2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT IBP INSTALLED BUILDING PRODUCTS

		To Our Stockholders   Installed Building Products, Inc. (“IBP” or the “Company”) achieved yet another record year of financial results. The Company focused on supporting its residential and commercial customers during a challenging period of rapidly rising inflation and interest rates. We ensured our pricing aligned with the value the Company offers its customers, especially difficult during a period of elevated backlog in residential housing. Our record results generated substantial operating cash flow. IBP returned a record amount of cash to shareholders through its dividend

and share repurchase programs. As a support system for growth, IBP’s leadership team and Board of Directors practices strong corporate governance and prioritizes our commitment to the betterment of our employees and the communities in which they live.

ACQUISITIONS CONTINUED, OUR DIVIDEND GREW, MARKET VOLATILITY ACCELERATED BUYBACKS

Expanding through acquisition remains the top priority for IBP. We invested $114 million to acquire eight businesses with annual revenue of approximately $109 million in 2022. IBP experienced a unique opportunity to repurchase its shares at attractive levels given the stock market volatility throughout the year. Combining $138 million in share repurchases with $63 million paid in dividends, IBP returned $200 million in capital to shareholders in 2022. This result is a testament to the success of IBP’s asset-light business model, its ability to generate substantial cash flow, and its disciplined approach toward a growth-oriented capital allocation strategy.

In February 2023, IBP’s Board declared a quarterly cash dividend of $0.33 per share, representing a 5% increase to its previous regular quarterly dividend. Additionally, the Board declared a 2023 annual variable dividend of $0.90 per share, in-line with the previous year.

ENVIRONMENTAL STEWARDSHIP

In August 2022, IBP published its second annual Environment, Social, and Governance (“ESG”) report. The report details the Company’s dedication to its ESG policies and emphasizes IBP’s positive impact on the environment, its employees, and its communities by promoting a more sustainable and equitable future.

IBP’s core insulation installation service is one of the best ways to prevent energy waste in most homes and commercial structures. We are in the business of energy efficiency solutions. IBP’s support of greenhouse gas reducing initiatives is also evidenced by its 2022 investment in Energi.ai, a technology company that uses artificial intelligence for sustainability solutions.

PROVIDING EMPLOYEES WITH A SAFE ENVIRONMENT, RESOURCES AND OPPORTUNITIES

As outlined in our latest ESG report, IBP’s aim is for its workplace culture to embody the ideals espoused by the United Nations Guiding Principles on Business and Human Rights and Universal Declaration on Human Rights. IBP offers robust health and safety programs, emotional wellbeing coaching programs, financial literacy and assistance programs. IBP is committed to building an equitable and inclusive workplace with the opportunity for advancement for everyone.

Lead With Safety has been a cornerstone program at IBP and has contributed to a safer work environment for our employees. The tracking and reporting of safety information has been a key factor in minimizing the occurrences of severe injuries and fatalities. Again in 2022, there were no work site fatalities and the incident rate of severe injuries improved approximately 27% from 2021, to less than 0.1 per 100 full time employees. While safety will always be the most important aspect of our culture, our commitment to our employees goes well beyond their physical safety. Since its inception in March 2019, the Installed Building Products Impact initiatives have committed $2.4 million in scholarships to benefit 230 employees and family members in their educational endeavors. We have also given over $280,000 in grants to help employees overcome difficult financial situations. IBP has empowered others, through our financial wellness program, to independently reach financial goals. Additionally, through both our foundation and other corporate giving programs, we have awarded $5 million in grants to support nonprofits focused on housing, education, and strengthening our communities.

DIVERSE BOARD ADDS ANOTHER EXPERIENCED MEMBER

In July 2022, IBP’s board increased to nine members with the appointment of Robert H. Schottenstein as an independent director. As the CEO of one of the country’s leading publicly traded homebuilders, he brings a strong understanding of IBP and a wealth of residential construction and corporate management experience to our Board. Bob also served on IBP’s Board from April 2014 to March 2020.

The skills of our nine-member Board range from extensive knowledge of the insulation industry, manufacturing, technology, and building materials to law, finance, nonprofits, and more. We are proud to have built a diverse Board with 44% of members representing gender, racial, ethnic, or orientation diversity. IBP’s Board is highly engaged and committed to responsible oversight.

ENHANCING OUR DIVERSITY, EQUITY, AND INCLUSION (“DEI”) EFFORTS

With oversight from the Compensation and Human Capital Committee of our Board of Directors, leadership is held accountable with the goal of continually moving IBP toward greater diversity. Our DEI initiatives include management training programs, promoting relationships with minority and women owned vendors and suppliers, building relationships with students attending Historically Black Colleges and Universities to build a diverse hiring pipeline, understanding diversity needs and perceptions throughout the Company, and offering a language training program to remove communication hurdles across our organization.

WE APPRECIATE YOUR SUPPORT AND FEEDBACK

It is our stockholders, management, Board members, branch employees, and support group members working together that enables IBP to achieve great results. We are encouraged by our past success but continue to strive for improvement. IBP is a company that both values and is committed to strong corporate governance and corporate responsibility. We thank you for your continued support, trust, and investment in Installed Building Products.

We encourage you to read the accompanying Proxy Statement carefully and attend our Virtual Annual Meeting on May 25, 2023. Please vote your shares as soon as possible, whether or not you are planning to attend the Annual Meeting. You may vote by telephone or Internet, or by signing, dating and returning the proxy card in the prepaid envelope provided if you requested printed proxy materials.

Margot L. Carter

Presiding Independent Director

TABLE OF CONTENTS

PROXY SUMMARY

This Proxy Summary provides an overview of our business and highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.

Proposals

Business Overview

We also operate a small manufacturing operation located in Bucyrus, Ohio, which produces cellulose insulation with an 85% recycled wastepaper content and other specialty industrial fibers.

Our Growth Strategy

We are continually focused on expanding our geographic footprint, diversifying our products and services and expanding our mix of end markets. Our growth strategy includes acquisition of residential and commercial installers in new markets, acquisitions of businesses offering complementary products, introduction of new product offerings in existing markets, pursuit of new product categories in commercial markets, and leveraging our multi-family sales growth in existing branches.

Revenue from insulation services represented approximately 66% of total revenues in 2018 compared to 61% in 2022, demonstrating our continued success in revenue growth from diversified products. We have decreased our residential new construction end market exposure approximately 3%, from 77% in 2018 compared to 74% in 2022. We have added 55 new branch locations since 2018.

Net revenue for manufacturing operations are included in the “Other” category.

Our Capital Allocation Strategy

Our primary use of capital is acquisitions, which typically contribute to profitability in the first year and assist in achieving product diversification. Our asset-light model generates substantial operating cash flow, which supports acquisition growth.

In 2022, we returned $200.3 million of cash to stockholders, including quarterly and variable dividends of $62.7 million and stock repurchases totaling $137.6 million.

Our Acquisition Strategy

In the 1990s, we began an acquisition strategy with the goal of creating a national platform and have since grown, by our estimate, to become one of the nation’s largest installers of insulation in the residential new construction market. Since 1999, we have successfully completed and integrated over 180 acquisitions. In 2022, we successfully acquired and integrated eight businesses representing approximately $109 million in annual revenues.

2022 Financial Highlights

Our record 2022 financial and operating results reflect the continued success of our key business strategies outlined above. Our 2022 results produced record operating cash flow, which supported our acquisition strategy and capital allocation strategy.

See “Additional Information – Use of Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

Corporate Responsibility

Our Board of Directors and management team recognize the importance of our environmental and social responsibilities and their impact on our stockholders, our customers, our employees and our communities. Good corporate citizenship is important to us and we are committed to promoting a culture of doing what is right and investing in the communities where we live and work. We integrate corporate responsibility every day through making buildings energy efficient, providing for the health, safety and welfare of our employees, advocating volunteerism and empowering philanthropy.

Board of Directors Diversity and Skills

Our Board is expected to represent a broad diversity of geographic, age, gender, racial and ethnic backgrounds and experience. Our goal is to ensure that the Board is comprised of individuals whose backgrounds, skills and expertise, when taken together, provide the Board with the range of skills and expertise necessary to oversee the Company’s strategy, operations and management. The graphics below include all director nominees and continuing directors.

		Age		Gender		Race, Ethnicity, Orientation
		64 Average Age		33% Women		33% Diverse

2022 Executive Compensation at a Glance

Key Compensation Practices for Executives

PROPOSAL 1 – ELECTION OF DIRECTORS

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated and is submitting to a vote of our stockholders a proposal to elect Michael T. Miller, Marchelle E. Moore and Robert H. Schottenstein as Class I directors to serve for three-year terms. Each nominee’s term runs until the 2026 Annual Meeting of Stockholders.

In considering each nominee, the Nominating and Corporate Governance Committee and the Board evaluated the background, experience, qualifications, attributes and skills of each nominee, as well as the years of experience current directors have had working together on the Board and the knowledge of the Company they have developed as a result of such service. The Nominating and Corporate Governance Committee and the Board also considered Board refreshment and each current director’s contributions to the Board and role in the operation of the Board as a whole. See “Information Regarding the Director Nominees and Directors Continuing in Office,” and “Director Qualification and Board Diversity.”

Director nominees are expected to demonstrate leadership and to possess outstanding integrity, values and judgment. The Nominating and Corporate Governance Committee and the Board have determined that each of our nominees possesses the skills, experience and perspectives, collectively with other directors, to comprise a well-rounded, highly effective Board of Directors, and have determined that the nominees add to the overall diversity of the Board by bringing a wide range of experiences.

Messrs. Miller and Schottenstein currently serve on the Board. Ms. Moore is a new director nominee. Vikas Verma, a current director serving in this class, is retiring from the Board at the end of his current term and is not standing for re-election. The Board would like to acknowledge Mr. Verma’s service on the Board.

Each nominee has accepted the nomination and has agreed to serve if elected. If a nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the persons named as proxies will use their discretion to vote for the election of the remaining nominees and for the election of any substitute nominee nominated and recommended by the Board. Alternatively, the Board may reduce the number of directors constituting the full Board.

Overview of the Board of Directors

Our directors are divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III, with one class of directors elected annually for a three-year term. Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. Only one class of directors is elected at each annual meeting of stockholders, with the other classes of directors continuing to serve for the remainder of their respective terms.

Our Bylaws provide that the number of directors constituting the Board is fixed from time to time by a majority vote of the directors then in office. No decrease in the authorized number of directors will result in the removal of an incumbent director until that director’s term of office expires. Vacancies may be filled by the Board. Our Board of Directors has fixed the number of directors at nine.

Our directors are classified into the following three classes:

Director Qualifications and Board Diversity

Our Nominating and Corporate Governance Committee is responsible for annually reviewing the composition of the Board and assessing the appropriate skills and characteristics of our directors with a view toward ensuring that the Board is comprised of

individuals whose particular backgrounds, skills, expertise and tenure, when taken together, provide the Board with the right mix of skills and expertise to oversee the Company’s strategy, culture and risks.

In evaluating the suitability of candidates for director positions, the Nominating and Corporate Governance Committee considers whether there are evolving needs on the Board that may require expertise in a particular field. The entirety of each candidate’s credentials is evaluated, with no specific eligibility requirements or minimum qualifications. The Nominating and Corporate Governance Committee considers numerous factors, including those set forth in the skills matrix below. The skills matrix helps the Nominating and Corporate Governance Committee determine whether a candidate or a Board member possesses one or more of the skill sets and attributes set forth in the matrix that may qualify him or her for service on the Board or a particular committee. Each of our nominees and continuing directors possess valuable skills and qualifications that are not reflected in the matrix.

The Nominating and Corporate Governance Committee also considers whether a director meets applicable criteria for independence and whether the individual will enhance the diversity of views and experiences available to the Board in its deliberations. If the nominee is a current director, the Nominating and Corporate Governance Committee takes into account the director’s individual contributions to the Board, the director’s ability to work collaboratively and the effectiveness of the Board as

a whole. No specific weight is assigned to any particular factor and, depending on the current needs of the Board, some factors may weigh more or less heavily.

In addition to skills and expertise, the Nominating and Corporate Governance Committee also seeks age, gender and racial and ethnic diversity among members of the Board. While the Nominating and Corporate Governance Committee and the Board do not have a written diversity policy, the Board, as a group, is expected to represent a broad diversity of backgrounds and experience. The Nominating and Corporate Governance Committee and the Board believe that considering diversity is consistent with creating a Board that best serves the Company, its stockholders and its employees and their communities, and is one of the many factors taken into account when considering Board membership. The Nominating and Corporate Governance Committee believes that our director nominees exhibit commitment to long-term value creation for our stockholders, personal and professional ethics, sound business judgment, strategic vision, leadership experience and an appreciation of different perspectives. The graphics below include all director nominees and continuing directors.

Director Skills, Experience and Background

The following biographical information regarding each director nominee and director continuing in office is as of April 13, 2023. In addition to age and tenure as a director, it includes information about each individual’s principal occupation, professional experience, educational background and certain other experience, attributes, qualifications and skills.

Required Vote and Recommendation of the Board

The affirmative vote of a majority of the total votes cast at the Annual Meeting is required to approve the election of each nominee as a director, which means that the number of shares voted “FOR” a nominee must exceed the number of votes cast “AGAINST” the nominee. “ABSTAIN” votes and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST.”

Our Amended and Restated Bylaws provide that any incumbent director who fails to receive a majority of votes cast in an uncontested election is required to promptly tender his or her resignation to the Board, which will become effective only upon its acceptance by the Board. The Nominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation, and the Board will act upon such resignation and publicly disclose its decision within 90 days from the date of the certification of the election results.

Unless otherwise instructed, the persons named as proxies will vote “FOR” each nominee.

CORPORATE GOVERNANCE

Board Structure and Responsibilities

Our business strategy, operations and management are overseen by our Board of Directors. Management is responsible for the day-to-day management of the Company’s operations and risk exposure, with the Board providing oversight and independent business judgment on the issues most important to the Company. The Board’s responsibilities include oversight of:

The Board and management regularly confer on emerging industry and macroeconomic trends, the Company’s long-term strategic plans, the status of key strategic initiatives and the primary risks relating to our business. The Board also annually discusses and approves our budget and capital allocation plans, which are linked to our strategic plans and priorities.

Our corporate governance practices continue to evolve in response to changing regulatory requirements and best practices. The experience of our Directors on other public company boards helps to provide insight into developing governance practices. A summary of our governance practices and policies include the following:

Board Leadership Structure

Mr. Edwards serves as our President, Chief Executive Officer and Chairman. The Board regularly evaluates our governance structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman and Chief Executive Officer. This approach allows the Board flexibility to exercise its business judgment in determining the most appropriate leadership structure in light of the prevailing facts and circumstances, including the composition and tenure of the Board, the tenure of the Chief Executive Officer, the strength of the Company’s management team, the Company’s recent financial performance, the Company’s strategic plan and the industry environment, among other factors. The positions of Chairman and Chief Executive Officer have historically been combined at our Company.

We believe that a combined Chairman and Chief Executive Officer role helps provide strong and consistent leadership for our management team and Board of Directors. In reviewing our leadership structure, the Board has considered that Mr. Edwards:

Based on the demonstrated success of our structure, both in terms of the functioning of the Board and the growth and performance of the Company, and the continued benefits of retaining Mr. Edwards’ strategic perspective in the position of Chairman, the Board believes that having a combined position is the appropriate leadership structure for the Company at this time.

To support our leadership structure, we have established a Presiding Independent Director position. Our Presiding Independent Director is elected annually by the independent directors. Ms. Carter, a director since 2014, currently serves as our Presiding Independent Director. Ms. Carter works with management to determine information to be provided to the Board, provides input on agenda items for Board and committee meetings, chairs regular executive sessions of the independent directors and serves as a liaison between management and the Board, as well as among independent directors. She regularly attends the meetings of all Board committees. The Board further exercises independent oversight through executive meetings of the independent directors after every regular Board meeting without the presence of management.

The Board believes that having a combined Chief Executive Officer and Chairman position, together with a Presiding Independent Director and a Board comprised of two-thirds of independent directors, provides the best leadership structure for our Company at the present time. The Board recognizes that no leadership model is appropriate for all companies at all times, and will continue to evaluate our leadership structure to choose the appropriate structure that it believes is in the best interest of our stockholders.

Role of the Board in Risk Oversight

The Board is responsible for oversight of the Company’s identification, assessment, prioritization and monitoring of risks and the development of comprehensive policies and procedures to effectively mitigate risk and manage compliance. The Board fulfills its responsibility both directly and through its standing committees pursuant to their charters. See “Board Committees and Risk Oversight.” Risk assessment and oversight are an integral part of our corporate governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into both our overall corporate strategy and our day-to-day business operations.

It is management’s responsibility to identify material risks facing the Company, to evaluate and prioritize these risks, and to develop plans to monitor, manage and mitigate the risks. These risks may include strategic and business risk, financial risk, operational risk, legal and regulatory risk, cybersecurity risk and ESG risk. It is the Board’s responsibility to oversee our risk management processes and to ensure that management is taking appropriate action to manage material risks. The Board also

has responsibility for oversight of leadership succession for our most senior executives, including the Chief Executive Officer, and reviews short-term and long-term succession plans on an annual basis.

Management regularly discusses strategic and operational risks, including through regular meetings of the operations committee, SOX steering committee, information security committee and enterprise risk safety committee. In addition, our risk assessment practices, including auditing procedures, internal controls over financial reporting, whistleblower program and other compliance policies and programs, are designed to help inform management about our material risks. Throughout the year, management reviews these risks with the Board and its committees as part of presentations that focus on particular business functions, operations or strategies. At quarterly meetings, management advises the Board concerning major risk exposure and the steps taken to monitor, mitigate or eliminate material risks.

Cybersecurity Risk Management Oversight

We recognize the need to continually assess cybersecurity risk in the face of a rapidly changing environment. Pursuant to its charter, the Audit Committee has responsibility for oversight of the Company’s cybersecurity risk management program. Our Director of Internal Audit and our Chief Information Officer report to the Audit Committee at each quarterly meeting, and more frequently if necessary. Quarterly presentations include reports of cybersecurity incidents and assessments of cybersecurity controls, processes and systems used to identify, prevent, detect, respond and recover from cybersecurity incidents. Mr. Hilsheimer, the chair of our Audit Committee, has earned a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors, which aids the Audit Committee’s understanding of the cybersecurity threat landscape and assists the Audit Committee in overseeing an effective risk management program.

We have established policies and procedures designed to identify and protect against misappropriation, infiltration and corruption of our information technology systems and data, based upon aspects of the Center for Internet Security framework. Our information security committee is responsible for developing and monitoring our cybersecurity risk management program. The committee, which is co-chaired by our Director of Internal Audit and our Chief Information Officer and which includes members of our executive team, identifies and evaluates cybersecurity risks and works to ensure that appropriate controls, protections and training are designed and implemented. A third-party information technology firm conducts periodic audits and recommends changes or upgrades to our system. We perform simulations and tabletop exercises, incorporating external resources as needed, and conduct regular cybersecurity awareness training and testing.

We follow an internal Incident Response, Reporting and Management Policy that provides a documented framework for awareness and mitigation of potential information security incidents. We have experienced no material information security breaches in the last three years, and have not incurred significant expenses in connection with addressing information security breaches, nor have we incurred any penalties or settlements related to a breach. We carry cybersecurity insurance to help mitigate any financial exposure and notification costs.

ESG Oversight

Oversight of Company ESG programs and initiatives is performed both broadly by the Board and on a more granular level by the Board committees. Pursuant to its charter, the Nominating and Corporate Governance Committee is responsible for the oversight of our ESG programs, except to the extent reserved to the full Board or another Board committee. The Nominating and Corporate Governance Committee directly oversees the Company’s corporate governance, environmental and sustainability practices. The Compensation and Human Capital Committee oversees our Foundation activities and human capital practices, including DEI, talent development initiatives, employee retention and employee compensation practices. As described in more detail in “Board Committee Oversight,” each Committee receives quarterly reports on the areas within its oversight function and reports on each of these areas to the Board at each quarterly Board meeting. The Board also directly receives periodic sustainability, cybersecurity, DEI and Foundation reports from Company team leaders at its regular meetings. See also “Corporate Responsibility” below.

Board Committee Oversight

The Board currently has three standing committees: Audit, Compensation and Human Capital, and Nominating and Corporate Governance. The Board has delegated certain risk management oversight to its committees in their areas of responsibility. The Board is kept informed of each committee’s risk oversight activities through reports to the Board presented at every regular Board meeting. The risk oversight functions described below do not represent a complete list of all enterprise risks and Company practices that are considered and addressed from time to time by the Board and its committees.

Audit Committee
Chair: Lawrence A. Hilsheimer   Other Members:   Margot L. Carter Michael H. Thomas				The Audit Committee oversees our financial statement integrity and the quality and integrity of our accounting and financial reporting processes. Its responsibilities include:   ∎  selecting our independent registered public accounting firm and evaluating the firm’s qualifications, independence and performance;   ∎  overseeing the adequacy and effectiveness of our accounting and financial reporting processes, internal controls over financial reporting and financial statement audits, which includes reporting by internal and external auditors at every regular meeting;   ∎  overseeing operational and strategic risks related to the Company’s financial affairs and strategies for managing financial exposure;   ∎  overseeing complaints on accounting, internal accounting controls and auditing matters;   ∎  overseeing ethics, investment, derivatives and related-party transaction policies; and   ∎  overseeing cybersecurity and information technology risks, controls and procedures, including privacy and network security and risks affecting adequacy of internal controls, which includes reporting on cybersecurity at every meeting.
Meetings in 2022: 4   ✓  All members are independent under the Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules and are “financially literate” under NYSE rules   ✓ Mr. Hilsheimer is an “audit committee financial expert” under SEC rules

Compensation and Human Capital Committee
Chair: Janet E. Jackson   Other Members:   David R. Meuse Michael H. Thomas				The Compensation and Human Capital Committee oversees the design and administration of our compensation plans, policies and programs, including our performance-based compensation programs for executive management and human capital management. Its responsibilities include:   ∎  determining the compensation and benefits of our executive officers;   ∎  approving annual incentive metrics and compensation targets of our executive officers and evaluating achievement of the targets;   ∎  administering our Omnibus Incentive Plan;   ∎  annual review of compliance with stock ownership policies;   ∎  overseeing potential risks related to the design and administration of our compensation plans in order to promote appropriate incentives that do not encourage executive officers or employees to take unnecessary or excessive risk;   ∎  evaluating and recommending non-employee director compensation;   ∎  overseeing human capital management, including DEI, talent development initiatives, employee retention and employee compensation practices; and   ∎  overseeing the activities of the Company’s Foundation.
Meetings in 2022: 5   ✓  All members are independent under NYSE rules; and “non-employee directors” under SEC rules

Compensation and Human Capital Committee Interlocks and Insider Participation

Nominating and Corporate Governance Committee
Chair: Margot L. Carter   Other Members:   Lawrence A. Hilsheimer Janet E. Jackson				The Nominating and Corporate Governance Committee oversees our corporate governance practices and processes and environmental and sustainability initiatives. Its responsibilities include:   ∎  reviewing and establishing criteria for director candidates to ensure Board expertise and diversity;   ∎  recommending director nominees, considering experience, skills, industry knowledge, financial expertise, existing commitments, independence and the extent to which the candidate fills a present need on the Board;   ∎  recommending composition, size and leadership structure of the Board;   ∎  monitoring the structure and operation of Board committees and qualifications and criteria for membership;   ∎  overseeing the Board’s annual self-assessment;   ∎  assessing the adequacy of our Corporate Governance Guidelines and Code of Business Conduct and Ethics Policy;   ∎  overseeing Company environmental and sustainability practices and initiatives, which includes reporting on ESG topics at every regular meeting; and   ∎  overseeing succession planning for senior executives.
Meetings in 2022: 4   ✓  All members are independent under NYSE rules

Director Independence

Based upon information provided by each director concerning his or her background, education, employment, experience and affiliations, our Nominating and Corporate Governance Committee and Board of Directors have determined that Mmes. Carter, Jackson and Moore and Messrs. Hilsheimer, Meuse, Schottenstein and Thomas have no material relationship with the Company or its subsidiaries, either directly or indirectly, that would interfere with the exercise of their independent judgment, and that each qualifies as an “independent director” as defined in the rules of the NYSE and the rules promulgated by the SEC.

When determining whether a director qualifies as independent, the Board broadly considers all relevant facts and circumstances to determine whether the director has any material relationship with the Company, either directly or indirectly, that would interfere with the exercise of independent judgment. In the course of determining the independence of Mr. Meuse, the Board considered that Mr. Meuse’s son is an employee of Blackrock, Inc., which holds more than 10% of our common stock. Based on the fact that Mr. Meuse’s son is not an executive officer, director or control person of Blackrock, Inc., the Board does not believe that this relationship impairs the independence of Mr. Meuse. In the course of determining the independence of Mr. Schottenstein, the Board considered that Mr. Schottenstein is the Chief Executive Officer of M/I Homes, Inc., a single-family homebuilding company with which we conduct transactions in the ordinary course of our business. Based on the aggregate annual value of these transactions (less than 1% of the annual revenues of each of the Company and M/I Homes, Inc. in 2022) and the nature of the transactions (which is the sale and installation of building products in new residential homes in the ordinary course of business of both companies), the Board does not believe that this relationship impairs the independence of Mr. Schottenstein or that Mr. Schottenstein has any material interest in any transaction between the Company and M/I Homes, Inc. Upon careful consideration, the Board of Directors has determined that our Board is comprised of a majority of independent directors, and that each Board committee is comprised entirely of independent directors. There are no family relationships among our executive officers and our directors.

In making its independence recommendations, the Nominating and Corporate Governance Committee evaluates the commercial, charitable and employment relationships that exist between the Company and the directors and entities with which they or members of their immediate families are affiliated (including charitable institutions to which we have given donations if the director is affiliated with such institutions). The Nominating and Corporate Governance Committee also considers other relevant facts and circumstances regarding the nature of these transactions and relationships to determine whether other factors, regardless of the independence standards, might compromise a director’s independence.

Annual Board and Committee Self-Assessments

Pursuant to NYSE requirements, our Corporate Governance Guidelines and the charters of each of the Board committees, the Board and each of its committees conduct an annual self-assessment. The self-assessment is intended to determine whether the Board and the committees are functioning effectively and to provide them with an opportunity to improve. The self-assessment enables directors to provide confidential feedback on topics including the effectiveness of Board oversight of management, business strategy and enterprise risk; Board and committee composition, structure, diversity, skills and function; Board and management culture; Board resources and processes; and the effectiveness of individual directors. A summary of the results is presented to the Nominating and Corporate Governance Committee, which is responsible for oversight of the process. The Nominating and Corporate Governance Committee reports the results of the self-assessments to the Board, which considers ways in which Board and committee effectiveness may be improved. This process helps identify opportunities to consider implementing new practices and procedures as appropriate. While the formal self-evaluation is conducted on an annual basis, the directors share perspectives, feedback and suggestions throughout the year.

Meetings of the Board and Director Attendance

The Board of Directors held six meetings during 2022. Each director attended, in person or by telephone, at least 75% of the total number of meetings of both the Board and the committees on which he or she served during the year. Board members frequently attend meetings of committees on which they are not members. Board agendas are set in advance by management with the assistance of the Presiding Independent Director and the committee chairs to ensure that appropriate subjects are covered. Any member of the Board may request that an item be included on the agenda. Directors are provided with materials in advance of meetings and are expected to review these materials before each meeting to ensure that time in Board and committee meetings is focused on active discussions versus lengthy presentations. Although we do not have a formal policy requiring Board members to attend annual meetings of our stockholders, our directors are expected to make every effort to attend. All of our directors attended the Annual Meeting of Stockholders in 2022.

Executive Sessions of the Board

The Board holds regularly scheduled executive sessions in which the independent directors meet without the presence of management. These meetings allow the independent directors to discuss the business and affairs of the Company, as well as matters concerning management, without any member of management present. Ms. Carter, as the Presiding Independent Director, chairs the meetings and acts as liaison among the independent directors and the other Board members and management. As part of the executive sessions, the independent directors may meet with our Chief Executive Officer, our management team members and representatives of our independent registered public accounting firm as they deem necessary or appropriate. The independent directors held four meetings in executive session during 2022.

Insider Trading Policy and Hedging and Pledging Prohibition

Our insider trading policy prohibits all directors, officers, employees and their family members from directly or indirectly purchasing or selling any security, whether the issuer of that security is our Company or another company, while aware of material non-public information relating to the issuer. The policy also prohibits providing any such material non-public information to any other person who may trade in the securities while aware of such information.

Our insider trading policy prohibits all directors, officers and employees from engaging in the following transactions in Company stock:

The policy also prohibits our directors, officers and certain other designated employees from engaging in the following transactions in Company stock:

Our Insider Trading Policy has procedures that require transactions in our stock by executive officers, directors and other designated employees, and each of their family members and members of their households, only be made during open trading windows after satisfying mandatory pre-clearance requirements. None of our directors or executive officers has any shares of Company stock pledged as collateral for personal loans or other obligations.

Director Compensation

The Board of Directors annually reviews and determines the compensation of our non-employee directors, taking into account the recommendations of the Compensation and Human Capital Committee. In connection with this review, the Board and the Compensation and Human Capital Committee consider the compensation paid to the non-employee directors of our peer group (which is the same peer group used in reviewing the compensation of our executive officers) and current circumstances relating to our business. The Board believes that non-employee director compensation should be competitive to ensure that we attract and retain qualified non-employee directors and should include a combination of cash and equity-based compensation to align the long-term interests of our non-employee directors with those of our stockholders. The Board does not have a pre-established policy or target for allocation between cash and equity-based compensation and determines the mix of compensation based on what it believes is most appropriate under the circumstances. In 2020, the Compensation and Human Capital Committee engaged Meridian Compensation Partners, LLC, an independent executive compensation consulting firm (“Meridian”), to review our non-employee director compensation program and to conduct market comparisons similar to those performed for our executive officer compensation program. See “Our Executive Compensation Process – Role of Compensation Consultants” and “Peer Group Analysis.” The Compensation and Human Capital Committee evaluates director compensation primarily on the basis of peer group data, and intends to engage Meridian or a similar firm to review our director compensation program approximately every two years.

2022 Elements of our Annual Non-Employee Director Compensation

Annual equity awards are awarded automatically on the date of the Annual Meeting of Stockholders based on the closing market price of our common stock on the date of the annual meeting. Directors appointed to the Board at other times during the year receive a pro rata equity award. Our incentive plan provides that non-employee director compensation, including aggregate cash compensation and the grant date fair value of shares of the Company’s common stock, may not exceed $400,000 in any fiscal year for each individual.

All directors are entitled to reimbursement for their reasonable expenses to attend Board meetings and meetings of committees on which they serve, but do not receive fees for meeting attendance. Directors who are employees of the Company receive no additional compensation for their service as directors. We maintain directors’ and officers’ liability insurance and have entered into indemnification agreements with each of our directors.

Director Compensation Table

The following table presents the total compensation paid in 2022 (i) to each non-employee director and (ii) to Mr. Verma, who is an employee of the Company and was a director in 2022, but who received no compensation for his Board service, as noted below. Directors’ fees are paid quarterly.

Director Stock Ownership Policy

Pursuant to our Stock Ownership Policy for Directors established by the Board and the Compensation and Human Capital Committee to align each director’s interests with the long-term interests of our stockholders, each non-employee director and each employee director who is not otherwise subject to the Company’s stock ownership policy for executive officers is required to beneficially own our common stock having a fair market value equal to at least the greater of $210,000 or three times the annual cash retainer paid to non-employee directors (excluding committee and Presiding Independent Director retainers). If a director chooses to meet this requirement by holding vested or unvested shares of common stock granted in connection with our director compensation program, the shares are valued at the greater of the closing price on the grant date or on the date on which ownership is to be measured. A director has five years from (a) the date of his or her appointment or election, or (b) if later, the date of an increase in the amount of common stock required to be held to meet this requirement. If a director fails to meet the ownership requirement on a measurement date, the director is prohibited from selling any Company stock and 50% of any annual cash retainer (or, for an employee director, an equivalent amount from any annual cash bonus) will be paid in the form of stock in lieu of cash. All of our directors, other than our executive officers who are subject to a different policy, met the stock ownership requirement as of December 31, 2022, except for Mr. Schottenstein, who has five years from the date of his appointment on July 18, 2022 to meet the requirement.

Stockholder Engagement

Developing and fostering long term relationships with our stockholders is a key priority. We actively engage with our stockholders regarding our business strategy, operations, industry trends and conditions, growth opportunities and financial performance. Throughout the year, members of our Investor Relations team and management seek input and feedback through telephone and video calls and in-person meetings with our stockholders to stay informed on their perspectives and to increase their understanding of our business and industry. Feedback received from our stockholder engagement activities informs our decision-making on our business strategy, capital allocation, corporate responsibility, executive compensation, and ESG initiatives.

During 2022, we participated in 16 sell-side events, hosted quarterly discussions with our largest stockholders and participated in ESG conversations with both existing and potential investors. We engaged with holders representing approximately 25% of our shares, including 36% of our top 25 institutional stockholders.

Communication with Directors

Stockholders and other interested parties wishing to communicate with the Board of Directors or to any particular director, including the Presiding Independent Director, may do so by writing to the following address: c/o Corporate Secretary, Installed Building Products, Inc., 495 South High Street, Suite 50, Columbus, Ohio 43215. The Board has directed the Corporate Secretary’s office to forward to the appropriate director(s) all correspondence, except for items unrelated to the functions of the Board, business solicitations and advertisements.

Stockholder Nominations of Director Candidates

In identifying potential candidates for Board membership, the Nominating and Corporate Governance Committee may rely on recommendations from directors, stockholders, management and others. The Nominating and Corporate Governance Committee reviews all candidates in the same manner, regardless of the source of the recommendation.

Stockholders who wish to recommend or nominate a director candidate must comply with certain procedures. If you desire to nominate a director candidate for the 2024 Annual Meeting of Stockholders, you must comply with the procedures for nomination set forth in the section entitled “Stockholder Proposals for the 2024 Annual Meeting.” Stockholders may recommend a director candidate for consideration at any time by giving written notice of the recommendation to our Corporate Secretary at Installed Building Products, Inc., 495 South High Street, Suite 50, Columbus, Ohio 43215. The recommendation must include the candidate’s name, age, business address, residence address and principal occupation or employment, as well as a description of the candidate’s qualifications, attributes and other skills. The Nominating and Corporate Governance Committee may require additional information before considering the candidate. A written consent from the candidate consenting to serve as a director, if elected, must accompany the recommendation. These procedural requirements are intended to ensure that the Nominating and Corporate Governance Committee has sufficient time and a basis upon which to assess potential director candidates and are not intended to discourage or interfere with stockholder nominations.

Corporate Governance Materials

The following corporate governance materials are published on our website at

http://investors.installedbuildingproducts.com/corporate-governance:

CORPORATE RESPONSIBILITY

Our Board of Directors and management team recognize the importance of ESG issues and their impact on our stockholders, our customers, our employees and our communities. Good corporate citizenship is important to us and we are committed to promoting a culture of doing what is right and investing in the communities where we live and work. We integrate corporate responsibility every day through making buildings energy efficient, providing for the health, safety and welfare of our employees, advocating volunteerism and empowering philanthropy.

As we move forward, we will continue to deepen our corporate responsibility efforts. As part of that effort, in 2022, we named Jason R. Niswonger, one of our executive officers, as our Chief Administrative and Sustainability Officer. Mr. Niswonger is responsible for leading and coordinating our ESG initiatives. In 2022 we released our second annual Environmental, Social and Governance Report (“Sustainability Report”), which can be found on our website at https://installedbuildingproducts.com/sustainability/.

The Nominating and Corporate Governance Committee is responsible for the oversight of our ESG programs, except to the extent reserved to the full Board or another Board committee. The Compensation and Human Capital Committee oversees our Foundation activities and human capital policies and practices, including DEI, talent development initiatives, employee retention and employee compensation practices. Updates on our ESG programs and initiatives are provided to the Board committees each quarter. The Board also directly receives periodic reports on sustainability, cybersecurity, DEI and Foundation initiatives from Company team leaders at its regular meetings.

Our Environment

We play a direct role in creating a sustainable future through our day-to-day business operations by installing products that promote energy efficiency. Insulation and air sealing play a critical role in reducing energy consumption and carbon emissions. According to the Office of Energy Efficiency & Renewable Energy, over $400 billion is spent each year to power residential and commercial buildings that consume 75% of all electricity used in the United States and approximately 40% of all energy consumed in the United States. Inadequate insulation and air leakage are the leading causes of energy waste in most structures. According to the Alliance to Save Energy, energy efficiency is the single most effective strategy for reducing carbon emissions. Insulated homes and commercial buildings reduce both energy consumption and greenhouse gas emissions.

In addition to the contribution that our insulation and air barrier installations make to energy conservation throughout the United States, we are searching for ways to reduce our own carbon footprint. We have transitioned a substantial portion of our electricity needs to a carbon free source and have entered into a national waste management program to increase recycling at our branches nationwide. Our future environmental goals may be found in our Sustainability Report.

HERS Raters. The Home Energy Raters System (“HERS”) is the industry standard for measuring a home’s energy efficiency. We employ over 15 accredited HERS raters, and have an affiliation with approximately 10 others. Our professional home energy raters complete rigorous training and education programs and are accredited by Residential Energy Services Network (RESNET), an association of builders, lenders, utilities and government agencies. HERS raters are the primary means by which homes are qualified for the U.S. Environmental Protection Agency’s Energy Star for Homes Program, as well as for federal energy tax credits.

HERS raters review insulation levels, window efficiency, HVAC system efficiency and water heating systems. They also do performance testing such as blower door tests to examine air and duct leakage.

Our People

Below is certain key demographic data of our workforce:

  * Less than 1%

We have developed a number of initiatives to help attract, develop and retain employees, which reduces turnover and training costs, increases productivity, enhances employee engagement, encourages customer loyalty and promotes community engagement. We believe that these retention efforts have reduced turnover levels across our installer base to approximately 23% below the industry average, based on statistics reported by the Bureau of Labor Statistics.

Diversity, Equity and Inclusion. Our vision is to build an empathetic organization where employees are valued, heard and have the opportunity to thrive. In 2020, we began to develop our DEI initiative. The initiative is overseen by the Compensation and Human Capital Committee, who reviews and discusses the development of our DEI programs at each regular meeting.

Our DEI program has five pillars:

Our current DEI initiatives include:

Benefits. Offering competitive pay and benefits helps us attract and retain talented employees. We offer a full range of benefits to qualifying employees, including medical, dental and vision insurance, prescription drug coverage, flexible spending accounts, 401(k) retirement programs with matching contributions, paid vacations and holidays, short- and long-term disability insurance, life insurance and group accident and critical illness insurance.

Safety. Employee safety is a core business objective. Our installers engage in physically strenuous, and at times, hazardous work. We have detailed safety policies and each year significant staffing, funding and resources are allocated to safety and risk management. We have strong workplace safety measures that we call Lead with Safety, a continuing education program focused on creating a safer working environment for our employees and other jobsite personnel through year-round education and training. We have regional safety managers who are OSHA 500 certified outreach trainers who conduct intensive courses on OSHA safety training.

We track all incidents that occur on our job sites that could result in injury, including minor incidents that may not require first aid or medical treatment. We use this information to refine our safety training programs. We believe our safety programs are having a positive impact. Total hours worked increased 10% from 2021 to 2022, while OSHA-defined incidents declined by 15% during the same period, resulting in a decline in incident rate per 100 hours worked of 22%. We also reported a 27% decrease in severe incidents from 2021 to 2022 with eight severe incidents in 2022, representing a 34% decline in the severe incident rate per 100 hours worked compared to 2021. We had zero fatalities in 2020, 2021 and 2022.

Our safety programs include drugs and alcohol, confined space, fall protection, hazardous chemicals communication, respiratory protection, hand and portable power tools, personal protection, carbon monoxide, weather safety, cell phone usage, drywall storage safety, driver safety and fleet safety. Each installer receives initial safety training upon hire and may receive specialty training depending upon duties. Safety training continues with weekly toolbox talks, quarterly safety initiatives, annual refresher training and safety excellence awards. Our safety program employs more than 35 training videos, including ladder and scaffold safety, electrical safety and forklift safety. Our spray polyurethane foam protocol includes trucks and equipment, storage and disposal, sales and installer training, preventative maintenance and technical support and quality control.

Financial Wellness Program. We offer a financial wellness education program to our employees called Momentum on Up to increase education and encourage responsible personal financial decision-making. The program educates participants on key personal financial topics, including budgeting, credit scores, debt reduction, saving and giving back to the community. One of the key components of this program is encouraging employees to establish personal savings accounts, which the Company matches dollar for dollar up to $1,000. Since inception of the program, we have matched over $5.5 million in employee personal savings. We believe this valuable program not only helps address employee retention, but represents the right thing to do in order to help educate and inform our employees about their financial position and security.

Longevity Awards. Our longevity award program rewards employees who do not otherwise receive awards under another Company stock program for their long-time dedicated service to the Company. Eligible employees are awarded grants of restricted stock units for each ten years of continuous service to the Company, including service for companies that we acquire. Provided the Company meets a revenue target established in advance by the Compensation and Human Capital Committee, employees are awarded restricted stock units based on a percentage of wages that convert one year later into shares of our common stock (for 2022 awards, the target was $2.16 billion trailing 12-month revenue from July 1, 2021 to June 30, 2022).

Through December 31, 2022, we have awarded approximately 141,000 restricted stock units to approximately 1,500 employees with tenures ranging from 10 to 48 years. We believe the program rewards employees for valued service, assists in retention of our highly valued long-term employees and results in a highly motivated and engaged workforce.

Positive Production Program. The Positive Production Program is a custom well-being program developed for our employees by Positive Foundry to provide personal development learning opportunities. The program is based on the science of positive psychology, human behavior and neuroscience. The goals of the program are: