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 a director since 1998, giving him full overlap with the 3-year underperformance period; BLDR's 3-year total return of -8.5% trails the peer group median of +21.7% by 30.2 percentage points, exceeding the 20-point trigger for negative absolute TSR, and the 5-year return of +66.3% vs. peer median of +4.9% (a +61.4pp outperformance) does not fire a counter-trigger, so the AGAINST stands.
Ms. Boydston has served since 2021, giving her meaningful overlap with the 3-year underperformance period; BLDR's 3-year return of -8.5% trails the peer group median of +21.7% by 30.2 percentage points, exceeding the 20-point trigger, and the 5-year outperformance of +61.4pp versus peers does not fire a counter-trigger, so the AGAINST stands.
Mr. O'Leary has served since 2021, giving him meaningful overlap with the 3-year underperformance period; BLDR's 3-year return of -8.5% trails the peer group median of +21.7% by 30.2 percentage points, exceeding the 20-point trigger, and the 5-year outperformance of +61.4pp versus peers does not fire a counter-trigger, so the AGAINST stands.
Mr. Steinke has served as a director since 2006, giving him full overlap with the 3-year underperformance period; BLDR's 3-year return of -8.5% trails the peer group median of +21.7% by 30.2 percentage points, exceeding the 20-point trigger, and the 5-year outperformance of +61.4pp versus peers does not fire a counter-trigger, so the AGAINST stands.
For Analysis
Ms. Ainoa joined the board in March 2025, which is less than 24 months before the meeting date, so she is exempt from the TSR underperformance trigger under the new-director exemption.
Ms. Renz joined the board in March 2025, which is less than 24 months before the meeting date, so she is exempt from the TSR underperformance trigger under the new-director exemption.
Six directors are up for election to one-year terms following board declassification. BLDR's stock has lost about 8.5% over the past three years while the disclosed compensation peer group gained a median of roughly 22%, a gap of 30.2 percentage points that exceeds the 20-point threshold triggering AGAINST votes for qualifying directors. Four nominees — Levy (director since 1998), Boydston (2021), O'Leary (2021), and Steinke (2006) — have meaningful tenure overlap with the underperformance period and receive AGAINST votes. The strong 5-year record (+66.3% vs. peer median +4.9%) does not override the 3-year trigger because BLDR outperforms peers over 5 years, meaning the 5-year mitigant does not apply (the 5-year gap does not exceed the threshold in the favorable direction that would downgrade the vote). Ainoa and Renz, both appointed in March 2025, are exempt as new directors with less than 24 months of tenure.
Say on Pay
✓ FORCEO
Peter M. Jackson
Total Comp
$8,133,324
Prior Support
93%%
CEO total compensation of approximately $8.1 million is reasonable for a CEO of a large-cap industrial company with $15 billion in revenue, and the prior Say on Pay vote received strong 93% support indicating broad shareholder satisfaction. The pay program has meaningful performance-based features — the annual bonus paid out at only 36.7% of target because the company missed its earnings goal, and long-term equity awards (50% performance stock awards tied to multi-year return on invested capital plus a stock return modifier, and 50% time-vesting awards) align executive outcomes with shareholder outcomes. The company also maintains a Dodd-Frank-compliant clawback policy, prohibits hedging and pledging, and shows appropriate pay discipline by not raising executive salaries in 2026 given the weak housing market.
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 $1,157,955) represent approximately 21% of core audit fees ($5,523,000), well below the 50% threshold that would raise independence concerns; PwC is a Big Four firm appropriate for a company of BLDR's size; auditor tenure is not disclosed so no tenure trigger applies; and no material financial restatements were identified.
Overall Assessment
The 2026 BLDR annual meeting ballot covers director elections, Say on Pay, auditor ratification, and two equity plan approvals. The primary governance concern is significant 3-year stock underperformance relative to the company's own disclosed peer group (-30.2 percentage points), which triggers AGAINST votes for four of the six director nominees standing for election, while Say on Pay earns a FOR given a disciplined pay structure that demonstrably reduced bonus payouts when the company missed its financial targets.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing