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Cory Boydston

Director at Builders FirstSourceBuilders FirstSource
Board

About Cory Boydston

Independent director at Builders FirstSource (BLDR) since 2021; age 66. Career CFO and CPA with 40+ years of public company finance experience primarily in homebuilding; currently serves on BLDR’s Nominating & Corporate Governance Committee. Board determined she is independent under NYSE and SEC standards; in 2024 each incumbent director attended at least 75% of combined Board and committee meetings, and her committee recorded 100% meeting attendance .

Past Roles

OrganizationRoleTenureCommittees/Impact
Ashton Woods USA L.L.C.Chief Financial Officer2009–2022Led finance at largest private U.S. homebuilder; deep end‑market expertise
Starwood Land Ventures, LLCSVP, CFO & Partner2008–2009Residential land acquisition/development finance leadership
Beazer Homes USA, Inc.SVP, Finance & Treasury1998–2008Corporate finance and treasury in public homebuilder
Lennar CorporationCFO and other senior roles1987–1997Senior finance leadership at major homebuilder

External Roles

OrganizationRoleTenureCommittees/Impact
The New Home Company (private)Director2023–PresentAudit Committee Member; ESG Committee Member
BMC Stock Holdings, Inc.Director (prior)2018–2021Public board experience; industry interlock history (BMC merged with BLDR)

Board Governance

  • Committee assignments: Nominating & Corporate Governance Committee (Member). That committee met 5 times in 2024 with 100% attendance; responsibilities include director nominations, committee appointments, director compensation eligibility/levels, governance oversight, and CSR/sustainability oversight .
  • Independence: Affirmatively determined independent; all members of Audit/Compensation/Nominating committees meet heightened SEC/NYSE independence standards .
  • Attendance: In 2024, Board met 9 times; each incumbent director attended at least 75% of combined Board/committee meetings (her committee logged 100%) .
  • Executive sessions: Independent directors meet in regularly scheduled executive sessions outside management presence .

Fixed Compensation

ComponentAmount/Policy2024 Actual for C. Boydston
Annual Board cash retainer$120,000 (payable quarterly) $124,677 (elected to receive in Common Stock for 2024)
Committee member fee$5,000 per committee; Chair fees: Audit $30,000; Comp $20,000; Nominating $20,000; Technology $20,000 Included in “Fees Earned” amount; taken in Common Stock
Meeting feesNone (no per‑meeting fees) N/A
Total director cash/stock fees$124,677

Notes

  • Several directors, including Boydston, elected to take annual retainers and committee fees in fully vested Common Stock for the full year 2024—an alignment positive .

Performance Compensation

Equity AwardGrant Value/StructureVesting
Annual RSU grant (director)$175,000 grant value (shares determined by grant‑date fair market value) Vests in full on earlier of first anniversary or upon death, disability, or retirement
2024 RSU grant (reported value)$174,945 (aggregate grant‑date fair value) As per director RSU vesting terms above

Directors do not receive options or performance‑conditioned equity; RSUs are time‑vested and designed for retention and alignment .

Other Directorships & Interlocks

CompanyRelationship to BLDRPotential Interlock/Conflict Considerations
The New Home Company (private)Operates in BLDR’s end‑market (homebuilding) Industry overlap with customers; Board affirmed independence; related‑party transactions reviewed by Audit Committee per policy
BMC Stock Holdings, Inc. (prior)Pre‑merger public peer; BLDR completed merger with BMC in 2021Historical interlock; not ongoing; no related‑party transaction disclosed for Boydston

Expertise & Qualifications

  • Homebuilding industry, finance, business development/M&A; public company board experience .
  • Committee work aligned to governance and CSR oversight via Nominating & Corporate Governance Committee .

Equity Ownership

MetricValueContext
Beneficial ownership (as of March 28, 2025)20,955 shares; less than 1% of outstanding
RSUs outstanding (as of Dec 31, 2024)1,194 underlying shares
Stock ownership guidelinesDirectors expected to hold ≥5x annual cash retainer; unvested RSUs count; all directors/executives either compliant or in grace period (as of Oct 2024 review)
Hedging/pledging policyAnti‑hedging and anti‑pledging prohibitions without prior written approval; insider trading policy applies to directors

Governance Assessment

  • Alignment positives:

    • Independent director with deep end‑market finance experience; sits on Governance Committee overseeing nominations, compensation eligibility/levels for directors, and CSR/sustainability—supports board effectiveness .
    • Strong engagement: committee attendance 100%; overall Board and committee attendance threshold met; presence of executive sessions enhances independent oversight .
    • Compensation mix shows equity alignment: elected to take retainers/fees in stock; annual RSU grant structure promotes ownership; beneficial ownership disclosed; director ownership guidelines in place and broadly complied with .
    • Robust related‑party and ethics policies; Audit Committee reviews material related‑party transactions; no specific related‑party transactions disclosed for Boydston .
  • Potential watch items:

    • Industry overlap: external directorship at a private homebuilder in BLDR’s end‑market could present perceived conflict if material transactions occur; mitigated by independence determination and related‑party oversight .
    • Historical interlock via prior BMC board service is legacy and non‑current; monitor any future shared boards with suppliers/customers (PGT example applied to other directors previously) .
  • Broader governance signals:

    • High say‑on‑pay support (nearly 95% in 2024) indicates investor confidence in compensation governance; Board is proposing declassification and added a Technology Committee, both positive governance evolutions .