Sue Taylor
BOISE CASCADEAbout Sue Taylor
Sue Taylor (age 67) is an independent director of Boise Cascade Company, serving since 2019. She is the retired Chief Information Officer (CIO) of the Bill & Melinda Gates Foundation, with prior senior IT leadership roles at Honeywell Automation and Control Solutions and Intermec (acquired by Honeywell). Her board credentials emphasize technology innovation, information security and controls, and enterprise systems implementation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bill & Melinda Gates Foundation | Chief Information Officer | 2016–July 2020 | Led enterprise IT and information security; retired in July 2020 |
| Honeywell Automation & Control Solutions | VP, Applications & Project Management Office | 2014–2016 | Delivered global integrated system platforms |
| Intermec (acquired by Honeywell) | Chief Information Officer | Pre-2014 (date not specified) | Led IT and enterprise analytics; headed integration and operational excellence for IT systems post-acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed |
Board Governance
- Independence: Board determined all directors except the CEO are independent; audit and compensation committee members meet heightened independence standards under NYSE and SEC rules. Taylor is independent and serves on fully independent committees .
- Committee memberships (2025 slate): Audit (member) and Compensation (member). Not a chair; not designated an Audit Committee Financial Expert .
- Meeting cadence and attendance: Board met 6 times in 2024; committees met a total of 14 times. All directors attended at least 75% of Board and committee meetings in 2024, evidencing engagement .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Member | 4 | Financial reporting integrity; internal controls; risk (incl. cybersecurity, AI, privacy); auditor oversight |
| Compensation | Member | 6 | Director/NEO compensation; equity/incentive plans; employment arrangements for NEOs |
| Board | Director | 6 | Strategy, capital allocation, risk oversight; executive sessions of independents at least twice annually |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Grant Fair Value ($) | Deferred Comp Earnings ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 95,000 | 135,034 (980 RSUs granted 3/1/2024) | 1,466 | 0 | 231,500 |
Director fee schedule (for context): Cash retainer $95,000; annual equity $135,000; incremental fees for committee chairs and lead independent director; Board Chair receives additional retainers/equity . Taylor is not a chair or LID.
Performance Compensation (Director)
- Structure: Non-employee directors receive service-conditioned RSUs; no options or PSUs disclosed for directors .
- Vesting: Director RSUs vest in a single installment after one year (e.g., 3/1/2025 for 2024 grants); RSU mechanics confirmed for non-employee directors broadly .
- Plan governance: Omnibus incentive plan includes robust clawback provisions and prohibits repricing; director annual compensation capped at $700,000 .
| Grant Date | Instrument | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 3/1/2024 | RSU (service-conditioned) | 980 | 135,034 | Single installment on 3/1/2025 |
| Policy | RSUs (directors) | — | — | Single-installment vest after one year (nonemployee directors) |
| Plan Terms | Clawback; no repricing; director comp limit | — | — | Clawback authority; $700,000 director cap |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None during 2024; Taylor served on Compensation Committee; no executive officers had interlocking roles at other issuers |
| Related party transactions | None in 2024; no family relationships among directors/executives |
Expertise & Qualifications
- Technology and innovation: CIO-level experience; oversight relevance to cybersecurity, data privacy, enterprise systems—valuable for Audit Committee’s IT risk oversight .
- Governance and compensation: Member of Compensation Committee overseeing pay philosophy and plans; committee retains independent consultant FW Cook with no conflicts .
- Strategic/operational: Experience integrating complex IT environments post-M&A and driving operational excellence .
Equity Ownership
- Stock ownership guidelines: Directors must hold company stock equal to 5x annual cash retainer within five years; Board states each director has met or is on track .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging, pledging, and monetization of company securities by directors .
| As of | Shares Owned (#) | Right to Acquire ≤60 Days (#) | Percent of Class (%) |
|---|---|---|---|
| 3/5/2025 | 7,616 | — | <1% (denoted “*” in proxy) |
| Guideline | Requirement | Compliance Window | Status |
|---|---|---|---|
| Director Stock Ownership | 5x annual cash retainer | 5 years from appointment | Board indicates all directors have met or are on track (includes Taylor) |
Governance Assessment
- Board effectiveness: Taylor’s technology/cybersecurity expertise directly strengthens Audit’s oversight of information security (COBIT-based controls, annual ITGC audits, external penetration testing), aligning with evolving risk profiles .
- Independence and engagement: Independent status; service on two core committees; attendance at or above the 75% threshold; no related-party transactions—supports investor confidence .
- Pay and alignment: Balanced director pay mix (cash + RSUs), one-year vesting RSUs, anti-hedging/pledging, and ownership guidelines reinforce alignment; presence of clawbacks and no-repricing provisions reduce governance risk .
- Potential conflicts/red flags: None observed—no other public boards (low overboarding risk under the ≤3 boards policy), no interlocks, no related-party exposure, and strong say-on-pay history (average ~97% approval 2020–2024) indicating constructive shareholder engagement .
Overall signal: Taylor’s profile contributes positively to board oversight of technology and cyber risks, with clean conflict checks and alignment mechanisms that support investor confidence .