COLUMBIA SPORTSWEAR CO

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

2024 Annual Meeting of Shareholders

Voting Items and Board Recommendations

How to Vote

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

2023 Business Highlights

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

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

Fiscal 2023 Financial Results

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

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

Strategic Priorities

We are investing in our strategic priorities to:

v accelerate profitable growth;

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

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

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

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

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

Continuing Strong Returns for our Shareholders

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

Governance Matters

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

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

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

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

Executive Compensation Highlights

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

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

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

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

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

v Executive Compensation Best Practices.

Sustainability

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

•empowering people;

•sustaining places; and

•maintaining responsible practices.

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