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

6

Directors

5

Are independent

2

Are former CEOs

2

Are female (making up 33% 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)

Ernesto Bautista, III

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.

Ernesto Bautista, III

Ernesto Bautista, III

Mr. Bautista is Chief Financial Officer of BJ Energy Solutions LLC an oil and gas service company. Prior to joining BJ Energy Solutions in 2021, Mr. Bautista served as Vice President, Chief Financial Officer and Treasurer of CARBO Ceramics Inc. (NYSE:CRR) from 2009 to 2020. In addition, Mr. Bautista served in several senior management roles at W-H Energy Services, Inc. (NYSE:WHQ), ultimately serving as Vice President and Chief Financial Officer prior to the Company’s sale to Smith International Inc.

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, a position he held 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 the international accounting firm of KPMG. Mr. Cantie is a director of Summit Materials, Inc. (NYSE: SUM), a vertically integrated construction materials company, and Howmet Aerospace, Inc. (NYSE: HWM), a provider of advanced engineered solutions for the aerospace and transportation industries.

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, Global Locomotive Business of General Electric and Vice President, Propulsion Business of General Electric. 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. Ms. Donikowski holds a Bachelor of Science degree in Industrial Engineering and an Honorary Doctorate from Gannon University.

Mark Petrarca

Mark Petrarca

Mr. Petrarca has served as the Senior Vice President of Human Resources and Public Affairs of A. O. Smith Corporation, a global manufacturer of residential and commercial water heating and water treatment equipment, since 2005. In this role, he is responsible for all human resource activities, including policy and strategy development, performance management, employee relations, compensation and benefits, and organizational development and succession planning, as well as public affairs and communications. Mr. Petrarca joined A. O. Smith Corporation in 1999, serving as Vice President-Human Resources for its Water Products Company until 2005. Mr. Petrarca was previously employed as Director of Human Resources for Strike Weapon Systems, a division of Raytheon Systems Company, and 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 Chief Executive Officer of Tredegar Corporation, a global manufacturing company, from 2010 until 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 on the Board of the Boys & Girls Club of Metro Richmond (Virginia).

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. At Masco, Mr. Buck served as Group Vice President where he was responsible for the Installation and Other Services Segment consisting of both Masco Contractor Services and Service Partners, LLC. Mr. Buck began his career with Masco 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.