Dave Rush
Builders FirstSourceAbout Dave E. Rush
Dave E. Rush, age 62, has served on the Builders FirstSource (BLDR) Board since 2022. He is BLDR’s former President & CEO (retired November 6, 2024) and continued as a Special Advisor through March 2025; in the 2025 proxy, he is identified as a non‑independent director due to his employment through March 31, 2025 and serves on the Technology Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Builders FirstSource, Inc. | Special Advisor | 2024–Mar 2025 | Advisory support post-CEO transition; compensated $50,000/month |
| Builders FirstSource, Inc. | President & Chief Executive Officer | 2022–Nov 2024 | Led operational execution; oversaw digital platform launch and M&A; transitioned to Board |
| Builders FirstSource, Inc. | Senior executive roles (COO–East; EVP Strategic Mgmt Office; Integration lead for BMC/ProBuild; SVP Strategy & BD) | 1999–2022 | Integration leadership for major acquisitions; strategic and operational oversight |
External Roles
- No other public company directorships or external board roles disclosed for Dave E. Rush in the proxy biography .
Board Governance
| Item | Detail |
|---|---|
| Independence status | Not independent in 2025 (one of two non‑independent directors alongside CEO Peter Jackson) due to employment through March 31, 2025 |
| Committee memberships | Technology Committee (member); committee formed April 1, 2025; independence 3 of 4 members (Rush is the non‑independent member) |
| Committee chair roles | None (Technology Committee chaired by James O’Leary) |
| Board meeting attendance | In 2024, each incumbent director attended at least 75% of combined Board and committee meetings; Board met 9 times; Tech Committee formed in 2025 and did not meet in 2024 |
| Years of service on BLDR board | Director since 2022 |
| Lead independent director | Not disclosed; Board chaired by Paul S. Levy (independent) |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (directors, non‑employee) | $120,000 | Payable quarterly in advance |
| Chair of Board retainer | $150,000 | Additional to director retainer |
| Committee fees – Chair | Audit: $30,000; Compensation: $20,000; Nominating & Corporate Governance: $20,000; Technology: $20,000 | Annual fees, no per‑meeting fees |
| Committee fees – Member | Audit: $5,000; Compensation: $5,000; Nominating & Corporate Governance: $5,000; Technology: $5,000 | Annual fees, no per‑meeting fees |
| Equity grant (RSUs, directors) | $175,000 grant‑date fair value; vests at 1‑year or upon death/disability/retirement | Value ÷ FMV on grant date; pro‑rated for partial year |
| Election to take retainers in stock | Allowed; fully‑vested shares in lieu of cash, granted quarterly | Must elect during open window; effective following year |
| 2024 Director Compensation (Dave E. Rush) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| As employee‑director (no director pay) | — | — | — |
| Note | As an employee, Rush received no director compensation in 2024; post‑advisory period, he receives non‑employee director pay per program |
- Special Advisor compensation: $50,000 per month during advisory term through March 2025 .
Performance Compensation
| 2024 Corporate Annual Incentive Plan Metric | Weight | Threshold | Target | Max | Achievement | Payout (% of total target) |
|---|---|---|---|---|---|---|
| Corporate Adjusted EBITDA | 70% | $2.24B | $2.80B | ≥$3.36B | $2.33B | 28.7% (Jackson, Rush, Beckmann, Herron) |
| Working Capital as % of Sales | 15% | 10.2% | 9.5% | ≤6.8% | 9.0% | 19.2% |
| Safety – Recordable Incident Rate (RIR) | 5% | 1.54 | 1.39 | 1.24 | 1.39 | 5.1% (Jackson, Rush, Beckmann, Herron) |
| Safety Training | 5% | 85% | 90% | 100% | 99.9% trained | 10.0% |
| Respectful & Inclusive Culture (RIC) Training | 5% | 85% | 90% | 100% | 99.9% trained | 10.0% |
| 2024 Bonus Outcome (Dave E. Rush) | Target Bonus (% of salary) | Target Amount ($) | % of Target Earned | Actual Bonus ($) |
|---|---|---|---|---|
| Former CEO (corporate plan) | 150% | 1,446,721 | 73.0% | 1,059,209 |
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Citations:
| 2024 Long‑Term Equity (awarded March 2024) | Target Value ($) | Vehicle | Vesting & Metrics |
|---|---|---|---|
| Dave E. Rush | 6,000,000 | 50% RSUs; 50% PSUs | RSUs: time‑based, 3 equal annual installments; PSUs: ROIC tranches for 2024–2026 and 3‑year avg; TSR modifier ±10% vs Dow Jones U.S. Construction & Materials Index |
| 2024 Stock Awards (grant‑date fair value) | 6,112,772 | Time‑ & performance‑based RSUs | Monte Carlo for PSUs valuation; terms per 2014 Incentive Plan |
Change-in-control and severance mechanics (governance): BLDR uses double‑trigger vesting upon change in control; Rush waived Severance Plan rights at retirement, but continues “Continuous Service” for award treatment as a director; RSUs/PSUs have defined acceleration in death/disability/change in control contexts .
Other Directorships & Interlocks
- No other public company boards disclosed for Dave Rush .
- Context: BLDR notes prior interlocks with supplier PGT Innovations among certain directors (not attributed to Rush); PGT was acquired in March 2024 and those directors resigned from PGT’s board at that time .
Expertise & Qualifications
- Core credentials: CEO/President leadership; building materials industry expertise; operational responsibility; finance; business development/M&A; deep BLDR institutional knowledge (integration of BMC and ProBuild) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dave E. Rush | 131,820 | * (<1%) | Includes 32,410 shares issuable upon RSU conversion that vest on earlier of Mar 15, 2026 or death/disability/retirement; beneficial ownership includes rights to acquire within 60 days (retirement Mar 31, 2025) |
- Anti‑hedging/pledging: BLDR prohibits hedging and pledging without prior written approval; policy applies to directors and executives .
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; unvested RSUs count; as of Oct 2024, all directors/executives were either compliant or within grace period .
Governance Assessment
- Independence and committee composition: Rush is non‑independent in 2025 (employment through March 31, 2025) and serves on the newly formed Technology Committee where 3 of 4 members are independent; mixing a recent CEO on technology oversight can be positive for execution but reduces pure independence in that committee’s oversight (investors often prefer fully independent oversight for risk domains like cybersecurity/digital strategy) .
- Attendance and engagement: Board met 9 times in 2024; each incumbent director attended ≥75% of Board/committee meetings, indicating baseline engagement .
- Pay-for-performance signals: As CEO, Rush’s 2024 bonus paid at 73% of target amid EBITDA underperformance vs AOP but strong working capital and safety/training goals; LTIP focused on ROIC and TSR indicates capital discipline and shareholder alignment .
- Severance and award treatment: Rush waived Severance Plan rights at retirement, but award treatment continues under “Continuous Service” as director; BLDR maintains double‑trigger change‑in‑control vesting and a Dodd‑Frank compliant clawback policy—these features are shareholder‑friendly .
- Shareholder support: Say‑on‑pay approval ~95% in 2024, suggesting constructive investor feedback on compensation design during Rush’s CEO tenure .
- Related parties/conflicts: No Rush‑specific related‑party transactions disclosed; BLDR has a formal Related Party Transaction Policy and Audit Committee oversight; prior PGT interlocks were addressed upon acquisition .
RED FLAGS/Watch items:
- Non‑independence: Rush’s non‑independent status through 2025 and participation on Technology Committee reduce pure independence of that oversight function; monitor independence transition in future cycles .
- Role transition compensation: $50,000/month advisory pay until March 2025 is standard but warrants monitoring to ensure clear scope and limited duration .