Installed Building Products, Inc DEF 14A, filed Apr 13, 2023

About this DEF 14A

Installed Building Products, Inc. (IBP)

DEF 14A 2023-04-13

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Added on June 12, 2026

Base Salary

◾ Fixed cash compensation.

◾ Reviewed annually and adjusted as appropriate, based on level of responsibility, performance, internal pay equity and competitiveness.

◾ Provides a fixed source of income to attract and retain executives with proven skills and leadership abilities.

◾ Rewards scope of responsibility, experience and individual performance.

Performance-Based Cash Incentives

◾ At-risk cash compensation based on achievement of objective pre-established corporate financial performance goals.

◾ Earned only if at least 80% of target goal is achieved.

◾ To motivate and reward executives to achieve performance objectives that are key to our annual financial and strategic goals, without creating an incentive to take excessive risk.

Performance-Based Equity Incentives

◾ At-risk equity compensation based on achievement of pre-established corporate financial performance goals.

◾ Granted as shares of restricted stock.

◾ Earned only if at least 80% of target goal is achieved.

◾ Vests over two years of continued service after satisfaction of performance goals.

◾ To motivate and reward executives for focusing on sustained long-term growth and financial success, aligned with stockholder value.

◾ Enhances retention of key talent.

◾ Aligns compensation with stockholder value.

Installed Building Products, Inc filed this DEF 14A on April 13, 2023.

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

		Installed Building Products, Inc.

		(Name of Registrant as Specified In Its Charter)



		(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


PROXY SUMMARY			6

PROPOSALS			6

BUSINESS OVERVIEW			6

OUR GROWTH STRATEGY			7

OUR CAPITAL ALLOCATION STRATEGY			7

OUR ACQUISITION STRATEGY			8

2022 FINANCIAL HIGHLIGHTS			8

CORPORATE RESPONSIBILITY			8

BOARD OF DIRECTORS DIVERSITY AND SKILLS			9

2022 EXECUTIVE COMPENSATION AT A GLANCE			10

KEY COMPENSATION PRACTICES FOR EXECUTIVES			11

PROPOSAL 1 – ELECTION OF DIRECTORS			12

OVERVIEW OF THE BOARD OF DIRECTORS			12

DIRECTOR QUALIFICATIONS AND BOARD DIVERSITY			12

DIRECTOR SKILLS, EXPERIENCE AND BACKGROUND			14

REQUIRED VOTE AND RECOMMENDATION OF THE BOARD			24

CORPORATE GOVERNANCE			25

BOARD STRUCTURE AND RESPONSIBILITIES			25

BOARD LEADERSHIP STRUCTURE			26

ROLE OF THE BOARD IN RISK OVERSIGHT			26

CYBERSECURITY RISK MANAGEMENT OVERSIGHT			27

ESG OVERSIGHT			27

BOARD COMMITTEE OVERSIGHT			28

DIRECTOR INDEPENDENCE			29

ANNUAL BOARD AND COMMITTEE SELF-ASSESSMENTS			30

MEETINGS OF THE BOARD AND DIRECTOR ATTENDANCE			30

EXECUTIVE SESSIONS OF THE BOARD			30

INSIDER TRADING POLICY AND HEDGING AND PLEDGING PROHIBITION			30

DIRECTOR COMPENSATION			31

DIRECTOR COMPENSATION TABLE			32

DIRECTOR STOCK OWNERSHIP POLICY			33

STOCKHOLDER ENGAGEMENT			33

COMMUNICATION WITH DIRECTORS			33

STOCKHOLDER NOMINATIONS OF DIRECTOR CANDIDATES			34

CORPORATE GOVERNANCE MATERIALS			34

CORPORATE RESPONSIBILITY			35

OUR ENVIRONMENT			35

OUR PEOPLE			37

OUR COMMUNITIES			39

CORPORATE RESPONSIBILITY MATERIALS			41

PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			42

OVERVIEW			42

FEES PAID TO DELOITTE			42

PRE-APPROVAL OF SERVICES			43

REPORT OF THE AUDIT COMMITTEE			43

REQUIRED VOTE AND RECOMMENDATION OF THE BOARD			44

PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			45



OVERVIEW			45

REQUIRED VOTE AND RECOMMENDATION OF THE BOARD			46

EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES			47

COMPENSATION DISCUSSION AND ANALYSIS			50

COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT			50

CD&A TABLE OF CONTENTS			50

EXECUTIVE COMPENSATION			67

EXECUTIVE COMPENSATION TABLES			67

EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE IN CONTROL BENEFITS			71

CHIEF EXECUTIVE OFFICER PAY RATIO			72

PAY VERSUS PERFORMANCE			74

PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION			77

OVERVIEW			77

REQUIRED VOTE AND RECOMMENDATION OF THE BOARD			77

PROPOSAL 5 – APPROVAL OF OUR 2023 OMNIBUS INCENTIVE PLAN			78

BACKGROUND			78

HISTORICAL EQUITY GRANTING PRACTICES			78

SUMMARY OF THE 2023 PLAN			79

REQUIRED VOTE AND RECOMMENDATION OF THE BOARD			83

STOCK OWNERSHIP INFORMATION			84

STOCK OWNERSHIP TABLE			84

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			86

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			87

AFFILIATE SALES			87

REAL PROPERTY LEASES			87

ESTIMATING AGREEMENT			87

AIRCRAFT LEASE			87

POLICIES AND PROCEDURES FOR RELATED-PARTY TRANSACTIONS			88

STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING			90

ADDITIONAL INFORMATION			91

HOUSEHOLDING OF PROXY MATERIALS			91

INCORPORATION BY REFERENCE			91

FORWARD LOOKING STATEMENTS			91

AVAILABILITY OF SEC FILINGS, CODE OF ETHICS AND COMMITTEE CHARTERS			91

USE OF NON-GAAP FINANCIAL MEASURES			92

FREQUENTLY ASKED QUESTIONS			93

OTHER MATTERS			97

Appendix A - 2023 Omnibus Incentive Plan			A-1


Proposals		Required Vote	Board Recommendation	Page Reference
1.	Election of Michael T. Miller, Marchelle E. Moore and Robert H. Schottenstein as directors to serve for three-year terms	Majority of the votes cast at the Annual Meeting	✓ FOR each nominee	12
2.	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023	Majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote	✓ FOR	42
3.	Approval, on an advisory basis, of the compensation of our named executive officers	Majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote	✓ FOR	45
4.	Vote, on an advisory basis, on the frequency (every year, every two years or every three years) of the advisory vote on the compensation of our named executive officers	Whichever choice—every one year, two years or three years—receives the greatest number of votes cast	✓ ONE YEAR	77
5.	Approval of our 2023 Omnibus Incentive Plan	Majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote	✓ FOR	78



	2022 ($)		2022 (%)		2018 ($)		2018 (%)
Insulation		1,611,037		61		876,118		66

Shower doors, shelving and mirrors		172,979		7		90,352		7

Garage doors		168,800		6		79,539		6

Waterproofing		124,808		5		97,683		7

Rain gutters		114,022		4		44,203		3

Fireproofing / firestopping		63,498		2		-		-

Window blinds		61,295		2		28,981		2

Other building products		197,118		7		-		9

Net revenues, installation		2,513,557		94		1,336,432		100

Other		156,287		6		-		-

Net revenues		2,669,844		100		1,336,432		100


Our primary business is the installation of insulation for residential and commercial builders. We also install a diversified range of other building products, including waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, window
blinds, shower doors, closet shelving, mirrors and other products. We offer our services from our network of over 230 branch locations serving the 48 continental states and the District of Columbia.
We recently created a distribution platform by acquiring two regional distribution companies that serve the Midwest, Mountain West, Northeast and Mid-Atlantic regions of the United States. We distribute fiberglass, spray foam, metal building and other types of insulation, gutter supplies and building products accessories from the combined 11 locations of our distribution companies.


Age	Gender	Race, Ethnicity, Orientation
64 Average Age	33% Women	33% Diverse


Name	Base Salary ($)(1)		Performance- Based Cash Award Earned ($)		Performance- Based Restricted Stock Award at Grant Date Fair Value ($)		Total ($)
Jeffrey W. Edwards		800,000		1,126,000		3,377,950		5,303,950
Michael T. Miller		425,000		427,880		1,086,542		1,939,422
Jay P. Elliott		462,000		315,280		1,125,880		1,903,160
W. Jeffrey Hire		400,000		168,900		225,217		794,117
Jason R. Niswonger		395,000		197,050		315,119		907,169




✓	Independent Board	78% of our directors are independent (including our director nominees).

✓	Independent Board committees	Board committees consist solely of independent directors, which operate under written charters approved by the Board.

✓	Active Board oversight	Board and committee oversight of our business strategy, enterprise and cybersecurity risk management, and DEI and ESG initiatives.

✓	Presiding Independent Director	We have a Presiding Independent Director with duties set forth in our Corporate Governance Guidelines, including leading regular executive sessions of the Board, where independent directors meet without management present after every regular Board meeting.

✓	Annual Board and committee self-assessment	The Board conducts an annual self-assessment of both the Board and its committees to assess the functioning and effectiveness of the Board, the committees and the directors.

✓	Stockholder engagement	We regularly engage with our stockholders for feedback and to better understand their perspectives.

✓	Code of Business Conduct and Ethics	Our Code of Business Conduct and Ethics applies to all directors, officers and employees, and reinforces our culture of ethical conduct and accountability.

✓	Clawback policy	We maintain a clawback policy applicable to our executive officers, which provides for the recoupment of incentive and other compensation in the event of a financial restatement under specified circumstances.

✓	Equity ownership requirements	Each executive officer is required to hold Company stock with a value equal to a multiple of his salary, and each non-employee director is required to hold Company stock having a fair market value equal to the greater of $210,000 or three times annual cash retainer (excluding committee and Presiding Independent Director retainers).

✓	Prohibition on hedging and pledging	Our officers, directors and designated significant employees are prohibited from entering into hedging and pledging transactions involving Company stock.


Audit Committee
Chair: Lawrence A. Hilsheimer Other Members: Margot L. Carter Michael H. Thomas				The Audit Committee oversees our financial statement integrity and the quality and integrity of our accounting and financial reporting processes. Its responsibilities include: ∎ selecting our independent registered public accounting firm and evaluating the firm’s qualifications, independence and performance; ∎ overseeing the adequacy and effectiveness of our accounting and financial reporting processes, internal controls over financial reporting and financial statement audits, which includes reporting by internal and external auditors at every regular meeting; ∎ overseeing operational and strategic risks related to the Company’s financial affairs and strategies for managing financial exposure; ∎ overseeing complaints on accounting, internal accounting controls and auditing matters; ∎ overseeing ethics, investment, derivatives and related-party transaction policies; and ∎ overseeing cybersecurity and information technology risks, controls and procedures, including privacy and network security and risks affecting adequacy of internal controls, which includes reporting on cybersecurity at every meeting.
Meetings in 2022: 4 ✓ All members are independent under the Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules and are “financially literate” under NYSE rules ✓ Mr. Hilsheimer is an “audit committee financial expert” under SEC rules


Compensation and Human Capital Committee
Chair: Janet E. Jackson Other Members: David R. Meuse Michael H. Thomas				The Compensation and Human Capital Committee oversees the design and administration of our compensation plans, policies and programs, including our performance-based compensation programs for executive management and human capital management. Its responsibilities include: ∎ determining the compensation and benefits of our executive officers; ∎ approving annual incentive metrics and compensation targets of our executive officers and evaluating achievement of the targets; ∎ administering our Omnibus Incentive Plan; ∎ annual review of compliance with stock ownership policies; ∎ overseeing potential risks related to the design and administration of our compensation plans in order to promote appropriate incentives that do not encourage executive officers or employees to take unnecessary or excessive risk; ∎ evaluating and recommending non-employee director compensation; ∎ overseeing human capital management, including DEI, talent development initiatives, employee retention and employee compensation practices; and ∎ overseeing the activities of the Company’s Foundation.
Meetings in 2022: 5 ✓ All members are independent under NYSE rules; and “non-employee directors” under SEC rules


Nominating and Corporate Governance Committee
Chair: Margot L. Carter Other Members: Lawrence A. Hilsheimer Janet E. Jackson				The Nominating and Corporate Governance Committee oversees our corporate governance practices and processes and environmental and sustainability initiatives. Its responsibilities include: ∎ reviewing and establishing criteria for director candidates to ensure Board expertise and diversity; ∎ recommending director nominees, considering experience, skills, industry knowledge, financial expertise, existing commitments, independence and the extent to which the candidate fills a present need on the Board; ∎ recommending composition, size and leadership structure of the Board; ∎ monitoring the structure and operation of Board committees and qualifications and criteria for membership; ∎ overseeing the Board’s annual self-assessment; ∎ assessing the adequacy of our Corporate Governance Guidelines and Code of Business Conduct and Ethics Policy; ∎ overseeing Company environmental and sustainability practices and initiatives, which includes reporting on ESG topics at every regular meeting; and ∎ overseeing succession planning for senior executives.
Meetings in 2022: 4 ✓ All members are independent under NYSE rules


Speculating		Speculating in securities of the Company, including buying with the intention of quickly reselling the securities, or selling Company securities with the intention of quickly buying the securities.
Short Sales		Directly or indirectly selling any equity security of the Company if the person does not own the security, including a “sale against the box” (a sale with delayed delivery).
Hedging		Engaging in, directly or through family members or other persons or entities, any hedging or monetization transactions involving Company securities, including through the use of financial instruments such as puts, calls, publicly-traded options, swaps, forwards, warrants and any other derivative or similar instruments.


Pledges and Margin Accounts		Pledging Company securities as collateral for a loan or holding Company securities as collateral in a margin account. Any person who engages in a hedging transaction involving Company securities, pledges Company securities as collateral for a loan or holds Company securities as collateral in a margin account is not eligible for election or re-election as a director.


Board retainer			$75,000
Compensation and Human Capital Committee chair retainer			$17,500
Nominating and Corporate Governance Committee chair retainer			$15,000
Audit Committee chair retainer			$20,000
Presiding Independent Director retainer			$20,000
Service on Audit Committee (non-chair)			$10,000
Service on Compensation and Human Capital Committee (non-chair)			$10,000
Service on Nominating and Corporate Governance Committee (non-chair)			$7,500
Grant of restricted stock (fair market value on grant date)			$100,000


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		All Other Compensation ($)		Total ($)
Margot L. Carter		120,000		100,000		-		220,000
Lawrence A. Hilsheimer		102,500		100,000		-		202,500
Janet E. Jackson		100,000		100,000		-		200,000
David R. Meuse		85,000		100,000		-		185,000
Robert H. Schottenstein(4)		15,285		85,532		-		100,817
Michael H. Thomas		95,000		100,000		-		195,000
Vikas Verma(5)		-		166,014		409,000		575,014


		2022 Engagement Topics:
		∎ Macro housing trends in the United States

		∎ Core business operations, including supply chain disruptions, material cost and pricing trends

		∎ Our ESG initiatives and reporting

		∎ Supporting our communities and people through our Foundation

		∎ The importance of our primary product, insulation, in reducing greenhouse gas emissions of homes and other structures


Ethnicity	Workforce (%)		Age		Workforce (%)		Gender		Workforce (%)

Hispanic / Latinx		47		16-20		3		Male		89

Caucasian		40		21-30		26		Female		11

African American		6		31-40		28

Not Specified		5		41-50		23

Asian		1		51-60		14

Native Hawaiian / Pacific Islander		1		60+		6

Two or more		*

Native American or Alaska Native		*


In 2019, we established the Installed Building Products Foundation (“Foundation”) in partnership with the Columbus Foundation. The Foundation Advisory Board consists of non-executive employees representing all of our geographic regions in a wide range of job categories. The Foundation is overseen by the Compensation and Human Capital Committee. The Foundation sponsors four programs:
	Since Inception(1)
Scholarship Program. The Building for Tomorrow Scholarship Program awards renewable scholarships of up to $5,000 to employees and their dependents attending accredited vocational or trade schools and universities or colleges. Selection criteria include academic performance, financial need and character reference letters. Preference is given to construction-related fields of study.	$2.4 Million Awarded	230 Grants

Charitable Giving Match. Our Foundation matches cash gifts	Since Inception(1)
by employees of up to $500 or volunteer time of up to 25 hours ($20 per hour). Eligible organizations include tax-exempt public charities, nonprofit colleges, universities, hospitals and medical facilities and community service programs.	$33,810 Matched	99 Cash Gifts

Employee Financial Assistance. Our Employee Financial	Since Inception(1)
Assistance Program provides for awards of up to $2,000 for food, shelter and other basic needs for employees who experience a qualifying event, such as a natural disaster or other acts of nature, house fire, accident, domestic abuse, crime, short term illness, death of a spouse, partner or dependent or military deployment.	$289,450 Awarded	236 Employees

Major Grants Program. Our Foundation’s Major Grants Program provides grants to 501(c)(3) organizations involved in building or renovating homes or providing shelter for those in need.	$3.6 Million	74 Grants




		For the third consecutive year, IBP participated in Habitat for Humanity – MidOhio’s Annual Playhouse Blitz. A team of IBP employees worked to custom design and assemble a playhouse for a local family. The playhouse provided five-year old Maddison and four-year old Jonathan with a safe place to play while raising money towards affordable housing efforts.




		The Foundation was proud to provide a $40,000 grant to the Texas Ramp Project, an organization that provides free wheelchair ramps to low-income older adults and those with disabilities, to build over 35 accessibility ramps at homes throughout Texas.


	2022		2021
Audit Fees(1)	$	2,395,889	$	2,129,009
Audit-Related Fees(2)		111,930		–
Tax-Related Fees(3)		–		–
All Other Fees(4)		2,037		2,037
Total	$	2,509,856	$	2,131,046



42	2023 Proxy Statement	Proposal 2 – Ratification of the Appointment of our Independent Registered Pubic Accounting Firm


Jeffrey W. Edwards Age 59 President, Chief Executive Officer and Chairman		Mr. Edwards is our President, Chief Executive Officer and Chairman and has held these positions since 2011, 2004 and 1999, respectively. Mr. Edwards’ position allows him to advise the Board on management’s perspective over a full range of issues affecting the Company. Prior to joining us, Mr. Edwards acted as an officer and strategist for several companies that he and his family started, acquired or invested in over more than 40 years across a variety of industries, including multi-family and student housing development and management, industrial tool distribution, wholesale building supply, homebuilding, land and real estate development and real estate brokerage. Since 1988, Mr. Edwards has been involved in the launch of many business ventures as well as commercial real estate developments in central Ohio and elsewhere. He holds a B.S. in Marketing from Miami University.
Michael T. Miller Age 58 Executive Vice President, Chief Financial Officer and Director		Mr. Miller has served as our most senior financial officer since he joined us in 2000 as our Executive Vice President – Finance. He has been our Chief Financial Officer since 2013 and a director since 2004. Prior to joining the Company, Mr. Miller held the position of Senior Vice President/Managing Director responsible for Corporate Investment Banking at Huntington Capital Corp., a subsidiary of Huntington Bancshares, Inc., a regional bank holding company. Before joining Huntington in 1991, Mr. Miller held various positions with Deutsche Bank and Canadian Imperial Bank of Commerce in New York. Mr. Miller began his career at First Union National Bank in Charlotte, North Carolina. He holds a B.A. from Wake Forest University. Mr. Miller previously served on the Board of BMC Stock Holdings, Inc. from 2014 to January 2021.
Jay P. Elliott Age 61 Chief Operating Officer		Mr. Elliott has been our Chief Operating Officer since 2013. He joined the Company in April 2002 as our Regional Operations and Business Integrations Manager. Prior to joining us, Mr. Elliott worked with E&Y Corporate Finance, LLC in restructuring advisory services. Mr. Elliott’s experience includes ten years with Owens Corning in several roles, including new business development, market management and corporate strategic planning. Mr. Elliott spent three years with IBM and began his career with Westinghouse Electric Corp. He earned an M.B.A. from Cornell University Johnson Graduate School of Management, a B.E. from Dartmouth College Thayer School of Engineering, and an A.B. from Colgate University.
Todd R. Fry Age 57 Chief Accounting Officer		Mr. Fry has been our Chief Accounting Officer since April 2014 and our Treasurer since March 2015. He was Chief Financial Officer of Champion Industries, Inc., a commercial printer, business form manufacturer and supplier of office products and office furniture, from 1999 to April 2014, where his responsibilities included SEC reporting, Sarbanes-Oxley compliance, mergers & acquisitions, corporate governance, risk management and debt negotiation. From 1997 to 1999, Mr. Fry served as Chief Financial Officer of Broughton Foods Company, where he led both the initial public offering and subsequent sale of the company. Mr. Fry served in various positions at Coopers & Lybrand L.L.P. from 1991 to 1997. Mr. Fry holds a B.S. from The Ohio State University. Mr. Fry has served as a director of Summit State Bank since 2000.
W. Jeffrey Hire Age 71 President of External Affairs		Mr. Hire joined the Company in 2008 and was named President of External Affairs in 2013. His responsibilities include working with our largest customers, our major suppliers and industry associations. Prior to joining us, from 1978 to 2008, Mr. Hire held numerous management positions at Owens Corning. From 2006 to 2008, he served as Director of Products and Programs for the Insulating Systems Business, developing product innovations and value-added customer programs. For 11 years prior to that, Mr. Hire was General Manager of the Insulation Contractor Segment of the Residential Insulation Division. He earned a B.S. in Philosophy from University of Mount Union in Alliance, Ohio and an M.B.A. specializing in General Management from The University of St. Thomas Opus College of Business in St. Paul, Minnesota. He serves on the Board of the Insulation Contractors Association of America, and has served twice as its President. Mr. Hire has served as a Committee Chairman for the North American Insulation Manufacturers Association. Mr. Hire received the Insulation Contractors Association of America’s “Key Man” award for his leadership and dedication to the industry.


Randy Hall Age 61 President, Aster Contractors Holdings, LLC		Mr. Hall has been President of Aster Contractors Holdings, LLC, one of our subsidiaries, since October 2020. Mr. Hall joined the Company in 1995 and has held a number of positions, including regional manager (January 2017—October 2020), regional operations performance manager (May 2016- January 2017), manager of our Cornerstone Energy Conservation Service operations and manager of our Edwards/Mooney & Moses branch operations. Prior to joining the Company, Mr. Hall served as the Vice President of Operations and Vice President of Finance at Pipeliner Systems, Inc., and as an accountant at Bolon, Hart & Buehler, Inc. He received a B.S. in Accounting from Franklin University in Columbus, Ohio. Mr. Hall is a current member of RESNET, the Central Ohio Green Building Initiative and Building Industry Association of Central Ohio.
William W. Jenkins Age 66 Senior Vice President, Purchasing and Supply Chain		Mr. Jenkins has been our Senior Vice President, Purchasing and Supply Chain since March 2015 and served as our Director of Internal Audit from September 2013 until March 2015. From 2011 to 2013, he served as a Regional President and served as our President from 1998 to 2011. Prior to joining the Company, Mr. Jenkins held senior management positions with Midwest Wholesale Building Materials, a building products wholesaler and BuyOhio Realtors. Mr. Jenkins began his career with Ernst & Young LLP, where he progressed to become a Senior Manager. He graduated from The Ohio State University with a B.S. and became a licensed CPA in the State of Ohio.
R. Scott Jenkins Age 67 Regional President		Mr. Jenkins has been a Regional President since 2006 when we acquired OJ Insulation, Inc., which he co-founded in 1984. Since joining us, Mr. Jenkins has been responsible for the management of operations in several states, including Minnesota, Idaho, Washington and California. During his 22-year tenure at OJ Insulation as owner and chief executive officer, Mr. Jenkins was responsible for numerous strategic acquisitions and significant company growth. He received a B.A. in Social Science from the University of California at Irvine and was an active member of Vistage International CEO Organization for over 15 years.
Shelley A. McBride Age 66 General Counsel and Secretary		Ms. McBride joined the Company in 2005 as General Counsel and Secretary. Prior to joining the Company, she worked as an attorney at the law firm of Calfee, Halter & Griswold, representing corporate and institutional clients in the areas of mergers and acquisitions, secured credit transactions, subordinated debt financings, common and preferred equity investments, organizational restructuring and general corporate matters. Before joining Calfee, Halter & Griswold in 2001, Ms. McBride served as legal counsel for Nationwide Mutual Insurance Company in the Nationwide Enterprise Office of Investments and also served as legal counsel for various investment funds at Banc One Capital. Her experience includes representing corporate and institutional clients at the law firms of Squire Patton Boggs and Kegler, Brown, Hill & Ritter. From 1983 to 1989, Ms. McBride served as a law clerk to the Honorable John D. Holschuh and the Honorable Mark R. Abel in the United States District Court for the Southern District of Ohio. Ms. McBride earned a J.D. and a B.A. from The Ohio State University.
Matthew J. Momper Age 62 Regional President		Mr. Momper has been a Regional President since 2008. Since joining us, Mr. Momper has been responsible for the management of operations in several states, including Wisconsin, Indiana, Ohio and Illinois. Prior to joining the Company, he served as President of Momper Insulation Inc., a family business, which he joined in 1984. Mr. Momper was responsible for significant growth of Momper Insulation Inc., and the strategic decision to join that company with us in 1998. He received a B.S. from Ball State University and an M.B.A. from Drake University. Mr. Momper currently serves on the Board of Trustees for Ball State University and the Board for the Allen County Building Department.


Warren W. Pearce Age 64 Regional President		Mr. Pearce has been a Regional President since 2011. Since joining the Company, Mr. Pearce has been responsible for the management of operations in several states, including Ohio, North Carolina, Virginia and Maryland. From 2004 to 2011, he was Vice President of Operations for Masco Corporation, a manufacturer of home products, distributor of building products and installer of building products, where he held various other positions beginning in 1984. Mr. Pearce began his career at Carroll Insulation and later served as branch manager at American Aluminum Insulation. He received from Kent Votech his Electrical Apprenticeship certification.
Vikas Verma Age 70 President, Commercial Development		In January 2019, Mr. Verma became our President of Commercial Development. His responsibilities include commercial acquisition sourcing, new commercial product development and organic growth of our commercial business. Mr. Verma founded the Alpha companies, installers of commercial waterproofing, insulation, fireproofing and fire stopping, where he served as the Chief Executive Officer (1982 – 2020) and President (1982 - 2012), responsible for business and market development, marketing, finance, insurance and bonding. Mr. Verma was the President of Alamo Insulation Co., a residential insulation company with offices in San Antonio and Corpus Christi, Texas from 1977 to 1982. Mr. Verma is a member of the boards of directors of the National Association of Minority Contractors, and has served on the board of and Cobb Boys and Girls Club and advisory boards for Synovus (previously Charter Bank), Owens Corning & Johns Manville. He holds a B.A. in Engineering and an Associate’s Degree in International Marketing and Marketing Management from University of Bombay. He also held the position of President for Georgia Walls & Ceilings Association and is a graduate of Leadership Atlanta.
Brad A. Wheeler Age 48 Regional President		Mr. Wheeler has been a Regional President since January 2015. He joined the Company in 2010 as Regional Manager and was responsible for the management of operations in several states. Since joining the Company, Mr. Wheeler has been responsible for the management of operations in several states, including Colorado, Texas, Florida and Georgia. In June, 2022, Mr. Wheeler was named President of the Alpha companies. Prior to joining us, Mr. Wheeler was a District and Branch Manager for Masco Contractor Services, an installer of building products, from 2001 to 2010. From 1996 to 2001, he held various positions at Cary Corporation, which was purchased by Masco Contractor Services. He attended Radford University and has been an active member of Vistage International CEO Organization since 2011.
Randall S. Williamson Age 61 Regional President		Mr. Williamson has been a Regional President since 2001. Since joining us, Mr. Williamson has been responsible for the management of operations in several states, including Massachusetts, New Jersey, New York and Michigan. He began his career in 1981 at Monroe Insulation and Gutter Company Incorporated, or Monroe, where he progressed to become Vice President in 1992. In 1996, Mr. Williamson purchased Monroe and merged it with other companies to form American Building Systems, Inc., where he served as President until 2001. American Building Systems, Inc. merged with us in 2001. He attended Colorado State University and serves on the board of governors for U.S. Grown Foods.



Section 1 – Executive Summary		Page

• Our Growth Strategy		51

• Our Capital Allocation Strategy		51

• Our Acquisition Strategy		52

• 2022 Financial Highlights		52

• Pay for Performance		52

• 2022 Say-on-Pay Voting Results		53

• 2022 Named Executive Officers		53

• 2022 Executive Compensation at a Glance		53

• 2022 Target Compensation Mix		53

• Key Compensation Practices for Executives		54

Section 2 – How We Determine Pay

• Our Compensation Philosophy		54

• Goals of Our Compensation Program		55

• Guiding Principles of Our Compensation Philosophy		55

• Our Executive Compensation Process		55

• Competitive Positioning		56



• Advisory Stockholder Vote on Executive Compensation		57

• Risk Assessment and Management		57

Section 3 – Elements of our Compensation Program

• Compensation Components		58

Section 4 – What we Paid in 2022

• 2022 Base Salary		60

• 2022 Performance-Based Incentive Cash Awards		61

• 2022 Performance-Based Incentive Equity Awards		62

• Compensation Changes after December 31, 2022		63

Section 5 – Other Compensation and Policies

• Executive Benefits and Perquisites		64

• Post-Termination Compensation		64

• Retirement / Post-Employment Benefits		64

• Equity Grant Practices		65

• Tax Gross Ups and Other Considerations		65

• Stock Ownership Guidelines		65

• Clawback Policy		65


Our executive compensation program received strong support from our stockholders in 2022, with 95% of the votes cast at the 2022 annual meeting voting in favor. The Compensation and Human Capital Committee believes that this level of support is indicative of our stockholders’ strong support of our compensation philosophy and goals, and influenced its decision to retain the core elements of our executive compensation program, policies and decisions.



✓ What We Do		× What We Don’t Do

Pay for Performance – A substantial percentage of executive compensation is based on achievement of objective pre-established performance metrics		No Tax Gross-Ups – We do not provide for tax gross-ups for perquisites or for excise taxes on golden parachute payments

Balanced Compensation Mix – NEOs receive a mix of salary and performance-based cash bonuses and restricted stock awards		No Pension Plans – We do not have pension plans or retirement benefits for executives that are unavailable to other employees

Multi-year Vesting of Equity Awards – Earned restricted stock vests over two years after achievement of the performance target, promoting retention and enforcing a culture of long-term success		No Hedging – Our Insider Trading Policy prohibits hedging and other monetization transactions involving Company securities

Limited Perquisites – NEOs receive minimal perquisites that are unavailable to salaried employees		No Short Sales – We do not permit short sales or other speculative transactions in Company securities

Competitive Pay – An independent consultant provides market data to assess program competitiveness and compensation is targeted near the median of the peer group		No Option Repricing – Our Omnibus Incentive Plan prohibits repricing underwater stock options without stockholder approval

Robust Clawback Policy – Our clawback policy allows recovery of incentive and other compensation under specified circumstances		No Single Trigger on a Change in Control– We do not automatically accelerate vesting of incentive awards upon a change in control without a qualifying loss of employment

Stock Ownership Requirements – NEOs are required to hold Company stock in multiples of base salary, aligning their interests with stockholders		No Pledging – Our Insider Trading Policy prohibits pledging our common stock as collateral and holding our common stock as collateral or in a margin account

Annual Say-on-Pay Vote – We value stockholder input and seek an annual advisory vote on executive compensation		No Employment Agreements – We do not have employment agreements with executives other than our Chief Executive Officer


Peer Group	Market Cap(1) ($ in Millions)		Peer Group	LTM Revenue(1) ($ in Millions)
TopBuild Corp.		5,003	TopBuild Corp.		5,009
Eagle Materials Inc.		4,895	Tri Pointe Homes, Inc.		4,349
Trex Co., Inc.		4,645	M/I Homes, Inc.		4,131
Simpson Manufacturing Co., Inc.		3,777	Griffon Corporation		2,906
Armstrong World Industries, Inc.		3,132	Masonite International Corporation		2,892
The AZEK Company Inc.		3,069	Skyline Champion Corporation		2,753
Skyline Champion Corporation		2,932	Installed Building Products, Inc.		2,670
Installed Building Products, Inc.		2,448	LGI Homes, Inc.		2,304
LGI Homes, Inc.		2,157	Cavco Industries, Inc.		2,172
Griffon Corporation		2,042	Simpson Manufacturing Co., Inc.		2,116
Cavco Industries, Inc.		2,016	Eagle Materials Inc.		2,091
Tri Pointe Homes, Inc.		1,876	PGT Innovations, Inc.		1,492
Masonite International Corporation		1,796	Apogee Enterprises, Inc.		1,425
Gibraltar Industries, Inc.		1,421	Gibraltar Industries, Inc.		1,390
M/I Homes, Inc.		1,267	The AZEK Company Inc.		1,312
PGT Innovations, Inc.		1,078	Armstrong World Industries, Inc.		1,233
Apogee Enterprises, Inc.		988	Trex Co., Inc.		1,106
Peer Group Median		2,157	Peer Group Median		2,172
Peer Group 75th Percentile		3,116	Peer Group 75th Percentile		2,857



Name	2022 Base Salary ($)		Increase ($)		Percentage Increase in Base Salary (%)			Percentage of Total Compensation (%)

Jeffrey W. Edwards		800,000		50,000		6.7	%		15.0	%

Michael T. Miller		425,000		50,000		13.3	%		21.8	%

Jay P. Elliott		462,000		22,000		5.0	%		24.1	%

W. Jeffrey Hire		400,000		25,000		6.7	%		48.8	%

Jason R. Niswonger		395,000		40,000		11.3	%		43.5	%



Name	Target Cash Incentive ($)		Earned Cash Incentive ($)		Earned Cash Incentive as a Percentage of Total Compensation (%)

Jeffrey W. Edwards		1,000,000		1,126,000	21.1%

Michael T. Miller		380,000		427,880	22.0%

Jay P. Elliott		280,000		315,280	16.4%

W. Jeffrey Hire		150,000		168,900	20.6%

Jason R. Niswonger		175,000		197,050	21.7%



Name	Target Restricted Stock (#)		Target Restricted Stock Potential Payout Grant Date Fair Value ($)(1)		Earned Restricted Stock (#)		Earned Restricted Stock Payout Fair Value ($)(2)

Jeffrey W. Edwards		29,131		2,999,910		32,802		3,600,348

Michael T. Miller		9,370		964,923		10,551		1,158,078

Jay P. Elliott		9,710		999,936		10,933		1,200,006

W. Jeffrey Hire		1,942		199,987		2,187		240,045

Jason R. Niswonger		2,718		279,900		3,060		335,866