TopBuild (BLD) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 28, 2025, to be held virtually, with shareholders voting on four key proposals.

• 2024 marked the ninth consecutive year of sales and profit growth, with record sales of $5.3 billion (2.6% growth), adjusted EBITDA near $1.1 billion, and free cash flow of $706.7 million.

• Eight acquisitions completed in 2024, adding $153.1 million in annual revenue; $966.4 million returned to shareholders via share repurchases.

• Recognized as a Great Place to Work® and ranked #57 on Forbes' America's Best Companies 2025 list.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors, ratification of PwC as auditor, advisory approval of executive compensation, and approval of the amended and restated 2015 Long Term Stock Incentive Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 14, 2025.

Board of directors and corporate governance

• Board consists of eight directors (seven independent, one CEO), with annual elections and majority voting in uncontested elections.

• Board diversity: 38% women, 25% ethnically diverse, average tenure 7 years, average age 61.

• Three standing committees: Audit, Governance, and Compensation, all composed of independent directors.

• Strong governance practices include annual self-assessments, separate Chair and CEO roles, and stock ownership requirements for directors and officers.