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, 2021 (the “2021 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.

The meeting will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/COLB2022 at 10:00 a.m. Pacific time on Wednesday, April 27, 2022.

The Board set March 2, 2022 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 78,706,184 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 2021 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 online. The Notice will also instruct you as to how you may access your proxy card to vote your shares by telephone or online. 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 March 15, 2022.

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 48.

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 12 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 2023 Annual Meeting or until their successors are elected.

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. As a result, Mr. Hulbert, who has served as a director since 1999, has not been nominated for election at the annual meeting.

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.

The Board believes that diversity with respect to experience, gender, race, age and other characteristics is important to bring varying perspectives and breadth of experience to its membership. The following charts illustrate the age, gender, race and tenure of the 12 nominees standing for election at the annual meeting.

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.

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

On October 11, 2021, we entered into an agreement and plan of merger to combine with Umpqua Holdings Corporation (“Umpqua”). As described in the joint proxy statement/prospectus filed with the SEC relating to the combination, the agreement provides that, upon consummation of the merger, we will expand the size of our Board to 14 directors. Seven of the directors of the combined company will be former members of the Umpqua board of directors, and the remaining seven will be members of the Columbia Board. The transaction is expected to close in mid-2022. Certain information regarding the composition of the combined company’s board of directors and governance is contained in this proxy statement under the heading “Pending Combination with Umpqua Holdings Corporation.”

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:

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.

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.

Upon the recommendation of the Corporate Governance and Nominating Committee in 2020, a search was undertaken 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 racial composition of the Board. In keeping with the

Company’s commitment to community-based directors, the Committee focused 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.

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 professional experience and skills relevant to the Company, gender, race, and age. 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 “Questions and Answers About Voting and The Meeting—When are proposals and director nominations for the 2023 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, under the caption “Election of Directors,” 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. An aggregate view of the key skills and experience of the Board nominees is as follows:

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 through the Corporate Risk Committee, a management committee that includes all of the executive officers of Columbia. In 2021, the working group continued its mission 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).

During the second quarter of 2021, Columbia launched an ESG micro-site at investors.columbiabank.com, dedicated to reporting ESG matters, including quarterly updates. 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.

As of December 31, 2021 the Company employed 2,260 full and part-time employees. None of these employees are represented by a collective bargaining agreement. During fiscal year 2021, we hired 565 employees. Our voluntary rolling annualized turnover rate was 28.77% in 2021, which compares to 18.3% in 2020. As of December 31, 2021, the population of our workforce was distributed as follows:

All employees of Columbia and its subsidiaries are responsible for reading and understanding Columbia’s Code of Conduct and Business Ethics (COCBE). Annually, each employee is expected to read the COCBE and to certify that the employee is in compliance and is aware of no non-compliance with the Code. Among other things, the COCBE addresses confidentiality of information, the prohibition of, among other things, harassment, discrimination or bribery, and provides processes for the confidential reporting of general and ethical concerns internally and using our third-party service EthicsPoint. You can access our COCBE, as well as the following documents, in the “About—Investor Relations—ESG—ESG Library” 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:

In addition, 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 for Senior Financial Officers, as well as the following documents, in the “About—Investor Relations— Overview—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:

In 2021, the Personnel and Compensation Committee initially consisted of Ms. Lantow (Chair), Mr. Eerkes, Ms. Alvarez Schrag, Mr. Finkelstein, Mr. Forrest, Mr. Hulbert and Ms. Numata. Following the annual meeting of shareholders in May 2021, Ms. Seaton was appointed to, and Mr. Finkelstein and Mr. Forrest ceased serving on, the Personnel and Compensation Committee. During 2021, 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.”

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:

The Board met 15 times during 2021. 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 2021, the independent directors held six meetings without management present.

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.

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.

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

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. Columbia is continually enhancing its cybersecurity capabilities, including through multi-factor authentication, ongoing testing and annual training for all employees.

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.

Since the 2019 annual shareholder meeting, director compensation has remained unchanged. For the 2021-2022 Board service year, non-employee directors received a $47,000 annual cash retainer and a $70,000 annual equity grant of restricted stock awards. Non-employee directors also receive cash retainers for service on the Board’s standing committees and for serving as Chair of any such committees.

Cash compensation for the 2021-2022 Board service year is set forth below.

In 2021, non-employee directors received an annual equity grant of approximately $70,000, payable in restricted stock awards pursuant to our 2018 Equity Incentive 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 Incentive Plan; or (c) a “change in control” as defined in the 2018 Equity Incentive Plan.

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 and a select group of senior management and key employees. 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.

The Company’s Stock Ownership Policy requires non-employee directors to hold shares equal in value to five times the annual Board cash retainer. As of year-end 2021, all non-employee directors satisfied the Stock Ownership Policy requirements other than Ms. Alvarez Schrag and Ms. Mack-Askew, both of whom joined the Board in 2021. See “Stock Ownership Guidelines” 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.

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 2021 10-K Annual Report.

The following is a discussion and analysis of our compensation program and compensation decisions with respect to our Named Executive Officers (referred to as our “Named Executive” or “NEOs”) who served during the fiscal year ended December 31, 2021. Our NEOs for 2021 are set forth below:

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:

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

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

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 2021, 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.

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 2021 target compensation levels for the NEOs, the Company continued to use the results from a comprehensive market analysis conducted by Pearl Meyer in 2019. The 2019-2020 peer group consisted of the following 22 bank holding companies:

In 2021, the Committee conducted an in-depth review of the above peer group with the support of Pearl Meyer to identify any appropriate changes to the peer group. The Committee, after consulting with Pearl Meyer, approved changes to the peer group, which is being used to set target compensation levels for 2022. The new peer group approved by the Committee consists of the following 19 bank holding companies and reflects the removal of BancorpSouth, Inc., Cadence Bancorporation, First Midwest Bancorp, Inc. and Old National Bancorp due to announced merger transactions:

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

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.

The table below shows the 2021 total target direct compensation opportunities for our NEOs in the roles in which they served in 2021. The Committee focuses on target direct compensation as shown below in making annual compensation decisions.

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. Effective February 28, 2021, the Committee approved an adjustment to the base salary of Messrs. Stein, Deer, Eid, Merrywell and McDonald of 4.00%, 5.19%, 4.62%, 8.24% and 3.75%, respectively, which adjustments were a combination of annual merit base and market adjustment.

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 2021 Annual Incentive Plan provided our NEOs the opportunity to earn a performance-based annual cash bonus. In early 2021, the Committee approved the target award opportunities below for each of the NEOs (expressed as a percentage of base salary). The lower target award opportunity for Mr. McDonald is a result of the Committee’s decision to take into account his SERP entitlements when setting such target opportunities. Mr. McDonald’s SERP entitlements are discussed in further detail under “Post Employment and Termination Benefits-Legacy Supplemental Executive Retirement Plan.”

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 (15% of award) performance.

For the 2021 Annual Incentive Plan, the Committee approved the following corporate performance measures:

Total assets rose 26% to $20.9 billion. This was the second consecutive year of outsized balance sheet growth driven by strong deposit inflows gathered via the Company’s relationship banking approach. As a result, average assets increased 20% year-over-year, significantly outpacing peer banks. The larger balance sheet weighed on our ROAA, but the deposits generated will provide a strong source of loan funding going forward.

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

After considering each NEO’s performance in 2021, 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: 150% for Messrs. Stein, Deer, Eid and Merrywell and 125% for Mr. McDonald.

Based on the 2021 corporate financial and individual performance results and decisions described above, the Committee approved final annual incentive award payouts to the NEOs for 2021 as follows:

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 units (“Performance Stock Units”) or, prior to 2020, performance-based restricted stock awards (“Performance Shares”), that in each case are earned over a three-year performance period and (ii) time-based restricted stock units (“Restricted Stock Units”), or prior to 2020, time-based restricted stock awards (“Restricted Stock”), 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.

In 2021, 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 TSR compared to the KRX and our ROAA compared to the 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.

For 2021, Performance Stock Units are earned and vest based on achievement of the following performance goals for the period from January 1, 2021 through December 31, 2023, as established by the Committee:

The performance measures are calculated as follows:

For purposes of the performance measures, the peer banks will consist of all companies included in the KRX as of December 31, 2023.

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.

The target long-term equity incentive award opportunities that the Committee set in early 2021 under the 2021 Long-Term Incentive Plan, a subplan under the 2018 Plan, represented, in the aggregate, approximately 130% 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. The lower target long-term equity incentive award opportunity for Mr. McDonald is a result of the Committee’s decision to take into account Mr. McDonald’s SERP entitlements when setting such target opportunities. 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 approximately 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:

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

The Performance Shares granted in 2019 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, 2019 through December 31, 2021. In February 2022, the Committee reviewed the Company’s actual performance against the ROAA and TSR targets and determined that the awards would pay out at 62% of target. A summary of the Company’s performance as measured against the goals, and the resulting payout, is set forth below:

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. 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 the three-month LIBOR (the “London Interbank Offered Rate”) plus 3.58%.

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 24 months.

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 30 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, 18 months of continued health insurance benefits, 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.

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.

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 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.

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 Chief Financial Officer, Chief Operating Officer, Chief Credit Officer, Chief Marketing 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 31 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 2021, Messrs. Eid and McDonald were the only NEOs who met this criteria; the other NEOs were all new to their positions in 2020.

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:

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 trading 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. These individuals and entities are not subject to the Bank’s no-hedging policy discussed above.

Section 162(m) of the Internal Revenue Code generally imposes a $1 million limit on the amount a public company may deduct for compensation (including performance-based compensation) paid to the company’s “covered employees,” which includes our NEOs. The Committee considers the deductibility of the compensation paid to our NEOs as one of several factors in compensation decisions but 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.

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, Chief Financial Officer, and the three other most highly paid executive officers.

On October 11, 2021, we entered into an agreement and plan of merger to combine with Umpqua. For information regarding the amounts that could become payable to our NEOs if the combination is completed, please see our Current Report on Form 8-K, dated October 15, 2021, and the joint proxy statement/prospectus, dated December 3, 2021, relating to the combination, each as filed with the SEC.