UNITED STATES
Washington,
☒
oNo fee required.oFee paid previously with preliminary materials.oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
UNITED STATES
Washington,
☒
oNo fee required.oFee paid previously with preliminary materials.oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
| | 2801 East Beltline NE Grand Rapids, MI 49525 |
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DATE & TIME | | PLACE | | | RECORD DATE | |
Wednesday, April | ||||||
24, 2024 8:30 a.m. EDT (registration begins at 8:00 a.m. EDT) | | 3310 Eagle Park Dr NE Grand Rapids, MI 49525 | | | February 28, 2024 You can vote if you were a shareholder of record on |
| 1. | | | To elect three directors for three-year terms expiring in |
| 2. | | | To consider and vote upon a proposal to approve an Amendment to the Company’s Articles of Incorporation to authorize an additional 100,000,000 shares of Common Stock. | ||
| | 3. | | | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal |
| 4. | | | To participate in an advisory vote to approve the compensation paid to our Named Executives. |
| 5. | | | To transact such other business as may properly come before the meeting or any adjournment thereof. |
Your vote is important. Even if you plan to attend the meeting, PLEASE VOTE YOUR PROXY PROMPTLY. |
March 17, 2023
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Q: | What is a proxy? |
A: | A proxy is your authorization for someone else to vote for you in the way that you want to vote and allows you to be represented at our Annual Meeting of Shareholders (“Annual Meeting”) if you are unable to attend. When you complete and submit a proxy card, use the automated telephone voting system, or use the Internet voting system, you are submitting a proxy. The Board of Directors of the Company is soliciting this proxy. As used in this proxy statement, the terms “the Company,” “we,” “our” and “us” all refer to UFP Industries, Inc. and its subsidiaries. |
Q: | What is a proxy statement? |
A: | A proxy statement is a document required by the United States Securities and Exchange Commission (“SEC”) to explain the matters on which you are being asked to vote by proxy and to disclose certain related information. This proxy statement was first made available to our shareholders on or about March |
Q: | Why am I receiving my proxy materials electronically instead of receiving paper copies through the mail? |
A: | Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of the proxy statement and annual report. In addition to reducing the amount of paper used in producing these materials, this method lowers the costs associated with mailing the proxy materials to shareholders. |
Q: | Where is this year’s proxy statement available electronically? |
A: | You may view this proxy statement and our |
Q: | Who can vote? |
A: | Only record holders of the |
Q: | What is the difference between a shareholder of record and a “street name” holder? |
A: | If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares. |
Q: | |
How can I vote? |
A: | | | VIA INTERNET: | | | BY TELEPHONE: |
Go to www.proxyvote.comand follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice in hand. The deadline for Internet voting is 11:59 p.m. EDT, April | | | Call toll-free 1-800-690-6903 and follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice in hand. The deadline for voting by telephone is 11:59 p.m. EDT, April | |||
| | IN WRITING: | | | IN PERSON: | |
| | Complete, sign, date and return the proxy card in the return envelope provided with your proxy card, so that it is received no later than April | | | Attend the Annual Meeting to cast your vote. |
Q: | |
Can I revoke my proxy? |
A: | You may revoke a proxy at any time before the |
1. | Delivering written notice of revocation to the Corporate Secretary of the Company, 2801 East Beltline NE, Grand Rapids, MI |
2. | Submitting another properly completed proxy card that is later dated; |
3. | Voting by telephone at a subsequent time; |
4. | Voting via the Internet at a subsequent time; or |
5. | Voting at the Annual Meeting. |
Q: | How many |
A: | In order to carry on the business of the meeting, we must have a quorum. This means that a majority of the shares that are outstanding and entitled to vote as of the Record Date must be present in person or by proxy. Shares are counted as present at the meeting if the shareholder either: |
Q: | What matters will be voted on at the meeting? |
A: | You are being asked to vote on: (i) the election of three directors to serve three-year terms expiring in |
How many votes are needed for each proposal? |
A: | |
Q: | What happens if a nominee is unable to stand for re-election? |
A: | The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than three nominees. We have no reason to believe that any nominee will be unable to stand for re-election. |
Q: | What options do I have in voting on each of the proposals? |
A: | You may vote “for,” “against,” or “abstain” on each proposal properly brought before the |
Q: | Where do I find the voting results of the meeting? |
A: | If available, we will announce voting results at the Annual Meeting. The voting results will also be disclosed on a Form 8-K that we will file with the SEC within four business days after the meeting. |
Q: | Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April |
A: | This proxy statement along with our annual report |
NAME AND ADDRESS OF BENEFICIAL OWNER | | | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1) | | | PERCENT OF CLASS |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | 8,510,709(2) | | 13.83% | ||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 6,882,889(2) | | | 11.91% | ||
Kayne Anderson Rudnick Investment Management, LLC 2000 Avenue of the Stars Suite 1110 Los Angeles, CA 90067 | | | 3,152,738(4) | | | 5.12% |
1. | Except as otherwise indicated by footnote, each named shareholder has sole voting and investment power with respect to the shares indicated. |
2. | BlackRock, Inc., either directly or through affiliated companies, beneficially owned this number of shares, as noted on the Schedule |
3. | The Vanguard Group, either directly or through affiliated companies, beneficially owned this number of shares, as noted on the Schedule |
The Board of Directors recommends a vote |
Matthew J. Missad Chief Executive Officer Chairman of the Board Age: 63 Director since: 2011 | | | MATTHEW J. MISSAD, was appointed Chairman of the Board of our Company on February 2, 2023. He became the fifth Chief Executive Officer in our Company’s history on July 13, 2011. From 1996 to 2011, he was Executive Vice President, General Counsel and Secretary, in addition to serving on the boards of subsidiary entities, including international partnerships. Mr. Missad has been on the board of Independent Bank Corporation since October 2014 and serves on its Compensation Committee. Mr. Missad has a CPA certificate of examination, is a licensed real estate broker and previously operated a licensed mortgage brokerage. Mr. Missad’s experience and exposure to nearly all facets of our business are integral to the growth of our Company. Having led, at various times, the human resources, insurance, marketing, wood preservation, engineering, transportation and compliance teams, and serving on our executive leadership team, he has an ability to understand and motivate people and teams, a capacity to simplify complex issues for sound decision-making, and a well-rounded and deep understanding of our Company’s business, culture, people, markets and opportunities. SERVICE AS A DIRECTOR Director since 2011 |
Thomas W. Rhodes President and CEO of TWR Enterprises, Inc Age: 62 Director since: 2012 | | | THOMAS W. RHODES, is President and Chief Executive Officer of TWR Enterprises, Inc. of Corona, CA, a framing company he founded in 1984. TWR is one of the oldest and largest framing companies in Southern California. Mr. Rhodes has served as a board member of the California Framing Contractors Association, Building Industry Association - Orange County, and the California Professional Association of Specialty Contractors - Orange County/Inland Empire. He was appointed Lead Independent Director of our Company on February 2, 2023. Mr. Rhodes has spent over 40 years building his business while establishing and developing relationships in the residential building and commercial construction industry. Mr. Rhodes’ experience in the site-built construction business and his career as a framing contractor and an entrepreneur provides our Board and management with meaningful insight into this market and its prospects. His creative and strategic-thinking skills have enabled him to branch out into other ventures, including real estate, hotel development and insurance. These experiences provide a unique benefit to his service on our Board. SERVICE AS A DIRECTOR Director since 2012 Lead Director Chairman of Personnel and Compensation Committee |
Brian C. Walker Partner – Strategic Leadership for Huron Capital Age: 62 Director since: 2015 | | | BRIAN C. WALKER, joined the private equity firm of Huron Capital in January 2019 and is an Operating Partner. He retired as Director, President and Chief Executive Officer of Herman Miller, Inc. of Zeeland, MI on August 31, 2018, and previously served as its chief operating officer and chief financial officer. Prior to Herman Miller, he was a Certified Public Accountant with Arthur Andersen. Mr. Walker serves on the board of directors of Gentex Corporation. He served on the board of the Federal Reserve Bank of Chicago-Detroit Branch from 2009 to 2012. Mr. Walker is an audit committee financial expert, as defined by the SEC. His experience as the CEO of a large public company as well as his experience and expertise in finance, international business, executive compensation and strategic development are valuable to our Company. As a result, he has made meaningful contributions to Board discussions concerning the Company’s strategy and operations, and his education, expertise and experience in accounting and compensation matters provide a unique benefit as a member of our Board. SERVICE AS A DIRECTOR Director since 2015 Chairman of Audit Committee |
Joan A. Budden Former President and CEO of Priority Health Age: 62 Director since: 2019 | | | JOAN A. BUDDEN, is the President of a boutique consulting company specializing in strategic planning, leadership development, culture change and strategic marketing. From January 2016 until January 2021, she was President & CEO of Priority Health, one of Michigan’s largest health plans with over $3 billion in annual revenue. In that role, she successfully lead a large acquisition, expanded their market share and geographic footprint and drove profitable growth. Before becoming CEO, Ms. Budden served as Chief Marketing Officer for Priority Health since 2009. Ms. Budden’s responsibilities as Chief Marketing Officer included leading strategic positioning and profitable growth for direct to consumer, government and business-to-business markets. Ms. Budden has more than 25 years of executive leadership experience in the health insurance industry that includes leading business development, change management in technology environments, consumer experience, corporate governance and strategy development at a large national health insurer and an integrated delivery system. Ms. Budden serves as a director of Presbyterian Health Plan, Together Women’s Health and The Children’s Healing Center. Her experience in a highly competitive and regulated industry as well as her marketing expertise and leadership skills, make her an important contributor to the Board. SERVICE AS A DIRECTOR Director since 2019 Member of Nominating and Corporate Governance Committee Member of Personnel and Compensation Committee |
William G. Currie Age: 76 Director since: 1978 | | | WILLIAM G. CURRIE, joined our Company in 1971, and has served as a salesman, general manager, vice president and executive vice president. He was the Chief Executive Officer of our Company from 1989 to 2006, and on January 1, 2000, also became Vice Chairman of the Board. On April 19, 2006, he was named Chairman of the Board and served as an employee with the title of Executive Chairman until he retired from our Company on July 20, 2009. He remained Chairman of the Board until February 2, 2023. Mr. Currie served on the board of Forestar Real Estate Group Inc. from 2008 to 2016. He is the chief executive officer of Surefil, a manufacturer and filler of liquid products located in Grand Rapids, MI. During his tenure with our Company, Mr. Currie created and, to this day, maintains extremely valuable relationships with many companies in the lumber and building materials industries. He has an in-depth understanding of our Company’s supply chain and customer base, which makes him an important asset to management in assessing growth opportunities and strategic objectives. SERVICE AS A DIRECTOR Director since 1978 |
Bruce A. Merino Former Senior Vice President of Merchandising for The Home Depot Age: 70 Director since: 2009 | | | BRUCE A. MERINO, retired from The Home Depot in 2009 after 25 years with the company. At the time of his retirement, he was Senior Vice President of Merchandising and President of The Home Depot’s Expo Design Center. Mr. Merino sits on the City of Hope’s Home Improvement Board Council and is its chair. Mr. Merino has been able to utilize his 39 years of experience in the home improvement industry to assist our Company in strategy and operations for our Retail Solutions segment. His understanding of the procurement and marketing operations of big box retailers is very valuable to our Company. SERVICE AS A DIRECTOR Director since 2009 Member of Nominating and Corporate Governance Committee Member of Personnel and Compensation Committee |
Benjamin J. McLean CEO of Ruan Transportation Management Systems Age: 47 Director since: 2020 | | | BENJAMIN J. MCLEAN, has been Chief Executive Officer of Ruan Transportation Management Systems, one of the largest privately-held logistics firms in the United States, since 2015. Since joining Ruan in 2007, Mr. McLean has also served as Ruan’s chief operating officer and chief information officer. Prior to joining Ruan, Mr. McLean assisted companies with mergers, acquisitions and equity offerings at William Blair & Company in Chicago, IL, and delivered technology consulting services as part of Deloitte Consulting’s Chicago office. Mr. McLean serves as a board member for the American Transportation Research Institute, is a member of the Northwestern University Transportation Center Business Advisory Committee and is a member and prior chair of the Iowa Business Council. Mr. McLean also served as chair of the Governor’s Economic Recovery Advisory Board for the State of Iowa. Mr. McLean is SERVICE AS A DIRECTOR Director since 2020 Member of Audit Committee |
Mary Tuuk Kuras CEO of MTK Practical Leadership Age: 59 Director since: 2014 | | | MARY TUUK KURAS, is CEO of MTK Practical Leadership, offering a common-sense approach to strengthening skills for executive leaders. Her work accelerates learning and effectiveness by teaching from real-life situations and passing on valuable knowledge from her 33 years of executive experience in multiple industries. On December 31, 2022 she retired as President and CEO of the Grand Rapids Symphony in Grand Rapids, MI, where she had served since January 2019. Before joining the Symphony, she served as Chief Compliance Officer/Senior Vice President, Properties and Real Estate for Meijer, Inc., a regional retail chain. While at Meijer, Ms. Tuuk Kuras also served as Chief Compliance Officer. Prior to her tenure with Meijer, she was Executive Vice President of Corporate Services, and Secretary of the Board of Directors for Fifth Third Bancorp of Cincinnati, OH. Ms. Tuuk Kuras’ previous positions with Fifth Third included Executive Vice President and Chief Risk Officer of Fifth Third Bancorp, and President of Fifth Third Bank (Western Michigan), where she had leadership responsibility for the growth and strategic direction of major lines of business. She was named one of the “25 Women to Watch in Banking” by the American Banker magazine each year from 2008 to 2014. She Ms. Tuuk Kuras is SERVICE AS A DIRECTOR Director since 2014 Member of Audit Committee Member of Nominating and Corporate Governance Committee |
Michael G. Wooldridge Partner with Varnum LLP Age: 64 Director since: 2016 | | | MICHAEL G. WOOLDRIDGE, is a Partner with the law firm of Varnum LLP, headquartered in Grand Rapids, MI. He joined Varnum in 1985 and is a partner in the Mr. Wooldridge serves as an advisor and counsel to a number of publicly-held companies on a variety of corporate and securities law matters. His advice on compliance matters, corporate governance trends and developments and other issues is invaluable, as is his experience in advising other publicly-held companies. SERVICE AS A DIRECTOR Director since 2016 Chairman of Nominating and Corporate Governance Committee Member of Personnel and Compensation Committee |
Incumbent Directors – Term Expiring in 2024TABLE OF CONTENTS
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Incumbent Directors – Term Expiring in 2025
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Board Diversity Matrix (as of February 28, 2024)
TOTAL NUMBER OF DIRECTORS | | | 9 | |||||||||
| | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
PART I: GENDER IDENTITY | | | | | | | | | ||||
Directors | | | 2 | | | 6 | | | | | 1 | |
PART II: DEMOGRAPHIC BACKGROUND | | | | | | | | | ||||
African American or Black | | | | | | | | | ||||
Alaskan Native or Native American | | | | | | | | | ||||
Asian | | | | | | | | | ||||
Hispanic or Latinx | | | | | 1 | | | | | |||
Native Hawaiian or Pacific Islander | | | | | | | | | ||||
White | | | 2 | | | 4 | | | | | ||
Two or More Races or Ethnicities | | | | | | | | | ||||
LGBTQ+ | | | | | | | | | ||||
Did Not Disclose Demographic Background | | | 2 |
TOTAL NUMBER OF DIRECTORS | 9 | |||
Female | Male | Non-Binary | Did Not Disclose Gender | |
PART I: GENDER IDENTITY | ||||
Directors | 2 | 6 | 1 | |
PART II: DEMOGRAPHIC BACKGROUND | ||||
African American or Black | ||||
Alaskan Native or Native American | ||||
Asian | ||||
Hispanic or Latinx | 1 | |||
Native Hawaiian or Pacific Islander | ||||
White | 2 | 4 | ||
Two or More Races or Ethnicities | ||||
LGBTQ+ | ||||
Did Not Disclose Demographic Background | 2 |
Corporate Governance and Board Matters
website at www.ufpi.com under the tabs “Investors → Governance.”
The effectiveness of each of our directors is monitored through the use of an annual assessment. Our Board does not have a mandatory retirement age policy, although the Nominating and Corporate Governance Committee considers a director’s tenure with the Company as a factor in nominating incumbent directors. We believe that the ability of a Board member to add value to our Company is not dependent on age; rather, it is based on the director'sdirector’s actual performance. As a result, we expect that some directors will not serve until a typical retirement age, while others may serve longer. In addition, we evaluate the tenure of individual directors as well as the collective tenure of our Board. In connection with this evaluation, we strive to maintain a balanced composition of relatively new and meaningful tenured directors with the objective of fostering the input of new ideas and thoughts while maintaining a strong historical perspective and deep understanding of our business and the markets we serve.
Shareholder Nominees for Director
1. |
2. | Absence of Conflicts of Interest. The candidate must not have any interests that would impair his or her ability to (i) exercise independent judgment, or (ii) otherwise discharge the fiduciary duties owed as a director to our Company and its shareholders. |
3. | Fair and Equal Representation. The candidate must be able to represent fairly and equally all shareholders of our Company, without favoring or advancing any particular shareholder or other constituency. |
4. |
5. | Business Understanding. The candidate must have a general appreciation regarding major issues facing publiccompanies of a size and operational scope similar to the Company, including contemporary governance concerns, regulatory obligations of a public issuer, strategic business planning and basic concepts of corporate finance. |
6. | Available Time. The candidate must have, and be prepared to devote, adequate time to our Board and its committees. |
Governance Committees is comprised entirely of independent directors, and that at least one member of the Audit Committee qualifies as an Audit Committeeaudit committee financial expert. The Committee and our Board also consider diversity in their identification of director candidates. Diversity in business and professional experience, education and background benefits our Company by increasing the range of skills and perspectives available to our Board. Director nominees are selected without regard to race, gender, sexual orientation, religious belief or national origin. Our Board believes that adherence to these principles will provide an environment and practices that will yield the best return for our shareholders.
Our Board of Directors, through its three committees, has an advisory role in risk oversight for our Company. Company management maintains primary responsibility for the risk management of our Company. The current trends toward increased regulation, litigation and political volatility make it extremely difficult to predict the type and magnitude of risks facing our Company. Despite this unpredictability, our Board relies on the representations of management, periodic reports from our independent auditors, internal audit services performed by a third party, our Company'sCompany’s systems of internal controls, our Company'sCompany’s insurance advisors and the historically conservative practices of our Company to provide comfort as to our Company'sCompany’s ability to manage its risks. Management'sManagement’s discussion of current risk factors is set forth in our Company'sCompany’s Annual Report on Form 10-K.
In Canada, where much of our lumber is sourced, less than one percent of the managed forest is harvested annually. In both countries, responsible forest management has resulted in more than 50 consecutive years of forest growth that exceeds annual harvest. As a result of these trends, forests in both countries have sequestered high levels of carbon in recent decades.
The Board of Directors has determined that the proposed amendment is desirable, in the best interest of our shareholders, and recommends a vote “FOR” its approval. |
The Board of Directors recommends a vote “FOR” this proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal |
2022 | 2021 | |||||||
Audit Fees(1) | $ | 1,682,122 | $ | 1,235,984 | ||||
Tax Services (Time and Materials) | $ | 46,454 | $ | 34,358 | ||||
Other Services | $ | 1,895 | $ | 1,895 | ||||
Total | $ | 1,730,471 | $ | 1,272,237 |
| | 2023 | | | 2022 | |
Audit Fees(1) | | | $1,476,540 | | | $1,682,122 |
Tax Services (Time and Materials) | | | $131,509 | | | $46,454 |
Other Services | | | $1,895 | | | $1,895 |
Total | | | $1,609,944 | | | $1,730,471 |
1. | Includes annual audit, quarterly reviews, and audit of internal controls. |
30, 2023.
30, 2023.
The Board of Directors recommends a vote “FOR” this proposal. |
Advisory Vote on the Frequency of Shareholder Votes on Executive CompensationTABLE OF CONTENTS
This year we are offering our shareholders the opportunity to vote on how often the Board should ask our shareholders to provide an advisory vote on executive compensation. The Board believes that because our current executive incentive targets are established annually, an annual vote on executive compensation is most appropriate. You may choose to vote in any one of four manners on the proxy. You may indicate that you prefer this vote every one, two or three years or you may abstain. If no choice is specified, the shares represented by your proxy will be voted in favor of management’s recommendation that the vote be conducted every year. The shareholder vote on this issue is advisory. Because it is not binding upon us, the Personnel and Compensation Committee and our Board of Directors may decide that it is in the best interests of our shareholders and our Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. However, the Committee and the Board will consider the outcome of the vote when making future decisions on the frequency for which shareholder advisory votes are solicited on executive compensation.
Securities Ownership of Management and Directors
NAME OF BENEFICIAL OWNER | | | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1) | | | PERCENT OF CLASS |
Matthew J. Missad | | 479,237(2) | | | * | |
Michael R. Cole | | 253,963(2) | | | * | |
Patrick M. Benton | | 197,868(2) | | | * | |
William G. Currie | | 182,071(3) | | | * | |
Scott A. Worthington | | | 142,557(2) | | | * |
Thomas W. Rhodes | | 78,089(3) | | | * | |
William D. Schwartz | | | 70,547(2) | | | * |
Michael G. Wooldridge | | | 45,929(3) | | | * |
Bruce A. Merino | | 38,363(3) | | | * | |
Brian C. Walker | | 37,657(3) | | | * | |
Mary Tuuk Kuras | | 34,746(3) | | | * | |
Joan A. Budden | | 17,776(3) | | | * | |
Benjamin J. McLean | | 11,152(3) | | | * | |
All directors and executive officers as a group (15 persons) | | 1,589,955(2)(3) | | 2.58% |
1. | Except as otherwise indicated by footnote, each named person has sole voting and investment power with respect to the shares indicated. |
2. | Includes shares subject to issuance under our deferred compensation plans for Messrs. Missad, Cole, |
3. | Includes shares held in our Director |
(a) restricted stock grants that vest five years from the grant date and in the form of(b) stock performance units that vest and are payable three years from the date of grant, based upon Company performance.
NAMED EXECUTIVE | | | 2024 EFFECTIVE DATE | | | NEW SALARY | | | % INCREASE |
Matthew J. Missad | | | 02/01/2024 | | | $871,873 | | | 1.0% |
Michael R. Cole | | | 02/01/2024 | | | $480,000 | | | 3.2% |
Patrick M. Benton | | | 02/01/2024 | | | $408,000 | | | 2.0% |
Scott A. Worthington | | | 02/01/2024 | | | $408,000 | | | 2.0% |
William D. Schwartz | | | 02/01/2024 | | | $390,000 | | | 20.0% |
NAMED EXECUTIVE | EFFECTIVE DATE | NEW SALARY | % INCREASE |
Matthew J. Missad | February 1, 2023 | $863,241 | 4.7% |
Michael R. Cole | February 1, 2023 | $465,000 | 4.4% |
Patrick M. Benton | February 1, 2023 | $400,000 | 31.8% |
Scott A. Worthington | February 1, 2023 | $400,000 | 37.9% |
For fiscal 20222023 the ratio of the median of the annual total compensation of all of our active employees as of December 31, 20222023 excluding our Chief Executive Officer ($51,398)52,138) to the annual total compensation of our Chief Executive Officer ($10,299,274)8,441,616) was 200:162:1. The compensation of our median employee was determined by: (1) calculating the annual total compensation of all of our active employees as of December 31, 20222023 (the “Determination Date”); (2) ranking the annual total compensation of all employees (except our Chief Executive Officer) from lowest to highest (which comprised a total of 16,11816,241 employees); and (3) selecting the employee who ranked as the median (8,059(8,121 on the list of 16,118)16,241). We included all of our full-time and part-time employees as of the Determination Date and annualized the total compensation for those full-time and part-time employees who were employed by us for less than one year as of the Determination Date. We applied applicable foreign exchange rates, relative to the U.S. dollar, for our non-U.S. employees. Total annual compensation for each employee, other than the CEO, is based on our payroll records and includes each element of compensation listed in the Summary Compensation Table below, with the exception of employer contributions to any 401(k) or similar qualified, defined contribution plan, and shares granted
(1) | Our current peer group companies are American Woodmark Corp.; Boise Cascade Co.; Builders FirstSource, Inc.; Gibraltar Industries Inc.; Greif Inc.; Louisiana-Pacific Corp.; Masco Corp.; Patrick Industries, Inc.; Simpson Manufacturing Company, Inc.; Sonoco Products Company; Trex Company, Inc.; and WestRock Company. |
2024.
person’s relative degree of responsibility for the operations and results of that Profit Center, as well as his or her performance and tenure with the Company. If the Profit Center generates profits which result in an incentive compensation pool, the participant receives the allocated percentage as incentive compensation. The dollar amount of that pool is based upon the Profit Center aggregate ROI. As ROI increases, a higher percentage of pre-incentive compensation operating profit is contributed to the pool.
Beginning in fiscal 2022, the Company initiated
period (“Budget PBOP”). The Budget PBOP is determined as of the beginning of theeach three-year performance period. The actual number of shares issuable is based upon the product of (1) the number of target shares that are subject to the award, and (2) the earnout percentage, based upon the following:
ACTUAL COMPANY PBOP RELATIVE TO | | | EARNOUT PERCENTAGE |
- At least 150% of Budget PBOP | | | 200% |
- Less than 150% of Budget PBOP but at least 100% of Budget PBOP | | | 100% |
- Less than 100% of Budget PBOP but at least 50% of Budget PBOP | | Percent of Budget PBOP Achieved | |
- Less than 50% of Budget PBOP | | | 0% |
For awards granted in 2023, the target level PBROI was 12%.
NAMED EXECUTIVE | ACTUAL ROI(1) | PERCENT OF PBOP CONTRIBUTED TO THE CORPORATE PROFIT CENTER INCENTIVE COMPENSATION POOL | ADJUSTED ALLOCATION OF PARTICIPATION IN THE CORPORATE PROFIT CENTER INCENTIVE COMPENSATION POOL | ANNUAL CASH INCENTIVE PAID(2) | LONG-TERM INCENTIVE COMPENSATION(2) | |||||
Matthew J. Missad | 29.4% | 6.5% | 12.07% | $1,726,482 | $7,606,239 | |||||
Michael R. Cole | 29.4% | 6.5% | 4.96% | $930,000 | $2,903,088 | |||||
Patrick M. Webster | 29.4% | 6.5% | 9.05% | $983,416 | $6,016,125 | |||||
Patrick M. Benton | 51.23% | 2.2%(3) | 39.09%(3) | $800,000 | $2,468,652 | |||||
Scott A. Worthington | 39.34% | 2.2%(3) | 39.08%(3) | $800,000 | $2,288,246 |
NAMED EXECUTIVE | | | ACTUAL ROI(1) | | | PERCENT OF PBOP CONTRIBUTED TO THE CORPORATE PROFIT CENTER INCENTIVE COMPENSATION POOL | | | ADJUSTED ALLOCATION OF PARTICIPATION IN THE CORPORATE PROFIT CENTER INCENTIVE COMPENSATION POOL | | | ANNUAL CASH INCENTIVE PAID(2) | | | LONG-TERM INCENTIVE COMPENSATION(2) |
Matthew J. Missad | | | 22.49% | | | 7.5% | | | 12.06% | | | $1,743,747 | | | $5,704,121 |
Michael R. Cole | | | 22.49% | | | 7.5% | | | 6.07% | | | $960,000 | | | $2,789,017 |
Patrick M. Benton | | | 41.86% | | | 2.2%(3) | | | 36.52%(3) | | | $816,000 | | | $1,481,725 |
William D. Schwartz | | | 19.17% | | | 2.0%(3) | | | 40.60%(3) | | | $780,000 | | | $1,106,981 |
Scott A. Worthington | | | 23.61% | | | 2.2%(3) | | | 38.19%(3) | | | $816,000 | | | $1,282,891 |
1. | The Committee periodically establishes ROI threshold achievement levels for each Profit Center, which may vary among the different Profit Centers. |
2. | For |
3. | For |
Chief Executive Officer. The Committee annually reviews, and recommends for Board approval, our Chief Executive Officer's base salary. Mr. Missad's salary is based on comparable compensation data, the Committee's assessment of his past performance, and its expectation as to his future contributions in leading our Company. Mr. Missad's base salary fell in the mid-range of the salaries of comparable executives in our peer group. The Committee has complete discretion in recommending the base salary for Mr. Missad (who does not have an employment agreement with our Company). For 2023, Mr. Missad is eligible to receive an allocation of 20% of the Corporate Profit Center incentive compensation pool.TABLE OF CONTENTS
Based upon the formula described above, our Named Executives received restricted stock awards and performance units in the following amounts for UFP Industries292023 Proxy Statement20222023 performance under our long-term incentive compensation program: MATTHEW J. MISSAD MICHAEL R. COLE PATRICK M. WEBSTER PATRICK M. BENTON SCOTT A. WORTHINGTON Shares subject to five-year cliff vesting 79,480 30,335 62,864 25,795 23,910 Performance Units 8,831 3,370 6,984 2,866 2,656 ManagerManagers of Operations, Managing Directors, Regional Sales Managers, Operations Managers, Corporate Directors, National Sales Directors, Segment/ Business Unit Directors, Segment Controllers Our Company maintains an Executive Stock Grant Program (the “ESGP”) pursuant to which we grant shares of restricted Company common stock to eligible employees who invest in shares of the Company's common stock under our(the “DCP”(“DCP”). Under the ESGP, approximately $1.00 worth of Company stock is awarded for each $1.00 deferred and invested in Company stock under the DCP (the “Match Shares”). The Match Shares vest in full on the fifth anniversary of the grant date, subject to certain acceleration events.Our DCP which allows key employees to defer a portion of their salary and/or cash incentive compensation. Our Named Executives may not defer more than $15,000 of salary or more than $100,000 of incentive compensation per year. Participants in the DCP may elect to invest the deferred amounts in certain investment alternatives, including our common stock. Also, under the DCP, if a key employee'semployee’s ownership of our common stock is below certain targeted thresholds, the amount of the deferral must be used to invest in shares of our common stock. All amounts deferred to the DCP that are invested in our common stock are invested at a price per share representing a 15% discount to the prevailing market price of our stock. In general, each employee receives a payout of his or her DCP account one year from the date he or she terminates employment with our Company, unless termination of employment is due to retirement, death or change in control, in which case the employee or his or her beneficiary may receive the distribution earlier, subject to DCP provisions.employee'semployee’s account on the last trading day of the quarter, at a 15% discount from the then prevailing market price of our common stock. All eligible employees with at least one year of service may participate in the ESPP. Under the ESPP, an employee may not acquire more than $25,000 of our common stock in any one plan year, based upon the fair market value of our stock as of the date of purchase.
Impact of Restatements Retroactively Impacting Financial Goods. The Company has not had any material restatement of prior financial results. If such restatements were to occur, the Committee and Board would review the matter and determine what, if any, adjustment to current or prior compensation might be appropriate.
Clawback Policy. Our Board has adopted a Clawback Policy that allowsrequires the Company to recoup or otherwise recover certain incentive compensation paid to the Company'sCompany’s executive officers in the event of a restatement of the Company'sCompany’s financial statements, or dueas described in the policy. The Clawback Policy also permits our Board, in its discretion, to recoup certain incentive compensation paid to an executive officer who has engaged in certain improper conduct by those officers.
misconduct, as described in the policy.
NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) | STOCK AWARDS(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION(1)(3) | ALL OTHER COMPENSATION(4) | TOTAL |
Matthew J. Missad, Chief Executive Officer | 2022 | $823,574 | $7,697,562 | $1,726,482 | $51,656 | $10,299,274 |
2021 | $815,419 | $7,244,629 | $1,648,508 | $49,252 | $9,757,808 | |
2020 | $806,822 | $3,720,191 | $1,632,186 | $61,462 | $6,220,661 | |
Michael R. Cole, Chief Financial Officer | 2022 | $444,684 | $2,951,424 | $930,000 | $29,920 | $4,356,028 |
2021 | $434,683 | $3,275,877 | $891,034 | $31,652 | $4,633,246 | |
2020 | $424,517 | $1,282,486 | $871,034 | $29,675 | $2,607,712 | |
Patrick M. Webster, President and Chief Operating Officer(5) | 2022 | $491,302 | $6,107,344 | $983,416 | $34,148 | $7,616,210 |
2021 | $486,423 | $5,147,364 | $983,416 | $36,960 | $6,654,164 | |
2020 | $481,129 | $3,063,526 | $973,680 | $24,587 | $4,542,922 | |
Patrick M. Benton, President, UFP Construction, LLC | 2022 | $303,166 | $2,515,788 | $800,000 | $20,424 | $3,639,378 |
2021 | $298,565 | $2,928,835 | $607,080 | $20,668 | $3,855,148 | |
2020 | $292,690 | $1,390,881 | $598,108 | $ 20,119 | $2,301,798 | |
Scott A. Worthington, President, UFP Industrial, LLC(6) | 2022 | $274,583 | $2,336,542 | $800,000 | $21,439 | $3,432,564 |
2021 | $254,583 | $2,967,245 | $530,000 | $21,496 | $3,773,324 |
NAME AND PRINCIPAL POSITION | | | YEAR | | | SALARY(1) | | | STOCK AWARDS(2) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION(1)(3) | | | ALL OTHER COMPENSATION(4) | | | TOTAL |
Matthew J. Missad, Chief Executive Officer | | | 2023 | | | $859,992 | | | $5,795,703 | | | $1,743,746 | | | $55,094 | | | $8,454,535 |
| 2022 | | | $823,574 | | | $7,697,562 | | | $1,726,482 | | | $51,656 | | | $10,299,274 | ||
| 2021 | | | $815,419 | | | $7,244,629 | | | $1,648,508 | | | $49,252 | | | $9,757,808 | ||
Michael R. Cole, Chief Financial Officer | | | 2023 | | | $463,376 | | | $2,838,099 | | | $960,000 | | | $24,853 | | | $4,286,328 |
| 2022 | | | $444,684 | | | $2,951,424 | | | $930,000 | | | $29,920 | | | $4,356,028 | ||
| 2021 | | | $434,683 | | | $3,275,877 | | | $891,034 | | | $31,652 | | | $4,633,246 | ||
Patrick M. Benton, President, UFP Construction, LLC | | | 2023 | | | $391,962 | | | $1,530,808 | | | $816,000 | | | $26,166 | | | $2,764,936 |
| 2022 | | | $303,166 | | | $2,515,788 | | | $800,000 | | | $20,424 | | | $3,639,378 | ||
| 2021 | | | $298,565 | | | $2,928,835 | | | $607,080 | | | $20,668 | | | $3,855,148 | ||
Scott A. Worthington, President, UFP Packaging, LLC | | | 2023 | | | $390,833 | | | $1,331,973 | | | $816,000 | | | $26,430 | | | $2,565,237 |
| 2022 | | | $274,583 | | | $2,336,542 | | | $800,000 | | | $21,439 | | | $3,432,564 | ||
| 2021 | | | $254,583 | | | $2,967,245 | | | $530,000 | | | $21,496 | | | $3,773,324 | ||
William D. Schwartz, President, UFP Retail, LLC(5) | | | 2023 | | | $318,814 | | | $1,153,731 | | | $780,000 | | | $22,056 | | | $2,274,601 |
| | | | | | | | | | |
1. | Includes amounts deferred by the Named Executives under our Profit Sharing and 401(k) Plan and DCP. The 2023 amounts include deferrals under the DCP in the amount of $115,000 for Mr. Missad, $55,000 for Messrs. Cole, Schwartz, and Worthington, and $70,000 for Benton. The 2022 amounts include deferrals under the DCP in the amount of $115,000 for |
2. | The amount set forth in this column represents the aggregate fair value of the awards as of the grant date, computed in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation.” The assumptions used in calculating these amounts are based on a vesting period of either three, five or eight years. |
3. | Represents annual cash bonus payments under incentive compensation plans tied to our operating profit and ROI, which cover substantially all salaried employees. |
4. | The amounts in this column include Company contributions to our Profit Sharing and 401(k) Plan for |
5. | |
BENEFIT PLAN | | OFFICERS | | | CERTAIN MANAGERS | | | FULL-TIME EXEMPT EMPLOYEES | | | FULL-TIME NON-EXEMPT EMPLOYEES | |
401(k) Plan | √ | | | √ | | | √ | | | √ | ||
Medical/Dental/Vision Plans | √ | | | √ | | | √ | | | √ | ||
Life and Disability Insurance | √ | | | √ | | | √ | | | √ | ||
Employee Stock Purchase Plan | √ | | | √ | | | √ | | | √ | ||
ROI Bonus Plan | √ | | | √ | | | √ | | | Not Offered | ||
Hourly ROI Bonus | | | Not Offered | | | Not Offered | | | Not Offered | | | √ |
Equity Incentive Plans | √ | | | √ | | | √ | | | Not Offered | ||
Change in Control and Severance Plan | √ | | | √ | | | Not Offered | | | Not Offered | ||
Deferred Compensation Plan | √ | | | √ | | | Not Offered | | | Not Offered | ||
Executive Retirement Plan | | √ | | | Not Offered | | | Not Offered | | | Not Offered | |
Holiday Gifts Not Exceeding $1,500 | √ | | | √ | | | √ | | | √ |
TYPE OF PERQUISITES | | OFFICERS | | | CERTAIN MANAGERS | | | FULL-TIME EMPLOYEES | |
Employee Discount | √ | | | √ | | | √ | ||
Convenience Allowance(1) | | √ | | | Not Offered | | | Not Offered | |
Automobile Allowance(2) | √ | | | √ | | | Not Offered(2) | ||
Personal Use of Company Aircraft | | | Only with CEO Approval | | | Only with CEO Approval | | | Not Offered |
1. | We provide our officers with a limited taxable convenience allowance which they may use for household management, health and wellbeing, and similar expenses. |
2. | The Company’s automobile expense reimbursement program limits participation to certain employees whose personal automobiles are used more than fifty percent for Company business travel. Other employees receive reimbursement, in accordance with the Internal Revenue Code, for expenses incurred in connection with the utilization of their personal vehicles for business travel. |
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK(3) (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | |||||||||||||
THRESHOLD | THRESHOLD | TARGET | MAXIMUM | |||||||||||||
NAME | GRANT DATE | ($) | MAXIMUM(4) | (#) | (#) | (#) | ||||||||||
— | $1,726,482 | — | — | — | — | — | ||||||||||
Matthew J. Missad | 02/27/23 | — | — | 4,415 | 8,831 | 17,662 | — | $760,980 | ||||||||
02/27/23 | — | — | — | — | — | 79,480 | $6,845,612 | |||||||||
03/02/23 | 1,060(5) | $90,970 | ||||||||||||||
— | $930,000 | — | — | — | — | — | ||||||||||
Michael R. Cole | 02/27/23 | — | — | 1,685 | 3,370 | 6,740 | $290,192 | |||||||||
02/27/23 | — | — | — | — | — | 39,335 | $2,612,754 | |||||||||
03/02/23 | 562(5) | $48,478 | ||||||||||||||
— | $983,416 | — | — | — | — | — | ||||||||||
Patrick M. Webster | 02/27/23 | — | — | 3,492 | 6,984 | 13,968 | $601,813 | |||||||||
02/27/23 | — | — | — | — | — | 62,864 | $5,414,476 | |||||||||
03/02/23 | 1,060(5) | $91,055 | ||||||||||||||
— | $800,000 | — | — | — | — | — | ||||||||||
Patrick M. Benton | 02/27/23 | — | — | 1,433 | 2,866 | 5,732 | — | $248,074 | ||||||||
02/27/23 | — | — | — | — | — | 25,795 | $2,221,723 | |||||||||
03/02/23 | 548(5) | $45,991 | ||||||||||||||
— | $800,000 | — | — | — | — | — | ||||||||||
Scott A. Worthington | 02/27/23 | — | — | 1,328 | 2,656 | 5,312 | — | $228,696 | ||||||||
02/27/23 | — | — | — | — | — | 23,910 | $2,059,368 | |||||||||
03/02/23 | 562(5) | $48,478 |
| | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK(3) (#) | | | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | |||||||||||
NAME | | | GRANT DATE | | | THRESHOLD ($) | | | MAXIMUM(4) | | | THRESHOLD (#) | | | Target (#) | | | MAXIMUM (#) | | |||||
Matthew J. Missad | | | | | — | | | $1,743,746 | | | — | | | — | | | — | | | — | | | — | |
| 02/27/24 | | | — | | | — | | | 2,513 | | | 5,026 | | | 10,052 | | | — | | | $570,401 | ||
| 02/27/24 | | | — | | | — | | | — | | | — | | | — | | | 45,235 | | | $5,133,720 | ||
| 02/29/24 | | | | | | | | | | | | | 822(5) | | | $91,582 | |||||||
Michael R. Cole | | | | | — | | | $960,000 | | | — | | | — | | | — | | | — | | | — | |
| 02/27/24 | | | — | | | — | | | 1,228 | | | 2,457 | | | 4,914 | | | | | $278,845 | |||
| 02/27/24 | | | — | | | — | | | — | | | — | | | — | | | 22,118 | | | $2,510,172 | ||
| 02/29/24 | | | | | | | | | | | | | 441(5) | | | $49,082 | |||||||
Patrick M. Benton | | | | | — | | | $816,000 | | | — | | | — | | | — | | | — | | | — | |
| 02/27/24 | | | — | | | — | | | 652 | | | 1,305 | | | 2,610 | | | — | | | $148,104 | ||
| 02/27/24 | | | — | | | — | | | — | | | — | | | — | | | 11,751 | | | $1,333,621 | ||
| 02/29/24 | | | | | | | | | | | | | 441(5) | | | $49,082 | |||||||
Scott A. Worthington | | | | | — | | | $816,000 | | | — | | | — | | | — | | | — | | | — | |
| 02/27/24 | | | — | | | — | | | 565 | | | 1,130 | | | 2,260 | | | — | | | $128,244 | ||
| 02/27/24 | | | — | | | — | | | — | | | — | | | — | | | 10,174 | | | $1,154,647 | ||
| 02/29/24 | | | | | | | | | | | | | 441(5) | | | $49,082 | |||||||
William D. Schwartz | | | | | — | | | $816,000 | | | — | | | — | | | — | | | — | | | — | |
| 02/27/24 | | | — | | | — | | | 487 | | | 975 | | | 1,950 | | | — | | | $110,653 | ||
| 02/27/24 | | | — | | | — | | | — | | | — | | | — | | | 8,779 | | | $996,329 | ||
| 02/29/24 | | | | | | | | | | | | | 420(5) | | | $46,750 |
1. | Amounts earned under our annual incentive |
2. | The amounts in these three columns reflect the grant of performance units pursuant to our Long-Term Stock Incentive Plan. The performance units represent shares of the Company’s common stock and are issuable to participants at the end of the 3-year performance period beginning on the |
3. | Reflects the grant of shares of restricted Company common stock. As described in the Compensation Discussion and Analysis section above, the amount of incentive compensation earned in excess of the limit referenced in footnote (4) is payable in the form of performance units described in footnote (2) and in shares of restricted Company stock that cliff vest in five years, subject to accelerated vesting upon death, disability or a change in control. The grant date fair value of the awards is included in the Stock Awards column in the Summary Compensation Table. |
4. | Represents 2.0 times each Named Executive’s base salary as of the date of the grant, which is the maximum amount payable under our annual incentive program. |
5. | Represents the grant of shares under our Executive Stock Grant Program. |
STOCK AWARDS | ||||||||||||
EQUITY INCENTIVE PLAN AWARDS: | ||||||||||||
NAME | GRANT DATE | VESTING DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (2) | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) | ||||||
Matthew J. Missad | 02/17/22 | 02/17/27 | 80,730 | $6,397,853 | ||||||||
05/02/22 | 02/17/25 | 8,970 | $710,873 | |||||||||
02/18/21 | 02/18/24 | 60,539 | $4,797,716 | |||||||||
02/18/21 | 02/18/24 | 6,727 | $533,115 | |||||||||
02/20/20 | 02/20/25 | 50,573 | $4,007,910 | |||||||||
02/21/19 | 02/21/24 | 41,405 | $3,281,346 | |||||||||
02/22/18 | 02/22/23 | 35,032 | $2,776,286 | |||||||||
Michael R. Cole | 05/02/22 | 02/17/30 | 10,790 | $855,108 | ||||||||
05/02/22 | 02/17/25 | 3,297 | $261,287 | |||||||||
02/24/22 | 07/19/26 | 583 | $46,210 | |||||||||
02/17/22 | 02/17/27 | 29,678 | $2,351,982 | |||||||||
02/25/21 | 02/25/26 | 849 | $67,284 | |||||||||
02/18/21 | 02/18/24 | 20,575 | $1,630,569 | |||||||||
02/18/21 | 02/18/24 | 2,286 | $181,161 | |||||||||
02/27/20 | 02/27/25 | 965 | $76,452 | |||||||||
02/20/20 | 02/20/25 | 18,045 | $1,430,066 | |||||||||
02/27/19 | 02/27/24 | 1,495 | $118,478 | |||||||||
02/21/19 | 02/21/24 | 12,786 | $1,013,291 | |||||||||
02/28/18 | 02/28/23 | 1,396 | $110,637 | |||||||||
02/22/18 | 02/22/23 | 11,480 | $909,790 | |||||||||
Patrick M. Webster | 02/17/22 | 02/17/27 | 63,402 | $5,024,609 | ||||||||
05/02/22 | 02/17/25 | 7,044 | $558,23 | |||||||||
02/18/21 | 02/18/24 | 49,583 | $3,929,453 | |||||||||
02/18/21 | 02/18/24 | 5,509 | $436,588 | |||||||||
02/20/20 | 02/20/25 | 45,724 | $3,623,627 | |||||||||
02/21/19 | 02/21/24 | 40,939 | $3,244,416 | |||||||||
02/22/18 | 02/22/23 | 35,084 | $2,780,407 | |||||||||
Patrick M. Benton | 05/02/22 | 02/17/30 | 8,603 | $681,788 | ||||||||
05/02/22 | 02/17/25 | 3,059 | $242,426 | |||||||||
02/24/22 | 02/24/27 | 561 | $44,493 | |||||||||
02/17/22 | 02/17/27 | 27,536 | $2,182,228 | |||||||||
02/25/21 | 02/25/26 | 804 | $63,722 | |||||||||
02/18/21 | 02/18/24 | 22,427 | $1,777,340 | |||||||||
02/18/21 | 02/18/24 | 2,492 | $197,491 | |||||||||
02/27/20 | 02/27/25 | 769 | $60,981 | |||||||||
02/20/20 | 02/20/25 | 23,697 | $1,877,987 | |||||||||
02/27/19 | 02/27/24 | 1,362 | $107,922 | |||||||||
02/21/19 | 02/21/24 | 14,520 | $1,150,710 |
| | | | | | STOCK AWARDS | ||||||||||||
NAME | | | GRANT DATE | | | VESTING DATE | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) | | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (2) | | | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) | | | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) |
Matthew J. Missad | | | 02/27/23 | | | 02/27/28 | | | 79,480 | | | $9,978,714 | | | | | ||
| 02/27/23 | | | 02/27/26 | | | | | | | 8,831 | | | $1,108,732 | ||||
| 02/17/22 | | | 02/17/27 | | | 80,730 | | | $10,135,652 | | | | | ||||
| 05/02/22 | | | 02/17/25 | | | | | | | 8,970 | | | $1,126,184 | ||||
| 02/18/21 | | | 02/18/24 | | | 60,539 | | | $7,600,671 | | | | | ||||
| 02/18/21 | | | 02/18/24 | | | | | | | 6,727 | | | $844,575 | ||||
| 02/20/20 | | | 02/20/25 | | | 50,573 | | | $6,349,440 | | | | | ||||
| 02/21/19 | | | 02/21/24 | | | 41,405 | | | $5,198,398 | | | | | ||||
Michael R. Cole | | | 03/02/23 | | | 07/19/26 | | | 567 | | | $71,147 | | | | | ||
| 02/27/23 | | | 02/27/28 | | | 30,335 | | | $3,808,559 | | | | | ||||
| 02/27/23 | | | 02/27/26 | | | | | | | 3,370 | | | $423,104 | ||||
| 05/02/22 | | | 02/17/30 | | | 10,790 | | | $1,354,685 | | | | | ||||
| 05/02/22 | | | 02/17/25 | | | | | | | 3,297 | | | $413,938 | ||||
| 02/24/22 | | | 07/19/26 | | | 590 | | | $74,041 | | | | | ||||
| 02/17/22 | | | 02/17/27 | | | 29,678 | | | $3,726,073 | | | | | ||||
| 02/25/21 | | | 02/25/26 | | | 859 | | | $107,809 | | | | | ||||
| 02/18/21 | | | 02/18/24 | | | 20,575 | | | $2,583,191 | | | | | ||||
| 02/18/21 | | | 02/18/24 | | | | | | | 2,286 | | | $287,007 | ||||
| 02/27/20 | | | 02/27/25 | | | 976 | | | $122,498 | | | | | ||||
| 02/20/20 | | | 02/20/25 | | | 18,045 | | | $2,265,550 | | | | | ||||
| 02/27/19 | | | 02/27/24 | | | 1,512 | | | $189,836 | | | | | ||||
| 02/21/19 | | | 02/21/24 | | | 12,786 | | | $1,605,282 | | | | | ||||
Patrick M. Benton | | | 03/02/23 | | | 03/02/28 | | | 553 | | | $69,389 | | | | | ||
| 02/27/23 | | | 02/27/28 | | | 25,795 | | | $3,238,562 | | | | | ||||
| 02/27/23 | | | 02/27/26 | | | | | | | 2,866 | | | $359,826 | ||||
| 05/02/22 | | | 02/17/30 | | | 8,603 | | | $1,080,107 | | | | | ||||
| 05/02/22 | | | 02/17/25 | | | | | | | 3,059 | | | $384,057 | ||||
| 02/24/22 | | | 02/24/27 | | | 568 | | | $71,290 | | | | | ||||
| 02/17/22 | | | 02/17/27 | | | 27,536 | | | $3,457,145 | | | | | ||||
| 02/25/21 | | | 02/25/26 | | | 813 | | | $102,101 | | | | | ||||
| 02/18/21 | | | 02/18/24 | | | 22,427 | | | $2,815,710 | | | | | ||||
| 02/18/21 | | | 02/18/24 | | | | | | | 2,492 | | | $312,871 | ||||
| 02/27/20 | | | 02/27/25 | | | 778 | | | $97,709 | | | | | ||||
| 02/20/20 | | | 02/20/25 | | | 23,697 | | | $2,975,158 | | | | | ||||
| 02/27/19 | | | 02/27/24 | | | 1,377 | | | $172,922 | | | | | ||||
| 02/21/19 | | | 02/21/24 | | | 14,520 | | | $1,822,986 | | | |
| | | | | | STOCK AWARDS | ||||||||||||
NAME | | | GRANT DATE | | | VESTING DATE | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) | | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (2) | | | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) | | | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) |
Scott A. Worthington | | | 03/02/23 | | | 03/02/28 | | | 567 | | | $71,147 | | | | | ||
| 02/27/23 | | | 02/27/28 | | | 23,910 | | | $3,001,901 | | | | | ||||
| 02/27/23 | | | 02/27/26 | | | | | | | 2,656 | | | $333,461 | ||||
| 05/02/22 | | | 02/17/30 | | | 8,501 | | | $1,067,301 | | | | | ||||
| 05/02/22 | | | 02/17/25 | | | | | | | 3,121 | | | $391,842 | ||||
| 02/24/22 | | | 02/24/27 | | | 590 | | | $74,041 | | | | | ||||
| 02/17/22 | | | 02/17/27 | | | 28,097 | | | $3,527,578 | | | | | ||||
| 02/25/21 | | | 02/25/26 | | | 859 | | | $107,809 | | | | | ||||
| 02/18/21 | | | 02/18/24 | | | 19,283 | | | $2,420,981 | | | | | ||||
| 02/18/21 | | | 02/18/24 | | | | | | | 2,142 | | | $268,928 | ||||
| 02/27/20 | | | 02/27/25 | | | 742 | | | $93,185 | | | | | ||||
| 02/20/20 | | | 02/20/25 | | | 10,415 | | | $1,307,603 | | | | | ||||
| 02/27/19 | | | 02/27/24 | | | 1,099 | | | $137,959 | | | | | ||||
| 02/21/19 | | | 02/21/24 | | | 10,637 | | | $1,335,475 | | | | | ||||
William D. Schwartz | | | 03/02/23 | | | 03/02/28 | | | 553 | | | $69,389 | | | | | ||
| 02/27/23 | | | 02/27/28 | | | 13,089 | | | $1,643,324 | | | | | ||||
| 02/24/22 | | | 02/24/27 | | | 568 | | | $71,290 | | | | | ||||
| 02/17/22 | | | 2/17/27 | | | 17,571 | | | $2,206,039 | | | | | ||||
| 02/25/21 | | | 02/25/26 | | | 813 | | | $102,101 | | | | | ||||
| 02/18/21 | | | 02/18/24 | | | 11,892 | | | $1,493,041 | | | | | ||||
| 02/27/20 | | | 02/27/25 | | | 623 | | | $78,167 | | | | | ||||
| 02/20/20 | | | 02/20/25 | | | 7,493 | | | $940,746 | | | | | ||||
| 02/27/19 | | | 02/27/24 | | | 1,102 | | | $138,338 | | | | | ||||
| 02/21/19 | | | 02/21/24 | | | 510 | | | $64,031 | | | | |
STOCK AWARDS | ||||||||||||
EQUITY INCENTIVE PLAN AWARDS: | ||||||||||||
NAME | GRANT DATE | VESTING DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (2) | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) | MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) | ||||||
02/28/18 | 02/28/23 | 1,349 | $106,905 | |||||||||
02/22/18 | 02/22/23 | 13,161 | $1,043,009 | |||||||||
Scott A. Worthington | 05/02/22 | 02/17/30 | 8,501 | $673,704 | ||||||||
05/02/22 | 02/17/25 | 3,121 | $247,339 | |||||||||
02/24/22 | 02/24/27 | 583 | $46,210 | |||||||||
02/17/22 | 02/17/27 | 28,097 | $2,226,687 | |||||||||
02/25/21 | 02/25/26 | 849 | $67,284 | |||||||||
02/18/21 | 02/18/24 | 19,283 | $1,528,178 | |||||||||
02/18/21 | 02/18/24 | 2,142 | $169,754 | |||||||||
02/27/20 | 02/27/25 | 734 | $58,158 | |||||||||
02/20/20 | 02/20/25 | 10,415 | $825,389 | |||||||||
02/27/19 | 02/27/24 | 1,086 | $86,101 | |||||||||
02/21/19 | 02/21/24 | 10,637 | $842,982 | |||||||||
02/28/18 | 02/28/23 | 1,028 | $81,481 | |||||||||
02/22/18 | 02/22/23 | 4,736 | $375,328 |
Represents shares of restricted stock granted to each Named Executive. The shares are subject to risks of forfeiture until they vest in full. Subject to accelerated vesting for death, disability or a change in control of our Company, the shares vest in full on either the third, fifth or eighth anniversary of the grant date. |
2. | The market value of the shares in these columns is based upon the closing price of our common stock on December |
3. | The number of shares that may be issued under performance unit award agreements granted in each of the prior two years depends upon the Company’s actual pre-incentive compensation operating profit relative to the targeted pre-incentive compensation operating profit for the 3-year performance period. The number of the awards reflects the target level of performance units granted, and the value of the awards is based upon the closing price of our common stock on December |
OPTION AWARDS | STOCK AWARDS | |||||||
NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING(1) | ||||
Matthew J. Missad(2) | 0 | 0 | 41,838 | $3,408,830 | ||||
Michael R. Cole | 0 | 0 | 16,405 | $1,336,025 | ||||
Patrick M. Webster(2) | 0 | 0 | 43,620 | $3,553,957 | ||||
Patrick M. Benton | 0 | 0 | 19,223 | $1,565,541 | ||||
Scott A. Worthington | 0 | 0 | 2,787 | $180,176 |
| | OPTION AWARDS | | | STOCK AWARDS | |||||||
NAME | | | NUMBER OF SHARES ACQUIRED ON EXERCISE | | | VALUE REALIZED ON EXERCISE | | | NUMBER OF SHARES ACQUIRED ON VESTING | | | VALUE REALIZED ON VESTING(1) |
Matthew J. Missad(2) | | | 0 | | | 0 | | | 36,092 | | | $3,020,807 |
Michael R. Cole | | | 0 | | | 0 | | | 12,876 | | | $1,079,477 |
Patrick M. Benton | | | 0 | | | 0 | | | 14,510 | | | $1,216,031 |
Scott A. Worthington | | | 0 | | | 0 | | | 5,764 | | | $484,010 |
William D. Schwartz | | | 0 | | | 0 | | | 981 | | | $83,911 |
1. | Value based upon the closing market price of our Company’s common stock on the vesting date. |
2. |
Non-Qualified Deferred Compensation
NAMES | EXECUTIVE CONTRIBUTIONS IN 2022(1) | COMPANY CONTRIBUTIONS IN 2022(2) | AGGREGATE EARNINGS IN 2022(3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN 2022 | AGGREGATE BALANCE AT DECEMBER 31, 2022 | |||||
Matthew J. Missad | $115,000 | $20,294 | ($1,064,504) | 0 | $7,353,086 | |||||
Michael R. Cole | $55,000 | $9,705 | ($387,006) | ($40,000) | $2,670,301 | |||||
Patrick M. Webster | $115,000 | $18,529 | ($1,520,845) | ($100,000) | $10,369,521 | |||||
Patrick M. Benton | $55,000 | $9,705 | ($117,703) | ($50,000) | $807,954 | |||||
Scott A. Worthington | $55,000 | $9,705 | ($159,507) | 0 | $1,147,256 |
NAMES | | | EXECUTIVE CONTRIBUTIONS IN 2023(1) | | | COMPANY CONTRIBUTIONS IN 2023(2) | | | AGGREGATE EARNINGS IN 2023(3) | | | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN 2023 | | | AGGREGATE BALANCE AT DECEMBER 31, 2023 |
Matthew J. Missad | | | $115,000 | | | $20,294 | | | $4,328,270 | | | $0 | | | $11,816,650 |
Michael R. Cole | | | $55,000 | | | $9,706 | | | $1,618,222 | | | ($40,000) | | | $4,313,230 |
Patrick M. Benton | | | $70,000 | | | $12,353 | | | $498,035 | | | ($55,000) | | | $1,333,341 |
Scott A. Worthington | | | $55,000 | | | $9,706 | | | $720,025 | | | $0 | | | $1,931,987 |
William D. Schwartz | | | $55,000 | | | $9,706 | | | $450,779 | | | ($55,000) | | | $1,200,002 |
1. | Each of the amounts reported in this column are also reported as non-equity incentive plan compensation or salary in the Summary Compensation Table. The amounts shown include deferrals under our DCP from the annual bonus earned for |
2. | The amounts reflect the value of match shares of our common stock contributed by the Company under our |
3. | Amounts shown are credited to the Named Executive’s deferred compensation account(s). The amounts reflect the earnings on various investments in the account(s), including investments in our common stock. |
| | BENEFIT | | | DEATH | | | DISABILITY | | | RETIREMENT(1) | | | CHANGE IN CONTROL(2) | |
Matthew J. Missad | | | Cash Severance(3) | | | $5,000,000 | | | $5,000,000 | | | $5,000,000 | | | $2,472,762 |
| Equity:(4) | | | | | | | | | ||||||
| - Restricted Stock | | | $39,262,875 | | | $39,262,875 | | | $39,262,875 | | | $39,262,875 | ||
| Health and Welfare | | | $60,000 | | | $36,000 | | | $36,000 | | | $36,000 | ||
| TOTAL: | | | $44,322,875 | | | $44,322,875 | | | $44,322,875 | | | $41,735,637 | ||
| |||||||||||||||
Michael R. Cole | | | Cash Severance(3) | | | $606,842 | | | $606,842 | | | $606,842 | | | $855,034 |
| Equity:(4) | | | | | | | | | ||||||
| - Restricted Stock | | | $15,343,340 | | | $15,343,340 | | | $15,343,340 | | | $15,343,340 | ||
| Health and Welfare | | | $36,000 | | | $36,000 | | | $36,000 | | | $36,000 | ||
| TOTAL: | | | $15,986,182 | | | $15,986,182 | | | $15,986182 | | | $16,234,374 | ||
| |||||||||||||||
Patrick M. Benton | | | Cash Severance(3) | | | $376,682 | | | $3762,682 | | | $376,682 | | | $571,080 |
| Equity:(4) | | | | | | | | | ||||||
| - Restricted Stock | | | $15,389,668 | | | $15,389,668 | | | $15,389,668 | | | $15,389,668 | ||
| Health and Welfare | | | $36,000 | | | $36,000 | | | $36,000 | | | $36,000 | ||
| TOTAL: | | | $15,802,350 | | | $15,802,350 | | | $15,802,350 | | | $16,234,374 | ||
| |||||||||||||||
Scott A. Worthington | | | Cash Severance(3) | | | $362,174 | | | $362,174 | | | $362,174 | | | $544,000 |
| Equity:(4) | | | | | | | | | ||||||
| - Restricted Stock | | | $12,660,839 | | | $12,660,839 | | | $12,660,839 | | | $12,660,839 | ||
| Health and Welfare | | | $36,000 | | | $36,000 | | | $36,000 | | | $36,000 | ||
| TOTAL: | | | $13,059,013 | | | $13,059,013 | | | $13,059,013 | | | $13,240,839 | ||
| |||||||||||||||
William D. Schwartz | | | Cash Severance(3) | | | $266,507 | | | $266,507 | | | $266,507 | | | $465,534 |
| Equity:(4) | | | | | | | | | ||||||
| - Restricted Stock | | | $6,347,180 | | | $6,347,180 | | | $6,347,180 | | | $6,347,180 | ||
| Health and Welfare | | | $36,000 | | | $36,000 | | | $36,000 | | | $36,000 | ||
| TOTAL: | | | $6,649,687 | | | $6,649,687 | | | $6,649,687 | | | $6,848,714 |
BENEFIT | DEATH | DISABILITY | RETIREMENT(1) | CHANGE IN CONTROL(2) | ||||||
Matthew J. Missad | Cash Severance(3) | $4,369,861 | $4,369,861 | $4,369,861 | $2,448,279 | |||||
Equity: (4) | ||||||||||
- Restricted Stock | $20,029,373 | $20,029,373 | $20,029,373 | $20,029,373 | ||||||
Health and Welfare | $76,285.44 | $76,285.44 | $65,151 | $65,151 | ||||||
TOTAL: | $24,464,385 | $24,464,385 | $24,464,385 | $22,542,803 | ||||||
Michael R. Cole | Cash Severance(3) | $513,055 | $513,055 | $513,055 | $871,034 | |||||
Equity: (4) | ||||||||||
- Restricted Stock | $7,363,617 | $7,363,617 | $7,363,617 | $7,363,617 | ||||||
Health and Welfare | $76,285.44 | $76,285.44 | $65,151 | $65,151 | ||||||
TOTAL: | $7,941,823 | $7,941,823 | $7,941,823 | $8,299,802 | ||||||
Patrick M. Webster(5) | Cash Severance(3) | $722,760 | $722,760 | $722,760 | $973,680 | |||||
Equity: (4) | ||||||||||
- Restricted Stock | $18,762,815 | $18,762,815 | $18,762,815 | $18,762,815 | ||||||
Health and Welfare | $53,512.20 | $53,512.20 | $46,236 | $46,236 | ||||||
TOTAL: | $19,531,811 | $19,531,811 | $19,531,811 | $19,782,731 | ||||||
Patrick M. Benton | Cash Severance(3) | $262,496 | $262,496 | $262,496 | $598,108 | |||||
Equity: (4) | ||||||||||
- Restricted Stock | $8,532,444 | $8,532,444 | $8,532,444 | $8,532,444 | ||||||
Health and Welfare | $76,285.44 | $76,285.44 | $65,151 | $65,151 | ||||||
TOTAL: | $8,860,091 | $8,860,091 | $8,860,091 | $9,195,703 | ||||||
Scott A. Worthington | Cash Severance(3) | $147,056 | $147,056 | $147,056 | $510,000 | |||||
Equity: (4) | ||||||||||
- Restricted Stock | $4,518,709 | $4,518,709 | $4,518,709 | $4,518,709 | ||||||
Health and Welfare | $76,285.44 | $76,285.44 | $65,151 | $65,151 | ||||||
TOTAL: | $4,730,916 | $4,730,916 | $4,730,916 | $5,093,860 |
Accounts of the Named Executives in deferred compensation plans and 401(k) plans are not included. |
2. | In the event of a change in control and his actual or constructive termination of employment, Mr. Missad would receive three years of salary, while Messrs. Cole, Benton and Worthington would each receive two years of salary. |
3. | None of our Named Executives has an employment agreement with the Company. In lieu of severance, our Board has approved an executive retirement plan (“ERP”) for officers who have been employed by the Company for at least twenty years and have been officers for at least ten years (which currently excludes our CEO). Upon death, permanent disability, or other separation of service at age 62 or later, qualifying employees are entitled to receive three annual cash payments, with each payment equal to one-half of the highest annual base salary during the three-year period preceding separation. If death, permanent disability, or separation of service occurs prior to age 62, the ERP benefits are discounted based upon the difference between the qualifying employee’s actual age and age 62. Benefits under the ERP are forfeited if the Named Executive competes with the Company while employed by the Company or any time while benefits are due. |
Each of the Named Executives has met the service requirements of the ERP. In addition to the benefits provided under the ERP, the Named Executives are eligible for a stipend for health care. |
4. | Stock awards that have already vested are not included in the table. |
UFP Industries 41 2024 Proxy Statement |
SUMMARY | AVERAGE SUMMARY COMPENSATION TABLE | AVERAGE COMPENSATION | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(3) | COMPANY SELECTED | ||||||||||||
YEAR | COMPENSATION TABLE TOTAL FOR CEO(1) | COMPENSATION ACTUALLY PAID TO CEO(1) | TOTAL FOR NON- CEO NAMED EXECUTIVE OFFICERS(2) | ACTUALLY PAID TO NON- CEO NAMED EXECUTIVE OFFICERS(2) | COMPANY TSR | PEER GROUP TSR(4) | NET INCOME (IN MILLIONS)(5) | PERFORMANCE MEASURE (PBOP) (IN MILLIONS)(6) | ||||||||
2022(7) | $10,299,274 | $8,172,530 | $4,761,045 | $4,448,741 | $167 | $119 | $693 | $1,189 | ||||||||
2021(7) | $9,757,808 | $16,098,142 | $4,728,970 | $7,399,581 | $183 | $163 | $536 | $893 | ||||||||
2020(7) | $6,220,661 | $6,430,626 | $3,029,958 | $3,431,864 | $117 | $125 | $247 | $416 |
YEAR | | | SUMMARY COMPENSATION TABLE TOTAL FOR CEO(1) | | | COMPENSATION ACTUALLY PAID TO CEO(1) | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NAMED EXECUTIVE OFFICERS(2) | | | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NAMED EXECUTIVE OFFICERS(2) | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(3) | | | NET INCOME (IN MILLIONS)(5) | | | COMPANY SELECTED PERFORMANCE MEASURE (PBOP) (IN MILLIONS)(6) | |||
| COMPANY TSR | | | PEER GROUP TSR(4) | | |||||||||||||||||||
2023(7) | | | $8,454,535 | | | $25,887,887 | | | $2,972,776 | | | $8,562,233 | | | $268 | | | $198 | | | $514 | | | $824 |
2022(7) | | | $10,299,274 | | | $8,172,530 | | | $4,761,045 | | | $4,448,741 | | | $167 | | | $119 | | | $693 | | | $1,189 |
2021(7) | | | $9,757,808 | | | $16,098,142 | | | $4,728,970 | | | $7,399,581 | | | $183 | | | $163 | | | $536 | | | $893 |
2020(7) | | | $6,220,661 | | | $6,430,626 | | | $3,029,958 | | | $3,431,864 | | | $117 | | | $125 | | | $247 | | | $416 |
1. | Matthew Missad served as our CEO for the entirety of 2023, 2022, 2021 and 2020. |
2. | The NEOs included in this calculation for each year are: |
3. | This comparison assumes $100 was invested on Dec 28, 2019 in our common stock and in an index of our peers. |
4. | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization as of December 28, 2019. The peer group used for this purpose is our self-determined industry peer group as disclosed in our annual report. This peer group is as follows: American Woodmark Corporation, Louisiana-Pacific Corporation, Masco Corporation, Boise Cascade Company, Patrick Industries, Inc., Builders FirstSource, Inc., Simpson Manufacturing Company, Inc., Sonoco Products Company, Gibraltar Industries, Inc., Trex Company, Inc., Greif, Inc., and WestRock |
5. | The dollar amounts reported represent the net income reflected in the company’s audited consolidated financial statements for the applicable year. |
6. | PBOP represents pre-incentive compensation operating profit of each plant, region/business unit, segment as well as Corporate. ROI is determined based upon the Profit Center’s pre-incentive compensation operating profit, less income taxes, divided by the average investment of the Profit Center. Average investment is defined as the average of inventory, plus accounts receivable, plus net property, plant and equipment, plus intangibles, less accumulated amortization and less accounts payable. |
7. | The table below sets forth each of the amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate Compensation Actually Paid. Because the PSUs are earned based on specified performance-criteria, in computing these amounts with respect to PSUs, total fair value (FV) as of year-end is based on the expected payout of the PSUs using data through year-end. There were no other assumptions made in the valuation of equity awards that differs materially from those disclosed as of the grant date of such equity awards. |
2022 | 2021 | 2020 | ||||||||||
CEO | OTHER NEOS AVERAGE | CEO | OTHER NEOS AVERAGE | CEO | OTHER NEOS AVERAGE | |||||||
Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) | $10,299,274 | $4,761,045 | $9,757,808 | $4,728,970 | $6,220,661 | $3,029,958 | ||||||
DEDUCT: grant date fair value (GDFV) of equity awards reported in SCT | $7,697,308 | $3,477,611 | $7,244,629 | $3,579,830 | $3,720,191 | $1,859,954 | ||||||
ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end | $7,108,725 | $3,860,576 | $6,491,406 | $2,900,557 | $2,463,917 | $1,457,169 | ||||||
ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end | $(1,647,460) | $(725,974) | $5,254,494 | $2,603,131 | $1,206,131 | $723,467 | ||||||
ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY | $(256,368) | $(127,302) | $1,546,200 | $638,919 | $66,571 | $2,005 | ||||||
ADD: FV as of the vesting date for awards that are granted and vest in the same FY | $89,500 | $22,375 | $135,718 | $33,930 | $89,756 | $20,004 | ||||||
ADD: Dividends or other earnings paid on stock or option awards in the covered FYY prior to the vesting date that are not otherwise included in the total compensation for the covered FY | $276,168 | $135,631 | $157,145 | $73,904 | $103,702 | $59,215 | ||||||
DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions during FY | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
DEDUCT: change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in SCT | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
ADD: aggregate of (i) pension service cost attributable to services rendered during the FY and (ii) any prior service cost attributable to services rendered in prior periods, as determined under Accounting Standards Codification (ASC) 715 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||
Compensation Actually Paid (as defined by SEC rule) | $8,172,530 | $4,448,741 | $16,098,142 | $7,399,581 | $6,430,626 | $3,431,864 |
| | 2023 | | | 2022 | | | 2021 | ||||||||||
| | CEO | | | OTHER NEOS AVERAGE | | | CEO | | | OTHER NEOS AVERAGE | | | CEO | | | OTHER NEOS AVERAGE | |
Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) | | | $8,454,535 | | | $2,972,776 | | | $10,299,274 | | | $4,761,045 | | | $9,757,808 | | | $4,728,970 |
DEDUCT: grant date fair value (GDFV) of equity awards reported in SCT | | | $5,795,703 | | | $1,713,776 | | | $7,697,308 | | | $3,477,611 | | | $7,244,629 | | | $3,579,830 |
ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end | | | $11,087,446 | | | $3,272,452 | | | $7,108,725 | | | $3,860,576 | | | $6,491,406 | | | $2,900,557 |
ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end | | | $11,526,107 | | | $3,861,284 | | | ($1,647,461) | | | ($725,974) | | | $5,254,494 | | | $2,603,131 |
ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY | | | $153,440 | | | $53,592 | | | ($256,368) | | | ($127,302) | | | $1,546,200 | | | $638,919 |
ADD: FV as of the vesting date for awards that are granted and vest in the same FY | | | $91,081 | | | $— | | | $89,500 | | | $22,375 | | | $135,718 | | | $33,930 |
ADD: Dividends or other earnings paid on stock or option awards in the covered FYY prior to the vesting date that are not otherwise included in the total compensation for the covered FY | | | $370,981 | | | $115,905 | | | $276,168 | | | $135,631 | | | $157,145 | | | $73,904 |
DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions during FY | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
DEDUCT: change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in SCT | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
ADD: aggregate of (i) pension service cost attributable to services rendered during the FY and (ii) any prior service cost attributable to services rendered in prior periods, as determined under Accounting Standards Codification (ASC) 715 | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— |
Compensation Actually Paid (as defined by SEC rule) | | | $25,887,887 | | | $8,562,233 | | | $8,172,530 | | | $4,448,741 | | | $16,098,142 | | | $7,399,581 |
Compensation Actually Paid vs Total Shareholder Return
Compensation Actually Paid vs Net Income
Compensation Actually Paid vs Pre-Bonus Operating Profit
NAMES | FEES EARNED OR PAID IN CASH(1) | STOCK AWARDS | TOTAL |
Joan A. Budden | $ 70,000 | $135,000 | $205,000 |
William G. Currie(2) | $120,000 | $250,000 | $370,000 |
Benjamin J. McLean | $ 70,000 | $135,000 | $205,000 |
Bruce A. Merino | $ 70,000 | $135,000 | $205,000 |
Thomas W. Rhodes(3) | $ 85,000 | $135,000 | $220,000 |
Mary Tuuk Kuras | $ 75,000 | $135,000 | $210,000 |
Brian C. Walker(3) | $ 90,000 | $135,000 | $225,000 |
Michael G. Wooldridge(3) | $ 80,000 | $135,000 | $215,000 |
NAMES | | | FEES EARNED OR PAID IN CASH(1) | | | STOCK AWARDS | | | TOTAL |
Joan A. Budden | | | $70,000 | | | $135,000 | | | $205,000 |
William G. Currie | | | $60,000 | | | $135,000 | | | $195,000 |
Benjamin J. McLean | | | $70,000 | | | $135,000 | | | $205,000 |
Bruce A. Merino | | | $70,000 | | | $135,000 | | | $205,000 |
Thomas W. Rhodes(2) | | | $85,000 | | | $135,000 | | | $220,000 |
Mary Tuuk Kuras | | | $75,000 | | | $135,000 | | | $210,000 |
Brian C. Walker(2) | | | $90,000 | | | $135,000 | | | $225,000 |
Michael G. Wooldridge(2) | | | $80,000 | | | $135,000 | | | $215,000 |
1. | Includes amounts that may be deferred under our |
2. | |
Mr. Rhodes was Chairman of the Personnel and Compensation Committee and received an additional $10,000 per year for serving in that |
Equity Compensation Plan Information
As discussed above, we maintain certain equity compensation plans under which shares of our common stock are authorized for issuance to employees and directors in exchange for services. The following table sets forth certain information regarding our equity compensation plans as of December 31, 2022:
NUMBER OF SHARES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS (A) | WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS (B) | NUMBER OF SHARES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS [EXCLUDING SHARES REFLECTED IN COLUMN (A)](1) (C) | ||||
Equity compensation plans approved by security holders | 0 | $0.00 | 3,279,150 | |||
Equity compensation plans not approved by security holders | none |
Act.
Ruan.
Shareholder Proposals
Shareholders who intend to submit a proposal for inclusion in our proxy materials for our 20242025 Annual Meeting of Shareholders may do so by following the procedures described in SEC Rule 14a-8. To be eligible for inclusion, shareholder proposals must be received by our Secretary no later than November 16, 2023.14, 2024. Proposals of shareholders should be addressed to UFP Industries, Inc., Attention: Secretary,, 2801 East Beltline NE, Grand Rapids, MI 49525.
action), not less than 90 days nor more than 120 days prior to the date of the first anniversary of the preceding year'syear’s annual meeting of shareholders. If our 20242025 Annual Meeting of Shareholders is held more than 30 days before or more than 60 days after the first anniversary of our 20232024 Annual Meeting, the notice must be received not less than 90 days nor more than 120 days prior to the date of that meeting, unless the first public announcement of the meeting is made less than 100 days prior to the date of the meeting, in which case notice must be received within ten days after the date we mail or otherwise give notice of the date of that meeting. This requirement is separate from and in addition to the SEC’s requirements that a shareholder must meet in order to have a shareholder proposal included in our proxy materials.
14, 2024