Wayne M. Rancourt
About Wayne M. Rancourt
Wayne M. Rancourt, age 62, is an independent director at Commercial Vehicle Group (CVGI) since July 2016 and serves as Audit Committee Chair and a member of the Compensation Committee; he retired in May 2021 as Executive Vice President, Chief Financial Officer & Treasurer of Boise Cascade Company, and holds a B.S. in Accounting from Central Washington University . He is designated an “audit committee financial expert” under SEC rules, and the Board has affirmed his independence per Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Vehicle Group (CVGI) | Independent Director; Audit Committee Chair; Compensation Committee Member | Director since July 2016 | Audit Committee Chair; Compensation Committee member; audit committee financial expert designation |
| Boise Cascade Company | EVP, CFO & Treasurer (retired) | Aug 2009 – May 2021 | Led finance, investor relations, strategic planning, internal audit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lateral Investment Management | Operating Partner | Current | Private equity operating partner; also noted as CVGI audit chair; non-profit board activity cited |
| Idaho Community Foundation | Board Member | Appointed June 16, 2025 | Non-profit governance role in Idaho |
| The Nature Conservancy of Idaho | Board Trustee | Not disclosed | Non-profit board trustee (as per Lateral IM profile) |
Board Governance
- Independence: The Board determined Rancourt (and all committee members) are independent under Nasdaq rules; Rancourt is designated an audit committee financial expert .
- Attendance: All directors attended 100% of Board and committee meetings in 2024, and all attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session eight times in 2024 and two times in 2025 to date .
- Committee scope: Audit Committee held 8 meetings in 2024; Compensation Committee held 5; NG&S Committee held 4; each committee comprised entirely of independent directors .
| Governance Attribute | 2024/2025 Value |
|---|---|
| Independence status | Independent director; audit committee financial expert |
| Committees | Audit (Chair); Compensation (Member) |
| Board & committee attendance | 100% in 2024; attended 2024 Annual Meeting |
| Audit Committee meetings | 8 in 2024 |
| Compensation Committee meetings | 5 in 2024 |
| NG&S Committee meetings | 4 in 2024 |
| Independent director executive sessions | 8 in 2024; 2 in 2025 YTD |
Fixed Compensation
| Component | 2024 Amount / Detail |
|---|---|
| Annual cash retainer (non-employee director) | $85,000 |
| Audit Committee Chair fee | $20,000 |
| Fees earned (Rancourt) | $105,000 |
| Annual equity grant (restricted stock) | Target value $120,000; 20,431 shares granted May 16, 2024; accounting grant-date fair value $109,510 |
| Grant pricing basis | Average closing price for 20 trading days prior to May 16, 2024: $5.87; closing price on grant date: $5.36 |
| Vesting | Cliff vests on first to occur of May 16, 2025 or the 2025 Annual Meeting |
| Total compensation (Rancourt) | $214,510 |
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance-based director equity (PSUs) | None disclosed; annual director equity is time-based restricted stock |
| Option awards | None for directors in 2024 |
| Meeting fees | Not disclosed; compensation structured via retainer/chair fees |
| Clawbacks / hedging / pledging | Hedging prohibited; margin accounts prohibited; pledging prohibited except by prior Board approval and only if financial capacity to repay without pledged securities is clearly demonstrated |
The Compensation Committee reviews say‑on‑pay results for executives and oversees the 2020 Equity Incentive Plan; director compensation uses fixed cash and time-based restricted stock without stated performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (besides CVGI) | None disclosed in CVGI proxy biography for Rancourt |
| Private company roles | Operating Partner, Lateral Investment Management |
| Non-profit roles | Board Member, Idaho Community Foundation (appointed June 16, 2025); Board Trustee, The Nature Conservancy of Idaho |
| Interlocks with CVGI customers/suppliers | None disclosed |
Expertise & Qualifications
- Deep finance background (CFO, treasurer, IR, strategic planning, internal audit) with 30+ years in senior/executive finance roles; BS in Accounting from Central Washington University .
- Audit committee financial expert designation; extensive governance, legal/risk exposure via committee work .
Equity Ownership
| Item | Amount / Status |
|---|---|
| Shares beneficially owned (Rancourt) | 157,783; less than 1% of 34,640,434 shares outstanding as of March 17, 2025 |
| Unvested restricted stock (as of Dec 31, 2024) | 20,431 shares for each non-employee director other than Niew (includes Rancourt) |
| Options outstanding within 60 days | None (no shares subject to options within 60 days of March 17, 2025) |
| Shares pledged as collateral | None pledged by directors and NEOs listed |
| Stock ownership guideline (directors) | Hold value equal to 5× annual cash retainer; no mandated timeline, but no sales until compliant (with certain tax withholding exceptions) |
| Hedging/pledging policy | Hedging and margin accounts prohibited; limited pledge approval possible with strict conditions |
Governance Assessment
- Strengths: Independent audit chair with “financial expert” designation; full meeting attendance; robust pre‑approval policy for auditor services; no pledging/hedging; clear and stringent director ownership guidelines (5× retainer) supporting alignment .
- Compensation alignment: Director pay mix balanced between cash ($105k) and time-based equity ($109.5k FV) with one‑year post‑vesting sale restrictions tied to ownership guideline compliance, signaling alignment without short‑term incentives .
- Conflicts/related party risk: Proxy discloses related‑party review overseen by Audit Committee; no related‑party transactions involving Rancourt are disclosed; beneficial ownership unpledged reduces alignment risk .
- Watch items: External private equity and non‑profit roles appear non-conflicting, but ongoing monitoring for any related‑party transactions remains prudent; explicit compliance status with ownership guidelines is not disclosed and should be confirmed annually .
RED FLAGS: None disclosed regarding low attendance, option repricings, hedging/pledging, or related‑party transactions. Auditor independence maintained via pre‑approval; all services in 2024 were pre‑approved .