Amy Humphreys
BOISE CASCADEAbout Amy Humphreys
Independent director since 2022; age 58. Serves on the Audit and Compensation committees and has been designated an Audit Committee Financial Expert by the Board. Prior operating roles include President & CEO of Bristol Bay Seafood Investments (2020–2021) and CFO of Darigold (2015–2018), with 25 years of experience in manufacturing, commodities, global marketing, and distribution. No current public company directorships; prior board service at Philly Shipyard ASA (2010–April 2022) and Red Lion Hotels Corporation (2018–2020) .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Bristol Bay Seafood Investments | President & Chief Executive Officer | Jan 2020 – Mar 2021 | Executive leadership in commodities and distribution |
| Darigold (Pacific Northwest dairy cooperative) | Chief Financial Officer | May 2015 – Nov 2018 | Financial management and capital structure strategies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philly Shipyard ASA (Oslo Stock Exchange) | Director | 2010 – Apr 2022 | Public company board service |
| Red Lion Hotels Corporation (NYSE) | Director | 2018 – 2020 | Public company board service |
| Other current public company boards | — | — | None |
Board Governance
- Committee assignments: Audit (member) and Compensation (member); not a chair. Audit Committee chaired by Duane McDougall; Compensation Committee chaired by Kristopher Matula; Corporate Governance & Nominating chaired by Karen Gowland .
- Independence: Board confirms all Audit and Compensation Committee members are independent under NYSE and Exchange Act rules .
- Financial expertise: Designated Audit Committee Financial Expert (Item 407(d)(5)) .
- Attendance: Board met 6 times; committees met 14 times in 2024. All directors attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Member | 6 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (grant date fair value) | $135,034 |
| Change in Pension Value/Nonqualified Deferred Compensation Earnings | — |
| All Other Compensation | — |
| Total | $230,034 |
| Standard Director Fee Schedule (2024) | Amount |
|---|---|
| Annual cash retainer | $95,000 |
| Annual equity award (RSUs) | $135,000 |
| Lead Independent Director fee | $30,000 |
| Committee Chair fees – Audit | $22,500 |
| Committee Chair fees – Compensation | $17,500 |
| Committee Chair fees – Corporate Governance & Nominating | $12,500 |
| Board Chair additional cash retainer | $110,000 |
| Board Chair additional equity award | $25,000 |
Director deferred compensation plan allows cash deferrals with imputed interest at 130% of Moody’s Composite Average; Ms. Gowland elected to defer in 2024 (Humphreys not disclosed as a participant) .
Performance Compensation
| Equity Award Type | Grant Date | Quantity | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (non-employee director) | Mar 1, 2024 | 980 | $135,034 | Vested in full on Mar 1, 2025 |
- Options/PSUs: None disclosed for directors; 2024 RSU awards are service-conditioned, time-based only .
- Clawbacks/Policies: Company maintains clawback policies (Omnibus Plan, Misconduct Clawback Policy, Rule 10D‑1), and prohibits hedging and pledging by directors, officers, employees, and consultants per Insider Trading Policy .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None |
| Compensation Committee Interlocks | None; no BCC executive officer served on other boards’ compensation committees in the past year |
Expertise & Qualifications
- Strategic leadership, business development, financial management, capital structure strategies, commodity and enterprise risk management .
- Audit Committee Financial Expert designation reflects accounting and financial reporting expertise relevant to oversight of internal controls and financial integrity .
- Board skills matrix highlights collective strengths in accounting/financial, industry/supply chain, technology/innovation, M&A, and HR/compensation across the Board .
Equity Ownership
| Holder | Shares Owned (3/5/2025) | Right to Acquire Within 60 Days | Percent of Class |
|---|---|---|---|
| Amy Humphreys | 4,162 | — | * |
- Stock ownership guidelines: Directors must hold stock equal to 5x the annual cash retainer within five years; each director has met or is on track to meet the requirement .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging company securities under the Insider Trading Policy .
Governance Assessment
- Board effectiveness: Humphreys contributes directly to financial oversight as an Audit Committee member and designated financial expert; committee charters cover cybersecurity, AI, and data privacy, indicating robust risk oversight .
- Independence and engagement: Independent, with committee memberships on Audit and Compensation; attendance met Board expectations; no current external public boards that could create interlocks or conflicts .
- Alignment and incentives: Director pay is balanced between cash ($95k) and stock ($135k) with one-year service RSU vesting, reinforcing alignment without performance metrics or options that could introduce risk; strong clawback and anti-hedge/pledge policies bolster investor protection .
- Potential conflicts/related-party exposure: No related-party transactions or external roles indicating conflicts identified; nomination criteria emphasize absence of conflicts and adequate time commitment .
RED FLAGS: None observed in proxy disclosures regarding pledging/hedging, related-party transactions, committee independence, or attendance; Compensation Committee interlocks expressly negated .