DEF 14A of Installed Building Products, Inc., Apr 11, 2024

DEF 14A of Installed Building Products, Inc.

Filed Apr 11, 2024 · FY20230001193125-24-092539

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  1. Director Skills, Experience and Background

    Director Skills, Experience and Background The following biographical information regarding each director nominee and director continuing in office is as of April 11, 2024. In addition to age and tenure as a director, it includes information about each individual’s principal occupation, professional experience, educational background and certain other experience, attributes, qualifications and skills that make the director a valuable member of the Board.

  2. Director Skills, Experience and Background

    | | Margot L. Carter Director Nominee | | Age 56 Presiding Independent Director since 2014 Independent Yes Director Since 2014 Class II Director Term Expires in 2024 Board Committees ✓ Audit Committee ✓ Nominating and Corporate Governance Committee (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) ∎ Interior Logic Group, a technology enabled building materials business (2017-2019) ∎ 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 Ms. Carter’s experience in the technology, real estate and construction industries and her service as a director of a public company in the building materials industry bring to the Board knowledge of the housing and construction industries, corporate governance and technology and cybersecurity. Ms. Carter has extensive experience in mergers and acquisitions and business development, which provide insight for the Company’s growth strategies. Her experience as general counsel and service on board committees give her insight into the dynamics of a corporate board, risk oversight and human capital and environmental, social and governance issues. |

  3. Director Skills, Experience and Background

    | | David R. Meuse Director Nominee | | Age 78 Independent Yes Director since 2020 Class II Director Term Expires in 2024 Board Committees ✓ Compensation and Human Capital Committee | 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 Other Board Service ∎ 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) ∎ Service on non-profit boards, including REV Ventures and The Columbus Foundation, a nonprofit community foundation Qualifications 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. |

  4. Director Skills, Experience and Background

    | | Michael H. Thomas Director Nominee | | Age 74 Independent Yes Director since 2014 Class II Director Term Expires in 2024 Board Committees ✓ Audit Committee | 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 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’s predecessor gives him a broad perspective of the housing industry and the Company’s culture and business strategies. |

  5. Director Skills, Experience and Background

    | | Jeffrey W. Edwards Continuing Director | | Age 60 Chairman since 1999 Independent No Director since 1999 Class III Director Term Expires in 2025 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, real estate development and real estate brokerage ∎ Commercial and mixed real estate development throughout the U.S. Other Board Service ∎ 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 ∎ Director of the Company’s predecessor (2004-2011) ∎ Columbus Museum of Art ∎ The Salvation Army, Emeritus Board Member ∎ The Policy Advisory Board of Harvard University’s Joint Center for Housing Studies ∎ The Columbus Foundation, a non-profit community foundation, governing committee ∎ The Columbus Partnership ∎ The Columbus Downtown Development Corporation Qualifications 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 direct knowledge and experience in the Company’s culture, business development, strategy and growth. |

  6. Director Skills, Experience and Background

    | | Lawrence A. Hilsheimer Continuing Director | | Age 66 Independent Yes Director since 2014 Class III Director Term Expires in 2025 Board Committees ✓ Audit Committee (Chair) ✓ Nominating and Corporate Governance Committee | 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-January 2021) ∎ National Veteran’s Memorial and Museum Foundation Board (November 2021- present) ∎ Battelle for Kids (2012-2018), member of finance committee Qualifications 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. |

  7. Director Skills, Experience and Background

    | | Janet E. Jackson Continuing Director | | Age 71 Independent Yes Director since 2014 Class III Director Term Expires in 2025 Board Committees ✓ Compensation and Human Capital Committee (Chair) ✓ Nominating and Corporate Governance Committee | 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-present), governance and board affairs committee (2018-present), advancement and alumni relations committee (2017-present), enrollment management committee (2016-2018), academic and student life committee (2016-2019) and finance and investments committee (2020-present) ∎ City of Columbus Civilian Police Review Board, chair (April 2021-April 2023) Qualifications 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 diversity, equity and inclusion. |

  8. Director Skills, Experience and Background

    | | Michael T. Miller Continuing Director | | Age 59 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 As our Chief Financial Officer and Executive Vice President of Finance for more than 20 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 skills in public company financial reporting, internal controls and public board service. |

  9. Director Skills, Experience and Background

    | | Marchelle E. Moore Continuing Director | | Age 51 Independent Yes Director since 2023 Class I Director Term Expires in 2026 Board Committees ✓ Compensation and Human Capital Committee ✓ Nominating and Corporate Governance Committee | 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 Diversity 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 (October 2017-December 2022), Senior Vice President, Chief Legal Officer & Corporate Secretary ∎ 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 ∎ The Columbus Foundation/Community Foundations, Inc., a non-profit community foundation (January 2021-present) ∎ Encova Foundation of Ohio (formerly The Motorists Insurance Companies Foundation) (April 2018-present), a non-profit corporate foundation, president (December 2022-present) ∎ CampusParc Management, Inc./OSU Management GP, Inc., corporation created to manage parking system (2017-July 2021) Qualifications 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 Diversity 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 diversity, equity and inclusion. |

  10. Director Skills, Experience and Background

    | | Robert H. Schottenstein Continuing Director | | Age 71 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 (1977-1990) Other Board Service ∎ Served as a director of our Company (April 2014–March 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 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. |

  11. Director Compensation

    Director Compensation The Board of Directors annually reviews and determines the compensation of our non-employee directors, taking into account the recommendations of the Compensation and Human Capital Committee (“CHC Committee”). Our executive officers have no role in determining the amount or form of non-employee director compensation. The Board and the CHC Committee consider current business and industry circumstances and the director compensation paid within our peer group, which is the same peer group used in reviewing the compensation of our executives. The Board believes that non-employee director compensation should be competitive to ensure that we attract and retain qualified non-employee directors, and that compensation should include an equity component to align the long-term interests of our non-employee directors with those of our stockholders. The Board does not have a pre-established policy or target for allocation between cash and equity and determines the mix of compensation based on what it believes is most appropriate under the circumstances. In 2023, the CHC Committee engaged Meridian Compensation Partners, LLC, an independent executive compensation consulting firm (“Meridian”), to review our non-employee director compensation program and to conduct market comparisons similar to those performed for our executive officer compensation program. See Compensation Discussion and Analysis –“Section 2 – How We Determine Pay – Our Executive Compensation Process – Role of Compensation Consultants and Competitive Positioning.” The Committee discussed various alternatives proposed by Meridian, and made the decision to recommend to the full Board an increase both cash and equity components to a level that brings our non-employee director compensation close to that of the median of our peer group. The Board approved the recommended changes effective December 1, 2023, which are reflected in the table below. The CHC Committee intends to engage Meridian or a similar firm to review our director compensation program approximately every two years.

  12. Director Compensation

    | 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 |

  13. Director Compensation

    Annual equity awards are awarded on the date of the Annual Meeting of Stockholders, based on the closing market price of our common stock on that date. Directors appointed to the Board at other times during the year receive a pro rata equity award. Our 2023 Omnibus Incentive Plan provides that total cash and equity compensation to any individual non-employee director may not exceed $400,000 in any fiscal year. Non-employee directors are entitled to reimbursement for their reasonable expenses to attend Board and committee meetings, but do not receive fees for meeting attendance. Directors who are employees of the Company receive no compensation for their service as directors. We maintain directors’ and officers’ liability insurance and have entered into indemnification agreements with each of our directors. We do not provide incentive awards or retirement plans for our non-employee directors.

  14. Director Compensation Table

    Director Compensation Table The following table presents the total compensation paid in 2023 (i) to each non-employee director and (ii) to Mr. Verma, an employee of the Company in 2023 who was a director until May 2023, but who received no compensation for his Board service, as noted below. Directors’ fees are paid quarterly.

  15. Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Margot L. Carter | 120,000 | 100,000 | - | 220,000 | | Lawrence A. Hilsheimer | 102,500 | 100,000 | - | 202,500 | | Janet E. Jackson | 100,000 | 100,000 | - | 200,000 | | David R. Meuse | 85,000 | 100,000 | - | 185,000 | | Marchelle E. Moore(4) | 32,527 | 100,000 | - | 132,527 | | Robert H. Schottenstein | 75,000 | 100,000 | - | 175,000 | | Michael H. Thomas | 91,000 | 100,000 | - | 191,000 | | Vikas Verma(5) | - | 202,684 | 409,000 | 611,684 |

  16. Director Compensation Table

    | (1) The amounts in this column represent all earned retainers. Ms. Carter and Messrs. Hilsheimer and Thomas agreed in advance to waive $10,000, $10,000 and $4,000, respectively, in order to assist the Company in funding awards under our Foundation. |

  17. Director Compensation Table

    | (2) Represents an annual grant of restricted stock having a fair value of $100,000 on the grant date (May 25, 2023), computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”), based on the closing price of our common stock ($107.05) on the grant date. The restricted stock awards vest on the earlier to occur of (i) the one year anniversary of the grant date, (ii) immediately prior to the annual meeting of the Company’s stockholders occurring after the grant date, or (iii) the director’s death, subject in the cases of (i) and (ii) to the director’s continued service through the vesting date. See footnote (5) for a summary of Mr. Verma’s employee restricted stock award. |

  18. Director Compensation Table

    | (3) No director held stock options as of December 31, 2023. |

  19. Director Compensation Table

    | (4) Ms. Moore was elected to the Board at the 2023 Annual Meeting of Stockholders. |

  20. Director Compensation Table

    | (5) As an employee of the Company, Mr. Verma was paid no compensation for his Board service. The amount under the “Stock Awards” column represents a time-based employee restricted stock award having a fair value of $202,684 on the grant date (April 13, 2023) computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock ($111.61) on the grant date. The restricted stock vests in three equal installments (rounded to the nearest whole share) on each of April 20, 2024, April 20, 2025 and April 20, 2026 (the restricted stock vested on January 2, 2024 due to Mr. Verma’s retirement). The amount specified under the “All Other Compensation” column reflects the following compensation paid to Mr. Verma as an employee in 2023: (i) a salary of $400,000, a portion of which was deferred under our non-qualified deferred compensation plan and (ii) other compensation consisting of Company-paid club dues of $9,000. |

  21. Board Structure and Responsibilities

    | ∎ | Executive and non-employee director compensation; |

  22. Certain Significant Employees

    Certain Significant Employees

  23. Certain Significant Employees

    | Jay P. Elliott Age 63 Executive Vice President - Business Strategy and Development | Mr. Elliott served as our Chief Operating Officer from 2013 through December 2023. He was named Executive Vice President - Business Strategy and Development effective January 2024. He joined the Company in April 2002 as our Regional Operations and Business Integrations Manager. Prior to joining us, Mr. Elliott worked with E&Y Corporate Finance, LLC in restructuring advisory services. Mr. Elliott’s experience includes ten years with Owens Corning in several roles, including new business development, market management and corporate strategic planning. Mr. Elliott spent three years with IBM and began his career with Westinghouse Electric Corp. He earned an M.B.A. from Cornell University Johnson Graduate School of Management, a B.E. from Dartmouth College Thayer School of Engineering, and an A.B. from Colgate University. | | Randall A. Hall Age 62 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. | | William W. Jenkins Age 67 Senior Vice President, Purchasing and Supply Chain | Mr. Jenkins has been our Senior Vice President, Purchasing and Supply Chain since March 2015 and served as our Director of Internal Audit from September 2013 until March 2015. From 2011 to 2013, he served as a Regional President and served as our President from 1998 to 2011. Prior to joining the Company, Mr. Jenkins held senior management positions with Midwest Wholesale Building Materials, a building products wholesaler and BuyOhio Realtors. Mr. Jenkins began his career with Ernst & Young LLP, where he progressed to become a Senior Manager. He graduated from The Ohio State University with a B.S. and was licensed as a CPA in the State of Ohio. | | R. Scott Jenkins Age 68 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. |

  24. Certain Significant Employees

    | Martin J. Luffy Age 64 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 67 General Counsel and Secretary | Ms. McBride joined the Company in 2005 as General Counsel and Secretary. Prior to joining the Company, she worked as an attorney at the law firm of Calfee, Halter & Griswold, representing corporate and institutional clients in the areas of mergers and acquisitions, secured credit transactions, subordinated debt financings, common and preferred equity investments, organizational restructuring and general corporate matters. Before joining Calfee, Halter & Griswold in 2001, Ms. McBride served as legal counsel for Nationwide Mutual Insurance Company in the Nationwide Enterprise Office of Investments and also served as legal counsel for various investment funds at Banc One Capital. Her experience includes representing corporate and institutional clients at the law firms of Squire Patton Boggs and Kegler, Brown, Hill & Ritter. From 1983 to 1989, Ms. McBride served as a law clerk to the Honorable John D. Holschuh and the Honorable Mark R. Abel in the United States District Court for the Southern District of Ohio. Ms. McBride earned a J.D. and a B.A. from The Ohio State University. | | Matthew J. Momper Age 63 Regional President | Mr. Momper has been a Regional President since 2008. Since joining us, Mr. Momper has been responsible for the management of operations in several states, including Wisconsin, Indiana, Ohio and Illinois. Prior to joining the Company, he served as President of Momper Insulation Inc., a family business, which he joined in 1984. Mr. Momper was responsible for significant growth of Momper Insulation Inc., and the strategic decision to join that company with us in 1998. He received a B.S. from Ball State University and an M.B.A. from Drake University. Mr. Momper served on the Board of Trustees for Ball State University for 16 years and is currently the Board for the Allen County Building Department. | | Warren W. Pearce Age 65 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 47 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 owned a meeting planning 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 62 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. |

  25. Certain Significant Employees

    | CHC Committee Report | | The CHC Committee has reviewed the Compensation Discussion and Analysis (“CD&A”) included in this Proxy Statement and has discussed the CD&A with members of the management team involved in the compensation process. Based on such review and discussions, the CHC Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. CHC Committee Janet E. Jackson (Chair) David R. Meuse Marchelle E. Moore |

  26. Section 1 – Executive Summary

    See “Additional Information – Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. Figures above reflect year-over-year increases. Pay for Performance Our executive compensation philosophy is to provide a competitive compensation package weighted toward Company performance and aligned with our stockholders’ long-term interests. A significant percentage of our executives’ compensation is at risk and based on Company performance. The CHC Committee believes that our executive compensation program drives performance and increases stockholder value. The CHC Committee believes that total compensation for the Company’s named executive officers should align with the Company’s financial and strategic objectives and sustained growth, as well as individual performance, level of responsibility and experience. Consistent with that philosophy, in 2023 approximately 85.0% of our Chief Executive Officer’s and an average of 70.5% of our other named executive officers’ total target compensation reflected our continued emphasis on at-risk compensation linked with the Company’s operational and financial performance. Any incentive compensation earned by our NEOs depends upon the Company’s achieved Adjusted EBITDA during the performance period as compared against the target set in advance by the CHC Committee. Performance-based restricted stock is awarded as a number of shares rather than a fixed dollar amount, so the value of the restricted stock award fluctuates with our stock price during the performance period and the additional two year vesting period, strongly aligning the interests of our NEOs with the interests of our stockholders. 2023 Say-on-Pay Voting Results Our executive compensation program received strong support from our stockholders in 2023, with 95% the votes cast at the 2023 Annual Meeting of Stockholders voting in favor. The CHC Committee believes that this level of support is indicative of our stockholders’ strong support of our compensation practices and pay for performance alignment, and influenced its decision to retain the core elements of our executive compensation program. 2023 Named Executive Officers

  27. Section 1 – Executive Summary

    | Name | Base Salary ($)(1) | Performance- Based Cash Award Earned ($) | Performance- Based Restricted Stock Award at Grant Date Fair Value ($) | Total ($) | | Jeffrey W. Edwards | 840,000 | 1,225,900 | 3,837,502 | 5,903,402 | | Michael T. Miller | 445,000 | 458,380 | 1,236,500 | 2,139,880 | | Jay P. Elliott | 485,000 | 346,450 | 1,279,089 | 2,110,539 | | W. Jeffrey Hire | 420,000 | 213,200 | 266,418 | 899,618 | | Jason R. Niswonger | 425,000 | 282,490 | 437,011 | 1,144,501 |

  28. Section 1 – Executive Summary

    | What We Do | What We Don’t Do | | ✓ Pay for Performance where a substantial percentage of compensation is based on achievement of objective pre-established performance metrics ✓ Balanced Compensation Mix of salary and performance-based cash bonuses and restricted stock awards ✓ Multi-year Vesting of Equity Awards over a two-year period after the performance target is met ✓ Limited Perquisites that are not available to other salaried employees ✓ Competitive Pay targeted near the median of our peer group ✓ Clawback Policy allowing recovery of incentive compensation under specified circumstances ✓ Meaningful Equity Ownership Requirements as a multiple of base salary ✓ Annual Say-on-Pay Vote on executive compensation | ✗ NO Tax Gross-Ups for perquisites or excise taxes ✗ NO Pension Plans or retirement benefits that are not available to other salaried employees ✗ NO Hedging or other monetization transactions involving Company securities (the Board has made an exception to the policy for our Chief Executive Officer, see Footnote 2 in the “Stock Ownership Table” beginning on page 73) ✗ NO Short Sales or other speculative transactions involving Company securities ✗ NO Option Repricing of underwater stock options without stockholder approval ✗ NO Single Trigger accelerated vesting of incentive awards upon a change in control without a qualifying loss of employment ✗ NO Pledging of Company securities as collateral or holding Company securities as collateral in a margin account (the Board has made an exception to the policy for our Chief Executive Officer, see Footnote 2 in the “Stock Ownership Table” beginning on page 73) ✗ NO Employment Agreements for our executives other than our Chief Executive Officer |

  29. Section 2 – How We Determine Pay

    | ∎ | To attract, motivate and retain exceptional executives who are critical to successful execution of the Company’s growth strategy, long-term Company performance and the creation of stockholder value. |

  30. Section 2 – How We Determine Pay

    | ∎ | Competitive Pay. Our compensation program is designed to attract, retain, motivate and reward top talent through pay elements that are flexible and competitive with our peers. |

  31. Section 2 – How We Determine Pay

    | ∎ | Aligned with Stockholders. A significant portion of our executives’ compensation is in the form of at-risk performance-based cash awards and performance-based equity awards that, if earned, vest over an additional two years after the end of the performance period. We award restricted stock based on a number of shares, rather than a dollar value, so the value of an executive’s equity-based award fluctuates with the price of our common stock during the performance period and the vesting period, which aligns the long-term interests of our executives with those of our stockholders. In furtherance of this principle, our NEOs are required to maintain levels of ownership of our common stock based upon a multiple of their salaries. |

  32. Section 2 – How We Determine Pay

    The CHC Committee considers the overall mix of cash and equity compensation, annual and long-term incentives and fixed and variable pay in determining our executive compensation program. The CHC Committee does not follow any pre-established policies, guidelines or formulas for allocating compensation mix, instead retaining flexibility by determining annually what it believes is the appropriate mix of compensation elements. Our Process Role of the CHC Committee. Our CHC Committee, comprised solely of independent directors, is responsible for the establishment, implementation, administration and oversight of our executive compensation program. During its regular first quarter meeting, the CHC Committee, in consultation with our Chief Executive Officer and Chief Financial Officer, determines incentive compensation earned by our NEOs based on the prior year’s performance and finalizes base salary, performance metrics and target incentive compensation levels for the current year. Later in the year, the committee reviews materials relating to peer group composition and other information that forms the basis for future decisions. The CHC Committee sets compensation consistent with our compensation philosophy and competitive with our peers, considering a balance of information including the experience, leadership, level of responsibility and performance of the executive team. While the CHC Committee consults with management and its independent compensation consultant in determining our compensation program, final authority rests solely with the committee. For more information regarding the CHC Committee, see Corporate Governance – “Board Committee Oversight – CHC Committee.” Role of Executives. In the course of determining executive compensation, the CHC Committee solicits input from management. The committee believes this input is valuable because of the Chief Executive Officer’s and Chief Financial Officer’s comprehensive knowledge of our business, operations and financial and strategic goals. Our Chief Executive Officer and Chief Financial Officer (i) provide data, analysis and recommendations to the CHC Committee regarding the Company’s compensation programs, (ii) annually evaluate the performance of our NEOs (other than themselves) based on each individual’s performance, length of service, experience, level of responsibility and achievement of Company strategic goals, and (iii) propose to the committee the performance metrics for target incentive awards. The CHC Committee from time to time delegates certain administrative duties to management and the human resources department. Role of Compensation Consultants. The CHC Committee engages Meridian Compensation Partners, LLC, (“Meridian”), as an independent consultant to assist the committee with its duties. Meridian reports directly to the committee. In July and November 2023, the CHC Committee engaged Meridian to perform a review of our executive compensation program and non-employee director compensation and to conduct market comparisons with our peer group. The committee considered Meridian’s advice in structuring our compensation program. The CHC Committee intends to engage Meridian or a similar firm to review our executive compensation and non-employee director compensation programs at least biannually. In connection with the engagement of Meridian, the committee considered and assessed all relevant factors, including those set forth in applicable SEC and NYSE rules, that could give rise to a potential conflict of interest. Based upon this review, the CHC Committee determined that engaging Meridian did not raise any conflict of interest. Competitive Positioning Meridian, in consultation with our management and CHC Committee, compiles reports of compensation data for executive officers and non-employee directors in our peer group. The data for executives includes base salary, target cash incentive compensation, long-term incentive awards, target total compensation and variable pay mix. Meridian compiles this data from the proxy disclosures of the peer group and from published surveys. Using the information provided by Meridian, the CHC Committee gauges the reasonableness and competitiveness of our executive compensation program. While the CHC Committee does not establish executive pay based solely on peer group data, it believes that our pay levels and practices should be within a range of competitiveness. The CHC Committee reviews Meridian’s report summarizing the target total cash compensation (base salary plus target annual incentive) and target total compensation (base salary plus target annual incentive plus long-term incentive) for each of our NEOs against benchmarks at the 25th, median and 75th percentiles of the market for positions comparable to those held by each of our NEOs. For retention, motivation and competitive considerations, the CHC Committee targets each NEO’s total cash compensation and total direct compensation levels at approximately the median of the peer group. To determine our peer group, Meridian recommended that the CHC Committee consider a number of factors for each potential peer company, including industry classification and business-specific characteristics (scope and products and services), size (revenue and market capitalization) and frequency of inclusion in the peer groups of other peers of the Company. The committee believes our selected peer group includes an appropriate representation of industry competitors and companies with which we compete for executive talent. For 2023, the CHC Committee selected the following 16 companies as our peer group. Peers are periodically added or eliminated due to acquisition or size changes to maintain a balance of appropriate size, market cap, revenue, similar industry and presence as a competitor for executive talent.

  33. Section 2 – How We Determine Pay

    | Peer Group | Market Cap(1) ($ in Millions) | Peer Group | LTM Revenue(2) ($ in Millions) | | TopBuild Corp. | $11,892 | Meritage Homes Corporation | $6,138 | | Simpson Manufacturing Co., Inc. | $8,448 | TopBuild Corp. | $5,195 | | Eagle Materials Inc. | $7,076 | M.D.C. Holdings, Inc. | $4,643 | | Meritage Homes Corporation | $6,350 | M/I Homes, Inc. | $4,034 | | Installed Building Products, Inc. | $5,194 | Tri Pointe Homes, Inc. | $3,715 | | Skyline Champion Corporation | $4,279 | Century Communities, Inc. | $3,692 | | M.D.C. Holdings, Inc. | $4,125 | Masonite International Corporation | $2,831 | | M/I Homes, Inc. | $3,836 | Installed Building Products, Inc. | $2,779 | | Tri Pointe Homes, Inc. | $3,436 | Griffon Corporation | $2,679 | | Griffon Corporation | $3,179 | LGI Homes, Inc. | $2,359 | | LGI Homes, Inc. | $3,138 | Eagle Materials Inc. | $2,253 | | Century Communities, Inc. | $2,896 | Simpson Manufacturing Co., Inc. | $2,214 | | Cavco Industries, Inc. | $2,886 | Skyline Champion Corporation | $1,980 | | Gibraltar Industries, Inc. | $2,404 | Cavco Industries, Inc. | $1,851 | | PGT Innovations, Inc. | $2,378 | PGT Innovations, Inc. | $1,504 | | Masonite International Corporation | $1,848 | Apogee Enterprises, Inc. | $1,399 | | Apogee Enterprises, Inc. | $1,179 | Gibraltar Industries, Inc. | $1,378 | | Peer Group Median | $3,436 | Peer Group Median | $2,679 | | Peer Group 75th Percentile | $5,194 | Peer Group 75th Percentile | $3,715 |

  34. Section 2 – How We Determine Pay

    | ∎ | Performance Metrics. Pre-established performance metrics designed to reward success without encouraging excessive risk taking. |

  35. Section 2 – How We Determine Pay

    | ∎ | Equity Vesting. Our executives are awarded performance-based restricted stock that, if earned, vests over two years of continued service, rewarding stability and sustained performance. |

  36. Section 2 – How We Determine Pay

    | ∎ | Other Factors. Other mitigating factors include benchmarking practices, oversight by a committee of independent directors and a mix of fixed and variable incentive compensation. |

  37. Section 3 – Elements of our Compensation Program

    Our executive compensation program includes both fixed components (base salary and benefits) and variable components (short- and long-term incentive awards) that are directly tied to our financial and operational performance. The CHC Committee annually considers the mix of compensation and may make adjustments after giving consideration to evolving circumstances, the individuals involved and their responsibilities and performance. The CHC Committee believes this mix of components is appropriate because it incentivizes our NEOs to focus on both short- and long-term success, aligns their interests with those of our stockholders and is consistent with peer group practices. The CHC Committee strives to achieve an appropriate balance among the elements of our compensation program, but does not apply any set formula in allocating the components. We do not provide perquisites or other special benefits to our executive officers that are not generally available to our salaried employees, other than auto leases or allowances (including insurance) and cell phones. We provide no pension plans or other retirement benefits to our executive officers other than our 401(k) plan, which is available to all of our eligible employees, and our non-qualified deferred compensation plan, which allows our executive officers and other highly compensated employees to defer a portion of their eligible compensation above 401(k) plan limits. Base Salary We provide base salaries to our NEOs to compensate them for performing day-to-day responsibilities and to provide competitive fixed pay to balance at-risk compensation. Base salary is intended to provide a fundamental level of compensation so that our executives do not feel pressured to take unnecessary or excessive risks or to focus on the price of our common stock. The CHC Committee reviews base salaries annually, in the first quarter of each year, and takes into consideration comparative peer group data, the scope of the executive’s responsibilities, skills, tenure, experience, individual contribution, retention objectives, internal pay equity and overall mix and aggregate amount of compensation elements. Salary adjustments, if any, typically become effective on April 1 of each year. Our Chief Executive Officer’s employment agreement provides for a minimum annual base salary of $600,000, but does not provide for guaranteed salary increases. See “Employment Agreement with Jeffrey W. Edwards” below for more information. Performance-Based Cash Incentives We provide our NEOs with annual performance-based cash incentive opportunities, which are designed to reward achievement of short-term performance goals. Incentive award opportunities are tied to the achievement of an objective pre-determined performance metric that is directly related to our financial performance for the year. In February of each year, the CHC Committee, after considering the recommendations of management, sets an annual financial performance target for the year based primarily on the Board-approved budget for the year and establishes for each NEO a target cash bonus expressed as a fixed dollar amount. The cash bonus earned may be above or below target, based on the degree to which the performance metric is met. If the performance metric is achieved at a minimum of 50%, at least some portion of the cash award is earned. Awards are capped at 200% of target. The executive generally must remain employed through the end of the performance period to be eligible for any cash bonus. In setting performance goals each year, the CHC Committee uses a one-year performance metric so that performance targets reflect current industry conditions, upon which the Company is heavily dependent. This approach takes into account that the Company operates in the residential and commercial construction industry, which is cyclical, seasonal and highly sensitive to macroeconomic and housing market factors over which our executives have no control, including interest rates; inflation; employment levels; housing demand; affordability; material prices; availability and pricing of mortgage financing; financial, political system and credit market stability; consumer confidence and general economic conditions. The CHC Committee currently uses Adjusted EBITDA as our performance metric because the committee believes that it serves as the best measure of the success of our growth strategies, provides an effective incentive to maximize operating profitability and aligns management awards with the financial interests of our stockholders. The CHC Committee believes Adjusted EBITDA is the most useful measure of profitability and operating performance as it measures changes in pricing decisions, cost controls and other factors that impact operating performance and removes the effect of our capital structure, asset base, items outside our control and volatility related to the timing and extent of activities such as asset impairments and non-core income and expenses. The annual performance target set by the CHC Committee is based on the budget approved by the Board and the annual and long-term business plan established at the beginning of each fiscal year and is intended to be challenging but fair. The budget and business plan are based upon certain assumptions and estimates of the housing and commercial markets, Company growth objectives and macroeconomic conditions. The performance target established by the CHC Committee in the first quarter is periodically adjusted throughout the year to account for the impact of completed acquisitions. The CHC Committee expects to continue to re-assess the performance metric selection and goal setting processes annually, including the potential addition of DEI&B and ESG factors. See “Additional Information – Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. Performance-Based Equity Incentives A substantial component of our executive compensation program consists of rewards for long-term growth and enhancement of stockholder value through the use of performance-based incentive equity awards. The award represents an opportunity, with the ultimate realized value of the award determined by our stock performance over the long term. The CHC Committee believes that long-term incentive compensation is an effective way to retain a strong executive team and provide them with incentives to focus on the Company’s long-term success. The CHC Committee grants target incentive awards of restricted stock to our NEOs that are performance-based over a one year performance period and which, if earned, vest over two years of continued service after the performance goal is met. The CHC Committee has determined to use a one-year performance metric of Adjusted EBITDA for the reasons outlined in “Performance-Based Cash Incentives” above. In order to achieve a balance between the advisability of setting an annual performance metric and our desire to align the interests of our NEOs with the long-term interests of our stockholders, the CHC Committee added the time-vesting component to the performance-based awards. Performance-based restricted stock target awards are based on a fixed number of shares, rather than a dollar amount, so that the value of the executive’s award fluctuates with the price of our common stock during the performance period, the vesting period and thereafter. Performance-based restricted stock awards actually earned may be above or below the target award, based on the degree to which the performance metric is met. If the performance metric is achieved at a minimum of 50%, at least a portion of the restricted stock is earned and vests in equal installments over the next two years, generally subject to the NEO’s continued employment on the applicable vesting date. Awards are capped at 200% of target.

  38. Section 3 – Elements of our Compensation Program

    The CHC Committee believes that the additional two-year vesting period serves as a valuable retention incentive for our NEOs, whose skills and experience are sought after within the industry. The committee also believes that granting long-term restricted stock awards aligns the executive officers’ interests directly with those of our stockholders, as the executive officers will realize greater or lesser value based on our stock price during the performance and vesting period, which will parallel that of our stockholders over the same period. The CHC Committee further believes the restricted stock awards focus our NEOs on our long-term performance and discourages excessive risk-taking in the short-term.

  39. Section 4 – What We Paid in 2023

    | Name | Target Cash Incentive ($) | Earned Cash Incentive ($) | Earned Cash Incentive as a Percentage of Total Compensation (%) | | Jeffrey W. Edwards | 1,150,000 | 1,225,900 | 20.7 | | Michael T. Miller | 430,000 | 458,380 | 21.2 | | Jay P. Elliott | 325,000 | 346,450 | 16.3 | | W. Jeffrey Hire | 200,000 | 213,200 | 23.0 | | Jason R. Niswonger | 265,000 | 282,490 | 24.3 |

  40. Section 4 – What We Paid in 2023

    The performance-based incentive cash awards earned by our NEOs for 2023 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below. 2023 Performance-Based Incentive Equity Awards In February 2023, the CHC Committee met to consider and finalize the performance metric for our 2023 performance-based incentive equity awards. The committee determined, for the reasons outlined in “Section 3 – Elements of Our Compensation Program – Performance-Based Cash Incentives” above, to use a one-year performance metric of Adjusted EBITDA. The target chosen by the CHC Committee for the incentive equity award program was the same as that chosen for the incentive cash award program. In order to achieve a balance between setting an annual performance metric and its desire to align the interests of our NEOs with the long-term interests of our stockholders, the CHC Committee adds a time-vesting component to the performance-based equity awards. The performance-based restricted stock awards actually earned by an executive may be above or below the target award, based on the degree to which the performance metric is met. Similar to performance-based cash awards, no equity award would be earned if the Company’s actual Adjusted EBITDA during 2023 was less than 50% of the target, as adjusted for acquisitions, and awards were capped at 200% of target. Target awards are based on a number of shares rather than a dollar amount, so that the potential value of the award fluctuates with the price of our common stock during both the performance period and the vesting period, aligning executive compensation with stockholder value. In February 2024, the CHC Committee met to review the results of the Company’s financial performance against the target performance metric. Consistent with the incentive cash award program, the Company’s final Adjusted EBITDA target, as adjusted for the impact of acquisitions during the year, was $455.9 million. Actual Adjusted EBITDA was $485.9 million, or approximately 106.6% of target. Due to the significant increase in the price of our common stock between the grant date ($109.76) and the date upon which the award was earned ($205.96), the value of the NEOs equity awards correspondingly increased in alignment with stockholder value. The following table reflects each NEO’s 2023 target incentive restricted stock award, earned incentive restricted stock award and the fair value of the awards at the grant date and the date upon which the award was earned.

  41. Section 4 – What We Paid in 2023

    | Name | Target Restricted Stock (#) | Target Restricted Stock Potential Payout Grant Date Fair Value ($)(1) | Earned Restricted Stock (#) | Earned Restricted Stock Fair Value ($)(2) | | Jeffrey W. Edwards | 32,798 | 3,599,908 | 34,963 | 7,200,911 | | Michael T. Miller | 10,568 | 1,159,944 | 11,265 | 2,320,240 | | Jay P. Elliott | 10,932 | 1,199,896 | 11,654 | 2,400,157 | | W. Jeffrey Hire | 2,277 | 249,924 | 2,427 | 499,923 | | Jason R. Niswonger | 3,735 | 409,954 | 3,982 | 820,032 |

  42. Section 4 – What We Paid in 2023

    | (2) The earned fair value was determined by multiplying the closing price of the Company’s common stock on February 20, 2024 ($205.96) (the date of certification of the achievement of the performance metric) by the number of shares awarded. The restricted stock vests in equal installments over two years (subject to continued employment). The actual value on the vesting date will be based on the closing price of the Company’s common stock on that date. |

  43. Section 4 – What We Paid in 2023

    | Name | 2023 Target Cash Bonus ($) | 2024 Target Cash Bonus ($) | Increase (%) | 2024 Target Cash Bonus as a Percentage of Total Target Compensation (%) | | Jeffrey W. Edwards | 1,150,000 | 1,300,000 | 13.0 | 21.0 | | Michael T. Miller | 430,000 | 475,000 | 10.5 | 21.6 | | W. Jeffrey Hire | 200,000 | 225,000 | 12.5 | 23.7 | | Jason R. Niswonger | 265,000 | 290,000 | 9.4 | 23.1 |

  44. Section 4 – What We Paid in 2023

    Incentive Equity Compensation. The CHC Committee determined that each NEO is eligible to receive the target number of shares of restricted stock set forth in the table below, based on the achievement of performance goals. The performance metric and terms of the equity awards are the same as those used for incentive cash awards. If restricted stock is earned, it will vest in two equal installments on April 20, 2026 and April 20, 2027, generally subject to the NEO’s continued employment on each vesting date. The restricted stock vests in full in the event of an NEO’s death. The CHC Committee has discretion to adjust any award, even if fully earned.

  45. Section 4 – What We Paid in 2023

    | Name | 2023 Target Restricted Stock Target (#) | 2023 Target Restricted Stock Fair Market Value on Grant Date ($) | 2024 Target Restricted Stock Target (#) | 2024 Target Restricted Stock Fair Market Value on Grant Date ($)(1) | 2024 Target Restricted Stock Grant Date Fair Value as a Percentage of Total Target Compensation (%) | | Jeffrey W. Edwards | 32,798 | 3,599,908 | 19,421 | 4,000,000 | 64.5 | | Michael T. Miller | 10,568 | 1,159,944 | 6,069 | 1,250,000 | 56.8 | | W. Jeffrey Hire | 2,277 | 249,924 | 1,335 | 275,000 | 28.9 | | Jason R. Niswonger | 3,735 | 409,954 | 2427 | 500,000 | 39.8 |

  46. Summary Compensation Table

    Summary Compensation Table The following table contains information regarding the compensation paid to or earned by each of our named executive officers for the three most recently completed fiscal years.

  47. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jeffrey W. Edwards | 2023 | 829,231 | 3,837,502 | 1,225,900 | 39,541 | 5,932,174 | | President, Chief Executive Officer and Chairman | 2022 | 786,731 | 3,377,950 | 1,126,000 | 40,353 | 5,331,034 | | | 2021 | 741,692 | 2,703,051 | 878,514 | 28,020 | 4,351,277 | | Michael T. Miller | 2023 | 439,615 | 1,236,500 | 458,380 | 22,940 | 2,157,436 | | Executive Vice President and Chief Financial Officer | 2022 | 411,731 | 1,086,542 | 427,880 | 23,111 | 1,949,264 | | | 2021 | 370,500 | 931,559 | 342,717 | 22,693 | 1,667,470 | | Jay P. Elliott | 2023 | 478,808 | 1,279,089 | 346,450 | 24,256 | 2,128,604 | | Chief Operating Officer | 2022 | 456,162 | 1,125,880 | 315,280 | 21,901 | 1,919,223 | | | 2021 | 435,385 | 1,003,948 | 429,603 | 15,961 | 1,884,897 | | W. Jeffrey Hire | 2023 | 414,615 | 266,418 | 213,200 | 31,914 | 926,148 | | President, External Affairs | 2022 | 393,365 | 225,217 | 168,900 | 31,511 | 818,994 | | | 2021 | 367,154 | 144,778 | 125,502 | 31,172 | 668,605 | | Jason R. Niswonger | 2023 | 416,923 | 437,011 | 282,490 | 25,536 | 1,161,959 | | Chief Administrative and Sustainability Officer | 2022 | 384,385 | 315,119 | 197,050 | 12,153 | 908,706 | | | 2021 | 346,692 | 144,778 | 125,502 | 15,330 | 632,302 |

  48. Summary Compensation Table

    | (1) Amounts in this column for 2023 represent the aggregate grant date fair value of performance-based restricted stock awards granted February 20, 2023 based on 2022 performance, computed in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the number of shares of common stock that would be earned based on the probable outcome of the performance conditions by the closing price of $109.76 on the grant date. See Compensation Discussion and Analysis – “Section 4 – What We Paid in 2023 – 2023 Performance-Based Incentive Equity Awards,” and “Grants of Plan-Based Awards for 2023” and “Potential Payments Upon Termination or Change in Control” below for more information concerning the restricted stock awarded in 2023. |

  49. Summary Compensation Table

    | (2) Amounts in this column represent the performance-based cash incentives earned in the applicable fiscal year. |

  50. Summary Compensation Table

    | (3) The following table describes each component of the “All Other Compensation” column for 2023. |

  51. Summary Compensation Table

    | Name | Company Car ($) | Company Paid Car Insurance ($) | Company Paid Parking ($) | 401(K) Match ($) | Company Paid Mobile Phone ($) | All Other Compensation ($) | | Jeffrey W. Edwards | 30,399 | 2,757 | - | 1,477 | 4,907 | 39,541 | | Michael T. Miller | 15,451 | 2,757 | - | 4,204 | 528 | 22,940 | | Jay P. Elliott | 14,600 | 2,757 | 1,920 | 4,190 | 790 | 24,256 | | W. Jeffrey Hire | 21,103 | 2,757 | 1,920 | 5,625 | 509 | 31,914 | | Jason R. Niswonger | 17,176 | 2,757 | 1,920 | 2,923 | 760 | 25,536 |

  52. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table contains information regarding plan-based incentive awards granted to each of our NEOs for 2023 under our 2014 Omnibus Incentive Plan (made prior to the adoption of our 2023 Omnibus Incentive Plan).

  53. Grants of Plan-Based Awards for 2023

    | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Jeffrey W. Edwards | — | 575,000 | 1,150,000 | 2,300,000 | | | | | | Performance-Based | 2/20/2023 | | | | 16,399 | 32,798 | 65,596 | 3,837,502 | | Michael T. Miller | — | 215,000 | 430,000 | 860,000 | | | | | | Performance-Based | 2/20/2023 | | | | 5,284 | 10,568 | 21,136 | 1,236,500 | | Jay P. Elliott | — | 162,500 | 325,000 | 650,000 | | | | | | Performance-Based | 2/20/2023 | | | | 5,466 | 10,932 | 21,864 | 1,279,089 | | W. Jeffrey Hire | — | 100,000 | 200,000 | 400,000 | | | | | | Performance-Based | 2/20/2023 | | | | 1,139 | 2,277 | 4,554 | 266,418 | | Jason R. Niswonger | — | 132,500 | 265,000 | 530,000 | | | | | | Performance-Based | 2/20/2023 | | | | 1,868 | 3,735 | 7,470 | 437,011 |

  54. Grants of Plan-Based Awards for 2023

    | (1) The amounts shown reflect the threshold, target and maximum amounts that each NEO was eligible to receive for 2023 based on achievement of the Adjusted EBITDA performance target established by the CHC Committee. Actual payouts are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. The material terms of the 2023 non-equity incentive awards are described above under “2023 Performance-Based Incentive Cash Award.” A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure may be found under the heading “Additional Information – Use of Non-GAAP Financial Measures.” |

  55. Grants of Plan-Based Awards for 2023

    | (2) The amounts shown reflect the threshold, target and maximum amounts that each NEO was eligible to receive for 2023 performance based on achievement of the Adjusted EBITDA performance target established by the CHC Committee. Actual payouts are reported in the Summary Compensation Table under the “Stock Awards” column. The material terms of the 2023 equity incentive awards are described above under “2023 Performance-Based Incentive Equity Awards.” A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure may be found under the heading “Additional Information – Use of Non-GAAP Financial Measures.” |

  56. Grants of Plan-Based Awards for 2023

    | (3) Amounts in this column for 2023 represent the aggregate grant date fair value of performance-based restricted stock awards, computed in accordance with FASB ASC Topic 718. The grant date fair value was determined by multiplying the closing price of the Company’s common stock on February 17, 2023 ($109.76) by the number of shares that would be earned based on the probable outcome of the performance conditions. |

  57. Outstanding Equity Awards Table

    Outstanding Equity Awards Table The following table contains information regarding outstanding equity awards held by each of our NEOs as of December 31, 2023.

  58. Outstanding Equity Awards Table

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock that Have Not Vested ($)(1) | | Jeffrey W. Edwards(2) | 2/22/2021 | 10,959 | 2,003,524 | | | | (3) | 2/22/2022 | 32,802 | 5,996,862 | | | | (4) | 2/20/2023 | | | 34,963 | 6,391,936 | | Michael T. Miller(2) | 2/22/2021 | 3,777 | 690,511 | | | | (3) | 2/22/2022 | 10,551 | 1,928,771 | | | | (4) | 2/20/2023 | | | 11,265 | 2,059,467 | | Jay P. Elliott(2) | 2/22/2021 | 4,070 | 744,077 | | | | (3) | 2/22/2022 | 10,933 | 1,998,771 | | | | (4) | 2/20/2023 | | | 11,654 | 2,130,584 | | W. Jeffrey Hire(2) | 2/22/2021 | 587 | 107,315 | | | | (3) | 2/22/2022 | 2,187 | 399,827 | | | | (4) | 2/20/2023 | | | 2,427 | 443,704 | | (5) | 4/13/2023 | 5,375 | 982,658 | | | | Jason R. Niswonger(2) | 2/22/2021 | 587 | 107,315 | | | | (3) | 2/22/2022 | 3,060 | 599,429 | | | | (4) | 2/20/2023 | | | 3,982 | 727,989 |

  59. Outstanding Equity Awards Table

    | (1) The market value of unvested stock was determined by multiplying the closing price of the Company’s common stock on December 31, 2023 ($182.82) by the number of shares. |

  60. Outstanding Equity Awards Table

    | (2) Although the performance criteria was satisfied for the 2021 performance period, the shares remain subject to a vesting schedule. The shares vest April 20, 2024. |

  61. Outstanding Equity Awards Table

    | (3) Although the performance criteria was satisfied for the 2022 performance period, the shares remain subject to a vesting schedule. The shares vest in two equal installments (rounded to the nearest whole share) on April 20, 2024 and April 20, 2025. |

  62. Outstanding Equity Awards Table

    | (4) Although the performance criteria was satisfied for the 2023 performance period and certified on February 20, 2024, the shares remain subject to a vesting schedule. The shares vest in two equal installments (rounded to the nearest whole share) on April 20, 2025 and April 20, 2026. The number of shares shown as subject to these awards represent the number of shares certified as earned upon satisfaction of the performance criteria. |

  63. Outstanding Equity Awards Table

    | (5) Shares awarded April 13, 2023, which vest April 20, 2026. |

  64. Stock Vested as of December 31, 2023

    Stock Vested as of December 31, 2023 The following table contains information on equity awards held by our NEOs that vested in 2023.

  65. Stock Vested as of December 31, 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jeffrey W. Edwards | 27,152 | 3,307,657 | | Michael T. Miller | 9,444 | 1,150,468 | | Jay P. Elliott | 10,142 | 1,235,498 | | W. Jeffrey Hire | 12,093 | 1,473,169 | | Jason R. Niswonger | 15,152 | 1,845,817 |

  66. Stock Vested as of December 31, 2023

    | (1) The value realized on vesting was determined by multiplying the closing price of our common stock on the vesting date of April 20, 2023 ($121.82) by the number of shares vested. |

  67. Pension Benefits

    Pension Benefits We do not provide any qualified or non-qualified defined pension benefit plans for our NEOs. The CHC Committee may elect to adopt such plans in the future if it determines that doing so best serves the interests of the Company and our stockholders.

  68. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation In 2020, we adopted an unfunded non-qualified deferred compensation plan to allow our executive officers and other highly compensated employees to defer a portion of their eligible compensation above the limits in our 401(k) plan. The Company adopted a “rabbi trust” to fund benefits under the plan, which is an irrevocable trust, but is subject to the claims of the Company’s creditors. Under the terms of the plan, eligible individuals, including our named executive officers, may annually elect to defer a portion of eligible compensation, primarily base salary, commission and cash bonuses. Deferral elections are irrevocable once made and remain in effect for the calendar year of the election. The Company may elect to provide a discretionary matching contribution or a discretionary non-elective contribution in any year, but to date has not done so. Participants are immediately vested in contributions and earnings from contributions. Company matches and non-elective contributions and associated earnings vest after three years of service (except in the event of a change in control or when the participant reaches age 65, in which case both Company matches and non-elective contributions vest immediately). Participants may elect among a number of distribution options, including (i) either lump sum or payments over two to ten years upon separation from service; and (ii) lump sum or payments over two to ten years of all or a portion of the amount deferred in a given year, after at least three years following the year of deferral. The table below sets forth information concerning the amount of each NEO’s compensation that was deferred under our non-qualified deferred compensation plan in 2023.

  69. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Jeffrey W. Edwards | – | – | – | – | – | | Michael T. Miller | – | – | – | – | – | | Jay P. Elliott | – | – | – | – | – | | W. Jeffrey Hire | – | – | – | – | – | | Jason R. Niswonger | 50,346 | – | 17,695 | – | 145,469 |

  70. Non-Qualified Deferred Compensation

    | (1) Mr. Niswonger’s contribution of $50,346 is included in the “Base Salary” column of the Summary Compensation Table. |

  71. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. For 2023:

  72. Chief Executive Officer Pay Ratio

    | ∎ | the annual total compensation of our median employee was $59,029; |

  73. Chief Executive Officer Pay Ratio

    | ∎ | the annual total compensation of our CEO was $5,932,174; and |

  74. Chief Executive Officer Pay Ratio

    | ∎ | the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was approximately 101 to 1. |

  75. Chief Executive Officer Pay Ratio

    The methodology and material assumptions, adjustments, and estimates that we used for these calculations were as follows. We determined that, as of our testing date of December 31, 2023, our employee population consisted of 10,299 employees, including our CEO. After taking into consideration the adjustments permitted by SEC rules (by excluding 156 employees, 129 of whom were hired after the final pay period in December 2023 and 27 of whom were paid from multiple subsidiaries), our measurable employee population was 10,142 individuals. All of our employees are located in the United States. With respect to the annual total compensation used to determine our “median employee,” we used a consistently applied measure, which we applied separately for salaried and hourly employees. For salaried employees, we used base salary rate. For hourly employees, we estimated annual wages based on hourly wage rate and normal weekly schedule. For piece rate employees, we used earned production wages. For salespersons, wages included commissions. We annualized the compensation of employees who were employed on our December 31, 2023 testing date, but who worked less than a full year. Once we identified our median employee, we combined all of the elements of the employee’s compensation for 2023 in accordance with SEC rules, resulting in annual total compensation of $59,029. For the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to choose from a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their varied employee populations and compensation practices. The pay ratio reported by other companies may not be comparable to our reported pay ratio, as other companies have differing employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. Our pay philosophy is to pay our workforce competitively. We offer competitive pay based on industry specific compensation practices across our local markets, taking into account job responsibilities and individual performance. We believe both our CEO and our employee compensation programs are structured to attract and retain valuable talent necessary to drive profitable operations and enhance stockholder value.

  76. Pay Versus Performance

    Pay Versus Performance The following information has been prepared in accordance with the SEC’s pay versus performance rules under the Exchange Act. The tables and related disclosures contain information about the relationship between our executive compensation actually paid (as defined by SEC rules) and certain Company financial performance measures. The CHC Committee did not consider this information when making its executive compensation decisions in 2023 or in setting target compensation for 2024. For further information about how we align executive compensation with Company performance, see “Compensation Discussion and Analysis.” The amounts in the tables below are calculated in accordance with SEC rules and may not represent amounts actually earned or realized by our Principal Executive Officer (“PEO”) or Non-PEO Named Executive Officers.

  77. Pay Versus Performance

    | | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(4) | Value of initial Fixed $100 Investment Based On | | Net Income ($)(6) | Adjusted EBITDA ($)(7) | | Year | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(5) | | | | 2023 | 5,932,174 | 10,434,045 | 1,593,537 | 2,890,502 | 280 | 200 | 243,700,000 | 485,900,000 | | 2022 | 5,331,034 | 696,971 | 1,399,047 | 84,150 | 129 | 132 | 223,400,000 | 439,300,000 | | 2021 | 4,351,277 | 7,666,457 | 1,213,319 | 2,139,501 | 205 | 159 | 118,800,000 | 285,400,000 | | 2020 | 4,097,375 | 5,547,911 | 1,149,186 | 2,089,937 | 148 | 127 | 97,200,000 | 245,600,000 |

  78. Pay Versus Performance

    | (1) Jeffrey W. Edwards, our Chief Executive Officer, served as our PEO for each of 2023, 2022, 2021 and 2020. |

  79. Pay Versus Performance

    | (2) Compensation actually paid to our PEO in each of 2023, 2022, 2021 and 2020 reflects the amounts in the Summary Compensation Table Totals for PEO in the table above, adjusted as set forth in the table below, determined in accordance with SEC rules. |

  80. Pay Versus Performance

    | PEO | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table (SCT) Total Compensation | 5,932,174 | 5,331,034 | 4,351,277 | 4,097,375 | | - Aggregate change in actuarial present value of pension benefits | - | - | - | - | | + Service cost of pension benefits | - | - | - | - | | + Prior service cost of pension benefits | - | - | - | - | | - Stock award values reported in the SCT for the covered year | 3,837,502 | 3,377,950 | 2,703,051 | 2,502,713 | | - Option award values reported in the SCT for the covered year | - | - | - | - | | + Year end fair value for equity awards granted in the covered year that were outstanding and unvested at year end | 2,990,008 | 2,807,851 | 3,062,523 | 3,301,003 | | +/- Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered years | 4,254,444 | (2,062,567) | 2,053,206 | 1,850,633 | | + Vesting date fair value of equity awards granted and vested in the covered year | - | - | - | - | | +/- Year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | 983,445 | (2,093,505) | 892,293 | (1,198,387) | | - Fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | - | - | - | - | | + Dollar value of dividends/earnings paid on equity awards that vested in the covered year | 111,476 | 92,108 | 10,209 | - | | + Excess fair value for equity award modifications | - | - | - | - | | Compensation Actually Paid to PEO | 10,434,045 | 696,971 | 7,666,457 | 5,547,911 |

  81. Pay Versus Performance

    | (3) Our Non-PEO Named Executive Officers were Jay Elliott, Jeffrey Hire, Michael Miller and Jason Niswonger for each of 2023, 2022, 2021 and 2020. |

  82. Pay Versus Performance

    | (4) Average compensation actually paid to our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the amounts in the Summary Compensation Table Totals for non-PEO NEO’s in the third column of the table above, adjusted as set forth in the table below, determined in accordance with SEC rules. |

  83. Pay Versus Performance

    | Average for Non-PEO NEOs | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Average Summary Compensation Table (SCT) Total Compensation | 1,593,537 | 1,399,047 | 1,213,319 | 1,149,186 | | - Aggregate change in actuarial present value of pension benefits | - | - | - | - | | + Service cost of pension benefits | - | - | - | - | | + Prior service cost of pension benefits | - | - | - | - | | - Stock award values reported in the SCT for the covered year | 804,755 | 688,190 | 556,266 | 522,471 | | - Option award values reported in the SCT for the covered year | - | - | - | - | | + Year end fair value for equity awards granted in the covered year that were outstanding and unvested at year end | 627,041 | 547,498 | 630,242 | 1,308,093 | | +/- Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered years | 999,592 | (755,678) | 658,604 | 393,249 | | + Vesting date fair value of equity awards granted and vested in the covered year | - | - | - | - | | +/- Year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | 424,055 | (437,789) | 191,413 | (238,121) | | - Fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | - | - | - | - | | + Dollar value of dividends /earnings paid on equity awards that vested in the covered year | 51,032 | 19,261 | 2,190 | - | | + Excess fair value for equity award modifications | - | - | - | - | | Average Compensation Actually Paid to Non-PEO NEOs | 2,890,502 | 84,150 | 2,139,501 | 2,089,937 |

  84. Pay Versus Performance

    | (5) For each of the four fiscal years presented in the table, total shareholder return was calculated in accordance with Item 402(v) of Regulation S-K under the Exchange Act. For purposes of this pay versus performance disclosure, the peer group used was the S&P 600 Building Products Sub Industry GICS Level 4 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 600 Building Products Sub Industry GICS Level 4 Index, respectively. In 2022, our peer group consisted of two published industry indices: the Russell 2000 and the S&P 600 Building Products Sub Industry GICS Level 4 Index. TSR performance for these indexes, for the years ending December 31, 2020, 2021, 2022, and 2023, would have been: $120, $138, $110, and $129, respectively. |

  85. Pay Versus Performance

    | (6) Net income is rounded to the nearest hundred thousand. |

  86. Pay Versus Performance

    | (7) The CHC Committee has selected Adjusted EBITDA as the most important financial performance measure used to link our executive compensation to Company performance. See “ Additional Information – Use of Non-GAAP Financial Measures ” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. Adjusted EBITDA is rounded to the nearest hundred thousand. |

  87. Pay Versus Performance

    The following graphs describe the relationships between executive compensation actually paid as listed above in the pay versus performance table to Company Adjusted EBITDA, Company Net Income and Company and Peer Group Total Shareholder Return and the relationship between Company Total Shareholder Return to Peer Group Total Shareholder Return. See “ Additional Information – Use of Non-GAAP Financial Measures ” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. The following table lists the financial performance measure that we believe represents the most important financial measure used to link compensation actually paid to our executives to Company performance.

  88. Pay Versus Performance

    | Adjusted EBITDA | ● Performance-based incentive cash awards ● Performance-based incentive equity awards |

  89. Director Nominees for Inclusion in our Proxy Statement

    Director Nominees for Inclusion in our Proxy Statement In order to nominate a candidate for director at our 2025 Annual Meeting, stockholders must comply with Article I, Section 1.03 of our Bylaws. Stockholders wishing to nominate a candidate for director must provide notice no earlier than the close of business on January 23, 2025, and no later than the close of business on February 24, 2025. If the 2025 Annual Meeting is more than 30 days before, or more than 70 days after, the anniversary of this Annual Meeting, then notice must be received no earlier than the close of business 120 days prior to the 2025 Annual Meeting and no later than the close of business 90 days prior to the 2025 Annual Meeting (or 10 days following the date on which we publicly disclose the date of the 2025 Annual Meeting). Under our Bylaws, if the number of directors to be elected at an annual meeting of stockholders is increased and we do not make a public announcement naming the nominees for the additional directorship(s) at least 100 days prior to the anniversary of the previous year’s annual meeting, a stockholder nomination with respect to the additional directorship(s) will be considered timely if delivered to our Corporate Secretary no later than 10 days following the date when we publicly announce the increase in the number of directors. All stockholder nominations must set forth the information specified in Article I, Section 1.03 of our Bylaws and must be submitted in writing to our Corporate Secretary, Installed Building Products, Inc., 495 South High Street, Suite 50, Columbus, Ohio 43215. In addition to satisfying the requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025. A copy of our Bylaws may be obtained without charge from our Corporate Secretary at Installed Building Products, Inc., 495 South High Street, Suite 50, Columbus, Ohio 43215, or may be found on our website at www.installedbuildingproducts.com under the “Investors” section. A nomination or proposal that does not comply with our Bylaws and/or applicable SEC rules may be excluded from our proxy materials in accordance with applicable SEC rules. Please carefully review our Bylaws and applicable SEC rules prior to submitting any nominations or proposals.