BOISE CASCADE Co PRE 14A, filed Mar 17, 2020

BOISE CASCADE Co (BCC)

PRE 14A 2020-03-17 For: 2020-05-07

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☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

BOISE CASCADE COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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	(2)	Form, Schedule or Registration Statement No.:
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	(4)	Date Filed:

PROXY STATEMENT SUMMARY	1
PROPOSALS TO BE VOTED ON	5
Proposal No. 1 – Election of Three Class I Directors	5
Proposal No. 2 – Advisory Vote on Frequency of Advisory Vote Regarding Executive Compensation	9
Proposal No. 3 – Advisory Vote to Approve Executive Compensation	10
Proposal No. 4 – Adoption of Amendments to Certificate of Incorporation to Declassify the Board of Directors	10
Proposal No. 5 – Adoption of Amendments to Certificate of Incorporation to Remove Inapplicable Governance Provisions	11
Proposal No. 6 – Ratification of Independent Accountant for the Year Ending December 31, 2020	11
CORPORATE GOVERNANCE	13
Code of Ethics for Our Board of Directors	13
Corporate Governance Guidelines	13
Director Independence	13
Related-Person Transactions	14
Role of Compensation Consultant	14
Role of Board of Directors in Our Risk Management Processes	14
Risk Analysis of Employee Compensation Policies and Practices	15
Director Selection Process	15
Board and Committee Self-Evaluations	17
Board Governance	17
Communications with Our Board of Directors	17
Corporate Responsibility, Human Capital Management, and Environmental Sustainability	17
BOARD STRUCTURE	19
Board Leadership Structure	19
Executive Sessions and Independent Director Sessions	19
2019 Meeting Attendance	19
Board Committees	20
BOARD COMPENSATION	22
2019 Director Compensation Table	22
STOCK OWNERSHIP	23
AUDIT COMMITTEE REPORT	25
EQUITY COMPENSATION PLAN INFORMATION	26
EXECUTIVE COMPENSATION	27
Compensation Committee Report	27
Compensation Discussion and Analysis	27
Summary Compensation Table	36
2019 Grants of Plan-Based Awards	38
2019 Outstanding Equity Awards at Fiscal Year-End	39
2019 Option Exercises and Stock Vested	40
2019 Pension Benefits	40
2019 Nonqualified Deferred Compensation	41
Potential Payments upon Termination or Change in Control	41
INFORMATION ABOUT OUR ANNUAL SHAREHOLDERS’ MEETING AND VOTING	44
APPENDIX A-1	47
APPENDIX A-2	62

Date and Time	Place	Record Date	Admission
May 7, 2020 9:30 a.m.	Hyatt Place Boise 1024 W. Bannock St. Boise, ID 83702	March 9, 2020	Only holders of record of the Company’s common stock as of the record date will be entitled to notice and to vote. A government issued photo ID, and proof of ownership as of the record date are required to attend the meeting.

	Proposal	Board Recommendation	Additional Information Page Reference	Vote Requirement	Broker Discretionary Voting Allowed?	Effect of Abstentions	Effect of Broker Non-Vote
1.	Election of Directors	FOR each nominee	page 5	Majority of votes present and entitled to vote	No	Counted as vote “against”	No effect
2.	Advisory Vote on Frequency of Advisory Vote Regarding Executive Compensation	FOR	page 9	Majority of votes present and entitled to vote	No	Counted as vote “against”	No effect
3.	Advisory Vote to Approve Executive Compensation	FOR	page 10	Majority of votes present and entitled to vote	No	Counted as vote “against”	No effect
4.	Amendments to the Certificate of Incorporation to Declassify Board	FOR	page 10	Two-thirds of all outstanding shares entitled to vote	No	Counted as vote “against”	Counted as vote “against”
5.	Amendments to the Certificate of Incorporation to Remove Inapplicable Governance Provisions	FOR	page 11	Two-thirds of all outstanding shares entitled to vote⁽¹⁾	No	Counted as vote “against”	Counted as vote “against”
6.	Ratification of Independent Registered Public Accounting Firm	FOR	page 11	Majority of votes present and entitled to vote	Yes	Counted as vote “against”	N/A

Director Name and Age	Director Since	Occupation	Independent	Committee Memberships			Other Public Company Boards
Director Name and Age	Director Since	Occupation	Independent	Audit	Compensation	Nominating & Corporate Governance	Other Public Company Boards
Thomas Carlile Age – 68	2013	Retired Chief Executive Officer, Boise Cascade	X				IDACORP, Inc., and its primary subsidiary Idaho Power
Kristopher Matula Age – 57	2014	Retired President and COO, Buckeye Technologies Inc.	X		X	X	None
Duane McDougall Age – 68	2013	Retired President & Chief Executive Officer, Willamette Industries	X	X	X		The Greenbrier Companies, Inc.

Class	Director Members	Term Expiration Date
I	Thomas Carlile	2020 annual shareholders’ meeting
	Kristopher Matula
	Duane McDougall
II	Nate Jorgensen⁽¹⁾	2021 annual shareholders’ meeting
	Richard Fleming
	Mack Hogans
	Christopher McGowan
III	Steven Cooper	2022 annual shareholders’ meeting
	Karen Gowland
	David Hannah
	Sue Taylor

Director Nominees

THOMAS CARLILE Age: 68 Director Since: 2013 Independent Committees: None		Biographical Information: Mr. Carlile has been one of our directors since our initial public offering in February 2013, and was a director of our former parent company, Boise Cascade Holdings, L.L.C., from 2009-2013. Before his retirement in 2015, Mr. Carlile served as the Company’s chief executive officer from 2009 to 2015, and as a director of Boise Cascade Holdings, L.L.C. from August 2009 until its dissolution in September 2014. He became a Boise Cascade Company director in February 2013, in connection with our initial public offering, and board chair in March 2015. Mr. Carlile previously served as our executive vice president and chief financial officer from February 2008 to August 2009, following the divestiture of our paper and packaging businesses. From October 2004 to January 2008, he served as our senior vice president and chief financial officer. Mr. Carlile is a current director of IDACORP, Inc. (2014 to present), and its primary subsidiary Idaho Power Company (2014 to present).

	Qualifications: Mr. Carlile’s position as our former chief executive officer with 42 years experience with the Company and its predecessors allows him to advise the board of directors on operational and industry matters affecting the Company.


KRISTOPHER MATULA Age: 57 Director Since: 2014 Independent Committees: Compensation Corp. Governance & Nominating		Biographical Information: Mr. Matula is currently a private consultant. Mr. Matula retired from Buckeye Technologies Inc. in 2012, where he served as president, chief operating officer, and a director. Buckeye, a publicly traded producer of cellulose-based specialty products, was acquired by Georgia-Pacific in 2013. During his career at Buckeye, Mr. Matula also served as chief financial officer and head of Buckeye’s nonwovens business. Prior to joining Buckeye in 1994, Mr. Matula was employed by Procter & Gamble Company.

	Qualifications: Mr. Matula’s experience as president, chief operating officer, and director provides 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 of directors.


DUANE MCDOUGALL Age: 68 Director Since: 2013 Independent Committees: Audit Compensation		Biographical Information: Mr. McDougall was the board chair of Boise Cascade Holdings, L.L.C. from December 2008 until 2013, and also was a director of Boise Cascade Holdings, L.L.C. from 2005 to 2008. He became a Boise Cascade Company director and board chair in February 2013 in connection with our initial public offering. Mr. McDougall also served as an interim chief executive officer of Boise Cascade, L.L.C. from December 2008 to August 2009. Prior to joining our company, Mr. McDougall was president and chief executive officer of Willamette Industries, an international paper and forest products company, until its sale in 2002. During his 23-year career with Willamette, Mr. McDougall held numerous operating and finance positions with increasing responsibilities before becoming president and chief executive officer. Mr. McDougall is a current director of The Greenbrier Companies, Inc. (2003 to present), and StanCorp Financial Group, Inc. (2009 to present; publicly traded until 2016).

	Qualifications: Mr. McDougall’s experience as a chief executive officer of a major forest products company provides our board of directors with valuable insight on operational and industry issues. He also provides strong accounting and financial expertise to our board.

Directors Continuing in Office
Class II

RICHARD FLEMING Age: 72 Director Since: 2013 Independent Committees: Audit		Biographical Information: Mr. Fleming was the executive vice president and chief financial officer of USG Corporation from 1999 until his retirement in 2012. USG is a manufacturer of high performance building systems for the construction and remodeling industries. Prior to joining USG, Mr. Fleming was employed by Masonite Corporation, which was acquired by USG in 1984. During his 39-year career with Masonite and USG, Mr. Fleming held various operating and finance positions and was USG’s chief financial officer for approximately 18 years. Mr. Fleming is the board chair of Columbus McKinnon Corporation (director: 1999 to present), and he also assumed the role of Interim CEO on January 10, 2020, until a new Chief Executive Officer is hired.

	Qualifications: Mr. Fleming provides strong financial skills to our board of directors, and has relevant industry experience.


MACK HOGANS Age: 71 Director Since: 2014 Independent Committees: Corp. Governance & Nominating		Biographical Information: Mr. Hogans currently serves as lead independent director. Mr. Hogans was senior vice president of corporate affairs with Weyerhaeuser Company, a New York Stock Exchange-listed timberlands and wood products company, until his retirement in 2004. Mr. Hogans currently operates a consulting services business. Prior to joining Weyerhaeuser in 1979, Mr. Hogans was employed by the U.S. Forest Service, Maryland National Capital Parks & Planning Commission, and the National Park Service.

	Qualifications: Mr. Hogans has relevant industry experience and provides strong corporate governance and compliance skills to our board of directors.


NATE JORGENSEN Age: 55 Director Since: 2020 Non-Independent Committees: None		Biographical Information: On March 6, 2020, Mr. Jorgensen filled the board seat vacated by Tom Corrick on March 6, 2020, and is not an independent director. He has served as our chief executive officer since March 6, 2020. He serves on no committees. Prior to his position as CEO, he served in various roles, including chief operating officer, and senior vice president of engineered wood products in our Wood Products segment. Prior to joining Boise Cascade in 2015, Mr. Jorgensen was employed with Weyerhaeuser Company, a NYSE-listed timberlands and wood products company, as Vice President of Distribution.

	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.

CHRISTOPHER MCGOWAN Age: 48 Director Since: 2013 Independent Committees: Audit		Biographical Information: Mr. McGowan currently serves as the chair of our audit committee. He became a Boise Cascade Company director in February 2013 in connection with our initial public offering. Prior to February 2013, he was a director of our former parent company, Boise Cascade Holdings, L.L.C., from 2004 to 2013. In August 2014, he became a general partner of CJMV-GMC-AHSS, L.P. (d/b/a Autism Home Support Services, Inc.), a provider of therapy and counseling services for children with autism. In 2012, Mr. McGowan began teaching at The University of Chicago Booth School of Business and currently serves as an Adjunct Professor, Investor in Residence, and Faculty Adviser. In September 2011, he became a general partner of CJM Ventures, L.L.C. and OPTO Holdings, L.P. (d/b/a/ OPTO International, Inc.). From 1999 until 2011, he was employed by Madison Dearborn Partners, L.L.C. and served as a managing director concentrating on investments in the basic industries sector. Prior to joining Madison Dearborn, Mr. McGowan was with AEA Investors, Inc. and Morgan Stanley & Co. Incorporated. Mr. McGowan is a current director of Cedar Capital, LLC, a registered investment adviser that operates registered investment companies (2012 to present).

	Qualifications: Mr. McGowan provides strong financial and governance skills to our board of directors.

Class III
STEVEN COOPER Age: 57 Director Since: 2015 Independent Committees: Audit		Biographical Information: Mr. Cooper is currently the board chair and retired chief executive officer of TrueBlue, Inc., a New York Stock Exchange-listed industrial staffing company based in Tacoma, Washington. Prior to joining TrueBlue in 1999, Mr. Cooper held various professional positions at Arthur Andersen, Albertsons, and Deloitte.

	Qualifications: Mr. Cooper’s experience as a chief executive officer and, as a director, provides 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.


KAREN GOWLAND Age: 61 Director Since: 2014 Independent Committees: Compensation Corp. Governance & Nominating		Biographical Information: Ms. Gowland currently serves as the chair of the compensation committee. Before her retirement in March 2014, Ms. Gowland was the senior vice president, general counsel and corporate secretary for Boise Inc. from August 2010 until its acquisition by Packaging Corporation of America in late 2013. Boise Inc. was a manufacturer of packaging and paper products. From February 2008 to July 2010, she served as Boise Inc.’s vice president, general counsel and secretary. From October 2004 to February 2008, Ms. Gowland served as vice president, general counsel and corporate secretary of Boise Cascade, L.L.C. 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.

	Qualifications: Ms. Gowland has relevant industry and company experience and provides strong corporate governance and compliance skills to our board of directors.

DAVID HANNAH Age: 68 Director Since: 2014 Independent Committees: Compensation Corp. Governance & Nominating		Biographical Information: Mr. Hannah is currently a director and formerly the chief executive officer and executive chair of Reliance Steel & Aluminum Co., a New York Stock Exchange listed operator of metals service centers. Prior to joining Reliance in 1981, Mr. Hannah held various professional positions at Ernst & Whinney, a predecessor firm to Ernst & Young, LLP. Mr. Hannah is a certified public accountant.

	Qualifications: Mr. Hannah’s experience as a chief executive officer of a major distribution company provides valuable insight on operational and industry issues. He also provides strong accounting and financial expertise to our board.

SUE TAYLOR Age: 62 Director Since: 2019 Independent Committees: Audit		Biographical Information: Ms. Taylor is currently the chief information officer for the Bill and Melinda Gates Foundation in Seattle, Washington. Prior to joining the foundation in 2016, Ms. Taylor was vice president of Applications and Project Management Office at Honeywell Automation and Control Solutions, where she delivered global integrated system platforms. Prior to joining Honeywell in 2014, she served as chief information officer at Intermec, where she led the company’s IT and enterprise business analytics 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 provides 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.

Committee Members ⁽¹⁾	2019 Committee Meeting Attendance ⁽²⁾
Christopher McGowan, committee chair ⁽³⁾	100%
Steven Cooper ⁽³⁾	100%
Richard Fleming ⁽³⁾	100%
Duane McDougall ⁽³⁾	100%
Sue Taylor	—⁽⁴⁾

Committee Members ⁽¹⁾	2019 Committee Meeting Attendance Rate ⁽²⁾
Karen Gowland, committee chair	100%
David Hannah	100%
Kristopher Matula	100%
Duane McDougall	100%

Committee Members ⁽¹⁾	2019 Committee Meeting Attendance Rate ⁽²⁾
Mack Hogans, committee chair	100%
Karen Gowland	100%
David Hannah	100%
Kristopher Matula	100%

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Change in Pension Value / and Nonqualified Deferred Compensation Earnings ($)⁽³⁾	Total ($)
Thomas Carlile	190,000	134,989	—	324,989
Steven Cooper	90,000	109,990	6,342	206,332
Richard Fleming	90,000	109,990	—	199,990
Karen Gowland	105,000	109,990	3,866	218,856
David Hannah	90,000	109,990	—	199,990
Mack Hogans	125,000	109,990	—	234,990
Kristopher Matula	90,000	109,990	6,748	206,738
Duane McDougall	90,000	109,990	—	199,990
Christopher McGowan	110,000	109,990	—	219,990
Sue Taylor⁽⁴⁾	15,534	34,963	—	50,497

Director Fees	Effective 2020 ($)	Effective 2019 ($)
Director Fees (Annual)
Cash Retainer	90,000	90,000
Equity Award	110,000	110,000
Committee Chair Fees (Annual)
Audit	20,000	20,000
Compensation	15,000	15,000
Corporate Governance
and Nominating	10,000	10,000
Lead Independent Director	25,000	25,000
Chairman (Annual)
Additional Cash Retainer	100,000	100,000
Additional Equity Award	25,000	25,000

	Amount and Nature of Beneficial Ownership
Name of Beneficial Owner	Column A Shares Owned as of 3/9/2020 (#)⁽¹⁾	Column B Right to Acquire Within 60 Days of 3/9/2020 (#)⁽¹⁾	Column C Percent of Class (%)⁽²⁾
Persons Owning Greater Than 5% of Our Outstanding Common Stock
BlackRock, Inc. ⁽³⁾	7,088,505	—	18.0%
The Vanguard Group ⁽⁴⁾	4,491,585	—	11.4%
Dimensional Fund Advisors LP ⁽⁵⁾	3,213,797	—	8.2%
Macquarie Bank Limited ⁽⁶⁾	2,071,257	—	5.3%
Nonemployee Directors
Thomas Carlile	55,195	9,847⁽⁷⁾	*
Steven Cooper	9,149	7,647⁽⁸⁾	*
Richard Fleming	14,149	12,309⁽⁹⁾	*
Karen Gowland	9,149	10,286⁽⁸⁾	*
David Hannah	9,149	8,479⁽⁸⁾	*
Mack Hogans	9,224	9,187⁽⁸⁾	*
Kristopher Matula	14,049	9,187⁽⁸⁾	*
Duane McDougall	14,149	12,309⁽⁹⁾	*
Christopher McGowan	31,362	12,309⁽⁹⁾	*
Sue Taylor	1,186	—	*
Named Executive Officers
Thomas Corrick	150,999	—	*
Nate Jorgensen	16,810	—	*
Wayne Rancourt	47,148	—	*
Nick Stokes	39,232	—	*
Mike Brown	14,070	—	*
All Directors and Executive Officers as a Group (17 Persons)	470,006	91,560	1.4%

	2019	2018
	($)	($)

Audit Fees⁽¹⁾	2,131,000	2,162,138
Audit-Related Fees⁽²⁾	9,500	9,500
Tax Fees⁽³⁾	7,500	35,176
All Other Fees
Total	2,148,000	2,206,814

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by shareholders	582,645⁽¹⁾	27.19⁽²⁾	2,534,800⁽³⁾
Equity compensation plans not approved by shareholders	—	—	—
Total	582,645	27.19	2,534,800

American Woodwork	Gibraltar Industries Corporation
Armstrong World Industries	Louisiana Pacific Corporation
Beacon Roofing Supply, Inc.	Masonite International Corporation
BlueLinx Corporation	Quanex Building Products Corporation
BMC Stock Holdings	Simpson Manufacturing Company, Inc.
Builders FirstSource, Inc.	Universal Forest Products, Inc.
Eagle Materials Inc.	USG Corporation
Foundation Building Materials

	●	Base salary;
	●	Short Term Incentive Plan (STIP);
	●	Long Term Incentive Plan (LTIP); and
	●	Other compensation and benefit plans.

Name	Annual Salary Effective November 2018 ($)	Annual Salary Effective November 2019 ($)	Change %
Thomas Corrick	890,000	945,000	6.18%
Wayne Rancourt	522,000	542,700	3.97%
Nate Jorgensen⁽¹⁾⁽²⁾	-	510,600	-
Nick Stokes	505,000	522,600	3.49%
Mike Brown⁽²⁾	-	418,400	-

			Performance ($ in millions, except PRONWC)
Business Role	Financial Measure(s)⁽¹⁾	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	100.0%	124	214	309	215.9	1.03
	Corporate EBITDA	25.0%	124	214	309	215.9	1.03
Building Material Distribution (BMD)	BMD EBITDA	37.5%	90	135	180	137.0	1.06
	BMD PRONWC⁽²⁾	37.5%	19.8%	32.5%	45.2%	36.8%	1.41
Wood Products (WP)	Corporate EBITDA	25.0%	124	214	309	215.9	1.03
	WP EBITDA	75.0%	49	109	169	111.9	1.06

Name	Business Role	Actual Base Earnings⁽³⁾ ($)	Target Award % of Earnings	Award Payout Multiple	STI Payout ($)
Thomas Corrick	Corporate	896,346	100%	1.03	923,237
Wayne Rancourt	Corporate	524,388	80%	1.03	432,096
Nate Jorgensen	Corporate	466,846	75%	1.03	358,201
Nick Stokes	BMD	507,031	80%	1.18	478,637
Mike Brown	WP	387,277	75%	1.05	302,356

	(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 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. Please refer to our 2019 Annual Report, Item 6. Selected Financial Data.

	(2)	Pre-tax Return on Net Working Capital (PRONWC) is calculated based on GAAP amounts by dividing Building Materials Distribution’s (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 2018 through December 2019. The compensation committee includes PRONWC as a portion of Mr. Stokes’ 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.

Financial Goal PSUs	Threshold 50% of PSUs	Target 100% of PSUs	Maximum 200% of PSUs	2019 Financial Goal Achievement	LTI PSU Award Multiple
Corporate ROIC	3.8%	8.6%	13.7%	7.90%	0.93
Name	LTIP Target Award Value ($)	50% of Target Award Value RSUs (#)	50% of Target Award Value PSUs (#)	2019 LTIP PSU Award Multiple	Adjusted PSUs with Performance Multiple ⁽¹⁾
Thomas Corrick	1,780,000	30,190	30,190	0.93	28,077
Wayne Rancourt	500,000	8,480	8,480	0.93	7,886
Nate Jorgensen	500,000	8,480	8,480	0.93	7,886
Nick Stokes	500,000	8,480	8,480	0.93	7,886
Mike Brown	450,000	7,632	7,632	0.93	7,098

Corrick:	August, 2016
Rancourt:	August, 2016
Jorgensen:	February, 2019
Stokes:	August, 2016
Brown:	February, 2019

Officer Name and Principal Position	Year	Salary⁽¹⁾ ($)	Stock Awards⁽³⁾ ($)	Non-Equity Incentive Plan Compensation⁽⁴⁾ ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁵⁾ ($)	All Other Compensation⁽⁶⁾ ($)	Total ($)
	2019	896,346	1,780,002	923,237	193,963	144,399	3,937,947
Thomas Corrick CEO & Director	2018	854,615	1,699,958	1,076,815	51,678	177,433	3,860,499
	2017	819,038	1,821,277	1,318,652	78,586	109,364	4,146,917
Wayne Rancourt EVP, Chief Financial Officer, and Treasurer	2019	524,388	1,023,380	432,096	264,720	579,401	2,823,985
	2018	499,885	499,983	503,884	5,596	90,327	1,599,675
	2017	481,962	528,746	581,969	145,909	58,072	1,796,658
Nate Jorgensen⁽⁷⁾ COO	2019	466,846	499,980	358,201	—	45,905	1,370,932
Nick Stokes EVP, Building Materials Distribution	2019	507,031	499,980	478,637	239,465	78,159	1,803,272
	2018	482,885	499,983	355,403	4,742	108,640	1,451,653
	2017	462,308	587,499	702,708	121,674	77,323	1,951,512
Mike Brown⁽⁷⁾ EVP, Wood Products	2019	387,277	449,982	302,356	52,581	49,755	1,241,951

		Change in Pension Value^(a)	Nonqualified Deferred Compensation Earnings^(b)
Officer	Year	($)	($)	Total
	2019	132,791	61,172	193,963
Thomas Corrick	2018	-166,070	51,678	-114,392
	2017	44,244	34,342	78,586
	2019	249,305	15,415	264,720
Wayne Rancourt	2018	-99,759	5,596	-94,163
	2017	140,314	5,595	145,909
	2019	234,686	4,779	239,465
Nick Stokes	2018	-164,527	4,742	-159,785
	2017	116,932	4,742	121,674
Mike Brown	2019	44,913	7,668	52,581

	(a)	Pension benefits for officers have been frozen since December 31, 2009, and no additional benefits are being earned. The changes reported in this column reflect the changes in actuarial assumptions that increase or decrease the present value of the named executive officers’ benefits under all pension plans established by the Company using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Years with decreases in the present value of pension amounts are treated as $0, such that only the nonqualified deferred compensation earnings appear in the Summary Compensation Table.

	(b)	The amounts reported in this column reflect the above-market portion of the interest earned on deferred compensation for our named executive officers.

		Company Contributions to Savings Plans^(a)	Company-Paid Portion of Executive Officer Life Insurance^(b)	Perquisites	Other^(c)	Total
Officer	Year	($)	($)	($)	($)	($)
Thomas Corrick	2019	139,897	1,974	2,528		144,399
Wayne Rancourt	2019	72,905	1,422	5,074	500,000	579,401
Nate Jorgensen	2019	40,850	1,422	3,633		45,905
Nick Stokes	2019	61,146	10,369	6,644		78,159
Mike Brown	2019	46,543	1,422	1,790		49,755

	(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 named executive officer as taxable cash compensation.

	(b)	See “Salaried Employee Life Insurance Plan and Officers’ Supplemental Life Plan” under “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.

	(c)	Represents the special deferred compensation award credited to Mr. Rancourt’s account under the Deferred Compensation Plan, which amount is conditional on his employment until December 31, 2020.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payout Units Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares of Stock	Grant Date Fair Value of Stock
Name Award	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	or Units (#)	Awards⁽³⁾ ($)
Thomas Corrick
Non-Equity Award⁽¹⁾		224,087	896,346	2,016,779
Equity Award - PSUs⁽²⁾	2/22/19				15,095	30,190	60,380		890,001
Equity Award - RSUs	2/22/19							30,190	890,001
Wayne Rancourt
Non-Equity Award⁽¹⁾		104,878	419,511	943,900
Equity Award - PSUs⁽²⁾	2/22/19				4,240	8,480	16,960		249,990
Equity Award - RSUs	2/22/19							8,480	249,990
Equity Award - Special⁽⁴⁾	1/18/19							20,000	523,400
Nate Jorgensen
Non-Equity Award⁽¹⁾		86,909	347,635	782,179
Equity Award - PSUs⁽²⁾	2/22/19				4,240	8,480	16,960		249,990
Equity Award - RSUs	2/22/19							8,480	249,990
Nick Stokes
Non-Equity Award⁽¹⁾		101,406	405,625	912,656
Equity Award - PSUs⁽²⁾	2/22/19				4,240	8,480	16,960		249,990
Equity Award - RSUs	2/22/19							8,480	249,990
Mike Brown
Non-Equity Award⁽¹⁾		71,990	287,958	647,906
Equity Award - PSUs⁽²⁾	2/22/19				3,816	7,632	15,264		224,991
Equity Award - RSUs	2/22/19							7,632	224,991

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 ⁽¹⁾
Name Type of Award	(#)	($)
Thomas Corrick
2019 PSU⁽²⁾	28,077	1,025,653
2019 RSU⁽³⁾	30,190	1,102,841
2018 PSU⁽⁴⁾	16,585	605,850
2018 RSU⁽³⁾	13,162	480,808
2017 PSU⁽⁵⁾	38,679	1,412,944
2017 RSU⁽³⁾	9,550	348,862
Wayne Rancourt
2019 PSU⁽²⁾	7,886	288,076
2019 RSU⁽³⁾	8,480	309,774
2019 Special RSU⁽⁶⁾	20,000	730,600
2018 PSU⁽⁴⁾	4,878	178,193
2018 RSU⁽³⁾	3,871	141,408
2017 PSU⁽⁵⁾	11,229	410,195
2017 RSU⁽³⁾	2,772	101,261
Nate Jorgensen⁽⁷⁾
2019 PSU⁽²⁾	7,886	288,076
2019 RSU⁽³⁾	8,480	309,774
Nick Stokes
2019 PSU⁽²⁾	7,886	288,076
2019 RSU⁽³⁾	8,480	309,774
2018 PSU⁽⁴⁾	5,807	212,130
2018 RSU⁽³⁾	3,871	141,408
2017 PSU⁽⁵⁾	12,477	455,785
2017 RSU⁽³⁾	3,080	112,512
Mike Brown⁽⁷⁾
2019 PSU⁽²⁾	7,098	259,290
2019 RSU⁽³⁾	7,632	278,797

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting⁽¹⁾ ($)
Thomas Corrick	5,923	64,483	77,128	2,158,813
Wayne Rancourt	-	-	22,417	627,452
Nate Jorgensen	-	-	9,126	255,437
Nick Stokes	-	-	22,725	636,073
Mike Brown	-	-	9,126	255,437