Builders FirstSource Inc

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"). Following a review of director compensation by Meridian Compensation Partners, LLC, the Corporation's compensation consultant, the Board approved, upon recommendation from the Nominating and Corporate Governance Committee, amendments to the Amended and Restated Director Compensation Policy effective June 1, 2023. The amendments increased (i) the annual cash retainer from $100,000 to $120,000, (ii) the grant date fair market value of the annual grant of restricted stock units from $150,000 to $175,000, (iii) the annual cash retainer for the Chair of the Nominating and Corporate Governance Committee from $10,000 to $20,000, and (iv) the annual cash retainer for the Chair of the Board from $100,000 to $150,000. 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:

Eligible Directors also receive annual grants of restricted stock units. In 2023, 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.

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.

14 Builders FirstSource, Inc.| 2024 Proxy Statement