UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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		TopBuild Corp.
		(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant

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Dear Shareholders:

On behalf of the TopBuild Board of Directors and Senior Leadership team, it is my pleasure to invite you to the TopBuild Corp. 2023 Annual Meeting of Shareholders. Our meeting will be held virtually on Monday, May 1st at 10:00 a.m. Eastern Time. We hope you will attend.

2022 IN REVIEW

2022 was another strong year for TopBuild. Our team did an outstanding job managing multiple material cost increases while also balancing strong demand against persistent supply and labor constraints. Revenue increased 43.7% to $5.0 billion, our gross and operating margins expanded, and adjusted net income per share increased 57.7%. We also successfully integrated Distribution International and expect to exceed our forecasted synergies of $35 million to $40 million.

On the capital allocation front, we completed five acquisitions and the synergies achieved are meaningful. Identifying, analyzing and integrating strategic acquisitions is one of our core competencies and our successful track record bears this out, generating solid returns for our shareholders.

Since 2018, we have acquired 24 companies which are contributing in excess of $1.6 billion of annual revenue.

During the year, we also continued executing on our share repurchase program, buying 1.4 million shares of our common stock for approximately $250 million.

A CULTURE PROMOTING SAFETY AND SUSTAINABILITY

In 2021 we established a formal sustainability program directly overseen by our Board of Directors and led by a team of dedicated TopBuild professionals with backgrounds in environmental controls, risk management and safety. We have significantly enhanced our disclosures related to ESG, including publishing Scope 1 emissions data, and adding additional human capital management statistics including more detailed workforce demographic data, and enhanced safety performance information.

We also continue our focus on enhancing our safety-first culture which is supported throughout our organization through training programs and safety management

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software tools used at our over 400 branches. This is further emphasized with all bonus eligible employees, including senior leadership, having a percentage of their annual incentive compensation tied to the Company’s safety performance.

I am pleased to report that in 2022 we achieved our best year ever with regards to our safety and personal injury rate. Moreover, while the safety of our employees is paramount, improvements in total recordable and lost time case rates provide additional benefits including enhancing our ability to attract and retain talent and reducing total costs to the business.

I also want to emphasize that the core of our business is inherently environmentally friendly. The insulation we install and distribute drives thermal efficiency, lowers energy usage, and reduces carbon emissions. We are the leader in delivering these benefits for new and existing homes and commercial and industrial facilities across the United States and Canada. The energy savings we deliver far outweigh the impact of our own operations.

LOOKING FORWARD

As we look at 2023 and beyond, we point back to our strong track record of producing solid results. Over the last seven years we have more than tripled our revenue and, on a compounded annual rate, revenue and EBITDA have grown 18% and 36%, respectively.

We are excited about our future and the multiple avenues of growth available to us. The three end-markets we serve represent a $16 billion total addressable market. Our culture of local empowerment, cost control and operational improvement will enable us to outperform in any environment.

We recognize that you have a choice regarding your investment decisions, and we appreciate your continued support of our Company. Your vote is very important to us and I encourage you to read the accompanying Proxy Statement carefully and vote for the Board’s nominees and in accordance with the Board’s recommendations on the other proposals. Whether or not you are planning to attend the Annual Meeting, please vote your shares as soon as possible by telephone or Internet, or, if you requested to receive printed proxy materials, by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Further instructions are provided in the Notice, the proxy card or the voting instruction form provided by your broker. Please vote promptly.

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We hope you will attend our virtual Annual Meeting on May 1st. If you have any questions, please contact our Investor Relations department at (386) 763 8801.

Sincerely yours,

Robert Buck

President and Chief Executive Officer

March 21, 2023

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS	2
PROXY SUMMARY	3
PROXY STATEMENT	6
CORPORATE GOVERNANCE	7
PROPOSAL 1: ELECTION OF DIRECTORS	12
BOARD OF DIRECTORS AND COMMITTEES	17
COMMITTEES OF THE BOARD	17
DIRECTOR COMPENSATION	20
AUDIT COMMITTEE REPORT	21
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
COMMON STOCK OWNERSHIP OF OFFICERS, DIRECTORS AND SIGNIFICANT SHAREHOLDERS	23
PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	25
COMPENSATION COMMITTEE REPORT	26
EQUITY COMPENSATION PLAN INFORMATION	42
OTHER MATTERS	43
ANNUAL REPORT	43
SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING	43
EXPENSES OF SOLICITATION	44
APPENDIX - GENERAL INFORMATION ABOUT THE MEETING AND VOTING	45
ADMISSION TO THE 2023 ANNUAL MEETING	50

TopBuild Corp. - Proxy Statement 1

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TopBuild Corp.

475 North Williamson Boulevard

Daytona Beach, Florida 32114-7101

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of TopBuild Corp.:

The 2023 Annual Meeting of Shareholders of TopBuild Corp. will be held virtually on May 1, 2023, at 10:00 AM Eastern Time, for the following purposes:

(a)	To elect each of Alec C. Covington, Ernesto Bautista III, Robert M. Buck, Joseph S. Cantie, Tina M. Donikowski, Deirdre C. Drake, Mark A. Petrarca and Nancy M. Taylor as Directors of the Company for a term of one year or until their respective successors have been duly elected and qualified;

(b)	To ratify the appointment by the Audit Committee of our Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023;

(c)	To approve, on an advisory basis, the compensation of our named executive officers; and

(d)	To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.

Only shareholders of record at the close of business on March 2, 2023 may vote at the meeting.

On or about March 17, 2023, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record as of March 2, 2023, and posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials electronically or by mail.

Your vote is very important. As a shareholder, you may vote your shares (1) at the Annual Meeting, (2) by telephone, (3) through the Internet in advance, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone or through the Internet (including voting deadlines) are included in the Notice and in the proxy card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice, in the section titled “GENERAL INFORMATION ABOUT THE MEETING AND VOTING” of this Proxy Statement, or on the enclosed proxy card.


	By order of the Board of Directors.

	Luis F. Machado Vice President, General Counsel and Corporate Secretary
Note: The Board of Directors solicits votes by use of the Company's telephone or internet voting procedures or, if you requested to receive printed proxy materials, the execution and prompt return of the accompanying proxy card in the enclosed return envelope.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider before voting your shares, and you should read this entire Proxy Statement carefully before voting. Page references are supplied to help you find additional information in this Proxy Statement.

Annual Meeting of Shareholders

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Date and Time: Monday, May 1, 2023, at 10:00 AM Eastern Time

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Location: virtually at www.virtualshareholdermeeting.com/BLD2023

Who May Vote

You may vote if you were a shareholder of record at the close of business on the record date, March 2, 2023.

We began mailing a Notice of Availability of Proxy Materials on or about March 17, 2023, to those persons who are entitled to vote at the Annual Meeting.

How to Cast Your Vote

You can vote by any of the following methods:

Internet (www.proxyvote.com) until 11:59 PM Eastern Time on April 30, 2023;

Telephone (1-800-690-6903) until 11:59 PM Eastern Time on April 30, 2023;

If you requested to receive printed proxy materials, by completing, signing, and returning your proxy by mail so that it is received no later than April 28, 2023; or

During the Annual Meeting: If you are a shareholder of record, the control number on your proxy card will serve as proof of ownership. If you hold your shares through a broker, nominee or other intermediary, you must present proof of ownership to attend the meeting and must obtain a legal proxy from the broker, nominee or other intermediary that holds your shares giving you the right to vote the shares during the Annual Meeting.

Voting Matters

We are asking you to vote on the following proposals at the Annual Meeting:


Proposal	Board Recommendation	Page
Election of Directors	FOR each Director Nominee	12
Ratification of Auditor Appointment	FOR	22
Advisory Vote on Executive Compensation	FOR	25

Board Nominees (page 12)

The Board has nominated each of Alec C. Covington, Ernesto Bautista III, Robert M. Buck, Joseph S. Cantie, Tina M. Donikowski, Deirdre C. Drake, Mark A. Petrarca, and Nancy M. Taylor as Directors, to hold office for a term of one year or until their respective successors have been duly elected and qualified.

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The following table provides summary information about each director nominee:

Name

Age

Director
Since

Occupation

Independent

Committee
Memberships

Other Public Company
Boards

Alec C. Covington⁽¹⁾

2015

Managing Director, Haynes Park Capital, LLC

Yes

Audit

Compensation

Governance

—

Ernesto Bautista, III

2021

Chief Financial Officer of BJ Energy Solutions, LLC

Yes

Audit

Compensation

Governance

—

Robert M. Buck

2020

Chief Executive Officer of the Company

None

Core & Main, Inc.

Joseph S. Cantie

2015

Former Executive Vice President and Chief Financial Officer of TRW Automotive Holdings Corp.

Yes

Audit (Chair)

Compensation

Governance

Summit Materials, Inc.

Howmet Aerospace, Inc.

Tina M. Donikowski

2018

Former Vice President, Global Locomotive Business of General Electric

Yes

Audit

Compensation

Governance

CIRCOR International

Advanced Energy Industries, Inc.

Deirdre C. Drake

2023

Former Executive Vice President, Chief People Officer, and Head of Communications of U.S. Cellular Corporation

Yes

Audit

Compensation

Governance

U.S. Cellular Corporation

Mark A. Petrarca

2015

Senior Vice President of Human Resources and Public Affairs, A. O. Smith Corporation

Yes

Audit

Compensation

(Chair)

Governance

—

Nancy M. Taylor

2018

Former President and Chief Executive Officer of Tredegar Corporation

Yes

Audit

Compensation

Governance

(Chair)

LL Flooring Holdings, Inc.

(1) Mr. Covington serves as Board Chairperson.

Ratification of Auditor Appointment (page 22)

We are asking our shareholders to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2023. Below is summary information about fees billed to us by PwC for services provided in the years ended December 31, 2021 and 2022:


	Year Ended December 31, 2021 ($)	Year Ended December 31, 2022 ($)
Audit Fees	3,416,000	2,705,000
All Other Fees	153,988	80,255
TOTAL	3,569,988	2,785,255

Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers (page 25)

We are asking our shareholders to approve, on an advisory basis, the compensation of our named executive officers. We believe our compensation programs and practices are appropriate and effective in implementing our compensation philosophy, as they support achieving our goals with appropriate levels of risk and are aligned with shareholder interests, including:

●

long-term equity incentive awards with performance-based vesting;

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a balanced mix of long-term incentives including restricted stock unit awards to motivate long-term performance and reward executives for gains in the stock price;

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very limited perquisites;

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stock ownership requirements for senior officers; and

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annual incentive compensation bonuses tied directly to performance and capped at varying percentages of base salary, limiting excessive awards for short-term performance.

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Compensation Committee Report (page 26)

Our compensation programs are designed to attract, retain, and incentivize executive officers to focus on critical business objectives, to appropriately balance risks and rewards, and to effectively lead our business. The fundamental principles of our compensation programs are to reward executive officers based on Company performance, both the achievement of performance goals and the making of effective strategic decisions, and to align executive officers' interests with the long-term interests of our shareholders.

We believe that having a significant ownership interest in our Company via stock ownership is critical to aligning the interests of executive officers with those of our shareholders. Accordingly, equity awards in the form of restricted stock units with extended vesting periods, as well as awards that vest only upon the achievement of performance goals, are an important component of compensation for our executive officers. The value ultimately realized from equity awards depends on the long-term performance of our Company and our common stock.

At our Annual Meeting in 2022, approximately 98% of the votes cast were voted in favor of our say-on-pay proposal, suggesting that an overwhelming majority of our shareholders approve of our executive compensation programs and philosophy.

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PROXY STATEMENT

2023 Annual Meeting

The 2023 Annual Meeting of Shareholders of TopBuild Corp. (the “Annual Meeting”) will be held virtually at 10:00 AM Eastern Time on May 1, 2023 for the purposes set forth in the accompanying Notice of the 2023 Annual Meeting of Shareholders. This Proxy Statement is being furnished to our shareholders of record as of March 2, 2023 (the “Record Date”), in connection with the solicitation of proxies by the Board of Directors (the “Board”) for the Annual Meeting and at any adjournments or postponements of the Annual Meeting. We refer to TopBuild Corp. in this Proxy Statement as “we,” “us,” “our,” the “Company” or “TopBuild.”

About TopBuild

We are a leading installer and specialty distributor of insulation and related building material products to the construction industry in the United States and Canada. We operate in two segments: our Installation segment, which accounts for approximately 59% of our sales, and our Specialty Distribution segment, which accounts for approximately 41% of our sales. Our Installation segment installs insulation and other building products throughout the United States and, as of December 31, 2022, had approximately 230 branches nationwide. Our Specialty Distribution segment sells and distributes building and mechanical insulation, insulation accessories, and other building product materials and, as of December 31, 2022, had approximately 162 branches located across the United States and 17 branches in Canada.

We leverage our footprint to gain economies of scale while capitalizing on our local market presence to forge strong relationships with our customers.

Our principal executive office is located at 475 North Williamson Boulevard, Daytona Beach, Florida 32114-7101. Our telephone number is (386) 304-2200 and our website is www.topbuild.com. Our common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “BLD”. Our internet website and the information thereon or connected thereto is not incorporated into or made a part of this Proxy Statement.

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CORPORATE GOVERNANCE

Strong governance is a critical part of our corporate culture. The following is an overview of our governance practices:


Board of Directors		Board Alignment with Shareholders
· Annual election of directors · Separate Chair and CEO roles · Independent Board and Committee Chairs · Majority voting for uncontested director elections · All directors are expected to attend at least 75% of the board and committee meetings · All directors are expected to attend the Annual Meeting		· Annual equity grants align directors and executives with shareholders · Annual advisory approval of executive compensation · Stock ownership requirements for officers and directors · Prohibition on insider hedging of our equity securities
Board Composition		Board Committees
· All independent directors, other than Chief Executive Officer · Diverse Board · 3 current or former Chief Executive Officers · No related party transactions		· All members of the committees of the Board are independent directors · Each Board committee has a charter that establishes its roles and responsibilities · 5 financial experts on the Audit Committee
Board Processes		Compensation
· Independent directors meet regularly without management present · Annual Board and Committee self-assessments · Board selection and orientation program · Board plays active role in risk oversight · Corporate Governance Guidelines approved by Board		· A significant portion of executive compensation is tied to performance · Incentive plan clawback policy · Independent advisor hired by the Compensation Committee · ESG metric (safety incidents) included as part of incentive compensation
Shareholder Rights		Integrity and Compliance
· No supermajority voting requirement to amend certificate of incorporation or bylaws · Bylaw provisions governing proxy submissions permit shareholders meeting eligibility requirements to submit director candidates for election		· Code of Business Ethics for all directors, officers, and employees · Environmental, health and safety guidelines · Annual training on ethical behavior for managers and salaried employees

The Board has adopted Corporate Governance Guidelines (the “Guidelines”) that contain general principles regarding the responsibilities and function of our Board and Board Committees. The Guidelines set forth the Board's governance practices with respect to leadership structure, Board meetings, access to senior management, director compensation, director qualifications, Board performance, management evaluation and succession planning, and enterprise risk management. The Guidelines are available at: https://www.topbuild.com/esg/corporate-governance.

The Board has also adopted a Code of Business Ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, and other senior officers, in accordance with applicable rules and regulations of the SEC and the NYSE. Our Code of Business Ethics is available at: https://www.topbuild.com/esg/corporate-governance.

Board Leadership Structure

The Guidelines provide that the roles of Chairperson of the Board and Chief Executive Officer may be separate or combined. If our Chairperson of the Board does not qualify as independent, then the Board must select a lead independent director to coordinate with the Chairperson of the Board and chair executive sessions of the independent directors. The Board currently separates the roles of Chairperson of the Board and Chief Executive Officer. We believe that separation of the positions of Chairperson of the Board and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs, is more conducive to objective evaluation and oversight of management’s performance, increases management accountability, and improves the Board’s ability to monitor whether management’s actions are in the best interests of the Company and its shareholders.

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The Board's independent oversight function is further enhanced by the following:

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all three standing Committees are composed entirely of independent directors

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Directors have complete access to management

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the Board and its Committees may retain their own advisors

●

the full Board regularly evaluates the performance of our Chief Executive Officer against pre-determined goals

●

the Compensation Committee regularly evaluates the performance of our senior executive officers against pre-determined goals

Independent Sessions

The Board and each Committee regularly meet in independent session of only non-management directors, without Company personnel present, with the Chairperson of the Board or of the applicable Committee Chairperson presiding.

Annual Board and Committee Self-Assessments

Our Board and each Committee conduct an annual self-assessment designed to determine whether the Board and the Committees are functioning effectively and to discuss the potential to improve their effectiveness. The self-assessment enables directors to provide confidential feedback on a variety of topics including Board and committee structure and composition, culture, responsibility, and accountability of directors. A summary of the results is presented to the Board and each Committee, which consider ways to enhance effectiveness. While the formal Board and Committee self-evaluation is conducted on an annual basis, the directors share perspectives, feedback, and suggestions throughout the year.

Majority Vote Standard for Election of Directors; Director Resignation Policy

Our Amended and Restated Bylaws provide for director majority voting in uncontested elections, which are those elections in which the number of nominees for election is less than or equal to the number of directors to be elected. For election or reelection to the Board in an uncontested election, a director must receive more votes cast in favor of such director’s election than cast against such director’s election. Promptly following the annual meeting at which a person is elected as a director, such person must agree to deliver an irrevocable resignation effective upon such persons’ failure to receive the required vote for reelection at the next meeting at which such person would face reelection, and upon acceptance of such resignation by the Board. Any such resignation will be reviewed by the Governance Committee following the election at which the director failed to receive a majority of votes cast and, within 90 days, make a recommendation to the Board, at which time the independent members (other than the resigning member) of the Board will determine whether to accept, reject, or take other appropriate action with respect to the resignation. Absent a compelling reason for the director to remain on the Board, the Board shall accept such resignation.

Certain Relationships and Related Party Transactions

The Board has adopted a written related person transactions policy that requires the Board, or a designated committee thereof consisting solely of independent directors, to approve or ratify any transaction involving us in which any director, director nominee, executive officer, 5% beneficial owner of our common stock, or any of their immediate family members has a direct or indirect material interest. This policy covers financial transactions, arrangements or relationships or any series of similar transactions, arrangements, or relationships, including indebtedness and guarantees of indebtedness, as well as transactions involving employment and similar relationships. This policy excludes transactions determined by the Board or a committee of independent directors not to create or involve a material interest on the part of the related person, such as transactions involving the purchase or sale of products or services in the ordinary course of business and valued at $120,000 or less, transactions in which the related person's interest is derived solely from service as a director of another entity that is a party to the transaction, and transactions in which the related person's interest derives solely from his or her ownership (together with that of any other related persons) of less than 10% of the equity interests in another entity (other than a general partnership interest) which is a party to the transaction. The policy requires directors, director nominees, and executive officers to provide prompt written notice to the Corporate Secretary of any related person transaction so it can be reviewed by the Board or a designated committee thereof consisting solely of independent directors to determine whether the related person has a direct or indirect material interest. If the Board or a designated committee thereof consisting solely of disinterested, independent directors determines that a material interest exists, the Board or such committee will consider all relevant information to assess whether the transaction is in, or is not inconsistent with, the Company’s best interests and the best interests of our shareholders. The Board reviews this policy annually and makes changes as appropriate. In 2022, no related party transactions as defined under the policy occurred, and none were submitted, reviewed, or rejected.

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Compensation Committee Interlocks and Insider Participation

In 2022, each of our non-employee directors served on our Compensation Committee, and none of our executive officers or directors was a member of the board of directors of any other company where the relationship is a compensation committee interlock under Securities and Exchange Commission (“SEC”) rules.

Potential Director Candidates

The Governance Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board. We expect our Board to consist of individuals with appropriate skills and experiences to meet Board governance responsibilities and to contribute effectively to our Company. The Governance Committee seeks to ensure that the Board reflects a range of talents, skills, and expertise, particularly in the areas of accounting and finance, management, domestic markets, strategy, leadership, and diversity, each of which provide sound and prudent guidance with respect to our operations and interests.

The Governance Committee does not have a specific policy regarding consideration of director candidates recommended by shareholders but will consider director candidates recommended by shareholders using the same criteria as for other candidates. Shareholders may submit recommendations in accordance with the procedures for nominations and proposals for other business to be brought at the Annual Meeting set forth in this Proxy Statement.

Risk Management

While our management is responsible for the day-to-day management of risks to the Company, our Board has broad oversight responsibility for our risk management programs.

Our Board exercises risk management oversight and control both directly and indirectly, the latter through various Board committees. Our Board regularly reviews information regarding the Company's credit, liquidity, strategy, cybersecurity, and operations, including the risks associated with each. The Company has not experienced an information security breach in the last three years and monitors and maintains active security of its information technology systems. The Compensation Committee is responsible for overseeing the management of risks relating to the Company's compensation policies and practices. The Audit Committee is responsible for oversight of financial risks, including the steps the Company has taken to monitor and mitigate these risks. The Audit Committee is also responsible for oversight of the Code of Business Ethics with respect to executive officers and senior financial officers. The Governance Committee is responsible for oversight of risks related to corporate governance and risks associated with the independence of the Board and potential conflicts of interest. Each of the Board’s committees apprises the full Board of its activities relating to the foregoing, and the Company’s Chief Executive Officer reports to the Board regarding known risks to the Company’s business and strategy.

ESG Oversight

The Board and management of the Company recognize the importance of environmental, social, and governance (“ESG”) matters and of providing information to our shareholders and other stakeholders regarding our ongoing efforts and practices in these areas. With more than 13,000 employees in the United States and Canada, the health, safety, and well-being of every employee is a top priority. This extends to equity, diversity, and inclusion, creating a workplace where team members are valued, respected, and have opportunities for advancement. We also work together as a team to unlock the full potential of insulation to improve energy efficiency, reduce carbon footprint, and contribute to interior comfort and health.

The Board has retained oversight of the Company’s ESG practices rather than delegating oversight to a committee of the Board. In addition, each standing Committee has assumed ESG responsibilities under the Board’s oversight and Committee charters reflect such responsibilities.

The Company’s ESG committee, led by our senior director of ESG reporting to the Vice President, General Counsel and Secretary, is tasked with developing and implementing a Company-wide sustainable ESG program. The Chief Executive Officer, Chief Financial Officer, General Counsel, and Chief Human Resources Officer sit on the ESG committee, together with other Company leaders. The ESG committee meets regularly and provides detailed plans, updates, and progress reports to the Board for review. In turn, the Board provides feedback and direction on an ongoing basis.

We are committed to continuous improvement of our ESG and sustainability programs and initiatives and to periodically updating information and results. We encourage you to read our current annual ESG Report and to visit the ESG section of our website for updates and additional policies, information, and materials: www.topbuild.com/esg.

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Shareholder Engagement

We recognize that good corporate governance includes proactive communications with our shareholders so that we may better understand their priorities and determine how we can best respond to their needs while supporting our investment strategy. Key investors provide input throughout the year at sell-side sponsored industry conferences, on quarterly earnings conference calls, and during individual meetings and conference calls. In 2022, our CFO and investor relations team, either virtually or in-person, attended eleven sell-side industry conferences, hosted an investor day, and conducted individual investor meetings with over 160 separate institutions. While most discussions concern our operations, business performance, and long-term strategy, we also stress our firm commitment to managing and growing our business in a sustainable and socially responsible manner in line with our core values.

Culture of Ethics and Training

The Company is committed to the highest ethical standards in interactions with our employees, customers, suppliers, and the public.

For its employees and managers, the Company has established training programs on ethics and professional development:

●

Annual ethics training for all managers and salaried personnel, including training on our Code of Business Ethics with an acknowledgment by employees completing the training;

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Annual anti-bribery training for all managers and salaried personnel;

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Anti-harassment training for all managers and salaried employees, every other year (more frequently where mandated by state laws);

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Workplace violence training for managers and HR managers every other year;

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Performance management training on-demand for all managers and salaried personnel;

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Annual compensation training for managers;

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Progressive discipline and personal accountability training on-demand for all branch personnel; and

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On-demand LinkedIn learning available to all managers.

Accuracy of Public Disclosures

It is the Company’s policy that all public disclosures be accurate and complete, fairly present in all material respects the Company’s financial condition and results of operations, and be made on a timely basis as required by applicable laws and securities exchange requirements. A Disclosure Committee oversees this policy based on a Disclosure Committee Charter. The purpose of the Disclosure Committee is to ensure that the information required to be disclosed by the Company in the reports it files or submits to the SEC and other information the Company publicly discloses is recorded, processed, summarized, and reported accurately to senior management of the Company, as appropriate, to allow timely decisions regarding such disclosure.

Prohibition on Hedging and Other Speculative Transactions

We maintain a securities trading policy that applies to our directors, officers, employees, family members of the foregoing persons and trusts, corporations, and other entities controlled by any of the foregoing persons. Our securities trading policy prohibits them from engaging in any hedging transactions that are designed to hedge or offset any decrease in the market value of our equity securities. Prohibited hedging transactions include, without limitation, the use of variable forward contracts, equity swaps, collars, exchange funds, pledging or holding shares in margin accounts, short selling, or placing standing or limit orders with respect to Company stock. We believe this policy is important to help ensure that our officers, directors, and other personnel have the same objectives as our shareholders.

Corporate Governance Documents

Current copies of the following corporate governance documents are on our website at:

https://www.topbuild.com/esg/corporate-governance:

●Certificate of Incorporation;

●Amended and Restated Bylaws;

●Corporate Governance Guidelines;

●Audit Committee Charter;

●Compensation Committee Charter;

●Governance Committee Charter; and

●Code of Business Ethics.

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We will provide any of these documents in print to any shareholder upon written request to TopBuild Investor Relations, 475 North Williamson Boulevard, Daytona Beach, Florida 32114-7101.

Communications to the Board

Shareholders and other parties interested in communicating directly with the Board, an individual director, the non-management directors as a group, or a Board Committee should send such communications to the following address:

TopBuild Corp.
c/o Corporate Secretary
475 North Williamson Boulevard
Daytona Beach, Florida 32114-7101

The Corporate Secretary will receive and process all communications. The Corporate Secretary will forward all communications unless the Corporate Secretary determines that a communication is a business solicitation or advertisement, is a request for general information about the Company, or is improper or inappropriate.

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PROPOSAL 1: ELECTION OF DIRECTORS

Other than our Chief Executive Officer, who serves as a director, our Board of Directors consists entirely of independent directors, all of whom the Board has affirmatively determined satisfy both the Company’s and the NYSE director independence standards. The currently authorized number of directors is eight.

The Company’s Amended and Restated Certificate of Incorporation provides that all directors serve for a term of one year that expires at the following year’s annual meeting of shareholders. Unless otherwise instructed, the shares represented by validly submitted proxy cards will be voted “FOR” the election of the below listed nominees to serve as directors of the Company.

Management has no reason to believe that the below listed director nominees will not be candidates or will be unable to serve as Directors. However, in the event that any of the below listed director nominees should become unable or unwilling to serve as Director(s), the proxy card will be voted for the election of such alternate person(s) as shall be designated by the Board. If any alternate person(s) is/are designated by the Board to serve as director nominee(s), the Company will publicly notify shareholders by press release and will promptly distribute to shareholders revised proxy materials (including a revised proxy card if you requested to receive printed proxy materials) that (i) identify each such substitute nominee, (ii) disclose whether such substitute nominee has consented to being named in the revised Proxy Statement and is willing to serve if elected, and (iii) include certain other disclosures required by applicable proxy rules and regulations with respect to each such substitute nominee. Under our Amended and Restated Certificate of Incorporation, vacancies on the Board shall, except as otherwise required by law, be filled solely by a majority of the directors then in office or by the sole remaining director, and each director so elected shall hold office for a term expiring at the next succeeding annual meeting of shareholders.

Below each director nominee’s biography, we have included an assessment of the skills and qualifications of such nominee.

Alec C. Covington

Director Since: 2015

Managing Director, Haynes Park Capital, LLC

Age: 66

Independent / Chairperson of the Board

Committees: Audit, Compensation, and Governance

Audit Committee Financial Expert

Experience:

Mr. Covington has served as Managing Director of Haynes Park Capital, LLC, a private investment and business consulting firm, since forming the company late in 2013. Mr. Covington served as the President and Chief Executive Officer of Nash-Finch Company, a food distribution company, from 2006 until the company merged with Spartan Stores, Inc. in 2013. From 2004 to 2006, he served as both President and Chief Executive Officer of Tree of Life, Inc., a specialty food distributor, and as a member of the Executive Board of Tree of Life’s parent corporation, Royal Wessanen NV, a corporation based in the Netherlands. From 2001 to 2004, Mr. Covington was Chief Executive Officer of AmeriCold Logistics, LLC, a company that specializes in temperature-controlled warehousing and logistics for the food industry. Prior to that time, Mr. Covington was the President of Richfood Inc. and Executive Vice President of Supervalu Inc.

Skills and Qualifications:

Mr. Covington has a strong background in distribution, supply chain operations, and logistics. His significant leadership, executive management experience, and expertise in the areas of management, operations, and business development provide us with a broad-based understanding of areas important to our growth and operations.

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Ernesto Bautista, III

Director Since: 2021

Age: 51

Chief Financial Officer, BJ Energy Solutions LLC

Independent

Committees: Audit, Compensation, and Governance

Audit Committee Financial Expert

Experience:

Mr. Bautista is Chief Financial Officer of BJ Energy Solutions LLC an oil and gas service company. Prior to joining BJ Energy Solutions LLC in 2021, Bautista served as Vice President, Chief Financial Officer and Treasurer of CARBO Ceramics Inc. (NYSE:CRR) from 2009 to 2020. In addition, Mr. Bautista served in several senior management roles at W-H Energy Services, Inc. (NYSE:WHQ), ultimately serving as Vice President and Chief Financial Officer prior to the Company’s sale to Smith International Inc.

Skills and Qualifications:

Mr. Bautista has significant experience leading financial and treasury organizations in cyclical industries. His background and expertise provide a deep understanding of finance, financial planning, cash management, strategy, and operations.

Robert M. Buck

Director Since: 2021

President and Chief Executive Officer

Age: 53

Committees: None

Experience:

Mr. Buck assumed the position of Chief Executive Officer on January 1, 2021 after serving as President and Chief Operating Officer since the Company’s spin-off from Masco Corporation in June 2015. At Masco, Mr. Buck served as Group Vice President where he was responsible for the Installation and Other Services Segment consisting of both Masco Contractor Services and Service Partners, LLC. Mr. Buck began his career with Masco in 1997 at Liberty Hardware where he spent eight years in several operations leadership roles and worked extensively in international operations. He became Executive Vice President in 2005 and helped lead the merger of another Masco company with Liberty Hardware before being promoted to the office of President in 2007. Mr. Buck is a director of Core & Main, Inc. (NYSE: CNM), a leading specialty distributor of water, wastewater, storm drainage, fire protection products and related services.

Skills and Qualifications:

Mr. Buck’s leadership positions with Masco, Masco’s subsidiaries and TopBuild give him company-specific knowledge in all areas important to TopBuild’s performance including, among others, key markets, personnel, customer and supplier relationships, operations, marketing, finance, and risk management.

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Joseph S. Cantie

Director Since: 2015

Former Chief Financial Officer, TRW Automotive Holdings Corp.

Age: 59

Independent

Committees: Audit (Chair), Compensation, and Governance

Audit Committee Financial Expert

Experience:

Mr. Cantie is the former Executive Vice President and Chief Financial Officer of TRW Automotive Holdings Corp., a diversified global supplier of automotive systems, modules, and components, a position he held from February 2003 until January 2016. From 2001 to 2003, Mr. Cantie was Vice President, Finance for the automotive business of TRW, Inc., a global aerospace, systems and automotive conglomerate. Mr. Cantie served as TRW Inc.’s Vice President, Investor Relations from 1999 until 2001. From 1996 to 1999, Mr. Cantie was employed by LucasVarity plc, serving in several executive positions, including Vice President and Controller. Prior to joining LucasVarity, Mr. Cantie was employed as a certified public accountant with the international accounting firm of KPMG. Mr. Cantie is a director of Summit Materials, Inc. (NYSE: SUM), a vertically integrated construction materials company, and Howmet Aerospace, Inc. (NYSE: HWM), a provider of advanced engineered solutions for the aerospace and transportation industries.

Skills and Qualifications:

Mr. Cantie has significant experience leading the finance organization of a large company. His financial background and expertise provide us with a deep understanding of finance, financial operations, capital markets, and investor relations, and his operations and transactions experience provide expertise in mergers and acquisitions as well as in strategy, operations, and integration.

Tina M. Donikowski

Director Since: 2018

Former Vice President, Global Locomotive Business of General Electric

Age: 63

Independent

Committees: Audit, Compensation, and Governance

Audit Committee Financial Expert

Experience and Qualifications:

Ms. Donikowski retired from General Electric in 2015 after serving for 38 years in a variety of leadership positions. The most recent were Vice President, Global Locomotive Business of General Electric and Vice President, Propulsion Business of General Electric. Ms. Donikowski currently serves on the Board of Directors of CIRCOR International (NYSE: CIR), Advanced Energy Industries, Inc. (NASDAQ: AEIS), and ERIEZ Magnetics, a private company, as well as on the Board of Trustees of both Gannon University and The Boys & Girls Club of Erie, Pennsylvania. Ms. Donikowski holds a Bachelor of Science degree in Industrial Engineering and an Honorary Doctorate from Gannon University.

Skills and Qualifications:

Ms. Donikowski brings with her considerable executive leadership experience derived from her 38-year tenure with General Electric, together with her experience serving as a director of both U.S. and foreign publicly traded companies.

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Deirdre C. Drake

Director Since: 2023

Former Executive Vice President, Chief People Officer, Head of Corporate Communications, and Corporate Director of U.S. Cellular Corporation

Age: 57

Independent

Committees: Audit, Compensation, and Governance

Experience:

Ms. Drake retired from U.S. Cellular Corporation, a wireless telecommunications services provider, in 2022 after a 33-year career in human resources. Ms. Drake joined U.S. Cellular Corporation in 2014 as Senior Vice President and Chief Human Resources Officer. She was promoted to Executive Vice President in 2018 and, in 2020, assumed the role of Executive Vice President, Chief People Officer and Head of Communications. From 2006 to 2014, Ms. Drake served as Chief Human Resources Officer for The Bank of Montreal Financial Group in the BMO Harris Bank and BMO Capital Markets Divisions. From 1995 to 2006, Ms. Drake held a number of senior management roles with ARAMARK Corporation. Ms. Drake serves on the Board of Directors of U.S. Cellular Corporation (NYSE: USM).

Skills and Qualifications:

Ms. Drake has substantial expertise in human resources, talent management and communications oversight. Her significant experience in a service-based organization provides valuable insights into the management of human capital, as well as successful integration focused on growth. Ms. Drake was nominated for election and appointed to the Board of Directors following a search led by the Governance Committee and conducted by a nationally recognized executive search firm.

Mark A. Petrarca

Director Since: 2015

Senior Vice President of Human Resources and Public Affairs, A. O. Smith Corporation

Age: 59

Independent

Committees: Audit, Compensation (Chair), and Governance

Experience:

Mr. Petrarca has served as the Senior Vice President of Human Resources and Public Affairs of A. O. Smith Corporation, a global manufacturer of residential and commercial water heating and water treatment equipment, since 2005. In this role, he is responsible for all human resource activities, including policy and strategy development, performance management, employee relations, compensation and benefits, and organizational development and succession planning, as well as public affairs and communications. Mr. Petrarca joined A. O. Smith Corporation in 1999, serving as Vice President-Human Resources for its Water Products Company until 2005. Mr. Petrarca was previously employed as Director of Human Resources for Strike Weapon Systems, a division of Raytheon Systems Company, and in various manufacturing and human resources positions at the Defense Systems and Electronics Group of Texas Instruments.

Skills and Qualifications:

Mr. Petrarca brings strong expertise in domestic and international human resources and insight into employee relations issues, public affairs, communications, and executive compensation. He provides us with valuable experience in policy and strategy development, performance management, organizational development, succession planning, executive compensation, and mergers and acquisitions. He also has a deep understanding of the building products industry.

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Nancy M. Taylor

Director Since: 2018

Age: 63

Former President and Chief Executive Officer of Tredegar Corporation

Independent

Committees: Audit, Compensation, and Governance (Chair)

Audit Committee Financial Expert

Experience:

Ms. Taylor served as the President and Chief Executive Officer of Tredegar Corporation, a global manufacturing company, from 2010 until 2015. During her 24-year career with Tredegar, Ms. Taylor held a variety of leadership positions, including President of Tredegar Film Products, Senior Vice President, Strategy, and General Counsel. Ms. Taylor currently serves as Chair of the Board of LL Flooring Holdings, Inc. (NYSE:LL) and is on the Board of the Boys & Girls Club of Metro Richmond (Virginia).

Skills and Qualifications:

Ms. Taylor has significant executive and board leadership experience, deep corporate governance knowledge and a strong background in the commercial construction market. She also has significant experience in operations, mergers and acquisitions, strategic planning, and risk management.

The Board recommends that you vote “FOR” the election of each of the director nominees.

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Board Demographics as of January 1, 2023

BOARD OF DIRECTORS AND COMMITTEES

Board Meetings and Committees

Our business is managed under the direction of the Board. The Board has established three standing committees: Audit, Governance, and Compensation. The membership and function of each Committee is described herein.

In 2022, the Board held five regularly scheduled meetings, met telephonically twice, and acted by unanimous written consent three times. Our Audit Committee met four times, our Governance Committee met six times, and our Compensation Committee met five times. Each of our incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which such director served. Directors are expected to attend the Annual Meeting. All of the Directors then serving on the Board attended the 2022 virtual Annual Meeting of shareholders.

COMMITTEES OF THE BOARD

Each Committee has a written charter that sets forth in detail the duties and responsibilities of the Committee. Current Committee charters are available on our website at: https://www.topbuild.com/esg/corporate-governance.

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SEC Form DEF 14A filed by TopBuild Corp.