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David Meuse

About David R. Meuse

David R. Meuse, age 79, is an independent Class II director at Installed Building Products (IBP) since 2020, with his current term expiring in 2027. He is Senior Advisor at Stonehenge Partners (private mezzanine/equity investment firm) and brings over 40 years of investment banking, merchant banking, securities brokerage and private equity experience; education includes a B.A. from John Carroll University, Cleveland-Marshall College of Law, and Wharton’s Securities Industry Institute . He serves on IBP’s Compensation and Human Capital Committee (CHC) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Banc One Capital Holdings CorporationChairman & CEONot disclosedLed investment banking, merchant banking, brokerage, advisory, insurance businesses
Meuse, Rinker, Chapman, Endres & BrooksChairman & CEONot disclosedRegional investment banking leadership
Diamond Hill Investment Group, Inc. (public)ChairmanNot disclosedAsset management governance experience
State Auto Financial Corporation (public)Lead Director; Committee memberLead Director May 2015–Feb 2022; committees 2006–Feb 2022Audit, Independent, Investment & Finance committees

External Roles

OrganizationRoleTenureNotes
Stonehenge Partners, Inc.Senior Advisor2018–presentPrivate investment firm; capital markets expertise
REV Ventures (non-profit)Board serviceNot disclosedCommunity engagement
The Columbus Foundation (non-profit)Board serviceNot disclosedCommunity philanthropy

Board Governance

  • Committee assignments: Compensation and Human Capital Committee (member) .
  • Independence: Board determined Meuse is independent under SEC/NYSE rules; considered his son’s employment at BlackRock (>10% IBP holder) and concluded no impairment (son is not an executive/director/control person) .
  • Attendance and engagement: Board met 6 times in 2024; every director attended at least 75% of Board and committee meetings. All directors attended the 2024 Annual Meeting except Meuse and Schottenstein (monitor but not a material deficiency) .
  • Executive sessions: Independent directors met 4 times in 2024, chaired by the Presiding Independent Director .
  • Board independence/structure context: 78% independent directors; committees entirely independent; majority voting with resignation policy .

Fixed Compensation

ComponentAmountNotes
Annual Board retainer (cash)$85,000Standard non-employee director retainer
CHC Committee member fee (non-chair)$10,000For committee service
Total cash paid to Meuse (2024)$93,342As disclosed; paid quarterly
Annual equity grant (FMV on grant date)$125,000Granted on 2024 Annual Meeting date; vesting terms below

Director Compensation Table (2024):

NameCash Fees ($)Stock Awards ($)Total ($)
David R. Meuse93,342 125,000 218,342

Stock Ownership Policy (Directors):

  • Required to hold the greater of $425,000 or 5x annual cash retainer; 5-year compliance window. All non-employee directors meet the requirement except Ms. Moore; Meuse meets requirement .

Performance Compensation

Grant DateAward TypeShares (#)FMV/ShareTotal FMV ($)Vesting
May 23, 2024Restricted Stock598 $209.01 $125,000 Earlier of (i) 1-year anniversary, (ii) immediately prior to next Annual Meeting, or (iii) death; (i) and (ii) require continued service

Notes:

  • Non-employee director equity awards are time-based RS; no PSUs/options disclosed; no meeting fees; no retirement plans for directors .
  • Hedging/pledging prohibited for directors (Board exceptions only for CEO; none for Meuse) .

Other Directorships & Interlocks

CompanyPublic/PrivateRoleInterlock/Notes
Diamond Hill Investment Group, Inc.PublicChairmanPrior public company governance; capital markets
State Auto Financial CorporationPublicLead Director; committee memberInsurance; lead director role; tenure through Feb 2022
Stonehenge Partners, Inc.PrivateSenior AdvisorIBP director Michael H. Thomas is retired partner at Stonehenge → board-level professional network interlock (not a related-party transaction)

Expertise & Qualifications

  • Capital markets, corporate finance, and M&A (investment banking/private equity leadership) .
  • Governance and risk management from prior public boards and committee service (Audit; Investment & Finance) .
  • Strategic and operational oversight skillsets relevant to IBP’s growth and capital allocation .

Equity Ownership

HolderShares Beneficially Owned% of OutstandingNotes
David R. Meuse4,972 <1% Includes director RS; directors’ RS vesting typically aligned with annual meeting cycle

Ownership Alignment:

  • Meets director stock ownership policy (see policy above) .
  • Prohibition on hedging/pledging applies; no exceptions disclosed for Meuse .

Governance Assessment

  • Strengths: Independent status confirmed despite familial employment at a large shareholder; CHC Committee service aligns with human capital and compensation oversight; equity component of director pay promotes alignment; robust board governance (majority voting, independent committees, clawbacks, ownership requirements) .
  • Potential Watch Items:
    • Missed attendance at the 2024 Annual Meeting (non-critical but monitor for engagement trend) .
    • Professional interlock with Stonehenge alongside another IBP director (network link; not a disclosed related-party transaction) .
    • Familial tie to BlackRock (10% holder) reviewed and deemed not impairing independence; continue monitoring for changes in BlackRock status or role of family member .
  • Related-party transactions: None disclosed for Meuse; IBP related-party dealings largely involve Edwards-affiliated entities and M/I Homes (CEO of M/I is another director), with Audit Committee oversight and quantitative thresholds; independence determinations documented .

Say-on-Pay context for investor confidence: IBP’s executive compensation program received ~96% support at the 2024 Annual Meeting, indicating strong shareholder alignment on pay practices .