Joanna Barney
BOISE CASCADEAbout Joanna Barney
Joanna (Jo) Barney, age 51, was appointed Executive Vice President (EVP) of Building Materials Distribution (BMD) at Boise Cascade effective February 17, 2025. She previously served as SVP, Western Operations (Oct 2023–Feb 2025), VP, Western Operations (May 2022–Oct 2023), General Manager, Western Operations (Sep 2021–May 2022), and Branch Manager (Sep 2015–Sep 2021). She joined Boise Cascade in 2005 and holds a bachelor’s degree in business finance from the University of Utah. As EVP BMD, she oversees 40+ distribution facilities, including millwork and door shops, across the U.S.
- Notable credentials: Two-time all-American athlete; founder and executive director of Utah Avalanche youth soccer club
- Compensation framework context: Company targets 50th percentile market positioning and emphasizes at-risk pay with robust clawbacks and anti-hedging/pledging policies
Past Roles
| Organization | Role | Years (from–to) | Strategic Impact |
|---|---|---|---|
| Boise Cascade – BMD | EVP, Building Materials Distribution | Feb 2025–present | Oversees 40+ U.S. distribution facilities, including millwork and door shops |
| Boise Cascade – BMD | SVP, Western Operations | Oct 2023–Feb 2025 | Led Western region operations |
| Boise Cascade – BMD | VP, Western Operations | May 2022–Oct 2023 | Regional leadership; operational execution in Western Ops |
| Boise Cascade – BMD | General Manager, Western Operations | Sep 2021–May 2022 | Regional P&L/operations scope |
| Boise Cascade – BMD | Branch Manager (Salt Lake City) | Sep 2015–Sep 2021 | Local market leadership and growth |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Utah Avalanche (youth soccer) | Founder & Executive Director | Not disclosed | Community leadership; athletic program development |
| — | Two-time all-American athlete | — | Athletic recognition |
Fixed Compensation
| Component | Detail | Effective Date |
|---|---|---|
| Base Salary | $540,000 per year | Feb 17, 2025 |
| Target Annual Bonus (STIP) | 80% of base salary | Feb 17, 2025 |
| Program Positioning (context) | Company targets 50th percentile of market compensation | Ongoing |
Performance Compensation
| Incentive Type | Design Features | Vesting Mechanics |
|---|---|---|
| Short-Term Incentive (STIP) | Tied to achievement of corporate goals and, in some cases, business segment financial goals | Annual cash payout, based on year performance |
| Long-Term Incentive (LTIP) – RSUs | Time-based equity; typically granted to NEOs as part of a mix with PSUs | One-third vests on March 1 each year over three years (e.g., 2023 grant vests 2024/2025/2026) |
| Long-Term Incentive (LTIP) – PSUs | Performance stock units; payout level reflects performance; mix used for NEOs | Cliff vests on third anniversary of grant (e.g., 2023 PSUs vest Mar 1, 2026) |
Clawbacks and Risk Controls (Company-wide, applicable to executive officers):
- Three layers of clawback: omnibus plan clawback (equity), misconduct clawback (cash and equity for restatements, fraud, or misconduct causing reputational/financial harm), and Rule 10D-1 policy requiring recovery of performance-based pay after restatements (awards on/after Oct 2, 2023)
- Insider Trading Policy prohibits hedging, pledging, or monetizing transactions for all directors, officers, employees, and consultants
Historical BMD metric example (context): Pre-tax Return on Net Working Capital (PRONWC) used for the BMD leader’s STIP in 2021 to emphasize working capital control in distribution operations .
Equity Ownership & Alignment
| Alignment Mechanism | Policy/Term | Implication |
|---|---|---|
| Anti-hedging/pledging | Hedging, pledging, monetizing transactions prohibited for all insiders | Reduces misalignment and margin-call risk |
| Change-in-control treatment | No single-trigger acceleration; double-trigger vesting upon CIC only if followed by qualifying termination | Discourages windfall acceleration without loss of employment |
| Dividends on awards | Dividends/dividend equivalents subject to same vesting/forfeiture as underlying awards; not paid until vest | Reinforces long-term alignment |
| Option/SAR repricing | Prohibited without shareholder approval | Shareholder-friendly governance |
| Share reserve governance | No evergreen; no liberal recycling; no share increase without shareholder approval | Limits dilution risk |
Typical Vesting Calendar (based on company awards to NEOs):
| Award Type | Example Grant Year | Vest Dates |
|---|---|---|
| RSUs | 2023 | One-third each on Mar 1, 2024; Mar 1, 2025; Mar 1, 2026 |
| PSUs | 2023 | Cliff vest on Mar 1, 2026 (3-year cliff) |
Note: Individual beneficial ownership for Ms. Barney was not itemized in the 2025 proxy stock ownership tables; hedging/pledging prohibition applies regardless .
Employment Terms
| Term | Details |
|---|---|
| Severance Agreement | Joanna Barney’s severance agreement dated Oct 30, 2023 remains effective; form on file as Exhibit 10.2 to 10-Q filed Oct 31, 2022 |
| Cash Severance (non-CIC) | Two times the sum of annual base salary plus target STIP, payable lump-sum upon qualifying termination |
| Benefits Continuation | Lump sum equal to 18 times the monthly Company-paid premiums for life, disability, accident, and healthcare benefits |
| Change-in-Control | Double-trigger required (CIC plus qualifying termination) for severance benefits |
| Other Provisions | Confidentiality, non-solicitation, and non-disparagement; conditioned on release of claims . Historically, officer severance agreements have included non-competition undertakings (e.g., 2019 appointment disclosure) |
Performance & Track Record (Role Context)
- Scope: EVP BMD role oversees 40+ distribution facilities nationwide, including millwork and door shops, indicating large operational and supply-chain span with leverage to housing and repair/remodel cycles .
- Succession: Promoted from SVP Western Operations after a series of progressive leadership roles since 2015; joined Boise Cascade in 2005 .
Say-on-Pay & Shareholder Feedback (Program Signal)
- Company received strong shareholder support for executive compensation: average ~97% approval over recent five-year periods reported (2019–2023 and 2020–2024) .
Compensation Structure Analysis (Program-Level Indicators)
- At-risk pay emphasis: CEO at ~52% at-risk; other NEOs ~47% at-risk, with a mix of STIP and LTIP (PSUs and RSUs) .
- Governance enhancements: 2025 Omnibus Incentive Plan embeds double-trigger CIC, no repricing, dividends paid only upon vesting, and no evergreen provisions .
Investment Implications
- Alignment: Strong clawbacks, anti-hedging/pledging, double-trigger CIC, and dividend restrictions on unvested awards align incentives and limit downside governance risk for newly promoted leaders like Barney .
- Vesting windows and trading signals: RSUs and PSUs commonly vest on March 1, creating seasonal windows when insiders may file Form 4s and potentially sell shares; monitor for 10b5-1 plans and sales around early March each year .
- Retention/CIC: Severance at 2x salary+target STIP with 18 months’ benefits and double-trigger CIC offers competitive but not excessive protection; restrictive covenants reduce transition risk .
- Execution focus: BMD performance levers (pricing, volume, working capital) can directly affect STIP outcomes; historically, BMD metrics have included PRONWC, underscoring discipline in distribution operations .
- Shareholder stance: Consistently high say-on-pay support (~97%) suggests low risk of investor backlash on pay structuring as leadership transitions occur within BMD .