Mitchell C. Rock
About Mitchell C. Rock
Mitchell C. Rock, age 57, is President of UFP Technologies (appointed February 2024) after leading UFP MedTech since 2021 and earlier serving in senior commercial roles; he previously spent 1999–2000 at Esprocket and first joined UFP in 1991 . UFPT’s pay-versus-performance disclosure shows strong alignment to outcomes: cumulative TSR reached 492.67 (vs peer group 117.80) through 2024, while net income was $58.98M and Adjusted Operating Income was $85.57M in 2024 . For 2024 incentives, the Compensation Committee set an Adjusted Operating Income target of $66.31M and UFPT delivered $75.86M, triggering above-target payouts and RSU performance earnouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UFP Technologies | President, Company | Feb 2024–present | Company-wide leadership; consolidates MedTech and corporate execution |
| UFP Technologies | President, UFP MedTech | Jun 2021–Feb 2024 | Scaled MedTech segment; commercial execution and growth |
| UFP Technologies | SVP Sales & Marketing | May 2002–Jun 2014 | Drove commercial strategy and growth across segments |
| UFP Technologies | VP Sales & Marketing, Moulded Fibre | Apr 2001–May 2002 | Led division go-to-market and customer growth |
| UFP Technologies | Director Sales & Marketing, Moulded Fibre | 1991–1999 | Built foundational sales capabilities in packaging division |
| Esprocket (internet startup) | VP Sales & Business Development | May 1999–Oct 2000 | Early-stage growth; digital commercial experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Outlook Amusements, Inc. | Director | 2016–present | Entertainment company board service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $420,000 | $440,000 | $500,000 |
| All Other Compensation ($) | $25,921 | $35,678 | $36,411 |
| Total ($) | $1,300,263 | $1,462,095 | $1,794,295 |
Additional: Base salary increased effective Jan 1, 2025 to $525,000 .
Performance Compensation
| Component | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Adjusted Operating Income; individual objectives | 50% of base ($250,000) | AOI target $66,309,000; actual $75,856,022 | $386,794 | Cash paid Mar 2025 |
| RSU – Threshold (2024 grant) | Time-based only | 2,567 sh; $440,000 | N/A | Earned | 1/3 vests Mar 1, 2025; 1/3 Mar 1, 2026; 1/3 Mar 1, 2027 |
| RSU – Target (2024 grant) | AOI at 100% of target | 1,284 sh; $220,000 | Target achieved | Earned | Same schedule |
| RSU – Exceptional (2024 grant) | AOI at 115% of target | 1,283 sh; $220,000 | 96% achieved | 96% earned | Same schedule; CoC acceleration applies |
Notes:
- 2024 RSU structure: time-based (Threshold) plus performance-based (Target and Exceptional) tied to Adjusted Operating Income; earned levels reflect actual AOI delivery .
- Individual cash bonus goals for NEOs included regulatory compliance, acquisition execution, talent development, operational excellence, safety/quality, supply chain, ROIC, investor relations .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (Apr 11, 2025) | 23,954 shares; less than 1% of outstanding |
| Unvested RSUs at 12/31/2024 | 10,871 shares |
| RSUs vested during 2024 | 6,959 shares; $1,508,711 value (gross) |
| Options outstanding | None |
| Anti-hedging / anti-pledging | Hedging prohibited; pledging/margin accounts prohibited |
| Ownership guidelines | NEOs: 1× base salary within 5 years of appointment |
| Deferred compensation | Aggregate balance $714,631; 2024 earnings $120,003; 2024 withdrawals $(421,020); prior reported comp included $340,341 |
Upcoming vesting (scheduled from 12/31/2024 snapshot):
- 5,641 RSUs vested Mar 1, 2025; 3,536 vest Mar 1, 2026; 1,694 vest Mar 1, 2027 .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Change-in-Control policy for execs without specific contracts) | Base salary continuation equal to 4 months + 1 month per year of service up to 18 months; for Rock: $750,000 if terminated in connection with CoC (assuming 12/31/2024) |
| Change-in-Control vesting | Earned but unvested RSUs time-vest on CoC; for Rock, vested equity valued at $2,043,126 (as of 12/31/2024 at $244.51/sh) |
| Clawback | Nasdaq Rule 10D-1 compliant policy to recover erroneously awarded incentive compensation |
| Insider trading policy | Robust policy; anti-hedging and anti-pledging; option repricing/buyouts prohibited |
| Stock award timing | Granted via Compensation Committee approval; fair value set at closing price on grant date; not timed around MNPI |
Insider Transactions and Vesting Pressure
| Date (Filed) | Transaction Date | Type | Shares | Source |
|---|---|---|---|---|
| Feb 12, 2025 | Feb 11, 2025 | Form 4 – Award (A) | 3,817 | |
| Mar 5, 2024 | Mar 1, 2024 | Form 4 | Noted filing (details in EDGAR) | |
| Feb 8, 2024 | Feb 6, 2024 | Form 4 | Noted filing (details in EDGAR) |
Context:
- Annual RSU vest tranches on March 1 (2025/2026/2027) create predictable supply; 2025 vesting tranche for Rock was 5,641 RSUs .
- Company prohibits hedging and pledging, reducing forced selling risk from collateralized positions .
Compensation Structure Context and Peer Benchmarking
- NEO pay is designed with base salary, performance-based annual cash bonus (entity-wide and individual objectives), and long-term incentives via time-based and performance RSUs; options generally not used for NEOs other than CEO .
- Peer assessments: Aon 2022 peer group (12 companies) guided 2024 pay; Pearl Meyer 2024 peer group (19 companies) guided 2025 base and incentives .
- Say-on-pay support exceeded 90% in 2024, indicating shareholder acceptance of pay-for-performance alignment .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR (value of $100) | 93.93 | 141.62 | 237.60 | 346.70 | 492.67 |
| Peer group TSR (value of $100) | 99.30 | 106.69 | 92.94 | 96.93 | 117.80 |
| Net Income ($) | $13,368,880 | $15,885,720 | $41,789,243 | $44,923,806 | $58,981,545 |
| Adjusted Operating Income ($) | $16,731,467 | $21,633,199 | $44,463,769 | $61,336,342 | $85,574,421 |
Highlights:
- 2024 AOI materially exceeded the Compensation Committee’s target ($66.31M) at $75.86M, driving above-target NEO bonus and RSU performance earnouts .
- Outperformance on TSR vs peers indicates sustained value creation during the period disclosed .
Governance and Risk Indicators
- Anti-hedging/anti-pledging, no tax gross-ups, no option repricing or buyouts; ownership guidelines and clawback policy in place .
- Related party transactions disclosure is robust; no red flags specific to Rock identified in the proxy .
Investment Implications
- Compensation structure links a significant share of Rock’s pay to Adjusted Operating Income and three-year vesting RSUs, aligning incentives to profitability and retention through 2027; a predictable March 1 vest calendar may create periodic supply but hedging/pledging bans mitigate forced sales .
- Change-of-control protections feature full RSU acceleration with sizable value ($2.04M for Rock as of 12/31/2024), plus cash severance ($750k), which could influence executive stability during strategic events while modestly increasing potential transaction costs .
- Strong TSR and AOI trajectory support pay outcomes; continued delivery on profitability and ROIC (a listed performance measure) would sustain incentive realizations and reduce execution risk signals .
- Ownership guidelines and no-pledging policy enhance alignment; disclosure shows direct beneficial stake but still “<1%,” so performance-linked RSUs are the primary lever for alignment rather than large outright share ownership .