Jeffrey Edwards
Installed Building ProductsAbout Jeffrey Edwards
Jeffrey W. Edwards (age 61) is President (since 2011), Chief Executive Officer (since 2004), and Chairman (since 1999) of Installed Building Products (IBP). He holds a B.S. in Marketing from Miami University and has 30+ years of industry experience, including founding the Company and leading over 200 acquisitions. Under his leadership, IBP delivered 2024 net revenue of $2.9B (+5.9% YoY), Adjusted EBITDA of $511.4M (+5.2% YoY), and net income of $256.6M (+5.3% YoY); cumulative TSR since 2019 equated to $271 on a $100 investment as of year-end 2024, with Adjusted EBITDA central to pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Installed Building Products (IBP) | Chairman; CEO; President | Chairman since 1999; CEO since 2004; President since 2011 | Founder-operator; scale M&A platform (>200 acquisitions) and national footprint expansion . |
| IBP (predecessor) | Director | 2004–2011 | Guided transition to current public-company platform . |
| Real estate and family businesses | Officer/strategist, various family-owned companies | Since 1988 (ongoing) | Commercial and mixed-use development; multi-sector operating experience (housing, building supply, industrial distribution) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Battelle | Director; HR, Compensation & Governance committee | Non-voting Nov 2023–Jan 2024; voting member Jan 2024–present | National security, energy, health and environmental R&D organization . |
| The Policy Advisory Board of Harvard University’s Joint Center for Housing Studies | Member | n/d | Industry thought leadership . |
| Columbus Museum of Art | Board | n/d | Community/cultural engagement . |
| The Salvation Army | Emeritus Board Member | n/d | Community service . |
| The Columbus Foundation (Governing Committee); Columbus Partnership; Columbus Downtown Development Corporation | Member/committee roles | n/d | Civic, economic development, philanthropy . |
Fixed Compensation
Multi-year Summary Compensation Table (CEO)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 883,846 | 3,999,949 | 1,247,480 | 42,832 | 6,174,107 |
| 2023 | 829,231 | 3,837,502 | 1,225,900 | 39,541 | 5,932,174 |
| 2022 | 786,731 | 3,377,950 | 1,126,000 | 40,353 | 5,331,034 |
Notes:
- Base salary rate increased to $900,000 effective April 1, 2024; salary was ~16.9% of earned total compensation for 2024 .
- Perquisites are limited (auto/insurance/mobile/401k match) and total $42,832 in 2024 .
Performance Compensation
Annual cash incentive (STIP) and equity (LTIP) are both 100% tied to Company Adjusted EBITDA; no payouts if <50% of goal; capped at 200%. 2024 performance was certified at 95.96% of the adjusted target; earned equity vests over two years (retention overlay) .
Annual cash incentive (2024)
| Metric | Weight | Initial Target | Final Adjusted Target | Actual | Payout % of Target | Earned ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | $525.8M | $532.9M | $511.4M | 95.96% | 1,247,480 |
Performance-based restricted stock (earned for 2024 performance; granted/certified dates)
| Grant/Certification | Metric Period | Target Shares (#) | Earned Shares (#) | Earned Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Grant 2/20/2024; certified 2/25/2025 | 2024 Adjusted EBITDA | 19,421 | 18,636 | 3,186,637 (170.99 × shares) | 50% on 4/20/2026; 50% on 4/20/2027, cont. employment . |
Vesting schedule (existing awards, as of 12/31/2024)
| Award Year | Unvested Shares (#) | Vesting Dates |
|---|---|---|
| 2022 earned award | 16,400 | 4/20/2025 . |
| 2023 earned award | 34,963 | 50% on 4/20/2025; 50% on 4/20/2026 . |
| 2024 earned award | 18,636 | 50% on 4/20/2026; 50% on 4/20/2027 . |
Program design features
- One-year Adjusted EBITDA metric for both cash and equity; equity then time-vests over two years to enhance retention and alignment .
- Equity awards based on number of shares (not dollar value), aligning realized value with stock performance (value marked down in 2024 due to stock price decline from $205.96 grant to $170.99 certification) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,281,760 shares; 15.5% of outstanding as of 3/25/2025 . |
| Ownership breakdown | Sole voting/dispositive: 214,339; shared via PJAM/IBS: 3,894,013; shared via Tremont FT, Inc. (trustee): 173,408 . |
| Unvested/Outstanding awards | 2022: 16,400 (vesting 4/20/2025); 2023: 34,963 (vesting 4/20/2025 & 4/20/2026); 2024: 18,636 (vesting 4/20/2026 & 4/20/2027) . |
| Ownership guidelines | CEO must hold 5× base salary; all executives met requirements as of 12/31/2024 (except COO on track) . |
| Pledging/Hedging | Prohibited for insiders, but Board granted CEO exceptions. IBS (Edwards family vehicle) entered into prepaid variable forwards (PVFs) pledging 900,000 shares (Sep & Nov 2023) and 250,000 shares (May 2024); retains voting/dividend rights; settlements occur in tranches per contracts . |
| Insider activity indicators | Company repurchased 100,000 shares from PJAM in Aug 2024 and 100,000 shares in Mar 2025 (private repurchases), with CEO beneficial ownership of PJAM shares; multiple Form 4s filed in Aug 2025 reference buyback-related transactions . |
Red flag note: The CEO’s pledging and PVF structures are explicit policy exceptions; while voting/dividends are retained, settlement obligations can create potential selling/settlement pressure over time .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | Originally 2013; amended and restated most recently May 2023; current term through April 15, 2026; auto-renews in 5-year increments unless 90-day notice; 180-day notice required for voluntary termination without Good Reason . |
| Non-compete / Non-solicit | Non-compete and customer/employee non-solicit during employment and for two years post-termination; confidentiality applies during and after employment . |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: 18 months base salary continuation + lump sum equal to 1.5× target cash incentive; payment of any earned but unpaid prior-year incentives . |
| Severance (CIC double trigger) | If terminated within two years post-CIC: 24 months base salary continuation + 2.0× target cash incentive; payment of earned but unpaid prior-year incentives . |
| Illustrative values (12/31/2024) | No-CIC termination: $3.3M; CIC double-trigger: $4.4M (excludes equity; stock vesting value potentially at Committee discretion under plan) . |
| Other NEOs | No employment agreements or guaranteed severance for other NEOs; Committee discretion for acceleration upon retirement/disability; death vests earned but unvested stock; plan does not mandate single-trigger acceleration on CIC . |
| Clawbacks | Mandatory recoupment for restatements; discretionary for misconduct and material harm; complies with listing standards . |
| Tax gross-ups | None (perquisites or 280G) . |
Board Governance
- Role/independence: Edwards is non-independent and serves as combined CEO and Chairman; Board maintains a Presiding Independent Director (currently Margot L. Carter) with executive sessions after every regular meeting; 78% of the Board is independent and all committees are independent .
- Committees: Edwards serves on no Board committees .
- Tenure: Director since 1999; Class III nominee in 2025 for term through 2028 .
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings; 4 executive sessions of independents held .
- Director pay: Employee directors receive no director compensation .
Director Compensation (Employee Director)
- As an employee director, Edwards does not receive Board retainers or director equity grants; compensation flows through executive program (see Fixed/Performance sections) .
Compensation Structure Analysis
- Emphasis on at-risk pay: ~85.5% of CEO’s 2024 target compensation was variable (cash and equity) .
- Single financial metric: use of one-year Adjusted EBITDA (updated for acquisitions) simplifies measurement but can increase cyclicality sensitivity; time-based vesting overlay supports retention .
- No options granted; all equity is performance-based restricted stock; no repricing; no single-trigger CIC acceleration .
- Ownership alignment: very high insider ownership (15.5%) plus stock ownership policy (5× salary for CEO) strengthens alignment, though pledging exception introduces governance risk .
Compensation Peer Group (Benchmarking)
- The CHC Committee (with Meridian) targets pay near the median of a 13-company peer group (e.g., TopBuild, Eagle Materials, Simpson Manufacturing, Meritage Homes, M/I Homes, Griffon, Tri Pointe, Century Communities, LGI Homes, Gibraltar, Cavco, Apogee); peer set reviewed to maintain size/industry comparability .
- Independent consultant Meridian engaged; no conflicts identified .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support exceeded 96%, reinforcing acceptance of pay-for-performance design; annual say-on-pay maintained .
Related Party Transactions (Governance signals)
- Aircraft arrangements with an affiliate of the Edwards investors: 2024 lease/operating payments of $415,058; IBP purchased a 35% co-ownership in an aircraft in 2024 and paid $254,270 for pro-rata ownership costs .
- Share repurchases from PJAM: private repurchases of 100,000 shares in Aug 2024 ($206.90/share less 3% discount) and 100,000 shares in Mar 2025 ($168.75/share less 3% discount); CEO has beneficial ownership in PJAM .
Performance & Track Record
- Financial performance: Record 2024 revenue ($2.9B), net income ($256.6M), and Adjusted EBITDA ($511.4M), with continued M&A (9 acquisitions >$100M annual revenue) and $230M capital returns (dividends + buybacks) .
- TSR linkage: Pay-versus-performance disclosures show CAP tracking Adjusted EBITDA, net income, and TSR relationships; Company TSR of $271 vs $100 base from 2019–2024; peer TSR benchmark provided (S&P 600 Building Products sub-industry) .
Risk Indicators & Red Flags
- Pledging/hedging exception for CEO and PVF structures pledging 1.15M shares in 2023–2024—a governance and potential liquidity/settlement overhang risk .
- Related-party aircraft arrangements and buybacks from family entities warrant monitoring for fairness and disclosure rigor .
- No single-trigger vesting and clawbacks mitigate risk; no tax gross-ups; broad independence and Presiding Independent Director balance CEO/Chair combination .
Equity Ownership & Vesting Pressure – Detailed Dates
| Date | Shares Vesting | Source |
|---|---|---|
| 4/20/2025 | 16,400 (2022 award) + half of 34,963 (2023 award) | |
| 4/20/2026 | second half of 34,963 (2023) + half of 18,636 (2024) | |
| 4/20/2027 | second half of 18,636 (2024) |
Multiple Form 4s filed in August 2025 referencing transactions under the issuer’s repurchase program with PJAM/affiliates: August 14, 20, and 27, 2025 .
Investment Implications
- Alignment and retention: Extremely high insider ownership (15.5%) plus meaningful at-risk pay and post-earn vesting underpin strong alignment and retention; ownership guidelines met .
- Watch liquidity/overhang risk: CEO pledging via PVFs (1.15M pledged shares) and recurring private repurchases from family entities create potential settlement/supply dynamics around component settlement and vesting dates; monitor Form 4 cadence and blackout windows .
- Pay-for-performance durability: Single-metric (Adjusted EBITDA) focus is simple and aligned with operating priorities, but cyclicality of housing/construction can swing payouts; two-year vesting helps moderate short-term behavior .
- Governance balance: Combined CEO/Chair is offset by a strong Presiding Independent Director, independent committees, clawbacks, and >75% meeting attendance; say-on-pay support (96%+) indicates investor comfort, albeit with continued scrutiny on pledging/related-party items .