UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the
Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Builders FirstSource, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual
Meeting

of Stockholders and

2022 Proxy Statement

The Annual Meeting of Stockholders

of Builders FirstSource, Inc. will be held:

Tuesday, June 14, 2022 at 1:00 p.m. local time

Sheraton Dallas Hotel

400 Olive Street

Dallas, Texas 75201

A MESSAGE TO OUR STOCKHOLDERS

To
our Fellow Stockholders,

You are cordially invited to attend the annual meeting of stockholders of Builders FirstSource, Inc., which will take place at the
Sheraton Dallas Hotel, 400 Olive Street, Dallas, Texas 75201 on Tuesday, June 14, 2022, at 1:00 p.m., local time. Details of the business to be conducted at the annual meeting are given in the Notice of Annual Meeting of Stockholders, Proxy
Statement, Notice Regarding the Availability of Proxy Materials, and form of proxy.

2021 was an exceptional year for our company. We delivered record financial
performance by helping our customers become more productive, managing supply chain constraints and strengthening our geographic positions around the nation. Our integration of BMC Stock Holdings, Inc. (“BMC”) following the completion of
the merger on January 1, 2021 outpaced our early targets and realized our planed cost synergy and productivity savings over two years ahead of our initial expectations. It has become increasingly clear that the BMC merger has brought us closer
to our mission to be the leading supplier of building materials and services to homebuilders by promoting a people-first culture that delivers exceptional customer service and innovative solutions to help build more efficiently, thereby creating
superior value for stakeholders. We want to thank our more than 28,000 team members for an incredible year and we are extremely proud of their outstanding results.

We are also excited about our recent investments in our digital strategy. In August 2021, we acquired WTS Paradigm, LLC (“Paradigm”), a software solutions and
services provider for the building products industry. The acquisition is an important step forward in our strategy to invest in innovative digital solutions that will help our customers build more efficiently. Our management team is committed to
streamlining the home buying experience and providing the digital tools to better align and integrate the homebuilding project lifecycle for our customers and supply partners.

Delivering long-term value to our stockholders remains a top priority for our Board of Directors and our management team. We completed over $1.2 billion worth of
acquisitions in 2021. We also repurchased $2.0 billion of our common stock through the beginning of 2022, and our Board of Directors recently authorized the repurchase of an additional $1.0 billion of our common stock on February 17,
2022, demonstrating the financial strength of our company and our continued commitment to deploy our robust free cash flow.

Your vote is important to us. Even if
you intend to join us in person, we encourage you to vote in advance so we will know we have a quorum of stockholders for the meeting. When you vote in advance, please indicate your intention to personally attend the annual meeting. Please see the
Question and Answer section on page 3 of the Proxy Statement for instructions if you plan to personally attend the annual meeting.

On behalf of the Board of
Directors and the executive management team, we would like to express our appreciation for your continued interest in the affairs of Builders FirstSource, Inc.

Sincerely,		Sincerely,
Paul S. Levy Chairman of the Board		David E. Flitman Chief Executive Officer and President

2001 Bryan Street, Suite 1600, Dallas, Texas 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To
our Stockholders:

The annual meeting of stockholders of Builders FirstSource, Inc. will take place at the Sheraton Dallas Hotel, 400 Olive Street, Dallas,
Texas 75201

⁽¹⁾

on Tuesday, June 14, 2022, at 1:00 p.m., local time, for the purpose of considering and acting upon the following:

(1)	The election of directors;

(2)	An advisory vote on the compensation of the named executive officers;

(3)	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year 2022;

(4)	To consider a stockholder proposal, if properly presented at the meeting, requesting that the Corporation adopt greenhouse gas emissions reduction targets; and

(5)	Any other business that may properly be brought before the annual meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 22, 2022 will be entitled to vote at the meeting.

Directions to be able to attend the meeting and vote in person may be obtained by contacting the Corporation’s legal department at (214)

880-3500.

By Order of the Board of Directors,

Timothy D. Johnson

Corporate Secretary

April 28, 2022

IMPORTANT:

Please see the Question and Answer section on page 3 of this Proxy Statement for instructions on what you need to do to attend the annual meeting in person. Please
note that the doors to the annual meeting will open at 12:30 p.m. and will close promptly at 1:00 p.m. Whether or not you expect to personally attend, we urge you to vote your shares at your earliest convenience to ensure the presence
of a quorum at the meeting. Promptly voting your shares via the internet, by telephone via toll-free number, or, if you elect to receive your proxy materials by mail, by completing, signing, dating, and returning the enclosed proxy card in the
postage-paid envelope provided, will save us the expense and extra work of additional proxy solicitation. Because your proxy is revocable at your option, submitting your proxy now will not prevent you from voting your shares at the meeting if you
desire to do so. Please refer to the voting instructions included on the Notice Regarding the Availability of Proxy Materials, proxy card, or voting instructions forwarded by your bank, broker, or other stockholder of record, as applicable.

1.

As part of the Corporation’s precautions regarding COVID-19, the Corporation is planning for the possibility that the annual meeting may be held by means of remote communication only (i.e., a virtual meeting). If the Corporation takes this step, or if the time, date, or place of the annual meeting will be changing, the Corporation will announce the decision to do so in advance via press release, and details on how to participate will be available on the investor relations page of the Corporation’s website (https://investors.bldr.com).

Table of Contents

TABLE OF CONTENTS

Builders
FirstSource, Inc.




|  2022 Proxy Statement




i

2001 Bryan Street, Suite 1600, Dallas, Texas 75201

PROXY STATEMENT

Annual Meeting of Stockholders

June 14, 2022

This Proxy Statement is being furnished by Builders FirstSource, Inc. (the “Corporation,” the “Company,” or “Builders FirstSource”) in
connection with a solicitation of proxies by its Board of Directors (the “Board of Directors” or the “Board”) to be voted at the annual meeting of the Corporation’s stockholders to be held on June 14, 2022 (the
“annual meeting” or “meeting”). Whether or not you personally attend, it is important that your shares be represented and voted at the annual meeting. Most stockholders have a choice of voting over the internet, by using a
toll-free telephone number, or, for stockholders who elect to receive their proxy materials by mail, by completing a proxy card and mailing it in the postage-paid envelope provided. Check the Notice Regarding the Availability of Proxy Materials,
your proxy card, or the information forwarded by your bank, broker, or other stockholder of record, as applicable, to determine which voting options are available to you. The internet voting and telephone voting facilities for stockholders of record
will be available until 12:00 p.m. Central Time on June 14, 2022. The Notice Regarding the Availability of Proxy Materials will first be mailed on or about May 5, 2022.

SOLICITATION AND RATIFICATION OF PROXIES

If a proxy card is signed and returned, it will be voted as specified on the proxy card, or, if no vote is specified, it will be voted “FOR” all nominees
presented in Proposal 1, “FOR” Proposals 2 and 3, and “ABSTAIN” for Proposal 4. At any time before it is exercised, you may revoke your proxy by timely delivery of written notice to the Corporate Secretary, by timely delivery of
a properly executed, later-dated proxy (including by internet or telephone vote), or by voting via ballot at the annual meeting. Voting in advance of the annual meeting will not limit your right to vote at the annual meeting if you decide to attend
in person. If you are a beneficial owner, and your shares are registered in the name of a bank, broker, or other stockholder of record, to be able to vote in person at the annual meeting you must obtain, from the stockholder of record, a legal proxy
and submit it together with your ballot at the meeting. See “Questions and Answers about the Meeting and Voting” in this Proxy Statement for an explanation of the term “beneficial owner.”

The proxy accompanying this Proxy Statement is being solicited by the Board of Directors. The Corporation will bear the entire cost of this solicitation, including the
preparation and delivery of this Proxy Statement, the proxy, and any additional information furnished to stockholders. The Corporation has retained Innisfree M&A Incorporated (“Innisfree”) to perform various proxy solicitation services
in connection with the solicitation of proxies for the annual meeting. The Corporation will pay Innisfree a fee not to exceed $25,000, plus out-of-pocket expenses, for such services. In addition to using the mail and the internet, proxies may be
solicited by directors, executive officers, and other employees of Builders FirstSource or its subsidiaries, in person or by telephone. No additional compensation will be paid to directors, executive officers, or other employees for their services
in this regard. Builders FirstSource will also request banks, brokers, and other stockholders of record to forward proxy materials, at the Corporation’s expense, to the beneficial owners of the Corporation’s shares.

If you have questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue,
20th floor

New York, New York 10022

Stockholders
may call toll free: (877) 825-8964

Banks and Brokers may call collect: (212) 750-5833

Builders
FirstSource, Inc.




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General Information about Proxies and Voting

GENERAL INFORMATION ABOUT PROXIES AND VOTING

Outstanding Stock

The stockholders of record of Builders FirstSource, Inc. Common
Stock (“Common Stock”) at the close of business on April 22, 2022 will be entitled to vote in person or by proxy at the annual meeting. At that time, the Corporation had 173,987,893 outstanding shares of its Common Stock. Each
stockholder will be entitled to one vote in person or by proxy for each share of Common Stock held. A quorum for the transaction of business shall be constituted by the presence at the annual meeting, in person or by proxy, of a majority of the
outstanding shares of Common Stock entitled to vote thereat. All shares for which proxies or voting instructions are returned are counted as present for purposes of determining the existence of a quorum at the annual meeting.

Internet Availability of Proxy Materials

As permitted by federal securities laws, Builders FirstSource
is making this Proxy Statement and 2021 Annual Report on Form

10-K

(the “2021 Annual Report”) available to its stockholders primarily via the internet instead of mailing printed copies of these
materials to each stockholder. On or about May 5, 2022, we will mail to our stockholders (other than those who previously requested electronic or paper delivery) a Notice Regarding Internet Availability of Proxy Materials (the
“Notice”) containing instructions on how to access the Proxy Statement and accompanying 2021 Annual Report. These proxy materials will be made available to our stockholders on or about May 5, 2022. The Notice provides instructions
regarding how to vote through the internet. The Proxy Statement and 2021 Annual Report are also available on our website at www.bldr.com.

If you received a Notice
by mail, you will not receive a printed copy of the proxy materials by mail unless you request printed materials. If you wish to receive printed proxy materials, you should follow the instructions for requesting such materials contained on the
Notice.

If you receive more than one Notice, it means your shares are registered differently and are held in more than one account. To ensure all shares are voted,
please either vote each account over the internet or by telephone or sign and return by mail all proxy cards.

Voting Matters and Board
Recommendations

At this year’s annual meeting, we are asking our stockholders to vote on the following matters:

		Proposal		Board Recommendation		Page Number
1.		Election of Directors		FOR each nominee		7
2.		Advisory vote on the compensation of the named executive officers		FOR		51
3.		Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm		FOR		59
4.		Stockholder proposal, if properly presented at the meeting, requesting that the Corporation adopt greenhouse gas emissions reduction targets		NO RECOMMENDATION		61

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Questions and Answers about the Meeting and Voting

QUESTIONS AND ANSWERS ABOUT THE MEETING AND
VOTING

What is a proxy?

A proxy is your legal
designation of another person, called a proxy holder, to vote the shares that you own. We designated Timothy D. Johnson, our Executive Vice President, General Counsel, and Corporate Secretary, and Peter M. Jackson, our Executive Vice President and
Chief Financial Officer, to act as proxy holders at the annual meeting as to all shares for which proxy cards are returned or voting instructions are provided by internet or telephone.

What is a proxy statement?

A proxy statement is
a document that the Securities and Exchange Commission (the “SEC”) regulations require us to give you when we ask you to provide a proxy (by voting by phone or internet or, if applicable, by returning a proxy card by mail) designating the
proxy holders described above to vote on your behalf.

What is the difference between a
stockholder of record and a stockholder who holds stock in street name, also called a “beneficial owner?”

If your shares are registered in
your name at our transfer agent, Computershare Investor Services, you are a stockholder of record.

If your shares are held through a broker, bank, trustee,
nominee, or other similar stockholder of record on your behalf, your shares are held in street name and you are the beneficial owner of the shares.

How do you obtain admission to the
annual meeting?

Stockholders of Record



.

Stockholders of record must bring a current government-issued photo identification card to
gain admission to the annual meeting.

Street Name Holders



.

To obtain admission to the annual meeting, a street name holder must (i) bring
a current government-issued photo identification card and (ii) ask his or her broker or bank for a legal proxy and must bring that legal proxy with him or her to the meeting. If you do not receive the legal proxy in time, bring your most recent
brokerage statement with you to the meeting. We can use that to verify your ownership of Common Stock and admit you to the meeting. However, you will not be able to vote your shares at the meeting without a legal proxy. Please note that if you own
shares in street name, and you are issued a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person.

Could

COVID-19

or related developments affect the Corporation’s ability to hold an

in-person

meeting?

We are actively monitoring the

COVID-19

situation. In the
event that it is inadvisable or not possible to hold our annual meeting in person, we may decide instead to hold a virtual annual meeting that is accessible only through the internet. If we decide to use that format, we will announce the decision to
do so in advance via press release, and details on how to participate will be available on the investor relations page of the Corporation’s website (https://investors.bldr.com).

What different methods can you use to vote?

By Written Proxy


.


Stockholders who elect to receive their proxy materials by mail may vote by mailing the written proxy card.

Builders
FirstSource, Inc.




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3

Questions and Answers about the Meeting and Voting

By Telephone and Internet Proxy



.

All stockholders of record may also vote by
telephone from the U.S., using the toll-free telephone number provided on the proxy card or in the website listed on the Notice, or by the internet, using the procedures and instructions described in the Notice or proxy card. Street name holders may
vote by telephone or the internet if their bank, broker, or other stockholder of record makes those methods available. If that is the case, the bank, broker, or other stockholder of record will enclose the instructions with the Proxy Statement or
other notice of the meeting. The telephone and internet voting procedures, including the use of control numbers, are designed to authenticate stockholders’ identities, allow stockholders to vote their shares, and confirm that their instructions
have been properly recorded.

In Person



.

All stockholders may vote in person at the meeting (unless they are street name holders without a
legal proxy, as described in the foregoing question).

If you have questions or need assistance voting your shares, please contact our proxy
solicitor:

Innisfree M&A Incorporated

501
Madison Avenue, 20th floor

New York, New York 10022

Stockholders may call toll free: (877) 825-8964

Banks
and Brokers may call collect: (212) 750-5833

What is the record date and what does
it mean?

The record date for the annual meeting is April 22, 2022. The record date is established by the Board of Directors as required by Delaware
law. Stockholders of record at the close of business on the record date are entitled to receive notice of the annual meeting and to vote their shares at the meeting.

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
2025 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 2022, directors will be elected by a majority of the votes cast in person or by proxy at the annual
meeting. Each director nominee in 2022 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.

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

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Questions and Answers about the Meeting and Voting

What are your voting choices on the advisory vote to approve the 2021 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 2021 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.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 2.

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 2022, 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.

THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 3.

What are your voting choices on the stockholder proposal, if properly presented at the meeting, requesting that the Corporation adopt greenhouse
gas emissions reduction targets?

On the vote on the stockholder proposal, if properly presented at the meeting, requesting that the Corporation adopt
greenhouse gas emissions reduction targets, stockholders may:

•

vote in favor of the stockholder proposal,

•

vote against the stockholder proposal, or

•

abstain from voting on the stockholder proposal.

The proposal to consider a stockholder proposal, if properly presented at the meeting, requesting that the Corporation adopt greenhouse gas emissions reduction targets,
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 4.

THE BOARD DOES NOT MAKE A RECOMMENDATION FOR PROPOSAL 4.

Builders
FirstSource, Inc.




|  2022 Proxy Statement




5

Questions and Answers about the Meeting and Voting

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, “FOR” Proposals 2 and 3, and “ABSTAIN” for Proposal 4.

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 Peter M. Jackson, will vote regarding those matters in accordance with their best judgments.

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” on Proposal 2 and Proposal 4, 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.

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 12:00 p.m. Central Time on June 14, 2022;

•

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.

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Proposal 1 — Election of Directors

PROPOSAL 1 — ELECTION OF DIRECTORS

On January 1, 2021 (the “Merger Effective Date”), the Corporation completed its previously announced all stock merger transaction with
BMC Stock Holdings, Inc., a Delaware corporation (“BMC”). The merger between the Corporation and BMC is referred to as the “Merger” throughout this Proxy Statement.

Pursuant to the Corporation’s

By-laws,

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.

There are currently
12 members of the Board of Directors. Three of the 12 directors, Daniel Agroskin, David Bullock, and Floyd Sherman, whose terms all expire in 2022, are retiring from the Board and not standing for election at the annual meeting. Only one of the
three vacancies will be filled at the annual meeting, and, as a result, the size of the Board will be reduced from 12 to 10 directors and the number of Class II directors will be reduced from four to two. Accordingly, Proposal 1 seeks the
election of two directors to fill the continuing directorships whose terms expire in 2022.

The term of the other Class II director, Mark A. Alexander, will
expire at the annual meeting in 2022. The Board of Directors has nominated Mark A. Alexander and Dirkson R. Charles for election to a term that will expire at the annual meeting in 2025.

Nominee

Age

Position Held

Independent

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Mark A. Alexander

63

Director

X

X

Dirkson R. Charles

58

Director

X

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.

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FirstSource, Inc.




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7

Proposal 1 — Election of Directors

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:

Class II
— Directors with Terms Expiring in 2022

Mark A. Alexander
Director since 2021 Independent 63 years old Audit Committee (Member)		Mr. Alexander is a member of the Audit Committee. Mr. Alexander served as a director of BMC from 2017 through the Merger, including as the Chair of BMC’s Audit Committee prior to the Merger. He currently serves as Founder, Chairman and Chief Executive Officer of Landmark Property Group, a property management and real estate redevelopment company, since its founding in 2009. Mr. Alexander previously served as Chief Executive Officer, President, and a director of Suburban Propane Partners, a multibillion-dollar publicly-traded energy services company, from March 1996 to September 2009. Prior to Suburban Propane Partners, he was Senior Vice President, Business Development of Hanson Industries, the U.S. arm of Hanson plc, from 1984 to 1996. He holds a Bachelor of Business Administration from the University of Notre Dame, and is a Certified Public Accountant (currently inactive) in the State of New Jersey. In the last five years, he served on the board of the following public company: W.P. Carey Inc. (current). Qualifications: Mr. Alexander possesses significant executive and financial expertise and experience gained from previous management positions. 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.

Dirkson R. Charles
Director Nominee Independent 58 years old		Mr. Charles currently serves as Founder and Chief Executive Officer of Loar Group, Inc., a business specializing in the design and manufacture of aerospace components. He has served in such role since Loar Group’s inception in January 2012. Prior to his founding of Loar Group, Mr. Charles served as executive vice president of McKechnie Aerospace since the fall of 2007. Before joining McKechnie Aerospace, Mr. Charles held a similar position as executive vice president and chief financial officer with K&F Industries, a leading manufacturer of aviation wheels, brakes, fuel tanks and brake control systems that was acquired by Meggitt-USA in May 2007. In addition, Mr. Charles was with Arthur Andersen and Company during the mid-1980s for five years. Mr. Charles holds an undergraduate degree in public accounting and a M.B.A. in finance from Pace University and is a certified public accountant in the State of New York. Since March 2020, Mr. Charles has served as the Chairman of Doncasters Group Limited, a privately-held leading international manufacturer of high-precision alloy components. Qualifications: Mr. Charles has significant corporate executive experience through his current roles as a CEO and chairman and in prior high-level leadership positions. Additionally, he possesses critical accounting skills as a licensed C.P.A. and from his prior experience in public accounting. Mr. Charles’s qualifications and accomplishments will provide a crucial perspective for the Board.

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Continuing Directors

CONTINUING DIRECTORS

The background and business affiliations of the Corporation’s other directors, whose terms of service continue beyond 2022, 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:

Class I —
Directors with Terms Expiring in 2024

Cleveland A. Christophe
Director since 2005 Independent 76 years old Compensation Committee (Chair) Nominating and Corporate Governance Committee (Member)		Mr. Christophe is the Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. In January 2013, Mr. Christophe retired from US&S, Inc., a supplier of services and materials primarily to various agencies of the U.S. Government. He had been President of US&S, Inc. since 2009. Mr. Christophe was the Managing Partner of TSG Capital Group, a private equity investment firm, which he founded in 1992. Previously, Mr. Christophe was Senior Vice President of TLC Group, L.P. From 1971 to 1987, Mr. Christophe held numerous senior positions with Citibank, N.A. He has been a Chartered Financial Analyst since 1975. Qualifications: Mr. Christophe has substantial financial and management expertise from his long tenure in the investment 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.

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FirstSource, Inc.




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9

Continuing Directors

David E. Flitman
Director since 2021 57 years old		Mr. Flitman was elected the Corporation’s Chief Executive Officer on April 1, 2021. Additionally, on the Merger Effective Date, Mr. Flitman was appointed to the Board of Directors of the Corporation and elected the Corporation’s President. Prior to the Merger, he had served on the Board of Directors and as the Chief Executive Officer and President of BMC since September 2018. Prior to BMC, Mr. Flitman served as Executive Vice President of Performance Food Group Company, a family of leading foodservice distributors, and President and Chief Executive Officer of its Performance Foodservice division from January 2015 to September 2018. Prior to Performance Food Group, Mr. Flitman served as Chief Operating Officer and President, USA & Mexico of Univar Corporation, a global chemical distributor, from January 2014 to December 2014 after joining Univar in December 2012 as President USA with additional responsibility for Univar’s Global Supply Chain & Export Services teams. He had also served as Executive Vice President and President, Water and Process Services at Ecolab Inc., the global leader in water, hygiene and energy technologies and services, from November 2011 to September 2012, and previously Senior Executive Vice President of Nalco Holding Company from August 2008 until it was acquired by Ecolab in November 2011. From February 2005 to July 2008, Mr. Flitman served as President of Allegheny Power System, an electric utility that served customers in Pennsylvania, West Virginia, Virginia, and Maryland. Prior to this, he had nearly 20 years in operational, commercial, and global business leadership positions at DuPont, a science and technology-based company. Mr. Flitman received his B.S. degree in Chemical Engineering from Purdue University. In the last five years, he served on the board of the following public company: Vertiv Corporation (current). Qualifications: Mr. Flitman has a proven track record and demonstrated leadership ability from his extensive operational, commercial, and supply chain experience and over three decades of experience leading distribution businesses across multiple industries. In addition, his in-depth knowledge of our corporate strategy and day-to-day operations as our Chief Executive Officer provides our Board with an important resource in understanding our business and strategy.

W. Bradley Hayes
Director since 2019 Independent 56 years old Audit Committee (Chair)		Mr. Hayes is the Chair of the Audit Committee. He served as Executive Vice President, Chief Financial Officer, and Treasurer of Laboratory Corporation of America Holdings (“LabCorp”), a NYSE listed life sciences company, from June 2005 until his retirement in June 2014. He was Senior Vice President, Investor Relations for LabCorp from June 2004 to June 2005. Mr. Hayes joined LabCorp in September 1996 and was responsible for the day-to-day operations of the revenue cycle function. Prior to joining LabCorp, Mr. Hayes was in the audit department at KPMG for nine years. Mr. Hayes holds a Bachelor of Science in Accounting from the University of North Carolina at Greensboro. In the last five years, he served on the boards of the following public companies: Indaptus Therapeutics, Inc. (current) and Patheon, N.V. (previous). Qualifications: Mr. Hayes has significant public company financial experience. He has over 15 years of experience in senior and executive management and practiced as a C.P.A. 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.

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Builders FirstSource,
Inc.




|  2022 Proxy Statement

Continuing Directors

Brett N. Milgrim
Director since 1999 Independent 53 years old Compensation Committee (Member)		Mr. Milgrim is a member of the Compensation Committee. Mr. Milgrim is Co-Chairman of the Board of Loar Group, Inc., a business specializing in the design and manufacture of aerospace components. From 1997 until early 2011, he was a Managing Director of JLL Partners, Inc., a leading private equity firm. In the last five years, he served on the boards of the following public companies: Horizon Global Corp. (current) and PGT Innovations, Inc. (current). Qualifications: Mr. Milgrim is very knowledgeable regarding all aspects of corporate finance and capital markets. His long tenure on the board of directors 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.

Class III — Directors with Terms Expiring in 2023

Paul S. Levy
Director since 1998 Independent 74 years old Chairman of the Board		Mr. Levy is the Chairman of the Board. He is a Managing Director of JLL Partners, Inc., which he founded in 1988. Mr. Levy has also previously served on the boards of numerous private companies, including C.H.I. Overhead Doors, Inc., a garage door manufacturer, and Loar Group, Inc., a business specializing in the design and manufacture of aerospace components. In the last five years, Mr. Levy served on the boards of the following public companies: Patheon, Inc. (previous) and PGT Innovations, Inc. (previous). Qualifications: 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.

Builders
FirstSource, Inc.




|  2022 Proxy Statement




11

Continuing Directors

Cory J. Boydston
Director since 2021 63 years old Audit Committee (Member)		Ms. Boydston is a member of the Audit Committee. Ms. Boydston served as a director of BMC from 2018 through the Merger. She currently serves as the Chief Financial Officer of Ashton Woods USA L.L.C, the second largest private homebuilder in the U.S., a position she has held since 2009. Prior to Ashton Woods, Ms. Boydston served as Senior Vice President, Chief Financial Officer, and Partner at Starwood Land Ventures, LLC, a real estate investment firm that engages in residential land acquisition, development, and financing, from 2008 to 2009. She also served in senior leadership roles at two publicly-traded home construction companies, including as Senior Vice President – Finance and Treasury at Beazer Homes USA, Inc. from 1998 to 2008, and as Chief Financial Officer, Corporate Controller, and in other leadership roles at Lennar Corporation from 1987 to 1997. Ms. Boydston is also the co-founder of Women’s Housing Leadership Group and serves on the Georgia Advisory Board of the Trust for Public Land. She holds a Bachelor of Science from Florida State University and is a Certified Public Accountant in the State of Georgia. Qualifications: Ms. Boydston possesses substantial public company accounting and finance experience through her more than 30 years of service in senior and executive management and as a C.P.A. 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.

James O’Leary
Director since 2021 Independent 59 years old Compensation Committee (Member)		Mr. O’Leary is a member of the Compensation Committee. Mr. O’Leary served as a director of BMC from 2015 through the Merger, including as the Chairman of BMC immediately prior to the Merger. He currently serves as the Chairman of Kinematics Manufacturing Company, a position he has held since 2015, and on the board of Sentient Science, a private technology company, since December 2020. Since March 2014, Mr. O’Leary has served as a Senior Advisor and member of the Basic Industries Advisory Group of Madison Dearborn Partners, a leading private equity firm. He also served as Chairman and Chief Executive Officer of WireCo Worldgroup, Inc., a leading global manufacturer of engineered wire, steel rope, and synthetic rope, from January 2017 until his retirement from WireCo in July 2019. Prior to this, Mr. O’Leary served as Chairman of the Board and Chief Executive Officer of Kaydon Corporation, Inc., a diversified global manufacturer of precision industrial goods that was listed on the New York Stock Exchange, from March 2007 until its sale in October 2013. From October 2013 to March 2014, Mr. O’Leary served as a Senior Advisor to the SKF Group, the acquiror of Kaydon Corporation, Inc. From 2005 to March 2007, he served as an independent director of Kaydon Corporation, Inc. Mr. O’Leary holds a B.B.A. from Pace University and an M.B.A. from the Wharton School of the University of Pennsylvania. He is an inactive Certified Public Accountant in the State of New York. Qualifications: 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 former C.P.A.

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Builders FirstSource,
Inc.




|  2022 Proxy Statement

Continuing Directors

Craig A. Steinke
Director since 2006 Independent 65 years old Audit Committee (Member) Nominating and Corporate Governance Committee (Chair)		Mr. Steinke is the Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. Since June 2013, Mr. Steinke has been the Chief Executive Officer and a director of Service Logic LLC, a private equity owned company that specializes in energy management and HVAC services for office buildings, hospitals, data centers, and other commercial buildings on a national scale. From 2008 to July 2017, he was an operating partner at Sterling Investment Partners (“Sterling”), working with management teams of select portfolio companies. From September 2010 until January 2015, Mr. Steinke served as a director and operating adviser for Lazer Spot Inc. (Sterling investment), which specializes in providing logistics support to Fortune 500 companies. Prior to that, he was President and Chief Executive Officer of GPX International Tire Corporation (Sterling investment), an international manufacturer and distributor of branded industrial and off road equipment tires. From 2001 to 2007, Mr. Steinke was President and Chief Executive Officer of Eagle Family Foods, Inc., a private equity owned consumer products company in the food industry. His previous positions held include Senior Vice President and Group General Manager of BHP Copper, a significant natural resource company, and President of Magma Metals, a billion-dollar subsidiary of Magma Copper Company. Mr. Steinke is a C.P.A. and was employed by Arthur Andersen & Co. He currently serves on the boards for a number of private companies. Qualifications: 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 C.P.A. to the Board’s discussions. Mr. Steinke has also served on numerous boards of directors.

Builders
FirstSource, Inc.




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13

Director Compensation

DIRECTOR COMPENSATION

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 2021.

Name		Fees Earned or Paid in Cash  ($)		Stock Awards ($) (1)		All Other Compensation ($)				Total ($)
Daniel Agroskin		106,705 (2)		149,982			—			256,687
Mark A. Alexander		121,278 (2)		217,826			—			339,104
Cory J. Boydston		121,278 (2)		217,826			—			339,104
David W. Bullock		121,384 (3)		217,826			—			339,210
Cleveland A. Christophe		126,849		149,982			—			276,831
David E. Flitman (4)		—		—			—			—
W. Bradley Hayes		131,728 (2)		149,982			—			281,710
Paul S. Levy		201,815 (2)		149,982			—			351,797
Brett N. Milgrim		106,705 (2)		149,982			—			256,687
James O’ Leary		121,278 (2)		217,826			—			339,104
Floyd F. Sherman		101,778 (2)		149,982			—			251,760
Craig A. Steinke		116,753 (2)		149,982			—			266,735

1.

Reflects the aggregate grant date fair value of restricted stock unit awards granted in 2021. 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.

As described below under “Director Compensation Program,” Messrs. Agroskin, Alexander, Hayes, Levy, Milgrim, O’Leary, Sherman, 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 2021. Amounts include the grant date fair value of these stock awards.

3.	Mr. Bullock elected to receive $95,147 of his total annual retainer and any fees for serving on committees in cash and $26,237 in Common Stock. The amount taken in Common Stock reflects the grant date fair value of the stock award.

4.	As an employee of the Corporation, Mr. Flitman did not receive any compensation for his service as a director in 2021. As a named executive officer, the compensation Mr. Flitman received as an employee during 2021 is set forth in “Executive Compensation and Other Information” below.

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, 2021:

Name		Number of Shares  Underlying Restricted Stock Units
Daniel Agroskin		3,459
Mark A. Alexander		5,119
Cory J. Boydston		5,119
David W. Bullock		5,119
Cleveland A. Christophe		3,459
W. Bradley Hayes		3,459
Paul S. Levy		3,459
Brett N. Milgrim		3,459
James O’Leary		5,119
Floyd F. Sherman		3,459
Craig A. Steinke		3,459

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Builders FirstSource,
Inc.




|  2022 Proxy Statement