Jon Wolkenstein
About Jon Wolkenstein
Jon A. Wolkenstein is an independent director of United States Lime & Minerals (USLM), age 62, appointed in November 2024 after retiring from Grant Thornton as a partner following a 40-year career; he is a certified public accountant and recognized by USLM’s board as an audit committee financial expert . He previously served on Grant Thornton’s 10-member board (2011–2017) and holds extensive audit, finance, and risk-management credentials relevant to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Partner; Board Member | Partner: 40 years; Board: 2011–2017 | Firm governance; broad industry coverage including manufacturing, tech, restaurants/retail, specialty finance, transportation |
| North Texas Food Bank | Audit Committee Chair; Finance Committee | 2008–2016 | Audit chair responsibilities; financial oversight |
| Feeding North Texas Foundation | Chairman | 2017–2024 | Foundation leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Grant Thornton LLP | Former Partner; Former Board Member | No | Professional services firm; prior affiliation (see Governance Risks) |
| North Texas Food Bank | Audit Committee Chair; Finance Committee | No | Non-profit governance |
| Feeding North Texas Foundation | Chairman | No | Non-profit leadership |
Board Governance
- Independence: Board determined Wolkenstein is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Audit Committee chaired by Tom S. Hawkins, Jr.; members include Hawkins (Chair), Cardin, Wolkenstein, and Duhé; all are audit committee financial experts .
- Attendance/engagement: In 2024, each director attended at least 75% of combined board and committee meetings; all directors attended the 2024 annual meeting; board held 7 meetings, audit 6, nominating 5, compensation 4; independent directors meet in executive session with each quarterly board meeting .
- Governance structure: Chair and CEO roles are separated; independent chairman of the Executive Committee (Doumet) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $20,000 | Non-employee director schedule |
| Per diem (in-person meeting) | $1,500 | Non-employee director schedule |
| Telephonic meeting fee | $1,000 | Non-employee director schedule |
| Audit Committee Chair retainer | $10,000 | For chair only (Wolkenstein is a member, not chair) |
| Compensation Committee Chair retainer | $5,000 | For chair only |
| 2024 Director Cash Fees (Wolkenstein) | Amount |
|---|---|
| Fees earned/paid in cash | $7,833 |
Performance Compensation
| Component | 2024 Value | Structure |
|---|---|---|
| Stock awards (restricted stock/options) | $162,690 | Non-employee directors annually receive, at their option, either 9,000 stock options (immediate vest) or 3,000 restricted shares (six-month vest) upon election/re-election; new directors receive pro‑rata compensation . 2024 shows stock awards for Wolkenstein with no option awards . |
No director performance metrics (e.g., EBITDA/TSR targets) apply to non-employee director equity grants; vesting is time-based per program terms .
Compensation Mix (Wolkenstein, 2024)
| Type | Amount | Mix (%) |
|---|---|---|
| Cash fees | $7,833 | 4.6% (calculated from cited figures ) |
| Equity awards | $162,690 | 95.4% (calculated from cited figures ) |
Other Directorships & Interlocks
| Company/Entity | Type | Relationship to USLM | Interlock/Conflict Notes |
|---|---|---|---|
| Grant Thornton LLP | Auditor | USLM’s independent registered public accounting firm | Wolkenstein retired from Grant Thornton in 2024 and serves on USLM’s Audit Committee; while board deems him independent, prior affiliation with the current auditor is a potential perceived conflict requiring continued vigilance on auditor independence and related-party review . |
Expertise & Qualifications
- CPA; audit committee financial expert designation; deep experience across financial reporting, internal controls, disclosure, and risk oversight .
- Multi-industry exposure including manufacturing, technology, restaurants/retail, specialty finance, and transportation—relevant to USLM’s operational and financial complexity .
- Prior governance roles at Grant Thornton and non-profit boards, including audit chair responsibilities .
Equity Ownership
| Holder | Shares Beneficially Owned | Vested vs Unvested | % of Outstanding |
|---|---|---|---|
| Jon A. Wolkenstein | 1,500 | Includes 1,500 unvested restricted shares as of March 14, 2025 | ~0.005% (1,500 / 28,620,799; shares outstanding as of Mar 14, 2025) |
Insider trading policy prohibits short selling and hedging/pledging of company securities, with blackout and preclearance procedures; exceptions only via properly approved 10b5‑1 plans—supports alignment and reduces risk of misaligned incentives .
Governance Assessment
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Strengths:
- Independent director with CPA credentials and audit committee financial expert status; seated on Audit Committee alongside other financial experts .
- Attendance and engagement meet board standards (≥75% in 2024) with robust committee cadence; independent director executive sessions quarterly .
- Director compensation program modest on cash retainer with meaningful equity participation; Wolkenstein’s 2024 compensation was predominantly equity (≈95%), supporting ownership alignment .
- Insider trading policy explicitly bans hedging/pledging, mitigating alignment and reputational risks .
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Risks and RED FLAGS:
- Prior Grant Thornton affiliation while Grant Thornton is USLM’s independent auditor could create perceived independence concerns, especially given Audit Committee membership; continued strict adherence to PCAOB independence standards and rigorous related-party oversight is warranted .
- Controlling shareholder concentration (Inberdon at 61.68%) may reduce minority shareholder influence; emphasizes need for strong independent board checks and robust committee oversight .
- No disclosed director-specific stock ownership guidelines; alignment relies on program design and personal holdings; Wolkenstein’s beneficial ownership is small in absolute terms (1,500 shares) and was unvested at record date .
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Actions for investors:
- Monitor Audit Committee processes around auditor independence, non-audit services, and related-party review; USLM discloses pre-approval and review frameworks—ensure practical enforcement given interlock history .
- Track any future Form 4 filings for changes in Wolkenstein’s ownership, pledging, or hedging activity; ensure continued compliance with insider policy .
- Evaluate board effectiveness and independence in context of majority ownership—committee leadership, ESG oversight, and executive succession highlighted by the board as priorities .