Long-Term Incentive Compensation Plans

12 Months Ended

Dec. 31, 2023

Stock-Based Compensation

In April 2016, we adopted the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan), which superseded the 2013 Incentive Compensation Plan (2013 Incentive Plan). After the effective date of the 2016 Incentive Plan, no awards may be granted under the 2013 Incentive Plan. The 2016 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, cash-based compensation, and performance awards. Directors, officers, and other employees, as well as consultants and advisors, are eligible for grants under the 2016 Incentive Plan. These awards are at the discretion of the compensation committee of our board of directors, and they vest and expire in accordance with terms established at the time of grant. All awards under the 2016 Incentive Plan, other than stock options or stock appreciation rights, are eligible to participate in dividend or dividend equivalent payments, if any, which we accrue to be paid if and when the awards vest. Shares issued pursuant to awards under the incentive plans are from our authorized, but unissued shares. The maximum number of shares approved for grant under the 2016 Incentive Plan is 3.7 million shares.

In 2023, 2022, and 2021, we granted two types of stock-based awards under the 2016 Incentive Plan: performance stock units (PSUs) and restricted stock units (RSUs). As of December 31, 2023, 2.0 million shares remained available for future issuance under the 2016 Incentive Plan.

PSU and RSU Awards

In 2023, we granted 93,282 PSUs to our officers and other employees, subject to performance and service conditions, at a weighted average grant date fair value of $69.33. For the officers, the number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade's 2023 return on invested capital (ROIC), as approved by our compensation committee in accordance with the related grant agreement. We define ROIC as net operating profit after taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax financing expense. Invested capital is defined as total assets plus capitalized lease expense, less cash, cash equivalents, and current liabilities, excluding short-term debt. 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 2023 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement. Because the PSUs contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

In 2022 and 2021, we granted 66,180 and 73,265 PSUs, at a weighted average grant date fair value of $79.81 and $52.45, respectively, to our officers and other employees, subject to performance and service conditions. During the 2022 performance period, officers and other employees earned 152% and 200%, respectively, of the target based on Boise Cascade's 2022 ROIC and EBITDA results, as applicable, determined by our compensation committee and executive management, as applicable, in accordance with the related grant agreements. During the 2021 performance period, officers and other employees both earned 200% of the target based on Boise Cascade’s 2021 ROIC and EBITDA results, as applicable, determined by our compensation committee and executive management, as applicable, in accordance with the related grant agreements.

The PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

In 2023, 2022, and 2021, we granted an aggregate of 116,454, 86,869, and 101,059 RSUs, at a weighted average grant date fair value of $69.58, $79.92, and $52.95, respectively, to our officers, other employees, and nonemployee directors with only service conditions. 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 in a single installment after a one year period.

We based the fair value of the PSU and RSU awards on the closing market price of our common stock on the grant date. During the years ended December 31, 2023, 2022, and 2021, the total fair value of PSUs and RSUs vested was $16.8 million, $12.0 million, and $9.2 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the year ended December 31, 2023:


	PSUs			RSUs
	Number of shares	Weighted Average Grant-Date Fair Value		Number of shares	Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2022	317,854	$	51.46	155,339	$	65.17
Granted	93,282	69.33		116,454	69.58
Performance condition adjustment (a)	39,873	79.80		—	—
Vested	(154,794)	40.61		(87,632)	60.64
Forfeited	(9,109)	68.72		(5,650)	69.77
Outstanding, December 31, 2023	287,106	$	66.51	178,511	$	70.13

__________________

(a) Represents additional PSUs granted during the year ended December 31, 2023, related to above-target achievement of the 2022 performance condition described above.

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 compensation expense for stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our stock-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:


	Year Ended December 31
	2023		2022		2021
	(thousands)
PSUs	$	9,056	$	6,757	$	4,240
RSUs	6,354		5,113		3,671

Total	$	15,410	$	11,870	$	7,911

For the years ended December 31, 2023, 2022, and 2021, the related tax benefit was $3.9 million, $3.0 million, and $2.0 million, respectively. As of December 31, 2023, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $18.4 million. This expense is expected to be recognized over a weighted-average period of 1.8 years.

Long-Term Incentive Cash Plan

In 2023, 2022, and 2021, certain non-executive employees participated in a long-term incentive plan that pays awards in cash (LTI Cash Plan). The LTI Cash Plan provides participants with the opportunity to earn a cash award, half of which is subject to service conditions only, with the other half subject to performance and service conditions. For the performance based cash award, the amount of cash actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade's EBITDA, determined by executive management in accordance with the related grant agreement. Under the LTI Cash Plan, the award is paid in three equal installments each year after the grant date, with continued employment as a precondition for receipt of each award installment. We recognize compensation expense for cash awards with only service conditions on a straight-line basis over the requisite service period. Cash awards subject to performance conditions are also recognized on a straight-line basis over the requisite service period, based on the most probable amount of cash to be paid subject to achievement of the performance condition.

In 2023, 2022, and 2021, we recognized $6.0 million, $5.9 million, and $5.3 million, respectively, of LTI Cash Plan expense, which is recorded in "Materials, labor, and other operating expenses (excluding depreciation)," "Selling and distribution expenses," or "General and administrative expenses" in our Consolidated Statements of Operations. During the 2022 and 2021 performance periods, cash awards earned 200% of the target based on Boise Cascade’s 2022 and 2021 EBITDA, respectively, determined by executive management in accordance with the related grant agreements.