Brian Walker
UFP INDUSTRIESAbout Brian C. Walker
Independent director of UFP Industries since 2015; age 63. Former President & CEO of Herman Miller, with prior CFO/COO roles and earlier experience as a CPA at Arthur Andersen. The board has determined Walker is independent under Nasdaq rules, and he is designated an audit committee financial expert; he currently chairs UFPI’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huron Capital | Operating Partner (Strategic Leadership) | Jan 2019 – Jan 2024 | Private equity operating role focused on leadership/strategy |
| Herman Miller, Inc. | Director, President & CEO (prior CFO, COO) | Retired Aug 31, 2018 (earlier CFO/COO dates not specified) | Led large public company; finance, international business, executive comp, strategy credentials |
| Arthur Andersen | Certified Public Accountant | Not specified | Accounting/audit foundation |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Gentex Corporation | Director | Current | Public company directorship |
| Cooper Tire & Rubber Company | Director | 2018 – 2021 | Prior public board |
| Briggs & Stratton Corporation | Director | 2002 – 2020 | Prior public board |
| Federal Reserve Bank of Chicago – Detroit Branch | Director | 2009 – 2012 | Prior quasi-public board |
Board Governance
- Independence and financial expertise: Board affirms Walker is independent; he is identified as an audit committee financial expert and serves as Audit Committee Chair .
- Committee assignments: Audit Committee (Chair); not listed on Personnel & Compensation or Nominating & Corporate Governance committees .
- Attendance and engagement: Board met 4 times in 2024; Audit Committee met 4 times; except for one director (not Walker), all incumbent directors attended at least 80% of board/committee meetings .
- Lead Independent Director: Role held by Thomas W. Rhodes (not Walker) .
- Anti-hedging/pledging: Directors prohibited from hedging/pledging without prior approval; as of proxy date no approvals had been made .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee director cash retainer |
| Audit Committee member fee | $10,000 | Committee membership fee |
| Audit Committee chair fee | $20,000 | Chair premium |
| Meeting fees | $0 | No fees for meeting attendance |
| Total cash earned (Walker) | $90,000 | Matches cash line in director comp table |
Performance Compensation (Director)
| Equity Component | Grant/Structure | Value | Vesting/Deferral |
|---|---|---|---|
| Annual stock retainer | Equity retainer for directors | $135,000 | Paid quarterly; can be deferred via Director Plan (no performance metrics) |
| Director Compensation Plan (deferral) | Deferred cash converted into stock at 110% of deferred amount | N/A | Optional; 2024 participants were Budden, Rhodes, Wooldridge (Walker not among 2024 deferrers) |
UFPI does not use performance-based equity for directors; equity retainer is time-based, and there are no meeting fees or director bonuses disclosed .
Other Directorships & Interlocks
- Current public board: Gentex Corporation (no UFPI-related party transactions disclosed involving Walker) .
- Related-party screening: 2024 related-party transactions disclosed involved services from Ruan Transportation (linked to another UFPI director’s employer); no Walker-related transactions disclosed .
Expertise & Qualifications
- Audit/finance: CPA background (Arthur Andersen); SEC-designated audit committee financial expert .
- Operating leadership: Former CEO, COO, and CFO at Herman Miller; strategic development and executive compensation experience cited by UFPI .
- Private equity operating experience: Huron Capital Operating Partner (2019–2024) .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Brian C. Walker | 39,148 | Includes 31,721 shares held in Director Plan; less than 1% of outstanding shares |
| Director ownership guideline | 7,500 shares | Required within 2 years of joining the board; Walker exceeds guideline |
- Anti-hedging/pledging policy: No hedging/pledging without prior approval; no approvals as of proxy date (implies no pledging/hedging by directors, including Walker) .
Governance Assessment
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Strengths
- Independent director, audit committee financial expert, and Audit Committee Chair—strong oversight credentials .
- Robust alignment via equity retainer; Walker’s ownership (39,148 shares) materially exceeds the 7,500-share guideline .
- Solid engagement: board and audit committee met regularly; directors (including Walker) met the 80% attendance threshold .
- No Form 16 delinquency noted for Walker; no Walker-related party transactions disclosed .
-
Watch items
- Say-on-pay support in 2024 was 83%—supported, though below levels some investors view as exemplary; the board deemed results “highly supportive” and maintains a pay-for-performance framework centered on ROI .
- Committee workload concentration: Walker chairs Audit; ensure adequate capacity given financial expert role (no overboarding indicated in proxy) .
-
RED FLAGS
- None disclosed for Walker: no attendance shortfall, no pledging, no hedging approvals, no related-party ties, no option repricing, and no Section 16(a) issues identified .