Deirdre Drake
TopBuildAbout Deirdre C. Drake
Independent director of TopBuild Corp. (BLD) since 2023; age 59. Retired human resources executive with a 33-year career culminating as EVP, Chief People Officer, and Head of Communications at U.S. Cellular; prior roles include CHRO at BMO Harris Bank and BMO Capital Markets, and senior HR leadership at ARAMARK . Serves on all three board committees (Audit, Compensation, Governance); not a committee chair . Independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Cellular Corporation | EVP, Chief People Officer; Head of Communications | 2018–2022 (EVP/Chief People Officer/Head of Communications); joined 2014 as SVP CHRO | Led human capital and communications; service-based org experience useful for integration and growth |
| BMO Financial Group (BMO Harris Bank; BMO Capital Markets) | Chief Human Resources Officer | 2006–2014 | Led HR across banking divisions |
| ARAMARK Corporation | Senior management roles in HR | 1995–2006 | Human capital management in services |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| U.S. Cellular Corporation (NYSE: USM) | Director | Not disclosed | Current public company directorship; telecom sector, minimal overlap with insulation/building products |
Board Governance
- Independence and leadership: Board separates Chair and CEO; Chair is independent (Alec C. Covington), enhancing oversight . Drake is independent under NYSE and company standards .
- Committee assignments: Audit, Compensation, Governance (member; not chair) . Audit Committee includes five designated financial experts (Drake not listed among those) .
- Attendance and engagement: 2024 Board held 5 regular meetings plus one telephonic; Audit met 4 times; Compensation met 4 times; Governance met 5 times. All incumbent directors attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 Annual Meeting .
- Practices: Regular independent sessions; annual self-assessments; majority voting with director resignation policy; ability to retain independent advisors . Strong governance summary includes prohibited insider hedging/pledging, stock ownership requirements, and no related party transactions in 2024 .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $97,500 | Standard non-employee director cash retainer |
| Equity grant (restricted stock) | $142,500 | Grant-date fair value; 340 RS shares; restrictions lapse on 4/29/2025 (first anniversary) |
| Committee chair fees | $0 | Not applicable; chairs receive $20,000 (Audit), $15,000 (Compensation), $15,000 (Governance); Drake is not chair |
| Meeting fees/perquisites | $0 | No meeting fees; non-employee directors do not receive perquisites |
| Total | $240,000 | Mix: ~40.6% cash, ~59.4% equity (derived from above) |
- Ownership guidelines: Directors must own 5× annual cash retainer; five-year compliance window. All non-employee directors have satisfied or are on track .
- Change-in-control treatment: Director restricted stock restrictions lapse in full upon change in control .
Performance Compensation
- Directors do not receive performance-based equity or cash incentives; equity is time-based restricted stock with one-year vesting; no options for non-employee directors .
- Company-wide clawback policy applies to equity-based incentive compensation programs, and insider trading policy prohibits hedging/pledging, reinforcing alignment culture at board level .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| U.S. Cellular Corporation (USM) | Telecommunications | Low | No evident supplier/customer overlap with TopBuild’s insulation and building products focus; board policy found no related party transactions in 2024 |
- Compensation committee interlocks: None identified under SEC rules in 2024 .
Expertise & Qualifications
- Core expertise: Human resources, talent management, communications oversight, integration for growth—valuable for human capital management amid TopBuild’s multi-branch operations .
- Audit participation: Serves on Audit Committee; not designated an audit committee financial expert—balanced by presence of five such experts on the committee .
Equity Ownership
| Holder | Shares Beneficially Owned (as of 2/27/2025) | Percent of Class | Shares Outstanding (BLD) |
|---|---|---|---|
| Deirdre C. Drake | 1,245 | <1% | 29,245,308 |
- Hedging/pledging: Company policy prohibits hedging, pledging, margin accounts, short selling, and standing orders for Company stock, reducing misalignment risk .
- Guideline compliance: Directors subject to 5× cash retainer stock ownership requirement; all satisfied or on track within five-year window .
Governance Assessment
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Strengths:
- Independent director with deep HR and communications background; sits on all key committees, signaling active engagement .
- Board structure and processes emphasize independence, majority voting, self-assessment, and advisor access .
- Clear director compensation framework with substantial equity component and ownership guidelines; no perquisites; change-in-control clarity .
- No related party transactions in 2024; no compensation committee interlocks; prohibition on hedging/pledging .
- Shareholder alignment signals: 97% Say-on-Pay support in 2024 for executive compensation program design .
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Watch items:
- Drake is not an audit committee financial expert; however, Audit Committee composition includes multiple designated experts, mitigating risk .
- Equity ownership (1,245 shares, <1%) reflects relatively recent board tenure; guideline provides five-year runway to reach target .
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Overall investor confidence signals:
- Broad governance practices, independence, and ownership policies support board effectiveness and alignment. Absence of conflicts or related-party exposure and strong shareholder support for compensation practices are positive indicators .