Linda Breard
About Linda M. Breard
Independent director of PotlatchDeltic (PCH) since October 2015; age 55. Certified public accountant and former CFO with extensive financial reporting, internal controls, IT, HR, operations, and supply chain oversight across public tech and healthcare organizations. Current external public company board roles include Insight Enterprises (Audit Chair; Compensation Committee) and Paylocity (Audit Committee). Tenure at PCH includes chairing the Audit Committee and serving on the Compensation Committee, with the Board affirming her independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Impinj (public technology company) | CFO Consultant/Interim CFO; later Strategic Consultant to CEO with responsibility for HR, IT, facilities, worldwide operations | Mar 2018–Dec 2020; Interim CFO until Feb 17, 2020 | Led finance function; continued strategic ops advisory through 2020 |
| Kaiser Permanente Washington | EVP & CFO | Feb–Jul 2017 | Led finance post-acquisition of Group Health |
| Group Health Cooperative (HMO) | EVP & CFO | Feb 2016–Feb 2017 | Finance leadership through Kaiser acquisition |
| Quantum Corporation (public data storage) | CFO; SVP Finance, IT & Facilities; SVP HR & Corp Communications | CFO 2011–2016; SVP roles 2009–2016 | Enterprise finance, controls, IT, HR, communications oversight |
| Advanced Digital Information Corporation (public data storage) | VP | Pre-2006 (joined Quantum via acquisition in 2006) | Financial leadership track |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Insight Enterprises, Inc. (public global technology) | Director; Audit Committee Chair; Compensation Committee member | Since Feb 2018 | Audit (Chair), Compensation |
| Paylocity Holding Corporation (public HCM software) | Director; Audit Committee member | Since Oct 2023 | Audit |
Board Governance
- Independence: Independent director; only the Chair (Covey) and CEO (Cremers) are non-independent. All Board committees (Audit; Compensation; Nominating) are entirely independent.
- Committee assignments (2024): Audit Committee Chair; Compensation Committee member. Audit Committee met 8 times; Compensation Committee met 4 times; Nominating Committee met 4 times.
- Audit Committee qualifications: Board determined Linda M. Breard is an SEC-defined “audit committee financial expert.”
- Attendance: Board met 4 times in 2024; no director attended less than 75% of Board and committee meetings. Six directors attended the 2024 annual meeting.
- Lead Independent Director: Lawrence S. Peiros serves as Lead Director (Vice Chair); independent executive sessions occur at each regular Board meeting.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Executive Compensation & Personnel Policies | Member | 4 |
| Nominating & Corporate Governance | — | 4 (committee overall) |
Fixed Compensation
| Component | Amount/Structure | Details |
|---|---|---|
| Cash Fees (2024) | $114,500 | Board member $75,000; Audit Chair $20,000; Audit member $12,000; Compensation member $7,500 (chairs typically receive both chair and member retainers) |
| Equity (2024 RSUs) | $130,000 grant-date value | 3,026 RSUs granted May 9, 2024; vest on first anniversary (earlier vesting possible upon mandatory retirement at age 72); dividend equivalents accrue in stock units |
| Total (2024) | $244,500 | Sum of cash + equity; no other compensation disclosed for Breard |
| Director Fee Schedule (unchanged in 2024) | Fee |
|---|---|
| Board Member cash retainer | $75,000 |
| Chair of the Board (non-employee) | $105,000 |
| Lead Director | $25,000 |
| Audit Committee – Member / Chair | $12,000 / $20,000 |
| Compensation Committee – Member / Chair | $7,500 / $15,000 |
| Nominating Committee – Member / Chair | $5,000 / $12,500 |
- Deferrals: Directors may defer fees into stock units or interest-bearing accounts; in 2024, Driscoll and Peiros deferred, but no deferral election disclosed for Breard.
- Director ownership guidelines: Minimum holding equal to 5× annual cash retainer; all non-employee directors were in compliance as of Dec 31, 2024 (units count toward compliance).
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics or options are used for director pay. RSUs vest on time-based schedules; dividend equivalents accrue; no performance share program applies to directors.
Other Directorships & Interlocks
- Compensation Committee interlocks: In 2024, Compensation Committee members (including Breard) were not officers/employees of PCH and had no cross-committee relationships with PCH executives at other companies—no interlocks or insider participation.
- Related-party transactions: None in 2024 requiring disclosure or Audit Committee approval.
Expertise & Qualifications
- CPA with substantial capital markets, financial reporting, and internal controls expertise; executive experience over finance, IT, HR, operations, supply chain, and corporate communications—supports Audit Chair role and Compensation Committee service.
- Audit committee financial expert designation per SEC rules.
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Class | Common Stock Units |
|---|---|---|---|
| Linda M. Breard | — | — | 27,214 |
| Director RSU/Stock Unit Holdings (Dec 31, 2024) | — | — | 27,214 |
- Notes: Stock units have no voting power; they include unvested RSUs, deferred units, and dividend equivalents. Units count toward ownership guidelines; unvested RSUs and unearned performance shares do not count.
Governance Assessment
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Strengths
- Independent Audit Chair with SEC “financial expert” status; committee fully independent; robust oversight of enterprise risk, carbon accounting, and corporate responsibility-related audit matters.
- High engagement and attendance; Audit Committee convened 8 times; Board had full compliance with attendance thresholds.
- Transparent, market-aligned director pay structure advised by independent consultant (Semler Brossy); stable cash/equity mix; time-based RSUs avoid pay complexity and options risk.
- Strong conduct policies: prohibition on hedging and pledging for directors and officers; clawback regimes adopted under Nasdaq Rule 5608 and broader misconduct recovery policy.
- Shareholder sentiment signal: 2024 say‑on‑pay passed with over 96% support, indicating overall investor confidence in compensation governance.
-
Watch items and potential signals
- Direct share ownership is not disclosed for Breard (units only), though units count for guidelines; continued monitoring of ownership alignment is prudent.
- Multiple external tech board commitments (Insight, Paylocity); no conflicts disclosed with PCH, but ongoing assessment of time/attention and information flow remains appropriate.
- Chair/Member fee stacking on Audit Committee implies significant workload; ensure continued meeting cadence and oversight quality remain high amid evolving ESG and cyber risk.
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Red flags
- None disclosed: no related-party transactions, no hedging/pledging, and no attendance issues.