Builders FirstSource : Technology Committee Charter

Published: 2025-04-02 05:22:07 ET BLDR

CHARTER OF THE TECHNOLOGY COMMITTEE

OF

THE BOARD OF DIRECTORS

OF

BUILDERS FIRSTSOURCE, INC.

Adopted April 1, 2025

I.

Purpose

The primary purpose of the Technology Committee (the "Committee") of the Board of Directors (the "Board") of Builders FirstSource, Inc. (the "Company") is to provide oversight of the Company's technology strategy and systems.

II.

Composition A.

Members; Qualifications

The Committee shall consist of such number of directors as the Board shall determine from time to time.

B.

Appointment, Removal and Replacement

The members of the Committee shall be appointed by the Board of Directors. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.

C.

Chair

The chair of the Committee shall be designated by the Board; provided, however, that if the Board does not so designate a chair, the members of the Committee, by a majority vote, may designate a chair.

D.

Subcommittees.

The Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances.

III.

Meetings and Procedures

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

The chair of the Committee shall chair all sessions of the Committee and set the agenda for each

Committee meeting in consultation with the other members of the Committee. A majority of the members of the Committee present in person, or by means of a teleconference, videoconference or other communications equipment by means of which all persons participating in the meeting can hear and communicate with each other, shall constitute a quorum. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee. The Committee may act by unanimous written consent in lieu of a meeting as permitted by law and the Company's By-laws.

The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

IV.

Duties and Responsibilities

The Committee is granted the authority and responsibilities enumerated below and such other authority and responsibilities as may be delegated from time to time to the Committee by the Board.

A. Oversight of Technology Strategy. The Committee shall oversee the Company's technology strategy and its impacts on the Company's performance, growth and competitiveness, including reviewing the Company's:

• Digital functions and business units as well as the key members and leadership of these functions and business units;

• Technology and software development and products, including those offered by the Company's Paradigm business unit;

• Competitiveness from a technology, digital, and innovation standpoint, including talent, organizational structure, and resources; and

• Investments in technology, including through acquisition, joint ventures, licenses, partnerships, venture investments, and other business development activities.

B. Review of Potentially Impactful Technologies and Related Trends. The Committee shall review with management technology developments and trends, including artificial intelligence, that have the potential to materially impact the Company and the industry in which it operates.

C. Review of Existing Information Technology Systems and Platforms. The Committee shall oversee the effectiveness and deployment of the Company's information technology systems and platforms, including the Company's enterprise resource planning (ERP) systems (as well as any implementation of a new ERP system).

D. [Support the Audit Committee's Oversight of Cybersecurity Risks. The Committee shall assist the Audit Committee of the Board in its oversight of cybersecurity risks associated with the Company's information technology operations.]

E. Reports to the Board. The Committee shall make regular reports and recommendations to the Board on matters that fall within the scope of its responsibilities.

In fulfilling the responsibilities that are delegated to the Committee under this Charter, the Committee shall have and may exercise all the powers and authority of the Board to the extent permitted under the Delaware General Corporation Law.

V. Charter. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.

VI. Independent Advisors. The Committee is authorized, without further action by the Board, to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.

VII. Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

VIII. Funding. The Committee is empowered, without further action by the Board, to cause the

Company to pay the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

IX. Annual Performance Evaluation. The Committee or the Board shall annually review the Committee's performance in such manner as it deems appropriate.

Disclaimer

Builders FirstSource Inc. published this content on April 02, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 02, 2025 at 09:21 UTC.