Joseph Cantie
TopBuildAbout Joseph S. Cantie
Independent director since 2015; age 61. Former Executive Vice President and Chief Financial Officer of TRW Automotive Holdings Corp. (Feb 2003–Jan 2016), with prior senior finance and IR roles at TRW Inc., executive positions including VP and Controller at LucasVarity plc, and early career as a CPA at KPMG. At TopBuild (BLD), he serves as Audit Committee Chair, sits on the Compensation and Governance Committees, and is designated an Audit Committee Financial Expert; he also serves on the board of Howmet Aerospace, Inc. (NYSE: HWM) .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| TRW Automotive Holdings Corp. | EVP & Chief Financial Officer | Feb 2003–Jan 2016 | Led finance organization of a large global supplier; deep expertise in finance, capital markets, operations, M&A, strategy, integration . |
| TRW Inc. | VP, Finance (Automotive business) | 2001–2003 | Senior finance leadership in aerospace/systems/automotive conglomerate . |
| TRW Inc. | VP, Investor Relations | 1999–2001 | Capital markets and investor relations leadership . |
| LucasVarity plc | Various executive roles incl. VP & Controller | 1996–1999 | Executive finance and control roles in global industrials . |
| KPMG | Certified Public Accountant | Not disclosed | Early career with international accounting firm . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howmet Aerospace, Inc. (NYSE: HWM) | Director | Not disclosed | Board-level oversight at aerospace & transportation engineered solutions provider . |
Board Governance
- Independence: Board determined all directors other than CEO are independent; Cantie is independent .
- Committee assignments and roles:
- Audit Committee Chair; Audit committee members are independent and financially literate under NYSE/SEC; multiple members qualify as financial experts .
- Compensation Committee member; all members independent; uses Willis Towers Watson as independent compensation consultant .
- Governance Committee member; all members independent .
- Attendance and engagement: In 2024, Board held 5 regular meetings, 1 telephonic, and acted by unanimous written consent once; Audit and Compensation each met 4 times; Governance met 5 times. Each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Audit oversight: As Chair, Cantie led PwC independence discussions, scope/results of audits, internal controls review, and recommended inclusion of audited financials in the Annual Report .
| Committee | Role | 2024–25 Membership | Meetings in 2024 |
|---|---|---|---|
| Audit | Chair | Joseph S. Cantie (Chair); Ernesto Bautista III; Alec C. Covington; Tina M. Donikowski; Deirdre C. Drake; Mark A. Petrarca; Nancy M. Taylor | 4 |
| Compensation | Member | Mark A. Petrarca (Chair); Ernesto Bautista III; Joseph S. Cantie; Alec C. Covington; Tina M. Donikowski; Deirdre C. Drake; Nancy M. Taylor | 4 |
| Governance | Member | Nancy M. Taylor (Chair); Ernesto Bautista III; Alec C. Covington; Joseph S. Cantie; Tina M. Donikowski; Deirdre C. Drake; Mark A. Petrarca | 5 |
Fixed Compensation
| Category | Amount (USD) | Details |
|---|---|---|
| Annual non‑employee director retainer | $240,000 | $97,500 cash + $142,500 restricted stock; restrictions generally lapse on first anniversary; lapse in full upon change in control; no perquisites . |
| Board Chair additional cash retainer | $140,000 | Paid to Board Chair (not Cantie) . |
| Committee Chair fees | Audit $20,000; Compensation $15,000; Governance $15,000 | Annual cash retainers for Chair roles . |
| Cantie 2024 cash fees | $117,500 | Includes base cash plus Audit Chair premium . |
| Cantie 2024 stock awards | $142,500 | Grant-date fair value of restricted stock . |
| Cantie 2024 total | $260,000 | Sum of cash and stock awards . |
Performance Compensation
| Equity Award Type | Shares | Grant-Date Fair Value (USD) | Vesting | Change-in-Control Treatment | Program Notes |
|---|---|---|---|---|---|
| Restricted stock (non‑employee directors) | 340 | $142,500 | Restrictions lapse Apr 29, 2025 (first anniversary), subject to continued service | Restrictions lapse in full upon change in control | Awards granted at Annual Meeting; Board sets amount; vest on next Annual Meeting if not specified; FMV-based share count; dividends allowed while unvested; not transferable until vest . |
| Eligible Director compensation limit | — | Max $750,000 | Annual cap under LTIP measured at grant date FMV | — | Plan share accounting and adjustments as specified . |
No director performance metrics (TSR/EBITDA/etc.) are tied to director pay; director equity is time-based restricted stock .
Other Directorships & Interlocks
- Other public company board: Howmet Aerospace, Inc. (NYSE: HWM) .
- Compensation Committee interlocks: In 2024, each non‑employee director served on the Compensation Committee; none of BLD’s executive officers or directors was on another company’s board where a relationship is a compensation committee interlock under SEC rules .
- Related party transactions: Board policy requires independent review/approval; no related party transactions occurred or were submitted/rejected in 2024 .
Expertise & Qualifications
- Audit Committee Financial Expert; extensive experience in finance, financial operations, capital markets, investor relations, and M&A/strategy/integration .
- Brings CFO-level rigor to financial reporting, controls, and audit oversight .
- Committee experience across Audit, Compensation, and Governance, with independent consultant support on compensation .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Feb 27, 2025) | 22,960 |
| Percent of class | <1% |
| Shares outstanding (Feb 27, 2025) | 29,245,308 |
| Director stock ownership guideline | 5× annual cash retainer; five years to comply |
| Compliance status | All non‑employee directors have satisfied or are on track within the window |
| Hedging/pledging policy | Prohibits hedging, pledging, margin accounts, short selling, standing/limit orders |
Governance Assessment
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Strengths
- Independent Audit Chair with “financial expert” designation; clear oversight of auditor independence, internal controls, whistleblower procedures, and climate-related disclosure accuracy—enhancing reporting integrity .
- Balanced director compensation mix (cash + time-based equity), stock ownership requirement (5× cash retainer), and no director perquisites—aligns directors with shareholders while limiting entrenchment risk .
- Robust governance processes: independent committees; regular executive‑free sessions; annual self‑assessments; majority voting; prohibition on hedging/pledging; public charters and governance documents .
- Attendance and engagement: Board/committees met frequently in 2024, with all incumbents at least 75% attendance and full attendance at the annual meeting—supports effective oversight .
- Shareholder support: Strong say‑on‑pay approval (~97% at 2024 meeting per proxy) and detailed 8‑K vote counts (For 27,737,778; Against 823,365; Abstain 93,094; Broker non‑votes 1,272,835) underpin confidence in pay/governance .
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Potential risks/monitor