Robert Kuhns
TopBuildAbout Robert Kuhns
Robert (“Rob”) M. Kuhns is TopBuild’s Vice President and Chief Financial Officer, appointed effective April 1, 2022, after joining the company in July 2018 as Vice President, Controller . He is a Certified Public Accountant with a B.S. in Accounting (Shippensburg University) and an MBA (SMU) . Age 47 as of September 27, 2021 . Under his tenure as CFO, TopBuild’s annual performance program for 2024 achieved a 100.4% weighted score, driving near‑target cash bonus outcomes for NEOs . Company financials show revenue and net income growth from FY2022 to FY2024, with EBITDA above $1.0B; see table below (S&P Global data)*.
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $5,008,744,000* | $5,194,694,000* | $5,329,803,000* |
| EBITDA | $920,499,000* | $1,027,903,000* | $1,054,734,000* |
| Net Income | $555,989,000* | $614,254,000* | $622,602,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TopBuild Corp. | VP & Corporate Controller | Jul 2018–Mar 2022 | Built finance/reporting foundation ahead of CFO transition . |
| TopBuild Corp. | VP & Chief Financial Officer | Apr 2022–present | “Disciplined and conservative stewardship” of balance sheet and financial systems (CEO commentary) . |
| Mohawk Industries | Multiple roles incl. Sr. Director/Assistant Controller; Sr. Director International Finance; Division Controller | 11 years | Broad global finance and controllership experience . |
| NCH Corporation | Director, International Treasury; Division Controller | n/a | International treasury and division-level financial leadership . |
| Ingersoll‑Rand | Accounting (early career) | n/a | Foundational accounting experience . |
External Roles
No external public company board roles for Mr. Kuhns are disclosed in the filings reviewed .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid (SCT) | $416,667 | $494,167 | $538,334 |
| Base salary rate | — | $505,000 | $545,000 |
| Target bonus % | — | 75% | 75% |
| LTI target value | — | $1,100,000 | $1,275,000 |
| All other comp | $9,150 | $9,900 | $12,383 |
Notes:
- Company practices: limited perquisites; no individual employment agreements; no excise tax gross‑ups; no option repricing without shareholder approval .
Performance Compensation
2024 Annual Incentive Plan (AIP) Design and Results
| Performance Metric | Threshold (25% payout) | Target (100%) | Maximum (200%) | Actual Result | % Attainment vs Target | Weight | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted Operating Income as % of Sales | 14.5% | 17.0% | 18.7% | 17.3% | 117.0% | 30.0% | 35.1% |
| Adjusted Operating Income ($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 Weighted Performance | 100.4% |
- 2024 AIP payout for Kuhns: $410,390 (vs. target bonus $408,750 based on $545,000 salary and 75% target) .
- 2023 and 2022 AIP payouts for Kuhns: $636,680 (2023) and $519,660 (2022) .
2024 Grants of Plan‑Based Awards (Kuhns)
| Award/Measure | Grant Date | Threshold | Target | Maximum | Grant‑date Fair Value |
|---|---|---|---|---|---|
| AIP (cash opportunity) | n/a | $102,188 | $408,750 | $817,500 | n/a |
| PRSUs (shares) | 2/20/2024 | 499 | 1,994 | 3,988 | $884,708 |
| RSUs (shares) | 2/20/2024 | — | 1,330 | — | $510,308 |
Design features:
- LTI mix: PRSUs 60%, RSUs 40% of grant value .
- PRSUs pay 25%–200% based on 3‑year performance; RSUs vest in three equal annual installments starting on first anniversary .
- PRSU performance metrics: cumulative EPS (50%) and relative TSR (50%) .
PRSU Outcomes (Cycle ending 12/31/2024; granted in 2022)
| Component | Target Shares | Payout % | Shares Earned | Cash Value Paid (2/22/2025) |
|---|---|---|---|---|
| EPS Performance | 1,092 | 200% | 2,184 | $663,456 |
| Relative TSR | 1,092 | 0% | — | — |
| Notes | Adjusted EPS target $46.71; actual +16.3% → 200% payout; TSR 26.2%, bottom quartile → 0% . |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 27, 2025)
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding |
|---|---|---|---|
| Robert M. Kuhns | 8,089 | <1% | 29,245,308 |
- Stock ownership guidelines: CFO required ownership is 3× base salary; all NEOs have satisfied guidelines or are on track within the 5‑year window .
- Prohibitions on hedging/pledging and margin accounts apply to officers (reduces misalignment/forced selling risk) .
Outstanding Equity Awards (12/31/2024)
| Instrument | Grant Date | Status | Quantity | Key Terms / Value | |---|---|---:|---| | Stock Options | 2/16/2021 | Unexercisable | 313 | Exercise price $214.58; expire 2/16/2031; options vest 33% annually beginning year after grant . | | RSUs | 2/15/2022 | Unvested | 486 | Market value $151,311 at $311.34 close on 12/31/2024 . | | PRSUs (target) | 2/15/2022 | Unearned | 2,184 | Market/target value $679,967 at $311.34 . | | RSUs | 2/21/2023 | Unvested | 1,534 | Market value $477,596 . | | PRSUs (target) | 2/21/2023 | Unearned | 3,450 | Market/target value $1,074,123 . | | RSUs | 2/20/2024 | Unvested | 1,330 | Market value $414,082 . | | PRSUs (target) | 2/20/2024 | Unearned | 1,994 | Market/target value $620,812 . |
Vesting/realization:
- RSUs vest in three equal annual installments from first anniversary of grant .
- PRSUs vest after 3‑year performance period; payout 25%–200% of target .
- 2024 vesting/realizations: 2,133 shares vested for Kuhns (value $863,822); no option exercises in 2024 .
Employment Terms
Severance (Non‑CIC) as of 12/31/2024
| Component | Multiple / Amount |
|---|---|
| Severance plan multiple | 1× |
| Salary continuation | $545,000 |
| Bonus continuation (at target) | $408,750 |
| Pro‑rata bonus | $408,750 |
| Medical benefits | $12,138 |
| Total company severance expense | $1,374,638 |
- Eligibility requires signing non‑compete, non‑solicit, confidentiality agreement, and release .
- Equity on non‑CIC qualifying termination: unvested options and RSUs vest pro‑rata; PRSUs vest pro‑rata based on actual performance; options exercisable within 3 months .
Change‑in‑Control (CIC) + Qualifying Termination (double‑trigger window: two months prior to or within 24 months after CIC)
| Component | Multiple / Amount |
|---|---|
| CIC severance multiple | 2× |
| Salary continuation | $1,090,000 |
| Bonus continuation (at target) | $817,500 |
| Pro‑rata bonus | $408,750 |
| Medical benefits | $24,275 |
| Value of unvested equity/ options | $3,422,884 |
| 280G adjustment | $0 (no cutback/addition) |
| Total company severance expense | $5,763,409 |
- CIC equity treatment: unvested options → 100% vested; unvested PRSUs → 100% vested at target; unvested RSUs → 100% vested, upon qualifying termination in the CIC window .
- Award agreements and Severance Plan include restrictive covenants; non‑competition during employment and for one year thereafter .
Clawback and Trading Policies
- Clawback: NYSE‑compliant policy mandates recovery of excess incentive compensation for restatements, regardless of misconduct .
- Prohibitions: hedging, pledging, margin accounts, short sales, standing/limit orders restricted by policy .
Compensation Peer Group and Say‑on‑Pay
- Peer group (comp benchmarking; 2023 proxy): includes Beacon Roofing Supply, Boise Cascade, Dycom, Installed Building Products, KB Home, LPX, Pool, UFP Industries, Watsco, and others .
- Target pay philosophy: 90%–110% of market median, with adjustments for experience/role/performance .
- Say‑on‑pay: ~97% approval at 2024 annual meeting .
- Independent consultant (Willis Towers Watson) used in market assessments .
Performance & Track Record Context
Pay‑Versus‑Performance (selected extracts)
| Year | Value of $100 Investment (Company TSR) | Value of $100 Investment (Peer TSR) | Net Income ($mm) | Adjusted Operating Income, AOI ($mm) |
|---|---|---|---|---|
| 2022 | $152 | $144 | $556 | $802 |
| 2023 | $363 | $208 | $614 | $889 |
| 2024 | $302 | $250 | $623 | $908 |
- Company selected performance measures most linked to pay: AOI, Net Sales, Working Capital, Safety Incident Rate, EPS, and Relative TSR .
Investment Implications
- Pay‑for‑performance alignment: AIP metrics are operationally grounded (AOI margin, AOI dollars, sales, working capital, safety) and produced a 100.4% corporate score for 2024—Kuhns’ cash bonus landed essentially at target ($410k vs $409k target) . LTI design is majority performance‑based (60% PRSUs), with dual metrics (EPS and relative TSR) .
- Near‑term selling pressure: The 2022 PRSU cycle paid out in Feb 2025 (EPS at 200%, TSR at 0% for Kuhns; cash value $663k), and 2024 saw 2,133 RSU/PRSU shares vest ($864k realized), which may create episodic liquidity as awards settle, though anti‑hedging/pledging policies and ownership guidelines temper discretionary selling .
- Retention and change‑of‑control economics: Non‑CIC severance is modest (1×) and CIC is 2× with full equity acceleration on a qualifying termination in the CIC window—competitive but not excessive; no excise tax gross‑ups and robust clawback reduce governance risk .
- Alignment and overhang: Beneficial ownership (8,089 shares; <1%) plus significant unvested/uneearned RSUs/PRSUs and one small option grant (313 at $214.58) indicates continued exposure to equity performance without material option overhang; vesting schedules stagger realizations over multiple years .
- Governance quality: Strong say‑on‑pay support (97%), independent compensation oversight, and prohibitions on repricing/hedging/pledging support shareholder alignment; comp targeted near median mitigates ratcheting risk but peer selection should continue to be monitored .