Karen Gowland
BOISE CASCADEAbout Karen Gowland
Karen Gowland, age 66, is an independent director of Boise Cascade (BCC) since 2014 and currently chairs the Corporate Governance & Nominating Committee; she also serves on the Compensation Committee. She brings 30 years of forest products industry legal and compliance experience, including as SVP, General Counsel and Corporate Secretary of Boise Inc. prior to its 2013 acquisition and her retirement in March 2014. She joined the Packaging Corporation of America (PCA) board in 2024, adding public board experience relevant to governance and industry oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boise Inc. | Senior Vice President, General Counsel & Corporate Secretary | Aug 2010 – late 2013 (acquisition), retired March 2014 | Led legal, governance, corporate secretary functions |
| Boise Inc. | Vice President, General Counsel & Corporate Secretary | Feb 2008 – July 2010 | Legal and compliance leadership |
| Boise Cascade Holdings, L.L.C. | Vice President, General Counsel & Corporate Secretary | Oct 2004 – Feb 2008 | Legal, corporate governance for former parent entity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Packaging Corporation of America | Director | 2024 – present | Not disclosed |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Compensation .
- Independence: The board determined all directors except the CEO (Mr. Jorgensen) are independent; Gowland is independent .
- Attendance: In 2024 the Board met 6 times; committees met 14 times; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Time commitment policy: Non-employee directors limited to no more than three additional public boards; CEO limited to one; Gowland’s single additional public board is within policy .
- Governance process: Annual board, committee, and individual director self-evaluations; Corporate Governance & Nominating oversees sustainability and environmental strategy; independent director executive sessions held at least twice per year .
| Committee | 2024 Meetings | Gowland’s Role |
|---|---|---|
| Audit | 4 | Not a member |
| Compensation | 6 | Member |
| Corporate Governance & Nominating | 4 | Chair |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 100,151 | Includes cash retainer/committee fees and any deferred amounts |
| Stock Awards (RSUs) | 135,034 | 2024 annual director RSU grant fair value |
| Change in Pension Value/Deferred Comp Earnings | 9,074 | Above-market earnings on deferred amounts; she elected deferral in 2024 |
| Total | 244,259 | Sum of components |
| Standard 2024 Director Fee Schedule | Amount ($) | Applicable to Gowland |
|---|---|---|
| Cash retainer | 95,000 | Yes |
| Equity award | 135,000 | Yes |
| Corporate Governance & Nominating Chair fee | 12,500 | Yes |
| Lead Independent Director | 30,000 | No |
| Audit Chair | 22,500 | No |
| Compensation Chair | 17,500 | No |
Directors may defer cash compensation into the Boise Cascade Directors Deferred Compensation Plan (credited at 130% of Moody’s corporate bond average); Gowland elected to defer in 2024 .
Performance Compensation
Directors’ equity is time-based; no performance-vested director awards disclosed. 2024 annual RSUs vest fully after one year.
| Metric | Detail |
|---|---|
| RSUs granted (non-employee directors) | 980 units per director; grant date March 1, 2024 |
| Grant date fair value | $135,034 per director |
| Vesting | Service-conditioned; vested March 1, 2025 |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Context |
|---|---|---|
| Packaging Corporation of America (PCA) | Current director (2024–present) | Boise Inc., her former employer, was acquired by PCA in late 2013; she retired March 2014. No related-person transactions were reported for 2024 . |
- Related-party oversight: Policy requires audit committee/independent body approval of any related-person transactions; directors must recuse; none reported in 2024 .
Expertise & Qualifications
- 30 years of forest products legal/compliance experience; >15 years corporate secretary roles across public/private entities; strong corporate governance and compliance skills .
- Board skills matrix categories emphasized by the company include legal/regulatory, corporate governance/ethics, HR/compensation, M&A, industry/supply chain; Gowland is highlighted for governance and compliance expertise in her biography .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Shares owned (3/5/2025) | 15,348 | Common stock |
| Right to acquire within 60 days | 10,286 | Deferred RSUs deliverable after termination from prior awards (2015–2017 tranches) |
| Percent of class | <1% | Of 37,906,083 shares outstanding |
- Deferred RSUs: Includes 2,639 (vested 2/27/2015), 2,212 (vested 2/25/2016), 5,435 (vested 2/24/2017) RSUs deliverable six months and one day after termination .
- Ownership guidelines: Directors must hold stock equal to 5× annual cash retainer within five years; all directors have met or are on track .
- Hedging/pledging: Prohibited for directors under the Insider Trading Policy .
Governance Assessment
- Strengths: Independent status; active committee leadership (CG&N chair); attendance above 75% threshold; robust governance practices (annual evaluations, independent sessions, sustainability oversight, stock ownership guidelines, clawbacks on awards, anti-hedging/pledging) support alignment with shareholders .
- Compensation alignment: Director pay mix is balanced (cash retainer + modest chair fee + time-based RSUs); external consultant FW Cook advises the program; director equity vests in one year, encouraging near-term alignment without performance-risk complexity .
- Potential conflicts: Current PCA directorship combined with prior Boise Inc. executive role could present perceived interlock context, but no related-person transactions were reported in 2024; policy requires recusal on conflicts .
- Workload/overboarding: Policy caps non-employee directors at ≤3 other public boards; Gowland’s single additional board seat is within limits, mitigating overboarding risk .
Shareholder confidence context: The company’s say-on-pay votes averaged >97% approval from 2020–2024, reflecting broad support for compensation governance (primarily for executives) .