DEF 14A of Boise Cascade Co
Filed Mar 17, 2026 · FY20250001104659-26-029440
Directors
Directors All Directors are standing for election for a one-year term. 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 April 30, 2026 assuming their election or reelection, as applicable, of the Director nominees to the Board:
Directors
| | | | | | Committee Memberships | | | | | Director Name and Occupation | | Age | Director Since | Independent | Audit(1) | Compensation(2) | Corporate Governance and Nominating | Other Current Public Company Boards | | | Steven Cooper Retired Chief Executive Officer, TrueBlue, Inc. | 63 | 2015 | | M | | M | — | | | Craig Dawson President and Chief Executive Officer, Retail Lockbox, Inc. | 64 | 2022 | | M | M | | — | | | Karen Gowland Retired Senior Vice President, General Counsel and Corporate Secretary, Boise Inc. | 67 | 2014 | | | M | C | Packaging Corporation of America | | | Amy Humphreys Chief Executive Officer, Darigold, Inc. | 60 | 2022 | | C | M | | — | | | Nate Jorgensen(3) Retired Chief Executive Officer, Boise Cascade Company | 61 | 2020 | | | | | IDACORP, Inc., and its primary subsidiary Idaho Power Company | | | Kristopher Matula(4) Retired President, Chief Operating Officer, Buckeye Technologies Inc. | 63 | 2014 | | | M | M | — | | | Duane McDougall Retired President and Chief Executive Officer, Willamette Industries, Inc. | 74 | 2013 | | M | | M | — | | | Christopher McGowan General Partner CJM Ventures, LLC/OPTO Holdings, L.P. | 54 | 2013 | | | M | M | — | | | Jeff Strom Chief Executive Officer, Boise Cascade Company | 58 | April 30, 2026 | | | | | — | | | Sue Taylor Retired Chief Information Officer, Bill and Melinda Gates Foundation | 68 | 2019 | | M | C | | — | | Number of Meetings in 2025 | | | Board — 8 | | 4 | 6 | 3 | |
Directors
| C | COMMITTEE CHAIR | M | COMMITTEE MEMBER | | CHAIR OF THE BOARD | | LEAD INDEPENDENT DIRECTOR | | AUDIT COMMITTEE FINANCIAL EXPERT |
Directors
(1) As of April 30, 2026 upon her reelection, Ms. Humphreys will replace Mr. McDougall as the chair of the audit committee. (2) As of April 30, 2026 upon her reelection, Ms. Taylor will replace Mr. Matula as the chair of the compensation committee. (3) As of April 30, 2026 upon his reelection, Mr. Jorgensen will become the Board chair. As of April 30, 2026 upon his reelection, Mr. Matula will become the lead independent director.
Directors
| Proxy Statement Summary | Corporate Governance and Board Matters | Executive Compensation | Audit-Related Matters | Stock Ownership | Information about Our Annual Meeting |
Directors
Directors
Directors
| STEVEN COOPER | | Independent director since 2015 | | Age 63 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 2019; 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
| CRAIG DAWSON | | Independent director since 2022 | | Age 64 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 and a business owner and entrepreneur allows him to provide vision-setting and strategic direction 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
| KAREN GOWLAND | | Independent director since 2014 | | Age 67 Committees(1) ● Compensation ● Corporate Governance and Nominating (Chair) Other Current Public Company Directorships ● Packaging Corporation of America (2024 to present) | 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 general counsel and 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 corporate 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
| AMY HUMPHREYS | | Independent director since 2022 | | Age 60 Committees(1) ● Audit (Chair as of April 30, 2026) ● 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. Darigold, a Pacific Northwest dairy cooperative ● chief executive officer (October 2025 to present) ● chief financial officer (May 2015 to November 2018) Bristol Bay Seafood Investments, LLC, a wholly-owned subsidiary of Bristol Bay Native Corporation ● president and chief executive officer (January 2020 to March 2021) 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 | Board chair as of April 30, 2026 | non-independent director since 2020 | | | Age 61 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 2020 until his retirement in March 2026) ● 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 (2011- 2015) | Qualifications Mr. Jorgensen has over 30 years of industry experience in distribution and manufacturing. His position as our former chief executive officer and industry experience allows him to advise the Board on operational and industry matters affecting the Company. |
Directors
| KRISTOPHER MATULA | | Independent director since 2014 | Lead independent director since 2026 | | Age 63 Committees(1) ● Lead Independent Director (as of April 30, 2026) ● Compensation (Chair until April 30, 2026) ● Corporate Governance and Nominating Other Current Public Company Directorships ● None | Biographical Information Mr. Matula has been a private consultant since 2012. 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): ● 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 74 Committees(1) ● Audit (Chair until April 30, 2026) ● Corporate Governance and 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 2024) ● 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 2013 | | Age 54 Committees(1) ● Compensation ● Corporate Governance and Nominating Other Current Public Company Directorships ● None | Biographical Information CJM Ventures, L.L.C., an investment firm ● 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) Madison Dearborn Partners, L.L.C., a private equity firm ● 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
| Jeff Strom | Chief Executive Officer as of March 3, 2026 | non-independent director since April 30, 2026 | | | Age 58 Committees(1) ● None Other Current Public Company Directorships ● None | Biographical Information Boise Cascade Company ● chief executive officer (March 2026 to present) ● chief operating officer (January 2025 to March 2026) ● executive vice president, BMD segment (March 2021 to January 2025) ● vice president, general manager eastern operations, BMD segment (January 2020 to March 2021) ● joined the company in 2006 | Qualifications Mr. Strom has nearly 35 years of industry experience in distribution and manufacturing. As chief executive officer, he is able to provide valuable insight on the Company, as well as operational and financial information that is critical to Board discussions. |
Directors
| SUE TAYLOR | | Independent director since 2019 | | Age 68 Committees(1) ● Audit ● Compensation (Chair as of April 30, 2026) Other Current Public Company Directorships ● None | Biographical Information The Bill and Melinda Gates Foundation ● 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 (2000 to 2008), 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 ● chief human resource officer (2000 to 2008) where she developed a succession planning process for the executive suite level reviewed annually by the board of directors | 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 April 30, 2026, assuming the Director nominees’ election or reelection, as applicable, to the Board.
2025 Director Compensation Table
2025 Director Compensation Table The following table presents compensation information for each of our non-employee Directors for the year ended December 31, 2025:
2025 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 | 208,750 | 174,978 | — | — | 383,728 | | Steven Cooper | 98,750 | 149,996 | 9,427 | — | 258,173 | | Craig Dawson | 98,750 | 149,996 | — | — | 248,746 | | Karen Gowland | 113,125 | 149,996 | 11,288 | — | 274,409 | | David Hannah | 128,750 | 149,996 | — | — | 278,746 | | Amy Humphreys | 98,750 | 149,996 | — | — | 248,746 | | Kristopher Matula | 121,875 | 149,996 | 18,157 | — | 290,028 | | Duane McDougall | 123,125 | 149,996 | — | — | 273,121 | | Christopher McGowan | 98,750 | 149,996 | — | — | 248,746 | | Sue Taylor | 98,750 | 149,996 | 5,037 | — | 253,783 |
2025 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, 2025, our Board chair, Mr. Carlile, was awarded 1,688 time-vested restricted stock units (RSUs) with a grant date fair value of $174,978. Our other Board members were awarded 1,447 time-vested RSUs with a grant date fair value of $149,996. 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, 2026. The RSUs are the only unvested stock awards held by each Director as of December 31, 2025. (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
| 36 | OUR NAMED EXECUTIVE OFFICERS | | 36 | OUR COMPENSATION OBJECTIVES AND PHILOSOPHY | | 36 | USE OF MARKET DATA TO DETERMINE AMOUNT AND ALLOCATION OF COMPENSATION | | 38 | SUMMARY OF PAY DECISIONS AFFECTING OUR NEOS’ COMPENSATION IN 2025 | | 38 | EXECUTIVE COMPENSATION ELEMENTS | | 39 | ROLE OF MANAGEMENT IN SETTING EXECUTIVE COMPENSATION | | 39 | BASE SALARY | | 40 | SHORT TERM INCENTIVE PLAN | | 40 | 2025 STIP COMPENSATION | | 40 | PROCESS UTILIZED IN SETTING STRATEGIC STIP PERFORMANCE TARGETS |
CD&A CONTENTS
| 42 | 2025 AD HOC DISCRETIONARY BONUS AWARDS | | 42 | LONG TERM INCENTIVE PLAN | | 42 | 2025 LTIP COMPENSATION | | 44 | OTHER COMPENSATION AND BENEFIT PLANS | | 44 | BOISE CASCADE SUPPLEMENTAL PENSION PLAN | | 44 | BOISE CASCADE COMPANY SAVINGS PLAN | | 44 | 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
Use of Market Data to Determine Amount and Allocation of Compensation
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Use of Market Data to Determine Amount and Allocation of Compensation
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 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 qualifications. Since 2011, the compensation committee has periodically retained the services of FW Cook 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. FW Cook conducted a biannual full review of our peer group in 2025 and recommended that our 2025 peer group remove Masonite International Corporation (as it was acquired and no longer discloses compensation data) and add A.O. Smith Corporation, MSC Industrial, and Griffon Corporation to our peer group. The recommended additions were based on an analysis of relative fit from size and business model perspectives, and accounting for the significant and continuing merger and acquisition activity among peers and potential peers. The compensation committee agreed with the recommendation and adopted the following 2025 peer group for 2025 compensation discussions:
Use of Market Data to Determine Amount and Allocation of Compensation
| ● American Woodmark Corporation | ● GMS Inc. (acquired by Home Depot in 2025) | | ● A.O. Smith Corporation | ● Griffon Corporation | | ● Armstrong World Industries | ● JELD-WEN Holding, Inc. | | ● Beacon Roofing Supply, Inc. (acquired by QXO, Inc. in 2025) | ● Louisiana Pacific Corporation | | ● BlueLinx Corporation | ● MSC Industrial | | ● Builders FirstSource, Inc. | ● Quanex Building Products Corporation | | ● Eagle Materials Inc. | ● Simpson Manufacturing Company, Inc. | | ● Gibraltar Industries Corporation | ● UFP Industries, Inc. |
Use of Market Data to Determine Amount and Allocation of Compensation
During 2025, the compensation committee reviewed the officer base salaries, the STIP, the LTIP, FW Cook’s fees, and the proposed peer group for 2025 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
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Summary of Pay Decisions Affecting our NEOs’ Compensation in 2025
Summary of Pay Decisions Affecting our NEOs’ Compensation in 2025 For 2025, 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 three-year performance target based on ROIC with a three-year cliff vest. The achievement for PSUs is measured in three annual sub-periods; the average achievement for the three years included in the performance period will determine the achievement of the performance factor. This approach to PSUs started in 2024 based on discussions during shareholder engagement sessions and aligns with the long-term interests of shareholders. The STIP is an annual cash-based plan with performance goals based on EBITDA(1) and PRONWC (as defined below in footnote 2 in the table under the heading “Process Utilized in Setting Strategic STIP Performance Targets”). (1) 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. 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 pages 47-48 of our 2025 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 2025 to reflect 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 then 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 2025, 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 “2025 Grants of Plan-Based Awards” in this section of this proxy statement.
2025 STIP Compensation
2025 STIP Compensation For 2025, 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.
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 2025 STIP were based on forecasts of 1.35 million U.S. housing
Process Utilized in Setting Strategic STIP Performance Targets
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Process Utilized in Setting Strategic STIP Performance Targets
starts, a primary demand driver in our business. In setting the STIP target in February 2025, the compensation committee evaluated forecasted earnings for 2025, and market and industry conditions including home affordability, the potential impact of tariffs, 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 1.37 million in 2024 and 1.42 million in 2023. In addition, in 2025, the Company expected continued price erosion for our EWP products due to slowing economic activity and decreased demand for new residential construction. The compensation 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 2025 are set forth below. Actual payouts are also shown. No discretion was exercised by the compensation committee in awarding payouts for 2025.
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 | Company EBITDA(1) | 100.0% | 250 | 510 | 815 | 342 | 0.52 | | | Building Material Distribution (BMD) | Company EBITDA | 25.0% | 250 | 510 | 815 | 342 | 0.52 | | | | BMD EBITDA | 37.5% | 145 | 325 | 520 | 281 | 0.82 | | | | BMD PRONWC(2) | 37.5% | 30.0% | 50.0% | 80.0% | 37.7% | 0.54 | | | Wood Products (WP) | Company EBITDA | 25.0% | 250 | 510 | 815 | 342 | 0.52 | | | | WP EBITDA | 75.0% | 145 | 235 | 375 | 104 | 0.00 |
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 | 1,104,846 | 120% | 0.52 | 689,424 | | Jeff Strom(4) | Corporate | 647,500 | 100% | 0.52 | 336,522 | | Kelly Hibbs | Corporate | 602,654 | 80% | 0.52 | 250,704 | | Joanna Barney(4) | BMD | 515,346 | 80% | 0.64 | 254,897 | | Troy Little | WP | 564,423 | 80% | 0.13 | 58,700 |
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 detailed calculation of Adjusted EBITDA. The calculation of EBITDA and Adjusted EBITDA is described on page 38 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 2024 through December 2025. The compensation committee includes PRONWC as a portion of Ms. Barney’s performance criteria because it reflects BMD’s control of working capital, which is a critical financial measure in our distribution business. (3) The STIP target award is applied to the actual base salary earnings for the year and not base salary at year-end. Mr. Strom’s and Ms. Barney’s STIP awards are calculated from both their previous role and current role actual base earnings and target award percent of earnings.
Process Utilized in Setting Strategic STIP Performance Targets
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2025 Ad Hoc Discretionary Bonus Awards
2025 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 2025 to the NEOs.
Long Term Incentive Plan
Long Term Incentive Plan We make grants of RSUs and PSUs under our long- term equity-based award agreements (LTIP), which grants prior to May 1, 2025 were made under the 2016 Omnibus Incentive Plan and grants thereafter were made under the 2025 Omnibus Incentive Plan. Both plans permit grants of stock options, stock appreciation rights (SARs), 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.
2025 LTIP Compensation
2025 LTIP Compensation In February 2025, the compensation committee approved equity grants under the 2016 Omnibus Incentive Plan 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 2025 vest over a three-year period with one-third vesting on March 1 of each of 2026, 2027, and 2028 with share distribution the following trading 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 2025 vest in a single installment on March 1, 2028, with share distribution the following trading day. Vesting of PSUs and RSUs is subject to an officer’s continued employment with the Company, with certain limited exceptions described below. The 2025 LTIP awards were based on the closing market value on February 28, 2025 (the trading day immediately preceding the grant date of March 1, 2025, which was a Saturday) of $103.66 and are as follows:
2025 LTIP Compensation
| Financial Goal PSUs | Threshold 50% of PSUs | Target 100% of PSUs | Maximum 200% of PSUs | | Company ROIC(1) | 7.5% | 12.5% | 24.0% |
2025 LTIP Compensation
| Name | LTIP Target Award Value ($) | 50% of Target Award Value RSUs (#) | 50% of Target Award Value PSUs (#) | | Nate Jorgensen | 5,250,000 | 25,323 | 25,323 | | Jeff Strom | 1,500,000 | 7,235 | 7,235 | | Kelly Hibbs | 1,050,000 | 5,065 | 5,065 | | Joanna Barney | 1,050,000 | 5,065 | 5,065 | | Troy Little | 1,050,000 | 5,065 | 5,065 |
2025 LTIP Compensation
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2025 LTIP Compensation
ROIC is calculated as described on page 9 of this proxy statement. 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. Based on the market conditions and the nature of the products we distribute and manufacture, the compensation committee supports the plan design and believes a three-year performance period better aligns management with the long-term interests of our shareholders. In 2025, the PSUs awarded are earned based on three-year ROIC performance established by the compensation committee and are subject to a three-year cliff vest. Achievement over the three-year performance period is measured in annual sub-periods based on ROIC for 2025, 2026, and 2027. The average achievement for the three years in the performance period will determine the number of earned PSU’s. At average threshold performance, 50% of the target PSUs are earned, and at average 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. 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 is satisfied become vested at that amount. In the event the performance period 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 have 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, the definition of retirement means the NEO’s termination on the earlier of: the calendar year in which the NEO attains age 62 and completion of at least ten years of employment with the Company and its predecessors, or age 65 and completion of at least five years of employment with the Company. This definition applies to LTIP awards granted on or after March 1, 2024. For all outstanding awards granted prior to this date, the definition of retirement remains unchanged from that described in the applicable grant agreement. Beginning in 2024, LTIP grant agreements provide that in the event an NEO continues to serve as or is appointed as a member of the Company’s Board immediately following termination of employment, unvested RSUs and PSUs will continue to vest and become payable as if the NEO remained employed by the Company for as long as the NEO continues to serve as or is appointed as a member of the Company’s Board immediately following termination of employment, unvested RSUs and PSUs will continue to vest and become payable as if the NEO remained employed by the Company for as long as the NEO continues to serve as a member of the Company’s Board. This change was implemented to recognize that as a member of the Company’s Board, former executives will continue to have a role in the success of 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 earned PSUs become vested, with the number of earned PSUs determined based on actual performance for already completed annual sub-periods in the performance period and at target for incomplete annual sub-periods.
2025 LTIP Compensation
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Boise Cascade Company Savings Plan
Boise Cascade Company Savings Plan The Company maintains a 401(k) defined- contribution savings plan for U.S. 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, we have generally provided company contributions to the savings plans. For salaried employees and employees not covered by a collective bargaining agreement who are paid on an hourly basis that are not in an hourly production position within the Wood Products segment, for each pay period we contribute 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 2025, the compensation committee and the Board set an Adjusted EBITDA minimum performance threshold of $200 million and maximum of $450 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 2025, the Company’s Adjusted EBITDA performance was $342.2 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 “2025 Nonqualified Deferred Compensation” table.
Nonqualified Deferred Compensation Plan
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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 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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents compensation information for our NEOs for 2025, 2024 and 2023, as applicable, with positions listed those held by the NEOs as of December 31, 2025:
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2)(7) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value/ Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Nate Jorgensen Chief Executive Officer & Director | 2025 | 1,104,846 | 5,249,964 | 689,424 | 26,891 | 165,153 | 7,236,278 | | | 2024 | 1,056,731 | 5,000,124 | 1,179,312 | 18,736 | 254,246 | 7,509,149 | | | 2023 | 1,007,692 | 3,700,003 | 2,720,769 | 13,955 | 234,321 | 7,676,740 | | Jeff Strom Chief Operating Officer | 2025 | 647,500 | 1,499,960 | 336,522 | 19,840 | 81,325 | 2,585,147 | | | 2024 | 559,923 | 1,000,080 | 470,335 | 13,965 | 111,533 | 2,155,836 | | | 2023 | 510,092 | 879,936 | 881,440 | 11,730 | 109,826 | 2,393,024 | | Kelly Hibbs SVP, Chief Financial Officer, and Treasurer | 2025 | 602,654 | 1,050,076 | 250,704 | 24,161 | 74,488 | 2,002,083 | | | 2024 | 563,740 | 1,000,080 | 419,423 | 22,968 | 121,946 | 2,128,157 | | | 2023 | 523,154 | 879,936 | 941,677 | 24,000 | 112,757 | 2,481,524 | | Joanna Barney(6) EVP, Building Materials Distribution | 2025 | 515,346 | 1,050,076 | 254,897 | 9,702 | 52,337 | 1,882,358 | | Troy Little EVP, Wood Products | 2025 | 564,423 | 1,050,076 | 58,700 | 17,067 | 66,142 | 1,756,408 | | | 2024 | 513,731 | 1,000,080 | 340,755 | 11,716 | 62,914 | 1,929,196 |
2025 Summary Compensation Table
(1) Includes amounts deferred under our savings plan and our deferred compensation plan. See “Boise Cascade Company Savings Plan” and “Nonqualified 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 2023, 2024, and 2025 computed in accordance with FASB ASC Topic 718, in each case based on the closing market price of our common stock on the grant date (or, if not a trading day, on the immediately preceding date). The grant date fair value of the 2023 RSU awards is $69.33, for the 2024 RSU awards is $137.79, and for the 2025 RSU is $103.66. 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. Strom — $879,936; Mr. Hibbs — $879,936; Ms. Barney $310,044; and Mr. Little — $310,044. For more information on the 2025 PSUs see footnote 7. (3) Represents total payment of awards under our STIP for each year reported. The specific financial goals and performance objectives at corporate and business unit levels of the STIP for 2025 are described under “Short Term Incentive Plan” in the “CD&A” in this proxy statement. The amounts reported in this column include amounts deferred under our savings plan and our deferred compensation plan. (4) Amounts disclosed in this column reflect the above-market portion of the interest earned on deferred compensation for our NEOs. Pension benefits for officers have been frozen since December 31, 2009, and no additional benefits are being earned. For more information concerning the pension plans and deferred compensation plans in which our NEOs participate, see “Boise Cascade Supplemental Pension Plan” and “Nonqualified Deferred Compensation Plan” under “Other Compensation and Benefit Plans” in the CD&A in this proxy statement.
2025 Summary Compensation Table
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2025 Summary Compensation Table
Amounts disclosed in this column include the following:
2025 Summary Compensation Table
| Officer | Year | Company Contributions to Savings Plans(a) ($) | Company-Paid Portion of Executive Officer Life Insurance(b) ($) | Other ($) | Total ($) | | Nate Jorgensen | 2025 | 163,089 | 2,064 | — | 165,153 | | Jeff Strom | 2025 | 79,813 | 1,512 | — | 81,325 | | Kelly Hibbs | 2025 | 72,976 | 1,512 | — | 74,488 | | Joanna Barney | 2025 | 51,305 | 1,032 | — | 52,337 | | Troy Little | 2025 | 64,630 | 1,512 | — | 66,142 |
2025 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. (6) Ms. Barney became an NEO in 2025. (7) The 2025 PSUs are based on a three-year performance period with the average performance of the three years determining the overall performance multiplier for 2025. The following table shows a maximum possible performance metric of 2.00 times target for 2025.
2025 Summary Compensation Table
| Officer | Year | Maximum Performance Multiplier | Maximum 2025 PSUs | Total Value Based on Grant Date Fair Value of $103.66 ($) | | Nate Jorgensen | 2025 | 2.00 | 50,646 | 5,249,964 | | Jeff Strom | 2025 | 2.00 | 14,470 | 1,499,960 | | Kelly Hibbs | 2025 | 2.00 | 10,130 | 1,050,076 | | Joanna Barney | 2025 | 2.00 | 10,130 | 1,050,076 | | Troy Little | 2025 | 2.00 | 10,130 | 1,050,076 |
2025 Summary Compensation Table
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2025 Grants of Plan-Based Awards
2025 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 2025 under our STIP and LTIP.
2025 Grants of Plan-Based Awards
| Name | Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts 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) | | 331,454 | 1,325,815 | 2,983,085 | | | | | | | | Equity Award – PSUs(2) | 3/1/2025 | | | | 12,662 | 25,323 | 50,646 | | 2,624,982 | | | Equity Award – RSUs | 3/1/2025 | | | | | | | 25,323 | 2,624,982 | | Jeff Strom | Non-Equity Award(1) | | 161,875 | 647,500 | 1,456,875 | | | | | | | | Equity Award – PSUs(2) | 3/1/2025 | | | | 3,618 | 7,235 | 14,470 | | 749,980 | | | Equity Award – RSUs | 3/1/2025 | | | | | | | 7,235 | 749,980 | | Kelly Hibbs | Non-Equity Award(1) | | 120,531 | 482,123 | 1,084,777 | | | | | | | | Equity Award – PSUs(2) | 3/1/2025 | | | | 2,533 | 5,065 | 10,130 | | 525,038 | | | Equity Award – RSUs | 3/1/2025 | | | | | | | 5,065 | 525,038 | | Joanna Barney | Non-Equity Award(1) | | 103,069 | 412,277 | 927,623 | | | | | | | | Equity Award – PSUs(2) | 3/1/2025 | | | | 2,533 | 5,065 | 10,130 | | 525,038 | | | Equity Award – RSUs | 3/1/2025 | | | | | | | 5,065 | 525,038 | | Troy Little | Non-Equity Award(1) | | 112,885 | 451,538 | 1,015,962 | | | | | | | | Equity Award – PSUs(2) | 3/1/2025 | | | | 2,533 | 5,065 | 10,130 | | 525,038 | | | Equity Award – RSUs | 3/1/2025 | | | | | | | 5,065 | 525,038 |
2025 Grants of Plan-Based Awards
(1) Reflects the potential threshold, target, and maximum incentive awards for the NEOs for 2025 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 2025 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 2026 calculated based on the actual salary earned in 2025. (2) Reflects the potential threshold, target, and maximum incentive awards for the NEOS for 2025 PSUs under the 2016 Omnibus Incentive Plan. The 2025 PSUs will be earned and vested on March 1, 2028. For further information on the terms of these incentive awards, refer to “2025 LTIP Compensation” 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 $103.66 per share) at the time of award.
2025 Grants of Plan-Based Awards
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2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End The following table presents information concerning the 2025, 2024, and 2023 awards made to our NEOs under the LTIP that had not vested as of December 31, 2025.
2025 Outstanding Equity Awards at Fiscal Year-End
| | | Stock Awards | | | | | Name | Type of Award | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(4) ($) | Unearned Shares or Units of Stock That Have Not Vested (#) | Market Value of Unearned Shares or Units of Stock That Have Not Vested(4) ($) | | Nate Jorgensen | 2025 Officer PSU(1) | | | 33,680 | 2,478,848 | | | 2025 Officer RSU(2) | 25,323 | 1,863,773 | | — | | | 2024 Officer PSU(3) | | | 20,503 | 1,509,021 | | | 2024 Officer RSU(2) | 12,096 | 890,266 | | — | | | 2023 Officer PSU(3) | 53,368 | 3,927,885 | | — | | | 2023 Officer RSU(2) | 8,894 | 654,598 | | — | | Jeff Strom | 2025 Officer PSU(1) | | | 9,623 | 708,253 | | | 2025 Officer RSU(2) | 7,235 | 532,496 | | — | | | 2024 Officer PSU(3) | | | 4,101 | 301,834 | | | 2024 Officer RSU(2) | 2,419 | 178,038 | | — | | | 2023 Officer PSU(3) | 12,692 | 934,131 | | — | | | 2023 Officer RSU(2) | 2,115 | 155,664 | | — | | Kelly Hibbs | 2025 Officer PSU(1) | | | 6,736 | 495,770 | | | 2025 Officer RSU(2) | 5,065 | 372,784 | | — | | | 2024 Officer PSU(3) | | | 4,101 | 301,834 | | | 2024 Officer RSU(2) | 2,419 | 178,038 | | — | | | 2023 Officer PSU(3) | 12,692 | 934,131 | | — | | | 2023 Officer RSU(2) | 2,115 | 155,664 | | — | | Joanna Barney | 2025 Officer PSU(1) | | | 6,736 | 495,770 | | | 2025 Officer RSU(2) | 5,065 | 372,784 | | — | | | 2024 Officer PSU(3) | | | 2,255 | 165,968 | | | 2024 Officer RSU(2) | 1,330 | 97,888 | | — | | | 2023 Officer PSU(3) | 4,472 | 329,139 | | — | | | 2023 Officer RSU(2) | 745 | 54,832 | | — | | Troy Little | 2025 Officer PSU(1) | | | 6,736 | 495,770 | | | 2025 Officer RSU(2) | 5,065 | 372,784 | | — | | | 2024 Officer PSU(3) | | | 4,101 | 301,834 | | | 2024 Officer RSU(2) | 2,419 | 178,038 | | — | | | 2023 Officer PSU(3) | 4,472 | 329,139 | | — | | | 2023 Officer RSU(2) | 745 | 54,832 | | — |
2025 Outstanding Equity Awards at Fiscal Year-End
(1) On March 1, 2025, our compensation committee awarded our NEOs the 2025 PSUs listed herein which are subject to a three-year performance period and will vest and distribute on March 1, 2028. The 2025 PSUs are calculated using a maximum possible performance multiplier of 1.33 times target. The calculation is based on an actual performance of 0.0 times target in 2025, and 2.0 times target in 2026 and 2027. On March 1, 2025, our compensation committee awarded our NEOs the 2025 RSUs listed herein. One-third vested on March 1, 2026, the second third vests on March 1, 2027, and the final one-third will vest on March 1, 2028. On March 1, 2024, our compensation committee awarded our NEOs the 2024 RSUs. One third of the total RSUs vested on March 1, 2025, the second third vested on March 1, 2026, and the final third will vest on
2025 Outstanding Equity Awards at Fiscal Year-End
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2025 Outstanding Equity Awards at Fiscal Year-End
March 1, 2027. On March 1, 2023, our compensation committee awarded our NEOs the 2023 RSUs. One-third of the total RSUs vested on March 1, 2024, one-third vested on March 1, 2025, and the final one-third vested on March 1, 2026. (3) On February 16, 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, 2025. The 2023 PSUs vested and were distributed on March 1, 2026. On February 15, 2024, our compensation committee awarded our NEOs the 2024 PSUs listed herein which are subject to a three-year performance period and will vest and distribute on March 1, 2027. The 2024 PSUs are calculated using a maximum possible performance multiplier of 1.13 times target. The calculation is based on an actual performance of 1.4 times target in 2024, actual performance of 0.0 times target in 2025, and 2.0 times target in 2026. (4) Market value based on the closing price for Boise Cascade Company stock on December 31, 2025, of $73.60 per share.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table reflects the number of stock awards vested in 2025:
2025 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Nate Jorgensen | — | — | 47,444 | 4,918,045 | | Jeff Strom | — | — | 13,191 | 1,367,379 | | Kelly Hibbs | — | — | 13,191 | 1,367,379 | | Joanna Barney | — | — | 2,495 | 258,632 | | Troy Little | — | — | 2,908 | 301,443 |
2025 Option Exercises and Stock Vested
(1) Calculated using closing price of our common stock on the NYSE for the vest date of March 1, 2025 ($103.66).
2025 Supplemental Pension Benefits
2025 Supplemental Pension Benefits Pension benefits for officers are frozen, and no additional benefits are being earned. The following table reflects the present value of accumulated benefits payable, including the number of years of service credited to each of the officers who are participants in the SUPP under our defined benefit pension plans. For more information concerning our pension plans, see “Boise Cascade Supplemental Pension Plan” in the CD&A in this proxy statement.
2025 Supplemental Pension Benefits
| Officer | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year(3) ($) | | Kelly Hibbs | SUPP | 15 | 12,831 | — | | Troy Little | SUPP | 20 | 14,995 | — |
2025 Supplemental Pension Benefits
(1) These values were calculated using a 4.90% discount rate and the Pri-2012 mortality tables projected forward using MP-2021 on a generational basis.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation Earnings on contributions and preexisting plan balances continued to accrue during 2025 in accordance with the terms of the deferred compensation plan. No withdrawals or distributions were made from the plan by any of our NEOs during 2025. Contributions to the deferred compensation plan received from the Company included a 4% base contribution and applicable discretionary contribution to simulate the base contribution and discretionary contribution to
2025 Nonqualified Deferred Compensation
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2025 Nonqualified Deferred Compensation
eligible participants in the 401(k) plan. Aggregate earnings and year-end plan balances for each of the NEOs who participate in the plan are disclosed in the table below:
2025 Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | Nate Jorgensen | 176,897 | 19,319 | 106,222 | — | 1,582,847 | | Jeff Strom | 170,161 | 14,783 | 79,638 | — | 1,223,499 | | Kelly Hibbs | — | — | 97,859 | — | 1,418,715 | | Joanna Barney | 56,548 | 4,980 | 38,835 | — | 596,499 | | Troy Little | 142,712 | 15,639 | 68,654 | — | 1,047,921 |
2025 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; or ● Death or disability, as applicable. The amounts shown assume that such termination or change in control was effective as of December 31, 2025. 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, 2025 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 2025 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 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 Compensation” and “Agreements with Named Executive Officers” in the CD&A in this proxy statement.
Potential Payments upon Termination or Change in Control
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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) | 2,284,000 | — | — | | | ● STIP (2x target) | 2,740,800 | — | — | | | ● LTIP | — | 10,535,693 | 11,324,391 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 24,968 | — | — | | | TOTAL | 5,049,768 | 10,535,693 | 11,324,391 | | Jeff Strom | ● Base Salary (2x annual base salary) | 1,350,000 | — | — | | | ● STIP (2x target) | 1,350,000 | — | — | | | ● LTIP | — | 2,599,920 | 2,810,416 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 35,030 | — | — | | | TOTAL | 2,735,030 | 2,599,920 | 2,810,416 | | Kelly Hibbs | ● Base Salary (2x annual base salary) | 1,246,000 | — | — | | | ● STIP (2x target) | 996,800 | — | — | | | ● LTIP | — | 2,280,496 | 2,438,221 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 35,030 | — | — | | | TOTAL | 2,277,830 | 2,280,496 | 2,438,221 | | Joanna Barney | ● Base Salary (2x annual base salary) | 1,122,000 | — | — | | | ● STIP (2x target) | 897,600 | — | — | | | ● LTIP | — | 1,374,333 | 1,516,381 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 34,293 | — | — | | | TOTAL | 2,053,893 | 1,374,333 | 1,516,381 | | Troy Little | ● Base Salary (2x annual base salary) | 1,166,000 | — | — | | | ● STIP (2x target) | 932,800 | — | — | | | ● LTIP | — | 1,574,672 | 1,732,397 | | | ● Insurance – healthcare, life, disability, and accident (18 months) | 13,898 | — | — | | | TOTAL | 2,112,698 | 1,574,672 | 1,732,397 |
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 Officers” 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 unearned portions of the 2024 and 2025 PSUs have been calculated with a performance factor of 1.0 times target. 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 and unearned awards presented under the “2025 Outstanding Equity Awards at Fiscal Year-End” table. The unearned portion of the 2024 PSUs have been calculated with a performance factor of 1.13 times target. The performance metric is based on actual 2024 performance of 1.4 times target, actual 2025 performance of 0.0 times target, and assuming 2.0 times target for 2026. The unearned portion of the 2025 PSUs have been calculated with a performance factor of 1.33 times target. The performance metric is based on actual 2025 performance of 0.0 times target and assuming 2.0 times target for 2026 and 2027.
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 CEO total compensation of Nate Jorgensen. For 2025, our last completed fiscal year: ● The annual total compensation of our median employee (excluding our CEO and our employees in Canada) was $64,782; and ● The total compensation of our CEO was $7,236,278 based on the 2025 amounts reflected in the “Summary Compensation Table”. Based on this information, we estimate that the annual total compensation of our CEO was approximately 111.7 times that of our median employee in 2025. We identified our median employee by preparing a list of all our employees (excluding our CEO and our employees in Canada) as of December 31, 2025. We then collected the information necessary to calculate Medicare taxable income for the year ended December 31, 2025, 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, 2025. As of December 31, 2025, we had a total of 7,652 employees, comprised of 7,555 U.S.-based employees, and 97 employees in Canada.
Pay Ratio Disclosure
| Location | # of Employees | % of Total | Total # of Employees | | U.S. | 7,555 | 98.7% | 7,652 | | Canada | 97 | 1.3% | |
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 (2025 Peer Group)(5) ($) | Net Income ($ in thousands) | Company Selected Measure: Company EBITDA(6) ($ in thousands) | | 2025 | 7,236,278 | (2,908,179) | 2,056,499 | 186,236 | 204.18 | 194.02 | 132,836 | 342,179 | | 2024 | 7,509,149 | 8,900,285 | 1,962,791 | 2,200,384 | 447.36 | 225.97 | 376,354 | 632,838 | | 2023(5) | 7,676,740 | 22,125,998 | 2,351,205 | 5,726,467 | 466.08 | 200.45 | 483,656 | 756,697 | | 2022 | 6,277,015 | 7,115,922 | 2,133,251 | 2,349,538 | 225.54 | 132.74 | 857,117 | 1,257,564 | | 2021 | 5,398,488 | 10,758,126 | 1,393,955 | 2,774,885 | 222.15 | 158.74 | 710,330 | 1,052,470 |
Pay Versus Performance
(1) Mr. Jorgensen was the CEO (PEO) for all five fiscal years. (2) The Non-PEO NEOs for whom the average compensation is presented in this table are for fiscal 2025, Messrs. Strom, Hibbs, and Little, and Ms. Barney; for fiscal 2024, Messrs. Hibbs, Little, and Strom, and Ms. Twedt; for fiscal 2023 and 2022, Messrs. Hibbs, Brown, and Strom, and Ms. Twedt and for fiscal 2021, Messrs. Hibbs, Rancourt, Brown, and Strom 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 reflect 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 below are the amounts from the “Stock Awards” column set forth in the “Summary Compensation Table”. Amounts in the “Deduction to Change in Pension Value” column below 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 below 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 2025. The peer group TSR is weighted according to the index’s stock market capitalization on December 31, 2019. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the index, respectively, and assumes dividends were reinvested in the Company’s stock. Historical stock performance is not necessarily indicative of future stock performance. Beginning in 2023, the Company transitioned to the S&P 600 Building Products Index as the peer group for the TSR calculation. This change in peer group was to better reflect the industry in which we compete, as the S&P 600 Building Products Index represents small capitalization building products industry performance. EBITDA is calculated as set forth on page 38 of the proxy statement.
Pay Versus Performance
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Compensation Actually Paid
Compensation Actually Paid Compensation Actually Paid reflects the exclusions and inclusions for the PEO and the Non-PEO NEOs set forth below.
Compensation Actually Paid
| Year | Summary Compensation Table Total for PEO ($) | Deduction to Change in Pension Value ($) | Deduction to Stock Awards ($) | Adjustment to Pension Service Cost ($) | Adjustment to Equity Values ($) | Compensation Actually Paid to PEO ($) | | 2025 | 7,236,278 | — | (5,249,964) | — | (4,894,493) | (2,908,179) | | 2024 | 7,509,149 | — | (5,000,124) | — | 6,391,260 | 8,900,285 | | 2023 | 7,676,740 | — | (3,700,003) | — | 18,149,261 | 22,125,998 | | 2022 | 6,277,015 | — | (2,799,958) | — | 3,638,865 | 7,115,922 | | 2021 | 5,398,488 | — | (2,214,964) | — | 7,574,602 | 10,758,126 |
Compensation Actually Paid
| Year | Summary Compensation Table Total for Non-PEO NEOs ($) | 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 ($) | | 2025 | 2,056,499 | — | (1,162,547) | — | (707,716) | 186,236 | | 2024 | 1,962,791 | — | (922,573) | — | 1,160,166 | 2,200,384 | | 2023 | 2,351,205 | — | (817,435) | — | 4,192,696 | 5,726,467 | | 2022 | 2,133,251 | — | (787,523) | — | 1,003,810 | 2,349,538 | | 2021 | 1,393,955 | — | (411,332) | — | 1,792,262 | 2,774,885 |
Graphic Depictions of Pay Versus Performance
Graphic Depictions of Pay Versus Performance In addition to the “Pay Versus Performance” table, the following comparisons 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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