Nancy Taylor

About Nancy Taylor

Nancy M. Taylor is an independent director of TopBuild Corp. (BLD), serving since 2018. She is the former President and Chief Executive Officer of Tredegar Corporation (2010–2015) and is recognized by the Board as an Audit Committee Financial Expert. As of the 2025 proxy, she is age 65, and serves as Chair of the Governance Committee and a member of both the Audit and Compensation Committees. She is described as bringing deep corporate governance expertise, operations, M&A, strategic planning, and risk management experience, with a strong background in commercial construction markets .

Past Roles

External Roles

Board Governance

• Committee assignments: Governance Committee Chair; Audit Committee member; Compensation Committee member; identified as an Audit Committee Financial Expert .
• Independence: Board determined she is independent; all Audit and Compensation Committee members meet NYSE/SEC independence standards .
• Attendance and engagement: In 2024, the Board held five regular meetings, one telephonic meeting, and acted by unanimous written consent once; Audit met 4 times, Compensation 4 times, Governance 5 times. Each incumbent director attended at least 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
• Ownership guidelines: Non-employee directors must own 5x their annual cash retainer within five years; all have satisfied or are on track .
• Chair structure: Board Chairperson is Alec C. Covington (not an executive chair), maintaining independent leadership separation from CEO .

Fixed Compensation

Notes:

• Standard director retainer in 2024 was $240,000 (cash $97,500; equity $142,500); committee chair fees: Audit $20,000, Compensation $15,000, Governance $15,000; Board Chair receives an additional $140,000 cash retainer; non-employee directors receive no perquisites .

Performance Compensation

• Director equity grants are time-based restricted stock; no director-specific performance metrics disclosed for equity vesting. Company prohibits hedging, pledging, short sales, margin accounts, or standing/limit orders in Company stock .

Other Directorships & Interlocks

Expertise & Qualifications

• Significant executive and board leadership experience; deep corporate governance knowledge; strong commercial construction background; expertise in operations, M&A, strategic planning, and risk management .
• Audit Committee Financial Expert designation by the Board .

Equity Ownership

• Stock ownership guidelines: 5x annual cash retainer for non-employee directors; all directors have satisfied or are on track within five years .
• Hedging/pledging: Prohibited for directors, officers, employees, and consultants under insider trading policy .

Compensation Committee Analysis

• Composition includes only independent, “non-employee” directors; Taylor is a member, with Mark A. Petrarca as Chair. The Committee oversees incentive plans, executive goals, CEO pay recommendations, Board compensation, and human capital disclosures related to climate reporting processes .
• Consultant: Willis Towers Watson serves as independent compensation consultant to the Committee; services directed/approved by the Committee .
• Interlocks: Company reports no compensation committee interlocks in 2024 .
• Say-on-Pay: 97% approval at the 2024 Annual Meeting; Committee made no changes to executive pay programs directly due to this vote .

Related Party Transactions and Policy

• Written related person transactions policy requires independent director review and approval; in 2024, no related party transactions occurred, and none were submitted, reviewed, or rejected .

Governance Assessment

• Strengths:

  • Independent director with Audit Committee Financial Expert designation; chairs Governance Committee and serves on Audit and Compensation, indicating high board trust and technical competence .
  • Strong engagement: ≥75% meeting attendance; full director attendance at the 2024 Annual Meeting; robust committee cadence (Audit 4, Compensation 4, Governance 5) .
  • Ownership alignment: Equity retainer and RS grants; strict 5x cash retainer ownership guidelines with compliance/on-track status; prohibition on hedging/pledging reduces misalignment risk .
  • Compensation governance: Independent compensation committee with external advisor (WTW); no interlocks; strong shareholder support on say‑on‑pay (97%) .

• Potential risk indicators and RED FLAGS:

  • Related party exposure: None disclosed for 2024 under the Company’s policy .
  • Hedging/pledging: Prohibited, mitigating alignment concerns .
  • Pay anomalies: Director compensation structure is standard; cash uplift consistent with Governance Chair fee; equity grants are time‑based RS; no option repricing noted .
  • Ownership: Absolute share count is modest (5,920 shares; <1% of class), though the Company reports guideline compliance/on‑track status for non‑employee directors .

Overall, Taylor’s committee leadership, independence, and audit expertise support board effectiveness and investor confidence; no material conflicts or governance red flags are disclosed in Company proxy materials .