Cleveland Christophe
Builders FirstSourceAbout Cleveland A. Christophe
Independent Class I director since 2005 (age 79). Chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee; career background spans Citibank senior roles, private equity leadership, and industrial services, with credential as a Chartered Financial Analyst (since 1975) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US&S, Inc. | President | 2009–2013 | Senior leadership of government services supplier |
| TSG Capital Group | Managing Partner (founder) | 1992–2008 | Led private equity investments; governance experience |
| TLC Group, L.P. | Senior Vice President | 1987–1988 | Finance/transactions leadership |
| Citibank, N.A. | Senior positions | 1971–1987 | Banking/finance management; foundational expertise |
| Professional Credential | Chartered Financial Analyst | Since 1975 | Finance qualification |
External Roles
| Category | Role/Company | Tenure | Notes |
|---|---|---|---|
| Other public company boards | Not specifically listed | — | Proxy biography references prior service on other public company boards and audit committees but does not name current boards |
Board Governance
| Committee | Role | 2024 Meetings | Attendance | Independence | Notes |
|---|---|---|---|---|---|
| Compensation | Chair | 5 | 93% (committee) | 3 of 3 independent | Oversees CEO/EO pay, equity plans, clawback, stock ownership guidelines, succession, human capital |
| Nominating & Corporate Governance | Member | 5 | 100% (committee) | 3 of 3 independent | Director nominations, board/committee appointments, director pay eligibility/levels, CSR & sustainability oversight |
| Board of Directors | Director | 9 | ≥75% for each director | 11 of 13 directors independent | Independent directors meet in regular executive sessions; Audit/Comp/NomGov committees solely independent |
- Audit Committee Charter notes oversight of financial reporting, auditor independence, internal audit, and annual review of material related party transactions .
- Board Chair is Paul S. Levy (independent) .
Fixed Compensation
| Item | Amount/Terms | Period/Date |
|---|---|---|
| Annual cash retainer (eligible directors) | $120,000 | Policy in effect for 2024; payable quarterly |
| Committee chair/member fees | Audit: $30,000 chair / $5,000 member; Compensation: $20,000 chair / $5,000 member; Nominating & Corporate Governance: $20,000 chair / $5,000 member; Technology: $20,000 chair / $5,000 member | Policy in effect for 2024 |
| Christophe – fees earned or paid in cash | $140,000 | 2023 (reported in 2024 proxy) |
| Cash-in-lieu election option | May elect fully vested common stock in lieu of quarterly cash retainers (election effective following year) | Program detail |
Performance Compensation
| Equity Award | Grant Value | Shares | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (directors) | $175,000 grant-date fair value | Determined by $175k / FMV | Vests in full on earlier of first anniversary or upon cessation due to death, disability, or retirement | Program terms for 2024 |
| Christophe – RSU grant value | $174,966 | — | Per program | 2023 reported grant value |
| RSUs outstanding (as of Dec 31, 2023) | — | 1,446 | Time-based per policy | Christophe count |
| RSUs outstanding (as of Dec 31, 2024) | — | 1,194 | Time-based per policy | Christophe count |
- Director equity is time-based RSUs; no performance metrics (e.g., TSR/EBITDA goals) disclosed for director awards .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| Not disclosed | — | — | Biography mentions prior service on other public company boards/audit committees, but current external boards are not named in the proxy |
Expertise & Qualifications
- Substantial financial and management expertise from investment banking and private equity leadership; significant senior management experience in commercial/industrial services .
- Chartered Financial Analyst since 1975, bringing finance discipline to compensation oversight .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 33,083 | As of March 28, 2025 (includes shares acquirable within 60 days such as RSUs) |
| Ownership % of outstanding | <1% | As shown in proxy table |
| RSUs included in “acquirable within 60 days” | 1,194 | Footnote confirms treatment; vests on earlier of first anniversary or specified cessation events |
| Directors’ stock ownership guidelines | 5x annual cash retainer (RSUs count; 50% net shares retention until met) | Policy and administration by Compensation Committee |
| Compliance status | All directors/EOs in compliance or within grace period (Oct 2024 evaluation) | Policy review outcome |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited without prior written approval of General Counsel | Insider Trading Policy |
Governance Assessment
- Committee leadership and independence: Christophe chairs a fully independent Compensation Committee and serves on a fully independent Nominating & Corporate Governance Committee; independence affirmed by the Board, with audit/comp/nomgov committees solely independent .
- Engagement and attendance: Committee-level attendance was strong (NomGov 100%; Comp Committee 93%), and each director met ≥75% of combined Board/committee meetings in 2024, indicating active oversight .
- Pay structure and alignment: Director pay combines fixed retainers/committee fees with annual time-based RSUs ($175k grant value), plus option to take retainers in stock, supporting ownership alignment without performance-linked metrics for directors .
- Ownership and risk controls: Christophe beneficially owns 33,083 shares (<1% of outstanding), is subject to stringent ownership guidelines (5x cash retainer) and anti-hedging/anti-pledging policies; 2024 review found directors compliant or within grace periods .
- Clawback governance: Compensation Committee (chaired by Christophe) adopted an NYSE-compliant compensation recoupment policy effective Dec 1, 2023 for executive officer performance-based pay upon restatement, strengthening pay-for-performance oversight .
- Related-party and conflicts: Audit Committee annually reviews material related party transactions; Board’s independence review found no relationships impairing Christophe’s independence, reducing conflict risk .
RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, or attendance shortfalls; director awards are time-based RSUs (no repricing or performance goal softening disclosed) .
Signals to investors: Long-tenured, financially credentialed chair of Comp Committee with documented policies on clawbacks, ownership, and anti-hedging; compensation mix and ability to take retainers in stock enhance alignment while maintaining committee independence and strong attendance .