Sector: Consumer Discretionary
TOPBUILD CORP · Meeting: April 27, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2015 with strong distribution and executive leadership experience; BLD's 3-year price return of 84.1% exceeds the XLI sector ETF benchmark by +8.7 percentage points, well below the 65-point gap needed to trigger an against vote, and he passes all other policy screens including attendance and independence.
Director since 2021 with relevant CFO experience in cyclical industries; joined within the window where TSR performance is squarely on his watch but the stock outperformed the XLI benchmark, and he passes all other policy screens including attendance and independence.
CEO and director since 2021; as an executive director he is subject to the same TSR trigger as independent directors, but BLD's 3-year price return of 84.1% exceeds the XLI benchmark by +8.7 percentage points — well short of the 65-point gap required to fire the trigger — and he holds only one outside public board seat (Core & Main), which is within the two-seat limit for sitting CEOs.
Director since 2015 with deep CFO and audit expertise; BLD's strong TSR clears the performance threshold by a wide margin, he serves on two outside public boards (Howmet Aerospace and Gates Industrial) which is within the four-seat overboarding limit for non-executives, and he passes all other policy screens.
Director since 2018 with extensive industrial leadership experience from General Electric; BLD's TSR outperforms the XLI benchmark and she passes all other policy screens including attendance and independence.
Director since 2023, joining less than 24 months before the proxy filing date of March 2026, which means she is within the new-director exemption period and is automatically exempt from the TSR performance trigger; she also passes all other policy screens.
Director since 2015 with strong human resources, compensation, and building products industry expertise; BLD's TSR comfortably clears the performance threshold and he passes all other policy screens including attendance and independence.
Director since 2018 with CEO-level experience and deep governance knowledge; BLD's TSR outperforms the XLI benchmark and she holds one outside public board seat (Malibu Boats), well within the overboarding limit, and passes all other policy screens.
All eight director nominees receive a FOR vote. TopBuild's 3-year price return of 84.1% outperforms the XLI Industrials sector ETF benchmark by +8.7 percentage points, which is far below the 65-point gap required to trigger an against vote for a company with strong positive TSR. No director is overboarded, all attended at least 75% of meetings, all independent directors are properly classified, and no familial relationships with management are disclosed. Deirdre Drake, who joined in 2023, also qualifies for the new-director exemption from the TSR trigger.
CEO
Robert M. Buck
Total Comp
$7,873,810
Prior Support
96%%
The CEO received total compensation of $7,873,810 for 2025, which is within a reasonable range for a CEO of a $9.8 billion industrial company, and the prior Say on Pay vote drew approximately 96% support — a strong signal of shareholder satisfaction requiring no remedial action. The pay structure is well-designed: at least 60% of total compensation is variable and performance-linked through a mix of performance stock awards (vesting based on earnings per share and relative total shareholder return over three years) and time-based stock awards, with a meaningful annual cash bonus tied to adjusted operating income, net sales, working capital efficiency, and safety metrics. The company also maintains a proper clawback policy adopted in October 2023 in compliance with NYSE and SEC requirements, and prohibits insider hedging, both of which are positive governance features.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,524,652
Non-Audit Fees
$77,000
PwC's non-audit fees for 2025 were $77,000 against audit fees of $3,524,652, a ratio of approximately 2.2% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. PwC is a Big 4 firm appropriate for a company of TopBuild's $9.8 billion market cap, and no material financial restatements are disclosed.
Meeting held April 27, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Robert M. Buck | 98.0% | 25.1M | 514,103 | ✓ Elected |
| Ernesto Bautista, III | 97.1% | 24.9M | 743,077 | ✓ Elected |
| Deirdre C. Drake | 97.1% | 24.9M | 742,243 | ✓ Elected |
| Tina M. Donikowski | 97.0% | 24.8M | 782,024 | ✓ Elected |
| Nancy M. Taylor | 96.8% | 24.6M | 806,103 | ✓ Elected |
| Joseph S. Cantie | 96.7% | 24.8M | 846,737 | ✓ Elected |
| Alec C. Covington | 96.6% | 24.7M | 878,448 | ✓ Elected |
| Mark A. Petrarca | 96.5% | 24.7M | 909,947 | ✓ Elected |
Broker non-votes: 969,604
Say on Pay
For 24.5M · Against 1.1M · Abstain 50,101
Auditor Ratification
For 26.0M · Against 620,607 · Abstain 23,099
TopBuild's 2026 annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory vote on executive compensation. All proposals receive a FOR vote — the director slate is clean with strong TSR performance, PwC's fee structure raises no independence concerns, and the executive compensation program is well-structured with meaningful performance conditions and overwhelming prior shareholder support.
16 companies disclosed in 2026 proxy filing
