Joseph Viselli
TopBuildAbout Joseph Viselli
Joseph M. Viselli is TopBuild’s Vice President and Chief Growth Officer, a role he assumed effective October 1, 2024, after serving as Vice President and Chief Operating Officer during 2023–2024; he previously served as Executive Vice President, Distribution International in 2022 . Age and education are not disclosed in TopBuild’s proxy materials. Company performance during his recent tenure includes record 2024 sales of $5.3B (+2.6% YoY), nearly $1.1B in adjusted EBITDA, and $706.7M in free cash flow, alongside eight acquisitions and $966.4M of share repurchases; the Annual Incentive Plan (AIP) for 2024 achieved a 100.4% payout factor on weighted metrics, while 2023 AIP achieved 168.1% . Long-term incentives tie to cumulative EPS and relative TSR; 2022 PRSUs paid 200% on EPS and 0% on TSR for the 3-year period ending 2024, reflecting strong EPS performance but bottom-quartile relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TopBuild Corp. | Vice President & Chief Growth Officer | Oct 2024–present | Transition into growth leadership following prior COO role |
| TopBuild Corp. | Vice President & Chief Operating Officer | 2023–2024 | Senior operating leadership at corporate level |
| Distribution International (TopBuild subsidiary) | Executive Vice President | 2022 | Executive leadership within distribution segment |
External Roles
No external public company directorships or external roles are disclosed in the proxy statements .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 475,000 | 495,834 |
| Target Bonus (%) | 70% | 75% |
| Long-Term Incentive Target ($) | 750,000 | 850,000 |
Summary compensation (actuals):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 475,000 | 495,834 |
| Stock Awards – grant date fair value ($) | 843,063 | 930,434 |
| Non-Equity Incentive Plan Compensation ($) | 558,930 | 376,500 |
| All Other Compensation ($) | 152,798 | 11,710 |
| Total ($) | 2,029,791 | 1,814,478 |
Performance Compensation
AIP design and outcomes (company-wide metrics applied to NEOs):
| Performance Metric | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result | Actual % Attained vs Target | Weighting | Actual Weighted % |
|---|---|---|---|---|---|---|---|
| Adjusted Operating Income as % of Sales | 14.5% | 17.0% | 18.7% | 17.3% | 117.0% | 30.0% | 35.1% |
| Operating Income, as Adjusted ($mm) | 788.9 | 928.1 | 1,020.9 | 908.0 | 89.2% | 30.0% | 26.8% |
| Net Sales ($mm) | 4,914.2 | 5,460.2 | 6,006.2 | 5,251.8 | 71.4% | 20.0% | 14.3% |
| Working Capital as % of Sales | 14.3% | 13.0% | 11.7% | 14.0% | 42.3% | 10.0% | 4.2% |
| Safety Incident Rate | 2.68 | 2.23 | 1.97 | 1.95 | 200.0% | 10.0% | 20.0% |
| Total | 100.4% |
Viselli’s AIP payout:
- Paid $376,500 for 2024 performance (reflected as Non-Equity Incentive Plan Compensation) .
2022 PRSU vesting (paid February 22, 2025):
| Component | Target Shares Granted (#) | Payout (%) | Performance Shares Earned (#) | Amount Paid ($) |
|---|---|---|---|---|
| EPS (50% weight) | 134 | 200% | 268 | 81,413 |
| Relative TSR (50% weight) | 134 | 0% | — | — |
2024 LTI awards (grant date Feb 20, 2024):
| Instrument | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PRSUs (EPS 50%, TSR 50%) | 333 | 1,330 | 2,660 | 590,101 | Earned over 3-year period ending Dec 31, 2026, up to 200%; payout generally ~3rd anniversary |
| RSUs (time-based) | — | 887 | — | 340,333 | Vest in three equal annual tranches starting 1st anniversary |
Stock awards vested and realized (2024):
- RSUs vested: 582 shares; value realized: $235,698 .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership | 4,044 shares as of Feb 27, 2025 (less than 1% of 29,245,308 shares outstanding) |
| Ownership Guidelines | Executives VP-level and above must hold 1× base salary in common stock within 5 years; NEOs have satisfied or are on track |
| Hedging/Pledging | Prohibited (including pledging or holding in margin accounts, short selling, collars, swaps) |
| Outstanding Equity Awards (12/31/2024) | See breakdown below |
Outstanding equity awards detail (as of Dec 31, 2024):
| Grant Date | Type | Not Vested (#) | Market Value ($) | Unearned PRSUs at Target (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| 2/15/2022 | RSUs | 60 | 18,680 | PRSUs 268 | 83,439 |
| 4/1/2022 | RSUs | 2,731 | 850,270 | — | — |
| 2/21/2023 | RSUs | 1,046 | 325,662 | PRSUs 2,352 | 732,272 |
| 2/20/2024 | RSUs | 887 | 276,159 | PRSUs 1,330 | 414,082 |
Options: None listed for Viselli at 12/31/2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreements | None; TopBuild states no individual employment agreements |
| Non-compete | Award agreements and Severance Plan include non-compete during employment and for 1 year thereafter |
| Clawback | NYSE-compliant Executive Officer Incentive Compensation Recovery Policy adopted Oct 2023; recovery of excess incentive comp regardless of misconduct; enforced per NYSE Rule 10D-1 |
| Hedging/Pledging | Prohibited by insider trading policy |
| Repricing | Prohibited without shareholder approval (except customary corporate transactions) |
| Tax gross-ups | No excise tax gross-ups |
Severance (non-change-in-control; “qualifying termination”):
| Item | Amount ($) |
|---|---|
| Severance Plan Multiple (#) | 1 |
| Salary Continuation | 500,000 |
| Bonus Continuation (at target) | 375,000 |
| Pro rata Bonus | 375,000 |
| Medical Plan Value | 12,740 |
| Total Company Severance Expenses | 1,262,740 |
Change-in-control (termination two months prior to or within 24 months after CIC):
| Item | Amount ($) |
|---|---|
| Severance Plan Multiple (#) | 2 |
| Salary Continuation | 1,000,000 |
| Bonus Continuation (at target) | 750,000 |
| Pro rata Bonus | 375,000 |
| Medical Plan Value | 25,479 |
| Value of Unvested Stock Awards and Options (accelerated at target where applicable) | 2,702,251 |
| Total Company Severance Expenses | 4,852,730 |
Equity treatment upon CIC: Unvested stock options vest 100%; PRSUs vest 100% at target; time-based RSUs vest 100% .
Compensation Structure Analysis
- Shift from options to RSUs: In 2022, TopBuild replaced stock options with RSUs in its LTI mix to better align with business dynamics and market practices (PRSUs 60%, RSUs 40%) .
- Strong pay-for-performance design: AIP weights favor profitability (adjusted operating income and margin) and include safety metrics; 2024 AIP achieved 100.4%, while 2023 achieved 168.1% .
- LTIP metrics and outcomes: 2022 PRSUs paid 200% on EPS due to beating the adjusted EPS target by 16.3%; TSR paid 0% due to bottom quartile peer ranking over the 3-year period ending 12/31/2024 .
- Clawback aligned with NYSE listing standards ensures recoupment of excess incentive compensation on restatement or correction .
- Say-on-pay support: ~97% approval at 2024 Annual Meeting; 2025 advisory vote “FOR” totaled 25,341,127 vs. 1,141,619 “AGAINST” .
Equity Compensation Peer Group (benchmarks)
- Building products peer set (2025): Beacon Roofing Supply, BlueLinx, Boise Cascade, Comfort Systems USA, Dycom Industries, Installed Building Products, KB Home, Louisiana-Pacific, Masonite International, Meritage Homes, M/I Homes, Patrick Industries, Pool, Simpson Manufacturing, Taylor Morrison Home, UFP Industries .
- Relative TSR peer set (2024 LTI): American Woodmark, Armstrong World Industries, Beacon Roofing Supply, Beazer Homes, Builders FirstSource/BMC, Eagle Materials, Gibraltar Industries, Installed Building Products, KB Home, Meritage Homes, M/I Homes, MSC Industrial Direct, Patrick Industries, Simpson Manufacturing, Summit Materials, Taylor Morrison Home, Toll Brothers, UFP Industries .
Performance & Track Record
- 2024 operating highlights: Ninth consecutive year of sales and profit growth; record sales $5.3B (+2.6%), nearly $1.1B adjusted EBITDA, $706.7M free cash flow, eight acquisitions (~$153.1M annual revenue), and ~$966.4M capital returned via ~2.5M share repurchases .
- Pay vs performance context: In 2024, compensation actually paid (CAP) decreased while net income and AOI increased; in 2023, both CAP and net income/AOI increased .
- AIP achievements: 2023 AIP payout factor 168.1% on weighted metrics, reflecting strong profitability and safety performance .
Equity Ownership & Alignment Policies
- Stock ownership guidelines: Five years to comply; VP-level and above required to hold 1× base salary; NEOs satisfied/on track .
- Prohibition on hedging/pledging/margin: Strict ban on hedging, pledging, short selling, and limit orders for insiders .
- Repricing restrictions: No option/SAR repricing without shareholder approval .
Investment Implications
- Alignment: Viselli’s compensation is heavily at-risk with performance-linked PRSUs and profitability-weighted AIP; ownership guidelines and anti-hedging/pledging policy strengthen alignment with shareholders .
- Retention/acceleration risk: Severance multiples are modest (1× base+bonus non-CIC; 2× under CIC) but CIC terms include full acceleration of equity at target, which could create near-term dilution and influence executive retention dynamics around strategic transactions .
- Trading/vesting pressure: RSU tranches vest annually; 2024 vesting of 582 shares ($235,698) illustrates ongoing taxable events that may necessitate sales for tax; however, pledging and hedging bans mitigate adverse alignment risks .
- Execution and value creation: Recent company performance (record sales, robust EBITDA/FCF, and disciplined capital allocation) coupled with AIP and PRSU outcomes suggests a pay framework that rewards EPS growth but penalizes lagging TSR, aligning incentives toward both earnings quality and market-relative performance .