BUILDERS FIRSTSOURCE INC (BLDR)
Sector: Industrials
2026 Annual Meeting Analysis
BUILDERS FIRSTSOURCE INC · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Levy has served as Chairman since 1998 and the stock has declined approximately 8.5% over the past three years while the industrial sector ETF (XLI) gained 69%, a gap of 77.5 percentage points that far exceeds the 30-point trigger threshold for directors with negative absolute returns; the 5-year record (+66.3% for BLDR) does not rescue him because the 5-year gap versus XLI also remains extremely wide, so the long-tenure trigger fires without mitigation.
Ms. Boydston has served since 2021, giving her meaningful tenure over the full three-year underperformance period; BLDR's stock fell roughly 8.5% over three years while the industrial sector ETF (XLI) rose 69%, a gap of 77.5 percentage points that far exceeds the 30-point trigger for directors with negative absolute returns, and the 5-year picture does not provide sufficient relief given the magnitude of underperformance.
Mr. O'Leary has served since 2021 and has full tenure overlap with the three-year underperformance window; BLDR's stock fell roughly 8.5% while the industrial sector ETF (XLI) gained 69% over the same period, a 77.5-point gap that far exceeds the 30-point threshold, and the 5-year record does not sufficiently offset this given the severity of the shortfall.
Mr. Steinke has served since 2006 and has full tenure overlap with the underperformance period; the stock's roughly 8.5% three-year decline versus the industrial sector ETF (XLI) gain of 69% produces a 77.5-point gap that greatly exceeds the 30-point trigger threshold, and the long-term track record does not mitigate this given the size and recency of the underperformance.
For Analysis
Ms. Ainoa joined the board in 2025 and has been a director for less than 24 months, so she is fully exempt from the TSR underperformance trigger under policy; she brings relevant technology and digital transformation expertise aligned with the company's strategic priorities.
Ms. Renz joined the board in 2025 and has been a director for less than 24 months, making her fully exempt from the TSR underperformance trigger under policy; her technology and digital commerce background is directly relevant to the company's stated strategic direction.
Of the six nominees up for election, two recently appointed directors (Ainoa and Renz, both joining in 2025) are exempt from the TSR trigger and receive FOR votes. The remaining four nominees — Levy, Boydston, O'Leary, and Steinke — have tenure spanning the full three-year underperformance period during which BLDR's stock fell approximately 8.5% while the industrial sector ETF (XLI) gained 69%, a gap of 77.5 percentage points that far exceeds the 30-point threshold applicable to directors with negative absolute returns; all four receive AGAINST votes. No overboarding, attendance, or independence issues were identified for any nominee.
Say on Pay
✓ FORCEO
Peter M. Jackson
Total Comp
$8,133,324
Prior Support
93%%
CEO total compensation of approximately $8.1 million is consistent with market expectations for a large-cap industrial company CEO and does not appear to exceed benchmarks by more than the 20% trigger threshold. The compensation structure is well-designed for pay-for-performance alignment: the annual cash bonus paid out at only 36.7% of target because the company missed its Adjusted EBITDA goal, and the 2023 performance stock awards vested at 89% of target reflecting mixed ROIC results, demonstrating that the incentive plan actually reduced pay when performance fell short. The prior Say on Pay vote received approximately 93% shareholder support, the company has a Dodd-Frank compliant clawback policy, equity awards are split 50% performance-based and 50% time-vesting, and no material governance red flags were identified in the compensation program.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$5,523,000
Non-Audit Fees
$1,157,955
Non-audit fees (audit-related fees of $562,000 plus tax fees of $595,955, totaling approximately $1,158,000) represent about 21% of core audit fees of $5,523,000, well below the 50% threshold that would trigger a No vote; PwC is a Big 4 firm appropriate for a company of BLDR's size and complexity; auditor tenure is not disclosed in the filing so no tenure trigger fires under policy.
Overall Assessment
This ballot presents a mixed picture: the Say on Pay and auditor ratification proposals both pass policy screens and receive FOR votes, but four of the six director nominees up for election — all long-tenured members who oversaw a period in which BLDR's stock fell roughly 8.5% over three years while the industrial sector (XLI) gained 69%, a 77.5-point gap — receive AGAINST votes under the TSR underperformance trigger, while the two newly appointed directors (Ainoa and Renz) receive FOR votes as they are within the 24-month exemption window. Two additional management proposals (the 2026 Equity Incentive Plan and Employee Stock Purchase Plan) are outside the scope of the current voting policy and receive no determination.