Duane McDougall
BOISE CASCADEAbout Duane McDougall
Duane C. McDougall, age 73, is an independent director of Boise Cascade (BCC) since 2013; he serves as Audit Committee Chair and sits on the Corporate Governance & Nominating Committee, and is designated an Audit Committee Financial Expert under SEC rules . He previously was President & CEO of Willamette Industries until its 2002 sale, and CEO of Boise Cascade Holdings, L.L.C. in 2008–2009; he became BCC’s Board Chair in connection with its 2013 IPO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willamette Industries (paper & forest products) | President & CEO; prior operating/finance roles | Until 2002; 23 years total | Led large forest products operator; operational and industry expertise |
| Boise Cascade Holdings, L.L.C. (former parent) | Chief Executive Officer | Dec 2008 – Aug 2009 | Stewarded parent entity during transition |
| Boise Cascade Company | Director; Board Chair at IPO | Director Dec 2008–2013; Board Chair Feb 2013 (IPO) | Governance leadership at IPO; later independent director |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| The Greenbrier Companies, Inc. | Director | 2003 – Jan 2022 | Prior public company directorship |
| StanCorp Financial Group, Inc. | Director | 2009 – 2024 (public until 2016) | Prior director of company that went private |
| Current public company boards | — | — | None |
Board Governance
- Committee assignments: Audit Committee Chair; Member, Corporate Governance & Nominating Committee .
- Audit Committee Financial Expert (Item 407(d)(5) Reg S-K); committee independence affirmed by NYSE standards .
- Independence: Board determined all directors except the CEO are independent; all audit and compensation committee members meet heightened independence standards .
- Meeting cadence and attendance: In 2024 the Board met 6 times; Audit 4; Compensation 6; Corporate Governance & Nominating 4; all directors attended at least 75% of Board and applicable committee meetings and attended the 2024 Annual Meeting .
- Governance practices: Independent Board Chair; Lead Independent Director with robust responsibilities; regular executive sessions of independent directors; ability to hire independent advisors .
- Related-party/affiliated transactions: None in 2024; policy requires audit committee approval for any related-person transactions ≥$120,000 and director recusal .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $117,500 | Includes $95,000 cash retainer + $22,500 Audit Chair fee per schedule |
| Director fee schedule (reference) | Cash retainer: $95,000; Equity award: $135,000; Audit Chair: $22,500; Comp Chair: $17,500; Governance Chair: $12,500; Lead Independent: $30,000; Board Chair add’l cash: $110,000; add’l equity: $25,000 | Standard program applicable to non-employee directors |
Performance Compensation
| Item | Detail | Terms |
|---|---|---|
| 2024 Director RSU grant | 980 RSUs; grant date 03/01/2024; grant-date fair value $135,034 | Service-conditioned; vested 03/01/2025; dividends/dividend equivalents accrue but are paid only upon vesting; subject to forfeiture until vest |
| Plan governance | Director annual compensation cap increased to $700,000 under 2025 Omnibus Incentive Plan | No single-trigger vesting on change in control; double-trigger only; no repricing; clawback provisions apply to time- and performance-based awards |
| Clawback policies | Company can recoup equity awards (time/performance) upon misconduct or restatement; Executive Compensation Clawback Policy under Rule 10D-1; anti-hedging/anti-pledging policy applies to directors | Strengthens alignment and risk controls |
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Current public company boards | None (reduces external interlock risk) |
| Prior public boards | Greenbrier (2003–Jan 2022), StanCorp (2009–2024; public until 2016) |
| Compensation committee interlocks | Compensation committee disclosed no interlocks or insider participation; McDougall is not on compensation committee |
Expertise & Qualifications
- Former CEO in forest products (Willamette) with extensive operational, finance, and industry experience; strong accounting/financial expertise cited by Board .
- Skills matrix highlights broad board capabilities across accounting, industry, M&A, HR/compensation, and governance; McDougall is part of the cohort covering these areas .
Equity Ownership
| Holder | Shares Owned (3/5/2025) | Right to Acquire ≤60 Days | % of Class |
|---|---|---|---|
| Duane McDougall | 18,245 | 12,309 (deferred director RSUs deliverable after service ends) | <1% |
- Director stock ownership guideline: 5× annual cash retainer; all directors have met or are on track within 5 years .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
Insider Trades
| Date (Filed) | Transaction Date | Type | Security | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 03/05/2024 | 03/01/2024 | Grant (A) | RSUs (1:1 common) | 980 [footnote: vest 03/01/2025] | $0 (award) | 18,245 common after transaction | SEC Form 4 |
Governance Assessment
- Board effectiveness: As Audit Chair and an SEC-defined financial expert, McDougall strengthens oversight of financial reporting, internal controls, cybersecurity/data privacy, and quarterly engagements with management and auditors; audit committee met 4× in 2024 .
- Independence & attendance: Independent status with strong attendance expectations met; no related-person transactions in 2024; anti-hedging/anti-pledging policy reduces alignment risk .
- Compensation alignment: Director pay mix is balanced with modest cash plus time-based RSUs; director compensation capped by plan; RSUs subject to vesting and clawbacks; no meeting fees, limiting pay inflation risk .
- Shareholder signals: Company’s say-on-pay support averaged ~97% in 2020–2024; while NEO-focused, it reflects broader investor confidence in compensation governance that McDougall helps oversee via governance committee membership .
RED FLAGS: None observed specific to McDougall. No related-party transactions, hedging/pledging prohibited, attendance threshold met, and current public interlocks absent. The increase of the director annual limit to $700,000 is policy-wide and bounded by robust clawback and double-trigger CIC protections .