Dirkson Charles
Builders FirstSourceAbout Dirkson R. Charles
Independent Class II director (director since 2022), age 61, and a member of the Audit Committee designated as an “audit committee financial expert.” Charles is Founder, Chief Executive Officer and Executive Co‑Chairman of Loar Holdings, Inc., Chairman of Doncasters Group Limited, and a licensed CPA with prior public accounting experience and senior operating/finance roles in aerospace manufacturing; the Board affirmed his independence in its 2025 proxy .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Loar Holdings, Inc. | Founder, Chief Executive Officer & Executive Co‑Chairman | 2012 – Present | Public aerospace components designer/manufacturer leadership; CEO-level operating and M&A experience |
| Doncasters Group Limited | Chairman | 2020 – Present | Privately held manufacturer of high‑precision alloy components; board leadership |
| McKechnie Aerospace | Executive Vice President | 2007 – 2012 | Senior leadership in aerospace manufacturing |
| K&F Industries | Executive Vice President & Chief Financial Officer | Prior to 2012 | Aviation wheels, brakes, tanks and brake control systems; CFO experience and CPA credential |
External Roles
| Organization | Role | Tenure | Notable Interlocks/Notes |
|---|---|---|---|
| Loar Holdings, Inc. | Director | 2020 – Present | BLDR directors Paul S. Levy (Loar director since 2024) and Brett N. Milgrim (Loar director since 2017) also serve on Loar’s board, creating network interlocks (aerospace industry; no BLDR related‑party transactions disclosed) |
Board Governance
- Committee assignments: Audit Committee member; Board designated Charles and all Audit Committee members as “financial experts” and confirmed SEC/NYSE independence standards compliance .
- Independence status: Board affirmed Charles is independent; overall Board has 11 of 13 independent directors .
- Attendance and engagement: Audit Committee held 4 meetings in 2024 with 100% attendance; the Board met 9 times, and each incumbent director attended at least 75% of combined Board/committee meetings .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 4 | 100% (committee) |
The Audit Committee reviews financial reporting quality, auditor oversight, internal controls, and material related‑party transactions, and reports quarterly to the Board .
Fixed Compensation
- Director compensation program: Annual cash retainer $120,000; committee member fees: Audit $5,000, Compensation $5,000, Nominating & Corporate Governance $5,000, Technology $5,000; Chair fees: Audit $30,000, Compensation $20,000, Nominating & Corporate Governance $20,000, Technology $20,000; annual RSU grant targeted at $175,000 with one‑year vest or earlier upon death/disability/retirement; directors may elect to take retainers in fully‑vested stock in lieu of cash .
- 2024 compensation for Charles: elected to take cash retainers in Common Stock; RSU grant fair value ~$174,945; total $299,622 .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 124,677 (elected stock in lieu of cash) | 174,945 | 299,622 |
Performance Compensation
Directors do not receive performance‑based equity; annual director RSUs are time‑vested and determined by dividing $175,000 by grant‑date fair market value. RSUs vest in full on the earlier of the first anniversary of grant or cessation due to death, disability, or retirement .
| Equity Award Type | Grant Policy | Vesting | 2024 RSUs Outstanding (12/31/24) |
|---|---|---|---|
| RSUs (time‑based) | $175,000 / grant‑date price | Full vest on earlier of first anniversary or death/disability/retirement | 1,194 |
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Notes |
|---|---|---|---|
| Loar Holdings, Inc. | Aerospace | Director (since 2020) | Interlocks with BLDR directors Paul S. Levy (Loar director since 2024) and Brett N. Milgrim (Loar director since 2017) |
No BLDR‑related party transactions disclosed with Loar or Doncasters; prior BLDR director service at supplier PGT Innovations ended upon its acquisition by MITER Brands in March 2024; the Audit Committee oversees related‑party review under the Company’s policy .
Expertise & Qualifications
- CEO/President leadership, operational responsibility, finance, business development & M&A; licensed CPA and prior public accounting experience .
- Designated audit committee “financial expert” by the Board .
Equity Ownership
| Metric | Value |
|---|---|
| Shares of BLDR Common Stock beneficially owned (as of Mar 28, 2025) | 8,530; <1% of outstanding shares |
| RSUs outstanding (as of Dec 31, 2024) | 1,194 |
| Director stock ownership guideline | 5× annual cash retainer (excluding chair fees) |
| Compliance status | All directors were either compliant or within grace period to reach required totals (Oct 2024 review) |
| Hedging/Pledging | Prohibited without prior written approval per Insider Trading Policy |
Governance Assessment
- Strengths: Independent director with deep finance/accounting credentials (CPA) and current CEO experience; Audit Committee membership and “financial expert” designation support board effectiveness in oversight of reporting and controls; full committee attendance; director compensation taken in stock in 2024 and annual RSUs enhance ownership alignment; robust ownership guidelines and anti‑hedging/pledging policy .
- Interlocks/Conflicts: Multiple BLDR directors also serve on Loar’s board (Levy, Milgrim), creating governance interlocks; however, no related‑party transactions with Loar or Doncasters are disclosed, and BLDR’s policy mandates Audit Committee review of such transactions (mitigating risk) .
- Attendance/Engagement: Audit Committee 100% attendance and Board‑level minimum attendance thresholds were met across directors; independent‑director executive sessions held annually .
- RED FLAGS: None disclosed regarding pledging, hedging, loans, or related‑party transactions involving Charles; monitor Loar interlocks for potential information flow or future transactions that could require recusal and Audit Committee review .