Robert Schottenstein
Installed Building ProductsAbout Robert H. Schottenstein
Robert H. Schottenstein, age 72, is an independent Class I director of Installed Building Products (IBP). He has served on the IBP board since 2022 and previously served from April 2014 to March 2020, bringing over three decades of homebuilding leadership as Chairman (since 2004), Chief Executive Officer (since 2004), and President (since 1996) of M/I Homes, Inc. He holds a B.A. from Indiana University and a J.D. from Capital University Law School, and previously practiced law specializing in commercial real estate, corporate, and banking transactions (1977–1990) . The board affirms his independence under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private legal practice | Attorney specializing in commercial real estate, corporate and banking transactions | 1977–1990 | Built transactional depth across real estate and corporate finance |
| Installed Building Products (prior term) | Director | Apr 2014–Mar 2020 | Board oversight during early post-IPO scaling |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| M/I Homes, Inc. (public) | Chairman; Chief Executive Officer; President | Chairman/CEO 2004–present; President 1996–present | Operating leader of a major U.S. homebuilder |
| L Brands (public, former) | Director | Aug 2017–May 2022 | Audit Committee member |
| The Ohio State University Wexner Medical Center | Board member | Not disclosed | Non-profit/governance role |
| The Ohio State University Foundation | Board member | Not disclosed | Non-profit/governance role |
| Harvard Joint Center for Housing Studies – Policy Advisory Board | Chair | Not disclosed | Sector thought leadership |
| Pelotonia | Chair | Not disclosed | Community/health leadership |
| The Columbus Partnership | Member | Not disclosed | Civic leadership network |
Board Governance
- Committee assignments: None (not currently serving on Audit, Compensation and Human Capital, or Nominating and Corporate Governance committees) .
- Independence: Independent director under SEC/NYSE rules; board reviewed M/I Homes ordinary-course transactions and concluded independence is not impaired (transactions <1% of each company’s 2024 revenues) .
- Attendance and engagement: IBP’s board met six times in 2024; each director attended at least 75% of board/committee meetings. He did not attend the 2024 Annual Meeting of Stockholders (a minor engagement flag) .
- Board structure context: Three standing committees (Audit; Compensation and Human Capital; Nominating and Corporate Governance), each chaired by an independent director and operating under written charters .
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $83,342 | Actual 2024 cash paid to R. Schottenstein |
| Standard board retainer (reference) | $85,000 | Baseline; no meeting fees; committee chair/member retainers are incremental |
Performance Compensation (Director)
| Award Type | Grant Date | Grant Value | Vesting & Terms |
|---|---|---|---|
| Restricted stock (annual director equity) | May 23, 2024 | $125,000 | Vests at earlier of: 1-year anniversary or immediately prior to 2025 annual meeting; full vest on death; no options outstanding for directors |
- No performance-conditioned director pay; director equity is time-vested to align long-term interests (no options and no performance metrics for director awards) .
Other Directorships & Interlocks
- Compensation committee interlocks: None in 2024; no officer/former officer served on CHC Committee and no reciprocal interlocks identified .
- Overlapping ecosystem roles: Active CEO/Chair of M/I Homes, a significant IBP customer; board determined independence given transaction size and ordinary-course nature .
Related-Party Exposure (Conflict Review)
| Counterparty | Nature of Relationship | 2024 Transaction Value | Independence/Process Implications |
|---|---|---|---|
| M/I Homes, Inc. and affiliated entities | Customer of IBP; R. Schottenstein is Chairman/CEO/President | $24,105,558 | Board determined Mr. Schottenstein remains independent; value <1% of revenues for each company and in ordinary course; transactions subject to related-party policy oversight |
Expertise & Qualifications
- Sector/operator expertise: >30 years in homebuilding; strategic, operational, capital structure, risk and human capital oversight experience .
- Legal/transactional background: Prior legal practice in real estate/corporate/banking transactions enhances governance and risk lens .
- Broader leadership: Non-profit and academic board leadership (OSU, Harvard JCHS), indicating network strength and policy insight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 25, 2025) | 2,502 shares |
| Shares outstanding basis | 27,610,885 (as of Mar 25, 2025) |
| Ownership as % of outstanding | ~0.009% (2,502 ÷ 27,610,885) |
| Director ownership guideline | Must hold the greater of $425,000 or 5× annual cash retainer; all non-employee directors meet requirement except Ms. Moore (on track) |
| Hedging/pledging | Prohibited for directors; board has granted exception only for the CEO; no pledging disclosed for Mr. Schottenstein |
Governance Assessment
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Positives
- Deep, directly relevant industry/operator experience (homebuilding) with long-tenured public company leadership—valuable for IBP’s housing/cycle exposures and M&A/capital allocation oversight .
- Clear independence determination despite ordinary-course customer dealings; transactions below quantitative thresholds with board-level review under a formal related-party policy .
- Director compensation structure mixes cash and time-vested equity, aligning with shareholders without performance complexity or option re-pricing risk; no options held .
- Strong shareholder support for executive pay (96% 2024 say‑on‑pay), reflecting broader governance credibility and investor alignment signals .
-
Watch items / potential red flags
- Related-party exposure: $24.1 million in 2024 sales to M/I Homes affiliates. While ordinary course and immaterial by percentage, continued oversight is warranted given his CEO role at the customer; monitor for changes in concentration or terms (RED FLAG: related-party exposure) .
- Engagement: Did not attend the 2024 Annual Meeting of Stockholders; while he met overall attendance thresholds, missing the annual meeting is a modest engagement concern (RED FLAG: annual meeting absence) .
- Committee footprint: Not serving on any board committees limits direct influence on audit, compensation, or governance processes despite relevant expertise—consider future committee placement if independence considerations permit .
-
Contextual mitigants
- Formal related-party policy with Audit Committee oversight, quantitative/materiality screens, and independence reevaluation each year .
- Board comprised 78% independent directors; independent committee chairs; annual self-assessments and structured risk oversight .
Notes: All data sourced from Installed Building Products, Inc. 2025 DEF 14A (filed April 8, 2025). Citations included inline.