Michael Wooldridge
UFP INDUSTRIESAbout Michael G. Wooldridge
Michael G. Wooldridge, age 65, is an independent director of UFP Industries (UFPI) who has served on the board since 2016. He is Counsel at Varnum LLP and previously was a partner (1990–2024) in the firm’s corporate practice, focusing on corporate governance, securities, and mergers and acquisitions; he chaired the firm’s policy committee and has been listed in The Best Lawyers in America since 2005. On the UFPI board, Wooldridge chairs the Nominating and Corporate Governance Committee and is a member of the Personnel and Compensation Committee, bringing deep governance and securities-law expertise. The UFPI board has affirmatively determined that he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varnum LLP | Partner, Corporate Practice (Governance, Securities, M&A) | 1990–2024 | Chaired firm’s policy committee; Best Lawyers in America since 2005 |
| Varnum LLP | Counsel | 2024–present | Advisor and counsel to publicly held companies on corporate and securities matters |
External Roles
- Serves on boards of several community organizations (specific entities not disclosed).
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Wooldridge is an independent director under Nasdaq rules. |
| Committee Assignments | Chair, Nominating & Corporate Governance; Member, Personnel & Compensation. |
| Committee Meetings Held (2024) | Nominating & Corporate Governance: 2; Personnel & Compensation: 2; Audit: 4 (not a member). |
| Attendance | UFPI expects directors to attend all board and applicable committee meetings; in 2024, except for Bruce A. Merino, all incumbent directors attended at least 80% of aggregate board and committee meetings. |
| Shareholder Engagement | Formal process for shareholder communications to the board; active management investor outreach; eight of nine directors attended the 2024 annual meeting. |
| Anti-Hedging/Pledging | Directors/officers prohibited from hedging or pledging UFPI stock without prior approval; as of the proxy date, no approvals had been granted. |
| Lead Independent Director | Thomas W. Rhodes serves as Lead Independent Director; he leads independent sessions and acts as liaison with the Chair/CEO. |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Cash Retainer | $60,000 |
| Committee Membership Fees | $5,000 (Nominating & Corporate Governance); $5,000 (Personnel & Compensation) |
| Committee Chair Fee | $10,000 (Nominating & Corporate Governance Chair) |
| Total Cash Fees | $88,000 |
| Annual Stock Retainer | $135,000 |
| Total Director Compensation (Cash + Stock) | $223,000 |
| Meeting Fees | None (no fees for attendance at board or committee meetings) |
| Director Plan Participation | 738 shares allocated in lieu of cash fees (deferral under Director Compensation Plan) |
Performance Compensation
| Item | Status |
|---|---|
| Options | Not granted to directors (no options policy disclosed for directors; no options granted in recent years) |
| PSUs / Performance Equity | Not applicable to non-employee directors; equity compensation is delivered as annual stock retainer and may be deferred under Director Plan |
| Meeting-Based Incentives | None; no attendance fees paid |
| Performance Metrics Tied to Director Pay | None disclosed for directors; director compensation is retainer-based (cash and stock) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Company Boards (outside UFPI) | Not disclosed in proxy biography for Wooldridge. |
| UFPI Compensation Committee Interlocks (2024) | Personnel & Compensation Committee members: Rhodes (Chair), Budden, Merino, Wooldridge; none were officers/employees and none had related-party transactions requiring disclosure. |
| Related Party Transactions | Proxy discloses Ruan-related transactions (connected to director Benjamin McLean) were arm’s-length and Audit Committee-approved; no related-party transactions involving Wooldridge disclosed. |
Expertise & Qualifications
- Corporate governance, securities law, and M&A practitioner experience spanning decades; adviser to publicly held companies.
- Chair of Nominating & Corporate Governance Committee with ESG oversight mandate; oversees director qualifications, board composition, and succession for board members.
- Independent status under Nasdaq; contributes legal/compliance perspective to board oversight.
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership | 46,316 shares (beneficial ownership; less than 1%) |
| % of Shares Outstanding | <1% (proxy indicates “Less than one percent”) |
| Director Plan Holdings | 29,844 shares included in Director Plan |
| Stock Ownership Guideline | 7,500 shares minimum for independent directors |
| Compliance with Guideline | Meets/exceeds (46,316 vs. 7,500) |
| Shares Pledged as Collateral | Prohibited without prior approval; no approvals granted as of proxy date (no pledging disclosed) |
| Hedging Activity | Prohibited without prior approval; no approvals granted as of proxy date (no hedging disclosed) |
Insider Trades & Director Plan Movements
| Date/Period | Transaction | Shares | Notes |
|---|---|---|---|
| 2024 | Director Compensation Plan allocation in lieu of cash fees | 738 | Deferred cash fees used to acquire UFPI stock under Director Plan; allocations occur quarterly |
Governance Assessment
- Board effectiveness: Wooldridge chairs the Nominating & Corporate Governance Committee, which oversees director qualifications, board composition, succession and ESG disclosures, signaling strong governance process influence.
- Independence and engagement: Affirmatively independent; 2024 attendance met UFPI’s >=80% threshold for incumbents; structured shareholder communication channel supports engagement.
- Alignment: Robust director stock ownership guideline (7,500 shares) and Wooldridge’s holdings (46,316) indicate significant alignment; anti-hedging/pledging policy with no approvals reduces misalignment risk.
- Compensation: Retainer-based cash and equity; no meeting fees; use of Director Plan to defer cash into stock enhances alignment without performance metric-based distortions.
- RED FLAGS to monitor: Law firm affiliation—while no related-party transactions were disclosed for Wooldridge, his role at Varnum could pose potential conflict if the firm provides services to UFPI; Audit Committee reviews related-party transactions, and none involving Wooldridge were disclosed. Continue monitoring for any engagements or approvals.
Contextual signal: Say-on-pay support was ~83% in 2024, indicating general shareholder approval of UFPI’s pay practices and governance environment.