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.

• Delivered $117 million in productivity savings and completed 13 acquisitions with $420 million in 2023 sales, expanding into high-growth geographies.

• Returned $1.5 billion to shareholders via buybacks in 2024, repurchasing over 46% of shares since August 2021.

• Appointed new CEO and CFO in November 2024 and added two directors with digital and technology expertise in March 2025.

• Launched an end-to-end digital platform, myBLDR.com, generating $134 million in incremental sales in 2024.

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, 3 female directors, average age 63.3, average tenure 8.9 years.

• Formed a Technology Committee in April 2025 to oversee digital strategy and cybersecurity.

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

• Proposal to declassify the board, transitioning to annual elections by 2028.