Sector: Industrials
BOISE CASCADE · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Ten Directors
Director since 2015 with strong CEO and financial expertise; no overboarding, attendance, or TSR concerns — BCC's 3-year TSR of +31.4% outperforms the disclosed peer group median by +19.7pp, well below the 65pp threshold required to trigger a vote against.
Director since 2022 (within 24-month exemption window at time of performance measurement); no overboarding or attendance issues, and the new-director exemption applies, so the TSR trigger is not evaluated.
Director since 2014 with deep forest products industry and legal expertise; holds one additional public board seat (Packaging Corporation of America), well within the three-seat policy limit; BCC's TSR outperforms the peer group median by +19.7pp over 3 years, far short of the 65pp underperformance threshold.
Director since 2022; qualified audit committee financial expert with CEO and manufacturing experience; no overboarding or attendance concerns, and the TSR trigger does not apply given BCC's positive peer-relative performance.
Non-independent executive director (former CEO) since 2020; holds one outside board seat (IDACORP), within the one-seat policy limit for a CEO; BCC's 3-year TSR outperforms the peer group median by +19.7pp, far below the 65pp threshold needed to trigger a vote against, and the proxy confirms no family relationships or attendance issues.
Independent director since 2014 with relevant industry and C-suite experience; incoming Lead Independent Director; no overboarding, attendance, or TSR concerns.
Independent director since 2013 with deep forest products CEO experience and audit financial expert designation; no overboarding or attendance issues; BCC's TSR outperforms peers over 3 years, so the TSR trigger does not fire.
Independent director since 2013 with strong private equity and financial expertise; no overboarding or attendance concerns; BCC's peer-relative TSR performance does not trigger an against vote.
New director joining the board as of April 30, 2026 (the meeting date itself); exempt from the TSR trigger under the 24-month new-director exemption, and brings nearly 35 years of industry experience as incoming CEO.
Independent director since 2019 with technology, cybersecurity, and human capital expertise; no overboarding or attendance issues; BCC's TSR outperforms the peer group median by +19.7pp over 3 years, well short of the 65pp trigger threshold.
All ten director nominees receive a FOR vote. BCC's 3-year price return of +31.4% outperforms the company-disclosed peer group median of +11.7% by approximately +19.7 percentage points, far below the 65-percentage-point underperformance threshold required to trigger a vote against any director given BCC's strong positive absolute return. All directors attended at least 75% of meetings in 2025, no director is overboarded, no family relationships with management are disclosed, and all audit and compensation committee members are independent.
CEO
Nate Jorgensen
Total Comp
$7,236,278
Prior Support
96%+%
The CEO's total reported compensation of $7,236,278 is reasonable for the CEO of a $2.6 billion building materials company, and the company targets the 50th percentile of peers. The pay structure is well-designed: roughly 51% of CEO pay is at-risk (performance-based equity and bonus), and long-term equity awards use a meaningful 3-year ROIC performance target with no guaranteed payouts, supplemented by time-vested restricted stock units. BCC's 3-year TSR of +31.4% outperforms the disclosed peer group median of +11.7% by nearly 20 percentage points, so above-benchmark incentive pay is clearly aligned with shareholder outcomes; the company also maintains robust clawback policies and has received over 96% average shareholder support on pay over the past five years.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a $2.6 billion company; the fee table was not included in the provided filing text so non-audit fee ratio cannot be calculated, but tenure disclosure is absent and per policy a FOR vote applies when tenure cannot be confirmed — no other negative triggers are evident.
The 2026 Boise Cascade annual meeting presents a straightforward ballot: all ten director nominees receive a FOR vote supported by strong peer-relative TSR performance (+19.7pp above peer median over 3 years), clean governance, and no overboarding or attendance issues. The executive pay program receives a FOR vote given a well-structured at-risk pay mix tied to meaningful ROIC and EBITDA metrics, CEO pay that appears reasonable for the company's size, and sustained strong shareholder support; auditor ratification of KPMG also receives a FOR vote as a Big 4 firm appropriate for the company's scale.
16 companies disclosed in 2026 proxy filing
