Installed Building Products, Inc DEF 14A, filed Apr 8, 2025

About this DEF 14A

Installed Building Products, Inc. (IBP)

DEF 14A 2025-04-08 For: 2025-05-20

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Added on June 12, 2026

Industry Knowledge

Experience

✓ Housing

✓ Construction

✓ Building Materials

✓ Public Board

✓ Audit Committee

✓ Compensation Committee

✓ Corporate Governance / Nominating Committee

✓ Executive Leadership

✓ Strategic / Operational / Industrial Distribution

✓ Human Capital Management

✓ IT / Technology / Cybersecurity / Digital Transformation

✓ Environmental, Social and Governance

Financial Skills

✓ Public Company Financial Reporting

✓ Capital Structure Experience

✓ M&A Transactions

✓ Risk Management

Installed Building Products, Inc filed this DEF 14A on April 8, 2025.

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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			2
ANNUAL MEETING PROPOSALS			2
BUSINESS OVERVIEW			2
OUR BUSINESS STRATEGY			3
2024 FINANCIAL HIGHLIGHTS			5
CORPORATE RESPONSIBILITY			6
BOARD OF DIRECTORS COMPOSITION AND QUALIFICATIONS			7
2024 EXECUTIVE COMPENSATION AT A GLANCE			8
KEY COMPENSATION PRACTICES FOR EXECUTIVES			8
PROPOSAL 1 – ELECTION OF DIRECTORS			9
OVERVIEW OF THE BOARD			9
DIRECTOR QUALIFICATIONS			9
BOARD SKILL MATRIX			10
BOARD COMPOSITION			11
DIRECTOR SKILLS, EXPERIENCE AND BACKGROUND			11
DIRECTOR COMPENSATION			21
DIRECTOR COMPENSATION TABLE			21
DIRECTOR STOCK OWNERSHIP POLICY			22
REQUIRED VOTE AND RECOMMENDATION OF THE BOARD			22
CORPORATE GOVERNANCE			23
CORPORATE GOVERNANCE HIGHLIGHTS			23
BOARD STRUCTURE AND RESPONSIBILITIES			23
BOARD LEADERSHIP STRUCTURE			24
CORPORATE GOVERNANCE GUIDELINES			24
SUCCESSION PLANNING			25
ROLE OF THE BOARD IN RISK OVERSIGHT			25
CYBERSECURITY OVERSIGHT			26
CORPORATE RESPONSIBILITY OVERSIGHT			27
BOARD COMMITTEE OVERSIGHT			27
DIRECTOR INDEPENDENCE			31
ANNUAL BOARD AND COMMITTEE SELF-ASSESSMENTS			31
MEETINGS OF THE BOARD AND DIRECTOR ATTENDANCE			31
EXECUTIVE SESSIONS OF THE BOARD			32
CODE OF BUSINESS CONDUCT AND ETHICS			32
INSIDER TRADING POLICY AND HEDGING AND PLEDGING PROHIBITION			33
STOCKHOLDER ENGAGEMENT			34
COMMUNICATION WITH DIRECTORS			34
STOCKHOLDER NOMINATIONS OF DIRECTOR CANDIDATES			34
CORPORATE GOVERNANCE MATERIALS			35
CORPORATE RESPONSIBILITY			36
GOING BEYOND THE BUILDINGS			36
COMMITTING TO OUR PEOPLE			38
ELEVATING OUR NEIGHBORHOODS			40
CORPORATE RESPONSIBILITY MATERIALS			42
PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			43
OVERVIEW			43
FEES PAID TO DELOITTE			44
PRE-APPROVAL OF SERVICES			44
REPORT OF THE AUDIT COMMITTEE			45
REQUIRED VOTE AND RECOMMENDATION OF THE BOARD			45
PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			46
REQUIRED VOTE AND RECOMMENDATION OF THE BOARD			46


EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES			47
EXECUTIVE OFFICERS			47
CERTAIN KEY EMPLOYEES			48
COMPENSATION DISCUSSION AND ANALYSIS			50
CHC COMMITTEE REPORT			50
CD&A TABLE OF CONTENTS			50
SECTION 1 – EXECUTIVE SUMMARY			51
SECTION 2 – HOW WE DETERMINE PAY			55
SECTION 3 – ELEMENTS OF OUR COMPENSATION PROGRAM			59
SECTION 4 – WHAT WE PAID IN 2024			61
SECTION 5 – OTHER COMPENSATION AND POLICIES			65
EXECUTIVE COMPENSATION			68
SUMMARY COMPENSATION TABLE			68
GRANTS OF PLAN-BASED AWARDS FOR 2024			69
OUTSTANDING EQUITY AWARDS TABLE			70
STOCK VESTED AS OF DECEMBER 31, 2024			71
PENSION BENEFITS			71
NON-QUALIFIED DEFERRED COMPENSATION			71
EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE IN CONTROL BENEFITS			72
CHIEF EXECUTIVE OFFICER PAY RATIO			74
PAY VERSUS PERFORMANCE			76
STOCK OWNERSHIP INFORMATION			79
STOCK OWNERSHIP TABLE			79
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			82
RELATED PARTY TRANSACTIONS			83
AFFILIATE SALES			83
REAL PROPERTY LEASES			83
AIRCRAFT LEASE AND OWNERSHIP AGREEMENT			83
SHARE REPURCHASES			83
POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS			84
STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING			85
PROPOSALS FOR INCLUSION IN OUR 2026 PROXY STATEMENT			85
DIRECTOR NOMINEES FOR INCLUSION IN OUR 2026 PROXY STATEMENT			85
OTHER PROPOSALS FOR THE 2026 ANNUAL MEETING			85
ADDITIONAL INFORMATION			86
HOUSEHOLDING OF PROXY MATERIALS			86
SOLICITATION OF PROXIES			86
INCORPORATION BY REFERENCE			86
FORWARD LOOKING STATEMENTS			86
AVAILABILITY OF SEC FILINGS AND CORPORATE GOVERNANCE DOCUMENTS			87
USE OF NON-GAAP FINANCIAL MEASURES			87
MEETING AND VOTING INFORMATION			88
ATTENDING THE ANNUAL MEETING			88
WHO IS ENTITLED TO VOTE; QUORUM			88
HOW TO VOTE			89
REVOKING YOUR PROXY OR CHANGING YOUR VOTE			90
VOTES REQUIRED TO APPROVE EACH PROPOSAL			90
VOTING RESULTS			90
OTHER MATTERS			91



Date and Time		May 20, 2025 10 a.m. Eastern Time

Virtual Meeting Audio Webcast		https://meetnow.global/M4CN4WG

Record Date		March 25, 2025

Mailing Date for Distribution of Proxy Materials		On or about April 8, 2025, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record on the record date. The notice has instructions on how to obtain internet access to our Proxy Statement and Annual Report, including our Form 10-K for the 2024 fiscal year. The notice also has instructions on how to request a paper copy of the proxy materials. We are making our proxy materials available to our stockholders electronically instead of mailing a full set of proxy materials, which allows us to provide you with the information you need in a timely manner, while reducing our impact on the environment and lowering the costs of printing and distributing our proxy materials.

Agenda		∎ Election of Jeffrey W. Edwards, Lawrence A. Hilsheimer and Janet E. Jackson as directors to serve for three-year terms; ∎ Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; ∎ Approval, on an advisory basis, of the compensation of our named executive officers; and ∎ Transaction of any other business that may properly come before the meeting or any adjournment thereof.

Voting		Stockholders may vote online at www.envisionreports.com/IBP or by phone at 1-800-652-8683, 24 hours a day, seven days a week. If you have a printed proxy card, you may vote by completing, signing, dating and returning each proxy card in the prepaid envelope provided. If you choose to vote during the 2025 Annual Meeting of Stockholders (“Annual Meeting”), follow the instructions posted at https://meetnow.global/M4CN4WG. All votes must be received no later than the closing of the polls at the Annual Meeting.

Meeting and Voting Details		For more detailed information on attending and voting at the Annual Meeting, see “Meeting and Voting Information” beginning on page 88.


Proposals	Required Vote	Board Recommendation	Page

1. Election of Jeffrey W. Edwards, Lawrence A. Hilsheimer and Janet E. Jackson as directors to serve for three-year terms	Majority of the votes cast at the Annual Meeting	✓ FOR each nominee	9

2. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025	Majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote	✓ FOR	43

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	46




Net Revenue	Gross Profit	Net Income	Diluted Earnings Per Share	Adjusted EBITDA*

$2.9 billion	$994.5 million	$256.6 million	$9.10	$511.4 million

5.9% increase	6.9% increase	5.3% increase	5.7% increase	5.2% increase


	GOING BEYOND THE BUILDINGS		COMMITTING TO OUR PEOPLE		ELEVATING OUR NEIGHBORHOODS

● We released our annual Environmental, Social and Governance Report (“Sustainability Report”) in November 2024. ● We play a direct role in creating a sustainable future by installing products that promote energy efficiency and reduce energy consumption. ● We have transitioned a substantial portion of our electricity needs to a carbon free source. ● We maintain a national waste management program to increase recycling at our branches nationwide to reduce landfill waste.		Our vision is to foster a culture that values inclusion and employee engagement. Our initiatives include: ● Leadership training and development programs ● Building an expanded hiring pipeline ● Conducting employee focus groups to understand employee perceptions throughout the Company ● Broadcasting our Positive Production Program videos to educate and encourage inclusion and employee well-being ● Offering both English and Spanish as a Second Language classes to remove communication hurdles among our workforce		Installed Building Products Foundation (“Foundation”) grants since inception (dollar amounts approximate): ● Scholarships $5.1 million (423 grants) ● Charitable Giving Match $48,936 (137 matches) ● Employee Financial Assistance $706,850 (850 grants) ● Major Grants Program $4.6 million (108 grants) Corporate giving, including multi-year commitments to The Gary Sinise Foundation’s R.I.S.E. Program, the Columbus Metropolitan Library Foundation, YWCA of Central Ohio, Junior Achievement of Central Ohio, The Columbus Promise, Besa Community, Inc. and Zora’s House.



78	%	67	%	33	%
78	OF	67	OF	33	OF
BOARD MEMBERS ARE INDEPENDENT Seven Independent Two Non-Independent		COMMITTEE CHAIRS ARE WOMEN Two Women One Man		BOARD MEMBERS ARE WOMEN Three Women Six Men


65 YEARS AVERAGE AGE OF BOARD MEMBERS Two 50s, Three 60s, Three 70s		11 YEARS AVERAGE BOARD TENURE One 0-2, Two 3-10, Six 10+		33^% OF THE BOARD ARE DIVERSE Two Black/African American One LGBTQ+


Name	Base Salary ($)(1)		Performance-Based Cash Award Earned ($)		Performance-Based Restricted Stock Award Earned Fair Value ($)(2)		Earned Compensation Total ($)

Jeffrey W. Edwards		900,000		1,247,480		3,186,637		5,334,117
Michael T. Miller		475,000		455,810		995,814		1,926,624
Brad A. Wheeler		485,000		431,820		796,618		1,713,438
W. Jeffrey Hire		450,000		215,910		219,049		884,959
Jason R. Niswonger		465,000		278,284		398,227		1,141,511



Board service		$85,000

Audit Committee Chair		$20,000

CHC Committee Chair		$17,500

NCG Committee Chair		$15,000

Audit Committee (non-chair)		$10,000

CHC Committee (non-chair)		$10,000

NCG Committee (non-chair)		$7,500

Presiding Independent Director		$25,000

Grant of restricted stock (fair market value on grant date)		$125,000


Name	Fees Earned or Paid In Cash ($)(1)		Stock Awards ($)(2)(3)		All Other Compensation ($)		Total ($)

Margot L. Carter		123,342		125,000		-		248,342

Lawrence A. Hilsheimer		110,842		125,000		-		235,842

Janet E. Jackson		108,342		125,000		-		233,342

David R. Meuse		93,342		125,000		-		218,342

Marchelle E. Moore		100,842		125,000		-		225,842

Robert H. Schottenstein		83,342		125,000		-		208,342

Michael H. Thomas		89,042		125,000		-		214,042



Independent Board and Committees		78% of our directors are independent. Board committees consist of independent directors operating under written charters approved by the Board.

Majority vote for Directors		Election of directors is by majority of the total votes cast, with a resignation policy if a director does not receive a majority of votes cast in an uncontested election.

Effective Board oversight		Our Board and committees exercise continuing oversight of our business strategy, operations, financial reporting, enterprise and cybersecurity risk management, corporate governance and corporate responsibility programs.

Presiding Independent Director		We have an active Presiding Independent Director with duties including leading executive sessions of the Board after every regular Board meeting.

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

Stockholder engagement		We engage with our stockholders throughout the year to obtain their feedback and to better understand their perspectives.

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

Compensation clawback policies		Our clawback policies, applicable to our executive officers, provide for mandatory recoupment of incentive compensation in the event of a financial restatement and discretionary recoupment in cases of grossly negligent or intentional misconduct.

Robust equity ownership requirements		Executive officers are required to hold Company stock in a multiple of salary, and non-employee directors are required to hold Company stock equal to the greater of $425,000 or five times annual cash retainer (excluding committee and presiding independent director retainers).

Prohibition on hedging and pledging		Our officers, directors and designated employees are prohibited from entering into hedging and pledging transactions involving Company stock (the Board has made an exception for our CEO, see Footnote 2 in the “Stock Ownership Table” beginning on page 79).

Succession Planning		The Board and NCG Committee annually review senior management succession and leadership development plans.



Audit Committee	CHC Committee	NCG Committee

• Oversees the quality and integrity of our financial statements • Oversees our accounting, financial reporting and internal controls processes • Oversees the Company’s enterprise risk, financial risk and cybersecurity risk exposures • Oversees whistleblower procedures	• Oversees our human capital management practices • Oversees the design and administration of our compensation programs • Oversees our clawback policies • Oversees potential risks associated with our compensation programs, policies and practices	• Oversees our corporate governance practices and Board structure and functioning, including associated risks • Oversees succession planning for our executive team • Oversees our environmental and sustainability practices and risks



Full Board		◾ ESG strategy and risks, through oversight of enterprise risk management

Audit Committee		◾ Ethics and compliance ◾ Whistleblower policy ◾ Data privacy and cybersecurity

Compensation and Human Capital Committee		◾ Human capital management ◾ Employee recruitment, development and retention ◾ Employee talent and leadership development ◾ Workplace inclusion initiatives ◾ Employee culture and engagement ◾ Employee wellness programs ◾ Foundation and corporate giving

Nominating and Corporate Governance Committee		◾ Governance structures and processes, taking into account legal standards, best practices and investor views ◾ Board organization, independence, structure and effectiveness ◾ Environmental and sustainability practices



	2014	2024
Revenue by Product
Revenue by End- Market


Audit Committee

Chair: Lawrence A. Hilsheimer Other Members: Margot L. Carter Michael H. Thomas Meetings in 2024: 5 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 Mr. Hilsheimer has earned a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors		Purpose: The Audit Committee provides independent, objective oversight of the quality and integrity of our financial statements and financial reporting processes and procedures, the performance of our accounting and financial controls, our internal audit function, the annual independent audit of our financial statements and our policies for financial and cybersecurity risk assessment and management.
		Responsibilities: ∎ Selecting and engaging our independent registered public accounting firm, approving the auditor’s audit and non-audit services and fees, evaluating the auditor’s qualifications, independence and performance and directly overseeing the work of the auditors. ∎ Discussing with the auditors the scope of the annual audit and the audited financial statements and reviewing with the auditor any audit problems and management’s response. ∎ Reviewing the responsibilities, budget and staffing of the Company’s internal audit department and the selection, evaluation, compensation and removal of the director of internal audit. ∎ Reviewing with the internal audit department the status, results and remedial actions of ongoing audit projects. ∎ Overseeing the Company’s internal controls, including disclosure controls and internal controls over financial reporting (including any material weaknesses, significant deficiencies, significant changes to internal controls and fraud), which includes reporting by internal and external auditors at every regular meeting. ∎ Overseeing compliance with applicable laws and regulations and the Company’s Code of Business Conduct and Ethics (“Ethics Code”). ∎ Overseeing procedures and policies governing the process by which management assesses and manages the Company’s exposure to risk and overseeing the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. ∎ Discussing with general counsel any significant legal, compliance or regulatory matters that may have a material effect on the financial statements, including material notices to or inquiries received from governmental agencies and evidence of breaches of fiduciary duty or other violations of the Company’s Ethics Code. ∎ Overseeing complaints regarding accounting, internal accounting controls and auditing matters. ∎ Overseeing the Company’s ethics, investment, derivatives, whistleblower and related party transaction policies. ∎ 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.



Compensation and Human Capital Committee

Chair: Janet E. Jackson Other Members: David R. Meuse Marchelle E. Moore Meetings in 2021: 5 All members are independent under NYSE rules; “non-employee directors” under SEC rules; and “outside directors” under the Internal Revenue Code		Purpose: The CHC Committee oversees our human capital management practices; the design, administration and risk management of our compensation and benefit plans, policies and programs; and determines the compensation of our executive officers.
		Responsibilities: ◾ Determining annually the compensation and benefits of our executive officers, including salary, bonus, cash and equity incentive compensation, perquisites, severance and other forms of executive compensation. ◾ Approving annual incentive metrics and incentive compensation targets of our executive officers and evaluating achievement of the targets and the performance of our executive officers in light of the established objectives and targets. ◾ Overseeing the administration of our 2023 Omnibus Incentive Plan. ◾ Reviewing our executive compensation programs to determine whether they are effective in achieving their intended purposes. ◾ Developing and monitoring policies regarding equity holding requirements, clawback of executive compensation, equity granting, hedging and pledging policies, say-on-pay and other matters as the Committee deems appropriate. ◾ Annual review of compliance by executive officers and non-employee directors with stock ownership policies established by the Board. ◾ 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 to take unnecessary or excessive risk and ensuring that our compensation practices for executives and other employees are not likely to have a material adverse effect on the Company. ◾ Reviewing and approving any employment agreements, severance arrangements, change in control agreements and supplemental compensation and benefits for executive officers. ◾ Evaluating and recommending non-employee director compensation. ◾ Overseeing human capital management, including programs for the health, safety and welfare of our employees, talent development initiatives, employee recruitment and retention and employee compensation practices. ◾ Overseeing the activities of the Company’s Foundation and other corporate giving programs.



Nominating and Corporate Governance Committee

Chair: Margot L. Carter Other Members: Lawrence A. Hilsheimer Janet E. Jackson Marchelle E. Moore Meetings in 2021: 4 All members are independent under NYSE rules		Purpose: The NCG Committee oversees our corporate governance practices and processes, including any risks that may arise in connection with our governance practices, and provides oversight of our environmental and sustainability initiatives.
		Responsibilities: ∎ Establishing criteria for the selection of directors to serve on the Board. ∎ Identifying and recommending to the Board qualified director candidates, including whether directors should stand for re-election, evaluating candidates recommended by stockholders on a substantially similar basis as it considers other nominees, and conducting appropriate inquiries into the backgrounds and qualifications of director candidates. ∎ Considering independence and possible conflicts of interest of directors, and whether a director or director candidate has special relationships, interests or a specific agenda that would impair his or her ability to effectively represent the interests of all stockholders. ∎ Reviewing and recommending to the Board the composition and size of the Board in order to ensure the Board has the requisite expertise and consists of persons with sufficiently diverse backgrounds. ∎ Overseeing an annual self-evaluation of the Board and its committees. ∎ Recommending directors to serve on the committees of the Board, and where appropriate, recommending the removal of any member of any committee. ∎ Monitoring the structure and operations of Board committees. ∎ Reviewing the adequacy of the Company’s certificate of incorporation, bylaws, corporate governance guidelines, Ethics Code and committee charters and recommending amendments to the Board. ∎ Reviewing the Board’s leadership structure to assess whether it is appropriate in light of current circumstances. ∎ Overseeing annual review by the Board of succession planning for senior executives. ∎ In coordination with other Board committees, reviewing and overseeing the Company’s ESG initiatives, opportunities and reporting, including advising the Board on current and emerging ESG trends that may affect the business, operations, performance, risk and external relations of the Company, as well as overseeing the Company’s sustainability practices and initiatives and climate change impacts.


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. The Board has made an exception for our CEO in connection with financing arrangements made by a family-owned investment vehicle. For additional details, see Footnote 2 in the “ Stock Ownership Table” b eginning on page 79.


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. The Board has made an exception for our CEO in connection with financing arrangements made by a family-owned investment vehicle. For additional details, see Footnote 2 in the “ Stock Ownership Table” b eginning on page 79.


Fiberglass Insulation Installation Services. The most common type of insulation we install, over 80% of our insulation sales, fiberglass, which is comprised of 50-80% recycled material. Our insulation and air barrier installation services provide the critical link between manufacturer inventory and builders and homeowners who desire to promote energy efficiency or meet increasingly stringent building codes. Our installation professionals receive extensive training, including thermal performance, moisture prevention, air infiltration and ventilation, so that we can employ the latest techniques and technologies to improve energy efficiencies.

Loosefill Insulation Installation Services. Another type of fiberglass insulation we install is loosefill, or blown-in, insulation. We have a production facility in Shelbyville, Indiana that retrieves manufacturers’ waste fiberglass material that would otherwise be sent to a landfill and produces loosefill insulation suitable for blowing into attics. In 2024, we reclaimed 3.37 million pounds of scrap material that would otherwise have been placed in a landfill and insulated over 5.06 million square feet of space (to an R value of R30) using this recycled material.

Cellulose Insulation Manufacturing. Another product we install is cellulose insulation, which is installed in the walls, ceilings and attics of new homes. In 2024, our manufacturing plant located in Bucyrus, Ohio produced 51,776 tons of cellulose products consisting of a minimum of 85% post-consumer recycled waste paper and cardboard. We processed approximately 48,669 tons of recycled wastepaper to make our finished cellulose products which might have otherwise decomposed in a landfill, releasing methane and carbon dioxide gases. The manufacturing process does not directly emit atmospheric gases or use water. In 2021, the Bucyrus plant transitioned its electricity supply, which comprised approximately 30% of our total electricity consumption, to a carbon-free source. In 2024, the Bucyrus plant began recycling polypropylene supply packaging and scrap bag film, which we estimate will reduce the amount of waste we send to the landfill by at least 38,000 pounds annually.
HERS Raters. The Home Energy Raters System (“HERS”) is the industry standard for measuring a home’s energy efficiency. We employ several accredited HERS raters and have affiliations with others. HERS raters are the primary means by which homes are qualified for the U.S. Environmental Protection Agency’s Energy Star for Homes Program, as well as for federal energy tax credits. HERS raters review insulation levels, window efficiency, HVAC system efficiency and water heating systems. They also do performance testing such as blower door tests to examine air and duct leakage.



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. We have awarded scholarships for associate’s degrees, certification and vocational programs, bachelor’s degrees, master’s degrees and other post-graduate programs.	$5.1 million awarded
		423 grants

Charitable Giving Match	Our Foundation matches cash gifts by employees of up to $500 per year 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.	$48,936 Matched
		137 cash gifts

Employee Financial Assistance	Our Employee Financial Assistance Program is designed to provide emergency financial assistance to our employees in times of crisis. The 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.	$706,850 awarded
		850 grants

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.	$4.6 million awarded
		108 grants


	2024		2023

Audit Fees		$2,569,235	$	2,339,666

Audit Related Fees		$33,442		–

Tax Related Fees		–		–

All Other Fees		2,037		2,037

Total		$2,604,714	$	2,341,703



Jeffrey W. Edwards Age 61 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, restaurants 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.

Todd R. Fry Age 59 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 73 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 national homebuilder customers, our major insulation 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.

Michael T. Miller Age 60 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 as a director for us and our predecessor 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 served on the Board of BMC Stock Holdings, Inc. from 2014 to January 2021.



Jason R. Niswonger Age 52 Chief Administrative and Sustainability Officer		Mr. Niswonger has been our Chief Administrative and Sustainability Officer since March 2022. Previously Mr. Niswonger served as our Senior Vice President, Finance and Investor Relations from March 2015 to February 2022 and our Director of Investor Relations from January 2014 until March 2015. Prior to joining the Company, he served from 2011 to 2013 as the Director, Financial Reporting for Edwards Industries, a national property development and management company. From 2006 to 2011, Mr. Niswonger held multiple positions, including the Director, Finance for the Seating Systems Division of Commercial Vehicle Group, Inc., a supplier of integrated system solutions for the global commercial vehicle market. From 2004 to 2006, he was the Director, Financial Reporting for Installed Building Products, LLC. Prior to joining Installed Building Products, LLC, Mr. Niswonger served as the Director of Global Accounting and Financial Reporting at Sterling Commerce, Inc., a global provider of EDI services, B2B integration software solutions and consulting, where he worked from 2000 to 2004. Prior to joining Sterling, he held positions in financial reporting at Express, a division of The Limited, and Exel Logistics. Mr. Niswonger earned an M.B.A. from Otterbein College and a B.A. from Ohio University.

Brad A. Wheeler Age 50 Chief Operating Officer		Mr. Wheeler was named our Chief Operating Officer effective January 1, 2024. Prior to becoming Chief Operating Officer, Mr. Wheeler served as a Regional President from January 2015 through December 2024. He joined the Company in 2010 as a Regional Manager and has been responsible for the management of our operations in several states, including Colorado, Texas, Florida and Georgia. In June 2022, Mr. Wheeler assumed additional responsibility for Alpha’s heavy commercial business and was named President of the Alpha family of companies. He attended Radford University and has been an active member of Vistage International CEO Organization since 2011.



Randall A. Hall Age 63 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 (2016-2017), 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.

R. Scott Jenkins Age 69 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.

William W. Jenkins Age 68 Division President, Purchasing and Distribution		Mr. Jenkins has been our Division President, Purchasing and Distribution, since October 2024. He served as our Senior Vice President, Purchasing and Supply Chain from March 2015 until October 2024, and our Director of Internal Audit from September 2013 until March 2015. He held other senior management positions from 1998 to 2013. 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 was licensed as a CPA in the State of Ohio.



Martin J. Luffy Age 65 Chief Information Officer		Mr. Luffy has been our Chief Information Officer since joining the company in 2002. Prior to joining Installed Building Products, he served in a number of roles for an international data center hosting provider, including Regional Director and Vice President of Data Center Operations and Services. Mr. Luffy began his career with Arthur Andersen and Peat Marwick and has held successive senior management positions with a number of technology and professional services entities. He received a B.S. degree from Purdue University and a M.B.A. from the University of Dayton. Mr. Luffy has served on multiple nonprofit boards including his current role on the board of a foundation that provides financial aid assistance for cancer patients.

Shelley A. McBride Age 68 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.

Warren W. Pearce Age 66 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.

Kelly Clifford Riehl Age 48 Vice President of Communications and Community Relations		Ms. Clifford Riehl has been our Vice President of Communications and Community Relations since May 2023 and the President of our Foundation since March 2019. She served as our Director of Communications and Community Relations from 2014 to 2023 and our Marketing Manager from 2009 to 2014. Prior to joining us, Ms. Clifford Riehl led a meeting and event company, The Meeting Partners Group, and served in communications, management and marketing roles at Nationwide Arena, the Greater Columbus Convention Center and the Radiological Society of North America. Ms. Clifford Riehl has a Bachelor of Science degree in Organizations Communications from Ohio University and serves on numerous nonprofit boards.

Randall S. Williamson Age 63 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. Mr. Williamson attended Colorado State University and serves on the board of governors for U.S. Grown Foods.


Peer Group	Market Cap(1) ($ in Millions)	Peer Group	LTM Revenue(2) ($ in Millions)

TopBuild Corp.	$9,185	Meritage Homes Corporation		$6,393

Eagle Materials Inc.	$8,277	TopBuild Corp.		$5,330

Simpson Manufacturing Co., Inc.	$6,992	M/I Homes, Inc.		$4,505

Meritage Homes Corporation	$5,565	Tri Pointe Homes, Inc.		$4,493

Champion Homes Inc	$5,057	Century Communities, Inc.		$4,398

Installed Building Products, Inc.	$4,932	Installed Building Products, Inc.		$2,941

Cavco Industries, Inc.	$3,617	Griffon Corporation		$2,613

M/I Homes, Inc.	$3,617	Champion Homes Inc		$2,426

Griffon Corporation	$3,408	Eagle Materials Inc.		$2,267

Tri Pointe Homes, Inc.	$3,394	Simpson Manufacturing Co., Inc.		$2,232

Century Communities, Inc.	$2,299	LGI Homes, Inc.		$2,203

LGI Homes, Inc.	$2,102	Cavco Industries, Inc.		$1,927

Gibraltar Industries, Inc.	$1,787	Apogee Enterprises, Inc.		$1,377

Apogee Enterprises, Inc.	$1,567	Gibraltar Industries, Inc.		$1,309

Peer Group Median	$3,617	Peer Group Median		$2,519

Peer Group 75th Percentile	$5,438	Peer Group 75th Percentile		$4,469



Element	Design	Purpose

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 50% of target goal is achieved; capped at 200% of target. ∎ Performance metric is Adjusted EBITDA.	∎ To motivate and reward executives to achieve short term 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 objective, pre-established corporate financial performance goals. ∎ Granted as shares of restricted stock. ∎ Earned only if at least 50% of target goal is achieved; capped at 200% of target. ∎ Performance metric is Adjusted EBITDA. ∎ 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.


	2023 Base Salary ($)		2024 Base Salary ($)		Percentage Increase in Base Salary (%)		2024 Base Salary as Percentage of Earned Total Compensation (%)

Jeffrey W. Edwards		840,000		900,000		7.1		16.9	%

Michael T. Miller		445,000		475,000		6.7		24.7	%

Brad A. Wheeler		-		485,000		-		28.3	%

W. Jeffrey Hire		420,000		450,000		7.1		50.8	%

Jason R. Niswonger		425,000		465,000		9.4		40.7	%


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






Jeffrey W. Edwards	1,300,000	1,247,480	23.3

Michael T. Miller	475,000	455,810	23.7

Brad A. Wheeler	450,000	431,820	25.2

W. Jeffrey Hire	225,000	215,910	24.4

Jason R. Niswonger	290,000	278,284	24.4


Name	2024 Target Restricted Stock (#)	Target Restricted Stock Potential Payout Grant Date Fair Value ($)(1)	Earned Restricted Stock (#)	Earned Restricted Stock Payout Value ($)(2)








Jeffrey W. Edwards	19,421	3,999,949	18,636	3,186,637

Michael T. Miller	6,069	1,249,971	5,824	995,814

Brad A. Wheeler	4,855	999,936	4,659	796,618

W. Jeffrey Hire	1,335	274,957	1,281	219,049

Jason R. Niswonger	2,427	499,865	2,329	398,227


Name	2024 Base Salary ($)	2025 Base Salary ($)	Increase (%)

Jeffrey W. Edwards	900,000	900,000	–

Michael T. Miller	475,000	475,000	–

Brad A. Wheeler	485,000	485,000	–

W. Jeffrey Hire	450,000	450,000	–

Jason R. Niswonger	465,000	465,000	–


Name	2024 Target Cash Bonus ($)	2025 Target Cash Bonus ($)	Increase (%)

Jeffrey W. Edwards	1,300,000	1,300,000	–

Michael T. Miller	475,000	475,000	–

Brad A. Wheeler	450,000	450,000	–

W. Jeffrey Hire	225,000	225,000	–

Jason R. Niswonger	290,000	290,000	–


Name	2024 Target Restricted Stock Target (#)	2024 Target Restricted Stock Fair Market Value on Grant Date ($)	2025 Target Restricted Stock Target (#)	2025 Target Restricted Stock Fair Market Value on Grant Date ($)(1)

Jeffrey W. Edwards	19,421	3,999,949	25,148	4,300,000

Michael T. Miller	6,069	1,249,971	7,954	1,360,000

Brad A. Wheeler	4,855	999,936	6,433	1,100,000

W. Jeffrey Hire	1,335	274,957	1,901	325,000

Jason R. Niswonger	2,427	499,865	3,363	575,000