colm-20240417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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COLUMBIA SPORTSWEAR COMPANY

(Name of Registrant as Specified In Its Charter)

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


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CO1666724 202 Annual Shareholder Proxy Cover.jpg

MESSAGE FROM OUR CHAIRMAN, PRESIDENT AND CEO

DEAR FELLOW SHAREHOLDERS:

I’m proud of what our global workforce was able to achieve in 2023, as we navigated a challenging environment. One of our top priorities throughout the year was executing an inventory management plan. I’m pleased to report that we exited the year with inventories down 27 percent compared to last year.

Overall, 2023 net sales increased 1 percent to $3.5 billion. In this muted growth environment, we experienced selling, general and administrative expense deleverage, and our operating margin performance was well short of my personal goal for the business.

To mitigate further erosion in profitability and to improve the efficiency our operations, we have implemented a multi-year profit improvement program. We are focused on four areas of cost reduction and realignment:

•Operational cost savings, including inventory management

•Organizational cost savings

•Operating model improvements

•Indirect, or non-inventory, spending

Our strong balance sheet enables us to take a thoughtful approach to this work, while still driving meaningful returns to shareholders.

I know we can do better and our short-term performance is not indicative of my long-term beliefs about the Company. Thank you for being with us on this journey.

Sincerely,




Timothy P. Boyle
Chairman, President and Chief Executive Officer


NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholders:

The Board of Directors of Columbia Sportswear Company, an Oregon corporation, cordially invites you to attend our 2024 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at 3:00 p.m. Pacific Time on Thursday, May 30, 2024. The Annual Meeting will only occur virtually at www.virtualshareholdermeeting.com/COLM2024, as authorized by our Board of Directors. There will be no physical location for shareholders to attend. You may notify the Company of your desire to participate in the meeting by logging into the online site in advance of the meeting. Log-in will begin at 2:45 p.m. Pacific Time. To participate in the Annual Meeting, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials.

The purpose of the meeting is:

1.To elect ten directors;

2.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024;

3.To approve, by non-binding vote, executive compensation; and

4.To act upon any other matters that may properly come before the meeting.

Only shareholders of record at the close of business on March 26, 2024 are entitled to vote at the Annual Meeting. A list of shareholders will be available for inspection beginning April 17, 2024 at our corporate headquarters, 14375 NW Science Park Drive, Portland, OR 97229, (503) 985-4000. If you would like to view this shareholder list, please contact us at the address or telephone number provided.

Your vote is very important. Whether or not you attend the virtual Annual Meeting, it is important that your shares are represented and voted at the meeting. Please promptly submit your vote by internet, by telephone, or by signing, dating and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided so that your shares will be represented and voted at the Annual Meeting.

By Order of the Board of Directors

Christina A. Mecklenborg

Corporate Secretary and Associate General Counsel

Portland, Oregon

April 17, 2024

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders

This Notice of Meeting, our Proxy Statement and our 2023 Annual Report to Shareholders are available free of charge at www.proxyvote.com. These materials were first sent or made available to shareholders on April 17, 2024.


Special Note Regarding Forward Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements often use words such as “will,” “anticipate,” “estimate,” “expect,” “should,” “may,” and other words and terms of similar meaning or reference future dates. The Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis; however, each forward-looking statement involves a number of risks and uncertainties, including those set forth in this document, those described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and those that have been or may be described in other reports filed by the Company, including Current Reports on Form 8-K. The Company cautions that forward-looking statements are inherently less reliable than historical information. The Company does not undertake any duty to update any of the forward-looking statements after the date of this document to conform them to actual results or to reflect changes in events, circumstances or its expectations. New factors emerge from time to time and it is not possible for the Company to predict or assess the effects of all such factors or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.


Other

Throughout this Proxy Statement we may refer to Columbia Sportswear Company as “Columbia,” the “Company,” “we,” “us,” or “our.”

The content on any website referred to in this Proxy Statement is not incorporated by reference in this Proxy Statement unless expressly noted.


TABLE OF CONTENTS


PROXY SUMMARY			1
CORPORATE GOVERNANCE			5
Risk Oversight			5
Oversight Documents			5
Board Structure			6
Assessments and Evaluations			8
Director Nominations			10
Certain Relationships and Related Person Transaction			10
DIRECTOR COMPENSATION			12
Director Compensation Philosophy			12
Non-Employee Director Compensation			12
PROPOSAL 1: ELECTION OF DIRECTORS			15
AUDIT COMMITTEE REPORT			18
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
Principal Accountant Fees and Services			19
Pre-Approval Policy			19
COMPENSATION COMMITTEE REPORT			20
EXECUTIVE COMPENSATION			21
Compensation Discussion and Analysis			21
2023 Summary Compensation Table			30
2023 Grants of Plan-Based Awards Table			31
2023 Outstanding Equity Awards at Fiscal Year-End Table			33
2023 Option Exercises and Stock Vested Table			35
2023 Nonqualified Deferred Compensation			35
Potential Payments Upon Termination or Change in Control			36
Pay Ratio Disclosure			39
PAY VERSUS PERFORMANCE			41
EQUITY COMPENSATION PLAN INFORMATION			45
PROPOSAL 3: ADVISORY VOTE (NON-BINDING) APPROVING EXECUTIVE COMPENSATION			46
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			47
Stock Ownership Guidelines			48
Prohibition on Hedging or Pledging Columbia Securities			48
GENERAL INFORMATION ABOUT THE ANNUAL MEETING			49
Online Meeting			49
Voting			49
Attending			50
ADDITIONAL INFORMATION			52
Solicitation Expenses			52
Electronic Delivery of Proxy Materials			52
Householding of Proxy Materials			52
Form 10-K			52
Other Materials			52
Communications with the Board			53
2025 Shareholder Proposals or Nominations			53

COLUMBIA SPORTSWEAR COMPANY | 2024 Annual Proxy Statement | i


PROXY SUMMARY

This proxy summary highlights information contained elsewhere in this Proxy Statement for Columbia. For more complete information about these topics, please review our 2023 Annual Report to Shareholders and this entire Proxy Statement.

2024 Annual Meeting of Shareholders

Date and Time

Place

Meeting Agenda

May 30, 2024 at 3 p.m. PT

Virtually, through a webcast at www.virtualshareholdermeeting.com/COLM2024

The meeting will cover the proposals listed under voting items and Board recommendations below and any other business that may properly come before the meeting

Record Date

Mailing Date

Voting Eligibility

March 26, 2024

This Proxy Statement was first mailed or made available to shareholders on or about April 17, 2024

Owners of our common stock as of the Record Date are entitled to vote on all matters

Voting Items and Board Recommendations

Item

Proposal

Board Vote Recommendation

Further Details

Elect ten directors

FOR ALL

p. 15

Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024

FOR

p. 19

Approve, by non-binding vote, executive compensation

FOR

p. 46

How to Vote

We strongly encourage you to vote. You may vote via the internet, by telephone, or, if you have received a printed version of these proxy materials, by mail. If you are a beneficial shareholder, your broker will NOT be able to vote your shares with respect to the election of directors and most of the other matters presented during the meeting unless you have given your broker specific instructions to do so. For more information, see “General Information About the Annual Meeting” on page 49 of this Proxy Statement.

2023 Business Highlights

Founded in 1938 in Portland, Oregon, as a small, family-owned, regional hat distributor, Columbia Sportswear Company has grown to become a global leader in designing, developing, marketing, and distributing outdoor, active and lifestyle products, including apparel, footwear, accessories, and equipment. We connect active people with their passions by providing them with the products they need to seek inspiration and adventure. We meet the diverse needs of our customers and consumers through our four well-known brands: Columbia®, SOREL®, Mountain Hard Wear®, and prAna®.

Our products are sold in more than 100 countries through a mix of distribution channels. Our wholesale distribution channel consists of small, independently operated specialty outdoor and sporting goods stores, regional, national and international sporting goods chains, large regional, national and international department store chains, internet retailers, international distributors where we generally do not have our own direct operations, and certain other retailers. Our direct-to-consumer distribution channel consists of our own network of branded and outlet retail stores, brand-specific e-commerce sites, and concession or franchise based arrangements with third parties at branded, outlet and shop-in-shop retail locations in the Latin America and Asia Pacific and Europe, Middle East and Africa regions. In addition, we earn revenue through licensing our trademarks across a range of apparel, accessories, equipment, footwear, and home products.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 1

Fiscal 2023 Financial Results

FULL YEAR 2023

GLOBAL RESULTS

TWELVE MONTHS ENDED DEC 31, 2023

NET SALES

GROSS MARGIN

OPERATING INCOME

DILUTED EPS

$3.49 billion

49.6%

$310.3 million

$4.09

+1%

+20 bps

–21%

–17%

Percentage metrics are year-over-year metrics comparing full year 2023 results to full year 2022 results.

2023 was another net sales record year for the Company. Our net sales increased 1% to a record $3,487.2 million, compared to 2022. Our operating income decreased 21% to $310.3 million, or 8.9% of net sales, compared to 2022 operating income of $393.1 million, or 11.3% of net sales. Our diluted earnings per share decreased 17% to $4.09, compared to 2022 diluted earnings per share of $4.95. Management successfully executed its inventory management plan by reducing inventories 27% compared to December 31, 2022.

Strategic Priorities

We are investing in our strategic priorities to:

v accelerate profitable growth;

v create iconic products that are differentiated, functional and innovative;

v drive brand engagement through increased, focused demand creation investments;

v enhance consumer experiences by investing in capabilities to delight and retain consumers;

v amplify marketplace excellence, with digitally-led, omni-channel, global distribution; and

v empower talent that is driven by our core values through a diverse and inclusive workplace.

Continuing Strong Returns for our Shareholders

Our goal is to deliver long-term shareholder value by maintaining a strong balance sheet and a disciplined approach to capital allocation. Dependent upon market conditions and our strategic priorities, our capital allocation approach includes returning cash to shareholders through dividends and share repurchases. In 2023, the Company paid $73 million of dividends and repurchased $184 million of common stock.

Governance Matters

v Board Refreshment. The Board of Directors (the “Board”) does not believe it should establish a limit on the number of times that a director may stand for election to the Board nor does it believe that there should be an established mandatory retirement age for Board members. However, the Nominating and Corporate Governance Committee considers the tenure of directors when determining whether candidates should stand for re-election and whether new candidates or members should be added. In addition, age is considered in conjunction with other criteria in determining a member's ability to continue to serve effectively. In January 2024, the Board appointed Charles D. Denson to the Board. Since January 2019, four new directors have joined the Board.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 2

v Highly Qualified Board. Our directors bring a variety of different experiences to help provide effective oversight in the boardroom. In carefully crafting the make-up of our Board, the Nominating and Corporate Governance Committee considers the background and experiences of each candidate, and how the candidate would contribute to the overall experience of the Board. The below outlines some of the key skills of our Board.

Boyle

Babson

Bryant

Culver

Denson

Mansell

Nelson

Shi

Simmons

Wasson

Knowledge, Skills and Experience

Executive Leadership Experience

Finance / Capital Allocation

International

Supply Chain

E-Commerce / Digital / Technology

Data Protection / Cyber / IT

Retail / Apparel & Footwear

Brand / Marketing

Human Capital Management / Compensation

v Board Diversity. Our Board believes that differences in experiences, knowledge, skills, and viewpoints enhance the Board’s overall performance. Although the Board does not maintain a specific policy with respect to Board diversity, the Nominating and Corporate Governance Committee considers a broad range of background and experience in its assessment of the Board’s composition.

v Independent Board Leadership. Timothy P. Boyle, our President and Chief Executive Officer, also serves as Chairman of the Board. Given the combination of the Chairman and Chief Executive Officer roles, the Board also has a Lead Independent Director, Andy D. Bryant. As Lead Independent Director, Mr. Bryant oversees executive sessions of the Board’s independent directors. Nine of the Board’s ten directors are independent. The Board believes the presence of a Lead Independent Director, together with a strong leader in the combined role of Chairman and Chief Executive Officer, serves the best interests of the Company and its shareholders at this time.

Executive Compensation Highlights

Columbia’s executive compensation program aims to reward performance. Our executive officers typically realize a significant portion of their compensation only when we achieve annual and long-term business goals and when our stock price increases. The following are highlights related to our 2023 compensation program for our named executive officers, Timothy P. Boyle (our “CEO”), Jim A. Swanson, Joseph P. Boyle, Peter J. Bragdon, and Steven M. Potter:

v Majority of Compensation at Risk. For each of our named executive officers, target annual compensation in the form of base salary represented approximately 25% to 38%, and consequently, at-risk compensation represented approximately 62% to 75%, of each such named executive officer’s potential total compensation at target performance levels. “At-risk” compensation includes all short-term and long-term incentive compensation. The percentage of “at-risk” target annual compensation for our CEO is illustrated below.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 3

v Annual Incentive Compensation. The Company’s fiscal year 2023 corporate performance target, including minimum threshold and maximum levels, for the Executive Incentive Compensation Plan was set by the Talent and Compensation Committee in early 2023. The corporate performance target was based on adjusted operating income (“AOI”). As a result of the financial achievements of the Company, 73.2% of target was achieved under the Executive Incentive Compensation Plan and certified by the Talent and Compensation Committee in January 2024.

v Long-Term Compensation. In 2023, the Talent and Compensation Committee awarded time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) to Messrs. Bragdon, Potter and Swanson, and stock options to Messrs. Joseph P. Boyle, Bragdon, Potter, and Swanson, consistent with its historical approach for these executives. Mr. Joseph P. Boyle received 100% stock options due to his level of stock ownership. Because our CEO holds a significant amount of our common stock, he typically does not receive any equity compensation grants (other than an option grant in 2021) and instead continued to receive in 2023 a long-term incentive cash award tied to the same multi-year operating goals to which the vesting of PRSU awards for the other executive officers is subject.

There were no PRSUs or, for our CEO, long-term incentive cash awards, with performance periods ended December 31, 2023 for any of our named executive officers as a result of option grants being made in 2021 instead of PRSU awards or long-term incentive cash awards that year.

v Executive Compensation Best Practices.

What We Do

What We Don’t Do

Base a majority of our compensation on performance and retention incentives

Allow hedging and pledging

Reprice stock options

Retain an independent advisor for the Talent and Compensation Committee

Excessive severance payments

Cap incentive programs

Single-trigger change-in-control severance

Have stock ownership guidelines for our named executive officers

Guaranteed bonus amounts

Have a clawback policy for our named executive officers

Excessive perquisites

Conduct annual “say-on-pay” advisory votes

Employment contracts

Sustainability

The Company’s current strategy is to sustain active lifestyles through investing in initiatives that have a positive impact on the people we reach, the places we touch and the products we make through:

•empowering people;

•sustaining places; and

•maintaining responsible practices.

Detailed information regarding our (and our brands’) corporate responsibility priorities and progress can be found in our annual Impact Report (available on our website at www.columbiasportswearcompany.com/corporate-responsibility-group). The content of such report and the website referenced are not incorporated by reference in this Proxy Statement.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 4


CORPORATE GOVERNANCE

Risk Oversight

Columbia’s management team is responsible for identifying, assessing and managing the material risks facing Columbia, including through an enterprise risk management program. This program includes an annual enterprise risk assessment, during which interviews are conducted with independent directors and members of senior management seeking participants’ judgment and assessment of the material risks facing Columbia. The enterprise risk management program then monitors prioritized risks identified and mitigation efforts underway through meetings with senior management.

The Board generally oversees Columbia’s risk management practices and processes. Annually, the Board reviews the results of the annual enterprise risk assessment and the current status of the enterprise risk management program. The Audit Committee also receives an update on the enterprise risk management program on an annual basis. The Board has delegated primary oversight of the management of (i) financial, accounting and cybersecurity risk to the Audit Committee, (ii) compensation risk to the Talent and Compensation Committee, and (iii) governance risk to the Nominating and Corporate Governance Committee. Oversight of certain aspects of compliance risk is shared by the Audit Committee and the Nominating and Corporate Governance Committee. The Audit Committee annually reviews the strategies, investments and risks related to the Columbia’s information technology systems, including a review of the Company’s cybersecurity programs, and also receives quarterly updates. The Board is informed of cybersecurity events to the extent they may materially impact Columbia or management otherwise believes they need to be escalated.

To permit the Board and its committees to perform their respective risk oversight roles, certain individual members of management who supervise Columbia’s risk management communicate directly to the Board or the relevant committee of the Board responsible for overseeing the management of specific risks, as applicable. For this purpose, management has a high degree of access and communication with independent directors. Because a majority (nine of ten directors) of the Board consists of independent directors, and each committee of the Board consists solely of independent directors, Columbia’s risk oversight structure conforms to the Board’s leadership structure discussed below and demonstrates Columbia’s belief that having a strong, independent group of directors is important for good governance.

Finally, the Board oversees various organizational structures, policies and procedures at Columbia to promote ethical conduct and compliance with laws and regulations. For example, Columbia maintains a Code of Business Conduct and Ethics and has established a confidential compliance line and web-based reporting platform through which employees and other stakeholders can report concerns subject to the Company’s processes for protecting confidentiality. The chair of the Audit Committee receives notifications of all compliance line reports and a summary is shared with the Audit Committee quarterly.

Oversight Documents

Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines that address:

Director qualifications

Director compensation

Director independence

Director orientation and continuing education

Director responsibilities

CEO evaluation and management succession

Board committees

Annual board and committee performance evaluations

Director access to officers, employees and others

Annual review of the Corporate Governance Guidelines

A copy of our Corporate Governance Guidelines is available on our website at https://investor.columbia.com.

Code of Business Conduct and Ethics. As mentioned above, the Board has adopted a Code of Business Conduct and Ethics that sets out basic principles to guide all of Columbia’s officers, directors and employees worldwide, as well as certain third parties in their dealings with or on behalf of Columbia and our subsidiaries and affiliates. Our Code of Business Conduct and Ethics has been translated into various languages and is available to our employees and also on our website at https://investor.columbia.com. We plan to satisfy the disclosure

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 5

requirement regarding any amendment to, or a waiver of, the Code of Business Conduct and Ethics by posting such information on our website at https://investor.columbia.com.

Board Structure

Meetings. The Board met five times and the independent directors held four executive sessions of the Board in 2023. Each director attended at least 75% of the aggregate of (a) the total number of meetings of the Board held during the period in which the director served, and (b) the total number of meetings held by all committees on which the director served during the service period. While we do not maintain a formal policy regarding director attendance at annual shareholder meetings, four of our directors virtually attended our 2023 annual meeting of shareholders.

Independence. Under our Corporate Governance Guidelines, which adopt the standards for “independence” under applicable Nasdaq listing rules and Securities and Exchange Commission (“SEC”) rules, a majority of the members of our Board of Directors must be independent, as determined by the Board. The Board has determined that Mss. Shi, Simmons and Wasson and Messrs. Babson, Bryant, Culver, Denson, Mansell, and Nelson are independent and, accordingly, a majority of the members of our Board are independent. In addition, the Board has determined that all members of our Audit Committee and Talent and Compensation Committee are independent under the standards for independence applicable to members of each committee. There are no undisclosed material transactions, relationships or arrangements that were considered by the Board in connection with the determination of whether any particular director is independent.

Leadership. Under our Board structure, leadership is provided primarily by our Chairman of the Board, President and CEO and Lead Independent Director.

Timothy P. Boyle is our Chairman of the Board, President and CEO. As President and CEO, Mr. Boyle is primarily responsible for Columbia’s general operations and implementing its business strategy. Mr. Boyle is also Columbia’s largest shareholder. For these reasons, the Board believes that, at this time, Columbia and its shareholders are best served by having the President and CEO also serve as Chairman of the Board.

The Board also believes that having a strong, independent leader is important for good governance. Given the combination of the Chairman and Chief Executive Officer roles, the Board also has a Lead Independent Director, Andy D. Bryant. The Lead Independent Director is elected by a majority of the Board for a renewable term of one year (and until such time as his or her successor is elected) or until such earlier time as he or she ceases to be a director, resigns as Lead Independent Director, is removed or replaced as Lead Independent Director or the roles of Chairman and Chief Executive Officer are no longer combined. The Board adopted a Lead Independent Director Charter outlining the scope of the Lead Independent Director role that is available for review on our website at https://investor.columbia.com. Pursuant to this Charter, the Lead Independent Director has certain powers and responsibilities, including:

Presiding at all meetings of the Board in the absence of, or upon the request of, the Chairman

Advising on meeting agendas for the Board

Leading regular executive sessions of the independent directors

Advising on information sent to the Board

Serving as a liaison and supplemental channel of communication between the Chairman and the independent directors

Being available for consultation and direct communication with shareholders of the Company

Committees. The Board has designated three standing committees of the Board: the Audit Committee, the Talent and Compensation Committee and the Nominating and Corporate Governance Committee. Each committee operates under a written charter that is available for review on our website at https://investor.columbia.com. The table below provides information regarding the current membership of each standing Board committee and number of meetings held in fiscal 2023.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 6

Director Name

Audit Committee

Talent and Compensation Committee

Nominating and Corporate Governance Committee

Timothy P. Boyle

Stephen E. Babson

Chair

Andy D. Bryant

Co-Chair

John W. Culver

Charles D. Denson

Kevin Mansell

Co-Chair

Ronald E. Nelson

Christiana Smith Shi

Sabrina L. Simmons

Malia H. Wasson

Chair

Meetings in Fiscal 2023

Audit Committee. The Board has determined that each member of the Audit Committee meets all applicable independence and financial literacy requirements. The Board has also determined that Ms. Wasson is an “audit committee financial expert” as defined in regulations adopted by the SEC. A description of the functions performed by the Audit Committee and Audit Committee activity is set forth in the “Audit Committee Report.”

Talent and Compensation Committee. The Board has determined that each member of the Talent and Compensation Committee meets all applicable independence requirements and is a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934. In July 2023, the Compensation Committee elected to change their name to the Talent and Compensation Committee in light of its responsibilities and oversight outside of executive compensation. The Talent and Compensation Committee determines compensation for the Company’s executive officers and administers the Company’s 1997 Stock Incentive Plan and the 2020 Stock Incentive Plan and any executive officer incentive compensation plans, including our Executive Incentive Compensation Plan. The Talent and Compensation Committee’s processes and procedures for determining compensation for the Company’s executive officers and directors are described below in “Compensation Discussion and Analysis” and “Director Compensation,” respectively. The Talent and Compensation Committee also regularly considers human capital initiatives not just for executive officers, but for all employees.

Compensation Consultant. The Talent and Compensation Committee retained Exequity LLP (“Exequity”) as its independent outside compensation consultant from January to July of 2023. During 2023, the Talent and Compensation Committee conducted a request for proposals to evaluate outside compensation consultants as a practice of good governance and periodic review. As a result, in August 2023, the Talent and Compensation Committee retained a new independent outside compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”). The Talent and Compensation Committee chose both Exequity and FW Cook primarily because of the competence, knowledge, background, and reputation of the representatives from each who advise the Committee. The compensation consultant reports directly to the Talent and Compensation Committee. Based on direction from the Talent and Compensation Committee, the outside compensation consultant provides the Talent and Compensation Committee with:

•information about market trends in executive officer compensation;

•general information on compensation practices at other companies;

•specific data on the compensation paid to executive officers at peer companies; and

•analyses of performance measures used in incentive programs.

The outside compensation consultant also:

•assists the Talent and Compensation Committee in its evaluation of executive pay, practices and programs; and

•advises the Talent and Compensation Committee on ad hoc issues related to broad-based compensation plans.

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The outside compensation consultant reports on executive officer compensation matters and presents findings directly to the Talent and Compensation Committee, including its recommendations on compensation decisions for executive officers for the Talent and Compensation Committee’s consideration.

Compensation Committee Interlocks and Insider Participation. No member of our Talent and Compensation Committee is a past or present officer or employee of ours or any of our subsidiaries, nor has any member of our Talent and Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K under the Securities Exchange Act of 1934, which requires disclosure of certain relationships and related party transactions. Likewise, none of our executive officers have served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity, where one of the other entity’s executive officers served on our Board or Talent and Compensation Committee.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee develops and recommends corporate governance guidelines and standards for business conduct and ethics, identifies individuals qualified to become Board members and makes recommendations regarding nominations for director. The Nominating and Corporate Governance Committee will consider individuals recommended by shareholders for nomination as director in accordance with the procedures described under “Director Nomination Policy” below. The Nominating and Corporate Governance Committee also makes recommendations concerning the size, structure, composition, and membership of the Board and its committees.

Assessments and Evaluations

Board Size. The Board sets the number of directors, which shall be at least three and no more than twelve, from time to time by resolution. The Board has the flexibility to increase or decrease the size of the Board within this range as circumstances warrant. The Board currently consists of ten members. If all of the Board’s nominees are elected, the Board will consist of ten members immediately following the Annual Meeting. If any nominee is unable to serve as a director or if any director leaves the Board between annual meetings, the Board, by resolution, may reduce the number of directors or elect an individual to fill the resulting vacancy.

Annual Evaluations. Our Nominating and Corporate Governance Committee monitors the composition of our Board to ensure it is operating effectively. In order to maintain accountability for the actions of our directors, our Nominating and Corporate Governance Committee also oversees an annual self-evaluation of the Board and its committees.

Diversity. Columbia’s Corporate Governance Guidelines establish that the Nominating and Corporate Governance Committee of the Board is responsible for reviewing annually the desired skills and characteristics of new Board members and the composition of the Board as a whole. In assessing the appropriate composition of the Board, the Committee considers factors set forth in the Corporate Governance Guidelines, including diversity. Although the Board does not maintain a specific policy with respect to Board diversity, the Board believes that the Board should be a diverse body, and the Nominating and Corporate Governance Committee considers a broad range of backgrounds and experiences in its assessment. The Nominating and Corporate Governance Committee considers these and other factors as it oversees the annual Board and committee assessments.

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Board Diversity Matrix (as of April 17, 2024)
Total Number of Directors:	10
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	7	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	7	—	—
Two or More Races or Ethnicities	1	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 9

Director Nominations

Director Nomination Policy. Shareholders may recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board (see “2025 Shareholder Proposals or Nominations” for more information). In addition to shareholder recommendations, the Nominating and Corporate Governance Committee may identify potential director nominees through referrals by directors, officers, employees, and third parties, including search firms, and internal research and recruitment activities.

Director Selection and Qualifications. Following the identification of director candidates, the Nominating and Corporate Governance Committee meets to discuss and consider each candidate’s qualifications and determines by majority vote the candidates who the Nominating and Corporate Governance Committee believes will best serve Columbia, which candidates are then submitted to the Board for approval. In evaluating director candidates, the Nominating and Corporate Governance Committee considers a variety of factors, including the composition of the Board as a whole, the characteristics of each candidate and the performance and continued tenure of incumbent Board members. The Nominating and Corporate Governance Committee considers these factors to evaluate potential candidates regardless of the source of the recommendation. The Nominating and Corporate Governance Committee believes that director candidates should possess high ethical character, business experience with high accomplishment in his or her respective field, the ability to read and understand financial statements, relevant expertise and experience, and the ability to exercise sound business judgment. Candidates must also be over 21 years of age. In addition, the Nominating and Corporate Governance Committee believes at least one member of the Board should meet the criteria for an “audit committee financial expert” as defined by the SEC rules, and that a majority of the members of the Board should meet the definition of “independent director” under the applicable Nasdaq listing requirements.

Our Board believes that maintaining a strong, independent group of directors that comprises a majority of our Board is important for good governance, and nine of our ten directors currently qualify as independent. The Board believes that all of our directors should possess the qualities described in our Corporate Governance Guidelines, including integrity and moral responsibility, the capacity to evaluate strategy and reach sound conclusions and the willingness and ability to devote the time required to fulfill the duties of a director. In addition, the Board places high value on the ability of individual directors to contribute to a constructive Board environment.

The Board believes that our current directors, collectively, provide the diversity of experience and skills necessary for a well-functioning board. All of our directors have substantial senior executive-level business experience. For a more complete description of individual backgrounds, professional experiences, qualifications, and skills, see the director profiles set forth under “Proposal 1: Election of Directors” below.

Certain Relationships and Related Person Transaction

Details. Joseph P. Boyle, son of our CEO, is employed by Columbia as Executive Vice President, Columbia Brand President. In 2023, Joseph P. Boyle received an annualized salary of $605,000 as Executive Vice President, Columbia Brand President and was eligible to receive bonus, equity and employment benefits available to other executive officers. The Nominating and Corporate Governance Committee reviewed and ratified Joseph P. Boyle’s compensation arrangements.

In 2023, Molly E. Boyle, daughter of our CEO and sister of Joseph P. Boyle, was employed by Columbia as Senior Manager - eCommerce Buying for the SOREL brand in North America. In such role, Ms. Boyle received an annualized salary of $157,883 and was eligible to receive bonus, equity and employment benefits available to other employees of similar rank. The Nominating and Corporate Governance Committee reviewed and ratified Ms. Boyle’s compensation arrangements.

In January 2016, Columbia entered into an aircraft arrangement, whereby it subleases an aircraft from Alvador, LLC, a limited liability company wholly owned by our CEO and his wife. Under the terms of the sublease, Columbia pays Alvador, LLC $3,500 per flight hour. Columbia paid Alvador, LLC $94,500 for use of the aircraft in 2023. Under the terms of the arrangement, Columbia has also engaged an entity unaffiliated with our CEO to provide pilot services for operation of the aircraft. Columbia also incurred an aggregate $12,000 in fees for monthly pilot services, which were paid to the unaffiliated entity. The Nominating and Corporate Governance Committee believes that these arrangements are on terms at least as fair to Columbia as those that would have been available in arm’s-length negotiated transactions.

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Approval Process. Our Nominating and Corporate Governance Committee generally approves in advance any transactions with an officer, director, greater-than-5% shareholder, or any immediate family member of an officer, director, or greater-than-5% shareholder (each, a “related person”) pursuant to our written related person transaction approval policy. A “related person transaction” is any actual or proposed transaction or series of transactions, since the beginning of the last fiscal year, amounting to more than $120,000 in which Columbia was or is to be a participant, and in which a related person has or will have a direct or indirect material interest. Our policy requires that the Nominating and Corporate Governance Committee review the material facts of any transaction that could potentially qualify as a “related person transaction” and either approve or disapprove of our entry into the transaction. If advance Nominating and Corporate Governance Committee approval is not feasible, the related person transaction is considered, and if the Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting. In determining whether to approve or ratify a transaction, the Nominating and Corporate Governance Committee takes into account, among other factors it deems to be appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated person in the same or similar circumstances and the extent of the related person’s direct or indirect interest in the transaction. If a related person transaction is ongoing, the Nominating and Corporate Governance Committee may establish guidelines for management to follow in its ongoing dealings with the related person. Thereafter, the Nominating and Corporate Governance Committee reviews and assesses ongoing relationships with the related person annually to confirm they are in compliance with the Nominating and Corporate Governance Committee’s guidelines and are appropriate.

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DIRECTOR COMPENSATION

Director Compensation Philosophy

Our director compensation program is intended to enable us to:

v attract and retain qualified non-employee directors by providing compensation that is competitive with other companies; and

v align directors’ interests with shareholders’ interests by including equity as a significant portion of each non-employee director’s compensation package.

In setting director compensation, we consider compensation offered to directors from a peer group, the amount of time that our directors spend providing services to us and the experience, skill and expertise that our directors have. Directors who are employees of Columbia receive no separate compensation for their service as directors.

A peer group was approved by the Talent and Compensation Committee in April 2021 that applied for purposes of setting both executive officer and Board 2023 compensation (the “Executive Compensation Peer Group”). The Executive Compensation Peer Group comprises the apparel, footwear and retail companies set forth in “Compensation Discussion and Analysis—Overview of Executive Compensation Program—Executive Compensation Market Analysis” below.

Non-Employee Director Compensation

Overview of Compensation. In connection with the periodic review of the director compensation program in 2023, the Talent and Compensation Committee recommended, and the Board approved, changes to the director compensation program to (i) increase the annual board service fee from $75,000 to $80,000, (ii) increase the annual chair fee for the Talent and Compensation Committee from $20,000 to $30,000, (iii) increase the annual chair fee for the Audit Committee from $20,000 to $40,000, (iv) increase the lead independent director fee from $25,000 to $50,000 and (v) increase the annual equity award value from $150,000 to $160,000. These changes were effective on June 8, 2023, the date of our 2023 Annual Meeting of Shareholders. The period of time from the annual meeting of shareholders to the next year’s annual meeting of shareholders represents an annual service term.

As a result of the above changes, each director who was not a Columbia employee was eligible to receive the following for service during the 2023-2024 Board term:

v Service Fees

▪an $80,000 annual board service fee

▪a $10,000 annual committee service fee for each committee on which the director serves as a member

▪a $20,000 annual committee chair fee for the Nominating and Corporate Governance Committee on which the director serves as chair

▪a $30,000 annual committee chair fee for the Talent and Compensation Committee on which the director serves as chair

▪a $40,000 annual committee chair fee for the Audit Committee on which the director serves as chair

▪a $50,000 annual lead independent director fee for the director serving in this role

Annual cash fees are paid quarterly following the date the director is appointed to the Board or elected by shareholders at our annual meeting of shareholders.

Prior to each annual service term, directors may elect to receive RSUs in lieu of all or half of the $80,000 annual board service fee that vest in full on May 1 following the date of grant. For the annual 2023-2024 service term, three of our non-employee directors elected to receive RSUs in lieu of half of their $80,000 annual board service fee for the one-year term following our annual meeting, and one of our non-employee directors elected to receive RSUs in lieu of his entire $80,000 annual board service fee for the same period.

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v Merchandise Allowance

▪a $3,500 Company merchandise allowance

v An Annual Equity Award

▪time-based RSUs valued at $160,000 based on the closing market price of our common stock on the date of grant, reduced by the present value of dividends not received during the vesting period

The annual equity award is granted immediately following the election of directors at each annual meeting of shareholders. One hundred percent of the shares of RSUs vest (subject to postponement for weekends and Nasdaq holidays) on May 1 of the year following the year in which the annual equity award was granted.

Reimbursements and Expenses. Non-employee directors are reimbursed for reasonable out-of-pocket expenses (including costs of travel, food and lodging) incurred in attending Board, committee and shareholder meetings. Non-employee directors are also reimbursed for participation in director education programs.

2023 Non-Employee Director Compensation Table. The following table summarizes the compensation paid to each non-employee director in 2023.


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Option Awards ($)	All Other Compensation(2) ($)	Total ($)
Stephen E. Babson(3)	63,750	200,122	—	3,500	267,372
Andy D. Bryant(3)	106,250	200,122	—	3,500	309,872
John W. Culver(3)	10,000	240,116	—	3,500	253,616
Kevin Mansell	107,500	160,052	—	3,500	271,052
Ronald E. Nelson(3)	48,750	200,122	—	3,500	252,372
Christiana Smith Shi	87,500	160,052	—	3,500	251,052
Sabrina L. Simmons	97,500	160,052	—	3,500	261,052
Malia H. Wasson	117,500	160,052	—	3,500	281,052

(1)The amounts set forth in the “Stock Awards” column in the table above reflect the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (FASB ASC Topic 718), excluding the effect of any estimated forfeiture rate. These amounts may not correspond to the actual value eventually realized by the director, which depends in part on the market value of our common stock in future periods. Assumptions used in the calculation of these amounts are described in the Notes to Consolidated Financial Statements included in Columbia’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. The following table sets forth the aggregate number of shares subject to unvested stock awards and the aggregate number of shares subject to option awards held as of December 31, 2023 by each of our directors:


Name	Stock Awards Outstanding	Option Awards Outstanding
Timothy P. Boyle	—	79,284
Stephen E. Babson	2,617	24,239
Andy D. Bryant	2,617	9,337
John W. Culver	3,140	944
Kevin Mansell	2,093	5,595
Ronald E. Nelson	2,617	26,789
Christiana Smith Shi	2,093	—
Sabrina L. Simmons	2,093	6,852
Malia H. Wasson	2,093	8,709

(2)The amounts set forth in the “All Other Compensation” column consist of the annual merchandise allowance.

(3)Messrs. Babson, Bryant and Nelson elected to receive RSUs in lieu of $40,000 of the annual board service fee due to them for the annual service term beginning June 8, 2023. Mr. Culver elected to receive RSUs in lieu of $80,000 of the annual board service fee due to him for the annual service term beginning June 8, 2023.

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Board Stock Ownership Guidelines. On January 26, 2018, the Board adopted stock ownership guidelines for all non-employee directors. Under the guidelines, non-employee directors are encouraged to hold at a minimum the lesser of Columbia stock valued at five times their annual board service fee, or 5,200 shares. Non-employee directors elected prior to January 26, 2018 were expected to attain these ownership levels by January 26, 2023 and new non-employee directors within five years of their election to the Board. All non-employee directors elected prior to January 26, 2018 have achieved the ownership levels set forth in the guidelines.

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PROPOSAL 1: ELECTION OF DIRECTORS

A Board of ten directors will be elected at the Annual Meeting. The directors are elected at each annual meeting to serve until the next annual meeting or until their successors are elected and qualified. Proxies received from shareholders, unless directed otherwise, will be voted FOR ALL of the following nominees: Mss. Christiana Smith Shi, Sabrina L. Simmons and Malia H. Wasson, and Messrs. Timothy P. Boyle, Stephen E. Babson, Andy D. Bryant, John W. Culver, Charles D. Denson, Kevin Mansell, and Ronald E. Nelson. Each nominee is a current director of Columbia. If any of the nominees for director becomes unavailable for election for any reason, the proxy holders will have discretionary authority to vote pursuant to a proxy for a substitute or substitutes. Set forth below are the name, age and occupation of each of the nominees. Specific skills contributing to the nominee’s overall qualifications as a member of the Board are also highlighted. Proxies may not be voted for a greater number of persons than the number of nominees named below.


Name						Principal Occupation, Other Directorships and Qualification Highlights


Timothy P. Boyle						Mr. Boyle (age 74) has served on the Board since 1978 and was appointed Chairman of the Board in January 2020. Mr. Boyle joined Columbia in 1971 as General Manager, has served as Chief Executive Officer since 1988, and reassumed the role of President in 2017, which he had previously held from 1988 to 2015. Mr. Boyle is a member of the board of directors of Northwest Natural Holding Company (NYSE: NWN), and its subsidiary, Northwest Natural Gas Company, and formerly served on the board of directors of Craft Brew Alliance, Inc. Mr. Boyle is Joseph P. Boyle’s father. Mr. Boyle has spent his entire business career growing Columbia into a global leader in outdoor, active and everyday lifestyle apparel, footwear, accessories, and equipment products. Mr. Boyle’s customer relationships, market knowledge and breadth of experience performing nearly every function within Columbia has resulted in a deep understanding of the business issues facing Columbia.


Stephen E. Babson						Mr. Babson (age 73) has served on the Board since 2002. Mr. Babson chairs the Compensation Committee. Mr. Babson is a Managing Director of Endeavour Capital, a Northwest private equity firm, which he joined in 2002. Prior to 2002, Mr. Babson was an attorney at Stoel Rives LLP. Mr. Babson joined Stoel Rives in 1978, was a partner from 1984 to 2002, and served as the firm’s chairman from 1999 to 2002. Mr. Babson serves on a number of boards of privately-held companies, including ATL Technology, LLC, Peninsula Holdings, LLC and ENTEK Technology Holdings LLC. Mr. Babson brings a combination of financial and legal expertise to the Board. His experience in a private equity firm provides Columbia with valuable insights related to capital markets, strategic planning and financial integrity.


Andy D. Bryant						Mr. Bryant (age 73) has served on the Board since 2005. Mr. Bryant co-chairs the Nominating and Corporate Governance Committee and has served as Lead Independent Director since January 2020. Mr. Bryant served as Chairman of the Board of Intel Corporation from 2012 to 2020. Mr. Bryant joined Intel Corporation in 1981 and held several leadership roles, including Vice Chairman of the Board of Directors from 2011 to 2012 and Executive Vice President and Chief Administrative Officer from 2007 until 2012. Mr. Bryant is a former director of Silver Crest Acquisition Corporation and McKesson Corporation. Mr. Bryant’s years of experience at a large, global public company provide operational, strategic planning and financial expertise to the Board.

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John W. Culver						Mr. Culver (age 63) has served on the Board since 2021. Mr. Culver served as Group President, North America and Chief Operating Officer of Starbucks Corporation through 2022. Mr. Culver joined Starbucks Corporation in 2002 as Vice President; General Manager, Foodservice and held various positions after, including Group President, International, Channel Development and Global Coffee, Tea & Cocoa from 2018 to 2021. Mr. Culver serves on the board of Kimberly-Clark Corporation (NYSE: KMB). Mr. Culver brings a combination of global public company and operational and strategic planning expertise to the Board.


Charles D. Denson						Mr. Denson (age 67) has served on the Board since January 2024. Mr. Denson is the Chairman of the Board of Directors of Funko, Inc. (Nasdaq: FNKO), where he has served as a director since its formation in 2017, in addition to serving as a director of FAH, LLC since 2016. Mr. Denson has served as the President and Chief Executive Officer of Anini Vista Advisors, an advisory and consulting firm, since 2014. From 1979 to 2014, Mr. Denson held various positions at NIKE, Inc., where he was appointed to several management roles, including President of the NIKE Brand, which he held from 2001 to 2014. Mr. Denson brings robust footwear and apparel market, direct-to-consumer, and wholesale experience to the Board.


Kevin Mansell						Mr. Mansell (age 71) has served on the Board since 2019. Mr. Mansell co-chairs the Nominating and Corporate Governance Committee. Mr. Mansell spent over 35 years at Kohl’s Corporation, most recently serving as its Chairman, Chief Executive Officer and President prior to retiring in 2018. Mr. Mansell began his retail career in 1975 with the Venture Store Division of May Department Stores, where he held a number of positions in buying and merchandising. He joined Kohl’s Corporation in 1982 and served in several management roles, including President from 1999, Chief Executive Officer from 2008 and Chairman of the Board of Directors from 2009 until his retirement in 2018. Mr. Mansell serves as Chairman of the Board and Chair of the Compensation and Talent Management Committee of Fossil Group, Inc. (Nasdaq: FOSL) and is the former Chair of the Board of Directors of Chicos FAS, Inc. Mr. Mansell brings a combination of retail, public company, strategic and financial expertise to the Board.


Ronald E. Nelson						Mr. Nelson (age 81) has served on the Board since 2011. He joined NIKE, Inc. in 1976 and went on to serve as Vice President from 1982 to 1997, overseeing a wide variety of operations, including NIKE’s early advertising, promotions and retail operations, global footwear sourcing and financing, and the global apparel division, and he served as President of NIKE’s Japanese subsidiary from 1995 to 1997, retiring from NIKE in 1997. Mr. Nelson served as an advisory board member to Columbia in the 1970s. Mr. Nelson’s broad and deep experience within the apparel and footwear industry provides the Board with insights and guidance regarding our global supply chain, marketing and growth strategies.


Christiana Smith Shi						Ms. Shi (age 64) has served on the Board since 2022. Ms. Shi is Principal at Lovejoy Advisors, LLC, an advisory services firm focused on digitally transforming consumer and retail businesses, which she founded in 2016. Ms. Shi joined NIKE, Inc. in 2010 and most recently served as President, Direct-to-Consumer from 2013 until her retirement in 2016. Prior to that, Ms. Shi spent 24 years at McKinsey & Company in various roles, including Director and Senior Partner from 2000 to 2010. Ms. Shi began her career at Merrill Lynch & Company in 1981. Ms. Shi currently serves on the Board of Directors of United Parcel Service, Inc. (NYSE: UPS). She served on the Boards of Directors of Williams-Sonoma, Inc. until 2019 and Mondelēz International, Inc. until 2023. Ms. Shi brings robust footwear and apparel industry and direct-to-consumer experience to the Board.

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Sabrina L. Simmons						Ms. Simmons (age 60) has served on the Board since 2018. She served as Executive Vice President and Chief Financial Officer of Gap, Inc. from 2008 until 2017. Previously, Ms. Simmons also served in the following positions at Gap: Executive Vice President, Corporate Finance from 2007 to 2008, Senior Vice President, Corporate Finance and Treasurer from 2003 to 2007, and Vice President and Treasurer from 2001 to 2003. Prior to that, Ms. Simmons served as Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, and was Assistant Treasurer at Levi Strauss & Co. Ms. Simmons currently serves as a member of the board of directors and chair of the audit committee of each of Coursera, Inc. (NYSE: COUR) and Petco Health and Wellness Company, Inc. (Nasdaq: WOOF). Ms. Simmons formerly served on the board of e.l.f. Beauty, Inc. and Williams-Sonoma, Inc. Ms. Simmons brings a combination of public company, global retail and financial experience to the Board.


Malia H. Wasson						Ms. Wasson (age 65) has served on the Board since 2015. Ms. Wasson chairs the Audit Committee, and the Board has designated Ms. Wasson as an “audit committee financial expert.” Ms. Wasson worked at U.S. Bank of Oregon for over 25 years, serving as President of U.S. Bank’s Oregon and Southwest Washington operations from 2005 to 2015. In addition to her role as President, she led the Oregon Commercial Banking group for U.S. Bank, which provides a wide variety of financial services to middle market companies. Currently, Ms. Wasson is the Chief Executive Officer of Sand Creek Advisors LLC, which provides business consulting to CEOs of public and private companies. Ms. Wasson serves as Chair of the board of directors and as a member of the governance committee of Northwest Natural Holding Company (NYSE: NWN), as well as Chair of the board of directors of its subsidiary, Northwest Natural Gas Company. Ms. Wasson’s extensive experience in commercial banking, finance and accounting, as well as local and regional leadership, enables her to provide insight and advice to Columbia on strategic matters including mergers and acquisitions, consumer and commercial businesses, regulatory, marketing, public and government policy and relations, media relations, change management and human capital management and diversity.


RECOMMENDATION BY THE BOARD OF DIRECTORS

The Board recommends that shareholders vote FOR ALL the nominees named in this Proxy Statement.

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AUDIT COMMITTEE REPORT

Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for maintaining appropriate financial reporting controls and procedures designed to reasonably ensure such integrity. As described more fully in its charter, the Audit Committee’s role is to assist the Board in its governance, guidance and oversight regarding the financial information provided by the Company to the public or governmental bodies, the Company’s systems of internal controls and the Company’s auditing, accounting and financial reporting processes in general. A copy of the Audit Committee’s charter, which is reviewed and reassessed by the Audit Committee on an annual basis, is available at https://investor.columbia.com.

Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) (United States) and expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee oversees the relationship between the Company and its independent registered public accounting firm, including appointment of the independent registered public accounting firm, reviewing and pre-approving the scope of services and related fees to be paid to the independent registered public accounting firm and assessing the independent registered public accounting firm’s independence. The Audit Committee regularly meets with management and the Company’s independent registered public accounting firm to discuss, among other things, the preparation of the financial statements, including key accounting and reporting issues.

The Audit Committee has:

•reviewed and discussed with management and Deloitte the audited financial statements and audit of internal control over financial reporting;

•discussed with Deloitte the matters required to be discussed by the applicable requirements of the PCAOB and the SEC;

•received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with Deloitte the independent registered public accounting firm’s independence from the Company and its management; and

•reviewed and approved the fees paid to Deloitte for audit and non-audit services and discussed whether Deloitte’s provision of non-audit services was compatible with maintaining its independence.

In considering the nature of the non-audit services provided by Deloitte, the Audit Committee determined that these services are compatible with the provision of independent audit services.

Based on the Audit Committee’s review and the meetings, discussions and communications described above, and subject to the limitations of the Audit Committee’s role and responsibilities referred to above and in the Audit Committee charter, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2023 be included in the Company’s Annual Report on Form 10-K.


			Members of the Audit Committee:
			Malia H. Wasson—Chairman
			Andy D. Bryant
			Charles D. Denson
			Ronald E. Nelson
			Christiana Smith Shi

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PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year, subject to ratification of the selection by our shareholders at the Annual Meeting.

Principal Accountant Fees and Services

For work performed in regard to fiscal years 2023 and 2022, we incurred the following fees for services provided by Deloitte, as categorized below:


	2023		2022
Audit Fees(1)	$	2,837,148	$	2,791,865
Tax Fees(2)	$	6,349	$	62,130
All Other Fees	$	—	$	—
Total	$	2,843,497	$	2,853,995

(1)Fees for audit services billed to Columbia by Deloitte in 2023 and 2022, which consisted of: audit of Columbia’s annual financial statements and internal controls over financial reporting, reviews of Columbia’s quarterly financial statements and statutory audits.

(2)Fees for tax services billed to Columbia by Deloitte in 2023 and 2022, which consisted of: federal tax return compliance assistance and foreign tax compliance, planning and advice.

Representatives of Deloitte are expected to be at the Annual Meeting and will be available to respond to appropriate questions. They do not plan to make a statement but will have an opportunity to make a statement if they wish.

Pre-Approval Policy

All of the services performed by Deloitte in 2023 were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee. This policy describes the permitted audit, audit-related, tax, and other services (collectively, the “Disclosure Categories”) that the independent auditors may perform. The policy requires the Audit Committee to review at each regularly scheduled Audit Committee meeting (a) a description of the services provided or expected to be provided by the independent registered public accounting firm in each of the Disclosure Categories and the related fees and costs, and (b) a list of newly requested services subject to pre-approval since the last regularly scheduled meeting. Generally, pre-approval is provided at regularly scheduled meetings; however, the authority to pre-approve services between meetings, as necessary, has been delegated to the Chair of the Audit Committee. The Chair provides an update to the Audit Committee at the next regularly scheduled meeting of any services for which she granted specific pre-approval.


RECOMMENDATION BY THE BOARD OF DIRECTORS

The Board recommends that shareholders vote FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024.

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COMPENSATION COMMITTEE REPORT

The Talent and Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and, based on its review and the discussions, the Talent and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and this Proxy Statement.


			Members of the Talent and Compensation Committee:
			Stephen E. Babson—Chairman
			John W. Culver
			Kevin Mansell
			Sabrina L. Simmons

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, discusses our compensation program for the executives identified as our named executive officers in the 2023 Summary Compensation Table and below.


2023 NAMED EXECUTIVE OFFICERS
Timothy P. Boyle						Chairman, President and Chief Executive Officer (“CEO”)
Jim A. Swanson						Executive Vice President and Chief Financial Officer (“CFO”)
Joseph P. Boyle						Executive Vice President, Columbia Brand President
Peter J. Bragdon						Executive Vice President, Chief Administrative Officer (“CAO”) and General Counsel
Steven M. Potter						Executive Vice President, Chief Digital Information Officer

In this CD&A, the terms “we,” “us,” “our,” “Columbia,” and the “Company” refer to Columbia Sportswear Company and not to the Talent and Compensation Committee. The compensation programs for our named executive officers also generally apply to our other senior officers, who are based in the U.S., and references in this CD&A to executive officers generally include the named executive officers and our other senior officers who are based in the U.S.

Executive Summary

In 2023, net sales increased 1% to $3,487.2 million from $3,464.2 million in 2022. Operating income decreased 21% to $310.3 million, or 8.9% of net sales, compared to 2022 operating income of $393.1 million, or 11.3% of net sales. Net income decreased 19% to $251.4 million, or $4.09 per diluted share, compared to net income of $311.4 million, or $4.95 per diluted share, in 2022.

Management also successfully executed its inventory management plan in 2023 by reducing inventories 27% compared to December 31, 2022.

Columbia’s executive compensation program aims to reward performance. Our named executive officer compensation in 2023 consisted of (a) base salary, (b) short-term incentive compensation, (c) long-term incentive compensation, and (d) benefits. As a result of the financial performance of the Company in 2023, the Company’s short-term incentive cash plan for executive officers, the Executive Incentive Compensation Plan, paid out to executive officers at 33% of target, with additional amounts payable in connection with individual performance. In 2023, the Talent and Compensation Committee awarded RSUs and PRSUs to Messrs. Bragdon, Potter and Swanson, and stock options to Messrs. Joseph P. Boyle, Bragdon, Potter, and Swanson, consistent with its historical approach for these executives. Mr. Joseph P. Boyle received 100% stock options due to his level of stock ownership. Because our CEO holds a significant amount of our common stock, he typically does not receive equity compensation grants (other than in 2021) and instead continued to receive in 2023 a long-term incentive cash award tied to the same multi-year operating goals to which the vesting of PRSU awards for the other executive officers is subject.

There were no PRSUs or, for our CEO, long-term incentive cash awards, with performance periods ended December 31, 2023 for any of our named executive officers as a result of option grants being awarded instead of PRSU awards or long-term incentive cash awards in 2021.

Overview of Executive Compensation Program

In this CD&A, we describe our overall compensation philosophy, objectives and practices. Our compensation philosophy and objectives generally apply to all of our employees, and most of our key employees are eligible to participate in the three main components of our compensation program: base salary, annual, short-term incentive compensation, and long-term incentive compensation. The relative value of each of these components of our compensation program varies from year to year and for each individual employee, depending on our financial and stock price performance, the employee’s role and responsibilities and competitive market data.

Compensation Objectives. We believe leadership and motivation of our executive officers strengthen our enterprise. We aim to offer a compensation program that motivates our leaders to deliver shareholder value by remaining focused on our strategic priorities as a brand-led, consumer-first organization.

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Compensation Program Design. Our executive compensation program is designed to reward our executive officers competitively when they achieve targeted performance goals, increase shareholder value and maintain long-term careers with us. In our view, a competitive pay package in our industry includes:


v			a salary that provides for a minimum level of compensation for an executive officer;
v			a meaningful performance-based bonus tied to achievement of corporate and individual objectives;
v			long-term incentives that offer significant rewards for achievement of multi-year financial objectives and sustained increases in the market price of our common stock; and
v			benefits that aim to be competitive with those that are offered by companies similar to ours.

The total compensation package for our executive officers is substantially weighted toward incentive compensation tied to corporate and individual performance. Therefore, when targeted performance levels are not achieved or our stock price decreases, executive officer realized compensation may be significantly reduced. When targeted performance levels are exceeded or our stock price increases, executive officer realized compensation may be commensurately increased.

Risk and Compensation. We believe our compensation programs for executive officers are designed to encourage prudent risk-taking to achieve long-term growth in shareholder value. A variety of principles and practices contribute to the alignment of our executive compensation programs with our overall risk profile, including the following:


Principle						Practice
Governance						All Talent and Compensation Committee members are independent, non-employee directors.
Program Design						The Talent and Compensation Committee retains its own independent compensation consultant.
						Our programs are designed to drive achievement of our strategic objectives, short- and long-term financial performance and growth in shareholder value, while also promoting the attraction and retention of executive talent.
						Our programs balance strategic, financial and shareholder measures.
						Our programs balance short- and long-term performance and cash and equity compensation.
						The vesting periods of long-term incentives provide long-term alignment with shareholders.
						Maximum amounts payable generally are established under performance-based incentive programs.
						The presence of compensation risk mitigating policies and practices including a recoupment policies and executive and non-employee director stock ownership guidelines.

Program Implementation and Management						Our Talent and Compensation Committee generally establishes financial performance goals at the beginning of a performance period and evaluates achievement against the goals at the end of the performance period.
						Our Talent and Compensation Committee annually reviews all elements of executive compensation, with the assistance of its independent compensation consultant.
						Base salaries and annual adjustments for executive officers are generally based on market practices and our financial condition and aim to provide target total compensation that is competitive with other similarly sized companies.
						Annual cash incentive payouts have varied over time, commensurate with business and individual executive performance.
						Long-term incentive payouts have varied over time based on both the Company’s financial performance and stock price performance, which align management interests with shareholder interests by tying compensation of certain executive officers in part to long-term shareholder returns.
						Our executive compensation program processes are established by the Talent and Compensation Committee and are monitored by the Company’s human resources, finance and legal functions.

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Components of Compensation. For 2023, our compensation program for our named executive officers included the following primary components:


v			base salary;
v			annual, short-term incentive compensation; and
v			long-term incentive compensation, consisting of equity-based compensation in the form of stock options, time-based RSUs, PRSUs or, for our CEO, long-term cash incentive compensation.

These components constitute what we refer to as “total direct compensation” with respect to each named executive officer. We also provide compensation for our named executive officers in the form of various other employee benefits and perquisites, most of which are generally available to all of our U.S. employees.

Each of the elements of our compensation program helps us achieve the objectives of our program, and we believe that, together, they have been, and will continue to be, effective in achieving our overall objectives.

Compensation Process. The Talent and Compensation Committee approves all named executive officer compensation decisions. Each year, the Talent and Compensation Committee reviews and evaluates the compensation paid to our named executive officers and determines the base salary, target bonus and target long-term incentive awards for each.

The use and weight of each compensation component is based on a subjective determination by the Talent and Compensation Committee of the importance of each component in meeting our overall objectives, as well as market conditions. In general, for our named executive officers, the Talent and Compensation Committee seeks to put a significant amount of each named executive officer’s potential total direct compensation “at risk” based on corporate performance, individual performance and stock price. We consider stock options and time-based RSUs “at risk,” as they are subject to stock market fluctuations and long-term vesting schedules.

In 2023, target cash compensation (base salary and short-term incentive compensation) for our named executive officers, other than our CEO, represented approximately 52% to 65%, and consequently non-cash compensation represented approximately 35% to 48%, of each such named executive officer’s potential total compensation at target performance levels. Target annual compensation for our CEO in 2023 was payable solely in cash, with approximately 75% “at risk” based on corporate and individual performance. Of our CEO’s “at risk” target cash compensation for 2023, 29% related to target short-term incentive compensation and 46% related to target long-term incentive compensation.

Executive Compensation Market Analyses. As part of its process for determining compensation for our named executive officers, the Talent and Compensation Committee reviews compensation analyses (“Compensation Market Analyses”) provided by its independent compensation consultant. Historically, including for setting 2023 named executive officer target total direct compensation levels, Compensation Market Analyses have been based on published survey data reviewed by the independent compensation consultant, including general industry survey and retail surveys available through third parties. In April 2021, the Talent and Compensation Committee determined that the Compensation Market Analyses should also include a peer group analyses (“Peer Group-based Analyses”) going forward. The Talent and Compensation Committee approved the following Executive Compensation Peer Group in April 2021, which continued to apply for 2023. The Executive Compensation Peer Group includes companies of roughly similar size (primarily based on revenue generally equal to 0.5 to 2.5 times that of Columbia) in related industries:


Executive Compensation Peer Group
Abercrombie & Fitch Co.						Levi Strauss & Co.
American Eagle Outfitters. Inc.						Lululemon Athletica Inc.
Carters, Inc.						Oxford Industries, Inc.
Deckers Outdoor Corp.						Ralph Lauren Corp.
G-III Apparel Group, Ltd.						Skechers USA, Inc.
Guess?, Inc.						Steve Madden, Ltd.
Hanesbrands Inc.						Under Armour, Inc.
Kontoor Brands, Inc.						Urban Outfitters, Inc.
Lands' End, Inc.						Wolverine World Wide, Inc.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 23

The purpose of the Executive Compensation Peer Group, which relies on publicly disclosed proxy data, is to approximate the labor market for outside top five executive talent and outside director pay. The Executive Compensation Peer Group is not meant to replace survey data, but to provide additional context.

Compensation Market Analyses provided by the independent compensation consultant included an estimate of the market 25th percentile, median and 75th percentile positions for base salary, target total cash compensation (the sum of base salary and target annual bonus) and target total direct compensation (the sum of target total cash and long-term incentive award value) for each of our named executive officers. Although the Talent and Compensation Committee does not target a specific market position, it considers the median, or 50th percentile, of the Compensation Market Analyses as one among many factors in its subjective analysis regarding the competitive, reasonable and appropriate levels of compensation for our named executive officers, and is guided by, and seeks to promote, the best interests of the Company and its shareholders.

Other Factors. The Talent and Compensation Committee also considers several factors other than the Compensation Market Analyses when determining appropriate compensation levels for each executive officer, including:

•the Talent and Compensation Committee’s analyses of competitive compensation practices;

•individual performance in light of Company goals and objectives relevant to executive compensation;

•individual leadership, experience, expertise, skills, and knowledge;

•compensation of other executive officers with similar experience and/or responsibilities;

•labor market conditions in the relevant geography (which affect the compensation required to attract and retain key talent); and

•analyses and advice from its independent compensation consultant, including practices and program design at companies in the Executive Compensation Peer Group.

The Talent and Compensation Committee’s approach to evaluating these factors is subjective and not formulaic, and the Talent and Compensation Committee may place more or less weight on a particular factor when determining a specific named executive officer’s compensation.

The Talent and Compensation Committee may consider, in addition to the factors described above:

•the individual’s accumulated vested and unvested equity awards;

•the vesting schedule of the individual’s outstanding equity awards, including the likelihood of vesting and at what level (in the case of PRSUs), and, for our CEO, long-term incentive cash awards;

•a comparison of individual equity awards between executive officers and in relation to other compensation elements;

•potential shareholder dilution resulting from stock awards to employees;

•total accounting expense resulting from executive compensation;

•shareholders’ advisory votes on executive compensation; and

•past levels of compensation awarded and earned.

In determining the total compensation for each named executive officer other than our CEO, the Talent and Compensation Committee considers the specific recommendations of our CEO and our Executive Vice President, Corporate Affairs and Chief Human Resources Officer and other factors it deems relevant. Recommendations to the Talent and Compensation Committee typically include discussion of the role and responsibilities of the executive officer within the Company, the performance of the executive officer, the expected future contributions of the executive officer, the executive officer’s own expectations, and competitive and market considerations. Although our CEO makes recommendations regarding the compensation of the other named executive officers, he does not participate in the discussions concerning his own compensation.

Analysis of 2023 Named Executive Officer Compensation

General. The Compensation Market Analyses for 2023 provided to the Talent and Compensation Committee identified relevant market survey data for all our named executive officers.

The 2023 Target Total Direct Compensation table below summarizes the target total direct compensation levels established by the Talent and Compensation Committee at the beginning of 2023. Following the table, we discuss each compensation element summarized in the table.

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2023 Target Total Direct Compensation


Name	Annual Salary ($)	Target Short-Term Incentive Bonus (as a % of Annual Salary)	Target Total Cash Compensation ($)	Target Long-Term Incentive Cash Compensation(1) ($)	Target Equity Incentive Compensation(2) ($)	Target Total Direct Compensation ($)
Timothy P. Boyle	1,080,000	120	2,376,000	2,000,000	—	4,376,000
Jim A. Swanson	625,000	70	1,062,500	—	1,000,108	2,062,608
Joseph P. Boyle	605,000	70	1,028,500	—	550,005	1,578,505
Peter J. Bragdon	650,000	80	1,170,000	—	925,192	2,095,192
Steven M. Potter	680,000	70	1,156,000	—	725,145	1,881,145

(1)Target Long-Term Incentive Cash Compensation equals the target value of the long-term cash incentive award for Timothy P. Boyle.

(2)Target Equity Incentive Compensation equals the estimated and probable fair value of stock options, time-based RSUs and PRSUs granted during 2023.

As part of the Talent and Compensation Committee’s analysis in establishing 2023 compensation, it noted that, assuming that the target short-term cash incentive compensation levels and equity-based incentive performance targets were achieved for Messrs. Joseph P. Boyle, Bragdon, Potter, and Swanson, target total direct compensation (annual salary plus short-term cash incentive compensation plus the estimated and probable fair value of equity incentives) ranged between 1% below and 12% above the competitive market median. The Talent and Compensation Committee also noted that our CEO’s total direct compensation was substantially below the competitive market median, reflecting the fact that our CEO typically does not receive grants of equity-based incentives because he owns a substantial amount of our common stock. As a result of this analysis, the Talent and Compensation Committee made certain changes to the base salary for our CEO and Messrs. Joseph P. Boyle, Bragdon, Potter, and Swanson (see “Base Salary” below) and to our CEO’s short-term incentive compensation bonus target (see “Short-term Incentive Compensation” below).

Excluding our CEO, who did not receive equity-based incentives, the target direct compensation of our named executive officers for 2023 consisted, on average, of the following proportions of components: 34% in base salary, 24% in target short-term incentive compensation and 42% in long-term equity-based incentives. The Talent and Compensation Committee believes that our compensation program for the named executive officers is aligned with shareholders’ interests as a result of the significant variable and long-term structure of target total direct compensation and the manner in which the variable compensation is determined.

Base salary. We provide an annual base salary to each named executive officer based in large part on job responsibility, experience level, individual performance, and the amount and nature of the other compensation paid to the named executive officer. The Talent and Compensation Committee reviews each named executive officer’s salary annually and makes adjustments when appropriate to reflect competitive market factors, individual factors described above under “Compensation Process” and the overall economic environment. As a result of such review, in January 2023, the Talent and Compensation Committee approved a merit increase of 4% for Messrs. Timothy P. Boyle and Bragdon, 5.1% for Mr. Joseph P. Boyle and 4.3% for Mr. Potter. Mr. Swanson received a merit increase of 9.8%, representing a market adjustment informed by the Peer Group-based Analyses.

Short-term incentive compensation. The Talent and Compensation Committee has established an Executive Incentive Compensation Plan for executive officers that provides for annual incentive cash bonuses to motivate and reward achievement of Company and personal objectives.

The following table summarizes the various components of the potential 2023 bonus payouts under the Executive Incentive Compensation Plan as approved by the Talent and Compensation Committee in early 2023.

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2023 Executive Incentive Compensation Plan Bonus Components


Name	Target Bonus (as a % of Annual Salary)(1)		Individual Performance Component (as a % of Target Bonus)(2)		Company Performance Component (as a % of Target Bonus)(3)		Threshold Company Performance Payout (as % of Company Performance Component)		Maximum Company Performance Payout (as % of Company Performance Component)
Timothy P. Boyle	120	%	20	%	80	%	25	%	200	%
Jim A. Swanson	70		20		80		25		200
Joseph P. Boyle	70		20		80		25		200
Peter J. Bragdon	80		20		80		25		200
Steven M. Potter	70		20		80		25		200

(1)Target bonus is calculated based on plan year eligible earnings for each named executive officer.

(2)The Individual Performance Component is paid out to the extent individual performance objectives are met or exceeded and Company performance is at least 65% of the corporate performance target established by the Talent and Compensation Committee. Maximum payout is limited to 100% of the Individual Performance Component.

(3)For 2023, the Company Performance Component was paid out to the extent Company performance was at least 70% of the corporate bonus target up to a maximum of 120% of the corporate performance target established by the Talent and Compensation Committee.

In the compensation review conducted in January 2023, the Talent and Compensation Committee considered market survey data as one among many factors in its subjective analysis regarding the appropriate bonus target for each named executive officer. For 2023, Mr. Timothy P. Boyle’s target bonus was increased from 110% to 120%. The target bonus percentages for the other named executive officers remained the same for 2023 as they were in 2022.

The amount of the actual cash bonus paid under the plan to each named executive officer is based on the extent to which (i) the Company meets or exceeds the corporate performance target, and (ii) the named executive officer meets or exceeds his individual performance objectives. No amounts under the plan are guaranteed. If minimum thresholds are not met, corporate performance component payouts under the plan would be zero, and if 65% of the corporate performance target is not met, individual performance component payouts under the plan would also be zero. The Talent and Compensation Committee generally may reduce or eliminate the amount payable under the Executive Incentive Compensation Plan to a named executive officer based on factors that it determines warrant such a reduction or elimination. Historically, the Talent and Compensation Committee has not exercised this discretion to any significant degree. Under the plan, the Talent and Compensation Committee has no discretion to increase any amount payable to a named executive officer.

Company Performance Component.

The Talent and Compensation Committee intends to set the corporate performance target levels so that they are challenging yet attainable from year to year and tied to driving strong operational performance. The Talent and Compensation Committee generally establishes targets early in the fiscal year based upon current forecasts, business strategies and expectations.

At the beginning of 2023, the Talent and Compensation Committee set a corporate performance target under the Executive Incentive Compensation Plan of $499.3 million in operating income before bonus and excluded items, described herein as “AOI.” In 2023, these potential excluded items included business development expenses, operating results and net assets of acquired businesses, restructuring costs, extraordinary discrete and program related costs, impairment charges, the effects of changes in accounting principles or laws, budgeted financial impacts related to force majeure events, and the effects of government sanctions. Certain of these excluded items were subject to additional approval by the Board. Similar to the 2022 program, the Talent and Compensation Committee determined that threshold performance for the corporate performance metric would occur at 70% of target performance and that maximum performance would occur at 120% of target performance.

The Company’s actual 2023 AOI was $365.7 million, resulting in the achievement of 73.2% of the corporate performance target. Thus, for our named executive officers, achievement against the corporate performance target equaled a 33% payout of the Company Performance Bonus Component outlined above for 2023.

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Individual Performance Component.

The remaining portion of the Executive Incentive Compensation Plan bonus potentially payable to each named executive officer is based on the named executive officer’s individual performance during the year. The Individual Performance Component is potentially payable only if the Company’s performance is at least 65% of the corporate performance target established by the Talent and Compensation Committee. The maximum individual performance component for each named executive officer is limited to 100% of the 20% weighting for this metric. The individual performance objectives for our CEO were agreed to between our CEO and the Talent and Compensation Committee in early 2023 and consisted of operational and strategic goals and leadership objectives. Individual performance objectives for our other named executive officers were then set by our CEO and were generally intended to align with our CEO’s objectives set by the Talent and Compensation Committee. Depending on the named executive officer’s role, individual performance objectives may consist of financial, operational, brand, regional, product, and individual goals. The actual amount paid to each named executive officer under this portion of the bonus is based in large part on our CEO’s assessment of the named executive officer’s performance against those objectives. The Talent and Compensation Committee makes its own determination about whether our CEO has met or exceeded his individual performance objectives. To the extent that a named executive officer has met or exceeded the individual performance objectives and Company performance was at least 65% of the corporate performance target under the Executive Incentive Compensation Plan, the Talent and Compensation Committee may award to the named executive officer all or a portion of the bonus amount based on the degree of achievement of his individual performance objectives.

Actual 2023 Short-Term Incentive Compensation.

For 2023, since we achieved 73.2% of the corporate performance target set by the Talent and Compensation Committee, the Company Performance Component was earned and payable to each named executive officer between the threshold and target level, and the Individual Performance Component was eligible to be payable under the plan. The table below summarizes the actual bonus payouts for 2023 under the Executive Incentive Compensation Plan. Based on our CEO’s assessments, Messrs. Bragdon and Swanson were awarded 100%, Mr. Joseph P. Boyle was awarded 90% and Mr. Potter was awarded 95% of his target Individual Performance Component. Based on the Talent and Compensation Committee’s assessment of our CEO’s performance for 2023, the Talent and Compensation Committee awarded our CEO 75% of his target Individual Performance Component.


2023 Actual Short-Term Incentive Compensation(1)


Name	Individual Performance Component of Plan Bonus ($)	Company Performance Component of Plan Bonus ($)	Total Bonus ($)
Timothy P. Boyle	193,248	340,116	533,364
Jim A. Swanson	86,300	113,917	200,217
Joseph P. Boyle	75,658	110,965	186,623
Peter J. Bragdon	103,385	136,467	239,852
Steven M. Potter	89,869	124,871	214,740

(1)Bonus is calculated based on plan year eligible earnings for each named executive officer.

The Talent and Compensation Committee did not award any discretionary short-term incentive bonuses in 2023.

Long-term incentive compensation. Equity-based incentives represent a direct link between executive officer compensation and shareholder returns. In light of this, we believe that offering equity incentives to our executive officers that become more valuable if the market price of our common stock increases provides an appropriate additional incentive to the executive officers to work toward this goal. Our equity awards to our named executive officers in 2023, excluding our CEO (who typically does not receive equity awards) took the form of stock options and, in the case of Messrs. Bragdon, Potter and Swanson, also both PRSUs and time-based RSUs. In lieu of equity awards, our CEO receives long-term incentive awards payable solely in cash that have the same performance period and metrics that apply to the PRSUs. Mr. Joseph P. Boyle’s equity awards in 2023 were solely in the form of stock options due to his level of stock ownership.

The Talent and Compensation Committee has established appropriate written policies and practices regarding the timing and pricing of equity awards.

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In 2023, the Talent and Compensation Committee established the following mix of forms of annual equity awards for our named executive officers, other than our CEO and Mr. Joseph P. Boyle:


	Targeted % of Equity Value
Stock Options		40	%
Time-Based RSUs		40	%
Performance-Based RSUs		20	%
Total		100	%

Similar to 2022, the Talent and Compensation Committee elected in 2023 to allocate equal percentages to stock options (40%) and time-based RSUs (40%), with the remainder allocated to PRSUs (20%).

Stock options are a primary component of our long-term incentive compensation awards. Stock options offer the possibility of substantial gains if our stock price appreciates significantly, but no value if our stock price drops below the exercise prices of the options, thus providing a strong linkage with shareholders. Stock options granted under our equity compensation plan have exercise prices not less than 100% of the closing market price of our common stock on the date of the option grant. RSUs reward increases in the market price of our common stock and also subject the executive officers to downside risk similar to that experienced by shareholders, tying the interests of executive officers to our shareholders’ interests. In addition, RSUs can provide value even if our stock price does not increase and therefore are a meaningful source of retention for executives. Stock options and RSUs vest 25% per year over four years, except that if an executive officer is retirement-eligible at grant, the awards vest 12.5% every six months over four years. To be retirement eligible, an executive officer must be at least 55 years old and have ten years of cumulative service.

The 2023 PRSU awards comprise two primary, equally weighted performance period metrics that are measured independently: (a) 50% based on the Cumulative Operating Income (“COI”) results of the Company, and (b) 50% based on the average Return on Invested Capital (“ROIC”) of the Company, each measured over the 2023 through 2025 three-year performance period. If performance under both the primary metrics results in 100% forfeiture of the award, 100% of the award will be subject to adjustment or forfeiture based on a secondary metric, the Expense Before Interest and Tax (“EBIT Margin”) of the Company relative to the EBIT Margin of the Company’s Executive Compensation Peer Group. As stated above, our CEO received a long-term incentive cash award tied to the same multi-year operating metrics to which the vesting of PRSU awards for other executive officers is subject. Vesting is subject to the executive officers’ continued employment, with limited exceptions described below in the section “Potential Payments Upon Termination or Change in Control.”

The Talent and Compensation Committee chooses types of awards and establishes relative weights to provide an effective incentive for our executive officers. The Talent and Compensation Committee also periodically reviews outstanding awards in order to monitor the effectiveness of such awards. From time to time, the Talent and Compensation Committee may consider special awards of equity outside of the pre-established mix outlined above, such as a time-based RSU award granted to Mr. Bragdon in March 2023 in recognition of his contributions to the Company.

As a result of how the grant date fair value of long-term equity incentive awards must be calculated for accounting purposes, the estimated fair value of our equity-based incentives reflected in the 2023 Summary Compensation Table and the 2023 Grants of Plan-Based Awards Table often does not reflect the actual value realized by our named executive officers with respect to these awards.

Benefits. We provide our named executive officers with competitive benefits, and we generally do not provide perquisites, tax reimbursements or other benefits to the named executive officers that are not available to other employees. In addition to our 401(k) Plan and 401(k) Excess Retirement Plan described below, in 2023, our named executive officers were offered other benefits that were substantially the same as those offered to all of our U.S. employees. These benefits included medical, dental and vision insurance. We also provide an enhanced long-term disability benefit to our named executive officers, other than our CEO. This benefit is designed to provide additional income protection to our named executive officers in the event of catastrophic illness or disability.

Change in control severance plan. Specified key employees, including our named executive officers, are eligible to participate in a change in control severance plan that offers income protection and certain other benefits, based on level of position, in the event that the participant’s employment with us is involuntarily terminated other than for cause. The plan also helps to secure for the benefit of Columbia the services of the eligible employees, including the named executive officers, in the event of a potential or actual change in control. Our CEO is not eligible to participate in the plan. The Talent and Compensation Committee believes these types of arrangements

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 28

are common for companies against which we compete for talented key personnel and are beneficial for management recruitment purposes. Certain provisions of this plan were updated in 2023. For a description of the benefits to which the participating named executive officers would be entitled under the plan, see “Potential Payments Upon Termination or Change in Control.”

Tax deductibility. Section 162(m) of the Internal Revenue Code limits to $1,000,000 per person per year the amount of our tax deduction for compensation paid to certain of our executive officers, including our named executive officers. The Talent and Compensation Committee will continue to evaluate the tax deductibility of compensation paid under our executive compensation program, and will continue to grant compensation that is not tax deductible when it determines that doing so will better meet the primary goal of our compensation programs to ensure competitive levels of total compensation for our executive officers and to promote varying corporate goals.

Clawback Policies. In 2017, our Board adopted an executive incentive recovery (or clawback) policy pursuant to which our executive officers may be required to return incentive awards paid, settled, granted, or that first vest after December 31, 2017. The Company’s recoupment right under this policy applies if the Company is required to file a financial restatement under which payment of an incentive award would have been lower if based on the restated financial statements and the executive officer engaged in fraud or misconduct that contributed to the need for the restatement or the executive officer was aware of fraud or misconduct and failed to act. This policy remains in place for certain executive levels and, for our named executive officers, for any compensation received before October 2, 2023. In 2023, our Board adopted an additional 2023 Incentive Compensation Recovery Policy that is intended to be compliant with Nasdaq Listing Rule 5608 (the “Listing Standards”). This policy is only applicable to executive officers as defined in Rule 10D-1 of the Securities Exchange Act of 1934 and the Listing Standards for any compensation received on or after October 2, 2023. Under the 2023 Incentive Compensation Recovery Policy, in the event the Company is required to prepare an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under the U.S. federal securities laws, it is the Company’s policy to recover erroneously awarded incentive-based compensation received by its executive officers covered by the policy. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.

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2023 Summary Compensation Table


Name and Principal Position Year	Salary(1) ($)		Bonus(2) ($)		Stock Awards(3) ($)		Option(3) Awards ($)		Non-Equity Incentive Plan Compensation(4) ($)		All Other Compensation(5) ($)		Total
Timothy P. Boyle, Chairman, President and CEO
2023	$	1,073,600	$	—	$	—	$	—	$	533,364	$	16,500	$	1,623,464
2022	$	1,032,985	$	—	$	—	$	—	$	1,715,979	$	15,250	$	2,764,214
2021	$	1,000,169	$	—	$	—	$	1,545,015	$	2,191,495	$	14,500	$	4,751,179
Jim A. Swanson, Executive Vice President and CFO
2023	$	616,431	$	—	$	600,098	$	400,010	$	200,217	$	51,884	$	1,868,640
2022	$	566,331	$	—	$	480,209	$	320,004	$	291,774	$	68,701	$	1,727,019
2021	$	550,000	$	—	$	150,079	$	450,010	$	693,000	$	41,897	$	1,884,986
Joseph P. Boyle, Executive Vice President, Columbia Brand President
2023	$	600,462	$	—	$	—	$	550,005	$	186,623	$	49,365	$	1,386,455
2022	$	572,500	$	—	$	—	$	500,008	$	294,952	$	66,826	$	1,434,286
2021	$	535,108	$	—	$	—	$	424,412	$	674,236	$	39,024	$	1,672,780
Peter J. Bragdon, Executive Vice President, CAO and General Counsel
2023	$	646,154	$	—	$	605,184	$	320,008	$	239,852	$	56,574	$	1,867,772
2022	$	614,615	$	—	$	420,120	$	280,017	$	361,886	$	71,919	$	1,748,557
2021	$	555,808	$	—	$	111,516	$	334,525	$	700,318	$	42,570	$	1,744,737
Steven M. Potter, Executive Vice President, Chief Digital Information Officer
2023	$	675,708	$	—	$	435,141	$	290,004	$	214,740	$	57,758	$	1,673,351
2022	$	648,700	$	—	$	408,205	$	272,012	$	334,210	$	69,007	$	1,732,134
2021	$	465,231	$	100,000	$	340,078	$	340,018	$	586,191	$	18,756	$	1,850,274

(1)Amounts include employee contributions deferred under our 401(k) Plan and 401(k) Excess Retirement Plan.

(2)Mr. Potter’s amount for 2021 represents a sign-on bonus at time of hire, April 1, 2021.

(3)The amounts set forth in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value computed in accordance with the requirements of FASB ASC Topic 718, excluding the effect of any estimated forfeitures. These amounts may not correspond to the actual value eventually realized by each named executive officer, which depends on the extent to which service and performance conditions are ultimately met and the market value of our common stock in future periods. The maximum payout amounts for the 2023 PRSUs reported in the “Stock Awards” column above are as follows: Mr. Swanson, $400,114, Mr. Bragdon, $320,092, and Mr. Potter, $290,252. Assumptions used in the calculation of amounts set forth in the “Stock Awards” and “Option Awards” columns are described in the Notes to Consolidated Financial Statements for each of the years ended December 31, 2021, 2022 and 2023, included in Columbia’s Annual Reports on Form 10-K filed with the SEC.

(4)Amounts payable under the Executive Incentive Compensation Plan, if applicable, and long-term incentive cash awards, in the case of our CEO, are reflected. For 2023, there was no long-term incentive cash award payout for our CEO.

(5)Components of All Other Compensation:


Name	Matching Contributions under the Company’s 401(k) Plan ($)	Matching Contributions under the Company’s 401(k) Excess Retirement Plan ($)	Executive Officer Excess Disability Insurance Premium Payments ($)	Other Payments(a) ($)
Timothy P. Boyle	16,500	—	—	—
Jim A. Swanson	16,500	28,910	5,734	740
Joseph P. Boyle	16,500	28,276	4,489	100
Peter J. Bragdon	16,500	33,902	6,172	—
Steven M. Potter	16,500	33,996	7,262	—

(a) For Mr. Swanson, $740 represents a years of service award, and for Mr. Joseph P. Boyle, $100 represents an employee referral award.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 30

2023 Grants of Plan-Based Awards Table


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name Grant Type	Grant Date	Threshold ($)			Target ($)			Maximum ($)			Threshold (3) (#)	Target (#)	Maximum (4) (#)
Timothy P. Boyle
Short-Term Incentive		$	257,664	(1)	$	1,030,656	(1)	$	2,061,312	(1)	—	—	—	—		—		$	—	$	—
Short-Term Incentive		—			257,664		(2)	—			—	—	—	—		—		—		—
Long-Term Incentive	3/7/2023	—		(3)	2,000,000			4,000,000		(4)	—	—	—	—		—		—		—
Jim A. Swanson
Short-Term Incentive		$	86,300	(1)	$	345,201	(1)	$	690,403	(1)	—	—	—	—		—		$	—	$	—
Short-Term Incentive		—			86,300		(2)	—			—	—	—	—		—		—		—
RSUs	1/26/2023	—			—			—			—	—	—	4,643	(5)	—		—		400,041
Options	1/26/2023	—			—			—			—	—	—	—		17,625	(7)	90.85		400,010
PRSUs	3/07/2023	—			—			—			—	2,360	4,720	—						200,057
Joseph P. Boyle
Short-Term Incentive		$	84,065	(1)	$	336,259	(1)	$	672,517	(1)	—	—	—	—		—		$	—	$	—
Short-Term Incentive		—			84,065		(2)	—			—	—	—	—		—		—		—
Options	1/26/2023	—			—			—			—	—	—	—		24,234	(7)	90.85		550,005
Peter J. Bragdon
Short-Term Incentive		$	103,385	(1)	$	413,538	(1)	$	827,077	(1)	—	—	—	—		—		$	—	$	—
Short-Term Incentive		—			103,385		(2)	—			—	—	—	—		—		—		—
RSUs	1/26/2023	—			—			—			—	—	—	3,715	(6)	—		—		320,084
Options	1/26/2023	—			—			—			—	—	—	—		14,100	(8)	90.85		320,008
RSUs	3/7/2023	—			—			—			—	—	—	1,457	(6)	—		—		125,054
PRSUs	3/07/2023	—			—			—			—	1,888	3,776	—		—		—		160,046
Steven M. Potter
Short-Term Incentive		$	94,599	(1)	$	378,396	(1)	$	756,793	(1)	—	—	—	—		—		$	—	$	—
Short-Term Incentive		—			94,599		(2)	—			—	—	—	—		—		—		—
RSUs	1/26/2023	—			—			—			—	—	—	3,366	(5)	—		—		290,015
Options	1/26/2023	—			—			—			—	—	—	—		12,778	(7)	90.85		290,004
PRSUs	3/7/2023	—			—			—			—	1,712	3,424							145,126

(1)Represents the applicable target payout for the Company Performance Component under the Executive Incentive Compensation Plan. Payout targets are based on plan year eligible earnings for each named executive officer.

(2)Amount represents the Individual Performance Component target for achieving individual performance objectives under the Executive Incentive Compensation Plan. The target amount for the Individual Performance Component is also the maximum amount allowed under the plan. Payout at target is based on plan year eligible earnings for each named executive officer.

(3)At threshold performance, no PRSUs or long-term incentive cash compensation will be earned.

(4)At maximum performance, 200% of target PRSUs or long-term incentive cash compensation will be earned.

(5)The RSUs vest 25% annually (a) on the first anniversary of the first day of the first full calendar month following the award date (the “Initial Vest Date”), and (b) on each of the subsequent three anniversaries of the Initial Vest Date.

(6)The RSUs vest 12.5% semi-annually (a) on the six-month anniversary of the first day of the first full calendar month following the Initial Vest Date, and (b) on each of the subsequent seven six-month anniversaries following the Initial Vest Date. Effective January 1, 2019, employees who are at least 55 years of age and have ten years of cumulative service at time of grant are awarded time-based RSUs or stock options that vest semi-annually rather than annually. Mr. Bragdon met the age and service requirement and received the semi-annual vesting schedule.

(7)The options vest 25% on each anniversary of the award date over four years.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 31

(8)The options vest 12.5% on each six-month anniversary of the award date over four years. Effective January 1, 2019, employees who are at least 55 years of age and have ten years of cumulative service at time of grant are awarded time-based RSUs or stock options that vest semi-annually rather than annually. Mr. Bragdon met the age and service requirement and received the semi-annual vesting schedule.

Narrative Disclosure to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table

Salary. Salaries paid to our named executive officers are set forth in the 2023 Summary Compensation Table. In general, any salary increases are effective in March of the respective year.

Bonus. No discretionary bonuses were paid to our named executive officers in 2023.

Stock awards. We awarded both time-based RSUs and PRSUs in 2023, in each case under our 2020 Stock Incentive Plan, to our named executive officers, other than our CEO and Mr. Joseph P. Boyle. The amounts set forth in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the 2023 Grants of Plan-Based Awards Table represent the threshold, target and maximum number of PRSUs that may be earned by each of the named executive officers during the January 1, 2023 through December 31, 2025 performance period, depending on the extent to which Company performance goals are met or exceeded. PRSUs earned during the performance period will vest approximately in March 2026, upon certification of results and approval by the Talent and Compensation Committee. The amounts set forth in the “All Other Stock Awards” column of the 2023 Grants of Plan-Based Awards Table represent the number of time-based RSUs granted to each named executive officer.

Option awards. We awarded stock options to each of our named executive officers, other than our CEO, under our 2020 Stock Incentive Plan, in 2023. The options granted to our named executive officers are set forth in the “All Other Option Awards” column of the 2023 Grants of Plan-Based Awards Table.

Non-equity incentive plan compensation. The amounts set forth in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table consist of payments earned in 2023 and paid in early 2024 pursuant to non-equity incentive plan awards granted to our named executive officers under our Executive Incentive Compensation Plan. A discussion of the corporate performance targets that were achieved in 2023 for awards under the Executive Incentive Compensation Plan is set forth under the caption “Compensation Discussion and Analysis—Analysis of 2023 Named Executive Officer Compensation—Short-term incentive compensation” above.

The amounts set forth in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the 2023 Grants of Plan-Based Awards Table include the threshold, target and maximum amounts payable for achieving the corporate and individual performance objectives under the Executive Incentive Compensation Plan for 2023 awards, and for our CEO, the threshold, target and maximum amounts payable under his 2023 long-term incentive cash award that may be earned during the January 1, 2023 through December 31, 2025 performance period, depending on the extent to which Company performance goals are met or exceeded. Long-term incentive cash earned during the performance period will vest in or about March 2026, upon certification of results and approval by the Talent and Compensation Committee.

All other compensation. All other compensation of our named executive officers is set forth in the 2023 Summary Compensation Table for fiscal year 2023 and described in greater detail in footnote 5 to the table.

Our 401(k) Plan is our tax qualified retirement savings plan pursuant to which our U.S. employees, including the named executive officers, are able to make pre-tax and post-tax contributions from their cash compensation. Typically, we make matching contributions for all participants each year equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of eligible annual compensation. The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Plan and also limits the amount of salary and bonus with respect to which matching contributions and profit sharing contributions can be made under that plan. Accordingly, we provide our executive officers and other highly compensated employees with the opportunity to defer a portion of their eligible compensation, including amounts in excess of the tax law limit. Under our 401(k) Excess Retirement Plan, following meeting maximum IRS deferral limits under the 401(k) Plan, participants may elect to defer up to 70% of eligible compensation and the Company will make a matching contribution for the participants equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of their total eligible compensation, less the matching contribution the participant was eligible to receive under the qualified 401(k) Plan. See the “2023 Nonqualified Deferred Compensation” table below.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 32

2023 Outstanding Equity Awards at Fiscal Year-End Table


	OPTION AWARDS							STOCK AWARDS
Name Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested(6) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) ($)
Timothy P. Boyle
10/21/2021	79,284	(3)	—		$	98.74	10/21/2031	—		$	—	—		$	—
Jim A. Swanson
2/27/2015	3,548	(1)	—		$	55.89	2/26/2025	—		$	—	—		$	—
1/28/2016	3,651	(1)	—		53.35		1/27/2026	—		—		—		—
1/26/2017	3,907	(1)	—		55.53		1/25/2027	—		—		—		—
7/20/2017	4,033	(1)	—		57.95		7/19/2027	—		—		—		—
1/25/2018	7,326	(1)	—		74.59		1/25/2018	—		—		—		—
1/24/2019	8,873	(1)	—		86.42		1/24/2029	—		—		—		—
1/23/2020	—		—		—		—	408	(4)	32,452		—		—
1/23/2020	12,644	(1)	4,214	(1)	95.71		1/23/2030	—		—		—		—
1/28/2021	—		—		—		—	898	(4)	71,427		—		—
1/28/2021	8,782		8,782	(1)	87.54		1/28/2031	—		—		—		—
10/21/2021	9,237	(3)	—		98.74		10/21/2031	—		—		—		—
1/27/2022	—		—		—		—	2,889	(4)	229,791		—		—
1/27/2022	4,408	(1)	13,222	(1)	87.15		1/27/2032	—		—		—		—
4/21/2022	—		—		—		—	—		—		1,870	(7)	148,740
1/26/2023	—		—		—		—	4,643	(4)	369,304		—		—
1/26/2023	—		17,625	(1)	90.85		1/26/2033	—		—		—		—
3/7/2023	—		—		—		—	—		—		2,360	(8)	187,714
Total	66,409		43,843					8,838		$	702,974	4,230		$	336,454
Joseph P. Boyle
1/26/2017	14,065	(1)	—		$	55.53	1/25/2027	—		$	—	—		$	—
7/20/2017	5,064	(1)	—		57.95		7/19/2027	—		—		—		—
1/25/2018	17,682	(1)	—		74.59		1/25/2028	—		—		—		—
1/24/2019	19,717	(1)	—		86.42		1/24/2029	—		—		—		—
1/23/2020	19,293	(1)	6,431	(1)	95.71		1/23/2030	—		—		—		—
1/28/2021	13,804	(1)	13,804	(1)	87.54		1/28/2031	—		—		—		—
1/27/2022	6,887	(1)	20,660	(1)	87.15		1/27/2032	—		—		—		—
1/26/2023	—		24,234	(1)	90.85		1/26/2033	—		—		—		—
Total	96,512		65,129					—		$	—	—		$	—

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 33


	OPTION AWARDS							STOCK AWARDS
Name Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested(6) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) ($)
Peter J. Bragdon
7/20/2017	375	(1)	—		$	57.95	7/19/2027	—		$	—	—		$	—
1/25/2018	10,104	(1)	—		74.59		1/25/2028	—		—		—		—
1/24/2019	9,317	(2)	—		86.42		1/24/2029	—		—		—		—
1/23/2020	—		—		—		—	147	(5)	11,692		—		—
1/23/2020	10,646	(2)	1,520	(2)	95.71		1/23/2030	—		—		—		—
1/28/2021	—		—		—		—	501	(5)	39,850		—		—
1/28/2021	8,160	(2)	4,896	(2)	87.54		1/28/2031	—		—		—		—
10/21/2021	6,867	(3)	—		98.74		10/21/2031	—		—		—		—
1/27/2022	—		—		—		—	2,105	(5)	167,432		—		—
1/27/2022	5,787	(2)	9,640	(2)	87.15		1/27/2032	—		—		—		—
4/21/2022	—		—		—		—	—		—		1,636	(7)	130,127
1/26/2023	—		—		—		—	3,250	(4)	258,505		—		—
1/26/2023	1,763	(2)	12,337	(2)	90.85		1/26/2033	—		—		—		—
3/7/2023	—		—		—		—	1,457	(4)	115,890		—		—
3/7/2023	—		—		—		—	—		—		1,888	(8)	150,172
Total	53,019		28,393					7,460		$	593,369	3,524		$	280,299

Steven M. Potter
4/30/2021	—		—		$	—	—	1,620	(4)	$	128,855	—		$	—
4/30/2021	8,047	(1)	8,046	(1)	109.01		4/30/2031	—		—		—		—
1/27/2022	—		—		—		—	2,455	(4)	195,271		—		—
1/27/2022	3,747	(1)	11,239	(1)	87.15		1/27/2032	—		—		—		—
4/21/2022	—		—		—		—	—		—		1,590	(7)	126,469
1/26/2023	—		—		—		—	3,366	(4)	267,731		—		—
1/26/2023	—		12,778	(1)	90.85		1/26/2033	—		—		—		—
3/7/2023	—		—		—		—	—		—		1,712	(8)	136,172
Total	11,794		32,063					7,441		$	591,857	3,302		$	262,641

(1)The options vest 25% on each anniversary of the award date over four years.

(2)The options vest 12.5% on each six-month anniversary of the award date over four years.

(3)The options vested 100% on December 31, 2023.

(4)The RSUs vest 25% annually (a) on the first anniversary of the first day of the first full calendar month following the award date (the “Initial Vest Date”), and (b) on each of the subsequent three anniversaries of the Initial Vest Date.

(5)The RSUs vest 12.5% semi-annually (a) on the six-month anniversary of the first day of the first full calendar month following the Initial Vest Date, and (b) on each of the subsequent seven six-month anniversaries following the Initial Vest Date.

(6)Based on a value of $79.54 per share, the closing market price of our common stock on December 29, 2023, the last trading day of 2023.

(7)The number of PRSUs represent performance at target. Performance is based on two primary metrics, COI and average ROIC over the three-year performance period, 2022-2024, each representing 50% of the award and measured independently. If performance under the primary metrics results in 100% forfeiture of the award, 100% of the award will be subject to adjustment or forfeiture based on the EBIT Margin of the Company relative to the EBIT Margin of the Executive Compensation Peer Group in the performance period. Assuming performance objectives are met and approved by the Talent and Compensation Committee, the PRSUs will vest in March 2025. Actual payout will depend on actual performance, which could range from 0% to 200%, and the value of our common stock in future periods.

(8)The number of PRSUs represent performance at target. Performance is based on two primary metrics, COI and average ROIC over the three-year performance period, 2023-2025, each representing 50% of the award and measured independently. If performance under

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 34

the primary metrics results in 100% forfeiture of the award, 100% of the award will be subject to adjustment or forfeiture based on the EBIT Margin of the Company relative to the EBIT Margin of the Executive Compensation Peer Group in the performance period. Assuming performance objectives are met and approved by the Talent and Compensation Committee, the PRSUs will vest in March 2026. Actual payout will depend on actual performance, which could range from 0% to 200%, and the value of our common stock in future periods.

2023 Option Exercises and Stock Vested Table


	Stock Options		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting(1) (#)	Value Realized on Vesting ($)
Timothy P. Boyle	—	—	—	—
Jim A. Swanson	—	—	3,505	328,783
Joseph P. Boyle	—	—	—	—
Peter J. Bragdon	—	—	3,092	267,939
Steven M. Potter	—	—	1,629	147,227

(1)Represents full number of shares vested including shares surrendered to satisfy tax withholding.

2023 Nonqualified Deferred Compensation


Name	Executive Contributions in 2023(1) ($)	Matching Company Contributions for 2023(1) ($)	Aggregate Earnings in 2023(1) ($)	Aggregate Balance at 12/31/2023(1) ($)
Timothy P. Boyle	—	—	—	—
Jim A. Swanson	82,062	28,910	142,141	1,014,487
Joseph P. Boyle	201,744	28,276	299,728	1,834,698
Peter J. Bragdon	186,426	33,902	496,920	3,317,798
Steven M. Potter	250,505	33,996	97,056	814,294

(1)Amounts reported in the “Executive Contributions” column represent contributions of base salary earned and reported in the 2023 “Salary” column of the 2023 Summary Compensation Table, plus contributions earned in 2022 and paid in 2023 under the Executive Incentive Compensation Plan included in the 2022 Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” The amounts reported in the “Matching Company Contributions” column represent the pre-tax matching contributions made by us in early 2024 based on 2023 executive contributions; these amounts are also included in amounts reported for 2023 in the “All Other Compensation” column of the 2023 Summary Compensation Table. Actual matching contributions after required tax withholding were: Mr. Swanson, $28,231, Mr. Joseph P. Boyle, $27,611, Mr. Bragdon, $33,105, and Mr. Potter, $33,197. None of the amounts in the “Aggregate Earnings” column are included in amounts reported in the 2023 Summary Compensation Table because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation. As a result, excluding amounts reflected in the “Aggregate Earnings” column in this Proxy Statement and prior year proxy statements, the amounts included in the “Aggregate Balance” column that have been reported in the Summary Compensation Table in this Proxy Statement or in prior year proxy statements are: Mr. Swanson, $818,301, Mr. Joseph P. Boyle, $662,524, Mr. Bragdon, $1,938,004, and Mr. Potter $763,803.

Nonqualified Deferred Compensation Plan. In 2023, the named executive officers, excluding our CEO, were eligible to participate in our 401(k) Excess Retirement Plan. Under the plan, following meeting maximum IRS deferral limits under the qualified 401(k) Plan, the participants may elect to defer up to 70% of eligible compensation and so long as the Company makes matching contributions under the qualified 401(k) Plan for the given calendar year, we would make matching 401(k) Excess Retirement Plan contributions for eligible participants equal to 100% of their elective deferrals up to 4% of their total eligible compensation and 50% of their elective deferrals from 4% to 6% of their total eligible compensation, minus the matching contribution the participant would be eligible to receive under the qualified 401(k) Plan. To be eligible for a 401(k) Excess Retirement Plan match, participants must make a deferral election for the plan year and remain employed with the Company through December 31 of the plan year. However, if a participant has a voluntary separation of service with the Company before December 31 of the plan year, is age 55 and has at least 10 years of service, they are eligible for a 401(k) Excess Retirement Plan match. The Board or the CEO can change or eliminate matching contributions to the 401(k) Plan. Our matching contributions for 2023 to the accounts of the named executive officers under the qualified and nonqualified 401(k) plans are included under the heading “All Other

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 35

Compensation” in the 2023 Summary Compensation Table. The Company’s prior 401(k) Excess Plan was frozen as of December 31, 2021.

Amounts deferred under the 401(k) Excess Retirement Plan are credited to a participant’s account under the plan. Each participant may allocate his or her account balance for the 401(k) Excess Retirement Plan among a combination of investment funds available under the 401(k) Excess Retirement Plan. Participants’ accounts are adjusted to reflect the investment performance of the investment funds selected by the participants. Participants can change the allocation of their account balances daily. In 2023, the funds available under the 401(k) Excess Retirement Plan consisted of a money market fund, target date funds and a range of mutual funds. For 2023, the money market fund had an annualized return of 5.1%, the target date funds had annualized returns ranging from 6.4% to 12.2% and the mutual funds had annualized returns ranging from -3.7% to 32.6%. Amounts credited to participants’ accounts are invested by us in actual investments matching the investment options selected by the participants to ensure that we do not bear any investment risk related to the participants’ investment choices.

Potential Payments Upon Termination or Change in Control

Pursuant to our Change in Control Severance Plan (the “Plan”), we have agreed to provide certain benefits to our named executive officers, other than our CEO who is not eligible to participate in the Plan, in the event that the executive’s employment with Columbia is involuntarily terminated without “cause” other than in connection with a change in control, or in the event that, in connection with a change in control, the executive’s employment with Columbia is terminated by us without “cause” or by the executive for “good reason.” The Talent and Compensation Committee believes that these types of arrangements are common for companies against which we compete for talented key personnel and are beneficial for management recruitment purposes. The Plan was initially scheduled to expire on January 31, 2023, but the Talent and Compensation Committee approved an extension of its term until January 31, 2028 as well as certain other amendments.

In our plans and agreements, including the Plan, “cause” generally includes personal dishonesty intended to result in substantial personal enrichment or benefit, conviction of a felony that is injurious to Columbia, willful acts that constitute gross misconduct that is injurious to Columbia, continued violations of employment duties that are willful, a material violation of our Code of Business Conduct and Ethics, and other substantial violations of the standards set forth in the Plan, such as violation of restrictive covenants agreed to under the Plan. “Good reason” generally includes a material reduction in authority, duties, or responsibilities, a material decrease in annual base salary or a relocation of over 75 miles.

If any amounts under the Plan would constitute an excess parachute payment to an executive officer within the meaning of Section 280G of the Internal Revenue Code, the amounts payable will not exceed the amount which produces the greatest after-tax benefit to the affected individual.

Our equity awards and incentive cash programs also provide for certain benefits in the event of a named executive officer’s death, disability or retirement, as described below.

Termination Without Cause or for Good Reason, Following a Change in Control.

•Cash severance benefit. The Plan provides that each named executive officer, other than our CEO, would receive cash severance benefits payable if the executive officer’s employment is terminated by us without “cause” within 12 months following a change in control or by the officer for “good reason” on account of a “good reason” condition that initially occurred within 12 months following a change in control. In the event of a qualifying termination in connection with a change in control, the cash severance payment for Mr. Bragdon would be equal to 3.75 times his base annual salary, and for Messrs. Swanson, Joseph P. Boyle and Potter, would be equal to 3 times their base annual salary. These amounts are payable in a lump sum following the participant’s signing of a waiver and release of claims and no later than two and one-half months after the end of the fiscal year in which the termination occurred.

•Insurance continuation. In the event of a qualifying termination in connection with a change in control, each of Messrs. Swanson, Joseph P. Boyle, Bragdon, and Potter would receive health insurance benefits for the shorter of 18 months or the COBRA coverage period.

•Equity acceleration. In the event of a qualifying termination in connection with a change in control under the Plan, outstanding options and time-based RSUs held by a named executive officer would accelerate in full, and PRSUs would accelerate in vesting at the target performance level, determined on a pro-rated basis for the applicable performance period.

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 36

The following table shows the estimated change in control benefits that would have been payable to each of the eligible named executive officers if the named executive officer were terminated by us without “cause,” or if the named executive officer terminated his employment for “good reason,” within 12 months following a change in control, as of December 31, 2023 under the Plan as in effect on such date.


Name	Cash Severance Benefit ($)	Insurance Continuation(1) ($)	Option Acceleration(2) ($)	Time-based Restricted Stock Unit Acceleration(3) ($)	Performance-based Restricted Stock Unit Acceleration(4) ($)	Total Lump Sum Payments ($)
Jim A. Swanson	1,875,000	27,426	—	702,975	161,625	2,767,026
Joseph P. Boyle	1,815,000	27,426	—	—	—	1,842,426
Peter J. Bragdon	2,437,500	27,426	—	593,368	136,809	3,195,103
Steven M. Potter	2,040,000	27,426	—	591,857	129,625	2,788,908

(1)The amounts in the column represent the present value of 18 months of health insurance benefit premiums, as determined by the cost ratio policy for the Company’s employees as of December 31, 2023.

(2)The amounts in the column represent the value that would be realized on acceleration of outstanding options based on the difference between the exercise price and $79.54, the closing market price of our common stock on December 29, 2023, the last trading day of 2023. All named executive officers’ outstanding unvested options have exercise prices above $79.54.

(3)The amounts in the column represent the number of shares that would be issued under the time-based RSU awards, multiplied by a stock price of $79.54 per share, the closing market price of our common stock on December 29, 2023, the last trading day of 2023. See “2023 Outstanding Equity Awards at Fiscal Year-End Table” and “Compensation Discussion and Analysis—Analysis of 2023 Named Executive Officer Compensation—Long-term incentive compensation” above.

(4)The amounts in the column were calculated using a value of $79.54 per share, the closing market price of our common stock on December 29, 2023, the last trading day of 2023, multiplied by the number of PRSUs at target performance, determined on a pro-rata basis for each named executive officer’s period of service during the applicable performance period. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our common stock in future periods.

Termination Without Cause, Not in Connection with a Change in Control.

•Cash severance benefit. The Plan provides that each named executive officer, other than our CEO, would receive cash severance benefits payable if the executive officer’s employment is terminated by us at any time without “cause.” In the event that a named executive officer’s employment is terminated by us without “cause” and not in connection with a change in control, the cash severance benefit payment for Mr. Bragdon would be equal to 3 times his base annual salary, and for Messrs. Swanson, Joseph P. Boyle and Potter, would be equal to 2.25 times their base annual salary. These amounts are payable in a lump sum following the participant’s signing of a waiver and release of claims and no later than two and one-half months after the end of the fiscal year in which the termination occurred.

•Insurance continuation. In the event of a qualifying termination other than in connection with a change in control, each of Messrs. Swanson, Joseph P. Boyle, Bragdon, and Potter would receive health insurance benefits for the shorter of 18 months or the COBRA coverage period.

•Equity acceleration. In the event of a qualifying termination other than in connection with a change in control, options, time-based RSUs and PRSUs would not accelerate in vesting.

The following table shows the estimated severance benefits that would have been payable to each of the eligible named executive officers if his employment was terminated by us without “cause” on December 31, 2023.


Name	Cash Severance Benefit ($)		Insurance Continuation(1) ($)		Total Lump Sum Payments ($)
Jim A. Swanson	$	1,406,250	$	27,426	$	1,433,676
Joseph P. Boyle	1,361,250		27,426		1,388,676
Peter J. Bragdon	1,950,000		27,426		1,977,426
Steven M. Potter	1,530,000		27,426		1,557,426

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 37

Termination Due to Death or Disability.

The following table shows the estimated payout for each named executive officer had his employment terminated on December 31, 2023 as a result of death or disability. The time-based RSU award agreement generally requires the officer to be employed by us on the date of an award payout to receive an award payout but provides that if employment terminates earlier as a result of death or disability the officer will be entitled to acceleration of all unvested shares. Upon an officer’s disability or death, unvested options will vest on a pro-rata basis, calculated based on the days of continuous employment completed during the vesting period in which the termination date occurs, and the remaining unvested portion of the option shall be forfeited on the termination date. As of December 31, 2023, no named executive officers had in-the-money unvested options eligible for pro-ration.

For PRSUs and long-term incentive cash awards, if termination is due to officer’s disability or death on any date that is after the second anniversary of the first day of the applicable performance period, the officer’s PRSUs or long-term incentive cash awards will not be forfeited and will remain eligible to vest based on actual performance on a pro-rata basis, calculated based on the days of continuous employment from the beginning of the performance period through the date the officer’s employment is terminated. As of December 31, 2023, no named executive officers had PRSUs or long-term incentive cash awards eligible for pro-ration.

The Executive Incentive Compensation Plan provides that in the event of a participant’s death or disability, the individual’s payout will be based on actual performance, pro-rated for the number of days of continuous employment completed during the year in which the termination date occurs.


Name	Option Pro-ration(1) ($)	Time-based Restricted Stock Unit Acceleration(2) ($)	Long-term Incentive Cash Award Value Pro-ration(3) ($)	Performance-based Restricted Stock Unit Pro-ration(4) ($)	Payout under Non-Equity Incentive Plan Awards(5) ($)	Total Lump Sum Payments ($)
Timothy P. Boyle	—	—	—	—	533,364	$	533,364
Jim A. Swanson	—	702,975	—	—	200,217	903,192
Joseph P. Boyle	—	—	—	—	186,623	186,623
Peter J. Bragdon	—	593,368	—	—	239,852	833,220
Steven M. Potter	—	591,857	—	—	214,740	806,597

(1)All options held by named executive officers have exercise prices above $79.54, the closing market price of our common stock on December 29, 2023, the last trading day of 2023.

(2)The amounts in the column represent the number of shares that would be issued under the time-based RSU awards, multiplied by a stock price of $79.54 per share, which was the closing price of our common stock on December 29, 2023, the last trading day of 2023. See “2023 Outstanding Equity Awards at Fiscal Year-End Table” and “Compensation Discussion and Analysis—Analysis of 2023 Named Executive Officer Compensation—Long-term incentive compensation” above.

(3)The amounts in the column represent the value of eligible outstanding long-term incentive cash awards, if termination occurs after the 2nd anniversary of the 1st day of the performance period, pro-rated based the number on days of continuous employment from the beginning of the performance period through December 31, 2023. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met. As described above, no such amounts applied as of December 31, 2023.

(4)The amounts in the column represent the value that would be realized on vesting of eligible outstanding PRSU awards, if termination occurs after the 2nd anniversary of the 1st day of the performance period, pro-rated based on the number of days of continuous employment from the beginning of the performance period through December 31, 2023, the termination date, multiplied by a stock price of $79.54 per share, which was the closing price of our common stock on December 29, 2023, the last trading day of 2023. This value may not correspond to the actual value that will be realized by the named executive officers, which depends on the extent to which performance conditions are ultimately met and the value of our common stock in future periods. As described above, no such amounts applied as of December 31, 2023.

(5)The amounts in this column represent the estimated payouts that would be made under our Executive Incentive Compensation Plan.

Termination Due to Retirement.

The following table shows the estimated payout for each named executive officer had his employment terminated on December 31, 2023 as a result of retirement. For PRSUs and long-term incentive cash awards, if termination is on any date that is after the later of (i) the second anniversary of the first day of the applicable performance period and (ii) the officer’s retirement eligibility date, the officer’s PRSUs or long-term incentive cash awards will not be forfeited and will remain eligible to vest based on actual performance on a pro-rata basis, calculated based on the number of days of continuous employment from the beginning of the performance period through the date officer’s employment is terminated. “Retirement” has the meaning as provided in the applicable policy maintained by the Company or, in the absence of a policy, as determined by the Board in its discretion in

COLUMBIA SPORTSWEAR COMPANY | 2023 Annual Proxy Statement | 38

accordance with applicable law. The Company’s current policy defines “retirement” as 55 years of age and 10 years of cumulative service. As of December 31, 2023, our CEO and Mr. Bragdon are the only named executive officers who are retirement eligible, but they do not have outstanding PRSUs or long-term incentive cash awards eligible for pro-ration.

The Executive Incentive Compensation Plan provides that in the event of participant’s retirement, the individual’s payout will be based on actual performance, pro-rated for the number of days of continuous employment completed during the year in which the termination date occurs.

The 401(k) Excess Retirement Plan provides that in the event of participant’s retirement, they are eligible for a matching contribution for the current plan year.


Name	Long-term Incentive Cash Award Value Pro-ration(1) ($)	Performance-Based Restricted Stock Unit Value Pro-ration(2) ($)	Payout under Non-Equity Incentive Plan Awards(3) ($)	401(k) Excess Retirement Plan Match(4) ($)	Total Lump Sum Payments ($)
Timothy P. Boyle	—	—	533,364	—	$	533,364
Jim A. Swanson	—	—	—	—	$	—
Joseph P. Boyle	—	—	—	—	$	—
Peter J. Bragdon	—	—	239,852	33,902