Thomas Rhodes
UFP INDUSTRIESAbout Thomas W. Rhodes
Thomas W. Rhodes (age 63) is the Lead Independent Director of UFP Industries and Chair of the Personnel & Compensation Committee. He has served on the UFPI board since 2012 and is President & CEO of TWR Enterprises, Inc., a large Southern California framing company he founded in 1984. The board has affirmatively determined Rhodes is independent under Nasdaq rules. As Lead Independent Director since February 2, 2023, he presides over executive sessions of independent directors and serves as liaison to the Executive Chairman/CEO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TWR Enterprises, Inc. (Corona, CA) | President & CEO (Founder) | 1984–present | Built one of the largest framing companies in Southern California; deep relationships and insight into residential/commercial construction markets beneficial to UFPI board deliberations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Framing Contractors Association | Board member | Not disclosed | Industry perspective |
| Building Industry Association – Orange County | Board member | Not disclosed | Industry perspective |
| California Professional Association of Specialty Contractors – Orange County/Inland Empire | Board member | Not disclosed | Industry perspective |
Board Governance
- Independence: Board determined Rhodes is independent under Nasdaq rules.
- Roles: Lead Independent Director; Chair, Personnel & Compensation Committee (PCC).
- Committee activity: PCC held 2 meetings in 2024; Audit held 4; Nominating & Corporate Governance (NCG) held 2.
- Attendance: In 2024, all incumbent directors except one attended at least 80% of aggregate Board and committee meetings on which they served (implies Rhodes met the threshold).
- Executive sessions: As Lead Independent Director, Rhodes chairs independent-director sessions and serves as liaison to leadership.
- Anti-hedging/pledging: Directors are prohibited from hedging/pledging company stock without prior NCG Committee approval; no approvals had been made as of the proxy date.
- Ownership guidelines: Independent directors must own at least 7,500 shares within two years of joining the Board.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee director cash retainer |
| Committee membership fee – Personnel & Compensation | $5,000 | Annual fee for PCC membership |
| Committee chair fee – Personnel & Compensation | $10,000 | Additional fee for PCC chair |
| Lead Independent Director fee | $20,000 | Annual fee for Lead Independent Director service |
| Meeting fees | $0 | No meeting fees paid |
| Total cash fees actually earned (Rhodes) | $104,500 | As reported in director compensation table |
| Annual stock retainer | $135,000 | Equity portion of director compensation |
- Director Compensation Plan: Independent directors may defer cash and/or stock retainers. Deferred cash is used to purchase UFPI stock at 110% of the deferred cash amount. In 2024, Rhodes participated and was allocated 875 shares in lieu of cash fees under the plan.
Performance Compensation
| Equity Component | Amount/Mechanism | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual stock retainer | $135,000 | Paid in equity; standard director grant, vesting not specified in proxy | None disclosed for directors |
| Director Compensation Plan (deferral) | Deferred cash converted to shares at 110% rate | Shares acquired on deferred basis under plan; no PSU/option metrics disclosed | None (plan is deferral-based, not performance-conditioned) |
| Options/PSUs | Not disclosed for directors | Not disclosed | Not disclosed |
Note: UFPI’s performance-based incentive structures (ROI, PBOP, PSUs) apply to executives; the proxy does not specify performance-conditioned equity for non-employee directors.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | Not disclosed for Rhodes in the proxy biography (industry association boards noted above) |
| Compensation Committee interlocks | PCC in 2024: Rhodes (Chair), Budden, Merino, Wooldridge; none were officers/employees; no interlocks/insider participation disclosed. |
| Related-party transactions | None involving Rhodes disclosed; separate arm’s-length transactions with Ruan (linked to director McLean) were reviewed/approved by Audit Committee. |
Expertise & Qualifications
- 40+ years as founder/CEO in site-built construction; deep market knowledge across residential/commercial framing.
- Strategic and entrepreneurial experience including ventures in real estate, hotel development, and insurance.
- Board leadership: Lead Independent Director with responsibility for independent sessions and liaison to management; PCC chair overseeing executive/director compensation and CEO succession planning.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notable Details |
|---|---|---|---|
| Thomas W. Rhodes | 80,283 | <1% | Includes 63,354 shares held in the Director Plan |
| Ownership guideline (independent directors) | 7,500 shares required | — | Rhodes materially exceeds guideline |
| Hedging/Pledging | Prohibited without prior approval | — | No approvals made as of proxy date |
Governance Assessment
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Strengths:
- Lead Independent Director role enhances board independence and accountability; presides over executive sessions and serves as liaison to leadership.
- Clear independence determination; no related-party transactions involving Rhodes disclosed; no compensation committee interlocks.
- High ownership alignment: 80,283 shares, well above 7,500-share guideline; participation in Director Plan further aligns interests.
- Compensation structure leans toward equity via $135k stock retainer plus optional deferral into stock, reinforcing alignment; no meeting fees that could incentivize excessive meetings.
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Watch items:
- As PCC Chair, Rhodes significantly influences executive pay and CEO succession; continued strong shareholder support for say-on-pay is a corroborating signal. 2025 say-on-pay was approved (51,437,112 for; 1,852,050 against; 54,128 abstentions; broker non-votes 2,999,994). In 2024, approximately 83% supported say-on-pay.
- Attendance disclosures are at the ≥80% threshold level (not disclosed individually), which meets expectations but provides limited granularity.
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Shareholder voting context:
- 2025 director elections: Budden and Schwartz elected; say-on-pay approved by wide margin; auditors ratified. These outcomes reflect generally supportive investor sentiment toward UFPI’s governance and pay programs overseen by the board and PCC.
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RED FLAGS: None identified specific to Rhodes. No related-party dealings, hedging/pledging approvals, or delinquent Section 16 issues noted for him in the proxy.