Columbia Sportswear Company Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]


NOTE 13 — SHARE-BASED COMPENSATION

At its Annual Meeting held on June 3, 2020, the Company’s shareholders approved the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), and the 2020 Plan became effective on that date following such approval. The 2020 Plan replaced the Company’s 1997 Stock Incentive Plan (the "Prior Plan”) and no new awards will be granted under the Prior Plan. The terms and conditions of the awards granted under the Prior Plan will remain in effect with respect to awards granted under the Prior Plan. The Company has reserved 3.0 million shares of common stock for issuance under the 2020 Plan, plus up to an aggregate of 1.5 million shares of the Company's common stock that were previously authorized and available for issuance under the Prior Plan. As of December 31, 2024, 2,223,759 shares were available for future grants under the 2020 Plan.

The Company's Stock Incentive Plan allows for grants of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, and other share-based or cash-based awards to officers, executives, key employees and nonemployee members of the Company’s Board of Directors. The Company uses original issuance shares to satisfy share-based payments.

SHARE-BASED COMPENSATION EXPENSE

Share-based compensation expense, which is primarily recorded in SG&A expenses, consisted of the following:


	Year Ended December 31,
(in thousands)	2024		2023		2022
Share-based compensation expense - equity awards	$	24,777	$	23,051	$	21,021
Share-based compensation expense - liability awards	390		—		—
Pre-tax share-based compensation expense	25,167		23,051		21,021
Income tax benefits	(5,774)		(5,365)		(4,867)
Total share-based compensation expense, net of tax	$	19,393	$	17,686	$	16,154

The Company realized a tax benefit for the deduction from share-based award transactions of $3.7 million, $3.9 million and $3.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

STOCK OPTIONS

Options to purchase the Company's common stock are granted at exercise prices equal to or greater than the fair market value of the Company's common stock on the date of grant. Options generally vest and become exercisable ratably on an annual basis over a period of four years and expire ten years from the date of the grant.

The fair value of stock options is determined using the Black-Scholes model. Key inputs and assumptions used in the model include the exercise price of the award, the expected option term, the expected stock price volatility of the Company's stock over the option's expected term, the risk-free interest rate over the option's expected term, and the Company's expected annual dividend yield. The option's expected term is derived from historical option exercise behavior and the option's terms and conditions, which the Company believes provide a reasonable basis for estimating an expected term. The expected volatility is estimated based on observations of the Company's historical volatility over the most recent term commensurate with the expected term. The risk-free interest rate is based on the U.S. Treasury yield approximating the expected term. The dividend yield is based on the expected cash dividend payouts.

The weighted average assumptions for stock options granted and resulting fair value is as follows:


	Year Ended December 31,
	2024	2023	2022
Expected option term	4.43 years	4.39 years	4.36 years
Expected stock price volatility	26.39%	27.37%	25.38%
Risk-free interest rate	4.34%	4.03%	1.72%
Expected annual dividend yield	1.45%	1.36%	1.26%
Weighted average grant date fair value per stock option granted	$20.86	$22.61	$18.33

The following table summarizes stock option activity under the Plan:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (1) (in thousands)
Outstanding as of December 31, 2023	2,280,014	$	87.08
Granted	156,277	82.55
Exercised	(94,391)	64.84
Forfeited or expired	(195,252)	90.24
Outstanding as of December 31, 2024	2,146,648	$	87.44	6.16	$	5,925

Vested and expected to vest as of December 31, 2024	2,104,270	$	87.46	6.11	$	5,886
Exercisable as of December 31, 2024	1,434,401	$	87.07	5.30	$	5,475

(1) The aggregate intrinsic value above represents pre-tax intrinsic value that would have been realized if all options had been exercised on the last business day of the period indicated, based on the Company's closing stock price on that day.

Stock option compensation expense net of estimated forfeitures, was $6.4 million, $8.2 million and $7.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, unrecognized costs related to outstanding stock options was net of estimated forfeitures and totaled $8.9 million, before any related tax benefit. These unrecognized costs related to stock options are expected to be recognized over a weighted average period of 1.88 years. The aggregate intrinsic value of stock options exercised was $1.8 million, $3.0 million and $3.4 million for the years ended December 31, 2024, 2023 and 2022, respectively. The total cash received as a result of stock option exercises was $6.1 million, $7.4 million and $6.6 million for the years ended December 31, 2024, 2023 and 2022, respectively.

RESTRICTED STOCK UNITS

Time-Based Restricted Stock Units

The Company has historically disclosed its Restricted Stock Units footnote on an aggregated basis to include both time and performance-based restricted stock units. The Company’s performance-based restricted stock units, representing 23,374 outstanding shares as of December 31, 2023, and the corresponding weighted average grant date fair value assumptions, compensation expense recognized, and total fair value of shares vested have been disclosed separately between time and performance-based restricted stock units for all related periods presented to conform to current year presentation.

Time-based restricted stock units (“time-based RSUs”) are granted at no cost to officers, executives, key employees, and nonemployee members of the Company’s Board of Directors and generally vest over a period of four years. Time-based RSUs granted to nonemployee members of the Company’s Board of Directors vest over a period of one year. Time-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service. Dividend equivalents do not accrue on time-based RSUs.

The fair value of time-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period and the Company's expected annual dividend yield.

The weighted average assumptions for time-based RSUs granted and resulting fair value is as follows:


	Year Ended December 31,
	2024	2023	2022
Vesting period	3.82 years	3.78 years	3.76 years
Expected annual dividend yield	1.45%	1.39%	1.30%
Weighted average grant date fair value per time-based RSU granted	$78.26	$82.37	$85.25

The following table summarizes the time-based RSU activity under the Plan:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	455,641	$	84.77
Granted	369,353	78.26
Vested(1)	(177,341)	84.25
Forfeited	(61,637)	81.85
Outstanding as of December 31, 2024	586,016	$	81.13

(1) The number of awards vested is net of shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended December 31, 2024, the Company withheld 59,877 to satisfy $4.9 million of employees' tax obligations for time-based RSUs.

Time-based RSU compensation expense, net of estimated forfeitures, was $17.2 million, $14.3 million and $12.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, unrecognized costs related to time-based RSUs was net of estimated forfeitures and totaled $30.5 million, before any related tax benefit. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 2.44 years. The total fair value of shares vested for time-based RSUs was $14.4 million, $13.1 million and $12.1 million during the years ended December 31, 2024, 2023 and 2022, respectively, computed as of the date of vesting.

Performance-Based Restricted Stock Units

Performance-based restricted stock units (“performance-based RSUs”) are granted at no cost to certain members of the Company's executive team, excluding the Chief Executive Officer, and are subject to performance and time-based vesting conditions. The number of shares earned by participants, if any, is based on the achievement of the multi-year financial performance targets set by the Talent and Compensation Committee of the Board of Directors and, for some awards, the Company’s financial performance relative to certain comparator companies. The number of performance-based RSUs earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0% and 200%, respectively, based on actual performance.

Performance-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service and Company performance over a period of approximately two to three years. Dividend equivalents do not accrue on performance-based RSUs.

The grant date fair value of performance-based RSUs is determined using the closing price of the Company’s common stock on the date of grant, reduced by the present value of dividends not received during the vesting period. Other assumptions incorporated into the grant date fair value include the vesting period and the Company's expected annual dividend yield.

The weighted average assumptions for performance-based RSUs granted and resulting fair value is as follows:


	Year Ended December 31,
	2024	2023	2022
Vesting period	2.82 years	2.99 years	2.87 years
Expected annual dividend yield	1.50%	1.36%	1.35%
Weighted average grant date fair value per performance-based RSU granted	$76.54	$84.77	$85.64

The following table summarizes the performance-based RSU activity under the Plan:


	Number of Shares(1)	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	23,374	$	85.18
Granted	30,533	76.54
Vested(2)	—	—
Forfeited	(2,028)	83.73
Outstanding as of December 31, 2024	51,879	$	80.15

(1) Reflects activity at target level of awards and has not been adjusted for performance conditions, except for awards that vested during the period.

(2) The number of awards vested is net of shares withheld by the Company to pay up to maximum statutory requirements to taxing authorities on behalf of the employee. For the year ended December 31, 2024, the Company did not withhold any shares to satisfy employees' tax obligations since no awards vested.

Performance-based RSU compensation expense, net of estimated forfeitures, was $0.6 million, $0.5 million and $0.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 unrecognized costs related to performance-based RSUs, which are net of estimated forfeitures and reflect achievement of performance forecasted as of the balance sheet date, totaled $0.9 million, before any related tax benefit. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 1.46 years. No shares vested for performance-based RSUs during the year ended December 31, 2024. The total fair value of shares vested for performance-based RSUs was $0.6 million and $0.3 million during the years ended December 31, 2023 and 2022, respectively, computed as of the date of vesting.

Market-Based Restricted Stock Units

Market-based restricted stock units (“market-based RSUs”) are granted at no cost to certain members of the Company's executive team, excluding the Chief Executive Officer, and are subject to market and time-based vesting conditions. Market-based RSUs vest in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and are based on continued service and relative total shareholder return of the Company against a comparator group over a period of approximately three years. The number of market-based RSUs earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0% and 200%, respectively, based on actual performance. Dividend equivalents do not accrue on market-based RSUs.

The grant date fair value of market-based RSUs is determined using a Monte Carlo model that simulates a distribution of stock prices for the Company and comparator companies throughout the performance period. Assumptions incorporated into the grant date fair value include the vesting period, expected annual dividend yield, volatility, and correlation coefficients.

The weighted average assumptions for market-based RSUs granted and resulting fair value is as follows:


	Year Ended December 31,
	2024	2023	2022
Vesting period	2.82 years	0 years	0 years
Weighted average grant date fair value per market-based RSU granted	$89.25	$—	$—

The following table summarizes the market-based RSU activity under the Plan:


	Number of Shares(1)	Weighted Average Grant Date Fair Value
Outstanding as of December 31, 2023	—	$	—
Granted	26,613	89.25
Vested(2)	—	—
Forfeited	(340)	89.25
Outstanding as of December 31, 2024	26,273	$	89.25

(1) Reflects activity at target level of awards and has not been adjusted for market conditions, except for awards that vested during the period.

Market-based RSU compensation expense, net of estimated forfeitures, was $0.6 million, $0 and $0 for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, unrecognized costs, net of estimated forfeitures, related to market-based RSUs totaled $1.5 million, before any related tax benefit. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 2 years. No market-based RSUs were outstanding during the years ended December 31, 2023 or 2022, and no shares vested for market-based RSUs during the years ended December 31, 2024, 2023 and 2022.

Market-Based Long-Term Cash Award

In 2024 the Company issued a long-term cash award to its Chief Executive Officer with a target value of $1.2 million that includes both a market and time-based vesting condition. The market-based long-term cash award is liability classified and vests in accordance with the terms and conditions established by the Talent and Compensation Committee of the Board of Directors, and is based on continued service and relative total shareholder return of the Company against a comparator group over a period of approximately three years. The amount of the long-term cash award earned may be adjusted upward or downward, resulting in a minimum and maximum payout of 0% and 200%, respectively, based on actual performance.

The fair value of the market-based long-term cash award was determined using a Monte Carlo model that simulates a distribution of stock prices for the Company and comparator companies throughout the performance period. Compensation expense recognized for the year ended December 31, 2024 was $0.4 million. Fair value of the award as of December 31, 2024 was $1.3 million and the Company had unrecognized compensation costs of $0.9 million. These unrecognized costs as of December 31, 2024 are expected to be recognized over a weighted average period of 2 years.