Long-Term Incentive Compensation Plans

Stock-Based Compensation

In February 2013, we adopted the 2013 Incentive Compensation Plan (2013 Incentive Plan), which was superseded by the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan), which was approved by our stockholders and became effective in April 2016. After the effective date of the 2016 Incentive Plan, no awards were 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 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 February 2018 and 2017, we granted two types of stock-based awards under the 2016 Incentive Plan: performance stock units (PSUs) and restricted stock units (RSUs). In February 2016, we granted two types of stock-based awards under the 2013 Incentive Plan: PSUs and RSUs. As of December 31, 2018, 2.6 million shares remained available for future issuance under the 2016 Incentive Plan.

PSU and RSU Awards

In 2018, we granted 78,976 PSUs to our officers and other employees, subject to performance and service conditions, at a weighted average grant date fair market value of $43.05. For the officers, the number of shares actually awarded will range from 0% to 200% of the target amount, dependent upon Boise Cascade's 2018 return on invested capital (ROIC), as approved by our Compensation Committee 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 2018 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. The PSUs granted to officers in 2018, if earned, generally vest in a single installment three years from the grant date, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

In 2017 and 2016, we granted 178,021 and 418,344 PSUs, at a weighted average grant date fair market value of $27.05 and $16.56, respectively, to our officers and other employees, subject to performance and service conditions. During the 2017 performance period, officers and other employees earned 135% and 145%, respectively, of the target based on Boise Cascade’s 2017 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreements. 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 agreements.

In 2018, 2017, and 2016, we granted an aggregate of 99,087, 214,035, and 335,820 RSUs, at a weighted average grant date fair market value of $43.08, $27.10, and $16.73, 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 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 years ended December 31, 2018, 2017, and 2016, the total fair value of PSUs and RSUs vested was $15.4 million, $8.5 million, and $2.8 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plans for the year ended December 31, 2018:



	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2017	487,160		$	20.76	403,252		$	23.06
Granted	78,976		43.05		99,087		43.08
Performance condition adjustment (a)	67,835		27.05		—		—
Vested	(187,606	)	20.20		(199,414	)	23.47
Forfeited	(16,577	)	25.78		(13,752	)	25.57
Outstanding, December 31, 2018	429,788		$	25.90	289,173		$	29.52

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(a)	Performance condition adjustment represents additional PSU's granted, as other employees earned 145% of the target based on Boise Cascade's 2017 EBITDA and officers earned 135% of the target based on Boise Cascade's 2017 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:



	Year Ended December 31
	2018		2017		2016
	(thousands)
PSUs	$	4,005	$	4,923	$	4,114
RSUs	4,826		4,807		3,982
Stock options	—		—		81
Total	$	8,831	$	9,730	$	8,177

For the years ended December 31, 2018, 2017, and 2016, the related tax benefit was $2.2 million, $2.5 million, and $3.1 million, respectively. As of December 31, 2018, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $8.4 million. This expense is expected to be recognized over a weighted-average period of 1.6 years.

Long-Term Incentive Cash Plan

In 2018, certain non-executive employees participated in a long-term incentive plan that pays awards in cash (LTI Cash Plan). The LTI Cash Plan provides an award notice to participants granting them 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 2018 EBITDA, determined 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 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. We recognized $1.4 million of LTIP Cash Plan expense in 2018, primarily recorded in "General and administrative expenses" in our Consolidated Statements of Operations. There was no LTIP Cash Plan expense recorded during 2017 and 2016.