Installed Building Products, Inc DEF 14A, filed Apr 8, 2026

Installed Building Products, Inc. (IBP)

DEF 14A 2026-04-08 For: 2026-05-19

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Added on June 12, 2026

About this DEF 14A

Installed Building Products, Inc filed this DEF 14A on April 8, 2026.

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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.



Date and Time						May 19, 2026 10 a.m. Eastern Time


Virtual Meeting Audio Webcast						meetnow.global/MQFXVJC


Record Date						March 23, 2026


Mailing Date for Distribution of Proxy Materials						On or about April 8, 2026, 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 2025 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 Michael T. Miller, Marchelle E. Moore and Robert H. Schottenstein as directors to serve for three-year terms; •Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2026; •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 2026 Annual Meeting of Stockholders (“Annual Meeting”), follow the instructions posted at https://meetnow.global/MQFXVJC. 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 102.


PROXY SUMMARY			1
A nnual M eeting P roposals			1
B usiness O verview			1
O ur B usiness S trategy			2
2025 Financial Highlights			5
C orporate R esponsibility			5
Board of Directors Composition and Qualifications			6
2025 Executive Compensation at a Glance			6
Key Compensation Practices for Executives			7
PROPOSAL 1 – ELECTION OF DIRECTORS			8
Overview of the Board			8
D irector Q ualifications			9
B oard S kill M atrix			9
B oard C omposition			10
Director Skills, Experience and Background			10
D irector C ompensation			20
D irector C ompensation T able			21
D irector S tock O wnership P olicy			21
Required Vote and Recommendation of the Board			22
CORPORATE GOVERNANCE			23
C orporate G overnance H ighlights			23
Board Structure and Responsibilities			24
B oard L eadership S tructure			24
C orporate G overnance G uidelines			25
S uccession P lanning			25
Role of the Board in Risk Oversight			26
C ybersecurity O versight			27
C orporate R esponsibility O versight			28
B oard C ommittee O versight			28
D irector I ndependence			32
Annual Board and Committee Self-Assessments			32
Meetings of the Board and Director Attendance			32


Executive Sessions of the Board			33
Code of Business Conduct and Ethics			33
Insider Trading Policy and Hedging and Pledging Prohibition			34
S tockholder E ngagement			35
Communication with Directors			35
Stockholder Nominations of Director Candidates			35
C orporate G overnance M aterials			36
CORPORATE RESPONSIBILITY			37
Going Beyond the Buildings			37
Committing to Our People			39
E levating Our N eighborhoods			42
C orporate R esponsibility M aterials			44
PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			45
O verview			45
Fees Paid to Deloitte			46
Pre-Approval of Services			46
Report of the Audit Committee			47
Required Vote and Recommendation of the Board			48
PROPOSAL 3 – NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			49
Required Vote and Recommendation of the Board			50
COMPENSATION DISCUSSION AND ANALYSIS			51
CHC Committee Report			51
CD&A Table of Contents			51
S ection 1 – E xecutive S ummary			52
S ection 2 – H ow W e D etermine P ay			59
Section 3 – Elements Of Our Compensation Program			62
Section 4 – What We Paid in 2025			66
Section 5 – Other Compensation and Policies			70


EXECUTIVE COMPENSATION			73
S ummary C ompensation T able			73
Grants of Plan-Based Awards for 2025			75
O utstanding E quity A wards T able			77
Stock Vested as of December 31, 2025			78
P ension B enefits			78
Non-Qualified Deferred Compensation			78
Employment Agreements, Severance and Change in Control Benefits			79
C hief E xecutive O fficer P ay R atio			82
P ay V ersus P erformance			83
STOCK OWNERSHIP INFORMATION			89
S tock O wnership T able			89
Securities Authorized for Issuance Under Equity Compensation Plans			93
RELATED PARTY TRANSACTIONS			95
A ffiliate Purchases And S ales			95
R eal P roperty L eases			95
Aircraft Lease and Ownership Agreement			95
S hare R epurchases			96
Policies and Procedures for Related Party Transactions			96


Message from Our Chairman and Our Presiding Independent Director
						Installed Building Products, Inc. (“IBP” or the “Company) achieved record annual net revenue, net income, and net income per diluted share in 2025, demonstrating operational excellence and exceptional execution under challenging new residential end market conditions. The Company successfully integrated prior acquisitions and expanded its national presence by acquiring an additional 11 businesses, including bolt-ons. IBP’s Board of Directors (“Board”) remains confident in the ongoing execution of the Company’s established acquisition strategy, emphasizing maximization of returns on invested capital and careful consideration of both strategic business alignment and cultural compatibility with IBP. The Company views its employed labor force as a key competitive advantage and an essential component of the value delivered to customers. Despite headwinds in our new residential end markets, the Company showed resilience and finished 2025 with record annual revenue of $3.0 billion, net income of $265 million, and net income per diluted share of $9.71. Given the variable demand backdrop across our end markets throughout the year, we remained focused on managing operating costs and improving profitability. As a key to our success, autonomy is extended to the managers across our over 250 branches nationwide. With leadership on all levels motivated to drive improvement, quarter-over-quarter and year-over-year, the Board continued to provide valuable oversight of business challenges and strategic growth opportunities such as acquisitions and new product offerings. Our 2025 acquisitions boosted financial results, offsetting organic sales challenges and increasing our geographic, product, and market diversity. We have a long track record of consolidation and the insulation installation industry remains fragmented, offering further attractive acquisition opportunities in areas where we have a limited presence. Additionally, expanding products and end markets offers strategic growth paths. The Board and executive team continue to view acquisitions as a top priority for the Company and an attractive use of cash. Our ability to make acquisitions with existing liquidity is substantial and the January 2026 completion of a private offering of $500 million senior unsecured notes further expanded our ability to manage industry cycles and pursue strategic growth. In 2025, our rigorous financial discipline resulted in a return on invested capital above 20%, which was consistent with the returns realized over the previous three years. We apply that same disciplined approach to all forms of capital allocation and in 2025, we returned a total of $261 million in cash to shareholders in the form of dividends and share buybacks. We view the IBP business model and our competitive position as both fundamentally appealing and stable. Our employees, especially those who install our carefully selected products, are central to the value we deliver to residential and commercial customers. At IBP, we work diligently to attract and have successfully retained installers. Because our work is labor-intensive and often tailored to specific projects with unique building code requirements, we consider the human element in our operations to be crucial. We regularly monitor the latest advances in


STOCKHOLDER PROPOSALS FOR THE 202 7 ANNUAL MEETING			98
Proposals for Inclusion in Our 202 7 Proxy Statement			98
Director Nominees for Inclusion in Our 202 7 Proxy Statement			98
Other Proposals for the 202 7 Annual Meeting			98
ADDITIONAL INFORMATION			99
Householding of Proxy Materials			99
Solicitation of Proxies			99
Incorporation by Reference			99
F orward L ooking S tatements			99
Availability of SEC Filings and Corporate Governance Documents			100
Use of Non-GAAP Financial Measures			100
MEETING AND VOTING INFORMATION			102
Attending the Annual Meeting			102
Who is Entitled to Vote; Quorum			102
How to Vote			103
Revoking Your Proxy or Changing Your Vote			104
Votes Required to Approve Each Proposal			104
V oting R esults			104
OTHER MATTERS			105



			Keys to our Acquisition Approach

			•Target profitable markets and outstanding operators •Acquire operations with a strong reputation and customer base			•Maintain existing management teams and trade names •Leverage national buying power •Leverage relationships with national homebuilders



Industry Knowledge						Experience

üHousing üConstruction üBuilding Materials						üPublic Board üAudit Committee üCompensation Committee üCorporate Governance / Nominating Committee üExecutive Leadership üStrategic / Operational / Industrial Distribution üHuman Capital Management üIT / Technology / Cybersecurity / Digital Transformation üEnvironmental, Social and Governance


Financial Skills

üPublic Company Financial Reporting üCapital Structure Experience üM&A Transactions üRisk Management


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	1,209,000	7,634,001	9,743,001
Michael T. Miller	475,000	441,750	2,517,041	3,433,791
Brad A. Wheeler	485,000	418,500	2,064,575	2,968,075
W. Jeffrey Hire	450,000	209,250	565,742	1,224,992
Jason R. Niswonger	465,000	269,700	1,151,004	1,885,704


What We Do						What We Don’t Do


üPay for Performance where a substantial percentage of compensation is based on achievement of objective pre-established performance metrics üBalanced Compensation Mix of salary and performance-based cash bonuses and restricted stock awards üMulti-year Vesting of Equity Awards over a two-to-five-year period after the performance target is met üLimited Perquisites that are not available to other salaried employees üCompetitive Pay targeted near the median of our peer group üClawback Policies for recovery of incentive compensation under specified circumstances üMeaningful Stock Ownership Requirements in multiples of base salary üAnnual Say-on-Pay Vote on executive compensation						ûNo Tax Gross-Ups for perquisites or excise taxes ûNo Pension Plans or retirement benefits that are not available to other salaried employees ûNo Hedging or other monetization transactions involving Company securities (the Board has made an exception for our CEO, see Footnote 3 in the “Stock Ownership Table” beginning on page 89) ûNo Short Sales or other speculative transactions involving Company securities ûNo Option Repricing of underwater stock options without stockholder approval ûNo Single Trigger accelerated vesting of incentive awards upon a change in control without a qualifying loss of employment ûNo Pledging of Company securities as collateral or holding Company securities as collateral in a margin account (the Board has made an exception for our CEO and a Director, see Footnotes 3 and 9 in the “Stock Ownership Table” beginning on page 89) ûNo Employment Agreements for our executives other than our Chief Executive Officer


						Michael T. Miller Director Nominee

Age: 61 Independent: No Director since: 2014 Class I Director Term Expires in 2026 Board Committees: None						Occupation Installed Building Products, Inc., •Executive Vice President – Finance (2000-present) and Chief Financial Officer (2013-present) Education •Wake Forest University, B.A. in Economics and German Experience •Huntington Capital Corp., a subsidiary of Huntington Bancshares, Inc., a regional bank holding company, Corporate Investment Banking, Senior Vice President/Managing Director •Various positions with Deutsche Bank and Canadian Imperial Bank of Commerce in New York and First Union National Bank, Charlotte, North Carolina Other Board Service •BMC Stock Holdings, Inc. (2014-January 2021), a publicly traded leader in diversified building products, audit committee Qualifications and Skills As our Chief Financial Officer and Executive Vice President of Finance for more than 25 years, Mr. Miller brings to the Board executive leadership and extensive housing and construction, strategic and operational, capital structure, risk management and mergers and acquisitions experience. His knowledge of financial markets and financing, in addition to his past service on the board and audit committee of a publicly-traded diversified building products company, contribute to the Board knowledge of public company financial reporting, internal controls and public board service.


						Marchelle E. Moore Director Nominee

Age: 53 Independent: Yes Director since: 2023 Class I Director Term Expires in 2026 Board Committees •Compensation and Human Capital • Nominating and Corporate Governance						Occupation Encova Mutual Insurance Group, Inc., a mutual insurance holding company providing a comprehensive range of insurance products •Senior Vice President, External Affairs and Chief Inclusion and Belonging Officer (December 2022-present) Encova Foundation of Ohio, its affiliated philanthropic foundation •President (December 2022-present) Education •The Ohio State University, B.A. in English •The Ohio State University Moritz College of Law, J.D. Experience •Encova Mutual Insurance Group, Inc., a mutual insurance holding company providing a comprehensive range of insurance products, Senior Vice President, Chief Legal Officer & Corporate Secretary (October 2017-December 2022) •Motorists Insurance Group (now Encova Mutual Insurance Group, Inc.), Senior Vice President, Chief Legal Officer & General Counsel •Central Ohio Transit Authority, Vice President of Legal and Government Affairs and General Counsel •Central Ohio Transit Authority, Interim Vice President of Human Resources and Labor Relations Other Board Service •YWCA Columbus, a nonprofit community organization, Board of Trustees (January 2026-present) •The Columbus Foundation/Community Foundations, Inc., a non-profit community foundation (January 2021-present) • Encova Foundation of Ohio (formerly The Motorists Insurance Companies Foundation), a non-profit corporate foundation, (April 2018-present), President (December 2022-present) •CampusParc Management, Inc./OSU Management GP, Inc., corporation created to manage the OSU parking system (July 2017-July 2021) Qualifications and Skills Ms. Moore’s executive leadership and general counsel experience in the insurance and public transportation industries bring to the Board mergers and acquisitions, corporate governance, risk management and strategic and operational skills. Ms. Moore’s roles as Chief Inclusion and Belonging Officer and Interim Vice President of Human Resources and her service on charitable boards provide valuable insight on community engagement, charitable giving, human capital management and inclusion and belonging.


						Robert H. Schottenstein Director Nominee

Age: 73 Independent: Yes Director since: 2022 Class I Director Term Expires in 2026 Board Committees: None						Occupation M/I Homes, Inc., one of the largest publicly traded home builders in the U.S. •Chairman (2004-present), Chief Executive Officer (2004-present) and President (1996-present) Education •Indiana University, B.A. •Capital University Law School, J.D. Experience •Private practice of law specializing in commercial real estate, corporate and banking transactions Other Board Service •Served as a director of our Company (2014–2020) •L Brands, a publicly traded leading specialty retailer focused on women’s apparel, personal care, beauty and home fragrance categories, audit committee (August 2017–May 2022) •The Ohio State University Wexner Medical Center •The Ohio State University Foundation •The Policy Advisory Board of Harvard University’s Joint Center for Housing Studies, Chair •Pelotonia, Chair •The Columbus Partnership Qualifications and Skills Mr. Schottenstein’s more than 30 years of experience in the homebuilding industry brings to the Board expertise and valuable insight into the housing, construction and building materials industries. Mr. Schottenstein’s executive leadership, capital structure experience and service on public company boards are advantageous to the Board in exercising its strategic, operational, risk and human capital management oversight responsibilities.


						Margot L. Carter Continuing Director

Age: 58 Presiding Independent Director since 2015 Independent: Yes Director since: 2014 Class II Director Term Expires in 2027 Board Committees • Audit • Nominating and Corporate Governance (Chair)						Occupation Living Mountain Capital L.L.C., a business advisory consulting firm •President and Founder (1998–present) Education •Binghamton University, B.A. in Economics and History •Fordham University School of Law, J.D. •MIT Sloan School of Management, Executive Certificate - Artificial Intelligence •Southern Methodist University Cox Business School, Certificate - Finance Experience •RealPage, Inc., a leading global software and data analytics company for the real estate industry, Executive Vice President, Chief Legal Officer and Secretary •The Princeton Review, Inc., a global education technology company, Executive Vice President and General Counsel •Soundview Technology Group, Inc., a global technology financial services firm, Executive Vice President, General Counsel and Executive Managing Director •Cantor Fitzgerald and eSpeed, Inc., a global capital markets, financial services and technology company, Assistant General Counsel Other Board Service •Eagle Materials, Inc., a publicly traded leading provider of building materials (2017-present), compensation and corporate governance and nominating committees (2017-present), audit committee (2017-2019) •Tyler Technologies, Inc., a publicly traded leading provider of integrated software and technology services for the public sector (May 2024-present), nominating and governance committee (May 2024-present) •Interior Logic Group, a technology enabled building materials business (2017-2021) •North Texas Chapter of National Association of Corporate Directors (2016–present), Chair (July 2022-July 2023), Chair Emeritus (July 2023–present); NACD Director Certified Qualifications and Skills Ms. Carter’s executive and leadership experience as a C-suite executive and director of public companies in the technology, real estate and building materials industries provide insight into the dynamics of a corporate board, strategic planning, technology, cybersecurity, mergers and acquisitions, risk oversight, human capital management and environmental, social and governance issues.


Revenue by Product


Revenue by End-Market


						David R. Meuse Continuing Director

Age: 80 Independent: Yes Director since: 2020 Class II Director Term Expires in 2027 Board Committees •Compensation and Human Capital						Occupation Stonehenge Partners, Inc., a privately held mezzanine and equity investment firm and provider of financial and advisory services •Senior Advisor (2018–present) Education •John Carroll University, B.A. in Political Science and Philosophy •Cleveland Marshall College of Law •Wharton School of Business, Securities Industry Institute Experience •Banc One Capital Holdings Corporation, holding company for the investment banking, merchant banking, securities brokerage, investment advisory and insurance activities of Bank One Corporation, Chairman and Chief Executive Officer •Meuse, Rinker, Chapman, Endres & Brooks, a regional investment banking firm, Chairman and Chief Executive Officer •Diamond Hill Investment Group, Inc., a publicly traded company providing investment advisory and fund administration services, Chairman •State Auto Financial Corporation, a publicly traded casualty insurance holding company engaged in writing personal and business insurance, lead director (May 2015-February 2022), audit, independent and investment and finance committees (2006-February 2022) Other Board Service •Service on non-profit boards, including REV Ventures, SMS, Inc., Bluestone Investors, LP, The Columbus Foundation and The Columbus Partnership, nonprofit community associations Qualifications and Skills Mr. Meuse’s more than 40 years of experience in the investment banking, merchant banking, securities brokerage and private equity industries bring to the board expertise in financial markets, capital structure and mergers and acquisitions. Mr. Meuse’s executive leadership roles throughout his career and his public company board experience also provide the board with risk management, strategic and operational and governance skillsets.


						Michael H. Thomas Continuing Director

Age: 76 Independent: Yes Director since: 2014 Class II Director Term Expires in 2027 Board Committees •Audit						Occupation Stonehenge Partners, Inc., privately held mezzanine and equity investment firm and provider of financial and advisory services •Retired partner, provided counsel in investment origination, portfolio asset management and disposition of investments (1999-2014) Education •University of Notre Dame, B.A. in Business Administration Experience •JMAC, Inc., privately held investment company, directing investments in the financial services, publishing, health care, real estate and manufacturing sectors and responsible for the owners’ financial, estate and income tax planning, Executive Vice President and Treasurer •Ernst & Young LLP Columbus, Ohio tax practice, Manager Other Board Service •Served as a director of the Company’s predecessor (2004-2011) Qualifications and Skills Mr. Thomas’ significant business and investment experience brings to the Board executive leadership, capital structure, mergers and acquisitions, risk management and human capital skills. His longstanding service as a board member of the Company and its predecessor gives him a broad perspective of the housing industry and the Company’s culture and business strategy and risk oversight.


						Jeffrey W. Edwards Continuing Director

Age: 62 Chairman since: 1999 Independent: No Director since: 1999 Class III Director Term Expires in 2028 Board Committees: None						Occupation Installed Building Products, Inc., •President (2011-present), Chief Executive Officer (2004-present) and Chairman (1999-present) Education •Miami University, B.S. in Marketing Experience •Officer and strategist for several family-owned companies across a variety of industries, including multi-family and student housing development and management, industrial tool distribution, wholesale building supply, homebuilding, restaurants, real estate development and real estate brokerage •Commercial and mixed real estate development throughout the U.S. Other Board Service •Nationwide Children’s Hospital (April 2025-present) •Battelle, a leading independent research and development organization, serving governmental and commercial clients in the national security, energy, health and environmental sectors, non-voting member (November 2023-January 2024), voting member (January 2024-present), HR, Compensation and Governance committee (January 2024-present) •Director of the Company’s predecessor (2004-2011) •Columbus Museum of Art, Honorary Trustee •The Salvation Army, Emeritus Board Member (2016-present) •The Policy Advisory Board of Harvard University’s Joint Center for Housing Studies (2019-present) •The Columbus Foundation, a non-profit community foundation, governing and audit committees (2019-present) •The Columbus Partnership (2017-present) •Downtown Columbus, Inc., steering committee (2021-present) Qualifications and Skills As an industry leader with over 30 years of experience in the building products industry and in his roles as our CEO and Chairman, Mr. Edwards brings to the Board significant senior leadership, housing and construction industry knowledge, and strategic, operational and mergers and acquisitions experience. As founder of the Company, Mr. Edwards has unique knowledge and experience in the Company’s culture, business development, strategy and operations.


						Lawrence A. Hilsheimer Continuing Director

Age: 68 Independent: Yes Director since: 2014 Class III Director Term Expires in 2028 Board Committees •Audit (Chair) • Nominating and Corporate Governance						Occupation Greif, Inc., a publicly traded global leader in industrial packing products and services •Executive Vice President and Chief Financial Officer (2014–present) Education •The Ohio State University Fisher College of Business, B.A. in Business Administration •Capital University Law School, J.D. Experience •The Scotts Miracle-Gro Company, a publicly traded manufacturer of branded consumer lawn and garden products, Executive Vice President and Chief Financial Officer •Nationwide Mutual Insurance Company, a provider of property and casualty insurance and financial services, Executive Vice President and Chief Financial Officer; President and Chief Operating Officer of multiple business units, including Nationwide Direct and Customer Solutions and Nationwide Retirement Plans •Deloitte & Touche USA, LLP, Vice Chairman and Regional Managing Partner Other Board Service •Root, Inc., the publicly traded parent of Root Insurance Company (October 2021-present), chair of audit committee, lead independent director •Root Insurance Company (2017-present), chair of audit committee (2017-present) •National Veteran’s Memorial and Museum Foundation Board (November 2021- present) •Battelle for Kids (2012-present), member of finance committee Qualifications and Skills Mr. Hilsheimer’s broad business background and corporate finance and public accounting roles bring to the Board public company financial reporting, capital structure, public board service, executive leadership and technology experience. Mr. Hilsheimer’s CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors aids the Board’s understanding of the cybersecurity threat landscape and assists the Board in overseeing an effective risk management program.


						Janet E. Jackson Continuing Director

Age: 73 Independent: Yes Director since: 2014 Class III Director Term Expires in 2028 Board Committees •Compensation and Human Capital (Chair) • Nominating and Corporate Governance						Occupation United Way of Central Ohio, a nonprofit organization and one of the largest United Way affiliates in the U.S. •Retired President and Chief Executive Officer (2003-2017) Education •Wittenberg University, B.A. in History •National Law Center at The George Washington University, J.D. Experience •City Attorney, Columbus, Ohio •Municipal Court Judge, Franklin County, Ohio •First woman and first African American to hold her position at United Way and to be elected as Columbus City Attorney, and the first African American female judge in Franklin County, Ohio Other Board Service •Wittenberg University (2016- May 2024), governance and board affairs committee (2018- May 2024), advancement and alumni relations committee (2017- May 2024), enrollment management committee (2016-2018), academic and student life committee (2016-2019) and finance and investments committee (2020-May 2024) •City of Columbus Civilian Police Review Board, chair (April 2021-April 2023) Qualifications and Skills Ms. Jackson’s significant leadership experience and extensive background in public service bring to the Board executive leadership, strategic and operational and human capital skills. The Board also benefits from Ms. Jackson’s legal background, judgment and input on community investment and engagement and inclusion and belonging.



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	125,000	125,000	—	250,000

Lawrence A. Hilsheimer	112,500	125,000	—	237,500

Janet E. Jackson	110,000	125,000	—	235,000

David R. Meuse	95,000	125,000	—	220,000

Marchelle E. Moore	102,500	125,000	—	227,500

Robert H. Schottenstein	85,000	125,000	—	210,000

Michael H. Thomas	90,700	125,000	—	215,700



			ü			THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF MICHAEL T. MILLER, MARCHELLE E. MOORE AND ROBERT H. SCHOTTENSTEIN AS DIRECTORS. THE BOARD BELIEVES THAT EACH NOMINEE POSSESSES QUALIFICATIONS AND ATTRIBUTES THAT ARE CRITICAL FOR THE EFFECTIVE RISK OVERSIGHT OF THE COMPANY AND ARE RELEVANT TO THE OVERSIGHT OF OUR BUSINESS, STRATEGY AND OPERATIONS.



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 its 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 and a Director, see Footnotes 3 and 9 in the “Stock Ownership Table” beginning on page 89).


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



			Board of Directors


			• The Board is responsible for oversight of the identification, assessment, prioritization and monitoring of enterprise risks and the development of a framework of comprehensive policies and procedures to manage material risks • The Board fulfills its responsibility both directly and through its standing committees • The Board ensures that actions are being taken to promote a strong culture of compliance and risk-adjusted decision making in our overall business strategy and day-to-day business operations • The Board is responsible for leadership succession planning for our most senior executives, including the Chief Executive Officer, and reviews short-term and long-term succession plans on an annual basis



			Management


			•Responsible for identifying material risks facing the Company, evaluating and prioritizing those risks, and developing plans, processes and controls to monitor, manage and mitigate the risks •Regularly assesses all enterprise risks and mitigation plans, processes and controls, including through regular meetings of the Sarbanes Oxley steering committee, information security committee and enterprise risk committee •Develops robust risk assessment practices, including auditing procedures, internal controls over financial reporting, whistleblower program and other compliance policies and programs •Reviews enterprise risks with the Board and its committees and advises the Board concerning major risk exposure and the steps taken to monitor, mitigate or eliminate material 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


Audit Committee

Chair: Lawrence A. Hilsheimer Other Members: Margot L. Carter Michael H. Thomas						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.

Meetings in 2025: 7 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

						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						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.

Meetings in 2025: 5 All members are: independent under NYSE rules; “non-employee directors” under SEC rules; and “outside directors” under the Internal Revenue Code						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. CHC Committee Interlocks and Insider Participation During 2025 no officer, former officer or employee of the Company served as a member of our CHC Committee, and none of our executive officers served as a member of the board of directors or the compensation committee of any entity whose executive officers served on our Board or CHC Committee.


Nominating and Corporate Governance Committee

Chair: Margot L. Carter Other Members: Lawrence A. Hilsheimer Janet E. Jackson Marchelle E. Moore Meetings in 2025: 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 3 in the “Stock Ownership Table” beginning on page 89.


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 and for a Director in connection with a pledge of Company stock to secure a loan. For additional details, see Footnotes 3 and 9 in the “Stock Ownership Table” beginning on page 89.



Fiberglass Insulation Installation Services. The most common type of insulation we install is 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 2025, we reclaimed 2.8 million pounds of scrap material that would otherwise have been placed in a landfill and insulated over 4.2 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 2025, Advanced Fiber Technology, our manufacturing plant located in Bucyrus, Ohio and Carolina Precision Fibers, our manufacturing plant located in Ronda, North Carolina (which we acquired in September, 2025), produced 93,894 tons of cellulose products consisting of a minimum of 85% post-consumer recycled waste paper and cardboard. The two plants processed approximately 88,744 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 38% of our total electricity consumption in 2024, 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 70,000 pounds annually.


Ethnicity			(%)
Hispanic or Latino			47.2%
White			40.3%
Black or African American			4.7%
Other			7.8%


Age			(%)
<20			1.4%
20-29			21.7%
30-39			27.3%
40-49			25.3%
50-59			16.0%
60-69			7.3%
70-79			1.0%