Thomas Carlile
BOISE CASCADEAbout Thomas Carlile
Thomas “Tom” Carlile, age 73, is Boise Cascade’s independent Board Chair. He has served as a director since the company’s IPO in February 2013, became Board Chair in March 2015, and has been classified as an independent director since 2020. Carlile previously served as Boise Cascade’s Chief Executive Officer (2009–2015) and earlier as EVP/CFO (2004–2009), bringing over four decades of company and industry experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boise Cascade Company | Chief Executive Officer | 2009–2015 | Led post-divestiture transformation; operational and industry expertise |
| Boise Cascade Company | EVP & CFO | 2004–2009 | Finance leadership through corporate restructuring |
| Boise Cascade Company | Board Chair | March 2015–present | Independent Board Chair; governance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDACORP, Inc. (Idaho Power) | Director | 2014–2023 | Utility oversight; finance and governance contribution |
| Boise Cascade Holdings, L.L.C. (former parent) | Director | 2009–2014 | Board service through parent company wind-down |
Board Governance
- Role: Independent Board Chair; no standing committee memberships as Chair .
- Independence: Board determined all directors except the CEO are independent; Carlile is independent (designation since 2020) .
- Meeting attendance: Board met 6 times in 2024; committees met 14 times; all directors attended at least 75% of meetings, and all attended the 2024 annual meeting .
- Board leadership: Separate Chair and CEO; Lead Independent Director (David Hannah) since 2024 with robust responsibilities (agenda approval, executive sessions, recruitment, shareholder liaison) .
- Committee refreshment: 2024 refresh of Audit and Corporate Governance & Nominating committee chairs and Lead Independent Director .
- Executive/independent sessions: Independent directors meet at least twice per year outside presence of non-independent directors; committees and Board hold executive sessions regularly .
- Mandatory retirement age: 75; Board planning further refresh in 2026 consistent with policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash retainer | $95,000 | Standard non-employee director retainer |
| Board Chair additional cash retainer | $110,000 | Chair premium |
| 2024 Equity award (standard) | $135,000 | 980 RSUs granted March 1, 2024; service-based; vested Mar 1, 2025 |
| Board Chair additional equity | $25,000 | 181 RSUs granted Mar 1, 2024; vested Mar 1, 2025 |
| 2024 Fees Earned in Cash (actual) | $205,000 | Includes base retainer + Chair cash retainer |
| 2024 Stock Awards (actual fair value) | $159,974 | Value at grant; 1,161 RSUs to Chair (980 + 181) |
| Pension/Deferred earnings | $0 | No pension; directors may defer cash at imputed interest; Carlile had no above‑market deferred earnings in 2024 |
Performance Compensation
- Director equity is time-based RSUs only; no performance-based director awards, options, or SARs disclosed for directors .
- RSU grant details (Carlile):
- Grant date: March 1, 2024; quantity: 1,161 RSUs (standard 980 + Chair 181); grant date fair value: $159,974 (standard) + $24,940 (Chair add-on) .
- Vesting: Single installment on March 1, 2025 (service-conditioned) .
| Metric | Grant Date | Shares Granted | Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSUs (Chair total) | Mar 1, 2024 | 1,161 | $159,974 (standard) + $24,940 (additional) | Vested Mar 1, 2025 | None (time-based) |
Other Directorships & Interlocks
| Company | Current Role | Interlock/Conflict Notes |
|---|---|---|
| None | — | No current public company boards; no compensation committee interlocks involving Boise Cascade’s executives; committee uses independent consultant FW Cook and found no consultant conflicts . |
Expertise & Qualifications
- Former CEO and CFO of Boise Cascade; deep accounting/financial and operating expertise; public company leadership experience .
- Board skills matrix underscores board-wide proficiency in accounting/financial reporting, industry/supply chain, M&A, governance/ethics, and HR/compensation oversight aligned to strategy .
Equity Ownership
| Holder | Shares Owned (3/5/2025) | Right to Acquire ≤60 days | % of Class | Notes |
|---|---|---|---|---|
| Thomas Carlile | 27,906 | 9,847 (prior RSUs deliverable post-board departure) | <1% | Delivery of older vested RSUs occurs six months + one day after termination as director |
| Directors & Officers (16 persons) | 351,721 | 70,064 | 1.11% | Group ownership |
- Director Stock Ownership Guidelines: 5x annual cash retainer; each director has met or is on track within five years .
- Hedging/Pledging: Prohibited for directors under Insider Trading Policy; no pledging reported; hedging/monetizing transactions barred .
- Related-party transactions/family relationships: None in 2024; directors must recuse from matters impacting personal interests .
Governance Assessment
-
Strengths:
- Independent Board Chair with deep company and sector experience; separate CEO and Chair roles enhance oversight .
- Robust Lead Independent Director with codified responsibilities; routine executive sessions; independent committee membership across Audit, Compensation, and Governance .
- Director compensation balanced: moderate cash + time-based equity; clear ownership guidelines fostering alignment; no hedging/pledging .
- No related-party transactions; strong shareholder engagement; responsiveness evidenced by shifting executive PSUs to 3-year ROIC periods after feedback (pay-for-performance signal) .
-
Potential Watch Items:
- Former CEO as current Chair may warrant continued emphasis on independence safeguards; Board addresses via designated Lead Independent Director and independent committee leadership .
- Mandatory retirement age 75 and planned refresh in 2026 imply board transition planning as Carlile nears retirement horizon (age 73) .
-
Red Flags: None identified for Carlile in 2024 disclosures (no related party transactions, no pledging/hedging, attendance threshold met, pay structure straightforward) .
Overall signal: Governance structures and director incentives indicate alignment with shareholder interests; independence and board process mitigations are in place to balance Carlile’s prior executive role, supporting investor confidence .