Johnny Cope
Builders FirstSourceAbout Johnny Cope
Johnny Cope is President – Commercial Operations at Builders FirstSource (BLDR), appointed June 17, 2024; age 56 as of April 4, 2025, with nearly three decades of industry experience across James Hardie, Electrolux Major Appliances North America, and GE, and a BBA from Texas Tech University . BLDR’s 2024 performance metrics that underpin executive compensation include Adjusted EBITDA of $2.33B, ROIC of 20.7%, and Working Capital as % of Sales of 9.0%; PSUs carry a TSR modifier with BLDR’s three-year TSR at 66.8% and top quartile ranking versus the Dow Jones U.S. Construction & Materials Index peer set . The company’s LTIP emphasizes ROIC across annual and three-year tranches and time-based RSUs to balance long-term value creation and retention .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| James Hardie | SVP North American Sales | Beginning Feb 2019; prior to BLDR appointment | Led NA sales for a major building materials OEM; deep channel and product exposure |
| Electrolux Major Appliances North America | VP, Builder and Home Depot businesses | Over a decade (years not individually disclosed) | Ran builder and big-box retail channel operations; large-scale go-to-market leadership |
| General Electric Company | Multiple leadership roles | Six years (years not individually disclosed) | Diversified leadership foundation at a global industrial conglomerate |
External Roles
None disclosed in the proxy .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $525,000 |
| Target Bonus (%) | 100% of salary |
| Actual Bonus Paid ($) | $525,000 (guaranteed 100% of target under 2024 plan) |
| Sign-on Bonus ($) | $793,000 |
| All Other Compensation ($) | $90,638 (includes $89,729 relocation; $909 401(k)) |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Corporate Adjusted EBITDA | 70% | $2.24B | $2.80B | ≥$3.36B | $2.33B | Cope’s payout was guaranteed; not performance-based (see note) |
| Working Capital as % of Sales | 15% | 10.2% | 9.5% | ≤6.8% | 9.0% | Cope’s payout was guaranteed; not performance-based |
| Safety (RIR reduction) | 5% | 1.54 | 1.39 | 1.24 | 1.39 | Cope’s payout was guaranteed; not performance-based |
| Safety Training | 5% | 85% | 90% | 100% | 99.9% | Cope’s payout was guaranteed; not performance-based |
| RIC Training | 5% | 85% | 90% | 100% | 99.9% | Cope’s payout was guaranteed; not performance-based |
- Note: In connection with his appointment, Cope received a guaranteed payout equal to 100% of his target bonus ($525,000), irrespective of performance under the 2024 Corporate Incentive Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Shares) | 792 shares |
| Ownership % of Outstanding | <1% (“*” per proxy) |
| Equity Awards (2024 Grants) | RSUs: 3,146 units granted 7/18/2024; fair value $500,025 • PSUs: Target 3,145, Threshold 353, Max 6,919; granted 7/18/2024; fair value $637,932 |
| RSU Vesting Schedule | Generally in equal annual installments on the first three anniversaries of grant (i.e., July 18, 2025/2026/2027), subject to continued employment |
| PSU Performance & Vesting | Four tranches: 2024, 2025, 2026 annual ROIC and 3-year average ROIC; payouts 50–200% of target via linear interpolation; +/-10% TSR modifier vs Dow Jones U.S. Construction & Materials Index; vests at 3-year cliff (July 18, 2027), subject to continued employment |
| Stock Ownership Guidelines | Executives: 3x annual base salary; unvested RSUs count; retention of 50% net shares until compliant |
| Compliance Status (policy) | Committee found all directors/executives either compliant or within grace period (individual status not itemized) |
| Hedging/Pledging | Prohibited without prior written approval under insider trading policy; includes options/warrants/shorts/margin/other hedges and pledges |
| Options | Program emphasizes RSUs/PSUs; NEOs did not exercise stock options in 2024 |
Employment Terms
| Provision | Terms for Johnny Cope |
|---|---|
| Severance Plan Tier | Tier II participant under Executive & Key Employee Severance Plan |
| Regular Severance (no CIC) | Cash: pro rata annual bonus (based on actual results) + 1.5x (base salary + target bonus); Health: 18 months continuation (net of active rate); Equity: pro rata vesting of time-based; pro rata PSUs based on actual performance at period end |
| Change-in-Control (double-trigger) | Cash: pro rata target annual bonus + 2.0x (base salary + target bonus); Health: 24 months continuation; Equity: time-based RSUs accelerate; PSUs earned at the greater of target or actual (for in-progress periods), and target for periods not commenced |
| Non-Compete / Non-Solicit | Non-compete, customer non-solicitation, employee non-recruitment for 18 months post-termination (Tier II) |
| Clawback | Dodd-Frank compliant recoupment policy (effective Dec 1, 2023); restatement-based recovery of overpaid performance incentives for three completed fiscal years preceding restatement |
| Award Acceleration (death/disability/CIC) | RSUs accelerate on death/disability; PSUs continue to vest at stated date as if employed; all RSUs/PSUs accelerate on change in control per award agreements |
Compensation Structure Notes
- 2024 LTIP mix: 50% RSUs (time-based), 50% PSUs (ROIC-focused with TSR modifier), aligning pay with capital efficiency and shareholder returns while supporting retention .
- Peer group benchmarking: Compensation targeted approximately at market median; 2024 peer group includes 19 companies spanning building products, HVAC, distribution, and homebuilders (e.g., Owens Corning, Carrier, Lennar, Sherwin-Williams, WESCO, Trane, Whirlpool) .
- Say-on-Pay: Nearly 95% approval in 2024, indicating shareholder support of the pay program design .
Investment Implications
- Alignment: A meaningful 2024 equity grant ($1.0M target split between RSUs/PSUs) tied to ROIC and a TSR modifier should align Cope’s incentives with value-creation drivers (capital efficiency and relative return), while anti-hedging/pledging and ownership guidelines strengthen alignment .
- Retention: 3-year cliff PSUs and 3-year RSU vesting cadence create retention hooks into 2027; Tier II severance and 18-month non-compete/non-solicit further mitigate near-term departure risk .
- Selling Pressure: RSU vesting anniversaries on July 18 in 2025/2026/2027 introduce potential structured selling windows; however, policy requires retention of 50% of net shares until guideline compliance and prohibits hedging/pledging, moderating pressure .
- Pay-for-Performance Integrity: A guaranteed first-year bonus (100% of target) eases transition but is not performance-linked; future payouts should be driven by EBITDA/WC/Safety CSR and ROIC/TSR performance levers as plan normalization occurs, with clawback coverage in place .