Michael Miller
Installed Building ProductsAbout Michael T. Miller
Michael T. Miller, age 60, is Executive Vice President and Chief Financial Officer of Installed Building Products (IBP), serving as the company’s most senior financial officer since 2000 and CFO since 2013; he has also been a director since 2014. He holds a B.A. from Wake Forest University and previously held senior corporate investment banking roles at Huntington Capital Corp., with prior positions at Deutsche Bank, Canadian Imperial Bank of Commerce, and First Union National Bank . Under Miller’s financial leadership, IBP delivered 2024 records in net revenue ($2.9B), net income ($256.6M), diluted EPS ($9.10), and Adjusted EBITDA ($511.4M), with year-over-year increases across each metric, and strong say‑on‑pay support (≈96% approval) indicating investor alignment on compensation structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Installed Building Products, Inc. | Executive Vice President – Finance | 2000–present | Built finance organization and capital markets access through rapid scale-up and acquisition integration |
| Installed Building Products, Inc. | Chief Financial Officer | 2013–present | Led financial strategy driving profitable growth, record cash flow, and disciplined capital allocation |
| Huntington Capital Corp. (subsidiary of Huntington Bancshares) | Senior VP/Managing Director, Corporate Investment Banking | 1991–2000 (start year disclosed; end inferred by IBP start) | Structured financings; deep capital markets expertise supporting IBP’s capital structure |
| Deutsche Bank; Canadian Imperial Bank of Commerce; First Union National Bank | Various positions | Not disclosed | Early-career banking roles informing risk management and financing judgment |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BMC Stock Holdings, Inc. | Director | 2014–Jan 2021 | Public company board experience; audit committee service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 411,731 | 439,615 | 466,923 (annual rate $475,000 from Apr 1, 2024) |
| Actual Cash Bonus – Non‑Equity Incentive ($) | 427,880 | 458,380 | 455,810 |
| Incentive Targets (Cash) | 2024 | 2025 |
|---|---|---|
| Target Cash Incentive ($) | 475,000 | 475,000 |
| Threshold / Max (% of target) | 50% / 200% | 50% / 200% |
Performance Compensation
| Program | Metric | Target (FY2024) | Actual (FY2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Adjusted EBITDA | $532.9M (final target after M&A adjustments) | $511.4M (95.96% of target) | $455,810 | N/A (cash) |
| Performance Restricted Stock (2024) | Adjusted EBITDA | Target shares 6,069 (grant-date fair value $1,249,971) | Earned shares 5,824 (payout value $995,814 at $170.99) | 5,824 shares; $995,814 | 2 equal installments over 2 years; generally subject to continuous employment |
Notes:
- Incentives use a single, objective performance metric (Adjusted EBITDA) with 50% threshold and 200% cap; equity awards are earned based on performance then time‑vest over two years for retention and alignment .
- 2025 targets: Cash unchanged; equity target increased to 7,954 shares (fair value $1,360,000 at $170.99), with added five‑year plan eligibility (see below) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 61,175 shares; <1% of shares outstanding |
| Ownership components (unvested/earned) | 2022 unvested: 5,275 shares ($924,444) ; 2023 unvested: 11,265 shares ($1,974,191) ; 2024 earned-but-unvested: 5,824 shares ($1,020,656) |
| Options | None disclosed; no stock options outstanding |
| Shares pledged as collateral | Prohibited under policy; no exception indicated for CFO (exception applies to CEO only) |
| Stock ownership guidelines | CFO required to hold stock equal to 3× base salary; executives largely compliant (exception noted only for COO on timing) |
| Hedging/short sales | Prohibited for officers/directors; no 10b5‑1 trading plans in 2024 for executives |
| Trust holdings | Includes 33,320 shares held by a trust of which Mr. Miller is sole trustee/beneficiary (sole voting/investment power) |
Vesting schedule (shares):
| Vest Date | 2025 | 2026 | 2027 |
|---|---|---|---|
| Shares scheduled to vest | 3,777 (2022/2023 awards) | 11,265 (2023) + 2,912 (half of 2024 earned) = 14,177 | 2,912 (second half of 2024 earned) |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None disclosed for CFO (only CEO has an employment agreement) |
| Severance | No contractual severance/change‑in‑control benefits for CFO (discretionary vesting only in limited cases) |
| Change‑in‑control | No single‑trigger acceleration; CHC Committee may continue/assume, cash‑settle, or accelerate awards at its discretion |
| Non‑compete / non‑solicit | Company has non‑compete agreements with each NEO; confidentiality applies; specific duration for CFO not disclosed |
| Clawbacks | Mandatory recoupment for restatements; discretionary clawback for misconduct causing harm or valuation impact |
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 2014; Class I; term expires 2026 |
| Independence | Non‑independent (company executive) |
| Committees | None |
| Meeting attendance | Board held six meetings in 2024; all directors ≥75% attendance |
| Executive sessions | Independent directors held four executive sessions in 2024; chaired by Presiding Independent Director |
| Dual‑role implication | CFO serving on the board reduces independence on the board as a whole; mitigated by independent committee composition and active Presiding Independent Director role |
Director compensation:
- Employee directors receive no director compensation; non‑employee director program summarized separately in the proxy .
Compensation Structure Analysis
- Mix and performance linkage: CFO pay is heavily at‑risk via Adjusted EBITDA‑linked cash and equity; equity vests over two years post‑performance certification to reinforce retention and long‑term alignment .
- 2025 equity emphasis: Target annual restricted stock increased to 7,954 shares (fair value $1,360,000 at grant price), raising equity share of total pay; thresholds and caps unchanged .
- Five‑year performance share plan: CFO eligible for a one‑time $500,000 restricted stock opportunity based on five‑year revenue and Adjusted EBITDA targets (90% threshold, no proration) plus annual $150,000 restricted stock tied to adjusted G&A as % of revenue, with vesting in 2030—deepening multi‑year alignment and deferring liquidity .
- Peer benchmarking: Pay positioned around the peer median; peer group includes TopBuild, Eagle Materials, Simpson Manufacturing, Meritage Homes, M/I Homes, Griffon, LGI, Gibraltar Industries, Apogee, among others .
Equity Ownership & Alignment (Detailed)
| Measure | Value |
|---|---|
| Total unvested/earned-but-unvested market value | ~$3.92M (sum of $924,444 + $1,974,191 + $1,020,656), at $175.25/ share reference as of 12/31/2024 |
| Policy compliance | CFO meets executive stock ownership requirement (3× base salary) |
| Prohibitions | Hedging, short sales, pledging prohibited for officers/directors; exception applies only to CEO |
Performance & Track Record
- 2024 performance: Net revenue $2.9B (+5.9% YoY), gross profit $994.5M (+6.9%), net income $256.6M (+5.3%), diluted EPS $9.10 (+5.7%), Adjusted EBITDA $511.4M (+5.2%)—supporting strong incentive attainment and equity awards .
- Pay vs performance context: Company TSR and Adjusted EBITDA improved materially over the period disclosed; 2024 Adjusted EBITDA $511.4M and net income $256.6M as key drivers behind incentive outcomes .
Related Party Transactions (context)
- CFO trust holdings disclosed; broader related party policies administered by the Audit Committee with robust review standards to avoid conflicts .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ≈96%, indicating strong shareholder support for pay design and performance alignment .
- Ongoing engagement program with extensive investor interactions informs compensation and governance practices .
Compensation Committee & Governance
- CHC Committee (independent) sets metrics, targets and approves awards; uses an external consultant (Meridian) for peer benchmarking and risk reviews; clawbacks and ownership policies enforced .
Investment Implications
- Alignment and retention: Elevated equity emphasis (2025 target increase and five‑year plan) plus two‑year vesting structure and ownership requirements support retention and shareholder alignment; clawbacks and prohibitions reduce misalignment risk .
- Near‑term supply from vesting: Material scheduled vesting (≈14.2k shares in 2026; ≈2.9k in 2027) could create episodic selling pressure, though hedging/pledging prohibitions, ownership guidelines, and absence of 2024 10b5‑1 plans moderate discretionary activity .
- Governance mitigants: Independent committees, active Presiding Independent Director, executive sessions, and majority‑vote/ resignation policy underpin oversight quality despite CFO’s non‑independent board role .
- Performance linkage: Single‑metric Adjusted EBITDA focus provides clarity and discipline; potential risk of over‑reliance is mitigated by time‑vesting, clawbacks, and multi‑year plan metrics (revenue and adjusted G&A ratio) .