DEF 14A of Floor & Decor Holdings, Inc., Mar 23, 2026

DEF 14A of Floor & Decor Holdings, Inc.

Filed Mar 23, 2026 · FY20250001628280-26-020341

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 | 55 | January 2025 | Executive Vice President and Chief Digital Technology Officer, Safelite AutoGlass | Audit Committee | | Norman Axelrod | 73 | November 2010 | Former Chief Executive Officer, Linens ‘n Things, Inc. | Compensation Committee | | William Giles | 66 | April 2021 | Former Chief Financial Officer, AutoZone, Inc. | Audit Committee | | Dwight James | 52 | September 2021 | Senior Vice President, Delta Air Lines, Inc. and Chief Executive Officer, Delta Vacations | Nominating and Corporate Governance Committee | | Melissa Kersey | 51 | May 2023 | Executive Vice President and Chief Human Resources Officer, Tractor Supply Company | Compensation Committee | | Ryan Marshall | 51 | January 2021 | Chief Executive Officer and President, PulteGroup, Inc. | Compensation Committee | | Bradley Paulsen | 50 | December 2025 | Chief Executive Officer, Floor & Decor Holdings, Inc. | None | | Thomas Taylor | 60 | December 2012 | Executive Chair, Floor & Decor Holdings, Inc. | None | | Felicia Thornton | 62 | April 2017 | Former Interim Chief Executive Officer, 99 Cents Only Stores LLC | Audit Committee (effective March 27, 2026); Nominating and Corporate Governance Committee | | George Vincent West | 71 | 2000 | Founder, Floor & Decor | None | | Charles Young | 57 | January 2021 | Chief Executive Officer, Sun Communities, 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 2026 Annual Meeting of Stockholders (the “Annual Meeting”). These proxy materials contain information regarding the Annual Meeting, to be held on May 6, 2026, beginning at 1:00 P.M. Eastern Time, by remote communication in a virtual format at: www.virtualshareholdermeeting.com/FND2026, 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 2025 Annual Report on Form 10-K (the “2025 Annual Report”) are first being sent or given to our stockholders is March 23, 2026. The information in this proxy statement is as of March 23, 2026, unless otherwise indicated.

  5. ELECTION OF DIRECTORS (PROPOSAL 1)

    ELECTION OF DIRECTORS (PROPOSAL 1)

  6. Board Structure and the Nominees

    Board Structure and the Nominees The Board is currently comprised of 12 directors: Nada Aried, Norman Axelrod, William Giles, Dwight James, Melissa Kersey, Ryan Marshall, Bradley Paulsen, Richard Sullivan, Thomas Taylor, Felicia Thornton, George Vincent West, and Charles Young. Mr. Sullivan, who joined the Board in April 2017, has decided to retire from the Board at the end of his current term and is therefore not standing for reelection. 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 other than Mr. Sullivan (in such capacity, a “Nominee”) for reelection as a director, each for a one-year term expiring at our 2027 annual meeting of stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal. Our nominees 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 Nominees | | | 0-4 | | Average Tenure: 8.0 Years | | 5-9 | | | | | | Average Age: 58.9 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 Matrix

    Board Skills and Experience 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. Our Board collectively leverages the different perspectives 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 Matrix

    | | Nada Aried | Norman Axelrod | William Giles** | Dwight James | Melissa Kersey | Ryan Marshall | Bradley Paulsen | Thomas Taylor | Felicia Thornton | George Vincent West | Charles Young | | Years on Board | 1 | 15 | 5 | 4 | 3 | 5 | <1 | 13 | 9 | 26 | 5 | | 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/B-to-B | | | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Number of Public Company Boards* | 1 | 1 | 3 | 2 | 1 | 2 | 1 | 1 | 1 | 1 | 2 |

  11. Board Skills and Experience Matrix

    * Includes Floor & Decor. ** Mr. Giles has been a director for four years and eleven months.

  12. The Nominees

    The Nominees Nada A. Aried, 55 Non-Executive Director Since January 2025

  13. Thomas V. Taylor, Jr., 60

    Thomas V. Taylor, Jr., 60 Executive Chair Since 2025 & Director Since 2012 •Over 40 years of leadership experience in retail and home improvement, including senior executive roles at The Home Depot, leadership at Sun Capital Partners, and CEO tenure at Floor & Decor Holdings, Inc. •Proven expertise in strategic growth, merchandising, marketing, and operational excellence, driving Floor & Decor’s transformation into a leading specialty retailer and guiding the company’s successful IPO in 2017. •Extensive experience in board governance, serving on boards of more than 20 portfolio companies across the U.S. and Europe during his tenure at Sun Capital Partners. •Began his career at age 16 in 1983 at a Miami Home Depot store and 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.

  14. Leadership Transition

    Leadership Transition Effective March 10, 2025, Mr. Paulsen was appointed as the President of the Company, following the retirement of our former President, Trevor Lang, on March 1, 2025. The Board, upon the recommendation of the Compensation Committee and with input from our independent compensation consultant, set the compensation for Mr. Paulsen in his role as President, taking into account his prior experience, including significant experience in home improvement, merchandising, retail and commercial sales, and supply chain operations, as well as peer company compensation for the president role. The Board determined to set Mr. Paulsen’s initial base salary at $800,000, and set his annual cash incentive target at 100% of base salary. For Fiscal 2025, his annual cash incentive was prorated for the number of days in the fiscal year that he was employed by the Company. Mr. Paulsen also received a cash sign-on bonus of $1.6 million, as a partial make-whole payment for foregone and/or repaid bonus and equity compensation from his prior employer. The Board also granted Mr. Paulsen a long-term equity compensation award in the amount of $3.7 million on May 5, 2025, the first quarterly equity grant date following the effective date of his employment. Fifty percent of the award was in the form of time-based restricted stock units (“RSUs”) that vest in three equal annual installments on the first three anniversaries of the grant date, and 50% was in the form of performance stock units (“PSUs”) that vest in accordance with the terms of the PSU awards granted for Fiscal 2025 to the Company’s other executive officers, as described in more detail below. In October 2025, we announced our leadership transition plan, pursuant to which Mr. Taylor stepped down as our Chief Executive Officer and became our Executive Chair, effective December 26, 2025, the first day of Fiscal 2026. Also effective December 26, 2025, Mr. Paulsen was promoted to Chief Executive Officer and appointed to our Board, and Mr. Axelrod, who had served as our non-executive Chair during Fiscal 2025, was elected by our independent directors as Lead Director. As part of our Chief Executive Officer succession process, the non-management members of the Board, upon the recommendation of the Compensation Committee and with input from our independent compensation consultant, set the compensation for Mr. Paulsen and Mr. Taylor in their new roles. With respect to Mr. Paulsen, the Board and Compensation Committee considered the chief executive officer compensation of our peer companies, as discussed below under “—Determination of Compensation—Peer Group Construction,” as well as Mr. Paulsen’s experience and performance in the role of President. Taking into account these considerations, the non-management members of the Board determined to set Mr. Paulsen’s Fiscal 2026 base salary at $1,000,000, with a target annual bonus of 125% of his base salary. In February 2026, as part of the annual equity grant, the non-management directors also granted Mr. Paulsen an annual long-term incentive award for Fiscal 2026 in the amount of $5.75 million, using a mix of 50% PSUs and 50% RSUs. For Mr. Taylor, the Board and Compensation Committee considered his performance and tenure as Chief Executive Officer, the expectation that his new role would continue to be a full-time, executive-level position in which he would remain actively involved in shaping the Company’s long-term vision for strategic growth and supporting the Company’s continued expansion, as well as executive chair compensation at similar situated companies. Taking into account these considerations, the non-management members of the Board determined to set Mr. Taylor’s Fiscal 2026 base salary at $800,000, with a target annual bonus of 100% of his base salary. In February 2026, as part of the annual equity grant, the non-management directors also granted Mr. Taylor an annual long-term incentive award for Fiscal 2026 in the amount of $5.0 million, using a mix of 50% PSUs and 50% RSUs.

  15. 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.” |

  16. 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:

  17. 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 |

  18. 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 |

  19. Elements of Our Executive Compensation Program

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

  20. Elements of Our Executive Compensation Program

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

  21. 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 2025, 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 2025, after review of benchmarking analysis against our peer group, taking into account job duties and responsibilities for Messrs. Taylor, Langley, Christopherson and Sayman, and considering the factors listed above, the Compensation Committee and the Board, as applicable, approved the Fiscal 2025 base salaries of the NEOs as indicated in the table below, effective February 21, 2025 (and in the case of Mr. Paulsen, March 10, 2025, his date of hire).

  22. 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 considering the structure for the 2025 Annual Performance Bonus Program (the “2025 Bonus Program”), the Compensation Committee anticipated a challenging and difficult to predict environment in Fiscal 2025. Following discussions with the Compensation Committee’s independent compensation consultant and management, the Compensation Committee modified the structure of the program for Fiscal 2025 to better allow it to set appropriate performance targets under our 2025 Bonus Program in light of shifting external variables, such that the 2025 Bonus Program could continue to serve its intended purpose of driving management to achieve broader financial and strategic goals. The threshold, target and maximum performance metrics for the 2025 Bonus Program were set by the Compensation Committee in February 2025. Performance was measured for the period, with a single payout occurring in March 2026 following Compensation Committee certification of the level of achievement against the metrics. Under the 2025 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:

  23. Elements of Our Executive Compensation Program

    | Name | 2025 Target Bonus as a % of Base Salary | 2025 Target Bonus ($) | | Thomas V. Taylor | 125% | $1,375,000 | | Bradley S. Paulsen | 100% | $800,000 | | Bryan H. Langley | 75% | $378,750 | | David V. Christopherson | 75% | $421,125 | | Ersan Sayman | 75% | $332,250 |

  24. Elements of Our Executive Compensation Program

    The maximum annual cash incentive bonus payable pursuant to the 2025 Bonus Program was 200% of the NEO’s applicable target bonus. Annual incentives for our NEOs under the 2025 Bonus Program were calculated based on achievement of targeted net sales (20% weighting) and EBIT (80% weighting) for the performance period, as determined by the Compensation Committee. The performance metrics for the 2025 Bonus Program were set as follows:

  25. Elements of Our Executive Compensation Program

    The goals were based on, and aligned with, the business outlook and financial plan for Fiscal 2025, 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 2025, the Company’s performance continued to be impacted by macroeconomic pressures outside the Company’s control. For Fiscal 2025, net sales and EBIT were both between threshold and target levels, for a blended payout percentage of 86.3%, which reflects an adjustment made for restructuring charges that were incurred in Fiscal 2025. The table below sets forth the detailed performance results for the 2025 Bonus Program.

  26. Elements of Our Executive Compensation Program

    | Performance Metric | Weighting (%) | Target ($ in millions) | Actual ($ in millions) | Percentage of Target (%) | Payout (%) | | Net Sales | 20% | $4,824.8 | $4,684.1 | 97.1% | 35.4% | | EBIT | 80% | $274.7 | $274.1 | 99.8% | 99.1% |

  27. Elements of Our Executive Compensation Program

    | Name | Actual 2025 Bonus Payout ($)(1) | Full Year Payout as a % of Target | Full Year Payout as a % of Base Salary | | Thomas V. Taylor | $1,178,737 | 86.3% | 107.9% | | Bradley S. Paulsen | $528,605 | 86.3% | 86.3% | | Bryan H. Langley | $325,107 | 86.3% | 64.7% | | David V. Christopherson | $360,880 | 86.3% | 64.7% | | Ersan Sayman | $285,213 | 86.3% | 64.7% |

  28. Elements of Our Executive Compensation Program

    (1)Actual payout was calculated using the NEO’s actual base salary paid in Fiscal 2025 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 2025, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity incentive awards. Fiscal 2025 Equity Awards In Fiscal 2025, the NEOs were granted half of their annual equity award in the form of service-based 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 2025, as well as their respective grant date fair values, is set forth in the Grants of Plan-Based Awards Table for Fiscal 2025 on page 36 of this proxy statement. The RSUs granted in Fiscal 2025 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. As a result, the fiscal year ended December 29, 2022 (“Fiscal 2022”) PSU awards and the fiscal year ended December 28, 2023 (“Fiscal 2023”) PSU awards (including the similarly structured portion of the special Fiscal 2023 special PSU awards) had not met 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, and 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, having no value. PSUs granted in Fiscal 2024 were weighted 20% to ROIC targets and 80% to Adjusted EBIT. For Fiscal 2024, ROIC was measured on the average ROIC over the three-year performance period. As of the end of Fiscal 2025, the PSUs granted in Fiscal 2024 are expected to earn a payout between threshold and target level. For Fiscal 2025, PSU vesting is weighted 20% to ROIC and 80% to Adjusted EBIT. Threshold, target, and maximum performance levels for the ROIC metric will continue to be subject to achievement of three-year average ROIC performance. In structuring the Adjusted EBIT metric for the Fiscal 2025 PSU awards, the Compensation Committee assessed the prior PSU awards and considered the fact that the targets set for these prior awards anticipated a much faster macroeconomic recovery than we have experienced. With the uncertainty in the macroeconomic environment continuing into Fiscal 2025, the Compensation Committee determined to modify the structure of the Adjusted EBIT metric for the PSUs granted in Fiscal 2025 such that the Adjusted EBIT targets would be set in three separate tranches measured annually in each successive fiscal year during the three-year performance period (fiscal years 2025, 2026, and 2027 respectively). Threshold, target, and maximum performance for the Adjusted EBIT metric for the first year of the performance period, Fiscal 2025, were set to be challenging but achievable based on Fiscal 2024 results and given the difficult and uncertain macroeconomic environment. The Adjusted EBIT target performance level for each of the two remaining tranches, Fiscal 2026 and 2027 respectively, is to be set at 110% of the actual performance for the prior fiscal year with threshold and maximum performance levels set at 92% and 108% of target, respectively. The number of earned PSUs will be measured independently for each respective fiscal year with the cumulative number of PSUs determined at the end of the three-year performance period. Threshold, target, and maximum performance levels and the respective payout percentage for ROIC and the tranche of Adjusted EBIT measured against Fiscal 2025 performance are shown in the following table. Each metric is measured independently, and failure to meet one does not prevent vesting 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.

  29. Elements of Our Executive Compensation Program

    | | | Percent of PSUs Vested | | | | | Performance Metric | Weighting | 50% | 100% | 150% | 200% | | Three-Year Average ROIC | 20% | 9% | 10% | 11% | 12% | | Adjusted EBIT at end of the Fiscal 2025 Performance Period | 80% | $248.4 million | $270.0 million | $280.8 million | $291.6 million |

  30. 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 2025, 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.

  31. 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 2025, we paid Korn Ferry $271,594, which consisted of approximately $153,000 for services related to executive and director compensation and $118,594 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.

  32. Peer Group Construction

    Peer Group Construction In making executive compensation determinations for Fiscal 2025, 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 2025, the Compensation Committee updated the peer group by replacing Sleep Number Corporation with Boot Barn Holdings, Inc. For Fiscal 2025, 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 2025.

  33. Peer Group Construction

    | Beacon Roofing Supply, Inc. Boot Barn Holdings, 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. Somnigroup International, Inc. Ulta Beauty, Inc. Williams-Sonoma, Inc. |

  34. Peer Group Construction

    In July 2025, the Compensation Committee updated this peer group to replace Beacon Roofing Supply, Inc. with MSC Industrial Direct Co., Inc. for the remainder of fiscal 2025. 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.

  35. 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 2025, Fiscal 2024, and Fiscal 2023.

  36. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(4) | Stock Awards ($)(5) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($)(6) | Total ($) | | Thomas V. Taylor – Executive Chair, former Chief Executive Officer(1) | 2025 | 1,092,308 | — | 7,700,188 | 1,178,737 | 695,829 | 10,667,062 | | | 2024 | 1,060,000 | — | 5,300,060 | 1,323,675 | 737,337 | 8,421,072 | | | 2023 | 1,054,231 | — | 13,710,223 | — | 752,380 | 15,516,834 | | Bradley S. Paulsen – Chief Executive Officer, former President(2) | 2025 | 612,308 | 1,600,000 | 3,700,000 | 528,605 | 4,231 | 6,445,144 | | Bryan H. Langley – Executive Vice President and Chief Financial Officer | 2025 | 502,115 | — | 1,500,012 | 325,107 | 8,383 | 2,335,617 | | | 2024 | 472,692 | — | 750,094 | 354,165 | 5,605 | 1,582,556 | | | 2023 | 395,192 | — | 1,500,249 | — | 5,481 | 1,900,922 | | David V. Christopherson – Executive Vice President, Chief Administrative Officer and Chief Legal Officer | 2025 | 557,366 | — | 1,650,012 | 360,880 | 9,070 | 2,577,328 | | | 2024 | 527,500 | — | 1,100,092 | 395,230 | 6,032 | 2,028,854 | | | 2023 | 470,193 | — | 3,700,161 | — | 6,951 | 4,177,305 | | Ersan Sayman – Executive Vice President, Merchandising(3) | 2025 | 440,500 | — | 1,200,010 | 285,213 | 1,008 | 1,926,731 | | | 2024 | 424,231 | — | 800,194 | 317,855 | 966 | 1,543,246 |

  37. Summary Compensation Table

    _____________________ (1)Mr. Taylor served as our Chief Executive Officer through Fiscal 2025. He transitioned to Executive Chair effective December 26, 2025, the first day of Fiscal 2026. (2)Mr. Paulsen joined the Company on March 10, 2025 as our President, and served in that role through the end of Fiscal 2025. He was appointed as Chief Executive Officer effective December 26, 2025, the first day of Fiscal 2026. (3)Mr. Sayman was not an NEO prior to Fiscal 2024. (4)Amount represents the value of the sign-on bonus received by Mr. Paulsen in connection with his joining the Company on March 10, 2025 and pursuant to his employment agreement entered into as of February 12, 2025. (5)Amounts set forth in the Stock Awards column represent the aggregate grant date fair value of awards granted in Fiscal 2025 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 2025 contained in our 2025 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 2025 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 2025 assuming maximum achievement of the applicable performance goals is as follows: $7,700,188 for Mr. Taylor, $3,700,000 for Mr. Paulsen, $1,500,012 for Mr. Langley, $1,650,012 for Mr. Christopherson and $1,200,010 for Mr. Sayman. (6)Amounts in this column for Fiscal 2025 include: (i) 401(k) employer matching contributions for Messrs. Paulsen, Langley, and Christopherson, respectively; (ii) employer-paid group term life insurance premiums for Messrs. Taylor, Paulsen, Langley, 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 $693,596, of which $458,866 related to commuting-related costs and $234,730 related to personal travel costs.

  38. Grants of Plan-Based Awards Table for Fiscal 2025

    Grants of Plan-Based Awards Table for Fiscal 2025 The following table contains information about each grant of an award made to our NEOs under any incentive plan in Fiscal 2025:

  39. Grants of Plan-Based Awards Table for Fiscal 2025

    | 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 | 2/19/2025 | 2/19/2025 | — | 1,375,000 | 2,750,000 | — | — | — | — | — | | | RSU | 2/24/2025 | 2/19/2025 | — | — | — | — | — | — | 39,476 | 3,850,094 | | | PSU | 2/24/2025 | 2/19/2025 | — | — | — | 3,948 | 39,476 | 78,952 | — | 3,850,094 | | Bradley S. Paulsen | Annual Cash Incentive Bonus | 1/24/2025 | 1/24/2025 | — | 800,000 | 1,600,000 | — | — | — | — | — | | | RSU | 5/5/2025 | 1/24/2025 | — | — | — | — | — | — | 25,000 | 1,850,000 | | | PSU | 5/5/2025 | 1/24/2025 | — | — | — | 2,500 | 25,000 | 50,000 | — | 1,850,000 | | Bryan H. Langley | Annual Cash Incentive Bonus | 2/18/2025 | 2/18/2025 | — | 378,750 | 757,500 | — | — | — | — | — | | | RSU | 2/24/2025 | 2/18/2025 | — | — | — | — | — | — | 7,690 | 750,006 | | | PSU | 2/24/2025 | 2/18/2025 | — | — | — | 769 | 7,690 | 15,380 | — | 750,006 | | David V. Christopherson | Annual Cash Incentive Bonus | 2/18/2025 | 2/18/2025 | — | 421,125 | 842,250 | — | — | — | — | — | | | RSU | 2/24/2025 | 2/18/2025 | — | — | — | — | — | — | 8,459 | 825,006 | | | PSU | 2/24/2025 | 2/18/2025 | — | — | — | 846 | 8,459 | 16,918 | — | 825,006 | | Ersan Sayman | Annual Cash Incentive Bonus | 2/18/2025 | 2/18/2025 | — | 332,250 | 664,500 | — | — | — | — | — | | | RSU | 2/24/2025 | 2/18/2025 | — | — | — | — | — | — | 6,152 | 600,005 | | | PSU | 2/24/2025 | 2/18/2025 | — | — | — | 615 | 6,152 | 12,304 | — | 600,005 |

  40. Grants of Plan-Based Awards Table for Fiscal 2025

    _____________________ (1)Constitutes target and maximum award opportunities for our NEOs under the 2025 Bonus Program based on salaries in effect in Fiscal 2025. See “—Fiscal 2025 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 2025. (2)Constitutes threshold, target and maximum award opportunities for our NEOs under the performance-based vesting of PSUs as outlined in the “—Fiscal 2025 Compensation—Elements of Our Executive Compensation Program—Equity Incentive Awards—Fiscal 2025 Equity Awards” section. (3)Constitutes time-vested awards granted to our NEOs. See “—Fiscal 2025 Compensation—Elements of Our Executive Compensation Program—Equity Incentive Awards—Fiscal 2025 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 2025 contained in our 2025 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.

  41. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table contains information about outstanding equity awards as of the last day of Fiscal 2025 for each of our NEOs:

  42. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Thomas V. Taylor | 218,189 | — | 21.00 | 4/26/2027 | 6,842 | 432,483 | 10,510 | 664,305 | | | 135,301 | — | 31.98 | 11/2/2028 | 24,464 | 1,546,369 | 24,895 | 1,573,613 | | | 56,500 | — | 57.70 | 2/24/2030 | 15,235 | 963,004 | 10,263 | 648,693 | | | 19,759 | — | 95.68 | 3/1/2031 | 39,476 | 2,495,278 | 18,281 | 1,155,510 | | | | | | | | | 50,003 | 3,160,690 | | Bradley S. Paulsen | | | | | 25,000 | 1,580,250 | 31,667 | 2,001,671 | | Bryan H. Langley | 1,159 | — | 9.99 | 9/30/2026 | 2,454 | 155,117 | 1,051 | 66,434 | | | 2,830 | — | 21.00 | 4/26/2027 | 923 | 58,343 | 2,490 | 157,361 | | | 2,512 | — | 40.48 | 11/6/2027 | 2,739 | 173,132 | 1,384 | 87,451 | | | 4,101 | — | 31.98 | 11/2/2028 | 2,157 | 136,344 | 2,588 | 163,556 | | | 4,592 | — | 44.05 | 5/6/2029 | 7,690 | 486,085 | 9,741 | 615,729 | | | 2,420 | — | 57.70 | 2/24/2030 | | | | | | | 857 | — | 95.68 | 3/1/2031 | | | | | | David V. Christopherson | 2,586 | — | 57.70 | 2/24/2030 | 1,292 | 81,667 | 3,153 | 199,301 | | | 1,808 | — | 95.68 | 3/1/2031 | 8,215 | 519,270 | 7,469 | 472,084 | | | | | | | 3,163 | 199,933 | 1,937 | 122,406 | | | | | | | 8,459 | 534,693 | 3,795 | 239,882 | | | | | | | | | 10,715 | 677,295 | | Ersan Sayman | 28,320 | — | 9.99 | 9/30/2026 | 738 | 46,649 | 2,102 | 132,867 | | | 21,428 | — | 21.00 | 4/26/2027 | 5,477 | 346,201 | 4,979 | 314,723 | | | 10,866 | — | 31.98 | 11/2/2028 | 2,301 | 145,446 | 1,107 | 69,942 | | | 3,594 | — | 57.70 | 2/24/2030 | 6,152 | 388,868 | 2,760 | 174,460 | | | 857 | — | 95.68 | 3/1/2031 | | | 7,793 | 492,596 |

  43. Outstanding Equity Awards at Fiscal Year-End 2025

    (1)RSUs outstanding as of the end of Fiscal 2025 for each NEO vested or vest as follows:

  44. Outstanding Equity Awards at Fiscal Year-End 2025

    | Vesting Date | T. Taylor | B. Paulsen | B. Langley | D. Christopherson | E. Sayman | | 2/24/2026 | 13,158 | — | 2,563 | 2,819 | 2,050 | | 2/26/2026 | 7,617 | — | 1,078 | 1,581 | 1,150 | | 2/27/2026 | 31,306 | — | 1,836 | 4,030 | 2,564 | | 5/5/2026 | — | 8,333 | — | — | — | | 11/29/2026 | — | — | 2,454 | — | — | | 2/24/2027 | 13,159 | — | 2,563 | 2,820 | 2,051 | | 2/26/2027 | 7,618 | — | 1,079 | 1,582 | 1,151 | | 2/27/2027 | — | — | 1,826 | 5,477 | 3,651 | | 5/5/2027 | — | 8,333 | — | — | — | | 2/24/2028 | 13,159 | — | 2,564 | 2,820 | 2,051 | | 5/5/2028 | — | 8,334 | — | — | — | | Total | 86,017 | 25,000 | 15,963 | 21,129 | 14,668 |

  45. Outstanding Equity Awards at Fiscal Year-End 2025

    The reported value of the RSU awards is based on the closing stock price on December 24, 2025, the last trading day of Fiscal 2025. (2)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 24, 2025, the last trading day of Fiscal 2025, and, in accordance with SEC rules, reflect the maximum, threshold, threshold, and target performance level, respectively, of the four outstanding awards for each NEO (other than Mr. Paulsen, who has one outstanding award), based on performance as of the end of Fiscal 2025. The performance period end dates for the outstanding PSUs are as follows:

  46. Outstanding Equity Awards at Fiscal Year-End 2025

    | Performance Period End Date | T. Taylor | B. Paulsen | B. Langley | D. Christopherson | E. Sayman | | 12/25/2025 | 45,668 | — | 4,925 | 12,559 | 8,188 | | 12/31/2026 | 18,281 | — | 2,588 | 3,795 | 2,760 | | 12/30/2027 | 50,003 | 31,667 | 9,741 | 10,715 | 7,793 |

  47. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025 The following table provides information regarding option exercises by the NEOs and stock awards that vested, in each case during Fiscal 2025:

  48. Option Exercises and Stock Vested During Fiscal 2025

    | | 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 | 6,429 | 261,467 | 34,947 | 3,424,538 | | Bradley S. Paulsen | — | — | — | — | | Bryan H. Langley | — | — | 6,097 | 514,687 | | David V. Christopherson | — | — | 7,052 | 691,333 | | Ersan Sayman | — | — | 4,560 | 447,761 |

  49. Option Exercises and Stock Vested During Fiscal 2025

    (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.

  50. 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 2025 (except as otherwise noted). Thomas V. Taylor Mr. Taylor’s last day as Chief Executive Officer was the last day of Fiscal 2025, and he began serving as Executive Chairman as of the first day of Fiscal 2026. His amended Employment Agreement effective as of the first day of Fiscal 2026 has a one-year term that automatically extends for successive one-year terms without sixty days’ prior notice and provides that if he is terminated by the Company without cause (not including a non-renewal of his amended Employment Agreement), he will receive severance in the form of (i) salary continuation for the remainder of the current term of the agreement; (ii) any unpaid annual cash incentive bonus from the prior completed fiscal year; (iii) the annual cash incentive bonus for the current fiscal year, based on the Company’s performance against the performance metrics set by the Compensation Committee, pro-rated based on the date of termination and payable at the same time that it is paid to other executives; and (iv) payment of the Company portion of his health care premiums for the remainder of the current term of the agreement. If any such termination occurs or if Mr. Taylor terminates employment for good reason within 12 months of a change in control, Mr. Taylor will receive the amounts provided above and an amount equal to two times his target bonus for the year of termination. If Mr. Taylor’s employment terminates due to disability, he will receive any unpaid annual cash incentive bonus from the prior completed fiscal year, and the annual cash incentive bonus for the current fiscal year, based on the Company’s performance against the performance metrics set by the Compensation Committee, pro-rated based on the date of termination and payable at the same time that it is paid to other executives. All payments described above are subject to Mr. Taylor’s or his legal guardian’s execution and non-revocation of a waiver and release of claims in favor of the Company. If Mr. Taylor’s employment terminates due to death, his estate will receive any unpaid annual cash incentive bonus from the prior completed fiscal year and the annual cash incentive bonus for the current fiscal year, based on target performance, pro-rated based on the date of termination. Bradley S. Paulsen Mr. Paulsen joined the Company as our President on March 10, 2025 and became the Chief Executive Officer as of the first day of Fiscal 2026. Under his amended Employment Agreement effective as of the first day of Fiscal 2026, if Mr. Paulsen is terminated by the Company without cause or due to Company non-renewal of the employment agreement, or if he resigns for good reason, he will receive severance in the form of (i) 24-months’ salary continuation; (ii) any unpaid annual cash incentive bonus from the prior completed fiscal year; (iii) the annual cash incentive bonus for the current fiscal year, based on the Company’s performance against the performance metrics set by the Compensation Committee, pro-rated based on the date of termination and payable at the same time that it is paid to other executives; and (iv) payment of the Company portion of his health care premiums for 24 months. If any such termination occurs within 12 months of a change in control, Mr. Paulsen will also receive, in addition to the amounts listed above, two times his target bonus for the year of termination. If Mr. Paulsen’s employment terminates due to disability, he will receive any unpaid annual cash incentive bonus from the prior completed fiscal year, and the annual cash incentive bonus for the current fiscal year, based on the Company’s performance against the performance metrics set by the Compensation Committee, pro-rated based on the date of termination and payable at the same time that it is paid to other executives. All payments described above are subject to Mr. Paulsen’s or his legal guardian’s execution and non-revocation of a waiver and release of claims in favor of the Company. If Mr. Paulsen’s employment terminates due to death, his estate will receive any unpaid annual cash incentive bonus from the prior completed fiscal year and the annual cash incentive bonus for the current fiscal year, based on target performance, pro-rated based on the date of termination. Other NEOs Under the Employment Agreements with each of Messrs. Langley, Christopherson, and Sayman, if the Company terminates the NEO’s employment without cause, the Company does not renew such Employment Agreement, or if the NEO resigns for good reason, the NEO is entitled to receive (i) severance pay equal to the NEO’s annual base salary, payable over 12 months; (ii) any unpaid annual cash incentive bonus from the prior completed fiscal year; (iii) the annual cash incentive bonus for the current fiscal year, based on the Company’s performance against the performance metrics set by the Compensation Committee, pro-rated based on the date of termination and payable at the same time that it is paid to other executives; and (iv) payment of the Company portion of the Executive’s health care premiums for 12 months. If any such termination occurs within 12 months of a change in control, the Executive will receive, in addition to the amounts listed above, (i) payment of the Company portion of his health care premiums for 6 additional months and (ii) an amount equal to the NEO’s target bonus for the year of termination. If the NEO’s employment terminates due to disability, the NEO will receive any unpaid annual cash incentive bonus from the prior completed fiscal year and the annual cash incentive bonus for the current fiscal year, based on the Company’s performance against the performance metrics set by the Compensation Committee, pro-rated based on the date of termination and payable at the same time that it is paid to other executives. All payments described above are subject to the NEO’s or his legal guardian’s execution and non-revocation of a waiver and release of claims in favor of the Company. If the NEO’s employment terminates due to death, his estate will receive any unpaid annual cash incentive bonus from the prior completed fiscal year and the annual cash incentive bonus for the current fiscal year, based on target performance, pro-rated based on the date of termination. 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 2025.

  51. Potential Payments upon Termination or Change in Control

    | Name | Cash Payments ($) | Continuation of Welfare Plans ($) | Equity Vesting ($) | | Thomas V. Taylor (1) | | | | | Termination Without Cause | 1,978,737(2) | 18,567(3) | — | | Death | 1,178,737(4) | — | 3,292,040(12) | | Disability | 1,178,737(4) | — | — | | Termination Without Cause or Resignation for Good Reason Within One Year Following a change in Control | 3,578,737(5) | 18,567(3) | 5,237,075(13) | | Bradley S. Paulsen (1) | | | | | Termination Without Cause/Company Non-Renewal/Resignation for Good Reason | 2,528,605(6) | 33,792(8) | — | | Death | 528,605(4) | — | 526,729(12) | | Disability | 528,605(4) | — | — | | Termination Without Cause or Resignation for Good Reason Within One Year Following a change in Control | 5,028,605(7) | 33,792(8) | 1,580,250(13) | | Bryan H. Langley | | | | | Termination Without Cause/Company Non-Renewal/Resignation for Good Reason | 830,107(9) | 7,802(3) | — | | Death | 325,107(4) | — | 346,201(12) | | Disability | 325,107(4) | — | — | | Termination Without Cause Within One Year Following a Change in Control | 1,208,857(10) | 11,703(11) | 865,408(13) |

  52. 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 | 922,380(9) | 13,939(3) | — | | Death | 360,880(4) | — | 532,860(12) | | Disability | 360,880(4) | — | — | | Termination Without Cause Within One Year Following a Change in Control | 1,343,505(10) | 20,908(11) | 1,079,311(13) | | Ersan Sayman | | | | | Termination Without Cause/Company Non-Renewal/Resignation for Good Reason | 728,213(9) | 16,894(3) | — | | Death | 285,213(4) | — | 364,342(12) | | Disability | 285,213(4) | — | — | | Termination Without Cause Within One Year Following a Change in Control | 1,060,463(10) | 25,341(11) | 746,826(13) |

  53. Potential Payments upon Termination or Change in Control

    (1)Both Mr. Taylor’s and Mr. Paulsen’s payments are based on their amended Employment Agreements effective December 26, 2025, which better reflect their current severance benefits. (2)Represents an amount equal to (i) salary continuation for the remainder of the current term of the agreement as if his employment terminated on the first day of Fiscal 2026, plus (ii) his actual annual incentive bonus payout for Fiscal 2025. (3)Represents our payment for the employer portion of the cost of continuation health coverage for his family for 12 months following his termination. (4)Represents an amount equal to his actual annual incentive bonus payout for Fiscal 2025. (5)Represents an amount equal to (i) salary continuation for the remainder of the current term of the agreement as if his employment terminated on the first day of Fiscal 2026, plus (ii) his actual annual incentive bonus payout for Fiscal 2025, plus (iii) two times his Fiscal 2026 target bonus. (6)Represents an amount equal to (i) two times his base salary on the date of termination, plus (ii) his actual annual incentive bonus payout for Fiscal 2025. (7)Represents an amount equal to (i) two times his base salary on the date of termination, plus (ii) his actual annual incentive bonus payout for Fiscal 2025, plus (iii) two times his Fiscal 2026 target bonus. (8)Represents our payment for the employer portion of the cost of continuation health coverage for his family for 24 months following his termination. (9)Represents an amount equal to (i) one times his base salary on the date of termination, plus (ii) his actual annual incentive bonus payout for Fiscal 2025. (10)Represents an amount equal to (i) one times his base salary on the date of termination, plus (ii) his actual annual incentive bonus payout for Fiscal 2025, plus (iii) his Fiscal 2025 target bonus. (11)Represents our payment for the employer portion of the cost of continuation health coverage for his family for 18 months following his termination. (12)Represents the value of accelerated vesting of any outstanding RSUs that would have vested in the six-month period following the date of such termination of employment, using our closing stock price of $63.21 on December 24, 2025, consistent with the terms of our current RSU award agreement. (13)Represents 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 $63.21 on December 24, 2025, consistent with the terms of our current PSU award agreement.

  54. 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 2025, Fiscal 2024, Fiscal 2023, Fiscal 2022, and the fiscal year ended December 30, 2021 (“Fiscal 2021”). 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.”

  55. 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) | | | | 2025 | $10,667,062 | $2,022,257 | $3,321,205 | $1,949,804 | $68.08 | $152.79 | $208.6 | $4,684.1 | | 2024 | $8,421,072 | $(1,642,874) | $2,040,814 | $(864,861) | $108.85 | $165.12 | $205.9 | $4,455.8 | | 2023 | $15,516,834 | $23,458,383 | $4,631,434 | $7,186,862 | $122.66 | $142.50 | $246.0 | $4,413.9 | | 2022 | $6,282,314 | $(14,905,219) | $1,362,382 | $(1,990,516) | $76.46 | $127.48 | $298.2 | $4,264.5 | | 2021 | $5,143,661 | $23,822,167 | $1,477,609 | $5,718,110 | $139.99 | $158.85 | $283.2 | $3,433.5 |

  56. 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 2025 to calculate CAP for Fiscal 2025. 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 2025. 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 2025 contained in our 2025 Annual Report.

  57. Pay Versus Performance Disclosure

    | PEO SCT Total to CAP Reconciliation: | 2025 | | SCT Total | $10,667,062 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (7,700,188) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 5,110,330 | | 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 | (5,924,515) | | 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 | (130,432) | | CAP | $2,022,257 |

  58. Pay Versus Performance Disclosure

    | Average Non-PEO NEOs SCT Total to CAP Reconciliation: | 2025 | | Average SCT Total Compensation | $3,321,205 | | Average Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (2,012,509) | | Average Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 1,530,828 | | 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 | (854,162) | | 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 | (35,558) | | CAP | $1,949,804 |

  59. Pay Versus Performance Disclosure

    (3)The Non-PEO NEOs reflected in these columns are: (i) for Fiscal 2025: Bradley S. Paulsen, Bryan H. Langley, David V. Christopherson, and Ersan Sayman; (ii) for Fiscal 2024: Bryan H. Langley, Trevor S. Lang, David V. Christopherson, and Ersan Sayman; (iii) for Fiscal 2023 and Fiscal 2022: Bryan H. Langley, Trevor S. Lang, David V. Christopherson, and Brian K. Robbins; and (iv) for Fiscal 2021: 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 31, 2020 (the last trading day before Fiscal 2021) through December 25, 2025, calculated from the market close on the last trading day before Fiscal 2021 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 2025 Annual Report. The total shareholder return for each investment assumes that $100 was invested in our common stock and the S&P 500 Home Improvement Retail Index on December 31, 2020 through December 25, 2025, 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.

  60. 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.

  61. 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 for Fiscal 2025, based on data as of December 25, 2025, the last day of Fiscal 2025 (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 2025, approximately 91% 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 2025 was determined to be a full-time hourly employee. For Fiscal 2025: •The median of the annual total compensation of all employees of our company (other than our Fiscal 2025 CEO) was determined to be $35,586, and •the annual total compensation of our Fiscal 2025 CEO, as reported in the Summary Compensation Table included in this proxy statement, was $10,667,062. Based on this information, for Fiscal 2025, the ratio of the annual total compensation of our CEO in Fiscal 2025 to the median of the annual total compensation of all employees was 300 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 13,723 individuals with 13,713 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 2025. 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 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $35,586. With respect to the annual total compensation of our CEO for Fiscal 2025, we used the amount reported for Fiscal 2025 in the “Total” column of our Summary Compensation Table included in this proxy statement.

  62. COMPENSATION OF OUR DIRECTORS

    COMPENSATION OF OUR DIRECTORS

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

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

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

    | Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(5) | | All Other Compensation ($) | | Total ($) | | Norman Axelrod (Chairman) | | 218,750 | | 140,053 | | — | $358,803 | | Nada Aried | | 90,000 | | 140,053 | | — | $230,053 | | William Giles | | 105,000 | | 140,053 | | — | $245,053 | | Dwight James | | — | | 227,537 | | — | $227,537 | | Melissa Kersey | | 96,250 | | 140,053 | | — | $236,303 | | Ryan Marshall | | 90,000 | | 140,053 | | — | $230,053 | | Peter Starrett | | 15,000 | | — | | — | $15,000 | | Richard Sullivan | | 90,000 | | 140,053 | | — | $230,053 | | Felicia Thornton | | 100,000 | | 140,053 | | — | $240,053 | | George Vincent West(4) | | — | | — | | 100,000 | $100,000 | | Charles Young | | 87,500 | | 140,053 | | — | $227,553 |

  65. 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.” Mr. Starrett retired from the Board on February 28, 2025. Mr. Paulsen did not join the Board until December 26, 2025, the first day of Fiscal 2026. (2)As of December 25, 2025, no directors held any options. (3)For Fiscal 2025, 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 2025 as provided in the above table and as described below: For Fiscal 2025, 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 2025, our Board approved a grant of 1,436 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 2025. We previously maintained 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, and in Fiscal 2025, we terminated 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 2025 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 2025 contained in our 2025 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 25, 2025.

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

    | Name | RSUs Outstanding | | Norman Axelrod | 1,436 | | Nada Aried | 1,436 | | William Giles | 1,436 | | Dwight James | 2,333 | | Melissa Kersey | 1,436 | | Ryan Marshall | 2,901 | | Richard Sullivan | 1,436 | | Felicia Thornton | 1,436 | | Charles Young | 1,436 |