Robert Buck
About Robert M. Buck
Independent director since September 2022 (Class III; term expires 2027), age 56. President and CEO of TopBuild Corp. with extensive specialty distribution, M&A, and international operations experience; prior senior leadership at Masco/Liberty Hardware. Holds a B.S. in Information Systems & Operations Management and an MBA from the University of North Carolina at Greensboro .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masco Corporation / Liberty Hardware Mfg. Corp. | Operations leadership; EVP (2005); President (2007); later Group Vice President overseeing Installation and Other Services | Began 1997; eight years in operations at Liberty Hardware; EVP in 2005; President in 2007 | Led merger integration; broad international operations and M&A execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TopBuild Corp. (NYSE: BLD) | President, CEO, and director | Current | Leading North American installer/specialty distributor of insulation and building materials |
Board Governance
- Independence: Board determined Buck is independent under NYSE/Exchange Act; only the Executive Chair (LeClair) and CEO (Witkowski) are non-independent .
- Committees: Member, Talent & Compensation Committee; Member, Nominating & Governance Committee .
- Committee chairs: Talent & Compensation chaired by Margaret M. Newman; Nominating & Governance chaired by Kathleen M. Mazzarella (Buck is not chair) .
- Attendance: All directors attended ≥75% of Board and committee meetings in fiscal 2024; Board held 5 meetings; Audit 8; Nominating & Governance 4; Talent & Compensation 5 .
- Lead Independent Director: James G. Castellano (role details and responsibilities described by Board) .
- Executive sessions: Independent directors meet quarterly without management and separately with the CEO .
- Stock ownership and trading policies: Directors must hold stock equal to 5× annual cash retainer, and all covered persons currently satisfy guidelines; no hedging, pledging, or short sales permitted .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Increased from $70,000 effective June 28, 2023 |
| Committee membership retainers | $10,000 (Audit); $10,000 (Talent & Compensation); $7,500 (Nominating & Governance) | Per-committee, annual; Buck serves on Talent & Compensation and Nominating & Governance |
| Committee chair retainer | $25,000 (Audit); $20,000 (Talent & Compensation); $15,000 (Nominating & Governance) | Not applicable to Buck (not a chair) |
| Lead Independent Director retainer | $30,000 | Not applicable to Buck |
| Buck – Fees earned (FY2024) | $104,892 | Actual cash compensation paid |
Performance Compensation
| Equity Award | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee director) | $120,000 | Vests on the earlier of 1 year from grant or next annual meeting | None disclosed for directors; RSUs are time-based |
No director meeting fees; cash compensation paid quarterly; pro-rata RSUs for directors appointed between annual meetings .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| TopBuild Corp. (NYSE: BLD) | President, CEO, and director | Industry adjacency (distribution/installation in construction). No related-party transactions with CNM disclosed in proxy sections reviewed . |
Expertise & Qualifications
- Specialty distribution and operations; extensive M&A/integration track record and international operations experience .
- Education: B.S. in Information Systems & Operations Management; MBA, UNC Greensboro .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Notes |
|---|---|---|---|
| Robert M. Buck | 10,861 | — | Beneficial ownership <1% of voting power; directors must meet 5× retainer ownership guideline; no hedging/pledging permitted |
- Shares outstanding: 189,404,519 Class A; 7,698,980 Class B as of April 28, 2025 (Buck’s Class A ownership approximates 0.006% of Class A outstanding) .
- Section 16 compliance: Company believes all directors/officers filed timely in FY2024 except named executives; Buck not among exceptions listed .
Governance Assessment
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Strengths:
- Independent director serving on two key committees (Compensation; Nominating & Governance), supporting board oversight of pay, succession, and governance processes .
- Attendance ≥75% and robust committee cadence (Board 5; Audit 8; Nominating & Governance 4; Talent & Compensation 5) signal engagement .
- Ownership alignment via 5× retainer guideline; policy prohibits hedging/pledging, which reduces alignment risks .
- Say-on-pay support: 86% approval on latest vote, indicating investor acceptance of pay programs overseen by Compensation Committee (Buck is a member) .
-
Watchpoints:
- External CEO role at TopBuild (industry adjacency). While no related-person transactions are disclosed for Buck, monitor for competitive overlaps or information-flow interlocks as CNM pursues M&A and growth in adjacent distribution markets .
-
RED FLAGS:
- None disclosed regarding Buck’s attendance, pay anomalies, hedging/pledging, or related-party transactions in the proxy sections reviewed .