![]() | | | 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 February 28, 2024 |
| | 1. | | | To elect three directors for three-year terms expiring in 2027. | |
| | 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 2024. | |
| | 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. |
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 14, 2024. |
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 2023 Report to Shareholders electronically by going to www.proxyvote.com. |
Q: | Who can vote? |
A: | Only record holders of the Company’s common stock at the close of business on February 28, 2024 (the “Record Date”), can vote at the Annual Meeting. Each shareholder of record has one vote, for each share of common stock owned, on each matter presented for a vote at the Annual Meeting. |
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.com 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 Internet voting is 11:59 p.m. EDT, April 23, 2024. | | | 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 23, 2024. | |
| | 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 23, 2024. | | | 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 Annual Meeting by: |
1. | Delivering written notice of revocation to the Corporate Secretary of the Company, 2801 East Beltline NE, Grand Rapids, MI 49525, which must be received no later than April 23, 2024; |
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 shares must be present to hold the Annual Meeting? |
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: |
• | Is present in person at the Annual Meeting; or |
• | Has properly submitted a signed proxy card or other form of proxy (through the telephone or Internet). |
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 2027; (ii) the proposal to amend our Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue; (iii) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2024; and (iv) a non-binding, advisory proposal to approve the compensation paid to our Named Executives, otherwise known as a “say-on-pay” proposal. These matters are more fully described in this proxy statement. |
Q: | How many votes are needed for each proposal? |
A: | In order for the proposal to amend our Articles of Incorporation to increase our authorized common stock to be approved, a majority of the shares of common stock issued and outstanding as of the Record Date must vote in factor of the proposal. |
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 meeting. |
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 24, 2024. |
A: | This proxy statement along with our annual report are available at: www.proxyvote.com. A copy of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, as filed with the SEC, may be obtained without charge upon written request to the Chief Financial Officer, UFP Industries, Inc., 2801 East Beltline NE, Grand Rapids, MI 49525. |
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 13G(1A) it filed with the SEC on January 23, 2024. |
3. | The Vanguard Group, either directly or through affiliated companies, beneficially owned this number of shares, as noted on the Schedule 13G(1A) it filed with the SEC on February 13, 2024. |
4. | Kayne Anderson Rudnick Investment Management, LLC, either directly or through affiliated companies, beneficially owned this number of shares, as noted on the Schedule 13G(1A) it filed on February 13, 2024 |
The Board of Directors recommends a vote “FOR” the election of each of the three nominees. |
![]() 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. 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. 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. 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. 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. 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. 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 an audit committee financial expert as defined by the SEC. His experience in transportation and logistics, as well as his role as chief executive officer of a large and sophisticated business organization, make him an important contributor to our Board. 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 serves on the Board of Western Alliance Bancorporation, a regional bank with more than $70 billion in assets, and serves on the boards of a variety of educational and civic institutions. Ms. Tuuk Kuras is an audit committee financial expert, as defined by the SEC. Her experience in the financial services and retail industries adds a unique perspective to our Board. Her expertise in enterprise risk management, corporate governance, legal affairs, compliance, regulatory and governmental affairs, as well as strategic planning, properties and real estate, corporate sustainability, operational leadership, and crisis management further enhances her value as a Board member. 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 firm’s corporate practice group, focusing on corporate governance, securities, and mergers and acquisitions. Mr. Wooldridge served on and chaired the firm’s policy committee and has been included in The Best Lawyers in America since 2005. He also serves on the boards of several community organizations. 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. Director since 2016 Chairman of Nominating and Corporate Governance Committee Member of Personnel and Compensation Committee |
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 |
1. | Integrity. The candidate must exhibit high standards of personal integrity and ethical character. |
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. | Experience. The candidate must have experience at a strategic, policy-making, or senior management level in a business, government, non-profit or academic organization of high standing. |
5. | Business Understanding. The candidate must have a general appreciation regarding major issues facing public companies 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. |
• | Disclosing our Scope 1 and Scope 2 GHG emissions in 2023; and |
• | Assessing our climate risks and opportunities in alignment with the Task Force on Climate-Related Financial Disclosures (TCFD). |
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 2024. |
| | 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. |
The Board of Directors recommends a vote “FOR” this proposal. |
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, Benton, Worthington and Schwartz in the amounts of 91,469 shares; 31,130 shares; 11,214 shares; 15,824 shares; and 10,139 shares, respectively. |
3. | Includes shares held in our Director Plan for Mesdames Budden and Tuuk Kuras who hold 17,776 shares and 7,712 shares, respectively, and Messrs. Currie, McLean, Rhodes, Walker and Wooldridge who hold 35,223 shares; 10,486 shares; 60,663 shares; 30,248 shares; and 28,220 shares, respectively. |
• | Create an environment that rewards performance for achievement of Company goals; |
• | Attract and retain key executives critical to the long-term success of our Company; and |
• | Align the interests of executives with the long-term interests of shareholders through stock ownership initiatives and requirements. |
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% |
(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. |
ACTUAL COMPANY PBOP RELATIVE TO TARGET PBOP | | | 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% |
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 2023, the incentive compensation for Messrs. Missad, Cole, Benton, Schwartz, and Worthington equaled $7,447,868; $3,749,017; $2,297,725; $1,886,981; and $2,098,891, respectively. |
3. | For 2023, Messrs. Benton, Schwartz, and Worthington did not participate in the Corporate Profit Center incentive compensation pool. Rather, the incentive compensation for each of them was based upon the ROI of their respective Segments/Profit Centers. |
| | MATTHEW J. MISSAD | | | MICHAEL R. COLE | | | PATRICK M. BENTON | | | SCOTT A. WORTHINGTON | | | WILLIAM D. SCHWARTZ | |
Shares subject to five-year cliff vesting | | | 45,235 | | | 22,118 | | | 11,751 | | | 10,174 | | | 8,779 |
Performance Units | | | 5,026 | | | 2,457 | | | 1,305 | | | 1,130 | | | 975 |
TITLE | | | COMPANY STOCK OWNERSHIP REQUIREMENT |
Officers | | | $200,000 |
General Managers of Operations, Managing Directors, Regional Sales Managers, Operations Managers, Corporate Directors, National Sales Directors, Segment/ Business Unit Directors, Segment Controllers | | | $100,000 |
Plant Managers, Corporate Senior Managers, Purchasing/ Transportation Managers, Regional Safety Directors | | | $50,000 |
Independent Directors | | | 7,500 shares |
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 Mr. Missad, and $55,000 for Messrs. Benton, Cole and Worthington. The 2021 amounts include deferrals under the DCP in the amount of $115,000 for Mr. Missad, and $55,000 for Messrs. Benton, Cole and Worthington. |
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 2023 in the amount of $4,950 for Messrs. Missad, Cole, Schwartz, and Worthington; and $3,249 for Mr. Benton. Subject to certain requirements, including age and service requirements, all employees are eligible to participate in our Profit Sharing and 401(k) Plan. |
5. | Mr. Schwartz first became a Named Executive in 2023. |
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 $1,500 | | | √ | | | √ | | | √ | | | √ |
TYPE OF PERQUISITES | | | OFFICERS | | | CERTAIN MANAGERS | | | FULL-TIME EMPLOYEES |
Employee Discount | | | √ | | | √ | | | √ |
Convenience Allowance(1) | | | √ | | | Not Offered | | | Not Offered |
Automobile Allowance(2) | | | √ | | | √ | | | Not Offered(2) |
Personal Use of Company Aircraft | | | Only with CEO Approval | | | Only with CEO Approval | | | Not Offered |
1. | We provide our officers with a limited taxable convenience allowance which they may use for household management, health and wellbeing, and similar expenses. |
2. | The Company’s automobile expense reimbursement program limits participation to certain employees whose personal automobiles are used more than fifty percent for Company business travel. Other employees receive reimbursement, in accordance with the Internal Revenue Code, for expenses incurred in connection with the utilization of their personal vehicles for business travel. |
| | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK(3) (#) | | | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | |||||||||||
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 program are required to be paid within 75 days after our fiscal year-end and are subject to the maximum payment amount described in footnote (4). For details regarding how awards are determined under the Plan, see the Compensation Discussion and Analysis section of this proxy statement. |
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 first day of the fiscal year that the performance units are granted. As explained in the Compensation Discussion and Analysis section above, performance is based upon the Company’s actual, cumulative pre-incentive compensation operating profit relative to the budgeted amount of cumulative pre-incentive compensation operating profit for that 3-year period. The total number of shares that may finally issue may vary from zero to 200% of the target amount, depending upon the Company’s performance. |
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 | ||||||||||||
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 | | | | |
1. | 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 30, 2023 ($125.55). |
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 30, 2023, which was $125.55. |
| | 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. | Mr. Missad turned 60 in 2020. Under the terms of the Company’s Executive Stock Grant Program, each of his unvested shares held in this program fully vested on his birthday. |
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 2023 and monthly salary for 2023 for Mr. Missad of $100,000 and $15,000 respectively, from the annual bonus earned for 2023 and monthly salary for 2023 for Messrs. Cole and Worthington of $40,000 and $15,000, respectively; from the annual bonus earned for 2023 and monthly salary for 2023 for Mr. Benton of $55,000 and $15,000, respectively, and from the annual bonus earned for 2023 for Mr. Schwartz of $55,000. |
2. | The amounts reflect the value of match shares of our common stock contributed by the Company under our Executive Stock Grant Program, as described under Compensation Discussion and Analysis above. |
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 |
1. | 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. |
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) | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
2022(7) | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
2021(7) | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
2020(7) | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
1. |
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 Company. |
5. | The dollar amounts reported represent the net income reflected in the company’s audited consolidated financial statements for the applicable year. |
6. |
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. |
| | 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) | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
DEDUCT: grant date fair value (GDFV) of equity awards reported in SCT | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
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 | | | $ | | | $ | | | ($ | | | ($ | | | $ | | | $ |
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 | | | $ | | | $ | | | ($ | | | ($ | | | $ | | | $ |
ADD: FV as of the vesting date for awards that are granted and vest in the same FY | | | $ | | | | | $ | | | $ | | | $ | | | $ | |
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 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
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) | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ |
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 Director Plan and used to purchase shares of our common stock. |
2. | Mr. Rhodes was Chairman of the Personnel and Compensation Committee and received an additional $10,000 per year for serving in that capacity as well as $15,000 for serving as Lead Director. Mr. Walker was Chairman of the Audit Committee and received an additional $20,000 for serving in that capacity. Mr. Wooldridge was Chairman of the Nominating and Corporate Governance Committee and received an additional $10,000 for serving in that capacity. |