Christopher McGowan

About Christopher McGowan

Independent director of Boise Cascade (since IPO in Feb 2013); age 53; currently serves on the Compensation Committee and the Corporate Governance & Nominating Committee; background in private equity and governance with Madison Dearborn Partners, AEA Investors, and Morgan Stanley. Qualifications disclosed as strong financial and governance skills; independence affirmed under NYSE rules; 2024 attendance at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.

Past Roles

External Roles

Board Governance

• Current committee assignments: Compensation (member) and Corporate Governance & Nominating (member). No chair roles.
• Independence: Board determined all directors except the CEO are independent; audit and compensation committees meet heightened independence standards.
• Attendance: In 2024, Board met 6 times; committees met Audit 4, Compensation 6, Corporate Governance & Nominating 4; all directors attended at least 75% of their meetings and the 2024 annual meeting.
• Lead Independent Director: David Hannah serves as LID; executive sessions held; independent director processes documented.
• Related-party/affiliated-company transactions: None in 2024; no family relationships among directors and executive officers.

Fixed Compensation

Director fee schedule (2024): cash retainer $95,000; equity award $135,000 grant-date value; Lead Independent Director +$30,000; committee chair fees: Audit $22,500, Compensation $17,500, Corporate Governance & Nominating $12,500; Board Chair additional cash $110,000 and equity $25,000.

Directors Deferred Compensation Plan: Nonqualified plan allowing deferral of cash fees; imputed interest credited at 130% of Moody’s Composite Average of Yields on Corporate Bonds; elections govern form/timing of distributions. (No disclosure that McGowan deferred in 2024.)

Performance Compensation

• Structure: Boise Cascade grants time-based RSUs annually to non-employee directors; 2024 director RSUs vested in a single installment after one year; no performance metrics are applied to director equity grants.

Other Directorships & Interlocks

Expertise & Qualifications

• Disclosed qualifications: “strong financial and governance skills.” Private equity investing and M&A background (Madison Dearborn; Morgan Stanley) align with capital allocation oversight and strategic transactions.
• Skills matrix (Board-wide) indicates depth in accounting/financial, M&A, governance/ethics—areas consistent with McGowan’s profile.

Equity Ownership

Notes:

• “Right to acquire” reflects vested director RSUs from 2014–2017 to be delivered six months and one day after termination of Board service, indicating deferred settlement that supports long-term alignment.
• Stock ownership guidelines: Directors targeted to own ≥5× annual cash retainer within five years; the company states all directors have met or are on track. Anti-hedging and anti-pledging policy applies to directors.

Governance Assessment

• Strengths

  • Independence and experience: Independent since 2013 with deep financial/governance expertise; serves on compensation and governance committees that shape pay and oversight.
  • Engagement: Meets attendance expectations; Board and committees operate with regular executive sessions and defined LID responsibilities.
  • Pay alignment: Director equity in RSUs vests after one year; director-level ownership guidelines enforced; anti-hedging/anti-pledging policy reduces misalignment risk.
  • Conflicts: No related-party or affiliated transactions reported in 2024; no family relationships.

• Watch items / potential red flags

  • Director pay cap increased: The 2025 Omnibus Incentive Plan raises the annual non-employee director compensation limit to $700,000 (from $450,000 under the 2016 plan). While current director pay is well below this ceiling (McGowan 2024 total $230,034), the higher cap could permit future increases; continue monitoring compensation growth.
  • Deferred compensation design: The directors’ deferred cash plan credits imputed interest at 130% of Moody’s corporate bond average; although common in some plans, above-market credit rates can draw scrutiny if heavily used (no 2024 deferral noted for McGowan).
  • Committee influence: As a Compensation Committee member, McGowan co-signed the Compensation Committee Report; investors may evaluate committee decisions against say-on-pay outcomes (historically strong support ~97%).

• Signals supporting investor confidence

  • Say-on-pay support averaged ~97% (2020–2024), indicating sustained shareholder endorsement of compensation governance.
  • Robust clawbacks (Rule 10D-1 compliant), double-trigger change-in-control equity treatment, no repricing without shareholder approval in the 2025 plan.

Insider Trades

• Attempted to retrieve recent Form 4 transactions for “McGowan” at BCC using insider-trades skill; request failed due to data source authorization (HTTP 401). No additional insider trading details are available beyond proxy ownership disclosures above. [Read attempt details: tool error]

Director Compensation Summary (Recent)

Committee Assignments and Meeting Cadence (2024)

Historical note: As of March 21, 2024, McGowan served on the Audit and Compensation Committees; effective May 2, 2024, he moved from Audit to Corporate Governance & Nominating while remaining on Compensation.

Overall: McGowan’s tenure, independence, and financial/governance background, combined with consistent attendance, lack of related-party exposure, and alignment mechanisms (equity grants, ownership guidelines, anti-hedging/pledging), support board effectiveness and investor confidence. Monitor future director pay levels under the expanded $700k cap and continued use (if any) of above-market deferred cash credits.