Karen Gowland
Director at PKG
Board
About Karen Gowland
Karen E. Gowland, 66, joined PKG’s board in May 2024 and is classified as an independent director. She brings 30+ years of legal and compliance leadership in forest products, paper, and packaging, including General Counsel and Corporate Secretary roles at Boise Inc. and Boise Cascade L.L.C.; she retired in March 2014 after PKG acquired Boise Inc. in October 2013 . She self-identifies as a Caucasian female .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boise Cascade L.L.C. | Vice President, General Counsel & Corporate Secretary | Oct 2004 – Feb 2008 | Legal and governance leadership in forest products |
| Boise Inc. | Vice President, General Counsel & Corporate Secretary | Feb 2008 – Jul 2010 | Promoted to SVP, GC & Corporate Secretary in July 2010 |
| Boise Inc. | Senior Vice President, General Counsel & Corporate Secretary | Jul 2010 – Oct 2013 | Role continued until PKG’s acquisition of Boise Inc. in Oct 2013 |
| Packaging Corporation of America | Non-executive position post-acquisition; retired | Oct 2013 – Mar 2014 | Non-executive capacity between acquisition and retirement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boise Cascade Company | Director | Current | Producer of engineered wood products and building products distributor |
Board Governance
- Independence: The board determined Gowland is independent, given the time since employment at Boise, non-executive status post-acquisition, and receipt only of retirement benefits not contingent on current service .
- Committee assignments: Member, Nominating & Governance Committee (Chair: Roger B. Porter) and Compensation Committee (Chair: Thomas S. Souleles) .
- Attendance and meetings: Board met four times in 2024; all nominees attended at least 75% of board and relevant committee meetings; directors attended the 2024 annual meeting .
- Lead independent director: Samuel M. Mencoff; independent directors meet in executive session at every regularly scheduled board meeting .
- Committee meeting cadence: Nominating & Governance met three times; Compensation met six times in 2024 .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $123,750 | Partial-year cash due to May 2024 board entry |
| Stock awards (fully vested) | $109,981 | 616 fully vested shares granted May 7, 2024 at $178.54 |
| Change in pension value & nonqualified deferred compensation earnings | $9,930 | Related to Boise legacy plans |
| Total | $243,661 |
- Fee structure: Non-management directors receive $275,000 annually, split into $165,000 cash and $110,000 fully vested shares; additional cash fees: Lead Director $35,000, Audit Chair $25,000, other committee chairs $20,000; equity awards are fully vested at grant .
- 2024 equity grant detail: 616 fully vested shares awarded May 7, 2024 (closing price $178.54) .
- Director compensation positioning: PKG’s 2024 director compensation was approximately at the median of its peer group .
Pension Benefits (legacy Boise plans assumed at acquisition):
| Plan | Years of Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year |
|---|---|---|---|
| Boise Paper Holdings, L.L.C. Consolidated Pension Plan Salaried Employees Supplement (Plan 3) | 25.83 | $876,295 | $58,481 |
| Boise Paper Holdings, L.L.C. Supplemental Early Retirement Plan for Certain Elected Officers (Plan 4) | 25.83 | $0 (benefit ceased at age 65 in Feb 2024) | $20,647 |
Performance Compensation
| Equity Grant Type (Director) | Grant Date | Shares/Units | Vesting Mechanism | Grant Date Fair Value |
|---|---|---|---|---|
| Fully vested share grant | May 7, 2024 | 616 | Fully vested at grant | $109,981 |
- Directors do not receive performance-conditioned equity (no PSUs/options); equity is delivered as fully vested shares to align interests without meeting-based fees .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| Boise Cascade Company | Director | PKG’s independence review found Gowland independent despite prior Boise employment; no reportable related-party transactions disclosed involving her . |
Expertise & Qualifications
- 30 years’ legal and compliance experience in forest products, paper, and packaging; 15+ years as Corporate Secretary for public/private entities .
- Executive GC experience addressing governance, legal risk, and industry issues relevant to PKG .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Karen E. Gowland | 916 | <1% |
- Ownership guidelines: Non-management directors must hold stock with value ≥$450,000; participants have five years to comply; the committee monitors compliance and notes all non-management directors are in compliance or making adequate progress .
- Trading restrictions: Directors are prohibited from hedging, short selling, and pledging PKG stock; trades require pre-clearance and blackout periods are enforced .
Governance Assessment
- Strengths: Dual committee service (Compensation; Nominating & Governance) supports board effectiveness; independence affirmed with specific analysis of legacy Boise benefits; attendance standards met; robust trading policy and ownership guidelines reinforce alignment; compensation committee uses an independent consultant (FW Cook), and Gowland is a signatory to the committee report .
- Pay and alignment: Director pay mix is cash+fully vested equity, positioned at peer median, with no meeting fees and shareholder-approved caps; equity grants are straightforward and not performance-conditioned, reducing complexity and potential misalignment .
- Conflicts and related-party exposure: No reportable related-party transactions involving Gowland; independence explicitly addressed despite legacy Boise ties; current external directorship at Boise Cascade merits ongoing monitoring for potential counterpart relationships, though none reported for 2024 .
- Board environment: Lead independent director structure with regular executive sessions; board met quarterly; committee cadence indicates engagement; governance processes (annual evaluation, related-party policy) appear disciplined .
- Signals: Strong say-on-pay support (~94% in prior year) supports broader investor confidence in PKG’s governance and pay practices, indirectly reinforcing board oversight quality .
RED FLAGS: None identified specific to Gowland. Monitor for any future related-party transactions with Boise Cascade; verify continued progress toward director ownership guideline within five-year window (policy indicates adequate progress across directors) .