Todd Fry

About Todd Fry

Todd R. Fry (age 59) is IBP’s Chief Accounting Officer (since April 2014) and Treasurer (since March 2015). He is a seasoned public-company finance executive with prior CFO roles, SEC reporting leadership, Sarbanes-Oxley compliance, M&A, and risk management experience; he holds a B.S. from The Ohio State University and has served as a director of Summit State Bank since 2000 . Company performance context for his tenure: IBP delivered record 2024 results—net revenue $2.9 billion (+5.9% YoY), net income $256.6 million (+5.3%), diluted EPS $9.10 (+5.7%), and Adjusted EBITDA $511.4 million (+5.2%), supported by nine acquisitions adding >$100 million of annual revenue and $230 million of capital returned to shareholders . IBP’s cumulative total shareholder return measured from a $100 investment (Dec 31, 2019) reached $271 in 2024, with peer index at $225, and pay-versus-performance disclosures tie executive incentives to Adjusted EBITDA outcomes .

Past Roles

External Roles

Fixed Compensation

IBP’s executive compensation framework sets base salary competitively near median peers, reviewed annually for responsibility, performance, internal equity, and market competitiveness; fixed pay is complemented by benefits available broadly to salaried employees (401(k), medical, etc.) and limited perquisites (e.g., auto and mobile phone) and excludes pension/SERP and tax gross-ups . The Compensation and Human Capital Committee (CHC) targets total cash and total direct compensation for executives around the market median, using Meridian’s peer group benchmarking (13 peers including TopBuild, Eagle Materials, Simpson Manufacturing, Meritage, etc.) .

Performance Compensation

IBP places substantial at-risk pay on objective performance (single metric: Adjusted EBITDA), with annual cash and equity awards earned 50–200% of target based on achievement and equity vesting over two years to promote retention and alignment; thresholds are set off Board-approved budget and adjusted for acquisitions . In 2024, the Adjusted EBITDA target was $525.8 million (final target adjusted for acquisitions $532.9 million), actual $511.4 million (95.96% of target), driving earned payouts below target and reinforcing pay-for-performance .

2025 program retains cash targets and increases equity target shares; 2025 RS vest on April 20, 2027 and April 20, 2028; a new five-year performance share plan adds revenue and Adjusted EBITDA multi-year hurdles with non-prorated earning at ≥90% of targets and an annual G&A-to-revenue metric component vesting in 2030 for select executives (CEO, CFO, COO, CAO&Sustainability), strengthening long-term alignment .

Equity Ownership & Alignment

• Stock ownership guidelines require the Chief Accounting Officer and Treasurer to hold company stock equal to 1× base salary; executives have five years to comply, and if not met on measurement date, sale prohibitions apply and 50% of annual incentive is paid in stock until compliant; as of 12/31/2024 all executives met requirements except the newly promoted COO (on track) .
• Hedging, short sales, and pledging are prohibited for officers and directors (with a Board-approved exception for the CEO related to a family investment vehicle); pre-clearance and trading-window procedures apply to covered persons .
• Option awards are not part of the current program and no NEOs held options at 12/31/2024, reducing option-driven selling pressure; equity incentives are performance-based restricted stock .

Employment Terms

• IBP discloses a formal employment agreement and severance only for the CEO; other named executive officers do not have severance/change-in-control cash benefits, with CHC retaining discretion for vesting on retirement/disability/death; the 2023 Omnibus Incentive Plan does not provide single-trigger acceleration on change-in-control without a qualifying event .
• CEO severance illustrates governance posture: 1.5× target cash incentive and 18 months base continuity (2.0× and 24 months following change-in-control), with non-compete and notice provisions; by contrast, no such cash severance is disclosed for other executives .
• Clawback policies mandate recoupment after restatements and allow discretionary recovery for grossly negligent/intentional misconduct causing material harm or inflated incentive outcomes .

Investment Implications

• Compensation-Performance Link: Fry operates within a structure tightly tied to Adjusted EBITDA with two-year vesting—mitigating short-termism and aligning payouts with operational profitability; 2024 under-target results reduced earned equity values, demonstrating alignment with shareholder outcomes .
• Selling Pressure Risk: Absence of options, two-year RS vesting schedules, ownership requirements, and hedging/pledging prohibitions suggest controlled insider selling pressure; any material near-term selling would more likely be from vesting-driven liquidity rather than options exercise .
• Retention & Governance: No disclosed individual severance for Fry and strong clawbacks reduce rent extraction but may elevate retention risk if market lures are strong; multi-year equity and ownership guidelines counterbalance this with“skin-in-the-game” requirements .
• Performance Context: IBP’s consistent execution—record 2024 revenue/EPS/Adjusted EBITDA, accretive M&A pipeline, and TSR outperformance vs peer index—supports compensation designs that emphasize profitable growth levers directly tied to Fry’s control environment and reporting rigor .

Note: IBP does not disclose Todd Fry’s individual salary, bonus, or equity grant details in the proxy because he is not a named executive officer; analysis above leverages company-wide executive policies and 2024/2025 program specifics applicable to the executive cohort, including the Chief Accounting Officer role .