Tina Donikowski
TopBuildAbout Tina M. Donikowski
Independent director of TopBuild Corp. (BLD) since 2018; age 65. Former Vice President, Global Locomotive Business and Vice President, Propulsion Business at General Electric, retiring in 2015 after 38 years. Holds a B.S. in Industrial Engineering and an Honorary Doctorate from Gannon University; designated an Audit Committee Financial Expert by the Board. Currently serves on boards of Advanced Energy Industries, Inc. (public), ERIEZ Magnetics (private), and the Board of Trustees of Gannon University .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Electric | Vice President, Global Locomotive Business | Retired 2015 (38-year GE career) | Senior leadership across operations and propulsion businesses |
| General Electric | Vice President, Propulsion Business | Retired 2015 (38-year GE career) | Executive leadership in industrial propulsion |
External Roles
| Organization | Role | Type | Committees/Impact |
|---|---|---|---|
| Advanced Energy Industries, Inc. (AEIS) | Director | Public company | Other public company board as disclosed |
| ERIEZ Magnetics | Director | Private company | Not specified in proxy |
| Gannon University | Board of Trustees | Non-profit/academic | Not specified in proxy |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Donikowski is independent .
- Committee memberships: Audit, Compensation, and Governance; not a committee chair; designated Audit Committee Financial Expert .
- Board leadership: Separate Chair and CEO; independent Board and Committee Chairs; regular independent sessions of non-management directors .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 virtual Annual Meeting .
- Meeting cadence: Board met 5 times (plus one telephonic meeting and one written consent) in 2024; Audit met 4 times, Compensation 4, Governance 5 .
| Committee | Role | Financial Expert Status | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Yes (Board determined Donikowski qualifies) | 4 |
| Compensation | Member | Not applicable | 4 |
| Governance | Member | Not applicable | 5 |
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $97,500 | Standard non‑employee director cash retainer |
| Equity (restricted stock) | $142,500 | Grant date fair value; 340 shares granted to each independent director in 2024 |
| Total | $240,000 | Cash + equity |
| Chair fees | $0 | Not a chair; chair fees are $20,000 (Audit), $15,000 (Comp), $15,000 (Governance) for chairs only |
| Board Chair additional retainer | $0 | Only Board Chair receives $140,000 (not applicable to Donikowski) |
| Vesting/lapse | — | Restrictions on 2024 director restricted stock lapse on April 29, 2025 (first anniversary) |
Performance Compensation
- Structure: Non‑employee directors receive cash retainers and time‑based restricted stock; no performance‑conditioned pay elements or options disclosed for directors .
- Hedging/pledging: Company policy prohibits hedging, pledging, short selling, margin accounts, or standing/limit orders in Company stock (alignment safeguard) .
| Item | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is time‑based restricted stock |
| Equity grant type | Restricted stock, 340 shares, with restrictions lapsing after one year |
| Clawback policy | NYSE Rule 10D‑1 clawback applies to Section 16 executive officers; not specified for non‑employee directors |
Other Directorships & Interlocks
| Company | Sector/Type | Interlock/Conflict Notes |
|---|---|---|
| Advanced Energy Industries, Inc. (AEIS) | Industrial technology, public | Disclosed as other public board; no compensation committee interlocks in 2024 |
| ERIEZ Magnetics | Industrial (private) | Private company directorship; no related party transactions with TopBuild reported |
| Gannon University | Academic/non‑profit | Trustee role; governance/education profile |
- Compensation Committee interlocks: None in 2024 among TopBuild directors/executives (reduces conflict risk) .
- Related-party transactions: None occurred in 2024 under the Board’s related person transaction policy (reduces conflict risk) .
- Governance overview notes “No related party transactions” under Board Composition highlights .
Expertise & Qualifications
- Industrial operations and manufacturing leadership from 38‑year GE tenure, including global locomotive and propulsion businesses .
- Recognized by the Board as an Audit Committee Financial Expert (financial oversight competency) .
- Public company governance experience (AEIS) and private/non‑profit governance exposure (ERIEZ Magnetics, Gannon University) .
- Education: B.S. Industrial Engineering and Honorary Doctorate from Gannon University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As Of |
|---|---|---|---|
| Tina M. Donikowski | 4,100 | <1% | February 27, 2025 |
- Shares outstanding: 29,245,308 as of February 27, 2025 (basis for % of class) .
- Director stock ownership guidelines: Non‑employee directors must own 5× annual cash retainer in Company stock within 5 years of election; all non‑employee directors have satisfied or are on track .
- Prohibition on hedging/pledging: Hedging, pledging, margin accounts, and short selling prohibited (alignment safeguard) .
Governance Assessment
- Strengths: Independent director across all three key committees; Audit Committee Financial Expert designation enhances oversight quality; Board maintains separate Chair/CEO roles and regular independent sessions; strong attendance expectations met in 2024; director ownership guidelines promote alignment; hedging/pledging ban reduces misalignment risk .
- Compensation alignment: Director pay is balanced between cash and equity (time‑based restricted stock), with no perquisites; absence of performance‑based director pay reduces short‑termism risk in board oversight .
- Shareholder signals: 2024 say‑on‑pay received ~97% approval, indicating broad investor support for governance and pay practices (signal of confidence) .
- Conflicts: No related‑party transactions in 2024; no compensation committee interlocks per SEC rules; external public board (AEIS) disclosed without identified conflicts with TopBuild’s customer/supplier network in proxy .
- Engagement/attendance: Board met 5 times; committees were active (Audit 4, Compensation 4, Governance 5); all directors attended the 2024 Annual Meeting, supporting engagement .
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, or compensation committee interlocks for 2024; director attendance met thresholds; no director‑specific pay anomalies noted .