Corporate Governance

Ensuring Long-term Success Through Strong Governance

We are guided by our Corporate Governance Guidelines and Code of Business Conduct and Ethics applicable to all directors, officers, and employees. Our Board believes that setting the tone at the top with a strong governance structure is critical to our long-term success. As a condition of employment, we require all employees to review and comply with the code and complete an annual conflict of interest questionnaire.

While our management is responsible for the day-to-day management of risks to the Company, our Board has broad oversight responsibility for our risk management programs directly and through various Board committees. Our Board regularly reviews information regarding the Company’s credit, liquidity, and operations, including the risks associated with each.

Our Board is also committed to overseeing the integration of ESG principles throughout TopBuild. The Board reviews and receives updates on our sustainability strategy and key long-term ESG initiatives.

Board of Directors Composition

7

Directors

6

Are independent

3

Are former CEOs

2

Are female (making up 29% of the board)

Board Committees


Compensation

The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s compensation policies and practices. 


Audit

The Audit Committee is responsible for the oversight of financial risks, including the steps the Company has taken to monitor and mitigate these risks. Additionally, the Audit Committee is responsible for oversight of risks related to the Code of Business Ethics with respect to executive officers and senior financial officers. 


Governance

The Governance Committee is responsible for the oversight of risks related to corporate governance and, in its role of reviewing and maintaining the Company’s Corporate Governance Guidelines and Code of Business Ethics, manages risks associated with the independence of the Board and potential conflicts of interest.

Governance at a Glance

Chair
Member
Board Members Audit Compensation Governance

Alec Covington (Chairman)

Carl Camden

Joseph Cantie

Tina Donikowski

Mark Petrarca

Nancy Taylor

Robert Buck (TopBuild President & CEO)


Committee Charters

Alec Covington

Alec Covington

Mr. Covington is Managing Director of Haynes Park Capital, LLC, a private investment and business consulting firm he founded in 2013. Previously, Mr. Covington served as President and Chief Executive Officer of Nash-Finch Company, a food distribution company, from 2006 until it merged with Spartan Stores, Inc. in 2013. From 2004 to 2006, Mr. Covington served as President and Chief Executive Officer of Tree of Life, Inc., a specialty food distributor, and as a member of the Executive Board of Tree of Life's parent corporation, Royal Wessanen NV, which is based in the Netherlands. Mr. Covington has also served as Chief Executive Officer of AmeriCold Logistics, LLC, President of Richfood Inc. and Executive Vice President of Supervalu Inc. As our independent board chairman, Mr. Covington presides over executive sessions of the board.

Carl Camden

Carl Camden

Mr. Camden is founder and President of iPSE-U.S., the association of Independent Workers, a not-for-profit association, since 2018. Previously, Mr. Camden served as Chief Executive Officer of Kelly Services, Inc., a global provider of outsourcing and consulting services and workforce solutions, from 2006 until May 2017, after being promoted to President in 2001. Mr. Camden joined Kelly Services in 1995 and served in various executive roles within the organization. Prior to joining Kelly Services, Mr. Camden was the Senior Vice President and Director of Corporate Marketing for KeyCorp, a financial services company. From 2006 to 2013, Mr. Camden was a director of the Federal Reserve Bank of Chicago, Detroit Branch, serving as its Chairman from 2011 to 2013.

Joseph Cantie

Joseph Cantie

Mr. Cantie is the former Executive Vice President and Chief Financial Officer of TRW Automotive Holdings Corp., a diversified global supplier of automotive systems, modules and components. He held that position from February 2003 until January 2016. From 2001 to 2003, Mr. Cantie was Vice President, Finance for the automotive business of TRW, Inc., a global aerospace, systems and automotive conglomerate. Mr. Cantie served as TRW Inc.'s Vice President, Investor Relations from 1999 until 2001. From 1996 to 1999, Mr. Cantie was employed by LucasVarity plc, serving in several executive positions, including Vice President and Controller. Prior to joining LucasVarity, Mr. Cantie was employed as a certified public accountant with KPMG. Mr. Cantie is a director of Summit Materials (NYSE:SUM), Inc. and Howmet Aerospace, Inc. (NYSE:HWM).

Tina Donikowski

Tina Donikowski

Ms. Donikowski retired from General Electric in 2015 after serving for 38 years in a variety of leadership positions. The most recent were Vice President, Propulsion Business and Vice President, Global Locomotive Business, both part of GE Transportation. Ms. Donikowski currently serves on the Board of Directors of CIRCOR International (NYSE: CIR), Atlas Copco AB (STOCKHOLM: ATCO), Advanced Energy Industries, Inc. (NASDAQ: AEIS), and ERIEZ Magnetics, a private company, as well as on the Board of Trustees of both Gannon University and The Boys & Girls Club of Erie, Pennsylvania.

Mark Petrarca

Mark Petrarca

Mr. Petrarca is the Senior Vice President of Human Resources and Public Affairs of A. O. Smith Corporation, a global manufacturer of residential and commercial water heating equipment. He has held this position since 2005. Mr. Petrarca joined A. O. Smith in 1999 as Vice President-Human Resources for its Water Products Company. Mr. Petrarca was previously employed as Director of Human Resources for Strike Weapon Systems, a division of Raytheon Systems Company, and served in various manufacturing and human resources positions at the Defense Systems and Electronics Group of Texas Instruments.

Nancy Taylor

Nancy Taylor

Ms. Taylor served as the President and CEO of Tredegar Corporation, a global manufacturing company, from 2010 until her departure from the company in 2015. During her 24-year career with Tredegar, Ms. Taylor held a variety of leadership positions including President of Tredegar Film Products, Senior Vice President, Strategy and General Counsel. Ms. Taylor currently serves as Chair of the Board of Lumber Liquidators Holdings, Inc. (NYSE:LL), serves on the Board of Directors of Verso Corporation (NYSE: VRS), and is Chairman of the Board of the Boys & Girls Club of Metro Richmond.

Robert Buck

Robert Buck

Robert Buck became TopBuild’s Chief Executive Officer on January 1, 2021 after serving as the Company’s President and Chief Operating Officer following its spin-off from Masco in June 2015.  Prior to TopBuild, Robert served as Group Vice President of Masco where he was responsible for the Installation and Other Services Segment consisting of both Masco Contractor Services and Service Partners, LLC. Robert began his career with Masco Corporation in 1997 at Liberty Hardware where he spent eight years in several operations leadership roles and worked extensively in international operations. He became Executive Vice President in 2005 and helped lead the merger of another Masco company with Liberty Hardware before being promoted to the office of President in 2007.

Robert earned a Master’s degree in Business Administration from the University of North Carolina at Greensboro.

Board Of Directors

Meet our Board of Directors and view their bios

View Board of Directors

Board Committees

View Committee Composition and Committee Charters

View Board Committees

Governance Documents

Guidelines, Charters, and other Governance-related documents

View Documents

Our Policies

We have established a wide range of policies to help ensure our employees adhere to a code of conduct consistent with our environmental, social and governance practices.