James DeCosmo
About James M. DeCosmo
Independent director (Class II) at PotlatchDeltic (PCH) since September 14, 2022; age 66. Former President & CEO of Forestar Group Inc. (2006–2015) and longtime timberlands executive (Temple‑Inland leadership roles overseeing 2.2 million acres). Serves on PCH’s Audit Committee and is deemed independent by the Board; Audit Committee members are “financially literate.” Core credentials: timberland operations, public-company CEO experience, and board service in timber/real estate.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forestar Group Inc. | President & CEO; Director | CEO 2006–2015; Director 2007–2015 | Led real estate operations; public company leadership experience |
| Temple‑Inland Inc. | Group VP (2005–2007); VP, Forest (2000–2005); Director, Forest Management (1999–2000) | 1999–2007 | Managed operations and 2.2 million acres of timberlands |
| Various land management roles (SE U.S.) | Land management positions | Prior to 1999 | Timberland management across southeastern U.S. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CatchMark Timber Trust, Inc. | Director | Apr 2020–Sep 2022 | Served until CatchMark’s merger into PCH subsidiary (9/14/2022) |
| Forestar Group Inc. | Director | 2007–2015 | Public company board experience |
Board Governance
- Independence: Independent director; only PCH’s Chair (Covey) and CEO (Cremers) are non‑independent.
- Committees: Audit Committee member; no disclosed chair roles.
- Attendance: Board met four times in 2024; no director attended <75% of Board/committee meetings on which they served.
- Tenure/class: Director since Sept 14, 2022; nominated for a term expiring in 2028 (Class II).
Fixed Compensation
PCH non‑employee director cash retainer and committee fees (unchanged in 2024):
| Role | Annual Cash Fee |
|---|---|
| Board member | $75,000 |
| Non‑employee Chair | $105,000 |
| Lead Director | $25,000 |
| Audit Committee – Member / Chair | $12,000 / $20,000 |
| Compensation Committee – Member / Chair | $7,500 / $15,000 |
| Nominating & Corporate Governance – Member / Chair | $5,000 / $12,500 |
James M. DeCosmo – Fees earned in cash:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $25,375 | $87,000 | $87,000 |
Notes:
- Directors may defer fees into stock units under the Deferred Compensation Plan for Directors II.
Performance Compensation
Directors receive time‑based RSUs annually; no performance metrics apply. Grants vest on the first anniversary of grant, with dividend‑equivalent stock units credited.
Annual director equity awards (company program terms):
| Grant Date | RSU Units (per director) | Grant‑Date Fair Value |
|---|---|---|
| May 4, 2023 | 2,901 | $130,000 (value per director) |
| May 9, 2024 | 3,026 | $130,000 (value per director) |
Insider-reported director RSU/stock awards (Form 4 – DeCosmo):
| Transaction Date | Type | Shares/Units Acquired | Post‑Txn Ownership | Source (SEC URL) |
|---|---|---|---|---|
| 2023-05-04 | Award (A) | 2,901.138 | 7,664.138 | https://www.sec.gov/Archives/edgar/data/1338749/000120919123027435/0001209191-23-027435-index.htm |
| 2024-05-09 | Award (A) | 3,026.071 | 10,799.537 | https://www.sec.gov/Archives/edgar/data/1338749/000095017024057399/0000950170-24-057399-index.htm |
| 2025-05-08 | Award (A) | 3,407.602 | 14,469.993 | https://www.sec.gov/Archives/edgar/data/1338749/000095017025067433/0000950170-25-067433-index.htm |
(Initial Form 3 filed 2022‑09‑19: https://www.sec.gov/Archives/edgar/data/1327096/000120919122050534/0001209191-22-050534-index.htm)
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported for 2024.
- Current public company boards for DeCosmo: none disclosed in PCH’s proxy; prior public boards: Forestar (2007–2015), CatchMark (2020–2022).
Expertise & Qualifications
- Timberlands operations and large‑scale land management leadership; prior responsibility for 2.2 million acres at Temple‑Inland.
- Public company CEO and director experience (Forestar).
- Audit Committee member; Board determined all Audit members are financially literate.
Equity Ownership
As of March 1, 2025:
| Item | Amount |
|---|---|
| Beneficially Owned Shares | 4,763 shares (<1% of class) |
| Common Stock Units (deferred/RSU-related; non‑voting) | 6,237 units |
| Shares Outstanding (reference point for % calc) | 78,744,504 shares |
| Hedging/Pledging | Company policy prohibits hedging and prohibits pledging by directors and executive officers except in limited pre‑approved cases. No pledging disclosed for DeCosmo in ownership footnotes. |
Ownership alignment:
- Director stock ownership guideline: 5x annual cash retainer within five years; all non‑employee directors were in compliance as of 12/31/2024 (met or within five‑year window).
Governance Assessment
- Board effectiveness: Independent director with deep timber REIT/land operations background; active on Audit Committee; Audit members “financially literate.” Attendance met Board standards in 2024.
- Compensation alignment (director): Mix skews to equity via annual RSUs (e.g., 2024: $87k cash vs $130k equity), aligning interests with shareholders; equity awards are time‑based (no performance metric “gaming”).
- Ownership/skin‑in‑the‑game: Beneficial ownership of 4,763 shares plus 6,237 stock units; subject to prohibitions on hedging and pledging, and director ownership guidelines (5x retainer within 5 years).
- Conflicts/related‑party exposure: No related‑party transactions requiring disclosure in 2024; no interlocks reported.
- Shareholder sentiment: 2024 say‑on‑pay passed (66.32M For vs 2.18M Against), consistent with “over 96%” support referenced in PCH’s 2025 proxy.
- Policy safeguards: Robust clawback policies (Nasdaq Rule 5608 compliant) and separate misconduct‑based recovery policy; explicit prohibitions on hedging and restrictions on pledging.
Director Compensation (Detail)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $25,375 | $87,000 | $87,000 |
| Stock Awards ($) | $0 (no grant listed) | $130,000 | $130,000 |
| Total ($) | $25,375 | $217,000 | $217,000 |
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting | Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| May 6, 2024 | Advisory vote to approve NEO compensation | 66,320,039 | 2,177,653 | 101,617 | 4,889,122 |
Risk Indicators & RED FLAGS
- Related‑party transactions: None requiring disclosure in 2024 (mitigates conflict risk).
- Hedging/pledging: Prohibited (pledging only with committee pre‑approval); no pledging disclosed for DeCosmo.
- Attendance: Met minimum attendance threshold in 2024.
- Interlocks: None reported.
Notes and Sources
- Director bio, age, tenure, and nomination status:
- Independence and Board leadership:
- Committee membership and Audit Committee qualifications:
- Board/committee attendance:
- Director compensation program and fees; equity award structure:
- Ownership tables and outstanding shares:
- Insider trading, hedging/pledging, and clawback policies:
- 2024 say‑on‑pay voting results: