Stock-Based Compensation

In February 2017 and 2016, we granted two types of stock-based awards under our incentive plans: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

During the three months ended March 31, 2017, we granted 178,021 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the number of shares actually awarded will range from 0% and 200% of the target amount, depending upon Boise Cascade's 2017 return on invested capital (ROIC), determined in accordance with the related grant agreement. For the other employees, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2017 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, determined in accordance with the related grant agreement. Because the ROIC and EBITDA components contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

During the three months ended March 31, 2016, we granted 418,344 PSUs to our officers and other employees, subject to performance and service conditions. During the 2016 performance period, officers and other employees earned 97% and 104%, respectively, of the target based on Boise Cascade’s 2016 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.

During the three months ended March 31, 2017 and 2016, we granted an aggregate of 208,888 and 327,993 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The PSUs granted to officers in 2017, if earned, generally vest over a three year period from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date. All PSU grants are subject to final determination of meeting the performance condition by the Compensation Committee of our board of directors. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest over a one-year period.

We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the three months ended March 31, 2017 and 2016, the total fair value of PSUs and RSUs vested was $7.9 million and $1.8 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2017:



	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2016	448,500		$	18.16	387,287		$	19.73
Granted	178,021		27.05		208,888		27.05
Performance condition adjustment (a)	5,175		16.56		—		—
Vested	(109,755	)	19.83		(172,746	)	20.07
Forfeited (b)	(8,457	)	16.56		—		—
Outstanding, March 31, 2017	513,484		$	20.89	423,429		$	23.20

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(a)	Amount represents additional PSU's earned during the three months ended March 31, 2017 based on the performance condition adjustment, as other employees earned 104% of the target based Boise Cascade's 2016 EBITDA.


(b)	Total PSUs forfeited during the three months ended March 31, 2017 reflects 8,457 shares related to the performance condition adjustment, as officers earned 97% of the target based on Boise Cascade’s 2016 ROIC.

Compensation Expense

We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our share-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs, RSUs, and stock options net of forfeitures, was as follows:



	Three Months Ended March 31
	2017		2016
	(thousands)
PSUs	$	921	$	706
RSUs	1,081		906
Stock options	—		81
Total	$	2,002	$	1,693

The related tax benefit for the three months ended March 31, 2017 and 2016, was $0.8 million and $0.6 million, respectively. As of March 31, 2017, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $17.5 million. This expense is expected to be recognized over a weighted-average period of 2.2 years.