DEF 14A of Floor & Decor Holdings, Inc., Mar 24, 2025

DEF 14A of Floor & Decor Holdings, Inc.

Filed Mar 24, 2025 · FY20240001507079-25-000083

Open on EDGAR

  1. Board of Director Nominees

    Board of Director Nominees The following table provides summary information about each director nominee. Each director nominee is standing for election for a one-year term or until his or her successor is duly elected and qualified. All of the director nominees are current directors.

  2. Board of Director Nominees

    | Name | Age | Director Since | Principal Occupation | Committees | | Nada Aried | 54 | January 2025 | Executive Vice President and Chief Digital Technology Officer, Safelite AutoGlass | Audit Committee | | Norman Axelrod | 72 | November 2010 | Former Chief Executive Officer, Linens ‘n Things, Inc. | Compensation Committee | | William Giles | 65 | April 2021 | Former Chief Financial Officer, AutoZone, Inc. | Audit Committee | | Dwight James | 51 | September 2021 | Senior Vice President, Delta Air Lines, Inc. and Chief Executive Officer, Delta Vacations | Nominating and Corporate Governance Committee | | Melissa Kersey | 50 | May 2023 | Executive Vice President and Chief Human Resources Officer, Tractor Supply Company | Compensation Committee | | Ryan Marshall | 50 | January 2021 | President and Chief Executive Officer, PulteGroup, Inc. | Compensation Committee | | Richard Sullivan | 68 | April 2017 | Executive Chairman and Chief Executive Officer, PGA TOUR Superstore | Audit Committee | | Thomas Taylor | 59 | December 2012 | Chief Executive Officer, Floor & Decor Holdings, Inc. | None | | Felicia Thornton | 61 | April 2017 | Former Interim Chief Executive Officer, 99 Cents Only Stores LLC | Nominating and Corporate Governance Committee | | George Vincent West | 70 | 2000 | Founder, Floor & Decor | None | | Charles Young | 56 | January 2021 | President and Chief Operating Officer, Invitation Homes Inc. | Nominating and Corporate Governance Committee |

  3. Atlanta, GA 30339

    Atlanta, GA 30339

  4. PROXY STATEMENT

    PROXY STATEMENT Floor & Decor Holdings, Inc., a Delaware corporation (the “Company,” “Floor & Decor,” “we,” “us” or “our”), has prepared this document in connection with the solicitation by the Board of Directors (the “Board”) of the Company of your proxy to vote upon certain matters at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). These proxy materials contain information regarding the Annual Meeting, to be held on May 7, 2025, beginning at 1:00 P.M. Eastern Time, by remote communication in a virtual format at: www.virtualshareholdermeeting.com/FND2025, and at any adjournment or postponement thereof. As permitted by the rules adopted by the Securities and Exchange Commission (the “SEC”), rather than mailing a full paper set of these proxy materials, we are mailing to many of our stockholders only a notice of internet availability of proxy materials (the “Notice”) containing instructions on how to access and review these proxy materials and authorize their respective proxy votes online. If you receive the Notice and would like to receive a paper copy of these proxy materials, you should follow the instructions for requesting such materials located at www.proxyvote.com. The approximate date that this proxy statement, the proxy card, and our 2024 Annual Report on Form 10-K (the “2024 Annual Report”) are first being sent or given to our stockholders is March 24, 2025. The information in this proxy statement is as of March 24, 2025, unless otherwise indicated.

  5. ELECTION OF 11 DIRECTORS (PROPOSAL 1)

    ELECTION OF 11 DIRECTORS (PROPOSAL 1)

  6. Board Structure and the Nominees

    Board Structure and the Nominees The Board is currently comprised of 11 directors: Nada Aried, Norman Axelrod, William Giles, Dwight James, Melissa Kersey, Ryan Marshall, Richard Sullivan, Thomas Taylor, Felicia Thornton, George Vincent West, and Charles Young. Peter Starrett, who joined the Board in November 2010, retired from the Board on February 28, 2025. We thank him for his many years of dedicated service to our Company. The terms of all directors will expire at the Annual Meeting. In connection with the Annual Meeting, the Board, upon the recommendation of the nominating and corporate governance committee of the Board (the “Nominating Committee”), has nominated each current director (in such capacity, a “Nominee”) for reelection as a director, each for a one-year term expiring at our 2026 annual meeting of stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal. Our directors have a balance of tenure and age, which provides our Board with an effective mix of experience and perspective, as shown in the charts and biographies below:

  7. Board Structure and the Nominees

    | Years of Service on Board | Number of Board Members | | | 0-4 | | Average Tenure: 7.8 Years | | 5-9 | | | | | | Average Age: 59.6 Years | | >9 | | |

  8. Board Structure and the Nominees

    In accordance with our Corporate Governance Guidelines, in an uncontested election of directors, any Nominee who receives a greater number of votes “withheld” from or “against” his or her election than votes “for” his or her election will, within five days following the certification of the stockholder vote, tender his or her written resignation to the chairman of the Board for consideration by the Nominating Committee. As used herein, an “uncontested election of directors” is an election in which the number of Nominees is not greater than the number of Board seats open for election. The Nominating Committee will then review the director’s continuation on the Board and recommend to the Board whether the Board should accept such tendered resignation. The Board, giving due consideration to the best interests of the Company and our stockholders, will then evaluate the relevant facts and circumstances in connection with such director’s resignation, and make a decision, within 90 days following the certification of the stockholder vote, on whether to accept the tendered resignation. The Board will then promptly disclose publicly its decision and, if applicable, the reasons for rejecting the tendered resignation.

  9. Board Skills and Experience and Demographic Matrix

    Board Skills and Experience and Demographic Matrix Set forth below is information concerning our directors, and the key experience, qualifications and skills they bring to the Board that led our Board to conclude that the nominee is qualified to serve on our Board, as well as an overview of our Board’s demographic makeup. Our Board collectively leverages the different backgrounds of our directors and their strengths and experiences in many areas, including those described below. While each director or nominee is generally knowledgeable in each of the areas listed below, a “✓” in the chart below indicates that the item is a specific qualification, skill or experience that the individual brings to our Board. The lack of a “✓” for a particular item does not mean that the individual does not possess the qualification, skill or experience.

  10. Board Skills and Experience and Demographic Matrix

    | | Nada Aried | Norman Axelrod | William Giles | Dwight James | Melissa Kersey | Ryan Marshall | Richard Sullivan | Thomas Taylor | Felicia Thornton | George Vincent West | Charles Young | | Years on Board | <1 | 14 | 4 | 3 | 2 | 4 | 8 | 12 | 8 | 25 | 4 | | Independent | ● | ● | ● | ● | ● | ● | ● | | ● | | ● | | Skills and Experience | | | | | | | | | | | | | Audit & Financial Expertise | | | • | ✓ | | ✓ | ✓ | | ✓ | ✓ | | | Corporate Strategy & Business Development | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Corporate Governance | ✓ | | | ✓ | ✓ | ✓ | | | ✓ | | ✓ | | Ethics/Social Responsibility Oversight | | | ✓ | | ✓ | ✓ | | | ✓ | | | | Consumer Goods | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | Retail Chains | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | CEO | | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Mergers & Acquisitions | ✓ | | ✓ | ✓ | | ✓ | | | ✓ | | ✓ | | Risk Oversight | ✓ | | ✓ | | | ✓ | | | ✓ | | | | Company Founder | | | | | | | | | | ✓ | | | Real Estate | ✓ | ✓ | ✓ | | | ✓ | | ✓ | ✓ | ✓ | ✓ | | Home Improvement | | | | ✓ | | | ✓ | ✓ | | ✓ | | | High Growth | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Digital/Omni-Channel | ✓ | | ✓ | ✓ | | | ✓ | | ✓ | | | | Human Capital/Compensation Oversight | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | International | ✓ | | ✓ | ✓ | ✓ | | | ✓ | ✓ | | | | Commercial or B-to-B | | | ✓ | | | ✓ | | ✓ | ✓ | ✓ | ✓ |

  11. Board Skills and Experience and Demographic Matrix

    | | Nada Aried | Norman Axelrod | William Giles | Dwight James | Melissa Kersey | Ryan Marshall | Richard Sullivan | Thomas Taylor | Felicia Thornton | George Vincent West | Charles Young | | Demographic Background | | | | | | | | | | | | | Age | 54 | 72 | 65 | 51 | 50 | 50 | 68 | 59 | 61 | 70 | 56 | | Gender | | | | | | | | | | | | | Male | | ● | ● | ● | | ● | ● | ● | | ● | ● | | Female | ● | | | | ● | | | | ● | | | | Race/Ethnicity | | | | | | | | | | | | | African American/Black | | | | ● | | | | | | | ● | | White/Caucasian | | ● | ● | | ● | ● | ● | ● | | ● | | | Hispanic/Latino | | | | | | | | | ● | | | | North African/Middle Eastern | ● | | | | | | | | | | | | Number of Public Company Boards* | 1 | 1 | 3 | 2 | 1 | 2 | 1 | 2 | 3 | 1 | 1 |

  12. Board Skills and Experience and Demographic Matrix

    * Includes Floor & Decor.

  13. The Nominees

    The Nominees

  14. Nada A. Aried

    Nada A. Aried Age: 54 Director since: January 2025 Committee: Audit Professional Experience. Ms. Aried has over 30 years of experience in specialty retail and services with leadership roles in technology, omni-channel, digital, supply chain and enterprise functions. She currently serves as the Executive Vice President and Chief Digital Technology Officer of Safelite AutoGlass, a leading provider of vehicle glass repair, replacement and recalibration services in the U.S., which she joined in October 2024. From October 2020 to September 2024, Ms. Aried served as Executive Vice President and Chief Information Officer of Bath & Body Works, Inc., a global leader in personal care and home fragrance, which was formerly part of L Brands, a global retailer for personal care and intimate apparel. In this role, Ms. Aried was responsible for all information technology activities and support, supported the technology enablement of Bath & Body Works’ loyalty program, and created a multi-year transformational digital and technology roadmap to support the customer experience. Ms. Aried began her career with L Brands companies in 1993, serving in a number of roles of increasing responsibility, including most recently Senior Vice President, Enterprise and Supply Chain Applications for L Brands from 2016 to 2020 and Vice President, Enterprise and Shared Services of L Brands from 2014 to 2016. Ms. Aried received a bachelor’s degree in finance from the University of Toledo, a bachelor’s degree in English literature from The Ohio State University, and an M.B.A. from Ohio University. Key Skills and Experience. Ms. Aried’s extensive experience with technology in the retail space provides the Board with valuable insight into enterprise digital strategies, cybersecurity, significant technological upgrades, and expansion of the Company’s connected customer online experience, which led to the conclusion that she should serve as a member of our Board.

  15. Norman H. Axelrod

    Norman H. Axelrod Age: 72 Director since: November 2010 Committee: Compensation (Chair until May 7, 2025) Professional Experience. Mr. Axelrod has served as Chairman of our Board since December 2011. Beginning in 1988, Mr. Axelrod served as Chief Executive Officer and a member of the board of directors of Linens ‘n Things, Inc., a retailer of home textiles, housewares and decorative home accessories, was appointed as Chairman of its board of directors in 1997, and served in such capacities until its acquisition in February 2006. Mr. Axelrod received a B.S. in Management and Marketing from Lehigh University and an M.B.A. from New York University. Other Directorships. Mr. Axelrod served on the board of directors of the parent entity of Smart & Final Stores, Inc., a warehouse-style food and supply retailer, until 2019 and of 99 Cents Only Stores LLC, a deep-discount retailer until 2024, serving as its Chairman of the board of directors from February 2018 through February 2023. He previously served on the boards of directors of the parent entities of Guitar Center, Inc., a musical instruments retailer, and The Neiman Marcus Group LLC, a luxury retailer; as the Chairman of the boards of directors of GNC Holdings, Inc., a specialty retailer of health and wellness products, National Bedding Company LLC, a mattress and bedding product manufacturer, and Simmons Company, a mattress and bedding product manufacturer; and as a member of the boards of directors of Jaclyn, Inc., a handbags and apparel company, Reebok International Ltd., a leading worldwide designer and marketer of sports, fitness and casual footwear, apparel and equipment, and Maidenform Brands, Inc., an intimate apparel retailer. Key Skills and Experience. Mr. Axelrod’s vast experience, including as a CEO and a member of the boards of directors of other retailers, led to the conclusion that he should serve as a member of our Board.

  16. William T. Giles

    William T. Giles Age: 65 Director since: April 2021 Committee: Audit (Chair) Professional Experience. Mr. Giles served as Chief Financial Officer and Executive Vice President – Finance, Information Technology and Store Development, Customer Satisfaction for AutoZone, Inc. (“AutoZone”) from 2007 to 2020. Mr. Giles joined AutoZone in 2006 as Chief Financial Officer and Executive Vice President – Finance. From 1991 to May 2006, Mr. Giles held several positions with Linens ‘n Things, Inc., a retailer of home textiles, housewares and decorative home accessories, most recently as the Executive Vice President and Chief Financial Officer. Prior to 1991, Mr. Giles was with Melville, Inc. and PricewaterhouseCoopers. Mr. Giles received a Bachelor of Science in Accounting and Management from Alfred University. Other Directorships. Mr. Giles currently serves on the board of directors for Brinker International (NYSE: EAT), Constellation Brands (NYSE: STZ), and Autism Speaks. Mr. Giles is also a member of the Alfred University Board of Trustees. Key Skills and Experience. Mr. Giles’ demonstrated financial proficiency and business leadership in the retail products industry, his skills as chief financial officer of a public company and his ability to provide the Board unique insights into the strategic, governance and financial issues facing public companies in the retail industry led to the conclusion that he should serve as a member of our Board.

  17. Dwight James

    Dwight James Age: 51 Director since: September 2021 Committee: Nominating and Corporate Governance Professional Experience. Mr. James is a Senior Vice President at Delta Air Lines (“Delta”), responsible for the company’s Customer Engagement & Loyalty, and serves as the CEO of Delta Vacations, a wholly owned global subsidiary of Delta. Since 2009, he has held several senior executive roles at Delta, which included leading pricing and revenue management, where he led the development and execution of the company’s global revenue generating strategies. Mr. James also led Delta’s international franchise where he was responsible for the company’s international revenue and profit performance. He also served as the company’s Chief Economist and lead Revenue Forecaster after beginning his career at Delta as an executive in the Corporate Strategy group. From August 2002 to September 2007, Mr. James held executive roles with The Home Depot, Inc. (“Home Depot”) in Strategy & Business Development and within the At Home Services division. From 1997 to 2002, Mr. James was a management consultant with Deloitte Consulting in the Mergers & Acquisitions and Corporate Restructuring practices. Mr. James earned his B.A. in Business Administration from Morehouse College and MBA from Duke University — The Fuqua School of Business. Other Directorships. Mr. James serves on the Advisory Board Council of Cool Girls, Inc. In addition to his community work, Mr. James serves on the board of directors of Wheels Up Experience, Inc. (NYSE: UP), a leading provider of on-demand private aviation in the U.S. Key Skills and Experience. Mr. James’ leadership experience, which has included overseeing digital strategies, customer loyalty and engagement, and strategic growth, led to the conclusion that he should serve as a member of our Board.

  18. Melissa Kersey

    Melissa Kersey Director since: May 2023 Committee: Compensation (Chair effective May 7, 2025) Professional Experience. Ms. Kersey is the Executive Vice President and Chief Human Resources Officer at Tractor Supply Company, the largest rural lifestyle retailer in the United States. In this role, she oversees all Human Resources strategies for the Company, including compensation and benefits, recruiting, talent management, leadership development, and training, along with the Company’s employee engagement and inclusion initiatives. Before joining Tractor Supply Company in June 2020, she served as Senior Vice President and Chief People Officer for McDonald’s USA from October 2017 to July 2020. She provided executive-level leadership to expand and build people capabilities, create and drive a high-performing culture and strengthen the business alignment of the human resources function. Before joining McDonald’s in 2017, Ms. Kersey held several executive-level roles with Walmart from 2008 to 2017, including Senior Vice President of Global HR Transformation and People Services, Senior Vice President and Chief HR Officer of US Stores, and Senior Vice President of Learning and HR Strategy. Before Walmart, Ms. Kersey spent eight years with Alltel and four years with Target Corporation in Operations, Distribution, Human Resources, and Technology roles. She holds a Bachelor of Science in Business with a communications minor from Emporia State University. Key Skills and Experience. Ms. Kersey’s experience in human capital management, including talent development, employee engagement, and inclusion initiatives, as well as her experience in high-growth retail, led to the conclusion that she should serve as a member of our Board.

  19. Ryan Marshall

    Ryan Marshall Age: 50 Director since: January 2021 Committee: Compensation Professional Experience. Mr. Marshall has served as the President and Chief Executive Officer of PulteGroup, Inc. (“Pulte”) since September 2016. Prior to becoming the Chief Executive Officer and President of Pulte, Mr. Marshall served as the President of Pulte since February 2016 and had the responsibility for Pulte’s homebuilding operations and its marketing and strategy departments. Prior to being named President, Mr. Marshall served as Pulte’s Executive Vice President of Homebuilding Operations. Other previous roles with Pulte included Area President for Pulte’s Southeast Area, Area President for Florida, Division President in both South Florida and Orlando, and Area Vice President of Finance. In those roles, he managed various financial and operating functions including financial reporting, land acquisition, and strategic market risk and opportunity analysis. Other Directorships. In addition to serving on the board of directors of Pulte (NYSE: PHM), Mr. Marshall serves as the 2025 Metro Atlanta Chamber of Commerce Board Chair and as the Chair of Leading Builders of America. Key Skills and Experience. Mr. Marshall’s strategic growth experience, financial expertise, experience with home construction and ability to contribute to our commercial business, and experience as a public company CEO led to the conclusion that he should serve as a member of our Board.

  20. Richard L. Sullivan

    Richard L. Sullivan Age: 68 Director since: April 2017 Committee: Audit Professional Experience. Mr. Sullivan has served as the Executive Chairman and Chief Executive Officer of the parent entity of the PGA TOUR Superstore, a nationwide specialty golf retailer, since September 2022. He served as the President and Chief Executive Officer of the parent entity of PGA TOUR Superstore from 2009 to 2022, and has been a director of such entity since 2014. Previously, Mr. Sullivan was the Chief Marketing Officer for Home Depot from 1992 to 2002. From 2002 to 2008, Mr. Sullivan served as the Executive Vice President and Chief Marketing Officer overseeing sales, marketing and other business-related functions for the Atlanta Falcons and team owner Arthur Blank. He received his B.S. in Accounting from Roger Williams University. Other Directorships. Mr. Sullivan serves as the Chairman of the board of directors of the National Golf Foundation and previously served as a member of its compensation committee. Key Skills and Experience. Mr. Sullivan’s business experience, including in home improvement and specialty retailers, led to the conclusion that he should serve as a member of our Board. Thomas V. Taylor, Jr. Age: 59 Director since: December 2012 Committee: None Professional Experience. Mr. Taylor has served as our Chief Executive Officer since December 2012. Prior to joining us, Mr. Taylor began his career at age 16 in 1983 at a Miami Home Depot store. He worked his way up through various manager, district manager, vice president, president, and senior vice president roles to eventually serve as the Executive Vice President of Operations with responsibility for all Home Depot stores and then the Executive Vice President of Merchandising and Marketing, again for all stores. After leaving Home Depot in 2006, for the next six years, Mr. Taylor was a Managing Director at Sun Capital Partners. During his tenure, he was a board member for over twenty portfolio companies in the United States and Europe. Other Directorships. Mr. Taylor currently serves on the board of directors of National Vision Holdings Inc. (NASDAQ: EYE), an optical retailer, and Cooper’s Hawk, a differentiated wine club and restaurant concept. Key Skills and Experience. Mr. Taylor’s significant experience as a board member and his expertise in the home improvement retail industry led to the conclusion that he should serve as a member of our Board.

  21. Felicia D. Thornton

    Felicia D. Thornton Age: 61 Director since: April 2017 Committee: Nominating and Corporate Governance (Chair) Professional Experience. Ms. Thornton served as Interim Chief Executive Officer from June 2019 to March 2020 and Chief Financial Officer and Treasurer from November 2015 to August 2018 for 99 Cents Only Stores LLC (“99 Cents Only”), a deep-discount retailer. Previously, Ms. Thornton served as Co-Chief Executive Officer, President and Chief Operating Officer for DeMoulas Super Market, Inc., a supermarket chain, from June 2014 to December 2014 and as the Chief Executive Officer of Knowledge Universe U.S., a private childhood education company, from 2006 to 2011. Ms. Thornton served as Chief Financial Officer and led overall strategy for Albertsons, a grocery and drugstore company, from 2001 to 2006. Ms. Thornton served in a variety of executive strategic and financial roles from 1992 to 2000 for Ralphs Grocery Company, Inc., a grocery store chain, and for Fred Meyer, a retail supermarket company, both of which eventually became part of The Kroger Company, a global retailer of grocery, multi-department, discount, convenience and jewelry stores, where Ms. Thornton served as Group Vice President responsible for retail operations. Ms. Thornton received a B.S. in Economics from Santa Clara University and an M.B.A. from the University of Southern California. Ms. Thornton has been a NACD Fellow since 2019 and has held a NACD Directorship Certification since 2024. She is also a member of the Latino Corporate Directors Association. Other Directorships. In February 2018, Ms. Thornton was appointed to the board of directors for 99 Cents Only, where she served as Chair of the board of directors from March 2023 to January 2025, and Chair of the audit committee from February 2021 to January 2025, and previously served as Vice Chair of the board of directors from February 2018 through February 2023 and Chair of the audit committee from November 2018 to April 2019. In September 2020, Ms. Thornton was appointed to the board of directors and audit committee of Pactiv Evergreen Inc. (NASDAQ: PTVE), a food and beverage packaging company. Ms. Thornton served on the board of directors and audit committee of Ares Acquisition Corp., a special purpose acquisition company, from February 2021 to December 2023. In April 2023, Ms. Thornton was appointed to the board of directors and Chair of the audit committee of Ares Acquisition Corporation II (NYSE: AACT), a special purpose acquisition company. Ms. Thornton has also served as a member of the boards of directors of other public and private companies, including Nordstrom, Inc., a luxury retailer, from November 2010 to May 2012. Key Skills and Experience. Ms. Thornton’s extensive executive experience in corporate governance and retail, particularly in large high-growth multi-unit retailers, led to the conclusion that she should serve as a member of our Board.

  22. George Vincent West

    George Vincent West Director since: 2000 Committee: None Professional Experience. Mr. West founded the Company in 2000 and served as our Chief Executive Officer from 2000 to 2002, our Co-Chief Executive Officer from 2008 to 2010, and our Chief Executive Officer from 2010 through 2012. Currently, Mr. West serves as the Vice Chairman of our Board, a position that he has held since December 2012. Mr. West began his business career starting a successful retail glassware business in Atlanta. He was eventually recruited to work for his family building materials business, West Building Materials, which operated in five southeastern states, and eventually became its President. Mr. West also developed and sold a multistate billboard company and has developed several real estate projects across the state of Georgia, the most recent being Utana Bluffs, a boutique mountain home community in the north Georgia mountains. Mr. West’s most recent venture is Mountain & Marsh Hospitality Group, which offers accommodations in the north Georgia mountains and the Georgia coast. Mr. West graduated from the Terry College of Business at the University of Georgia in 1977. Other Directorships. Mr. West currently serves as Vice Chair of the Board of Trustees of the Telfair Art Museum and on the Board of Governors for Bethesda Academy in Savannah, Georgia. He previously served as Chair of the Lamar Dodd School of Art Board of Visitors, on the Board of Directors of The Savannah Music Festival, as a member of the Executive Advisory Council for the Emory Brain Health Center, and as a member of the University of Georgia Terry School of Business Entrepreneurship Advisory Board. Key Skills and Experience. Mr. West’s experience and intimate knowledge of the Company led to the conclusion that he should serve as a member of our Board.

  23. Charles Young

    Charles Young Age: 56 Director since: January 2021 Committee: Nominating and Corporate Governance Professional Experience. Mr. Young was promoted to President and Chief Operating Officer of Invitation Homes in 2023, after having served as Executive Vice President and Chief Operating Officer from 2017 to 2023. From 2015 until Invitation Homes completed its merger with Starwood Waypoint Homes (“SWH”), Mr. Young served in a number of senior roles with SWH and its predecessor. Earlier in his career, Mr. Young worked for Goldman, Sachs & Co. in its Real Estate Principal Investment Area (Whitehall) and Goldman’s Investment Banking Division, in mergers and acquisitions. He also has prior experience in real estate development and management consulting. Before starting his career in real estate and investment banking, Mr. Young spent several years as a professional football player in the National Football League and the World League of American Football. He received his B.A. in Economics from Stanford University and an M.B.A. from Stanford’s Graduate School of Business. Other Directorships. Mr. Young is a member of the Stanford University Board of Trustees and of the board of directors of the Federal Home Loan Bank of Chicago. He was also a founding member of the LEARN Charter School Network. Key Skills and Experience. Mr. Young’s operating experience, including in a high-growth public company, his experience in mergers and acquisitions, and his real estate expertise led to the conclusion that he should serve as a member of our Board.

  24. Charles Young

    | The Board unanimously recommends that stockholders vote FOR the election of the 11 nominees as directors. |

  25. Compensation Philosophy and Objectives

    | Core Principles | | | Simplicity and Transparency | Base salary, incentive compensation and equity awards should be easy for executives and our stockholders to understand. | | Linked to our Strategy | Our pay design should create a direct bridge to our strategy, and clearly reflect our key short- and long-term business objectives. | | Attractive Compensation for Top Talent | Pay levels and design should be compelling enough to attract the best talent we can to support the successful execution of our strategies. | | Pay for Performance | The majority of compensation should be subject to achievement of financial performance levels that align with the strategic and financial priorities set by the Board. | | Appropriate Risk Orientation | Our compensation programs are designed in a manner that is intended to provide for performance-based compensation that is both challenging and achievable, and that does not encourage excessive or unnecessary risk-taking. In general, the more senior a role, the more the total mix of that role’s compensation should be “at risk.” |

  26. Compensation Philosophy and Objectives

    While the Compensation Committee considers competitive compensation data to generally inform decisions relating to NEO compensation, it does not benchmark NEO compensation to any particular level of our compensation peer group or the market generally. The following table summarizes the material elements of our executive compensation program that we believe drive a balanced structure and embody governance best practices:

  27. Compensation Philosophy and Objectives

    | What We Do | What We Don’t Do | | ✓ Pay-for-Performance: Majority of target fiscal year pay is performance-based and not guaranteed ✓ Annual Compensation Risk Review: Our Compensation Committee annually assesses risk in compensation programs associated with regulatory, stockholder and market changes ✓ Share Ownership Guidelines: We maintain meaningful share ownership guidelines ✓ Annual Assessment of Compensation Program: Our Compensation Committee annually assesses the design and alignment of our incentive plans in relation to performance goals, business strategy, organizational priorities and stockholder interests ✓ Maximum Payouts: We limit both short-term and long-term incentive payouts as a percentage of target awards ✓ Clawback Policies: We maintain robust clawback policies that cover cash and non-cash incentive compensation (including compensation subject to time-based vesting only) that is received by our NEOs during the applicable covered period | X No Excise Tax Gross-ups: The Company does not provide any excise tax gross-up payments in connection with a change in control X No Tax Gross-ups for Perquisites: The Company does not provide tax gross-ups to NEOs for the perquisites we provide X No Hedging or Pledging: NEOs are prohibited from engaging in hedging transactions, pledging Company stock as collateral, and similar arrangements with respect to the Company’s securities X No Problematic Option Practices: The Company does not have a practice of granting discounted stock options, extending the original option term, or repricing or exchanging underwater options |

  28. Elements of Our Executive Compensation Program

    | | REWARD ELEMENT | FORM | PURPOSE | | | Base Salary | Cash | Provides a fixed level of competitive base pay to help us attract and retain successful executive talent | | Fixed | | | | | | Annual Cash Incentive Bonus | Cash | Rewards executives for achievement of key financial metrics for the fiscal year | | Variable | | | | | | Stock Incentive Plan | Performance Stock Units Restricted Stock Units | Rewards and incentivizes performance, retention and creation of long-term stockholder value and achievement of key operating metrics over a longer-term period |

  29. Elements of Our Executive Compensation Program

    Allocation of Compensation. We do not have formal policies relating to the allocation of total compensation among the various elements of our compensation program. On a prospective basis, we evaluate the mix of base salary, short-term incentive compensation and long-term incentive compensation to appropriately align the interests of our NEOs with those of our stockholders. We generally allocate compensation between short-term and long-term components and between cash and equity in a manner that we believe will maximize executive performance and retention. The variable pay elements (annual cash incentive and long-term incentive equity awards) comprise an increasingly larger proportion of total compensation of our senior executives as position level increases. This is consistent with our belief that these at-risk elements of compensation more closely align management’s interests with our financial performance and with our employees’ and stockholders’ interests. For Fiscal 2024, approximately 86.2% of our current Chief Executive Officer’s target compensation, and approximately 74.6% on average for our other NEOs, was at risk and contingent upon the achievement of corporate performance objectives, service requirements and/or share price performance. The percentage of compensation at risk for Fiscal 2024 is lower than the percentage for Fiscal 2023 as reported in the proxy materials for the 2024 annual meeting of stockholders due to the fact that Fiscal 2023 amounts included special performance stock unit (“PSU”) awards granted in Fiscal 2023, and no such awards were granted in Fiscal 2024. The components of total target compensation for Fiscal 2024 were:

  30. Elements of Our Executive Compensation Program

    | Base Salary | Annual Cash Incentive | Restricted Stock Units | Performance Stock Units |

  31. Elements of Our Executive Compensation Program

    | Base Salary | Annual Cash Incentive | Restricted Stock Units | Performance Stock Units |

  32. Elements of Our Executive Compensation Program

    As discussed in more detail below, and as reflected in the Pay Versus Performance charts under “Executive Compensation—Compensation of Our Named Executive Officers—Pay Versus Performance,” the Compensation Committee noted certain circumstances where the pay actually received by the NEOs was significantly lower than target total compensation as approved by the Compensation Committee at the beginning of the respective fiscal year, due to the impact on Company performance of macroeconomic conditions outside of management’s control. This result led the Compensation Committee to consider and adopt changes to the structure of our annual cash incentive and PSU awards in Fiscal 2024, as described in greater detail below. Base Salary. Base salary provides a stable foundation for our compensation program. The base salaries of our NEOs are intended to reflect the position, duties and responsibilities of each executive and the market for base salaries of similarly situated executives at other companies of similar size and in similar industries. When reviewing each executive’s base salary, the Compensation Committee considers the level of responsibility and complexity of the executive’s role, individual performance in the prior year, and the salaries paid for the same or similar positions in the market. In February 2024, after review of benchmarking analysis against our peer group, taking into account increased job duties and responsibilities for Messrs. Langley, Christopherson and Sayman, and considering the factors listed above, the Compensation Committee and the Board, as applicable, approved the Fiscal 2024 base salaries of the NEOs as indicated in the table below, effective February 23, 2024.

  33. Elements of Our Executive Compensation Program

    Annual Cash Incentive Bonuses. Our NEOs are eligible to receive annual cash incentives under our annual performance bonus program for the applicable fiscal year. We consider annual cash incentive bonuses to be “at-risk” compensation. As “at-risk” compensation, we determine the size of the target incentive as a percentage of base compensation, proportionate to each NEO’s position and responsibilities. The annual incentives are intended to reward our NEOs for achieving net sales and EBIT objectives established by the Compensation Committee. EBIT, which we define as net income before interest and taxes, is a supplemental measure of financial performance that is not required by, or presented in accordance with, U.S. GAAP. In Fiscal 2023, we faced a very challenging macroeconomic environment, with conditions largely outside of the control of management. As a result, there was no payout under the 2023 Annual Performance Bonus Program, despite significant efforts by management and a bonus structure that the Compensation Committee had intended to be challenging but achievable. In considering the structure for the 2024 Annual Performance Bonus Program (the “2024 Bonus Program”), the Compensation Committee anticipated a similarly challenging and difficult to predict environment in Fiscal 2024. Following discussions with the Compensation Committee’s independent compensation consultant and management, the Compensation Committee modified the structure of the program for Fiscal 2024 to better allow it to set appropriate performance targets under our 2024 Bonus Program in light of shifting external variables, such that the 2024 Bonus Program could continue to serve its intended purpose of driving management to achieve broader financial and strategic goals. Under the 2024 Bonus Program, Fiscal 2024 was divided into two six-month performance periods. The threshold, target and maximum performance metrics for the first period, December 29, 2023 through June 27, 2024 (“First Half 2024”), were set by the Compensation Committee in March 2024, and the threshold, target and maximum performance metrics for the second period, June 28, 2024 through December 26, 2024 (“Second Half 2024”), were set by the Compensation Committee in July 2024. Performance was measured for each of the six-month periods, with a single payout occurring in March 2025 following Compensation Committee certification of the level of achievement against the metrics for the respective performance periods. For Fiscal 2025, we expect to return to a full-year performance period. Under the 2024 Bonus Program, our NEOs were eligible to receive an annual incentive with a target amount equal to a percentage of their respective annual base salary earned in the fiscal year, as follows:

  34. Elements of Our Executive Compensation Program

    | Name | Target for First Half 2024 as a % of Base Salary | Target for Second Half 2024 as a % of Base Salary | Total Target 2024 Bonus as a % of Base Salary | Total Target 2024 Bonus ($) | | Thomas V. Taylor | 62.5% | 62.5% | 125% | $1,325,000 | | Bryan H. Langley | 37.5% | 37.5% | 75% | $367,500 | | Trevor S. Lang | 50.0% | 50.0% | 100% | $625,000 | | David V. Christopherson | 37.5% | 37.5% | 75% | $405,000 | | Ersan Sayman | 37.5% | 37.5% | 75% | $322,500 |

  35. Elements of Our Executive Compensation Program

    The maximum annual cash incentive bonus payable pursuant to the 2024 Bonus Program was 200% of the NEO’s applicable target bonus. Annual incentives for our NEOs under the 2024 Bonus Program were calculated based on achievement of targeted net sales (20% weighting) and EBIT (80% weighting) for the applicable six-month performance period, as determined by the Compensation Committee. The performance metrics for the 2024 Bonus Program were set as follows:

  36. Elements of Our Executive Compensation Program

    | | | First Half 2024 | | | Second Half 2024 | | | | Performance Metric | Weighting (%) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | | Net Sales | 20% | $2,184.1 | $2,323.5 | $2,457.1 | $2,108.0 | $2,248.6 | $2,383.5 | | EBIT | 80% | $114.1 | $141.9 | $169.8 | $65.7 | $106.7 | $148.2 |

  37. Elements of Our Executive Compensation Program

    The goals were based on, and aligned with, the business outlook and financial plan for each of the first and second halves of Fiscal 2024, which contemplated our continued focus on store expansion and efforts to recover sales and control costs in the difficult macroeconomic environment. To the extent target performance fell between the levels specified above, the payout percentage was determined on an interpolated basis. During Fiscal 2024, the Company’s performance continued to be impacted by macroeconomic pressures outside the Company’s control. For First Half 2024, net sales and EBIT were both between threshold and target levels, for a blended payout percentage of 80.5% for the six-month period. For Second Half 2024, net sales were slightly below target, but due to strong expense control efforts, EBIT exceeded target, for a blended payout percentage of 119.3% for the second six-month period. The table below sets forth the detailed performance results for the 2024 Bonus Program.

  38. Elements of Our Executive Compensation Program

    | Name | Actual 2024 Bonus Payout ($)* | Full Year Payout as a % of Target | Full Year Payout as a % of Base Salary | | Thomas V. Taylor | $1,323,675 | 99.90% | 124.9% | | Bryan H. Langley | $354,165 | 99.90% | 74.9% | | Trevor S. Lang | $624,375 | 99.90% | 99.9% | | David V. Christopherson | $395,230 | 99.90% | 74.9% | | Ersan Sayman | $317,855 | 99.90% | 74.9% |

  39. Elements of Our Executive Compensation Program

    * Actual payout was calculated using the NEO’s actual base salary paid in Fiscal 2024 as set forth in the Summary Compensation Table. Equity Incentive Awards. We believe that regular equity-based long-term incentive awards align the interests of our NEOs with our stockholders and focus our NEOs on our long-term growth. We maintain the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan, as amended (the “2017 Plan”), pursuant to which we may grant incentive stock options, non-qualified stock options, restricted stock, other stock-based awards and performance-based cash awards to our employees, including the NEOs, which awards may be subject to such service-based, performance-based or other vesting factors or criteria as determined by the Compensation Committee in its discretion in accordance with the 2017 Plan. Equity Awards Process We typically grant equity incentive awards to our NEOs annually. The Compensation Committee generally approves the annual equity incentive awards at its meeting in February each year, with awards granted after the filing of our Annual Report for the prior fiscal year. In certain circumstances, the Compensation Committee may also approve grants to be effective at other times, including interim grants for new hires and promotions after the regular annual grant date. Employees may also enroll to purchase shares of our common stock under the terms of the Floor & Decor Holdings, Inc. Employee Stock Purchase Plan, as amended (the “ESPP”), with purchase dates generally in June and December of each year using payroll deductions accumulated during the prior six-month period. During Fiscal 2024, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity incentive awards. Fiscal 2024 Equity Awards In Fiscal 2024, the NEOs were granted half of their annual equity award in the form of service-based restricted stock units (“RSUs”) and half in the form of performance and service-based PSUs. The Compensation Committee believes that awarding a mix of RSUs and PSUs encourages our NEOs to create and sustain stockholder value over longer periods because their value is directly attributable to changes in the price of our common stock over time, and because their full value cannot be realized until vesting occurs, which generally requires continued employment for multiple years and/or achievement of performance goals. The Compensation Committee views RSUs as a form of long-term incentive that focuses our NEOs on long-term strategy execution and promotes NEO retention. In addition to the considerations applied to RSUs, the Compensation Committee views the long-term financial metrics applicable to the PSUs, which incorporate measures of both operating income and balance sheet return on investment performance, as valuable in better ensuring that our NEOs are appropriately incentivized to create long-term value for the Company and the Company’s stockholders and to effectively allocate capital toward investments that are intended to provide future growth for the Company’s stockholders. In determining the size of equity-based grants, the Compensation Committee considers, among other things, the number of shares available under the 2017 Plan, the potential dilutive impact of such grants on our stockholders, the individual’s position with the Company, and their performance over the past fiscal year. The number of RSUs and PSUs granted to our NEOs in Fiscal 2024, as well as their respective grant date fair values, is set forth in the Grants of Plan-Based Awards Table for Fiscal 2024 on page 33 of this proxy statement. The RSUs granted in Fiscal 2024 vest in three ratable annual installments on each of the first three anniversaries of the grant date, generally subject to the grantee’s continued employment as of each applicable vesting date. Prior to Fiscal 2024, the PSU awards granted to the NEOs required achievement of a minimum level of return on invested capital (“ROIC”), which, if not met, resulted in no vesting even if other performance metrics were achieved. In structuring the grant of the PSUs for Fiscal 2024, the Compensation Committee considered the fact that the targets set for these prior awards anticipated a much faster macroeconomic recovery than we have experienced, and, as such, the PSU awards granted in the fiscal year ended December 29, 2022 (“Fiscal 2022”) had not met the threshold requirements for vesting and the Fiscal 2023 PSU awards (including the similarly structured portion of the special PSU awards from Fiscal 2023) were not expected to meet the threshold requirements for vesting. For the NEOs, this resulted in 100% of the Fiscal 2022 PSUs, or 50% of their total Fiscal 2022 equity award, having no value, and a very high probability that 100% of the Fiscal 2023 PSUs, or 50% of the Fiscal 2023 annual equity award, as well as 45% of the Fiscal 2023 special PSU awards, would have no value. Following its assessment of the prior PSU awards, the Compensation Committee modified the structure of the performance metrics for the PSUs granted in Fiscal 2024 and set performance targets for the three-year performance period that it believed at the time were challenging but achievable given the difficult and uncertain macroeconomic environment. The Fiscal 2024 PSUs are subject to achievement of three-year average ROIC targets and Adjusted EBIT targets, as described in the following table. Vesting is weighted 20% for ROIC targets and 80% for Adjusted EBIT targets. Each metric is measured independently, and failure to meet one does not prevent vesting of the portion of the award subject to the other metric. To the extent target performance falls between the levels specified below, the vesting percentage will be determined on a straight-line interpolated basis. The percentage of the PSUs that becomes vested (if any) will be based on the Compensation Committee’s certification of the Company’s achievement with respect to the performance targets over the three-year performance period. We believe this design incentivizes our NEOs to drive earnings growth as well as efficiently allocate capital.

  40. Elements of Our Executive Compensation Program

    | | | Percent of PSUs Vested | | | | | Performance Metric | Weighting | 50% | 100% | 150% | 200% | | Three-Year Average ROIC | 20% | 9% | 10% | 12% | 14% | | Adjusted EBIT at end of Performance Period | 80% | $370.0 million | $440.0 million | $475.0 million | $510.0 million |

  41. Role of Executive Officers in Determining Executive and Director Compensation

    Role of Executive Officers in Determining Executive and Director Compensation As described above, during Fiscal 2024, the Compensation Committee and, as applicable, the Board made all decisions regarding the compensation of our executive officers and directors, after considering recommendations by Mr. Taylor (other than with respect to his own compensation). Our human resources department supported the Compensation Committee’s work, and in some cases acted under delegated authority to administer compensation programs.

  42. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has retained Korn Ferry as its consultant to provide advice on executive and director compensation practices. Korn Ferry’s support generally includes analysis related to the competitiveness of our executive and director compensation programs, periodic reviews of our compensation peer group, the presentation of compensation and governance trends to the Compensation Committee, and other mandates as directed by the Compensation Committee. In Fiscal 2024, we paid Korn Ferry $257,594, which consisted of approximately $148,000 for services related to executive and director compensation and $109,594 for services related to broad-based compensation, which represents less than 0.01% of Korn Ferry annual revenue. For a detailed discussion of the Compensation Committee’s review of Korn Ferry’s independence, see the discussion under the heading “Other Board and Corporate Governance Information—Board Committees—Compensation Committee” above.

  43. Peer Group Construction

    Peer Group Construction In making executive compensation determinations for Fiscal 2024, we relied on the experience of the members of our Compensation Committee, as well as the input of our Chief Executive Officer (other than with respect to his own compensation), who has many years of experience in our industry. Each year the Compensation Committee reviews the peer group from the prior year and, if necessary, makes changes to reflect companies with revenue size, growth rates and other characteristics that the Compensation Committee believes provide a more appropriate comparison. In Fiscal 2024, the Compensation Committee added Fastenal Company to the peer group. For Fiscal 2024, the Compensation Committee reviewed compensation data from the public filings for the following companies, which our Compensation Committee identified as our peer group for Fiscal 2024.

  44. Peer Group Construction

    | Beacon Roofing Supply, Inc. Deckers Outdoor Corporation Etsy, Inc. Fastenal Company Five Below, Inc. Lululemon Athletica Inc. Ollie’s Bargain Outlet Holdings, Inc. | Pool Corporation RH SiteOne Landscape Supply, Inc. Sleep Number Corporation Tempur Sealy International, Inc. Ulta Beauty, Inc. Williams-Sonoma, Inc. |

  45. Peer Group Construction

    While the Compensation Committee considered this data from time to time to generally inform decisions relating to NEO compensation, it did not seek to benchmark our NEO compensation to any particular level. The Compensation Committee expects to periodically evaluate competitive market data to include the most suitable peer group as well as other market data deemed relevant. The Compensation Committee also expects to periodically review and update this peer group and to utilize Korn Ferry for peer group analysis in determining and developing compensation packages for our NEOs.

  46. Summary Compensation Table

    Summary Compensation Table The following table contains information about the compensation paid to or earned by each of our NEOs during Fiscal 2024, Fiscal 2023, and Fiscal 2022.

  47. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(4) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($)(5) | Total ($) | | Thomas V. Taylor – Chief Executive Officer | 2024 | 1,060,000 | — | 5,300,060 | 1,323,675 | 737,337 | 8,421,072 | | | 2023 | 1,054,231 | — | 13,710,223 | 0 | 752,380 | 15,516,834 | | | 2022 | 1,025,385 | — | 3,605,000 | 1,007,880 | 644,049 | 6,282,314 | | Bryan H. Langley – Executive Vice President and Chief Financial Officer | 2024 | 472,692 | — | 750,094 | 354,165 | 5,605 | 1,582,556 | | | 2023 | 395,192 | — | 1,500,249 | 0 | 5,481 | 1,900,922 | | | 2022 | 302,039 | — | 871,720 | 116,373 | 5,700 | 1,295,832 | | Trevor S. Lang – Former President(1) | 2024 | 625,000 | — | 1,750,220 | 624,375 | 9,005 | 3,008,600 | | | 2023 | 615,385 | — | 8,800,086 | 0 | 8,667 | 9,424,138 | | | 2022 | 536,808 | — | 800,000 | 295,481 | 8,058 | 1,640,347 | | David V. Christopherson – Executive Vice President, Chief Administrative Officer and Chief Legal Officer(2) | 2024 | 527,500 | — | 1,100,092 | 395,230 | 6,032 | 2,028,854 | | | 2023 | 470,193 | — | 3,700,161 | 0 | 6,951 | 4,177,305 | | | 2022 | 442,308 | — | 600,000 | 226,074 | 6,307 | 1,274,689 | | Ersan Sayman – Executive Vice President, Merchandising(3) | 2024 | 424,231 | — | 800,194 | 317,855 | 966 | 1,543,246 |

  48. Summary Compensation Table

    _____________________ (1)Mr. Lang retired from the Company effective March 1, 2025. (2)Mr. Christopherson was promoted to Executive Vice President, Chief Administrative Officer and Chief Legal Officer on February 22, 2024; previously he served as Executive Vice President, General Counsel and Secretary. (3)Mr. Sayman was not an NEO prior to Fiscal 2024. (4)Amounts set forth in the Stock Awards column represent the aggregate grant date fair value of awards granted in Fiscal 2024 computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures. All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal 2024 contained in our 2024 Annual Report. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the NEOs. The amounts shown in the table with respect to PSUs granted in Fiscal 2024 reflect the fair value on the date of grant based on the probable outcome of the applicable performance goals, which was determined to be target level achievement. The grant date fair value of the PSUs granted in Fiscal 2024 assuming maximum achievement of the applicable performance goals is as follows: $5,300,061 for Mr. Taylor, $750,094 for Mr. Langley, $1,750,219 for Mr. Lang, $1,100,091 for Mr. Christopherson and $800,193 for Mr. Sayman. (5)Amounts in this column for Fiscal 2024 include: (i) 401(k) employer matching contributions for Messrs. Langley, Lang, and Christopherson, respectively; (ii) employer-paid group term life insurance premiums for Messrs. Taylor, Langley, Lang, Christopherson and Sayman, respectively; and (iii) incremental employer-incurred costs under the Company’s aircraft policy in respect of commuting and personal travel by Mr. Taylor and/or his guests in the amount of $735,014, of which $478,071 related to commuting-related costs and $256,943 related to personal travel costs.

  49. Grants of Plan-Based Awards Table for Fiscal 2024

    Grants of Plan-Based Awards Table for Fiscal 2024 The following table contains information about each grant of an award made to our NEOs under any incentive plan in Fiscal 2024:

  50. Grants of Plan-Based Awards Table for Fiscal 2024

    | Name | Type of Award | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Thomas V. Taylor | Annual Cash Incentive Bonus | 2/21/2024 | 2/21/2024 | — | 1,325,000 | 2,650,000 | — | — | — | — | — | | | RSU | 2/26/2024 | 2/21/2024 | — | — | — | — | — | — | 22,851 | 2,650,030 | | | PSU | 2/26/2024 | 2/21/2024 | — | — | — | 11,426 | 22,851 | 45,702 | — | 2,650,030 | | Bryan H. Langley | Annual Cash Incentive Bonus | 2/20/2024 | 2/20/2024 | — | 367,500 | 735,000 | — | — | — | — | — | | | RSU | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | 3,234 | 375,047 | | | PSU | 2/26/2024 | 2/20/2024 | — | — | — | 1,617 | 3,234 | 6,468 | — | 375,047 | | Trevor S. Lang | Annual Cash Incentive Bonus | 2/21/2024 | 2/21/2024 | — | 625,000 | 1,250,000 | — | — | — | — | — | | | RSU | 2/26/2024 | 2/21/2024 | — | — | — | — | — | — | 7,546 | 875,110 | | | PSU | 2/26/2024 | 2/21/2024 | — | — | — | 3,773 | 7,546 | 15,092 | — | 875,110 | | David V. Christopherson | Annual Cash Incentive Bonus | 2/20/2024 | 2/20/2024 | — | 405,000 | 810,000 | — | — | — | — | — | | | RSU | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | 4,743 | 550,046 | | | PSU | 2/26/2024 | 2/20/2024 | — | — | — | 2,372 | 4,743 | 9,486 | — | 550,046 | | Ersan Sayman | Annual Cash Incentive Bonus | 2/20/2024 | 2/20/2024 | — | 322,500 | 645,000 | — | — | — | — | — | | | RSU | 2/26/2024 | 2/20/2024 | — | — | — | — | — | — | 3,450 | 400,097 | | | PSU | 2/26/2024 | 2/20/2024 | — | — | — | 1,725 | 3,450 | 6,900 | — | 400,097 |

  51. Grants of Plan-Based Awards Table for Fiscal 2024

    _____________________ (1)Constitutes target and maximum award opportunities for our NEOs under the 2024 Bonus Program based on salaries in effect in Fiscal 2024. See “—Fiscal 2024 Compensation—Elements of Our Executive Compensation Program—Annual Cash Incentive Bonuses” for information regarding the criteria applied in determining amounts payable under the awards. The actual amounts paid with respect to these awards are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for Fiscal 2024. (2)Constitutes threshold, target and maximum award opportunities for our NEOs under the performance-based vesting of PSUs as outlined in the “—Fiscal 2024 Compensation—Elements of Our Executive Compensation Program—Equity Incentive Awards—Fiscal 2024 Equity Awards” section. (3)Constitutes time-vested awards granted to our NEOs. See “—Fiscal 2024 Compensation—Elements of Our Executive Compensation Program—Equity Incentive Awards—Fiscal 2024 Equity Awards.” (4)Pursuant to the SEC rules, RSUs and PSUs are valued in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal 2024 contained in our 2024 Annual Report. The amounts shown in the table reflect the total fair value on the date of grant, assuming target level achievement with respect to the PSUs, and do not necessarily reflect the actual value, if any, that may be realized by the NEOs.

  52. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table contains information about outstanding equity awards as of the last day of Fiscal 2024 for each of our NEOs:

  53. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Thomas V. Taylor | 224,618 | — | 21.00 | 4/26/2027 | 2,156 | 217,907 | 31,529 | 3,186,585 | | | 135,301 | — | 31.98 | 11/2/2028 | 6,284 | 635,124 | 24,895 | 2,516,138 | | | 56,500 | — | 57.70 | 2/24/2030 | 13,684 | 1,383,042 | 10,263 | 1,037,231 | | | 14,819 | 4,940 | 95.68 | 3/1/2031 | 36,513 | 3,690,369 | 22,851 | 2,309,551 | | | | | | | 22,851 | 2,309,551 | | | | Bryan H. Langley | 1,159 | — | 9.99 | 9/30/2026 | 280 | 28,300 | 3,153 | 318,674 | | | 2,830 | — | 21.00 | 4/26/2027 | 450 | 45,482 | 2,490 | 251,614 | | | 2,512 | — | 40.48 | 11/6/2027 | 4,909 | 496,153 | 1,384 | 139,830 | | | 4,101 | — | 31.98 | 11/2/2028 | 1,845 | 186,474 | 3,234 | 326,860 | | | 4,592 | — | 44.05 | 5/6/2029 | 3,652 | 369,108 | | | | | 2,420 | — | 57.70 | 2/24/2030 | 3,234 | 326,860 | | | | | 643 | 214 | 95.68 | 3/1/2031 | | | | | | Trevor S. Lang(1) | — | 1,422 | 95.68 | 3/1/2031 | 621 | 62,764 | 25,223 | 2,549,238 | | | | | | | 1,221 | 123,406 | 19,916 | 2,012,910 | | | | | | | 362 | 36,587 | 2,213 | 223,668 | | | | | | | 2,951 | 298,258 | 7,546 | 762,674 | | | | | | | 29,210 | 2,952,255 | | | | | | | | | 7,546 | 762,674 | | | | David V. Christopherson | 2,586 | — | 57.70 | 2/24/2030 | 395 | 39,923 | 9,459 | 956,021 | | | 904 | 904 | 95.68 | 3/1/2031 | 1,047 | 105,820 | 7,469 | 754,841 | | | | | | | 2,583 | 261,064 | 1,937 | 195,722 | | | | | | | 10,954 | 1,107,121 | 4,743 | 479,375 | | | | | | | 4,743 | 479,375 | | | | Ersan Sayman | 28,320 | — | 9.99 | 9/30/2026 | 280 | 28,300 | 6,306 | 637,347 | | | 21,428 | — | 21.00 | 4/26/2027 | 567 | 57,307 | 4,979 | 503,228 | | | 10,866 | — | 31.98 | 11/2/2028 | 1,476 | 149,179 | 1,107 | 111,834 | | | 3,594 | — | 57.70 | 2/24/2030 | 7,303 | 738,114 | 3,450 | 348,692 | | | 643 | 214 | 95.68 | 3/1/2031 | 3,450 | 348,692 | | |

  54. Outstanding Equity Awards at Fiscal Year-End 2024

    _____________________ (1)Because Mr. Lang retired from the Company on March 1, 2025, all awards vesting after that date were forfeited upon his retirement. (2)All remaining unexercisable stock options outstanding as of the end of Fiscal 2024 vested on March 1, 2025. (3)Restricted stock and RSUs outstanding as of the end of Fiscal 2024 for each NEO vested or vest as follows:

  55. Outstanding Equity Awards at Fiscal Year-End 2024

    | Vesting Date | T. Taylor | B. Langley | T. Lang* | D. Christopherson | E. Sayman | | 2/26/2025 | 7,616 | 1,077 | 2,515 | 1,580 | 1,149 | | 2/27/2025 | 18,891 | 1,835 | 8,778 | 4,030 | 2,564 | | 2/28/2025 | 6,284 | 450 | 1,221 | 1,047 | 567 | | 3/1/2025 | 2,156 | 280 | 621 | 395 | 280 | | 11/29/2025 | — | 2,455 | — | — | — | | 2/26/2026 | 7,617 | 1,078 | — | 1,581 | 1,150 | | 2/27/2026 | 31,306 | 1,836 | — | 4,030 | 2,564 | | 11/29/2026 | — | 2,454 | — | — | — | | 2/26/2027 | 7,618 | 1,079 | — | 1,582 | 1,151 | | 2/27/2027 | — | 1,826 | — | 5,477 | 3,651 | | Total | 81,488 | 14,370 | 13,135 | 19,722 | 13,076 |

  56. Outstanding Equity Awards at Fiscal Year-End 2024

    * As noted in footnote (1) above, Mr. Lang’s awards vesting after March 1, 2025 were forfeited upon his retirement. The reported value of the restricted stock and RSU awards is based on the closing stock price on December 26, 2024, the last trading day of Fiscal 2024. (4)Amounts in this column represent PSUs granted to the NEOs that vest following a three-year performance period ending on the dates set forth in the table below, subject to achievement of (1) specified relative total shareholder return against a specified peer group in the case of the first award listed in the column and (2) EBIT-based specified earnings and EBIT-based ROIC targets with respect to the remaining awards, and, in each case, continued service through the date the Compensation Committee certifies the extent to which the applicable performance metrics have been met, or, in the case of the non-CEO special awards granted in 2023, continued service through the fourth anniversary of the grant date. See “Potential Payments upon Termination or Change in Control” for treatment of PSUs upon certain terminations of employment. The reported values of the PSUs are based on the closing stock price on December 26, 2024, the last trading day of Fiscal 2024, and, in accordance with SEC rules, reflect the maximum, threshold, threshold, and target performance level, respectively, of the four outstanding awards for each NEO, based on performance as of the end of Fiscal 2024. As noted in footnote (1) above, Mr. Lang’s awards vesting after March 1, 2025 were forfeited upon his retirement. The performance period end dates for the outstanding PSUs are as follows:

  57. Outstanding Equity Awards at Fiscal Year-End 2024

    | Performance Period End Date | T. Taylor | B. Langley | D. Christopherson | E. Sayman | | 12/25/2025 | 66,686 | 7,026 | 18,864 | 12,392 | | 12/31/2026 | 22,851 | 3,234 | 4,743 | 3,450 |

  58. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024 The following table provides information regarding option exercises by the NEOs and stock awards that vested, in each case during Fiscal 2024:

  59. Option Exercises and Stock Vested During Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Thomas V. Taylor | 68,397 | 7,695,349 | 17,068 | 2,070,193 | | Bryan H. Langley | 5,685 | 644,264 | 4,336 | 502,894 | | Trevor S. Lang | 116,598 | 8,732,699 | 60,127 | 7,050,081 | | David V. Christopherson | — | — | 21,704 | 2,554,304 | | Ersan Sayman | 32,181 | 3,370,062 | 1,927 | 232,890 |

  60. Option Exercises and Stock Vested During Fiscal 2024

    _____________________ (1)The value realized is computed as the difference between the fair market value of the underlying shares on the date of exercise and the exercise price times the number of options exercised. (2)The value realized is computed as the number of shares of stock or units vested multiplied by the closing price of the underlying shares on the vesting date.

  61. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In this section, we describe payments that may be made to our NEOs upon several events of termination, assuming the termination event occurred on the last day of Fiscal 2024 (except as otherwise noted). Thomas V. Taylor Under Mr. Taylor’s Employment Agreement, if we terminate Mr. Taylor’s employment without Cause or do not renew it or if Mr. Taylor resigns for Good Reason, he is entitled to receive (i) any accrued and unpaid base salary and benefits and payments pursuant to the terms of any benefit plan (collectively, the “Accrued Benefits”), and (ii) subject to Mr. Taylor executing a valid release of claims, severance pay equal to (w) two times Mr. Taylor’s annual base salary, payable over 24 months; (x) Mr. Taylor’s annual incentive bonus with respect to the most recently completed fiscal year if the bonus is unpaid on the date of termination; (y) a pro-rated portion of the average annual incentive bonus that Mr. Taylor earned over the two completed fiscal years prior to his date of termination; and (z) an amount equal to our portion of Mr. Taylor’s health care premiums for 24 months following his date of termination. In addition, with respect to any vested stock options held by Mr. Taylor at the time of his termination of employment without Cause or for Good Reason, such stock options will remain exercisable for a period of 90 days following the date of such termination, or if earlier, until the original expiration date. We generally may terminate Mr. Taylor’s employment for “Cause” immediately upon written notice of any of the following reasons: (i) his commission of, or being indicted for, a felony, or his commission of a misdemeanor where imprisonment may be imposed (other than a traffic-related offense); (ii) any act of material misconduct or gross negligence in the performance of his duties or any act of moral turpitude; (iii) any act of theft, fraud or material dishonesty; (iv) his willful failure to perform any reasonable duties assigned by the Board, or his refusal to follow the directives of the Board that is not cured within 30 days; (v) any material breach of an agreement with us that is not cured within ten days; or (vi) his unlawful appropriation of a material corporate opportunity. Mr. Taylor generally may terminate his employment for “Good Reason” in connection with any of the following occurring without his consent: (i) a material diminution of his authority, duties or responsibilities; (ii) a material diminution of his base salary; (iii) a relocation of his office to a location that is more than 50 miles from the Atlanta, Georgia metropolitan area; or (iv) any material breach of Mr. Taylor’s Employment Agreement by us, in each case that is not cured within 60 days. In the event of Mr. Taylor’s death or disability, Mr. Taylor or his personal representatives or heirs will receive (i) his Accrued Benefits, (ii) his base salary for 12 months, (iii) Mr. Taylor’s annual incentive bonus with respect to the most recently completed fiscal year if the bonus is unpaid on the date of termination, and (iv) a pro-rated portion of the annual incentive bonus that Mr. Taylor would have earned if he had remained employed, payable at the time bonuses are paid to employees generally. Additionally, Mr. Taylor’s vested options will be exercisable for 12 months after his termination due to death or disability, or, if earlier, until the original expiration date. If Mr. Taylor’s death occurs within the six-month period prior to the next scheduled vesting date of his then outstanding RSUs or restricted stock awards, the RSUs or restricted stock scheduled to vest on the next vesting date will immediately vest upon Mr. Taylor’s death. In the event that Mr. Taylor’s employment is terminated by us without Cause or by Mr. Taylor for Good Reason within one year following a Change in Control (as defined in his Employment Agreement), Mr. Taylor will be entitled to receive (i) the Accrued Benefits, and (ii) subject to Mr. Taylor executing a valid release of claims, severance pay equal to (v) two times Mr. Taylor’s annual base salary; (w) Mr. Taylor’s annual incentive bonus with respect to the most recently completed fiscal year if the bonus is unpaid on the date of termination; (x) a pro-rated portion of the average annual incentive bonus that Mr. Taylor earned over the two completed fiscal years prior to his date of termination; (y) an amount equal to our portion of Mr. Taylor’s health care premiums for 24 months following his date of termination and (z) an amount equal to two times Mr. Taylor’s target annual incentive bonus. In addition, with respect to the outstanding PSUs (excluding the special PSUs granted in Fiscal 2023), in the event Mr. Taylor’s employment is terminated by us without Cause or by Mr. Taylor for Good Reason, in each case, within one year following a Change in Control (as defined in the 2017 Plan), subject to (1) Mr. Taylor’s continued compliance with all confidentiality obligations and restrictive covenants to which he is subject and (2) Mr. Taylor executing a valid release of claims, 100% of the target number of PSUs granted will vest. Trevor S. Lang Mr. Lang retired as President of the Company on March 1, 2025. Mr. Lang did not receive any severance or other compensation in connection with his retirement, and any equity awards that were not vested as of his retirement date were forfeited. Other NEOs Under our Employment Agreements with each of Messrs. Langley, Christopherson, and Sayman, if we terminate the NEO’s employment without Cause or do not renew it or if the NEO resigns for Good Reason, he is entitled to receive (i) any Accrued Benefits, and (ii) subject to the NEO executing a valid release of claims, severance pay equal to the NEO’s annual base salary, payable over 12 months. In addition, any vested stock options held by the NEO at the time of his termination of employment without Cause or for Good Reason will remain exercisable for a period of 90 days following the date of such termination, or, if earlier, until the original expiration date. We may terminate each of the other NEO’s employment for “Cause” immediately upon written notice of any of the following reasons: (i) his commission of, or being indicted for a felony, or his commission of a misdemeanor where imprisonment may be imposed (other than a traffic-related offense); (ii) any act of material misconduct or gross negligence in the performance of his duties or any act of moral turpitude; (iii) any act of theft, fraud or material dishonesty; (iv) his willful failure to perform any reasonable duties assigned by the Chief Executive Officer, or his refusal to follow the directives of the Company that is not cured within 30 days; (v) any material breach of an agreement with us that is not cured within ten days; or (vi) his unlawful appropriation of a material corporate opportunity. Each of the other NEOs generally may terminate his employment for “Good Reason” in connection with any of the following occurring without his consent: (i) a material diminution of his authority, duties or responsibilities; (ii) a material diminution of his base salary; (iii) a relocation of his office to a location that is more than 50 miles from the Atlanta, Georgia metropolitan area; or (iv) any material breach of the NEO’s Employment Agreement by us, in each case that is not cured within 60 days. With respect to the RSUs or restricted stock awards held by the other NEOs, if the NEO’s death occurs within the six-month period prior to the next scheduled vesting date of his then outstanding RSUs or restricted stock awards, the RSUs or restricted stock scheduled to vest on the next vesting date will immediately vest upon the NEO’s death.

  62. Potential Payments upon Termination or Change in Control

    With respect to the PSUs held by the other NEOs (excluding the special PSUs granted in Fiscal 2023), in the event the NEO’s employment is terminated by us without Cause within one year following a Change in Control (as defined in the 2017 Plan), subject to (i) the NEO’s continued compliance with all confidentiality obligations and restrictive covenants to which he is subject and (ii) the NEO executing a valid release of claims, 100% of the target number of PSUs granted will vest. The following table sets forth the payments that would be made to our NEOs who are currently employed by the Company upon the various events of termination, assuming the termination event occurred on the last day of Fiscal 2024. Because Mr. Lang retired on March 1, 2025 and did not receive any severance or other compensation upon his retirement, he is not included in the table.

  63. Potential Payments upon Termination or Change in Control

    | Name | Cash Payments ($) | Continuation of Welfare Plans ($) | Equity Vesting ($) | | Thomas V. Taylor | | | | | Termination Without Cause/Company Non-Renewal/Resignation for Good Reason | 3,947,615(1) | 32,808(2) | — | | Death/Disability | 3,708,675(3) | — | 3,532,093(6) | | Termination Without Cause or Resignation for Good Reason Within One Year Following a Change in Control | 6,597,615(4) | 32,808(2) | 4,384,012(7) | | Bryan H. Langley | | | | | Termination Without Cause/Company Non-Renewal/Resignation for Good Reason | 490,000(5) | — | — | | Death/Disability | — | — | 368,097(6) | | Termination Without Cause Within One Year Following a Change in Control | — | — | 606,521(7) |

  64. Potential Payments upon Termination or Change in Control

    | Name | Cash Payments ($) | Continuation of Welfare Plans ($) | Equity Vesting ($) | | David V. Christopherson | | | | | Termination Without Cause/Company Non-Renewal/Resignation for Good Reason | 540,000(5) | — | — | | Death/Disability | — | — | 712,746(6) | | Termination Without Cause Within One Year Following a Change in Control | — | — | 870,819(7) | | Ersan Sayman | | | | | Termination Without Cause/Company Non-Renewal/Resignation for Good Reason | 430,000(5) | — | — | | Death/Disability | — | — | 460,879(6) | | Termination Without Cause Within One Year Following a Change in Control | — | — | 572,359(7) |

  65. Potential Payments upon Termination or Change in Control

    (1)Represents an amount equal to (i) two times his base salary in effect at the end of Fiscal 2024, plus (ii) his annual incentive bonus for Fiscal 2024, plus (iii) the average annual incentive bonus earned over the two completed fiscal years prior to the date of his termination. (2)Represents our payment for the employer portion of the cost of continuation health coverage for his family for 24 months following his termination. (3)Represents an amount equal to (i) his base salary in effect at the end of Fiscal 2024, plus (ii) his annual incentive bonus for Fiscal 2024, plus (iii) the annual incentive bonus earned with respect to the year of his termination. This amount assumes that for Fiscal 2024, the annual incentive bonus was earned at target. (4)Represents an amount equal to (i) two times his base salary in effect at the end of Fiscal 2024, (ii) his annual incentive bonus for Fiscal 2024, plus (iii) the average annual incentive bonus earned over the two completed fiscal years prior to the date of his termination, plus (iv) an amount equal to two times his target bonus (at the target bonus rate for the fiscal year of his termination). (5)Represents an amount equal to his base salary in effect at the end of Fiscal 2024. (6)Represents the value of accelerated vesting of any outstanding RSUs or restricted share awards that would have vested in the six-month period following the date of such termination of employment, using our closing stock price of $101.07 on December 26, 2024. (7)Represent the value of accelerated vesting of any outstanding PSUs, assuming a payout percentage of 100% of the target number of PSUs granted, using our closing stock price of $101.07 on December 26, 2024.

  66. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and average “compensation actually paid” to our other NEOs (“Non-PEO NEOs”) and the financial performance of the Company for Fiscal 2024, Fiscal 2023, Fiscal 2022, the fiscal year ended December 30, 2021 (“Fiscal 2021”), and the fiscal year ended December 31, 2020 (“Fiscal 2020”). For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”

  67. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On(4): | | Net Income (in millions)(5) | Net Sales (in millions)(6) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | | (a) | (b) | (c) | (d) | (e) | (f) | | | | 2024 | $8,421,072 | $(1,642,874) | $2,040,814 | $(864,861) | $200.93 | $209.45 | $205.9 | $4,455.8 | | 2023 | $15,516,834 | $23,458,383 | $4,631,434 | $7,186,862 | $226.42 | $180.77 | $246.0 | $4,413.9 | | 2022 | $6,282,314 | $(14,905,219) | $1,362,382 | $(1,990,516) | $141.13 | $161.70 | $298.2 | $4,264.5 | | 2021 | $5,143,661 | $23,822,167 | $1,477,609 | $5,718,110 | $258.41 | $201.50 | $283.2 | $3,433.5 | | 2020 | $13,929,515 | $36,101,391 | $3,339,331 | $8,352,669 | $184.59 | $126.85 | $195.0 | $2,425.8 |

  68. Pay Versus Performance Disclosure

    _____________________ (1)The PEO reflected in these columns for each of the fiscal years reflected in the table is Thomas V. Taylor. The dollar amounts reported in column (a) are the amounts of total compensation reported for Mr. Taylor for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to “Executive Compensation—Compensation of Our Named Executive Officers—Summary Compensation Table.” (2)The dollar amounts reported in columns (b) and (d) represent the amount of “compensation actually paid” (“CAP”) to our PEO and Non-PEO NEOs. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the amounts from the “Total” column of the SCT for Fiscal 2024 to calculate CAP for Fiscal 2024. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Taylor or our Non-PEO NEOs during Fiscal 2024. The fair values of equity compensation are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal 2024 contained in our 2024 Annual Report.

  69. Pay Versus Performance Disclosure

    | PEO SCT Total to CAP Reconciliation: | 2024 | | SCT Total | $8,421,072 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(5,300,060) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $4,619,101 | | Change in Fair Value From Prior Fiscal Year-End to Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(9,556,350) | | Change in Fair Value From Prior Fiscal Year-End to Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $173,363 | | CAP | $(1,642,874) |

  70. Pay Versus Performance Disclosure

    | Average Non-PEO NEOs SCT Total to CAP Reconciliation: | 2024 | | Average SCT Total Compensation | $2,040,814 | | Average Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(1,100,150) | | Average Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $958,801 | | Average Change in Fair Value From Prior Fiscal Year-End to Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(2,847,786) | | Average Change in Fair Value From Prior Fiscal Year-End to Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $83,460 | | CAP | $(864,861) |

  71. Pay Versus Performance Disclosure

    (3)The Non-PEO NEOs reflected in these columns are: (i) for Fiscal 2024: Bryan H. Langley, Trevor S. Lang, David V. Christopherson, and Ersan Sayman; (ii) for Fiscal 2023 and Fiscal 2022: Bryan H. Langley, Trevor S. Lang, David V. Christopherson, and Brian K. Robbins; and (iii) for Fiscal 2021 and Fiscal 2020: Trevor S. Lang, Lisa G. Laube, Brian K. Robbins, and David V. Christopherson. The dollar amounts reported in column (c) represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the SCT for each applicable fiscal year. (4)The amounts reported in columns (e) and (f) represent cumulative total return to holders of our common stock against the cumulative total return of our peer entities, represented by the S&P 500 Home Improvement Retail Index, from December 26, 2019 (the last trading day before Fiscal 2020) through December 26, 2024, calculated from the market close on the last trading day before Fiscal 2020 through and including the end of each applicable fiscal year in the table above for which the total shareholder return is being calculated, respectively. The S&P 500 Home Improvement Retail Index is the same industry index referenced in our 2024 Annual Report. The total shareholder return for each investment assumes that $100 was invested in our Class A common stock and the S&P 500 Home Improvement Retail Index on December 26, 2019 through December 26, 2024, including reinvestment of any dividends. (5)The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. (6)Net sales is calculated in accordance with GAAP, as reflected in our audited financial statements. While we use various performance measures for the purpose of evaluating performance for our compensation programs, we have determined that net sales is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance.

  72. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy, where the majority of compensation is paid subject to achieving financial performance levels that align with our strategic and financial priorities. The Company generally seeks to incentivize long-term performance through long-term incentive equity awards. The calculation of CAP, as computed in accordance with Item 402(v) of Regulation S-K, is affected by, among other things, the impact of changing stock price on the fair value of outstanding long-term incentive equity awards. Various other factors can also negatively impact the fair value of outstanding long-term incentive equity awards, and thereby reduce CAP, even when financial metrics are met. As a result, CAP as presented in the Pay Versus Performance table for a particular year may appear to decrease while our non-TSR financial performance measures are positive (for example, in Fiscal 2022 and Fiscal 2024). Nevertheless, over time, we view long-term incentive equity awards as an effective and important means of aligning executive compensation with our strategic and financial priorities.

  73. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, which was mandated by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of Thomas V. Taylor, our Chief Executive Officer (“CEO”) and PEO, based on data as of December 26, 2024, the last day of Fiscal 2024 (the “Determination Date”). Our employee population consists of a significant number of part-time employees, many of whom are also compensated on an hourly basis. As of the end of Fiscal 2024, approximately 92% of our employees are compensated on an hourly basis, and part-time employees represented approximately 24% of our total workforce. Our median employee in Fiscal 2024 was determined to be a full-time hourly employee. For Fiscal 2024: •The median of the annual total compensation of all employees of our company (other than our CEO) was determined to be $34,263, and •the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this proxy statement, was $8,421,072. Based on this information, for Fiscal 2024, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 246 to 1. This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: •We determined that, as of the Determination Date, our employee population consisted of approximately 13,690 individuals with 13,680 of these employees located in the United States and 10 located outside of the United States. This population consisted of our full-time, part-time, and temporary employees. In calculating the pay ratio, we excluded the 10 employees located outside of the United States. •We used a consistently applied compensation measure to identify our median employee by comparing the amount of salary, wages, overtime pay, bonuses and tips of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2024. We did not annualize the compensation for any employee in identifying our median employee. •We identified our median employee by consistently applying this compensation measure to all our employees included in the analysis. After we identified our median employee, we calculated such employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $34,263. With respect to the annual total compensation of our CEO, we used the amount reported for Fiscal 2024 in the “Total” column of our Summary Compensation Table included in this proxy statement.

  74. COMPENSATION OF OUR DIRECTORS FOR FISCAL 2024

    COMPENSATION OF OUR DIRECTORS FOR FISCAL 2024

  75. Director Compensation Table(1)(2)(3)

    Director Compensation Table(1)(2)(3)

  76. Director Compensation Table(1)(2)(3)

    | Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(5) | | All Other Compensation ($) | | Total ($) | | Norman Axelrod (Chairman) | | 225,000 | | 140,092 | | — | $365,092 | | William Giles | | 105,000 | | 140,092 | | — | $245,092 | | Dwight James | | — | | 227,533 | | — | $227,533 | | Melissa Kersey | | 90,000 | | 140,092 | | — | $230,092 | | Ryan Marshall | | 90,000 | | 140,092 | | — | $230,092 | | Peter Starrett | | 90,000 | | 140,092 | | — | $230,092 | | Richard Sullivan | | 90,000 | | 140,092 | | — | $230,092 | | Felicia Thornton | | 100,000 | | 140,092 | | — | $240,092 | | George Vincent West(4) | | — | | — | | 100,000 | $100,000 | | Charles Young | | 87,500 | | 140,092 | | — | $227,592 |

  77. Director Compensation Table(1)(2)(3)

    _____________________ (1)For information regarding the compensation of Mr. Taylor, see “Compensation of Our Named Executive Officers— Summary Compensation Table.” Ms. Aried is not included in the table because she did not join the Board until January 1, 2025. Mr. Starrett retired from the Board on February 28, 2025. (2)As of December 26, 2024, no directors held any options. (3)For Fiscal 2024, Messrs. Taylor and West did not receive compensation for their services as directors. All other directors (collectively, “Non-Employee Directors”) each earned director fees in Fiscal 2024 as provided in the above table and as described below: For Fiscal 2024, our Non-Employee Directors were paid the following fees: •an annual cash retainer of $80,000; •an additional annual cash retainer of $125,000 to the non-executive chair of our Board; •an additional annual cash retainer of $25,000 to the chair of our Audit Committee; •an additional annual cash retainer of $20,000 to the chair of our Compensation Committee; •an additional annual cash retainer of $20,000 to the chair of our Nominating Committee •an additional annual cash retainer of $10,000 to a non-chair member of our Audit Committee; •an additional annual cash retainer of $10,000 to a non-chair member of our Compensation Committee; and •an additional annual cash retainer of $7,500 to a non-chair member of our Nominating Committee. In addition, in Fiscal 2024, our Board approved a grant of 1,208 RSUs to each of our Non-Employee Directors, which will vest in full on the first anniversary of the grant date, subject to the applicable Non-Employee Director’s continued service through the vesting date. Directors who are not Non-Employee Directors will not receive any compensation for their services as directors. We reimburse our Non-Employee Directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with their attendance in-person at Board and committee meetings. A Non-Employee Director may elect, prior to the end of the calendar year immediately preceding the calendar year in which such cash fees would otherwise be paid, to receive all or any portion of the annual cash retainers (including the additional annual cash retainers for the Chair, committee chairs, and committee members) in the form of RSUs, which will vest in full upon the first anniversary of the grant date, subject to the applicable Non-Employee Director’s continued service through the vesting date. Mr. James elected to receive his annual cash retainers in the form of additional RSUs for Fiscal 2024. We maintain a nonqualified deferred compensation plan for our Non-Employee Directors (the “Director Deferred Compensation Program”). Under the Director Deferred Compensation Program, Non-Employee Directors could elect in advance to defer all or part of their annual cash and equity retainer fees received in connection with their service on the Board. Elections to defer annual retainer fees had to be made prior to the end of the calendar year immediately preceding the calendar year in which such annual retainer fees would otherwise be paid. Beginning in Fiscal 2023, we discontinued elections under the Director Deferred Compensation Program. (4)Mr. West is party to a consulting agreement with us, pursuant to which he receives annual consulting fees of $100,000. Either party may terminate the consulting agreement at any time upon 30-days’ written notice. Mr. West is subject to certain non-compete and non-solicitation restrictions while a consultant and for two years after the termination of his consultancy. In addition, Mr. West is subject to confidentiality and non-disparagement restrictions. (5)Amounts set forth in the Stock Awards column represent the grant date fair value of RSUs granted to the Non-Employee Directors in Fiscal 2024 computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal 2024 contained in our 2024 Annual Report. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the Non-Employee Directors. The table below discloses the aggregate number of outstanding RSUs held by each Non-Employee Director as of December 26, 2024.

  78. Director Compensation Table(1)(2)(3)

    | Name | RSUs Outstanding | | Norman Axelrod | 1,208 | | William Giles | 1,208 | | Dwight James | 1,962 | | Melissa Kersey | 1,208 | | Ryan Marshall | 2,673 | | Peter Starrett | 1,208 | | Richard Sullivan | 1,208 | | Felicia Thornton | 1,208 | | Charles Young | 1,208 |