Robert Buck
TopBuildAbout Robert Buck
Robert M. Buck, 55, is President and Chief Executive Officer of TopBuild and has served on the Board since 2021; he became CEO on January 1, 2021 after serving as President and Chief Operating Officer since the June 2015 spin‑off from Masco . In 2024, TopBuild delivered record sales of $5.3B (+2.6% YoY), nearly $1.1B in adjusted EBITDA, and $706.7M in free cash flow, while repurchasing ~$966.4M of stock, underscoring strong execution under Buck’s leadership . Pay‑versus‑performance disclosures show the Company’s TSR value of a $100 investment at $302 in 2024 (vs. $363 in 2023), with net income of $623M and AOI of $908M, framing recent returns and earnings trends during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TopBuild | President & Chief Executive Officer | Jan 1, 2021–present | CEO leading installation and distribution platforms; director since 2021 |
| TopBuild | President & Chief Operating Officer | 2015–2020 | Senior operator since spin‑off; drove enterprise operations pre‑CEO |
| Masco Corporation | Group Vice President | Not disclosed | Responsible for the Installation and Other Services segment (Masco Contractor Services and Service Partners, LLC) |
| Liberty Hardware (Masco company) | President | Not disclosed | Promoted to President in 2007 after EVP role; extensive international operations experience |
| Liberty Hardware (Masco company) | Executive Vice President | 2005 | Senior operations leadership, mergers/integration experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Core & Main, Inc. (NYSE: CNM) | Director | Not disclosed | Specialty distributor; external public board service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual AIP Bonus Paid ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2024 | 1,030,833 | 125% | 1,305,200 | 7,494,364 |
| 2023 | 970,833 | — | 2,069,730 | 7,777,624 |
| 2022 | 883,333 | — | 1,798,830 | 6,267,186 |
Notes
- 2024 CEO target bonus was 125% of base; payouts are capped at 200% of target .
- “All other compensation” for NEOs primarily reflects 401(k) match and executive physical; perquisites otherwise limited .
Performance Compensation
2024 Annual Incentive Plan (AIP) outcomes
| Performance Metric | Threshold (25%) | Target (100%) | Maximum (200%) | Result (Adjusted) | Actual % 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% |
- CEO bonus math: 100.4% performance × 125% target × $1.04M base ≈ $1.305M actual (matches SCT) .
LTI – 2022 PRSU performance cycle (3-year ending 12/31/2024)
| Metric | Target Shares Granted (#) | Payout % | Shares Earned (#) | Value at Vesting ($) |
|---|---|---|---|---|
| EPS (Adjusted) | 4,240 | 200% | 8,480 | 2,576,054 (paid 2/22/2025) |
| Relative TSR | 4,240 | 0% | — | — |
- EPS outperformed target by 16.3%, triggering 200% payout; relative TSR ranked bottom quartile vs peer group, resulting in 0% payout .
2024 equity grants
| Grant Date | Instrument | Threshold / Target / Max | Grant Date Fair Value ($) | Vesting / Terms |
|---|---|---|---|---|
| 2/20/2024 | PRSUs | 1,838 / 7,350 / 14,700 shares | 3,261,085 | 3‑yr performance; 25%–200% payout based on Company metrics |
| 2/20/2024 | RSUs | 4,900 shares | 1,880,081 | Time-based; vest in 3 equal annual installments beginning 1st anniversary |
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of 12/31/2024 unless noted)
| Item | Amount |
|---|---|
| Beneficial ownership (CEO) | 37,358 shares; <1% of class (29,245,308 shares outstanding as of 2/27/2025) |
| Unvested RSUs (2019–2024 vintages shown) | 1,885 sh ($586,876) – 2/15/2022 grant ; 5,856 sh ($1,823,207) – 2/21/2023 grant ; 4,900 sh ($1,525,566) – 2/20/2024 grant |
| Unearned PRSUs at target | 8,480 sh ($2,640,163) – 2/15/2022 grant ; 13,176 sh ($4,102,216) – 2/21/2023 grant ; 7,350 sh ($2,288,349) – 2/20/2024 grant |
| Options outstanding | None shown for Mr. Buck at 12/31/2024 |
| 2024 vested stock/option activity | 14,461 sh vested ($5,856,416); 10,269 options exercised ($1,957,536 value realized) |
Alignment policies
- Stock ownership guidelines: CEO must hold 5× base salary; executives have five years to comply and may sell only to cover taxes until compliant; all NEOs satisfied or on track .
- Hedging/pledging: Prohibited (no hedging, pledging, margin, collars, etc.) under insider trading policy and reiterated in governance practices .
- Clawback: Executive Officer Incentive Compensation Recovery Policy adopted in Oct 2023 per Rule 10D‑1; mandatory recoupment on restatements regardless of misconduct, subject to limited impracticability exceptions .
Employment Terms
Severance (non‑CIC) – qualifying termination as of 12/31/2024
| Term | Amount |
|---|---|
| Severance multiple | 2× base + 2× target bonus |
| Salary continuation | $2,080,000 |
| Bonus continuation | $2,600,000 |
| Pro‑rata bonus | $1,300,000 |
| Medical continuation | $17,746 |
| Total company severance expense | $5,997,746 |
Change‑in‑Control (CIC) + qualifying termination (double‑trigger) as of 12/31/2024
| Term | Amount |
|---|---|
| Severance multiple | 3× base + 3× target bonus |
| Salary continuation | $3,120,000 |
| Bonus continuation | $3,900,000 |
| Pro‑rata bonus | $1,300,000 |
| Medical continuation | $26,619 |
| Equity acceleration value | $12,987,125 (at $311.34/sh) |
| 280G adjustment | “—” for Buck; no adjustment shown |
| Total company severance expense | $21,333,744 |
Key provisions
- Triggers: “Qualifying termination” (without cause or for good reason) for severance; for CIC benefits, termination must occur two months prior to or within 24 months following a change in control (double‑trigger) .
- Equity treatment: Under CIC double‑trigger, unvested options and time‑based RSUs become 100% vested; PRSUs vest at target; under non‑CIC severance, equity vests pro‑rata (options within three months; PRSUs based on actual performance; RSUs pro‑rata) .
- Restrictive covenants: Non‑compete during employment and for one year post‑employment; non‑solicit and confidentiality; standard benefit programs participation .
Board Governance (director service, committees, independence)
- Board service: Director since 2021; committee memberships: none (CEO/management director) .
- Independence: All directors other than Mr. Buck are independent under NYSE rules .
- Leadership structure: Chair and CEO roles are separated; independent committee chairs; regular executive sessions of independent directors .
- Attendance: In 2024, the Board met 5 times (plus telephonic and written consent actions); each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Director compensation: Non‑employee directors received $240,000 total ($97,500 cash + $142,500 equity); additional cash retainers for Chair ($140,000) and committee chairs; Mr. Buck receives no additional compensation for Board service .
Say‑on‑Pay & Shareholder Feedback
- At the 2024 Annual Meeting, ~97% of votes cast supported Say‑on‑Pay; the Compensation Committee made no program changes as a direct result of that vote and continues to use Willis Towers Watson as independent consultant .
Investment Implications
- Pay‑for‑performance: Cash AIP is tightly linked to operating profitability (AOI margin/AOI), growth (sales), capital discipline (working capital), and safety; 2024 results produced a near‑target 100.4% payout, yielding a $1.305M bonus on a $1.04M base, indicating alignment with annual operating performance .
- Long‑term incentives and relative returns: The 2022 PRSU cycle paid 200% on EPS but 0% on relative TSR (bottom‑quartile), a balanced but candid signal that while earnings outperformed, relative shareholder returns lagged peers over the 3‑year window ended 2024; this design mitigates windfall risk and penalizes under‑performance vs peers .
- Ownership and selling pressure: Buck’s beneficial ownership is <1% with sizable unvested RSUs/PRSUs; 2024 saw 14,461 shares vest ($5.86M) and 10,269 options exercised ($1.96M value), but no options remain outstanding at year‑end; insider selling pressure will likely align with annual vesting cadences given the 3‑year RSU schedule and PRSU outcomes, with sales constrained by ownership guidelines and a strict hedging/pledging ban .
- Retention and transaction economics: Severance provides 2× (non‑CIC) and 3× (CIC) multiples plus equity acceleration on a double‑trigger, offering robust retention while not incentivizing a CIC absent termination; equity accelerates at target under CIC, a standard market term that can influence timing considerations in strategic transactions .
- Execution track record: 2024 record revenue, sustained AOI growth, strong FCF, active M&A, and material buybacks reflect disciplined operating and capital allocation under Buck; however, TSR moderation in 2024 vs 2023 and a 0% TSR PRSU payout for the 2022 cycle highlight relative-return risk that investors should monitor against continued AOI/EBITDA progress .