Peter Jackson
Builders FirstSourceAbout Peter Jackson
Peter M. Jackson is President, Chief Executive Officer, and Director of Builders FirstSource, appointed CEO on November 6, 2024 and serving as a director since 2024; he previously served as Executive Vice President and Chief Financial Officer from 2016 to 2024 . He is 53 years old and leads BLDR after 17 years in the building products industry, with prior finance leadership roles at Lennox International, SPX Corporation, General Electric, and Gerber Scientific that underpin his operational and M&A expertise . Under management’s 2024 program, BLDR achieved Adjusted EBITDA of $2.33 billion versus a $2.8 billion target, working capital as a percentage of sales of 9.0% versus a 9.5% target, and ROIC of 20.7% while returning ~$1.5 billion via buybacks; this aligns incentive design to financial performance and capital deployment . Company TSR rose 432.5% from 2020–2024, with pay-versus-performance disclosure showing alignment between compensation actually paid and TSR over the period, though TSR declined approximately 20% in 2024; the Compensation Committee emphasizes Adjusted EBITDA, ROIC, TSR and Working Capital as key performance measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Builders FirstSource | EVP & Chief Financial Officer | 2016–2024 | Finance leadership, operational responsibility, business development and M&A expertise cited by the Board |
| Builders FirstSource | President & Chief Executive Officer | 2024–Present | CEO/President leadership experience; strategic, operational and finance insights to Board |
| Lennox International | VP & CFO, Residential Heating & Cooling Segment; VP Finance FP&A and M&A; VP & CFO, Refrigeration Section | 2007–2016 | Manufacturing and operational responsibility; finance and M&A leadership |
| SPX Corporation; General Electric; Gerber Scientific | Various financial leadership roles | Prior to 2007 | Broad finance and corporate experience |
External Roles
No external public company directorships are disclosed for Peter M. Jackson; his biography lists BLDR leadership roles and prior corporate finance experience without other board seats .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 655,000 | 685,785 | 752,672 (weighted; increased to $1,000,000 upon CEO promotion 11/6/24) |
| Target Bonus % of Salary | 150% (CFO in 2022; weighted program) | Not disclosed as %; CFO program applied | 127% (weighted for promotion timing) |
| Target Bonus ($) | 150,000 (bonus column; CFO transition year) | — | 955,909 |
| Actual Bonus Paid ($) | 1,202,273 (Non-Equity Incentive) | 1,355,658 (Non-Equity Incentive) | 697,161 (Non-Equity Incentive) |
| All Other Compensation ($) | 9,150 | 9,900 | 10,350 |
Notes:
- On promotion to CEO (effective Nov 6, 2024), the Compensation Committee set base salary at $1,000,000 and annual cash incentive target at 135% of base; an RSU grant valued at $6,500,000 was approved for Q1 2025, half time-based (three annual installments) and half performance-based (three-year vest subject to goals) .
Performance Compensation
| Metric (2024 Corporate Annual Incentive Plan) | Weighting | Threshold | Target | Maximum | Actual Achievement | Payout (% of Total Target) |
|---|---|---|---|---|---|---|
| Corporate Adjusted EBITDA | 70% | $2.24B | $2.80B | $3.36B+ | $2.33B | 28.7% for Jackson |
| Working Capital as % of Sales | 15% | 10.2% | 9.5% | 6.8% or below | 9.0% | 19.2% |
| Safety Goal (RIR reduction) | 5% | 1.54 | 1.39 | 1.24 | 1.39 | 5.1% for Jackson |
| Safety Training | 5% | 85% trained | 90% trained | 100% trained | 99.9% trained | 10.0% |
| RIC Training | 5% | 85% trained | 90% trained | 100% trained | 99.9% trained | 10.0% |
| Overall Payout | — | — | — | — | — | 73.0% of target for Jackson |
Long-Term Incentives (2024 grants):
- Mix: 50% RSUs (vest in equal annual installments over three years) and 50% PSUs (vest at third anniversary based on ROIC for 2024, 2025, 2026 and 3-year average; +/-10% TSR modifier vs peer index) .
- Peter Jackson target value: $1,750,000 split between RSUs and PSUs .
- 2024 RSU grant: 4,476 units; grant date 3/15/24 .
- 2024 PSU grant: target 4,475 units; threshold 503; maximum 9,845; grant date 3/15/24 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/28/2025) | 199,750 shares; less than 1% of outstanding |
| Stock ownership guidelines | CEO: 5x annual base salary; executives: 3x; directors: 5x annual cash retainer; unvested RSUs count toward requirement; retain 50% of net shares until compliant |
| Compliance status | All directors and executive officers were either compliant or within grace period as of Oct 2024 |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited without prior written approval of General Counsel; no short sales or margin accounts without approval |
| Outstanding awards (12/31/2024) | See table below |
Outstanding equity awards at year-end (12/31/2024):
| Award | Units Unvested (#) | Market Value ($) |
|---|---|---|
| 2022 RSU (vested 1/3 annually on 2/17/2023, 2024, 2025) | 3,621 | 517,550 (at $142.93) |
| 2022 PSU (vested 2/17/2025 on annual ROIC for 2022–2024 and 3-year average) | 20,071 | 2,868,748 (at $142.93) |
| 2023 RSU | 6,287 | 898,601 |
| 2023 PSU | 9,430 | 1,347,830 |
| 2024 RSU | 4,476 | 639,755 |
| 2024 PSU | 4,475 | 639,612 |
Notes:
- No stock options are shown for Jackson in the outstanding awards table; the company-wide equity plan includes 25,070 options outstanding overall, but Jackson’s specific holdings reflect RSUs/PSUs only in the disclosed table .
Employment Terms
| Provision | Terms (Peter Jackson – Tier I Participant) |
|---|---|
| Severance Plan (Regular Severance) | If terminated without cause or for good reason outside the 3 months before/24 months after a change in control: pro-rata annual bonus (based on actual results), cash severance equal to 2.0x base salary + target annual bonus, and 24 months health benefit cost coverage less active employee rate |
| Equity vesting on severance | Pro-rata vesting of time-based awards for next scheduled vesting date; pro-rata vesting of performance-based awards based on actual achievement at end of regular performance period |
| Restrictive covenants | Non-compete, customer non-solicit, employee non-recruitment for 24 months post-termination (Tier I) subject to state law |
| Change-in-control equity treatment | Incentive plan provides double-trigger vesting upon a change in control (separate from Regular Severance; equity requires CIC and qualifying termination) |
| Clawback policy | Dodd-Frank/NYSE-compliant compensation recoupment adopted Dec 1, 2023; recovers overpaid performance-based incentives for the three completed fiscal years preceding a restatement |
| Tax gross-ups | None provided |
| Perquisites | Generally limited; business-only air travel; standard benefits (health care, insurance, 401(k) matching), and certain senior officers eligible for reimbursement of medical expenses up to $50,000 via ArmadaCare |
Board Governance
- Board Service History and Roles: Jackson has been a director since 2024 and serves concurrently as CEO; he is not listed as a member of standing Board committees, which are composed solely of independent directors .
- Independence and Leadership: Eleven of thirteen directors are independent; Jackson and former CEO Rush are employee directors. The Board is led by an independent Chairman, Paul S. Levy, and independent directors meet in regular executive sessions .
- Committee Structure and Attendance: In 2024, the Board met nine times; Audit met four, Compensation five, Nominating & Corporate Governance five; all incumbent directors attended at least 75% of combined Board/committee meetings .
- Technology Oversight: A Technology Committee was formed in April 2025 to strengthen digital oversight; chaired by James O’Leary with independent members .
- Director Compensation: As an employee, Jackson received no director compensation; director retainers are $120,000 annually with additional chair/member fees and annual RSU grants ($175,000 target) for eligible non-employee directors .
Director Compensation (for Jackson as a director)
As an employee director, Jackson received no compensation for Board service; his total compensation is disclosed under Executive Compensation .
Compensation Structure Analysis
- Mix and Trend: Jackson’s 2024 total compensation was $3,242,905, comprising $752,672 salary, $1,782,722 stock awards, $697,161 non‑equity incentive, and $10,350 other; 2023 total was $3,591,073 and 2022 was $5,035,035, reflecting higher equity grant value in 2022 and moderated cash incentives as performance targets tightened . Upon becoming CEO, his pay mix tilted further toward equity with a $6.5 million RSU/PSU grant in Q1 2025 and a higher incentive target (135% of salary), reinforcing long-term alignment .
- Performance Linkage: Annual incentives in 2024 paid at 73% of target based on Adjusted EBITDA underperformance (vs $2.8B target), strong working capital management (9.0% vs 9.5% target), safety improvements, and near-universal training completion; PSUs tie payout to multi-year ROIC with TSR modifier to align with shareholder returns .
- Peer Benchmarking and Governance: The Compensation Committee targets median TDC vs a 19‑company peer group and uses independent consultant Meridian; policies include double-trigger CIC vesting, clawbacks, no tax gross-ups, and anti-hedging/pledging, mitigating governance risk .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay 2024 approval: nearly 95% in favor; the Committee concluded pay practices remain appropriate and aligned with strategy and shareholders .
Equity Ownership & Director/Executive Holdings
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Peter M. Jackson | 199,750 | <1% |
Performance Metrics Snapshot (Company-level metrics disclosed)
| Year | Total Shareholder Return (Value of $100) | Net Income ($ ‘000s) | Adjusted EBITDA ($ ‘000s) |
|---|---|---|---|
| 2020 | 160.61 | 484,800 (pro forma) | 1,071,900 (pro forma) |
| 2021 | 337.31 | 1,725,416 | 3,060,300 |
| 2022 | 255.33 | 2,749,369 | 4,376,600 |
| 2023 | 656.99 | 1,540,555 | 2,899,300 |
| 2024 | 562.50 | 1,077,898 | 2,330,700 |
Employment & Contracts Summary
| Item | Start/Term | Notes |
|---|---|---|
| BLDR Employment | CFO since 2016; CEO since 11/6/2024 | Promotion and compensation changes disclosed |
| Severance Plan Participation | Tier I participant | Adopted Feb 2023; 2.0x salary+target bonus cash severance; pro-rata bonus and vesting; 24‑month non‑compete |
| Auto-renewal | Not applicable | Executive Severance Plan supersedes individual employment agreements |
| Non-compete | 24 months (Tier I) | Customer non-solicit and employee non-recruitment included |
Risk Indicators & Red Flags
- Positive governance controls: Independent Chair; majority independent Board; double-trigger CIC equity vesting; clawback policy; no tax gross-ups; anti-hedging/pledging policy .
- Insider selling pressure: Annual RSU vesting and PSU vesting schedules create predictable vesting events; anti-pledging policy reduces collateralization risk; ownership guidelines enforce retention until compliance .
Compensation Committee Analysis
- Membership and independence: Christophe (Chair), Milgrim, O’Leary; all independent; five meetings in 2024 with 93% attendance .
- Consultant: Meridian Compensation Partners; determined independent; peer group used for market comparisons (19 companies) .
- Interlocks: No compensation committee interlocks or insider participation in 2024 .
Investment Implications
- Alignment: Strong long-term alignment via PSUs tied to ROIC with a TSR modifier and robust ownership/retention policies; CEO’s 2025 equity grant and 5x salary ownership guideline further anchor incentives to shareholder outcomes .
- Retention risk: Tier I severance (2.0x salary+target bonus), pro‑rata vesting, and 24‑month non‑compete provide meaningful retention economics; annual RSU tranches and sizable outstanding PSU cohorts suggest ongoing vesting value that discourages near-term departure .
- Performance sensitivity: Annual bonus structure places 70% weight on Adjusted EBITDA and 15% on working capital, exposing payout to housing-cycle dynamics; 2024 payouts at 73% reflect disciplined application of targets amid macro softness, limiting windfalls and supporting pay-for-performance .
- Trading signals: High say‑on‑pay support (95%) and governance safeguards (clawback, no gross‑ups, double‑trigger CIC) reduce headline risk; predictable vesting events from RSUs/PSUs may create episodic liquidity events but anti‑pledging moderates leverage-driven selling .