Jason Niswonger
Installed Building ProductsAbout Jason Niswonger
Jason R. Niswonger (age 52) is Chief Administrative and Sustainability Officer at Installed Building Products (IBP), a role he has held since March 2022; prior roles at IBP include SVP, Finance & Investor Relations (2015–2022) and Director of Investor Relations (2014–2015), with earlier finance and reporting positions at Edwards Industries, Commercial Vehicle Group, IBP LLC, Sterling Commerce, Express (The Limited), and Exel Logistics; he holds an MBA from Otterbein College and a BA from Ohio University . Company performance metrics used to determine 2024 incentive outcomes were based on Adjusted EBITDA, where IBP achieved $511.4M vs an adjusted target of $532.9M (95.96%), resulting in below-target payouts; shareholder support for say‑on‑pay in 2024 was >96% . Performance context: IBP reported 2024 Net Income of $256.6M and Adjusted EBITDA of $511.4M; the “value of initial $100 investment” (cumulative TSR) stood at $271 in 2024 per the Pay‑Versus‑Performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Installed Building Products | Chief Administrative and Sustainability Officer | Mar 2022–Present | Leads enterprise administration and sustainability; eligible for multi‑year performance share plan beginning 2025 tied to revenue, Adjusted EBITDA, and G&A% metrics . |
| Installed Building Products | SVP, Finance & Investor Relations | Mar 2015–Feb 2022 | Investor communications and finance leadership during growth in scale and service categories . |
| Installed Building Products | Director of Investor Relations | Jan 2014–Mar 2015 | Built IR function post‑IPO scale‑up . |
| Edwards Industries | Director, Financial Reporting | 2011–2013 | Led reporting at national property development company . |
| Commercial Vehicle Group (Seating Systems) | Director, Finance (and other roles) | 2006–2011 | Division finance leadership at global supplier . |
| Installed Building Products, LLC | Director, Financial Reporting | 2004–2006 | Corporate reporting at IBP predecessor entity . |
| Sterling Commerce | Director, Global Accounting & Financial Reporting | 2000–2004 | Global accounting/reporting at B2B software provider . |
| Express (The Limited); Exel Logistics | Financial reporting roles | Pre‑2000 | Early career financial reporting . |
External Roles
- No outside public company directorships disclosed for Mr. Niswonger in the 2025 proxy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (as of Dec 31) ($) | 425,000 | 465,000 | 9.4% increase reflecting scope growth and peer practices . |
| Summary Compensation Table – Salary ($) | 416,923 | 454,231 | Salary reported for the fiscal year in SCT . |
| Target Cash Incentive ($) | — | 290,000 | 2024 target set on Adjusted EBITDA metric; threshold 50%/max 200% . |
| Target Cash Incentive ($) – 2025 | — | 290,000 | Target unchanged for 2025 . |
Performance Compensation
Annual Performance Cash (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual Performance | Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | Single‑metric program | 50% of target | 100% of target | 200% of target | 95.96% of target ($511.4M vs $532.9M) | 278,284 . |
Equity Incentives and Vesting
| Award Year | Instrument | Target (#) | Earned (#) | Grant/Earned Valuation | Vesting Terms |
|---|---|---|---|---|---|
| 2024 | Performance‑based Restricted Stock | 2,427 | 2,329 | Grant date FV $499,865 at $205.96 (2/20/2024); Earned payout value $398,227 at $170.99 (2/25/2025) | Vests 50% on 4/20/2026 and 50% on 4/20/2027 (subject to continued employment) . |
| 2025 | Performance‑based Restricted Stock (Target) | 3,363 | — | Target FMV $575,000 at $170.99 (2/25/2025) | If earned, vests on 4/20/2027 and 4/20/2028 (continued employment) . |
| 2025 | Discretionary Restricted Stock | 584 | 584 | Granted for strong individual performance (2/25/2025) | Vests in full on 4/20/2028 . |
- Program design: Annual cash and equity incentives both use a one‑year Adjusted EBITDA metric; equity awards add a two‑year time‑vesting component; 0% payout below 50% of target; capped at 200% .
- Five‑Year Performance Share Award Plan (2025–2029) – eligibility includes Niswonger: Component 1 one‑time target $500,000 split across five‑year revenue and Adjusted EBITDA goals (earned if ≥90% of target, no proration); Component 2 annual $150,000 target tied to G&A% of revenue (must be ≤105% of target), with any earned shares vesting on 4/20/2030 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/25/2025) | 16,072 shares; less than 1% of shares outstanding (27,610,885) . |
| Unvested/Outstanding Awards at 12/31/2024 | 2022 award: 1,530 unvested (vests 4/20/2025); 2023 award: 3,982 unvested (vests 50% on 4/20/2025 and 50% on 4/20/2026); 2024 earned award: 2,329 unvested (vests 50% on 4/20/2026 and 50% on 4/20/2027) . |
| Additional Grant | 584 RS shares granted 2/25/2025 vest 4/20/2028 . |
| Ownership Guidelines | Chief Administrative & Sustainability Officer: 1x base salary; all executives met requirement as of 12/31/2024 except COO (Wheeler) who is on track . |
| Hedging/Pledging | Company prohibits hedging and pledging for executives; exception disclosed only for CEO in a family investment vehicle; transactions require pre‑clearance and trading windows . |
| Options | No option grants; outstanding equity consists of restricted stock (performance‑based) . |
Upcoming Vesting Calendar (Niswonger)
- 4/20/2025: 1,530 shares (2022 award) and 50% of 3,982 shares (2023 award) .
- 4/20/2026: Remaining 50% of 3,982 shares (2023 award) and 50% of 2,329 shares (2024 award) .
- 4/20/2027: Remaining 50% of 2,329 shares (2024 award) .
- 4/20/2028: 584 shares (discretionary 2025 grant) .
- 4/20/2030: Any shares earned under Component 2 of the Five‑Year Plan (2025–2029 annual awards) vest on this date .
Employment Terms
| Term | Summary |
|---|---|
| Employment Agreement | Company states there are no employment agreements for executives other than the CEO; executives are otherwise covered by standard policies . |
| Non‑Compete/Confidentiality | Company has non‑compete agreements with each NEO; also confidentiality provisions (term not specified for NEOs) . |
| Severance/Change‑of‑Control | No severance or change‑of‑control cash benefits for NEOs other than the CEO; unvested equity may be accelerated at CHC Committee discretion; death results in full vesting of earned but unvested RS . |
| Clawbacks | Mandatory clawback for any executive on financial restatements (three‑year lookback overpaid incentive comp); discretionary clawback for misconduct causing restatement, outsized incentive value, or substantial harm . |
| Perquisites (2024) | All Other Compensation totaled $24,767 for Niswonger, comprising company car ($17,176), car insurance ($2,762), parking ($1,920), 401(k) match ($2,342), mobile phone ($567) . |
Performance & Track Record (Company Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($) | 97,200,000 | 118,800,000 | 223,400,000 | 243,700,000 | 256,600,000 |
| Adjusted EBITDA ($) | 245,600,000 | 285,400,000 | 439,300,000 | 485,900,000 | 511,400,000 |
| Cumulative TSR ($100 initial) | 148 | 205 | 129 | 280 | 271 |
Additional 2024 incentive context: Adjusted EBITDA target (post‑acquisition adjustments) $532.9M vs actual $511.4M (95.96% of target), driving below‑target cash and equity payouts for NEOs . Say‑on‑pay support exceeded 96% at the 2024 annual meeting .
Investment Implications
- Pay‑for‑performance alignment: Cash and equity incentives are driven by a single, objective Adjusted EBITDA metric with a 0%–200% structure; 2024 payouts calibrated to 95.96% performance; 2025 adds a five‑year plan tied to revenue, Adjusted EBITDA, and disciplined G&A%, reinforcing multi‑year alignment .
- Retention and potential selling pressure: A visible April vesting cadence (2025–2028) plus a 2030 cliff for five‑year plan Component 2 provides retention hooks; the April calendar may create periodic liquidity windows for insiders; hedging/pledging prohibitions and stock ownership requirements further align incentives .
- Risk and safeguards: No guaranteed severance or CoC entitlements for Niswonger mitigates parachute risk; rigorous clawbacks, pre‑clearance trading windows, and no options (re‑pricing risk) reduce governance red flags; perquisites are modest .
- Track record: Consistent multi‑year growth in Adj. EBITDA and Net Income underpins incentive structures; 2024 TSR moderation vs 2023 suggests sensitivity to market/industry conditions but remains well‑above 2020–2022 levels .
- Overall: Incentive design and ownership policy indicate solid alignment; retention risk appears contained by multi‑year vesting (including 2030 cliff), with limited severance “pull” elsewhere; monitor April vesting dates for potential insider activity and the annual setting of G&A% targets under the five‑year plan for rigor vs ease .