DEF 14A of Builders FirstSource, Inc., Apr 15, 2025

DEF 14A of Builders FirstSource, Inc.

Filed Apr 15, 2025 · FY20240000950170-25-054235

Open on EDGAR

  1. What are your voting choices for director nominees, and what vote is needed to elect directors?

    What are your voting choices for director nominees, and what vote is needed to elect directors? For the vote on the election of the Class II director nominees to serve until the 2028 annual meeting, stockholders may: ▪ vote in favor of all nominees, ▪ vote against all nominees, or ▪ vote in favor of specified nominees and against other specified nominees, or abstain from voting on all or certain specified nominees. At the annual meeting in 2025, directors will be elected by a majority of the votes cast in person or by proxy at the annual meeting. Each director nominee in 2025 has submitted an irrevocable resignation that will be effective upon the occurrence of (i) the failure of such director nominee to receive a majority of the votes cast and (ii) the acceptance of that resignation by the Board. Abstentions from voting have no effect on the outcome of such vote because the election of directors is determined on the basis of votes cast and abstentions are not counted as votes cast.

  2. What are your voting choices for director nominees, and what vote is needed to elect directors?

    | THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES. |

  3. What are your voting choices for director nominees, and what vote is needed to elect directors?

    What are your voting choices on the advisory vote to approve the 2024 compensation of the Corporation’s named executive officers, including the Corporation’s compensation practices and principles and their implementation? In the non-binding vote to approve the 2024 compensation of the Corporation’s named executive officers, including the Corporation’s compensation practices and principles and their implementation, as discussed and disclosed in this Proxy Statement, stockholders may: ▪ vote in favor of the proposal, ▪ vote against the proposal, or ▪ abstain from voting on the proposal. This proposal requires the affirmative vote of a majority of the votes represented and entitled to vote at the annual meeting. Accordingly, abstentions have the effect of a vote “against” Proposal 2. This is an advisory vote, and, as such, is not binding on the Board or the Compensation Committee. However, the Board and the Compensation Committee will consider the results of the vote when setting the compensation of the Corporation’s executive officers in the future.

  4. What are your voting choices for director nominees, and what vote is needed to elect directors?

    | BUILDERS FIRSTSOURCE, INC. | 5 | 2025 PROXY STATEMENT |

  5. What are your voting choices for director nominees, and what vote is needed to elect directors?

    What are your voting choices on the ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm, and what vote is needed to ratify their appointment? On the vote on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year 2025, stockholders may: ▪ vote in favor of the ratification, ▪ vote against the ratification, or ▪ abstain from voting on the ratification. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm will require the affirmative vote of a majority of the shares represented and entitled to vote at the annual meeting. Accordingly, abstentions will have the effect of a vote “against” Proposal 3. This vote is not binding on the Board or the Audit Committee. What are your voting choices on the vote to approve the amendment to the Certificate of Incorporation to declassify the Board of Directors, and what vote is needed to approve the amendment? On the vote to approve the amendment to the Certificate of Incorporation to declassify the Board of Directors, as discussed and disclosed in this Proxy Statement, stockholders may: ▪ vote in favor of the proposal, ▪ vote against the proposal, or ▪ abstain from voting on the proposal. This proposal requires the affirmative vote of the holders of 66 and two-thirds percent (66 ⅔%) of the votes entitled to vote at the annual meeting. Accordingly, abstentions have the effect of a vote “against” Proposal 4. What are your voting choices on the vote to approve the amendment to the Certificate of Incorporation to remove limits on the size of our Board of Directors, and what vote is needed to approve the amendment? On the vote to approve the amendment to the Certificate of Incorporation to remove limits on the number of directors, as discussed and disclosed in this Proxy Statement, stockholders may: ▪ vote in favor of the proposal, ▪ vote against the proposal, or ▪ abstain from voting on the proposal. This proposal requires the affirmative vote of the holders of 66 and two-thirds percent (66 ⅔%) of the votes entitled to vote at the annual meeting. Accordingly, abstentions have the effect of a vote “against” Proposal 5.

  6. What are your voting choices for director nominees, and what vote is needed to elect directors?

    | BUILDERS FIRSTSOURCE, INC. | 6 | 2025 PROXY STATEMENT |

  7. What are your voting choices for director nominees, and what vote is needed to elect directors?

    What are your voting choices on the vote to approve the amendment to the Certificate of Incorporation to limit the liability of certain officers consistent with Delaware law, and what vote is needed to approve the amendment? On the vote to approve the amendment to the Certificate of Incorporation to limit the liability of certain officers consistent with Delaware law, as discussed and disclosed in this Proxy Statement, stockholders may: ▪ vote in favor of the proposal, ▪ vote against the proposal, or ▪ abstain from voting on the proposal. This proposal requires the affirmative vote of a majority of the votes entitled to vote at the annual meeting. Accordingly, abstentions have the effect of a vote “against” Proposal 6.

  8. Is the approval of any one of Proposals 4, 5 or 6 conditioned on the approval of the others?

    Is the approval of any one of Proposals 4, 5 or 6 conditioned on the approval of the others? No, Proposals 4, 5 and 6 are each independent proposals and none of these proposals are contingent on the approval of the others. If only some, but not all, of these proposals are approved, amendments to our Certificate of Incorporation, contained in Appendix A, will be made as described in “Stockholder Approval of Board Recommended Charter Amendments.”

  9. What if a stockholder does not specify a choice for a matter when returning a proxy card?

    What if a stockholder does not specify a choice for a matter when returning a proxy card? Stockholders should specify their choice for each proposal described on the proxy card, if they receive one. However, proxy cards that are signed and returned, but for which no specific instruction is given, will be voted “FOR” all the director candidates listed in Proposal 1, and “FOR” Proposals 2, 3, 4, 5, and 6. If any matters not specifically set forth in this Proxy Statement properly come to a vote at the meeting, either of the members of the Proxy Committee, comprised of Timothy D. Johnson and Pete R. Beckmann, will vote regarding those matters in accordance with their best judgments.

  10. What are broker non-votes and how are they counted?

    What are broker non-votes and how are they counted? Although your broker is the record holder of any shares that you hold in street name, it must vote those shares pursuant to your instructions. If you do not provide instructions, your broker may exercise discretionary voting power over your shares for “routine” items but not for “non-routine” items. All matters described in this Proxy Statement, except for the ratification of the appointment of our independent auditor, are considered to be non-routine matters. “Broker non-votes” occur with respect to a non-routine matter when shares held of record by a broker are not voted on such matter because the beneficial owner has not provided voting instructions and the broker either lacks or declines to exercise the authority to vote the shares in its discretion. Broker non-votes will be counted as present for purposes of establishing a quorum. Broker non-votes will not have any effect on Proposal 1, since broker non-votes are not votes cast. Broker non-votes will have the effect of a vote “AGAINST” Proposals 2 and 4, 5 and 6, since broker non-votes are entitled to vote at the annual meeting but are not entitled to vote on “non-routine” items. Brokers have discretionary authority to vote on Proposal 3.

  11. What are broker non-votes and how are they counted?

    | BUILDERS FIRSTSOURCE, INC. | 7 | 2025 PROXY STATEMENT |

  12. Can I change my mind and revoke or change my proxy?

    Can I change my mind and revoke or change my proxy? Yes. A stockholder of record may revoke a proxy or change its vote prior to its exercise at the annual meeting by: ▪ submitting a later-dated vote by telephone or Internet no later than 8:00 a.m. Central Time on May 27, 2025; ▪ signing a valid, later-dated proxy card and submitting it so that it is received before the annual meeting in accordance with the instructions included in the proxy card; ▪ before the annual meeting, signing a written notice of revocation dated later than the date of the proxy and submitting it to our Corporate Secretary so that it is received before the annual meeting; or ▪ attending the annual meeting and voting in person. Note that attendance at the annual meeting, by itself, will not revoke your proxy. A street name holder may revoke a proxy given pursuant to this solicitation by following the instructions of the bank, broker, trustee, or other nominee who holds his or her shares.

  13. Can I change my mind and revoke or change my proxy?

    | BUILDERS FIRSTSOURCE, INC. | 8 | 2025 PROXY STATEMENT |

  14. PROPOSAL 1 —

    PROPOSAL 1 —

  15. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Pursuant to the Corporation’s Certificate of Incorporation and By-laws, as currently in effect, the Board is “classified,” which means it is divided into three classes of directors based on the expiration of their terms. Under the classified Board arrangement, directors are elected to terms that expire on the annual meeting date three years following the annual meeting at which they were elected and the terms are “staggered” so that the terms of approximately one-third of the directors expire each year. The terms of three Class II directors, Mark A. Alexander, Dirkson R. Charles, and Peter M. Jackson, will expire at the annual meeting in 2025. Accordingly, Proposal 1 seeks the election of three directors to fill the continuing directorships whose terms expire in 2028. We are also seeking stockholder approval to declassify our Board of Directors, as described in “Proposal 4 – Amendment to our Certificate of Incorporation to Declassify our Board of Directors.” If Proposal 4 is approved by our stockholders, beginning in 2026, directors will stand for one-year terms, with the full Board of Directors standing for annual election beginning in 2028. The Board of Directors has nominated Messrs. Alexander, Charles, and Jackson for election to a term that will expire at the annual meeting in 2028.

  16. ELECTION OF DIRECTORS

    | Nominee | Age | Position Held | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Technology Committee | | Mark A. Alexander | 66 | Director | | | | | | | Dirkson R. Charles | 61 | Director | | | | | | | Peter M. Jackson | 53 | Director | | | | | |

  17. ELECTION OF DIRECTORS

    Unless otherwise indicated, all proxies that authorize the proxy holders to vote for the election of directors will be voted “FOR” the election of the nominees listed below. If a nominee becomes unavailable for election as a result of unforeseen circumstances, it is the intention of the proxy holders to vote for the election of such substitute nominee, if any, as the Board of Directors may propose. As of the date of this Proxy Statement, each of the nominees has consented to serve and the Board is not aware of any circumstances that would cause a nominee to be unable to serve as a director. The background and business affiliations of the director nominees, as well as the qualifications that led the Board to conclude that each nominee should serve as a director of the Corporation, are set forth below:

  18. ELECTION OF DIRECTORS

    | BUILDERS FIRSTSOURCE, INC. | 9 | 2025 PROXY STATEMENT |

  19. Class II — Directors with Terms Expiring in 2025

    Class II — Directors with Terms Expiring in 2025

  20. Class II — Directors with Terms Expiring in 2025

    | Director since: 2021 Age: 66 Committee Membership: ▪ Audit Committee (Member) | MARK A. ALEXANDER Independent Mr. Alexander possesses significant executive and financial expertise and experience gained from previous management positions, including previously serving as a CEO of a publicly-traded company. Additionally, his current service on another public company board and its audit committee enables him to provide invaluable guidance and knowledge to our Board and its committees. Career Highlights: ▪ Founder, Chairman and Chief Executive Officer, Landmark Property Group, a property management and real estate redevelopment company (2009 – Present) ▪ Chief Executive Officer, President, and Director, Suburban Propane Partners, a multibillion-dollar publicly-traded energy services company (1996 – 2009) ▪ Senior Vice President, Business Development, Hanson Industries, the U.S. arm of Hanson plc (1984 – 1996) Other Public Company Boards: ▪ W.P. Carey Inc. (2016 – Present) ▪ BMC Stock Holdings, Inc. (2017 – 2021) Skills & Qualifications: CEO/President Leadership Experience, Operational Responsibility, Logistics, Manufacturing, Finance, Business Development and M&A |

  21. Class II — Directors with Terms Expiring in 2025

    | BUILDERS FIRSTSOURCE, INC. | 10 | 2025 PROXY STATEMENT |

  22. Class II — Directors with Terms Expiring in 2025

    | Director since: 2022 Age: 61 Committee Membership: ▪ Audit Committee (Member) | DIRKSON R. CHARLES Independent Mr. Charles has significant corporate executive experience through his current roles as a CEO and co-chairman of a publicly-traded company and in prior high-level leadership positions. Additionally, he possesses critical accounting skills from his prior experience in public accounting and as a licensed CPA. Mr. Charles’s qualifications and accomplishments provide a crucial perspective for the Board. Career Highlights: ▪ Founder, Chief Executive Officer and Executive Co-Chairman, Loar Holdings, Inc., which specializes in the design and manufacture of aerospace components (2012 – Present) ▪ Chairman, Doncasters Group Limited, a privately-held leading international manufacturer of high-precision alloy components (2020 – Present) ▪ Executive Vice President, McKechnie Aerospace (2007 – 2012) ▪ Executive Vice President and Chief Financial Officer, K&F Industries, a leading manufacturer of aviation wheels, brakes, fuel tanks and brake control systems (Prior to 2012) Other Public Company Boards: ▪ Loar Holdings, Inc. (2020 – Present) Skills & Qualifications: CEO/President Leadership Experience, Operational Responsibility, Finance, Business Development and M&A |

  23. Class II — Directors with Terms Expiring in 2025

    | Director since: 2024 Age: 53 | PETER M. JACKSON Mr. Jackson has over two decades of leadership experience, including 17 years in the building products industry, making him an invaluable board member. He deeply understands the Company's business and offers operational, financial and strategic insights to the Board. Career Highlights: ▪ President and Chief Executive Officer (2024 – Present), Executive Vice President and Chief Financial Officer (2016 – 2024), Builders FirstSource, Inc. ▪ Vice President and CFO of Refrigeration Section (2014 – 2016), Vice President, Finance – Financial Planning and Analysis and Mergers and Acquisitions (2013 – 2014), Vice President and CFO of Residential Heating and Cooling Segment (2007 – 2013), Lennox International, Inc. ▪ Multiple financial leadership roles (prior to 2007), SPX Corporation, General Electric, and Gerber Scientific Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Manufacturing, Operational Responsibility, Finance, Business Development and M&A |

  24. Class II — Directors with Terms Expiring in 2025

    | BUILDERS FIRSTSOURCE, INC. | 11 | 2025 PROXY STATEMENT |

  25. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The background and business affiliations of the Corporation’s other directors, whose terms of service continue beyond 2025, as well as the qualifications that led the Board to conclude that such directors should serve as a director of the Corporation, are set forth below:

  26. Class III — Directors with Terms Expiring in 2026

    Class III — Directors with Terms Expiring in 2026

  27. Class III — Directors with Terms Expiring in 2026

    | Director since: 1998 Age: 77 Committee Membership: ▪ Chairman of the Board | PAUL S. LEVY Independent Mr. Levy has vast experience investing in and managing a wide variety of businesses, including other building products companies. He has served on the boards of directors of several public companies. Mr. Levy has also been the CEO of a large company, general counsel of another company, and a practicing lawyer, bringing further breadth to his contributions to the Board. Career Highlights: ▪ Founder and Managing Director, JLL Partners, Inc., a leading private equity firm (1988 – Present) Other Public Company Boards: ▪ Loar Holdings, Inc. (2024 – Present) ▪ Patheon, Inc. (2011 – 2017) ▪ PGT Innovations, Inc. (2006 – 2013) Skills & Qualifications: Building Materials Industry Experience, Finance, Legal, Business Development and M&A |

  28. Class III — Directors with Terms Expiring in 2026

    | BUILDERS FIRSTSOURCE, INC. | 12 | 2025 PROXY STATEMENT |

  29. Class III — Directors with Terms Expiring in 2026

    | Director since: 2025 Age: 60 Committee Membership: ▪ Technology Committee (Member) | CHERYL AINOA Independent Ms. Ainoa is an accomplished product technology-oriented executive with over 25 years of experience with many leading organizations and tech companies. She brings firsthand knowledge and experience in advanced software product development and engineering, product management, and emerging and transformational technologies to the Board. Her past board exposure provides valuable insight to align business operations with future retail and digital trends. Career Highlights: ▪ Executive Vice President, Chief Technology Officer and other senior executive roles, Sam's Club (2020 – February 2025) ▪ Chief Operating Officer, D2L, (2016 – 2020) ▪ Senior Vice President, Product Development, Intuit, (2011 – 2015) ▪ Senior Vice President, Global Service Engineering, and other senior leadership roles (2003 – 2011), Yahoo! ▪ Vice President, Product Development, A&E Television Networks (1998 – 2003) Other Public Company Boards: ▪ Move, Inc. (2014) Skills & Qualifications: IT & Digital Innovation, Public Company Director Experience |

  30. Class III — Directors with Terms Expiring in 2026

    | Director since: 2021 Age: 66 Committee Membership: ▪ Nominating and Corporate Governance Committee (Member) | CORY J. BOYDSTON Independent Ms. Boydston possesses substantial public company accounting and finance experience through her more than 40 years of service in senior and executive management and as a CPA. Most of her experience is in the homebuilding industry, our primary end-market, which qualifies Ms. Boydston to make critical contributions to the Corporation and our Board. Career Highlights: ▪ Director, Audit Committee Member and ESG Committee Member, The New Home Company, a privately held homebuilding company (2023 – Present) ▪ Chief Financial Officer, Ashton Woods USA L.L.C., the largest private homebuilder in the United States (2009 – 2022) ▪ Senior Vice President, Chief Financial Officer and Partner, Starwood Land Ventures, LLC, a real estate investment firm that engages in residential land acquisition, development and financing (2008 – 2009) ▪ Senior Vice President, Finance and Treasury, Beazer Homes USA, Inc. (1998 – 2008) ▪ Chief Financial Officer and other senior executive roles, Lennar Corporation (1987 – 1997) Other Public Company Boards: ▪ BMC Stock Holdings, Inc. (2018 – 2021) Skills & Qualifications: Homebuilding Industry Experience, Finance, Business Development and M&A, , Public Company Experience |

  31. Class III — Directors with Terms Expiring in 2026

    | BUILDERS FIRSTSOURCE, INC. | 13 | 2025 PROXY STATEMENT |

  32. Class III — Directors with Terms Expiring in 2026

    | Director since: 2021 Age: 62 Committee Membership: ▪ Technology Committee (Chair) ▪ Compensation Committee (Member) | JAMES O’LEARY Independent Mr. O’Leary has a depth of business, operations, and financial experience gained from serving as a chief executive officer for multiple manufacturing companies, including a publicly-traded company. He also brings valuable accounting experience to our Board as a licensed CPA (currently inactive in New York). Career Highlights: ▪ Executive Chairman and Interim CEO, DMC Global, Inc., (2024 – Present) ▪ Chairman, Kinematics Manufacturing Company (2015 – Present) ▪ Director, ProSource Plumbing Supply, a plumbing supply company in North Carolina and South Carolina (2022 – Present) ▪ Chairman and Chief Executive Officer, WireCo Worldgroup, Inc., a leading global manufacturer of engineered wire, steel rope, and synthetic rope (2017 – 2019) ▪ Chairman and Chief Executive Officer, Kaydon Corporation, Inc., a diversified global manufacturer of precision industrial goods (2007 – 2013) Other Public Company Boards: ▪ DMC Global, Inc. (2023 – Present) ▪ BMC Stock Holdings, Inc. (2015 – 2021) Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Operational Responsibility, Manufacturing, Finance, Business Development and M&A |

  33. Class III — Directors with Terms Expiring in 2026

    | Director since: 2025 Age: 56 Committee Membership: ▪ Technology Committee (Member) | MARIA RENZ Independent Ms. Renz is a dynamic eCommerce and Technology leader with over 20 years experience leading Fortune 10 companies. At Amazon, she was the first woman to serve as the Technical Advisor to the CEO, and it was her vision for free shipping that ultimately transformed into Amazon Prime. Her board experience spans governance, risk management, and strategy. She is a commercial innovator and brings invaluable technology and digital transformation experience to our Board. Career Highlights: ▪ Vice President and General Manager, Google (Alphabet Inc.) (2023 – Present) ▪ Senior Vice President, North America, Gopuff LLC, a consumer goods and food delivery commerce platform (2022 – 2023) ▪ Executive Vice President, Consumer Finance and Wealth Management, SoFi Technologies, Inc., a personal finance and technology company (2020 – 2022) ▪ Vice President, Worldwide Customer Service and Delivery Experience (2017 – 2020), Vice President and Technical Advisor to the Chief Executive Officer (2015 – 2017), Chief Executive Officer, Quidsi Inc., and other executive and senior leadership roles, Amazon.com, Inc. (1999 – 2015) Other Public Company Boards: ▪ DoorDash, Inc. (2020 – 2022) Skills & Qualifications: IT & Digital Innovation, Public Company Experience |

  34. Class III — Directors with Terms Expiring in 2026

    | BUILDERS FIRSTSOURCE, INC. | 14 | 2025 PROXY STATEMENT |

  35. Class III — Directors with Terms Expiring in 2026

    | Director since: 2006 Age: 68 Committee Membership: ▪ Nominating and Corporate Governance Committee (Chair) ▪ Audit Committee (Member) | CRAIG A. STEINKE Independent Mr. Steinke’s extensive experience at the senior executive management level, including as a Chief Executive Officer, allows him to make significant contributions to the development of the Corporation’s business strategy. He also brings a broad knowledge of accounting and experience as a CPA to the Board’s discussions. Mr. Steinke has also served as a director on numerous boards. Career Highlights: ▪ Executive Chairman and former Chief Executive Officer, Service Logic LLC, a private equity owned company specializing in energy management and HVAC services for office buildings, hospitals, data centers, and other commercial buildings on a national scale (2013 – Present) ▪ Operating Partner, Sterling Investment Partners, a leading private equity firm (2008 – 2017) ▪ Director and Operating Adviser, Lazer Spot Inc., which specialized in providing logistics support to Fortune 500 companies (2010 – 2015) ▪ President and Chief Executive Officer, GPX International Tire Corporation, an international manufacturer and distributor of branded industrial and off road equipment tires (2007 – 2013) ▪ President and Chief Executive Officer, Eagle Family Foods, Inc., a private equity owned consumer products company in the food industry (2001 – 2007) Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Operational Responsibility, Manufacturing, Finance, Marketing, Business Development and M&A |

  36. Class III — Directors with Terms Expiring in 2026

    | BUILDERS FIRSTSOURCE, INC. | 15 | 2025 PROXY STATEMENT |

  37. Class I — Directors with Terms Expiring in 2027

    Class I — Directors with Terms Expiring in 2027

  38. Class I — Directors with Terms Expiring in 2027

    | Director since: 2005 Age: 79 Committee Membership: ▪ Compensation Committee (Chair) ▪ Nominating and Corporate Governance Committee (Member) | CLEVELAND A. CHRISTOPHE Independent Mr. Christophe has substantial financial and management expertise from his long tenure in the finance and banking industries. He also has significant senior management experience in the commercial and industrial service industry. Additionally, Mr. Christophe’s prior service on other public company boards and audit committees positions him to make valuable contributions to the governance and operation of the Board and its committees. Career Highlights: ▪ President, US&S, Inc., a supplier of services and materials primarily to various agencies of the U.S. Government (2009 – 2013) ▪ Managing Partner, TSG Capital Group, a private equity investment firm, which he founded (1992 – 2008) ▪ Senior Vice President, TLC Group, L.P. (1987 – 1988) ▪ Numerous senior positions, Citibank, N.A. (1971 – 1987) ▪ Chartered Financial Analyst since 1975 Skills & Qualifications: CEO/President Leadership Experience, Operational Responsibility, Finance, Marketing, Business Development and M&A |

  39. Class I — Directors with Terms Expiring in 2027

    | Director since: 2019 Age: 59 Committee Membership: ▪ Audit Committee (Chair) | W. BRADLEY HAYES Independent Mr. Hayes has significant public company financial experience. He has over 15 years of experience in senior and executive management and practiced as a CPA for three decades. Through his previous experience as chief financial officer and chairman of the audit committee of publicly-traded companies, Mr. Hayes brings valuable knowledge to the Board and the Audit Committee of the Corporation. Career Highlights: ▪ Executive Vice President, Chief Financial Officer, Treasurer and other various senior positions, Laboratory Corporation of America Holdings (“LabCorp"), a NYSE-listed life sciences company (2005 – 2014) ▪ KPMG Auditor for nine years Other Public Company Boards: ▪ Indaptus Therapeutics, Inc. (2021 – Present) ▪ Patheon, N.V. (2016 – 2018) Skills & Qualifications: Operational Responsibility, Finance, Marketing |

  40. Class I — Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 16 | 2025 PROXY STATEMENT |

  41. Class I — Directors with Terms Expiring in 2027

    | Director since: 1999 Age: 56 Committee Membership: ▪ Compensation Committee (Member) | BRETT N. MILGRIM Independent Mr. Milgrim's expertise centers on all aspects of corporate finance and capital markets. His long tenure on the Board of the Corporation, as well as his service on the boards of two other building products companies, gives him in-depth knowledge of the building products industry and the issues faced by the Corporation. Career Highlights: ▪ Co-Chairman of the Board, Loar Holdings, Inc., a business specializing in the design and manufacture of aerospace components (2017 – Present) ▪ Managing Director, JLL Partners, Inc., a leading private equity firm (1997 – 2011) Other Public Company Boards: ▪ Loar Holdings, Inc. (2017 – Present) ▪ PGT Innovations, Inc. (2003 – 2024) ▪ Horizon Global Corp. (2019 – 2023) Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Business Development and M&A |

  42. Class I — Directors with Terms Expiring in 2027

    | Director since: 2022 Age: 62 Committee Membership: ▪ Technology Committee (Member) | DAVE E. RUSH As the former President and Chief Executive Officer of the Corporation who spent nearly 20 years in various roles, Mr. Rush has extensive knowledge of the Corporation and its operations and finances, which continue to make him an essential board member. Career Highlights: ▪ Special Advisor (2024 – 2025), President and Chief Executive Officer (2022 – 2024), and other senior executive roles including Chief Operating Officer – East, Executive Vice President of the Strategic Management Office, Integration lead for the BMC and ProBuild acquisitions, and Senior Vice President of Strategy and Business Development (1999 – 2022), Builders FirstSource, Inc. Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Operational Responsibility, Finance, Business Development and M&A |

  43. Class I — Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 17 | 2025 PROXY STATEMENT |

  44. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  45. Compensation of Directors

    Compensation of Directors The following table sets forth the cash and other compensation paid by the Corporation to the members of the Board of Directors of the Corporation for all services in all capacities during 2024.

  46. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Cheryl Ainoa(2) | — | — | — | | Mark A. Alexander | 124,677(3) | 174,945 | 299,622 | | Cory J. Boydston | 124,677(3) | 174,945 | 299,622 | | Dirkson R. Charles | 124,677(3) | 174,945 | 299,622 | | Cleveland A. Christophe | 145,000 | 174,945 | 319,945 | | W. Bradley Hayes | 149,751(3) | 174,945 | 324,696 | | Peter M. Jackson(4) | — | — | — | | Paul S. Levy | 269,418(3) | 174,945 | 444,363 | | Brett N. Milgrim | 124,677(3) | 174,945 | 299,622 | | James O’ Leary | 124,677(3) | 174,945 | 299,622 | | Maria Renz(2) | — | — | — | | Dave E. Rush(4) | — | — | — | | Craig A. Steinke | 144,741(3) | 174,945 | 319,686 |

  47. Compensation of Directors

    1. Reflects the aggregate grant date fair value of restricted stock unit awards granted in 2024. The fair value of these awards was determined in accordance with the Compensation – Stock Compensation topic of the Financial Accounting Standards Board Accounting Standards Codification. The fair value of the restricted stock unit awards was equal to the closing price of our Common Stock on the grant date. 2. Mses. Ainoa and Renz were appointed to the Board of Directors effective March 1, 2025 and did not receive any compensation in 2024. 3. As described below under “Director Compensation Program,” Messrs. Alexander, Charles, Hayes, Levy, Milgrim, O’Leary, and Steinke and Ms. Boydston each took their annual cash retainers and any fees for serving on committees in Common Stock for the full year in 2024. Amounts include the grant date fair value of these stock awards. As an employee of the Corporation, neither of Messrs. Jackson and Rush received any compensation for his service as a director in 2024. As a named executive officer, the compensation of each of Messrs. Jackson and Rush received as an employee during 2024 is set forth in “Executive Compensation and Other Information” below.

  48. Compensation of Directors

    | BUILDERS FIRSTSOURCE, INC. | 18 | 2025 PROXY STATEMENT |

  49. Compensation of Directors

    The following table shows the total number of shares of Common Stock underlying restricted stock units held by the members of the Board of Directors of the Corporation (excluding executive officers) as of December 31, 2024:

  50. Compensation of Directors

    | Name | Number of Shares Underlying Restricted Stock Units | | Cheryl Ainoa | — | | Mark A. Alexander | 1,194 | | Cory J. Boydston | 1,194 | | Dirkson R. Charles | 1,194 | | Cleveland A. Christophe | 1,194 | | W. Bradley Hayes | 1,194 | | Paul S. Levy | 1,194 | | Brett N. Milgrim | 1,194 | | James O’Leary | 1,194 | | Maria Renz | — | | Craig A. Steinke | 1,194 |

  51. Director Compensation Program

    Director Compensation Program Under the Amended and Restated Director Compensation Policy, directors are entitled to compensation for their service on the Board if they are not concurrently employed in any capacity by the Corporation or any of its subsidiaries ("Eligible Directors"). Pursuant to the policy, Eligible Directors receive an annual cash retainer of $120,000. In addition, the Chair of the Board receives a cash retainer of $150,000 for service in the role. All annual cash retainers are payable quarterly in advance. Directors receive annual fees for serving on the Board’s committees, but do not receive separate per meeting fees for attending Board or committee meetings. The annual fees for serving on the Board’s committees are as follows:

  52. Director Compensation Program

    | Committee | Chair Fee | Member Fee (non-Chair) | | Audit Committee | $30,000 | $5,000 | | Compensation Committee | $20,000 | $5,000 | | Nominating and Corporate Governance Committee | $20,000 | $5,000 | | Technology Committee | $20,000 | $5,000 |

  53. Director Compensation Program

    Eligible Directors also receive annual grants of restricted stock units. In 2024, the number of shares underlying these awards is determined by dividing a dollar value ($175,000 per year) by the fair market value of our Common Stock on the date of grant. These awards vest in full on the earlier of the first anniversary of the grant date or upon such director’s cessation of service due to death, disability, or retirement. If a new Eligible Director joins the Board, or if an existing director’s status changes to allow him or her to qualify as an Eligible Director, that director will receive a grant of restricted stock units on a pro-rated basis for the remainder of the current director compensation year, which is the year from the date of the prior annual meeting of stockholders to the date of the next annual meeting of stockholders.

  54. Director Compensation Program

    | BUILDERS FIRSTSOURCE, INC. | 19 | 2025 PROXY STATEMENT |

  55. Director Compensation Program

    In lieu of receiving cash retainers, an Eligible Director may elect to receive fully vested shares of Common Stock having a value on the first day of the service quarter for which they are issued approximately equal to the amount of the cash retainer payment he or she would otherwise receive. Such stock grants in lieu of cash retainer payments will be awarded on a quarterly basis at the same time cash retainer payments would be made. Eligible Directors may only elect to receive fully vested shares of Common Stock in lieu of cash retainers during an open trading window and such election does not take effect until the following year. We do not compensate directors for any period of service in which they are not Eligible Directors.

  56. Director Compensation Program

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  57. INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

    INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

  58. INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

    | Name | Board of Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Technology Committee | | Paul S. Levy | Chair | | | | | | Cheryl Ainoa | | | | | | | Mark A. Alexander | | | | | | | Cory J. Boydston | | | | | | | Dirkson R. Charles | | | | | | | Cleveland A. Christophe | | | Chair | | | | W. Bradley Hayes | | Chair | | | | | Peter M. Jackson | | | | | | | Brett N. Milgrim | | | | | | | James O’Leary | | | | | Chair | | Maria Renz | | | | | | | Dave E. Rush | | | | | | | Craig A. Steinke | | | | Chair | |

  59. 2024 Executive Compensation Process

    2024 Executive Compensation Process Role of the Compensation Committee. Under its charter, the Compensation Committee is responsible for (i) reviewing and approving our executive compensation program, (ii) administering our long-term incentive plan, (iii) reviewing the Company’s compensation programs in light of best practices and good corporate governance, (iv) reviewing and approving the Compensation Discussion and Analysis section of our proxy statement, and (v) monitoring the Company’s compensation-related risk. As part of its evaluation process relating to NEO compensation, the Compensation Committee reviewed information compiled by our compensation consultant as well as data compiled by the Company. At meetings held in October 2023 and February 2024, the Compensation Committee approved, and recommended to our Board of Directors for its ratification, the 2024 executive compensation program for executive officers, which included setting 2024 base salaries, approving the 2024 Corporate Incentive Plan, and approving equity incentive awards to be granted in 2024. Role of Executives. Our CEO, CFO, General Counsel, and Chief Talent Officer, as well as members of our Legal, Human Resources, and Finance Departments, assisted the Compensation Committee and the Board in gathering the information needed for their respective reviews of our 2024 executive compensation program. The Compensation Committee and the Board also considered our CEO’s recommendations for our executive officers (other than himself) with respect to the 2024 executive compensation program. Role of the Board of Directors. The Board of Directors is responsible for reviewing and ratifying the decisions and recommendations of the Compensation Committee regarding our executive compensation program. In February 2024, after considering the decisions and recommendations of the Compensation Committee, the Board ratified the 2024 executive officer compensation program. Role of Independent Compensation Consultants. Under its charter, the Compensation Committee is authorized to engage independent outside advisors to assist it in discharging its responsibilities relating to executive compensation. The Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) to perform a comprehensive review of our executive compensation program and to conduct market compensation comparisons for our executive officers to assist the Compensation Committee in designing our 2024 executive compensation program. The Compensation Committee determined that Meridian is independent under applicable SEC rules. While the Compensation Committee takes Meridian’s advice on compensation matters into consideration, the Compensation Committee has the authority and responsibility to make final decisions on our executive compensation program. Market Comparisons. The Compensation Committee annually examines the competitiveness of our executive compensation program to determine how our compensation levels compare to our overall philosophy and target markets. The Compensation Committee retained Meridian to assist in updating our Peer Group (defined below) for purposes of reviewing market compensation comparisons. In our case, peer selection is somewhat difficult due to the lack of publicly-traded companies with whom we compete and the absence of available data for privately-held competitors. In July 2023, Meridian reviewed the Company's compensation Peer Group and determined that the existing group of 20 companies remained appropriate. Accordingly, the Compensation Committee agreed with Meridian’s recommendation and did not make any changes to the Peer Group for purposes of the 2024 compensation cycle. Univar Solutions, Inc. was acquired shortly after the Compensation Committee approved the Peer Group and thus was not included in the 2024 executive compensation market comparison review.

  60. 2024 Executive Compensation Process

    For purposes of the Compensation Committee review of market compensation comparisons for 2024, the primary peer group (“Peer Group”) included the following 19 companies:

  61. 2024 Executive Compensation Process

    | Peer Group Companies | | | Ball Corporation | Owens Corning | | Beacon Roofing Supply, Inc. | PPG Industries, Inc. | | Carrier Global Corporation | PulteGroup, Inc. | | Fortune Brands Home & Security, Inc. | Stanley Black & Decker, Inc. | | Genuine Parts Company | The Sherwin-Williams Company | | Johnson Controls | Trane Technologies plc | | LKQ Corporation | W.W. Grainger, Inc. | | Lennar Corporation | WESCO International, Inc. | | Masco Corporation | Whirlpool Corporation | | Mohawk Industries, Inc. | |

  62. Elements of our Compensation Program

    | | Plan | Purpose | Relevant Performance Metric and Description | | | | Base Salary | To provide fair and competitive compensation for individual performance and level of responsibility of position held. | Individual Performance | | | | 2024 Corporate Annual Incentive Plan | To provide performance-based annual cash awards for Company and divisional performance to motivate and reward key employees for achieving our short-term business objectives and to drive performance. | Mix of metrics, including: ▪ Adjusted EBITDA ▪ Working Capital ▪ Safety (RIR Reduction) ▪ RIC and Safety Training | | | | 2024 Long-Term Incentive Plan: Performance Stock Units (50%) (“PSUs”) | To provide performance-based equity compensation in the form of restricted stock units to maximize stockholder value and retain key employees. | Awards vest at the end of a three-year performance period based on achievement of goals tied to return on invested capital, +/- 10% TSR modifier compared to the Dow Jones U.S. Construction & Materials Index. | | | | 2024 Long-Term Incentive Plan: Restricted Stock Units (50%) (“RSUs”) | To enhance the program’s ability to retain participants and drive long-term behavior by allowing for time-based awards. | The RSUs are time-vested awards that generally vest in equal annual installments on the first three anniversaries of the grant date, subject to the recipient’s continued employment by the Company. | |

  63. Annual Cash Incentives

    Annual Cash Incentives We provide annual cash incentive opportunities to our executive officers that are designed to reward the achievement of financial results measured over the current fiscal year. The Compensation Committee selects the financial performance goals applicable to the annual incentive program, which are based on key financial metrics that are deemed critical to the Company’s near-term success. For 2024, the Compensation Committee implemented an annual cash incentive program for our corporate office leaders, including our NEOs. Under the 2024 Corporate Incentive Plan, a target bonus opportunity for each participant was set as a percentage of base salary determined by their position. Actual bonus amounts that could be earned by our NEOs ranged from 0% (for performance below threshold levels) to a maximum of 200% (for performance at or above maximum levels) of their respective target bonus amounts. Under the 2024 Plan, 85% of a NEO’s bonus potential was based solely on the Company’s achievement of financial goals, while the remaining 15% was based on achievement of Corporate Social Responsibility ("CSR") objectives.

  64. Annual Cash Incentives

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  65. Annual Cash Incentives

    The bonus amounts paid to our NEOs under the 2024 Corporate Incentive Plan are included later in this Compensation Discussion and Analysis section and in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in this Proxy Statement. Additionally, the following table summarizes the metrics, payout targets, achievements, and actual payouts under the 2024 Corporate Incentive Plan for our NEOs:

  66. Annual Cash Incentives

    | | | Payout Targets | | | | Payout (% of Total | | | Metric | Weighting | Threshold | Target | Maximum | Achievement | Target Amount) | | | Corporate Adjusted EBITDA | 70% | $2.24 billion | $2.8 billion | $3.36 billion or greater | $2.33 billion | 28.7% for Messrs. Jackson, Rush, Beckmann and Herron | 31.6% for Mr. Robins(1) | | Working Capital as a Percentage of Sales | 15% | 10.2% | 9.5% | 6.8% or below | 9.0% | 19.2% | | | Safety Goal | 5% | 1.54 RIR | 1.39 RIR | 1.24 RIR | 1.39 RIR | 5.1% for Messrs. Jackson, Rush, Beckmann and Herron | 0% for Mr. Robins(2) | | Safety Training | 5% | 85% Trained | 90% Trained | 100% Trained | 99.9% of corporate and West Division team members | 10% | | | RIC Training | 5% | 85% Trained | 90% Trained | 100% Trained | 99.9% of corporate and West Division team members | 10% | | | Total Payout | | | | | | 73.0% for Messrs. Jackson, Rush, Beckmann and Herron(3) | 70.8% for Mr. Robins |

  67. Annual Cash Incentives

    1. 35% of the Adjusted EBITDA bonus component for Mr. Robins was based on the amount of Adjusted EBITDA earned in 2024 by the West Division, which he oversees. Divisional Adjusted EBITDA targets are competitively sensitive information and not disclosed herein. 2. Mr. Robins' performance was based on the RIR of the West Division and the division did not meet the threshold performance goal. 3. In connection with his appointment as President - Commercial Operations in June 2024, Mr. Cope received a guaranteed bonus payout of 100% of target irrespective of performance under the 2024 Plan. His bonus is reflected in the “Bonus” column of the “Summary Compensation Table” in this Proxy Statement. The Compensation Committee chose Adjusted EBITDA (as defined below) and Working Capital as a Percentage of Sales as the financial performance goals under the 2024 Plan because it believes these metrics provide an effective incentive to maximize financial performance and closely align management awards with Company performance and the financial interests of stockholders. Adjusted EBITDA Metric. The 2024 Plan provided that 70% of the bonuses for Messrs. Jackson, Rush, Beckmann and Herron and 35% of the bonus for Mr. Robins were based on the amount of Adjusted EBITDA earned by the Company for the year as compared to the budgeted target amount of Adjusted EBITDA included in the Company’s 2024 AOP. The other 35% of the Adjusted EBITDA bonus component for Mr. Robins was based on the amount of Adjusted EBITDA earned in 2024 by the West Division, for which Mr. Robins is operationally responsible, as compared to the 2024 AOP. “Adjusted EBITDA” is calculated as earnings before interest, taxes, depreciation, and amortization, as adjusted for other non-recurring and/or non-cash items. The 2024 Plan provided that no bonuses would be earned under the Adjusted EBITDA component unless the Company achieved more than 80% of its Adjusted EBITDA target in the 2024 AOP, as set by the Board of Directors. Any performance between levels was calculated based on the linear interpolation between such levels. The Adjusted EBITDA target included in the 2024 AOP was $2.8 billion. As noted above, the Company achieved Adjusted EBITDA of $2.33 billion for fiscal year 2024, underperforming the target by approximately 17%. Additionally, Adjusted EBITDA for the West Division for fiscal year 2024 was approximately 15% below target. Messrs. Jackson, Rush, Beckmann and Herron earned a payout of 40.9% of the Adjusted EBITDA metric, or 28.7% of total target bonus payout. Mr. Robins

  68. Annual Cash Incentives

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  69. Annual Cash Incentives

    earned a weighted payout of 45.1% of the corporate and West Division Adjusted EBITDA metric, or 31.6% of total target bonus payout. The Adjusted EBITDA-related bonus amounts paid to our NEOs for 2024 are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in this Proxy Statement. Working Capital Metric. Working capital is a measurement of the Company’s operating liquidity and includes funds invested in accounts receivable, product inventories, and accounts payable. The Compensation Committee set the Working Capital as a Percentage of Sales target under the 2024 Plan for the NEOs at 9.5%, which matched the Company’s budgeted working capital target included in the 2024 AOP. This working capital target included both working capital managed at the corporate level (e.g., checks outstanding, corporate accruals, and prepaid assets) and regional working capital results. If the actual working capital percentage for the year was lower than the target, the bonus payment would increase. If the actual working capital percentage was higher than the target, the bonus payment would decrease. Under the 2024 Plan, the Company had to achieve at least 80% of the 2024 working capital target (or a maximum of 10.2% Working Capital as a Percentage of Sales) to trigger any payment. Any performance between levels was calculated based on the linear interpolation between such levels. The Company achieved a 9.0% Working Capital as a Percentage of Sales result for 2024, approximately 5.6% above the 2024 AOP target. For purposes of this component of the 2024 Plan, the performance of all NEOs was determined based on results of the entire Company. Each of our NEOs earned a payout of 128.1% of the Working Capital metric, or 19.2% of total target bonus payout. Safety Component. The safety of the Company’s employees is one of the Company’s core values, and the Compensation Committee believes it is a critical component of the Company’s success. Therefore, in addition to the Adjusted EBITDA and Working Capital metrics described above, the Compensation Committee decided that the 2024 Plan should continue to include the reduction of the Company’s RIR as a component of our 2024 Plan. The Compensation Committee set an RIR target under the 2024 Plan at 1.39, representing a 10% reduction from the Company’s prior year RIR, and a 1.54 RIR threshold to trigger any payment under the 2024 Plan, which was the Company’s 2023 RIR performance. Any performance between levels was calculated based on the linear interpolation between such levels. The Compensation Committee, in consultation with our CEO, set this objective on a company-wide basis based on regional and divisional targets. For purposes of this component of the 2024 Plan, the performance of Messrs. Jackson, Rush, Beckmann and Herron was determined based on the RIR target for the overall performance of the entire Company during 2024. The Company’s RIR in 2024 was 1.39, a 10% improvement from the prior year. Mr. Robins' performance was based on the RIR of the West Division and the division did not meet the threshold performance goal. Safety Training Component. In addition to striving to reduce the Company's RIR, management recommended to the Compensation Committee that all team members undertake a safety training course tailored to team members working in the field and in a corporate environment. Accordingly, the Compensation Committee included in the 2024 Plan safety training for the Company’s workforce as a component of our NEO bonus program. For 2024, the Compensation Committee set an 85% training target to trigger any payment under the 2024 Plan. Any performance between levels was calculated based on the linear interpolation between such levels. For purposes of this component of the 2024 Plan and similar to the RIC training component, the performance of Messrs. Jackson, Rush, Beckmann and Herron was determined based on the percentage of all Company team members trained during 2024. The performance of Mr. Robins was determined based on the percentage of all team members trained during 2024 in the West Division. In 2024, 99.9% of all Company team members and West Division team members completed safety training, which resulted in a 10% total target bonus payout to Messrs. Jackson, Rush, Beckmann, Herron and Robins. RIC Training Component. The Compensation Committee recognizes the importance of fostering a respectful and inclusive environment for the Company’s team members. Accordingly, the Compensation Committee included in the 2024 Plan RIC

  70. Annual Cash Incentives

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  71. Annual Cash Incentives

    training for the Company’s workforce as a component of our NEO bonus program. For 2024, the Compensation Committee set an 85% training target to trigger any payment under the 2024 Plan. Any performance between levels was calculated based on the linear interpolation between such levels. For purposes of this component of the 2024 Plan, the performance of Messrs. Jackson, Rush, Beckmann and Herron was determined based on the percentage of all Company team members trained during 2024. The performance of Mr. Robins was determined based on the percentage of all team members trained during 2024 in the West Division. In 2024, 99.9% of all Company team members and West Division team members completed RIC training, which resulted in a 10% total target bonus payout to Messrs. Jackson, Rush, Beckmann, Herron and Robins. Overall Payout. As a result of the Company’s 2024 financial performance, as well as the substantial achievement by our executive team of the operational objectives described above, our NEOs received aggregate bonuses as follows:

  72. Annual Cash Incentives

    | Name | 2024 Target Bonus (percentage of salary) | 2024 Target Amount | Percentage of 2024 Target Bonus Earned | 2024 Actual Bonus Earned | | Peter M. Jackson | 127% | $955,909 | 73.0% | $697,161 | | Dave E. Rush | 150% | $1,446,721 | 73.0% | $1,059,209 | | Pete R. Beckmann | 100% | $375,135 | 73.0% | $273,789 | | Steve J. Herron | 125% | $824,731 | 73.0% | $603,029 | | Scott L. Robins | 100% | $588,489 | 70.8% | $417,512 | | Johnny Cope | 100% | $525,000 | 100.0% | $525,000 |

  73. Annual Cash Incentives

    The bonus amounts paid to our NEOs for 2024 are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in this Proxy Statement. The target amounts reflect the weighted salaries of our NEOs during 2024. Mr. Jackson's target bonus percentage reflects his weighted percentage in 2024.

  74. Long-Term Equity Incentives

    Long-Term Equity Incentives 2024 LTIP Grants. A key component of our executive compensation program consists of equity-based incentives to reward long-term strategic accomplishments and enhance long-term stockholder value. We believe that long-term incentive compensation performs an essential role in attracting and retaining talented executives and providing them with incentives to maximize stockholder value. In 2024 and similar to prior years, the Compensation Committee decided to grant PSUs and RSUs, consistent with our practice in recent years. These award vehicles were selected by the Compensation Committee due to their retention value and the performance link to our stock price. Effective March 15, 2024, the Compensation Committee and the Board approved equity awards to key managers, including our NEOs, in order to promote retention and provide incentive to management to maximize the Company’s financial performance over an extended period. 50% of the awards were RSUs and 50% were PSUs, as described below: ▪ Time-Vesting. The RSUs vest over three years in equal annual installments. Performance-Vesting. The PSUs vest in full on the third anniversary of the grant date based on the Company’s achievement of annual and three-year ROIC targets, with the payout subject to a modifier if the Company’s TSR significantly outperforms or underperforms the TSR of our Peer Group over the three-year measurement period.

  75. Long-Term Equity Incentives

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  76. Long-Term Equity Incentives

    The Compensation Committee chose the foregoing performance metrics for the PSU grants to each NEO to (i) incentivize our executive team to grow the Company’s ROIC in conjunction with the Adjusted EBITDA and Working Capital financial metrics utilized in our 2024 Corporate Incentive Plan and (ii) ensure that our NEOs’ financial interests are aligned with those of our stockholders over an extended period. The Compensation Committee determined that 50% of the award to each NEO should be RSUs that vest based on continued employment with the Company because it views retention of key management talent as a critical function of our long-term equity incentive program. The target value of the RSU and PSU awards made to each NEO for 2024 was as follows:

  77. Long-Term Equity Incentives

    | Name | Target Value of Award | | Peter M. Jackson | $1,750,000 | | Dave E. Rush | $6,000,000 | | Pete R. Beckmann | $300,000 | | Steve J. Herron | $1,500,000 | | Scott L. Robins | $1,250,000 | | Johnny Cope | $1,000,000 |

  78. Long-Term Equity Incentives

    The restricted stock unit awards granted to our NEOs in 2024 are reflected in the “2024 Grants of Plan-Based Awards” table later in this Proxy Statement. Performance Measurement – ROIC Component. The Compensation Committee believes that ROIC is an effective metric to measure the Company’s efficiency at allocating capital and generating returns for stockholders. In establishing a long-term performance goal, the Compensation Committee and management believe it is appropriate to incentivize immediate and continued performance against pre-established goals. Additionally, as we operate in a cyclical industry, it is important to mitigate large swings in performance (either up or down). As such, the ROIC incentive plan was designed to reward for three individual performance years based on continual improvement from prior year results as well as the achievement against a pre-set three-year objective. This provides the appropriate balance between year-over-year improvement and long-term sustained performance. In 2024, the Compensation Committee, management and Meridian reviewed ROIC as the primary metric and determined that it continues to be the most effective metric for the Company's long-term incentive plan. ROIC is defined as:

  79. Long-Term Equity Incentives

    | Adjusted EBIT | | (Total Debt + Finance and Operating Lease Obligations – Cash and Cash Equivalents + Stockholders’ Equity)* |

  80. Long-Term Equity Incentives

    * Calculated based on trailing four quarter average for each of the annual tranches ROIC performance is measured over four separate measurement tranches: an annual ROIC measurement for each of 2024-2026 and a cumulative ROIC measurement for performance over the three-year period.

  81. Long-Term Equity Incentives

    | Measurement Tranche | Weight | | 2024 ROIC | 25% | | 2025 ROIC | 25% | | 2026 ROIC | 25% | | 3-year Avg. ROIC (2024-2026) | 25% |

  82. Long-Term Equity Incentives

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  83. Long-Term Equity Incentives

    For each tranche, payout would begin at 50% of the target award for achievement of the threshold performance goal, would increase to 100% of the target award for achievement of the target performance goal, and would be capped at 200% of the target award for achievement of the maximum performance goal. There will be no payout for a tranche where the minimum goal is not met. Payout percentages between targets would be determined by linear interpolation. The payout scale is set forth in the following table.

  84. Long-Term Equity Incentives

    | Tranche | Minimum (50% Payout) | Full Payout (100% Payout) | Maximum (200% Payout) | | 2024 ROIC | 1.5% less than 2024 AOP ROIC Target | 2024 AOP ROIC Target | Minimum Payout Threshold + 7.5% Improvement | | 2025 ROIC | 2024 Actual ROIC | 2024 Actual ROIC + 1.5% Improvement | 2024 Actual ROIC + 7.5% Improvement | | 2026 ROIC | 2025 Actual ROIC | 2025 Actual ROIC + 1.5% Improvement | 2025 Actual ROIC + 7.5% Improvement | | 3-year Avg. ROIC | 2024 AOP ROIC Target | 2024 AOP ROIC Target + 1.5% Improvement | 2024 AOP ROIC Target + 7.5% Improvement |

  85. Long-Term Equity Incentives

    As mentioned above, the Company’s TSR measured over the three-year vesting period of the awards will be used as a modifier rather than a primary metric. TSR performance is measured against the companies that comprise the Dow Jones U.S. Construction & Materials Index. If the Company’s TSR is in the bottom 25% percentile of the companies in the index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. Any payouts generated by the 2024 and 2025 tranches are subject to additional time-based vesting requirements such that they would vest upon the conclusion of the three-year performance period, provided that our NEOs remain employed by the Company for the full three-year period of the grant. Vesting of 2022 PSUs. In February 2022, the Compensation Committee granted PSUs to Messrs. Jackson, Beckmann, Herron and Robins, which paid out based on the scales set forth in the following table and aligned with the Company's long range plan targets at the time:

  86. Long-Term Equity Incentives

    | Tranche | Minimum (50% Payout) | Target Payout (100% Payout) | Maximum (200% Payout) | | 2022 ROIC | 23.7% | 25.7% | 29.7% | | 2023 ROIC | 17.9% | 19.9% | 23.9% | | 2024 ROIC | 19.9% | 21.9% | 25.9% | | 3-year Avg. ROIC | 20.5% | 22.5% | 26.5% |

  87. Long-Term Equity Incentives

    Payout percentages between targets are linear. Additionally, the awards were subject to a TSR modifier. TSR performance was measured against the companies that comprised the Dow Jones U.S. Construction & Materials Index at the end of the performance period. If the Company’s TSR was in the bottom 25% percentile of the companies in the index, the payout based on the ROIC percentage would be reduced by 10%. If the Company’s TSR was in the top 25% percentile of that group, the payout based on the ROIC percentage would be increased by 10%.

  88. Long-Term Equity Incentives

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  89. Long-Term Equity Incentives

    The performance period for the PSUs concluded on December 31, 2024. The Company achieved the following ROIC metrics set forth in the following:

  90. Long-Term Equity Incentives

    | Tranche | Target Payout | Actual | Weighted Percentage Payout | | 2022 ROIC | 25.7% | 44.3% | 50% | | 2023 ROIC | 19.9% | 27.9% | 50% | | 2024 ROIC | 21.9% | 20.7% | 18% | | 3-year Average ROIC | 22.5% | 31.0% | 50% | | Total ROIC Payout | | | 168% |

  91. Long-Term Equity Incentives

    Additionally, the Company’s TSR over the three-year period was 66.8%, which ranked sixth within the selected peer group and in the top quartile. Accordingly, the 168% ROIC attainment percentage increased by 16.8% (10% of the 168% ROIC attainment percentage) for a total payout of 184.8% of target amounts for each of Messrs. Jackson, Beckmann, Herron and Robins. Actual share payout amounts are reflected in the “2024 Outstanding Equity Awards at Year-End” table of this Proxy Statement.

  92. Chief Executive Officer and Chief Financial Officer Transitions in 2024

    Chief Executive Officer and Chief Financial Officer Transitions in 2024 Dave E. Rush retired as the Company’s Chief Executive Officer after 25 years of dedicated service to the Company, effective November 6, 2024. Mr. Rush remains on the Company’s Board of Directors, and continued as a special advisor to the Company through March 2025. Mr. Rush received $50,000 per month for serving as a special advisor, and following his term as a special advisor, he receives compensation as a non-employee member of the Board of Directors pursuant to the Company’s Director Compensation Program. Peter M. Jackson, the Company’s former Executive Vice President and Chief Financial Officer, was appointed President and Chief Executive Officer to succeed Mr. Rush, effective November 6, 2024. In connection with his promotion, the Compensation Committee increased Mr. Jackson’s annual salary to $1,000,000 and set his annual cash incentive target award equal to 135% of his base salary. In addition, Mr. Jackson received a grant of restricted stock units having a value equal to $6,500,000 in the first quarter of 2025 as part of the Company’s regular equity award grant cycle. One-half of these restricted stock units were time-based (vesting in equal annual installments on the first three anniversaries of the grant date) and the other half were performance-based (vesting on the third anniversary of the grant date, subject to achievement of performance goals). Pete R. Beckmann, the Company’s former Senior Vice President of Financial Planning & Analysis, was appointed Chief Financial Officer to succeed Mr. Jackson, effective November 6, 2024. In connection with his promotion, the Compensation Committee increased Mr. Beckmann’s annual salary to $600,000 and set his annual cash incentive target award equal to 100% of his base salary. In addition, Mr. Beckmann received a grant of restricted stock units having a value

  93. Chief Executive Officer and Chief Financial Officer Transitions in 2024

    equal to $1,750,000 in the first quarter of 2025 as part of the Company’s regular equity award grant cycle. One-half of these restricted stock units were time-based (vesting in equal annual installments on the first three anniversaries of the grant date) and the other half were performance-based (vesting on the third anniversary of the grant date, subject to achievement of performance goals).

  94. Post-Termination Compensation

    Post-Termination Compensation The Board believes that severance benefits are necessary in order to attract and retain the caliber and quality of executive that the Company needs in its most senior positions. In February 2023, the Board of Directors approved and adopted the Builders FirstSource, Inc. Executive and Key Employee Severance Plan (the “Severance Plan”), which provides for severance payments and benefits to certain key employees of the Company if their employment is involuntarily terminated under certain circumstances. Under the Severance Plan, participants are grouped into three tiers of benefits, as selected and designated by the Compensation Committee. The Compensation Committee designated the following named executive officers to participate in the Severance Plan: Peter Jackson, as a Tier I Participant; and Pete Beckmann, Steve Herron, Scott Robins, and Johnny Cope, as Tier II Participants. Dave Rush waived his rights under the Severance Plan in connection with this retirement as President and CEO in November 2024. Upon acknowledgment by such named executive officers of their participation in the Severance Plan, any existing employment agreement between the Company and such named executive officer was terminated. As a condition to participating in the Severance Plan, a participant must enter into a restrictive covenant agreement that includes non-competition, customer non-solicitation and employee non-recruitment provisions, that will apply for a period of 24 months, in the case of a Tier I Participant, or 18 months, in the case of a Tier II Participant, following the participant’s termination of employment and subject in each case to applicable limitations under state law. The Board determined that implementation of the Severance Plan is in the best interests of the Company insofar as it permits the Company to achieve its goals of attracting and retaining the best possible executive talent while obtaining post-employment non-competition and non-solicitation covenants from executive officers. Under the Severance Plan, if a participating executive’s employment is terminated by the Company without cause or by the participant for good reason (as such terms are defined in the Severance Plan), and the termination does not occur within the 3-month period prior to or the 24-month period following a change in control of the Company, the participant will be entitled to certain severance payments and benefits (“Regular Severance Benefits”). The Regular Severance Benefits include cash payments of the following amounts: (1) a pro rata annual bonus (based on actual results for the full fiscal year), (2) a severance payment equal to 2.0 times, in the case of a Tier I Participant, or 1.5 times, in the case of a Tier II Participant, the participant’s base salary and target annual bonus, and (3) a payment equal to the cost to provide group health benefits to the participant (less the active-employee rate for such coverage) for 24 months, in the case of a Tier I Participant, or 18 months, in the case of a Tier II Participant (based on group health benefits sponsored by the Company and maintained by the participant as of the termination date). In addition, the participant’s outstanding stock options, restricted stock units and other stock awards with time-based vesting restrictions will become vested and exercisable as to a pro rata portion of the number of awards that otherwise would have become vested on the award's next regularly scheduled vesting date, and a pro rata portion of the participant’s outstanding performance-based stock awards will be deemed vested and earned based on the actual level of achievement of all relevant performance measures as of the end of the regular performance period. If a participating executive’s employment is terminated by the Company without cause or by the participant for good reason, and the termination occurs within the 3-month period prior to or the 24-month period following a change in control of the Company, the participant will be entitled to certain severance payments and benefits (“Change in Control Severance Benefits”). The Change in Control Severance Benefits include lump sum cash payments of the following amounts: (1) a pro rata target annual bonus, (2) a severance payment equal to 2.5 times, in the case of a Tier I Participant, or 2.0 times, in the case of a Tier II Participant, the participant’s base salary and target annual bonus, and (3) a payment equal to the cost to provide group health benefits to the participant (less the active-employee rate for such coverage) for

  95. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards Although we have not adopted a formal policy regarding the timing of equity award grants, the Compensation Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates.

  96. Summary Compensation Table

    Summary Compensation Table The following table sets forth the cash and other compensation that we paid to our NEOs, or that was otherwise earned by our NEOs, for their services in all capacities during 2024, 2023 and 2022.

  97. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Bonus ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Peter M. Jackson | 2024 | 752,672 | 1,782,722(1) | — | 697,161(3) | 10,350(8) | 3,242,905 | | Chief Executive Officer | 2023 | 685,785 | 1,539,730 | — | 1,355,658 | 9,900 | 3,591,073 | | and President(4) | 2022 | 655,000 | 3,018,612 | 150,000 | 1,202,273 | 9,150 | 5,035,035 | | Dave E. Rush | 2024 | 1,040,000 | 6,112,772(1) | — | 1,059,209(3) | 86,504(9) | 8,298,485 | | Former Chief Executive Officer | 2023 | 1,000,000 | 4,102,537 | — | 2,993,554 | 9,900 | 8,105,991 | | and President(5) | 2022 | 586,589 | 499,990 | 150,000 | 1,214,970 | 9,200 | 2,460,749 | | Pete R. Beckmann | 2024 | 375,405 | 305,519(1) | — | 273,789(3) | 10,350(8) | 965,063 | | Executive Vice President and | | | | | | | | | Chief Financial Officer(6) | | | | | | | | | Steve J. Herron | 2024 | 668,750 | 1,528,189(1) | — | 603,029(3) | 18,862(10) | 2,818,830 | | Chief Operating Officer | 2023 | 595,763 | 1,925,801 | — | 1,193,036 | 17,054 | 3,731,654 | | Scott L. Robins | 2024 | 593,164 | 1,273,461 | — | 417,512 | 10,350(8) | 2,294,487 | | President – West Division | 2023 | 570,350 | 1,026,458(1) | — | 1,129,543(3) | 9,900 | 2,736,251 | | | 2022 | 550,000 | 1,809,898 | 150,000 | 1,009,470 | 9,200 | 3,528,568 | | Johnny Cope | 2024 | 525,000 | 1,137,957(1) | 793,000(2) | — | 90,638(11) | 2,546,595 | | President – Commercial Operations(7) | | | | | | | |

  98. Summary Compensation Table

    1. Unless otherwise noted, reflects the aggregate grant date fair value of restricted stock unit awards, which for 2024 included both time-based vesting and performance-based vesting RSUs. The fair value of these awards was determined in accordance with the Compensation – Stock Compensation topic of the Financial Accounting Standards Board Accounting Standards Codification. The grant date fair value of time-based vesting RSUs was equal to the closing price of our Common Stock on the grant date. The grant date fair value of the performance-based vesting RSUs, utilizing an annual return on invested capital (“ROIC”) measurement for each of 2024-2026 individually and a cumulative ROIC measurement for performance over that three-year period, and subject to a total shareholder return modifier, was determined using the Monte Carlo simulation model, which is based on a number of factors. If achievement of the highest level of performance conditions is assumed, the grant date fair value of the awards to Messrs. Jackson, Rush, Herron, Beckmann, Robins and Cope would increase by $1,089,251, $3,735,339, $186,694, $933,713, $778,175 and $765,518, respectively. The weighted average assumptions used in determining the grant date fair value of these awards are set forth in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 2. Amount reflects a sign-on bonus for Mr. Cope's appointment as President – Commercial Operations in June 2024. In addition, Mr. Cope was guaranteed a fixed payout amount under the 2024 Corporate Annual Incentive Plan pursuant to the terms of his appointment as President – Commercial Operations. 3. Reflects cash incentive awards earned under the 2024 Corporate Annual Incentive Plan. For information regarding our 2024 Corporate Annual Incentive Plan, see the discussion in the “Compensation Discussion and Analysis” section above. 4. Mr. Jackson was appointed President and Chief Executive Officer on November 6, 2024. 5. Mr. Rush retired as President and Chief Executive Officer on November 6, 2024, and served as a special advisor to the Company until March 2025. 6. Mr. Beckmann was appointed Chief Financial Officer on November 6, 2024. 7. Mr. Cope was appointed President - Commercial Operations on June 17, 2024. 8. Amount reflects $10,350 in employer contributions to executive’s 401(k) plan. 9. Amount reflects $10,350 in employer contributions to Mr. Rush’s 401(k) plan and $76,154 in special advisor fees. 10. Amount reflects $9,262 in employer contributions to Mr. Herron’s 401(k) plan and $9,600 in auto allowance payments. Amount reflects $909 in employer contributions to Mr. Cope’s 401(k) plan and $89,729 in relocation expenses.

  99. Summary Compensation Table

    | BUILDERS FIRSTSOURCE, INC. | 53 | 2025 PROXY STATEMENT |

  100. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table below sets forth the individual grants of plan-based awards made to each of our NEOs during 2024.

  101. 2024 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Award(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Peter M. Jackson | | | | | | | | | | | | 2024 Plan | | | 11,949 | 955,909 | 1,911,818 | | | | | | | RSU | 3/15/24 | 2/20/24 | | | | | | | 4,476(4) | $875,013 | | PSU | 3/15/24 | 2/20/24 | | | | 503 | 4,475 | 9,845 | | $907,709 | | Dave E. Rush | | | | | | | | | | | | 2024 Plan | | | 18,084 | 1,446,721 | 2,893,442 | | | | | | | RSU | 3/15/24 | 2/20/24 | | | | | | | 15,346(4) | $2,999,990 | | PSU | 3/15/24 | 2/20/24 | | | | 1,726 | 15,346 | 33,761 | | $3,112,783 | | Pete R. Beckmann | | | | | | | | | | | | 2024 Plan | | | 4,689 | 375,135 | 750,270 | | | | | | | RSU | 3/15/24 | 2/20/24 | | | | | | | 767(4) | $149,941 | | PSU | 3/15/24 | 2/20/24 | | | | 86 | 767 | 1,687 | | $155,578 | | Steve J. Herron | | | | | | | | | | | | 2024 Plan | | | 10,309 | 824,731 | 1,649,462 | | | | | | | RSU | 3/15/24 | 2/20/24 | | | | | | | 3,837(4) | $750,095 | | PSU | 3/15/24 | 2/20/24 | | | | 461 | 3,836 | 8,439 | | $778,094 | | Scott L. Robins | | | | | | | | | | | | 2024 Plan | | | 7,356 | 588,489 | 1,176,978 | | | | | | | RSU | 3/15/24 | 2/20/24 | | | | | | | 3,197(4) | $624,982 | | PSU | 3/15/24 | 2/20/24 | | | | 359 | 3,197 | 7,033 | | $648,479 | | Johnny Cope | | | | | | | | | | | | 2024 Plan | | | — | — | — | | | | | | | RSU | 7/18/24 | 6/3/24 | | | | | | | 3,146(4) | $500,025 | | PSU | 7/18/24 | 6/3/24 | | | | 353 | 3,145 | 6,919 | | $637,932 |

  102. 2024 Grants of Plan-Based Awards

    1. Represents threshold, target, and maximum payout levels for 2024 performance under the 2024 Corporate Annual Incentive Plan. The threshold amount for each of Messrs. Jackson, Rush, Beckmann, Herron and Robins represents the minimum amount that could be paid under the 2024 Corporate Annual Incentive Plan, which would occur if the Company only achieved the minimum payout under the Safety metric (1.25% of total target bonus). Mr. Cope was guaranteed a fixed payout amount under the 2024 Corporate Annual Incentive Plan pursuant to the terms of his appointment as President – Commercial Operations in June 2024. For more information regarding the 2024 Corporate Annual Incentive Plan, see the discussion in the “Compensation Discussion and Analysis” section above. Reflects awards of performance-based vesting RSUs under the 2014 Incentive Plan. Each award vests on the third anniversary of the grant date based on four separate performance measures: an annual return on invested capital (“ROIC”) measurement for each of 2024-2026 and a cumulative ROIC measurement for performance over that three-year period. For 2024, (i) minimum payout requires achieving no more than a 1.5% reduction of the 2024 ROIC target set forth in the 2024 AOP, (ii) full payout requires achieving the 2024 ROIC target set forth in the 2024 AOP, and (iii) maximum payout requires achieving a 7.5% improvement over the minimum payout threshold. For each of 2025 and 2026, (i) minimum payout requires achieving the actual ROIC performance for the prior year, (ii) full payout requires achieving the actual ROIC performance for the prior year plus a 1.5% improvement, and (iii) maximum payout requires achieving a 7.5% improvement over the actual ROIC performance for the prior year. For the three-year average tranche, (i) minimum payout requires achieving 2024 ROIC target set forth in the 2024 AOP, (ii) the full payout target is a 1.5% increase over that minimum target, and (iii) the maximum target is a 7.5% increase above the minimum payout threshold. The specific targets are set forth in the discussion in the “Compensation Discussion and Analysis” section above. Additionally, the awards are subject to a total shareholder return (“TSR”) modifier. If the Company’s TSR is in the bottom 25% percentile of the companies in the Dow Jones U.S. Construction & Materials Index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%.

  103. 2024 Grants of Plan-Based Awards

    | BUILDERS FIRSTSOURCE, INC. | 54 | 2025 PROXY STATEMENT |

  104. 2024 Grants of Plan-Based Awards

    Reflects the aggregate grant date fair value of restricted stock unit awards granted in 2024. The fair value of these awards was determined in accordance with the Compensation — Stock Compensation topic of the Financial Accounting Standards Board Accounting Standards Codification. For time-based vesting RSUs, the grant date fair value of such RSUs is equal to the closing price of our Common Stock on the grant date. The grant date fair value of performance-based vesting RSUs was determined using the Monte Carlo simulation model, which is based on a number of factors. The weighted average assumptions used in determining the grant date fair value of these awards are set forth in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 4. Reflects awards of time-based vesting RSUs under the 2014 Incentive Plan. Each award vests in three equal annual installments on March 15, 2025, 2026, and 2027.

  105. 2024 Outstanding Equity Awards at Year-End

    2024 Outstanding Equity Awards at Year-End The following table provides information concerning equity awards that are outstanding as of December 31, 2024 for each of our NEOs.

  106. 2024 Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Peter M. Jackson | | | | | | 2022 RSU | 3,621(2) | 517,550 | | | | 2022 PSU | | | 20,071(3) | 2,868,748 | | 2023 RSU | 6,287(4) | 898,601 | | | | 2023 PSU | | | 9,430(5) | 1,347,830 | | 2024 RSU | 4,476(6) | 639,755 | | | | 2024 PSU | | | 4,475(7) | 639,612 | | Dave E. Rush | | | | | | 2023 RSU | 16,206(4) | 2,316,324 | | | | 2023 PSU | | | 24,307(5) | 3,474,200 | | 2024 RSU | 15,346(6) | 2,193,404 | | | | 2024 PSU | | | 15,346(7) | 2,193,404 | | Pete R. Beckmann | | | | | | 2022 RSU | 664(2) | 94,906 | | | | 2022 PSU | | | 3,679(3) | 525,839 | | 2023 RSU | 1,048(4) | 149,791 | | | | 2023 PSU | | | 1,571(5) | 224,543 | | 2024 RSU | 767(6) | 109,627 | | | | 2024 PSU | | | 767(7) | 109,627 | | Steve J. Herron | | | | | | 2022 RSU | 1,931(2) | 275,998 | | | | 2022 PSU | | | 10,703(3) | 1,529,780 | | 2023 RSU | 4,192(4) | 599,163 | | | | 2023 PSU | | | 6,286(5) | 898,458 | | 2023 RSU | 792(8) | 113,201 | | | | 2023 PSU | | | 1,187(9) | 169,658 | | 2024 RSU | 3,837(6) | 548,422 | | | | 2024 PSU | | | 3,836(7) | 548,279 | | Scott L. Robins | | | | | | 2022 RSU | 1,931(2) | 275,998 | | | | 2022 PSU | | | 10,703(3) | 1,529,780 | | 2023 RSU | 4,192(4) | 599,163 | | | | 2023 PSU | | | 6,286(5) | 898,458 | | 2024 RSU | 3,197(6) | 456,947 | | | | 2024 PSU | | | 3,197(7) | 456,947 | | Johnny Cope | | | | | | 2024 RSU | 3,146(10) | 449,658 | | | | 2024 PSU | | | 3,145(11) | 449,515 |

  107. 2024 Outstanding Equity Awards at Year-End

    1. Reflects the value as calculated using the closing market price of our Common Stock as of December 31, 2024 ($142.93). 2. Restricted stock units awarded to the executive on February 17, 2022 under the 2014 Incentive Plan. The restricted stock units vested in three equal annual installments on each of February 17, 2023, 2024, and 2025. Each restricted stock unit converted into one share of common stock upon vesting. Restricted stock units awarded to the executive on February 17, 2022 under the 2014 Incentive Plan. The award vested on February 17, 2025 based on four separate performance measures: an annual return on invested capital (“ROIC”) measurement for each of 2022-2024 and a cumulative ROIC measurement for performance over that three-year period. For each of the annual tranches and the three-year average tranche, target payout aligns with ROIC targets in the Company’s LRP. For 2022, (i) minimum payout requires achieving a 23.7% ROIC, (ii) full payout requires achieving a 25.7% ROIC, and (iii) maximum payout requires achieving a 29.7% ROIC. For 2023, (i) minimum payout requires achieving a 17.9% ROIC, (ii) full payout requires achieving a 19.9% ROIC, and (iii) maximum payout requires achieving a 23.9% ROIC. For 2024, (i) minimum payout requires achieving a 19.9% ROIC, (ii) full payout requires achieving a 21.9% ROIC, and (iii) maximum payout requires achieving a 25.9% ROIC. For the three-year average tranche, (i) minimum payout requires achieving a 20.5% ROIC, (ii) full

  108. 2024 Outstanding Equity Awards at Year-End

    | BUILDERS FIRSTSOURCE, INC. | 56 | 2025 PROXY STATEMENT |

  109. 2024 Outstanding Equity Awards at Year-End

    payout requires achieving a 22.5% ROIC, and (iii) maximum payout requires achieving a 26.5% ROIC. Additionally, the awards are subject to a TSR modifier. If the Company’s TSR is in the bottom 25% percentile of the companies in the Dow Jones U.S. Construction & Materials Index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. The performance period has been completed and the amounts reflected are the actual amounts earned. Restricted stock units awarded to the executive on March 15, 2023 under the 2014 Incentive Plan. The restricted stock units vest in three equal annual installments on each of March 15, 2024, 2025, and 2026. Each restricted stock unit converts into one share of common stock upon vesting. 5. Restricted stock units awarded to the executive on March 15, 2023 under the 2014 Incentive Plan. The award vests on March 15, 2026 based on four separate performance measures: an annual return on invested capital (“ROIC”) measurement for each of 2023-2025 and a cumulative ROIC measurement for performance over that three-year period. For 2023, (i) minimum payout requires achieving no more than a 15% reduction of the 2023 ROIC target set forth in the 2023 AOP, (ii) full payout requires achieving the 2023 ROIC target set forth in the 2023 AOP, and (iii) maximum payout requires achieving a 40% improvement over the 2023 ROIC target set forth in the 2023 AOP. For each of 2024 and 2025, (i) minimum payout requires achieving the actual ROIC performance for the prior year, (ii) full payout requires achieving the actual ROIC performance for the prior year plus a 15% improvement, and (iii) maximum payout requires achieving a 40% improvement over the actual ROIC performance for the prior year. For the three-year average tranche, (i) minimum payout requires achieving 2023 ROIC target set forth in the 2023 AOP, (ii) the full payout target is a 15% increase over that minimum target, and (iii) the maximum target is a 40% increase above the minimum payout threshold. Payout percentages between targets are linear. Additionally, the awards are subject to a TSR modifier. If the Company’s TSR is in the bottom 25% percentile of the companies in the Dow Jones U.S. Construction & Materials Index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. The amounts reflected assume target payouts excluding any TSR modifier. 6. Restricted stock units awarded to the executive on March 15, 2024 under the 2014 Incentive Plan. The restricted stock units vest in three equal annual installments on each of March 15, 2025, 2026, and 2027. Each restricted stock unit converts into one share of common stock upon vesting. 7. Restricted stock units awarded to the executive on March 15, 2024 under the 2014 Incentive Plan. The award vests on March 15, 2027 based on four separate performance measures: an annual return on invested capital (“ROIC”) measurement for each of 2024-2026 and a cumulative ROIC measurement for performance over that three-year period. For 2024, (i) minimum payout requires achieving no more than a 1.5% reduction of the 2024 ROIC target set forth in the 2024 AOP, (ii) full payout requires achieving the 2024 ROIC target set forth in the 2024 AOP, and (iii) maximum payout requires achieving a 7.5% improvement over the minimum payout threshold. For each of 2025 and 2026, (i) minimum payout requires achieving the actual ROIC performance for the prior year, (ii) full payout requires achieving the actual ROIC performance for the prior year plus a 1.5% improvement, and (iii) maximum payout requires achieving a 7.5% improvement over the actual ROIC performance for the prior year. For the three-year average tranche, (i) minimum payout requires achieving 2024 ROIC target set forth in the 2024 AOP, (ii) the full payout target is a 1.5% increase over that minimum target, and (iii) the maximum target is a 7.5% increase above the minimum payout threshold. Additionally, the awards are subject to a TSR modifier. If the Company’s TSR is in the bottom 25% percentile of the companies in the Dow Jones U.S. Construction & Materials Index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. The amounts reflected assume target payouts excluding any TSR modifier. 8. Restricted stock units awarded to Mr. Herron on March 21, 2023 under the 2014 Incentive Plan in connection with his appointment as Chief Operating Officer. The restricted stock units vest on the schedule described in Footnote 4 above. 9. Restricted stock units awarded to Mr. Herron on March 21, 2023 under the 2014 Incentive Plan in connection with his appointment as Chief Operating Officer. The restricted stock units vest on the schedule described in Footnote 5 above. 10. Restricted stock units awarded to Mr. Cope on July 18, 2024 under the 2014 Incentive Plan in connection with his appointment as President - Commercial Operations. The restricted stock units vest on the schedule described in Footnote 6 above. Restricted stock units awarded to Mr. Cope on July 18, 2024 under the 2014 Incentive Plan in connection with his appointment as President - Commercial Operations. The restricted stock units vest on the schedule described in Footnote 7 above.

  110. 2024 Outstanding Equity Awards at Year-End

    | BUILDERS FIRSTSOURCE, INC. | 57 | 2025 PROXY STATEMENT |

  111. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information regarding the vesting of restricted stock awards held by our NEOs in 2024. The NEOs did not exercise any stock options in 2024.

  112. 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Peter M. Jackson | 57,002 | 10,675,051 | | Dave E. Rush | 8,102 | 1,583,860 | | Pete R. Beckmann | 9,041 | 1,688,661 | | Steve J. Herron | 26,438 | 4,983,062 | | Scott L. Robins | 33,301 | 6,203,477 | | Johnny Cope | — | — |

  113. 2024 Option Exercises and Stock Vested

    1. Reflects the value as calculated by multiplying the number of shares of stock by the closing market price of our Common Stock on the date of vesting.

  114. 2024 Nonqualified deferred compensation

    2024 Nonqualified deferred compensation The following table provides information regarding the contributions to the NDCP by our NEOs in 2024.

  115. 2024 Nonqualified deferred compensation

    | Name | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Withdrawals and Distributions ($) | Aggregate Balance at Year-End ($) | | Peter M. Jackson | — | — | — | — | — | | Dave E. Rush | — | — | — | — | — | | Pete R. Beckmann | 96,670(1) | — | 6,082 | | 102,752 | | Steve J. Herron | — | — | — | — | — | | Scott L. Robins | — | — | — | — | — | | Johnny Cope | — | — | — | — | — |

  116. 2024 Nonqualified deferred compensation

    1. $91,982 of Mr. Beckmann's contributions in the last fiscal year have been included in the "Salary" column for the NEO in the 2024 Summary Compensation Table. The remainder of Mr. Beckmann's contributions were made from his 401(k) discrimination testing refund and are not included in the 2024 Summary Compensation Table. The NDCP is described above in the section titled "Compensation Discussion and Analysis."

  117. 2024 Nonqualified deferred compensation

    | BUILDERS FIRSTSOURCE, INC. | 58 | 2025 PROXY STATEMENT |

  118. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described in the "Compensation Discussion and Analysis" section above, our Board of Directors adopted the Severance Plan in February 2023. The Compensation Committee designated the following named executive officers to participate in the Severance Plan: Peter M. Jackson, as a Tier I Participant; and Pete R. Beckman, Steve J. Herron, Scott L. Robins and Johnny Cope, as Tier II Participants. The key terms of the Severance Plan are described above in the section titled "Post-Termination Compensation" in the Compensation Discussion & Analysis, including a summary of the payments in the event of termination by the Company without cause, by the executive for good reason or upon a change in control, and the restrictive covenants that bound the executives. While the Severance Plan does not provide for any payments in the event of a death or disability, all of an executive's unvested RSUs accelerate upon death or disability and unvested PSUs accelerate and vest on the stated vesting date as if the executive remained continuously employed, in each case pursuant to the terms of their respective award agreements. Additionally, the award agreements provide for the acceleration of all unvested RSUs and PSUs in the event of a change in control. While Mr. Rush waived his rights under the Severance Plan in connection with his retirement as President and CEO in November 2024, he continues to serve on our Board of Directors and as such is deemed to have "Continuous Service" to the Company pursuant to the 2014 Incentive Plan and is afforded the acceleration benefits to his RSUs and PSUs in the event of death, disability or a change in control.

  119. Potential Payments Upon Termination or Change in Control

    | BUILDERS FIRSTSOURCE, INC. | 59 | 2025 PROXY STATEMENT |

  120. Chief Executive Officer Pay Ratio Disclosure

    Chief Executive Officer Pay Ratio Disclosure Below is: (i) the 2024 annual total compensation of our CEO; (ii) the 2024 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio:

  121. Chief Executive Officer Pay Ratio Disclosure

    | CEO Pay Ratio | | | CEO Annual Total Compensation | $3,508,749 | | Median Employee Annual Total Compensation | $66,269 | | Median Employee Pay Ratio | 53:1 |

  122. Chief Executive Officer Pay Ratio Disclosure

    To determine our median employee’s pay, we chose total cash compensation paid through our payroll system in 2024 as our consistently applied compensation measure. That amount does not include any 401(k) match. We then annualized base salary for those employees who commenced work during 2024 and any employees who were on an unpaid leave of absence for a portion of 2024. As of December 31, 2024, we had approximately 29,000 employees. Using this methodology, we identified the median employee as of December 31, 2024. That median employee’s total annual compensation in 2024 includes total cash compensation paid through our payroll system in 2024, the value of company-paid cost of health insurance, and the value of company-paid contributions to the employee’s 401(k) plan, if any. We have included Mr. Jackson's compensation for purposes of this disclosure because he was our CEO as of December 31, 2024. Mr. Jackson’s total annual compensation includes his base salary in effect at the end of the year annualized through the entire year, long-term equity incentive awards, non-equity incentive plan bonus, company-paid contributions to his 401(k) plan, and the value of company-paid cost of health and life insurance. The value of company-paid health insurance is not included for Mr. Jackson in the Summary Compensation Table above because that benefit is available to all full-time employees regardless of annual compensation amount. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  123. Chief Executive Officer Pay Ratio Disclosure

    | BUILDERS FIRSTSOURCE, INC. | 61 | 2025 PROXY STATEMENT |

  124. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Item 402(v) of the SEC’s Regulation S-K requires disclosure of information that demonstrates the relationship between “compensation actually paid” to NEOs, calculated pursuant to SEC rules (referred to herein as “CAP”) and our financial performance for 2024, 2023, 2022, 2021, and 2020.

  125. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  126. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | SCT Total Compen- sation for PEO Peter Jackson) ($)(1) | Compen- sation Actually Paid to PEO (Peter Jackson) ($)(3)(4) | SCT Total Compen- sation for PEO (Dave Rush) ($)(2) | Compen- sation Actually Paid to PEO (Dave Rush) ($)(3)(4) | SCT Total Compen- sation for PEO (Dave Flitman) ($)(5) | Compen- sation Actually Paid to PEO (Dave Flitman) ($)(3)(4) | SCT Total Compen- sation for PEO (Chad Crow) ($)(6) | Compen- sation Actually Paid to PEO (Chad Crow) ($)(3)(4) | Average SCT Total Compen- sation for Non-PEO NEOs ($) | Average Compen- sation Actually Paid to Non-PEO NEOs ($)(3)(4) | Total Shareholder Return | Peer Group Total Shareholder Return(14) | Net Income ($) (in thousands) | Adjusted EBITDA ($) (in thousands) | | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 3,242,905 | 2,578,994 | 8,298,475 | 5,653,517 | | | | | 2,156,244(7) | 1,768,723 | 562.50 | 225.97 | 1,077,898 | 2,330,700 | | 2023 | 3,591,073 | 15,705,462 | 8,105,991 | 13,901,950 | — | — | — | — | 3,347,899(8) | 11,327,474 | 656.99 | 200.45 | 1,540,555 | 2,899,300 | | 2022 | | | 4,110,749 | 1,074,763 | 6,377,169 | (9,262,135) | — | — | 3,821,105(9) | 2,088,793 | 255.33 | 132.74 | 2,749,369 | 4,376,600 | | 2021 | — | — | — | — | 10,129,559 | 15,899,432 | 257,915 | 22,894,748 | 2,947,160(10) | 7,229,729 | 337.31 | 158.74 | 1,725,416 | 3,060,300 | | 2020 | — | — | — | — | — | — | 5,309,819 | 12,160,766 | 2,173,216(11) | 3,718,790 | 160.61 | 127.17 | 484,800(12) | 1,071,900(13) |

  127. PAY VERSUS PERFORMANCE TABLE

    1. Peter Jackson was appointed Chief Executive Officer effective November 6, 2024. The amount for 2024 reflects Mr. Jackson’s total compensation for 2024. 2. Prior to his retirement as President and Chief Executive Officer in November 2024, Dave Rush was appointed Interim Chief Executive Officer effective November 18, 2022. The amount for 2022 reflects Mr. Rush’s total compensation for 2022. 3. The dollar amounts represent the amount of “compensation actually paid,” or CAP, to the CEO and Other Non-CEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO or other NEOs, respectively, during the applicable year. 4. For purposes of calculating CAP: a. For 2024 and 2023, the Total Compensation of Peter Jackson as reported in the Summary Compensation Table (“SCT”) was reduced by $1,782,722 and $1,539,730, respectively; for 2024, 2023 and 2022, the Total Compensation of Dave Rush as reported in the SCT was reduced by $6,112,772, $4,102,537 and $499,990, respectively; for 2022 and 2021, the Total Compensation of Dave Flitman as reported in the SCT was reduced by $5,315,326 and $6,842,350, respectively; for 2021 and 2020, the Total Compensation of Chad Crow as reported in the SCT was not adjusted and reduced by $3,031,035, respectively; and the SCT Total Compensation of the other NEOs for 2024, 2023, 2022, 2021 and 2020 was reduced, on average, by $1,061,282, $1,565,537, $2,099,424, $1,601,168 and $990,232, respectively, reflecting the grant date fair values of stock awards granted in the applicable year. b. For 2024 and 2023, the SCT Total Compensation of Peter Jackson was increased by $1,264,509 and $3,288,807, respectively; for 2024, 2023 and 2022, the SCT Total Compensation of Dave Rush was increased by $4,335,859, $8,477,476 and $488,352, respectively; for 2022 and 2021, the SCT Total Compensation for Dave Flitman was not adjusted and increased by $12,612,223, respectively; for 2021 and 2020, the SCT Total Compensation of Chad Crow was not adjusted and increased by $5,391,001, respectively; and the SCT Total Compensation of the other NEOs for 2024, 2023, 2022, 2021, and 2020 was increased, on average, by $773,172, $3,125,543, $2,286,140, $3,009,696 and $1,763,298, respectively, reflecting the fair value as of December 31 of each applicable year of all stock awards granted during that year that are outstanding and unvested as of such date. c. For 2024 and 2023, the SCT Total Compensation of Peter Jackson was decreased by $1,304,835 and increased by $8,346,184, respectively; for 2024, 2023 and 2022, the SCT Total Compensation of Dave Rush decreased by $1,099,357, was not adjusted and decreased by $2,422,441; for 2022 and 2021, the SCT Total Compensation of Dave Flitman was not adjusted for either year; for 2021 and 2020, the SCT Total Compensation of Chad Crow was increased by $21,952,801 and $4,808,382, respectively; and the SCT Total Compensation of the other NEOs for 2024, 2023, 2022, 2021 and 2020 was, on average, decreased by $447,678, increased by $5,317,269, decreased by $1,369,868, increased by $2,792,369 and increased by $850,585, respectively, reflecting the change in fair value from December 31 of the prior year to December 31 of the applicable year of any awards granted in a prior year that are outstanding and unvested as of December 31 of the applicable year. d. For 2024 and 2023, the SCT Total Compensation of Peter Jackson was increased by $1,159,137 and $2,019,128, respectively; for 2024, 2023 and 2022, the SCT Total Compensation of Dave Rush was increased by $231,312 increased by $1,421,019 and decreased by $601,907, respectively; for 2022 and 2021, the SCT Total Compensation of Dave Flitman was decreased by $385,221 and not adjusted, respectively; for 2021 and 2020, the SCT Total Compensation of Chad Crow was increased by $684,032 and decreased by $317,401, respectively; and for 2024, 2023, 2022, 2021 and 2020, the SCT Total Compensation of the other NEOs was on average, increased by $348,267, increased by $1,102,300, decreased by $549,161, increased by $81,672 and decreased by $78,077, reflecting the change in fair

  128. PAY VERSUS PERFORMANCE TABLE

    | BUILDERS FIRSTSOURCE, INC. | 62 | 2025 PROXY STATEMENT |

  129. PAY VERSUS PERFORMANCE TABLE

    value from December 31 of the prior year to the vesting date of any awards granted in any prior year as to which all vesting conditions were satisfied during the applicable year. e. For 2022, the SCT Total Compensation of Dave Flitman was reduced by $9,938,757, reflecting the fair value as of December 31 of the prior year of any awards granted in any prior year as to which vesting conditions failed to be met during the applicable year. For purposes of the foregoing, the fair value of the stock awards at all applicable dates was calculated using the same methodology (including applicable assumptions) as used to account for share-based payments in the Company’s financial statements. The assumptions used in calculating the fair value of awards at the applicable dates did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year, except that (i) for 2024 CAP, the fair value calculations for PSUs granted in 2022 assumed a payout at 184.8% (based on actual payout amount as of the completion of all performance periods), (ii) for 2023 CAP, the fair value calculations for PSUs granted in 2021 assumed a payout at 165% (based on actual payout amount as of the completion of all performance periods), and the fair value calculations for the PSUs granted in 2022 and 2023 assumed a payout at 200%, which was the probable outcome of the applicable performance conditions as of December 31, 2023, compared to the grant date fair value calculations of such PSUs, which assumed a payout at target, (iii) for 2022 CAP, the fair value calculations for PSUs granted in 2020 assumed a payout at 220% (based on a maximum performance payout of 200% plus a 10% TSR modifier), the fair value calculations for the PSUs granted in 2021 assumed a payout at 150% for all NEOs except Mr. Rush, and the fair value calculations for the PSUs granted in 2021 to Mr. Rush assumed a payout at 120%, which was the probable outcome of the applicable performance conditions as of December 31, 2022, compared to the grant date fair value calculations of such PSUs, which assumed a payout at target, and (iv) for 2021 CAP, the fair value calculations for PSUs granted in 2020 assumed a payout at 200%, which was the probable outcome of the applicable performance conditions as of December 31, 2021, compared to the grant date fair value calculations of such PSUs, which assumed a payout at target. For a discussion of the assumptions used to estimate the fair value of stock awards, please refer to the “Stock-Based Compensation” in Notes 2 and 10 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 5. Dave Flitman was appointed as President effective January 1, 2021, and as Chief Executive Officer effective April 1, 2021. The amount for 2021 reflects Mr. Flitman’s total compensation in 2021. 6. Chad Crow served as President and Chief Executive Officer during the entirety of 2020, and as Chief Executive Officer from January 1, 2021 to March 31, 2021, and thereafter continued to serve as a consultant to the Company. The amount for 2021 reflects Mr. Crow’s total compensation for 2021. 7. The non-PEO NEOs in 2024 were Pete Beckmann, Executive Vice President and Chief Financial Officer, Steve Herron, Chief Operating Officer, Scott Robins, President – West Division, and Johnny Cope, President – Commercial Operations. 8. The non-PEO NEOs in 2023 were Peter Jackson, Executive Vice President and Chief Financial Officer, Steve Herron, Chief Operating Officer, Scott Robins, President – West Division, and Tim Johnson, Executive Vice President, General Counsel and Corporate Secretary. 9. The non-PEO NEOs in 2022 were Peter Jackson, Executive Vice President and Chief Financial Officer, Scott Robins, President – West Division, Mike Hiller, President – Central Division, and Tim Johnson, Executive Vice President, General Counsel and Corporate Secretary. 10. The non-PEO NEOs in 2021 were Peter Jackson, Executive Vice President and Chief Financial Officer, Scott Robins, President – West Division, Mike Farmer, President – Commercial Operations, and Tim Johnson, Executive Vice President, General Counsel and Corporate Secretary. 11. The non-PEO NEOs in 2020 were Peter Jackson, Senior Vice President and Chief Financial Officer, Scott Robins, Senior Vice President and Chief Operating Officer – West, Dave Rush, Senior Vice President and Chief Operating Officer – East, and Don McAleenan, Senior Vice President and General Counsel. 12. Pro forma net income for the twelve months ended December 31, 2020 of Builders FirstSource, Inc. and BMC Stock Holdings, Inc. 13. Pro forma Adjusted EBITDA for the twelve months ended December 31, 2020 of Builders FirstSource, Inc. and BMC Stock Holdings, Inc. We selected the S&P 600® Building Products Index (referred to herein as the “Index”) as our peer group for purposes of this disclosure. We also use the Index for purposes of the performance graph required by Item 201 of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024.

  130. PAY VERSUS PERFORMANCE TABLE

    | BUILDERS FIRSTSOURCE, INC. | 63 | 2025 PROXY STATEMENT |