DEF 14A of BlueLinx Holdings Inc., Apr 10, 2024

DEF 14A of BlueLinx Holdings Inc.

Filed Apr 10, 2024 · FY20230001104659-24-045801

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is currently authorized to have, and currently consists of, nine members, each with terms expiring at the Annual Meeting. Our Board, based on the recommendation of our Nominating and Governance Committee and pursuant to our bylaws, has nominated Anuj Dhanda, Dominic DiNapoli, Kim S. Fennebresque, Keith A. Haas, Mitchell B. Lewis, Shyam K. Reddy, J. David Smith, Carol B. Yancey, and Marietta Edmunds Zakas, each a current member of our Board, for re-election at the Annual Meeting. Each director elected at the Annual Meeting will hold office until the next annual meeting of stockholders and the election of his or her successor. The Board believes each nominee for director will be able to stand for election. In addition, each of the persons nominated for election has agreed to serve if elected. If, for any reason, any of the nominees become unavailable for election, the individuals named in the enclosed proxy card may exercise their discretion to vote for any substitutes proposed by the Board. At this time, the Board knows of no reason why any nominee might be unavailable to serve. Our Board unanimously recommends a vote FOR each of the following director nominees:

  2. ELECTION OF DIRECTORS

    | Anuj Dhanda | Shyam K. Reddy | | Dominic DiNapoli | J. David Smith | | Kim S. Fennebresque | Carol B. Yancey | | Keith A. Haas | Marietta Edmunds Zakas | | Mitchell B. Lewis | |

  3. ELECTION OF DIRECTORS

    A nominee will be elected as a director if he or she receives a plurality of the votes cast at the meeting. “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. In other words, the nine director nominees receiving the most votes will be elected. If you do not wish your shares of common stock to be voted for particular nominees, you may so indicate on the enclosed proxy card. Broker non-votes and votes to “withhold authority” for all or some nominees will have no effect on the election of directors.

  4. Information about Nominees

    Information about Nominees Information about each of the nine nominees for director, including the experience that led the Board to conclude that the nominee should serve as a director of the Company, is set forth below. All the director nominees are currently serving on the Board.

  5. Information about Nominees

    | Name | Position | | Anuj Dhanda | Director (since 2023) | | Dominic DiNapoli | Director (since 2016) | | Kim S. Fennebresque | Non-Executive Chairman of the Board of Directors (Director since 2013, Chairman since 2016) | | Keith A. Haas | Director (since 2022) | | Mitchell B. Lewis | Former President and Chief Executive Officer (2014-June 2021) and Director (since 2014) | | Shyam K. Reddy | President and Chief Executive Officer and Director (since 2023) | | J. David Smith | Director (since 2017) | | Carol B. Yancey | Director (since 2021) | | Marietta Edmunds Zakas | Director (since 2022) |

  6. Information about Nominees

    Anuj Dhanda, 61, has served as a member of our Board since May 2023. He currently serves as Executive Vice President and the Chief Technology and Transformation Officer of Albertsons Companies, Inc. (NYSE: ACI), one of the largest food and drug retailers in the United States. Prior to joining Albertsons Companies in 2015, Mr. Dhanda served as Senior Vice President of Digital Commerce and Chief Information Officer for Giant Eagle, Inc. from August 2013 to December 2015. From March 2008 to August 2013, Mr. Dhanda served as Chief Information Officer of PNC Financial Services (NYSE: PNC), a bank holding company and financial services corporation. Mr. Dhanda earned a Bachelor of Commerce degree from Delhi University as well as a Master of Business Administration and Ph.D. in Management (Finance) degrees from Rutgers University. Mr. Dhanda’s extensive background in digital transformation, cybersecurity, merger integration and system modernization and 10 plus years of experience as a public company chief information officer and executive qualifies him to serve on, and be a valuable member of, our Board. Dominic DiNapoli, 69, has served as a member of our Board since May 2016. Mr. DiNapoli served as a senior consultant to FTI Consulting (NYSE: FCN), a global business advisory firm, from 2014 until his retirement in December 2019. Prior to his retirement, Mr. DiNapoli held several positions within FTI Consulting, including Vice Chairman from 2011 through 2014, and Executive Vice President and Chief Operating Officer from 2004 through 2011. From 2002 to 2004, Mr. DiNapoli served as a Senior Managing Director and leader of FTI Consulting’s corporate finance/restructuring practice. From 1998 to 2002, Mr. DiNapoli was a Managing Partner of PricewaterhouseCoopers LLP’s U.S. business recovery services practice. Mr. DiNapoli received a Bachelor of Science in Accounting from Montclair State. Mr. DiNapoli’s financial expertise, management advisory expertise, and experience as a public company executive qualify him to serve on, and be a valuable member of, our Board. Kim S. Fennebresque, 74, has served as a member of our Board since May 2013 and became Chairperson in May 2016. Mr. Fennebresque served as a senior advisor to Cowen Group Inc., a financial services company, until December 2020. He also served as Chairman and Chief Executive Officer of Cowen Group Inc. and its predecessor SG Cowen from 1999 to 2008. Mr. Fennebresque currently serves on the board of directors of Ally Financial Inc. (NYSE: ALLY), Albertson’s Companies, Inc. (NYSE: ACI), BAWAG Group, AG (VIE: BG), and served on the board of Rotor Acquisition Corp. from November 2020 to June 2021. Mr. Fennebresque served on the board of directors of Ribbon Communications from October 2017 to March 2020, and as Chairman of Dahlman Rose Co., LLC, a financial services company, from 2010 to 2012, and as Chief Executive Officer of Dahlman Rose Co., LLC from July 2011 until August 2012. He has also served as head of the corporate finance and mergers & acquisitions departments at UBS (NYSE: UBS) and was a general partner and co-head of investment banking at Lazard Frères & Co. Mr. Fennebresque also held various positions at The First Boston Corporation (now UBS). He is a graduate of Trinity College and Vanderbilt Law School. Mr. Fennebresque’s extensive business experience, background in finance, and industry knowledge qualify him to serve on, and be a valuable member of, our Board. Keith A. Haas, 58, has served as a member of our Board since August 2022. Mr. Haas currently serves as Chief Executive Officer of Foley Products Company LLC, a manufacturer of concrete products for water and electric infrastructure applications. He also served as a director at Northwest Hardwoods, Inc., where he has served since 2021 and has over 25 years of operational leadership experience in the building products industry. From 2021 to 2022, he served as Group Executive, Commercial at CRH plc where he had increasing executive leadership responsibilities in a diverse range of building products manufacturing and distribution. From 2019 to 2020, Mr. Haas served as President of CRH’s global Building Products Division, and from 2016 to 2018, as President of its Americas Products & Distribution Division. Mr. Haas also served as the Chief Executive Officer of CRH operating subsidiaries Oldcastle Architectural from 2008 to 2010 and Oldcastle Building Products from 2011 to 2015. Prior to joining CRH in 1995, he began his career as a project engineer at Amoco Chemical Company. Mr. Haas earned a Bachelor of Science degree in Mechanical Engineering from the Georgia Institute of Technology and a Master of Business Administration degree from Georgia State University. Mr. Haas’s business experience, including operational and executive leadership experience, and industry knowledge qualify him to serve on, and be a valuable member of, our Board. Mitchell B. Lewis, 62, has served as a Director of the Company since January 2014. From 2014 until his retirement in June 2021, he served as our President and Chief Executive Officer, and from June 2021 through December 2021, he was a senior advisor to the Company’s successor President and Chief Executive Officer. Mr. Lewis has held numerous leadership positions in the building products industry since 1992. Mr. Lewis served as a director and as President and Chief Executive Officer of Euramax International, Inc. (the predecessor of OmniMax International, LLC), a building products manufacturer, from February 2008 through November 2013. Mr. Lewis also served Euramax International, Inc. in the roles of Chief Operating Officer, Executive Vice President, and Group Vice President as well as President of its largest subsidiary. Prior to being appointed Group Vice President, Mr. Lewis served as President of Amerimax Building Products, Inc. Prior to 1992, Mr. Lewis served as Corporate Counsel with Alumax Inc. and practiced law with Alston & Bird LLP, specializing in mergers and acquisitions. Mr. Lewis is currently a director and the Audit Chair of GMS Inc. (NYSE: GMS) and a director of Meteor Education, a portfolio company of Bain Capital. Mr. Lewis received a Bachelor of Arts degree in Economics from Emory University, and a Juris Doctor degree from the University of Michigan. Mr. Lewis’ position as our former Chief Executive Officer, financial expertise, management advisory expertise, and industry experience qualify him to serve on, and be a valuable member of, our Board.

  7. Information about Nominees

    Shyam K. Reddy, 49, became President and Chief Executive Officer and was appointed to the Board effective March 2023. Prior to becoming President and Chief Executive Officer and a Director, he served as Senior Vice President, Chief Legal and Sustainability Officer and Corporate Secretary from March 2022 to March 2023. Previously, Mr. Reddy served as Senior Vice President, Chief Administrative Officer, and Corporate Secretary of the Company from May 2019 to March 2022 and Senior Vice President and Chief Transformation Officer from April 2018 to May 2019. Mr. Reddy served as Senior Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary of the Company from May 2017 to April 2018, and as Senior Vice President, General Counsel and Corporate Secretary of the Company from June 2015 until May 2017. Prior to joining BlueLinx, he served as Senior Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary of Euramax International, Inc. (the predecessor of OmniMax International, LLC), from March 2013 to March 2015. Before joining Euramax International, Inc., Mr. Reddy was the Regional Administrator of the Southeast Sunbelt Region of the U.S. General Services Administration from March 2010 to March 2013. Mr. Reddy practiced corporate law as a partner in the Atlanta office of Kilpatrick, Townsend & Stockton LLP from January 2009 to March 2010. Mr. Reddy received a Bachelor of Arts degree in Political Science, a Master of Public Health degree from Emory University, and a Juris Doctor degree from the University of Georgia. Mr. Reddy’s positions as our President and Chief Executive Officer and his previous business and industry experience qualify him to serve on, and be a valuable member of, our Board. J. David Smith, 75, has served as a member of our Board since May 2017. Mr. Smith served as Chief Executive Officer and President of Euramax International, Inc. (the predecessor of OmniMax International, LLC), beginning in 1996, and served as the Chairman of its board of directors beginning in 2002, until his retirement in 2008. Before joining Euramax, Mr. Smith served as President of Alumax Fabricated Products, Inc. and as an officer of Alumax, Inc. from 1988 to 1996. He began his career serving in numerous senior management roles at Howmet Building Products, Inc. He has also served as a member of the board of directors of GMS Inc. (NYSE: GMS) since 2014. Mr. Smith served as a member of the boards of directors of Commercial Metals Company from 2004 until January 2023, and Henry Company from 2017 until 2022. Mr. Smith also served as Chairman of the board of directors of Select Interior Concepts, Inc. from February 2019 until March 2020. Mr. Smith also served as Chairman of the board of directors of both Siamons International, Inc. until 2018, and Nortek, Inc. until 2016, where he also served as interim Chief Executive Officer in 2011. He also previously served as a director of Diversitech, Inc., Houghton International Inc., and Air Distribution Technologies, Inc. Mr. Smith has extensive operating and management experience in private and public international metals and building products companies. Mr. Smith received a Bachelor of Arts degree in Political Science from Gettysburg College. Mr. Smith’s financial expertise, management advisory expertise, and experience as an officer of public companies qualify him to serve on, and be a valuable member of, our Board. Carol B. Yancey, 60, has served as a member of our Board since February 2021. Ms. Yancey served as Executive Vice President and Chief Financial Officer of Genuine Parts Company (NYSE: GPC), a Fortune 200 global distributor of automotive and industrial parts, from March 2013 until her retirement in May 2022. She also held the title of Corporate Secretary from 1995 to 2015. From 1991 to 2013, Ms. Yancey served in various leadership and management positions at Genuine Parts, including Senior Vice President of Finance, Vice President, Assistant Corporate Secretary, Director of Shareholder Relations, and Director of Investor Relations. Prior to joining Genuine Parts, she spent six years in public accounting. She is currently a director of Oxford Industries, Inc. (NYSE: OXM). She earned a Bachelor of Business Administration in Accounting from the University of Georgia and is a Certified Public Accountant. Ms. Yancey’s financial expertise, which includes experience as a former chief financial officer of a public company, experience as a CPA, and experience in the oversight of financial reporting and internal controls, and her experience in the distribution industry, qualify her to serve on, and be a valuable member of, our Board. Marietta Edmunds Zakas, 65, has served as a member of our Board since August 2022. Ms. Zakas currently serves as President and Chief Executive Officer of Mueller Water Products (NYSE: MWA), a leading manufacturer of products and services used in the transmission, distribution, and measurement of water in North America, and has served as a member of their board of directors since August 2023. Ms. Zakas previously served as Executive Vice President and Chief Financial Officer from 2018 to 2023. Prior to that, Ms. Zakas directed Mueller Water Products’ strategic planning, corporate development, investor relations and corporate communications activities since joining Mueller Water Products in 2006. Prior to that, Ms. Zakas spent five years with Russell Corporation, a leading athletic apparel, footwear, and equipment company, where she held a variety of positions culminating in her role as Corporate Vice President, Chief of Staff, Business Development and Treasurer. From 1993 to 2000, Ms. Zakas served as Corporate Vice President, Director of Investor Relations and Corporate Secretary for Equifax, Inc. (NYSE: EFX), a global analytics and technology company. Ms. Zakas began her career as an investment Banker at Morgan Stanley. Ms. Zakas served from March 2011 to March 2022 as a non-executive Director at Atlantic Capital Bank and Atlantic Capital Bancshares, including serving as the Audit Committee Chair. Ms. Zakas earned a Bachelor of Arts degree with honors from Randolph Macon Woman’s College (now known as Randolph College), a Master of Business Administration degree from the University of Virginia Darden School of Business, and a Juris Doctor from the University of Virginia School of Law. Ms. Zakas’ financial expertise, experience in the oversight of financial reporting and internal controls, experience as a current chief executive officer and as a former chief financial officer of a public company, and executive leadership experience qualify her to serve on, and be a valuable member of, our Board.

  8. MORE INFORMATION ABOUT THE BOARD OF DIRECTORS

    MORE INFORMATION ABOUT THE BOARD OF DIRECTORS

  9. Elements of Compensation

    Elements of Compensation During fiscal 2023, compensation for our named executive officers consisted of the following components: • Base salary; • Annual performance-based cash awards under our Amended and Restated Short-Term Incentive Plan (“STIP”); • Long-term equity incentive compensation under our Long-Term Equity Incentive Plan (“LTIP”); and • Other perquisite and benefit programs. The compensation structure for each of our named executive officers is consistent with his or her employment agreement or offer letter, as applicable. The appropriate mix and amount of compensation for each named executive officer varies based on the level of the executive’s responsibilities, as determined by the Committee. The Committee may increase any component of compensation provided by an employment agreement to any of our named executive officers and the Committee reviews and adjusts base salaries and awards of cash bonuses and equity-based compensation on at least an annual basis. There is no established policy or formula for allocating any individual’s total compensation between cash and non-cash, or between short-term and long-term incentives. This approach is designed to provide the Company with flexibility to respond to marketplace and individual factors in attracting and retaining executive talent and encouraging performance, consistent with each executive’s employment agreement or offer letter, as applicable. Our Chief Executive Officer presents recommendations and proposals on compensation, which are developed in consultation with other Company representatives, to the Committee, including recommended base salaries, recommended structure, target levels, and payout levels for the STIP, and recommended equity awards to executive officers under the LTIP, and management’s rationale for its recommendations. The Committee considers these recommendations before determining compensation.

  10. Annual Bonuses

    Annual Bonuses We utilize cash bonuses under the STIP as an incentive to promote achievement of individual and Company performance goals. This component of compensation places more emphasis on our annual financial performance and the potential rewards associated with future performance of the Company and the individual executive. Annual bonuses are determined pursuant to the Company’s STIP and are designed to: • Support our strategic business objectives; • Promote the attainment of specific financial goals; • Reward achievement of specific performance objectives; and • Encourage teamwork. Performance metrics and goals. The determination of each NEO’s individual annual cash bonus is based on actual performance relative to specific financial performance metrics. For 2023, the Committee selected the following two financial performance metrics: (i) Adjusted EBITDA (weighted 60%) and (ii) Return on Working Capital (weighted 40%). The Committee set the target goals for each financial performance metric in alignment with the Company’s strategic plan. For fiscal 2023, the threshold, target, and maximum goals with respect to each performance metric were as follows:

  11. Annual Bonuses

    | Performance Metric | Threshold | Target | Maximum | | Adjusted EBITDA (in millions)(1) | $151.5M | $178.2M | $356.4M | | ROWC(2) | 23.0% | 28.8% | 57.6% |

  12. Annual Bonuses

    Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the operating performance of the Company. Adjusted EBITDA, as we define it, is an amount equal to net income (loss) plus interest expense and all interest expense related items, income taxes, depreciation and amortization, and further adjusted for certain non-cash items and other special items, including compensation expense from share based compensation, one-time charges associated with the legal, consulting, and professional fees to our merger and acquisition activities, gains or losses on sales of properties, amortization of deferred gains on real estate, and expenses associated with our restructuring activities, such as severance, in addition to other significant and/or one-time, non-recurring, non-operating items. Adjusted EBITDA is not a presentation made in accordance with GAAP and is not intended to present a superior measure of the financial condition from those determined under GAAP. ROWC (return on working capital) is a non-GAAP measure that we calculate as trailing twelve months’ Adjusted EBITDA divided by the sum of the trailing twelve months’ average of accounts receivable plus inventories less accounts payable and any bank overdrafts. ROWC is used by management to evaluate the efficiency and effectiveness of our use of working capital. NEO Annual Bonus Target. Each named executive officer may earn between zero percent and 200 percent of his or her annual bonus target, depending on the level of achieved performance. For 2023, the Committee approved the following annual bonus target (expressed as a percentage of base salary) for each NEO based on individual level of responsibility, market practice and internal equity:

  13. Annual Bonuses

    | Officer | Threshold | Target | Maximum | | Shyam K. Reddy | 50% | 100% | 200% | | Andrew Wamser | 40% | 80% | 160% | | Tricia Kinney | 32.5% | 65% | 130% | | Dwight Gibson | 50% | 100% | 200% | | Kelly C. Janzen | 40% | 80% | 160% | | Kevin A. Henry | 40% | 80% | 160% |

  14. Annual Bonuses

    At performance levels equaling threshold, each named executive officer will earn 50% of her or his annual bonus target. At target performance levels, each named executive officer will earn 100% of his or her annual bonus target, and at performance levels at or above maximum, each named executive officer will earn 200% of her or his annual bonus target. If threshold performance is not achieved with respect to a performance metric, then no annual bonus amount is paid with respect to that performance metric. Achieved Performance and Bonus Payout. During fiscal 2023, the Company achieved Adjusted EBITDA and ROWC levels between target and maximum, with an Adjusted EBITDA of $182.8 million and ROWC of 36.1%, which resulted in a cash payout equal to 112% of target bonus. The amount of bonus compensation earned by each of the named executive officers under the Company’s STIP in connection with fiscal 2023 is described under “Compensation of Executive Officers.” The Committee, at its discretion, may adjust formulaic bonus payouts based on a named executive officer’s individual performance and contribution to the Company during the applicable fiscal year. The Committee did not exercise its discretion to adjust bonus payouts for 2023

  15. Long-Term Equity Incentive Plan

    Long-Term Equity Incentive Plan The purpose of our Long-Term Equity Incentive Plan, or LTIP, is to provide incentives to eligible employees to work towards the achievement of our long-term performance goals. A further purpose of the LTIP is to provide a means to attract individuals to become employees of the Company by providing these individuals with stock ownership. We also consider the program a key retention tool. For these reasons, we believe this component of compensation further advances and aligns the interests of the Company and its stockholders. The Committee retains the discretion to set the date on which LTIP awards will be made to executives. In making decisions regarding long-term equity incentive awards for named executive officers, the Committee re views the comparable equity award data for similar positions in our industry, market data, and data from Meridian, and considers other relevant factors, including the terms of any applicable employment agreement or offer letter. On June 7, 2023 (or within 30 days of their hire date for Mr. Wamser and Ms. Kinney), our named executive officers received both performance-based and time-based restricted stock unit awards under our LTIP. Time-based restricted stock units. The time-based restricted stock unit awards will vest in equal installments on each of the three annual anniversaries of the date of grant, generally subject to continued service through the applicable anniversary dates. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock. On each vesting date, a named executive officer will receive one share of our common stock for each restricted stock unit that then vests. Performance-based restricted stock units. The performance-based restricted stock unit awards will vest based on the Company’s cumulative Adjusted EBITDA and average ROWC performance against Committee approved performance goals over the three-year period following the date of grant in accordance with the following schedule: - 30% of the target units vest if threshold performance is achieved, - 100% of the target units vest if target performance is achieved, and - 200% of the target units vesting if maximum or greater performance is achieved. If threshold performance is not achieved with respect to a performance metric, then no shares are earned with respect to that performance metric. The Committee has final discretion on the threshold performance metrics paid pursuant to the Company’s LTIP. The performance-based restricted stock unit awards will vest on the date the Committee certifies performance following the end of the three-year performance period, subject to continued service through the applicable vesting date. The table below shows the number of performance-based and time-based restricted stock units granted to the named executive officers in fiscal 2023.

  16. Long-Term Equity Incentive Plan

    | Officer | Performance- Based RSU’s (Target) | Time-Based RSU’s | Total | | Shyam K. Reddy | 16,234 | 20,979(1) | 37,213 | | Andrew Wamser | 3,813 | 14,423 | 18,236 | | Tricia Kinney | 2,041 | 2,041 | 4,082 | | Dwight Gibson | — | — | — | | Kelly C. Janzen | 4,475 | 4,474 | 8,949(2) | | Kevin A. Henry | — | — | — |

  17. Long-Term Equity Incentive Plan

    (1) 4,745 of the 20,979 Time Based RSU’s granted to Mr. Reddy were awarded and vested in fiscal 2023. (2) Ms. Janzen forfeited these restricted stock units upon her departure from the Company. See Ms. Janzen’s Transition Agreement for more information regarding forfeited and vested RSU’s on her departure (see Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023). The Committee considered the total dollar value of each named executive officer’s award, the economic environment at the time the grants were approved, and the shares available for grant under the LTIP when approving the grant, and the value of these awards reflected the volatility of the market price of our common stock prior to the date of the grant. The award value for Mr. Reddy reflected his promotion to the role of President and Chief Executive Officer, while the grants for Mr. Wamser and Ms. Kinney were established in connection with negotiations for their hiring.

  18. Role of Management and Compensation Consultant

    Role of Management and Compensation Consultant The Committee regularly consults with management regarding employee compensation matters, and our Chief Executive Officer makes compensation recommendations to the Committee for the other named executive officers; however, our Chief Executive Officer does not make a recommendation to the Committee for his own compensation. The Committee also considers market factors in making decisions about our compensation program, and the Committee has the authority to retain independent consultants and other advisors. In this regard, the Committee retained Meridian to periodically advise it on executive compensation matters and to provide compensation recommendations regarding our executive officers. In selecting Meridian, the Committee assessed Meridian’s independence, including the potential for conflicts of interests as required by NYSE listing requirements, and concluded that Meridian was independent and free from potential conflicts of interest. The Committee and the Company periodically discuss compensation issues and solicit compensation advice and data from Meridian. During 2023, Meridian provided the Human Capital and Compensation Committee with market data to assist with establishing compensation for our CEO. It also provided strategic consulting services with respect to compensation programs as well as other topics requested by the Committee. The Committee periodically reviews benchmarking studies and external market data from peer companies, and this data is among many of the variables considered by the Committee when making compensation decisions. Although management, our compensation consultant, and other invitees at Committee meetings may participate in discussions and provide input, final decisions on compensation for our named executive officers are solely the responsibility of the Committee.

  19. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters We use employment agreements and offer letters to attract and/or retain certain executive officers. We primarily serve the housing and repair and remodeling industries, which are historically cyclical industries, and these agreements have assisted us in attracting and retaining top executive talent by providing some degree of certainty in light of these major industry cycles. In addition, the Committee believes these agreements and offer letters have been useful in securing executive talent for the long-term benefit of the Company and our stockholders. The Committee, with assistance from our human resources department and legal counsel, establishes and negotiates the terms of our executive employment arrangements, which may take the form of an executive employment agreement or an offer letter. Our executive employment arrangements (or separate restrictive covenant agreement, as applicable) typically include confidentiality, non-competition, and non-solicitation provisions, all for the benefit of the Company. Consistent with our compensation philosophy, the employment agreements and offer letters provide for a significant component of each executive’s annual compensation to be variable, with cash bonuses under our STIP being paid based on Company performance against pre-established financial or operational goals. Additionally, the value upon vesting of equity compensation under the LTIP is determined by our common stock price, so our executives’ interests are aligned with those of our stockholders.

  20. Agreements with Mr. Gibson

    Agreements with Mr. Gibson Effective April 15, 2021, we entered into an employment agreement with Mr. Dwight Gibson, our former President and Chief Executive Officer, which was amended on June 24, 2021, to make certain technical corrections. Under the employment agreement, Mr. Gibson was entitled to receive an annual base salary of $725,000 and to participate in the Company’s STIP with an annual target cash bonus opportunity of 100% of his base salary. Under the employment agreement, Mr. Gibson’s annual cash bonus for 2021 was pro-rated to equal seven-twelfths (7/12) of the actual 2021 bonus performance, with a minimum bonus of $536,000. In part, Mr. Gibson also received a sign-on equity awards of restricted stock units covering (i) 43,290 shares of the Company’s common stock, which vested on June 7, 2022, and (ii) 43,290 time-based restricted stock units which would vest in equal annual installments over a three-year period commencing on June 7, 2021, in each case, subject to his continued employment on the date of vesting. The offer letter also provided that Mr. Gibson was eligible to participate in all benefit programs for which senior executives generally are eligible, including insurance, vacation and other benefits. Under the employment agreement, if Mr. Gibson’s employment was terminated without cause or he resigned for good reason not in connection with a change in control of the Company (as described below), he was entitled to receive a lump sum payment equal to two times his annual base salary in effect immediately prior to the termination, payment of any earned but unpaid annual bonus for the fiscal year prior to the year in which the termination occurs, and continued coverage at active employee rates for one year after termination under the Company’s medical and dental plans (or reimbursement of Mr. Gibson’s cost of such coverage). In addition, for termination without cause or resignation for good reason, all of Mr. Gibson’s unvested time-vested restricted stock unit awards would automatically vest and all of his unvested performance-based restricted stock unit awards would remain outstanding and vest in accordance with their terms and the actual achievement of the applicable performance requirements. Under the employment agreement, if Mr. Gibson’s employment was terminated without cause or he resigned for good reason in connection with, six months prior to, or within 24 months after a change in control of the Company, then he would be entitled to the benefits described in the above paragraph, except that he would be entitled to a lump sum payment equal to three times his annual base salary instead of two times his base salary and to continued medical and dental coverage at active employee rates for 18 months instead of one year (or reimbursement of Mr. Gibson’s cost of such coverage). As a condition to receiving the severance payments described above, Mr. Gibson was required to sign a release of claims against the Company and to comply with the restrictive covenants in his employment agreement, including covenants prohibiting him from disclosing confidential information, soliciting employees, customers, or vendors, or competing with the Company. Separation and Release Agreement On March 21, 2023, Mr. Dwight Gibson departed from his role as our President and Chief Executive Officer and stepped down as a member of our Board. In connection with his departure, we entered into a Separation and Release Agreement with Mr. Gibson. Mr. Gibson’s departure qualified as a termination without cause, and this separation and release agreement conformed to the non-change in control severance benefits and post-termination obligations under his employment agreement described above and included a customary release of claims.

  21. COMPENSATION OF EXECUTIVE OFFICERS 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Shyam K Reddy, President and Chief Executive Officer(2) | 2023 | 725,760 | — | 3,380,390 | 785,292 | 17,077 | 4,908,519 | | | 2022 | 501,985 | — | 1,510,944 | 560,831 | 6,980 | 2,580,740 | | | 2021 | 482,384 | — | 396,183 | 784,176 | 7,126 | 1,669,869 | | Andrew Wamser, Chief Financial Officer, Senior Vice President(3) | 2023 | 254,329 | — | 1,718,743 | 238,209 | 3,686 | 2,214,967 | | Tricia Kinney, General Counsel and Corporate Secretary(4) | 2023 | 155,491 | 140,960 | 360,155 | 118,792 | 5,078 | 780,476 | | Dwight Gibson, President and Chief Executive Officer(5) | 2023 | 218,341 | — | — | 1,071,050 | 1,559,441 | 2,848,832 | | | 2022 | 759,615 | — | 2,044,386 | 1,071,050 | 25,890 | 3,900,941 | | | 2021 | 390,385 | 200,000 | 3,849,347 | 836,538 | 7,594 | 5,283,864 | | Kelly C. Janzen, Chief Financial Officer, Treasurer, Senior Vice President(6) | 2023 | 383,048 | — | 1,285,264 | 293,706 | 8,485 | 1,970,503 | | | 2022 | 517,308 | — | 536,618 | 580,440 | 7,019 | 1,641,385 | | | 2021 | 492,308 | — | 404,186 | 800,000 | 7,394 | 1,703,888 | | Kevin A. Henry, Chief People Officer(7) | 2023 | 259,649 | — | — | — | 6,770 | 266,419 | | | 2022 | 426,038 | 200,000 | 1,422,062 | 495,819 | 4,735 | 2,548,654 |

  22. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023 The Committee granted annual cash bonus awards under our STIP and time-based and performance-based restricted stock unit awards under our LTIP to our named executive officers during fiscal 2023. Set forth below is information regarding awards granted in fiscal 2023.

  23. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023

    | | | (a) | (a) | (a) | | | | | | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards # | Grant Date Fair Value of Stock and Option Awards $ | | | | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | Shyam Reddy | | | | | | | | | | | STIP | | 387,500 | 775,000 | 1,550,000 | | | | | | | PRSUs | 6/7/2023 | | | | 4,870 | 16,234 | 32,468 | | 1,515,769 | | RSUs | 1/2/2023 | | | | | | | 4745 | 348,852 | | RSUs | 6/7/2023 | | | | | | | 16234 | 1,515,769 | | Andrew Wamser | | | | | | | | | | | STIP | | 230,000 | 460,000 | 920,000 | | | | | | | PRSUs | 7/17/2023 | | | | 1,144 | 3,813 | 7,626 | | 359,375 | | RSUs | 7/17/2023 | | | | | | | 14423 | 1,359,368 | | Tricia Kinney | | | | | | | | | | | STIP | | 125,125 | 250,250 | 500,500 | | | | | | | PRSUs | 8/29/2023 | | | | 612 | 2,041 | 4,082 | | 180,077 | | RSUs | 8/29/2023 | | | | | | | 2041 | 180,077 | | Dwight Gibson | | | | | | | | | | | STIP | | 362,500 | 725,000 | 1,450,000 | | | | | | | Kelly Janzen | | | | | | | | | | | STIP | | 190,000 | 380,000 | 760,000 | | | | | | | PRSUs | | | | | 1,343 | 4,475 | 8,950 | | 417,831 | | RSUs | | | | | | | | 4474 | 417,737 | | Kevin A. Henry | | | | | | | | | | | STIP | | 212,000 | 424,000 | 848,000 | | | | | |

  24. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2023

    (1) Represents the threshold, target and maximum amounts that the named executive officers could have earned with respect to fiscal 2023 under our STIP based on performance against pre-determined goals set by the Committee for Adjusted EBITDA and ROWC, measured on a Company-wide basis. The amounts actually earned are included in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. Each named executive officer’s target payment is expressed as a percentage of such officer’s annual base salary. For fiscal 2023, the target percentage was 100% for Mr. Reddy and Mr. Gibson, 80% for Mr. Wamser, 65% for Ms. Kinney, and 80% for Ms. Janzen and Mr. Henry. See “Annual Bonuses” beginning on page 22 for additional details. (2) Represents the threshold, target and maximum payouts under performance-based restricted stock units granted to our named executive officers in fiscal 2023 under our LTIP. See “Long-Term Equity Incentive Plan” beginning on page 24 for additional details. (3) Represents the time-based restricted stock units granted to our named executive officers in fiscal 2023 under our LTIP. See “Long-Term Equity Incentive Plan” beginning on page 26 for additional details. (4) Represents the aggregate grant date fair value of awards calculated in accordance with FASB ASC Topic 718. Mr. Reddy’s grant date share price was $93.37 on June 6, 2023, and $73.52 on January 2, 2023, Ms. Kinney’s was $88.23, and Mr. Wamser was $94.25. These amounts do not correspond to the actual value that will be recognized as income by each of the named executive officers when received. Mr. Reddy’s 2023 LTIP awards were modified in conjunction with his transition agreement and employment agreement, which are described under the heading “Employment Agreements and Offer Letters — Agreements with Mr. Reddy”. The grant date fair value shown in the table above reflects the modified grant date fair value. Mr. Gibson resigned from the Company effective March 21, 2023, and Mr. Henry resigned from the Company effective June 2, 2023. Ms. Janzen was Senior Vice President, Chief Financial Officer and Treasurer through August 4, 2023, and remained employed by the Company until August 31, 2023. She entered into a transition agreement with the Company whereby the Company (i) paid Ms. Janzen two-thirds of her target 2023 STIP award and (ii) immediately vested 3,030 remaining unvested time-based restricted stock units that were granted in fiscal 2021 and scheduled to vest in fiscal year 2024 and 2,677 remaining unvested time-based restricted stock units that were granted in fiscal 2022 and scheduled to vest in fiscal years 2024 and 2025 per the terms of her transition agreement with the Company, resulting in $449,696 of grants modification expense in fiscal 2023 as calculated per ASC 718. Ms. Janzen forfeited all of her fiscal 2023 RSUs and PRSUs.

  25. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth certain information with respect to unexercised and/or unvested equity awards held on December 30, 2023, by each of our named executive officers.

  26. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | Option/SAR Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Option Exercisable | Number of Securities Underlying Unexercised Option Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(3) | | Shyam K. Reddy(4) | — | — | — | — | 16,234 | 1,839,475 | 20,114 | 2,279,117 | | Andrew Wamser(5) | — | — | — | — | 14,423 | 1,634,270 | 3,813 | 432,051 | | Tricia Kinney(6) | — | — | — | — | 2,041 | 231,266 | 2,041 | 231,266 | | Dwight Gibson(7) | — | — | — | — | — | — | 15,300 | 1,733,643 |

  27. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) The awards are generally subject to the executive’s continued service with the Company through the applicable vesting dates. See “Payments Upon Certain Events of Termination or Change in Control” and “Employment Agreements and Offer Letters” for information regarding any accelerated vesting in connection with these awards. (2) The market value of these awards was computed based on the closing price of our common stock on the NYSE on December 29, 2023, of $113.31. (3) Consists of performance-based restricted stock units (RSUs) granted on June 7, 2023 (or within 30 days of their hire dates for Mr. Wamser and Ms. Kinney). The 2022 and 2023 performance-based RSUs vest on the date the Committee determines that the Company has achieved a target three-year cumulative Adjusted EBITDA. See “Payments Upon Certain Events of Termination or Change in Control” and “Employment Agreements and Offer Letters” for information regarding any accelerated vesting in connection with these awards. (4) Mr. Reddy’s award opportunities as of December 30, 2023, consist of 16,234 time-based restricted stock units that vest in three equal annual installments beginning on June 7, 2024. Mr. Reddy’s award opportunity also included 20,114 performance-based RSUs from 2022 and 2023 that vest according to the formula stated above. (5) Mr. Wamser’s award opportunities as of December 30, 2023, consist of 14,423 time-based RSUs granted pursuant to his employment agreement on July 17, 2023. All of these time-based RSUs vest in three equal annual installments commencing on July 17, 2024. Mr. Wamser’s award opportunities also consist of 3,813 performance-based RSUs that vest according to the formula stated above. (6) Ms. Kinney’s award opportunities as of December 30, 2023, consist of 2,041 time-based RSU’s granted pursuant to her offer letter that vest in three equal annual installments commencing on August 29, 2024. Ms. Kinney’s award opportunities also consist of 2,041 performance-based RSUs that vest according to the above stated formula. Mr. Gibson’s employment was terminated without cause effective March 21, 2023. His award opportunities as of December 30, 2023, consist of 15,300 unvested performance-based RSUs pursuant to the terms of his separation and release agreement. See “Employment Agreements and Offer Letters — Agreements with Mr. Gibson” for more information.

  28. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2023

    OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2023 The following table provides information for the named executive officers regarding (i) Company stock option exercises during 2023, including the number of shares acquired upon exercise and the value realized and (ii) the number of shares acquired upon the vesting of Company stock awards, each before payment of any applicable withholding tax.

  29. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2023

    | | Option Awards | | Stock Awards | | | Name | Number of shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Shyam K. Reddy | — | — | 4,745 | 383,741 | | Andrew Wamser | — | — | — | — | | Tricia Kinney | — | — | — | — | | Dwight Gibson | — | — | 44,160 | 3,000,230 | | Kelly C. Janzen | — | — | 32,036 | 2,953,996 | | Kevin A Henry | — | — | 3,333 | 253,341 |

  30. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL YEAR 2023

    (1) Market value of these awards was computed based on the closing price of our common stock on the NYSE on the applicable vesting date.

  31. PAYMENTS UPON CERTAIN EVENTS OF TERMINATION OR CHANGE IN CONTROL

    PAYMENTS UPON CERTAIN EVENTS OF TERMINATION OR CHANGE IN CONTROL As described above under “Compensation Discussion and Analysis — Employment Agreements and Offer Letters,” our named executive officers are entitled to receive payments and accelerated vesting of certain equity awards in connection with the termination of their employment by the Company in certain circumstances, including in the event of a change in control of the Company. The award agreements evidencing the time-based restricted stock units granted to our named executive officers (“Award Agreements”) also provide for accelerated vesting in connection with the termination of their employment in certain circumstances. The tables that follow below describe these payments and the treatment of these awards under various circumstances as if they had occurred on and as of December 30, 2023.

  32. CEO PAY RATIO

    CEO PAY RATIO Pursuant to SEC rules adopted in accordance with the Dodd Frank Wall Street Reform and Consumer Protection Act, the Company is required to disclose the ratio of its median employee’s annual total compensation for fiscal 2023, to the annual total compensation of its principal executive officer for fiscal 2023. The Company’s principal executive officer as of the end of fiscal 2023 was Shyam Reddy, who was serving as the Company’s President and Chief Executive Officer. Mr. Reddy had 2023 annual total compensation of $4,906,188 and Mr. Gibson had 2023 annual total compensation of $2,848,832 as reflected in the Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for fiscal 2023 (excluding Mr. Reddy and Mr. Gibson) was $66,077. As a result, we estimate that Mr. Reddy and Mr. Gibson’s 2023 annual total compensation were approximately 74 and 43 times, respectively, that of our median employee. In determining the median employee, a listing was prepared of all employees as of December 30, 2023 (excluding Mr. Reddy). This list included approximately 2,033 employees, most of whom work on a full-time basis. Total cash compensation paid from January 1, 2023, to December 30, 2023 was gathered for each employee. We calculated the median employee’s 2023 compensation as it would appear in the Summary Compensation Table and compared that amount to Mr. Reddy’s 2023 compensation as it appears in the Summary Compensation Table. The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with the applicable SEC disclosure rules. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

  33. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The table set forth below reports, for the past four fiscal years, (i) the compensation of our Principal Executive Officer (PEO), and the average compensation of our other named executive officers (our Non- PEO NEOs), (ii) the “compensation actually paid” to our PEO, and the average of the “compensation actually paid” to our Non-PEO NEOs, each as calculated pursuant to SEC rules, and (iii) certain performance measures required by SEC rules. The table reflects compensation amounts for 3 PEOs: the “3rd PEO”, Mitchell B. Lewis, retired as our President and Chief Executive Officer, effective June 7, 2021; the “2nd PEO”, Dwight Gibson, resigned as our President and Chief Executive Officer, effective March 21, 2023; and the “1st PEO”, Shyam Reddy, was appointed as our President and Chief Executive Officer on March 21, 2023.

  34. PAY VERSUS PERFORMANCE

    | Year | Summary Comp. Table Total for 1st PEO ($)(1) | Summary Comp. Table Total for 2nd PEO ($)(1) | Summary Comp. Table Total for 3rd PEO ($)(1) | Comp. Actually Paid to 1st PEO ($)(2)(5) | Comp. Actually Paid to 2nd PEO ($)(2)(5) | Comp. Actual Paid to 3rd PEO ($)(2)(5) | Average Summary Comp. Table Total for Non-PEO NEOs ($)(3) | Average Comp. Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (000’s) ($)(8) | Adj. EBITDA (000’s) ($)(9) | | | | | | | | | | | BX CTSR ($)(6) | Peer Group TSR ($)(7) | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 4,908,519 | 2,848,832 | — | 5,754,555 | 3,354,504 | — | 1,308,091 | 715,233 | 861.67 | 209.27 | 48,536 | 182,804 | | 2022 | — | 3,900,941 | — | — | 4,489,375 | — | 2,256,926 | 2,168,285 | 540.76 | 131.98 | 296,176 | 477,742 | | 2021 | — | 5,283,864 | 2,099,958 | — | 9,725,418 | 7,081,834 | 1,686,879 | 6,330,760 | 728.21 | 187.59 | 296,133 | 464,071 | | 2020 | — | — | 3,339,487 | — | — | 5,688,095 | 1,323,705 | 2,048,467 | 222.51 | 126.06 | 80,882 | 170,394 |

  35. PAY VERSUS PERFORMANCE

    (1) Reflects compensation amounts reported in the Summary Compensation Table for each PEO. (2) Reflects “compensation actually paid” to Messrs. Lewis, Gibson and Reddy, respectively, calculated in accordance with SEC rules, which does not reflect compensation actually earned, realized or received by Messrs. Lewis, Gibson or Reddy. (3) Reflects the average of the compensation amounts reported in the Summary Compensation Table for our non-PEO NEOs for the respective years shown. The following non-PEO NEOs are included in the average figures shown:

  36. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The following graphs illustrate the relationship between the pay and performance figures that are included in the pay-versus-performance tabular disclosure above. The first graph below illustrates the relationship between our total shareholder return, the total shareholder return of the S&P 600 Building Products Index, and “compensation actually paid” to our NEOs for each applicable fiscal year. The second graph below illustrates the relationship between our net income and “compensation actually paid” to our NEOs for each applicable fiscal year. The third graph below illustrates the relationship between our Adjusted EBITDA and “compensation actually paid” to our NEOs for each applicable year. As noted, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable fiscal years. Net income for fiscal year 2023 was reduced by a one-time charge of $34.9 million, including income tax expense, related to the settlement of our legacy defined benefit pension plan through the purchase of an insurance annuity contract that transfers responsibility for the pension obligations to the annuity.

  37. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023 The following table sets forth the compensation for each person who was a member of our Board for fiscal 2023, other than Mr. Reddy and Mr. Gibson, who each served as the President and Chief Executive Officer of the Company during a portion of fiscal 2023 and whose compensation is reported above in the 2023 Summary Compensation Table.

  38. DIRECTOR COMPENSATION FOR 2023

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Anuj Dhanda(4) | 55,603 | 135,027 | — | 190,630 | | Dominic DiNapoli | 105,000 | 135,027 | — | 240,027 | | Kim S. Fennebresque | 140,000 | 224,987 | — | 364,987 | | Keith A. Haas | 90,000 | 135,027 | 13,702 | 238,729 | | Mitchell B. Lewis | 345,625 | 135,027 | 9,283 | 489,935 | | J. David Smith | 105,000 | 135,027 | — | 240,027 | | Carol B. Yancey | 120,000 | 135,027 | 9,283 | 264,310 | | Marietta Edmunds Zakas | 90,000 | 135,027 | — | 225,027 |

  39. DIRECTOR COMPENSATION FOR 2023

    (1) Our directors who are not employees of the Company receive an annual director’s retainer fee that consists of both a cash component and an equity component, as further described below. All directors, including those directors who are employed by the Company, are entitled to reimbursement for travel and out-of-pocket expenses in connection with their attendance at Board and committee meetings, and may, at the discretion of the Board, be entitled to additional fees for special or extraordinary services for or on behalf of our Board or Company. For fiscal 2023, the Board approved the following cash retainer arrangements: (i) each non-employee director other than our Chairman of the Board received an annual cash retainer of $90,000 for their services as a director of the Company during fiscal 2023 and (ii) our current Chairman of the Board, Mr. Fennebresque, received an annual cash retainer of $140,000 for his services as Chairman and a director of the Company during fiscal 2023. In addition, for fiscal 2023, the Chair of our Audit Committee received an additional annual cash retainer of $30,000, the Chair of our Human Capital and Compensation Committee received an additional annual cash retainer of $15,000, the Chair of our Nominating and Governance Committee received an additional annual cash retainer of $15,000, and the Chair of our Strategy and Innovation Committee received an additional prorated cash retainer of $5,625, in each case for their service as the Chair of such committee. In addition, Mr. Lewis was paid $250,000 for his special extraordinary efforts and service as Chair of the Strategy and Innovation Committee, upon such committee’s dissolution in fiscal year 2023. For fiscal 2023, each non-employee director also received an annual equity award in time-based restricted stock units. To encourage directors to have a meaningful ownership stake in the Company during their tenure on our Board, the outstanding restricted stock units vest one year from the grant date. Prior to 2021, when the units vested, the underlying stock was not delivered to the director until thirty days after the earlier of (i) such director’s retirement from the Board or (ii) ten years from the date of grant. However, given that directors are subject to stock ownership guidelines which require them to hold minimum amounts of Company stock, the Nominating and Governance Committee determined that beginning in 2021 restricted stock unit grants to non-employee directors will both vest and settle in shares of Company stock one year from the grant date. For fiscal 2023, each non-employee director received approximately $135,000 in time-based restricted stock units, and Mr. Fennebresque received approximately $225,000 in time-based restricted stock units for his service as Chairman of the Board. The amounts in this column were calculated based on the grant date fair value of our common stock, in accordance with FASB ASC Topic 718. These awards consisted of restricted stock units, granted on May 18, 2023, with a one-year vesting term. The grant date fair value may not be indicative of the ultimate value the director may receive under these grants. Directors Haas, Lewis and Yancey opted to be part of the Company’s health insurance benefits plan. The portion of the premiums paid by the Company are listed in “All Other Compensation.” (4) Mr. Dhanda joined the Board on May 18, 2023. Fees paid were prorated accordingly.