gms-20240827

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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GMS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Dear Fellow Shareholders,

At GMS Inc., we are driven to be the premier distributor of building products in every market we serve. This year, we again demonstrated the strength of our strategy, products and people, as well as our steadfast commitment to our customers and passion for executing our mission of creating opportunities, building significant relationships and delivering solutions.

We delivered solid results in fiscal year 2024, including strong cash flow and record levels of net sales for the year driven by volume growth across all four major product categories. Overall, fiscal 2024 was another year of progress as our team executed against our strategic pillars:

•Expand share in core products: This year, we achieved volume growth in all four of our major product categories, and, as indicated by data from the Gypsum Association, manufacturers and the Steel Framing Industry Association, we successfully expanded our share in wallboard, ceilings and steel framing.

•Grow complementary products: We continued to execute on our strategy to grow complementary products during fiscal 2024 with sales in the category up 7.4% as compared with the prior fiscal year. Importantly, a key focus area within this category, which includes tools & fasteners, EIFS & stucco, and insulation grew even faster at 11.5%, compared to fiscal 2023.

•Platform expansion: We remain committed to expanding our platform through accretive acquisition and greenfield opportunities. In fiscal 2024, we completed three strategic acquisitions, including Home Lumber and Building Supplies, which expanded our presence and complementary product offerings in Western Canada, AMW Construction Supply, which expanded our complementary tools & fasteners in Phoenix, Arizona, and Kamco Supply Corporation and affiliates, which provided GMS with one of the leading market positions in New York City. In addition, we opened five greenfield yard locations and three new sales, rental and service centers during fiscal 2024.

•Drive improved productivity and profitability: We continued to leverage our scale, technology and best practices to deliver best-in-class experiences for our customers. Our Yard of the Future initiative continued to equip yard operators with the right tools and technologies to improve operational efficiency. Ongoing consolidation of legacy legal entities is also driving a reduction in organizational and process complexity and costs while also leveraging the standardization of product, vendor, customer and other operational data across the business.

As part of our ongoing Board renewal efforts, we are pleased to welcome Brad Southern who joined as a director in January 2024 and brings a wealth of building materials industry experience and extensive financial expertise. Mr. Southern is the CEO and chairperson of the board of directors of Louisiana-Pacific Corporation, a well-respected manufacturer of engineered wood products and other building materials. He also serves on the boards of directors of The Forest Products Association of Canada and the Nashville Branch of the Federal Reserve Bank of Atlanta.

We would like to thank Peter Browning, who will be stepping down at the 2024 annual meeting, for his many years of service on our Board.

As we enter fiscal 2025, we believe we are well-prepared for what we expect to be an environment of changing end market dynamics once again. While we expect some near-term industry headwinds, we are optimistic that high levels of pent-up demand and an eventual downward shift in interest rates will help drive growth in single-family residential demand and create a more favorable lending environment for our commercial customers.

Looking beyond the near term, we are confident in our business strategy and ability to leverage the benefits of our scale, wide breadth of product offerings and balanced mix of end markets served to successfully navigate shifts in end market demand and price movement, all while continuing to focus on providing outstanding service and continuing the execution of our strategic priorities.

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Thank you for your continued support and dedication to our company. We appreciate your voting support on the matters contained in this proxy.


Sincerely,

/s/ John J. Gavin						/s/ John C. Turner, Jr.
John J. Gavin						John C. Turner, Jr.
Chair of the Board of Directors						President and Chief Executive Officer

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GMS INC.

100 Crescent Centre Parkway, Suite 800

Tucker, Georgia 30084

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 23, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting) of GMS Inc., will be held virtually on Wednesday, October 23, 2024, at 8:00 a.m. (Eastern Time), for the purposes of considering and acting on the three proposals below and any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof:


Proposal		Board Recommendation
1	To elect the nine director nominees identified in this Proxy Statement	FOR each nominee
2	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending April 30, 2025	FOR
3	To approve, on an advisory basis, the compensation of our named executive officers	FOR

This year’s Annual Meeting will be held in a virtual format only. We believe this format enhances stockholder access to the Annual Meeting by enabling stockholder attendance and participation from anywhere, without cost. Stockholders of record at the close of business on August 26, 2024 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting. You may vote on the Internet, by telephone or by completing and mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your shares are represented at the Annual Meeting.

Securities and Exchange Commission rules allow companies to furnish proxy materials to their stockholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide you with the information you need, while making delivery more efficient and more environmentally friendly. In accordance with these rules, a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our fiscal 2024 Annual Report is first being mailed on or about September 13, 2024 to all stockholders entitled to vote at the Annual Meeting. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote online, by telephone or by completing and mailing a proxy card and includes instructions on how to request a printed set of the proxy materials.


			By Order of the Board of Directors,

			/s/ Craig D. Apolinsky
			Craig D. Apolinsky
			Senior Vice President, General Counsel and Corporate Secretary

Tucker, Georgia

September 13, 2024

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IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS

This Notice of Meeting, Proxy Statement, Proxy Card and our fiscal 2024 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended April 30, 2024, are available at investor.gms.com.

YOUR VOTE IS VERY IMPORTANT. PLEASE CAREFULLY READ THE ATTACHED PROXY STATEMENT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY OVER THE INTERNET, BY TELEPHONE OR MAIL.

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GMS INC.

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PROXY HIGHLIGHTS			1
PROPOSAL 1—ELECTION OF DIRECTORS			5
BOARD SELECTION AND ELECTION			15
DIRECTOR SELECTION PROCESS			15
BOARD DIVERSITY			15
BOARD OF DIRECTORS' INDEPENDENCE			15
BOARD GOVERNANCE			16
CORPORATE GOVERNANCE GUIDELINES			16
CODE OF BUSINESS CONDUCT AND ETHICS			16
BOARD OVERSIGHT OF RISK MANAGEMENT			16
BOARD OVERSIGHT OF CYBERSECURITY AND INFORMATION SECURITY RISK			17
BOARD OVERSIGHT OF CORPORATE SOCIAL RESPONSIBILITY			17
BOARD ORGANIZATION			17
BOARD LEADERSHIP STRUCTURE			17
MEETINGS OF THE BOARD AND COMMITTEES			17
EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS			18
COMMITTEES OF THE BOARD			18
SUCCESSION PLANNING			20
HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			20
SECURITIES TRADING POLICY			20
HEDGING AND PLEDGING POLICY			20
EQUITY GRANT PRACTICES			20
COMMUNICATIONS WITH THE BOARD			21
DIRECTOR COMPENSATION			22
DIRECTOR COMPENSATION PROGRAM			22
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS			22
FISCAL 202 4 DIRECTOR COMPENSATION TABLE			22
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES			24
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT RELATED SERVICES OF INDEPENDENT AUDITORS			25
REPORT OF THE AUDIT COMMITTEE OF THE BOARD			26
MANAGEMENT			27
PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION			28
EXECUTIVE COMPENSATION			29
COMPENSATION DISCUSSION AND ANALYSIS			29
COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			39
SUMMARY COMPENSATION TABLE			39
FISCAL 202 4 GRANTS OF PLAN-BASED AWARDS			40
OUTSTANDING EQUITY AWARDS AT FISCAL 202 4 YEAR END			41
OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 202 4			43
EMPLOYMENT AGREEMENTS			43
PAYMENTS UPON CERTAIN EVENTS OF TERMINATION OR CHANGES IN CONTROL			43
CEO PAY RATIO			46
PAY VERSUS PERFORMANCE			47

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STOCK OWNERSHIP			52
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			52
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			54
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			55
GENERAL			56
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS			56
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING			56
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			56
OTHER MATTERS			62
INCORPORATION BY REFERENCE			62
ACCESS TO REPORTS AND OTHER INFORMATION			62
LIST OF COMPANY STOCKHOLDERS			62
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING			62
APPENDIX A—RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			A-1

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GMS INC.

100 Crescent Centre Parkway, Suite 800

Tucker, GA 30084

PROXY HIGHLIGHTS

We are providing these materials in connection with the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of GMS Inc. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting as it contains important information about matters upon which you are being asked to vote.

2024 Annual Meeting of Stockholders

Date and Time

Record Date

Location

October 23, 2024 at 8:00 a.m. (local time)

August 26, 2024

This year’s meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/GMS2024

Proposals and Voting Recommendations


Proposal		Board Recommendation
1	To elect the nine director nominees identified in this Proxy Statement	FOR each nominee
2	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending April 30, 2025	FOR
3	To approve, on an advisory basis, the compensation of our named executive officers	FOR

About GMS

GMS Inc. (together with its consolidated subsidiaries, “we,” “our,” “us,” “GMS” or the “Company”), through its wholly owned operating subsidiaries, operates a network of more than 300 distribution centers with extensive product offerings of wallboard, ceilings, steel framing and complementary construction products. We also operate more than 100 tool sales, rental and service centers. Through these operations, we provide a comprehensive selection of building products and solutions for our residential and commercial contractor customer base across the United States and Canada. Our operating model combines the benefits of a national platform and strategy with a local go-to-market focus, enabling us to generate significant economies of scale while maintaining high levels of customer service.

Since our founding in 1971, we have grown our business from a single location to more than 400 locations across 47 U.S. states and six Canadian provinces through a combination of strategic acquisitions, and organic growth, including the opening of new branches (“greenfields”) and tool sales, rental and service centers. Underpinning that growth is our entrepreneurial culture, which enables us to drive organic growth by delivering outstanding customer service and makes us an attractive acquirer for smaller distributors.

Fiscal 2024 Business Highlights

Driving Growth in Product Lines, Diversifying Offerings & Expanding Service Territories

In fiscal 2024, we remained focused on building on our competitive advantage – significant scale, outstanding service and strong supplier relationships. The investments we have made over the past several years position us well for near-term supply and demand dynamics as well as long-term success.


7,600+	60+	300+	100+
Dedicated GMS Team Members	Leading Brands	Distribution centers across the U.S. and Canada	Tool sales, rentals and service centers

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Key Financial Highlights

In fiscal 2024, GMS delivered solid results, with strong cash flow and record levels of net sales, and continued to deliver value to you, our shareholders. Despite the challenges GMS and the broader economy faced, GMS maintained a relentless focus on delivering best-in-class service for our customers, suppliers, and communities.

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Corporate Social Responsibility Highlights

GMS is committed to fostering good corporate social responsibility practices that support the success of our customers, employees, communities, stockholders and other stakeholders.

•Promoting Transparency

◦Published our fiscal 2024 Corporate Social Responsibility report, available at www.gms.com/about-us/corporate-responsibility

◦Disclosed performance using the SASB and TCFD frameworks

•Advancing Team Member Safety and Success

◦Improved our safety performance with a 16% decrease in our total recordable incident rate over the last two years

◦Completed our truck camera retrofit initiative as part of our vehicle safety focus

◦Formalized training programs aimed to advance and retain employees, including initiatives targeted at traditionally underrepresented groups

•Offering Customers Cleaner, More Efficient Building Materials and Products

◦To support our work of offering more environmentally friendly products, we continued our partnership with a third party to identify the products we stock that have sustainability attributes

•Taking Action to Improve Energy Efficiency and Reduce Emissions

◦Began a project to install LED lighting at select yards

Governance Highlights

The Board of Directors (the “Board”) of GMS is committed to strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value. Our Board continually analyzes our corporate governance practices in light of evolving practices as well as the Company’s changing business and stockholder base. Best practices include:

•Board led by independent chair

•Continuous Board refreshment with one new director added in 2024, W. Bradley Southern, and a total of three directors added since 2020 for an average director tenure of approximately six years

•Ensuring a Board with the skills and experience aligned to our business strategy, including significant building products or construction industry background, mergers and acquisitions experience and public company leadership

•Board diversity with two women directors and two African American directors for a Board that is one-third diverse by gender and race

•Board declassification with all directors up for annual election

•No supermajority voting requirements in our Certificate of Incorporation (the "Charter") and Bylaws (the "Bylaws")

•Board Committees assigned specific areas of opportunity and risk oversight tied to each committee’s area of responsibility

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Compensation Highlights

The Human Capital Management and Compensation Committee of the Board continues its practice of thoughtfully chosen pay elements aligned with our pay philosophy and objectives, allowing the Company’s executives to earn incentive compensation based on the achievement of company performance goals balanced with retaining our management talent over the long-term. For fiscal 2024, 83% of our CEO’s pay was variable and at-risk; 62% for all other named executive officers.

Elements of compensation for our named executive officers are more fully discussed in the compensation discussion and analysis (CD&A) section and include:

•Base salary, benchmarked to peer and industry practices

•Annual cash incentives based 80% on achievement of Adjusted EBITDA targets and 20% on achievement of working capital as a percentage of sales targets

•Variable stock-based compensation composed of an equal mix of options and restricted stock units with a three-year annual vesting term

Every year, we provide for a stockholder advisory vote on executive compensation, which gives stockholders the opportunity to provide feedback on our named executive compensation program. At our 2023 Annual Meeting of Stockholders, our stockholders approved the Company’s named executive compensation program, with 98% of the votes cast being voted in favor.

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PROPOSAL 1—ELECTION OF DIRECTORS

Our Board has nominated nine people for election as directors at the Annual Meeting. Each of the nominees is currently a director of the Company. If our stockholders elect these directors, each director will hold office until the annual meeting of stockholders in 2025, or until his or her successor has been duly elected and qualified, subject to the director’s earlier death or resignation or removal. The Board is fully declassified and all Board members are standing for annual election, except for Peter C. Browning who notified the Board of his intention to not stand for re-election at the Annual Meeting and retire from the Board at such time.

Each of the Board’s nominees has consented to be named in this Proxy Statement and has agreed to serve if elected. If for some reason any of the Board’s nominees is unable to serve or for good cause will not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by the Board and, unless you indicate otherwise on the proxy card, your shares will be voted in favor of the Board’s remaining nominees.

We believe each of the Board’s nominees meets the qualifications established by the Board for service on our Board and has professional experience in areas that are extremely relevant to our strategy and operations. We also believe that the skills, experience, backgrounds and attributes of the Board’s nominees make them the best candidates to serve on our Board.

The following table highlights specific experience, skills, qualifications and attributes of our directors standing for re-election that are important to us and shows how the composition of our nominees for the Board meets these needs. A director may possess additional experience, skills, qualifications and attributes, even if not specifically indicated below.

Experience Qualification Skills and Attribute Matrix (July 2024)-MK.jpg

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Nominees for Election of Directors

The Board has nominated the following directors for election as directors for one-year terms expiring at the annual meeting of stockholders in 2025:


		Experience
		•	Big Lots, Inc., Executive Vice President, Chief Merchandising and Operating Officer (2015 – 2020), Executive Vice President, Chief Operating Officer (2012 – 2015), Senior Vice President, Supply Chain Management and Chief Information Officer (2010 – 2012), Senior Vice President Merchandise Planning and Allocation and Chief Information Officer (2005 – 2010), Senior Vice President Merchandise Planning, Allocation and Presentation (2002 – 2005), a leading discount retailer operating over 1,400 stores in 47 states
		•	Ames Department Stores, Inc., Senior Vice President Planning and Allocation (1997 – 2002), formerly the fourth-largest discount retailer in the country
Lisa M. Bachmann		•	Casual Corner Group, Inc., Vice President of Planning and Allocation, formerly an American retail clothing chain operating under the names Casual Corner, Petite Sophisticate and August Max Woman brands, among others, with more than 1,200 stores at its peak

Age: 63		Qualifications and Attributes
		•	Public Company Leadership
Independent Director Since: 2020		•	Public Company Board Experience
		•	High Level of Financial Literacy
Committees		•	Distribution
•	Audit	•	Strategy Development
•	Nominating and Corporate	•	Mergers & Acquisitions
	Governance	•	Information Technology
		•	Diversity

		Education
		•	MBA, Western New England University
		•	BS, Accounting, Western New England University
		•	CyberSecurity Certificate, National Association of Corporate Directors (NACD), Carnegie Mellon University

		Other Boards
		•	Currently serves on the board of directors of Dorman Products, Inc., a publicly traded company

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		Experience
		•	Goldman Sachs Value Accelerator, Operating Advisor (2021 – present), a centralized platform that partners with Goldman Sachs portfolio companies to build enduring businesses and create incremental value by leveraging the Goldman Sachs network
		•	LLR Partners, Inc., Senior Operating Advisor (2010 – 2017), a growth-oriented private equity firm
		•	Drake, Beam, Morin, Inc., Vice Chairman, Chief Executive Officer and President (2006 – 2009), an international career management and transitions management firm
		•	Right Management Consultants, Inc., President and Chief Operating Officer (1996 – 2004), a global provider of integrated consulting solutions across the employment lifecycle
John J. Gavin		•	Andersen Worldwide, Partner (1990 – 1996), a global firm providing a wide range of tax, valuation, financial advisory and related consulting services to individual and commercial clients

Age: 68		Qualifications and Attributes
		•	Public Company Leadership
Independent Director Since: 2014		•	Public Company Board Experience
		•	High Level of Financial Literacy
Chair of the Board Since: 2019		•	Building Products or Construction Industry
		•	Strategy Development
Committees		•	Mergers & Acquisitions
•	Audit	•	Corporate Governance

•	Nominating and Corporate	Education
	Governance	•	BBA, Temple University

		Other Boards
		•	Currently serves on the board of directors of Dorman Products, Inc., a publicly traded company and on the Advisory Board of the Center for Corporate Governance for Drexel University, Philadelphia
		•	Previously served on the board of directors of the following publicly traded companies: CSS Industries, Inc., DFC Global Corp, and Interline Brands, Inc.
		•	Currently serves on the boards of directors of various privately held companies

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		Experience
		•	NES Fircroft, Chief Executive Officer (2014 – present), a global solutions company specializing in recruiting and deploying engineering talent to meet client needs in more than 65 countries
		•	AEA Investors LP, Managing Director and Operating Partner (2013 – 2014), a leading global private investment firm
		•	Adecco Group North America, CEO (2007 – 2012), a multi-brand specialty staffing and workforce solutions company
		•	Spent 20 years with PricewaterhouseCoopers LLP and then IBM Business Consulting Services when it acquired PricewaterhouseCoopers Consulting; led the global supply chain management consulting services business, as well as the Americas consumer, wholesale distribution and software industry practices at IBM

Theron I. Gilliam		Qualifications and Attributes
		•	Public Company Board Experience
Age: 59		•	High Level of Financial Literacy
		•	Building Products or Construction Industry
Independent Director Since: 2014		•	Strategy Development
		•	Mergers & Acquisitions
		•	Corporate Governance

Committees		Education
•	Human Capital Management	•	MBA, Finance, Columbia University
	and Compensation	•	BS, Systems Engineering, University of Virginia

•	Nominating and Corporate	Other Boards
	Governance	•	Currently serves on the board of directors of Lennar Corporation, a publicly traded company
		•	Currently serves on the board of NES Fircroft, a privately held company
		•	Previously served on the board of directors of Work Market, Inc., a privately held company

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		Experience
		•	BlueLinx Holdings, Inc., Advisor to Chief Executive Officer (2022), President and Chief Executive Officer (2014 – 2021), a leading distributor of building and industrial products in the United States
		•	Euramax Holdings, Inc., now known as OmniMax International, Inc., President and Chief Executive Officer (2008 – 2013), Chief Operating Officer (2005 – 2008), Executive Vice President (2002 – 2005), Group Vice President (1997 – 2002), and President (1992 – 1997), a leading North American building products manufacturer.
		•	Alumax, Inc., Corporate Counsel, a fabricator of aluminum products for the transportation, distribution, building and construction, packaging, and consumer durables markets
Mitchell B. Lewis		•	Alston & Bird LLP, Attorney, Mergers and Acquisitions

Age: 62		Qualifications and Attributes
		•	Public Company Leadership
Independent Director Since: 2019		•	Public Company Board Experience
		•	High Level of Financial Literacy
Committees		•	Building Products or Construction Industry
•	Audit (Chair)	•	Distribution
•	Nominating and Corporate	•	Strategy Development
	Governance	•	Mergers & Acquisitions
		•	Corporate Governance

		Education
		•	JD, University of Michigan Law School
		•	BA, Economics, Emory University

		Other Boards
		•	Currently serves on the board of directors of BlueLinx Holdings, Inc., a publicly traded company, on the board of directors of Meteor Education, a privately held company, and on the board of directors of BCDI Meteor Holdings, LP, a Bain Capital Double Impact portfolio company
		•	Previously served on the board of directors of Euramax Holdings, Inc., a privately held company

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		Experience
		•	United Parcel Service, Senior Vice President, Executive Management Committee (2005 – 2019), an American multinational shipping & receiving and supply chain management company
		•	Prior roles with United Parcel Service include General Counsel and Corporate Secretary, Chief Human Resources Officer, Senior Vice President of Compliance, Public Affairs, Communications, and Labor and Employment Counsel with subsequent roles in the legal department, compliance and operations before being promoted to the senior leadership team
		•	Troutman Pepper Hamilton Sanders LLP (formerly Troutman Sanders LLP), Attorney, Civil Litigation and Labor & Employment

		Qualifications and Attributes
Teri P. McClure		•	Public Company Leadership
		•	Public Company Board Experience
Age: 60		•	High Level of Financial Literacy
		•	Building Products or Construction Industry
Independent Director Since: 2019		•	Distribution
		•	Strategy Development
Committees		•	Mergers & Acquisitions
•	Human Capital Management	•	Corporate Governance
	and Compensation	•	Diversity

•	Nominating and Corporate	Education
	Governance (Chair)	•	JD, Emory University School of Law
		•	BSBA, Economics and Marketing, Washington University in St. Louis

		Other Boards
		•	Currently serves on the boards of directors of Fluor Inc., Lennar Corporation and JetBlue, each a publicly traded company
		•	Serves as the Compensation Committee Chair of Lennar Corporation and JetBlue

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		Experience
		•	PepsiCo Frito-Lay North America, Senior Vice President and General Manager (1993 – 2017), one of the leading global companies in the snack chip industry. Served in numerous positions of increasing responsibility covering operations, sales and marketing, customer engagement and strategy.
		•	Procter & Gamble, Vice President, Sales and Marketing (1981 – 1993), an American multinational consumer goods corporation
		•	Maytag Corporation, Senior Vice President (1999 – 2001), an American home and commercial appliance company owned by Whirlpool Corporation

		Qualifications and Attributes
Randolph W. Melville		•	Public Company Leadership
		•	Public Company Board Experience
Age: 65		•	High Level of Financial Literacy
		•	Distribution
		•	Strategy Development
Independent Director Since: 2020		•	Mergers & Acquisitions
		•	Corporate Governance
		•	Diversity

		Education
Committees		•	BS, Sociology, Princeton University

•	Audit	Other Boards
•	Nominating and Corporate Governance	•	Currently serves on the board of directors of Saia, Inc., a publicly traded company
		•	Serves as the Chair of the Compensation Committee of Saia, Inc.
		•	Serves on the Board of Trustees for Northwestern Mutual
		•	Previously served on the board of directors of Interline Brands, Inc. and as a member of the Compensation Committee of Interline Brands, Inc.

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		Experience
		•	Euramax International, Inc., Chair, Chief Executive Officer and President (1996 – 2008), a privately owned global producer of residential, commercial, and architectural building products
		•	Nortek, Inc., Chair (2010 – 2015) and Interim CEO (2011), a publicly owned producer of residential, commercial, and architectural building products

		Qualifications and Attributes
		•	Public Company Leadership
		•	Public Company Board Experience
		•	High Level of Financial Literacy
J. David Smith		•	Building Products or Construction Industry
		•	Distribution
Age: 75		•	Strategy Development
		•	Mergers & Acquisitions
Independent Director Since: 2014		•	Corporate Governance

		Education
Committees		•	BA, Political Science, Gettysburg College

•	Audit	Other Boards
•	Human Capital Management and Compensation (Chair)	•	Currently serves on the board of directors of BlueLinx Holdings, Inc., a publicly traded company
•	Nominating and Corporate Governance	•	Previously served on the board of directors and committees of the following privately held companies: Air Distribution Technologies, Henry Company, Houghton International, Inc., DiversiTech, Inc., Siamons International, Inc. (Chair), and Euramax International, Inc. (Chair)
		•	Previously served on the board of directors and committees of publicly held companies: Select Interior Concepts, Inc. (Chair), Nortek, Inc. (Chair), and Commercial Metals Company

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		Experience
		•	Louisiana-Pacific, Inc., Chief Executive Officer (2017 – present), Chief Operating Officer (2016), Executive Vice President & General Manager, OSB (2015 – 2016), Senior Vice President & General Manager, Siding and Moldings (2004 – 2015), Vice President, Specialty Operations (2002 – 2004), Director Specialty Operations (2001 – 2002), Controller, Specialty Operations (1999 – 2001), a leading manufacturer of quality engineered wood building materials including OSB, structural framing products and exterior siding for use in residential, industrial and light commercial construction
		•	MacMillan Bloedel, General Manager, Bardcor Russellville Sheetfeeder (1996 – 1999), Controller, Primary Manufacturing (1993 – 1996), Director, Strategic Planning (1990 – 1993), Supervisor, Strategic Analysis (1987 – 1990), Supervisor, Resource Analysis (1984 – 1987), formerly a Canadian forestry company

		Qualifications and Attributes
W. Bradley Southern		•	Public Company Leadership
		•	Public Company Board Experience
Age: 64		•	High Level of Financial Literacy
		•	Building Products or Construction Industry
Independent Director Since: 2024		•	Distribution
		•	Strategy Development
		•	Mergers & Acquisitions
		•	Corporate Governance

Committees		Education
•	Human Capital Management	•	MFR, Forest Finance, University of Georgia
	and Compensation	•	BSFR, Forest Management, University of Georgia

•	Nominating and Corporate	Other Boards
	Governance	•	Currently serves as CEO and Chairman of the Board at Louisiana-Pacific, Inc., a publicly traded company
		•	Currently serves on the board of directors for The Forest Products Association of Canada and for the Nashville Branch of the Federal Reserve Bank of Atlanta
		•	Previously served on the board and Compensation Committee of Astec Industries, Inc., a publicly traded company
		•	Previously served on the boards of privately held organizations: Keller Group and Saltco Land and Timber Company

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		Experience
		•	Gypsum Management and Supply, Inc., President and Chief Executive Officer (2019 – Present), a leading distributor of construction products for commercial and residential building supply needs for local contractors in North America
		•	Dal-Tile, a division of Mohawk Industries, Inc., President (2012 – 2019), Senior Vice President of Sales (2005 – 2008), Senior Vice President of Operations (2008 – 2011), and Chief Operating Officer (2011 – 2012), the world’s leading global flooring manufacturer

		Qualifications and Attributes
John C. Turner, Jr.		•	Public Company Leadership
		•	Public Company Board Experience
Age: 56		•	High Level of Financial Literacy
		•	Building Products or Construction Industry
Director Since: 2019		•	Distribution
		•	Strategy Development
Committees		•	Mergers & Acquisitions

•	None	Education
		•	BS BUAD, Marketing/Marketing Management, General, University of Southern California

		Other Boards
		•	Currently serves on the board of directors of TLB MM Corp., a privately held company

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ON THE PROXY CARD.

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BOARD SELECTION AND ELECTION

Director Selection Process

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director nominees and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Corporate Governance Committee does not apply any specific minimum qualifications when considering director nominees. Instead, the Nominating and Corporate Governance Committee considers all factors it deems appropriate, which may include, among others, (a) ensuring that the Board, as a whole, is appropriately diverse and considering the extent to which a candidate would fill a present need on the Board, (b) the Board’s size and composition, (c) our corporate governance policies and any applicable laws, (d) individual director performance, expertise, relevant business and financial experience, integrity and willingness to serve actively, (e) the number of other public and private company boards on which a director candidate serves, and (f) consideration of director nominees properly proposed by third parties with the legal right to nominate directors or by stockholders in accordance with our Bylaws. The Board monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure. As a matter of practice, the Board considers diversity in the context of the Board as a whole and takes into account considerations relating to race, ethnicity, gender and the range of perspectives that the directors bring to their work. Stockholders may also nominate directors for election at the Company’s annual stockholders meeting by following the provisions set forth in the Company’s Amended and Restated Bylaws, whose qualifications the Nominating and Corporate Governance Committee will consider.

Board Diversity

The Board considers qualified candidates for membership on the Board without regard to race, color, religion, sex, ancestry, sexual orientation, national origin or disability. Our objective is to have broad diversity in terms of business experiences, functional skills, gender, race, ethnicity and cultural backgrounds. We believe that enhancing our Board’s diversity is for the Company’s and stockholders’ long-term benefit. Two of our Board members are women (Teri P. McClure and Lisa M. Bachmann) and two are of a race other than white (Teri P. McClure and Randolph W. Melville).

Board of Directors' Independence

New York Stock Exchange (“NYSE”) listing standards require us to have a majority of independent directors on our Board. Under our Corporate Governance Guidelines and NYSE listing standards, a director is not independent unless our Board affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries. Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require our Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board is currently comprised of one management director and nine non-management directors. Our Board has affirmatively determined that each of our nine non-management directors, Lisa M. Bachmann, Peter C. Browning, John J. Gavin, Theron I. Gilliam, Mitchell B. Lewis, Teri P. McClure, Randolph W. Melville, J. David Smith and W. Bradley Southern, are independent directors under the rules of the NYSE and independent directors as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. John C. Turner, Jr., our President and Chief Executive Officer, our only management director, is not independent because of his position as an executive officer of the Company.

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BOARD GOVERNANCE

Corporate Governance Guidelines

Our Corporate Governance Guidelines provide a framework for the governance of the Company as a whole and describe the principles and practices that the Board follows in carrying out its responsibilities. Our Corporate Governance Guidelines address, among other things:

• the composition, structure and policies of the Board and its committees;

• director qualification standards;

• expectations and responsibilities of directors;

• management succession planning;

• the evaluation of Board performance;

• principles of Board compensation; and

• communications with stockholders and non-management directors.

Our Corporate Governance Guidelines further provide that the Board, acting through the Nominating and Corporate Governance Committee (as described below), conduct a self-evaluation at least annually to determine whether it and its committees are functioning effectively. In addition, our Corporate Governance Guidelines provide that each committee conduct an annual self-evaluation and compares its performance to the requirements of its charter.

Our Corporate Governance Guidelines are posted on our website at investor.gms.com/govdocs. Our Corporate Governance Guidelines are reviewed by the Nominating and Corporate Governance Committee from time to time to ensure that they effectively promote the best interests of both the Company and the Company’s stockholders and that they comply with all applicable laws, regulations and NYSE requirements.

Code of Business Conduct and Ethics

We have adopted a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available on our website at investor.gms.com/govdocs. In the event that we amend or waive certain provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable Securities and Exchange Commission (“SEC”) rules, we will disclose the same on our website.

Board Oversight of Risk Management

Our Board administers its risk oversight function primarily through the Audit Committee and the Nominating and Corporate Governance Committee. To that end, our Audit Committee meets at least quarterly with our Chief Financial Officer and our independent auditors to receive regular updates regarding our management’s assessment of risk exposures including liquidity, credit and operational risks, cybersecurity risks and the process in place to monitor such risks, and review results of operations, financial reporting, and assessments of internal controls over financial reporting. Our Nominating and Corporate Governance Committee meets at least quarterly with our Chief Executive Officer and other executive leadership at which time it receives regular updates regarding our management’s assessment of risk exposures.

Furthermore, the Chief Executive Officer’s membership on, and collaboration with, the Board allows our Chief Executive Officer to gauge whether management is providing adequate information for the Board to understand the interrelationships of our various business and financial risks. Our Chief Executive Officer is available to the Board to address any questions from other directors regarding executive management’s ability to identify and mitigate risks and weigh them against potential rewards.

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Board Oversight of Cybersecurity and Information Security Risk

Our Board appreciates the importance of maintaining the confidence and trust of our customers, suppliers, and employees. As part of the Board’s role in independently overseeing the key risks facing our Company, the Board, through the Audit Committee, devotes regular and thorough attention to our data, information technology (“IT”) systems and their development (including the Company’s e-commerce strategy and its implementation) and protection of our data and IT systems, including business resilience, compliance, cybersecurity, and information security risk.

On an ongoing basis, the Company analyzes and assesses information security risks associated with our business. The assessment is primarily the responsibility of the Company’s information technology department. The Company seeks to adhere to the NIST Cyber-Security Framework, which provides best practice guidance on how to prevent, detect, and respond to cyberattacks. As part of the Company’s information security risk management program, the Company (i) routinely tests our controls and information systems to help ensure we remain compliant with our security policies and procedures and industry standards and (ii) requires that IT infrastructure associated with sensitive customer credit card information be audited and certified by a quality security party. We also provide information security training for our employees and business partners. In addition, the Company maintains information security risk insurance.

Management updates the Board on the Company’s information security policies and procedures, including training, risk assessment, internal controls, security software, evaluation and testing, insurance, incident response plans, and forward-looking information security strategies. Additionally, our cybersecurity policies require our Board to be notified of breaches to our information systems based on pre-defined severity thresholds.

Board Oversight of Corporate Social Responsibility

Our Board, via the Nominating and Corporate Governance Committee, oversees our corporate social responsibility program and performance. The Nominating and Corporate Governance Committee receives quarterly updates on opportunities and risk management efforts relating to sustainability and corporate social responsibility matters. Our Executive Leadership Team, including our Chief Executive Officer, reviews, and is responsible for implementing, our corporate social responsibility strategy.

BOARD ORGANIZATION

Board Leadership Structure

We separate the roles of Chief Executive Officer and Chair of the Board. These positions are currently held by John C. Turner, Jr., as our Chief Executive Officer, and John J. Gavin, as the Chair of the Board. We believe this leadership structure is appropriate for our Company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership, and managing our business, while the Chair of the Board provides guidance to the Chief Executive Officer, chairs board meetings and executive sessions of our independent directors, and takes a leading role in setting the agendas for meetings of our Board. In addition, separating the roles of Chief Executive Officer and Chair of the Board allows the Chair to provide oversight of our management.

Meetings of the Board and Committees

During the fiscal year ended April 30, 2024, the Board held five meetings. All of the directors who served during the fiscal year ended April 30, 2024 attended at least 75% of the total meetings of the Board and each of the Board committees on which such directors served during their respective tenure. Directors are expected to make best efforts to attend all Board meetings, all meetings of the committee or committees of the Board of which they are a member, and the annual meeting of stockholders. Attendance by telephone or videoconference is deemed attendance at a meeting.

Pursuant to our Corporate Governance Guidelines, our Board currently plans to hold at least four meetings each year, with additional meetings to occur (or action to be taken by unanimous consent, either in writing or by electronic transmission) at the discretion of the Board.

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Executive Sessions of Non-Management Directors

Pursuant to our Corporate Governance Guidelines, to ensure free and open discussion and communication among the non-management directors of the Board, the non-management directors meet in executive session at most Board meetings with no members of management present. The Chair of the Board presides over the executive sessions.

Committees of the Board

The Board has an Audit Committee, a Human Capital Management and Compensation Committee and a Nominating and Corporate Governance Committee, as described below. Currently, our Audit Committee, Human Capital Management and Compensation Committee and Nominating and Corporate Governance Committee consist entirely of independent directors. Each of the Audit Committee, Human Capital Management and Compensation Committee and Nominating and Corporate Governance Committee operates under a written charter approved by the Board, copies of which are available on our website at investor.gms.com/govdocs.

The following table shows the current membership of each committee of our Board and the number of meetings held by each committee during the fiscal year ended April 30, 2024:

Director

Audit
Committee

Human Capital Management and Compensation
Committee

Nominating and
Corporate
Governance
Committee

Lisa M. Bachmann

Peter C. Browning(1)

John J. Gavin

Theron I. Gilliam

Mitchell B. Lewis

Chair

Teri P. McClure

Chair

Randolph W. Melville

J. David Smith

Chair

W. Bradley Southern(2)

Number of Fiscal Year 2024 Meetings

___________________________________

(1)On January 19, 2024, Peter C. Browning notified the Board of his intention to not stand for re-election at the Annual Meeting and retire from the Board at such time.

(2)Effective January 19, 2024, W. Bradley Southern was appointed as a director to serve until the Annual Meeting or until his earlier resignation or removal.

Audit Committee

Currently, the members of the Audit Committee are Mr. Mitchell B. Lewis, as Chair, Ms. Lisa M. Bachmann, Mr. John J. Gavin, Mr. Randolph W. Melville and Mr. J. David Smith. Mr. Lewis was appointed to serve as Chair effective January 1, 2024, and Mr. Gavin resigned from the position at such time. Each of Ms. Bachmann, Mr. Gavin, Mr. Lewis and Mr. Smith qualify as an “audit committee financial expert” within the meaning of regulations adopted by the SEC. The Audit Committee recommends the annual appointment of our independent registered accounting firm, oversees our cybersecurity and data privacy programs, and reviews the independence of auditors and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, related party transactions, and investigations into matters related to audit functions. The Audit Committee is also partially responsible for overseeing risk management on behalf of our Board. See “—Board Oversight of Risk Management.” Our Audit Committee consists entirely of independent directors.

The charter of the Audit Committee permits the committee to, in its discretion, delegate its duties and responsibilities to one or more subcommittees as it deems appropriate.

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Human Capital Management and Compensation Committee

Currently, the members of the Human Capital Management and Compensation Committee are Mr. J. David Smith, as Chair, Mr. Peter C. Browning, Mr. Theron I. Gilliam, Ms. Teri P. McClure and Mr. W. Bradley Southern. The principal responsibilities of the Human Capital Management and Compensation Committee are to review and approve matters involving executive and director compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements, oversee our inclusion and diversity efforts, and authorize our Company to enter into employment and other related agreements with our executive officers. Our Human Capital Management and Compensation Committee consists entirely of independent directors.

The charter of the Human Capital Management and Compensation Committee permits the committee to, in its discretion, delegate its duties and responsibilities to a subcommittee of the Human Capital Management and Compensation Committee as it deems appropriate and to the extent permitted by applicable law.

In making executive compensation decisions during fiscal 2024, the Human Capital Management and Compensation Committee received advice from an independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”). Meridian's services during fiscal year 2024 are discussed in the Compensation Discussion and Analysis (“CD&A”) included below. Meridian did not provide any additional services to the Company other than those discussed in the CD&A.

Meridian conducted an annual review of its performance and prepared an annual independence document for the Human Capital Management and Compensation Committee that provided assurances and confirmation of the consultant’s independent status under the SEC’s and NYSE’s standards. The Human Capital Management and Compensation Committee then completed an annual evaluation of Meridian’s independence pursuant to the SEC’s rules and the NYSE’s rules. In making its determination, the Human Capital Management and Compensation Committee took into account, among other things, that no member of the Meridian team that works for the Human Capital Management and Compensation Committee has either a business or personal relationship, as defined by the NYSE rules, with either any member of executive management or member of the Human Capital Management and Compensation Committee.

Based on all considerations, the Human Capital Management and Compensation Committee concluded no conflict of interest existed in connection with the executive compensation services and considered Meridian to be independent.

Although Meridian is retained directly by the Human Capital Management and Compensation Committee, Meridian personnel interact with our executive officers as needed, specifically the Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer and General Counsel and their staffs, to provide the Human Capital Management and Compensation Committee with relevant compensation and performance data for our executives and the Company.

Nominating and Corporate Governance Committee

Currently, the members of the Nominating and Corporate Governance Committee are Ms. Teri P. McClure, as Chair, Ms. Lisa M. Bachmann, Mr. Peter C. Browning, Mr. John J. Gavin, Mr. Theron I. Gilliam, Mr. Mitchell B. Lewis, Mr. Randolph W. Melville, Mr. J. David Smith and Mr. W. Bradley Southern. The Nominating and Corporate Governance Committee assists our Board in identifying individuals qualified to become board members; makes recommendations for nominees for committees; develops, recommends to the Board and reviews our corporate governance principles; and oversees our corporate social responsibility efforts. Our Nominating and Corporate Governance Committee consists entirely of independent directors.

The charter of the Nominating and Corporate Governance Committee permits the committee to, in its sole discretion, delegate its duties and responsibilities to one or more subcommittees as it deems appropriate.

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Succession Planning

The Board is responsible for the succession planning process for the directors, Chair of the Board, the Chief Executive Officer, and other executive officer positions. Succession planning for directors and key Company positions is a principal focus of the Nominating and Corporate Governance Committee as well as the full Board.

The Company has worked, using both internal and external resources, to integrate succession planning with leadership development in an effort to help ensure high-potential employees obtain the experience, skills and development opportunities necessary to assume, and succeed in, future leadership roles within the organization.

Human Capital Management and Compensation Committee Interlocks and Insider Participation

Mr. Smith, Mr. Browning, Mr. Gilliam, Ms. McClure and Mr. Southern were members of the Human Capital Management and Compensation Committee during fiscal 2024, none of whom was an officer or employee of the Company at any time. None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Human Capital Management and Compensation Committee. None of our executive officers served as a member of the compensation committee of an entity that has an executive officer serving as a director on the Board. No interlocking relationship exists between any member of our Human Capital Management and Compensation Committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company.

Securities Trading Policy

The Company’s Securities Trading Policy governs the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, as well as by GMS Inc. and all of its subsidiaries and controlled affiliates. The Securities Trading Policy is designed to promote compliance with insider trading laws, rules and regulations. A copy of the Company’s Securities Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended April 30, 2024.

Hedging and Pledging Policy

The Company’s Securities Trading Policy prohibits all directors, executive officers and employees of the Company from effecting short sales, put options, call options or other derivative securities, holding securities in a margin account or otherwise pledging securities as collateral for a loan or hedging or similar monetization transactions with respect to the Company’s common stock.

Equity Grant Practices

Stock options are a component of our long-term incentive program for our eligible employees. The Human Capital Management and Compensation Committee does not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and does not time the public release of such information based on stock option grant dates. Other than on a predetermined schedule, the Company has not granted stock options or similar awards during periods in which there is material nonpublic information about the Company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

The Human Capital Management and Compensation Committee typically approves stock options to eligible employees in the first quarter of the fiscal year in connection with the annual compensation-setting process, or on a case-by-case basis in connection with new hires and promotions. Stock option grants are effective on the first day of the second quarter (or on the next trading day following such date if it is not a trading day).

During the period covered by this report, the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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COMMUNICATIONS WITH THE BOARD

Any interested parties wishing to communicate with, or otherwise make his or her concerns known directly to, the Board or chairperson of any of the Audit, Human Capital Management and Compensation and Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel and Corporate Secretary of the Company, 100 Crescent Centre Parkway, Suite 800, Tucker, Georgia 30084. The General Counsel and Corporate Secretary will forward such communications to the appropriate party as soon as practicable. Such communications may be done confidentially or anonymously.

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DIRECTOR COMPENSATION

Director Compensation Program

The Human Capital Management and Compensation Committee is responsible for oversight of the compensation program for non-employee directors. The Committee annually reviews the program relative to peer and broader market practices with the assistance of Meridian, its independent compensation consultant. Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on the board and further align their interest with our stockholders. Our Chief Executive Officer does not receive any additional compensation for his service on the Board of Directors.

The following table presents the elements of compensation for non-employee directors under the Company’s director compensation program in fiscal 2024:


Element of Compensation	Amount
Non-executive chair cash retainer	$	100,000
Director cash retainer	100,000
Chair of Audit Committee cash retainer	25,000
Chair of Human Capital Management and Compensation Committee cash retainer	25,000
Chair of the Nominating and Corporate Governance Committee cash retainer	15,000
Member of the Audit Committee cash retainer	12,500
Member of the Human Capital Management and Compensation Committee cash retainer	10,000
Member of the Nominating and Corporate Governance Committee cash retainer	7,500
Director grant of restricted stock units	125,000

The annual cash retainers are paid in quarterly installments. The restricted stock units are valued on the date of grant. The restricted stock units vest on the one-year anniversary of grant, subject to the director’s continued service on the Board on such vesting date, and upon vesting the director will receive shares of common stock, unless deferred as described below.

Deferred Compensation Plan for Non-Employee Directors

The Company has a deferred compensation plan for non-employee directors. Under the plan, non-employee directors may defer receipt of all or a portion of certain compensation. Compensation eligible for deferral includes annual retainer fees and committee fees payable in cash as well as restricted stock units.

Fiscal 2024 Director Compensation Table

Shown below is information regarding the director compensation for each member of the Board for fiscal 2024, other than for Mr. Turner who, as an employee director, does not participate in our director compensation program.


Name	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		Option Awards(2) ($)	Total ($)
Lisa M. Bachmann	$	120,000	$	125,000	$—	$	245,000
Peter C. Browning	117,500		125,000		—	242,500
John J. Gavin	229,375		125,000		—	354,375
Theron I. Gilliam	117,500		125,000		—	242,500
Mitchell B. Lewis	123,125		125,000		—	248,125
Teri P. McClure	125,000		125,000		—	250,000
Randolph W. Melville	120,000		125,000		—	245,000
J. David Smith	145,000		125,000		—	270,000
W. Bradley Southern(3)	33,526		35,178		—	68,704

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(1)Represents the aggregate grant date fair value of the stock award, computed based on the number of awards granted and the fair value of the award on the date of grant. Assumptions used in the calculation of the grant date fair value of these award amounts are included in Note 12 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 30, 2024.

Pursuant to our director compensation program, on August 1, 2023, we granted restricted stock units valued at $125,000 to each independent director serving on our Board on that date. Each of the directors received 1,672 restricted stock units. On January 19, 2024, we granted restricted stock units valued at $35,178 to Mr. Southern upon his appointment to the Board. Mr. Southern received 426 restricted stock units. The number of restricted stock units granted to each director was based on the closing price of GMS common stock on the grant date. The restricted stock units vest and become exercisable one year from the grant date.

(2)None of our directors were granted option awards in fiscal 2024. As of April 30, 2024, Mr. Gilliam had 30,474 options outstanding to purchase shares of Company common stock at an exercise price of $14.77 per share. Such options were issued at the time Mr. Gilliam joined the Company’s Board. As of April 30, 2024, all outstanding options were vested.

(3)W. Bradley Southern was appointed to the Board effective January 19, 2024. His compensation was prorated for the time period he served during fiscal 2024.

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PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee is directly responsible for the appointment, compensation, retention, evaluation, and oversight of the Company’s independent registered public accounting firm. As part of this responsibility, the Audit Committee routinely reviews the performance and retention of our independent registered public accounting firm.

The Audit Committee has appointed Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ended April 30, 2025. We have engaged Ernst & Young LLP as our independent registered public accounting firm since August 2017. A representative of Ernst & Young LLP will be present at the Annual Meeting to answer questions of stockholders and will have the opportunity, if desired, to make a statement.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE YEAR ENDING APRIL 30, 2025.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES AND SERVICES

The following table presents the fees billed by Ernst & Young LLP, our independent auditors for the fiscal years ended April 30, 2024 and 2023:


Type of Fees	Fiscal Year Ended April 30, 2024		Fiscal Year Ended April 30, 2023
Audit Fees(1)	$	3,407,319	$	3,278,533
Audit-Related Fees(2)	308,190		85,000
Tax Fees(3)	—		—
All Other Fees(4)	4,621		—
Total	$	3,720,130	$	3,363,533

___________________________________

(1)Audit fees consist of fees for professional services rendered for the audit of our financial statements, review of interim financial statements, assistance with registration statements filed with the SEC and services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under audit fees. Audit-related fees for fiscal 2024 include due diligence services provided in connection with business combinations.

(3)Tax fees are fees for a variety of permissible services relating to tax compliance, tax planning and tax advisory services.

(4)All other fees relate to professional services not included in the categories above. All other fees for fiscal 2024 include an accounting research tool.

The Audit Committee’s outside auditor independence policy provides for pre-approval of audit, audit-related and tax services specifically described by the Audit Committee on an annual basis, and, in addition, individual engagements anticipated to exceed pre-established thresholds must be separately approved. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

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POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT RELATED

SERVICES OF INDEPENDENT AUDITORS

The Audit Committee is responsible for the appointment, compensation, retention, oversight, and termination of the Company’s independent registered public accounting firm. The Audit Committee has adopted a policy requiring substantially all audit, audit-related and non-audit services provided by the independent auditor be pre-approved by the Audit Committee. Pre-approval is not necessary for certain minor non-audit services that (i) do not constitute more than 5% of the total amount paid by the Company to its independent registered public accounting firm during the fiscal year the non-audit services were provided; (ii) were not recognized by the Company to be non-audit services at the time of the engagement for such services; and (iii) are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. The Audit Committee may delegate authority to one or more independent members of the Audit Committee to grant pre-approvals of audit and permitted non-audit services, provided any such pre-approvals are presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee has adopted a policy that prohibits our independent auditors from providing the following services:

• bookkeeping or other services related to the accounting records or financial statements of the Company;

• financial information systems design and implementation;

• appraisal or valuation services, providing fairness opinions or preparing contribution-in-kind reports;

• actuarial services;

• internal audit outsourcing services;

• management functions or human resources;

• broker or dealer, investment adviser or investment banking services;

• legal services and expert services unrelated to the audit; and

• any other service the Public Company Accounting Oversight Board prohibits through regulation.

The Audit Committee’s pre-approval policy is included in the Audit Committee Charter, which is available on our website at investor.gms.com/govdocs.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The Audit Committee is currently comprised of Mr. Mitchell B. Lewis, as Chair, Ms. Lisa M. Bachmann, Mr. John J. Gavin, Mr. Randolph W. Melville, and Mr. J. David Smith. The Audit Committee oversees GMS Inc.’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including maintaining an effective system of internal controls over financial reporting. The Audit Committee meets separately with management, the internal auditors and the independent registered public accounting firm. The Audit Committee operates under a written charter approved by the Board, a copy of which is available on our website at investor.gms.com/govdocs. The charter, among other things, provides that the Audit Committee has full authority to appoint, compensate, retain, oversee, and terminate when appropriate, the independent registered public accounting firm.

In addition to fulfilling its oversight responsibilities as set forth in its charter and further described above in the section of this Proxy Statement entitled “Board Organization—Committees of the Board—Audit Committee,” the Audit Committee has done the following things:

•reviewed and discussed the audited financial statements in GMS Inc.’s annual report on Form 10-K for the fiscal year ended April 30, 2024 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;

•reviewed with Ernst & Young LLP, GMS Inc.’s independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgments as to the quality and acceptability of GMS Inc.’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards;

•received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence;

•discussed with Ernst & Young LLP its independence from management and GMS Inc. and considered whether Ernst & Young LLP could also provide non-audit services without compromising the firm’s independence;

•discussed with Ernst & Young LLP the matters required to be discussed under Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301, Communications with Audit Committees (AS 1301); and

•discussed with the Company’s internal auditors and Ernst & Young LLP the overall scope and plans for their respective audits, and then met with the internal auditors and Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of GMS Inc.’s internal controls and the overall quality of GMS Inc.’s financial reporting.

Based on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the annual report on Form 10-K for the fiscal year ended April 30, 2024, for filing with the SEC.

This report has been furnished by the members of the Audit Committee of the Board:


			Audit Committee

			Mitchell B. Lewis, Chair Lisa M. Bachmann John J. Gavin Randolph W. Melville J. David Smith

Table of Contents

MANAGEMENT

The following table sets forth the name and age of each current executive officer of the Company, indicating all positions and offices with us currently held by such executive officer:

Name

Age

Position

John C. Turner, Jr.

President, Chief Executive Officer and Director

Scott M. Deakin

Senior Vice President and Chief Financial Officer

Craig D. Apolinsky

Senior Vice President, General Counsel and Corporate Secretary

Leigh R. Dobbs

Senior Vice President, Chief Human Resources Officer

George T. Hendren

Senior Vice President, Chief Operating Officer

Set forth below are descriptions of the backgrounds of each current executive officer of the Company who is not a director. The background for John C. Turner, Jr., who is also a director, is provided in the section of this Proxy Statement entitled “Proposal 1—Election of Directors.”

Scott M. Deakin, our Senior Vice President and Chief Financial Officer, joined us in October 2019. Prior to joining us, Mr. Deakin served as the President of the Thermal Acoustical Solutions segment of Lydall, Inc., a publicly-traded global manufacturer of specialty engineered products from 2017 to 2019. Prior to that, he served as Executive Vice President and CFO of Lydall, Inc. where he oversaw its finance and accounting organization from 2015 to 2018. Mr. Deakin previously served as Executive Vice President, Chief Financial Officer of Ensign-Bickford Industries, Inc. from 2009 to 2015. Earlier in his career, he also held the role of Senior Vice President, Corporate Development at Barnes Group, Inc. from 2007 to 2009 and various operating and finance roles during his 12 years at Eaton Corporation. He began his career at Deloitte and PricewaterhouseCoopers, LLP. In 2024, Mr. Deakin was appointed to the board of directors for Central States, Inc., a maker of metal building components, roofing, structures and buildings. Mr. Deakin holds an MBA from Carn

SEC Form DEF 14A filed by GMS Inc.