Cheryl Ainoa
Builders FirstSourceAbout Cheryl Ainoa
Independent director since March 1, 2025; age 60; currently a member of BLDR’s Technology Committee. Ainoa is a seasoned technology and product executive with 25+ years leading software engineering, product development, and digital innovation at large-scale consumer and enterprise platforms (Sam’s Club CTO, Intuit SVP Product Development, Yahoo SVP Global Service Engineering), giving her direct oversight experience in AI, cybersecurity, and digital transformation relevant to BLDR’s strategic priorities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sam’s Club | Executive Vice President, Chief Technology Officer (and other senior executive roles) | 2020 – Feb 2025 | Led technology and digital initiatives; deep experience in advanced software development and engineering |
| D2L | Chief Operating Officer | 2016 – 2020 | Operational leadership in edtech product and platform scaling |
| Intuit | Senior Vice President, Product Development | 2011 – 2015 | Directed product development for financial software suites |
| Yahoo! | Senior Vice President, Global Service Engineering (and other senior leadership roles) | 2003 – 2011 | Ran global service engineering; large-scale consumer internet ops |
| A&E Television Networks | Vice President, Product Development | 1998 – 2003 | Built media product capabilities and digital experiences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Move, Inc. | Director | 2014 | Public company director experience; no current interlocks disclosed with BLDR suppliers/customers |
Board Governance
- Committee assignments: Technology Committee member; committee formed April 1, 2025; current composition includes Chair James O’Leary, and members Ainoa, Maria Renz, and Dave Rush; 3 of 4 members are independent .
- Committee remit: Oversees technology strategy, digital platforms, AI trends, investment effectiveness; supports Audit Committee’s cybersecurity oversight .
- Independence: Board determined Ainoa is independent under NYSE and SEC standards; all Audit, Compensation, and Nominating committees are fully independent .
- Attendance: Board met 9x in 2024; each incumbent director attended ≥75% of combined meetings; Technology Committee did not meet in 2024 as it was formed in 2025 (Ainoa joined in 2025) .
- Board leadership and governance reforms: Independent Chair (Paul S. Levy); proposal to declassify the Board phased in starting 2026, with full annual elections by 2028; proposals also include removing limits on Board size and officer exculpation per Delaware law .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions annually .
Fixed Compensation
| Component | Amount | Vesting/Terms | Notes |
|---|---|---|---|
| Annual cash retainer (director) | $120,000 | Paid quarterly; may elect fully vested common stock in lieu of cash (election during open window, effective following year) | Alignment lever via stock election |
| Committee chair fees | Audit: $30,000; Compensation: $20,000; Nominating: $20,000; Technology: $20,000 | Annual; no per-meeting fees | |
| Committee member fees (non-chair) | $5,000 per committee | Annual; no per-meeting fees | |
| Annual RSU grant | $175,000 grant date fair value | Vests in full on earlier of first anniversary or cessation due to death, disability, or retirement; fair value equals closing price on grant date | Pro-rata RSU for mid-year new directors |
| 2024 actual for Ainoa | $0 | Appointed March 1, 2025; did not receive 2024 director compensation |
Performance Compensation
| Metric | Structure | Application to Directors |
|---|---|---|
| Performance-based equity | None disclosed for non-employee directors | Director equity is time-vested RSUs; no revenue/EBITDA/TSR targets; vesting on time or specified cessation events |
No director meeting fees; directors can elect to take retainers in stock, increasing alignment via fully vested quarterly share grants in lieu of cash .
Other Directorships & Interlocks
| Entity | Nature | Status/Notes |
|---|---|---|
| Move, Inc. | Prior public company directorship | 2014 service noted; no BLDR-related interlocks disclosed |
| PGT Innovations (supplier) | Prior board service by some BLDR directors | MITER Brands acquired PGT Innovations in March 2024; BLDR directors resigned from PGTI’s board at that time; policy and Audit Committee review govern related party transactions |
Expertise & Qualifications
- IT & Digital Innovation; public company director experience; advanced software product development and engineering; product management; emerging and transformational technologies—competencies explicitly highlighted by BLDR for Ainoa .
- Technology oversight capability aligned to BLDR’s end-to-end digital platform ambitions and cybersecurity oversight framework via Technology Committee/Audit Committee interaction .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Cheryl Ainoa | 364 | <1% | Includes 364 shares issuable upon RSU conversion; RSUs vest on earlier of first anniversary or death/disability/retirement |
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; unvested RSUs count; retention of 50% of net shares until compliant. As of Oct 2024, all directors/executives were compliant or within the grace period; new directors have up to five years to reach guidelines .
Governance Assessment
- Board effectiveness: Technology Committee adds targeted oversight of BLDR’s digital strategy (AI, platform development), with Ainoa’s deep tech background strengthening expertise where board had limited digital/IT representation previously .
- Independence and conflicts: Board affirmed Ainoa’s independence; BLDR maintains formal Related Party Transaction Policy with Audit Committee oversight; recent supplier-board interlocks were exited in 2024—no Ainoa-related transactions disclosed .
- Engagement and attendance: 2024 attendance thresholds met by incumbents; Ainoa appointed in 2025—no 2024 attendance datapoint; independent directors meet in executive sessions annually .
- Compensation alignment: Director RSUs and optional stock election for retainers create alignment; however, Ainoa’s current beneficial ownership is modest given recent appointment, mitigated by five-year guideline window and equity grants .
- Shareholder signals: Say-on-pay support ~95% in 2024 suggests broad investor confidence in compensation governance processes overseen by independent Compensation Committee with an independent consultant (Meridian) .
RED FLAGS
- Low immediate share ownership (<1%) given 2025 appointment; should be monitored for guideline trajectory (five-year window expected) .
- No director-specific performance metrics in equity grants (typical), so alignment relies on time-based RSUs and optional share election for retainers .
Positives
- Strong independence determinations and committee independence; establishment of Technology Committee focused on digital and cybersecurity oversight aligns with BLDR’s strategic differentiation via end-to-end digital platform .
- Board declassification proposal enhances accountability through annual elections by 2028, aligning with S&P 500 governance norms .