Marchelle Moore
Installed Building ProductsAbout Marchelle E. Moore
Marchelle E. Moore, age 52, is an independent Class I director of Installed Building Products (IBP) since 2023, with her current term expiring in 2026 . She serves as Senior Vice President, External Affairs and Chief Inclusion and Belonging Officer at Encova Mutual Insurance Group and President of the Encova Foundation of Ohio; she holds a B.A. in English and a J.D. from The Ohio State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Encova Mutual Insurance Group | Senior Vice President, Chief Legal Officer & Corporate Secretary | Oct 2017 – Dec 2022 | Led legal, governance, and corporate secretary functions |
| Motorists Insurance Group (now Encova) | SVP, Chief Legal Officer & General Counsel | Nov 2015 – Oct 2017 | Enterprise legal leadership |
| Central Ohio Transit Authority (COTA) | VP, Legal & Government Affairs; General Counsel | May 2011 – Oct 2015 | Oversight of legal and government affairs |
| Central Ohio Transit Authority (COTA) | Interim VP, Human Resources & Labor Relations | May 2009 – May 2011 | Human capital and labor relations oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Columbus Foundation (Community Foundations, Inc.) | Governing Committee (Trustee) | Jan 2021 – present | Listed as trustee; the Governing Committee also includes IBP CEO Jeffrey W. Edwards (Vice Chair) |
| Encova Foundation of Ohio | President; Trustee | Apr 2018 – present (President since Dec 2022) | Corporate foundation leadership |
| CampusParc Management/OSU Management GP | Board Director | 2017 – Jul 2021 | Oversees OSU parking system |
| Iowa American Insurance Company | Director | May 2018 – Jun 2020 | For-profit affiliate of Encova |
| MICO Insurance Company | Director | Apr 2018 – Jun 2020 | For-profit affiliate of Encova |
| IMARC, LLC | Director | May 2018 – May 2020 | For-profit affiliate of Encova |
Board Governance
- Committee assignments: Member, Compensation and Human Capital Committee (CHC); Member, Nominating and Corporate Governance (NCG) Committee .
- Independence: Board determined Ms. Moore to be independent under SEC and NYSE rules .
- Attendance and engagement: The Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting except Messrs. Meuse and Schottenstein .
- Executive sessions: Independent directors held four executive sessions in 2024 .
- Board structure context: Presiding Independent Director role held by Margot L. Carter; committees comprised solely of independent directors .
Fixed Compensation (Director)
| Element | Amount/Terms | Source |
|---|---|---|
| Annual Board retainer (cash) | $85,000 | |
| Committee chair retainers | Audit $20,000; CHC $17,500; NCG $15,000 | |
| Committee member retainers (non-chair) | Audit $10,000; CHC $10,000; NCG $7,500 | |
| Presiding Independent Director | $25,000 | |
| Annual equity grant | $125,000 grant-date fair value (restricted stock) | |
| Meeting fees | None (reasonable expenses reimbursed) |
| 2024 Director Compensation – Marchelle E. Moore | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $100,842 | |
| Stock Awards (RS) | $125,000 | |
| All Other Compensation | $0 | |
| Total | $225,842 | |
| Notes on 2024 grant | Annual grant on May 23, 2024 at $209.01; vests on earlier of one-year anniversary or immediately prior to next annual meeting (or upon death), subject to continued service; no director stock options outstanding at 12/31/2024 |
Performance Compensation (Director)
- Directors do not receive performance-based bonuses or option awards; compensation consists of cash retainers and time-based restricted stock intended to align with shareholder interests .
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond IBP .
- Notable interlock: Shared service with IBP CEO Jeffrey W. Edwards on The Columbus Foundation Governing Committee (Vice Chair: Edwards; Trustee: Moore), which may create a perceived relationship tie outside IBP, though the Board affirms Moore’s independence under SEC/NYSE standards .
Expertise & Qualifications
- Legal, governance, and risk management expertise from senior General Counsel and Corporate Secretary roles; human capital and DEI leadership including interim HR role; strategic and operational oversight experience .
- Skills contribute to CHC and NCG committee mandates (human capital, compensation oversight, governance frameworks) .
Equity Ownership
| Metric | Detail | Source |
|---|---|---|
| Beneficial ownership (3/25/2025) | 1,532 IBP shares | |
| Ownership as % of outstanding | <1% (based on 27,610,885 shares outstanding) | |
| Options | None outstanding as of 12/31/2024 | |
| Stock ownership guideline | Greater of $425,000 or 5x annual non-employee director cash retainer; 5-year compliance window | |
| Compliance status | All non-employee directors meet the requirement except Ms. Moore, who is on target to meet it | |
| Hedging/pledging | Prohibited for directors; no exceptions disclosed for Ms. Moore |
Related-Party Exposure (Context for Board Oversight)
- IBP engages in related-party arrangements primarily with affiliates of the Edwards family (e.g., facility leases, aircraft lease/co-ownership, and sales to M/I Homes affiliates); these are overseen under a formal Related Party Transaction Policy administered by the Audit Committee .
- Examples include HQ/master lease arrangements with Edwards affiliates (2024 rent: $709,999), branch leases with a family member of the Edwards Investors (2024 rent: $265,769 each), aircraft lease (2024 payments: $415,058) and aircraft co-ownership costs (2024: $254,270), and sales to M/I Homes affiliates (2024: $24,105,558) .
- No related-party transactions involving Ms. Moore or Encova are disclosed in the proxy .
Governance Assessment
- Strengths: Independent director; active on CHC and NCG—committees central to human capital, compensation risk, governance, and ESG oversight; met Board/committee attendance thresholds; directors-only executive sessions support independent oversight .
- Alignment: Receives standard non-employee director retainer plus time-based equity; no options; subject to robust ownership guideline and anti-hedging/pledging policy (with CEO-only exceptions) .
- Watch items and potential red flags:
- Ownership guideline status—Moore is “on target” but not yet at required holdings; monitor progress toward compliance within five-year window .
- External interlock—shared Governing Committee service with IBP’s CEO at The Columbus Foundation could introduce a perceived relationship tie; Board nonetheless affirms independence under SEC/NYSE rules .
- Company-level related-party transactions (Edwards affiliates) persist; while overseen by the Audit Committee and disclosed, investors typically scrutinize the robustness of committee oversight in such settings .