Jill Twedt
BOISE CASCADEAbout Jill Twedt
Senior Vice President, General Counsel and Corporate Secretary of Boise Cascade (since 2020); joined the company in 2007, named General Counsel in 2019, and promoted to SVP in 2020 . Education: BA in Political Science (College of Idaho) and JD (University of Idaho College of Law); current external leadership includes Vice Chair of College of Idaho’s Board of Trustees and Trustee of United Way of Treasure Valley . Company performance during her NEO tenure shows strong multi‑year shareholder value creation and profitability: total shareholder return grew from $137.01 in 2020 to $447.36 in 2024, while Company EBITDA rose from $435.555 million in 2020 to $632.838 million in 2024 . Boise Cascade’s say‑on‑pay received an average approval of over 97% from 2020–2024, reflecting investor support for executive pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boise Cascade | Senior Vice President; General Counsel; Corporate Secretary | SVP since 2020; GC since 2019; Corporate Secretary since 2017 | Leads legal, records, sustainability, environmental, and compliance; strategic partnership across the organization |
| Boise Cascade | Senior Counsel | 2007 onward | Built internal legal capabilities; supported governance/compliance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| College of Idaho | Vice Chair, Board of Trustees | Current | Strategic governance and community engagement |
| United Way of Treasure Valley | Board of Trustees | Current | Community impact and stakeholder relations |
| Idaho Business Review | Recognitions: Leader in Law; Accomplished Under 40 | Not disclosed | Professional reputation and leadership signaling |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $449,570 | $486,438 | $507,519 |
| Stock Awards ($) | $600,002 | $629,932 | $690,052 |
| Non-Equity Incentive Plan Compensation ($) | $556,343 | $766,141 | $330,395 |
| Change in Pension Value/Nonqualified Deferred Compensation Earnings ($) | $7,295 | $10,218 | $11,870 |
| All Other Compensation ($) | $82,806 | $84,789 | $98,136 |
| Total Compensation ($) | $1,696,016 | $1,977,519 | $1,637,973 |
| Base Salary Progression | Nov 2023 | Nov 2024 |
|---|---|---|
| Annual Base Salary ($) | $504,800 | $525,000 |
| Savings/Perquisites Detail (2024) | Amount ($) |
|---|---|
| Company contributions to savings plans | $97,296 |
| Company‑paid portion of executive life insurance | $841 |
Performance Compensation
| Plan/Grant | Metric | Weighting | Target/Goal | Actual/Performance | Payout/Units | Vesting |
|---|---|---|---|---|---|---|
| STIP (2024) | Corporate Adjusted EBITDA | 100% for Corporate roles | Threshold $250mm; Target $670mm; Max $990mm | Actual $633mm | Award multiple 0.93×; Individual STIP target 70% of earnings; Paid $330,395 | Cash paid after year-end |
| LTIP PSUs (Mar 1, 2024 grant) | ROIC (3-year average) | N/A | Threshold 7.5%; Target 12.5%; Max 24% | Determined over 2024–2026 | Target 2,504; Threshold 1,252; Max 5,008 PSUs | Cliff vest Mar 1, 2027 (subject to perf.) |
| LTIP RSUs (Mar 1, 2024 grant) | Service-based | N/A | N/A | N/A | 2,504 RSUs | 1/3 on Mar 1 of 2025, 2026, 2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 20,011 shares as of March 5, 2025 |
| Outstanding/Unvested Awards (12/31/2024) | 2024 RSUs: 2,504 ($297,625); 2024 PSUs unearned: 4,507 ($535,702) |
| Outstanding/Unvested Awards (Prior Grants) | 2023 RSUs: 3,028 ($359,908); 2023 PSUs: 9,086 ($1,079,962); 2022 RSUs: 1,252 ($148,813); 2022 PSUs: 5,712 ($678,928) |
| Stock Ownership Guidelines (Officers) | SVPs must hold 2× base salary within 5 years; all NEOs met or on track |
| Hedging/Pledging | Prohibited for directors, officers, employees, consultants |
| Clawbacks | Executive Compensation Clawback (Rule 10D‑1) and Misconduct Clawback apply to STIP/LTIP; Omnibus plan permits clawback of time‑based and performance‑based equity |
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Severance (Qualified Termination: good reason or involuntary without cause) | 2× base salary ($1,050,000) + 2× STIP target ($735,000) + 18 months of insurance ($32,727) + LTIP treatment per plan |
| Change-in-Control (awards not replaced) | Time-based LTIP vests; 2024 PSUs assumed at 1.0× target for change‑in‑control payout calculations |
| Double Trigger | No single-trigger vesting under 2025 Omnibus Incentive Plan; awards vest upon change‑in‑control plus subsequent qualifying termination |
| Clawbacks | Applies to performance‑based incentive comp under Rule 10D‑1 and broader misconduct policy (3‑year lookback) |
| Restrictive Covenants | Confidentiality, non‑solicitation, non‑disparagement as conditions to severance benefits |
| Estimated Payments under Different Events | Qualified Termination | Change in Control | Death/Disability |
|---|---|---|---|
| Base Salary ($) | $1,050,000 | — | — |
| STIP ($) | $735,000 | — | — |
| LTIP ($) | — | $2,862,862 | $3,100,939 |
| Insurance ($) | $32,727 | — | — |
| Total ($) | $1,817,727 | $2,862,862 | $3,100,939 |
Deferred Compensation
| Metric (2024) | Amount ($) |
|---|---|
| Executive Contributions | $191,049 |
| Company Contributions | $13,899 |
| Aggregate Earnings | $50,036 |
| Aggregate Balance at FYE | $822,536 |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 137.01 | 222.15 | 225.54 | 466.08 | 447.36 |
| Net Income ($000s) | 247,623 | 710,330 | 857,117 | 483,656 | 376,354 |
| Company EBITDA ($000s) | 435,555 | 1,052,470 | 1,257,564 | 756,697 | 632,838 |
Additional 2025 operational context: Q3 2025 sales were $1.668 billion with diluted EPS $0.58; BMD segment income of $54.3 million and Wood Products segment loss of $12.1 million amid EWP and plywood pricing/volume headwinds .
Compensation Structure Analysis
- Year-over-year mix: 2024 total compensation decreased vs 2023 as STIP paid below prior year (0.93× multiple on corporate EBITDA), while equity grant values increased modestly; design remains ~50%+ at‑risk across NEOs with PSUs and RSUs .
- Shift to PSUs from 1‑year to 3‑year performance: PSU performance period extended to 3 years (ROIC) starting in 2024, aligning with long‑term value creation and investor feedback .
- Performance metrics: STIP rooted in Adjusted EBITDA at corporate and segment levels; PSUs in ROIC; BMD includes PRONWC for working capital discipline .
- Governance protections: Robust clawbacks (10D‑1 and misconduct), anti‑hedging/pledging policy, double‑trigger change‑in‑control vesting in 2025 plan, and explicit anti‑repricing .
Compensation Peer Group (Benchmarking)
| Peer Group Companies (2024) |
|---|
| American Woodmark; Armstrong World; Beacon Roofing; BlueLinx; Builders FirstSource; Eagle Materials; Gibraltar Industries; GMS; JELD‑WEN; Louisiana‑Pacific; Masonite; Quanex; Simpson Manufacturing; UFP Industries |
Say‑on‑Pay & Shareholder Feedback
- Average say‑on‑pay approval >97% from 2020–2024; 2024 feedback catalyzed PSU design change to 3‑year performance period .
Equity Ownership & Pledging
- SVP guideline 2× base salary within 5 years; NEOs met or on track; anti‑hedging/pledging strictly prohibited under Insider Trading Policy .
Employment Terms
- Severance provides 2× salary+target bonus, 18 months benefits, and defined LTIP treatment; change‑in‑control requires a second trigger; agreements include confidentiality and non‑solicit obligations .
Investment Implications
- Alignment: Multi‑year PSU ROIC targets and ownership guidelines support long‑term alignment; clawbacks and anti‑pledging lower governance risk .
- Retention: Meaningful unvested RSUs and PSUs (2024–2026 cycles) and severance protections reduce near‑term attrition risk; upcoming vest dates (March 1, 2025/2026/2027) may create periodic selling pressure post‑vesting .
- Performance linkage: STIP’s EBITDA focus and BMD PRONWC embed operating discipline; PSU ROIC weighting motivates capital efficiency—positive signal for value creation if targets are met .
- Trading signals: Monitor vesting events and any 10b5‑1 plan disclosures; company policy bans hedging/pledging, minimizing forced selling, but standard post‑vesting liquidity events could occur around March 1 each year .