TopBuild Corp. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Year	Summary Compensation Table Total for PEO⁽¹⁾($)	Compensation Actually Paid to PEO⁽²⁾($)	Average Summary Compensation Table Total for Non-PEO NEOs⁽³⁾($)	Average Compensation Actually Paid to Non-PEO NEOs⁽²⁾($)	Value of Initial Fixed $100 Investment Based On:		Net Income (millions) ($)	Adjusted Operating Income (AOI) (millions)⁽⁵⁾($)
Year	Summary Compensation Table Total for PEO⁽¹⁾($)	Compensation Actually Paid to PEO⁽²⁾($)		Average Compensation Actually Paid to Non-PEO NEOs⁽²⁾($)			Net Income (millions) ($)	Adjusted Operating Income (AOI) (millions)⁽⁵⁾($)	Total Shareholder Return⁽⁴⁾($)	Peer Group Total Shareholder Return⁽⁴⁾($)
2023	$7,777,624	$23,136,960	$1,992,115	$4,896,225	$363	$208	$614	$889
2022	$6,267,186	($394,693)	$1,808,545	($29,434)	$152	$144	$556	$802
2021	$4,729,324	$10,763,416	$1,480,184	$3,562,736	$268	$188	$324	$485
2020	$5,506,201	$24,859,189	$1,615,725	$4,653,581	$179	$128	$247	$347

(1) Our PEO in 2023, 2022 and 2021 is Mr. Buck. Our PEO in 2020 is Mr. Volas, who retired on December 31, 2020.

(2)

The amounts in this column reflect compensation as reported in the Summary Compensation Table, with the exception of equity awards. Equity award value adjustments are calculated in accordance with the SEC methodology for CAP for each year. Stock awards based on earnings per share and service are valued using the closing price of common stock on the valuation date and probable outcome of the performance condition. The value of stock options is calculated using a Black-Scholes model; the value of awards that vest based on our TSR performance relative to a peer group of companies is calculated using a Monte Carlo valuation model to represent the probable outcome and the closing price. Equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes.

A reconciliation of the amounts reported in the Summary Compensation Table and CAP to the individuals who served as PEO and NEOs in each year is shown in the table below.

Reconciliation of SCT Compensation to CAP Numbers in 000's	PEO				NEO Average
		2020	2021	2022	2023	2020	2021	2022	2023
Summary Compensation Table Total	$5,506,201	$4,729,324	$6,267,186	$7,777,624	$1,615,725	$1,480,184	$1,808,545	$1,992,115
Deduct Equity Awards:
Amounts reported in the “Stock Awards” column in the SCT for applicable FY	$2,031,028	$1,650,580	$3,574,221	$4,722,871	$446,554	$385,572	$876,098	$892,202
Amounts reported in the “Option Awards” column in the SCT for applicable FY	$1,160,019	$920,000	$0	$0	$220,796	$215,016	$0	$0
Add back: Change in Fair Value
Year End Fair Value of Current Year Equity Awards	$7,570,686	$4,293,414	$2,128,991	$12,372,615	$1,244,469	$1,003,362	$568,481	$2,337,300
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	$12,473,212	$3,735,308	($3,547,596)	$7,039,364	$2,035,097	$1,488,330	($978,098)	$1,334,062
Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year	$2,500,137	$575,950	($1,669,053)	$670,227	$425,515	$191,448	($552,264)	$124,951
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	$0	$0	$0	$0	$125	$0	$0	$0
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	$0	$0	$0	$0	$0	$0	$0	$0
Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0	$0	$0	$0	$0	$0
Compensation Actually Paid (CAP)	$24,859,189	$10,763,416	($394,693)	$23,136,960	$4,653,581	$3,562,736	($29,434)	$4,896,225

(3) Our non-PEO NEOs in 2023 are Messrs. Kuhns, Raia, Viselli and Machado; in 2022 are Messrs. Kuhns, Machado, Raia, Franklin, and Mr. Peterson, who retired on September 30, 2022; in 2021 are Messrs. Peterson, Machado, Raia, and Franklin; and in 2020 are Messrs. Buck, Peterson, Machado, Raia and Walther.

(4) The S&P Composite 1500 Building Products Index is used as our Total Shareholder Return peer group.

(5) AOI dollars, which represents 30% of our AIP bonus, is our Company selected performance measure. A reconciliation of Operating Income as reported in our 10-K to AOI is shown in the table below.

Reconciliation of Reported Operating Income to AOI
Numbers in 000's	2020	2021	2022	2023
Operating Income, as reported (see Annual 10K Report)	$355,046	$476,419	$797,164	$878,825
Adjustments:
Non GAAP Charges related to M&A	$855	$38,164	$7,974	$19,698
M&A not included in Business Plan	-$3,187	-$23,848	-$2,968	-$9,718
Cost of Legal Settlement	-$6,000	-$6,000	$0	$0
Adjusted Operating Income (AOI)	$346,714	$484,735	$802,170	$888,805

Company Selected Measure Name

Adjusted OperatingIncome

Named Executive Officers, Footnote

(1) Our PEO in 2023, 2022 and 2021 is Mr. Buck. Our PEO in 2020 is Mr. Volas, who retired on December 31, 2020.

Peer Group Issuers, Footnote

(4) The S&P Composite 1500 Building Products Index is used as our Total Shareholder Return peer group.

PEO Total Compensation Amount

$ 7,777,624

$ 6,267,186

$ 4,729,324

$ 5,506,201

PEO Actually Paid Compensation Amount

$ 23,136,960

(394,693)

10,763,416

24,859,189

Adjustment To PEO Compensation, Footnote

A reconciliation of the amounts reported in the Summary Compensation Table and CAP to the individuals who served as PEO and NEOs in each year is shown in the table below.

Reconciliation of SCT Compensation to CAP Numbers in 000's	PEO				NEO Average
		2020	2021	2022	2023	2020	2021	2022	2023
Summary Compensation Table Total	$5,506,201	$4,729,324	$6,267,186	$7,777,624	$1,615,725	$1,480,184	$1,808,545	$1,992,115
Deduct Equity Awards:
Amounts reported in the “Stock Awards” column in the SCT for applicable FY	$2,031,028	$1,650,580	$3,574,221	$4,722,871	$446,554	$385,572	$876,098	$892,202
Amounts reported in the “Option Awards” column in the SCT for applicable FY	$1,160,019	$920,000	$0	$0	$220,796	$215,016	$0	$0
Add back: Change in Fair Value
Year End Fair Value of Current Year Equity Awards	$7,570,686	$4,293,414	$2,128,991	$12,372,615	$1,244,469	$1,003,362	$568,481	$2,337,300
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	$12,473,212	$3,735,308	($3,547,596)	$7,039,364	$2,035,097	$1,488,330	($978,098)	$1,334,062
Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year	$2,500,137	$575,950	($1,669,053)	$670,227	$425,515	$191,448	($552,264)	$124,951
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	$0	$0	$0	$0	$125	$0	$0	$0
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	$0	$0	$0	$0	$0	$0	$0	$0
Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0	$0	$0	$0	$0	$0
Compensation Actually Paid (CAP)	$24,859,189	$10,763,416	($394,693)	$23,136,960	$4,653,581	$3,562,736	($29,434)	$4,896,225

Non-PEO NEO Average Total Compensation Amount

$ 1,992,115

1,808,545

1,480,184

1,615,725

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,896,225

(29,434)

3,562,736

4,653,581

Adjustment to Non-PEO NEO Compensation Footnote

A reconciliation of the amounts reported in the Summary Compensation Table and CAP to the individuals who served as PEO and NEOs in each year is shown in the table below.

Reconciliation of SCT Compensation to CAP Numbers in 000's	PEO				NEO Average
		2020	2021	2022	2023	2020	2021	2022	2023
Summary Compensation Table Total	$5,506,201	$4,729,324	$6,267,186	$7,777,624	$1,615,725	$1,480,184	$1,808,545	$1,992,115
Deduct Equity Awards:
Amounts reported in the “Stock Awards” column in the SCT for applicable FY	$2,031,028	$1,650,580	$3,574,221	$4,722,871	$446,554	$385,572	$876,098	$892,202
Amounts reported in the “Option Awards” column in the SCT for applicable FY	$1,160,019	$920,000	$0	$0	$220,796	$215,016	$0	$0
Add back: Change in Fair Value
Year End Fair Value of Current Year Equity Awards	$7,570,686	$4,293,414	$2,128,991	$12,372,615	$1,244,469	$1,003,362	$568,481	$2,337,300
Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards	$12,473,212	$3,735,308	($3,547,596)	$7,039,364	$2,035,097	$1,488,330	($978,098)	$1,334,062
Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year	$2,500,137	$575,950	($1,669,053)	$670,227	$425,515	$191,448	($552,264)	$124,951
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	$0	$0	$0	$0	$125	$0	$0	$0
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	$0	$0	$0	$0	$0	$0	$0	$0
Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$0	$0	$0	$0	$0	$0	$0	$0
Compensation Actually Paid (CAP)	$24,859,189	$10,763,416	($394,693)	$23,136,960	$4,653,581	$3,562,736	($29,434)	$4,896,225

Compensation Actually Paid vs. Total Shareholder Return

CAP decreased from 2020 to 2021 as TopBuild’s TSR increased. For 2022, CAP and TopBuild TSR both decreased. For 2023, CAP and TopBuild TSR both increased.

Compensation Actually Paid vs. Net Income

Over the 2020 to 2022 time period, CAP for TopBuild decreased. Over the same period, Company net income increased annually. For 2023, CAP and Company net income both increased.

Compensation Actually Paid vs. Company Selected Measure

Over the 2020 to 2022 time period, CAP for TopBuild decreased. Over the same period, AOI increased annually. For 2023, CAP and AOI both increased.

Total Shareholder Return Vs Peer Group

CAP decreased from 2020 to 2021 as TopBuild’s TSR increased. For 2022, CAP and TopBuild TSR both decreased. For 2023, CAP and TopBuild TSR both increased.

Tabular List, Table

The table below lists the performance measures that we believe are the most important financial performance measures used to link the performance of our Company to the compensation actually paid to our PEO and NEOs.

Most Important Performance Measures

Operating Income, as adjusted (AOI)

Net Sales

Working Capital

Safety Incident Rate

Earnings Per Share (EPS)

Relative Total Shareholder Return (TSR)

Total Shareholder Return Amount

$ 363

152

268

179

Peer Group Total Shareholder Return Amount

208

144

188

128

Net Income (Loss)

$ 614,000,000

$ 556,000,000

$ 324,000,000

$ 247,000,000

Company Selected Measure Amount

888,805,000

802,170,000

484,735,000

346,714,000

PEO Name

Mr. Buck

Operating Income

$ 878,825,000

$ 797,164,000

$ 476,419,000

$ 355,046,000

Non GAAP Charges related to M&A

19,698,000

7,974,000

38,164,000

855,000

M&A not included in Business Plan

(9,718,000)

(2,968,000)

(23,848,000)

(3,187,000)

Cost of Legal Settlement

$ 0

(6,000,000)

Adjusted operating income as percentage of AIP bonus

30.00%

Measure:: 1

Pay vs Performance Disclosure

Name

Operating Income, as adjusted (AOI)

Non-GAAP Measure Description

(5) AOI dollars, which represents 30% of our AIP bonus, is our Company selected performance measure. A reconciliation of Operating Income as reported in our 10-K to AOI is shown in the table below.

Reconciliation of Reported Operating Income to AOI
Numbers in 000's	2020	2021	2022	2023
Operating Income, as reported (see Annual 10K Report)	$355,046	$476,419	$797,164	$878,825
Adjustments:
Non GAAP Charges related to M&A	$855	$38,164	$7,974	$19,698
M&A not included in Business Plan	-$3,187	-$23,848	-$2,968	-$9,718
Cost of Legal Settlement	-$6,000	-$6,000	$0	$0
Adjusted Operating Income (AOI)	$346,714	$484,735	$802,170	$888,805