Timothy Johnson

About Timothy Johnson

Timothy D. Johnson is Executive Vice President, General Counsel, and Corporate Secretary of Builders FirstSource (joined January 2021). He is 49 years old (as of April 4, 2025), holds a B.A. in Biology from Taylor University and a J.D. from Duke University School of Law . During his tenure, BLDR’s long-term performance has been strong: company TSR increased 432.5% from 2020–2024 versus the peer index, and Adjusted EBITDA increased 170.4% over the reporting period, with 2024 Adjusted EBITDA at $2.33B, although 2024 fell short of plan targets . BLDR’s incentive design ties pay to Adjusted EBITDA, Working Capital, ROIC and TSR modifiers, aligning leadership incentives with shareholder outcomes .

Past Roles

External Roles

Fixed Compensation

Notes:

• 2023 salary increase vs 2022 was 4.3% for Johnson, consistent with modest adjustments across executives .

Performance Compensation

Summary Compensation (mix and realized)

2023 Annual Incentive Plan (AIP) – Metrics and outcome (Johnson)

• Program metrics included Adjusted EBITDA, Working Capital, Safety (RIR reduction), Respectful & Inclusive Culture (RIC) training, plus a Sustainability modifier .
• 2023 safety performance achieved maximum, contributing 20% of total target payout for NEOs (200% of the 10% safety metric) .
• 99.8% RIC training completion yielded ~9.99% of total target payout for Johnson; a further 5% bonus was earned for sustainability disclosures .
• Overall payout for Johnson was 199.6% of target bonus for 2023 .

Long-Term Incentive (Equity) – Grant specifics and design

2023 grants to Johnson:

• 3/15/2023 RSU: 6,287 shares; grant-date FV $500,005; vests in three equal installments on 3/15/2024, 3/15/2025, 3/15/2026 .
• 3/15/2023 PSU: Target 6,286 units; grant-date FV $526,453; performance based on annual ROIC tranches (2023–2025) plus 3-yr ROIC with a ±10% TSR modifier; vests at end of 3-year period .
• 9/1/2023 RSU: 5,000 shares; grant-date FV $743,700; vests 2,000 on 3/15/2025 and 3,000 on 3/15/2026 .

Program design context:

• BLDR uses PSUs tied primarily to ROIC (four tranches: 2024, 2025, 2026 annual ROIC and 3-year average, each 25%) with a ±10% TSR modifier vs Dow Jones U.S. Construction & Materials Index; RSUs are time-vested for retention .
• Equity awards have double-trigger change-in-control vesting; clawback applies to performance-based pay .

Equity Ownership & Alignment

Beneficial ownership and trading

• Shares beneficially owned after transactions on Aug 22, 2025: 73,151 (following a sale of 1,250 shares at $144.85 and a gift of 370 shares to a donor-advised fund) .
• Company shares outstanding as of March 28, 2025: 113,742,815 .
• Ownership as % of shares outstanding ≈0.06% (73,151 / 113,742,815; author’s calculation) .
• Anti‑hedging and anti‑pledging policy prohibits hedging and pledging without prior written approval of the General Counsel .
• Stock ownership guidelines for executive officers: 3x base salary; as of Oct 2024, all directors and executive officers were in compliance or within the grace period .

Outstanding and unvested equity at 12/31/2023 (Johnson)

Notes:

• Market values computed by BLDR using 12/31/2023 close ($166.94) per proxy methodology .

Employment Terms

• Start date and role: Joined BLDR as EVP, General Counsel & Corporate Secretary in January 2021 .
• Severance Plan: In 2024 proxy, Johnson was designated a Tier II participant in the Executive & Key Employee Severance Plan adopted Feb 24, 2023; participation replaced individual employment agreements .
• Regular (non‑CIC) severance (Tier II): pro‑rata actual annual bonus; 1.5x base salary + 1.5x target bonus; 18 months health benefits; pro‑rata vesting of time‑ and performance‑based equity per plan rules .
• Change‑in‑Control severance (Tier II): pro‑rata target bonus; 2.0x base + 2.0x target bonus; health benefits; equity treatment per award terms (double‑trigger) .
• Restrictive covenants: Non‑compete, customer non‑solicit, and employee non‑recruitment for 18 months post‑termination for Tier II; 24 months for Tier I .
• Clawback: Dodd‑Frank compliant recoupment policy effective Dec 1, 2023 (three-year lookback upon restatement) .
• Tax gross‑ups: Company does not provide tax gross‑ups .
• Ownership guidelines: 3x salary for executive officers; retention of 50% of net shares until in compliance .

Performance & Track Record (Context for incentive alignment)

• 2024 strategic execution highlights: $117M productivity savings; value‑added products at 50% of net sales; $2.7B installed sales (16% of revenue, +8% YoY); launched myBLDR.com generating $134M incremental sales; $1.5B buybacks at $170.74 average; 13 acquisitions for $352M .
• 2024 AIP metrics and outcome (program-level): Adjusted EBITDA achieved $2.33B vs $2.8B target; typical NEO payout ~73% of target; Johnson was not listed as a 2024 NEO in the 2025 proxy .
• PSU performance benchmarking: ROIC tranches with a TSR modifier against the Dow Jones U.S. Construction & Materials Index; example 2022 PSU cohort paid 184.8% of target based on ROIC attainment and top‑quartile TSR (for NEOs listed) .

Governance, Compensation Committee & Say‑on‑Pay (Program quality signals)

• Compensation Committee uses independent advisor Meridian; peer group approach maintained for 2024 cycle .
• Nearly 95% say‑on‑pay approval at 2024 annual meeting; no tax gross‑ups; double‑trigger CIC; anti‑hedging/anti‑pledging policy in place .
• Stock ownership guidelines enforced; annual compliance review found all directors and executive officers compliant or within grace period as of Oct 2024 .

Insider Trading Activity (selling pressure and cadence)

• Observations: A single modest sale and a charitable gift in Aug 2025; no derivative activity reported in that filing .

Investment Implications

• Alignment: Johnson’s compensation is heavily equity‑based (RSUs/PSUs) with ROIC and TSR modifiers central to vesting, reinforcing capital efficiency and shareholder return alignment; ownership guidelines and anti‑pledging provisions further support alignment .
• Retention/vesting overhang: Meaningful unvested equity into 2025–2026 (e.g., 2023 RSUs and PSUs; 9/1/2023 RSU tranches in 2025/2026) suggests continued retention hooks but also potential post‑vesting liquidity events in designated trading windows .
• Severance/CIC economics: As a Tier II participant per 2024 proxy, regular severance at 1.5x and CIC at 2.0x salary+target bonus with double‑trigger equity treatment, plus 18‑month non‑compete, balance retention with shareholder protections; note 2025 proxy lists current plan participants without naming Johnson, so investors should monitor any updates to his plan status .
• Pay‑for‑performance: Historical AIP payout of 199.6% (2023) reflects outperformance on safety/ESG/training and financial metrics; program‑level payouts fell in 2024 as EBITDA missed plan, evidencing downside sensitivity in cash incentives .
• Trading signals: Limited 2025 insider selling by Johnson (1,250 shares) is small versus holdings and accompanied by charitable gifting; not indicative of significant selling pressure on its own. Watch vest dates in March 2025/2026 for potential Rule 10b5‑1 activity .