Timothy Byrne
About Timothy Byrne
Timothy W. Byrne, age 67, is President and CEO of United States Lime & Minerals, Inc. (USLM) and has served as a director since 1991; he rejoined USLM as CEO on December 8, 2000 after earlier service as CEO in 1997–1998 and prior roles including SVP/CFO and VP Finance & Administration (1990–1998). He is a past president of the National Lime Association, and the board cites his 30+ years of operational and financial experience in the lime industry as core credentials . In 2024, USLM’s TSR surged 188.9% YoY, with EBITDA up 36.9% YoY to $160.8M and net income up 46.0% YoY to $108.8M, aligning pay and performance emphasis around EBITDA and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United States Lime & Minerals, Inc. | President & CEO | 2000–present (rejoined Dec 8, 2000) | Led modernization, expansions, succession planning focus; board credits leadership for share price increase and strategic success . |
| United States Lime & Minerals, Inc. | President & CEO | 1997–1998 | Executive leadership during prior stint as CEO . |
| United States Lime & Minerals, Inc. | SVP & CFO; VP Finance & Administration; other positions | 1990–1998 | Finance and operations leadership; deep institutional knowledge . |
| Internet services and communications company | President | pre-2000 (between 1998–2000) | Strategy, marketing, technology leadership experience outside USLM . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Lime Association | Past President | n/a | Industry leadership and policy engagement . |
Fixed Compensation
| Year | Base Salary ($) | YoY Increase (%) | Notes |
|---|---|---|---|
| 2024 | 555,000 | 4.7% | Minimum salary under Employment Agreement; reviewed annually . |
| 2025 | 575,000 | 3.6% | Effective Jan 1, 2025 . |
- Perquisites: country club membership, company automobile, 401(k) and standard employee benefits; business expense reimbursement .
- Clawback: compensation recovery policy adopted Nov 15, 2023 (effective Dec 1, 2023; retroactive to Oct 2, 2023) covering incentive pay tied to financial metrics, stock price, or TSR in the event of a restatement .
Performance Compensation
Annual Cash Bonus – EBITDA Schedule and Outcome
| Performance Year | Metric | Thresholds and Payout Schedule | Result | EBITDA Bonus Paid ($) | Discretionary Bonus ($) |
|---|---|---|---|---|---|
| 2024 | EBITDA | $200k @ $38M; $250k @ $41M; $300k @ $44M; max greater of $460k or base salary if ≥$50M | Exceeded $50M EBITDA | 555,000 | 300,000 |
| 2025 | EBITDA (Opportunity) | $250k @ $100M; $350k @ $110M; $450k @ $115M; max greater of $555k or base salary if ≥$120M (max $575k for 2025) | n/a | n/a | n/a |
- The compensation committee may also award a discretionary bonus; Byrne received $300,000 for 2024 based on subjective performance factors (succession, human capital, projects, cost savings, acquisitions, ESG) .
Equity Awards – Structure and 2024 Grants
| Grant Date | Type | Shares Granted | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 12/31/2024 | Restricted Stock | 47,500 | 100% on 12/31/2025 | 6,305,150 |
- Equity mix shifted away from options: Byrne’s Employment Agreement eliminates the right to receive annual stock options and sets a minimum annual grant of 47,500 restricted shares, vesting after one year; final-year grant vests immediately upon termination of all relationships with USLM (employee, consultant, or director) .
- Company-wide, the 2001 plan was amended in 2024 to increase share reserve; as of Mar 14, 2025, 832,425 shares remained for future grants; as of Dec 31, 2024, 837,225 remained .
Option Awards – Outstanding and Vesting Milestones (as of 12/31/2024)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration | Vesting Note |
|---|---|---|---|---|
| 25,000 | 12,500 | 46.07 | 12/29/2033 | The unexercisable tranche vests 100% on 6/29/2025 . |
| 12,500 | — | 28.15 | 12/30/2032 | Already exercisable . |
2024 Liquidity Events (Potential Selling Pressure Signals)
| Type | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 62,500 | 2,975,800 |
| Stock awards vested | 62,500 | 8,473,750 |
- Upcoming supply catalysts: 47,500 restricted shares vest on 12/31/2025; 12,500 options vest on 6/29/2025 .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Timothy W. Byrne | 163,457 | <1% | Includes 37,500 options exercisable within 60 days and 47,500 unvested restricted shares . |
| Shares Outstanding (Record Date 3/14/2025) | 28,620,799 | — | For % calculation context. |
- Ownership guidelines: Byrne must hold unhedged USLM shares equal in market value to at least 2x base salary at all times; includes unvested restricted shares and immediate family/trust holdings; if below threshold (e.g., salary increases or price declines), he must retain sufficient award shares to restore compliance .
- Hedging and pledging: Company policy prohibits short selling and hedging (options, swaps, collars, exchange funds) and includes prohibitions on pledging; additional blackout and preclearance rules for Section 16 insiders and designated persons; Rule 10b5-1 plans permitted under policy exceptions .
- Concentrated control context: Inberdon Enterprises Ltd., indirectly owned by George M. Doumet (brother of Chairman Antoine M. Doumet), owns 61.68% of USLM, creating a controlled-company dynamic relevant to governance and liquidity considerations .
Employment Terms
| Term | Details |
|---|---|
| Agreement Term | Effective Jan 1, 2025 through Dec 31, 2028; auto-renews for successive one-year periods unless either party gives ≥1 year notice . |
| Base Salary | Minimum $555,000; reviewed annually . |
| Annual Bonus (Objective) | EBITDA-based schedule with max equal to base salary if threshold achieved (e.g., 2025 max $575,000 at ≥$120M EBITDA) . |
| Annual Equity | At least 47,500 restricted shares granted on last business day of each year; one-year vest; final-year grant vests upon earlier termination of all roles with USLM . |
| Severance – No CIC | Involuntary termination without cause: 2x last full-year “reportable taxable income” (estimated $21,430,090 as of 12/31/2024) . |
| Severance – With CIC | Voluntary termination within 6 months post-CIC or involuntary without cause within 1 year post-CIC: 3x last full-year “reportable taxable income” (estimated $32,145,136), subject to 280G cap; accelerated vesting value estimated at $6,305,150 . |
| Other Terms | Country club membership; company auto; 401(k) and benefits; reimbursement; confidentiality, non-compete, non-solicitation; subject to compensation recovery (clawback) policy . |
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Severance ($) | Accelerated Vesting ($) |
|---|---|---|
| Involuntary termination without cause (no CIC timing) | 21,430,090 | — |
| Termination within CIC window (as defined) | 32,145,136 (subject to 280G limits) | 6,305,150 |
Board Governance
- Role and Service: Byrne is a director since 1991; he is not independent under Nasdaq rules (CEO) .
- Leadership structure: USLM separates Chairman and CEO roles; Chairman is independent director Antoine M. Doumet; executive committee is composed of Doumet (chair) and Byrne .
- Attendance and cadence: In 2024, the board met 7 times; Byrne and all directors attended at least 75% of board and committee meetings; independent directors hold executive sessions each quarter .
- Committees (2024): Audit (Hawkins chair, Cardin, Wolkenstein, Duhé); Compensation (Cardin chair, Doumet, Hawkins, Duhé); Nominating & Governance (Doumet chair, Cardin, Hawkins, Duhé, Weirich); Executive (Doumet chair, Byrne) .
- Related party oversight: Audit committee reviews/approves related-party transactions (including with Inberdon) under written policies; considers arm’s-length terms and best interests of all shareholders .
Say-on-Pay & Shareholder Feedback
- Frequency: Annual advisory vote on executive compensation .
- Committee perspective: The compensation committee considered the favorable outcome of prior shareholder advisory votes and made no major changes to program design on that basis .
Compensation Committee Analysis
- Independence and composition: Compensation committee comprises independent directors Cardin (chair), Doumet, Hawkins, and Duhé .
- Consultant use: The committee has not engaged an outside compensation consultant; compares broadly to non-durable manufacturing peers as appropriate .
- Pay-for-performance emphasis: Committee states 2024 CEO compensation was ~76% stock-based and 17% performance-based; non-CEO NEOs had 28–33% performance-based mixes .
Performance & Track Record (Pay vs Performance context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| USLM Total Shareholder Return (index) | 158.81 | 260.97 | 753.94 |
| Net Income ($000s) | 45,429 | 74,549 | 108,839 |
| EBITDA ($000s) | 78,999 | 117,449 | 160,844 |
| CEO Compensation Actually Paid ($) | 4,293,399 | 7,552,783 | 15,582,727 |
- 2024 YoY changes: TSR +188.9%; Net Income +46.0%; EBITDA +36.9%; CEO Compensation Actually Paid +106.3% .
- Strategic priorities used in qualitative assessments: succession planning, human capital development, modernization, expansion & development projects, cost savings/efficiencies, acquisitions, ESG/sustainability .
Compensation Peer Group (for TSR benchmarking)
- Peer TSR index includes Eagle Materials, Mineral Technologies, and Summit Materials .
Related Party Transactions and Control
- Ownership concentration: Inberdon Enterprises Ltd. holds 61.68% of shares outstanding; all Inberdon shares are indirectly owned by George M. Doumet (brother of Chairman Antoine M. Doumet) .
- Governance mitigants: Independent audit committee pre-approves any related-party transactions under formal policies; board maintains split Chair/CEO structure .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited by insider trading policy (mitigates misalignment/forced selling risk); 10b5-1 permitted with constraints .
- Parachute magnitude: CIC severance based on multiples of taxable income (not salary/bonus) with estimated $32.1M exposure, subject to 280G caps (material shareholder dilution/cash outflow risk in a transaction) .
- Option repricing/gross-ups: No repricing disclosed; no tax gross-ups disclosed; clawback policy in place .
Compensation Structure Observations
- Shift to time-based RSUs and away from options: Employment Agreement removed annual option grants and set minimum RSU grants; committee cited desire to normalize overall compensation after substantial stock price appreciation and to sustain long-term alignment .
- Objective metric tightening: 2025 EBITDA bonus thresholds raised substantially (e.g., max at ≥$120M EBITDA) versus 2024 schedule (max at ≥$50M EBITDA), reflecting business scale-up .
- At-risk pay mix: High stock-based component for CEO (76% in 2024), enhancing long-term alignment, but with immediate one-year vesting cadence that can create annual liquidity events .
Director Service, Roles, and Independence (Byrne as Director)
- Board Service: Director since 1991; only officer on the board .
- Committee Roles: Member of the executive committee (with independent Chairman); not on audit, compensation, or nominating committees .
- Independence: Not independent (as CEO); practice is to separate Chair/CEO .
- Attendance: ≥75% of meetings in 2024; board met 7 times; all directors attended 2024 annual meeting .
- Director Compensation: Employee directors do not receive non-employee director retainers/awards; non-employee schedule disclosed for context .
Investment Implications
- Alignment: Byrne’s pay structure ties cash bonuses to EBITDA and maintains high equity exposure (minimum 47,500 RSUs annually), with ownership guidelines and hedging/pledging prohibitions enhancing alignment and reducing adverse trading behaviors .
- Overhang and supply: One-year RSU vesting cadence and option vesting (12.5k on 6/29/25; 47.5k RSUs on 12/31/25) create identifiable windows of potential insider selling pressure, though policy constraints and ownership requirements temper risk .
- Retention and succession: Agreement extends tenure through 2028 with automatic renewals; strong severance/CIC protection reduces voluntary departure risk but increases transaction costs in a change-of-control .
- Governance: Split Chair/CEO structure, majority independent board, robust RPT oversight and clawback policy mitigate governance concerns despite controlled-company dynamics via Inberdon .
- Performance backdrop: Exceptional 2024 TSR and profitability gains support pay outcomes and signal sustained operational momentum; 2025 bonus thresholds reflect confidence in higher baseline performance levels .