Here's a clear breakdown of United States Lime & Minerals' (USLM) 2026 proxy statement.

🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). It’s an official document sent to shareholders before an annual meeting. Its job is to inform shareholders about what will be voted on and provide key details about the company's leadership and pay. You're reading it because USLM is asking shareholders to vote on two main things: electing directors and approving executive pay.

🏢 What The Company Does

👉 In simple terms, USLM quarries limestone and manufactures lime. They sell these products for use in construction, steel-making, environmental services (like cleaning power plant emissions), and many other industries. They operate plants and quarries across several U.S. states.

🗳️ What Shareholders Are Voting On

The annual meeting is on May 1, 2026, in Dallas. Shareholders will vote on:

1. Electing 7 directors to the board.
2. Approving executive compensation in an advisory (non-binding) vote.

👥 The Directors Up for Election

The board is a mix of deep company veterans and newer members with specific expertise.

• Timothy W. Byrne (CEO): Has been with the company for over 35 years. The board values his operational and industry knowledge.
• Antoine M. Doumet (Chairman): His brother, George Doumet, is the majority shareholder through Inberdon Enterprises Ltd. (61.58% ownership). This is a key fact for governance.
• Newer Directors (Since 2022/2024): Include experts in academia/communications (Sandra Duhé), utility operations (Tom Hawkins), lime sales & logistics (Lila Weirich), and accounting (Jon Wolkenstein). 👉 The board emphasizes financial expertise, with 4 members qualifying as "audit committee financial experts."

💰 How Executives Are Paid

The compensation philosophy aims to be competitive and align executives' interests with shareholders. The main components are:

• Base Salary: The fixed annual pay.
• Annual Cash Bonuses: Largely discretionary (based on performance judged by the compensation committee). The CEO has an objective bonus tied to hitting EBITDA targets.
• Stock Awards: The primary long-term incentive. In 2025, executives received grants of restricted stock that vest over 1-3 years.

CEO Pay Example: Timothy Byrne's 2025 total compensation was $7.67 million. This included:

• Salary: $575,000
• Discretionary Bonus: $800,000
• EBITDA Bonus: $575,000 (Because 2025 EBITDA exceeded $120M)
• Stock Awards: ~$5.7 million (Value of 47,500 restricted shares granted) 👉 This structure heavily ties the CEO's wealth to company performance and stock price.

📊 Pay vs. Performance

The company shows a clear link between pay and results.

• The CEO's "Compensation Actually Paid" (an SEC-mandated calculation) decreased by 57.5% from 2024 to 2025.
• This aligned with a 9.6% decrease in the company's Total Shareholder Return (TSR) for 2025.
• However, over a 5-year period, both TSR and Net Income have grown strongly, reflecting the company's solid performance.

⚖️ Governance & The Big Majority Owner

• Board Independence: The board states that all directors except CEO Timothy Byrne are "independent." They considered the Chairman's familial tie to the majority owner but deemed him independent.
• Majority Owner: Inberdon Enterprises Ltd. (owned by George Doumet) holds 61.58% of the votes. This means the election of directors and other matters are essentially controlled by this single shareholder.
• Key Committees: The board has an Audit, Compensation, and Nominating committee, all staffed by independent directors. They have written charters and meet regularly.

🔮 What's Next & Strategic Focus

While this document is about governance, the compensation discussion reveals strategic priorities that executives are incentivized to achieve:

• Modernization, Expansion & Development Projects
• Human Capital Development & Succession Planning
• Cost Savings and Efficiencies
• Acquisitions
• Corporate Governance and Sustainability

🧠 The Analogy

Think of USLM as a family-owned quarry that has grown into a publicly-traded company. The founding family (the Doumet/Inberdon group) still owns a controlling stake, like a majority partner. They've brought in a seasoned "foreman" (CEO Byrne) to run daily operations and assembled a "board of skilled supervisors" (directors) with backgrounds in finance, safety, and sales. They pay the foreman mostly with a share of the quarry's profits (stock) to make sure he builds long-term value, not just quick gains.

📇 Key Contacts & People

• Timothy W. Byrne: President & Chief Executive Officer
• Address: 5429 LBJ Freeway, Suite 230, Dallas, Texas 75240
• General Contact Email: [email protected]
• Investor Website: http://investors.uslm.com

🧩 Final Takeaway

This is a governance-focused filing for a company with a controlling shareholder. While shareholders will vote, the majority owner's position is decisive. The compensation structure is heavily performance-based, especially for the CEO, directly linking pay to stock price and operational metrics like EBITDA, which is meant to align management's goals with those of all shareholders.