Sector: Materials
UNITED STATES LIME AND MINERALS IN · Meeting: May 1, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
CEO and director since 1991 with deep industry expertise; USLM's 3-year price return of 324% outpaces the XLB sector ETF by +291.2 percentage points, far exceeding the 65-point threshold required to trigger a vote against, so the TSR screen passes comfortably.
Director since 1998 with strong accounting and audit credentials as a former Arthur Andersen partner and CPA; TSR trigger does not apply given USLM's exceptional 3-year outperformance of +291.2pp versus XLB, well above the 65pp threshold; no overboarding, attendance, or independence concerns identified.
Mr. Doumet is the brother of George M. Doumet, who indirectly controls 61.58% of USLM through Inberdon Enterprises; while this familial relationship to the controlling shareholder is a governance concern, the board has designated him independent under Nasdaq rules and he has served as Chairman since 2005 providing continuity; the TSR performance trigger does not apply given the company's strong 3-year outperformance, and no overboarding or attendance issues are present, so a FOR vote is warranted while noting the relationship.
Director since August 2022 with relevant communication, financial, and risk management background including experience at ExxonMobil; joined more than 24 months ago so the TSR exemption for new directors does not apply, but the TSR trigger does not fire given USLM's +291.2pp outperformance of XLB; designated an audit committee financial expert with no attendance, overboarding, or independence concerns.
Director since November 2022 with strong operational and accounting credentials from a 22-year career at Atmos Energy and prior audit experience at Arthur Andersen; designated an audit committee financial expert; TSR trigger does not apply given exceptional company performance, and no overboarding or attendance issues are identified.
Director since November 2024, within the 24-month exemption window for new directors, so the TSR trigger does not apply; brings over 35 years of direct experience in the lime industry including sales, marketing, and logistics, making her highly relevant to USLM's business.
Director since November 2024, within the 24-month exemption window for new directors, so the TSR trigger does not apply; brings 40 years of accounting experience as a Grant Thornton partner across manufacturing and other relevant industries, and holds an NACD Directorship Certification.
All seven directors pass the policy screens. USLM's 3-year price return of 324% outpaces the XLB sector ETF benchmark by +291.2 percentage points — far exceeding the 65-point gap required to trigger votes against directors for underperformance — so no TSR-based against votes are warranted. Two directors (Weirich, Wolkenstein) joined within the past 24 months and are exempt from the TSR trigger entirely. Antoine Doumet's familial relationship to the controlling shareholder is noted as a governance consideration but does not override a FOR vote given the board's Nasdaq independence determination and the company's strong performance track record. No overboarding, attendance failures, or audit committee independence issues are present.
CEO
Timothy W. Byrne
Total Comp
$7,668,063
Prior Support
N/A
CEO Timothy Byrne received total compensation of $7,668,063 in 2025, consisting of a $575,000 base salary, an $800,000 discretionary cash bonus, a $575,000 EBITDA-based cash bonus, approximately $5.7 million in restricted stock (time-vested, one-year cliff), and modest benefits. The pay mix is approximately 74% stock-based and 18% performance-linked cash, with fixed salary representing only about 7.5% of total pay — well within the policy's requirement that fixed pay not exceed 40% of total compensation. While the incentive equity awards are time-vested restricted stock rather than performance stock tied to multi-year metrics (which is a mild concern), the company's 3-year total shareholder return of 324% dramatically outpaces the XLB sector ETF benchmark by +291 percentage points, providing strong pay-for-performance alignment — executives earned above-average compensation in a period when shareholders received extraordinary returns. The company also has a formal clawback policy, and the annual EBITDA cash bonus for the CEO has clear, objective performance thresholds. On balance, the compensation program passes all key policy screens.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$508,019
Non-Audit Fees
$23,479
Non-audit fees (audit-related fees of $23,479 for an employee benefit plan audit) represent approximately 4.6% of total audit fees of $508,019, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative but does not change the vote. Grant Thornton is a large national accounting firm appropriate for a $3.6 billion market cap company. No material financial restatements are disclosed.
The 2026 USLM annual meeting ballot contains two management proposals: director elections and a say-on-pay advisory vote. All seven director nominees pass policy screens, supported by the company's exceptional 3-year total shareholder return of 324% versus the XLB benchmark; the auditor ratification is straightforward with minimal non-audit fees and no restatement concerns; and the say-on-pay program earns support given strong pay-for-performance alignment — shareholders received extraordinary returns over the period during which executives received above-market compensation.
