Scott Worthington
UFP INDUSTRIESAbout Scott Worthington
Scott A. Worthington, age 54, is President of UFP Packaging, LLC; he joined UFP in 1997, was promoted to Regional Vice President (South Texas) in 2014, and has led the Packaging segment since January 1, 2020 . His 2024 segment ROI was 13.60%, driving an annual cash incentive payout within UFPI’s ROI-based plan . Company performance context: net sales were $6.65B in 2024 (down 8% y/y) with net earnings of $419M and overall corporate ROI of 19.80% in 2024 . Cumulative TSR value of a $100 investment was $242 as of 2024 (vs. $268 in 2023), reflecting multi-year gains since 2019 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UFP Industries | President, UFP Packaging, LLC | 2020–present | Leads packaging businesses (Structural Packaging, PalletOne, Protective Packaging) through cycles; ROI-driven incentives align with segment execution |
| UFP Industries | Regional Vice President, South Texas Region | 2014 | Regional commercial and operations leadership contributing to scale and efficiency |
| UFP Industries | Various roles since joining | 1997–2014 | Progression through sales/operations culminating in regional leadership |
External Roles
- Not disclosed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $274,583 | $390,833 | $407,333 |
| 2025 Base Salary ($) | $408,750 (effective 02/01/2025) |
Notes:
- Modest salary philosophy; emphasis on performance pay .
Performance Compensation
| Component | Metric / Design | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Segment ROI plan; pool contribution tiers | Not disclosed; capped at 2.0x salary | Segment ROI 13.60%; segment pool contribution 1.8% | $817,500 cash | Cash; paid within 75 days after FY end |
| Long-Term Incentive (2024 performance, granted 02/20/2025) | RSUs (90%) + PSUs (10%); PSUs based on 3-year cumulative PBOP and PBROI ≥12% | PSU Target 282 shares | Earnout 0–200% (PBOP grid); 0% if PBROI < target | $300,860 equity (aggregate LTI value) | RSUs: 5-year cliff; PSUs: 3-year performance, both subject to accelerated vesting upon death, disability or change-in-control |
| Annual Cash Incentive (2023) | Segment ROI plan | Not disclosed; capped at 2.0x salary | Segment ROI 23.61% | $816,000 cash | Cash; paid within plan rules |
| Long-Term Incentive (2023 performance, granted 02/27/2024) | RSUs + PSUs | PSU Target 1,130 shares | Earnout per PBOP grid; PBROI ≥12% | $1,282,891 equity (aggregate LTI value) | RSUs: 5-year cliff; PSUs: 3-year performance |
Plan mechanics:
- Corporate incent pool contributes 4.7–7.5% of PBOP depending on ROI; segment pools 1.8–2.2% at ROI 8.5–22%; executive payouts are subject to tiered reallocation thresholds ($1.0M and $1.5M) .
- PSUs earn 0–200% of target based on cumulative PBOP vs. budget, contingent on achieving PBROI target (12% for recent awards) .
Equity Awards (Grants and Outstanding)
| Grant Type | Grant Date | Shares / Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSU (2024 performance) | 02/20/2025 | Target 282; Threshold 141; Max 564 | $30,075 | 3-year performance; PBOP grid; PBROI gate |
| RSU (2024 performance) | 02/20/2025 | 2,539 | $270,784 | 5-year cliff |
| ESGP Match Shares | 02/27/2025 | 415 | $45,632 | 5-year cliff; DCP-linked |
| PSU (2023 performance) | 02/27/2024 | Target 1,130 | $128,244 | 3-year performance |
| RSU (2023 performance) | 02/27/2024 | 10,174 | $1,154,647 | 5-year cliff |
| ESGP Match Shares | 02/29/2024 | 441 | $49,082 | 5-year cliff |
Outstanding equity awards (as of 12/28/2024):
| Award | Grant Date | Vested Date | Unvested Shares | Market Value ($) |
|---|---|---|---|---|
| RSU | 02/27/2024 | 02/27/2029 | 10,174 | $1,141,625 ($112.21 close) |
| PSU (target) | 02/27/2024 | 02/27/2027 | 1,130 | $126,797 ($112.21 close) |
| RSU | 03/02/2023 | 03/02/2028 | 573 | $64,292 ($112.21 close) |
| RSU | 02/27/2023 | 02/27/2028 | 23,910 | $2,682,941 ($112.21 close) |
| PSU (target) | 02/27/2023 | 02/27/2026 | 2,656 | $298,030 ($112.21 close) |
| RSU | 05/02/2022 | 02/17/2030 | 8,501 | $953,897 ($112.21 close) |
| PSU (target) | 05/02/2022 | 02/17/2025 | 3,121 | $350,207 ($112.21 close) |
| RSU | 02/24/2022 | 02/24/2027 | 596 | $66,908 ($112.21 close) |
| RSU | 02/17/2022 | 02/17/2027 | 28,097 | $3,152,764 ($112.21 close) |
| RSU | 02/25/2021 | 02/25/2026 | 868 | $97,422 ($112.21 close) |
| RSU | 02/27/2020 | 02/27/2025 | 750 | $84,207 ($112.21 close) |
| RSU | 02/20/2020 | 02/20/2025 | 10,415 | $1,168,667 ($112.21 close) |
Options: UFPI has not granted options in several years; no option awards outstanding or exercised by Named Executives in 2024 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership | 145,977 shares (includes 16,562 DCP shares) |
| Ownership as % of Shares Outstanding | Less than 1% (per proxy “*”) |
| DCP Balance (12/31/2024) | $1,817,441; 2024 contributions $55,000; company match $9,706; 2024 earnings ($179,252) |
| Stock Ownership Guidelines | Officers: $200,000 in company stock |
| Hedging/Pledging | Prohibited without prior approval; no approvals granted as of proxy date |
Vested vs unvested: Significant unvested RSUs and PSUs outstanding as detailed above; performance units granted in 2022 did not vest due to PBOP results below threshold .
Employment Terms
- Employment Agreement: None for Named Executives (including Worthington) .
- Executive Retirement Plan (ERP): Officers (excludes CEO) with ≥20 years company service and ≥10 years as officer eligible; benefit equals 150% of highest annual base salary in the prior 3 years, paid over 3 years; forfeiture if competing while employed or while benefits are due; accelerated eligibility after change-in-control .
- Change-in-Control: Double-trigger required; estimated incremental change-in-control package for Worthington as of 12/28/2024: $800,000 cash severance, $9,099,894 restricted stock acceleration, $36,000 health/welfare; total $9,935,894 .
- Clawback: Board-adopted clawback policy; restatement-based mandatory recovery and misconduct-based discretionary recovery .
- Perquisites: Limited, with personal aircraft use only with CEO approval (CEO amounts disclosed; officer perqs otherwise nominal) .
Compensation & Ownership History (Selected)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $274,583 | $390,833 | $407,333 |
| Stock Awards ($) | $2,336,542 | $1,331,973 | $346,491 |
| Non-Equity Incentive ($) | $800,000 | $816,000 | $817,500 |
| All Other Compensation ($) | $21,439 | $26,430 | $22,727 |
| Total ($) | $3,432,564 | $2,565,237 | $1,594,051 |
| Beneficial Shares (as of record date) | 142,557 (02/28/2024) | 145,977 (02/28/2025) |
Performance & Track Record
| Company Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Sales ($MM) | $9,626.7 | $7,218.4 | $6,652.3 |
| Net Earnings ($MM) | $705.0 | $514.5 | $418.7 |
| Company TSR (Value of $100) | $167 | $268 | $242 |
| Corporate ROI (%) | 19.80 |
Packaging segment highlights (Worthington’s segment, 2024):
- Net sales decreased 11% (prices –8%, units –3%); gross profit decreased 27% due to competitive pricing and fixed cost variances; operating income down ~47.5% . PalletOne units grew 9% (market share gains) while structural and protective packaging units declined .
Compensation plan linkage:
- Annual incentives funded by Segment ROI with contribution tier of 1.8–2.2% at ROI thresholds; executive cash payouts capped at 2.0x salary; excess is delivered via long-term equity (RSUs/PSUs) with service/performance conditions .
Governance, Peer Group, and Investor Feedback
- Compensation Peer Group: American Woodmark, Boise Cascade, Builders FirstSource, Gibraltar Industries, Greif, Louisiana-Pacific, Masco, Patrick Industries, Simpson Manufacturing, Sonoco, Trex, Smurfit WestRock (WestRock predecessor) .
- Say-on-Pay Approval: 95% (2023) and 83% (2024) .
- Section 16 Compliance: The proxy notes late-filed Form 4s including for issuance of deferred stock on 11/29/2024 to Worthington .
- Anti-Hedging/Pledging: Prohibited without prior approval; no approvals granted as of proxy date .
Risk Indicators & Red Flags
- No reported pledging/hedging approvals for executives (alignment preserved) .
- No employment agreements; retention relies on ERP and equity vesting schedules (potential retention risk if market remains weak in Packaging; but significant unvested RSUs/PSUs act as retentive equity) .
- 2024 PSU tranche (granted in 2022) did not pay out due to PBOP below threshold—signals performance accountability in equity plan .
- One late Section 16 filing in 2024 related to deferred stock issuance .
Investment Implications
- Pay-for-performance alignment: A high proportion of at-risk pay via ROI-driven cash bonus and PBOP/PBROI-linked PSUs, with substantial unvested RSUs (5-year cliff) creates strong retention and performance alignment; 2022 PSU zero payout underscores discipline .
- Near-term segment headwinds: Packaging faced unit and price pressure in 2024 with a 27% gross profit decline; Worthington’s 2024 segment ROI (13.6%) supported cash bonus but reduced LTI mix, tempering realized pay vs. prior years .
- Alignment and risk: No pledging approvals and a clawback policy reduce governance risk; ERP and double-trigger CIC benefits offer downside protection but are modest relative to equity acceleration, so continued equity vesting is the key retention lever .
- Performance context: Company TSR remains well above 2019 baseline; revenue has normalized post-pandemic; executive incentive pools scale with ROI and cap cash, pushing more compensation into longer-dated equity—supportive of shareholder alignment through cycles .