Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

In first quarter 2024 and 2023, we granted two types of stock-based awards under our incentive plan: performance stock units (PSUs) and restricted stock units (RSUs).

PSU and RSU Awards

During the three months ended March 31, 2024, we granted 60,207 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the PSUs granted are subject to a three-year performance period. The number of shares actually awarded will range from 0% to 200% of the target amount. Achievement is measured in annual sub-periods, based on Boise Cascade's return on invested capital (ROIC) for 2024, 2025, and 2026. The average achievement for the three years included in the performance period will determine the number of earned PSUs, 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 PSUs granted are subject to a one-year performance period. The number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2024 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.

During the three months ended March 31, 2023, we granted 93,282 PSUs to our officers and other employees, subject to performance and service conditions. The PSUs granted were subject to a one-year performance period. During the 2023 performance period, officers and other employees both earned 200% of the target based on Boise Cascade's 2023 ROIC and EBITDA, 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.

During the three months ended March 31, 2024 and 2023, we granted an aggregate of 71,168 and 115,060 RSUs, 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 PSU and RSU awards on the closing market price of our common stock on the grant date. During the three months ended March 31, 2024 and 2023, the total fair value of PSUs and RSUs vested was $31.1 million and $16.8 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2024:


	PSUs			RSUs
	Number of shares	Weighted Average Grant-Date Fair Value		Number of shares	Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2023	287,106	$	66.51	178,511	$	70.13
Granted	60,207	137.79		71,168	137.79
Performance condition adjustment (a)	91,227	69.33		—	—
Vested	(130,296)	56.53		(95,296)	68.26
Forfeited	(8,924)	72.08		(5,234)	71.90
Outstanding, March 31, 2024	299,320	$	85.89	149,149	$	103.54

_______________________________

(a) Represents additional PSUs granted during the three months ended March 31, 2024, related to above-target achievement of the 2023

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:


	Three Months Ended March 31
	2024		2023
	(thousands)
PSUs	$	2,277	$	1,814
RSUs	1,828		1,510

Total	$	4,105	$	3,324

The related tax benefit for the three months ended March 31, 2024 and 2023, was $1.0 million and $0.9 million respectively. As of March 31, 2024, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $32.5 million. This expense is expected to be recognized over a weighted-average period of 2.2 years.