Joan Budden
UFP INDUSTRIESAbout Joan A. Budden
Independent director nominated for a new three-year term expiring in 2028; age 63; director since 2019. Former President & CEO of Priority Health (2016–2021) with 25+ years of executive leadership in health insurance; currently President of a boutique consulting firm specializing in strategic planning, leadership, culture change, and strategic marketing . She serves on UFPI’s Personnel and Compensation Committee and Nominating and Corporate Governance Committee and is determined “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Priority Health | President & CEO | 2016–2021 | Led a large acquisition, market expansion, and profitable growth |
| Priority Health | Chief Marketing Officer | 2009–2016 | Led strategic positioning and growth in consumer, government, and B2B markets |
| Boutique Consulting Company | President | Current | Strategic planning, leadership development, culture change, strategic marketing |
| Health insurance sector (large national insurer; integrated delivery system) | Executive leadership roles | Not disclosed | Business development, change management in technology environments, consumer experience, governance, strategy |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Independent Bank Corporation | Director | Current | Historical board interlock: UFPI’s Executive Chairman Matthew J. Missad served on IBC’s board until April 2024 |
| AARP Services, Inc. (subsidiary of AARP) | Director | Current | Not disclosed |
| Together Women’s Health | Director | Current | Not disclosed |
Board Governance
- Committee memberships: Personnel and Compensation; Nominating and Corporate Governance .
- Independence: Board determined Budden is “independent” under Nasdaq standards; UFPI maintains fully independent Compensation and Nominating committees .
- Attendance: Board held 4 meetings in 2024; all incumbent directors except Bruce A. Merino attended at least 80% of combined Board and committee meetings, implying Budden ≥80% .
- Committee activity levels: Personnel and Compensation Committee held 2 meetings in 2024; Nominating and Corporate Governance Committee held 2; Audit Committee held 4 .
- Lead Independent Director: Thomas W. Rhodes (also chairs Personnel and Compensation Committee); Audit Chair: Brian C. Walker; Nominating & Governance Chair: Michael G. Wooldridge .
Fixed Compensation (Director)
| Component | 2024 Amount/Units | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | All non-employee directors receive this cash retainer |
| Committee membership fees | Included in total | $5,000 per Nominating & Governance and $5,000 per Personnel & Compensation committee member |
| Chair/Lead fees | N/A for Budden | Audit Chair $20,000; Nominating/Comp Chairs $10,000; Lead Independent Director $20,000 (not applicable to Budden) |
| Meeting fees | $0 | No fees for meeting attendance |
| Fees earned or paid in cash (total) | $71,000 | Budden’s reported 2024 cash fees |
| Annual stock retainer | $135,000 | Paid in stock; earned and paid quarterly |
| Director Plan (deferrals) | 142 shares allocated in lieu of cash fees | Deferred cash purchases stock at 110% of deferred cash under Director Plan |
Performance Compensation (Director)
| Component | Performance Metric | Vesting/Terms | Notes |
|---|---|---|---|
| Annual stock retainer ($135,000) | None (retainer; not performance-based) | Earned quarterly; may be deferred under Director Plan | UFPI does not disclose performance-conditioned director equity; meeting fees are not paid |
Other Directorships & Interlocks
- Independent Bank Corporation board service alongside UFPI Executive Chairman Matthew J. Missad until his IBC board departure in April 2024, a historical interlock that could facilitate information flow but is outside UFPI’s core operations .
- Compensation Committee Interlocks: 2024 Personnel and Compensation Committee members (Rhodes, Budden, Merino, Wooldridge) had no relationships requiring related-party disclosure; none is/was a UFPI officer or employee .
Expertise & Qualifications
- Extensive leadership experience in a highly regulated industry; marketing expertise; strategy and governance; change management in technology environments; consumer experience across direct-to-consumer, government, and B2B markets .
- Independent director; not designated an “audit committee financial expert” (experts identified as McLean, Tuuk Kuras, and Walker) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 19,203 |
| Ownership as % of shares outstanding | ~0.03% (19,203 / 60,824,418) |
| Shares held via Director Plan | Included; Budden holds 19,203 shares in Director Plan disclosure |
| 2024 Director Plan allocations | 142 shares in lieu of cash fees |
| Stock ownership guideline (independent directors) | 7,500 shares |
| Compliance status | Meets/exceeds guideline (owns 19,203) |
| Hedging/Pledging | Prohibited without prior approval; as of proxy date, no approvals made |
Governance Assessment
- Independence and committee effectiveness: Budden is independent and serves on two key committees (Compensation; Nominating & Governance), both fully independent, with the Compensation Committee empowered to retain advisors—supporting robust oversight of pay, succession, and ESG governance .
- Attendance and engagement: Board met 4 times in 2024; Budden met UFPI’s ≥80% attendance expectation for incumbent directors (except one), indicating consistent engagement .
- Ownership alignment: Budden exceeds the 7,500-share director ownership guideline with 19,203 shares and participates in the Director Plan; anti-hedging/pledging restrictions with no approvals reduce alignment risk .
- Director pay mix: 2024 compensation balanced toward equity ($135,000 stock retainer vs $71,000 cash fees), reinforcing shareholder alignment; no meeting fees and modest committee fees reduce pay-for-attendance risk .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Budden; Compensation Committee interlocks disclose no relationships requiring related-party reporting; Section 16(a) late filings in 2024 were attributed to other insiders, not Budden .
- Interlock watchpoint: Historical interlock via Independent Bank Corporation (Budden current; Missad prior through April 2024) merits monitoring for information flow but lacks disclosed UFPI transactional ties .
RED FLAGS: None disclosed specific to Budden—no related-party transactions, no hedging/pledging approvals, and attendance ≥80% .