Michael Wiedemer
About Michael Wiedemer
Michael L. Wiedemer, age 56, is Vice President and Chief Financial Officer of United States Lime & Minerals, Inc. (USLM) and has served since 2017. He is a certified public accountant with over 25 years of finance and accounting experience, including controller roles at Peerless Manufacturing Company and TearLab Corp., and earlier audit experience at Grant Thornton LLP . Company performance during his tenure is strong: 2024 net income was $108.839 million and EBITDA was $160.844 million, with cumulative TSR reaching 753.94 by year-end 2024, up from 260.97 in 2023 . USLM’s compensation program links executive payouts to both subjective goals (modernization, cost savings, ESG) and quantitative outcomes, notably EBITDA used for CEO objective bonus; for Wiedemer, payouts are discretionary based on qualitative performance and equity grants that vest over time .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TearLab Corp. | Corporate Controller | 2015–2017 | Led financial reporting for an in vitro diagnostics company, strengthening controllership discipline . |
| Peerless Manufacturing Company (PMFG) | Corporate Controller; Chief Accountant | 2009–2015 | Built finance operations in industrial equipment, supporting capital discipline and compliance . |
| Grant Thornton LLP | Audit Manager | Prior to 2009 | External audit experience across manufacturing and industrial clients; foundation for CFO rigor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No public company directorships or external governance roles disclosed for Wiedemer . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 216,917 | 309,000 | 325,500 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Discretionary Bonus Paid ($) | 50,000 (paid 2023) | 65,000 (paid 2024) | 70,000 (paid 2025) |
| All Other Compensation ($) | 6,539 | 9,355 | 9,434 |
| Total Compensation ($) | 298,650 | 420,027 | 464,939 |
Perquisites included company 401(k) contributions and personal use of company-provided automobiles (and dues for CEO’s country club; CFO not specified) .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (Discretionary) | Qualitative goals: succession planning, human capital, modernization, expansion projects, cost savings, acquisitions, ESG & sustainability | Not disclosed | Not disclosed | Committee judgment | $70,000 (2024 bonus) | N/A |
| Restricted Stock Grant (2024) | Time-based | N/A | 1,200 shares granted 2/2/2024 | N/A | Grant-date fair value $60,005 | 33⅓% vests on 2/2/2025, 2/2/2026, 2/2/2027 |
| Restricted Stock Grant (2025) | Time-based | N/A | 426 shares granted 2/2025 | N/A | Not disclosed | Vests in three annual installments (years following grant) |
| Legacy Restricted Stock (2023) | Time-based | N/A | 800 shares (prior grant) | N/A | Not disclosed | 50% vested 2/3/2025; 50% vests 2/3/2026 |
| Legacy Restricted Stock (older grant) | Time-based | N/A | 350 shares | N/A | Not disclosed | Vested 2/2/2025 |
For 2024, 28% of Wiedemer’s compensation was performance-based, including 13% stock-based compensation .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 6,620 | Includes unvested restricted shares . |
| Unvested Restricted Shares (as of 3/14/2025) | 1,626 | From outstanding grants . |
| Vested Shares (estimated) | 4,994 | Computed as 6,620 – 1,626; inputs cited . |
| Ownership as % of Shares Outstanding | ~0.023% | 6,620 / 28,620,799 shares; outstanding shares cited . |
| Options – Exercisable / Unexercisable | 0 / 0 | No options outstanding or exercised in 2024 . |
| Hedging/Pledging | Prohibited | Insider trading policy bans hedging and pledging; 10b5‑1 plans permitted under policy exceptions . |
| Stock Ownership Guidelines | Not disclosed for CFO | CEO has a 2x salary guideline; CFO policy not specified . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None disclosed; CEO agreement detailed, CFO not listed with a contract . |
| Severance – Termination w/o Cause (no CIC) | None . |
| Severance – Change in Control (CIC) | None . |
| Equity Acceleration upon Death/Disability or CIC | Accelerated vesting value $311,939 based on 12/31/2024 closing price and unvested shares . |
| Clawback Policy | Compensation recovery policy effective 12/1/2023 (retro to 10/2/2023) covering incentive compensation linked to financials, stock price, or TSR in event of restatement . |
| Non-Compete/Non-Solicit | Not disclosed for CFO; CEO agreement contains covenants . |
| Deferred Compensation/Pension | Company states no defined benefit pension, non‑qualified deferred comp, or supplemental retirement plans for executive officers . |
Additional Company Performance Context (for alignment)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($000s) | 28,223 | 37,045 | 45,429 | 74,549 | 108,839 |
| EBITDA ($000s) | 55,356 | 67,667 | 78,999 | 117,449 | 160,844 |
| USLM TSR (cumulative, base=100 at 12/31/2019) | 127.17 | 144.58 | 158.81 | 260.97 | 753.94 |
Compensation Structure Analysis
- Shift toward time-vested restricted stock and away from options: CFO has no options; equity is time-based RS grants with multi-year vesting .
- Discretionary cash bonuses reflect qualitative, execution-focused goals rather than formulaic targets for CFO (contrast to CEO’s EBITDA grid), increasing subjectivity in pay outcomes .
- Clawback adoption strengthens governance and pay-for-performance enforcement against restatement risk .
- No severance protections for CFO, but equity acceleration at termination scenarios implies retention risks tied to equity value rather than cash safety nets .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy (positive alignment); no pledging disclosed .
- No defined severance or CIC cash protections for CFO (could elevate voluntary departure risk in tight talent markets) .
- Related-party transactions governed by audit committee, with formal review processes; no CFO-related transactions disclosed .
Compensation Committee & Governance
- Compensation Committee: Cardin (Chair), Doumet, Hawkins, Duhé; independent directors administering salary, incentives, and equity, plus ownership and recovery policies .
- The committee viewed pay program as pay-for-performance; shareholders have an annual say-on-pay vote; recent outcomes characterized as favorable (percentage not provided) .
Investment Implications
- Alignment: CFO’s equity is entirely time-vested RS with staggered tranches vesting in 2025–2027 (and new 2025 grant), creating periodic sellable supply; however, hedging/pledging prohibitions limit misalignment risk .
- Retention: Absence of severance/CIC cash protections for CFO may imply at‑will employment and potential retention risk if market demand for industrial CFOs rises; equity acceleration cushions but is market-dependent .
- Trading signals: Upcoming vesting dates—1/3 of 1,200 shares vest on 2/2/2026 and 2/2/2027; 50% of 800 shares on 2/3/2026; plus three‑installment vesting for the 426‑share 2025 grant—could create incremental selling pressure windows, subject to blackout and preclearance under insider policy .
- Performance linkage: CFO bonus is discretionary, tied to execution themes (modernization, cost savings, acquisitions, ESG), not formulaic financial targets, implying pay outcomes hinge on board judgment rather than hard metrics; equity drives longer-term alignment .
Overall, Wiedemer’s incentives emphasize steady execution with time-based equity and modest discretionary cash bonuses, within a strong governance framework (clawback, no hedging/pledging). The lack of severance could be a retention consideration; vesting cadence provides visibility into potential insider supply dynamics.