Nate Jorgensen
BOISE CASCADEAbout Nate Jorgensen
Nate Jorgensen is Chief Executive Officer of Boise Cascade (NYSE: BCC) and a non-independent director since 2020; age 60. He joined BCC in 2015, served as SVP of Engineered Wood Products (2017–2019), COO (Jan 2019–Mar 2020), and became CEO in March 2020 . Under his tenure, BCC’s pay-versus-performance disclosures show cumulative TSR of $447.36 on a $100 initial investment since 2019 and Company EBITDA of $632.8M in 2024; BCC reported 2024 revenue of $6.7B and net income of $376.4M . The board maintains separation of Chair and CEO with a Lead Independent Director and independent committees, supporting governance independence while Jorgensen serves as both CEO and director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boise Cascade | Chief Executive Officer | Mar 2020–present | Leads integrated manufacturing and distribution strategy; oversaw investments, special dividend and buybacks . |
| Boise Cascade | Chief Operating Officer | 2019–2020 | Oversight of Wood Products and BMD segments . |
| Boise Cascade | SVP, Engineered Wood Products | 2017–2019 | Drove EWP growth initiatives . |
| Weyerhaeuser | VP, Distribution Business | 2011–2015 | Distribution operations leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IDACORP, Inc./Idaho Power | Director | 2023–present | Current public company directorship . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 936,538 | 1,007,692 | 1,056,731 |
| STIP (Non-Equity Incentive) ($) | 2,317,933 | 2,720,769 | 1,179,312 |
| All Other Compensation ($) | 215,435 | 234,321 | 254,246 |
| Total Compensation ($) | 6,277,015 | 7,676,740 | 7,509,149 |
Salary change: CEO base increased to $1,100,000 effective Nov 2024 (from $1,050,000) . At BCC, CEO pay is ~52% at-risk, aligned to performance via STIP and LTIP .
Performance Compensation
2024 STIP Design and Outcome (CEO)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Multiple |
|---|---|---|---|---|---|---|
| Corporate Adjusted EBITDA ($M) | 100% | 250 | 670 | 990 | 633 | 0.93x |
| Target Award % of Earnings | — | — | 120% | — | — | — |
CEO STIP payout: $1,179,312 on actual base earnings of $1,056,731 with 0.93x multiplier .
2024 LTIP Structure (granted Mar 1, 2024)
| Component | Target Value ($) | Shares (Target) | Vesting | Performance Metric | Threshold | Target | Max |
|---|---|---|---|---|---|---|---|
| RSUs | 2,500,062 | 18,144 | 1/3 on Mar 1 of 2025, 2026, 2027 | Time-based | — | — | — |
| PSUs | 2,500,062 | 18,144 | Cliff vest Mar 1, 2027 (3-year period) | ROIC (avg 2024–2026) | 7.5% | 12.5% | 24.0% (200% shares) |
PSUs earn 0–200% of target based on ROIC; 2024 disclosures illustrate a max factor of 1.8x if subsequent years achieve 2.0x (illustrative), implying up to 32,659 PSUs at max .
Vesting Activity and Realized Value (2024)
| Metric | Value |
|---|---|
| Shares acquired on vesting (CEO) (#) | 64,009 |
| Value realized on vesting ($) | 8,819,800 (at $137.79) |
Clawbacks: LTIP and STIP are subject to (i) Omnibus Plan clawback, (ii) Misconduct Clawback, and (iii) Rule 10D-1 recoupment (performance-based) .
Equity Ownership & Alignment
| Ownership Item | Amount | Notes |
|---|---|---|
| Shares owned (beneficial) | 148,488 | As of Mar 5, 2025 . |
| Ownership % of outstanding | <1% | “Less than 1%” per table . |
| Unvested 2024 RSUs | 18,144 | Market value $2,156,596 at $118.86 . |
| 2024 PSUs (unearned) | 32,659 (max basis) | Market value $3,881,849 at $118.86 . |
| Options (exercisable/unexercisable) | 0 | No options outstanding . |
| Deferred comp balance | $1,280,409 | CEO account balance at FYE 2024 . |
| Deferred comp contributions (2024) | $408,115 (exec); $26,755 (registrant) | Accruals at plan rates . |
Policies and guidelines:
- Officer stock ownership guideline: CEO 5x base salary; NEOs “met or on track” within 5 years .
- Anti-hedging and anti-pledging: hedging/pledging prohibited for directors, officers, employees .
Insider selling pressure indicator: sizable annual vesting (64,009 shares vested in 2024) can create tax-related sales; no options or pledging reduce forced-sale risks .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreements | No employment agreement; severance agreements effective until Jan 31 annually; auto-extend absent notice . |
| Severance (Qualified Termination) | 2x base salary + 2x target STIP; 18 months of premiums for healthcare/life/disability/accident . |
| Change-in-Control | Double trigger; if awards not assumed, RSUs vest, PSUs vest at ≥ target; if assumed then vest on qualifying termination within 24 months (with PSUs at ≥ actual or target) . |
| Estimated Payments | CEO: Qualified Termination total $4,873,717; CIC equity value $16,633,982; Death/Disability equity $18,359,234 . |
| Restrictive covenants | Confidentiality, non-solicitation, non-disparagement; no disclosed non-compete duration/scope . |
| Clawbacks | Executive Compensation (Rule 10D-1), Misconduct, and Omnibus clawbacks covering equity and incentives . |
| Perquisites | Company-paid life insurance cost $2,065; significant company retirement contributions ($252,181) . |
Board Governance (Director Service, Committees, Independence)
- Role: CEO, non-independent director since 2020; no committee memberships .
- Board structure: Independent Chair (former CEO), Lead Independent Director; all committees fully independent; separation mitigates dual-role independence concerns .
- Meeting attendance: all directors attended ≥75% of Board/committee meetings in 2024; independent director sessions at least twice per year .
- Employee directors receive no Board fees; director compensation applies to non-employee directors only .
Director Compensation (for context; employee director not paid)
Non-employee director compensation in 2024 included $95,000 cash retainer and ~$135,000 RSUs; committee/lead fees on top; employee Director (CEO) receives none .
Compensation Peer Group and Say-on-Pay
- Peer group (unchanged from 2023): American Woodmark, Armstrong World, Beacon Roofing Supply, BlueLinx, Builders FirstSource, Eagle Materials, Gibraltar Industries, GMS, JELD-WEN, Louisiana-Pacific, Masonite, Quanex, Simpson Manufacturing, UFP Industries .
- Target percentile: Generally target 50th percentile of market data; adjustments based on role/performance .
- Say-on-Pay: Strong support; average ~97% approval from 2020–2024 .
Performance & Track Record
| Year | TSR Index (Value of $100) | Net Income ($000s) | Company EBITDA ($000s) |
|---|---|---|---|
| 2020 | 137.01 | 247,623 | 435,555 |
| 2021 | 222.15 | 710,330 | 1,052,470 |
| 2022 | 225.54 | 857,117 | 1,257,564 |
| 2023 | 466.08 | 483,656 | 756,697 |
| 2024 | 447.36 | 376,354 | 632,838 |
Operational highlights under Jorgensen include EWP capacity expansions, mill modernization, digital/data-driven initiatives, and $423.7M capital returns via special dividend, dividend increase, and buybacks in 2024 .
Compensation Structure Analysis
- Shift to longer-horizon PSUs: 2024 moved from 1-year PSU metric to 3-year ROIC averaging; enhances long-term alignment and reduces near-term volatility risk .
- At-risk pay mix remains high: CEO ~52% at-risk; STIP tied to Adjusted EBITDA and PRONWC (for segment leaders) and LTIP to ROIC .
- Clawbacks strengthened: Multiple clawback policies covering time-based and performance-based awards; Rule 10D-1 compliant .
- Equity over options: No options outstanding; LTIP delivered via RSUs/PSUs; burn rate modest (0.54% 3-yr avg) and overhang ~1.02% .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Related-party transactions: none in 2024; no family relationships disclosed .
- Governance independence mitigants: separate Chair/CEO, Lead Independent Director oversight, independent committees .
- Potential sell pressure: sizeable vesting events (e.g., 2024 vesting value ~$8.82M); monitor 10b5-1 plan disclosures and Form 4s for execution patterns (not in proxy) .
Equity Ownership & Director Guidelines
- Director and officer ownership guidelines: Directors 5x cash retainer; CEO 5x salary; compliance met/on track .
Employment Terms (Change-of-Control and Severance Economics)
| Scenario | Equity Treatment | Cash Severance | Benefits Continuation |
|---|---|---|---|
| Double-trigger CIC (awards assumed) | RSUs fully vest; PSUs vest ≥ actual or target on qualifying termination within 24 months | 2x base + 2x target STIP | 18 months premiums |
| CIC (awards not assumed) | RSUs fully vest; PSUs vest ≥ actual or target immediately prior to CIC | — | — |
CEO estimated values: Qualified termination $4.87M; CIC equity $16.63M; Death/Disability equity $18.36M .
Investment Implications
- Alignment: High at-risk pay and 3-year ROIC PSUs align incentives with capital efficiency and long-term value creation; robust clawbacks and anti-hedging/pledging policies further investor alignment .
- Retention and risk: Competitive severance (2x salary+target STIP) and double-trigger CIC reduce involuntary departure risk; large scheduled equity vesting can create periodic liquidity events; absence of options reduces repricing risk .
- Performance sensitivity: STIP driven by Adjusted EBITDA; LTIP by ROIC—both sensitive to housing starts, EWP pricing/volumes, and BMD working capital efficiency; 2024 STIP paid below target (0.93x), reflecting macro softness .
- Governance quality: Separate Chair/CEO, Lead Independent Director, and fully independent committees mitigate dual-role concerns; strong say-on-pay support (~97%) lowers governance headline risk .
Boise Cascade’s strategic investments under Jorgensen (EWP expansions, mill upgrades) and conservative equity usage (low burn/overhang) support long-term returns, while monitoring Form 4 activity around vest dates may help anticipate selling pressure and short-term trading dynamics .