Mark Petrarca
TopBuildAbout Mark A. Petrarca
Independent director since 2015 (age 61), Petrarca is the former Senior Vice President of Human Resources and Public Affairs at A. O. Smith Corporation, where he led HR policy, compensation/benefits, performance management, succession planning, organizational development, public affairs and communications; he retired from A. O. Smith on September 2, 2024 . He is deemed independent by the Board and currently serves on the Audit, Compensation (Chair), and Governance Committees; the Board Chair is Alec C. Covington . His background emphasizes executive compensation, talent, and human capital—skills central to compensation governance at BLD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A. O. Smith Corporation | SVP, Human Resources & Public Affairs | 2005 – Sep 2, 2024 | Led HR strategy, compensation/benefits, performance management, org development, succession planning, public affairs and communications |
| A. O. Smith – Water Products Company | Vice President – Human Resources | 1999 – 2005 | Business-unit HR leadership; policy and strategy development |
| Raytheon Systems Company (Strike Weapon Systems) | Director of Human Resources | Not disclosed | HR leadership in defense systems environment |
| Texas Instruments – Defense Systems & Electronics Group | Manufacturing and HR positions | Not disclosed | Operations and HR roles; cross-functional experience |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed (“—”) |
| Prior public company boards | None disclosed at BLD |
Board Governance
- Committee assignments: Audit; Compensation (Chair); Governance .
- Independence status: Independent director under NYSE/Board standards; Board confirms majority independence (all directors except CEO are independent) .
- Years of service: Director since 2015 .
- Board leadership: Board Chair is Alec C. Covington .
- Meeting attendance and engagement: In 2021, each incumbent BLD director attended at least 75% of aggregate Board and committee meetings; directors are expected to attend the Annual Meeting, and all attended the 2021 virtual Annual Meeting .
Fixed Compensation
Director compensation structure (most recent program year disclosed)
| Element | Amount/Terms |
|---|---|
| Annual retainer (2023 program) | $240,000 total; $97,500 cash + $142,500 restricted stock (RS) |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Governance $15,000 |
| Board Chair additional retainer | $140,000 cash |
| Equity vesting | RS restrictions generally lapse on first anniversary; full vest on change in control |
| Perquisites/meeting fees | No perquisites; no meeting fees disclosed |
Program evolution (context for pay levels and inflation risk)
| Year | Standard Non‑Employee Director Retainer | Structure/Notes |
|---|---|---|
| 2015 | $150,000 (50% cash / 50% restricted stock) | Initial spin‑out framework |
| 2016 | $170,000 ($75,000 cash / $95,000 restricted stock) | Modest increase |
| 2017 | $200,000 ($80,000 cash / $120,000 restricted stock) | Increased equity mix |
| 2023 | $240,000 ($97,500 cash / $142,500 restricted stock) | Current program; one‑year vesting |
Petrarca’s historical director compensation (reported amounts)
| Metric | 2017 | 2018 | 2019 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 95,000 | 95,000 | 95,000 |
| Stock Awards ($) | 119,938 | 99,625 | 119,663 |
| Total ($) | 214,938 | 194,625 | 214,663 |
Notes: As Compensation Committee Chair, Petrarca is eligible for the $15,000 chair retainer under the current program .
Performance Compensation
| Component | Design | Metrics |
|---|---|---|
| Director equity | Time‑based restricted stock (annual RS retainer) | No performance metrics; restrictions generally lapse on first anniversary; vest fully on change in control |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Other public company directorships | None disclosed for Petrarca (“—”) |
| Compensation committee interlocks | None; BLD discloses no comp committee interlocks in 2022–2024 proxies |
| Related party transactions | Board policy in place; none occurred or were submitted/reviewed/rejected in 2022–2024 (and 2024) reporting periods |
Expertise & Qualifications
- Extensive HR and executive compensation expertise (domestic/international), including policy, strategy, comp/benefits, performance management, organizational development, and succession planning .
- Communications and public affairs leadership experience relevant to stakeholder and ESG oversight .
- Industry familiarity and understanding of building products/value chain .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mar 2, 2018 | 8,800 | <1% | Includes shares held in a revocable living trust |
| Mar 2, 2020 | 10,500 | <1% | Includes 8,800 shares held in a revocable living trust |
| Feb 29, 2024 | 13,870 | <1% (31,814,888 shares outstanding) | |
| Feb 27, 2025 | 14,210 | <1% (29,245,308 shares outstanding) |
Ownership alignment policies (directors)
- Non‑employee directors must hold stock equal to 5x the annual cash retainer within five years; BLD discloses directors have satisfied or are on track to meet guidelines .
Governance Assessment
- Independence and roles: Petrarca is an independent director since 2015 and currently chairs Compensation, serving also on Audit and Governance—roles central to pay practices and board oversight .
- Engagement: The Board reports minimum attendance thresholds achieved (≥75% of meetings in 2021) and full Annual Meeting attendance in 2021, supporting engagement expectations .
- Ownership alignment: Strong director ownership policy (5x cash retainer within five years) and equity‑heavy compensation mix (2023 program: ~59% equity) align incentives with shareholders .
- Pay structure trends: Non‑employee director retainer has risen from $150k (2015) to $240k (2023), consistent with market movement; equity retains one‑year vesting and change‑in‑control full vesting .
- Conflicts and interlocks: No related‑party transactions disclosed in recent years; no compensation committee interlocks; no other public company boards listed for Petrarca—limiting interlock risk .
RED FLAGS: None identified in company disclosures regarding related‑party transactions, interlocks, hedging/pledging, or attendance shortfalls for the periods reviewed. Continued monitoring recommended for compensation program changes given Compensation Committee chair role amid upward retainer trends .