Bradley Hayes
Builders FirstSourceAbout W. Bradley Hayes
Independent director since 2019 (Age 59); serves as Audit Committee Chair. Career credentials include Executive Vice President, Chief Financial Officer and Treasurer at Laboratory Corporation of America Holdings (“LabCorp”) and nine years as a KPMG auditor; practiced as a CPA for three decades, and is designated an audit committee “financial expert.” The Board has affirmatively determined his independence under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laboratory Corporation of America Holdings (“LabCorp”) | EVP, CFO & Treasurer; various senior positions | 2005–2014 | Led public company finance; deep reporting, controls and treasury experience relevant to BLDR’s audit oversight |
| KPMG | Auditor | 9 years | Public accounting foundation; CPA background; enhances financial literacy on Audit Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indaptus Therapeutics, Inc. | Director | 2021–Present | Current public company directorship; no disclosed BLDR-related party ties |
| Patheon, N.V. | Director | 2016–2018 | Prior public board experience; strengthens governance perspective |
Board Governance
- Committee assignments: Audit Committee Chair; Board confirmed all Audit members—including Hayes—are independent, financially literate, and designated “financial experts.” Audit Committee met four times in 2024 with 100% attendance.
- Independence: Board determined Hayes is independent; BLDR had 11 of 13 independent directors in 2024.
- Attendance and engagement: Board met nine times in 2024; each incumbent director attended at least 75% of combined Board and committee meetings; directors encouraged to attend the annual meeting.
- Role in risk oversight: Audit oversees financial reporting integrity, compliance, internal audit, and supports cybersecurity oversight; regularly meets with CFO, General Counsel, internal audit and PwC.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions outside management.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $149,751 | Hayes elected to take annual cash retainer and any committee fees in Common Stock; “cash” column includes grant-date fair value of stock issued in lieu of cash. |
| Annual Director Cash Retainer | $120,000 | Eligible Directors only; payable quarterly in advance. |
| Audit Committee Chair Fee | $30,000 | Member fee is $5,000; Hayes is Chair. |
| Meeting Fees | None | BLDR does not pay per-meeting fees. |
Performance Compensation
| Equity Award Feature | 2024 Details | Vesting / Metrics |
|---|---|---|
| Annual RSU grant (Directors) | Grant-date fair value $175,000 | Vests in full on the earlier of first anniversary of grant or cessation due to death, disability, or retirement (time-based; no performance metrics). |
| RSUs outstanding (as of 12/31/2024) | 1,194 shares | Reflects unvested director RSUs under program; vests as above. |
| Stock in lieu of cash | Fully vested shares issued quarterly if elected | Election during open window; aligns pay with stockholder outcomes. |
| Options / PSUs (Directors) | None disclosed for directors | Director program uses time-vested RSUs; no option/PSU metrics. |
BLDR’s director equity is time-based, not performance-based; there are no bonus plans, options, or PSU metrics for non-employee directors.
Other Directorships & Interlocks
| Company | Relationship to BLDR | Potential Conflict Commentary |
|---|---|---|
| Indaptus Therapeutics, Inc. | No supplier/customer tie disclosed | No Item 404 related-party transactions disclosed involving directors; BLDR has a formal Related Party Transaction Policy with Audit Committee oversight. |
| Patheon, N.V. (prior) | No current tie | Historical role; no current BLDR conflict disclosed. |
Expertise & Qualifications
- CPA-trained finance executive; former public company CFO (LabCorp) with extensive SEC reporting and internal controls experience.
- Audit Committee “financial expert”; enhances oversight of auditors and internal audit; Board confirmed financial literacy of all Audit members.
- Operational responsibility and finance background relevant to BLDR’s complex, acquisitive, multi-division operations.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 28,104 | Includes shares convertible from RSUs within 60 days where applicable. |
| Ownership % of outstanding | <1% (asterisk) | Below 1% threshold of 113,742,815 shares outstanding (as of Mar 28, 2025). |
| RSUs outstanding (director) | 1,194 shares (12/31/2024) | Time-based director RSUs. |
| Ownership guideline | 5× annual director cash retainer | Directors must retain 50% of net shares until guideline met; unvested RSUs count. |
| Compliance status | All directors either compliant or within grace period (Oct 2024 review) | Administered by Compensation Committee. |
| Hedging/pledging | Prohibited without written approval; short sales/options restricted | Insider Trading Policy with anti-hedging/anti-pledging provisions. |
Governance Assessment
- Strengths
- Independent Audit Chair and SEC-designated “financial expert” with CFO background; 100% Audit Committee attendance in 2024. This supports high board effectiveness in financial oversight and auditor independence.
- Alignment signals: elected to receive retainers in stock; standard annual RSU grants; robust stock ownership guidelines with retention requirements; anti-hedging/pledging policy.
- No related-party transactions or consultant conflicts disclosed involving Hayes; BLDR maintains formal related party and pre-approval policies.
- Watch items
- External board service should remain within BLDR’s “overboarding” limits (≤4 public company boards; ≤3 public audit committees); Hayes appears within guidelines. Continued monitoring advisable given Audit Chair workload.
- Board is transitioning to annual elections (declassification proposal); governance change increases accountability and may modestly raise time demands on committee chairs.
Overall, Hayes’ profile and engagement support investor confidence in BLDR’s financial governance; no red flags disclosed on attendance, related-party exposure, or director pay practices.