TOPBUILD CORP (BLD)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
TOPBUILD CORP · Meeting: April 27, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2015 with strong distribution and operations experience; TopBuild's 3-year TSR of +90.9% outperforms the XLI sector ETF by +12.9 percentage points, well below the 65pp threshold needed to trigger an against vote, and no other policy flags apply.
Director since 2021 with deep CFO-level financial expertise; joined within a period of strong stock outperformance and no overboarding, attendance, or independence concerns are present.
CEO and director since 2021 with deep company-specific operating knowledge; as an executive director he is subject to the same TSR test, but TopBuild's strong 3-year outperformance of the sector ETF means the TSR trigger does not apply, and he holds only one outside board seat (Core & Main), which is within the two-seat limit for sitting CEOs.
Director since 2015 serving as Audit Committee Chair with a strong CFO background; holds two outside board seats (Howmet Aerospace and Gates Industrial), which is within the policy limit, and the TSR trigger does not apply given TopBuild's outperformance of its sector ETF benchmark.
Director since 2018 with extensive executive leadership experience from General Electric; holds one outside board seat and no policy flags apply given strong company TSR performance.
Director since 2023, joined less than 24 months before the meeting date, making her exempt from the TSR trigger under the new-director exemption; brings relevant human capital and talent management expertise.
Director since 2015 serving as Compensation Committee Chair with strong HR and executive compensation expertise; no outside public board seats and no policy flags apply.
Director since 2018 with CEO-level experience and deep governance knowledge; holds one outside board seat (Malibu Boats) and no policy flags apply given TopBuild's strong TSR outperformance.
All eight director nominees receive a FOR vote. TopBuild's 3-year total return of +90.9% outpaces the XLI industrials ETF benchmark by approximately 13 percentage points, which is well below the 65-point gap that would be needed to trigger a vote against any director. No directors are overboarded, all committees are fully independent, attendance was at least 75% for all directors, and no familial or independence concerns were identified.
Say on Pay
✓ FORCEO
Robert M. Buck
Total Comp
$7,873,810
Prior Support
96%%
The CEO's total reported compensation of $7,873,810 is reasonable for a $10 billion industrial company with a track record of strong performance, and the pay structure is heavily weighted toward variable and performance-based pay — 60% of long-term equity awards are performance stock awards tied to earnings per share and relative total shareholder return over three years, with an additional annual cash bonus tied to operating income, sales, working capital, and safety metrics. The prior year's say-on-pay vote received 96% support, indicating broad shareholder approval, and the company has a meaningful clawback policy in place adopted in compliance with NYSE and SEC rules. TopBuild's three-year total return of approximately 91% significantly exceeds its sector peer group, and the 2023 performance stock awards paid out at 200% of target based on earnings and TSR metrics that were actually earned, demonstrating that incentive pay was aligned with shareholder outcomes rather than awarded regardless of results.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,524,652
Non-Audit Fees
$77,000
Non-audit fees of $77,000 represent only about 2.2% of audit fees of $3,524,652, which is well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for TopBuild's $10+ billion market cap, auditor tenure was not disclosed so the tenure trigger cannot fire, and no material financial restatements were identified.
Overall Assessment
TopBuild's 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which receive a FOR vote under this policy. The company's strong three-year stock performance, well-structured performance-based pay program, clean auditor fee profile, and fully independent board committees leave no material policy flags on any proposal.