DEF 14A of Boise Cascade Co
Filed Mar 21, 2024 · FY20230001104659-24-037250
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| 36 | COMPENSATION DISCUSSION AND ANALYSIS | | 47 | COMPENSATION TABLES | | 47 | Summary Compensation Table | | 49 | 2023 Grants of Plan-Based Awards | | 50 | 2023 Outstanding Equity Awards at Fiscal Year-End | | 51 | 2023 Option Exercises and Stock Vested | | 51 | 2023 Supplemental Pension Benefits | | 52 | 2023 Nonqualified Deferred Compensation | | 52 | Potential Payments upon Termination or Change in Control | | 54 | EQUITY COMPENSATION PLAN INFORMATION | | 55 | PAY RATIO DISCLOSURE | | 56 | PAY VERSUS PERFORMANCE DISCLOSURE | | 60 | AUDIT-RELATED MATTERS | | 60 | PROPOSAL NO. 3 — RATIFICATION OF INDEPENDENT ACCOUNTANT FOR THE YEAR ENDING DECEMBER 31, 2024 | | 61 | AUDIT COMMITTEE REPORT | | 61 | Audit Committee Charter and Responsibilities | | 61 | Audit Committee Financial Experts | | 61 | Recommendation of Financial Statements | | 62 | FEES PAID TO KMPG | | 62 | POLICIES AND PROCEDURES FOR PREAPPROVAL OF AUDIT AND NON-AUDIT SERVICES | | 63 | STOCK OWNERSHIP | | 63 | STOCK OWNERSHIP GUIDELINES FOR OUR DIRECTORS | | 63 | STOCK OWNERSHIP GUIDELINES FOR OUR OFFICERS | | 63 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | 65 | DELINQUENT SECTION 16(A) REPORTS | | 66 | INFORMATION ABOUT OUR ANNUAL MEETING | | 66 | INFORMATION ABOUT OUR ANNUAL SHAREHOLDERS’ MEETING AND VOTING | | 66 | Internet Availability of Proxy Materials, Annual Reports, and Other Reports and Policies | | 66 | Record Date and Voting at Our 2024 Annual Shareholders’ Meeting | | 67 | Quorum | | 67 | Independent Tabulator | | 67 | Independent Inspector of Election | | 67 | Proxy Solicitation | | 67 | Attending the Annual Meeting | | 68 | ADDITIONAL INFORMATION | | 68 | Householding of Annual Meeting Materials | | 68 | Shareholder Proposals for Inclusion in Next Year’s Proxy Statement |
Directors
Directors All Directors are standing for election for a one-year term, except Mack Hogans, who will retire from the Board immediately before the 2024 annual meeting in accordance with our director retirement policy. In connection with Mr. Hogans’ retirement, the size of the Board will be reduced to 11 members. Upon his reelection to the Board, Mr. Hannah will become the Lead Independent Director effective May 2, 2024. The following tables provide summary information about each of the current Directors. Our Board recommends a FOR vote for each Director because it believes each is qualified to serve as a Director and has made and will continue to make positive contributions to the Board. For information on our Director competencies and demographics, please see the Director Skills Matrix on page 11.
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
The following table shows Board and committee memberships effective as of March 21, 2024:
Directors
| | | | | | Committee Memberships | | | | | Director Name and Occupation | | Age | Director Since | Independent | Audit(1) | Compensation | Corporate Governance and Nominating | Other Current Public Company Boards | | | Thomas Carlile Retired Chief Executive Officer, Boise Cascade Company | 72 | 2013 | | | | | — | | | Steven Cooper Chief Executive Officer, TrueBlue, Inc. | 61 | 2015 | | M | | | — | | | Craig Dawson President and Chief Executive Officer, Retail Lockbox, Inc. | 61 | 2022 | | M | | | — | | | Karen Gowland Retired Senior Vice President, General Counsel and Corporate Secretary, Boise Inc. | 65 | 2014 | | | M | M | — | | | David Hannah Retired Chief Executive Officer, Executive Chair, Reliance Steel & Aluminum Co. | 72 | 2014 | | | M | M | — | | | Mack Hogans Retired Senior Vice President Corporate Affairs, Weyerhaeuser Co. | 75 | 2014 | | | | C | — | | | Amy Humphreys Former President, Chief Executive Officer, Bristol Bay Seafoods Investments | 57 | 2022 | | M | | | — | | | Nate Jorgensen Chief Executive Officer, Boise Cascade Company | 59 | 2020 | | | | | IDACORP, Inc., and its primary subsidiary Idaho Power Company | | | Kristopher Matula Retired President, Chief Operating Officer, Buckeye Technologies Inc. | 61 | 2014 | | | C | M | — | | | Duane McDougall Retired President and Chief Executive Officer, Willamette Industries, inc. | 72 | 2013 | | C | | M | — | | | Christopher McGowan General Partner CJM Ventures, LLC/OPTO Holdings, L.P. | 52 | 2013 | | M | M | | — | | | Sue Taylor Retired Chief Information Officer, Bill and Melinda Gates Foundation | 66 | 2019 | | M | M | | — | | Number of Meetings in 2023 | | | Board — 11 | | 4 | 5 | 4 | |
Directors
| C | COMMITTEE CHAIR | M | COMMITTEE MEMBER | | CHAIR OF THE BOARD | | LEAD INDEPENDENT DIRECTOR | | AUDIT COMMITTEE FINANCIAL EXPERT |
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
The following table shows Board and committee memberships effective as of May 2, 2024 upon reelection of the Director nominees to the Board:
Directors
| | | | | | Committee Memberships | | | | | Director Name and Occupation | | Age | Director Since | Independent | Audit(1) | Compensation | Corporate Governance and Nominating | Other Current Public Company Boards | | | Thomas Carlile Retired Chief Executive Officer, Boise Cascade Company | 72 | 2013 | | | | | — | | | Steven Cooper Retired Chief Executive Officer, TrueBlue, Inc. | 61 | 2015 | | M | | M | — | | | Craig Dawson President and Chief Executive Officer, Retail Lockbox, Inc. | 61 | 2022 | | M | M | | — | | | Karen Gowland Retired Senior Vice President, General Counsel and Corporate Secretary, Boise Inc. | 65 | 2014 | | | M | C | — | | | David Hannah Retired Chief Executive Officer, Executive Chair, Reliance Steel & Aluminum Co. | 72 | 2014 | | | | M | — | | | Amy Humphreys Former President, Chief Executive Officer, Bristol Bay Seafoods Investments | 57 | 2022 | | M | M | | — | | | Nate Jorgensen Chief Executive Officer, Boise Cascade Company | 59 | 2020 | | | | | IDACORP, Inc., and its primary subsidiary Idaho Power Company | | | Kristopher Matula Retired President, Chief Operating Officer, Buckeye Technologies Inc. | 61 | 2014 | | | C | M | — | | | Duane McDougall Retired President and Chief Executive Officer, Willamette Industries, inc. | 72 | 2013 | | C | | M | — | | | Christopher McGowan General Partner CJM Ventures, LLC/OPTO Holdings, L.P. | 52 | 2013 | | | M | M | — | | | Sue Taylor Retired Chief Information Officer, Bill and Melinda Gates Foundation | 66 | 2019 | | M | M | | — |
Directors
| C | COMMITTEE CHAIR | M | COMMITTEE MEMBER | | CHAIR OF THE BOARD | | LEAD INDEPENDENT DIRECTOR | | AUDIT COMMITTEE FINANCIAL EXPERT |
Directors
Messrs. Cooper, McDougall, and McGowan, and Ms. Humphreys are audit committee financial experts, as defined in Item 407(d)(5) of Regulation S-K under the Securities Act.
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
Directors
Directors
| THOMAS CARLILE | | Board chair and independent director since March 2015 | | | | Independent director since our IPO in February 2013 | | Age 72 Committees(1) ● None Other Current Public Company Directorships ● None | Biographical Information Boise Cascade Company ● chief executive officer (2009 until his retirement in 2015) ● executive vice president and chief financial officer (February 2008 to August 2009, following the divestiture of our paper and packaging businesses) ● senior vice president and chief financial officer (October 2004 to January 2008) Prior Board Service ● IDACORP, Inc. and its primary subsidiary Idaho Power Company (2014 to 2023) ● Boise Cascade Holdings, L.L.C., our former parent company (August 2009 until its dissolution in September 2014) | Qualifications Mr. Carlile’s position as our former chief executive officer, and his over four decades experience with the Company and its predecessors allows him to advise the Board on operational and industry matters affecting the Company. |
Directors
| STEVEN COOPER | | Independent director since 2015 | | Age 61 Committees(1) ● Audit ● Corporate Governance and Nominating Other Current Public Company Directorships ● None | Biographical Information TrueBlue, Inc., a New York Stock Exchange listed industrial staffing company based in Tacoma, Washington ● chief executive officer (2006 to 2018; and June 2022 to September 2023) ● joined the company in 1999 Arthur Andersen, Albertsons, and Deloitte ● held various professional positions Prior Board Service ● TrueBlue, Inc. (director from 2006 to September 2023 and chair of the board from January 2019 to September 2023) | Qualifications Mr. Cooper’s experience as a chief executive officer and as a director allows him to provide insight on strategic and operational issues and valuable business knowledge. He also provides strong accounting and financial expertise and experience in workforce management to our Board. |
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
| CRAIG DAWSON | | Independent director since 2022 | | Age 61 Committees(1) ● Audit ● Compensation Other Current Public Company Directorships ● None | Biographical Information Retail Lockbox, Inc., an industry leader in remittance processing, credit card payments, and document management services, headquartered in Seattle, Washington ● founder, chief executive officer and president (1994 to present) Federal Reserve Bank of San Francisco ● chair, Seattle Branch (2020 to 2021) ● board member (2015 to 2021) Unisys Corporation, a publicly traded, international provider of computer and systems solutions ● held a number of senior sales positions (1985 to 1994) | Qualifications Mr. Dawson’s experience as a chief executive officer allows him to provide vision-setting and strategic direction to our Board. |
Directors
| KAREN GOWLAND | | Independent director since 2014 | | Age 65 Committees(1) ● Compensation ● Corporate Governance & Nominating (Chair), upon her reelection to the Board Other Current Public Company Directorships ● None | Biographical Information During her 30 years in the forest products industry, Ms. Gowland held various legal and compliance positions, which included over 15 years of experience as a corporate secretary for various public and private entities in the forest products industry. Boise Inc., a manufacturer of packaging and paper products ● senior vice president, general counsel, and corporate secretary (August 2010 until its acquisition by Packaging Corporation of America in late 2013 and her retirement in March 2014) ● vice president, general counsel, and secretary (February 2008 to July 2010) Boise Cascade Holdings, L.L.C. ● vice president, general counsel, and corporate secretary (October 2004 to February 2008) | Qualifications Ms. Gowland has relevant industry and company experience and provides strong corporate governance and compliance skills to our Board. |
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
| DAVID HANNAH | | Independent director since 2014 | | | | Lead independent director upon his reelection to the Board | | Age 72 Committees(1) ● Corporate Governance & Nominating Other Current Public Company Directorships ● None | Biographical Information Reliance Steel & Aluminum Co., a New York Stock Exchange listed operator of metals service centers ● chief executive officer and executive chair (1999 until his retirement in August 2016) ● served in various roles of increasing responsibility (1981 to 1999) Ernst & Whinney, a predecessor firm to Ernst & Young, LLP ● held various professional positions Mr. Hannah is a certified public accountant. | Qualifications Mr. Hannah’s experience as a chief executive officer of a major distribution company allows him to provide valuable insight on operational and industry issues. He also provides strong accounting and financial expertise to our Board. |
Directors
| AMY HUMPHREYS | | Independent director since 2022 | | Age 57 Committees(1) ● Audit ● Compensation Other Current Public Company Directorships ● None | Biographical Information Ms. Humphreys has 25 years of experience in manufacturing, commodities, global marketing, and distribution, during which she has held executive leadership roles. Bristol Bay Seafood Investments ● president and chief executive officer (January 2020 to March 2021) Darigold, a Pacific Northwest dairy cooperative ● chief financial officer (May 2015 to November 2018) Prior Board Service Served on multiple boards in various roles, including: ● Philly Shipyard ASA, a public company listed on the Oslo Stock Exchange (2010 to April 2022) ● Red Lion Hotels Corporation, a New York Stock Exchange listed company (2018 to 2020) | Qualifications Ms. Humphreys brings experience in strategic leadership, business development, financial management, capital structure strategies, and commodity and enterprise risk management to our Board. |
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
| NATE JORGENSEN | CEO | non-independent director since 2020 | | | Age 59 Committees(1) ● None Other Public Company Directorships ● IDACORP, Inc. and its primary subsidiary Idaho Power Company (2023 to present) | Biographical Information Boise Cascade Company ● chief executive officer (March 6, 2020 to present) ● chief operating officer (January 2019 to March 2020) ● senior vice president of engineered wood products, Wood Products segment (2017 to 2019) ● joined the company in 2015 Weyerhaeuser Company, a New York Stock Exchange listed timberlands and wood products company ● vice president of its distribution business | Qualifications Mr. Jorgensen has over 30 years of industry experience in manufacturing and distribution. As chief executive officer, he is also able to provide valuable insight on the Company, as well as operational and financial information that is critical to Board discussions. |
Directors
| KRISTOPHER MATULA | | Independent director since 2014 | | Age 61 Committees(1) ● Compensation (Chair) ● Corporate Governance & Nominating Other Current Public Company Directorships ● None | Biographical Information Mr. Matula is currently a private consultant. Buckeye Technologies, Inc., a publicly traded producer of cellulose-based specialty products, acquired by Georgia-Pacific in 2013 Served in various positions (1994 until his retirement in 2012), including: ● president, chief operating officer, and a director ● chief financial officer ● head of the nonwovens business Procter & Gamble Company ● held various professional positions | Qualifications Mr. Matula’s experience as president, chief operating officer, and director allows him to provide insight on strategic and operational issues and valuable business knowledge. He also provides relevant industry experience and strong corporate governance and compliance skills to our Board. |
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
| DUANE MCDOUGALL | | Independent director since 2013 | | Age 72 Committees(1) ● Audit (Chair) ● Corporate Governance & Nominating Other Current Public Company Directorships ● None | Biographical Information Boise Cascade Holdings, L.L.C., our former parent company ● chief executive officer (December 2008 to August 2009) Willamette Industries, an international paper and forest products company ● president and chief executive officer (until its sale in 2002) ● held numerous operating and finance positions with increasing responsibilities over 23 years Prior Board Service ● StanCorp Financial Group, Inc., a publicly traded company until 2016 (2009 to 2023) ● The Greenbrier Companies, Inc. (2003 to January 2022) ● Boise Cascade Company (December 2008 to 2013), becoming director and Board chair in February 2013 in connection with our initial public offering ● Boise Cascade Holdings, L.L.C., our former parent company (2005 to 2013) | Qualifications Mr. McDougall’s experience as a chief executive officer of a major forest products company allows him to provide our Board with valuable insight on operational and industry issues. He also provides strong accounting and financial expertise to our Board. |
Directors
| CHRISTOPHER MCGOWAN | | Independent director since our IPO in February 2013 | | Age 52 Committees(1) ● Compensation ● Corporate Governance and Nominating Other Current Public Company Directorships ● None | Biographical Information CJM Ventures, L.L.C. and OPTO Holdings, L.P. (d/b/a OPTO International, Inc.) ● general partner (September 2011 to present) The University of Chicago Booth School of Business ● adjunct professor, investor in residence and faculty adviser (2012 to present) Cedar Capital, LLC, a registered investment adviser that operates registered investment companies ● director (2012 to present) Madison Dearborn Partners, L.L.C. ● managing director, concentrating on investments in the basic industries sector (1999 to 2011) Prior to joining Madison Dearborn: ● private equity professional at AEA Investors, Inc. ● investment banker in M&A at Morgan Stanley & Co. Incorporated Prior Board Service ● Boise Cascade Holdings, L.L.C., our former parent company (2004 to 2013) | Qualifications Mr. McGowan provides strong financial and governance skills to our Board. |
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
| SUE TAYLOR | | Independent director since 2019 | | Age 66 Committees(1) ● Audit ● Compensation Other Current Public Company Directorships ● None | Biographical Information The Bill and Melinda Gates Foundation, in Seattle, Washington ● chief information officer (2016 until her retirement in July 2020) Honeywell Automation and Control Solutions ● vice president of the Applications and Project Management Office, where she delivered global integrated system platforms (2014 to 2016) Intermec, which was acquired by Honeywell ● chief information officer, where she led the company’s IT and enterprise business analytics department and headed integration and operational excellence for all IT systems when Intermec was acquired by Honeywell | Qualifications Ms. Taylor’s experience as chief information officer allows her to provide insight on strategic and operational issues and valuable business knowledge, particularly as it relates to technology innovation, information security and controls, and implementation of enterprise-wide systems. |
Directors
(1) Committee memberships as of May 2, 2024, upon the Director nominees reelection to the Board.
2023 Director Compensation Table
2023 Director Compensation Table The following table presents compensation information for each of our non-employee Directors for the year ended December 31, 2023:
2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Change in Pension Value/ Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($) | Total ($) | | Thomas Carlile | 201,250 | 160,014 | — | — | 361,264 | | Steven Cooper | 93,750 | 134,986 | 9,366 | — | 238,102 | | Craig Dawson | 93,750 | 134,986 | — | — | 228,736 | | Karen Gowland | 103,462 | 134,986 | 9,802 | — | 248,250 | | David Hannah | 93,750 | 134,986 | — | — | 228,736 | | Mack Hogans | 134,375 | 134,986 | — | — | 269,361 | | Amy Humphreys | 93,750 | 134,986 | — | — | 228,736 | | Kristopher Matula | 100,913 | 134,986 | 17,666 | — | 253,565 | | Duane McDougall | 102,960 | 134,986 | — | — | 237,946 | | Christopher McGowan | 106,415 | 134,986 | — | — | 241,401 | | Sue Taylor | 93,750 | 134,986 | 1,751 | — | 230,487 |
2023 Director Compensation Table
(1) The reported cash earnings include retainers and fees and are inclusive of deferred compensation amounts for directors participating in the Boise Cascade Directors Deferred Compensation Plan. See note (3) below. (2) On March 1, 2023, our Board chair, Mr. Carlile, was awarded 2,308 time-vested restricted stock units (RSUs) with a grant date fair value of $160,014. Our other Directors were awarded 1,947 time-vested RSUs with a grant date fair value of $134,986. The grant date fair values were computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 Compensation-Stock Compensation (FASB ASC Topic 718). The RSUs vested in a single installment on March 1, 2024. The RSUs are the only unvested stock awards held by each Director as of December 31, 2023. (3) We do not provide our Directors with pension benefits. The amounts reported in the third column include above-market earnings on compensation deferrals (including deferrals made in prior years).
CD&A CONTENTS
| 37 | OUR NAMED EXECUTIVE OFFICERS | | 37 | OUR COMPENSATION OBJECTIVES AND PHILOSOPHY | | 37 | USE OF MARKET DATA TO DETERMINE AMOUNT AND ALLOCATION OF COMPENSATION | | 39 | SUMMARY OF PAY DECISIONS AFFECTING OUR NEOS’ COMPENSATION IN 2023 | | 39 | EXECUTIVE COMPENSATION ELEMENTS | | 40 | ROLE OF MANAGEMENT IN SETTING EXECUTIVE COMPENSATION | | 40 | BASE SALARY | | 41 | SHORT TERM INCENTIVE PLAN | | 41 | 2023 STIP COMPENSATION | | 41 | PROCESS UTILIZED IN SETTING STRATEGIC STIP PERFORMANCE TARGETS |
CD&A CONTENTS
| 43 | 2023 AD HOC DISCRETIONARY BONUS AWARDS | | 43 | LONG TERM INCENTIVE PLAN | | 43 | LTIP AWARDS | | 44 | OTHER COMPENSATION AND BENEFITS PLANS | | 45 | Boise Cascade Supplemental Pension Plan | | 45 | BOISE CASCADE COMPANY SAVINGS PLAN | | 45 | NONQUALIFIED DEFERRED COMPENSATION PLAN | | 45 | AGREEMENTS WITH NAMED EXECUTIVE OFFICERS |
Use of Market Data to Determine Amount and Allocation of Compensation
Use of Market Data to Determine Amount and Allocation of Compensation The compensation committee believes that an important criterion for determining the aggregate value of the Company’s compensation program and the allocation of the value among the various elements of its compensation plans is market data, where available, on the amounts, allocations, and structures utilized by similarly situated peer companies for positions of comparable responsibility. Management and the compensation committee have utilized compensation and benefits surveys to ascertain market levels of aggregate compensation and the allocation of that compensation among specific compensation elements for its NEOs. Aggregate compensation and compensation for each of the major elements (base salary, target short-term incentive compensation, and target long-term incentive compensation) for the
Use of Market Data to Determine Amount and Allocation of Compensation
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Use of Market Data to Determine Amount and Allocation of Compensation
Company’s NEOs has generally been targeted at the 50th percentile of the surveyed peer group companies. However, the specific aggregate compensation (and the allocation among the elements of the total compensation) paid to any of our NEOs may be below or above the 50th percentile target levels, depending on subjective judgments made by the compensation committee based on factors such as the specific officer’s responsibilities that vary from the comparable position, historical performance in the job, tenure with the Company in the position, and other distinguishing characteristics. Since 2011, the compensation committee has periodically retained the services of FW Cook, a compensation consultant, to prepare a comprehensive analysis of the compensation packages for our NEOs and to compare the specific elements of compensation and the aggregate value with a group of peer companies recommended by FW Cook. Our 2023 peer group was the same as below except that Cornerstone Building Products, Inc. was included for 2023 and GMS Inc. was excluded. FW Cook conducted a biannual full review of our peer companies with our compensation committee in 2023 for setting the 2024 peer group. FW Cook noted that Cornerstone Building Brands, Inc. was acquired and is no longer a publicly traded company and recommended that it be removed from the peer group list. As a replacement, FW Cook recommended adding GMS Inc. to the peer group for 2024. The compensation committee agreed with the recommendation and adopted the following 2024 peer group:
Use of Market Data to Determine Amount and Allocation of Compensation
| ● American Woodmark Corporation | ● Gibraltar Industries Corporation | | ● Armstrong World Industries | ● GMS Inc. | | ● Beacon Roofing Supply, Inc. | ● Louisiana Pacific Corporation | | ● BlueLinx Corporation | ● Masonite International Corporation | | ● Builders FirstSource, Inc. | ● Quanex Building Products Corporation | | ● Eagle Materials Inc. | ● Simpson Manufacturing Company, Inc. | | ● JELD-WEN Holding, Inc. | ● UFP Industries, Inc. |
Use of Market Data to Determine Amount and Allocation of Compensation
During 2023, the compensation committee reviewed the officer base salaries, Director compensation, the STIP, the LTIP, FW Cook’s fees, and the proposed peer group for 2023 compensation discussions. The compensation committee approved the proposed peer group for 2023 compensation discussions. The compensation committee also reviewed and reapproved the Company’s compensation philosophy as it appears in this proxy statement.
Use of Market Data to Determine Amount and Allocation of Compensation
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Summary of Pay Decisions Affecting our NEOs’ Compensation in 2023
Summary of Pay Decisions Affecting our NEOs’ Compensation in 2023 For 2023, our compensation committee again granted 50% of the long-term incentive grant value in RSUs and 50% in PSUs. The RSUs vest and are distributed in annual installments over a three-year period. The PSUs, however, are designed to have a one-year performance target based on ROIC(1) with a three-year cliff vest and are distributed in shares two years after the determination of achievement of the performance factor to better align with the long-term interests of shareholders. The STIP is an annual cash-based plan with performance goals based on EBITDA(2) and PRONWC (as defined below in footnote 2 in the table under the heading “Process Utilized in Setting Strategic STIP Performance Targets”). (1) ROIC is defined as Net Operating Profit After Taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax finance expense. Invested capital is defined as total assets plus capitalized lease expense, less current liabilities, excluding short-term debt. In 2023, the compensation committee changed the definition of ROIC to exclude cash and cash equivalents from average invested capital. (2) EBITDA is defined as income before interest (interest expense and interest income), income tax provision (benefit), and depreciation and amortization and is not required by or presented in accordance with generally accepted accounting principles (GAAP) in the United States. Adjusted EBITDA further adjusts EBITDA to exclude the change in fair value of interest rate swaps and loss on extinguishment of debt. Management uses EBITDA and Adjusted EBITDA to evaluate ongoing operations and believes they are useful to investors because they enable them to perform meaningful comparisons of past and present operating results. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP measure (net income), please refer to page 51 to our 2023 Annual Report, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The compensation committee also made salary adjustments for our executive officers in late 2023 to reflect promotions, the changing median pay in our peer companies, and individual officer performance.
Short Term Incentive Plan
Short Term Incentive Plan The STIP is designed to recognize and reward the contributions that our NEOs and other participants make to the Company’s annual performance. Payout under the STIP is based on achievement of performance measures that are tied to the Company’s annual financial performance. We offer this plan to encourage and reward conduct that will lead to better performance of our businesses as measured by the performance criteria. Each NEO’s participation in the plan, along with the criteria for calculation of the payout, is established annually by our compensation committee and communicated to the participants in a STIP award notice. A determination of the amount payable under the plan based on actual performance is made by the compensation committee generally in February of the following year, and resulting payments or awards are made to participants. The actual STIP awards may be less than or greater than the target incentive amounts depending on the achievement of pre-determined financial goals and performance objectives and the exercise of the compensation committee’s discretion. For 2023, the compensation committee set a threshold of 25% of the target award as the minimum award to be granted under the program. If performance is below this threshold, no STIP payout is earned. The compensation committee also set a maximum of 225% of the target award and approved a payout graph with a payout line whereby once the level of performance is determined the award multiplier can be determined. The dollar amount of the threshold, target, and maximum award payable to each of our NEOs is set out in the table found under “2023 Grants of Plan-Based Awards” in this section of this proxy statement.
2023 STIP Compensation
2023 STIP Compensation For 2023, each of our NEOs participated in the STIP. The plan provided for awards to be determined based on the extent to which the financial goals and performance objectives were met during the year, subject to the compensation committee’s discretion.
Process Utilized in Setting Strategic STIP Performance Targets
Process Utilized in Setting Strategic STIP Performance Targets The compensation committee employs a rigorous process to review the annual budget that promotes the Company’s strategic objectives and forms the basis for establishing the STIP performance targets. Furthermore, the compensation committee takes into account Company-specific and industry outlook for the year, historical and projected growth rates for the Company as well as peers and external expectations and guidance. The performance metrics established by the compensation committee under our 2023 STIP were based on forecasts of 1.25 million U.S. housing starts, a primary metric in our business. In setting the STIP target in February 2023, the compensation committee evaluated forecasted earnings for 2023, and market and industry conditions including the expected decline in housing starts given continued actions by the Federal Reserve to increase interest rates to combat high levels of
Process Utilized in Setting Strategic STIP Performance Targets
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Process Utilized in Setting Strategic STIP Performance Targets
inflation which significantly increased mortgage rates. Elevated mortgage rates, when coupled with high home prices, created home affordability constraints and uncertainty broadly across the U.S. economy. As such, the compensation committee expected a deceleration in housing starts compared with actual housing starts of 1.55 million in 2022 and 1.60 million in 2021. In addition, there were ongoing uncertainties to operations due to supply chain constraints. In 2021 and the first half of 2022, the Company experienced unusually high commodity product prices compared to historical periods and experienced commodity price declines in the second half of 2022 that were anticipated to continue to be lower for 2023. In addition, the Company expected price erosion and reduced volumes for our EWP products due to slowing economic activity and decreased demand for new residential construction. The committee set the STIP target at a level intended to drive meaningful performance while balancing concerns for expected pricing and volume impacts. The annual incentive target awards, financial goals, and performance objectives required for each NEO participating in the STIP for 2023 are set forth below. Actual payouts are also shown. Due to the Company’s performance, maximum payouts were achieved in two of the three business roles as set forth below. No discretion was exercised by the compensation committee in awarding payouts for 2023.
Process Utilized in Setting Strategic STIP Performance Targets
| | | | | Performance ($ in millions, except PRONWC) | | | | | | Business Role | | Financial Measure(s) | Weight % of Award Multiplier | Threshold Payout at 25% | Target Payout at 100% | Maximum Payout at 225% | Financial Goal Achievement | Award Payout Multiple | | | Corporate | Corporate EBITDA(1) | 100.0% | 175 | 365 | 640 | 757 | 2.25 | | | Building Material Distribution (BMD) | Corporate EBITDA | 25.0% | 175 | 365 | 640 | 757 | 2.25 | | | | BMD EBITDA | 37.5% | 110 | 230 | 400 | 368 | 2.01 | | | | BMD PRONWC(2) | 37.5% | 30.0% | 40.0% | 70.0% | 72.3% | 2.25 | | | Wood Products (WP) | Corporate EBITDA | 25.0% | 175 | 365 | 640 | 757 | 2.25 | | | | WP EBITDA | 75.0% | 110 | 175 | 285 | 436 | 2.25 |
Process Utilized in Setting Strategic STIP Performance Targets
| Name | Business Role | Actual Base Earnings(3) ($) | Target Award % of Earnings | Award Payout Multiple | STIP Payout ($) | | Nate Jorgensen | Corporate | 1,007,692 | 120% | 2.25 | 2,720,769 | | Kelly Hibbs | Corporate | 523,154 | 80% | 2.25 | 941,677 | | Mike Brown | WP | 551,269 | 80% | 2.25 | 992,285 | | Jeff Strom | BMD | 510,092 | 80% | 2.16 | 881,440 | | Jill Twedt | Corporate | 486,438 | 70% | 2.25 | 766,141 |
Process Utilized in Setting Strategic STIP Performance Targets
(1) Corporate EBITDA shown is based on the financial performance of Adjusted EBITDA, which reflects normal recurring adjustments made, such as the change in fair value of interest rate swaps, as disclosed in our tie-out of Adjusted EBITDA. The calculation of EBITDA and Adjusted EBITDA is described on page 39 of the proxy statement. (2) Pre-tax Return on Net Working Capital (PRONWC) is calculated based on GAAP amounts by dividing BMD’s net operating income by the average net working capital reported as of each month-end during a 13-month period running from December 2022 through December 2023. The compensation committee includes PRONWC as a portion of Mr. Strom’s performance criteria because it reflects BMD’s control of working capital, which is a critical financial measure in our distribution business. The STIP target award is applied to the actual base salary earnings for the year and not base salary at year-end.
Process Utilized in Setting Strategic STIP Performance Targets
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2023 Ad Hoc Discretionary Bonus Awards
2023 Ad Hoc Discretionary Bonus Awards From time to time, the compensation committee may elect to grant a discretionary bonus to one or more of the NEOs or to other employees to recognize and reward exemplary performance providing value to the Company beyond what is recognized by the structure of the STIP. A formal plan does not govern these bonus payments, and no NEO has any contractual entitlement or expectation of any such payment. The amount and timing of the grant of any such bonus to NEOs are determined by the compensation committee at its sole discretion. No such bonuses were awarded in 2023 to the NEOs.
Long Term Incentive Plan
Long Term Incentive Plan We make long-term equity grants under the LTIP which provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based compensation, and performance awards. The purpose of the LTIP is to provide incentives that will attract, retain, and motivate high-performing officers, Directors, employees, and consultants by providing them a proprietary interest in our long-term success or compensation based on their performance in fulfilling their responsibilities to our Company. The LTIP is administered by our compensation committee. Awards granted under the LTIP are subject to our recoupment policies.
LTIP Awards
LTIP Awards In February 2023, the compensation committee approved equity grants under the LTIP to our NEOs. The amount and structure of the grants were based on the recommendations FW Cook made as a result of the study they conducted on behalf of the compensation committee. Officer participants received two types of equity grants: RSUs and PSUs. The compensation committee set a dollar amount for each participant to calculate the target RSU and PSU grants on the day of the award after market close. Half of the value of the target award was granted in RSUs. The other half of the target award was granted in PSUs. The RSUs awarded in 2023 vest over a three-year period with one-third vesting on each of March 1 of each of 2024, 2025, and 2026 with share distribution the following day. The PSUs awarded at target are adjusted by a performance factor determined by the performance objectives described below and may be further adjusted at the discretion of the compensation committee. The performance-adjusted PSUs granted in 2023 vest in a single installment on March 1, 2026, with share distribution the following day. Vesting of PSUs and RSUs is subject to an officer’s continued employment with the Company, with certain limited exceptions described below. The 2023 LTIP awards were based on a closing market value on March 1, 2023 of $69.33 and are as follows:
LTIP Awards
| Financial Goal PSUs | Threshold 50% of PSUs | Target 100% of PSUs | Maximum 200% of PSUs | 2023 Financial Goal Achievement | LTI PSU Award Multiple | | Corporate ROIC(1) | 5.0% | 11.0% | 22.0% | 24.9% | 2.00 |
LTIP Awards
| Name | LTIP Target Award Value ($) | 50% of Target Award Value RSUs (#) | 50% of Target Award Value PSUs (#) | 2023 LTIP PSUAward Multiple | Adjusted PSUs with Performance Multiple | | Nate Jorgensen | 3,700,000 | 26,684 | 26,684 | 2.00 | 53,368 | | Kelly Hibbs | 880,000 | 6,346 | 6,346 | 2.00 | 12,692 | | Mike Brown | 880,000 | 6,346 | 6,346 | 2.00 | 12,692 | | Jeff Strom | 880,000 | 6,346 | 6,346 | 2.00 | 12,692 | | Jill Twedt | 630,000 | 4,543 | 4,543 | 2.00 | 9,086 |
LTIP Awards
ROIC is calculated as described on page 10 of this proxy statement. In 2023, the compensation committee changed the definition of ROIC to exclude cash and cash equivalents from average invested capital. This
LTIP Awards
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LTIP Awards
change was made to exclude the impact of the large cash balance held by the organization as of the end of 2022, and to enhance the return required of management when a significant investment was made in the business. The compensation committee believes this change in the metric definition will drive stronger future returns. The compensation committee chose ROIC as the performance metric in the LTIP to differentiate from the EBITDA measure used in the STIP because it believed ROIC would put a focus on short-term and long-term investments and reinforce the importance of shareholder returns. If ROIC is below threshold as shown above, no PSUs are earned. At threshold performance, 50% of the target PSUs are earned, and at maximum performance, 200% of the target PSUs are earned. The compensation committee approved a payout scale such that when results fall between the threshold and maximum reference points, interpolation is used to determine the actual PSUs to be awarded. The PSUs awarded are earned based on a one-year ROIC performance established by the compensation committee. The compensation committee continues to evaluate the appropriateness of a one-year performance goal with a three-year cliff vest for the PSUs and did so again in 2023. Based on the market conditions and the nature of the products we manufacture and sell, the committee continued to support a one-year performance goal with a three-year cliff vest for the PSUs awarded in 2023 and believes the three-year cliff vesting aligns management with the long-term interests of our shareholders. Vesting of LTIP awards is subject to an NEO’s continued employment through the vesting date, except in certain limited circumstances. If an NEO dies or becomes disabled, (i) all unvested RSUs become vested and (ii) all earned PSUs for which the performance metric has been satisfied become vested at that amount. In the event the performance year applicable to the PSUs has not elapsed at the time of such death or disability, the PSUs will vest based on actual achievement of the performance metric. In the event of an NEO’s eligible retirement, (i) unvested RSUs become vested as to 1/3 of the award, multiplied by a pro rata portion based on the number of full calendar months that has elapsed during the then 12-month vesting period prior to retirement, divided by 12, and (ii) earned PSUs become vested as to a pro rata portion based on the number of full calendar months that has elapsed during the vesting period prior to retirement, divided by 36. Payout occurs on the normally scheduled payout date for the PSU awards, and upon retirement for the pro rata RSU awards. For purposes of LTIP vesting, retirement means the NEO’s termination after attainment of age 62 and completion of at least 15 years of employment with the Company and its predecessors, or age 65 and completion of at least five years of employment with the Company. In the event of a change in control in which the LTIP awards are not replaced by an equivalent award, (i) RSUs become vested, and (ii) unearned PSUs become vested at target and PSUs for which the performance metric has been satisfied and, therefore, are subject to time-vesting, become vested.
Boise Cascade Company Savings Plan
Boise Cascade Company Savings Plan The Company maintains a 401(k) defined-contribution savings plan for all of its U.S. salaried employees, including its NEOs. Under the plan, eligible employees electing to participate may contribute up to 50% of their pretax income, subject to Internal Revenue Service (IRS) rules limiting an individual’s total contributions and the application of IRS tests designed to ensure that the plan does not discriminate in favor of highly compensated employees. Since January 2013, the Company has provided a contribution to each salaried employee’s 401(k) account for each pay period in an amount equal to 4% of the employee’s eligible wages (base salary and short-term incentive compensation) for the period. If the Company’s EBITDA meets or exceeds targets specified by the compensation committee and the Board, the Company is able to make additional discretionary contributions in an amount up to 2%, 3%, or 4% of the employee’s wages, depending on the affected employee’s number of years of service. For 2023, the compensation committee and the Board set an EBITDA performance threshold of $175 million and maximum of $250 million. The Company approved a payout scale so that when performance falls between the threshold and maximum levels linear interpolation is used to determine the actual award. Amounts in excess of IRS annual limitations on the amount of income on which Company contributions may be made to qualified defined contribution retirement plans are paid to participants as taxable cash compensation and/or credited to the participant’s deferred compensation account. In 2023, the Company’s Adjusted EBITDA performance was $757 million. All of our NEOs participate in the plan. Amounts deferred under this plan by the NEOs are included in the salary disclosure in the “Summary Compensation Table,” and amounts contributed by the Company to the account of an NEO under the plan are included in the “All Other Compensation” column in the “Summary Compensation Table.”
Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan Under the Boise Cascade Company Deferred Compensation Plan, participating employees irrevocably elect each year to defer receipt of a portion of their base salary and incentive compensation. A participant’s account is credited with an amount equal to what the Company’s 401(k) contribution would have been if the money had not been deferred under the 401(k) plan rather than the deferred compensation plan and with imputed interest at a rate equal to 130% of Moody’s Composite Average of Yields on Corporate Bonds. Participants may receive payment of their deferred compensation plan balance in a lump sum or installments over a specified period of years following the termination of their employment with the Company or can elect distributions of in-service account deferrals prior to termination, as specified in the plan. Amounts deferred under this plan in any relevant year or contributed to the account under the plan by any of our NEOs are disclosed in the “2023 Nonqualified Deferred Compensation” table.
Agreements with Named Executive Officers
Agreements with Named Executive Officers The Company does not have employment agreements with any of its NEOs other than the severance agreements described in this section. In 2022, the Company entered into new severance agreements with each of the NEOs to maintain operating continuity in the event of a change of control. The severance agreements generally are effective until January 31st of the following year, except that if the Company does not give notice of non-extension 60 days prior to expiration, the term of each severance agreement will be automatically extended for an additional year. The severance agreements for the NEOs provide that in the event of a “qualifying termination” (meaning any termination with the exception of a termination (i) by the Company for cause or disability; (ii) by the NEO other than for good reason (as described in the severance agreement); or (iii) as a result of the NEO’s death), the NEO will be entitled to receive (a) their full base salary through
Agreements with Named Executive Officers
the date of termination, a STIP payment for the year of termination based on the plan’s actual payout for the year and pro-rated to reflect the portion of the year expired prior to termination, and all other compensation to which he or she is then entitled; (b) a lump-sum severance payment equal to two times the sum of (i) the NEO’s annual base salary plus (ii) target STIP for the year in which the termination occurs; (c) a lump-sum amount equal to the value of such NEO’s unused and accrued time off, less any advanced time off, in accordance with the applicable time-off policy in effect on the termination date; and (d) a lump sum payment equal to 18 times the monthly Company-paid premium amount for all life, disability, accident, and healthcare plans, programs, or arrangements. In the event of a change in control, the agreements require a second trigger of a qualifying termination from employment before benefits are payable. The severance agreements provide that in the event of a non-qualifying termination, the NEO will be entitled to receive their full base salary through the date of termination, plus all other compensation to which they are then entitled. In the event of a failure to perform duties as a result of incapacity due to physical or mental illness or injury, the NEO will be entitled to continue to receive the full base salary until such time as employment is terminated due to disability. No severance payments or continuation of healthcare benefits beyond the date of termination are provided for under such circumstances. In consideration of the severance payments described above, each severance agreement contains confidentiality, non-solicitation, and non-disparagement provisions, and a general release of all claims against the Company and its affiliates, as a condition of payment of benefits under the severance agreement.
Summary Compensation Table
Summary Compensation Table The following table presents compensation information for our NEOs for 2023, 2022 and 2021:
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-equity Incentive Plan Compensation(3) ($) | Change in Pension Value/ Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Nate Jorgensen(6) Chief Executive Officer & Director | 2023 | 1,007,692 | 3,700,003 | 2,720,769 | 13,955 | 234,321 | 7,676,740 | | | 2022 | 936,538 | 2,799,958 | 2,317,933 | 7,151 | 215,435 | 6,277,015 | | | 2021 | 859,135 | 2,214,964 | 2,126,358 | — | 198,031 | 5,398,488 | | Kelly Hibbs(6) SVP, Chief Financial Officer, and Treasurer | 2023 | 523,154 | 879,936 | 941,677 | 24,000 | 112,757 | 2,481,524 | | | 2022 | 477,031 | 850,030 | 804,989 | 26,007 | 87,682 | 2,245,739 | | | 2021 | 405,742 | 456,618 | 604,289 | 15,376 | 62,093 | 1,544,118 | | Mike Brown(6) EVP, Wood Products | 2023 | 551,269 | 879,936 | 992,285 | 15,982 | 113,279 | 2,552,751 | | | 2022 | 492,608 | 850,030 | 851,226 | 17,602 | 106,868 | 2,318,334 | | | 2021 | 457,469 | 600,028 | 823,445 | 12,051 | 96,708 | 1,989,701 | | Jeff Strom(6) EVP, Building Materials Distribution | 2023 | 510,092 | 879,936 | 881,440 | 11,730 | 109,826 | 2,393,024 | | | 2022 | 470,123 | 850,030 | 846,222 | 9,793 | 96,747 | 2,272,915 | | | 2021 | 409,912 | 600,028 | 700,551 | 4,556 | 58,063 | 1,773,110 | | Jill Twedt(6) SVP, General Counsel and Corporate Secretary | 2023 | 486,438 | 629,932 | 766,141 | 10,218 | 84,789 | 1,977,518 | | | 2022 | 449,570 | 600,002 | 556,343 | 7,295 | 82,806 | 1,696,016 | | | 2021 | 431,246 | 399,984 | 533,667 | 1,980 | 76,217 | 1,443,094 |
Summary Compensation Table
(1) Includes amounts deferred under our savings plan and our deferred compensation plan. See “Boise Cascade Company Savings Plan” and “Non-qualified Deferred Compensation Plan” in the “CD&A” in this proxy statement. (2) Includes the total grant date fair value of the target RSU and PSU awards granted in 2021, 2022, and 2023 computed in accordance with FASB ASC Topic 718. The grant date fair value of the 2021 RSU awards is $52.45, for the 2022 RSU awards is $79.83, and for the 2023 RSU awards is $69.33. The 2021 PSUs were granted by the compensation committee at 2.0 times target with a grant date fair value of $52.45 per share. The 2021 PSU grant, with achievement of the maximum performance levels, was as follows: Mr. Jorgensen — $2,214,964; Mr. Hibbs — $456,618; Mr. Brown $600,028; Mr. Strom $600,028; and Mrs. Twedt $399,984. The 2022 PSUs were granted by the compensation committee at 1.52 times target with a grant date fair value of $79.83 per share. The 2022 PSU grant, adjusted for performance level achievement, was as follows: Mr. Jorgensen — $2,127,948; Mr. Hibbs — $645,984; Mr. Brown — $645,984; Mr. Strom — $645,984; and Ms. Twedt $455,989. The 2023 PSUs were granted by the compensation committee at 2.00 times target with a grant date fair value of $69.33 per share. The 2023 PSU grant, adjusted for performance level achievement, was as follows: Mr. Jorgensen — $3,700,003; Mr. Hibbs — $879,936; Mr. Brown — $879,936; Mr. Strom — $879,936; and Ms. Twedt $629,932. (3) Represents total payment of awards under our STIP for each year reported. The specific financial goals and performance objectives at corporate and business unit levels of the STIP for 2023 are described under “Short Term Incentive Plan” in the “CD&A” in this proxy statement. The amounts reported in this column include amounts deferred under our savings plan and our deferred compensation plan. (4) Amounts disclosed in this column reflect the above-market portion of the interest earned on deferred compensation for our NEOs. Pension benefits for officers have been frozen since December 31, 2009, and no additional benefits are being earned. For more information concerning the pension plans and deferred compensation plans in which our NEOs participate, see “Boise Cascade Supplemental Pension Plan” and “Nonqualified Deferred Compensation Plan” under “Other Compensation and Benefit Plans” in the CD&A in this proxy statement.
Summary Compensation Table
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Summary Compensation Table
Amounts disclosed in this column include the following:
Summary Compensation Table
| Officer | Year | Company Contributions to Savings Plans(a) ($) | Company-Paid Portion of Executive Officer Life Insurance(b) ($) | Other ($) | Total ($) | | Nate Jorgensen | 2023 | 232,794 | 1,527 | — | 234,321 | | Kelly Hibbs | 2023 | 111,230 | 1,527 | — | 112,757 | | Mike Brown | 2023 | 111,200 | 2,079 | — | 113,279 | | Jeff Strom | 2023 | 108,299 | 1,527 | — | 109,826 | | Jill Twedt | 2023 | 84,054 | 735 | — | 84,789 |
Summary Compensation Table
(a) See “Boise Cascade Company Savings Plan” and “Nonqualified Deferred Compensation Plan” under “Other Compensation and Benefit Plans” in the CD&A in this proxy statement for a description of these plans. Amounts included in the contributions reported in this column that exceeded IRS annual limitations on Company contributions to qualified defined contribution retirement plans were paid to the NEO as taxable cash compensation. (b) See “Agreements with Named Executive Officers” in the CD&A in this proxy statement for a description of the Company-paid life insurance plans under which these costs were incurred. Messrs. Jorgensen and Brown became NEOs in 2019. Ms. Twedt became an NEO in 2020. Messrs. Hibbs and Strom became NEOs in 2021.
Summary Compensation Table
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2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table presents information concerning each grant of a non-equity and equity award made to our NEOs in 2023 under our STIP and LTIP.
2023 Grants of Plan-Based Awards
| Name | Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payout Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Nate Jorgensen | Non-Equity Award(1) | | 302,308 | 1,209,231 | 2,720,770 | | | | | | | | Equity Award – PSUs(2) | 3/1/2023 | | | | 13,342 | 26,684 | 53,368 | | 1,850,002 | | | Equity Award – RSUs | 3/1/2023 | | | | | | | 26,684 | 1,850,002 | | Kelly Hibbs | Non-Equity Award(1) | | 104,631 | 418,523 | 941,677 | | | | | | | | Equity Award – PSUs(2) | 3/1/2023 | | | | 3,173 | 6,346 | 12,692 | | 439,968 | | | Equity Award – RSUs | 3/1/2023 | | | | | | | 6,346 | 439,968 | | Mike Brown | Non-Equity Award(1) | | 110,254 | 441,015 | 992,285 | | | | | | | | Equity Award – PSUs(2) | 3/1/2023 | | | | 3,173 | 6,346 | 12,692 | | 439,968 | | | Equity Award – RSUs | 3/1/2023 | | | | | | | 6,346 | 439,968 | | Jeff Strom | Non-Equity Award(1) | | 102,018 | 408,074 | 918,166 | | | | | | | | Equity Award – PSUs(2) | 3/1/2023 | | | | 3,173 | 6,346 | 12,692 | | 439,968 | | | Equity Award – RSUs | 3/1/2023 | | | | | | | 6,346 | 439,968 | | Jill Twedt | Non-Equity Award(1) | | 85,127 | 340,507 | 766,141 | | | | | | | | Equity Award – PSUs(2) | 3/1/2023 | | | | 2,272 | 4,543 | 9,086 | | 314,966 | | | Equity Award – RSUs | 3/1/2023 | | | | | | | 4,543 | 314,966 |
2023 Grants of Plan-Based Awards
(1) Reflects the potential threshold, target, and maximum incentive awards for the NEOs for 2023 under our STIP as described above in “Short Term Incentive Plan” in the CD&A in this proxy statement. The NEOs’ actual incentive awards earned in 2023 are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” All awards earned under this plan were paid in February 2024 calculated based on the actual salary earned in 2023. (2) Reflects the potential threshold, target, and maximum incentive awards for the NEOS for 2023 PSUs under the 2016 Incentive Plan. One hundred percent of the PSUs time vest on March 1, 2026. For further information on the terms of these incentive awards, refer to “LTIP Awards” in the CD&A in this proxy statement. The values listed in this column represent the accounting grant date fair value of the target RSUs and the target PSUs (at $69.33 per share) at the time of award.
2023 Grants of Plan-Based Awards
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2023 Outstanding Equity Awards at Fiscal Year-End
2023 Outstanding Equity Awards at Fiscal Year-End The following table presents information concerning the 2023, 2022, and 2021 awards made to our NEOs under the LTIP that had not vested as of December 31, 2023.
2023 Outstanding Equity Awards at Fiscal Year-End
| | | Stock Awards | | | Name | Type of Award | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(5) ($) | | Nate Jorgensen | 2023 Officer PSU(1) | 53,368 | 6,903,684 | | | 2023 Officer RSU(2) | 26,684 | 3,451,842 | | | 2022 Officer PSU(3) | 26,656 | 3,448,220 | | | 2022 Officer RSU(2) | 11,691 | 1,512,348 | | | 2021 Officer PSU(3) | 42,230 | 5,462,873 | | | 2021 Officer RSU(2) | 7,038 | 910,436 | | Kelly Hibbs | 2023 Officer PSU(1) | 12,692 | 1,641,837 | | | 2023 Officer RSU(2) | 6,346 | 820,919 | | | 2022 Officer PSU(3) | 8,092 | 1,046,781 | | | 2022 Officer RSU(2) | 3,549 | 459,099 | | | 2021 Officer PSU(3) | 4,766 | 616,530 | | | 2021 Officer RSU(2) | 794 | 102,712 | | | 2021 Officer RSU(4) | 988 | 127,808 | | Mike Brown | 2023 Officer PSU(1) | 12,692 | 1,641,837 | | | 2023 Officer RSU(2) | 6,346 | 820,919 | | | 2022 Officer PSU(3) | 8,092 | 1,046,781 | | | 2022 Officer RSU(2) | 3,549 | 459,099 | | | 2021 Officer PSU(3) | 11,440 | 1,479,878 | | | 2021 Officer RSU(2) | 1,906 | 246,560 | | Jeff Strom | 2023 Officer PSU(1) | 12,692 | 1,641,837 | | | 2023 Officer RSU(2) | 6,346 | 820,919 | | | 2022 Officer PSU(3) | 8,092 | 1,046,781 | | | 2022 Officer RSU(2) | 3,549 | 459,099 | | | 2021 Officer PSU(3) | 11,440 | 1,479,878 | | | 2021 Officer RSU(2) | 1,906 | 246,560 | | Jill Twedt | 2023 Officer PSU(1) | 9,086 | 1,175,365 | | | 2023 Officer RSU(2) | 4,543 | 587,682 | | | 2022 Officer PSU(3) | 5,712 | 738,904 | | | 2022 Officer RSU(2) | 2,505 | 324,047 | | | 2021 Officer PSU(3) | 7,626 | 986,499 | | | 2021 Officer RSU(2) | 1,271 | 164,417 |
2023 Outstanding Equity Awards at Fiscal Year-End
(1) On March 1, 2023, our compensation committee awarded our NEOs the 2023 PSUs listed herein which represent the actual amounts earned at 2.00 times target and include the unvested portion of these awards as of December 31, 2023. The 2023 PSUs will vest and distribute on March 1, 2026. On March 1, 2023, our compensation committee awarded our NEOs the 2023 RSUs listed herein. One-third vested on March 1, 2024, the second third vests on March 1, 2025, and the final one-third will vest on March 1, 2026. On March 1, 2022, our compensation committee awarded our NEOs the 2022 RSUs listed herein. One-third vested on March 1, 2023, the second third vested on March 1, 2024, and the final third will vest on March 1, 2025. On March 1, 2021, our compensation committee awarded our NEOs the 2021 RSUs listed herein. One-third vested on March 1, 2022, one-third vested on March 1, 2023, and the final one-third vested on March 1, 2024.
2023 Outstanding Equity Awards at Fiscal Year-End
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2023 Outstanding Equity Awards at Fiscal Year-End
On February 7, 2021, our compensation committee awarded our NEOs the 2021 PSUs listed herein which represent the actual amounts earned at 2.00 times target and include the unvested portion of these awards as of December 31, 2023. The 2021 PSUs vested and were distributed on March 1, 2024. On February 17, 2022, our compensation committee awarded our NEOs the 2022 PSUs listed herein which represent the actual amounts earned at 1.52 times target and include the unvested portion of these awards as of December 31, 2023. The 2022 PSUs will vest and distribute on March 1, 2025. (4) Mr. Hibbs received an additional RSU grant at the time of his promotion on May 14, 2021. The RSUs will vest on the same schedule as the other 2021 NEO RSU awards. (5) Market value based on the closing price for Boise Cascade Company stock on December 29, 2023, of $129.36 per share.
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table reflects the number of stock awards vested in 2023:
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Nate Jorgensen | — | — | 83,780 | 5,808,467 | | Kelly Hibbs | — | — | 9,319 | 646,086 | | Mike Brown | — | — | 19,686 | 1,364,830 | | Jeff Strom | — | — | 9,443 | 654,683 | | Jill Twedt | — | — | 12,125 | 840,626 |
2023 Option Exercises and Stock Vested
(1) Calculated using closing price of our common stock on the New York Stock Exchange on vest date of March 1, 2023 ($69.33).
2023 Supplemental Pension Benefits
2023 Supplemental Pension Benefits Pension benefits for officers are frozen, and no additional benefits are being earned. The following table reflects the present value of accumulated benefits payable, including the number of years of service credited to each of the officers who are participants in the SUPP under our defined benefit pension plans. For more information concerning our pension plans, see “Boise Cascade Supplemental Pension Plan” in the CD&A in this proxy statement.
2023 Supplemental Pension Benefits
| Officer | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year(3) ($) | | Kelly Hibbs | SUPP | 14 | 14,606 | — | | Mike Brown | SUPP | 10 | 11,266 | — |
2023 Supplemental Pension Benefits
(1) Number of years credited service for Mr. Brown includes amounts attributable to employment prior to acquisitions. These values were calculated on the same basis and using the same assumptions used in the Company’s financial statements.
2023 Supplemental Pension Benefits
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2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation Earnings on contributions and preexisting plan balances continued to accrue during 2023 in accordance with the terms of the deferred compensation plan. No withdrawals or distributions were made from the plan by any of our NEOs during 2023. Contributions to the deferred compensation plan received from the Company included a 4% base contribution and applicable discretionary contribution to simulate the base contribution and discretionary contribution to eligible participants in the 401(k) plan. Aggregate earnings and year-end plan balances for each of the NEOs who participate in the plan are disclosed in the table below:
2023 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | Nate Jorgensen | 347,690 | 23,476 | 46,281 | — | 766,060 | | Kelly Hibbs | — | 4,979 | 80,821 | — | 1,233,929 | | Mike Brown | — | — | 53,854 | — | 821,579 | | Jeff Strom | 171,027 | 12,265 | 41,520 | — | 685,567 | | Jill Twedt | 156,417 | 13,735 | 33,659 | — | 567,552 |
2023 Nonqualified Deferred Compensation
(1) Amount included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table” based on the participant’s election for each deferral source. (2) Amounts included in the “All Other Compensation” column of the “Summary Compensation Table.” (3) The above-market portion of the interest earned is included in the “Change in Pension Value/ Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table.” (4) The amounts reported in this column (with the exception of any amounts that are not above-market earnings) have been reported for applicable years in the “Summary Compensation Table.”
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The following table reflects an estimate of the compensation the Company would have been required to pay to each of its NEOs under the compensation plans, contracts, agreements, and arrangements between each such individual and the Company for: ● Voluntary termination with good reason or involuntary termination by the Company without cause; ● A change in control without adoption of a replacement plan or assumption of the existing obligations under plans; ● Death or disability; or ● Retirement, as applicable. The amounts shown assume that such termination or change in control was effective as of December 31, 2023. The actual amounts the Company would have been required to pay on other dates may be determined only at the time of separation from the Company or the change in control and will accordingly vary from those disclosed here, which are based on a hypothetical December 31, 2023 termination. The amounts disclosed here do not include amounts earned by the NEO through that time as base salary, any bonuses approved by the compensation committee prior to that date, and payments earned prior to that date, such as 2023 awards earned pursuant to our STIP, because neither their amount nor the timing of the payment is affected by the fact or the nature of the termination of employment. In addition, the disclosure does not include amounts payable pursuant to the 401(k), deferred compensation, or pension plans, which are disclosed elsewhere in the CD&A in this proxy statement, and accompanying tables. The availability of severance payments and continued healthcare and insurance benefits beyond termination of employment is contractually conditioned for each of our NEOs on their provision to the Company of a release of claims arising from their employment and the termination thereof and their performance of contractual confidentiality, non-solicitation, and non-disparagement obligations contained in their severance
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
agreements with the Company, as well as payment of applicable contributions for healthcare and insurance benefits. The payments described in the tables and textual materials that follow are provided by severance agreements and the terms of the LTIP. For a description of these contractual arrangements, see “LTIP Awards” and “Agreements with Named Executive Officers” in the CD&A in this proxy statement.
Potential Payments upon Termination or Change in Control
| Name | Benefit | Qualified Termination(1) ($) | Change in Control(2) ($) | Death or Disability(3) ($) | | Nate Jorgensen | ● Base Salary (2x annual base salary) | 2.100,000 | — | — | | | ● STIP (2x target) | 2,520,000 | — | — | | | ● LTIP | — | 21,689,403 | 21,689,403 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 31,102 | — | — | | | TOTAL | 4,651,102 | 21,689,403 | 21,689,403 | | Kelly Hibbs | ● Base Salary (2x annual base salary) | 1,116,200 | — | — | | | ● STIP (2x target) | 892,960 | — | — | | | ● LTIP | — | 4,815,686 | 4,815,686 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 31,823 | — | — | | | TOTAL | 2,040,983 | 4,815,686 | 4,815,686 | | Mike Brown | ● Base Salary (2x annual base salary) | 1,155,600 | — | — | | | ● STIP (2x target) | 924,480 | — | — | | | ● LTIP | — | 5,695,074 | 5,695,074 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 14,398 | — | — | | | TOTAL | 2,094,478 | 5,695,074 | 5,695,074 | | Jeff Strom | ● Base Salary (2x annual base salary) | 1,113,600 | — | — | | | ● STIP (2x target) | 890,880 | — | — | | | ● LTIP | — | 5,695,074 | 5,695,074 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 31,801 | — | — | | | TOTAL | 2,036,281 | 5,695,074 | 5,695,074 | | Jill Twedt | ● Base Salary (2x annual base salary) | 1,009,600 | — | — | | | ● STIP (2x target) | 706,720 | — | — | | | ● LTIP | — | 3,976,914 | 3,976,914 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 4,369 | — | — | | | TOTAL | 1,720,689 | 3,976,914 | 3,976,914 |
Potential Payments upon Termination or Change in Control
(1) A Qualified Termination includes voluntary termination with good reason and involuntary termination without cause. The benefits are payable pursuant to the severance agreement with each NEO as described under “Agreements with Named Executive Officer” in the CD&A in this proxy statement. (2) In the event of a change in control in which LTIP awards are not replaced by equivalent awards, the time-based LTIP awards vest immediately in full. The value represents the aggregate market value of the unvested awards presented under the “2023 Outstanding Equity Awards at Fiscal Year-End” Table. In the event of death or disability, the time-based LTIP awards vest immediately in full. The value represents the aggregate market value of the unvested awards presented under the “2023 Outstanding Equity Awards at Fiscal Year-End” Table.
Potential Payments upon Termination or Change in Control
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Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank) and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the chief executive officer total compensation of Nate Jorgensen. For 2023, our last completed fiscal year: ● The annual total compensation of our median employee (excluding our chief executive officer and our employees in Canada) was $60,220; and ● The total compensation of our chief executive officer was $7,676,740 based on the 2023 amounts reflected in the “Summary Compensation Table”. Based on this information, we estimate that the annual total compensation of our chief executive officer was approximately 127.5 times that of our median employee in 2023. We identified our median employee by preparing a list of all our employees (excluding our chief executive officer and our employees in Canada) as of December 31, 2023. We then collected the information necessary to calculate Medicare taxable income for the year ended December 31, 2023, as will be reported to the IRS on Form W-2 for the employees included in such list. We did not include our employees in Canada in determining our median employee, as they accounted for less than 5% of our total employee population as of December 31, 2023. As of December 31, 2023, we had a total of 7,340 employees, comprised of 7,234 U.S.-based employees, and 106 employees in Canada.
Pay Ratio Disclosure
| Location | # of Employees | % of Total | Total # of Employees | | U.S. | 7,234 | 98.6% | 7,340 | | Canada | 106 | 1.4% | |
Pay Ratio Disclosure
The pay ratio included above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and the methodology described above. The SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Pay Ratio Disclosure
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Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to Dodd Frank, the following disclosure relates to executive compensation and Company performance for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(3)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(4) ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return (2023 Peer Group)(5) ($) | Prior Peer Group Total Shareholder Return (2022)(6) ($) | Net Income ($ in thousands) | Company Selected Measure: Company EBITDA(7) ($ in thousands) | | 2023 | 7,676,740 | 22,125,998 | 2,351,205 | 5,114,584 | 466.08 | 200.45 | 428.06 | 483,656 | 756,697 | | 2022(5) | 6,277,015 | 7,115,922 | 2,133,251 | 2,349,538 | 225.54 | 132.74 | 214.36 | 857,117 | 1,257,564 | | 2021 | 5,398,488 | 10,758,126 | 1,393,955 | 2,774,885 | 222.15 | 158.74 | 274.67 | 710,330 | 1,052,470 | | 2020 | 5,033,970 | 7,581,576 | 1,741,787 | 2,496,593 | 137.01 | 127.17 | 135.97 | 247,623 | 435,555 |
Pay Versus Performance
(1) Mr. Jorgensen was the CEO (PEO) for all four fiscal years. (2) The Non-PEO NEOs for whom the average compensation is presented in this table are for fiscal 2023, Messrs. Hibbs, Brown, and Strom, and Ms. Twedt; for fiscal 2022, Messrs. Hibbs, Brown, and Strom, and Ms. Twedt; for fiscal 2021, Messrs. Hibbs, Rancourt, Brown, and Strom, and Ms. Twedt; and for fiscal 2020, Messrs. Corrick, Rancourt, Brown, and Stokes, and Ms. Twedt. (3) The amounts shown in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEO and the Non-PEO NEOs. These amounts reflect the “Total” column of the “Summary Compensation Table” for the applicable fiscal year with certain adjustments as described in footnote 4. (4) “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns reflects the deductions and adjustments of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Deduction to Stock Awards” column are the amounts from the “Stock Awards” column below set forth in the “Summary Compensation Table”. Amounts in the “Deduction to Change in Pension Value” column reflect the change in pension value included in the “Change in Pension Value/Nonqualified Deferred Compensation Earnings” column reported in the “Summary Compensation Table”. Amounts in the “Adjustment to Pension Service Cost” column are based on the service cost for services rendered during the listed year. (5) The peer group used for this total shareholder return (TSR) calculation is comprised of the S&P 600 Building Products Index. This is the same peer group as reported in the Company’s Form 10-K for 2023. The peer group TSR is weighted according to the index’s stock market capitalization on December 31, 2019. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the index, respectively, and assumes dividends were reinvested in the Company’s stock. Historical stock performance is not necessarily indicative of future stock performance. Beginning in 2023, the Company transitioned to the S&P 600 Building Products Index as the peer group for the TSR calculation. This change in peer group was to better reflect the industry in which we compete, as the S&P 600 Building Products Index represents small capitalization building products industry performance. (6) The peer group used for this TSR calculation and used in the pay versus performance table in 2022 is comprised of the four companies listed in the table below. This is the same peer group as reported in the Company’s Form 10-K for 2020, 2021, and 2022. During 2021, Norbord Inc. was removed from the peer group upon being acquired by West Fraser Timber Co. Ltd. The peer group companies have remained otherwise unchanged during these three fiscal years. The peer group TSR is weighted according to the respective peer companies’ stock market capitalization on December 31, 2019. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the peers, respectively. Historical stock performance is not necessarily indicative of future stock performance. EBITDA is calculated as set forth on page 39 of the proxy statement.
Pay Versus Performance
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Compensation Actually Paid
Compensation Actually Paid Compensation Actually Paid reflects the exclusions and inclusions for the PEO and the Non-PEO NEOs set forth below.
Compensation Actually Paid
| Year | Summary Compensation Table Total for PEO ($) | Deduction to Change in Pension Value ($) | Deduction to Stock Awards ($) | Adjustment to Pension Service Cost ($) | Adjustment to Equity Values ($) | Compensation Actually Paid to PEO ($) | | 2023 | 7,676,740 | — | (3,700,003) | — | 18,149,261 | 22,125,998 | | 2022 | 6,277,015 | — | (2,799,958) | — | 3,638,865 | 7,115,922 | | 2021 | 5,398,488 | — | (2,214,964) | — | 7,574,602 | 10,758,126 | | 2020 | 5,033,970 | — | (2,214,994) | — | 4,762,599 | 7,581,576 |
Compensation Actually Paid
| Year | Summary Compensation Table Total for Non-PEO NEOs ($) | Deduction to Change in Pension Value ($) | Deduction to Stock Awards ($) | Adjustment to Pension Service Cost ($) | Adjustment to Equity Values ($) | Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,351,205 | — | (817,435) | — | 3,580,814 | 5,114,584 | | 2022 | 2,133,251 | — | (787,523) | — | 1,003,810 | 2,349,538 | | 2021 | 1,393,955 | — | (411,332) | — | 1,792,262 | 2,774,885 | | 2020 | 1,741,787 | (32,870) | (360,010) | — | 1,147,686 | 2,496,593 |
Graphic Depictions of Pay Versus Performance
Graphic Depictions of Pay Versus Performance In addition to the “Pay Versus Performance” table, the following comparisons to provide a graphic depiction that describes the relationship between Compensation Actually Paid and Company performance.
Graphic Depictions of Pay Versus Performance
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Graphic Depictions of Pay Versus Performance
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Graphic Depictions of Pay Versus Performance
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Graphic Depictions of Pay Versus Performance
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Graphic Depictions of Pay Versus Performance
| AUDIT-RELATED MATTERS |
Graphic Depictions of Pay Versus Performance
| | | Our Board recommends shareholders vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2024. |
Graphic Depictions of Pay Versus Performance
The audit committee of our Board is responsible for the engagement of our independent auditor and has appointed KPMG in that capacity for the fiscal year ending December 31, 2024. Although ratification is not required by our bylaws or otherwise, our Board is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm. If the appointment of KPMG is not ratified, the audit committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement, but the audit committee may ultimately decide to continue the engagement of the firm or another audit firm without resubmitting the matter to shareholders. Even if the selection of KPMG is ratified, the audit committee may, in its sole discretion, change the appointment at any time during the year if it determines a change would be in the best interests of the Company and our shareholders. It is expected that one or more representatives of KPMG will be available online at our annual meeting to answer questions. They will also have the opportunity to make a statement if they desire to do so. For information on the services KPMG provided for us in 2023, please refer to the audit committee report at page 61 . Shares will be voted according to shareholder instructions. This proposal is considered a routine matter with respect to which a broker or other nominee can generally vote in their discretion. Therefore, no broker non-votes are expected in connection with this proposal. This proposal requires the affirmative vote of the majority of the votes of the shares present in person or by proxy at the meeting of the shareholders and entitled to vote.
Graphic Depictions of Pay Versus Performance
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