We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Umpqua Holdings Corporation | NASDAQ:UMPQ | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 17.66 | 18.54 | 18.55 | 0 | 01:00:00 |
UNITED STATES
|
||
SECURITIES AND EXCHANGE COMMISSION
|
||
Washington, D.C. 20549
|
||
|
||
SCHEDULE 14A
|
||
|
||
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
||
|
||
Filed by the Registrant
x
|
||
|
||
Filed by a Party other than the Registrant
o
|
||
|
||
Check the appropriate box:
|
||
x
|
Preliminary Proxy Statement
|
|
o
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
o
|
Definitive Proxy Statement
|
|
o
|
Definitive Additional Materials
|
|
o
|
Soliciting Material under §240.14a-12
|
|
|
||
Umpqua Holdings Corporation
|
||
(Name of Registrant as Specified In Its Charter)
|
||
|
||
|
||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
||
|
||
Payment of Filing Fee (Check the appropriate box):
|
||
x
|
No fee required.
|
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
o
|
Fee paid previously with preliminary materials.
|
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
•
|
Election of Directors
. Elect 10 nominees to Umpqua Holdings Corporation’s board of directors, to hold office until the 2019 annual meeting of shareholders and qualification and election of their successors.
|
•
|
Ratification of Registered Public Accounting Firm Selection
. Non-binding vote on the Audit and Compliance Committee’s selection of Moss Adams LLP as Umpqua Holdings Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
|
•
|
Amendment to Articles of Incorporation
. Vote on an amendment to our Articles of Incorporation to implement a majority voting standard for the election of directors in uncontested elections.
|
•
|
Advisory Vote on Executive Compensation
. Non-binding vote to approve the compensation of the named executive officers as described in the Proxy Statement for the 2018 Annual Meeting of Shareholders.
|
•
|
Considering and acting upon such other business that is properly brought before the annual meeting or any adjournments or postponements thereof.
|
|
By Order of the Board of Directors,
|
|
|
|
Andrew H. Ognall
|
March 2, 2018
|
EVP/General Counsel/Secretary
|
PROXY SUMMARY
|
|
ANNUAL MEETING BUSINESS
|
|
ITEM 1. ELECTION OF DIRECTORS
|
|
DIRECTORS
|
|
ITEM 2. RATIFICATION OF REGISTERED PUBLIC ACCOUNTING FIRM APPOINTMENT
|
|
ITEM 3. AMENDMENT TO ARTICLES OF INCORPORATION TO PROVIDE FOR MAJORITY VOTING IN UNCONTESTED ELECTIONS OF DIRECTORS
|
|
ITEM 4. ADVISORY VOTE ON RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
|
|
OTHER BUSINESS
|
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
|
|
INFORMATION ABOUT EXECUTIVE OFFICERS
|
|
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
|
|
CORPORATE GOVERNANCE OVERVIEW
|
|
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
|
SHAREHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS
|
|
RELATED PARTY TRANSACTIONS
|
|
DIRECTOR COMPENSATION
|
|
COMPENSATION DISCUSSION AND ANAYLSIS ("CD&A)
|
|
Section 1 - Executive Summary
|
|
Section 2 - Performance and Pay
|
|
Section 3 - Compensation Process and Decisions for 2017
|
|
Section 4 - Other Compensation Information
|
|
COMPENSATION COMMITTEE REPORT
|
|
COMPENSATION TABLES
|
|
INCORPORATION BY REFERENCE
|
|
QUESTIONS AND ANSWERS ABOUT VOTING AND THE SHAREHOLDER MEETING
|
|
These proxy materials are provided in connection with the solicitation of proxies by the board of directors of Umpqua Holdings Corporation for the annual meeting of shareholders and at any adjournments or postponements of the meeting. This Proxy Statement and accompanying proxy card are being sent or made available on or about March 2, 2018. In this Proxy Statement we refer to Umpqua Holdings Corporation as the “Company,” “Umpqua,” “we,” “us,” “our,” or similar references.
|
|
2017 FINANCIAL AND BUSINESS HIGHLIGHTS
|
||
|
|
|
LOAN AND DEPOSIT GROWTH
INCREASED EARNINGS
STRONG CREDIT QUALITY
PRUDENT CAPITAL MANAGEMENT
|
|
• Total assets of $25.7 billion as of December 31, 2017, compared to $24.8 billion as of December 31, 2016 and $23.4 billion at December 31, 2015
o Gross loans and leases grew 9%, or $1.6 billion, year-over-year
o Deposits increased $927.3 million, or 5%, to $19.9 billion at December 31, 2017
• 2017 earnings per diluted share of $1.11 compared to $1.05 for 2016
• Net charge-offs to average loans and leases of 0.22% for 2017 and 2016
• Non-performing assets to total assets ratio of 0.37% in 2017 compared to 0.25% in 2016
• Declared dividends of $0.68 per share in 2017 compared to $0.64 per share in 2016
• Tangible book value grew by 5% in 2017, including the impact of dividends by 12%
|
|
|
|
SUCCESSFUL COMPLETION OF LEADERSHIP TRANSITION
INDUSTRY RECOGNITION
|
|
• On January 1, 2017 Cort O’Haver became President and CEO of Umpqua and Umpqua Bank
• The board of directors appointed Lead Director Peggy Fowler as independent Board Chair effective December 31, 2017, with the retirement of Ray Davis
• Ranked 45
th
best bank on
Forbes
magazine’s “America’s Best and Worst Banks” published in January 2018
• Named most admired financial services company in Oregon by the
Portland Business Journal
for the thirteenth consecutive year
• Recognized as one of Oregon’s “Top Workplaces” by
The Oregonian
in September 2017
|
|
|
|
|
|
|
GOVERNANCE HIGHLIGHTS
|
||
|
|
|
SHAREHOLDER ENGAGEMENT
|
|
• Annually shareholder outreach program to shareholders holding approximately 75% of our outstanding common stock to discuss corporate governance and compensation matters
• Review compensation specific feedback with the independent Compensation Committee and governance feedback with the independent Governance Committee
|
|
|
|
BOARD OF DIRECTORS
|
|
• Annual election of directors
• Majority of the board is independent
• Director resignation policy in uncontested elections for a nominee who does not receive a majority of votes for his or her election
• Fully independent Audit, Compensation and Governance Committees
• Average director tenure of 7 years and average director age of 57 years
Director Tenure
|
|
|
|
|
|
• Annual strategic planning session
• Regular executive sessions for all committees and the board
• Annual board and committee evaluation process
• No director serves on more than two public company boards
|
|
|
|
COMPENSATION HIGHLIGHTS
|
||
|
|
|
LONG-TERM AND PERFORMANCE FOCUSED PROGRAM
STRONG GOVERNANCE FEATURES
|
|
• Predominantly performance-based incentive programs with conditions that encourage long-term value creation:
o equity awards tied to total shareholder return and return on tangible common equity, each relative to a peer group
o annual cash incentives tied to meaningful operating earnings per share results that are based on progress on key strategic initiatives
o circuit-breaker provisions in incentive awards
o 100% of CEO awards are based on objective performance conditions
• Stock retention, or hold-to-retirement, requirement for executive officers
• Clawback provisions applicable to all cash incentives and equity awards
• Minimum one-year equity award vesting requirement
• Avoid problematic pay practices such as single-trigger change-in-control provisions and tax gross-ups on severance or change-in-control benefits
• Independent Compensation Committee that engages its own advisors
• Stock ownership requirements for directors and executive officers
• Prohibit hedging transactions with Company stock
• Cutback for compensation that would be subject to a lost deduction under Section 280G of the Code
• No dividends on unvested equity awards
• No significant perquisites
|
ANNUAL MEETING BUSINESS
|
Proposal
Number |
Proposal
|
Vote Required for Approval
|
Effect of
Abstentions
|
Broker Discretionary Voting Allowed?
|
Effect of Broker Non-Votes
|
1
|
Election of Directors
|
Plurality*
|
No effect; not treated as a vote cast, except for quorum purposes
|
No
|
No Effect
|
2
|
Ratification of Independent
Registered Public Accounting Firm
|
Votes cast “For” exceed “Against” votes
|
No effect; not treated as a vote cast, except for quorum purposes
|
Yes
|
Not Applicable
|
3
|
Amendment to Articles of Incorporation
|
Votes cast “For” exceed “Against” votes
|
No effect; not treated as a vote cast, except for quorum purposes
|
No
|
No Effect
|
4
|
Advisory vote on executive
compensation (“say on pay”)
|
Votes cast “For” exceed “Against” votes
|
No effect; not treated as a vote cast, except for quorum purposes
|
No
|
No Effect
|
*
|
The Company’s majority voting / director resignation policy requires nominees who receive more votes cast against their election than for to tender their resignation to the board following the annual meeting.
|
NOMINEE
|
AGE
|
PRINCIPAL OCCUPATION
|
DIRECTOR SINCE
|
Peggy Fowler
|
66
|
Retired President and CEO of Portland General Electric
|
2009
|
Stephen Gambee
|
54
|
President and CEO of Rogue Waste, Inc.
|
2005
|
James Greene
|
64
|
Founder and Managing Partner of Sky D Ventures
|
2012
|
Luis Machuca
|
60
|
President and CEO of Enli Health Intelligence
|
2010
|
Cort O’Haver
|
55
|
President and CEO of Umpqua and Umpqua Bank
|
2017
|
Maria Pope
|
53
|
President and CEO of Portland General Electric
|
2014
|
John Schultz
|
53
|
Executive Vice President, Chief Legal and Administrative Officer, and Corporate Secretary of Hewlett Packard Enterprise
|
2015
|
Susan Stevens
|
67
|
Retired head of Corporate Banking for the Americas at J.P. Morgan Securities
|
2012
|
Hilliard Terry
|
48
|
Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited
|
2010
|
Bryan Timm
|
54
|
Former President of Columbia Sportswear Company
|
2004
|
|
|
Peggy Y. Fowler
, age 66, was appointed to the board in April 2009. Ms. Fowler served as CEO and President of Portland General Electric Company (“PGE”) (NYSE: POR) from April 2000 to December 31, 2008 and as Co-CEO from January 1, 2009 to March 1, 2009. She was Chair of the PGE board from May 2001 until January 2004. She served as President of PGE from 1998 until 2000 and is currently a director of Hawaiian Electric Industries (NYSE: HEI).
|
|
Qualifications and Experience:
|
|
|
Leadership:
Strong leadership and business operations experience as President and CEO of PGE, director of Cambia Health Solutions, Inc., Chief Operating Officer of PGE’s Distribution Operations, Senior Vice President of PGE’s customer service and delivery and Vice President of PGE’s power production and supply.
Industry:
Banking industry experience as director of the Portland branch of the Federal Reserve Bank of San Francisco.
Finance:
Expertise serving as a committee member for several entities: Audit Committee for Hawaiian Electric Company; Finance Committee for PGE; and Audit, Investment and Executive and Governance Committees for Cambia.
Civic:
Board service as a director for PGE Foundation and Mentor for International Women’s Forum.
Governance:
Current Lead Director of Umpqua's Board of Directors, Vice Chair of the Umpqua Executive Committee and Chair of Umpqua's Governance Committee, Member HEI Compensation Committee.
|
|
Peggy Y. Fowler
|
|
|
|
|
|
|
|
|
|
|
Stephen M. Gambee
, age 54, was appointed to the board in July 2005. Since 1994 he has been the President and CEO and a shareholder of Rogue Valley Properties, Inc. and a Managing Member of Rogue Waste Systems, LLC, a family owned business providing waste disposal and environmental services in Southern Oregon. Prior to assuming the duties of the family businesses, Mr. Gambee was a real estate economist employed by Robert Charles Lesser & Co./Hobson & Associates as the Pacific Northwest Director of Consulting.
|
|
Qualifications and Experience:
|
|
|
Leadership:
Management, leadership, business operations and governmental relations experience as President and CEO of Rogue Valley Properties and Managing Member of Rogue Waste Systems, LLC, which are environmentally conscious waste management businesses.
Civic:
Currently Chair of Jackson County Board of Commissioners Economic Development Advisory Committee and Secretary of the Medford-Jackson County Chamber of Commerce. Mr. Gambee has also previously served as: Director and President of the Craterian Theater/Collier Center of the Performing Arts; Treasurer of YPO Oregon Evergreen Chapter; Director and Treasurer for Rogue Gallery and Art Center; and Director of the Jackson‑Josephine County Boys and Girls Club.
Governance:
Current Vice Chair of the Umpqua Enterprise Risk and Credit Committee and member of the Umpqua Audit and Compliance, and Finance and Capital Committees.
|
|
Stephen M. Gambee
|
|
|
|
|
|
|
James S. Greene
, age 64, was appointed to the board in July 2012. Mr. Greene is currently Founder and Managing Partner of Sky D Ventures, a private equity and advisory services company serving the financial services and FinTech global market. Prior to Sky D Ventures, Mr. Greene was a general partner of Frost Data Capital, LLC, an investment and incubator vehicle for “big data” companies, from November 2013 to October 2015. He was previously a Vice President with Cisco Systems, Inc. (NASDQ: CSCO) in its Global Advanced Services Organization, a position he held from February 2012 to September 2013. He joined Cisco in 2005 as Vice President and Global Head of its Financial Services Consulting Business. From there he served as leader of Cisco’s global Strategic Partner Organization.
|
|
Qualifications and Experience:
|
|
|
Leadership:
Business and technology strategy formulation, private equity and venture investing, business operations and information technology systems, solutions, sales and delivery. Senior executive roles at Accenture, CapGemini and Cisco Systems, Inc.
Industry
: Global Financial Services and Global FinTech. Big data platforms and solutions.
Finance
: Serving the global financial services industry for 33 years.
Civic
: Neighborhood association and board. Community sports teams.
Governance
: 10 year member of the board of Electronics For Imaging, Inc., a public company (NASDAQ: EFII), where he served on the board’s Audit Committee, Governance and Nomination Committees. Current member of Umpqua’s Executive, Finance and Capital, Governance, and Enterprise Risk and Credit Committees and Chair of Pivotus Ventures, Inc. He has served on several private company boards and advisory boards.
|
|
James S. Greene
|
|
|
|
|
|
|
|
|
|
|
Luis F. Machuca
, age 60, was appointed to the board in January 2010. Since January 2002, he has been President and Chief Executive Officer of Enli Health Intelligence Corporation, a healthcare applications company that activates collaborative care.
|
|
Qualifications and Experience:
|
|
|
Leadership: Business operations and innovation technology experience as President and CEO of Enli as well as senior leadership roles at Intel Corp., EVP of the NEC Computer Services Division of PB-NEC Corp. and President and COO of eFusion Corp.
Civic: Serves on the Cambia Health Solutions Board of Directors and chairs the UniteOr Board of Directors. He has served as director or trustee of the University of Portland Board of Regents, the Oregon Health & Science University Foundation Board of Trustees, the ENDfootwear Advisory Board, the Catholic Charities of Oregon Board of Directors, the Portland Metropolitan Family Services Board of Directors, the Jesuit High School Board of Trustees, the Lifeworks NW Board of Directors, and the Boy Scouts of America Cascade Pacific Council Executive Board.
Governance:
Chair of Umpqua's Compensation Committee, Vice Chair of Umpqua's Finance and Capital Committee and serves on the Umpqua Executive, and Governance Committees.
|
|
Luis F. Machuca
|
|
|
|
|
|
|
Cort L. O'Haver
, age 55, serves as director, President and Chief Executive Officer of Umpqua and Umpqua Bank, positions he has held since January 2017. Mr. O’Haver served as Commercial Bank President of Umpqua Bank from April 2014 to April 2016 when he became President of Umpqua Bank. He served as Senior Executive Vice President of Umpqua and Umpqua Bank from August 2013 to April 2014, and from March 2010 to August 2013 he served as Executive Vice President/Commercial Banking of Umpqua and Umpqua Bank. From October 2006 until he joined Umpqua, Mr. O'Haver was employed by Mechanics Bank as Executive Vice President and Director of Corporate Banking. Prior to that time, he was a Senior Vice President in charge of the Real Estate Lending Division at U.S. Bank, with responsibility for California, Oregon and Washington.
|
|
Qualifications and Experience:
|
|
|
Leadership
: Extensive leadership, management and business operations experience with Umpqua Bank as commercial banking president.
Industry: Over 25 years of commercial banking experience including leadership positions with Mechanics Bank in California (corporate banking) and with U.S. Bank with responsibility for California, Oregon and Washington (real estate lending).
Governance
: Current member of the Umpqua Executive, Finance and Capital, and Enterprise Risk and Credit Committees.
|
|
Cort L. O'Haver
|
|
|
|
|
|
|
|
|
|
|
Maria M. Pope
, age 53, joined the board in April 2014, effective with the closing of the Sterling merger. Since January 2018, Ms. Pope has served as President and CEO of PGE. Effective October 2017, Ms. Pope became President of PGE. From March 2013 to October 2017, Ms. Pope served as Senior Vice President, Power Supply, Operations, and Resource Strategy for PGE. She serves as a general partner shareholder and director of Pope Resources, a Delaware limited partnership (NASDAQ: POPE).
|
|
Qualifications and Experience:
|
|
|
Leadership:
Leadership and business management experience as a senior executive of PGE and her former positions as chief financial officer of Mentor Graphics Corp. and Pope & Talbot, Inc.
Finance:
CFO roles of three publicly traded companies and past Chair of the Audit Committees of TimberWest Forest Corp., Premera Blue Cross and Oregon Health & Sciences University (OHSU).
Civic:
Chair of OHSU’s Governing Board (appointed by the Governor, 2010), prior Chair of the Oregon Symphony and Council of Forest Industries.
Governance:
Currently serves as Vice Chair of Umpqua’s Audit and Compliance Committee, and serves on Umpqua’s Compensation Committee.
|
|
Maria M. Pope
|
|
|
|
|
|
|
John F. Schultz
, age 53, appointed to the board in September 2015. Mr. Schultz is currently Executive Vice President, Chief Legal and Administrative Officer, and Corporate Secretary of Hewlett Packard Enterprise (NYSE: HPE), a leading global provider of cutting-edge technology solutions to optimize traditional information technology and help build the secure, cloud-enabled, mobile-ready future uniquely suited to their customers’ needs. He held the same role at Hewlett-Packard Company prior to the company’s separation into Hewlett Packard Enterprise and HP Inc. and served as a member of the HP Executive Counsel from 2012-2015. He was previously Deputy General Counsel, Litigation Investigations and Global Functions with Hewlett-Packard Company, a position he held from 2008-2012.
|
|
Qualifications and Experience:
|
|
|
Industry/Skills:
As general counsel for a publicly traded corporation, leads risk management functions, including ethics, litigation management, and cybersecurity.
Civic:
Nonprofit leadership.
Governance:
Current Vice Chair of the Umpqua Compensation Committee, and member of the Umpqua Audit and Compliance Committee.
|
|
John F. Schultz
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susan F. Stevens
, age 67, was appointed to the board in September 2012. Ms. Stevens was a senior executive who retired as head of Corporate Banking for the Americas at J.P. Morgan Securities Inc. in 2011. She held that position from 2006 until 2011. She was at J.P. Morgan for 15 years. Prior to 2006, she was a Managing Director in Loan Syndications, where she was head of the Investment Grade Syndications group from 2001 to 2006. She was head of Capital Markets at Wells Fargo Bank from 1992 to 1995. She was with Bank of America for 11 years before joining Wells Fargo.
|
|
Qualifications and Experience:
|
|
|
Industry:
Over 35 years in the banking industry with broad industry knowledge and experience in client management, capital markets and risk management.
Civic:
Board of Trustees of the University of Oregon Foundation, Eugene, OR (2016‑present) (Finance and Audit Committees) and The Neighborhood Coalition for Shelter, New York, NY (Chair of the Finance Committee, Treasurer and on the Executive Committee).
Governance:
Current Chair of the Umpqua Enterprise Risk and Credit Committee and member of the Umpqua Audit and Compliance, Executive, and Governance Committees. Board Member of The Red Duck, a consumer products start up.
|
|
Susan F. Stevens
|
|
|
|
|
|
|
Hilliard C. Terry, III
, age 48, was appointed to the board in January 2010. Since January 2012, he has served as Executive Vice President and Chief Financial Officer of Textainer Group Holdings Limited (NYSE: TGH), an intermodal marine container management and leasing company. Before joining Textainer, he was Vice President and Treasurer of Agilent Technologies, Inc. (NYSE: A), which he joined in 1999, prior to the company’s initial public offering and spinoff from Hewlett-Packard Company (“HP”). Mr. Terry held positions in investor relations and/or investment banking with Kenetech Corporation, VeriFone, Inc. and Goldman Sachs & Co.
|
|
Qualifications and Experience:
|
|
|
Leadership:
Senior leadership and business management experience as a senior executive of Textainer Group Holdings Limited and previously as an executive of Agilent Technologies, Inc.
Marketing:
Extensive investor communications and marketing experience as the Head of Investor Relations and primary spokesperson to the investment community for Agilent Technologies, Inc. and Global Marketing Manager for VeriFone, Inc., an HP subsidiary.
Finance:
Mr. Terry has 12 years of financial management experience. In his current role as a public-company CFO, he currently oversees the accounting, treasury, credit and collections, internal audit and risk management functions of Textainer. Previously he was responsible for Agilent’s global treasury organization which included corporate cash management, corporate finance, customer financing, foreign exchange, pension assets and risk management. He was also a member of the company’s Benefits Committee, which has fiduciary oversight for Agilent’s employee benefit and retirement programs. He oversaw investments of a multi-billion-dollar global corporate cash portfolio and defined benefit (pension) assets for the company.
Governance:
Chair of Umpqua’s Finance and Capital Committee and serves on the Enterprise Risk and Credit, Executive and Governance Committees.
Civic:
Former Board Member, Oakland Museum of California (member of the Executive and Governance Committees).
|
|
Hilliard C. Terry, III
|
|
|
|
|
|
|
|
|
|
|
Bryan L. Timm
, age 54, was appointed to the board in December 2004. Mr. Timm served as President of Columbia Sportswear Company (NASDAQ: COLM) from February 2015 to June 2017, and held the office of Chief Operating Officer from May 2008 to June 2017. He previously served as Chief Financial Officer of Columbia Sportswear.
|
|
Qualifications and Experience:
|
|
|
Leadership:
Senior leadership and business operations management experience at Columbia Sportswear; as a member of the College of Business and Economics Advisory Board for the University of Idaho; and as a member (2012) and Chair (2013) of the Policyowners’ Examining Committee at Northwestern Mutual Life Insurance Co.
Finance:
Audit and Compliance Committee Chair at Umpqua. Over twenty years serving in financial positions of publicly held companies including CFO of Columbia Sportswear. In addition to his C-level positions with Columbia Sportswear Company, Mr. Timm worked in various accounting, internal audit, and financial positions at publicly held Oregon Steel Mills (NYSE: OS) from 1991 to 1997, rising to Divisional Controller for CF&I Steel, Oregon Steel Mills’ largest division. From 1986 to 1991, he was an accountant with KPMG LLP. He is a CPA (lapsed) in the state of Oregon.
Civic:
Director of Doernbecher Children’s Hospital Foundation.
Governance:
Current Vice Chair of the Umpqua Board of Directors, Chair of the Umpqua Audit and Compliance Committee, Vice Chair of the Umpqua Governance Committee and member of the Umpqua Executive, and Compensation Committees.
|
|
Bryan L. Timm
|
|
|
|
|
($ in thousands)
|
|
2017
|
|
2016
|
|
||||
Audit Fees (a)
|
|
|
$1,413
|
|
|
|
$1,416
|
|
|
Audit-Related Fees (b)
|
|
|
$99
|
|
|
|
$90
|
|
|
All Other Fees (c)
|
|
|
$18
|
|
|
|
$15
|
|
|
Tax Fees
|
|
—
|
|
|
—
|
|
|
||
Total Fees
|
|
|
$1,530
|
|
|
|
$1,521
|
|
|
(a)
“Audit Fees” include:
•
The integrated audit of the Company’s annual consolidated financial statements and internal controls over financial reporting as of and for the years-ended December 31, 2017 and 2016, including compliance with the FDIC Improvement Act and Loss Share Agreements.
•
Reviews of the Company’s quarterly consolidated financial statements for the periods ended March 31, June 30, and September 30, 2017 and 2016.
•
HUD and GNMA Audits for December 31, 2017 and 2016.
•
Consent for Registration Statement (Form S-8) (2016).
|
|||||||||
(b)
“Audit-Related Fees” represent billings for services provided during the 12 months ended December 31, 2017 and 2016, and includes:
•
Audit of the Umpqua Bank 401(k) and Profit Sharing Plan for the plan year ended December 31, 2016, audited during 2017, and the plan year ended December 31, 2015, audited during 2016.
•
Audit of the annual financial statements of Umpqua Investments, Inc., a wholly owned subsidiary of the Company, as of and for the years ended December 31, 2017 and 2016.
•
Accounting consultations, including implementation of new or emerging accounting standards.
|
|||||||||
(c) “All Other Fees” represent all other billings for the 12 months ended December 31, 2017 and 2016, and includes:
•
Consulting report related to MERS QC compliance for 2017 and 2016.
|
|||||||||
|
|
2017
|
|
2016
|
|
||||
|
|
|
|
|
|
||||
Ratio of All Other Fees to Total Fees
|
|
1.19
|
%
|
|
0.99
|
%
|
|
(i)
|
The service is not an audit, review or other attest service; and
|
(ii)
|
The aggregate amount of all such services provided under this provision does not exceed $5,000 per project if approved by the Principal Financial Officer or Principal Accounting Officer or $50,000 per project if approved by the Chair of the Audit and Compliance Committee.
|
•
|
competitive market pricing factors for compensation and benefits;
|
•
|
changes in legal or regulatory requirements; and
|
•
|
the ability to recruit and retain certain key management and staff.
|
(11)
|
Information from Schedule 13G/A filed on January 19, 2018, for holdings as of December 31, 2017, which indicates such person has the sole voting power for 23,226,314 shares and sole dispositive power for 23,685,852 shares.
|
|||||
(12)
|
Information from Schedule 13G/A filed February 9, 2018, for holdings as of December 31, 2017, which indicates such person has the sole power to vote or direct to vote 241,549 shares, shared power to vote or direct to vote 22,187 shares, sole power to dispose of or to direct the disposition of 19,193,062 shares and shared power to dispose or to direct the disposition of 246,418 shares.
|
|||||
(13)
|
Information from Schedule 13G/A filed February 14, 2018, for holdings as of December 31, 2017.
|
|||||
(14)
|
Information from Schedule 13G filed February 13, 2018, for holdings as of December 31, 2017.
|
|||||
(15)
|
Information from Schedule 13G/A filed February 14, 2018 for holdings as of December 31, 2017.
|
•
|
Our Chief Compliance Officer oversees compliance with all customer-facing regulations at Umpqua Bank and Umpqua Investments, Inc. and reports to the Audit and Compliance Committee at each regular meeting.
|
•
|
All of our associates complete annual required training on ethics and the regulations that apply to their jobs.
|
•
|
Our Bank Secrecy Act Officer oversees our compliance with anti-money laundering and anti-terrorist financing regulations.
|
•
|
requesting information or submitting questions and comments; and
|
•
|
signing up for e-mail notification of corporate events, the Company’s SEC filings and press releases.
|
|
Audit and Compliance
|
Finance and Capital
|
Compensation
|
Enterprise Risk and Credit
|
Executive
|
Governance
|
Meetings Held:
|
12
|
7
|
8
|
5
|
5
|
5
|
Members:
|
|
|
|
|
|
|
Peggy Fowler
|
|
|
|
|
C
|
C
|
Stephen Gambee
|
•
|
•
|
|
V
|
|
|
Jim Greene
|
|
•
|
|
•
|
•
|
•
|
Luis Machuca
|
|
V
|
C
|
|
•
|
•
|
Cort O’Haver
|
|
•
|
|
•
|
•
|
|
Maria Pope
|
V
|
|
•
|
|
|
|
John Schultz
|
•
|
|
V
|
|
|
|
Susan Stevens
|
•
|
|
|
C
|
•
|
•
|
Hilliard Terry
|
|
C
|
|
•
|
•
|
•
|
Bryan Timm
|
C
|
|
•
|
|
V
|
V
|
|
|
|
|
|
|
|
C – Chair
V - Vice Chair
•
- Member
|
•
|
capital adequacy
|
•
|
earnings performance
|
•
|
liquidity
|
•
|
culture and reputation
|
•
|
credit
|
o
|
quality
|
o
|
concentration
|
•
|
operations and technology
|
o
|
fraud
|
o
|
information security
|
o
|
business continuity planning and disaster recovery
|
o
|
third party oversight
|
•
|
Umpqua Bank’s Connect Volunteer Network™ has become one of the nation’s leading volunteer programs, providing associates with paid time-off each year to serve at youth-focused organizations, schools and community development programs. In 2017, 2,752 Company associates volunteered more than 48,567 hours to over 2,221 nonprofit organizations and schools across the Company’s five-state footprint.
|
•
|
Our decision process for charitable giving is driven by our associates to ensure community need is assessed locally and met with the most appropriate solutions. We invest in the areas of youth development and education, community development and the arts.
|
•
|
Umpqua Bank Charitable Foundation made 289 grants, totaling $1.4 million to organizations in our footprint. Company-wide charitable giving totaled $3.0 million.
|
•
|
2017 associate matching gift program contributed $303,202 to 494 nonprofit organizations.
|
•
|
We have made sustainability a focus of our daily operations. We know sustainability is a constant work in progress and we are proud to be on that journey. Examples include adoption of new technology and campaigns to reduce paper consumption, facilities design initiatives and associate mass transit benefits.
|
•
|
Objectives
– Umpqua Bank is committed to providing competitive compensation to our directors. Within that context, our prime objectives are to:
|
•
|
Conform to the highest levels of fairness, ethics, transparency, regulatory compliance and sound governance practice.
|
•
|
Director Compensation
– The Compensation Committee will annually review director compensation, consistent with annual board evaluations and director elections for one-year terms. On a regular basis, at least every three years, the board will engage a third-party professional to perform an evaluation to ensure director compensation is fair and competitive. Any change to director compensation is first reviewed by the Compensation Committee of the board prior to full board review and approval. Currently, it is the Company’s policy for director compensation to be paid in Company stock, which may be taken as deferred compensation; provided, however, that a director may elect to receive up to 30% of his or her retainer compensation in cash.
|
Total Compensation
|
||||||
Position
|
Total Retainer Payments (1)
|
Director RSAs
|
||||
Board Chair/Lead Director
|
|
$125,000
|
|
|
$40,000
|
|
Audit and Compliance Chair
|
|
$85,000
|
|
|
$40,000
|
|
Other Committee Chairs
|
|
$80,000
|
|
|
$40,000
|
|
Participating Director
|
|
$70,000
|
|
|
$40,000
|
|
(1)
|
Each director serves on the board of Umpqua Holdings Corporation and Umpqua Bank but receives only one quarterly retainer. Each director can make an annual election to have up to 30% of his or her retainer compensation paid in cash.
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
Stock
Awards
($)
|
|
All Other
Compensation
|
|
Total
($)
|
(a) (1)
|
|
(b)(2)
|
|
(c)(3)
|
|
(g)(4)
|
|
(h)
|
Luanne Calvert (5)
|
|
$10,500
|
|
$24,530
|
|
-
|
|
$35,030
|
Peggy Fowler
|
|
$37,500
|
|
$127,551
|
|
-
|
|
$165,051
|
Stephen Gambee
|
|
-
|
|
$110,059
|
|
-
|
|
$110,059
|
James Greene
|
|
-
|
|
$120,065
|
|
$150,000
|
|
$270,065
|
Luis Machuca
|
|
-
|
|
$120,065
|
|
-
|
|
$120,065
|
Maria Pope
|
|
-
|
|
$110,059
|
|
-
|
|
$110,059
|
John Schultz
|
|
-
|
|
$110,059
|
|
-
|
|
$110,059
|
Susan Stevens
|
|
-
|
|
$120,065
|
|
-
|
|
$120,065
|
Hilliard Terry III
|
|
$24,000
|
|
$96,069
|
|
-
|
|
$120,069
|
Bryan Timm
|
|
-
|
|
$125,050
|
|
-
|
|
$125,050
|
(1)
|
Director O’Haver and retired director Davis are omitted from this table because as named executive officers they received no separate compensation for service as directors, and their compensation is fully reflected in the Summary Compensation Table.
|
(2)
|
Directors Calvert, Fowler and Terry elected to receive 30% of their retainer compensation in cash.
|
(3)
|
Amounts in column (c) are the value of (i) quarterly retainer compensation paid in February, May, August and November by issuing stock awards under the 2013 Plan with the value of such awards based on the closing price of Umpqua’s common stock on the dates of issuance, and (ii) a restricted stock grant issued under the 2013 Plan that vests on the day before the 2018 annual meeting of shareholders if the director is then serving on the board, subject to prorated vesting in the event of death, change in control or resignation in connection with an acquisition, based on the closing price of Umpqua’s common stock ($17.50) on the grant date (April 20, 2017).
|
(4)
|
In December 2017, the Compensation Committee and the independent directors, excluding Mr. Greene, approved a payment to Mr. Greene of $150,000 for Pivotus-related work. See "Director Independence."
|
(5)
|
Former director Calvert served until the end of her term with the 2017 annual meeting.
|
CORPORATE GOVERNANCE
|
|
• Compensation Committee comprised of independent directors that reviews and approves executive compensation
• Annual review of company-wide benefit and incentive plans, including risk assessment of all incentive plans, by the Compensation Committee
• Compensation Committee engages its own independent advisors and consultants
• Governance and compensation focused outreach program to shareholders owning more than 75% of outstanding common stock
|
|
|
|
ANNUAL CASH INCENTIVES
|
|
• Meaningful 2017 operating earnings per share (“
OEPS
”) targets including a “circuit breaker” with no annual incentive paid if operating earnings per share fell below $1.02, up from $0.92 from the prior year
o OEPS targets tied to key strategic initiatives including continued loan and deposit growth, excellent credit quality and management of non-interest expense
• Clawbacks in all plans
|
|
|
|
EQUITY COMPENSATION
|
|
• At least 50% of equity awards to executive officers, and 100% of CEO awards based on objective performance metrics
• Performance-based equity award metrics of total shareholder return and return on average tangible common equity relative to a group of peers over a three-year performance period
• Time-based awards vest ratably over three years
• Double-triggers for acceleration of vesting in connection with a change-in-control
• Dividends on unvested restricted stock and performance share awards are paid only upon vesting
• Performance-based vesting awards include “circuit breaker”
• All equity awards are subject to clawback provisions
• 75% of net equity awards must be retained by executive officers until retirement or separation
• Equity incentive plan features:
o shareholder approval required to re-price stock options or replace or cash-out underwater options
o minimum one-year vesting period for stock awards
|
|
|
|
SOUND COMPENSATION PRACTICES
|
|
• Stock ownership policy that requires minimum ownership as a multiple of annual base salary (4.0x for CEO and Executive Chairman, 2.0x for Presidents and 1.5x for other executive officers)
• No hedging of Company stock
• Employment agreements with double trigger change-in-control benefits
• No guaranteed bonuses other than in connection with recruitment of new hires, which include a payback component
• No income tax gross-ups except for executive relocation expenses
• Company policy continues to prohibit purely personal use of the Company’s leased aircraft
• Avoid incentive plans that promote excessive risk-taking
|
•
|
Full year 2017 earnings per diluted share of $1.11 compared to $1.05 for 2016 with operating earnings per diluted share of $1.26 for 2017 compared to $1.19 for 2016
|
•
|
Balanced growth:
|
o
|
total assets increased to $25.7 billion at December 31, 2017 compared to $24.8 billion at December 31, 2016
|
o
|
gross loans and leases grew $1.6 billion to $19.1 billion as of December 31, 2017, across the Company’s commercial, equipment finance, multifamily and residential real estate portfolios
|
o
|
deposits were $19.9 billion as of December 31, 2017, up 5% from December 31, 2016
|
•
|
Increased return on average assets from 0.97% to 0.98% year over year
|
•
|
Return on average tangible common equity for 2017 was 11.45% for 2017 compared to 11.25%
|
•
|
Continued strong credit quality:
|
o
|
net charge-offs to average loans and leases remained at 0.22% for 2017 compared to 2016
|
o
|
non-performing assets were 0.37% of total assets as of December 31, 2017 compared to 0.25% as of December 31, 2016
|
•
|
Prudent capital management:
|
o
|
Total risk based capital of 14.1% and a Tier 1 common risk weighted ratio of 11.1% as of December 31, 2017
|
o
|
Declared dividends of $0.68 per share in 2017 compared to $0.64 per share in 2016
|
|
12/31/17
|
|
12/31/16
|
|
12/31/15
|
|
12/31/14
|
|
12/31/13
|
|
|||||
Earnings per diluted share
|
|
$1.11
|
|
|
$1.05
|
|
|
$1.01
|
|
|
$0.78
|
|
|
$0.87
|
|
Operating earnings per diluted share
|
|
$1.26
|
|
|
$1.19
|
|
|
$1.19
|
|
|
$1.12
|
|
|
$0.91
|
|
Return on average assets
|
0.98
|
%
|
0.97
|
%
|
0.97
|
%
|
0.77
|
%
|
0.85
|
%
|
|||||
Return on average tangible common equity
|
11.45
|
%
|
11.25
|
%
|
11.22
|
%
|
9.17
|
%
|
9.77
|
%
|
|||||
Non-performing assets to total assets ratio
|
0.37
|
%
|
0.25
|
%
|
0.28
|
%
|
0.43
|
%
|
0.51
|
%
|
|||||
Loans and leases at FYE (000’s)
|
|
$19,080,184
|
|
|
$17,508,663
|
|
|
$16,866,536
|
|
|
$15,338,794
|
|
|
$7,732,228
|
|
Deposits at FYE (000’s)
|
|
$19,948,300
|
|
|
$19,020,985
|
|
|
$17,707,189
|
|
|
$16,892,099
|
|
|
$9,117,660
|
|
Dividends declared per share
|
|
$0.68
|
|
|
$0.64
|
|
|
$0.62
|
|
|
$0.60
|
|
|
$0.60
|
|
Tangible book value per share
|
|
$9.98
|
|
|
$9.50
|
|
|
$9.16
|
|
|
$8.79
|
|
|
$8.46
|
|
Total risk based capital ratio
|
14.1
|
%
|
14.7
|
%
|
14.3
|
%
|
15.2
|
%
|
14.7
|
%
|
|||||
Available liquidity to total assets ratio
|
38
|
%
|
37
|
%
|
32
|
%
|
34
|
%
|
35
|
%
|
•
|
With Mr. O’Haver’s promotion to President and Chief Executive Officer, we increased his base salary to reflect the additional executive responsibilities
|
•
|
The Company achieved operating earnings per diluted share of $1.26, resulting in a 100% payout in the OEPS component of the 2017 annual incentive plans, which represents between 60-80% of total achievable target incentive for the named executive officers
|
o
|
The annual incentive plan payouts to named executive officers serving at year end ranged from 75% to 100% of target
|
o
|
At year-end 2017, the Company realized a net benefit to the provision for income taxes of $26.9 million with the passage of the Tax Cuts and Jobs Act, which increased OEPS for the year—the Committee considered and agreed with our CEO’s recommendation to set OEPS performance level at 100% rather than 125% due to a number of factors including in part the impact of tax reform and the decision to fund certain investments at year-end
|
•
|
Performance-based equity awards issued in 2017 are based 50% on total shareholder return relative to the KRX index and 50% on return on average tangible common equity compared to the same peer group used to perform the Compensation Committee’s annual competitive assessment
|
•
|
A majority of the equity awards issued to named executive officers in 2017 include vesting conditions based on the two performance-based conditions relative to peers:
|
o
|
Awards to Mr. O’Haver were 100% performance-based;
|
o
|
Awards to Mr. Farnsworth were 70% performance-based; and
|
o
|
Awards to Ms. Delorier and Mr. Nixon were 60% performance-based.
|
•
|
Mr. Davis assumed the role of Executive Chair on January 1, 2017, which included Umpqua board chair duties, continued responsibility as CEO of our Pivotus Ventures, Inc. subsidiary, and ensuring a seamless CEO transition. The Committee kept Mr. Davis’s salary at the same level as 2016 and established an annual cash incentive plan with objective performance conditions based on Pivotus initiatives (50%), as well as Umpqua OEPS (40%) and regulatory (10%) components. The Committee decided not to award long-term incentives to Mr. Davis as the Executive Chair role was a one-year transition role. We completed the successful CEO transition in 2017.
|
•
|
2012 performance share awards vested in 2015 at: 100%
|
•
|
2013 performance share awards vested in 2016 at: 88.4%
|
•
|
2014 performance share awards vested in 2017 at: 47.6%
|
•
|
2015 performance share awards vested in 2018 at: 82.6%
|
•
|
Attract and retain highly qualified executives that portray our Company culture and values.
|
•
|
Motivate executives to provide excellent leadership and achieve Company goals.
|
•
|
Provide substantial performance-related incentive compensation that is aligned to our business strategy and directly tied to meeting specific business objectives, avoiding unnecessary and excessive risks that threaten the value of the Company.
|
•
|
Strongly link the interests of executives to the value derived by our shareholders from owning Company stock.
|
•
|
Connect the interests of our executives, our employees, and our shareholders.
|
•
|
Be fair, ethical, transparent and accountable in setting and disclosing executive compensation.
|
Compensation Element
|
Fixed or
At Risk
|
Annual or
Long Term
|
Cash or Equity
|
Primary Purpose
|
Base Salary
|
Fixed
|
Annual
|
Cash
|
Provide fixed cash compensation based on experience, skills, responsibilities and competitive pay levels.
|
|
|
|
|
|
|
|
|
|
Encourages Executive To
|
Annual Incentive / Performance Compensation Award
|
At Risk
|
Annual
|
Cash
|
Maximize operating earnings per share and achieve satisfactory regulatory examination ratings.
|
Restricted Stock
Awards with time-based vesting |
At Risk
|
Long Term
|
Equity
|
Act in the best interests of shareholders by aligning interests over the long term and as a retention device to continue to work for the Company.
|
Performance Share
Awards
|
At Risk
|
Long Term
|
Equity
|
Generate a total shareholder return that exceeds a regional bank stock index and a return on tangible common equity that exceeds the Compensation Committee selected peer group.
|
Executive Officer
|
% of Total Annual Compensation That Was
|
|
% of Total Compensation Paid in:
|
||
Fixed
|
At Risk
|
|
Cash
|
Equity
|
|
Cort O’Haver
|
24%
|
76%
|
|
51%
|
49%
|
Ray Davis
|
57%
|
43%
|
|
100%
|
0%
|
Ron Farnsworth
|
29%
|
71%
|
|
55%
|
45%
|
Rilla Delorier
|
30%
|
70%
|
|
70%
|
30%
|
Tory Nixon
|
37%
|
63%
|
|
65%
|
35%
|
•
|
the individual’s current and sustained performance results and the methods utilized to achieve those results;
|
•
|
non-financial performance indicators, to include strategic developments for which an executive has responsibility (such as product development, expansion of markets, increase in organic loan or deposit growth and acquisitions) and managerial performance (such as service quality, sales objectives and regulatory compliance);
|
•
|
the Company’s financial performance; and
|
•
|
peer data and benchmarking or competitive assessment reports.
|
•
|
earnings per share (“EPS”) is the single most important indicator of profitability, which measures earnings allocable to each outstanding share of common stock;
|
•
|
EPS aligns the interests of executive officers with shareholders; and
|
•
|
OEPS eliminates certain income and expense items as described below.
|
•
|
gains or losses on our junior subordinated debentures carried at fair value resulting from changes in interest rates and the estimated market credit risk adjusted spread that do not directly correlate with the Company’s operating performance;
|
•
|
expenses that are related to the completion and integration of mergers and acquisitions or related to exit or disposal costs of certain business activities;
|
•
|
gains or losses from the change in fair value of the Company’s mortgage servicing rights;
|
•
|
gains or losses from the change in fair value of swap derivatives; and
|
•
|
net gains or losses on investment securities.
|
•
|
one-time bargain purchase gains on certain FDIC-assisted acquisitions that are not reflective of Umpqua’s on-going earnings power; and
|
•
|
exit or disposal costs and other charges related to business combinations such as goodwill impairment charges or bargain purchase gains.
|
Umpqua’s 3-Year TSR Performance
compared to the KRX total return index (KRXTR)
|
|
Vesting Percentage
|
|
|
Lower than 60%
|
|
0
|
%
|
|
60%
|
|
25
|
%
|
|
between 60% and 100%
|
|
**
|
|
|
100% (Umpqua’s TSR Performance equals or
exceeds the KRXTR Performance)
|
|
100
|
%
|
|
Above 100%
|
|
***
|
|
|
|
|
|
|
Umpqua’s 3-Year ROATCE Performance
compared to the Compensation Committee peer group
|
|
Vesting Percentage
|
|
|
Lower than 60%
|
|
0
|
%
|
|
60%
|
|
25
|
%
|
|
between 60% and 100%
|
|
**
|
|
|
100% (Umpqua’s ROATCE performance equals or
exceeds the peer group performance)
|
|
100
|
%
|
|
Above 100%
|
|
***
|
|
|
|
|
|
|
**
|
When TSR or ROATCE Performance is between 60% and 100% relative to peers, such results will be interpolated on a straight-line basis to determine the applicable Vesting Percentage. For example, 80% TSR or ROATCE Performance represents the midpoint of TSR or ROATCE Performance and would result in the midpoint of the Vesting Percentage (62.5%).
|
***
|
When TSR or ROATCE Performance is between 100% and 150% relative to peers, the Vesting Percentage is equal to the applicable TSR or ROATCE Performance. If TSR or ROATCE Performance exceeds 150%, the applicable Vesting Percentage is the maximum of 150%.
|
Name
|
Time Vested RSAs
|
Performance Share Awards
|
||
Davis
|
N/A
|
|
N/A
|
|
O’Haver
|
0
|
%
|
100
|
%
|
Farnsworth
|
30
|
%
|
70
|
%
|
Delorier
|
40
|
%
|
60
|
%
|
Nixon
|
40
|
%
|
60
|
%
|
Benefit Plan
|
Named Executive Officers
|
Certain Managers
|
Full Time Employees
|
401(k) Plan
|
•
|
•
|
•
|
Group Medical/Dental/Vision
|
•
|
•
|
•
|
Group Life and Disability
|
•
|
•
|
•
|
Annual Manager Incentive Plan
|
•
|
•
|
|
Severance
|
•
|
•
|
•
|
Change in Control
|
•
|
•
|
|
Supplemental Retirement
|
•
|
•
|
|
Supplemental Executive Retirement (1)
|
•
|
|
|
Deferred Compensation Plan (2)
|
•
|
•
|
|
(1)
|
Mr. Davis is the only employee with a Supplemental Executive Retirement Plan, which was implemented in 2003.
|
(2)
|
In connection with acquisitions, the Company has assumed deferred compensation plans that benefit past and present employees. In 2008, the Company adopted a non-qualified deferred compensation and supplemental retirement plan that allows eligible officers to make payroll deferrals to a deferred compensation account and to elect a deferred distribution date, and allows the Company to make discretionary contributions.
|
Position
|
Minimum Ownership
(multiple of annual base salary)
|
CEO
|
4.0
|
President
|
2.0
|
Other EVPs
|
1.5
|
Directors
|
Minimum Ownership
(multiple of annual director compensation)
|
Outside Director
|
4.0
|
•
|
Gains from option exercises (shares remaining after payment of the exercise price and taxes);
|
•
|
Vested RSAs (net of tax withholdings); and
|
•
|
Shares issued in payment of RSUs (net of tax withholdings).
|
Company Name
|
Ticker
|
|
Company Name
|
Ticker
|
Associated Banc-Corp
|
ASBC
|
|
Prosperity Bancshares, Inc.
|
PRSP
|
Bank of Hawaii Corporation
|
BOH
|
|
Signature Bank
|
SBNY
|
BOK Financial Corporation
|
BOKF
|
|
Synovus Financial Corp.
|
SNV
|
Commerce Bancshares, Inc.
|
CBSH
|
|
TCF Financial Corporation
|
TCB
|
Cullen/Frost Bankers, Inc.
|
CFR
|
|
Trustmark Corporation
|
TRMK
|
East West Bancorp, Inc.
|
EWBC
|
|
UMB Financial Corporation
|
UMBF
|
First Horizon National Corporation
|
FHN
|
|
Valley National Bancorp
|
VLY
|
Fulton Financial Corporation
|
FULT
|
|
Webster Financial Corporation
|
WBS
|
Hancock Holding Company
|
HBHC
|
|
Wintrust Financial Corporation
|
WTFC
|
Popular, Inc.
|
BPOP
|
|
|
|
|
2017 Base
Salary
|
%
increase
over salary prior
year-end
|
Target
Incentive
|
%
increase over prior
year
|
Target Incentive as a % of Base
Salary
|
Target Cash
Compensation (Base plus
Incentive)
|
|||||||||
Davis
|
|
$950,000
|
|
0
|
%
|
|
$950,000
|
|
0
|
%
|
100
|
%
|
|
$1,900,000
|
|
O'Haver
|
|
$750,000
|
|
32.7
|
%
|
|
$750,000
|
|
56.2
|
%
|
100
|
%
|
|
$1,500,000
|
|
Farnsworth
|
|
$450,000
|
|
5.9
|
%
|
|
$360,000
|
|
5.9
|
%
|
80
|
%
|
|
$810,000
|
|
Delorier*
|
|
$485,000
|
|
N/A
|
|
|
$388,000
|
|
N/A
|
|
80
|
%
|
|
$873,000
|
|
Nixon
|
|
$460,000
|
|
0
|
%
|
|
$368,000
|
|
6.7
|
%
|
80
|
%
|
|
$828,000
|
|
•
|
corporate financial targets-measured by operating earnings per share;
|
•
|
regulatory compliance;
|
•
|
business unit budgeted profitability or expense;
|
•
|
corporate initiative related to expense control; and
|
•
|
Pivotus business unit goals for Mr. Davis (50% of target incentive) and Mr. O’Haver (10% of target incentive)
|
Name
|
OEPS
|
%
|
Regulatory
|
%
|
Financial*
|
%
|
Pivotus
|
%
|
Corp Initiative
|
%
|
Total
Paid
|
Target
|
Total as a % of
Target
|
|||||||||||||
O’Haver
|
|
$525,000
|
|
70
|
|
$150,000
|
|
20
|
N/A
|
|
-
|
|
$75,000
|
|
10
|
N/A
|
-
|
|
$750,000
|
|
|
$750,000
|
|
100
|
%
|
|
Davis
|
|
$380,000
|
|
40
|
|
$95,000
|
|
10
|
N/A
|
|
-
|
|
$237,500
|
|
50
|
N/A
|
-
|
|
$712,500
|
|
|
$950,000
|
|
75
|
%
|
|
Farnsworth
|
|
$252,000
|
|
70
|
|
$54,000
|
|
15
|
|
$55,080
|
|
15
|
N/A
|
|
-
|
N/A
|
-
|
|
$361,080
|
|
|
$360,000
|
|
100.3
|
%
|
|
Delorier
|
|
$232,800
|
|
60
|
|
$38,800
|
|
10
|
|
$76,048
|
|
20
|
N/A
|
|
-
|
-
|
10
|
|
$347,648
|
|
|
$388,000
|
|
89.6
|
%
|
|
Nixon
|
|
$220,800
|
|
60
|
|
$36,800
|
|
10
|
|
$72,128
|
|
20
|
N/A
|
|
-
|
-
|
10
|
|
$329,728
|
|
|
$368,000
|
|
89.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Business unit profitability goal measured against budget for the year.
|
•
|
prohibiting the re-pricing of stock options;
|
•
|
requiring executives to acquire and hold substantial ownership positions in company stock;
|
•
|
implementing “clawback” provisions in incentive plans; and
|
•
|
adopting a “hold to retirement” policy with respect to 75% of the net gains from equity awards.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
All Other Compensation
|
Total
|
||||||||||||||
(a)
|
(b)
|
(c)
|
(d)(1)
|
(e)(2)
|
(f)
|
(g)(3)
|
(h)(4)
|
(i)(5)
|
(j)
|
||||||||||||||
O'Haver, Cort
President and Chief Executive Officer
|
2017
|
|
$750,000
|
|
-
|
|
|
$1,561,760
|
|
-
|
|
$750,000
|
|
-
|
|
|
$132,087
|
|
|
$3,193,847
|
|
||
2016
|
|
$565,000
|
|
-
|
|
|
$570,480
|
|
-
|
|
$408,213
|
|
-
|
|
|
$42,954
|
|
|
$1,586,647
|
|
|||
2015
|
|
$565,000
|
|
-
|
|
|
$536,410
|
|
-
|
|
$372,000
|
|
-
|
|
|
$33,912
|
|
|
$1,507,322
|
|
|||
Davis, Ray
Executive Chair
|
2017
|
|
$950,000
|
|
-
|
|
-
|
|
-
|
|
$712,500
|
|
|
$679,624
|
|
|
$167,414
|
|
|
$2,509,538
|
|
||
2016
|
|
$950,000
|
|
-
|
|
|
$1,422,000
|
|
-
|
|
$760,000
|
|
-
|
|
|
$61,343
|
|
|
$3,193,343
|
|
|||
2015
|
|
$950,000
|
|
-
|
|
|
$1,502,000
|
|
-
|
|
$760,000
|
|
-
|
|
|
$64,372
|
|
|
$3,276,372
|
|
|||
Farnsworth, Ron
EVP/Chief Financial Officer
|
2017
|
|
$450,000
|
|
-
|
|
|
$728,200
|
|
-
|
|
$361,080
|
|
-
|
|
|
$79,575
|
|
|
$1,618,855
|
|
||
2016
|
|
$425,000
|
|
-
|
|
|
$499,170
|
|
-
|
|
$287,980
|
|
-
|
|
|
$26,065
|
|
|
$1,238,214
|
|
|||
2015
|
|
$425,000
|
|
-
|
|
|
$459,780
|
|
-
|
|
$300,850
|
|
-
|
|
|
$24,823
|
|
|
$1,210,453
|
|
|||
Delorier, Rilla
EVP/Chief Strategy Officer
|
2017
|
|
$352,869
|
|
|
$250,000
|
|
|
$470,965
|
|
-
|
|
$347,648
|
|
-
|
|
|
$154,978
|
|
|
$1,576,460
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nixon, Tory
EVP/Commercial & Wealth
|
2017
|
|
$460,000
|
|
-
|
|
|
$455,500
|
|
-
|
|
$329,728
|
|
-
|
|
|
$47,668
|
|
|
$1,292,896
|
|
||
2016
|
|
$422,500
|
|
|
$60,000
|
|
-
|
|
-
|
|
$324,990
|
|
-
|
|
|
$247,978
|
|
|
$1,055,468
|
|
|||
|
|
|
|
|
|
|
|
|
|
(1)
|
Signing bonus paid to Ms. Delorier (2017) and Mr. Nixon (2016) in connection with initial hire.
|
(2)
|
Fair value of stock awards issued during the year(s) shown; no option awards were issued during those years. The assumptions made in calculating these values are disclosed in Note 20 to our Consolidated Financial Statements in our 2017 annual report on Form 10-K. The maximum value of the stock awards, if satisfaction of performance conditions exceed target is: O'Haver $2,342,640; Farnsworth $982,440; Delorier $611,793; and Nixon $591,700.
|
(3)
|
Earned and awarded under the Company’s annual incentive plans in the year(s) noted, but paid in February of the following year.
|
(4)
|
At year-end 2017, the Company completed its annual review of the retirement benefit payable to Mr. Davis under his Supplemental Executive Retirement Plan. Based on the determined separation date and an update of benefit assumptions used to determine the present value of the liability, the liability was increased $679,624 to $9,414,463 at December 31, 2017.
|
(5)
|
The table below itemizes the amounts shown in column (i),
All Other Compensation
, for 2017.
|
Name
|
Annual Paid Parking
|
Annual Dues and Club Memberships
|
Relocation Assistance (1)
|
Tax Gross Up of Relocation Assistance
|
Supplemental Retirement
Plan (2)
|
Match Contribution to 401(k)
|
Vacation accrual balance (3)
|
||||||||||||
O’Haver, C.
|
|
$3,060
|
|
|
$4,104
|
|
-
|
|
-
|
|
$30,285
|
|
|
$8,100
|
|
|
$86,538
|
|
|
Davis, R.
|
|
$3,060
|
|
|
$3,762
|
|
-
|
|
-
|
|
$47,554
|
|
|
$8,100
|
|
|
$104,938
|
|
|
Farnsworth, R.
|
|
$3,060
|
|
-
|
|
-
|
|
-
|
|
$16,492
|
|
|
$8,100
|
|
|
$51,923
|
|
||
Delorier, R.
|
|
$2,132
|
|
-
|
|
|
$130,934
|
|
-
|
|
$10,188
|
|
|
$4,985
|
|
|
$6,739
|
|
|
Nixon, T.
|
|
$3,060
|
|
-
|
|
-
|
|
-
|
|
$16,383
|
|
|
$8,100
|
|
|
$20,125
|
|
(1)
|
As part of the arrangements negotiated to induce Ms. Delorier to accept an employment offer and reflecting the specific circumstances of her hiring, including moving her family from Atlanta, Georgia, to Portland, Oregon, she received executive relocation assistance, including travel $2,819, shipping $53,963, temporary housing expense $45,000 and reimbursements of closing costs related to the sale of her residence $29,153.
|
(2)
|
Amount contributed by Company in 2018 to the executive’s account under the Supplemental Retirement Plan based on 2017 eligible compensation.
|
(3)
|
Effective January 1, 2018, the Company revised its vacation policy for all employees. At December 31, 2017, employees received a lump sum payment of the value of their accrued vacation time at year-end 2017.
|
Name
|
Expiration
Date (1)
|
Severance
Benefit (2)
|
Change in
Control (3)
|
CIC Retention Benefit (4)
|
Farnsworth, Ron
|
12/31/2018
|
42 weeks’ salary
|
24 mo. salary + 200% of prior year incentive
|
12 mo. salary + 100% of prior year incentive
|
Delorier, Rilla
|
12/31/2018
|
12 mo. salary
|
24 mo. salary + 200% of prior year incentive
|
N/A
|
Nixon, Tory
|
12/31/2020
|
9 mo. salary
|
24 mo. salary + 200% of prior year incentive
|
N/A
|
(1)
|
The agreements provide for at-will employment and are terminable by the Company or the executive at any time, with or without cause.
|
(2)
|
Calculated as the greater of: (i) the number of months of current base salary at the time of termination; or (ii) two weeks for every year of employment. The severance benefit is payable if the executive is terminated “without cause” or if the executive leaves for “good reason,” as defined in the agreement.
|
(3)
|
Calculated as the number of months of current base salary at the time of termination plus a multiple of the executive’s incentive paid for the prior year, payable monthly over a period equal to the number of months of base salary paid. This change in control benefit is payable only if the executive’s employment is terminated within 12 months after the change in control transaction and it is paid in lieu of a severance benefit.
|
(4)
|
Calculated as the number of months of current base salary at the time of termination plus a multiple of the executive’s incentive paid for the prior year, payable monthly over a period equal to the number of months of base salary paid. This benefit is payable 12 months following a change in control if the executive remains employed for at least 12 months after the change in control transaction and it is paid in lieu of a severance or change in control benefit.
|
•
|
An adjustment that prohibits any benefit payment to the executive to the extent it would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code.
|
•
|
A prohibition on competing with the Company during the time that the executive is receiving payment of a severance, change in control or retention incentive benefit.
|
•
|
Receipt of the change in control benefit is subject to a “double trigger” such that there must be a qualifying termination of employment in addition to a change in control event.
|
•
|
A prohibition on solicitation of the Company’s customers or employees for two years following the executive’s departure.
|
•
|
A requirement that the executive sign a release of claims against the Company as a condition to receiving a severance or change in control benefit.
|
•
|
aligns the interests of employees and other award recipients with the interests of the Company’s shareholders; and
|
•
|
attracts, motivates and retains experienced and highly qualified individuals who will contribute to the success of the Company.
|
Name
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
Grant Date Fair Value of Stock Awards
($)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target (#)
|
Maximum
(#)
|
||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)(1)
|
(h)
|
(i)(2)
|
(l)(3)
|
O’Haver
|
1/1/17
|
0
|
750,000
|
1,050,000
|
|
|
|
|
|
PSA
|
1/31/17
|
|
|
|
0
|
86,000
|
129,000
|
|
1,561,760
|
Davis
|
1/1/17
|
0
|
950,000
|
1,230,250
|
|
|
|
|
|
Farnsworth
|
1/1/17
|
0
|
360,000
|
510,300
|
|
|
|
|
|
PSA
|
1/31/17
|
|
|
|
|
28,000
|
42,000
|
|
508,480
|
RSA
|
1/31/17
|
|
|
|
|
|
|
12,000
|
219,720
|
Delorier
|
1/1/17
|
0
|
388,000
|
537,380
|
|
|
|
|
|
PSA
|
4/19/17
|
|
|
|
0
|
16,500
|
24,750
|
|
281,655
|
RSA
|
4/19/17
|
|
|
|
|
|
|
11,000
|
189,310
|
Nixon
|
1/1/17
|
0
|
368,000
|
509,680
|
|
|
|
|
|
PSA
|
1/31/17
|
|
|
|
0
|
15,000
|
22,500
|
|
272,400
|
RSA
|
1/31/17
|
|
|
|
|
|
|
10,000
|
183,100
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The shares underlying performance share awards (PSA) reported in columns (f) - (h) were issued under the 2013 Plan and vest three years following the award date to the extent that the Company’s total shareholder return achieves specified targets as compared to the KRX total return index (for 50% of the shares) and that the Company’s return on average tangible common equity achieves specified targets compared to a Compensation Committee selected group of peers (for 50% of the shares). See
Long Term Incentive Compensation
.
|
(2)
|
The shares underlying restricted stock awards (RSA) reported in column (i) were issued under the 2013 Plan and vest 33.33% per year over three years, beginning one year following the award date.
|
(3)
|
Column (l) shows the aggregate grant date fair value associated with PSAs and RSAs, as determined in accordance with FASB ASC 718,
Stock Compensation
. The assumptions used to calculate fair value are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K.
|
|
Option Awards
|
Stock Awards
|
||||||||||
Name
|
Number of
Securities Underlying Unexercised Options
(#)
Exercisable
|
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
|
||||
(a)(1)
|
(b)
|
(c)
|
(e)
|
(f)
|
(g)(2)
|
(h)(3)
|
(i)(4)
|
(j)(5)
|
||||
O’Haver, C.
|
|
|
|
|
|
|
|
|
||||
2/2/15
|
|
|
|
|
3,500
|
|
$72,800
|
|
|
|
||
2/2/15
|
|
|
|
|
|
|
24,500
|
|
$509,600
|
|
||
2/1/16
|
|
|
|
|
8,000
|
|
$166,400
|
|
|
|
||
2/1/16
|
|
|
|
|
|
|
28,000
|
|
$582,400
|
|
||
1/31/17
|
|
|
|
|
|
|
86,000
|
|
$1,788,800
|
|
||
Davis, R
.
|
|
|
|
|
|
|
|
|
||||
2/2/15
|
|
|
|
|
|
|
100,000
|
|
$2,080,000
|
|
||
2/1/16
|
|
|
|
|
|
|
100,000
|
|
$2,080,000
|
|
||
Farnsworth, R
.
|
|
|
|
|
|
|
|
|
||||
2/2/15
|
|
|
|
|
3,000
|
|
$62,400
|
|
|
|
||
2/2/15
|
|
|
|
|
|
|
21,000
|
|
$436,800
|
|
||
2/1/16
|
|
|
|
|
7,000
|
|
$145,600
|
|
|
|
||
2/1/16
|
|
|
|
|
|
|
24,500
|
|
$509,600
|
|
||
1/31/17
|
|
|
|
|
12,000
|
|
$249,600
|
|
|
|
||
1/31/17
|
|
|
|
|
|
|
28,000
|
|
$582,400
|
|
||
Delorier, R
.
|
|
|
|
|
|
|
|
|
||||
4/19/17
|
|
|
|
|
11,000
|
|
$228,800
|
|
|
|
||
4/19/17
|
|
|
|
|
|
|
16,500
|
|
$343,200
|
|
||
Nixon, T.
|
|
|
|
|
|
|
|
|
||||
11/23/15
|
|
|
|
|
8,333
|
|
$173,326
|
|
|
|
||
1/31/17
|
|
|
|
|
10,000
|
|
$208,000
|
|
|
|
||
1/31/17
|
|
|
|
|
|
|
15,000
|
|
$312,000
|
|
(1)
|
The grant date of each award is noted below the name of each named executive officer.
|
(2)
|
Number of shares of restricted stock that have not vested as of December 31, 2017. RSA grants to O’Haver, Farnsworth, Delorier and Nixon vest 33.3% per year over a three-year period, beginning one year following the date of grant.
|
(3)
|
Aggregate market value of restricted stock awards that have not vested as of December 31, 2017, using the closing price of Umpqua stock of $20.80 on December 29, 2017, the last trading day of the year.
|
(4)
|
Shares issuable upon vesting of RSAs or PSAs (assuming target vesting of 100%).
|
(5)
|
Aggregate market value of performance share awards that have not vested as of December 31, 2017, using the closing price of Umpqua stock of $20.80 on December 29, 2017, the last trading day of the year (assuming target vesting of 100%).
|
|
Option Awards
|
Stock Awards
|
||||||
Name
|
Number of Shares
Acquired
on Exercise
(#)
|
Value Realized
on Exercise
|
Number of Shares
Acquired
on Vesting
(#)
|
Value Realized
on Vesting
|
||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||||
O’Haver, Cort
|
-
|
-
|
|
22,154
|
|
$402,069
|
|
|
Davis, Raymond
|
15,000
|
|
$80,100
|
|
21,263
|
|
$387,199
|
|
Farnsworth, Ronald
|
-
|
-
|
|
19,061
|
|
$345,936
|
|
|
Delorier, Rilla
|
-
|
-
|
|
-
|
-
|
|
||
Nixon, Tory
|
-
|
-
|
|
8,333
|
|
$172,493
|
|
Name
|
Plan Name
|
Number of Years Credited Service
(#)
|
Present
Value of Accumulated Benefit
($)
|
Payments During Last Fiscal Year
($)
|
||
(a)
|
(b)
|
(c)(1)
|
(d)(2)
|
(e)
|
||
Davis, Raymond P.
|
Supplemental Executive Retirement Plan
|
N/A
|
|
$9,414,463
|
|
-
|
(1)
|
Mr. Davis previously reached normal retirement age and years of credited service are not relevant to computing his benefits under the plan.
|
(2)
|
The present value of the accumulated benefit under the plan, computed as of December 31, 2017, which is the measurement date used for financial statement reporting purposes with respect to Umpqua’s audited financial statements for the fiscal year ended December 31, 2017. The benefits payable under the plan are reduced by the amounts provided by Social Security and other retirement benefits paid by Umpqua, and these estimated amounts are reflected in the present value shown in column (d). The present value is calculated using a discount rate of 3.24% and Internal Revenue Service mortality tables for life expectancy.
|
Name
|
Plan
|
Executive Contributions in 2017
|
Registrant Contributions in 2017
|
Aggregate earnings in 2017
|
Aggregate balance at 12/31/17
|
||||||
(a)
|
|
(b)(1)
|
(c)(2)
|
(d)(3)
|
(e)
|
||||||
O’Haver, Cort
|
Supplemental Retirement and
|
-
|
|
$21,789
|
|
|
$16,465
|
|
|
$124,294
|
|
|
Deferred Compensation Plan
|
|
|
|
|
||||||
Davis, Raymond
|
Supplemental Retirement and
|
-
|
|
$46,733
|
|
|
$103,103
|
|
|
$805,766
|
|
|
Deferred Compensation Plan
|
|
|
|
|
||||||
Farnsworth, Ronald
|
Supplemental Retirement and
|
-
|
|
$15,235
|
|
|
$2,406
|
|
|
$76,822
|
|
|
Deferred Compensation Plan
|
|
|
|
|
||||||
Delorier, Rilla
|
Supplemental Retirement and
|
-
|
-
|
|
-
|
|
-
|
|
|||
|
Deferred Compensation Plan
|
|
|
|
|
||||||
Nixon, Tory
|
Supplemental Retirement and
|
-
|
-
|
|
-
|
|
-
|
|
|||
|
Deferred Compensation Plan
|
|
|
|
|
(1)
|
Amounts represented discretionary deferrals from salary or annual incentive compensation. All amounts deferred are included in the Salary or Non-Equity Incentive Plan Compensation disclosures in the Summary Compensation Table.
|
(2)
|
All amounts are included in the All Other Compensation disclosures in the Summary Compensation Table for 2016.
|
(3)
|
Amounts reflect change in market value including dividends paid and interest earned, but excluding fees paid by participants.
|
Name/Triggering Event
|
Cash payments
|
|
Annual SERP payments (1)
|
Equity awards
(2)
|
|||||||
O’Haver, Cort
|
|
|
|
|
|||||||
Death/disability
|
-
|
|
|
-
|
|
|
$1,482,784
|
|
|||
Involuntary termination (4, 5)
|
|
$2,316,426
|
|
|
-
|
|
-
|
|
|||
Voluntary resignation/retirement
|
-
|
|
|
-
|
|
-
|
|
||||
Qualifying termination following change in control (5, 6)
|
|
$1,039,598
|
|
|
-
|
|
|
$3,120,000
|
|
||
Retention payment if employed 12 months following change in control (7)
|
|
$1,158,213
|
|
|
-
|
|
-
|
|
|||
|
|
|
|
|
|||||||
Davis, Ray
|
|
|
|
|
|||||||
Death/disability (3)
|
|
$100,000
|
|
|
|
$707,074
|
|
|
$3,346,995
|
|
|
Involuntary termination (4, 5)
|
|
$950,000
|
|
|
|
$707,074
|
|
-
|
|
||
Voluntary resignation/retirement
|
-
|
|
|
|
$707,074
|
|
-
|
|
|||
Qualifying termination following change in control (5, 6)
|
|
$3,800,000
|
|
|
|
$707,074
|
|
|
$4,160,000
|
|
|
Retention payment if employed 12 months following change in control
|
-
|
|
|
-
|
|
-
|
|
||||
|
|
|
|
|
|||||||
Farnsworth, Ron
|
|
|
|
|
|||||||
Death/disability (1)
|
|
$100,000
|
|
|
-
|
|
|
$987,573
|
|
||
Involuntary termination (4, 5)
|
|
$363,462
|
|
|
-
|
|
-
|
|
|||
Voluntary resignation/retirement
|
-
|
|
|
-
|
|
-
|
|
||||
Qualifying termination following change in control (5, 6)
|
|
$1,475,960
|
|
|
-
|
|
|
$1,986,400
|
|
||
Retention payment if employed 12 months following change in control (7)
|
|
$737,980
|
|
|
-
|
|
-
|
|
|||
|
|
|
|
|
|||||||
Delorier, Rilla
|
|
|
|
|
|||||||
Death/disability
|
-
|
|
|
-
|
|
|
$80,237
|
|
|||
Involuntary termination (4, 5)
|
|
$485,000
|
|
|
-
|
|
-
|
|
|||
Voluntary resignation/retirement
|
-
|
|
|
-
|
|
-
|
|
||||
Qualifying termination after change in control (5, 6)
|
|
$970,000
|
|
|
-
|
|
|
$572,000
|
|
||
|
|
|
|
|
|||||||
Nixon, Tory
|
|
|
|
|
|||||||
Death/disability
|
-
|
|
|
-
|
|
|
$95,167
|
|
|||
Involuntary termination (4, 5)
|
|
$345,000
|
|
|
-
|
|
-
|
|
|||
Voluntary resignation/retirement
|
-
|
|
|
-
|
|
-
|
|
||||
Qualifying termination following change in control (5, 6)
|
|
$1,569,980
|
|
|
-
|
|
|
$693,326
|
|
||
|
|
|
|
|
|
(1)
|
Annual payments to Mr. Davis under the Supplemental Executive Retirement Plan are equal to $850,000 less offsetting benefits as of December 31, 2017, payable for up to 36 months after (and to Mr. Davis’s beneficiary to a date 36 months prior to) his predicted life expectancy at the time of the triggering event.
|
(2)
|
Dollar value of shares that would vest under the executive’s restricted stock and performance shares awards, calculated at $20.80 per share, the closing price of Umpqua’s stock on December 29, 2017, the last trading day of the year.
|
(3)
|
Bank owned life insurance (BOLI) death benefit, providing for a payment if death occurs while employed. Excludes amounts payable under company-wide group life and disability plans.
|
(4)
|
Triggering events are termination without “cause” by the Company and termination for “good reason” (material reduction in base salary not shared by other executives or required relocation) by the executive officer. Cash payments at December 31, 2017 would have been two years’ base salary (Mr. O’Haver), one years’ base salary (Mr. Davis and Ms. Delorier) and the greater of nine months’ base salary or two weeks’ base salary for every year of service (Messrs. O’Haver and Nixon).
|
(5)
|
Triggering events are termination without “cause” or executive termination for “good reason” within one year following a change in control. Cash payments at December 31, 2017, would have been 30 months’ base salary and 250% of prior year incentive (Mr. O’Haver), two years’ base salary and 200% of targeted bonus and the cost of two years’ health and welfare plan benefits (Mr. Davis), two years’ base salary and 200% of prior year incentive (Ms. Delorier and Messrs. Farnsworth and Nixon). Change in control termination benefits are in lieu of severance benefits. The amounts shown for Mr. O’Haver are the present value of cash payments, reduced by the estimated amount of Code Section 280G cutbacks in the table below these footnotes.
|
(6)
|
Receipt of benefits are conditioned upon the executive not competing with the Company or soliciting the Company’s employees or customers; and for Messrs. O’Haver, Farnsworth and Nixon, and Ms. Delorier releasing claims against the Company.
|
(7)
|
Retention benefits are payable in lieu of severance and change in control benefits if the executive remains employed for a period of twelve months following a change in control and no other change in control benefits are payable under their employment agreements.
|
Name
|
Change in control benefit under Employment Agreement (i)
|
Less §280G cutback
(ii)
|
Net change in control cash benefit
|
||||||
O'Haver, Cort
|
|
$2,858,872
|
|
|
$1,819,274
|
|
|
$1,039,598
|
|
(i)
|
Represents present value of stream of cash payments.
|
(ii)
|
This calculation does not reflect the value of the non-compete provisions of the employment agreements, which we believe would reduce the amount of the cutback and increase the net change in control cash benefit.
|
Q:
|
Why did I receive the proxy materials?
|
A:
|
We have made the proxy materials available to you over the internet or, in some cases, mailed to you paper copies of these materials because the board is soliciting your proxy to vote your shares of our common stock at the annual meeting to be held on Wednesday, April 18, 2018 and at any adjournments or postponements of this meeting.
|
Q:
|
What is a proxy?
|
A:
|
The board is asking you to give us your proxy. Giving us your proxy means that you authorize another person or persons to vote your shares of our common stock at the annual meeting in the manner you direct. The written document you complete to designate someone as your proxy is usually called a “proxy card” or a “voting instruction form” depending on how the ownership of your shares is reflected in our records. If you are the record holder of your shares, a “proxy card” is the document used to designate your proxy to vote your shares. If you hold your shares in street name, a “voting instruction form” is the document used to instruct your broker (or other nominee) how your nominee should vote. In this proxy statement, the term “proxy card” means both the voting instruction form and proxy card unless otherwise indicated.
|
Q:
|
Why did I receive a
Notice of Internet Availability of Proxy Materials
instead of paper copies of the proxy materials?
|
A:
|
The Securities and Exchange Commission’s (“SEC”) notice and access rule allows us to furnish our proxy materials over the internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, on or before March 2, 2018 we sent a notice to most of our shareholders by mail or e-mail containing instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received only a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to in the notice.
|
Q:
|
What does the
Notice of Internet Availability of Proxy Materials
look like?
|
A:
|
It will come in one of two forms. If you hold your shares in “street name” through a bank or broker, you will receive a document titled “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting” from Broadridge Financial Solutions. If you are a registered shareholder, you should have received a document titled “Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting” from our transfer agent, Computershare.
|
Q:
|
What are shareholders being asked to vote on at the annual shareholder meeting?
|
A:
|
You will vote on:
|
•
|
Item 1:
Election of 10 directors to serve until the next annual meeting of shareholders and his or her successor is elected and qualifies or there is a decrease in the number of directors;
|
•
|
Item 2:
Ratification (non-binding) of the selection of Moss Adams LLP (“Moss Adams”) as the Company’s independent registered public accounting firm for 2018;
|
•
|
Item 3:
Amendment to the Company’s Articles of Incorporation to add a majority voting standard; and
|
•
|
Item 4:
Advisory (non-binding) resolution on the Company’s executive compensation program (“say on pay” vote).
|
Q:
|
What do I need to do now?
|
A:
|
Please carefully read this document. Then, vote your shares by following the instructions from your broker, if your shares are held in “street name” or by one of the following methods:
|
•
|
if you received these printed materials by mail, mark, sign, date and return your proxy card in the enclosed return envelope as soon as possible;
|
•
|
call the toll-free number on the proxy card and follow the directions provided;
|
•
|
go to the website listed on the proxy card and follow the instructions provided; or
|
•
|
attend the shareholder meeting and submit a properly executed proxy or ballot. If a broker holds your shares in “street name,” you will need to get a legal proxy from your broker to vote in person at the meeting.
|
Q:
|
What are my choices when voting?
|
•
|
ELECTION OF DIRECTORS: You may vote in favor of electing the nominees as directors or vote against one or more nominees or you may abstain from voting;
|
•
|
OTHER MATTERS: You may cast your vote in favor of or against the proposal, or you may from voting.
|
Q:
|
What if I abstain from voting?
|
A:
|
If your shares are represented at the annual meeting, in person or by proxy, but you abstain from voting on a matter, or include instructions in your proxy to abstain from voting on a matter, your shares will be counted for the purpose of determining if a quorum is present.
|
Q:
|
Who is eligible to vote?
|
A:
|
Holders of record of Umpqua common stock at the close of business on February 9, 2018 are eligible to vote at Umpqua’s annual meeting of shareholders. As of that date, there were 220,439,234 shares of Umpqua common stock outstanding held by 4,871 holders of record, a number that does not include beneficial owners who hold shares in “street name.”
|
Q:
|
How many shares are owned by Umpqua’s directors and executive officers?
|
A:
|
On February 9, 2018, Umpqua’s directors and executive officers beneficially owned 1,252,119 shares entitled to vote at the annual meeting, constituting less than 1.0% of the total shares outstanding and entitled to vote at the meeting.
|
Q:
|
What if I hold shares of Umpqua common stock in the Umpqua benefit plans?
|
A:
|
You will be given the opportunity to instruct the trustee of the Umpqua Bank 401(k) and Profit Sharing Plan (the “401(k) Plan”) and the Supplemental Retirement/Deferred Compensation Plan (the “NQ Plan”) how to vote the shares that you hold in your account. To the extent that you do not timely give such instructions, the trustee will vote all unvoted shares held in the 401(k) Plan in proportion to the voted shares, and the trustee will vote the unvoted shares in the NQ Plan as recommended by the board of directors.
|
Q:
|
Can I change my vote after I have mailed my signed proxy card or voted by telephone or electronically?
|
A:
|
Yes. If you have not voted through your broker, you can do this by:
|
•
|
calling the toll-free number on the Notice and Access Card or proxy card not later than 11:59 p.m. Pacific Standard Time on the day before the meeting and following the directions provided;
|
•
|
going to the website listed on the Notice and Access Card or proxy card, following the instructions provided and submitting your change no later than 11:59 p.m. Pacific Standard Time on the day before the meeting;
|
•
|
submitting a properly executed proxy prior to the meeting bearing a later date than your previous proxy;
|
•
|
notifying Umpqua’s corporate Secretary, in writing, of the revocation of your proxy before the meeting; or
|
•
|
voting in person at the meeting, but simply attending the meeting will not, in and of itself, revoke a proxy.
|
Q:
|
If my shares are held in “street name” by my broker, will my broker vote my shares for me?
|
A:
|
Yes, but only if you give your broker instructions. If your shares are held by your broker (or other nominee), you should receive this document and an instruction card from your broker. Your broker will vote your shares if you provide instructions on how to vote. If you do not tell your broker how to vote, your broker may vote your shares in favor of ratification of the auditor appointment but may not vote your shares on the election of directors or any other item of business. However, your broker is not required to vote your shares if you do not provide instructions.
|
Q:
|
Can I attend the shareholder meeting even if I vote by proxy?
|
A:
|
Yes. All shareholders are welcome to attend and we encourage you to do so. Please carefully review the rules regarding admission to the annual meeting described below.
|
Q:
|
Why did I receive more than one Notice and Access Card or multiple proxy cards?
|
A:
|
You may receive multiple cards if you hold your shares in different ways (e.g. joint tenancy, in trust or in custodial accounts). You should vote
each
proxy card that you receive.
|
Q:
|
How do you determine a quorum?
|
A
:
|
Umpqua must have a quorum to conduct any business at the annual meeting. Shareholders holding at least a majority of the outstanding shares of Umpqua common stock as of the record date must attend the meeting in person or by proxy to have a quorum. Umpqua shareholders who attend the meeting or submit a proxy but abstain from voting on a given matter will have their shares counted as “present” for determining a quorum. Broker non-votes will also be counted as “present” for establishing a quorum.
|
Q:
|
What is a broker non-vote?
|
A:
|
Under New York Stock Exchange (“NYSE”) Rule 452, brokers are entitled to vote shares held by them for their customers on matters deemed “routine” under applicable rules, even though the brokers have not received voting instructions from their customers. Although Umpqua is listed on the NASDAQ Global Select market, Rule 452 affects us since most of the common shares held in “street name” are held with NYSE member-brokers. The ratification of our independent registered public accounting firm currently qualifies as a “routine” matter. Your broker, therefore, may vote your shares in its discretion on that routine matter if you do not instruct your broker how to vote on them. Your broker is prohibited from voting your shares on non-routine matters unless you have given voting instructions on that matter to your broker. The election of directors, and other matters expected to be presented at the annual meeting are deemed to be non-routine matters under Rule 452, so your broker may not vote on these matters in its discretion. If you do not give voting instructions with respect to these matters your broker will need to return a proxy card without voting on these non-routine matters, which is referred to as a “broker non-vote” or sometimes referred to as “uninstructed shares.”
|
Q:
|
How do you count votes?
|
A:
|
Each common share is entitled to one vote. The named proxies will vote shares as instructed on the proxies. In the election of directors, each share is entitled to one vote for each director position to be filled, and shareholders may not cumulate votes. You may vote “For” or “Against” or “Abstain” from voting with respect to each director nominee and each of the other proposals. A representative of Computershare, our transfer agent, will count the votes and serve as our inspector of elections.
|
Q:
|
Is my vote confidential?
|
A:
|
We maintain the confidentiality of the votes of individual shareholders. We believe that ballots, proxy forms, and voting instructions returned to brokerage firms, banks, and other holders of record are kept confidential by those third parties. Only the proxy solicitor, the proxy tabulator, and the inspector of election have access to the ballots, proxy forms, and voting instructions. Our shareholder relations officer has online access to votes cast by registered shareholders, but does not access that information. The proxy solicitor and the proxy tabulator will disclose information taken from the ballots, proxy forms, and voting instructions only if there is a proxy contest, if the shareholder authorizes disclosure, to assert or defend legal claims, to determine compliance with law or as otherwise required by law. If you write comments on your proxy card or ballot, or attach materials to your proxy card or ballot, management may learn how you voted in reviewing your comments and such information may not be kept confidential.
|
Q:
|
Who pays the cost of proxy solicitation?
|
A:
|
Umpqua pays the cost of soliciting proxies. We have hired D. F. King & Co. to solicit proxies for this meeting and we will pay their fees of $17,500 plus out of pocket costs. Proxies will be solicited by mail, telephone, facsimile, e-mail and personal contact. We may reimburse brokers and other nominee holders for their expenses in sending proxy material and obtaining proxies. In addition to solicitation of proxies by mail, our officers and employees may solicit proxies in person or by telephone, fax, e-mail or letter, without extra compensation.
|
Q:
|
How can I receive my proxy materials electronically in the future?
|
A:
|
Although you may request paper copies of the proxy materials, we would prefer to send proxy materials to shareholders electronically. Shareholders who sign up to receive proxy materials electronically will receive an e-mail prior to next year’s annual meeting with links to the proxy materials, which may give them faster delivery of the materials and will help us save printing and mailing costs and conserve natural resources. Your election to receive proxy materials by e-mail will remain in effect until you terminate your election. To receive proxy materials electronically by e-mail in the future, follow the instructions described below or on the notice.
|
Record Holders
|
|
If you are the record holder of your shares, you may either go to
www.envisionreports.com/umpq2018
and follow the instructions for requesting meeting materials or call 800-652-8683.
|
|
|
|
Street Name Holders
|
|
If you hold your shares in street name, you may either go to
www.edocumentview.com/UMPQ2018
and follow the instructions to enroll for electronic delivery or contact your brokerage firm, bank, or other similar entity that holds your shares.
|
|
|
|
Q:
|
Are there any rules regarding admission to the annual meeting?
|
A:
|
Yes. You are entitled to attend the annual meeting only if you were, or you hold a valid legal proxy naming you to act for, one of our shareholders on the record date. Before we will admit you to the meeting, we must be able to confirm:
|
o
|
verifying your name and stock ownership against our list of registered shareholders, if you are the record holder of your shares;
|
o
|
reviewing other evidence of your stock ownership, such as your most recent brokerage or bank statement if you hold your shares in street name, or your most recent plan statement if you are a participant in one of the Company benefit plans; or
|
o
|
reviewing a written proxy that shows your name and is signed by the shareholder you are representing, in which case either the shareholder must be a registered shareholder or you must have a brokerage or bank statement for that shareholder as described above.
|
Q:
|
Where do I get more information?
|
A:
|
If you have questions about the meeting or submitting your proxy, or if you need additional copies of this document or the proxy card, you should contact one of the following as indicated below or by mail to the attention of Andrew Ognall at Umpqua Holdings Corporation, One SW Columbia Street, Suite 1200, Portland, OR 97258:
|
Andrew Ognall
|
|
Bradley Howes
|
EVP/General Counsel and Secretary
|
|
SVP/Director of Investor Relations
|
(503) 727-4112 (voice)
|
|
(503) 727-4226 (voice)
|
andrewognall@umpquabank.com
|
|
bradhowes@umpquabank.com
|
|
|
|
|
|
Michelle Bressman
|
|
|
VP/Shareholder Relations Officer
|
|
|
(503) 268-6675 (voice)
|
|
|
(503) 645-3636 (fax)
|
|
|
michellebressman@umpquabank.com
|
Important Notice About the Availability of Proxy Materials for the Annual Meeting of Shareholders
to be held April 18, 2018:
This proxy statement and the Company’s annual report to shareholders are available at:
https://www.umpquabank.com/investor-relations
|
1 Year Umpqua Chart |
1 Month Umpqua Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions