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BOISE CASCADE COMPANY

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March 26, 2021

Fellow Shareholders:

You are cordially invited to join us for our 2021 virtual annual meeting of shareholders, which will be held on Thursday, May 6, 2021, at 9:30 a.m. Mountain Time. As part of our continued precautions regarding COVID-19, the 2021 Annual Meeting of Shareholders of Boise Cascade Company will be held exclusively online via webcast. You will be able to attend the 2021 Annual Meeting, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BCC2021. The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting.

As we look forward to our 2021 annual meeting of shareholders, it is worth reflecting on the year just completed:

On March 6, 2020, the Board elected Nate Jorgensen CEO and director effective after Thomas Corrick’s retirement. We are pleased with the leadership Nate has shown by living and leading the Company’s core values through the pandemic. The Company maintained its focus on the health and safety of its employees, including enhanced health and safety precautions in light of the pandemic, while maintaining its operations across the country with minimal downtime.

The Board’s role is critical in overseeing Boise Cascade’s corporate strategy and operations, and we continue to work closely with the management team on matters regarding the business and its performance. Throughout the year, our Board meeting agendas regularly included significant business and organizational initiatives, updates concerning our COVID-19 response, capital allocation strategies and business development opportunities. As the country prepared for, and responded to, the pandemic, our priority was the health and safety of our employees, customers, and the communities where we live and operate. We enacted business continuity plans to continue to serve our customers while protecting the well-being of our employees, and evaluated the possibility of multiple economic recovery scenarios – V-, U- and L-shaped in nature and how those scenarios could impact our business and multiple stakeholders. We experienced a dramatic increase in commodity pricing in 2020, primarily driven by increased residential construction growth, which drives demand for the products we manufacture, purchase, and distribute, and by the supply and demand imbalances brought on by reduced industry capacity due, in part, to the pandemic. Despite the challenges of the pandemic (including periodic short-term disruptions), extraordinary market conditions, along with great execution by both of our businesses, helped us deliver outstanding results, including the company’s highest return on invested capital since our initial public offering in 2013.

Early in the year, we reduced our previously expected amount of capital spending of $85-95 million to preserve cash in response to the economic uncertainties surrounding the pandemic, but remained committed to executing our long-term strategy of growing our distribution business and lowering costs in our manufacturing business, and invested $79 million in capital spending. Those investments included the opening of a new door assembly operation in Dallas, Texas, and two expansions in Building Materials Distribution (BMD), as well as major reinvestment in our Florien, Louisiana, plywood operation. We returned $79 million to our shareholders through our $0.10 per-share quarterly dividend, and a supplemental $1.60 per-share dividend. In addition, we refinanced our 5.625% senior notes due 2024 at 4.875% and extended the maturity to 2030. We believe that our continued execution on our long-term growth plan and thoughtful stewardship of your capital will help ensure that you receive the benefits of our strategy and investments in the years to come.

Whether or not you plan to attend the virtual annual meeting, your vote is important, and we encourage you to vote your shares promptly. You may vote your shares using a toll-free telephone number or the Internet. If you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting are contained on the Notice of Internet Availability of Proxy Materials and the proxy card.

Sincerely,

 

Thomas Carlile

Board Chair

 

Mack L. Hogans

Lead Independent Director

Boise Cascade Company

1111 West Jefferson Street

Suite 300

Boise, ID 83702

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

VIRTUAL MEETING ONLY – NO PHYSICAL LOCATION

May 6, 2021, at 9:30 a.m., Mountain Time

To participate in the live online Annual Meeting, please visit www.virtualshareholdermeeting.com/BCC2021. Please note that you will need the 12-digit control number included on your proxy card in order to access the Annual Meeting. A list of the names of stockholders of record entitled to vote at the Annual Meeting will be available during the entire time of the Annual Meeting on the virtual annual meeting website.

To the Shareholders of Boise Cascade Company:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2021. The Notice of the Annual Meeting of Shareholders, Proxy Statement, and 2020 Annual Report are available at www.proxyvote.com, as set out in the proxy card, and on page 47 of the proxy statement.

By order of the Board of Directors,

 

Jill Twedt

Senior Vice President, General Counsel and Secretary

March 26, 2021

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. As used in this proxy statement, unless the context otherwise indicates, the references to “Boise Cascade,” the “Company,” “we,” “our,” or “us” refer to Boise Cascade Company.

Our proxy statement and 2020 Annual Report are available at www.proxyvote.com as set forth on page 47. The proxy materials, including this proxy statement and form of proxy, are being distributed and made available on or about March 26, 2021.

This proxy statement includes statements about our expectations of future operational and financial performance that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including the Proxy Summary and Part 2 – Named Executive Officer Compensation. Statements preceded or followed by, or that otherwise include, the words “believes,” “expects,” “anticipates,” “intends,” “project,” “estimates,” “plans,” “forecast,” “is likely to,” and similar expressions or future or conditional verbs such as “will,” “may,” “would,” “should,” and “could” are generally forward-looking in nature and not historical facts. Forward-looking statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. The accuracy of such statements is subject to a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those projected, including, but not limited to, prices for building products, changes in the competitive position of our products, commodity input costs, the effect of general economic conditions, the effect of COVID-19, mortgage rates and availability, housing demand, housing vacancy rates, governmental regulations, unforeseen production disruptions, as well as natural disasters. These and other factors that could cause actual results to differ materially from such forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, except as required by law.

Boise Cascade’s strategy is to continue to grow as a premier integrated manufacturing and wholesale distribution company for building products. As a leading manufacturer and distributor of building materials, we bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time. At Boise Cascade, we truly care about relationships with our teammates, customers, suppliers, shareholders, and the communities where we operate. We approach the way we do business with these core values:

Our strategy focuses on the “critical few” deliverables over the next two to five years to provide clarity and focus around our goals and adopt a common language around our collective opportunities ahead. Specifically, we intend to:

In 2020, we successfully executed on our strategy and were able to declare a $1.60 per-share supplemental dividend, achieved the highest return on invested capital (ROIC) since our initial public offering in 2013, opened a new door assembly operation in Dallas, Texas, expanded our BMD operations at two facilities, all while maintaining the health, safety, and well-being of our employees during a pandemic and a Recordable Incident Rate⁽¹⁾ below 1.50 for the year.

In 2021, we plan to continue executing our strategy and creating attractive returns on capital by:

The Company entered 2020 in a sound financial position. As we responded to the impacts and uncertainties of the COVID-19 pandemic, the focus remained on the health and safety of our employees, followed by business continuity. Physical distancing, masks and sanitization measures were implemented along with response procedures for COVID-19 related exposures and quarantines. Senior level leadership succession plans were updated to more specifically address unplanned situations.

In response to rapidly evolving market conditions and economic uncertainties surrounding the impact of COVID-19 and the pandemic, our Wood Products segment implemented certain production changes early in the second quarter, including temporary curtailments and reduced operating schedules at essentially all of our manufacturing facilities, to respond to weaker anticipated demand for the products we manufacture. Activity through the building products supply chain was weak early in the second quarter in response to the pandemic uncertainties, including shelter-in-place orders in effect in many states, guidelines limiting activity for non-essential businesses, and other rules that limited the number of trade workers that can be on a residential construction site at one time. As restrictions were loosened or rescinded, construction activity resumed mid-second quarter and continued at a robust pace through the end of the year.

Our BMD warehouse sales were particularly strong throughout the year as our retail lumberyard customers relied on our broad base of inventory and high service levels to minimize their working capital investment given COVID-19 pandemic related uncertainties and elevated commodity product prices. In addition, we had strong demand from our home center customers in response to elevated repair and remodel and “do-it-yourself” activity as people spent more time at home during the pandemic.

In response to the uncertainty of the impacts of COVID-19, we reduced our capital spending for 2020 from our previously expected range of $85-to-$95 million to $79 million. Our financial results were strong in both businesses, demonstrating the strength of our integrated business model. We will continue to take the necessary steps to preserve our financial position and effectively support our customers, and ultimately will strive to balance the priorities of the various stakeholders that depend on us.

This year's Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder as of the close of business on March 8, 2021 or if you hold a valid proxy for the Annual Meeting. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BCC2021.

Although our annual meeting will be virtual this year, shareholders will be able to participate as if at an in-person meeting. You can submit questions electronically at the Annual Meeting during the webcast. During the live Q&A session of the meeting, members of our executive leadership team and our Board Chair will answer questions as they come in, as time permits. To ensure the meeting is conducted in a manner that is fair to all stockholders, the Chairman (or such other person designated by our Board) may exercise broad discretion in recognizing stockholders who wish to participate, the order in which questions are asked and the amount of time devoted to any one question. However, we reserve the right to edit or reject questions we deem profane or otherwise inappropriate. Detailed guidelines for submitting written questions during the meeting are available at www.virtualshareholdermeeting.com/BCC2021.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the phone number provided on the virtual meeting login page.

In 2020, our shareholders supported the company’s proposal to declassify the board of directors, effective on a rolling basis starting in 2021. As such, our board of directors currently consists of three staggered classes of directors, designated as Class I, Class II, and Class III, who will stand for reelection for one-year terms at the end of their current terms. The four directors up for election this year were previously members of Class II. Nate Jorgensen, Richard Fleming, Mack Hogans, and Christopher McGowan are standing for election as directors at the annual meeting, to hold office for a one-year term expiring in 2022. The following table provides summary information about each of these director nominees. During 2020, Messrs. Jorgensen, Fleming, Hogans and McGowan were directors for the entire year and attended 100% of the board and committee meetings on which they served. Our board of directors recommends a FOR vote for each director nominee because it believes each is qualified to serve as a director and has made and will continue to make positive contributions to the board. In 2020, our board of directors met a total of 14 times, and our committees met a total of 14 times. For information on our director competencies and demographics, please see the Director Skills Matrix at page 8.

We provide highlights of our executive compensation program below. It is important to review the Compensation Discussion & Analysis (CD&A) and compensation tables in this proxy statement for a complete understanding of our compensation program and philosophy (Page 31).

Over the past five years, our shareholders have shown strong support of our executive compensation program with annual vote results of over 97% from 2016 to 2020. Our compensation committee continues to examine our executive compensation program to ensure alignment between our executives and the long-term interests of our shareholders.

We ask that our shareholders approve, on an advisory basis, the compensation of our named executive officers as further described in Proposal 2 (Page 14).

We are asking our shareholders to ratify the appointment of KPMG LLP as our independent auditor for the year ending December 31, 2021 (Page 15).

Our board of directors currently consists of three staggered classes of directors, designated as Class I, Class II, and Class III, but those classes will be fully eliminated by the 2023 annual meeting, after which time all directors will be elected annually. The director members of, and the term expiration dates for, each class are:

Four nominees, Messrs. Jorgensen, Fleming, Hogans and McGowan, are standing for election as directors at the annual meeting to hold office for a one-year term, expiring in 2022.

Shares will be voted according to shareholder instructions. If no voting instructions are provided, a broker may not vote on the matter. For 2021, our director nominees are running unopposed. Therefore, to be elected to our board of directors in 2021, each director nominee must receive an affirmative vote of the majority of the votes of the shares present in person or by proxy at the meeting of the stockholders and entitled to vote.

The four director nominees have confirmed their availability for election. If any of the director nominees becomes unavailable to serve as a director for any reason prior to the annual meeting, our board of directors may substitute another person as a director nominee. In that case, if a shareholder has voted for the original nominee, those shares will be voted FOR the substitute director nominee.

Additional information follows for the four director nominees and the directors continuing in office, particularly concerning their business experience and qualifications, as well as attributes and skills that led our board to conclude that such person should serve as a director of the Company.

Provided below in a Board of Directors Skill Matrix is a summary of each director’s skills and experience as well as diversity information. The skills categories included in the Matrix are tied to the Company’s strategic goals, and the intent of the matrix is that the directors collectively possess qualities that facilitate effective oversight of the Company’s strategic plans. While the matrix is useful for determining the collective skills of the Board as a whole, it is not a comparative measure of the value of directors; a director with more focused experience could nonetheless contribute broadly and effectively.

The chart below identifies the principal skills that the Governance and Nominating Committee considered for each director when evaluating the director’s experience and qualifications to serve as a director as well as identification of diversity. Each mark indicates a strength that was self-selected by each director. Additional information about the director’s background and business experience is provided below in the biographical information.

Pursuant to Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to cast a nonbinding advisory vote regarding the compensation of our named executive officers. Our compensation philosophy is designed to emphasize a focus on total compensation, with a large portion of our named executive officers' pay being performance-based and considered variable, “at risk,” and aligned with shareholder interests. We seek to pay for performance so that we can recruit and retain the talented employees necessary to drive superior financial and operational results. We view our compensation program as a strategic tool that supports the successful execution of our business strategy and reinforces a performance-based culture. Our board of directors has agreed to hold this nonbinding advisory vote on an annual basis, with the next vote following this one expected to occur at the 2022 annual meeting of shareholders.

Shareholders are urged to read the Compensation Discussion and Analysis section in this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The compensation committee and our board of directors believe these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals. Our board of directors has determined the best way to allow shareholders to vote on our executive compensation is through the following resolution:

RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables, and narrative discussion in this proxy statement, is hereby APPROVED.

Your vote is important to us. Although this advisory vote is nonbinding, the compensation committee and our board of directors will review the results of the vote. The compensation committee will consider our shareholders' views and take them into account in making future determinations concerning our executive compensation.

The audit committee of our board of directors is responsible for the engagement of our independent auditor and has appointed KPMG LLP (KPMG) in that capacity, effective February 17, 2021.

Although ratification is not required by our bylaws or otherwise, our board of directors is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders' views on our independent registered public accounting firm. If the appointment of KPMG is not ratified, the audit committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement, but may ultimately determine to continue the engagement of the firm or another audit firm without resubmitting the matter to shareholders. Even if the selection of KPMG is ratified, the audit committee may, in its sole discretion, change the appointment at any time during the year if it determines a change would be in the best interests of the Company and our shareholders.

It is expected that one or more representatives of KPMG will be available online at our virtual annual meeting to answer questions. They will also have the opportunity to make a statement if they desire to do so.

For information on the services KPMG has provided for us in 2020, please refer to the audit committee report at page 29.

The Boise Cascade Company Code of Ethics (Code of Ethics) applies to our directors, officers, and all employees. We have a toll-free reporting service available that permits employees to confidentially report violations of our Code of Ethics or other issues of significant concern via phone, text, or website. We have an email link to our board of directors on our website by selecting About Us at the top of the page, selecting Contact Us, and then Board of Directors in the drop-down box on the next page. Communications sent by email are not confidential and are first reviewed by the company's general counsel and chief financial officer.

If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics by posting the required information on our website.

You may view a copy of our Code of Ethics by visiting our website at www.bc.com and selecting Investors at the bottom of the page, then Code of Ethics.

Our board of directors has adopted Corporate Governance Guidelines (Guidelines) to assist the board in exercising its responsibilities. The Guidelines reflect our board's commitment to monitor the effectiveness of policy and decision-making, both at the board and management levels. Our board of directors believes the Guidelines will enhance our ability to achieve our goals and long-term success and will assist us in increasing shareholder value. The Guidelines are in addition to and are not intended to change or interpret any federal or state law or regulation, including the Delaware General Corporation Law, our Certificate of Incorporation or bylaws, or the rules of the New York Stock Exchange (the NYSE). Our board of directors may modify the Guidelines from time to time on the recommendation of the corporate governance and nominating committee and as deemed appropriate by our board of directors.

You may view a complete copy of the Guidelines by visiting our website at www.bc.com and selecting Investors, then Leadership and Governance, and then Corporate Governance Guidelines.

Our directors believe board independence is important and is key for the board to function properly, allowing it to provide appropriate oversight and maintain managerial accountability.

We list our common stock on the NYSE. The NYSE rules require that a majority of our directors be independent from management and all members of our board committees be independent. For a director to be independent under the NYSE's rules, our board must determine affirmatively that he or she has no material relationship with the company. Additionally, he or she cannot violate any of the bright line independence tests set forth in the NYSE listing rules that would prevent our board of directors from determining that he or she was independent. These rules contain heightened independence tests for members of our audit and compensation committees. Our board of directors will broadly consider all relevant facts and circumstances to determine the independence of any director, in accordance with the NYSE listing rules.

To assist in making this determination, our board adopted the NYSE's independence standards, set forth in the NYSE listing rules and Rules 10A-3 and 10C-1 under the Exchange Act. For purposes of these standards, we include Boise Cascade Company and its consolidated subsidiaries.

Our board has determined that all directors except Mr. Jorgensen are independent directors as defined under the NYSE's listing standards. These directors constitute a majority of our board of directors and represent all of our committee members.

Additionally, our board of directors has determined that (i) each member of the audit committee meets the heightened independence standards for audit committee service under the NYSE listing rules and Rule 10A-3 under the Exchange Act; and (ii) each member of the compensation committee meets the heightened independence standards for compensation committee service under the NYSE listing rules and Rule 10C-1 under the Exchange Act. Further, because Mr. Carlile was not an independent board chair under the NYSE listing standards until three years after his retirement as CEO, our board appointed the chair of the Governance and Nominating Committee, Mack Hogans, as its lead independent director.

Our board of directors and its committees can retain, at their sole discretion and at our expense, independent financial, legal, compensation, or other advisors to represent the independent interests of our board of directors or its committees.

Our written policy regarding transactions with related persons requires that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our general counsel any “related person transaction” (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-K in which we are or will be a participant and the amount involved exceeds $120,000, and in which any related person has or will have a direct or indirect material interest) and all material facts with respect thereto. The general counsel will promptly communicate such information to our audit committee or another independent body of our board of directors. No related-person transaction will be entered into without the approval or ratification of our audit committee or another independent body of our board of directors. It is our policy that directors recuse themselves from any discussion or decision affecting their personal, business, or professional interests. Our policy does not specify the standards to be applied by our audit committee or another independent body of our board of directors in determining whether to approve or ratify a related-person transaction. There were no related-person transactions in 2020, and no family relationships existed between any of our directors and executive officers.

The compensation committee continued to retain Frederic W. Cook & Co., Inc. (“FW Cook”), as its independent compensation consultant to assist the committee in discharging its responsibilities. Prior to retaining FW Cook, the compensation committee considered that FW Cook does not provide any other services to the Company or management and determined that there was no conflict of interest according to the factors the compensation committee determined to be relevant, including the independence factors enumerated by the NYSE.

Our board of directors oversees the risk management activities designed and implemented by our management. The board of directors executes its oversight responsibility for risk management both directly and through its committees. Through our enterprise risk management review, the board of directors also considers specific risk topics, including risks associated with our strategic plan, business operations, cybersecurity, and capital structure. In addition, the board of directors receives detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Our board of directors delegates to the audit committee oversight of our risk management process. Our other board committees also consider and address risk as they relate to their respective committee responsibilities. All committees report to the full board of directors as appropriate, including when a matter rises to a material- or enterprise-level risk.

Our internal audit department annually develops a risk-based audit plan that is reviewed with the audit committee, along with the results of internal audit reviews and activities. The internal audit department also maintains a high level assessment of risks and controls for key operations, functions, processes, applications, and systems within the Company. The audit committee meets a number of times each year with our director of internal audit, our chief financial officer, and our controller. The audit committee also meets at least once per year with our director of Information Technology to discuss security as it relates to our data systems.

We have in place a number of independent assurance activities responsible for assessing whether our risk response activities are in place and working effectively, including, but not limited to, data security, data privacy, environmental, and safety audits.

The board engages with management quarterly on our information technology (IT) environment, including data security and privacy. The Company’s IT security and data privacy processes are based upon the Control Objectives for Information and Related Technology (COBIT) framework. Our IT and Internal Audit teams have individuals who have achieved the Certified in the Governance of Enterprise IT (CGEIT) and Certified Information Systems Auditor (CISA) professional certifications, respectfully. KPMG, our independent external auditor, annually audits our IT general controls as part of their assessment of our internal control environment and the reliability of information flowing into our financial reporting. In addition, we engage a qualified third-party to perform an annual penetration test as part of our ongoing assessment of our IT perimeter security and intrusion detection capabilities. The penetration test organization employs experts with the Certified Information Systems Security Professional (CISSP) and GIAC certified penetration tester (GPEN) professional designations.

The compensation committee with recommendations from management reviewed our compensation policies and practices for our employees and determined these policies and practices do not induce our employees to take unacceptable levels of business risk for the purpose of increasing their incentive plan awards at the expense of shareholder interests. Some of the considerations in making this determination were:

Our corporate governance and nominating committee is responsible for, among other matters:

Through this process, members of the corporate governance and nominating committee consult with our board chair and accept nominee recommendations from other directors and/or shareholders in accordance with the terms of our Certificate of Incorporation and our bylaws. The invitation to join our board of directors is extended by our board of directors through our board chair and lead independent director.

In evaluating the suitability of candidates, in addition to our ongoing and emerging business needs, our board of directors and corporate governance and nominating committee consider many factors, including a candidate's:

The corporate governance and nominating committee is committed to a highly functioning board where the composition is reflective of the long-term strategy of the business, and makes decisions primarily on the basis of skills, qualifications, and experience.

Our current board of nine men and two women has a rich mixture of educational, professional, and experiential diversity representing a wide range of perspectives to further enhance the effectiveness of its oversight role. As opportunities to appoint new directors become available, in addition to the factors set forth above, our board of directors will consider other factors, including gender, racial, ethnic, and global diversity for director recruitment to continue enriching our board’s diverse perspectives.

Information regarding the skills and diversity of our board of directors can be found in the Director Skills Matrix at page 8.

In accordance with our bylaws, the corporate governance and nominating committee will consider shareholder nominations for directors (please refer to the Shareholder Proposals for Inclusion in Next Year's Proxy Statement section in this proxy statement for related instructions, page 48). We did not receive any shareholder nominations or recommendations for a director in connection with the 2021 annual meeting. Other than the procedures set forth in our bylaws, the corporate governance and nominating committee has not adopted formal policies regarding shareholder nominations for directors because the committee does not believe such policy is necessary for the consideration of shareholder nominations.

In December of each year, our directors complete written surveys to evaluate and assess the overall effectiveness of our board of directors, its committees and each director. The evaluations are provided to the directors by, and returned to, the corporate secretary’s office. The board chair and lead independent director review the directors' responses and provide the individual board members, the corporate governance and nominating committee, and the full board with an assessment of the performance of the board and its committees. The directors then discuss the results and proposed actions for improvement or change in executive session. The board chair and lead independent director also have one-on-one discussions as necessary with each director about the feedback received.

The purpose of the board, committee(s), and individual director surveys is to continually improve board performance. After feedback and discussions around the 2019 surveys, in 2020, the Board added individual confidential surveys to provide individualized feedback for the chair and lead independent director to discuss with each director their strengths and opportunities on the board.

The board believes that wider perspective and best practices learned by board members serving in other public directorships must be balanced against the time commitment that service on boards entails. Therefore, our Guidelines include an overboarding policy whereby our non-employee directors are limited to no more than three public boards, in addition to ours, and our chief executive officer to one additional public board. You can view the Guidelines by visiting our website at www.bc.com and selecting Investors, Leadership and Governance and then Corporate Governance Guidelines.

Shareholders and other interested parties may contact our board of directors, or any of its committees, non-management directors or any individual directors by writing to the board chair of the corporate governance and nominating committee, at the address or email address shown below. All correspondence will be referred to the chairman of the governance and nominating committee, the board chair, and our general counsel.

Boise Cascade Company

Attention: Chair of the Corporate Governance and Nominating Committee

c/o General Counsel

1111 West Jefferson Street, Suite 300

Boise, ID 83702

Email: legaldepartment@bc.com

Shareholders and other interested parties may also contact our board of directors by going to our website, www.bc.com, and selecting Contact at the top of the page, then selecting Board of Directors in the drop-down box.

We believe engaging in active dialogue with our shareholders is important to our commitment to deliver sustainable, long-term value to our shareholders. In 2020, we initiated our first engagements with shareholders, during which we actively discussed our corporate governance, diversity and inclusion, and executive compensation practices with shareholders representing approximately 34.6% of our outstanding shares. Shareholder feedback is regularly reviewed and considered by the board and is reflected in adjustments and enhancements to our policies and practices.

Our purpose is to bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time. We are a business built on relationships. Our core values guide our actions, unite our employees, and define our brand. We care about relationships with our teammates, customers, suppliers, shareholders, and the communities where we live and operate. We strive to create a diverse and inclusive workplace environment as a way of living our core values of Respect and Pursuit of Excellence where we cultivate a climate of mutual respect, camaraderie, and teamwork. We further believe it is our responsibility as an employer and community leader to have a positive influence in the communities where we work and live.

Boise Cascade considers environmental responsibility an integral component of our wood products manufacturing and building materials distribution businesses. We transform renewable resources, trees, into products that people depend on every day and also store carbon for years to come, giving us the opportunity to respond to the effects of climate change through our environmental stewardship practices. Through conservation and sustainable practices, we actively contribute to the responsible use and protection of the natural environment, which benefits our employees, our customers, and the communities where we work and live in. We are committed to implementing and achieving sustainable forestry practices where we procure raw material from other forest landowners, wood suppliers, and manufacturers. Further, we are committed to continually achieve compliance with certification standards, employing management practices within our operations to comply with environmental laws and regulations, and promoting sustainable practices. Boise Cascade recognizes the weight of scientific evidence indicates a changing climate associated with increasing CO₂ in the atmosphere, and uses the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD) for guidance in communicating our position and performance relative to climate.

The health and safety of our employees is a core value and the company maintains robust safety programs focused on identifying hazards and eliminating risks, as well as safety processes and procedures aimed at eliminating injuries in the workplace. As discussed above at page 2 during our response to the pandemic, our priority was the health and safety of our employees, customers, and the communities where we live and operate. We enacted business continuity plans to continue to serve our customers while protecting the well-being of our employees. We also implemented emergency paid leave for our employees who were required to be away from work due to pandemic-related matters including their own health issues, school closures and quarantines.

Our Total Rewards program provides competitive pay, comprehensive health benefits, robust financial security resources, well-being programs, community engagement and opportunities, and career recognition and development. Selecting and developing talent is a vital aspect of our human capital strategy because we believe our people are at the heart of our Purpose and delivering our promise to our stakeholders. We focus on developing talent from within our businesses and supplement with finding the right external hires, to support key strategic objectives of innovation, digital technology and diversity and inclusion. We work towards business continuity and personal growth by developing our employees as individuals through targeted leadership programs. Individual development includes annual performance reviews with development plans, access to a variety of resources, including self-help resources, and continued education opportunities. During 2020, despite some leadership programs being cancelled due to COVID-19, others pivoted to online platforms, so employees were able to participate in leadership training. Further, employees contribute service hours to boards, special causes and nonprofit organizations in the communities where they live and operate. These programs enable the Company’s employees to connect with the community, further improve the Company’s reputation locally, and instill a sense of pride in the workforce. Additionally, we appointed the Company’s first Director of Diversity and Inclusion in furtherance of our commitment to diversity and inclusion.

The board’s governance and nominating committee is primarily responsible for reviewing environmental, social, and governance (ESG) matters, but similar to risk oversight, the full board participates in the process. At each board meeting, management updates the governance and nominating committee and the board members provide guidance on current ESG topics, including climate, human capital management, diversity and inclusion, and other similar issues that impact the company. On an annual basis, the committee is provided with a more in-depth review of ESG topics by either management or a third-party consultant.

Additional information on our environmental sustainability, including our climate statement, and human capital management practices can be found by going to our website, www.bc.com, and selecting About Us at the top of the page. This information includes the following items: Climate Statement, Environmental Policy; Roundwood, Fiber, Veneer, and OSB Procurement Policy; Sustainable Forestry Implementation Policy; Conflict Minerals Policy; Equal Opportunity, Anti-Discrimination and Anti-Harassment Policy; and Privacy Policy.⁽²⁾

Currently the positions of board chair and chief executive officer are filled separately. Our board of directors believes that this structure is appropriate for the Company at this time. Mr. Carlile’s (our board chair) experience as our former chief executive officer provides our board of directors with valuable insight on operational and industry issues.

On February 4, 2013, our corporate governance and nominating committee and our board of directors adopted the Guidelines to serve as a flexible framework within which the board conducts business. The committee and board routinely review the Guidelines with the most recent review occurring in February, 2021. On October 28, 2015, our board formalized our practice that the chair of the governance and nominating committee serves as the lead independent director. Mack Hogans currently fills the lead independent director role. Our lead independent director presides over all meetings of the independent directors and works collaboratively with our board chair and chief executive officer regarding board governance, including the board evaluation process and establishing meeting agendas for our board. The lead independent director's responsibilities include:

Our board of directors and each of our committees routinely meet in executive sessions outside the presence of management. Mr. Carlile, our board chair, presides over the executive sessions of our board of directors’ meetings, and each committee chair presides over the executive sessions of each respective committee. Mr. Hogans, our lead independent director, and the chair of our corporate governance and nominating committee, presides over the sessions of our independent board members who meet outside the presence of our non-independent directors at least twice per year.

Independent directors have direct access to members of management whenever they deem it necessary, and the company's executive officers attend part of each regularly scheduled board meeting. The independent directors and all committees are also free to retain their own independent advisors, at the company's expense, whenever they feel it would be desirable to do so.

During 2020, our board of directors met 14 times in person or by video conference due to the restraints and precautions taken under COVID-19 guidance. In addition to meetings of the full board, our board committees met a total of 14 times. All directors attended at least 75% of the meetings of the board, and of the committees on which they served in 2020. As a group, our directors had an overall attendance rate of 98%.

Under the Guidelines, our directors are expected to attend our annual meeting to be held on May 6, 2021. All eleven of our directors attended the 2020 annual meeting.

Our board of directors has established the following three standing committees:

The composition, duties, and responsibilities of these committees are outlined in written charters adopted by our board of directors. Each committee charter is reviewed annually by its respective committee to ensure ongoing compliance with applicable laws and sound governance practices and reviewed periodically by outside legal counsel. Each committee enacts any recommended changes to its charter coming out of such reviews and reports the changes to our board of directors.

You may view copies of our committee charters by visiting our website at www.bc.com and selecting Investors at the bottom of the page and then Leadership and Governance. You are then able to select any of the committee charters.

The audit committee of our board of directors is responsible for matters including the following:

For a complete description of our audit committee's responsibilities, you may view a copy of our audit committee charter by visiting our website at www.bc.com and selecting Investors at the bottom of the page and then Leadership and Governance. You are then able to select the audit committee charter.

The compensation committee of our board of directors is responsible for matters including the following:

For a complete description of our compensation committee's responsibilities, you may view a copy of our compensation committee charter by visiting our website at www.bc.com and selecting Investors at the bottom of the page and then Leadership and Governance. You are then able to select the compensation committee charter.

The corporate governance and nominating committee of our board of directors is responsible for matters including the following:

For a complete description of our corporate governance and nominating committee's responsibilities, you may view a copy of our corporate governance and nominating committee charter by visiting our website at www.bc.com and selecting Investors at the bottom of the page and then Leadership and Governance. You are then able to select the corporate governance and nominating committee charter.

Employee board members do not receive compensation for their service on our board of directors. Mr. Jorgensen was our only employee board member during 2020 after he replaced Thomas Corrick on March 6, 2020. Non-employee board members in 2020 were entitled to receive the compensation described below under “Director Fees.”

The following table presents compensation information for each of our nonemployee directors for the year ended December 31, 2020:

 

2020 Director Restricted Stock Unit Awards

 

Upon the recommendation of the compensation committee, our board of directors on February 20, 2020 approved the granting of 3,018 RSUs with a grant date fair value equal to $110,006 to each of our nonemployee directors. The board chairman received an additional 686 RSUs with a grant date fair value equal to $25,005. These 2020 RSU awards are service-conditioned awards that vested in full and distributed on March 1, 2021.

We maintain a “nonqualified” deferred compensation plan offered to our nonemployee directors (Boise Cascade Directors Deferred Compensation Plan). The plan is an unfunded plan intended to help participants supplement their retirement income while providing them an opportunity to invest a portion of their cash compensation. Under the plan, each director who receives cash compensation for board service may elect to defer all or a portion of his or her cash compensation in a calendar year. Amounts deferred are credited with imputed interest at a rate equal to 130% of Moody's Composite Average of Yields on Corporate Bonds. Participants elect the form and timing of distributions of their deferred compensation balances. Participants may receive cash payment in a lump sum or in annual installments following their service on our board of directors. Mses. Gowland and Taylor, and Mr. Matula elected to defer cash compensation in 2020 under this plan. We do not anticipate making any changes to this plan in 2021.

During 2020, the compensation committee consisted of Ms. Gowland and Messrs. Hannah, Matula, and McDougall. None of our executive officers currently serve, or in the past year served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

In August 2018, our board of directors updated the established Company stock ownership guidelines for our directors, which are intended to ensure that our directors acquire and maintain an equity stake in the Company and more closely align their interests with those of our shareholders.

Our director stock ownership guidelines provides that within five years from becoming a director, each director should acquire and maintain stock ownership in the Company equal to five times his or her annual cash retainer. Each of our directors has met this requirement or are on track to do so within the five-year timeframe.

In August 2018, our board of directors updated the established Company stock ownership guidelines for our officers which are intended to ensure that our officers acquire and maintain an equity stake in the Company and more closely align their interests with those of our shareholders.

Our officer stock ownership guidelines provide that within five years of the later of becoming an officer, or adoption of new guidelines, that the officer meet the guidelines. Ownership varies by officer level with the chief executive officer’s target at five times salary, executive vice presidents’ and senior vice presidents’ target at two times salary, and vice presidents’ target at one times salary. Each of our named executive officers has met this requirement or is on track to do so within the five-year timeframe.

Except as otherwise noted, the following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 8, 2021 by: (1) each of the named executive officers in the Summary Compensation Table; (2) each of our directors and director nominees; (3) all directors and executive officers as a group; and (4) each person or entity known to us to be the beneficial owner of more than five percent of our outstanding shares of common stock. All information with respect to beneficial ownership has been furnished to us by the respective director, director nominee, executive officer, or five percent beneficial owner, as the case may be. Unless otherwise noted below, the address of each beneficial owner is c/o Boise Cascade Company, 1111 West Jefferson Street, Suite 300, Boise, ID 83702. Unless otherwise indicated, each person or entity named below has sole voting and investment power with respect to the number of shares set forth opposite his, her or its name.

The following is the report of the audit committee with respect to the Company's audited financial statements and internal controls over financial reporting (ICOFR) for the year ended December 31, 2020.

The audit committee assists the board of directors in its oversight of the quality and integrity of the Company's financial statements and its accounting and financial reporting practices. The audit committee's responsibilities are more fully set forth in its charter, which you can view by visiting our website at www.bc.com and selecting Investors at the bottom of the page, then Leadership and Governance and then Committee Charters. Then select the audit committee charter.

In fulfilling its oversight responsibilities, the audit committee reviewed and discussed the Company's annual audited and quarterly consolidated financial statements, as well as the report over our ICOFR for the 2020 calendar year with management and KPMG, the Company's independent auditor. The audit committee has discussed with KPMG the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, and Rule 2-07 of Regulation S-X, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (PCAOB) and as approved by the SEC. The audit committee has also received the written disclosures and the letter from KPMG required by PCAOB’s applicable requirements regarding KPMG's communications with the audit committee concerning independence, and has discussed with KPMG its independence from the Company and its management.

All of our audit committee members are financially literate, and the board of directors has determined that the audit committee chair, Mr. McGowan, and Messrs. Cooper, Fleming, and McDougall, are audit committee financial experts, as defined in Item 407(d)(5) of Regulation S-K under the Securities Act. Our board of directors has also determined that Mr. McGowan and the other members of the audit committee are independent in accordance with the applicable NYSE listing rules.

Based on the review and discussions with management and KPMG, the audit committee recommended to the Company's board of directors that the Company's audited financial statements and report on internal controls be included in the Company's Annual Report for the year ended December 31, 2020, for filing with the SEC.

Respectfully submitted,

The Audit Committee

Christopher McGowan, Committee Chair

Steven C. Cooper

Richard Fleming

Duane C. McDougall

The following table presents the aggregate fees billed by KPMG to us for services rendered for the years ended December 31, 2020 and 2019, as approved by the audit committee:

The audit committee's charter provides that all audit and non-audit services to be performed for the company by KPMG be preapproved. Our controller monitors services provided by KPMG and overall compliance with the preapproval policy and reports periodically to the audit committee on the status of outstanding engagements, including actual services provided and associated fees. Our controller must promptly report any noncompliance with the preapproval policy to the chair of the audit committee.

During 2020, all services by our independent registered public accounting firm were preapproved by the audit committee in accordance with this policy.

Shareholders approved the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan) in 2016, which replaced the 2013 Incentive Plan (2013 Incentive Plan). All new awards are made under the 2016 Incentive Plan, and no additional awards may be granted under the 2013 Incentive Plan. The following table provides information about our equity compensation plans as of December 31, 2020:

The compensation committee of the board of directors of Boise Cascade Company has reviewed and discussed the following Compensation Discussion and Analysis (CD&A) required by Item 402(b) of Regulation S-K with the Company’s management. Based on this review and discussion, the compensation committee has recommended to the Company’s board of directors that the CD&A be included in this proxy statement and referenced in the Company’s Annual Report for the year ended December 31, 2020.

Respectfully submitted,

The Compensation Committee

Karen E. Gowland, committee chair

David H. Hannah

Kristopher J. Matula

This CD&A describes the 2020 compensation program for our executive officers, particularly our named executive officers who are listed below. Positions below are those held with the Company as of December 31, 2020, except for Mr. Corrick who retired as Chief Executive Officer effective March 6, 2020:

2020 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 named executive officers or to other employees to recognize and reward exemplary performance providing value to the Company beyond what is recognized by the structure of the Company's STIP. These bonus payments are

not governed by any formal plan, and no named executive officer has any contractual entitlement or expectation of any such payment. The amount and timing of the grant of any such bonus to named executive officers are determined by the compensation committee at its sole discretion. No such bonuses were awarded in 2020 to the named executive officers.

LTIP

We make long-term equity grants under the 2016 Incentive Plan. The 2016 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based compensation, and performance awards. The purpose of the 2016 Incentive Plan 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 2016 Incentive Plan is administered by our compensation committee.

Awards granted under the 2016 Incentive Plan are subject to any recoupment policy we may have, including the company’s clawback policy, the clawback of “incentive-based compensation” under the Exchange Act, or under any applicable rules and regulations promulgated by the SEC.

LTIP Awards

In February 2020, the compensation committee approved equity grants under the 2016 Incentive Plan to our named executive officers. The amount and structure of the grants were based on a study conducted by FW Cook and the recommendations FW Cook made as a result of the study. Officer participants received two types of 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 2020 vest over a three-year period with one-third vesting on March 1 on each of 2021, 2022, and 2023 with share distribution the following day. The PSUs awarded at target are adjusted by a performance factor determined by the performance objectives described below and may be further adjusted at the discretion of the compensation committee. The performance-adjusted PSUs granted in 2020 vest in a single installment on March 1, 2023, with share distribution the following day. Vesting of PSUs and RSUs is subject to an officer’s continued employment with the Company, with certain limited exceptions described below.

The 2020 LTIP awards were based on a closing market value on March 2, 2020 of $36.45 and are as follows:

The following table presents compensation information for Messrs. Jorgensen, Rancourt, Stokes, and Brown and Ms. Twedt for 2020, and where applicable 2019 and 2018: