DEF 14A of Installed Building Products, Inc.
Filed Apr 8, 2026 · FY20250001580905-26-000022
Table of Contents
| EXECUTIVE COMPENSATION | 73 | | Summary Compensation Table | 73 | | Grants of Plan-Based Awards for 2025 | 75 | | Outstanding Equity Awards Table | 77 | | Stock Vested as of December 31, 2025 | 78 | | Pension Benefits | 78 | | Non-Qualified Deferred Compensation | 78 | | Employment Agreements, Severance and Change in Control Benefits | 79 | | Chief Executive Officer Pay Ratio | 82 | | Pay Versus Performance | 83 | | STOCK OWNERSHIP INFORMATION | 89 | | Stock Ownership Table | 89 | | Securities Authorized for Issuance Under Equity Compensation Plans | 93 | | RELATED PARTY TRANSACTIONS | 95 | | Affiliate Purchases And Sales | 95 | | Real Property Leases | 95 | | Aircraft Lease and Ownership Agreement | 95 | | Share Repurchases | 96 | | Policies and Procedures for Related Party Transactions | 96 |
Proposal 1 – Election of Directors
Proposal 1 – Election of Directors Upon the recommendation of the Nominating and Corporate Governance Committee (“NCG Committee”), the Board has nominated and is submitting to a vote of our stockholders a proposal to elect Michael T. Miller, Marchelle E. Moore and Robert H. Schottenstein as Class I directors to serve for three-year terms. Each nominee’s term runs until the 2029 Annual Meeting of Stockholders. The NCG Committee and the Board evaluated the background, experience, qualifications, attributes and skills of each nominee, as well as the years of experience they have had working together on the Board and the knowledge of the Company’s business, operations, strategy and risks they have developed as a result of such service. The NCG Committee and the Board also considered Board refreshment and each nominee’s contributions to the Board and role in the operation of the Board as a whole. See “Director Qualifications,” “Board Composition” and “Director Skills, Experience and Background” below. Director nominees are expected to demonstrate leadership and to possess the highest professional and personal integrity, values and judgment. The NCG Committee and the Board have determined that each of our nominees possesses the skills, experience and perspectives, collectively with other directors, to comprise a well-rounded, highly effective Board of Directors, and have determined that the nominees add to the overall strength of the Board by bringing insights and practical wisdom based on their experience and expertise. All of the director nominees currently serve on the Board. Each nominee has accepted the nomination and has agreed to serve if elected. If a nominee is unable to serve as a director, the Board may reduce the number of directors constituting the full Board or may choose a substitute nominee.
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 8, 2026. 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.
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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Director Skills, Experience and Background
| | 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. |
Director Skills, Experience and Background
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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 conditions 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 2025, 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 Process – ‘Role of Compensation Consultants’ and ‘Competitive Positioning.’” The CHC Committee intends to engage Meridian or a similar firm to review our director compensation program approximately every two years, unless the committee determines to have a more frequent review.
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 |
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 $400,000 in any fiscal year. Non-employee directors are entitled to reimbursement for their reasonable expenses to attend Board and committee meetings, but do not receive fees for meeting attendance. Directors who are employees of the Company receive no compensation for their service as directors. We maintain directors’ and officers’ liability insurance and have entered into indemnification agreements with each of our directors. We do not provide incentive awards or retirement plans for our non-employee directors.
Director Compensation
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Director Compensation Table
Director Compensation Table The following table presents the total compensation paid in 2025 to each non-employee director. Directors’ fees are paid quarterly in arrears.
Director Compensation Table
| Name | Fees Earned or Paid In Cash(1) ($) | 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 |
Director Compensation Table
1.The amounts in this column represent all earned retainers. Ms. Carter and Mr. Thomas agreed in advance to waive $10,000 and $4,300, respectively, in order to assist the Company in funding awards under our Foundation. The waived amounts were not included in this column. 2.Represents an annual grant of restricted stock having a fair value of $125,000 on the grant date (May 20, 2025), 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 ($161.18) 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. 3.No director held stock options as of December 31, 2025.
CD&A Table of Contents
| Section 3 – Elements of our Compensation Program | Page | | Compensation Components | 62 | | Base Salary | 64 | | Performance-Based Cash Incentives | 64 | | Performance-Based Equity Incentives | 65 | | Section 4 – What we Paid in 2025 | | | 2025 Base Salary | 66 | | 2025 Performance-Based Incentive Cash Awards | 66 | | 2025 Performance-Based Incentive Equity Awards | 67 | | Compensation Changes after December 31, 2025 | 69 | | Section 5 – Other Compensation and Policies | | | Perquisites | 70 | | Post-Termination Compensation | 70 | | Retirement Benefits | 71 | | Equity Grant Practices | 71 | | Taxes | 71 | | Stock Ownership Policy | 71 | | Clawback Policies | 72 |
Pay for Performance
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. 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 2025 approximately 86.5% of our Chief Executive Officer’s and an average of 75.4% 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 and adjusted general and administrative expense as a percentage of revenue during the performance period as compared against the targets set in advance by the CHC Committee. For annual share awards other than shares awarded under the Five Year Plan, 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.
2025 Executive Compensation at a Glance
| 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 |
2025 Executive Compensation at a Glance
1.Effective April 1, 2025. 2.The value listed in this column includes both annual performance-based restricted stock awards and performance-based shares awarded under Component 2 of the Five Year Plan. The earned fair value was determined by multiplying the closing price of the Company’s common stock on February 24, 2026 ($319.99) (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, except for stock awarded under the Five Year Plan, which vests on April 20, 2030, in each case, subject to continued employment.
2025 Target Compensation Mix
2025 Target Compensation Mix Our executive compensation program for 2025 consisted of three components: base salary, performance-based cash awards and performance-based restricted stock awards. Performance-based restricted stock awards include both our annual compensation program and the annual component of our Five Year Plan. The CHC Committee believes that a significant portion of each NEO’s target compensation should be at risk and based on Company performance. The graphics below reflect the mix of target executive compensation for 2025 and highlights the at-risk portion of total target compensation:
Key Compensation Practices for Executives
| 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 Policies for recovery of incentive compensation under specified circumstances ✓Meaningful Stock Ownership Requirements in multiples 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 for our CEO, see Footnote 3 in the “Stock Ownership Table” beginning on page 89) ✗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 for our CEO and a Director, see Footnotes 3 and 9 in the “Stock Ownership Table” beginning on page 89) ✗No Employment Agreements for our executives other than our Chief Executive Officer |
Our Guiding Principles
Our Guiding Principles •Pay for Performance. We reward our executives’ achievements by linking a significant portion of their compensation to the Company’s financial and operational performance. Our incentive compensation program has pre-established objective performance metrics that reflect strategic and operational objectives. Incentive compensation varies based on the extent to which an objective is met. •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. •Internal Pay Equity. We believe that internal pay equity ensures fairness and encourages a collaborative environment among our executive team. The CHC Committee reviews each NEO’s pay components and levels relative to other NEOs, considering experience, leadership role, seniority and level of responsibility. •Aligned with Stockholders. A significant portion of our executives’ compensation is in the form of at-risk performance-based equity awards that, if earned, vest over an additional two years after the end of the performance period, or, under the Five Year Plan, after five years. Under our annual stock award plan, 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. 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
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 – Compensation and Human Capital 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 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 2025, 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 approximately every two years, unless the committee determines to have a more frequent review. 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
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.
Competitive Positioning
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Competitive Positioning
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 2025, the CHC Committee selected the following 13 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.
Competitive Positioning
| Peer Group | Market Cap(1) ($ in Millions) | Peer Group | LTM Revenue(2) ($ in Millions) | | TopBuild Corp. | $11,644 | Meritage Homes Corporation | $5,858 | | Installed Building Products, Inc. | $6,994 | TopBuild Corp. | $5,409 | | Simpson Manufacturing Co., Inc. | $6,694 | M/I Homes, Inc. | $4,418 | | Eagle Materials Inc. | $6,627 | Century Communities, Inc. | $4,118 | | Champion Homes Inc | $4,720 | Tri Pointe Homes, Inc. | $3,471 | | Meritage Homes Corporation | $4,633 | Installed Building Products, Inc. | $2,971 | | Cavco Industries, Inc. | $4,611 | Champion Homes Inc | $2,636 | | Griffon Corporation | $3,405 | Griffon Corporation | $2,537 | | M/I Homes, Inc. | $3,346 | Simpson Manufacturing Co., Inc. | $2,333 | | Tri Pointe Homes, Inc. | $2,705 | Eagle Materials Inc. | $2,300 | | Century Communities, Inc. | $1,744 | Cavco Industries, Inc. | $2,203 | | Gibraltar Industries, Inc. | $1,461 | LGI Homes, Inc. | $1,706 | | LGI Homes, Inc. | $991 | Apogee Enterprises, Inc. | $1,399 | | Apogee Enterprises, Inc. | $783 | Gibraltar Industries, Inc. | $1,136 | | Peer Group Median | $4,008 | Peer Group Median | $2,586 | | Peer Group 75th Percentile | $6,150 | Peer Group 75th Percentile | $3,956 |
Competitive Positioning
1.Source: S&P Capital IQ, as of December 31, 2025 2.Source: S&P Capital IQ, as of December 31, 2025 or the most recently reported period as of March 2026.
Risk Management
Risk Management The CHC Committee regularly undertakes a risk assessment of our compensation programs with the aid of a risk analysis performed by Meridian, to determine whether our programs are appropriately designed to mitigate incentive for short-term risk-taking by executives that could be detrimental to the long-term best interests of the Company and its stockholders. The CHC Committee believes that any risks arising from our compensation programs are not reasonably likely to have a material adverse effect on the Company. The CHC Committee believes that the following features of our executive compensation program appropriately mitigate potential risks: •Performance Metrics. The CHC Committee sets pre-established performance metrics designed to reward success without encouraging excessive risk taking by executives. •Equity Vesting. Our executives are awarded performance-based restricted stock that, if earned, vests over two years of continued service, or if under the Five Year Plan, after five years, rewarding stability and sustained performance. •Equity Retention. Our stock ownership policy requires our executives to own prescribed levels of Company common stock, linking their interests with those of our stockholders. •No Hedging or Pledging. Our executives are prohibited from engaging in hedging or other monetization transactions involving Company securities, pledging Company securities as collateral and holding Company securities as collateral in a margin account (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 securing a loan, see Footnotes 3 and 9 in the “Stock Ownership Table” beginning on page 89). •Clawback Policies. The CHC Committee will recoup excess incentive compensation paid to an executive in the event of a restatement of our financial statements, and may recoup such compensation if an executive has engaged in grossly negligent or intentional misconduct that is a significant contributing factor to an accounting restatement, a significant increase in the value of such executive’s incentive compensation or substantial financial or reputational harm to the Company. •Other Factors. Other mitigating factors include benchmarking practices, oversight by a committee of independent directors and a mix of fixed and variable incentive compensation.
Performance-Based Cash Incentives
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 other 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. See “Additional Information – Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.
Performance-Based Cash Incentives
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Performance-Based Equity Incentives
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. Except for awards under the Five Year Plan described below, which have different performance metrics and vesting periods, 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. 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.
Five Year Performance Share Award Plan
Five Year Performance Share Award Plan In February 2025, the CHC Committee adopted the Five Year Performance Share Award Plan (the “Five Year Plan”) based on a recommendation from Meridian to better align our executive compensation program with our peers and based on management’s discussions with investors. The Five Year Plan enhances our long term incentive compensation program by adding additional long term performance metrics and extending the vesting of earned awards to five years. Messrs. Edwards, Wheeler, Miller and Niswonger are eligible to participate in the Five Year Plan. Component 1 of the Five Year Plan is a one time grant of restricted stock with a target award of $500,000. The target restricted stock award is divided into two elements of $250,000, each with its own specified five year target performance metric. Either or both of these elements may be earned if the target performance metric for that element is achieved no later than the fiscal year ending December 31, 2029. The performance metrics for the two elements are Revenue and Adjusted EBITDA. The CHC Committee will determine if either or both of the performance metrics are met by reference to the Company’s annual earnings releases and/or financial statements. The performance metric must be met at least 90% for the restricted stock to be earned with respect to each element, without proration. Additional shares will not be awarded if the targets are exceeded. Component 2 of the Five Year Plan is an annual award of restricted stock each year for five years that will be earned if the annual performance metric is met. The performance metric for Component 2 is a target adjusted general and administrative expense as a percentage of revenue, to be set by the CHC Committee each year for five years. See “Additional Information – Use of Non-GAAP Financial Measures” for a reconciliation of adjusted general and administrative expense as a percentage of revenue to the most directly comparable GAAP measure.
Five Year Performance Share Award Plan
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Five Year Performance Share Award Plan
The annual award target is $150,000 per year, and will be earned if the annual target performance metric does not exceed 105%, without proration. Additional shares will not be awarded if the performance metric is exceeded. The number of earned shares under Components 1 and 2 will be based on the closing price of our common stock on the date of certification of the achievement of the specified performance metric. Issuance of the restricted stock is generally subject to the NEO’s continued employment on the vesting date. Any shares of earned restricted stock awarded under the Five Year Plan will vest on April 20, 2030 or, if earlier, upon the NEO’s death. Awards are subject to clawback under the terms of our recoupment policies.
2025 Performance-Based Incentive Cash Awards
| Name | Target Cash Incentive ($) | Earned Cash Incentive ($) | Earned Cash Incentive as a Percentage of Earned Total Compensation (%) | | Jeffrey W. Edwards | 1,300,000 | 1,209,000 | 12.4 | | Michael T. Miller | 475,000 | 441,750 | 12.9 | | Brad A. Wheeler | 450,000 | 418,500 | 14.1 | | W. Jeffrey Hire | 225,000 | 209,250 | 17.1 | | Jason R. Niswonger | 290,000 | 269,700 | 14.3 |
2025 Performance-Based Incentive Equity Awards
2025 Performance-Based Incentive Equity Awards In February 2025, the CHC Committee met to consider and finalize the performance metric for our 2025 annual 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 2025 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, the vesting period and thereafter, aligning executive compensation with stockholder value. Incentive equity awards are subject to clawback under the terms of our recoupment policies. In February 2026, 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 $555.8 million. Actual Adjusted EBITDA was $518.5 million, or approximately 93% of target. Due to the increase in the price of our common stock between the grant date ($170.99) and the date upon which the award was earned ($319.99), the value of the NEOs equity awards correspondingly increased in alignment with stockholder value.
2025 Performance-Based Incentive Equity Awards
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2025 Performance-Based Incentive Equity Awards
| Name | 2025 Target Restricted Stock (#) | Target Restricted Stock Fair Potential Payout Grant Date Fair Value ($)(1) | Earned Restricted Stock (#) | Earned Restricted Stock Payout Value ($)(2) | | Jeffrey W. Edwards | 25,148 | 4,300,057 | 23,388 | 7,483,926 | | Michael T. Miller | 7,954 | 1,360,054 | 7,397 | 2,366,966 | | Brad A. Wheeler | 6,433 | 1,099,979 | 5,983 | 1,914,500 | | W. Jeffrey Hire | 1,901 | 325,052 | 1,768 | 565,742 | | Jason R. Niswonger | 3,363 | 575,039 | 3,128 | 1,000,929 |
2025 Performance-Based Incentive Equity Awards
1.The grant date fair value was determined by multiplying the closing price of the Company’s common stock on February 25, 2025 ($170.99) by the number of target shares. 2.The earned fair value was determined by multiplying the closing price of the Company’s common stock on February 24, 2026 ($319.99) (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 dates will be based on the closing prices of the Company’s common stock on those dates.
2025 Performance-Based Restricted Stock Awards – Five Year Plan
2025 Performance-Based Restricted Stock Awards – Five Year Plan In February 2025, in connection with the adoption of the Five Year Plan, the CHC Committee finalized the performance metric for Component 2 restricted stock awards under the Five Year Plan. Component 2 of the Five Year Plan is an annual award of restricted stock each year for five years that is earned if the annual performance metric is met. The performance metric for Component 2 is a target adjusted general and administrative expense as a percentage of revenue. The annual award target is $150,000 per year, and is earned if the annual target performance metric does not exceed 105%, without proration. Additional shares are not awarded if the performance metric is exceeded. The number of earned shares under Component 2 is based on the closing price of our common stock on the date of certification of the achievement of the performance metric. On February 24, 2026, the CHC Committee met to review the results of the Company’s performance against the target performance metric. The performance metric for Component 2 of the Five Year Plan was set at adjusted general and administrative expense as a percentage of revenue of no more than 13.7%. Actual adjusted general and administrative expense as a percentage of revenue was 13.5%, or approximately 102.4%, and the CHC Committee certified achievement of the performance metric. The shares awarded will not vest until April 20, 2030, so that the potential value of the award will fluctuate with the price of our common stock during the vesting period. The following table reflects each NEO’s 2025 target Component 2 incentive restricted stock award and earned incentive restricted stock award.
2025 Performance-Based Restricted Stock Awards – Five Year Plan
| Name | 2025 Component 2 Target Restricted Stock ($) | Earned Restricted Stock (#) | Earned Restricted Stock Payout Value ($)(1) | | Jeffrey W. Edwards | 150,000 | 469 | 150,075 | | Michael T. Miller | 150,000 | 469 | 150,075 | | Brad A. Wheeler | 150,000 | 469 | 150,075 | | W. Jeffrey Hire | N/A | N/A | N/A | | Jason R. Niswonger | 150,000 | 469 | 150,075 |
2025 Performance-Based Restricted Stock Awards – Five Year Plan
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2025 Performance-Based Restricted Stock Awards – Five Year Plan
1.The earned fair value was determined by multiplying the closing price of the Company’s common stock on February 24, 2026 ($319.99) (the date of certification of the achievement of the performance metric) by the number of shares awarded. Issuance of the restricted stock is generally subject to the NEO’s continued employment on the vesting date. Any shares of earned restricted stock awarded under the Five Year Plan will vest on April 20, 2030 or, if earlier, upon the NEO’s death. Awards are subject to clawback under the terms of our recoupment policies. The actual value on the vesting date will be based on the closing price of the Company’s common stock on that date.
Compensation Changes after December 31, 2025
| Name | 2025 Target Cash Bonus ($) | 2026 Target Cash Bonus ($) | Increase (%) | | Jeffrey W. Edwards | 1,300,000 | 1,300,000 | — | | Michael T. Miller | 475,000 | 475,000 | — | | Brad A. Wheeler | 450,000 | 450,000 | — | | W. Jeffrey Hire | 225,000 | 225,000 | — | | Jason R. Niswonger | 290,000 | 290,000 | — |
Compensation Changes after December 31, 2025
Incentive Equity Compensation. For the reasons noted above, for 2026 the CHC Committee increased the target value of annual restricted stock awards for each NEO. In addition, certain executives are eligible to receive restricted stock awards under the Five Year Plan described in “Five Year Performance Share Award Plan” above. For the annual incentive restricted stock awards, the CHC Committee determined that each NEO is eligible to receive the target number of shares of restricted stock set forth in the table below, based on the achievement of Adjusted EBITDA performance goals. The performance metric and terms of the equity awards are the same as those used for incentive cash awards. If restricted stock is earned, it will vest in two equal installments on April 20, 2028 and April 20, 2029, generally subject to the NEO’s continued employment on each vesting date. The restricted stock vests in full in the event of an NEO’s death. The CHC Committee has discretion to adjust any award, even if fully earned.
Compensation Changes after December 31, 2025
| Name | 2025 Target Restricted Stock Target (#) | 2025 Target Restricted Stock Fair Market Value on Grant Date ($) | 2026 Target Restricted Stock Target (#) | 2026 Target Restricted Stock Fair Market Value on Grant Date ($)(1) | | Jeffrey W. Edwards | 25,148 | 4,300,057 | 15,469 | 4,949,925 | | Michael T. Miller | 7,954 | 1,360,054 | 4,938 | 1,580,111 | | Brad A. Wheeler | 6,433 | 1,099,979 | 4,063 | 1,300,119 | | W. Jeffrey Hire | 1,901 | 325,052 | 1,250 | 399,988 | | Jason R. Niswonger | 3,363 | 575,039 | 2,266 | 725,097 |
Compensation Changes after December 31, 2025
1.The grant date fair value was determined by multiplying the closing price of the Company’s common stock on February 24, 2026 ($319.99) by the number of target shares. Five Year Plan. The Five Year Plan has two components. Component 1 is a one time award of restricted stock that can be earned within the five year performance period (2025-2029). Component 2 is an annual award of restricted stock that can be earned if the annual performance metric is met.
Compensation Changes after December 31, 2025
| Name | Component 1 Target Restricted Stock Potential Payout if Earned ($) | Component 2 2026 Target Restricted Stock Potential Payout if Earned Each Year ($) | | Jeffrey W. Edwards | 500,000 | 150,000 | | Michael T. Miller | 500,000 | 150,000 | | Brad A. Wheeler | 500,000 | 150,000 | | Jason R. Niswonger | 500,000 | 150,000 |
Post-Termination Compensation
more detail in “Potential Payments Upon Termination” and “Payments to Named Executives Upon a Change in Control” below. In August 2025, we entered into Change in Control Agreements with each of our executives, which provide for certain severance payments in the event that an executive’s employment is terminated within 24 months of a change in control. See “Executive Compensation- Payments to Named Executive Officers upon a Change in Control.”
Equity Grant Practices
Equity Grant Practices The CHC Committee’s practice is to grant equity awards to our NEOs during the first quarter of each year, typically in late February when the CHC Committee has the financial information necessary to establish appropriate performance award criteria for the current year and to certify the achievement of the performance criteria for the prior fiscal year. Equity awards to other employees are granted by the CHC Committee in April of each year, except in special circumstances where awards may be made at other times during the year. We do not engage in the practice of timing grants with the release of non-public information nor do we time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2025, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K that disclosed any material nonpublic information. We did not grant stock options or other stock-based compensation other than restricted stock described herein.
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 except for Brad Wheeler, who was named our Chief Operating Officer effective January 1, 2024.
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 | 2025 | 900,000 | 4,950,132 | 1,209,000 | 37,703 | 7,096,835 | | President, Chief Executive Officer and Chairman | 2024 | 883,846 | 3,999,949 | 1,247,480 | 42,832 | 6,174,107 | | | 2023 | 829,231 | 3,837,502 | 1,225,900 | 39,541 | 5,932,174 | | Michael T. Miller | 2025 | 475,000 | 2,010,129 | 441,750 | 28,456 | 2,955,335 | | Executive Vice President and Chief Financial Officer | 2024 | 466,923 | 1,249,971 | 455,810 | 21,025 | 2,193,730 | | | 2023 | 439,615 | 1,236,500 | 458,380 | 22,940 | 2,157,435 | | Brad A. Wheeler | 2025 | 485,000 | 1,750,054 | 418,500 | 3,875 | 2,657,429 | | Chief Operating Officer | 2024 | 474,231 | 999,936 | 431,820 | 4,375 | 1,910,361 | | W. Jeffrey Hire | 2025 | 450,000 | 325,052 | 209,250 | 27,578 | 1,011,880 | | President, External Affairs | 2024 | 441,923 | 274,957 | 215,910 | 32,465 | 965,255 | | | 2023 | 414,615 | 266,418 | 213,200 | 31,914 | 926,147 | | Jason R. Niswonger | 2025 | 465,000 | 1,225,114 | 269,700 | 24,208 | 1,984,022 | | Chief Administrative and Sustainability Officer | 2024 | 454,231 | 499,865 | 278,284 | 24,767 | 1,257,147 | | | 2023 | 416,923 | 437,011 | 282,490 | 25,536 | 1,161,959 |
Summary Compensation Table
1.Amounts in this column for 2025 represent the aggregate grant date fair value of performance-based restricted stock awards granted February 24, 2025 based on 2025 performance metrics, performance-based shares awarded under the Component 2 of the Five Year Plan and the fixed monetary one time award under Component 1 of the Five Year Plan, computed in accordance with FASB ASC Topic 718. The grant date fair value of the performance-based restricted stock awards was determined by multiplying the number of shares of common stock that would be earned based on the probable outcome of the performance conditions (i.e., target) by the closing price of $170.99 on the grant date. The amounts shown in this column do not reflect compensation actually received by the NEOs. The actual value, if any, that an NEO may realize from an award is contingent upon the satisfaction of the vesting conditions and the value of the underlying shares if and when the award vests. Thus, the value eventually realized by the NEOs is unlikely to equal amounts shown in these columns. The grant date fair value for each NEO, assuming the achievement of maximum performance levels, is as follows: Mr. Edwards, $9,250,188; Mr. Miller, $3,370,184; Mr. Wheeler, $2,850,032; Mr. Hire, $650,104; and Mr. Niswonger, $1,800,154. See Compensation Discussion and Analysis – “Section 4 – What We Paid in 2025 – 2025 Performance-Based Incentive Equity Awards,” “Grants of Plan-Based Awards for 2025,”
Summary Compensation Table
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Summary Compensation Table
“Potential Payments Upon Termination” and “Payments to Named Executive Officers Upon a Change in Control” below for more information concerning the restricted stock awarded in 2025. 2.Amounts in this column represent the performance-based cash incentives earned in the applicable fiscal year but paid during the following fiscal year. 3.The following table describes each component of the “All Other Compensation” column for 2025.
Summary Compensation Table
| Name | Company Car ($) | Company Paid Car Insurance ($) | Company Paid Parking ($) | 401(K) Match ($) | Company Paid Mobile Phone ($) | All Other Compensation ($) | | Jeffrey W. Edwards | 30,399 | 2,882 | – | 511 | 3,911 | 37,703 | | Michael T. Miller | 21,761 | 2,882 | – | 3,197 | 616 | 28,456 | | Brad A. Wheeler | – | – | – | 3,291 | 584 | 3,875 | | W. Jeffrey Hire | 15,924 | 2,882 | 1,920 | 5,875 | 977 | 27,578 | | Jason R. Niswonger | 17,176 | 2,882 | 1,920 | 1,615 | 615 | 24,208 |
Summary Compensation Table
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Grants of Plan-Based Awards for 2025
Grants of Plan-Based Awards for 2025 The following table contains information regarding plan-based incentive awards granted to each of our NEOs for 2025 under our 2023 Omnibus Incentive Plan.
Grants of Plan-Based Awards for 2025
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock Awards (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jeffrey W. Edwards | – | 650,000 | 1,300,000 | 2,600,000 | | | | | | | Performance-Based | 2/25/2025 | | | | 12,574 | 25,148 | 50,296 | | 4,300,057 | | Component 1 - Five Year Plan | 2/25/2025 | | | | | $500,000 | $500,000 | | 500,000 | | Component 2 - Five Year Plan | 2/25/2025 | | | | | $150,000 | $150,000 | | 150,000 | | Michael T. Miller | – | 237,500 | 475,000 | 950,000 | | | | | | | Performance-Based | 2/25/2025 | | | | 3,977 | 7,954 | 15,908 | | 1,360,054 | | Component 1 - Five Year Plan | 2/25/2025 | | | | | $500,000 | $500,000 | | 500,000 | | Component 2 - Five Year Plan | 2/25/2025 | | | | | $150,000 | $150,000 | | 150,000 | | Brad A. Wheeler | – | 225,000 | 450,000 | 900,000 | | | | | | | Performance-Based | 2/25/2025 | | | | 3,217 | 6,433 | 12,866 | | 1,099,979 | | Service Award | 2/25/2025 | | | | | | | 584 | 99,858 | | Component 1 - Five Year Plan | 2/25/2025 | | | | | $500,000 | $500,000 | | 500,000 | | Component 2 - Five Year Plan | 2/25/2025 | | | | | $150,000 | $150,000 | | 150,000 | | W. Jeffrey Hire | – | 112,500 | 225,000 | 450,000 | | | | | | | Performance-Based | 2/25/2025 | | | | 951 | 1,901 | 3,802 | | 325,052 | | Jason R. Niswonger | – | 145,000 | 290,000 | 580,000 | | | | | | | Performance-Based | 2/25/2025 | | | | 1,682 | 3,363 | 6,726 | | 575,039 | | Service Award | 2/25/2025 | | | | | | | 584 | 99,858 | | Component 1 - Five Year Plan | 2/25/2025 | | | | | $500,000 | $500,000 | | 500,000 | | Component 2 - Five Year Plan | 2/25/2025 | | | | | $150,000 | $150,000 | | 150,000 |
Grants of Plan-Based Awards for 2025
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Grants of Plan-Based Awards for 2025
1.The amounts shown reflect the threshold, target and maximum amounts that each NEO was eligible to receive for 2025 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 2025 non-equity incentive awards are described above under “2025 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.” 2.The amounts shown reflect the threshold, target and maximum amounts that each NEO was eligible to receive for 2025 performance-based award on achievement of the Adjusted EBITDA performance target by the CHC Committee. The amounts shown for Component 1 of the Five Year Plan are the target based on achievement of the Revenue and Adjusted EBITDA performance metrics established by the CHC Committee, which will be paid out in stock in such number of shares that translate into the disclosed dollar amount at the time of payout. The amounts shown for Component 2 of the Five Year Plan are the target based on achievement of the adjusted general and administrative expense performance metric established by the CHC Committee, which will be paid out in stock in such number of shares that translate into the disclosed dollar amount at the time of payout. Actual payouts are reported in “Section 4 – What We Paid in 2025 – 2025 Performance-Based Incentive Equity Awards.” The material terms of the 2025 equity incentive awards are described above under “2025 Performance-Based Incentive Equity Awards” and “2025 Performance-Based Restricted Stock Awards - Five Year Plan.” Reconciliations of Adjusted EBITDA and Adjusted General and Administrative Expense as a Percentage of Revenue to their most directly comparable GAAP measures may be found under the heading “Additional Information – Use of Non-GAAP Financial Measures.” 3.Amounts in this column for 2025 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 for the performance-based awards was determined by multiplying the closing price of the Company’s common stock on February 25, 2025 ($170.99) by the number of shares that would be earned based on the probable outcome of the performance conditions (i.e., target). The grant date fair value for each component of the Five Year Plan was based on the target payout value as established by the CHC Committee on February 25, 2025.
Grants of Plan-Based Awards for 2025
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Outstanding Equity Awards Table
Outstanding Equity Awards Table The following table contains information regarding outstanding equity awards held by each of our NEOs as of December 31, 2025.
Outstanding Equity Awards Table
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(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) | 2/20/2023 | 17,481 | 4,534,397 | | | | (3) | 2/20/2024 | 18,636 | 4,833,992 | | | | (4) | 2/25/2025 | 23,388 | 6,066,613 | | | | (7) | 2/25/2025 | 469 | 121,654 | | | | (8) | 2/25/2025 | | | $500,000 | 500,000 | | Michael T. Miller(2) | 2/20/2023 | 5,632 | 1,460,884 | | | | (3) | 2/20/2024 | 5,824 | 1,510,687 | | | | (4) | 2/25/2025 | 7,397 | 1,918,708 | | | | (7) | 2/25/2025 | 469 | 121,654 | | | | (8) | 2/25/2025 | | | $500,000 | 500,000 | | Brad A. Wheeler(3) | 2/20/2024 | 4,659 | 1,208,498 | | | | (6) | 2/25/2025 | 584 | 151,484 | | | | (4) | 2/25/2025 | 5,983 | 1,551,930 | | | | (7) | 2/25/2025 | 469 | 121,654 | | | | (8) | 2/25/2025 | | | $500,000 | 500,000 | | W. Jeffrey Hire(2) | 2/20/2023 | 1,213 | 314,640 | | | | (5) | 4/13/2023 | 5,375 | 1,394,221 | | | | (3) | 2/20/2024 | 1,281 | 332,279 | | | | (4) | 2/25/2025 | 1,768 | 458,602 | | | | Jason R. Niswonger(2) | 2/20/2023 | 1,990 | 516,186 | | | | (3) | 2/20/2024 | 2,329 | 604,119 | | | | (6) | 2/25/2025 | 584 | 151,484 | | | | (4) | 2/25/2025 | 3,128 | 811,372 | | | | (7) | 2/25/2025 | 469 | 121,654 | | | | (8) | 2/25/2025 | | | $500,000 | 500,000 |
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, 2025 ($259.39) by the number of shares. 2.Although the performance criteria was satisfied for the 2023 performance period, the shares remain subject to a vesting schedule. The shares vest on April 20, 2026.
Outstanding Equity Awards Table
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Outstanding Equity Awards Table
3.Although the performance criteria was satisfied for the 2024 performance period, the shares remain subject to a vesting schedule. The shares vest in two equal installments (rounded to the nearest whole share) on April 20, 2026 and April 20, 2027. 4.Although the performance criteria was satisfied for the 2025 performance period and certified on February 24, 2026, the shares remain subject to a vesting schedule. The shares vest in two equal installments (rounded to the nearest whole share) on April 20, 2027 and April 20, 2028. The number of shares shown as subject to these awards represent the number of shares certified as earned upon satisfaction of the performance criteria. 5.Shares awarded April 13, 2023, which vest April 20, 2026. 6.Shares awarded February 25, 2025, which vest April 20, 2028. 7.Although the performance criteria for Component 2 of the Five Year Plan was satisfied for the 2025 performance period and certified on February 24, 2026, the shares remain subject to a vesting period. The shares will vest April 20, 2030. 8.Represents the potential payout of Component 1 of the Five Year Plan. The award would be settled in stock in such number of shares that translate into the disclosed dollar amount at the time of payout.
Stock Vested as of December 31, 2025
Stock Vested as of December 31, 2025 The following table contains information on equity awards held by our NEOs that vested in 2025.
Stock Vested as of December 31, 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jeffrey W. Edwards | 33,882 | 5,361,488 | | Michael T. Miller | 10,908 | 1,726,082 | | Brad A. Wheeler | – | – | | W. Jeffrey Hire | 2,307 | 365,060 | | Jason R. Niswonger | 3,522 | 557,321 |
Stock Vested as of December 31, 2025
1.The value realized on vesting was determined by multiplying the closing price of our common stock on the vesting date of April 17, 2025 ($158.24) by the number of shares vested.
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.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation In 2020, we adopted a 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
Non-Qualified Deferred Compensation
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Non-Qualified Deferred Compensation
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 2025.
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 | – | – | – | – | – | | Brad A. Wheeler | 41,364 | – | 22,778 | – | 201,119 | | W. Jeffrey Hire | – | – | – | – | – | | Jason R. Niswonger | 49,984 | – | 31,592 | – | 288,328 |
Non-Qualified Deferred Compensation
1.Mr. Wheeler’s and Mr. Niswonger’s contributions of $41,364 and $49,984 respectively, are included in the “Base Salary” column of the Summary Compensation Table.
Employment Agreement with Jeffrey W. Edwards
Employment Agreement with Jeffrey W. Edwards In November 2013, we entered into an employment agreement with Mr. Edwards pursuant to which he agreed to serve as our Chief Executive Officer and President for an initial employment term through November 1, 2016. The agreement provides Mr. Edwards with a minimum annual base salary of $600,000, subject to adjustment by the CHC Committee, and an opportunity to participate in our annual incentive programs, as well as our employee benefit plans and programs in effect from time to time. The agreement has been amended and restated (i) to extend Mr. Edwards’ employment term to April 15, 2026 with automatic five-year renewals unless either party provides at least 90 days’ prior notice of non-renewal, (ii) to provide that Mr. Edwards must give 180 days’ prior written notice of a voluntary termination of employment without “Good Reason” (as defined in the employment agreement), (iii) to provide for a reduction in severance payments that would exceed tax laws governing parachute payments and (iv) to modify certain of Mr. Edwards’ severance payments. We also amended and restated Mr. Edwards’ employment agreement in August 2025 to remove all restrictive covenants and certain change in control payment provisions from the agreement, which are now included in our Change in Control Agreement with Mr. Edwards, and to make certain minor revisions, some of which were to make Mr. Edwards’ employment agreement consistent with the terms of the Change in Control Agreement. For a description of the Change in Control Agreement, see “Payments to Named Executive Officers Upon a Change in Control.”
Employment Agreement with Jeffrey W. Edwards
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Employment Agreement with Jeffrey W. Edwards
Mr. Edwards is required to devote the amount of his business time necessary to conduct Company business and affairs and to use his best efforts to perform his duties as our Chief Executive Officer and President. However, to the extent such activities do not create a conflict of interest or substantially interfere with the performance of Mr. Edwards’ duties and responsibilities to the Company, he may (i) manage his personal and family financial and legal affairs, (ii) participate in charitable, civic, educational, professional, community and industry affairs (including serving on boards or committees of such entities, including the Columbus Partnership, Downtown Columbus Inc. and Nationwide Children’s Hospital, among others) and (iii) continue to engage in non-competitive activities for a real estate development business in which he participated prior to entering into his employment agreement. Mr. Edwards is entitled to receive certain severance benefits in the event of termination of his employment by us without “Cause” or if Mr. Edwards terminates his employment for “Good Reason,” in each case as defined in the employment agreement. See “Potential Payments Upon Termination” and ‘Payments to Named Executive Officers Upon a Change in Control” below for a summary of these severance benefits. In the event of Mr. Edwards’ termination for any reason, we are required to pay him for his accrued and unpaid vacation as of the date of termination.
Potential Payments Upon Termination
Potential Payments Upon Termination None of our named executive officers other than Mr. Edwards are entitled to benefits (other than vested benefits and awards) upon a resignation or termination, except that if an NEO’s employment is terminated due to retirement or disability, the CHC Committee may, in the exercise of its discretion, accelerate vesting of restricted stock awards and waive any limitations placed on performance-based cash awards. If an NEO’s employment is terminated due to the executive’s death, all earned but unvested restricted stock awards automatically vest in full. If a named executive officer engages in “detrimental activity” (as defined in the 2023 Omnibus Incentive Plan), prior to or one year following vesting of any restricted stock, the CHC Committee may direct that all unvested restricted stock be forfeited and that the executive pay to the Company the fair market value of vested restricted stock (valued as of the vesting date).
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 2025: •the annual total compensation of our median employee was $62,164; •the annual total compensation of our CEO was $6,596,834; and •the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was approximately 106 to 1. 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, 2025, our employee population consisted of 10,448 employees, including our CEO. After taking into consideration the adjustments permitted by SEC rules (by excluding 244 contractual employees and 96 employees, 80 of whom were hired after the final pay period in December 2025, and 16 of whom were union employees who remain active in our system but performed no work in 2025), our measurable employee population was 10,011 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
Chief Executive Officer Pay Ratio
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Chief Executive Officer Pay Ratio
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, 2025 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 2025 in accordance with SEC rules, resulting in annual total compensation of 62,164. 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.
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 2025 or in setting target compensation for 2026. 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.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total Compensation for Other NEOs ($)(2),(3) | Average Compensation Actually Paid to Other NEOs ($)(4) | Cumulative Total Shareholder Return ($)(5) | Peer Group Cumulative Total Shareholder Return ($)(5) | Net Income ($)(6) | Adjusted EBITDA ($)(7) | | 2025 | 7,096,835 | 11,505,711 | 2,152,167 | 3,101,493 | 276 | 193 | 265,400,000 | 518,500,000 | | 2024 | 6,174,107 | 6,243,012 | 1,581,623 | 1,523,695 | 183 | 177 | 256,600,000 | 511,400,000 | | 2023 | 5,932,174 | 10,434,046 | 1,593,537 | 2,890,501 | 189 | 157 | 243,700,000 | 485,900,000 | | 2022 | 5,331,034 | 696,971 | 1,399,047 | 84,150 | 87 | 104 | 223,400,000 | 439,300,000 | | 2021 | 4,351,277 | 7,666,457 | 1,213,319 | 2,139,501 | 138 | 125 | 118,800,000 | 285,400,000 |
Pay Versus Performance
1.Jeffrey W. Edwards, our Chief Executive Officer, served as our PEO for each of 2025, 2024, 2023, 2022, and 2021.
Pay Versus Performance
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Pay Versus Performance
2.Compensation actually paid to our PEO in each of 2025, 2024, 2023, 2022, and 2021 reflects the amounts in the Summary Compensation Table Totals for PEO in the table above, adjusted as set forth in the table below, determined in accordance with SEC rules.
Pay Versus Performance
| PEO | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table (SCT) Total Compensation | 7,096,835 | 6,174,107 | 5,932,174 | 5,331,034 | 4,351,277 | | - Aggregate change in actuarial present value of pension benefits | – | – | – | – | – | | + Service cost of pension benefits | – | – | – | – | – | | + Prior service cost of pension benefits | – | – | – | – | – | | - SCT stock award values reported in the SCT for the covered year | 4,950,132 | 3,999,949 | 3,837,502 | 3,377,950 | 2,703,051 | | - SCT 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 | 6,688,267 | 3,265,959 | 2,990,008 | 2,807,851 | 3,062,523 | | +/- Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered years | 3,038,884 | (388,818) | 4,254,444 | (2,062,567) | 2,053,206 | | -/+ Year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (576,333) | 1,053,946 | 983,445 | (2,093,505) | 892,293 | | - 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 in the covered year | 208,190 | 137,767 | 111,476 | 92,108 | 10,209 | | + Excess fair value for equity award modifications | – | – | – | – | – | | Compensation Actually Paid to PEO | 11,505,711 | 6,243,012 | 10,434,046 | 696,971 | 7,666,457 |
Pay Versus Performance
3.Our Non-PEO Named Executive Officers were Brad Wheeler, Jeffrey Hire, Michael Miller and Jason Niswonger for each of 2025 and 2024, and Jay Elliott, Jeffrey Hire, Michael Miller and Jason Niswonger for each of 2023, 2022, and 2021. 4.Average compensation actually paid to our non-PEO NEOs in each of 2025, 2024, 2023, 2022, and 2021 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.
Pay Versus Performance
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Pay Versus Performance
| Average non-PEO NEOs | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Average Summary Compensation Table (SCT) Total Compensation | 2,152,167 | 1,581,623 | 1,593,537 | 1,399,047 | 1,213,319 | | - Aggregate change in actuarial present value of pension benefits | – | – | – | – | – | | + Service cost of pension benefits | – | – | – | – | – | | + Prior service cost of pension benefits | – | – | – | – | – | | - SCT stock award values reported in the SCT for the covered year | 1,327,587 | 756,182 | 804,755 | 688,190 | 556,266 | | - SCT 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 | 1,727,135 | 617,450 | 627,041 | 547,498 | 630,242 | | +/- Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered years | 595,354 | (58,567) | 999,592 | (755,678) | 658,604 | | +/- Year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (71,174) | 123,755 | 424,055 | (437,789) | 191,413 | | - 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 in the covered year | 25,598 | 15,616 | 51,032 | 19,261 | 2,190 | | + Excess fair value for equity award modifications | – | – | – | – | – | | Average Compensation Actually Paid to non-PEO NEOs | 3,101,493 | 1,523,695 | 2,890,501 | 84,150 | 2,139,501 |
Pay Versus Performance
5.For each of the five 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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. 6.Net income is rounded to the nearest hundred thousand. 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.
Pay Versus Performance
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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.
Pay Versus Performance
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Pay Versus Performance
See “Additional Information – Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.
Pay Versus Performance
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Pay Versus Performance
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.
Pay Versus Performance
| Net Revenue | •Component 1 of Five Year Plan | | Adjusted EBITDA | •Performance-based incentive cash awards •Performance-based incentive equity awards •Component 1 of Five Year Plan | | Adjusted general and administrative expense as a percentage of revenue | •Component 2 of Five Year Plan |
Director Nominees for Inclusion in our 2027 Proxy Statement
Director Nominees for Inclusion in our 2027 Proxy Statement In order to nominate a candidate for director at our 2027 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 19, 2027 , and no later than the close of business on February 18, 2027. If the 2027 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 2027 Annual Meeting and no later than the close of business 90 days prior to the 2027 Annual Meeting (or 10 days following the date on which we publicly disclose the date of the 2027 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 20, 2027. 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.