERPs, Unit Plans or Split Dollar Life Insurance(2)		2,793,000	*		3,565,182	*		716,000	*		2,211,315	*		—
Bank Owned Life Insurance(3)		975,000			—			—			—			—
FMV of Accelerated Equity Vesting(4)		652,770			652,770			—			652,770			—
Total	$	4,420,770		$	4,217,952		$	716,000		$	3,514,085		$	—

* Reflects the lump sum value of the benefit to be paid out in a lump sum following the triggering event under the terms of the applicable plan.

(1) Represents two times each Named Executive’s annual base salary payable in equal monthly installments for two years following the termination date.

(2) Reflects the benefits to which each Named Executive would be entitled under their SERPs (or split dollar life insurance benefits calculated based on SERP benefits) and, in the case of Mr. McDonald, under his Unit Plan, which reduces the benefits otherwise payable under his SERP (except in the event of death). See “Pension Benefits” and “Unit Plans” above for more details regarding these benefits. The Named Executives may elect a single lifetime annuity or a joint and survivor annuity.

Benefits on Death. Death benefits are not payable pursuant to the SERP; however, in the event of death of a Named Executive while employed, a Split Dollar Agreement provides a one-time lump sum benefit of a stated dollar amount calculated as ten times the projected annual SERP benefit at normal retirement. For Mr. McDonald, amounts also include the benefits that he would be entitled under his Unit Plans, which would not reduce the benefits payable under his SERP. Mr. McDonald’s Unit Plan provides for $74,988 annually for ten years following death. In the event that Mr. McDonald dies after his Unit Plan payments have begun, then any remaining payments in the ten-year benefit stream will be made to his beneficiaries.

Benefits on Disability. In the event of disability, represents a one-time lump sum payment calculated as the present value of the projected stream of retirement benefit payments that the Named Executive would expect to receive had he or she remained employed until normal retirement age.

Benefits on Termination without Cause or Due to CIC. Upon a termination without cause or due to a change-in-control, benefits are payable in a one-time lump sum, except that for Mr. McDonald benefits are payable in a lifetime annuity.

Retirement Benefits. Mr. McDonald was eligible to retire as of December 31, 2020 and receive benefits under his SERP payable in a lifetime annuity.

(3) Represents the amount equal to three times base salary as of the date of death that would be due to each Named Executive’s beneficiaries under a bank owned life insurance policy payable by the insurer.

2021 Proxy Statement 42

(4) Represents the fair market value of unvested equity awards (or, for Messrs. Eid and McDonald in the case of retirement, represents a prorated portion of Performance Shares and Performance Stock Units) based on the closing price of Columbia’s common stock on NASDAQ on December 31, 2020 of $35.90 per share. Performance Shares and Performance Stock Units are shown at stretch performance.

Other Compensation Plans

Employee Stock Purchase Plan. We also maintain an Employee Stock Purchase Plan (the “ESPP”) that was adopted in 1995, and amended in 2000, 2006, 2009 and 2010. The ESPP was further amended in 2018 to make certain administrative updates. The ESPP allows eligible employees to purchase shares of Columbia common stock at 90% of the lower of the market price at either the beginning or the end of each six-month offering period by means of payroll deductions. At December 31, 2020, there were 223,859 shares available for purchase under the ESPP.

CEO Pay Ratio

Set forth below is the total annual compensation for 2020 of Mr. Stein, the median of the total annual compensation of our employees (other than Mr. Stein) and the ratio of those two values:

CEO Total Annual Compensation as reported in the Summary Compensation Table (A)	Median Total Annual Compensation of Our Employees (B)	Ratio of (A) to (B)
$                                                   3,574,309	$                                                     61,268	58 to 1

To identify our median employee, we used our entire employee population as of December 31, 2020. We measured compensation based on total gross pay for 2020 as reported to the Internal Revenue Service on Form W-2 for 2020 and annualized the compensation of all permanent employees hired or rehired during 2020. In accordance with SEC rules, after identifying our median employee, we calculated 2020 total annual compensation for both our median employee and Mr. Stein using the same methodology that we use to determine our Named Executives’ total annual compensation for the Summary Compensation Table. This calculation produced the ratio shown in the table above.

43 2021 Proxy Statement

PROPOSAL NO. 2

ADVISORY (NON-BINDING) VOTE

ON EXECUTIVE COMPENSATION

At the 2017 Annual Meeting, shareholders voted on an advisory (non-binding) resolution on the frequency of a shareholder vote on named executive officer compensation. As recommended by the Board, the shareholders approved that an advisory (non-binding) vote to approve named executive officer compensation should occur on an annual basis, and that frequency was subsequently approved by the Board. Accordingly, we have included and will include a non-binding advisory vote on named executive compensation in our proxy materials on an annual basis until the next vote on the frequency of such advisory votes, which will occur no later than our 2023 annual meeting. In accordance with the vote of the shareholders and the Board, we are providing you the opportunity, as a shareholder, to endorse or not endorse our executive pay program through the following non-binding resolution:

“RESOLVED, that the shareholders approve the compensation of named executive officers as described in the Compensation Discussion & Analysis and the tabular disclosures regarding Named Executive compensation (together with the accompanying narrative disclosures) in this proxy statement.”

We believe that our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders. Columbia’s compensation program is guided by the philosophy that total executive compensation should vary based on achievement of both individual and corporate goals and objectives, and should be focused on long-term strategies to build shareholder value. We invite you to consider the details of our executive compensation provided under “Executive Compensation—Compensation Discussion & Analysis” in this proxy statement. That section provides you with information about the structure of our executive compensation and the objectives that our compensation program is intended to achieve.

Because your vote is advisory, it will not be binding upon the Board. However, the Personnel and Compensation Committee values the opinions that our shareholders express in their votes, and will take into account the outcome of the vote when considering future executive compensation arrangements.

Vote Required and Board Recommendation

The proposal on the advisory (non-binding) vote to approve executive compensation requires the affirmative vote FOR of a majority of the shares present and voting on this matter.

The Board unanimously recommends a vote “FOR” approval of the compensation of executive officers as described in the Compensation Discussion and Analysis and the tabular disclosures regarding named executive compensation (together with the accompanying narrative disclosures) in this proxy statement.

2021 Proxy Statement 44

MANAGEMENT

The following table sets forth information with respect to our executive officers who are not directors or nominees for director of Columbia, including employment history for the last five years. All executive officers are elected annually and serve at the discretion of the Board.

Name	Age	Position	Has Served as an Executive Officer of the Company since
Kumi Y. Baruffi (1)	50	Executive Vice President/General Counsel	2014
Aaron J. Deer (2)	52	Executive Vice President/Chief Financial Officer	2020
Lisa K. Dow (3)	61	Executive Vice President/Chief Risk Officer	2018
Eric J. Eid (4)	65	Executive Vice President/ Chief Digital & Technology Officer	2020
David C. Lawson (5)	62	Executive Vice President/Chief Human Resources Officer	2013
Andrew L. McDonald (6)	62	Executive Vice President/Chief Credit Officer	2004
Christopher Merrywell (7)	55	Executive Vice President/Chief Operating Officer	2020
David Moore Devine (8)	43	Executive Vice President/Chief Marketing & Experience Officer	2020

(1) Ms. Baruffi joined Columbia Bank as Executive Vice President, Corporate Secretary and its first General Counsel in September 2014. Prior to joining Columbia Bank, Ms. Baruffi was a partner with a Seattle-based business law firm where she served on the board of directors and financial services team. Her practice focused on mergers and acquisitions, corporate governance and regulatory compliance.

(2) Mr. Deer joined Columbia Bank as Executive Vice President and Chief Financial Officer in April 2020 from Piper Sandler, where he was a Managing Director and Senior Research Analyst. Previously, he was a Managing Director in the equity research department of Sandler O’Neill + Partners, where he covered West Coast financial institutions since 2007.

(3) Ms. Dow joined Columbia Bank as Senior Vice President and Credit Administrator in April 2013, when Columbia acquired West Coast Bancorp, where she had served as Senior Vice President and Regional Credit Administrator & Credit Services Manager for fourteen years. Ms. Dow was promoted to the new position of Executive Vice President, Chief Risk Officer in March of 2018 where she manages the bank’s comprehensive risk management process to help position Columbia for future growth.

(4) Mr. Eid joined Columbia Bank as Senior Vice President and Chief Information Officer in March 2010. He was promoted to Executive Vice President and Chief Innovation and Technology Officer in January 2020 and served as Interim Chief Financial Officer in March-April 2020. Prior to joining Columbia, he was with Russell Investments, in Tacoma, Washington.

(5) Mr. Lawson joined Columbia Bank as an Executive Vice President and Director of Human Resources in July 2013. He became the Chief Human Resources Officer in October 2014. Mr. Lawson has over 30 years of human resources experience. Prior to joining Columbia Bank, he spent 11 years with Franciscan Health Systems where he oversaw more than six hospitals and a network of clinics and physicians in three counties with over 11,000 employees.

(6) Mr. McDonald joined Columbia Bank as an Executive Vice President and Chief Credit Officer in June 2004. Prior to joining Columbia Bank, Mr. McDonald was a Senior Vice President and Team Leader at US Bank. His experience in banking spans over 30 years and includes senior officer positions with US Bank and West One Bank, as well as managing US Bank’s Media & Telecommunications group and South Puget Sound Commercial Banking group.

(7) Mr. Merrywell joined Columbia Bank in October 2012 as Director of Wealth Management and was promoted to EVP Chief Consumer Banking Officer in February 2017. He was then named to the Executive Management Team in January 2020 with his promotion to EVP Chief Operating Officer.

(8) Mr. Moore Devine joined Columbia Bank in 2007 in the Marketing Department. He was promoted to Director of Marketing in March 2011 and was named to the Executive Management Team in January 2020 with his promotion to Executive Vice President and Chief Marketing and Experience Officer.

45 2021 Proxy Statement

STOCK OWNERSHIP

Beneficial Ownership of Directors and Executive Officers

The following table shows, as of March 17, 2021, the amount of Columbia common stock directly owned (unless otherwise indicated) by (a) each director and director nominee; (b) the executive officers named in the Summary Compensation Table above; and (c) all of our directors and executive officers (including those not named in the Summary Compensation Table) as a group. Except as otherwise noted, we believe that the beneficial owners of the shares listed below, based on information furnished by such owners, have or share with a spouse voting and/or investment power with respect to the shares. Beneficial ownership is determined under the rules of the SEC.

Name		Position	Number		Percentage
Craig D. Eerkes		Chair of the Board	16,864	(1)	*
Clint E. Stein		Director, President and Chief Executive Officer	40,245	(2)	*
Laura Alvarez Schrag		Director	829	(3)	*
Kumi Y. Baruffi		Executive Vice President, General Counsel	24,844	(4)	*
Aaron J. Deer		Executive Vice President, Chief Financial Officer	6,371		*
Eric J. Eid		Executive Vice President, former Interim Chief Financial Officer, Chief Digital and Technology Officer	22,900	(5)	*
Ford Elsaesser		Director	43,656	(6)	*
Mark A. Finkelstein		Director	12,233	(6)	*
Eric S. Forrest		Director	12,005	(7)	*
Thomas M. Hulbert		Director	57,248	(6)	*
Michelle M. Lantow		Director	19,733	(6)	*
Randal L. Lund		Director	8,066	(6)	*
Tracy Mack-Askew		Director	829	(3)	*
Andrew L. McDonald		Executive Vice President, Chief Credit Officer	46,062	(8)	*
Christopher M. Merrywell		Executive Vice President, Chief Operating Officer	9,502	(9)	*
S. Mae Fujita Numata		Director	19,058	(10)	*
Elizabeth W. Seaton		Director	14,233	(6)	*
Janine T. Terrano		Director	7,067	(6)	*
All directors and executive officers as a group (21 persons)			410,505		0.57%
*	Represents less than 1% of outstanding common stock.

(1) Includes 2,640 unvested time-based restricted shares for which Mr. Eerkes has voting but not investment power and 4,631 shares held in a joint account with his wife.

(2) Includes 4,124 vested performance shares, which were calculated and approved by the Personnel and Compensation Committee of the Columbia Board in February 2021, 6,230 unvested time-based restricted shares, and 6,855 unvested performance-based restricted shares, the maximum amount of performance-based shares that Mr. Stein is eligible to receive, which are subject to final calculation and approval by the Personnel and Compensation Committee. Mr. Stein has voting but not investment power for his unvested restricted shares.

(3) Comprised of 829 unvested time-based restricted shares for which the director has voting but not investment power.

(4) Includes 2,360 vested performance shares which were calculated and approved by the Personnel and Compensation Committee of the Columbia Board in February 2021, 3,534 unvested time-based restricted shares, and 3,870 unvested performance-based restricted shares, the maximum amount of performance-based shares that Ms. Baruffi is eligible to receive, which are subject to final calculation and approval by the Personnel and Compensation Committee. Ms. Baruffi has voting but not investment power for her unvested restricted shares.

(5) Includes 3,434 unvested time-based restricted shares and 2,910 unvested performance-based restricted shares, the maximum amount of performance-based shares that Mr. Eid is eligible to receive, which are subject to final calculation and approval by the Personnel and Compensation Committee. Mr. Eid has voting but not investment power for his unvested restricted shares.

(6) Includes 2,640 unvested time-based restricted shares for which the director has voting but not investment power.

2021 Proxy Statement 46

(7) Includes 2,640 unvested time-based restricted shares for Mr. Forrest has voting but not investment power and 933 shares held in a joint account with his wife.

(8) Includes 2,746 vested performance shares, which were calculated and approved by the Personnel and Compensation Committee of the Columbia Board in February 2021, 10,089 unvested time-based restricted shares, and 4,485 unvested performance-based restricted shares, the maximum amount of performance-based shares that Mr. McDonald is eligible to receive, which are subject to final calculation and approval by the Personnel and Compensation Committee. Mr. McDonald has voting but not investment power for his unvested restricted shares.

(9) Includes 3,638 unvested time-based restricted shares and 2,940 unvested performance-based restricted shares, the maximum amount of performance-based shares that Mr. Merrywell is eligible to receive, which are subject to final calculation and approval by the Personnel and Compensation Committee. Mr. Merrywell has voting but not investment power for his unvested restricted shares.

(10) Includes 2,640 unvested time-based restricted shares for which Ms. Numata has voting but not investment power, and 825 shares held jointly with spouse.

Beneficial Owners of More Than Five Percent

As of March 17, 2021 (except as otherwise noted), the shareholders identified in the table below beneficially owned more than 5% of the outstanding Columbia shares. To the Company’s knowledge, based on the public filings which beneficial owners of more than 5% of the outstanding shares of Columbia common shares are required to make with the SEC, there are no other beneficial owners of more than 5% of the outstanding Columbia common shares as of March 17, 2021. The percentage ownership data is based on 71,780,121 Columbia common shares outstanding as of March 17, 2021.

Name and Address	Number of Shares (1)	Percentage
Blackrock, Inc. (2)	10,548,030	14.69	%
55 East 52nd Street
New York, NY 10055
The Vanguard Group, Inc. (3)	7,529,642	10.49	%
100 Vanguard Blvd.
Malvern, PA 19355
T Rowe Price (4)	4,760,477	6.63	%
100 East Pratt St.
Baltimore, MD 21202

(1) Pursuant to rules promulgated by the SEC, a person or entity is considered to beneficially own shares of common stock if the person or entity has or shares (i) voting power, meaning the power to vote or direct the voting of the shares, or (ii) investment power, meaning the power to dispose of or direct the disposition of the shares.

(2) An amended Schedule 13G filed with the SEC on January 26, 2021 indicates that BlackRock, Inc. had sole voting power over 10,427,975 shares and sole dispositive power over 10,548,030 shares. Various persons had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Columbia common shares. No one person’s interest in the Columbia common shares was more than five percent of the total outstanding Columbia common shares.

(3) An amended Schedule 13G filed with the SEC on February 10, 2021 indicates that The Vanguard Group, Inc. had sole voting power over 0 shares, shared voting power over 70,547 shares, sole dispositive power over 7,401,891 shares and shared dispositive power over 127,751 shares.

(4) A Schedule 13G filed with the SEC on February 16, 2021 indicates that T. Rowe Price Associates, Inc. had sole voting power over 1,445,494 shares and sole dispositive power over 4,760,477 shares.

47 2021 Proxy Statement

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees Paid to Independent Registered Public Accounting Firm

The following table sets forth the aggregate fees charged to Columbia by Deloitte for audit services rendered in connection with the audited consolidated financial statements and reports for the 2020 and 2019 fiscal years and for other services rendered during the 2020 and 2019 fiscal years.

Fee Category	Fiscal 2020		% of Total		Fiscal 2019		% of Total
Audit Fees	$	1,477,500	90.7	%	$	1,602,625	92.1	%
Tax Fees	146,206		9.0	%	132,654		7.6	%
All Other Fees	4,177		0.3	%	4,177		0.3	%
Total Fees	$	1,627,883	100	%	$	1,739,456	100	%

Audit Fees. Consists of fees billed to Columbia for professional services rendered by Deloitte in connection with the audit of our financial statements included in Columbia’s Form 10-K, review of financial statements included in Columbia’s Form 10-Qs, or services to Columbia in connection with statutory or regulatory filings or engagements, including consents.

Tax Fees. Consists of tax compliance, tax advice, and tax consulting services.

All Other Fees. Consists of accounting research subscriptions.

In considering the nature of the services provided by Deloitte, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with Deloitte and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement Sarbanes-Oxley, as well as the American Institute of Certified Public Accountants.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The services performed by Deloitte in 2020 and 2019 were pre-approved in accordance with the pre-approval policy outlined in the Audit Committee’s adopted Charter. The policy specifies that pre-approval of all permissible auditing and non-auditing services to be provided by the Company’s independent auditors is the sole responsibility of the Audit Committee. Prior to commencing such services, pre-approval is required by the Audit Committee or as delegated to the Audit Committee Chair by the Committee.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board makes the following report, which notwithstanding anything to the contrary set forth in any of Columbia’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, will not be incorporated by reference into any such filings and will not otherwise be deemed to be proxy soliciting materials or to be filed under such Acts.

The Audit Committee consists of the directors listed below. The Board has determined that the membership of the Audit Committee meets the independence requirements as defined under Nasdaq listing standards.

The Audit Committee is governed by a charter. A copy of the charter is available in the “About - Investor Relations - Overview - Governance Documents” section of our website at www.columbiabank.com. The charter was last amended effective July 30, 2020. The Audit Committee held eight meetings during fiscal year 2020.

Management has the responsibility for the preparation of the financial statements and the reporting process, including the systems of internal controls. The independent auditors are responsible for auditing the Company’s financial statements, expressing an opinion as to their conformity with generally accepted accounting principles and annually auditing the Company’s internal control over financial reporting. The Audit Committee is responsible for overseeing Columbia’s financial reporting processes on behalf of the Board. With respect to fiscal year 2020, the Audit Committee has:

1)       reviewed and discussed the audited financial statements with management, and management represented to the Audit Committee that Columbia’s consolidated financial statements were prepared in accordance with generally accepted accounting principles;

(2)       discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

2021 Proxy Statement 48

(3)       received from Deloitte the written communications required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Deloitte that firm’s independence;

(4)       discussed with Columbia’s internal and independent accountants the overall scope and plans for their respective audits; and

(5)       met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of Columbia’s internal controls, and the overall quality of Columbia’s financial reporting.

The members of the Audit Committee are not full-time employees of the Company and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent accountants. Accordingly, the Audit Committee’s considerations and discussions referred to above do not assure that the audits of the Company’s financial statements and internal control over financial reporting have been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Company’s auditors are in fact “independent.”

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance and independence of the Company’s independent auditor and determines whether to re-engage the current independent auditor. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ capabilities and the auditors’ technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has retained Deloitte as the Company’s independent auditor for 2021. Deloitte has been the independent auditor for the Company since 1997.

The members of the Audit Committee and the Board believe that, due to Deloitte’s knowledge of the Company and its industry, it is in the best interests of the Company and its shareholders to continue retention of Deloitte to serve as the Company’s independent auditor. Although the Audit Committee has sole authority to appoint the independent auditor, the Audit Committee will continue to recommend that the Board ask the shareholders, at the Annual Meeting, to ratify the appointment of the independent auditors.

Based on the review and discussions referred to in items (1) through (5) above, the Audit Committee has recommended to the Board that the audited financial statements be included in Columbia’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

Audit Committee Members

Randal L. Lund, Chair

Ford Elsaesser

Thomas M. Hulbert

Michelle M. Lantow

Tracy Mack-Askew

S. Mae Fujita Numata

Janine T. Terrano

49 2021 Proxy Statement

PROPOSAL NO. 3

ADVISORY (NON-BINDING) VOTE ON APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Deloitte currently serves as our independent registered public accounting firm, and that firm conducted the audits of our financial statements since the fiscal year ended December 31, 1997. The Audit Committee has appointed Deloitte to serve as the Company’s independent registered public accounting firm to conduct an audit of the financial statements for fiscal year 2020.

Appointment of the Company’s independent registered public accounting firm is not required to be submitted to a vote of our shareholders for approval or ratification. However, upon the recommendation of the Audit Committee, the Board has determined to submit the selection of auditors to our shareholders for an advisory (non- binding) vote. In the event our shareholders do not vote for the appointment, the Audit Committee may reconsider whether to retain Deloitte, and may retain Deloitte or another firm without re-submitting the matter to our shareholders. Even if the appointment is approved, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the Company’s and its shareholders’ best interest.

Representatives of Deloitte are expected to be present virtually at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that they will be available to respond to appropriate questions.

The Board unanimously recommends that you vote “FOR” the appointment of Deloitte to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions between Columbia or its affiliates and related persons (including directors and executive officers of Columbia and Columbia Bank, or their immediate family) must generally be approved by the Audit Committee, in accordance with the policies and procedures set forth in the Related Party Transaction Policy adopted by the Board. Under the Related Party Transaction Policy, a transaction with a “related person” will be consummated only if the Audit Committee, or a majority of the disinterested independent members of the Board, approves or ratifies such transaction in accordance with the guidelines set forth in the policy and if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.

During 2020, certain directors and executive officers of Columbia and Columbia Bank, and their immediate family members, were customers of Columbia Bank, and it is anticipated that such individuals will continue to be customers of Columbia Bank in the future. All transactions between Columbia Bank and its executive officers and directors, and their associates, were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company, and, in the opinion of management, did not involve more than the normal risk of collectability or present other unfavorable features.

2021 Proxy Statement 50

ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K

Columbia’s 2019 Annual Report and Form 10-K for the year ended December 31, 2020 (which is not a part of Columbia’s proxy soliciting materials) have been filed with the SEC and are also available on our website. Copies of the 2020 Annual Report and Form 10-K will be furnished to shareholders upon request to:

Investor Relations

P. O. Box 2156, MS 3100

Tacoma, WA 98401-2156

Email: investorrelations@columbiabank.com

(253) 471-4065

Delivery of Documents to Shareholders Sharing an Address

In some cases, only one copy of the proxy statement or Notice, as applicable, is being delivered to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. We will deliver promptly, upon written or oral request, a separate copy of the proxy statement or Notice, as applicable, to a shareholder at a shared address to which a single copy of the document was delivered. To request a separate delivery of these materials now or in the future, a shareholder may submit a written or oral request to the Corporate Secretary at the address and number written above. Additionally, any shareholders who are presently sharing an address and receiving multiple copies of the proxy statement, annual reports or the Notice and who would rather receive a single copy of such materials may instruct us accordingly by directing their request to us in the manner provided above.

QUESTIONS AND ANSWERS ABOUT VOTING AND THE MEETING

Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?

Instead of mailing a printed copy of our proxy materials to each shareholder of record, the SEC permits us to furnish proxy materials to our shareholders over the Internet. If you received the Notice by mail, you will not receive a printed copy of the proxy materials. Instead, the Notice will instruct you as to how you may access and review the proxy materials and submit your vote via the Internet. If you received the Notice by mail and would like to receive a printed copy of the proxy materials, please follow the instructions included in the Notice for requesting such materials.

We mailed the Notice on April 12, 2021 to all shareholders entitled to vote at the Annual Meeting. As of the date of mailing of the Notice, all shareholders and beneficial owners have the ability to access all of our proxy materials on a website referred to in the Notice. These proxy materials are available free of charge.

What is being voted on at the Annual Meeting?

At the Annual Meeting you will be asked to vote on:

• the election of 13 nominees to serve on the Board until the 2022 Annual Meeting of Shareholders or until their successors have been elected and have qualified;

• the approval, on an advisory basis (non-binding), of the compensation of Columbia’s named executive officers; and

• the approval, on an advisory basis (non-binding), of the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

Who is entitled to vote?

Only shareholders who owned Columbia common stock, either directly or beneficially, as of the close of business on the Record Date are entitled to receive notice of the Annual Meeting and to vote the shares that they held on that date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting.

How do I vote?

At the Virtual Meeting. Shares held in your name as the shareholder of record may be voted by you online at the Annual Meeting at www.virtualshareholdermeeting.com/COLB2021. Shares held beneficially in “street name” may be voted by you online at the Annual Meeting only if you obtain a legal proxy from the broker or other agent that holds your shares, giving you the right to vote the shares. Have the legal proxy available when you access the virtual meeting web page. If you experience any technical difficulties during the check-in process or during the meeting, please call (844) 976-0738 (U.S.) or (303) 562-9301 (International) for assistance

By Mail. Shareholders who ask for and receive a paper proxy card may vote by mail and should complete, sign and date their proxy card and mail it in the pre-addressed envelope that will accompany the delivery of the paper proxy card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted.

51 2021 Proxy Statement

By Internet before the meeting. For shares registered in your name, you may go to http://www.proxyvote.com to transmit a proxy to vote your shares by means of the Internet. You will be required to provide our number and the control number, both of which are contained on the Notice or the proxy card, as applicable. You will then be asked to complete an electronic proxy card. The votes represented by such proxy will be generated on the computer screen, and you will be prompted to submit or revise them as desired. We must receive votes submitted before the Meeting via the Internet by 11:59 p.m. ET on May 25, 2021.

By Telephone. You may grant a proxy to vote your shares by telephone. The telephone voting procedures are designed to authenticate your identity, to allow you to grant a proxy to vote your shares, and to confirm that your instructions have been recorded properly. To vote by telephone, call 1-800-690-6903 by 11:59 p.m. ET on May 25, 2021. Please see the instructions on the Notice or the proxy card, as applicable.

For shares registered in the name of a broker or bank. Most beneficial owners, whose stock is held in “street name,” receive instructions for granting proxies from their banks, brokers or other agents, rather than a proxy card. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and as the beneficial owner, you have the right to direct your broker on how to vote.

A number of brokers and banks are participating in a program provided through Broadridge Financial Solutions Inc. that offers the means to grant proxies to vote shares over the telephone and Internet. If your shares are held in an account with a broker or bank participating in the Broadridge program, you may grant a proxy to vote those shares by calling the telephone number or visiting the website shown on the instruction form received from your broker or bank. 

Can I revoke my proxy and/or change my vote?

Yes. You may revoke your proxy and change your vote at any time before the proxy is exercised by filing with Columbia’s Secretary a notice of revocation, voting again by Internet or telephone (only your last Internet or telephone proxy submitted prior to the meeting will be counted), signing and returning a new proxy card with a later date, obtaining a legal proxy from the broker or other agent that holds your shares, or attending the virtual Annual Meeting and voting online. The powers of the proxy holders will be suspended if you attend the Annual Meeting and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What are the Board’s recommendations?

The Board recommends a vote (i) FOR the election of the director nominees listed in this proxy statement, (ii) FOR the approval, on an advisory basis (non-binding), of the compensation of Columbia’s named executive officers, and, (iii) FOR the approval, on an advisory basis (non-binding), of Deloitte as the independent registered public accounting firm for the fiscal year 2021.

If you indicate when voting by Internet or by telephone that you wish to vote as recommended by the Board, or if you sign and return a proxy card without specific instructions as to how to vote, Craig D. Eerkes and Clint Stein, as the persons named as proxy holders on the proxy card, will vote as recommended by the Board of Directors. If any other matters are considered at the meeting, Mr. Eerkes and Mr. Stein will vote as recommended by the Board. If the Board does not give a recommendation, Mr. Eerkes and Mr. Stein will have discretion to vote as they think best. 

Will my shares be voted if I do not vote by using the Internet, by telephone or by signing and returning my proxy card?

If your shares are registered in your name and you do not vote by using the Internet, by telephone or by returning a signed proxy card or do not vote online at the Annual Meeting, your shares will not be voted.

If your shares are held in “street name” and you do not submit voting instructions to your broker, your broker may vote your shares at this meeting on the advisory (non-binding) approval of the appointment of the independent registered public accounting firm only. If no instructions are given with respect to the election of directors or the approval, on an advisory basis (non-binding), of the compensation of Columbia’s named executive officers your broker cannot vote your shares on these proposals.

How many votes are needed to hold the Annual Meeting?

A majority of Columbia’s outstanding shares as of the Record Date (a quorum) must be present at the Annual Meeting in order to hold the meeting and conduct business. Shares are counted as present at the meeting if a shareholder is present and votes online at the virtual meeting or has properly submitted a proxy card. As of the Record Date for the Annual Meeting, 71,739,143 shares of Columbia common stock were outstanding and eligible to vote. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to a matter on which the broker has expressly not voted. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the beneficial owner and (ii) the broker lacks discretionary voting power to vote such shares.

2021 Proxy Statement 52

What vote is required to elect directors?

In an uncontested election, a nominee for election to a position on the Board will be elected as a director if the votes cast For the nominee exceed the votes cast Against the nominee (known as majority voting). The term of any director who does not receive a majority of votes cast in an election held under that standard terminates on the earliest to occur of: (i) 90 days after the date election results are certified; (ii) the date the director resigns; and (iii) the date the Board fills the position. Our Bylaws provide that an election is considered “contested,” and will be held under a plurality standard, if there are shareholder nominees for director pursuant to the advance notice provision in Section 1.17 of our Bylaws who are not withdrawn by the advance notice deadline set forth in that section. You may vote For, Against, or Abstain from voting for the listed nominees. The following will not be votes cast and will have no effect on the election of any director nominee: (i) a share whose ballot is marked as abstain; (ii) a share otherwise present at the meeting but for which there is an abstention; and (iii) a share otherwise present at the meeting as to which a shareholder gives no authority or direction. Shareholders may not cumulate their votes in the election of directors. 

What vote is required to approve the advisory (non-binding) resolution on the compensation of Columbia’s executive officers?

The affirmative vote For by a majority of those shares present online or by proxy and voting on this matter is required on the advisory (non-binding) resolution on the compensation of Columbia’s named executive officers. You may vote For, Against or Abstain from approving the advisory (non-binding) resolution to approve named executive officer compensation. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

What vote is required to approve the advisory (non-binding) proposal on the appointment of the independent registered public accountants?

The proposal to approve, on an advisory basis (non-binding), the appointment of Deloitte as Columbia’s independent registered public accounting firm will be adopted if a majority of the votes present online or by proxy and voting on this matter are cast For the proposal. You may vote For, Against or Abstain from approving the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

Can I vote on other matters?

We have not received timely notice of any shareholder proposals to be considered at the Annual Meeting, and the Board does not know of any other matters to be brought before the Annual Meeting.

Who is soliciting my proxy and who is paying the cost of solicitation?

The Board is soliciting proxies for use at the 2021 Annual Meeting. Certain directors, officers and employees of Columbia and its banking subsidiary, Columbia State Bank, or its trust company subsidiary, Columbia Trust Company, may solicit proxies by mail, telephone, facsimile, or in person.

We will pay for the costs of solicitation. We do not expect to pay any compensation for the solicitation of proxies, except to brokers, nominees and similar record holders for reasonable expenses in mailing proxy materials to beneficial owners of our common stock. However, management may, if it determines it necessary to obtain the requisite shareholder vote, retain the services of a proxy solicitation firm.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by visiting our website at www.columbiabank.com, the SEC’s website at www.sec.gov, or by writing to: Columbia Banking System, Inc., Attention: Corporate Secretary, 1301 “A” Street, Tacoma, Washington, 98402-4200.

When are proposals and director nominations for the 2022 Annual Meeting due?

In order to be considered for inclusion in our proxy statement and proxy card, proposals by shareholders to transact business at Columbia’s 2022 Annual Meeting must be delivered to Columbia’s Secretary no later than December 14, 2021 and should contain such information as is required under our Bylaws. Such proposals will also need to comply with the SEC’s regulations regarding the inclusion of shareholder proposals in Columbia-sponsored proxy materials. In order for a shareholder proposal to be raised from the floor during next year’s annual meeting, or for a shareholder to nominate a person or persons for a director, written notice must be received by us no earlier than the 150th day and no later than the 120th day prior to the first anniversary of the 2021 Annual Meeting (meaning no earlier than December 27, 2021, and no later than January 26, 2022), and should contain such information as required under our Bylaws. However, if the date of the 2022 Annual Meeting is more than 30 days before or more than 60 days after the anniversary of the 2021 Annual Meeting, notice must be delivered no earlier than the 150th day and no later than the 120th day prior to the date of the 2022 Annual Meeting or, if the first public announcement of

53 2021 Proxy Statement

the 2022 Annual Meeting date is less than 10 days before the meeting date, notice must be delivered no later than the 10th day following the date of the Company’s first public announcement of the 2022 Annual Meeting date.

To be in proper form, a shareholder’s notice must include the specified information concerning the proposal or director nominee as described in our Bylaws. The Company will not consider any proposal or nomination that is not timely or otherwise does not meet the Bylaw and SEC requirements for submitting a proposal or nomination.

Notice of intention to present proposals at the 2022 Annual Meeting, or to obtain a copy of the detailed procedures regarding notice requirements for proposals or director nominations, should be directed to Columbia’s Corporate Secretary, 1301 “A” Street, Tacoma, Washington 98402.

WE URGE YOU TO VOTE VIA THE INTERNET OR TELEPHONE ACCORDING TO THE INSTRUCTIONS ON THE NOTICE OR REQUEST A PROXY CARD AND SIGN AND RETURN IT WHEN RECEIVED AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING. IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY THEN WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.

2021 Proxy Statement 54

Appendix A

Non-GAAP Financial Measures

The Company considers its operating noninterest expense and its ratio to average assets to be important measurements as they more closely reflect the ongoing operating leverage of the Company. Additionally, presentation of this measure and ratio allows readers to compare certain aspects of the Company’s noninterest expense to other organizations. Despite the importance of these measures to the Company, there are no standardized definitions for them and, as a result, the Company’s calculations may not be comparable with other organizations. The Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

The following table reconciles the Company’s calculation of pre-tax, pre-provision income:

	Twelve Months Ended December 31,
Pre-tax, pre-provision income:	2020		2019
	($ in thousands)
Pre-tax income	$	192,392	$	241,611
Provision for credit losses		77,700		3,493
Pre-tax, pre-provision income	$	270,092	$	245,104

The following tables reconcile the Company’s calculation of the operating noninterest expense and its ratio to average assets. For 2020, the annual incentive plan definition changed to exclude the difference between actual and budgeted provision for unfunded loan commitments.

	Twelve Months Ended December 31,
	2020			2019
	($ in thousands)
Noninterest expense (numerator A)	$	334,519		$	345,482
Adjustments to arrive at operating noninterest expense:
Acquisition-related expenses		—			—
Provision for unfunded loan commitments		(3,300	)		N/A
Budgeted provision for unfunded loan commitments		—			N/A
Net benefit of operation of OREO		315			692
Operating noninterest expense (numerator B)	$	331,534		$	346,174
Average assets (denominator)	$	15,401,219		$	13,341,024
Noninterest expense to average assets (numerator A / denominator)		2.17	%		2.59	%
Operating noninterest expense to average assets (numerator B / denominator)		2.15	%		2.59	%

The Company also considers its core pre-tax return, its ratio to average assets and average tangible common equity, as well as its ratio of average nonperforming assets to period end total loans & OREO to be important measurements as they more closely reflect the ongoing operating leverage of the Company. Additionally, presentation of these measures and ratios allow readers to compare certain aspects of the Company’s pre-tax return to other organizations. Despite the importance of these measures to the Company, there are no standardized definitions for them and, as a result, the Company’s calculations may not be comparable with other organizations. The Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

A-1 2021 Proxy Statement

The following table reconciles the Company’s calculation of the core pre-tax return on average assets. For 2020, the annual incentive plan definition changed to exclude the difference between the actual provision for credit losses and the budgeted provision for credit losses as well as the difference between the actual provision for unfunded loan commitments and the budgeted provision for unfunded loan commitments:

	Twelve Months Ended December 31,
	2020			2019
	($ in thousands)
Income before income taxes	$	192,392		$	241,611
Adjustments to arrive at core pre-tax income:
Provision for credit losses		77,700			N/A
Budgeted provision for credit losses		(12,597	)		N/A
Provision for unfunded loan commitments		3,300			N/A
Budgeted provision for unfunded loan commitments		—			N/A
Acquisition-related expenses		—			—
Gain on sale-leaseback		—			(5,926	)
Core pre-tax income (numerator)	$	260,795		$	235,685
Average assets (denominator)	$	15,401,219		$	13,341,024
Core pre-tax return on average assets (numerator / denominator)		1.69	%		1.77	%

The following table reconciles the Company’s calculation of the core pre-tax return on average tangible common equity. For 2020, the annual incentive plan definition changed to exclude the difference between the actual provision for credit losses and the budgeted provision for credit losses as well as the difference between the actual provision for unfunded loan commitments and the budgeted provision for unfunded loan commitments:

	Twelve Months Ended December 31,
	2020			2019
	($ in thousands)
Income before taxes	$	192,392		$	241,611
Adjustments to arrive at core pre-tax income:
Provision for credit losses		77,700			N/A
Budgeted provision for credit losses		(12,597	)		N/A
Provision for unfunded loan commitments		3,300			N/A
Budgeted provision for unfunded loan commitments		—			N/A
Amortization of intangibles		8,724			10,479
Acquisition-related expenses		—			—
Gain on sale-leaseback		—			(5,926	)
Core pre-tax income (numerator)	$	269,519		$	246,164
Average shareholders’ equity	$	2,263,276		$	2,116,642
Average intangibles		(796,762	)		(806,358	)
Average tangible common equity (denominator)	$	1,466,514		$	1,310,284
Core pre-tax return on average tangible common equity (numerator / denominator)		18.38	%		18.79	%

2021 Proxy Statement A-2

The following table reconciles the Company’s calculation of the ratio of average nonperforming assets to period end total loans, OREO and OPPO:

	December 31, 2020			September 30, 2020			June 30, 2020			March 31, 2020
	($ in thousands)
Nonperforming assets (numerator)	$	35,359		$	47,854		$	54,479		$	48,157
Loans, net of unearned income		9,427,660			9,688,947			9,771,898			8,933,321
OREO and OPPO		553			623			747			510
Loans, OREO and OPPO (denominator)	$	9,428,213		$	9,689,570		$	9,772,645		$	8,933,831
Nonperforming assets to total loans, OREO and OPPO (numerator / denominator)		0.38	%		0.49	%		0.56	%		0.54	%

	2020 Four Quarter Average
Nonperforming assets to total loans, OREO and OPPO - four quarter average		0.49	%

A-3 2021 Proxy Statement