![]() | 2801 East Beltline NE Grand Rapids, MI 49525 | ||
1. | To elect two directors for three-year terms expiring in 2028, with the director nominees recommended by the Company’s Board of Directors named in the proxy statement accompanying this notice. | |||||||
2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2025. | |||||||
3. | To approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers. | |||||||
4. | To transact any other business that is properly presented at the meeting or any adjournment thereof. | |||||||
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DATE & TIME | PLACE | RECORD DATE | ||||
Wednesday, April 23, 2025 8:30 a.m. EDT (registration begins at 8:00 a.m. EDT) | 3310 Eagle Park Dr NE Grand Rapids, MI 49525 | February 28, 2025 You can vote if you were a shareholder of record on February 28, 2025 | ||||
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. |
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 12, 2025. |
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 electronically this proxy statement along with our annual report to shareholders for the fiscal year ended December 28, 2024, 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, 2025 (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: | If your shares are held in “street name,” follow the instructions provided by your brokerage firm, bank or other nominee. If your shares are held in your name, you may vote in one of four ways: |
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 22, 2025. | 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 22, 2025. | |||||
IN WRITING: | IN PERSON: | |||||
Complete, sign, date and return the proxy card in the return envelope provided with your proxy card. The deadline by which your completed, signed and dated proxy card must be received is April 22, 2025. | 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 22, 2025; |
2. | submitting another properly completed proxy card that is later dated; |
3. | voting by telephone at a later time; |
4. | voting via the Internet at a later time; or |
5. | voting at the Annual Meeting. |
Q: | How many shares must be present to hold the Annual Meeting? |
A: | To carry on the business of the meeting, we must have a quorum. This means that a majority of the shares of the Company’s common stock 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 two directors to serve three-year terms expiring in 2028; (ii) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2025; and (iii) the approval, on an advisory (non-binding) basis, of the compensation paid to our Named Executives, otherwise known as a “say-on-pay” vote. These matters are described more fully in this proxy statement. We are not aware of any other business to be acted upon at the Annual Meeting. |
Q: | How many votes are needed to approve each matter? |
A: | Under the Company’s majority vote standard for the election of directors (described in more detail below), to be elected, a nominee must receive a greater number of votes cast “for” his or her election than the number of votes cast “against.” |
Q: | What happens if a nominee is not available for election as a director at the time of the Annual Meeting? |
A: | The Board may provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxies will be voted for the substitute nominee. Proxies cannot be voted for more than two nominees. We have no reason to believe that any nominee will not be available for election as a director at the time of the Annual Meeting. |
Q: | What options do I have in voting on each of the matters presented at the meeting? |
A: | You may vote “for,” “against,” or “abstain” on each matter properly presented at 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 Annual Meeting. |
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) | 13.99% | ||||||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 6,882,889(2) | 11.32% | ||||||
Kayne Anderson Rudnick Investment Management, LLC 2000 Avenue of the Stars Suite 1110 Los Angeles, CA 90067 | 3,152,738(4) | 5.18% | ||||||
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 two nominees as a director. | ||
![]() Joan A. Budden Former President and CEO of Priority Health Age: 63 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 also serves on the board of Independent Bank Corporation, on the board of AARP Services, Inc, a subsidiary of AARP, and on the board of Together Women’s Health. 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. 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 D. Schwartz, Jr. President and Chief Executive Officer Age: 47 | WILLIAM D. SCHWARTZ, JR., became President and Chief Executive Officer of the Company on December 29, 2024. Before assuming the role of President and CEO, Mr. Schwartz served as President of UFP Retail Solutions, LLC, a wholly owned subsidiary and approximately $2.6 billion segment of the Company that specializes in yard and home products, a position he held since January 1, 2023. Mr. Schwartz joined the Company in 1998, and advanced into a variety of roles including account manager, sales manager, and regional sales director. He is a past member of our CEO Club, which recognizes the Company’s top salespeople. Mr. Schwartz served as general manager of operations for several Company plants, became an operations vice president in 2014, executive vice president of purchasing in 2020, and executive vice president of operations services in 2022. Mr. Schwartz has significant knowledge of and experience in both the sales and operations sides of the Company. He led the largest operating segment of the Company by revenue, and he understands our culture. These attributes enable Mr. Schwartz to offer the Board valuable insight into the Company and its markets, products, competitors, opportunities, and challenges. No prior service | ||
![]() Benjamin J. McLean CEO of Ruan Transportation Management Systems Age: 48 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. SERVICE AS A DIRECTOR Director since 2020 Member of Audit Committee Member of Nominating and Corporate Governance Committee | ||
![]() Mary Tuuk Kuras CEO of MTK Practical Leadership Age: 60 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 $80 billion in assets, and on the board of Chorus America. 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 Counsel - Varnum LLP Age: 65 Director since: 2016 | MICHAEL G. WOOLDRIDGE, serves as Counsel with the law firm of Varnum LLP, headquartered in Grand Rapids, MI. He joined Varnum in 1984 and from 1990 through 2024 was 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 | ||
![]() Matthew J. Missad Executive Chairman of the Board Age: 64 Director since: 2011 | MATTHEW J. MISSAD, became Chairman of our Board of Directors on February 2, 2023, and Executive Chairman of our Board on December 29, 2024. He became the fifth Chief Executive Officer in the Company’s history on July 13, 2011, and President of the Company on January 1, 2023, positions he held until his appointment as Executive Chairman. 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 served on the board of Independent Bank Corporation from October 2014 to April 2024, and served on its Compensation Committee. Mr. Missad has a JD degree, is a member of the Michigan Bar Association, has a CPA certificate of examination, and is a licensed real estate broker. Mr. Missad’s experience and exposure to nearly all facets of our business are integral to the growth of the 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 the Company’s business, culture, people, markets and opportunities. Director since 2011 | ||
![]() Thomas W. Rhodes President and CEO of TWR Enterprises, Inc Age: 63 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 the 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 Independent Director Chairman of Personnel and Compensation Committee | ||
![]() Brian C. Walker Former Partner – Strategic Leadership for Huron Capital Age: 63 Director since: 2015 | BRIAN C. WALKER, joined the private equity firm of Huron Capital in January 2019 and served as an Operating Partner until January 2024. 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 Cooper Tire & Rubber Company from 2018 to 2021, on the board of Briggs & Stratton Corporation from 2002 to 2020, and 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 the 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 | ||
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 the Company and its shareholders. |
3. | Fair and Equal Representation. The candidate must be able to represent fairly and equally all shareholders of the 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 2025; and |
• | Assessing our climate risks and opportunities in alignment with the Task Force on Climate-Related Financial Disclosures (TCFD). |
The Board of Directors recommends a vote “FOR” ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal 2025. | ||
2024 | 2023 | |||||||
Audit Fees(1) | $1,381,114 | $1,476,540 | ||||||
Tax Fees (Time and Materials) | $321,814 | $131,509 | ||||||
All Other Fees | $1,895 | $1,895 | ||||||
Total | $1,704,823 | $1,609,944 | ||||||
1. | Includes annual audit, quarterly reviews, and audit of internal controls. |
The Board of Directors recommends a vote “FOR” approval of the resolution set forth above approving the compensation paid to our Named Executives as described in the resolution. | ||
NAME OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1) | PERCENT OF CLASS | ||||||
Matthew J. Missad | 484,900(2) | * | ||||||
Michael R. Cole | 261,236(2) | * | ||||||
Patrick M. Benton | 124,687(2) | * | ||||||
William G. Currie | 177,577(3) | * | ||||||
Scott A. Worthington | 145,977(2) | * | ||||||
Thomas W. Rhodes | 80,283(3) | * | ||||||
William D. Schwartz, Jr. | 84,785(2) | * | ||||||
Michael G. Wooldridge | 46,316(3) | * | ||||||
Bruce A. Merino | 23,191 | * | ||||||
Brian C. Walker | 39,148(3) | * | ||||||
Mary Tuuk Kuras | 36,036(3) | * | ||||||
Joan A. Budden | 19,203(3) | * | ||||||
Benjamin J. McLean | 12,406(3) | * | ||||||
All directors and executive officers as a group (15 persons) | 1,559,660(2)(3) | 2.56% | ||||||
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 92,710 shares; 31,716 shares; 11,584 shares; 16,562 shares; and 10,367 shares, respectively. |
3. | Includes shares held in our Director Plan for Mesdames Budden and Tuuk Kuras who hold 19,203 shares and 7,797 shares, respectively, and Messrs. Currie, McLean, Rhodes, Walker, and Wooldridge who hold 36,751 shares; 11,740 shares; 63,354 shares; 31,721 shares; and 29,844 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 the Company; and |
• | Align the interests of executives with the long-term interests of shareholders through stock ownership initiatives and requirements. |
NAMED EXECUTIVE | 2025 EFFECTIVE DATE | NEW SALARY | % INCREASE | ||||||||
Michael R. Cole | 02/01/2025 | $480,750 | 0.2% | ||||||||
Patrick M. Benton | 02/01/2025 | $408,750 | 0.2% | ||||||||
Scott A. Worthington | 02/01/2025 | $408,750 | 0.2% | ||||||||
1. | Our 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 Smurfit Westrock plc (as successor of Westrock Company Pursuant to a 2024 merger transaction). |
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 | 19.80% | 6.1% | 12.54% | $1,743,747 | $3,197,580 | ||||||||||||
Michael R. Cole | 19.80% | 6.1% | 5.94% | $961,500 | $1,380,051 | ||||||||||||
Patrick M. Benton | 31.77% | 2.2%(3) | 38.85%(3) | $817,500 | $935,534 | ||||||||||||
William D. Schwartz, Jr. | 21.72% | 2.0%(3) | 46.94%(3) | $1,201,500 | $723,514 | ||||||||||||
Scott A. Worthington | 13.60% | 1.8%(3) | 38.87%(3) | $817,500 | $300,860 | ||||||||||||
1. | The Committee periodically establishes ROI threshold achievement levels for each Profit Center, which may vary among the different Profit Centers. |
2. | For 2024, the incentive compensation for Messrs. Missad, Cole, Benton, Schwartz, and Worthington equaled $4,941,327, $2,341,551, $1,753,034, $1,925,014 and $1,118,360, respectively. |
3. | For 2024, 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, JR. | |||||||||||||
Shares subject to five-year cliff vesting | 26,984 | 11,646 | 7,895 | 2,539 | 6,106 | ||||||||||||
Performance Units | 2,998 | 1,294 | 877 | 282 | 678 | ||||||||||||
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 | ||||
1. | In December 2024, our Board of Directors approved an amendment to the ESGP to lower the match from approximately $0.85 to approximately $0.35, commencing with deferrals made under the DCP on or after January 1, 2025. |
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 | 2024 | $871,154 | $3,282,580 | $1,743,746 | $51,517 | $5,948,997 | ||||||||||||||
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 | |||||||||||||||
Michael R. Cole, Chief Financial Officer | 2024 | $478,750 | $1,425,683 | $961,500 | $22,792 | $2,888,725 | ||||||||||||||
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 | |||||||||||||||
Patrick M. Benton, President, UFP Construction, LLC | 2024 | $407,333 | $981,166 | $817,500 | $20,637 | $2,226,636 | ||||||||||||||
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 | |||||||||||||||
Scott A. Worthington, President, UFP Packaging, LLC | 2024 | $407,333 | $346,491 | $817,500 | $22,727 | $1,594,051 | ||||||||||||||
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 | |||||||||||||||
William D. Schwartz, Jr., President, UFP Retail, LLC(5) | 2024 | $384,583 | $770,264 | $1,201,500 | $35,305 | $2,391,652 | ||||||||||||||
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 2024 amounts include deferrals under the DCP in the amount of $100,000 for Mr. Missad, $55,000 for Messrs. Cole, Schwartz, and Worthington, and $70,000 for Benton. 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. |
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 2024 in the amount of $5,450 for Messrs. Missad, Cole, Schwartz, and Worthington; and $3,519 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 $1,500 | √ | √ | √ | √ | ||||||||||
TYPE OF PERQUISITES | OFFICERS | CERTAIN MANAGERS | FULL-TIME EMPLOYEES | ||||||||
Employee Discount | √ | √ | √ | ||||||||
Convenience Allowance(1) | √ | Not Offered | Not Offered | ||||||||
Automobile Allowance(2) | Not Offered(2) | Not Offered(2) | Not Offered(2) | ||||||||
Personal Use of Company Aircraft | Only with CEO Approval | Only with CEO Approval | Not Offered | ||||||||
1. | We provide our officers with a limited taxable convenience allowance which they may use for household management, health and wellbeing, and similar expenses. |
2. | The Company’s automobile expense reimbursement program limits participation to certain employees whose personal automobiles are used more than fifty percent for Company business travel. Other employees receive reimbursement, in accordance with the Internal Revenue Code, for expenses incurred in connection with the utilization of their personal vehicles for business travel. The Company discontinued the program as of July 1, 2024. |
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK(3) (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | |||||||||||||||||||||||
NAME | GRANT DATE | THRESHOLD ($) | MAXIMUM(4) | THRESHOLD (#) | Target (#) | MAXIMUM (#) | ||||||||||||||||||||
Matthew J. Missad | — | $1,743,746 | — | — | — | — | — | |||||||||||||||||||
02/20/25 | — | — | 1,499 | 2,998 | 5,996 | — | $319,737 | |||||||||||||||||||
02/20/25 | — | — | — | — | — | 26,984 | $2,877,844 | |||||||||||||||||||
02/27/25 | 774(5) | $85,000 | ||||||||||||||||||||||||
Michael R. Cole | — | $961,500 | — | — | — | — | — | |||||||||||||||||||
02/20/25 | — | — | 647 | 1,294 | 2,588 | $138,005 | ||||||||||||||||||||
02/20/25 | — | — | — | — | — | 11,646 | $1,242,046 | |||||||||||||||||||
02/27/25 | 415(5) | $45,632 | ||||||||||||||||||||||||
Patrick M. Benton | — | $817,500 | — | — | — | — | — | |||||||||||||||||||
02/20/25 | — | — | 438 | 877 | 1,754 | — | $93,532 | |||||||||||||||||||
02/20/25 | — | — | — | — | — | 7,895 | $842,002 | |||||||||||||||||||
02/27/25 | 415(5) | $45,632 | ||||||||||||||||||||||||
Scott A. Worthington | — | $817,500 | — | — | — | — | — | |||||||||||||||||||
02/20/25 | — | — | 141 | 282 | 564 | — | $30,075 | |||||||||||||||||||
02/20/25 | — | — | — | — | — | 2,539 | $270,784 | |||||||||||||||||||
02/27/25 | 415(5) | $45,632 | ||||||||||||||||||||||||
William D. Schwartz, Jr. | — | $1,201,500 | — | — | — | — | — | |||||||||||||||||||
02/20/25 | — | — | 339 | 678 | 1,356 | — | $72,309 | |||||||||||||||||||
02/20/25 | — | — | — | — | — | 6,106 | $651,205 | |||||||||||||||||||
02/27/25 | 426(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 | 2/27/24 | 2/27/29 | 45,235 | $5,075,819 | ||||||||||||||||
2/27/24 | 2/27/27 | 5,026 | $563,967 | |||||||||||||||||
02/27/23 | 02/27/28 | 79,480 | $8,918,451 | |||||||||||||||||
02/27/23 | 02/27/26 | 8,831 | $990,927 | |||||||||||||||||
02/17/22 | 02/17/27 | 80,730 | $9,058,713 | |||||||||||||||||
05/02/22 | 02/17/25 | 8,970 | $1,006,524 | |||||||||||||||||
02/20/20 | 02/20/25 | 50,573 | $5,674,796 | |||||||||||||||||
Michael R. Cole | 2/29/24 | 7/16/26 | 446 | $50,010 | ||||||||||||||||
2/27/24 | 2/27/29 | 22,118 | $2,481,861 | |||||||||||||||||
2/27/24 | 2/27/27 | 2,457 | $275,700 | |||||||||||||||||
03/02/23 | 07/19/26 | 573 | $64,292 | |||||||||||||||||
02/27/23 | 02/27/28 | 30,335 | $3,403,890 | |||||||||||||||||
02/27/23 | 02/27/26 | 3,370 | $378,148 | |||||||||||||||||
05/02/22 | 02/17/30 | 10,790 | $1,210,746 | |||||||||||||||||
05/02/22 | 02/17/25 | 3,297 | $369,956 | |||||||||||||||||
02/24/22 | 07/19/26 | 596 | $66,908 | |||||||||||||||||
02/17/22 | 02/17/27 | 29,678 | $3,330,168 | |||||||||||||||||
02/25/21 | 02/25/26 | 868 | $97,422 | |||||||||||||||||
02/27/20 | 02/27/25 | 987 | $110,696 | |||||||||||||||||
02/20/20 | 02/20/25 | 18,045 | $2,024,829 | |||||||||||||||||
Patrick M. Benton | 2/29/24 | 2/28/29 | 446 | $50,010 | ||||||||||||||||
2/27/24 | 2/27/29 | 11,751 | $1,318,580 | |||||||||||||||||
2/27/24 | 2/27/27 | 1,305 | $146,434 | |||||||||||||||||
03/02/23 | 03/02/28 | 559 | $62,704 | |||||||||||||||||
02/27/23 | 02/27/28 | 25,795 | $2,894,457 | |||||||||||||||||
02/27/23 | 02/27/26 | 2,866 | $321,594 | |||||||||||||||||
05/02/22 | 02/17/30 | 8,603 | $965,343 | |||||||||||||||||
05/02/22 | 02/17/25 | 3,059 | $343,250 | |||||||||||||||||
02/24/22 | 02/24/27 | 574 | $64,421 | |||||||||||||||||
02/17/22 | 02/17/27 | 27,536 | $3,089,815 | |||||||||||||||||
02/25/21 | 02/25/26 | 822 | $92,264 | |||||||||||||||||
02/27/20 | 02/27/25 | 787 | $88,295 | |||||||||||||||||
02/20/20 | 02/20/25 | 23,697 | $2,659,040 | |||||||||||||||||
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 | 2/29/24 | 2/28/29 | 446 | $50,010 | ||||||||||||||||
2/27/24 | 2/27/29 | 10,174 | $1,141,625 | |||||||||||||||||
2/27/24 | 2/27/27 | 1,130 | $126,797 | |||||||||||||||||
03/02/23 | 03/02/28 | 573 | $64,292 | |||||||||||||||||
02/27/23 | 02/27/28 | 23,910 | $2,682,941 | |||||||||||||||||
02/27/23 | 02/27/26 | 2,656 | $298,030 | |||||||||||||||||
05/02/22 | 02/17/30 | 8,501 | $953,897 | |||||||||||||||||
05/02/22 | 02/17/25 | 3,121 | $350,207 | |||||||||||||||||
02/24/22 | 02/24/27 | 596 | $66,908 | |||||||||||||||||
02/17/22 | 02/17/27 | 28,097 | $3,152,764 | |||||||||||||||||
02/25/21 | 02/25/26 | 868 | $97,422 | |||||||||||||||||
02/27/20 | 02/27/25 | 750 | $84,207 | |||||||||||||||||
02/20/20 | 02/20/25 | 10,415 | $1,168,667 | |||||||||||||||||
William D. Schwartz, Jr. | 2/29/24 | 2/28/29 | 425 | $47,633 | ||||||||||||||||
2/27/24 | 2/27/29 | 8,779 | $985,092 | |||||||||||||||||
2/27/24 | 2/27/27 | 975 | $109,405 | |||||||||||||||||
03/02/23 | 03/02/28 | 559 | $62,704 | |||||||||||||||||
02/27/23 | 02/27/28 | 13,089 | $1,468,717 | |||||||||||||||||
02/24/22 | 02/24/27 | 574 | $64,421 | |||||||||||||||||
02/17/22 | 2/17/27 | 17,571 | $1,971,642 | |||||||||||||||||
02/25/21 | 02/25/26 | 822 | $92,264 | |||||||||||||||||
02/27/20 | 02/27/25 | 629 | $70,636 | |||||||||||||||||
02/20/20 | 02/20/25 | 7,493 | $840,790 | |||||||||||||||||
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 the 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 28, 2024 ($112.21). |
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 28, 2024, which was $112.21. |
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 | 116,220 | $13,428,476 | ||||||||||
Michael R. Cole | 0 | 0 | 39,445 | $4,562,656 | ||||||||||
Patrick M. Benton | 0 | 0 | 43,308 | $5,006,876 | ||||||||||
Scott A. Worthington | 0 | 0 | 35,303 | $4,091,700 | ||||||||||
William D. Schwartz, Jr. | 0 | 0 | 13,504 | $1,591,954 | ||||||||||
1. | Value based upon the closing market price of the 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 2024(1) | COMPANY CONTRIBUTIONS IN 2024(2) | AGGREGATE EARNINGS IN 2024(3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN 2024 | AGGREGATE BALANCE AT DECEMBER 31, 2024 | ||||||||||||
Matthew J. Missad | $100,000 | $17,647 | ($1,079,053) | ($100,000) | $10,755,244 | ||||||||||||
Michael R. Cole | $55,000 | $9,706 | ($399,307) | ($40,000) | $3,938,629 | ||||||||||||
Patrick M. Benton | $70,000 | $12,353 | ($122,127) | ($55,000) | $1,238,567 | ||||||||||||
Scott A. Worthington | $55,000 | $9,706 | ($179,252) | $0 | $1,817,441 | ||||||||||||
William D. Schwartz, Jr. | $55,000 | $9,706 | ($108,080) | ($55,000) | $1,101,628 | ||||||||||||
1. | Each of the amounts reported in this column is 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 2024 for Mr. Missad of $100,000; from the annual bonus earned for 2024 and monthly salary for 2024 for Messrs. Cole and Worthington of $40,000 and $15,000, respectively; from the annual bonus earned for 2024 and monthly salary for 2024 for Mr. Benton of $55,000 and $15,000, respectively, and from the annual bonus earned for 2024 for Mr. Schwartz of $55,000. |
2. | The amounts reflect the value of shares of our common stock contributed by the Company under our DCP, based upon the issuance of shares in an amount equal to 15% of the fiscal 2024 salary and/or bonus deferrals. |
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 | $2,589,723 | ||||||||||||
Equity:(4) | |||||||||||||||||
- Restricted Stock | $28,727,780 | $28,727,780 | $28,727,780 | $28,727,780 | |||||||||||||
Health and Welfare | $60,000 | $60,000 | $60,000 | $60,000 | |||||||||||||
TOTAL: | $33,787,780 | $33,787,780 | $33,787,780 | $31,377,503 | |||||||||||||
Michael R. Cole | Cash Severance(3) | $646,932 | $646,932 | $646,932 | $930,000 | ||||||||||||
Equity:(4) | |||||||||||||||||
- Restricted Stock | $12,451,495 | $12,451,495 | $12,451,495 | $12,451,495 | |||||||||||||
Health and Welfare | $36,000 | $36,000 | $36,000 | $36,000 | |||||||||||||
TOTAL: | $13,134,427 | $13,134,427 | $13,134,427 | $13,417,495 | |||||||||||||
Patrick M. Benton | Cash Severance(3) | $508,921 | $508,921 | $508,921 | $800,000 | ||||||||||||
Equity:(4) | |||||||||||||||||
- Restricted Stock | $10,927,234 | $10,927,234 | $10,927,234 | $10,927,234 | |||||||||||||
Health and Welfare | $36,000 | $36,000 | $36,000 | $36,000 | |||||||||||||
TOTAL: | $11,472,155 | $11,472,155 | $11,472,155 | $11,763,234 | |||||||||||||
Scott A. Worthington | Cash Severance(3) | $512,435 | $512,435 | $512,435 | $800,000 | ||||||||||||
Equity:(4) | |||||||||||||||||
- Restricted Stock | $9,099,894 | $9,099,894 | $9,099,894 | $9,099,894 | |||||||||||||
Health and Welfare | $36,000 | $36,000 | $36,000 | $36,000 | |||||||||||||
TOTAL: | $9,648,329 | $9,648,329 | $9,648,329 | $9,935,894 | |||||||||||||
William D. Schwartz, Jr. | Cash Severance(3) | $355,934 | $355,934 | $355,934 | $650,000 | ||||||||||||
Equity:(4) | |||||||||||||||||
- Restricted Stock | $5,266,240 | $5,266,240 | $5,266,240 | $5,266,240 | |||||||||||||
Health and Welfare | $36,000 | $36,000 | $36,000 | $36,000 | |||||||||||||
TOTAL: | $5,658,174 | $5,658,174 | $5,658,174 | $5,952,240 | |||||||||||||
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, Worthington, and Schwartz 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)(6) (IN MILLIONS) | |||||||||||||||||||
COMPANY TSR | PEER GROUP TSR(4) | |||||||||||||||||||||||||
2024(7) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
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 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. |
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. |
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) | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
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 FY prior to the vesting date that are not otherwise included in the total compensation for the covered FY | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
Compensation Actually Paid (as defined by SEC rule) | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
• |
• |



NAMES | FEES EARNED OR PAID IN CASH(1) | STOCK AWARD $ | TOTAL(1) | ||||||||
Joan A. Budden | $71,000 | $135,000 | $206,000 | ||||||||
William G. Currie | $60,000 | $135,000 | $195,000 | ||||||||
Benjamin J. McLean(2) | $73,750 | $135,000 | $208,750 | ||||||||
Bruce A. Merino | $70,000 | $135,000 | $205,000 | ||||||||
Thomas W. Rhodes(2) | $104,500 | $135,000 | $239,500 | ||||||||
Mary Tuuk Kuras | $75,000 | $135,000 | $210,000 | ||||||||
Brian C. Walker(2) | $90,000 | $135,000 | $225,000 | ||||||||
Michael G. Wooldridge(2) | $88,000 | $135,000 | $223,000 | ||||||||
1. | Includes amounts that may be deferred under our Director Plan and used to purchase shares of our common stock. Excludes additional 10% of any deferred cash amount that under the terms of the Director Plan is applied to purchase of our common stock. |
2. | Mr. McLean was appointed to the Nominating and Corporate Governance Committee in 2024 and earned $3,750 of the $5,000 annual director fee for service on that Committee. Mr. Rhodes was Chairman of the Personnel and Compensation Committee and earned an additional $10,000 per year for serving in that capacity as well as $20,000 for serving as Lead Independent Director. Mr. Walker was Chairman of the Audit Committee and earned an additional $20,000 for serving in that capacity. Mr. Wooldridge was Chairman of the Nominating and Corporate Governance Committee and earned an additional $10,000 for serving in that capacity. |