Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document and Entity Information [Abstract] | |
Document Type | DEF 14A |
Entity Registrant Name | TopBuild Corp |
Entity Central Index Key | 0001633931 |
Amendment Flag | false |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Year Summary Compensation Table Total for PEO (1) ($) Compensation Actually Paid to PEO (2) ($) Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) Average Compensation Actually Paid to Non-PEO NEOs (2) ($) Value of Initial Fixed $100 Investment Based On: Net Income (millions) ($) Adjusted Operating Income (AOI) (millions) (5) ($) Total Shareholder Return (4) ($) Peer Group Total Shareholder Return (4) ($) 2022 $6,267,186 ($394,693) $1,808,545 ($29,434) $152 $144 $556 $802 2021 $4,729,324 $10,763,416 $1,480,184 $3,562,736 $268 $188 $324 $485 2020 $5,506,201 $24,859,189 $1,615,725 $4,653,581 $179 $128 $247 $347 (1) Our PEO in 2022 and 2021 is Mr. Buck . Our PEO in 2020 is Mr. Volas, who retired on December 31, 2020. (2) The amounts in this column reflect compensation as reported in the Summary Compensation Table, with the exception of equity awards. Equity award value adjustments are calculated in accordance with the SEC methodology for CAP for each year. Stock awards based on earnings per share and service are valued using the closing price of common stock on the valuation date and probable outcome of the performance condition. The value of stock options is calculated using a Black-Scholes model; the value of awards that vest based on our TSR performance relative to a peer group of companies is calculated using a Monte Carlo valuation model to represent the probable outcome and the closing price. The assumptions used to derive stock option and performance award values are shown in the tables below. Range of Assumptions and Resulting Fair Values Stock Options 2020 2021 2022 Low High Low High Low High Measurement Date Stock Price $63.69 $184.08 $184.08 $275.91 $156.49 $275.91 Exercise (Strike) Price $26.30 $118.58 $26.30 $214.58 $58.08 $214.58 Risk-free Interest Rate 0.09% 1.62% 0.03% 1.15% 0.35% 4.33% Volatility 30.2% 43.3% 42.9% 43.4% 42.8% 45.6% Expected Life (in years) 0.25 7.31 0.25 4.27 0.75 4.94 Dividend Yield 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Stock Option Fair Values $17.42 $157.79 $17.42 $218.01 $54.85 $218.01 Range of Assumptions and Resulting Fair Values TSR Performance Awards 2020 2021 2022 Low High Low High Low High Remaining Performance Period 1 year 2 years 1 year 2 years 1 year 2 years Valuation Date Price $103.08 $184.08 $184.08 $275.91 $156.49 $275.91 Volatility 29.74% 74.42% 38.00% 74.42% 38.00% 59.03% Peer Group Volatility 31.24% 82.46% 37.66% 82.46% 37.66% 63.60% Risk-free Interest Rate 0.10% 1.58% 0.10% 0.73% 0.39% 4.67% Dividend Yield 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Average Correlation Coefficient 0.35 0.67 0.54 0.67 0.54 0.68 TSR Performance Award Fair Values $184.16 $359.95 $315.17 $537.03 $97.83 $537.03 A reconciliation of the amounts reported in the Summary Compensation Table and CAP to the individuals who served as PEO and NEOs in each year is shown in the table below. Reconciliation of SCT Compensation to CAP Numbers in 000's PEO NEO Average 2020 2021 2022 2020 2021 2022 Summary Compensation Table Total $5,506,201 $4,729,324 $6,267,186 $1,615,725 $1,480,184 $1,808,545 Deduct Equity Awards: Amounts reported in the “Stock Awards” column in the SCT for applicable FY $2,031,028 $1,650,580 $3,574,221 $446,554 $385,572 $876,098 Amounts reported in the “Option Awards” column in the SCT for applicable FY $1,160,019 $920,000 $0 $220,796 $215,016 $0 Add back: Change in Fair Value Year End Fair Value of Current Year Equity Awards $7,570,686 $4,293,414 $2,128,991 $1,244,469 $1,003,362 $568,481 Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards $12,473,212 $3,735,308 ($3,547,596) $2,035,097 $1,488,330 ($978,098) Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year $2,500,137 $575,950 ($1,669,053) $425,515 $191,448 ($552,264) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year $0 $0 $0 $125 $0 $0 Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year $0 $0 $0 $0 $0 $0 Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation $0 $0 $0 $0 $0 $0 Compensation Actually Paid (CAP) $24,859,189 $10,763,416 ($394,693) $4,653,581 $3,562,736 ($29,434) (3) (4) (5) Reconciliation of Reported Operating Income to AOI Numbers in 000's 2020 2021 2022 Operating Income, as reported (see Annual 10K Report) $355,046 $476,419 $797,164 Adjustments: Non GAAP Charges related to M&A $855 $38,164 $7,974 M&A not included in Business Plan -$3,187 -$23,848 -$2,968 Cost of Legal Settlement -$6,000 -$6,000 $0 Adjusted Operating Income (AOI) $346,714 $484,735 $802,170 | ||
Company Selected Measure Name | Adjusted Operating Income | ||
Named Executive Officers, Footnote [Text Block] | (1) Our PEO in 2022 and 2021 is Mr. Buck . Our PEO in 2020 is Mr. Volas, who retired on December 31, 2020. (3) | ||
Peer Group Issuers, Footnote [Text Block] | (4) | ||
PEO Total Compensation Amount | $ 6,267,186 | $ 4,729,324 | $ 5,506,201 |
PEO Actually Paid Compensation Amount | $ (394,693) | 10,763,416 | 24,859,189 |
Adjustment To PEO Compensation, Footnote [Text Block] | A reconciliation of the amounts reported in the Summary Compensation Table and CAP to the individuals who served as PEO and NEOs in each year is shown in the table below. Reconciliation of SCT Compensation to CAP Numbers in 000's PEO NEO Average 2020 2021 2022 2020 2021 2022 Summary Compensation Table Total $5,506,201 $4,729,324 $6,267,186 $1,615,725 $1,480,184 $1,808,545 Deduct Equity Awards: Amounts reported in the “Stock Awards” column in the SCT for applicable FY $2,031,028 $1,650,580 $3,574,221 $446,554 $385,572 $876,098 Amounts reported in the “Option Awards” column in the SCT for applicable FY $1,160,019 $920,000 $0 $220,796 $215,016 $0 Add back: Change in Fair Value Year End Fair Value of Current Year Equity Awards $7,570,686 $4,293,414 $2,128,991 $1,244,469 $1,003,362 $568,481 Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards $12,473,212 $3,735,308 ($3,547,596) $2,035,097 $1,488,330 ($978,098) Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year $2,500,137 $575,950 ($1,669,053) $425,515 $191,448 ($552,264) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year $0 $0 $0 $125 $0 $0 Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year $0 $0 $0 $0 $0 $0 Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation $0 $0 $0 $0 $0 $0 Compensation Actually Paid (CAP) $24,859,189 $10,763,416 ($394,693) $4,653,581 $3,562,736 ($29,434) | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,808,545 | 1,480,184 | 1,615,725 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (29,434) | 3,562,736 | 4,653,581 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | A reconciliation of the amounts reported in the Summary Compensation Table and CAP to the individuals who served as PEO and NEOs in each year is shown in the table below. Reconciliation of SCT Compensation to CAP Numbers in 000's PEO NEO Average 2020 2021 2022 2020 2021 2022 Summary Compensation Table Total $5,506,201 $4,729,324 $6,267,186 $1,615,725 $1,480,184 $1,808,545 Deduct Equity Awards: Amounts reported in the “Stock Awards” column in the SCT for applicable FY $2,031,028 $1,650,580 $3,574,221 $446,554 $385,572 $876,098 Amounts reported in the “Option Awards” column in the SCT for applicable FY $1,160,019 $920,000 $0 $220,796 $215,016 $0 Add back: Change in Fair Value Year End Fair Value of Current Year Equity Awards $7,570,686 $4,293,414 $2,128,991 $1,244,469 $1,003,362 $568,481 Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards $12,473,212 $3,735,308 ($3,547,596) $2,035,097 $1,488,330 ($978,098) Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year $2,500,137 $575,950 ($1,669,053) $425,515 $191,448 ($552,264) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year $0 $0 $0 $125 $0 $0 Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year $0 $0 $0 $0 $0 $0 Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation $0 $0 $0 $0 $0 $0 Compensation Actually Paid (CAP) $24,859,189 $10,763,416 ($394,693) $4,653,581 $3,562,736 ($29,434) | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | The charts below provide a graphic description of the relationships: (i) between (A) CAP to the PEOs and the average CAP to the NEOs, and (B) the Company’s cumulative total shareholder return and the S&P Composite 1500 Building Products index cumulative total shareholder return; (ii) between (A) CAP to the PEOs and the average CAP to the NEOs, and (B) the Company’s net income; (iii) between (A) CAP to the PEOs and the average CAP to the NEOs, and (B) the Company’s selected measure, AOI. CAP decreased from 2020 to 2021 as TopBuild’s TSR increased. For 2022, CAP and TopBuild TSR both decreased. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Over the 2020 to 2022 time period, CAP for TopBuild decreased. Over the same period, Company net income increased annually. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Over the 2020 to 2022 time period, CAP for TopBuild decreased. Over the same period, AOI increased annually. | ||
Tabular List [Table Text Block] | Most Important Performance Measures Operating Income, as adjusted (AOI) Net Sales Working Capital Safety Incident Rate Earnings Per Share (EPS) Relative Total Shareholder Return (TSR) | ||
Total Shareholder Return Amount | $ 152 | 268 | 179 |
Peer Group Total Shareholder Return Amount | 144 | 188 | 128 |
Net Income (Loss) | $ 556,000,000 | $ 324,000,000 | $ 247,000,000 |
Company Selected Measure Amount | 802,170,000 | 484,735,000 | 346,714,000 |
PEO Name | Mr. Buck | ||
Operating Income | $ 797,164,000 | $ 476,419,000 | $ 355,046,000 |
Non GAAP Charges related to M&A | 7,974,000 | 38,164,000 | 855,000 |
M&A not included in Business Plan | (2,968,000) | (23,848,000) | (3,187,000) |
Cost of Legal Settlement | $ 0 | $ (6,000,000) | $ (6,000,000) |
Adjusted operating income as percentage of AIP bonus | 30% | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Operating Income, as adjusted (AOI) | ||
Non-GAAP Measure Description [Text Block] | (5) Reconciliation of Reported Operating Income to AOI Numbers in 000's 2020 2021 2022 Operating Income, as reported (see Annual 10K Report) $355,046 $476,419 $797,164 Adjustments: Non GAAP Charges related to M&A $855 $38,164 $7,974 M&A not included in Business Plan -$3,187 -$23,848 -$2,968 Cost of Legal Settlement -$6,000 -$6,000 $0 Adjusted Operating Income (AOI) $346,714 $484,735 $802,170 | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net Sales | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Working Capital | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Safety Incident Rate | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Earnings Per Share (EPS) | ||
Measure [Axis]: 6 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative Total Shareholder Return (TSR) | ||
Stock Options | |||
Pay vs Performance Disclosure [Table] | |||
Measurement Date Stock Price, Low | $ / shares | $ 156.49 | $ 184.08 | $ 63.69 |
Measurement Date Stock Price, High | $ / shares | 275.91 | 275.91 | 184.08 |
Exercise (Strike) Price, Low | $ / shares | 58.08 | 26.30 | 26.30 |
Exercise (Strike) Price, High | $ / shares | $ 214.58 | $ 214.58 | $ 118.58 |
Risk-free Interest Rate, Low | 0.35% | 0.03% | 0.09% |
Risk-free Interest Rate, High | 4.33% | 1.15% | 1.62% |
Volatility, Low | 42.80% | 42.90% | 30.20% |
Volatility, High | 45.60% | 43.40% | 43.30% |
Expected Life (in years), Low | 9 months | 3 months | 3 months |
Expected Life (in years), High | 4 years 11 months 8 days | 4 years 3 months 7 days | 7 years 3 months 21 days |
Dividend Yield, Low | 0% | 0% | 0% |
Dividend Yield, High | 0% | 0% | 0% |
Fair Values, Low | $ / shares | $ 54.85 | $ 17.42 | $ 17.42 |
Fair Values, High | $ / shares | $ 218.01 | $ 218.01 | $ 157.79 |
TSR Performance Award | |||
Pay vs Performance Disclosure [Table] | |||
Remaining Performance Period, Low | 1 year | 1 year | 1 year |
Remaining Performance Period, High | 2 years | 2 years | 2 years |
Measurement Date Stock Price, Low | $ / shares | $ 156.49 | $ 184.08 | $ 103.08 |
Measurement Date Stock Price, High | $ / shares | $ 275.91 | $ 275.91 | $ 184.08 |
Risk-free Interest Rate, Low | 0.39% | 0.10% | 0.10% |
Risk-free Interest Rate, High | 4.67% | 0.73% | 1.58% |
Volatility, Low | 38% | 38% | 29.74% |
Volatility, High | 59.03% | 74.42% | 74.42% |
Peer Group Volatility, Low | 37.66% | 37.66% | 31.24% |
Peer Group Volatility, High | 63.60% | 82.46% | 82.46% |
Dividend Yield, Low | 0% | 0% | 0% |
Dividend Yield, High | 0% | 0% | 0% |
Average Correlation Coefficient, Low | 0.54 | 0.54 | 0.35 |
Average Correlation Coefficient, High | 0.68 | 0.67 | 0.67 |
Fair Values, Low | $ / shares | $ 97.83 | $ 315.17 | $ 184.16 |
Fair Values, High | $ / shares | $ 537.03 | $ 537.03 | $ 359.95 |
PEO [Member] | Amounts reported in the "Stock Awards" column in the SCT for applicable FY | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 3,574,221 | $ 1,650,580 | $ 2,031,028 |
PEO [Member] | Amounts reported in the "Option Awards" column in the SCT for applicable FY | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 920,000 | 1,160,019 |
PEO [Member] | Year End Fair Value of Current Year Equity Awards | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,128,991 | 4,293,414 | 7,570,686 |
PEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (3,547,596) | 3,735,308 | 12,473,212 |
PEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,669,053) | 575,950 | 2,500,137 |
PEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Amounts reported in the "Stock Awards" column in the SCT for applicable FY | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 876,098 | 385,572 | 446,554 |
Non-PEO NEO [Member] | Amounts reported in the "Option Awards" column in the SCT for applicable FY | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 215,016 | 220,796 |
Non-PEO NEO [Member] | Year End Fair Value of Current Year Equity Awards | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 568,481 | 1,003,362 | 1,244,469 |
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (978,098) | 1,488,330 | 2,035,097 |
Non-PEO NEO [Member] | Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (552,264) | 191,448 | 425,515 |
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 125 |
Non-PEO NEO [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |