Ernesto Bautista
TopBuildAbout Ernesto Bautista
Ernesto Bautista III (age 53) is an independent director of TopBuild Corp. (BLD) since 2021 and serves as CFO of BJ Energy Solutions LLC. He is designated an Audit Committee Financial Expert and sits on the Audit, Compensation, and Governance committees, bringing deep finance, treasury, and operations expertise from cyclical industries .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CARBO Ceramics Inc. (NYSE: CRR) | Vice President, CFO & Treasurer | 2009–2020 | Led finance and treasury; public company CFO experience |
| W-H Energy Services, Inc. (NYSE: WHQ) | Senior roles → Vice President & CFO | Pre-sale to Smith International | Progressed through senior management to CFO before company sale |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJ Energy Solutions LLC | Chief Financial Officer | 2021–present | Finance leadership in oilfield services |
Board Governance
- Independence: The Board determined Bautista (and all directors other than the CEO) is independent under NYSE standards .
- Committee memberships and expertise:
- Audit Committee: Member; designated Audit Committee Financial Expert .
- Compensation Committee: Member .
- Governance Committee: Member .
- Attendance: In 2024, the Board met 5 times (plus one telephonic and one consent); Audit met 4; Compensation met 4; Governance met 5. All incumbent directors attended at least 75% of aggregate Board and committee meetings and all directors attended the 2024 Annual Meeting .
- Leadership structure: Separate independent Chair (Alec Covington) and CEO roles; independent sessions held regularly .
| Committee | 2024 Meetings | Bautista Member? | Chair | Financial Expert |
|---|---|---|---|---|
| Audit | 4 | Yes | Joseph S. Cantie | Yes (Bautista) |
| Compensation | 4 | Yes | Mark A. Petrarca | N/A |
| Governance | 5 | Yes | Nancy M. Taylor | N/A |
Fixed Compensation
| Component (Non-Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Annual retainer – Cash | $97,500 | Paid to all non-employee directors |
| Annual retainer – Restricted Stock | $142,500 | 340 shares; lapses 1-year from grant |
| Committee Chair fees (Audit/Comp/Gov) | $20,000 / $15,000 / $15,000 | Not applicable; Bautista is not chair |
| Board Chair additional cash retainer | $140,000 | Not applicable |
Director compensation totals (2024):
| Director | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ernesto Bautista III | $97,500 | $142,500 | $240,000 |
Performance Compensation
| Equity Grant (Directors) | Grant Detail | Vesting | Shares/Value |
|---|---|---|---|
| Restricted Stock | Voting/dividends allowed; transfer restricted | Lapses on April 29, 2025 (first anniversary) | 340 shares; $142,500 grant-date fair value |
- Directors receive time-based restricted stock (no disclosed PSUs/options for directors). Awards are subject to the Company’s incentive compensation recovery policies per A&R LTIP; clawback policy adopted in Oct 2023 for Section 16 officers (NYSE Policy) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Bautista |
| Compensation committee interlocks | None – no relationships meeting SEC interlock definitions in 2024 |
Expertise & Qualifications
- Finance/treasury leadership in cyclical industries; financial planning, cash management, strategy, operations .
- Audit Committee Financial Expert designation .
- Independent director with committee experience across Audit, Compensation, Governance .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Class | Shares Outstanding (Record Date) |
|---|---|---|---|
| Ernesto Bautista III | 2,030 | <1% (asterisk footnote) | 29,245,308 (Feb 27, 2025) |
- Non-Employee Director stock ownership guideline: 5x annual cash retainer; all non-employee directors have satisfied or are on track within 5 years .
- Hedging/pledging: Prohibited for directors; policy bans hedging, pledging, margin accounts, short selling, standing/limit orders .
Governance Assessment
- Board effectiveness: Bautista’s presence on all three key committees with Audit financial expert status strengthens financial oversight and governance rigor .
- Independence & engagement: Affirmed independent; committee workloads met; Board/committee attendance thresholds achieved across all directors; independent sessions regularly held .
- Alignment & incentives: Director pay mix balances cash and equity; annual restricted stock aligns with shareholders while avoiding performance metrics that could compromise oversight independence . Ownership guidelines and anti-hedging/pledging enhance alignment .
- Conflicts/related party: No related party transactions in 2024; no compensation committee interlocks disclosed—reduces conflict risk .
- Shareholder signals: 2024 say-on-pay support ~97% indicates broad investor confidence in compensation governance .
- RED FLAGS: None disclosed—no pledging/hedging, no related party transactions, no interlocks, adequate attendance .
Overall, Ernesto Bautista’s audit expertise, multi-committee participation, and independence support board effectiveness; compensation structure and ownership policies indicate alignment, with no disclosed conflicts or attendance issues that would undermine investor confidence .