Michael Cole
UFP INDUSTRIESAbout Michael Cole
Michael R. Cole, age 58, is UFP Industries’ Chief Financial Officer, Treasurer, and President of Corporate Services (title expanded December 29, 2024). He joined UFP in 1993 from Deloitte & Touche, became VP Finance in 1999, and has served as CFO since July 19, 2000 . Company performance under his finance leadership remains ROI- and PBOP-driven: in 2024 UFP achieved 19.80% ROI, generated $414.6M in net earnings, and posted a company TSR equivalent to $242 on a $100 investment versus $203 for its peer group, with executive incentive design tied to PBOP and ROI thresholds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UFP Industries | CFO; Treasurer; President, Corporate Services | CFO since 2000; President, Corporate Services added 2024 | Oversees corporate finance and services; compensation and incentives tied to PBOP/ROI |
| UFP Industries | Vice President of Finance | 1999–2000 | Led finance prior to CFO appointment |
| UFP Industries | Finance leader | 1993–1999 | Joined from Deloitte & Touche; advanced into UFP finance roles |
| Deloitte & Touche | Prior employer | Pre-1993 | External audit/accounting background |
External Roles
No external public company directorships listed for Michael R. Cole in Executive Officers disclosures .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (effective 02/01/2025) |
|---|---|---|---|---|
| Base Salary ($) | $444,684 | $463,376 | $478,750 | $480,750; +0.2% |
| All Other Compensation ($) | $29,920 | $24,853 | $22,792 | — |
Notes:
- All Other Compensation includes 401(k) contributions; 2024 contribution $5,450 .
- No employment agreement; salaries set annually by Personnel & Compensation Committee .
Performance Compensation
| Component | Performance Metric | Target/Threshold | 2024 Actual | Payout (Cash) | Payout (LTI) | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Corporate pool) | ROI-based PBOP contribution (Corporate pool) | Corporate ROI thresholds: 6.0% (min), ≥22.0% (max); contribution scales 4.7%→7.5% of PBOP | Company ROI 19.80%; Corporate contribution at 6.1% of PBOP | $961,500 (capped ≤2× salary) | $1,380,051 | Cash paid within 75 days of FYE; LTI converted into equity awards |
| Restricted Stock (2025 grants for 2024 performance) | Service-based | — | 11,646 shares granted 02/20/2025 | — | Grant-date FV $1,242,046 | 5-year cliff vest; accelerated on death, disability, change-in-control |
| Performance Units (2025 grants) | 3-year cumulative PBOP vs Budget PBOP; PBROI target 12% (2024 awards) | Earnout: 0% (<50%), % of PBOP achieved (50%–<100%), 100% (≥100%), 200% (≥150%) | 1,294 target units granted 02/20/2025 | — | Grant-date FV $138,005 | Payable after 3-year period; 2022 PSU cycle paid 0 shares (below threshold) |
Program design highlights:
- Cash bonus capped at 2× prevailing base salary; amount above cap is paid as equity (restricted stock and PSUs) to enforce deferral/retention .
- Corporate and segment pools include tiered “reallocation” thresholds that redirect excess pool amounts and individual awards to shareholders/other participants, lowering peak payouts and tying awards to broader value creation .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of 02/28/2025) | 261,236 shares; <1% of class |
| Included Deferred Shares | 31,716 shares under Deferred Compensation Plan (DCP) |
| Unvested Restricted Stock (12/28/2024) | 22,118 shares; market value $2,481,861 (at $112.21) |
| PSUs Outstanding (Target) (12/28/2024) | 2,457 target units vesting 02/27/2027; value $275,700 (at $112.21), subject to performance |
| Additional Restricted Holdings | Multiple prior grants with specified vest dates (e.g., 02/27/2029: 22,118 shares; 02/27/2028: 30,335 shares; 02/17/2030: 10,790 shares) |
| DCP Balance (12/31/2024) | $3,938,629 aggregate balance; 2024 deferrals $55,000; company DCP match $9,706 |
| Stock Ownership Guidelines (Executives) | Officers must hold $200,000 in company stock |
| Anti-Hedging/Pledging Policy | Hedging or pledging company stock prohibited without prior Board committee approval; no approvals to date |
| Clawback Policy | Mandatory recoupment upon financial restatement; discretionary recoupment for misconduct |
Employment Terms
| Term | Details |
|---|---|
| Role & Appointment | CFO since 07/19/2000; Treasurer; President of Corporate Services added 12/29/2024 |
| Contract | No employment agreement; compensation set annually by independent Compensation Committee |
| Severance/ERP | Executive Retirement Plan (ERP): benefit at age ≥62 equals 150% of highest annual base salary over prior 3 years, paid over 3 years; discounted if <62; subject to non-compete; health stipend eligibility |
| Change-in-Control | Double trigger (requires CIC plus actual/constructive termination); CFO would receive two years of salary; incremental change-in-control cash amount shown in table |
| Potential Payments (as of 12/28/2024) | Death/Disability/Retirement: Cash $646,932; Restricted Stock acceleration $12,451,495; Health & Welfare $36,000; Total $13,134,427. Change in Control: Cash $930,000; Restricted Stock acceleration $12,451,495; Health & Welfare $36,000; Total $13,417,495 |
Compensation Structure vs. Performance
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | $444,684 | $2,951,424 | $930,000 | $29,920 | $4,356,028 |
| 2023 | $463,376 | $2,838,099 | $960,000 | $24,853 | $4,286,328 |
| 2024 | $478,750 | $1,425,683 | $961,500 | $22,792 | $2,888,725 |
Program mechanics and pay-for-performance alignment:
- Company’s pay philosophy emphasizes modest base pay and higher variable pay linked to ROI and PBOP; bonus expense declined with profitability in 2024, consistent with design .
- Corporate ROI and PBOP thresholds govern pool funding; awards above caps deferred into equity with long vesting (5-year restricted stock; 3-year PSUs) .
- Say-on-pay approval was ~83% in 2024, indicating shareholder support for program design .
Vesting Schedules and Insider Selling Pressure
| Equity Type | Grant | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock | 02/20/2025 | 11,646 | 5-year cliff vest | Equity issued in lieu of cash above bonus cap |
| Performance Units | 02/20/2025 | 1,294 target | 3-year performance period; PBOP earnout with PBROI target 12% | 2022 PSU cycle paid 0 shares due to below-threshold PBOP |
| ESGP Match Shares | 02/27/2025 | 415 shares | 5-year vest | Match ratio amended in Dec 2024 to ~$0.35 per $1 deferred |
| Historical Vests | 2024 | 39,445 shares vested; $4,562,656 value | Various | Company repurchased shares in Feb 2024 to settle award withholding (154,196 shares at $115.69) |
Anti-hedging/pledging limits and long vesting periods reduce short-term selling pressure; vest events can cause mechanical share withholding/settlement activity around February award cycles .
Equity Ownership Alignment and Pledging
- Significant direct/indirect holdings and large unvested restricted stock balances indicate strong equity alignment; officers must meet $200,000 stock ownership requirement .
- Hedging and pledging forbidden without prior approval; no approvals granted, mitigating alignment risk from collateral pledges .
Compensation Peer Group (Benchmarking)
Peer group used for compensation/TSR comparisons includes: American Woodmark Corp.; Boise Cascade Co.; Builders FirstSource, Inc.; Gibraltar Industries, Inc.; Greif Inc.; Louisiana-Pacific Corp.; Masco Corp.; Patrick Industries, Inc.; Simpson Manufacturing Co.; Sonoco Products Co.; Trex Company, Inc.; Smurfit WestRock plc (successor to WestRock) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~83% of shares voting in favor; Board views this as supportive of current program .
Governance & Compensation Committee
- Personnel & Compensation Committee is fully independent; no interlocks; meets at least twice annually and can retain independent consultants .
Investment Implications
- Strong pay-for-performance alignment: ROI/PBOP-driven pools with caps and equity deferral create long-duration exposure and retention via 5-year cliff RSUs and 3-year PSUs; 2024 corporate ROI of 19.80% funded awards, but lower stock awards reflect weaker gross profit and reallocation thresholds, tempering upside .
- Retention risk appears contained: large unvested restricted balances ($12.45M market value as of 12/28/2024) and ERP benefits at ≥62 encourage tenure; double-trigger CIC limits windfall payouts, aligning executive incentives with continuity .
- Trading signal windows: equity grants/vests cluster in late February (e.g., 02/20–02/27), historically accompanied by share withholding repurchases—relevant for monitoring mechanical supply around vest dates .
- Alignment safeguards: anti-hedging/pledging policy with no approvals, ownership guidelines, and clawback reduce governance red flags; say-on-pay support (~83%) indicates investor acceptance of the incentive framework .