Builders FirstSource (BLDR) Proxy Filing summary

Executive summary

• Achieved resilient 2024 results with double-digit EBITDA margin in the mid-teens and robust free cash flow, despite industry headwinds from elevated interest rates.

• Invested in value-added products, digital solutions, and completed 13 acquisitions in 2024, expanding into high-growth geographies.

• Returned ~$1.5 billion to shareholders via share repurchases in 2024, with a 69% 3-year TSR and 463% 5-year TSR.

• Enhanced safety, achieving a 10% annual improvement in recordable incident rate and 78% team member engagement favorability.

• Leadership transitions included a new CEO and CFO in November 2024 and two new board members in March 2025.

Voting matters and shareholder proposals

• Election of three directors for terms expiring in 2028.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor.

• Amendments to declassify the board, remove board size limits, and limit officer liability per Delaware law.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 13 directors, 11 of whom are independent.

• Board diversity: 38% diverse (gender/ethnic), average age 63.3, average tenure 8.9 years.

• New Technology Committee formed in April 2025 to oversee digital strategy and cybersecurity.

• Annual board and committee evaluations, with third-party review in 2024.

• Board succession planning and director nomination policies in place.