UFP INDUSTRIES INC
For the period ended Apr 23, 2025. Filed Mar 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2025 · Filed Mar 12, 2025
Contents
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain Company financial performance metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to the Compensation Discussion and Analysis in this proxy statement.
The following table provides information showing the relationship during 2024, 2023, 2022, 2021, and 2020 between (1) executive “compensation actually paid” (as defined by SEC rule) to (a) each person serving as our CEO and (b) our non-CEO named executive officers (also referred to as other NEOs below), on an average basis, and (2) the Company’s financial performance. The Company’s selected performance measure is Pre-Bonus Operating Profit (PBOP), as reflected in the chart below. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so.
| 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)(6)(IN MILLIONS) | ||||||||
|---|---|---|---|---|---|---|---|---|
| COMPANY TSR · PEER GROUP TSR(4) | ||||||||
| 2024(7) | $5,948,997 | $5,413,544 | $2,275,266 | $2,071,169 | $242 | $203 | $419 | $646 |
| 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 | $6,430,547 | $3,029,958 | $3,431,864 | $117 | $125 | $247 | $416 |
| 1. | Matthew Missad served as our CEO for the entirety of 2024, 2023, 2022, 2021, and 2020. |
| 2. | The NEOs included in this calculation for each year are: |
2024 – Patrick Benton, Michael Cole, Scott Worthington, and William Schwartz
2023 – Patrick Benton, Michael Cole, Scott Worthington, and William Schwartz
2022 – Patrick Benton, Michael Cole, Patrick Webster, and Scott Worthington
2021 – Patrick Benton, Michael Cole, Patrick Webster, and Scott Worthington
2020 – Patrick Benton, Michael Cole, Patrick Webster, and Allen Peters
| 3. | This comparison assumes $100 was invested on December 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 Smurfit WestRock plc (as successor of WestRock Company pursuant to a 2024 merger transaction; all peer group data for years other than 2024 include 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. | PBOP represents pre-incentive compensation operating profit based on the pre-incentive compensation ROI of each plant, region/business unit, and segment. 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. |
UFP Industries 40 2025 Proxy Statement
| 2024 · 2023 · 2022 · 2021 · 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| CEO · OTHER NEOs AVERAGE · CEO · OTHER NEOs AVERAGE · CEO · OTHER NEOs AVERAGE · CEO · OTHER NEOs AVERAGE · CEO · OTHER NEOs AVERAGE | ||||||||||
| Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) | $5,948,997 | $2,275,266 | $8,454,535 | $2,972,776 | $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 | $3,282,580 | $880,901 | $5,795,703 | $1,713,776 | $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 | $5,639,787 | $1,695,789 | $11,087,446 | $3,272,452 | $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 | ($3,049,311) | ($1,040,231) | $11,526,107 | $3,861,284 | ($1,647,461) | ($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 | ($306,750) | ($97,757) | $153,440 | $53,592 | ($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 | $95,325 | $— | $91,081 | $— | $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 FY prior to the vesting date that are not otherwise included in the total compensation for the covered FY | $368,075 | $119,002 | $370,981 | $115,905 | $276,168 | $135,631 | $157,145 | $73,904 | $103,702 | $59,215 |
| Compensation Actually Paid (as defined by SEC rule) | $5,413,544 | $2,071,169 | $25,887,887 | $8,562,233 | $8,172,530 | $4,448,741 | $16,098,142 | $7,399,581 | $6,430,547 | $3,431,864 |
UFP Industries 41 2025 Proxy Statement
Financial Performance Measures
As discussed in the Compensation Discussion and Analysis, our executive compensation program and compensation decisions reflects a pay-for-performance philosophy. The metrics used within our incentive plans are selected to support these objectives. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are as follows:
| • | Pre-Bonus Operating Profit |
|---|
| • | Pre-Bonus Operating Profit relative to Target Levels of Return on Investment |
|---|
Analysis of the Information Presented in the Pay versus Performance Table
While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table set forth above. Moreover, the Company generally seeks to incentivize positive long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of SEC Regulation S-K) for a particular year. In accordance with Item 402(v), the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Total Shareholder Return
UFP Industries 42 2025 Proxy Statement
Compensation Actually Paid and Net Income
Compensation Actually Paid and Pre-Bonus Operating Profit
UFP Industries 43 2025 Proxy Statement
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