DEF 14A of Ufp Industries Inc
Filed Mar 14, 2024 · FY20230001140361-24-013170
Election of Directors
Election of Directors Our Board presently consists of nine members. These members are divided into three classes of equal number, with the classes to hold office for staggered terms of three years each. Our Board has nominated Matthew J. Missad, Thomas W. Rhodes and Brian C. Walker to three-year terms expiring at our 2027 Annual Meeting of Shareholders. Each incumbent director has been previously elected by our shareholders. The persons named as proxy holders in the accompanying proxy will vote for the above-named nominees, unless a shareholder directs them differently by proxy. If a nominee is not available for election as a director at the time of the Annual Meeting (a situation which is not now anticipated), the Board may designate a substitute nominee, and the accompanying proxy will be voted for the substitute nominee. The proxies cannot be voted for a greater number of persons than the number of nominees named. The proxy holders, to the extent they have been granted authority to vote in the election of directors, may or may not vote for a substitute nominee. The vote required for the election of a director shall, except in a contested election, be the affirmative vote of a majority of the votes cast in the election of a nominee. A “majority of the votes cast” means that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election. “Abstentions” and “broker non-votes” are not counted as votes cast either “for” or “against” that director’s election. In a contested election, directors are elected by a plurality of the votes cast at a meeting of shareholders. An election is considered contested if there are more nominees for election than positions on the Board of Directors to be filled by election at that meeting. In any non-contested election of directors, any director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election is required to immediately tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results for that meeting.
Election of Directors
| The Board of Directors recommends a vote “FOR” the election of each of the three nominees. |
Election of Directors
The following table provides certain biographical information for each person who is nominated for election as a director at our Annual Meeting and for each person who is continuing as an incumbent director. The information was provided to us as of February 28, 2024, by the respective nominees and directors.
Nominees for Term Expiring in 2027
Nominees for Term Expiring in 2027
Nominees for Term Expiring in 2027
| Matthew J. Missad Chief Executive Officer Chairman of the Board Age: 63 Director since: 2011 | MATTHEW J. MISSAD, was appointed Chairman of the Board of our Company on February 2, 2023. He became the fifth Chief Executive Officer in our Company’s history on July 13, 2011. From 1996 to 2011, he was Executive Vice President, General Counsel and Secretary, in addition to serving on the boards of subsidiary entities, including international partnerships. Mr. Missad has been on the board of Independent Bank Corporation since October 2014 and serves on its Compensation Committee. Mr. Missad has a CPA certificate of examination, is a licensed real estate broker and previously operated a licensed mortgage brokerage. Mr. Missad’s experience and exposure to nearly all facets of our business are integral to the growth of our Company. Having led, at various times, the human resources, insurance, marketing, wood preservation, engineering, transportation and compliance teams, and serving on our executive leadership team, he has an ability to understand and motivate people and teams, a capacity to simplify complex issues for sound decision-making, and a well-rounded and deep understanding of our Company’s business, culture, people, markets and opportunities. SERVICE AS A DIRECTOR Director since 2011 |
Nominees for Term Expiring in 2027
| Thomas W. Rhodes President and CEO of TWR Enterprises, Inc Age: 62 Director since: 2012 | THOMAS W. RHODES, is President and Chief Executive Officer of TWR Enterprises, Inc. of Corona, CA, a framing company he founded in 1984. TWR is one of the oldest and largest framing companies in Southern California. Mr. Rhodes has served as a board member of the California Framing Contractors Association, Building Industry Association - Orange County, and the California Professional Association of Specialty Contractors - Orange County/Inland Empire. He was appointed Lead Independent Director of our Company on February 2, 2023. Mr. Rhodes has spent over 40 years building his business while establishing and developing relationships in the residential building and commercial construction industry. Mr. Rhodes’ experience in the site-built construction business and his career as a framing contractor and an entrepreneur provides our Board and management with meaningful insight into this market and its prospects. His creative and strategic-thinking skills have enabled him to branch out into other ventures, including real estate, hotel development and insurance. These experiences provide a unique benefit to his service on our Board. SERVICE AS A DIRECTOR Director since 2012 Lead Director Chairman of Personnel and Compensation Committee |
Nominees for Term Expiring in 2027
| Brian C. Walker Partner – Strategic Leadership for Huron Capital Age: 62 Director since: 2015 | BRIAN C. WALKER, joined the private equity firm of Huron Capital in January 2019 and is an Operating Partner. He retired as Director, President and Chief Executive Officer of Herman Miller, Inc. of Zeeland, MI on August 31, 2018, and previously served as its chief operating officer and chief financial officer. Prior to Herman Miller, he was a Certified Public Accountant with Arthur Andersen. Mr. Walker serves on the board of directors of Gentex Corporation. He served on the board of the Federal Reserve Bank of Chicago-Detroit Branch from 2009 to 2012. Mr. Walker is an audit committee financial expert, as defined by the SEC. His experience as the CEO of a large public company as well as his experience and expertise in finance, international business, executive compensation and strategic development are valuable to our Company. As a result, he has made meaningful contributions to Board discussions concerning the Company’s strategy and operations, and his education, expertise and experience in accounting and compensation matters provide a unique benefit as a member of our Board. SERVICE AS A DIRECTOR Director since 2015 Chairman of Audit Committee |
Incumbent Directors – Term Expiring in 2025
Incumbent Directors – Term Expiring in 2025
Incumbent Directors – Term Expiring in 2025
| Joan A. Budden Former President and CEO of Priority Health Age: 62 Director since: 2019 | JOAN A. BUDDEN, is the President of a boutique consulting company specializing in strategic planning, leadership development, culture change and strategic marketing. From January 2016 until January 2021, she was President & CEO of Priority Health, one of Michigan’s largest health plans with over $3 billion in annual revenue. In that role, she successfully lead a large acquisition, expanded their market share and geographic footprint and drove profitable growth. Before becoming CEO, Ms. Budden served as Chief Marketing Officer for Priority Health since 2009. Ms. Budden’s responsibilities as Chief Marketing Officer included leading strategic positioning and profitable growth for direct to consumer, government and business-to-business markets. Ms. Budden has more than 25 years of executive leadership experience in the health insurance industry that includes leading business development, change management in technology environments, consumer experience, corporate governance and strategy development at a large national health insurer and an integrated delivery system. Ms. Budden serves as a director of Presbyterian Health Plan, Together Women’s Health and The Children’s Healing Center. Her experience in a highly competitive and regulated industry as well as her marketing expertise and leadership skills, make her an important contributor to the Board. SERVICE AS A DIRECTOR Director since 2019 Member of Nominating and Corporate Governance Committee Member of Personnel and Compensation Committee |
Incumbent Directors – Term Expiring in 2025
| William G. Currie Age: 76 Director since: 1978 | WILLIAM G. CURRIE, joined our Company in 1971, and has served as a salesman, general manager, vice president and executive vice president. He was the Chief Executive Officer of our Company from 1989 to 2006, and on January 1, 2000, also became Vice Chairman of the Board. On April 19, 2006, he was named Chairman of the Board and served as an employee with the title of Executive Chairman until he retired from our Company on July 20, 2009. He remained Chairman of the Board until February 2, 2023. Mr. Currie served on the board of Forestar Real Estate Group Inc. from 2008 to 2016. He is the chief executive officer of Surefil, a manufacturer and filler of liquid products located in Grand Rapids, MI. During his tenure with our Company, Mr. Currie created and, to this day, maintains extremely valuable relationships with many companies in the lumber and building materials industries. He has an in-depth understanding of our Company’s supply chain and customer base, which makes him an important asset to management in assessing growth opportunities and strategic objectives. SERVICE AS A DIRECTOR Director since 1978 |
Incumbent Directors – Term Expiring in 2025
| Bruce A. Merino Former Senior Vice President of Merchandising for The Home Depot Age: 70 Director since: 2009 | BRUCE A. MERINO, retired from The Home Depot in 2009 after 25 years with the company. At the time of his retirement, he was Senior Vice President of Merchandising and President of The Home Depot’s Expo Design Center. Mr. Merino sits on the City of Hope’s Home Improvement Board Council and is its chair. Mr. Merino has been able to utilize his 39 years of experience in the home improvement industry to assist our Company in strategy and operations for our Retail Solutions segment. His understanding of the procurement and marketing operations of big box retailers is very valuable to our Company. SERVICE AS A DIRECTOR Director since 2009 Member of Nominating and Corporate Governance Committee Member of Personnel and Compensation Committee |
Incumbent Directors – Term Expiring in 2026
Incumbent Directors – Term Expiring in 2026
Incumbent Directors – Term Expiring in 2026
| 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. SERVICE AS A DIRECTOR Director since 2020 Member of Audit Committee |
Incumbent Directors – Term Expiring in 2026
| 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. SERVICE AS A DIRECTOR Director since 2014 Member of Audit Committee Member of Nominating and Corporate Governance Committee |
Incumbent Directors – Term Expiring in 2026
| 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. SERVICE AS A DIRECTOR Director since 2016 Chairman of Nominating and Corporate Governance Committee Member of Personnel and Compensation Committee |
Shareholder Nominees for Director
Shareholder Nominees for Director Our Articles of Incorporation contain certain procedural requirements applicable to shareholder nominations of directors. A shareholder who wishes to nominate a person to serve as a director must provide us with written notice. The notice must include: (1) the name and address of both the shareholder who intends to make the nomination and the person or persons nominated; (2) a representation that the shareholder is a current holder of record, will continue to hold those shares through the date of the meeting, and intends to appear in person or by proxy at the meeting; (3) a description of all arrangements between the shareholder and each nominee; (4) the information regarding each nominee as would be required to be included in a proxy statement filed under Regulation 14A of the Exchange Act had the nominee been nominated by the Board; and (5) the consent of each nominee to serve as a director. The nominee’s written consent to the nomination and sufficient background information regarding the candidate must be included to enable the Nominating and Corporate Governance Committee to make proper assessments as to his or her qualifications. Nominations must be addressed to the Chairman of the Nominating and Corporate Governance Committee at our headquarters and must be received no later than 30 days prior to our Annual Meeting of Shareholders, or within seven days after the date our notice of the Annual Meeting of Shareholders is given to our shareholders if our notice of that meeting is given less than 40 days prior to the date of that meeting.
Compensation Philosophy and Objectives
| • | Attract and retain key executives critical to the long-term success of our Company; and |
Compensation Philosophy and Objectives
| • | Align the interests of executives with the long-term interests of shareholders through stock ownership initiatives and requirements. |
Compensation Program Components - Emphasis on Incentive-Based Compensation
| (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. |
Compensation Program Components - Emphasis on Incentive-Based Compensation
but not vested, are excluded from the total annual compensation for each employee other than our CEO. For ease of administration, bonus dollars for all employees, except the CEO, reflect actual bonus compensation paid in 2023 but earned in 2022. However, as required for the Summary Compensation Table, the bonus dollars for the CEO reflect bonus dollars and associated stock grants earned in 2023 and paid in February 2024. Annual Incentive Compensation. Our incentive compensation program provides for the contribution of a fixed percentage of pre-incentive compensation operating profit to each of a number of pools, based upon the pre-incentive compensation ROI of each plant, business unit and segment (each of which is referred to as a “Profit Center”), as well as a separate Corporate incentive compensation pool. Combined, these incentive compensation pools are the source of our Company’s aggregate incentive compensation awards. 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. At the beginning of each year, each Named Executive is allocated a fixed percentage of the incentive compensation pool of his or her respective Profit Center. The amount of an employee’s percentage of his or her pool is generally reflective of that person’s relative degree of responsibility for the operations and results of that Profit Center, as well as his or her performance and tenure with the Company. If the Profit Center generates profits which result in an incentive compensation pool, the participant receives the allocated percentage as incentive compensation. The dollar amount of that pool is based upon the Profit Center aggregate ROI. As ROI increases, a higher percentage of pre-incentive compensation operating profit is contributed to the pool. For the Corporate Profit Center, the minimum contribution percentage of 4.70% of pre-incentive compensation operating profit occurs at the lowest level of ROI, which is 6.00%. The maximum contribution percentage of 7.5% occurs at a ROI of at least 22.00%. Following the achievement of ROI of 6.0%, and subject to the maximum contribution rate of 7.5%, for every hundred basis point improvement in ROI, the Company contributes an approximate additional 2.5 basis points of pre-incentive compensation operating profit to the Corporate Profit Center incentive compensation pool. Two of our Named Executives participated in the Corporate Profit Center incentive compensation pool in 2023. For our segment pools, the minimum contribution percentage of 1.8% of pre-incentive compensation operating profit occurs at the lowest level of ROI, which is 8.5%. The maximum contribution percentage of 2.2% occurs at an ROI of at least 22.0%. Subject to the maximum contribution percentage of 2.2%, for every hundred basis point improvement in ROI, the Company contributes approximately .35 basis points in pre-incentive compensation operating profit to each segment incentive compensation pool. There are tiered performance thresholds for both the size of each incentive compensation pool as well as individual incentive compensation payments. This effectively resulted in the reallocation of approximately $50 million of otherwise incentive compensation to our shareholders. Under this program, each performance pool was preliminarily allocated funds based upon the formula described in the preceding paragraph. Each pool is then subject to threshold amounts. For the Corporate Profit Center incentive compensation pool, the thresholds were $850 million (Tier 1) and $950 million (Tier 2). To the extent the pool exceeds Tier 1, 25% of the pool in excess of Tier 1 and below Tier 2 is deducted from the pool and effectively reallocated to shareholders; 50% of the pool in excess of Tier 2 is effectively reallocated to shareholders. The segment pools are subject to the same reallocations at $300 million (Tier 1) and $350 million (Tier 2). In addition to the adjustments made to the incentive compensation pools, and subsequent to those adjustments, preliminary individual incentive compensation allocations for the leaders of each pool, as well as each other Named Executive, are subject to similar adjustments. For 2023, each Named Executive was subject to payment thresholds of $1 million (Tier 1) and $1.5 million (Tier 2). For preliminary bonus payments in excess of Tier 1, 25% of the amount between Tier 1 and Tier 2 was reallocated to other, non-Named Executive participants; 50% of the preliminary bonus payment above Tier 2 was similarly reallocated. For 2023, we achieved an overall ROI of 22.49%. Following the adjustments described above, the total contribution to the Corporate Profit Center incentive compensation pool for fiscal 2023 was $61,778,463, which equaled 7.5% of pre-incentive compensation operating profit. The performance incentive for each of the Named Executives (other than Messrs. Benton, Schwartz, and Worthington) was based upon our Company’s total ROI. The performance incentive for Messrs. Benton, Schwartz, and Worthington were based upon the ROI of their respective segments. The incentive compensation amount for Mr. Missad was determined by the Company’s ROI as a whole. Based upon that performance and subject to the above-described adjustments, we contributed the calculated amount of pre-incentive compensation operating profit to the Corporate Profit Center incentive compensation pool. For 2023, Mr. Missad was eligible to receive an initial 20% allocation of the net Corporate Profit Center pool. The initial allocation to Mr. Missad, as well as allocations for each of the other Named Executives, is subject to the adjustments described above. Following the application of those adjustments, not more than 2.0 times an executive’s base salary may be paid in the form of annual cash incentive compensation. As a result, Mr. Missad’s received cash incentive compensation of $1,743,747 for 2023, which was 2.82% of the Corporate Profit Center incentive compensation pool. Mr. Missad’s total allocation of the 2023 Corporate Profit Center incentive compensation pool was 12.06%. The amount of incentive compensation earned by an employee in excess of the annual cash incentive compensation limitation is paid in the form of equity-based compensation awards under our Long-Term Stock Incentive Plan (“Long-Term Compensation”). Ninety percent (90%) of the equity awards granted to the Named Executives in 2024, based upon 2023 performance, were paid in the form of shares of restricted Company common stock that cliff vest on the fifth anniversary of the award date. The balance of the awards was issued in the form of performance units. The number of shares that may be issued for each performance unit is determined at the end of the three-year performance period, 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 three-year period (“Budget PBOP”). The Budget PBOP is determined as of the beginning of each three-year performance period. The actual number of shares issuable is based upon the product of (1) the number of target shares that are subject to the award, and (2) the earnout percentage, based upon the following:
Compensation Program Components - Emphasis on Incentive-Based Compensation
Long-Term Stock Incentive Plan. We provide long-term incentive compensation to our executive officers and key employees through grants of restricted shares, conditional stock grants and other equity-based awards under the terms of our Long-Term Stock Incentive Plan (the “LTSIP”). The Committee has complete discretion in determining eligibility for participation and the type and number of shares subject to awards made under the LTSIP, except for those awarded to our CEO, which are determined by the Board. Based upon the formula described above, our Named Executives received restricted stock awards and performance units in the following amounts for 2023 performance under our long-term incentive compensation program:
Summary Compensation Table
Summary Compensation Table The following table includes information regarding the compensation for our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers for each of our last three fiscal years (the “Named Executives”).
Summary Compensation Table
| 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 |
Summary Compensation Table
| 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. |
Summary Compensation Table
| 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. |
Summary Compensation Table
| 3. | Represents annual cash bonus payments under incentive compensation plans tied to our operating profit and ROI, which cover substantially all salaried employees. |
Summary Compensation Table
| 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. |
Summary Compensation Table
Also included in this column is personal use of corporate aircraft for 2023 in the amount of $32,562.76 for Mr. Missad. We permit limited personal use of corporate aircraft by our Named Executives, and personal use of our aircraft requires approval by our Chief Executive Officer. We calculate the incremental cost to our Company for personal use of our aircraft based on the cost of fuel and oil per hour of flight; trip-related inspections, repairs and maintenance; landing, parking and hangar fees; supplies; and other variable costs. Since our aircraft is used primarily for business travel, we do not include the fixed costs that do not change based on personal usage, such as pilots’ salaries, the purchase or leasing costs of our aircraft, and the cost of maintenance not related to specific trips. The amount in this column also includes the following fringe benefits, none of which exceeded the greater of $25,000 or 10% of the Named Executive’s aggregate fringe benefits: use of Company-owned property; a convenience allowance; and taxes paid on behalf of the Named Executive.
Summary Compensation Table
| 5. | Mr. Schwartz first became a Named Executive in 2023. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table reflects the grant of plan-based awards earned in fiscal 2023 by the Named Executives:
Grants of Plan-Based Awards
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK(3) (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | 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 |
Grants of Plan-Based Awards
| 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. |
Grants of Plan-Based Awards
| 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. |
Grants of Plan-Based Awards
| 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. |
Grants of Plan-Based Awards
| 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. |
Grants of Plan-Based Awards
| 5. | Represents the grant of shares under our Executive Stock Grant Program. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning equity awards held by the Named Executives as of December 30, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | | | 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 | | |
Outstanding Equity Awards at Fiscal Year-End
| | | | 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 | | |
Outstanding Equity Awards at Fiscal Year-End
| 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. |
Outstanding Equity Awards at Fiscal Year-End
| 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). |
Outstanding Equity Awards at Fiscal Year-End
| 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 Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information on the number and value of options exercised and stock grants vested in 2023 by the Named Executives:
Option Exercises and Stock Vested
| | 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 |
Option Exercises and Stock Vested
| 1. | Value based upon the closing market price of our Company’s common stock on the vesting date. |
Option Exercises and Stock Vested
| 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. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table provides certain information relating to each deferred compensation plan that provides for the deferral of compensation on a basis that is not tax qualified. The aggregate amounts are based on employee deferrals and earnings on these deferrals.
Non-Qualified Deferred Compensation
| 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 |
Non-Qualified Deferred Compensation
| 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. |
Non-Qualified Deferred Compensation
| 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. |
Non-Qualified Deferred Compensation
| 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. |
Non-Qualified Deferred Compensation
Our Deferred Compensation Plan allows key employees to defer a portion of their incentive compensation and base salary. The maximum amount a Named Executive can defer is $100,000 from incentive compensation and $15,000 from base salary, per year. As described in the Compensation Discussion and Analysis, amounts deferred must be invested in our common stock until certain ownership requirements are met. Payouts occur as provided at the time of employee deferral, or if not specified by the employee, upon separation from employment.
Potential Payments upon Termination, Death, Disability, Retirement or Change in Control
Potential Payments upon Termination, Death, Disability, Retirement or Change in Control The following table quantifies the incremental amounts that would have been vested and become payable on December 30, 2023 to each Named Executive in the event of death, permanent disability, retirement or change in control. In the event of a change in control, payments to our CEO and other officers are conditioned upon both the change in control and his or her actual or constructive termination of employment in connection with the change in control (commonly referred to as a double trigger change in control benefit).
Potential Payments upon Termination, Death, Disability, Retirement or Change in Control
| | 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 |
Potential Payments upon Termination, Death, Disability, Retirement or Change in Control
| 1. | Accounts of the Named Executives in deferred compensation plans and 401(k) plans are not included. |
Potential Payments upon Termination, Death, Disability, Retirement or Change in Control
| 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. |
Potential Payments upon Termination, Death, Disability, Retirement or Change in Control
| 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. |
Potential Payments upon Termination, Death, Disability, Retirement or Change in Control
| 4. | Stock awards that have already vested are not included in the table. |
Pay versus Performance
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. The following table provides information showing the relationship during 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.
Pay versus Performance
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO(1) | COMPENSATION ACTUALLY PAID TO CEO(1) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NAMED EXECUTIVE OFFICERS(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NAMED EXECUTIVE OFFICERS(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(3) | | NET INCOME (IN MILLIONS)(5) | COMPANY SELECTED PERFORMANCE MEASURE (PBOP) (IN MILLIONS)(6) | | | | | | | COMPANY TSR | PEER GROUP TSR(4) | | | | 2023(7) | $8,454,535 | $25,887,887 | $2,972,776 | $8,562,233 | $268 | $198 | $514 | $824 | | 2022(7) | $10,299,274 | $8,172,530 | $4,761,045 | $4,448,741 | $167 | $119 | $693 | $1,189 | | 2021(7) | $9,757,808 | $16,098,142 | $4,728,970 | $7,399,581 | $183 | $163 | $536 | $893 | | 2020(7) | $6,220,661 | $6,430,626 | $3,029,958 | $3,431,864 | $117 | $125 | $247 | $416 |
Pay versus Performance
| 1. | Matthew Missad served as our CEO for the entirety of 2023, 2022, 2021 and 2020. |
Pay versus Performance
| 2. | The NEOs included in this calculation for each year are: |
Pay versus Performance
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
Pay versus Performance
| 3. | This comparison assumes $100 was invested on Dec 28, 2019 in our common stock and in an index of our peers. |
Pay versus Performance
| 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. |
Pay versus Performance
| 5. | The dollar amounts reported represent the net income reflected in the company’s audited consolidated financial statements for the applicable year. |
Pay versus Performance
| 6. | PBOP represents pre-incentive compensation operating profit of each plant, region/business unit, segment as well as Corporate. ROI is determined based upon the Profit Center’s pre-incentive compensation operating profit, less income taxes, divided by the average investment of the Profit Center. Average investment is defined as the average of inventory, plus accounts receivable, plus net property, plant and equipment, plus intangibles, less accumulated amortization and less accounts payable. |
Pay versus Performance
| 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. |
Pay versus Performance
| | 2023 | | 2022 | | 2021 | | | | CEO | OTHER NEOS AVERAGE | CEO | OTHER NEOS AVERAGE | CEO | OTHER NEOS AVERAGE | | Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) | $8,454,535 | $2,972,776 | $10,299,274 | $4,761,045 | $9,757,808 | $4,728,970 | | DEDUCT: grant date fair value (GDFV) of equity awards reported in SCT | $5,795,703 | $1,713,776 | $7,697,308 | $3,477,611 | $7,244,629 | $3,579,830 | | ADD: FV as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end | $11,087,446 | $3,272,452 | $7,108,725 | $3,860,576 | $6,491,406 | $2,900,557 | | ADD: change as of end of FY in FV of awards granted in any prior year that are outstanding and unvested as of FY-end | $11,526,107 | $3,861,284 | ($1,647,461) | ($725,974) | $5,254,494 | $2,603,131 | | ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY | $153,440 | $53,592 | ($256,368) | ($127,302) | $1,546,200 | $638,919 | | ADD: FV as of the vesting date for awards that are granted and vest in the same FY | $91,081 | $— | $89,500 | $22,375 | $135,718 | $33,930 | | ADD: Dividends or other earnings paid on stock or option awards in the covered FYY prior to the vesting date that are not otherwise included in the total compensation for the covered FY | $370,981 | $115,905 | $276,168 | $135,631 | $157,145 | $73,904 | | DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions during FY | $— | $— | $— | $— | $— | $— | | DEDUCT: change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in SCT | $— | $— | $— | $— | $— | $— | | ADD: aggregate of (i) pension service cost attributable to services rendered during the FY and (ii) any prior service cost attributable to services rendered in prior periods, as determined under Accounting Standards Codification (ASC) 715 | $— | $— | $— | $— | $— | $— | | Compensation Actually Paid (as defined by SEC rule) | $25,887,887 | $8,562,233 | $8,172,530 | $4,448,741 | $16,098,142 | $7,399,581 |
Director Compensation
Director Compensation For 2023, each non-employee director received a $60,000 annual cash retainer fee and a $135,000 annual stock retainer fee. In addition, each member of the Audit Committee received $10,000 for serving on that committee, and each member of the Nominating and Corporate Governance Committee and the Personnel and Compensation Committee received $5,000 for serving on those committees. In addition to these committee service fees, the chairperson of the Audit Committee received $20,000, and the chairpersons of the Nominating and Corporate Governance Committee and the Personnel and Compensation Committee each received $10,000. No fees are payable for attendance at either Board or Committee meetings. Each independent director may participate in the Director Compensation Plan (the “Director Plan”). The annual retainer amounts, both cash (including committee retainers and chairperson fees) and stock consideration, are paid quarterly and either or both (in total or in part) may be deferred in accordance with the Director Plan. Under the terms of the Director Plan, deferred cash is used to purchase Company common stock on a deferred basis at the rate of 110% of the deferred cash amount. No such credit applies to the deferral of the stock portion of the retainer. For 2023, Messrs. Rhodes and Wooldridge, and Ms. Budden participated in the Director Plan and were allocated shares of Company common stock, in lieu of cash fees, in the following amounts: 1,098 shares; 948 shares; and 830 shares, respectively. The following table sets forth certain information regarding the compensation earned by or awarded to each non-employee director for their service on our Board in 2023.
Director Compensation
| 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 |
Director Compensation
| 1. | Includes amounts that may be deferred under our Director Plan and used to purchase shares of our common stock. |
Director Compensation
| 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. |
Director Compensation
Mr. Missad, our Chief Executive Officer, receives no additional compensation for his service as a Director or as Chairman of the Board of Directors. Each independent director is also entitled to reimbursement for his or her reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of our Board or its committees and related activities, including director education courses. Each independent director is required to own a minimum of 7,500 shares of our Company stock within two years of joining our Board.