William Schwartz
UFP INDUSTRIESAbout William D. “Will” Schwartz, Jr.
William D. Schwartz, Jr. (age 47) became President and Chief Executive Officer of UFP Industries on December 29, 2024, after leading UFP Retail Solutions since January 1, 2023 and progressing through sales and operations roles since joining in 1998 . For FY2025, his annual base salary was set at $600,750, reflecting his transition to CEO . UFPI’s pay-for-performance framework emphasizes ROI, PBOP and PBROI; in 2024 the Company achieved a 19.80% ROI, driving incentive payouts and 2025 LTI grants tied to PBOP and PBROI hurdles . Company-level TSR and PBOP under the broader program are tracked in Pay vs. Performance; the Company’s $100 TSR proxy measure stood at $242 for 2024 (peer group $203) with PBOP of $646 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UFP Industries | President & CEO | 2024–present | CEO appointment effective Dec 29, 2024 to lead next growth era and value creation |
| UFP Industries | President (additional title) | 2024–present | Board appointed him President (in addition to CEO) effective Dec 29, 2024; compensation unchanged vs prior 8‑K |
| UFP Retail Solutions (UFPI segment) | President | 2023–2024 | Led ~$2.6B segment; drove restructuring, brand growth, and commercial reach |
| UFP Industries | EVP, Operations Services | 2022 | Advanced enterprise operations effectiveness |
| UFP Industries | EVP, Purchasing | 2020 | Improved transportation and purchasing efficiency |
| UFP Industries | Operations VP; General Manager (multiple plants) | 2014; prior | Built plant-level operating performance and leadership bench |
| UFP Industries | Regional Sales Director; Sales Manager; Account Manager; Sales Trainee | 1998–2014 | Top seller (CEO Club); progressive sales leadership |
External Roles
No public company directorships or external committee roles disclosed for Mr. Schwartz .
Fixed Compensation
| Metric (USD) | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary | $318,814 | $384,583 | $600,750 (effective 12/29/2024) |
| Non-Equity Incentive (Cash Bonus) | $780,000 | $1,201,500 | — (not disclosed) |
| Stock Awards (Grant-Date Fair Value) | $1,153,731 | $770,264 | — (not disclosed) |
Notes:
- 2025 Corporate Bonus Pool participation set at 10% of Tier 1 threshold for the Corporate pool (for CEO plan design) .
Performance Compensation
| Component | Metric/Design | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual ROI-based Bonus (2024) | Segment ROI drives pool size and allocation; individual capped at 2x salary | Not disclosed | ROI 21.72%; Cash bonus $1,201,500; LTI $723,514 (total 2024 incentive $1,925,014) | Cash paid within 75 days post-FY; LTI granted Feb 2025 |
| Restricted Stock (2024 LTI, granted 2/20/2025 for 2024 perf) | Time-based RS | 6,106 shares | Grant-date FV $651,205 | 5-year cliff vest from grant date; accelerated upon death, disability, or CIC |
| PSUs (2024 LTI, granted 2/20/2025 for 2024 perf) | 3-year PBOP vs Budget PBOP; 0%–200% earnout; PBROI threshold (12%) gate | 678 target units | Grant-date FV $72,309 (target) | Payout after 3-year period; 0%–200% shares based on grid and PBROI gate |
| Corporate Bonus Pool (2025 CEO plan) | Corporate Profit Center pool | 10% of Tier 1 threshold | Plan participation disclosed; payouts per pool mechanics | Standard annual timing per program |
Additional details:
- 2024 Company ROI: 19.80%; Corporate pool funded at 6.1% of pre-incentive operating profit after thresholds and reallocations; segment pools scaled similarly with 8.5% ROI threshold .
Equity Ownership & Alignment
- Total Beneficial Ownership: 84,785 shares as of Feb 28, 2025 .
- Ownership as % of Outstanding: 0.14% (84,785 / 60,824,418 shares outstanding as of record date) .
- Deferred Compensation Shares Included: 10,367 shares included from deferred compensation plan .
- Outstanding Unvested Equity (as of 12/28/2024):
- Restricted Stock: 425 (vest 2/28/2029); 8,779 (vest 2/27/2029); 13,089 (vest 2/27/2028); 574 (vest 2/24/2027); 17,571 (vest 2/17/2027); 822 (vest 2/25/2026); 629 (vest 2/27/2025); 7,493 (vest 2/20/2025) .
- PSUs (target, unearned): 975 (grant 2/27/2024; performance period to 2/27/2027) .
- Anti-Hedging/Anti-Pledging: Hedging and pledging prohibited without prior approval; no approvals to date (strong alignment signal) .
- Ownership Guidelines: Officers $200,000 minimum stock ownership; independent directors 7,500 shares .
- DCP Alignment: Deferrals into company stock at 15% discount; company match in RS via ESGP (~$0.351 per $1 deferred); DCP balance for Schwartz $1,101,628 at 12/31/2024 (2024 deferral $55,000; company contribution $9,706) .
Upcoming/near-term vesting (potential supply overhang)
- Multiple RS tranches scheduled to vest in 2025–2026 (2/20/2025; 2/27/2025; 2/25/2026), then in 2027–2029 per schedule above . No options outstanding; no option exercises in 2024 .
Employment Terms
| Provision | Terms for William D. Schwartz |
|---|---|
| Employment Agreement | None (no employment contracts for NEOs) |
| Severance (ERP) | ERP benefit for qualifying officers: 150% of highest base salary over 3 years, payable over 3 years at/after age 62 (reduced if earlier), contingent on release and non-compete; excludes CEO, but Schwartz as officer is eligible |
| Change-in-Control | Double-trigger required; Schwartz: 2 years of salary plus standard health stipend; equity acceleration per plan |
| CIC Quantification (12/28/2024) | Cash severance $650,000; RS acceleration $5,266,240; Health/Welfare $36,000; Total $5,952,240 |
| Death/Disability/Retirement (12/28/2024) | Cash $355,934; RS acceleration $5,266,240; Health/Welfare $36,000; Total $5,658,174 |
| Clawback | Board-adopted clawback for restatements and certain misconduct |
Board Governance
- Board Service: Nominated for a three-year director term expiring 2028; “Service as a Director: No prior service” (first-time nominee) .
- Independence: As CEO, Schwartz would be non-independent; UFPI maintains a Lead Independent Director (Thomas W. Rhodes) and an Executive Chairman (Matthew J. Missad) to balance leadership structure .
- Committees: Independent-only committees (Audit; Personnel & Compensation; Nominating & Governance); no committee roles disclosed for Schwartz as an executive nominee .
- Board Activity: 4 Board meetings in 2024; all incumbent directors except Bruce A. Merino met ≥80% attendance .
Director Compensation and Policy Context
- Non-employee directors receive retainers (cash $60,000; stock $135,000), committee fees, and chair/lead director premiums; employee directors historically receive no additional pay for board service (e.g., CEO in 2024) . Independent directors must own ≥7,500 shares within two years .
Say-on-Pay, Peer Group, and Committee Practices
- Say-on-Pay: 83% approval at 2024 Annual Meeting (supportive) .
- Compensation Peer Group: American Woodmark; Boise Cascade; Builders FirstSource; Gibraltar Industries; Greif; Louisiana-Pacific; Masco; Patrick Industries; Simpson Manufacturing; Sonoco; Trex; Smurfit WestRock (successor to WestRock) .
- Committee Practices: Personnel & Compensation Committee is fully independent and may retain external consultants; oversees CEO succession planning and LTI plans .
Performance & Track Record
- Segment Leadership: As President of UFP Retail Solutions, Schwartz led restructuring, expanded offerings, and strengthened brand reach/marketing, cited by UFPI in CEO succession announcement .
- Executive Program Results Context: Company ROI of 19.80% in 2024 supported meaningful incentive funding; PSUs from 2022 grants paid 0% (below threshold) demonstrating downside risk in design .
Compliance, Trading, and Other Signals
- Section 16 Filings: Company disclosed a late Form 4 for issuance of deferred stock to Schwartz on September 3, 2024 .
- 2024 Vestings: Schwartz had 13,504 shares vest in 2024 (value realized $1,591,954); no options exercised (UFPI has not granted options in several years) .
Multi-Year Compensation Detail (Schwartz)
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $318,814 | $384,583 |
| Non-Equity Incentive (Cash) | $780,000 | $1,201,500 |
| Stock Awards (Grant-Date FV) | $1,153,731 | $770,264 |
| Long-Term Incentive (awarded for FY performance; RS+PSU) | — | $723,514 |
Outstanding Equity Detail (as of 12/28/2024) – William D. Schwartz, Jr.
| Grant Date | Vesting Date | RS Unvested (#) | Market Value at 12/28/24 | PSUs Target (#) | Market/Target Value |
|---|---|---|---|---|---|
| 2/29/2024 | 2/28/2029 | 425 | $47,633 | — | — |
| 2/27/2024 | 2/27/2029 | 8,779 | $985,092 | 975 | $109,405 |
| 3/02/2023 | 3/02/2028 | 559 | $62,704 | — | — |
| 2/27/2023 | 2/27/2028 | 13,089 | $1,468,717 | — | — |
| 2/24/2022 | 2/24/2027 | 574 | $64,421 | — | — |
| 2/17/2022 | 2/17/2027 | 17,571 | $1,971,642 | — | — |
| 2/25/2021 | 2/25/2026 | 822 | $92,264 | — | — |
| 2/27/2020 | 2/27/2025 | 629 | $70,636 | — | — |
| 2/20/2020 | 2/20/2025 | 7,493 | $840,790 | — | — |
Note: PSU outcomes depend on 3-year PBOP vs Budget PBOP and PBROI gate; 2022-cycle PSUs paid out at 0% for NEOs (below threshold) .
Director Service and Independence Considerations
- Board Service History/Status: Nominated to serve through 2028; no prior board service .
- Dual-role implications: As CEO and (if elected) director, Schwartz will not be independent; UFPI mitigates this with an Executive Chairman and a Lead Independent Director who chairs executive sessions of independent directors .
Investment Implications
- Pay-for-performance alignment: Schwartz’s 2024 bonus tied to a strong 21.72% segment ROI and capped cash bonus design; majority of incremental performance value beyond cash cap is delivered in multi-year RS/PSU awards with five-year cliff and three-year PBOP gates, sharpening retention and long-horizon alignment .
- Vesting overhang and potential selling pressure: Multiple RS tranches vest in 2025–2026 and beyond; while anti-hedging/anti-pledging limits adverse alignment, periodic vesting could add supply; no options are outstanding (no option-driven selling risk) .
- Retention and CIC economics: Double-trigger CIC with two years’ salary plus full RS acceleration creates meaningful protection ($5.95M total at 12/28/2024), reducing involuntary turnover risk in a transaction while reinforcing continuity incentives pre-deal .
- Governance quality: Independent-only committees, a Lead Independent Director, a standing clawback, and anti-pledging/hedging policy (no approvals granted) support governance quality; recent 83% say-on-pay support indicates shareholder acceptance of program design .
- Execution risk and track record: Schwartz’s operational background (retail segment restructuring/brand growth) suggests continuity with UFPI’s ROI-centric culture; PSUs paying 0% for the 2022 cycle underscores genuine downside risk and disciplined targets—positive for investors wary of pay inflation without results .