Matthew Missad
UFP INDUSTRIESAbout Matthew J. Missad
Matthew J. Missad, age 64, is Executive Chairman at UFP Industries; he served as CEO from July 13, 2011 through December 29, 2024 and was appointed Chairman of the Board on February 2, 2023 before transitioning to Executive Chairman on December 29, 2024 . He has a JD, is a member of the Michigan Bar, holds a CPA certificate of examination, and is a licensed real estate broker . Under his leadership, UFPI focused executive incentives on ROI and PBOP; in 2024 the company achieved ROI of 19.80%, with PBOP of $646 million and net income of $419 million, while a $100 investment in UFPI at 12/28/2019 was worth $242 by 2024 and pay-versus-performance demonstrated tight linkage to operating profit . Shareholder support for pay practices remained strong, with say-on-pay approval of ~83% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UFP Industries | Executive Vice President, General Counsel & Secretary | 1996–2011 | Led HR, insurance, marketing, wood preservation, engineering, transportation, and compliance; served on subsidiary and international boards . |
| UFP Industries | Chief Executive Officer | 2011–2024 | Fifth CEO in company history; oversaw ROI/PBOP-driven incentive system and value creation focus . |
| UFP Industries | President | 2023–2024 | Combined CEO/Chair roles in 2023 to facilitate succession planning; appointed Lead Independent Director to mitigate governance concentration . |
| UFP Industries | Chairman of the Board | Feb 2023–Dec 2024 | Board leadership during transition to new CEO . |
| UFP Industries | Executive Chairman | Dec 29, 2024–present | Supports CEO transition, strategic planning, and future value creation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bank Corporation | Director; Compensation Committee member | Oct 2014–Apr 2024 | Oversight of executive compensation; external financial services board experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $823,574 | $859,992 | $871,154 |
| All Other Compensation (perqs, benefits) | $51,656 | $55,094 | $51,517 (includes $28,696.57 personal aircraft use) |
| CEO Pay Ratio | — | — | 112:1 (Median employee $53,356 vs CEO $5,948,997) |
- Effective Dec 29, 2024, Missad’s 2025 base salary was reduced to $500,750 upon becoming Executive Chairman; he has no employment agreement .
Performance Compensation
| Metric | Target/Threshold | Actual | Payout | Vesting/Mechanics |
|---|---|---|---|---|
| Annual Incentive (Corporate ROI pool) | ROI threshold 6.0% (pool contribution 4.7% at low ROI; up to 7.5% at ≥22.0% ROI; individual annual cash capped at 2.0× base) | ROI 19.80%; Corporate pool contribution 6.1% of PBOP | Cash incentive $1,743,747; Long-term equity $3,197,580 (total 2024 incentive $4,941,327) | Cash bonus paid within 75 days of FYE; excess over 2× salary paid as (a) restricted stock (5-year cliff) and (b) performance units (3-year PBOP vs Budget PBOP with PBROI target) . |
| Performance Units (PSUs) | Earnout 0–200% based on cumulative PBOP vs Budget PBOP; PBROI must meet 12% target (for 2024 grants) | 2022 PSU cycle below threshold; 0 shares issued | 2024 grants: 2,998 target PSUs (Missad) | 3-year performance period; shares issue at end of cycle per earnout schedule . |
2024 Incentive Allocation Detail
| Named Executive | Actual ROI | Corporate Pool Contribution % | Adjusted Allocation % | Annual Cash Incentive Paid | Long-Term Incentive (Stock/PSUs) |
|---|---|---|---|---|---|
| Matthew J. Missad | 19.80% | 6.1% | 12.54% | $1,743,747 | $3,197,580 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 484,900 shares; includes 92,710 shares via deferred compensation plan elections; <1% of shares outstanding . Shares outstanding at record date: 60,824,418 . |
| Stock Ownership Guidelines | Executives: $200,000 minimum; Independent Directors: 7,500 shares . |
| Anti-Hedging/Pledging | Hedging and pledging prohibited without prior approval; as of proxy, no approvals granted . |
| Deferred Compensation (2024) | Executive contribution $100,000; Company match $17,647; aggregate account balance $10,755,244; 2024 earnings (loss) ($1,079,053) . |
| 2025 Long-Term Grants (based on 2024) | Restricted stock: 26,984 shares; PSUs: 2,998 target units; ESGP match shares: 774 . |
| Options | No options granted in recent years; zero option exercises in 2024 . |
Outstanding Unvested Equity (as of Dec 28, 2024; closing price $112.21)
| Grant Date | Vest Date | Unvested Restricted Shares | Market Value | Unvested PSUs (Target) | Market/Payout Value (Target) |
|---|---|---|---|---|---|
| 02/20/20 | 02/20/25 | 50,573 | $5,674,796 | — | — |
| 02/17/22 | 02/17/27 | 80,730 | $9,058,713 | — | — |
| 05/02/22 | 02/17/25 | — | — | 8,970 | $1,006,524 |
| 02/27/23 | 02/27/28 | 79,480 | $8,918,451 | — | — |
| 02/27/23 | 02/27/26 | — | — | 8,831 | $990,927 |
| 02/27/24 | 02/27/29 | 45,235 | $5,075,819 | — | — |
| 02/27/24 | 02/27/27 | — | — | 5,026 | $563,967 |
- Vesting pressure: large cliff vests in Feb 2025 (50,573 RS) and performance units payable subject to performance; additional cliffs in 2027, 2028, 2029, which can create periodic sell-to-cover tax events even if net holding remains aligned .
Section 16 Notes
- Several Form 4s filed late in 2024, including a gift by Missad on Jan 9, 2024 and restricted share grants on Feb 27, 2024; indicates administrative timing issues rather than structural selling pressure .
Employment Terms
- No employment agreements; base salary set annually by the Personnel and Compensation Committee; the Board directly sets CEO/Executive Chairman compensation .
- Change-in-Control: double-trigger; CEO receives three years of salary; other officers receive two years .
- Potential Payments (as of 12/28/2024): Death/Disability/Retirement cash $5,000,000; Change-in-Control cash $2,589,723; restricted stock accelerated $28,727,780; health/welfare $60,000 .
- Executive Retirement Plan (ERP): provides 150% of highest base salary over three years (age and service conditions); ERP currently excludes CEO, but separate quantified benefits are disclosed for Missad in the potential payments table; ERP requires non-compete and release of claims to receive benefits .
- Clawback Policy: mandates recoupment of incentive compensation after restatements and permits recoupment for misconduct at Board discretion .
- Insider Trading Policy: formal policy governing trading; anti-hedging/pledging policy enforced .
Board Governance
- Board Service: Director since 2011; Chairman Feb 2023–Dec 2024; Executive Chairman since Dec 29, 2024; not independent (independence list excludes Missad) .
- Dual-role implications: CEO/Chair roles were combined in 2023 to facilitate succession; Lead Independent Director was appointed to mitigate governance concentration; post-CEO transition, Missad remains Executive Chairman with Lead Independent Director continuing .
- Committee Structure: All committees composed of independent directors; Audit Chair Brian C. Walker; Personnel & Compensation Chair Thomas W. Rhodes; Nominating & Corporate Governance Chair Michael G. Wooldridge .
- Attendance: Board held four meetings in 2024; all incumbents except Bruce A. Merino attended ≥80% of combined Board/committee meetings; eight of nine directors attended the 2024 annual meeting .
- Director Compensation (context): Non-employee directors received $60,000 cash retainer, $135,000 stock retainer, and committee/chair fees; Missad received no additional director compensation while serving as CEO in 2024 .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR: $100 initial becomes | $117 | $183 | $167 | $268 | $242 |
| Peer Group TSR: $100 initial becomes | $125 | $163 | $119 | $198 | $203 |
| Net Income ($mm) | $247 | $536 | $693 | $514 | $419 |
| PBOP ($mm) | $416 | $893 | $1,189 | $824 | $646 |
- 2022–2024 share price increased ~25%, ~8% CAGR, reinforcing pay-for-performance alignment; compensation programs emphasize ROI/PBOP and reallocate excessive pool payouts back to shareholders via tiered thresholds .
- 2022 PSU cycle paid zero, reflecting strict performance targets and reinforcing discipline in long-term equity payouts .
Compensation Structure Analysis
- Mix and emphasis: Modest base salaries with heavier weighting to performance-based cash and equity; cash capped at 2× salary with excess paid in long-term stock and PSUs, increasing at-risk pay relative to base .
- Performance metrics: Corporate and segment ROI drive pool contributions; PBOP and PBROI govern PSU earnouts; thresholds and tiered reallocations redirected ~$65 million to shareholders in 2024 when pools exceeded tiers .
- Ownership alignment: Minimum ownership policy and DCP with required stock deferrals when under thresholds; match via ESGP and ESPP discounts deepen alignment; anti-hedge/pledge policy further aligns risk with shareholders .
- Say-on-pay: ~83% support in 2024; peer group monitored (American Woodmark, Boise Cascade, Builders FirstSource, Gibraltar, Greif, Louisiana-Pacific, Masco, Patrick Industries, Simpson, Sonoco, Trex, Smurfit WestRock) .
Equity Ownership & Vesting Schedules (Detailed)
| Vesting Date | Restricted Shares Vesting | Notable Notes |
|---|---|---|
| Feb 20, 2025 | 50,573 | Significant near-term cliff; may necessitate sell-to-cover taxes. |
| Feb 17, 2025 | PSUs (2022 grant) target 8,970; cycle earned 0 due to threshold shortfall | No issuance for 2022 PSU cycle. |
| Feb 17, 2027 | 80,730 | Mid-term cliff. |
| Feb 27, 2026 | PSUs (2023 grant) target 8,831 | Earnout subject to PBOP/PBROI . |
| Feb 27, 2028 | 79,480 | Mid/long-term cliff. |
| Feb 27, 2027 | PSUs (2024 grant) target 5,026 | Earnout subject to PBOP/PBROI . |
| Feb 27, 2029 | 45,235 | Long-term cliff. |
Risk Indicators & Red Flags
- Anti-hedging/pledging policy with no approvals (reduces misalignment risk) .
- Late Section 16 filings including a gift and grant reports (administrative, not structural) .
- No options, thus no repricing risk; long-term equity governed by strict PBOP/PBROI targets (2022 PSUs zero) .
- Related-party transactions reviewed/approved by Audit Committee; none involving Missad disclosed .
Compensation Peer Group & Shareholder Feedback
- Peer group as disclosed: American Woodmark, Louisiana-Pacific, Masco, Boise Cascade, Patrick Industries, Builders FirstSource, Simpson, Sonoco, Gibraltar, Trex, Greif, Smurfit WestRock .
- Say-on-pay historical support: ~83% approval in 2024; Board and Compensation Committee actively monitor and respond to feedback .
Expertise & Qualifications
- JD; Michigan Bar; CPA exam certificate; licensed real estate broker; broad operational exposure across HR, insurance, marketing, wood preservation, engineering, transportation, compliance; deep knowledge of UFPI’s culture and markets .
Employment & Contracts
- No employment agreement; compensation set annually; change-in-control double-trigger; quantified potential payments; ERP requires non-compete/release for benefits (ERP excludes CEO but CEO has distinct quantified benefits) .
Investment Implications
- Alignment: Large personal shareholdings, mandatory stock ownership policies, DCP stock deferrals, anti-hedging/pledging policy, and PSU earnout discipline collectively support strong alignment and reduce misaligned risk-taking; 2022 PSU zero payout underscores performance rigor .
- Selling pressure: Material restricted stock cliff vestings in 2025, 2027, 2028, and 2029 create periodic sell-to-cover tax dynamics; not inherently negative but relevant for short-term float/tape impacts around vest dates .
- Retention risk & economics: No employment agreement, but meaningful retirement/change-in-control protections (e.g., $5.0 million death/disability/retirement cash; 3× salary on double-trigger change-in-control; accelerated vesting for restricted stock) mitigate retention risk and smooth succession; clawback and non-compete provisions preserve shareholder protections .
- Governance: Past combination of CEO/Chair counterbalanced by Lead Independent Director; current Executive Chairman structure keeps strategic continuity while preserving independent committee oversight; independence and attendance metrics are robust .
- Pay-for-performance: ROI/PBOP-centric incentive design with tiered reallocations to shareholders evidences strong discipline; say-on-pay support (~83%) and TSR/net income trends validate credibility of compensation approach under Missad’s tenure .