Craig Dawson
BOISE CASCADEAbout Craig Dawson
Craig Dawson, age 62, is an independent director of Boise Cascade Company (NYSE: BCC) since 2022. He is the founder, president, and chief executive officer of Retail Lockbox, Inc. (1994–present), and previously chaired the Seattle Branch of the Federal Reserve Bank of San Francisco (2020–2021) after serving as a board member (2015–2021); earlier, he held senior sales roles at Unisys Corporation (1985–1994) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Retail Lockbox, Inc. | Founder, President & CEO | 1994–present | Leads remittance processing, payments, and document management services; brings operator’s lens to board strategy |
| Federal Reserve Bank of San Francisco – Seattle Branch | Chair | 2020–2021 | Oversight/governance experience in financial system context |
| Federal Reserve Bank of San Francisco – Seattle Branch | Board Member | 2015–2021 | Regional monetary policy input and governance |
| Unisys Corporation | Senior Sales Positions | 1985–1994 | Enterprise technology market exposure |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Retail Lockbox, Inc. | Founder, President & CEO | 1994–present | No (private) |
| Federal Reserve Bank of San Francisco – Seattle Branch | Chair/Director | 2015–2021 (director), 2020–2021 (chair) | No |
| Other public company boards | — | — | None |
Board Governance
- Committee assignments (2025 slate): Audit Committee – Member; Compensation Committee – Member .
- Independence: Board determined all directors except the CEO are independent; Dawson meets heightened independence standards for audit/compensation committees under NYSE and SEC rules .
- Meeting attendance: Board met 6 times in 2024; committees met 14 times; all directors attended at least 75% of Board and applicable committee meetings .
- Executive/independent sessions: Independent directors meet at least twice per year; independent directors can retain advisors at company expense .
- Audit Committee remit: Financial reporting integrity, internal controls, risk oversight including cybersecurity, AI, and privacy .
- Compensation Committee remit: Director/NEO pay governance, plan oversight, and disclosures .
Fixed Compensation (Director Pay – 2024)
| Component | Amount |
|---|---|
| Cash retainer | $95,000 |
| Equity award (RSUs) – standard | $135,034 grant-date fair value |
| Committee chair fees | Not applicable (member, not chair) |
| Lead independent director premium | Not applicable |
| Total 2024 compensation | $230,034 |
2024 fee schedule reference: Cash retainer $95,000; equity award $135,000; chair fees (Audit $22,500; Compensation $17,500; Corporate Governance & Nominating $12,500); lead independent director $30,000; board chair additional cash $110,000 and equity $25,000 .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Time-based RSUs | Mar 1, 2024 | 980 | $135,034 | Vested in full Mar 1, 2025 |
Notes:
- Director RSUs are service-based; directors do not receive performance-based equity tied to operating metrics .
- Dividends/dividend equivalents on time/performance awards follow vesting restrictions under the 2025 Omnibus Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No current public company directorships; the proxy discloses no compensation committee interlocks involving Boise Cascade executives and Dawson’s other roles . |
Expertise & Qualifications
- CEO/operator experience; strategic direction and vision-setting capability cited by the Board as his qualification to serve .
- Exposure to technology/payments (Unisys, Retail Lockbox) and financial system governance (FRB Seattle Branch) .
Equity Ownership
| Holder | Shares Owned (Mar 5, 2025) | Right to Acquire Within 60 Days | Percent of Class |
|---|---|---|---|
| Craig Dawson | 4,162 | — | <1% |
Stock ownership guidelines:
- Directors must hold at least 5x annual cash retainer within five years of board appointment; each director has met or is on track to meet guidelines .
Alignment and restrictions:
- Company policy prohibits hedging, pledging, and monetization transactions in Company securities for directors, officers, employees, and consultants .
Governance Assessment
- Independence and committee roles: Dawson strengthens board oversight through Audit and Compensation committee membership, meeting NYSE/SEC heightened independence standards—supportive of investor confidence .
- Attendance: Board and committee attendance thresholds met (≥75%); Board held 6 meetings and committees held 14 in 2024—no engagement red flags .
- Pay structure: Balanced director pay (cash + time-vested RSUs) aligns with market practice; annual RSUs vesting after one year reinforce equity alignment without introducing short-term performance gaming risks .
- Ownership alignment: Director ownership guideline (5x retainer) and anti-hedging/pledging policy strengthen skin-in-the-game and alignment; Dawson beneficially owns 4,162 shares; percent of class <1% consistent with director holdings .
- Conflicts/related parties: Proxy discloses no related-person transactions and no family relationships; policy requires disclosure, audit committee review, and recusal—no conflicts detected for Dawson in 2024 .
- Compensation governance: Compensation consultant FW Cook retained independently; committee concluded no conflicts of interest—robust pay governance .
- Shareholder signals: Say-on-pay support averaged ~97% (2020–2024), indicating strong investor alignment with compensation practices governed by the committee on which Dawson serves .
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging, no committee interlocks, and attendance at/above threshold—no governance red flags identified for Dawson in the latest proxy .
Appendix: Committee Composition Context (2024/2025)
- Audit Committee: Chair Duane McDougall; members Steven Cooper, Craig Dawson, Amy Humphreys, Sue Taylor; 4 meetings; multiple members designated “financial experts” .
- Compensation Committee: Chair Kristopher Matula; members Craig Dawson, Karen Gowland, Amy Humphreys, Christopher McGowan, Sue Taylor; 6 meetings .
- Corporate Governance & Nominating: Chair Karen Gowland; members Steven Cooper, David Hannah, Kristopher Matula, Duane McDougall, Christopher McGowan; 4 meetings .