Alec Covington
TopBuildAbout Alec C. Covington
Alec C. Covington, age 68, has served on TopBuild’s Board since 2015 and is the independent Chairperson of the Board. He is designated an Audit Committee Financial Expert and serves on all three standing committees: Audit, Compensation, and Governance. Covington is Managing Director of Haynes Park Capital, LLC (since late 2013), with a background in distribution, supply chain operations, and logistics across food and building products channels .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nash-Finch Company | President & Chief Executive Officer | 2006–2013 (until merger with Spartan Stores) | Led food distribution; executive leadership through strategic M&A |
| Tree of Life, Inc. (Royal Wessanen NV parent) | President & Chief Executive Officer; Member of Parent’s Executive Board | 2004–2006 | Specialty food distribution; board-level exposure to European parent governance |
| AmeriCold Logistics, LLC | Chief Executive Officer | 2001–2004 | Temperature-controlled warehousing/logistics; deep supply chain experience |
| Richfood Inc. | President | Prior to 2001 | Food distribution operations leadership |
| Supervalu Inc. | Executive Vice President | Prior to 2001 | Large-scale retail/wholesale operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haynes Park Capital, LLC | Managing Director | 2013–present | Private investment and consulting; operational/transactional expertise |
| Other public company boards | — | — | None disclosed for Covington |
Board Governance
- Structure and independence
- Separate Chair and CEO roles; Covington serves as independent Board Chairperson .
- All three committees (Audit, Compensation, Governance) comprise independent directors; Covington sits on all three .
- Board affirmed independence for all directors except the CEO .
- Committee assignments and financial expertise
- Audit Committee member; designated Audit Committee Financial Expert .
- Compensation Committee member (Chair is Mark Petrarca) .
- Governance Committee member (Chair is Nancy Taylor) .
- Attendance and engagement
- 2024 activity: Board—5 regular meetings, 1 telephonic, 1 written consent; Audit—4; Compensation—4; Governance—5. All incumbent directors attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Shareholder engagement and governance practices: majority voting for directors, annual self-assessments, independent sessions, no related party transactions in 2024, prohibition on insider hedging/pledging .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee directors) – cash | $97,500 | Standard cash retainer |
| Annual retainer – restricted stock | $142,500 | Grant of 340 shares; restrictions lapse 4/29/2025 (first anniversary) |
| Board Chair additional cash retainer | $140,000 | Paid to Covington as Chairperson |
| Committee chair fees | $20,000 (Audit), $15,000 (Comp), $15,000 (Governance) | Covington is not a committee chair; fees shown for context |
| Perquisites | None | Non-employee directors receive no perquisites |
| 2024 total (Covington) | $380,000 | $237,500 cash + $142,500 stock awards |
Performance Compensation (Director)
| Metric/Instrument | Disclosure |
|---|---|
| Performance-based equity (PSUs) | Not applicable to non-employee directors; directors receive time-based restricted stock under LTIP |
| Hedging/pledging | Prohibited by insider trading policy (no hedging, pledging, margin accounts) |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| — | — | — | Covington has no other public company boards disclosed |
| Compensation Committee interlocks | — | — | None in 2024 across the Board; no SEC-defined interlocks |
Expertise & Qualifications
- Audit Committee Financial Expert designation; strong financial literacy .
- Deep operating leadership in distribution, supply chain, and logistics; background in management, operations, and business development supporting TopBuild’s installation/distribution businesses .
- Independent Board leadership experience as Chairperson .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Shares beneficially owned (as of 2/27/2025) | 14,210 | Director-level ownership |
| Shares outstanding (as of 2/27/2025) | 29,245,308 | Basis for % calculation |
| Ownership as % of outstanding | ~0.05% | Calculated from disclosed figures (14,210 / 29,245,308) |
| Vested vs. unvested | Not separately disclosed for directors | Director grants are time-based restricted stock; 340 shares granted in 2024 lapse 4/29/2025 |
| Shares pledged as collateral | Prohibited by policy | Hedging/pledging prohibited |
| Director stock ownership guideline | 5x annual cash retainer | Five years to comply; all directors met or are on track |
Governance Assessment
- Strengths
- Independent Chairperson role with broad operating credentials enhances oversight; separation of Chair/CEO supports objectivity .
- Full committee participation and Audit Financial Expert status signal hands-on engagement and financial rigor .
- Attendance thresholds met and annual meeting participation; robust governance practices (majority voting, independent sessions, self-assessments) .
- Alignment mechanisms: annual director equity grants, stock ownership guidelines, and anti-hedging/pledging policy .
- No related party transactions in 2024; no compensation committee interlocks—low conflict exposure .
- Watchpoints
- Cash-heavy component from Chair retainer increases fixed cash vs. equity mix ($237.5K cash vs. $142.5K stock in 2024); investors typically prefer higher equity weighting for directors .
- RED FLAGS
- None identified for Covington in 2024: no related-party items, no hedging/pledging, attendance thresholds met .
Overall, Covington’s independent Chair role, committee breadth, and logistics/distribution expertise are accretive to board effectiveness at TopBuild, with governance structures and policies that reduce conflict risk and strengthen investor alignment .