Installed Building Products, Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
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Item 5. Other Information
During the three months ended June 30, 2025, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
We have entered into a Change in Control Agreement, effective as of August 7, 2025, with each of our executive officers (the “Agreements”): Jeffrey Edwards, Chief Executive Officer, President and Chairman; Michael Miller, Executive Vice President and Chief Financial Officer; Brad Wheeler, Chief Operating Officer; Jeffery Hire, President, External Affairs; Jason Niswonger, Chief Administrative and Sustainability Officer; and Todd Fry, Chief Accounting Officer. The Agreements were approved by the Compensation Committee to better align our severance policies with market practices. The Agreements will supersede any prior change in control or restrictive covenant agreements with our executive officers.
Under the Agreements, the executive agrees to be bound by certain restrictive covenants, including provisions relating to confidentiality, non-competition and non-solicitation, non-disparagement and intellectual property ownership. In addition, pursuant to the Agreements, in the event of a “change in control” and if, within the 24 month period following such “change in control”, the executive’s employment is terminated for reasons other than “cause” or the executive resigns for “good reason” (as such terms are defined in the Agreements), then, subject to certain conditions, limitations and adjustments provided for in the Agreements, the executive will be entitled to (i) a lump sum cash payment equal to (A) the sum of the executive’s annual base salary plus target annual bonus, multiplied by (B) a severance multiple of 300%, (ii) continuation of health and other benefits for a period of 18 months, (iii) immediate vesting of all equity incentive awards, and (iv) termination of the restrictive covenants related to non-competition and non-solicitation.
The Company’s employment agreement with Jeffrey Edwards was amended and restated on August 7, 2025, to remove certain change in control payment and restrictive covenant provisions, which are now covered in the Agreements described above, and to make other conforming changes.
The preceding descriptions of the Agreements with our executive officers and the Company’s Amended and Restated Employment Agreement with Jeffrey Edwards (the “Employment Agreement”) do not purport to be complete and are qualified in their entirety by reference to the form of Change in Control Agreement and the Employment Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Quarterly Report on Form 10-Q and incorporated by reference herein.
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