Brett Milgrim
Builders FirstSourceAbout Brett N. Milgrim
Independent director at Builders FirstSource (BLDR) since 1999; age 56; Compensation Committee member. Core credentials include corporate finance and capital markets expertise, building materials industry knowledge, and M&A experience from roles at JLL Partners and Co‑Chairmanship at Loar Holdings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Builders FirstSource | Director (Independent) | 1999–present | Compensation Committee member |
| JLL Partners, Inc. | Managing Director | 1997–2011 | — |
| Loar Holdings, Inc. | Co‑Chairman of the Board | 2017–present | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Loar Holdings, Inc. | Co‑Chairman/Director | 2017–present | Public company board |
| PGT Innovations, Inc. | Director | 2003–2024 | BLDR supplier; board members resigned post March 2024 acquisition |
| Horizon Global Corp. | Director | 2019–2023 | Public company board |
Board Governance
- Independence: Affirmatively determined independent; Compensation Committee composed solely of independent directors .
- Committee assignments: Compensation Committee member; Compensation Committee met 5 times in 2024 with Milgrim’s attendance at 93% .
- Board/committee attendance: In 2024, every incumbent director attended ≥75% of combined Board and committee meetings; Board met 9 times, Compensation Committee 5 times .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions without management .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $120,000 | Payable quarterly; Eligible Directors only |
| Committee member fee (Compensation Committee) | $5,000 | Annual fee; no per‑meeting fees |
| Annual RSU grant (policy value) | $175,000 | RSUs vest on earlier of first anniversary or death/disability/retirement |
| 2024 Fees earned or paid in cash (reported) | $124,677 | Milgrim elected to take cash retainers/committee fees in Common Stock; amount reflects grant‑date fair value |
| 2024 Stock awards (reported) | $174,945 | Aggregate grant‑date fair value of 2024 RSUs |
| 2024 Total director compensation (reported) | $299,622 | Sum of cash/stock awards |
- Director compensation program discloses ability to elect fully vested common stock in lieu of cash retainers; Milgrim elected stock for 2024 cash components .
Performance Compensation
| Performance-linked metrics for director pay | Disclosure |
|---|---|
| None | BLDR’s director pay uses retainers, committee fees, and time‑based RSUs; no performance metrics tied to director compensation disclosed . |
Other Directorships & Interlocks
- PGT Innovations: Prior directorship at a BLDR supplier; all BLDR board members serving on PGT resigned upon MITER Brands’ acquisition in March 2024 (mitigates ongoing interlock risk) .
- Compensation Committee Interlocks: None requiring Item 404 disclosure; no cross‑board compensation interlocks noted for BLDR’s Compensation Committee (members Christophe, Milgrim, O’Leary) .
Expertise & Qualifications
- Corporate finance and capital markets; building products industry; business development & M&A .
- Long BLDR board tenure with prior service on other building products boards (PGT Innovations, Horizon Global) enhances sector insight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | RSUs Underlying | Notes |
|---|---|---|---|---|
| Brett N. Milgrim | 78,369 | <1% | 1,194 | Beneficial ownership includes shares convertible within 60 days; RSUs vest on earlier of first anniversary or death/disability/retirement |
- Stock ownership guidelines: Directors required to hold 5× annual cash retainer; all directors either in compliance or within grace period as of Oct 2024 .
- Anti‑hedging/pledging: Hedging and pledging prohibited without prior written approval; no pledging disclosed for Milgrim .
Governance Assessment
- Alignment: Milgrim elected to receive retainers in Common Stock, and holds RSUs consistent with director ownership guidelines—positive signal for alignment with shareholders .
- Independence and oversight: Independent status; active role on Compensation Committee (93% attendance; 5 meetings in 2024) supports board effectiveness in pay oversight .
- Potential conflicts: Historic interlock with supplier PGT Innovations ended upon March 2024 acquisition; no Item 404 related‑party transactions disclosed for Compensation Committee members—risk appears mitigated .
- Policies: Robust clawback policy (NYSE‑compliant), anti‑hedging/pledging, and director stock ownership guidelines further strengthen governance .
- Engagement: Board and committee meeting cadence and ≥75% attendance across directors indicate baseline engagement; Milgrim’s 93% committee attendance is acceptable but not perfect—monitor for sustained high attendance .
RED FLAGS: None acute currently. Historical supplier interlock (PGT) warrants continued monitoring for any related‑party dynamics, but board actions (resignations) and no Item 404 disclosures reduce concern .