Michael Thomas
Installed Building ProductsAbout Michael H. Thomas
Michael H. Thomas (age 75) is an independent director of Installed Building Products, Inc. and has served on the Board since 2014; his current term (Class II) expires in 2027 . He is a retired partner of Stonehenge Partners, Inc., with prior roles spanning investment origination, portfolio asset management, and dispositions; he holds a B.A. in Business Administration from the University of Notre Dame . His core credentials include executive leadership, capital structure, M&A, risk management, and human capital expertise, reinforced by long-standing service to IBP and its predecessor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stonehenge Partners, Inc. | Retired partner; provided counsel in investment origination, portfolio asset management, and disposition of investments | 1999–2014 | Investment and portfolio oversight experience relevant to risk and capital allocation |
| JMAC, Inc. | Executive Vice President and Treasurer; directed investments across multiple sectors and managed owners’ financial, estate, and income tax planning | Not specified | Broad investment and financial planning background |
| Ernst & Young LLP (Columbus, OH) | Manager (tax practice) | Not specified | Financial reporting and tax expertise |
| Installed Building Products (predecessor) | Director | 2004–2011 | Governance continuity and industry knowledge |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Installed Building Products (predecessor) | Director | 2004–2011 |
Note: No current public company directorships for Mr. Thomas are disclosed in the 2025 proxy .
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 5 times in 2024 and is chaired by Lawrence A. Hilsheimer; other members include Margot L. Carter and Michael H. Thomas .
- Independence: The Board determined Mr. Thomas has no material relationship that impairs independence and qualifies under SEC/NYSE rules .
- Attendance: The Board held six meetings in 2024; each director attended at least 75% of combined Board and committee meetings on which they served .
- Executive sessions: Independent directors held four executive sessions in 2024, chaired by the Presiding Independent Director (Ms. Carter) .
- Oversight role: As an Audit Committee member, Mr. Thomas participates in oversight of financial reporting, internal controls, and cybersecurity risk management (with quarterly reporting to the Audit Committee) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 89,042 | 125,000 | – | 214,042 |
- Program structure (non-employee directors): Annual cash retainer $85,000; Audit Committee (non-chair) $10,000; no meeting fees; annual restricted stock grant fair market value $125,000 on Annual Meeting date; max total cash+equity per director capped at $400,000 .
- Vesting terms for director restricted stock awards: Earlier of one year from grant, immediately prior to next annual meeting, or director’s death (subject to continued service) .
- Fee waiver signal: Mr. Thomas agreed in advance to waive $4,300 of fees to assist funding awards under the Installed Building Products Foundation (positive engagement signal) .
Performance Compensation
| Element | Grant Date | Type | Amount/Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual equity grant | May 23, 2024 | Restricted stock | $125,000 (FMV on grant date; price $209.01) | Earlier of 1 year, pre-next annual meeting, or death; service-contingent | Directors do not receive options; none outstanding for any director as of 12/31/2024 |
Director pay is not tied to performance metrics (no cash bonus/PSUs/options for directors disclosed); equity is time-based to align interests with shareholders .
Other Directorships & Interlocks
| Relationship | Details | Potential Conflict Assessment |
|---|---|---|
| Stonehenge Partners affiliation | Thomas is a retired partner; fellow IBP director David R. Meuse is Senior Advisor at Stonehenge Partners | No related-party transactions with Stonehenge disclosed; independence affirmed by Board |
| M/I Homes transactions (Board peer) | Robert H. Schottenstein (IBP director) is CEO of M/I Homes; IBP conducts ordinary-course transactions; aggregate value <1% of revenues of each entity in 2024 | Board assessed no impairment of independence for Schottenstein; routine transactions |
Expertise & Qualifications
- Executive leadership and strategic/operational perspective drawn from private investment roles and long IBP tenure .
- Capital structure, M&A, and risk management proficiency; human capital skills cited in Board qualifications .
- Long-standing service provides continuity and deep knowledge of IBP’s culture and strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Policy Compliance | Pledging/Hedging |
|---|---|---|---|---|
| Michael H. Thomas | 9,599 | <1% | All non-employee directors meet stock ownership requirements except Ms. Moore (Thomas meets) | Company prohibits hedging/pledging by directors; no exceptions disclosed for directors (CEO exception noted separately) |
- Director stock ownership policy: Must beneficially own greater of $425,000 or 5× annual cash retainer (excluding committee/Presiding Independent Director retainers); 5-year compliance window; restrictions if below target (cash retainer paid partly in stock) .
Governance Assessment
- Board effectiveness: Active Audit Committee membership and independent status support robust oversight of financial reporting and cybersecurity risks; attendance met threshold; engagement evidenced by fee waiver to support employee-focused Foundation programs .
- Alignment: Time-based equity grants, stringent ownership guidelines, and prohibition on hedging/pledging strengthen alignment with shareholders and reduce risk behaviors .
- Conflicts: No related-party transactions disclosed involving Mr. Thomas or Stonehenge Partners; Board’s Related Party Transactions Policy provides Audit Committee review/approval for any >$120,000 transactions; all such disclosed transactions (primarily Edwards Investors and M/I Homes) approved under policy .
- RED FLAGS: None material identified for Mr. Thomas. Shared affiliation with Stonehenge Partners is noted but with no disclosed transactions or independence impairment; attendance satisfactory; no options or performance-linked director pay that could misalign incentives .