Steven Cooper
BOISE CASCADEAbout Steven Cooper
Independent director at Boise Cascade Company (BCC) since 2015; age 62. Former CEO of TrueBlue, Inc. (NYSE: TBI) with extensive accounting and workforce management expertise; prior professional roles at Arthur Andersen, Albertsons, and Deloitte. The Board identifies him as providing strong accounting/financial expertise; he is an Audit Committee financial expert. Currently holds no other public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TrueBlue, Inc. | Chief Executive Officer; also CEO Jun 2022–Sep 2023 | 2006–2019; 2022–2023 | Director 2006–Sep 2023; Chair of the Board Jan 2019–Sep 2023 |
| Arthur Andersen | Professional positions | Not disclosed | Accounting/financial grounding |
| Albertsons | Professional positions | Not disclosed | Operations/retail exposure |
| Deloitte | Professional positions | Not disclosed | Audit/consulting exposure |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None (current) | — | — | No current public company directorships |
| TrueBlue, Inc. | Director; Chair of the Board | Director 2006–Sep 2023; Chair Jan 2019–Sep 2023 | NYSE-listed industrial staffing company |
Board Governance
- Committee memberships (2025 slate): Audit (member), Corporate Governance & Nominating (member). He is not a committee chair; lead independent director is David Hannah.
- Audit Committee financial expert designation; all audit committee members independent under NYSE and Rule 10A-3. 2024 audit meetings: 4.
- Corporate Governance & Nominating Committee independent; 2024 meetings: 4.
- Compensation Committee independent; 2024 meetings: 6. (Cooper is not on this committee.)
- Independence: Board determined Cooper is independent; all directors except the CEO are independent.
- Attendance: Board met 6 times in 2024; committees met 14 times in total; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Risk oversight in Audit includes cybersecurity, AI, and data privacy.
Fixed Compensation (Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Cash fees | $95,000 | Annual director cash retainer |
| Equity award (RSUs) | $135,034 | 980 time-based RSUs granted Mar 1, 2024; vest in full Mar 1, 2025 |
| Change in pension value/Nonqualified deferred compensation earnings | $7,846 | Above‑market earnings from director deferred compensation plan |
| All other compensation | $0 | — |
| Total | $237,880 | Sum of components |
Program structure and limits:
- Standard annual director fee schedule: $95,000 cash; $135,000 equity; additional fees for lead independent director ($30,000) and committee chairs (Audit $22,500; Compensation $17,500; Governance $12,500); Board chair additional $110,000 cash and $25,000 equity.
- Directors Deferred Compensation Plan credits imputed interest at 130% of Moody’s composite corporate bond yields.
- 2025 Omnibus Incentive Plan governance: director annual award value capped at $700,000; clawback applies to all equity awards; no repricing; double‑trigger vesting on change in control.
Performance Compensation
- Non-employee director compensation at BCC is not performance-based; directors receive service-conditioned RSUs that vest with continued board service. No PSUs or option grants for directors were disclosed for 2024.
- RSU grant details for Cooper (2024 grant): 980 RSUs, grant date Mar 1, 2024, grant date fair value $135,034, vesting in a single installment on Mar 1, 2025.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | TrueBlue, Inc. (Director 2006–Sep 2023; Chair 2019–Sep 2023) |
| Compensation committee interlocks | None – committee reports no interlocks in 2024 |
Expertise & Qualifications
- CEO and public-company board leadership experience (TrueBlue) with strong accounting and financial expertise; workforce management experience.
- Audit Committee financial expert designation.
- Skills matrix reflects accounting/financial, industry/supply chain, technology/innovation, M&A, HR/compensation, and corporate governance ethics across the board’s collective competencies.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned (as of Mar 5, 2025) | 4,430 | Direct ownership |
| Right to acquire within 60 days (as of Mar 5, 2025) | 7,647 | RSUs from prior vestings; footnote indicates delivery six months and one day after director’s termination (2,212 RSUs vested Feb 25, 2016; 5,435 RSUs vested Feb 24, 2017) |
| Percent of class | Less than 1% | Company calculated percent; star indicates <1% |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual cash retainer within five years; each director has met or is on track.
- Anti‑hedging and anti‑pledging: policy prohibits directors from hedging or pledging company stock.
Insider Trades (Recent)
| Date | Type | Shares | Proceeds/Value | Post-transaction holding |
|---|---|---|---|---|
| Nov 6, 2023 | Sale | 5,306 | ~$545,987 | ~3,450 shares (as of last reported) |
Additional filings:
- Form S‑8 filed May 6, 2025 registering shares under 2025 Omnibus Incentive Plan; Cooper signed in capacity as Director.
- Form 4 filings exist on Boise Cascade’s investor site (e.g., filed Mar 4, 2025); details not summarized here.
Governance Assessment
- Strengths: Independent director; dual committee service (Audit; Governance & Nominating); Audit Committee financial expert; strong attendance; no related-party transactions; robust anti‑hedging/pledging and clawback frameworks; director ownership guideline met/on track.
- Alignment: Standard cash/equity mix consistent with peer-informed reviews; RSUs time-based; director award cap reduces compensation inflation risk.
- Potential watch items: None disclosed on related-party transactions or family relationships (Company stated none in 2024); ensure continued high attendance and maintain independence if future external roles change.
Overall, Cooper’s profile supports investor confidence: independent status, financial oversight credentials, and clean related-party posture, with standard director compensation and strong ownership alignment.