Long-Term Incentive Compensation Plans

12 Months Ended

Dec. 31, 2019

Long-Term Incentive Compensation Plans [Text Block]

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In February 2013, we adopted the 2013 Incentive Compensation Plan (2013 Incentive Plan), which was superseded by the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan), which was approved by our stockholders and became effective in April 2016.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 2019, 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). As of December 31, 2019, 2.5 million shares remained available for future issuance under the 2016 Incentive Plan.

PSU and RSU Awards

In 2019, we granted 110,923 PSUs to our officers and other employees, subject to performance and service conditions, at a weighted average grant date fair value of $29.48. For the officers, the number of shares actually awarded will range from 0% to 200% of the target amount, dependent upon Boise Cascade's 2019 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 2019 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.

In 2018 and 2017, we granted 78,976 and 178,021 PSUs, at a weighted average grant date fair value of $43.05 and $27.05, respectively, to our officers and other employees, subject to performance and service conditions. During the 2018 performance period, officers and other employees earned 100% and 110%, respectively, of the target based on Boise Cascade’s 2018 ROIC and EBITDA, determined by our Compensation Committee in accordance with the related grant agreements. 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.

The PSUs granted to officers 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 2019, 2018, and 2017, we granted an aggregate of 167,861, 99,087, and 214,035 RSUs, at a weighted average grant date fair value of $29.13, $43.08, and $27.10, 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, 2019, 2018, and 2017, the total fair value of PSUs and RSUs vested was $11.4 million, $15.4 million, and $8.5 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the year ended December 31, 2019:



	PSUs				RSUs
	Number of shares		Weighted Average Grant-Date Fair Value		Number of shares		Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2018	429,788		$	25.90	289,173		$	29.52
Granted	110,923		29.48		167,861		29.13
Performance condition adjustment (a)	1,443		43.05		—		—
Vested	(223,840	)	19.97		(183,403	)	26.44
Forfeited	(22,967	)	35.26		(16,067	)	34.65
Outstanding, December 31, 2019	295,347		$	31.09	257,564		$	31.14

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(a)	Represents additional PSUs granted to non-officers based on achievement of 2018 EBITDA in excess of target.

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 and RSUs, net of forfeitures, was as follows:



	Year Ended December 31
	2019		2018		2017
	(thousands)
PSUs	$	3,340	$	4,005	$	4,923
RSUs	4,633		4,826		4,807
Total	$	7,973	$	8,831	$	9,730

For the years ended December 31, 2019, 2018, and 2017, the related tax benefit was $2.0 million, $2.2 million, and $2.5 million, respectively. As of December 31, 2019, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $7.3 million. This expense is expected to be recognized over a weighted-average period of 1.7 years.

Long-Term Incentive Cash Plan

In 2019 and 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 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.

In 2019 and 2018, we recognized $2.2 million and $1.4 million, respectively, of LTIP Cash Plan expense, primarily recorded in "General and administrative expenses" in our Consolidated Statements of Operations. There was no LTIP Cash Plan expense recorded during 2017. During the 2018 performance period, cash awards earned 110% of the target based on Boise Cascade’s 2018 EBITDA, determined by our Compensation Committee in accordance with the related grant agreement.