Kristopher Matula
BOISE CASCADEAbout Kristopher Matula
Independent director at Boise Cascade (since 2014), age 62, and current Chair of the Compensation Committee with additional service on the Corporate Governance & Nominating Committee. Previously President, COO, CFO, and a director at Buckeye Technologies (acquired by Georgia-Pacific) and earlier roles at Procter & Gamble; currently a private consultant (since 2012). All Boise Cascade directors other than the CEO are independent under NYSE rules; directors met at least the 75% attendance expectation in 2024 and 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buckeye Technologies, Inc. | President, COO, CFO, Director; Head of nonwovens | 1994–2012 | Senior operating and financial leadership; board-level governance |
| Procter & Gamble Company | Various professional positions | Not disclosed | Corporate training/operations foundation |
| Private Consultant | Consultant | 2012–present | Advisory experience relevant to compensation and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed |
Board Governance
- Committee assignments: Compensation Committee Chair; Corporate Governance & Nominating Committee Member .
- Meeting cadence: Board met 6 times in 2024; Compensation Committee met 6 times in 2024; Corporate Governance & Nominating met 4 times in 2024. Directors met at least 75% attendance threshold in 2024 .
- Independence: Board majority independent; all committee members independent; Matula is independent .
- Executive sessions: Independent director sessions at least twice per year; committees hold executive sessions routinely .
- Related-party and family relationships: None disclosed; no related-person transactions in 2024 .
Board and committee activity
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings (count) | 11 | 6 |
| Compensation Committee meetings (count) | 5 | 6 |
| Corporate Governance & Nominating meetings (count) | 4 | 4 |
| Director attendance (threshold met?) | Yes; ≥75% | Yes; ≥75% |
Fixed Compensation
Director fee schedule (applies to non-employee directors)
| Component | 2023 | 2024 |
|---|---|---|
| Cash retainer ($) | 95,000 | 95,000 |
| Equity award ($) | 135,000 | 135,000 |
| Lead Independent Director ($) | 30,000 | 30,000 |
| Committee Chair – Compensation ($) | 17,500 | 17,500 |
| Committee Chair – Audit ($) | 22,500 | 22,500 |
| Committee Chair – Governance ($) | 12,500 | 12,500 |
| Board Chair – additional cash ($) | 110,000 | 110,000 |
| Board Chair – additional equity ($) | 25,000 | 25,000 |
Kristopher Matula – realized director compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned/paid in cash ($) | 100,913 | 112,500 |
| Stock awards ($) | 134,986 | 135,034 |
| Change in deferred comp earnings ($) | 17,666 | 15,239 |
| Total ($) | 253,565 | 262,773 |
Notes
- Matula elected to defer cash compensation in 2023 under the Directors Deferred Compensation Plan (accrues interest at 130% of Moody’s corporate bond yields) .
- No per-meeting fees; standard retainer plus chair-role fees; all non-employee directors receive the same equity retainer (Board Chair receives additional amounts) .
Performance Compensation
Director equity awards (time-based RSUs)
| Metric | 2023 | 2024 |
|---|---|---|
| RSUs granted (#) | 1,947 (standard director grant) | 980 (standard director grant) |
| Grant date & fair value ($) | Mar 1, 2023; $134,986 | Mar 1, 2024; $135,034 |
| Vesting | Vested Mar 1, 2024 (single tranche) | Vested Mar 1, 2025 (single tranche) |
Compensation Committee–overseen executive incentive metrics (context for Matula’s chair role)
| Program | Metric Set | Threshold | Target | Maximum |
|---|---|---|---|---|
| LTIP (2023 PSUs) | ROIC (1-year performance; 3-year cliff vest) | 5.0% | 11.0% | 22.0% |
| LTIP (2024 PSUs) | ROIC (3-year average; 3-year cliff vest) | 7.5% | 12.5% | 24.0% |
| STIP (2024) | Company EBITDA; segment EBITDA; BMD PRONWC | See payout grid; Examples: Corporate EBITDA target $670mm; BMD EBITDA target $335mm; BMD PRONWC target 55.0% |
Design changes and clawbacks
- In 2024, the Committee moved PSUs to a 3-year average ROIC performance period (shareholder feedback alignment) .
- Robust clawbacks apply to both time-based and performance awards (executive policies and Omnibus Plan), including Rule 10D-1 compliance and misconduct clawback; anti-hedging/anti-pledging policy applies to directors and officers .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public-company boards (current) | None |
| Compensation committee interlocks | None; no insider participation disclosed |
Expertise & Qualifications
- Senior operating and financial leadership (President, COO, CFO) and prior public-company directorship at Buckeye Technologies; relevant manufacturing/distribution industry experience and governance/compliance skills .
- Board skills matrix identifies broad competencies across accounting/financial, industry/supply chain, M&A, HR/compensation, and corporate governance/ethics for Boise Cascade directors; Matula contributes to this collective profile .
Equity Ownership
| Metric | As of Mar 4, 2024 | As of Mar 5, 2025 |
|---|---|---|
| Shares owned (#) | 14,172 | 12,652 |
| Right to acquire within 60 days (#) | 9,187 (RSUs) | 9,187 (RSUs) |
| Percent of class (%) | <1% (“*”) | <1% (“*”) |
| Options outstanding | None (Company shows 0 options outstanding; equity is in full-value awards) | |
| Ownership guideline | Directors must hold ≥5x annual cash retainer; directors met or are on track within 5 years | |
| Hedging/pledging | Prohibited for directors and officers by policy |
Governance Assessment
- Strengths: Independent, multi-year service as Compensation Committee Chair; uses independent consultant FW Cook with no conflicts; strong say-on-pay support (avg. ~97% approval 2020–2024) and recent improvements to LTIP design (3-year ROIC) reflect shareholder engagement .
- Alignment: Holds Boise Cascade equity and complies (or is on track) with robust director ownership guidelines; anti-hedging/anti-pledging policies enhance alignment .
- Risk factors and RED FLAGS: None observed—no related-party transactions, no hedging/pledging allowed, no committee interlocks; directors met attendance expectations .
- Oversight focus: STIP and LTIP anchored to EBITDA, ROIC, and PRONWC, balancing short- and long-term performance; Omnibus Plan includes double-trigger CIC and no repricing without shareholder approval .
Compensation committee framework and peer benchmarking
| Topic | Key points |
|---|---|
| Consultant independence | FW Cook retained as independent advisor; no conflicts; no other services to management |
| Peer group (2024) | American Woodmark; Armstrong; Beacon; BlueLinx; Builders FirstSource; Eagle Materials; Gibraltar; GMS; JELD-WEN; Louisiana-Pacific; Masonite; Quanex; Simpson; UFP Industries |
| Program principles | Target ~50th percentile; significant at-risk mix; clawbacks; anti-hedging/pledging; annual shareholder advisory vote |
Overall, Matula’s governance profile supports investor confidence: independent leadership on compensation, transparent pay practices and shareholder-responsive incentive design, with no apparent conflicts or attendance concerns .