DEF 14A of BlueLinx Holdings Inc., Apr 9, 2026

DEF 14A of BlueLinx Holdings Inc.

Filed Apr 9, 2026 · FY20250001628280-26-024487

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board is currently authorized to have, and currently consists of, nine members, each with terms expiring at the Annual Meeting. Mr. Dominic DiNapoli retired from the Board when his term expired at the 2025 Annual Meeting, and the Company retained the services of an executive search firm to assist the Nominating and Governance Committee in identifying potential candidates for nomination to the Board to fill the vacancy. Ms. Christina M. Corley was identified as a potential director nominee through the process, and upon the recommendation of the Nominating and Governance Committee, the Board appointed Ms. Corley to serve as a director effective September 22, 2025, with her term expiring at the 2026 Annual Meeting. Our Board, based on the recommendation of our Nominating and Governance Committee and pursuant to our bylaws, has nominated Christina M. Corley, Anuj Dhanda, Kim S. Fennebresque, Keith A. Haas, Mitchell B. Lewis, Shyam K. Reddy, J. David Smith, Carol B. Yancey, and Marietta Edmunds Zakas, each a current member of our Board, for re-election at the Annual Meeting. Each director elected at the Annual Meeting will hold office until the next annual meeting of stockholders and the election of his or her successor. The Board believes each nominee for director will be able to stand for election. In addition, each of the persons nominated for election has agreed to serve if elected. If, for any reason, any of the nominees become unavailable for election, the individuals named in the enclosed proxy card may exercise their discretion to vote for any substitutes proposed by the Board. At this time, the Board knows of no reason why any nominee might be unavailable to serve. Our Board unanimously recommends a vote FOR each of the following director nominees:

  2. PROPOSAL 1: ELECTION OF DIRECTORS

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

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    To be elected in an uncontested election, such as this one, a director nominee must receive a majority of the votes cast with respect to that director at the meeting. Any nominee who is serving as a director (an incumbent) and does not receive a majority of the votes cast with respect to that director at the meeting, must submit an irrevocable offer of resignation for consideration by the Board. See “Majority Voting” below. Abstentions and broker non-votes are not counted as votes cast and will have no effect on the result of the vote for the election of directors.

  4. Information about Nominees

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

  5. Information about Nominees

    | Name | Position | | Christina M. Corley | Director (since 2025) | | Anuj Dhanda | Director (since 2023) | | Kim S. Fennebresque | Non-Executive Chairman of the Board of Directors (Director since 2013, Chairman since 2016) | | Keith A. Haas | Director (since 2022) | | Mitchell B. Lewis | Former President and Chief Executive Officer (2014-June 2021) and Director (since 2014) | | Shyam K. Reddy | President and Chief Executive Officer and Director (since 2023) | | J. David Smith | Director (since 2017) | | Carol B. Yancey | Director (since 2021) | | Marietta Edmunds Zakas | Director (since 2022) |

  6. Information about Nominees

    Christina M. Corley, 58, has served as a member of our Board since September 2025. Ms. Corley currently serves as Executive Advisor for CDW Corporation (NASDAQ: CDW), a Fortune 200 global provider of technology solutions, and has served in that role since January 2026. Ms. Corley joined CDW in 2011 and has served in a variety of leadership roles, including President of International and Vice Chair, Chief Commercial and Operating Officer, Senior Vice President, Commercial and International Markets, and Senior Vice President of Corporate Sales. Before joining CDW, she was a principal and the Chief Executive Officer of Corporate PC Source, which was acquired by Zones, Inc., where she spent eight years, most recently serving as President and Chief Operating Officer. Ms. Corley began her career in sales and marketing, holding various positions at IBM, Dataflex, a value-added reseller, and VisionTek, a PC hardware company. Ms. Corley holds a Bachelor’s Degree in Finance from the University of Illinois, and a Master’s Degree in Management and Strategy from Northwestern University Kellogg School of Management. Ms. Corley’s extensive commercial, technology, digital and innovation experience qualifies her to serve on, and be a valuable, member of, our Board. Anuj Dhanda, 63, has served as a member of our Board since May 2023. He currently serves as Executive Vice President and the Chief Technology and Transformation Officer of Albertsons Companies, Inc. (NYSE: ACI), one of the largest food and drug retailers in the United States. Prior to joining Albertsons Companies in 2015, Mr. Dhanda served as Senior Vice President of Digital Commerce and Chief Information Officer for Giant Eagle, Inc. from August 2013 to December 2015. From March 2008 to August 2013, Mr. Dhanda served as Chief Information Officer of PNC Financial Services (NYSE: PNC), a bank holding company and financial services corporation. Mr. Dhanda currently serves on the board of directors of Penn Entertainment, Inc. (NASDAQ: PENN). Mr. Dhanda earned a Bachelor of Commerce degree from Delhi University as well as a Master of Business Administration and Ph.D. in Management (Finance) degrees from Rutgers University. Mr. Dhanda’s extensive background in digital transformation, cybersecurity, merger integration and system modernization and 10 plus years of experience as a public company chief information officer and executive qualifies him to serve on, and be a valuable member of, our Board. Kim S. Fennebresque, 76, has served as a member of our Board since May 2013 and became Chairman in May 2016. Mr. Fennebresque served as a senior advisor to Cowen Group Inc., a financial services company, until December 2020. He also served as Chairman and Chief Executive Officer of Cowen Group Inc. and its predecessor SG Cowen from 1999 to 2008. Mr. Fennebresque currently serves on the board of directors of Ally Financial Inc. (NYSE: ALLY), is Chairman of the board of directors of Albertsons Companies, Inc. (NYSE: ACI), and is Chairman of the Supervisory Board of BAWAG Group, AG (VIE: BG). Mr. Fennebresque served on the board of directors of Ribbon Communications from October 2017 to March 2020, and as Chairman of Dahlman Rose Co., LLC, a financial services company, from 2010 to 2012, and as Chief Executive Officer of Dahlman Rose Co., LLC from July 2011 until August 2012. He has also served as head of the corporate finance and mergers & acquisitions departments at UBS (NYSE: UBS) and was a general partner and co-head of investment banking at Lazard Frères & Co. Mr. Fennebresque also held various positions at The First Boston Corporation (now UBS). He is a graduate of Trinity College and Vanderbilt Law School. Mr. Fennebresque’s extensive business experience, background in finance, and industry knowledge qualify him to serve on, and be a valuable member of, our Board. Keith A. Haas, 60, has served as a member of our Board since August 2022. Mr. Haas currently serves as Senior Vice President, Precast Group at Commercial Metals Company (CMC). Previously, Mr. Haas served as Chief Executive Officer of Foley Products Company LLC, a manufacturer of concrete products for water and electric infrastructure applications. He also served as a director at Northwest Hardwoods, Inc., where he has served since 2021 and has over 25 years of operational leadership experience in the building products industry. From 2021 to 2022, he served as Group Executive, Commercial at CRH plc where he had increasing executive leadership responsibilities in a diverse range of building products manufacturing and distribution. From 2019 to 2020, Mr. Haas served as President of CRH’s global Building Products Division, and from 2016 to 2018, as President of its Americas Products & Distribution Division. Mr. Haas also served as the Chief Executive Officer of CRH operating subsidiaries Oldcastle Architectural from 2008 to 2010 and Oldcastle Building Products from 2011 to 2015. Prior to joining CRH in 1995, he began his career as a project engineer at Amoco Chemical Company. Mr. Haas earned a Bachelor of Science degree in Mechanical Engineering from the Georgia Institute of Technology and a Master of Business Administration degree from Georgia State University. Mr. Haas’s business experience, including operational and executive leadership experience, and industry knowledge qualify him to serve on, and be a valuable member of, our Board. Mitchell B. Lewis, 64, has served as a Director of the Company since January 2014. From 2014 until his retirement in June 2021, he served as our President and Chief Executive Officer, and from June 2021 through December 2021, he was a senior advisor to the Company’s successor President and Chief Executive Officer. Mr. Lewis has held numerous leadership positions in the building products industry since 1992. Mr. Lewis served as a director and as President and Chief Executive Officer of Euramax International, Inc. (the predecessor of OmniMax International, LLC), a building products manufacturer, from February 2008 through November 2013. Mr. Lewis also served Euramax International, Inc. in the roles of Chief Operating Officer, Executive Vice President, and Group Vice President as well as President of its largest subsidiary. Prior to being appointed Group Vice President, Mr. Lewis served as President of Amerimax Building Products, Inc. Prior to 1992, Mr. Lewis served as Corporate Counsel with Alumax Inc. and practiced law with Alston & Bird LLP, specializing in mergers and acquisitions. Mr. Lewis served as a director from July 2019 through August 2025, and the Audit Chair from January 2024 through August 2025, of GMS Inc. (NYSE: GMS) until it was acquired by The Home Depot. He currently serves as Executive Chairman of the board of directors of Meteor Education, a portfolio company of Bain Capital. Mr. Lewis received a Bachelor of Arts degree in Economics from Emory University, and a Juris Doctor degree from the University of Michigan. Mr. Lewis’ position as our former Chief Executive Officer, financial expertise, management advisory expertise, and industry experience qualify him to serve on, and be a valuable member of, our Board.

  7. Information about Nominees

    Shyam K. Reddy, 51, became President and Chief Executive Officer and was appointed to the Board effective March 2023. Prior to becoming President and Chief Executive Officer and a Director, he served as Senior Vice President, Chief Legal and Sustainability Officer and Corporate Secretary from March 2022 to March 2023. Previously, Mr. Reddy served as Senior Vice President, Chief Administrative Officer, and Corporate Secretary of the Company from May 2019 to March 2022 and Senior Vice President and Chief Transformation Officer from April 2018 to May 2019. Mr. Reddy served as Senior Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary of the Company from May 2017 to April 2018, and as Senior Vice President, General Counsel and Corporate Secretary of the Company from June 2015 until May 2017. Prior to joining BlueLinx, he served as Senior Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary of Euramax International, Inc. (the predecessor of OmniMax International, LLC), from March 2013 to March 2015. Before joining Euramax International, Inc., Mr. Reddy was the Regional Administrator of the Southeast Sunbelt Region of the U.S. General Services Administration from March 2010 to March 2013. Mr. Reddy practiced corporate law in the Atlanta office of Kilpatrick, Townsend & Stockton LLP from August 2000 to March 2010, when he left as a partner. Mr. Reddy received a Bachelor of Arts degree in Political Science, a Master of Public Health degree from Emory University, and a Juris Doctor degree from the University of Georgia. Mr. Reddy’s positions as our President and Chief Executive Officer and his previous business and industry experience qualify him to serve on, and be a valuable member of, our Board. J. David Smith, 77, has served as a member of our Board since May 2017. Mr. Smith served as Chief Executive Officer and President of Euramax International, Inc. (the predecessor of OmniMax International, LLC), beginning in 1996, and served as the Chairman of its board of directors beginning in 2002, until his retirement in 2008. Before joining Euramax, Mr. Smith served as President of Alumax Fabricated Products, Inc. and as an officer of Alumax, Inc. from 1988 to 1996. He began his career serving in numerous senior management roles at Howmet Building Products, Inc. He also served as a member of the board of directors of GMS Inc. (NYSE: GMS) since 2014 until it was acquired by The Home Depot. Mr. Smith served as a member of the boards of directors of Commercial Metals Company from 2004 until January 2023, and Henry Company from 2017 until 2022. Mr. Smith also served as Chairman of the board of directors of Select Interior Concepts, Inc. from February 2019 until March 2020. Mr. Smith also served as Chairman of the board of directors of both Siamons International, Inc. until 2018, and Nortek, Inc. until 2016, where he also served as interim Chief Executive Officer in 2011. He also previously served as a director of Diversitech, Inc., Houghton International Inc., and Air Distribution Technologies, Inc. Mr. Smith has extensive operating and management experience in private and public international metals and building products companies. Mr. Smith received a Bachelor of Arts degree in Political Science from Gettysburg College. Mr. Smith’s financial expertise, management advisory expertise, and experience as an officer of public companies qualify him to serve on, and be a valuable member of, our Board. Carol B. Yancey, 62, has served as a member of our Board since February 2021. Ms. Yancey served as Executive Vice President and Chief Financial Officer of Genuine Parts Company (NYSE: GPC), a Fortune 200 global distributor of automotive and industrial parts, from March 2013 until her retirement in May 2022. She also held the title of Corporate Secretary from 1995 to 2015. From 1991 to 2013, Ms. Yancey served in various leadership and management positions at Genuine Parts, including Senior Vice President of Finance, Vice President, Assistant Corporate Secretary, Director of Shareholder Relations, and Director of Investor Relations. Prior to joining Genuine Parts, she spent six years in public accounting. She is currently a director of Oxford Industries, Inc. (NYSE: OXM). She earned a Bachelor of Business Administration in Accounting from the University of Georgia and is a Certified Public Accountant. Ms. Yancey’s financial expertise, which includes experience as a former chief financial officer of a public company, experience as a CPA, and experience in the oversight of financial reporting and internal controls, and her experience in the distribution industry, qualify her to serve on, and be a valuable member of, our Board. Marietta Edmunds Zakas, 67, has served as a member of our Board since August 2022. Ms. Zakas currently serves as Senior Advisor to Mueller Water Products (NYSE: MWA), a leading manufacturer of products and solutions used in the transmission, distribution, and measurement of water in North America. Previously, Ms. Zakas served as Chief Executive Officer of Mueller Water Products, and was a member of their board of directors from 2023 through February 9, 2026. Prior to that, Ms. Zakas served as Executive Vice President and Chief Financial Officer from 2018 to 2023. Prior to that, Ms. Zakas directed Mueller Water Products’ strategic planning, corporate development, investor relations and corporate communications activities since joining Mueller Water Products in 2006. Prior to that, Ms. Zakas spent five years with Russell Corporation, a leading athletic apparel, footwear, and equipment company, where she held a variety of positions culminating in her role as Corporate Vice President, Chief of Staff, Business Development and Treasurer. From 1993 to 2000, Ms. Zakas served as Corporate Vice President, Director of Investor Relations and Corporate Secretary for Equifax, Inc. (NYSE: EFX), a global analytics and technology company. Ms. Zakas began her career as an investment banker at Morgan Stanley. Ms. Zakas served from March 2011 to March 2022 as a non-executive Director at Atlantic Capital Bank and Atlantic Capital Bancshares, including serving as the Audit Committee Chair. Ms. Zakas earned a Bachelor of Arts degree with honors from Randolph Macon Woman’s College (now known as Randolph College), a Master of Business Administration degree from the University of Virginia Darden School of Business, and a Juris Doctor from the University of Virginia School of Law. Ms. Zakas’ financial expertise, experience in the oversight of financial reporting and internal controls, experience as a chief executive officer and as a chief financial officer of a public company, and executive leadership experience qualify her to serve on, and be a valuable member of, our Board.

  8. MORE INFORMATION ABOUT THE BOARD OF DIRECTORS

    MORE INFORMATION ABOUT THE BOARD OF DIRECTORS

  9. Elements of Compensation

    Elements of Compensation During fiscal 2025, compensation for our named executive officers consisted of the following components: •Base salary; •Annual performance-based cash awards under our Amended and Restated Short-Term Incentive Plan (“STIP”); •Long-term equity incentive compensation under our Long-Term Equity Incentive Plan (“LTIP”); and •Other perquisite and benefit programs. The Company did not achieve the threshold financial performance goals established under the 2025 STIP and, therefore, no cash bonuses were paid under the plan. As further discussed below, the Committee considered the impact of the challenging housing market relative to assumptions used to create the 2025 STIP goals and approved a pool for discretionary bonuses for eligible STIP participants, including the NEOs. The Committee approved these awards in order to encourage the retention of the Company’s talent in a competitive market, recognize the executive team’s contributions to the Company's accomplishments in the challenging market environment of fiscal 2025, and motivate the executive officers to focus on executing on the Company's business objectives for fiscal 2026. In addition to the above elements of compensation, Mr. Wall received a sign-on equity award of time-based restricted stock units having an aggregate value equal to $375,000 as of the date of grant, with such awards vesting ratably over three years, in connection with the commencement of his employment with the Company in May 2025. Ms. DeBrock also received a one-time discretionary cash bonus of $50,000 in connection with her service as the interim principal financial officer from January 25, 2025 until May 18, 2025. The compensation structure for each of our named executive officers is consistent with his or her employment agreement or offer letter, as applicable. The appropriate mix and amount of compensation for each named executive officer varies based on the level of the executive’s responsibilities, as determined by the Committee. The Committee may increase any component of compensation provided by an employment agreement to any of our named executive officers, and the Committee reviews base salaries and awards of cash incentives and equity-based compensation for potential adjustment on at least an annual basis. There is no established policy or formula for allocating any individual’s total compensation between cash and non-cash, or between short-term and long-term incentives. This approach is designed to provide the Company with flexibility to respond to marketplace and individual factors in attracting and retaining executive talent and encouraging performance, consistent with each executive’s employment agreement or offer letter, as applicable.

  10. Annual Cash Incentives

    Annual Cash Incentives We utilize cash incentives under the STIP as an incentive to promote achievement of individual performance and Company financial performance goals. The STIP is designed to: •Support our strategic business objectives; •Promote the attainment of specific financial goals; •Reward achievement of specific performance objectives; and •Encourage teamwork. Performance metrics and goals under the STIP. The determination of each NEO’s individual annual cash incentive is based on actual performance relative to specific financial performance metrics, which may be modified based on individual performance. For 2025, the Committee selected the following two financial performance metrics: (i) Adjusted EBITDA (weighted 60%) and (ii) Return on Working Capital (weighted 40%). The Committee set the target goals for each financial performance metric in alignment with the Company’s strategic plan. For fiscal 2025, the threshold, target, and maximum goals with respect to each performance metric were as follows:

  11. Annual Cash Incentives

    | Performance Metric | Threshold | Target | Maximum | | Adjusted EBITDA (in thousands)(1) | $96,921 | $114,024 | $171,036 | | ROWC(2) | 19.6% | 23.1% | 34.7% |

  12. Annual Cash Incentives

    (1)Adjusted EBITDA is a non-GAAP measure that management uses to evaluate the operating performance of the Company. Adjusted EBITDA, as we define it, is an amount equal to net income (loss) plus interest expense and all interest expense related items, income taxes, depreciation and amortization, and further adjusted for certain non-cash items and other special items, including compensation expense from share based compensation, one-time charges associated with the legal, consulting, and professional fees to our merger and acquisition activities, gains or losses on sales of properties, amortization of deferred gains on real estate, and expenses associated with our restructuring activities, such as severance, in addition to other significant and/or one-time, non-recurring, non-operating items. Adjusted EBITDA is not a presentation made in accordance with GAAP and is not intended to present a superior measure of the financial condition from those determined under GAAP. (2)ROWC (return on working capital) is a non-GAAP measure that we calculate as trailing twelve months’ Adjusted EBITDA divided by the sum of the trailing twelve months’ average of accounts receivable plus inventories less accounts payable and any bank overdrafts. ROWC is used by management to evaluate the efficiency and effectiveness of our use of working capital. NEO Annual Incentive Target under the STIP. Each named executive officer may earn between zero percent and 200 percent of his or her annual incentive target, depending on the level of achieved performance. For 2025, the Committee approved the following annual incentive targets (expressed as a percentage of base salary) for each NEO based on individual level of responsibility, market data and internal equity:

  13. Annual Cash Incentives

    | Officer | Threshold | Target | Maximum | | Shyam K. Reddy | 55% | 110% | 220% | | C. Kelly Wall | 40% | 80% | 160% | | Andrew Wamser | 40% | 80% | 160% | | Kimberly A. DeBrock | 20% | 40% | 80% | | Michael Wilson | 32.5% | 65% | 130% |

  14. Annual Cash Incentives

    If threshold performance is not achieved with respect to a performance metric, then no annual incentive amount is paid with respect to that performance metric. Achieved Performance and Incentive Payout under the STIP. During fiscal 2025, the Company achieved Adjusted EBITDA of $82,569,356, and ROWC of 17.5%, each of which was below the applicable threshold annual incentive target. Consequently, no annual cash bonuses were earned or paid to the NEOs for the fiscal 2025 performance year. The Committee, at its discretion, may adjust formulaic incentive payouts based on individual performance of a NEO and his or her contribution to the Company during the applicable fiscal year. The Committee did not exercise its discretion to adjust incentive payouts under the STIP for fiscal 2025. Consequently, no annual cash bonuses were earned or paid to the NEOs under the STIP for the fiscal 2025 performance year. The Committee considered the impact of the challenging housing market on the 2025 STIP results, and in particular the differences between economic assumptions used to set the 2025 performance goals and the actual economic environment during 2025. The Committee also considered the importance of retention given the competitive talent market, as well as the Company’s accomplishments despite the challenging market environment of fiscal 2025. Given these considerations, the Committee determined that it was appropriate to approve a pool for discretionary bonuses for eligible participants in the 2025 STIP, including the NEOs. The Committee approved individual payouts for the NEOs that were in line with or below the threshold level of payout under the 2025 STIP.

  15. Annual Cash Incentives

    | Officer | Discretionary Cash Bonus ($)(1) | % of 2025 STIP Target Award | | Shyam K. Reddy | 420,750 | 45% | | C. Kelly Wall | 129,000 | 45% | | Andrew Wamser | — | —% | | Kimberly A. DeBrock | 65,000 | 50% | | Michael Wilson | 137,000 | 45% |

  16. Annual Cash Incentives

    (1)These bonuses are reflected as part of the bonus compensation for 2025 in the Summary Compensation Table set forth below. The Committee determined the amount of Mr. Wall’s discretionary bonus based on his period of employment during the fiscal year. The Committee also awarded Ms. DeBrock an additional $50,000 cash bonus in connection with her service as interim principal financial officer from January 25, 2025 through May 18, 2025.

  17. Long-Term Equity Incentive Plan

    Long-Term Equity Incentive Plan The purpose of our Long-Term Equity Incentive Plan, or LTIP, is to provide incentives to our named executive officers to work towards the achievement of our long-term performance goals. A further purpose of the LTIP is to provide a means to attract individuals to become employees of the Company by providing these individuals with stock ownership and competitive compensation opportunities. We also consider the program a key retention tool. For these reasons, we believe this component of compensation further advances and aligns the interests of the Company and its stockholders. In setting each named executive officer’s target long-term incentive value, the Committee considers market data, the executive officer’s position, experience and performance, company performance and other relevant factors, including the terms of any applicable employment agreement or offer letter. Each named executive officer’s target long-term incentive value was allocated equally between market-based restricted stock unit ("RSU") awards and time-based RSU awards, with both sets of RSU awards granted on June 6, 2025. Time-based restricted stock units. The time-based RSU awards will vest in equal installments on each of the three annual anniversaries of the date of grant, generally subject to continued service through the applicable anniversary dates. Each RSU represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock. On each vesting date, a named executive officer will receive one share of our common stock for each RSU that then vests. Market-based restricted stock units. The Committee updated the LTIP structure for 2025, moving away from the 2024 financial performance metrics of cumulative Adjusted EBITDA and average ROWC measured over a three-year performance period. The 2025 LTIP awards consist of market-based RSUs that will vest solely based on relative Total Shareholder Return ("rTSR") over a three-year performance cycle ending June 30, 2028. The transition to rTSR is intended to strengthen the alignment between executive compensation and stockholder value, eliminate metric duplication across the short and long-term incentive plans, and recognize the challenge of establishing multi-year financial performance targets given the uncertain economic environment. The rTSR peer group, comprised of Russell 3000 companies within the category of Building Products and Trading Companies & Distributors, was selected to provide a relevant benchmark of companies with similar business models, operating risks, and market capitalizations. The market-based RSUs will vest in accordance with the following schedule:

  18. Long-Term Equity Incentive Plan

    | rTSR | Earned Percentage of Target Award | | 90th Percentile or above | 200% | | 75th Percentile | 150% | | 50th Percentile | 100% | | 25th Percentile | 50% | | 10th Percentile or below | 0% |

  19. Long-Term Equity Incentive Plan

    Payouts for performance between the specified percentiles will be determined using straight-line interpolation. No market-based RSUs will be earned if the Company’s rTSR is at or below the 10th percentile. The Committee retains final authority to evaluate performance results and approve payouts, ensuring alignment with the Company's compensation philosophy and established metrics. The market-based RSUs awards will vest on the date the Committee certifies performance following the end of the three-year performance period, subject to continued service through the applicable vesting date. On the vesting date, a named executive officer will receive one share of our common stock for each market-based RSU that then vests. The table below shows the number of market-based and time-based restricted stock units granted to the named executive officers in fiscal 2025.

  20. Long-Term Equity Incentive Plan

    | Officer | Market- Based RSUs | Time-Based RSUs | Total | | Shyam K. Reddy | 25,976 | 25,976 | 51,952 | | C. Kelly Wall(1) | 5,335 | 10,697 | 16,032 | | Andrew Wamser(1) | — | — | — | | Kimberly A. DeBrock(1) | — | 2,270 | 2,270 | | Michael Wilson | 4,348 | 4,347 | 8,695 |

  21. Long-Term Equity Incentive Plan

    _____________________ (1)In addition to the time-based restricted stock units Mr. Wall received in connection with the 2025 LTIP, he also received a one-time grant of 5,363 time-based restricted stock units in connection with the commencement of his employment with the Company. Mr. Wamser did not receive a grant under the 2025 LTIP due to his departure from the Company prior to the grant date. Ms. DeBrock did not receive market-based RSUs under the 2025 LTIP which is consistent with the compensation structure for employees at her grade level. The Committee considered the total dollar value of each named executive officer’s award, the economic environment at the time the grants were approved, and the shares available for grant under the LTIP when approving the grant.

  22. Role of Management and Compensation Consultant

    Role of Management and Compensation Consultant The Committee regularly consults with management regarding employee compensation matters, and our Chief Executive Officer makes compensation recommendations to the Committee for the other named executive officers; however, our Chief Executive Officer does not make a recommendation to the Committee for his own compensation. The Committee also considers market factors in making decisions about our compensation program, and the Committee has the authority to retain independent consultants and other advisors. In this regard, the Committee retained Meridian to periodically advise it on executive compensation matters and to provide compensation recommendations regarding our executive officers. In selecting Meridian, the Committee assessed Meridian’s independence, including the potential for conflicts of interests as required by NYSE listing requirements, and concluded that Meridian was independent and free from potential conflicts of interest. The Committee and the Company periodically discuss compensation issues and solicit compensation advice and data from Meridian. During 2025, Meridian provided the Committee with market data to assist with establishing compensation for our named executive officers. It also provided strategic consulting services with respect to compensation programs as well as other topics requested by the Committee. The Committee periodically reviews benchmarking studies and external market data from peer companies, and this data is among many of the variables considered by the Committee when making compensation decisions. Although management, our compensation consultant, and other invitees at Committee meetings may participate in discussions and provide input, final decisions on compensation for our named executive officers are solely the responsibility of the Committee. The Committee, in collaboration with Meridian, established a group of peer companies to assist in its review of market practices. The peers were selected to include companies within comparable industries of similar revenue size to the Company. The following companies reflect the peer group used by the Committee in 2025.

  23. Role of Management and Compensation Consultant

    | American Woodmark Corporation | DNOW Inc. | Patrick Industries, Inc. | | Armstrong World Industries | Global Industrial Company | Pool Corporation | | Applied Industrial Technologies, Inc. | GMS Inc. | Simpson Manufacturing Co, Inc. | | Beacon Roofing Supply | Installed Building Products, Inc. | SiteOne Landscape Supply, Inc. | | Boise Cascade Company | Louisiana-Pacific Corporation | TopBuild Corp. | | | MRC Global Inc. | |

  24. Employment Agreements and Offer Letters

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

  25. Employment Agreement with Mr. Wall

    Employment Agreement with Mr. Wall In connection with his appointment as Senior Vice President, Chief Financial Officer and Treasurer, we entered into an employment agreement, dated May 12, 2025, and effective as of May 19, 2025, under which Mr. Wall is entitled to receive an annual base salary of $575,000 and to participate in the STIP with an annual target cash incentive opportunity of 80% of his base salary (prorated for 2025 for the period of time he is employed with the Company). He also received a sign-on award of restricted stock units under the LTIP having an aggregate value equal to $375,000 as of the date of grant, with such award vesting in equal installments on the first three anniversaries of the date of grant, subject to his continued employment with the Company until the specified anniversary date. He is also eligible for annual awards under the LTIP and, for 2025, he received target LTIP awards with an aggregate grant date value equal to 125% of his base salary, consisting of a mixture of time-based and performance-based awards, consistent with similarly situated executives. The employment agreement also provides that Mr. Wall is eligible to participate in all benefit programs for which senior executives generally are eligible. Mr. Wall is eligible to receive a separation benefit of 100% of his annual base salary, a pro-rated portion of his target annual incentive bonus for the year of termination, and one year of continued healthcare coverage (or reimbursement of Mr. Wall’s cost of such coverage) if he is terminated without cause or resigns from the Company for good reason not in connection with a change in control of the Company, subject to Mr. Wall’s execution of a release of claims against the Company. In the event of a qualifying termination following a change of control of the Company, Mr. Wall is eligible to receive a separation benefit of 200% of his annual base salary, the pro-rated portion of his target annual incentive bonus, 18 months of continued healthcare coverage (or reimbursement of Mr. Wall’s cost of such coverage), and accelerated vesting of all unvested time-based equity awards (unless the agreements for such awards, or the applicable equity plan, provides otherwise), subject to Mr. Wall’s execution of a release of claims against the Company. Mr. Wall is also entitled to certain other perquisites available to executives of the Company, including directors and officers liability coverage. The agreement also contains customary employment terms and conditions, and in-term and post-term restrictive covenants, including covenants prohibiting him from disclosing confidential information, soliciting employees, customers, or vendors, or competing with the Company.

  26. Employment Agreement with Mr. Wamser

    Employment Agreement with Mr. Wamser In connection with his appointment as Senior Vice President and Chief Financial Officer, we entered into an employment agreement, dated July 6, 2023, and effective as of July 17, 2023, under which Mr. Wamser was entitled to receive an annual base salary of $575,000 and to participate in the STIP with an annual target cash incentive opportunity of 80% of his base salary (prorated for 2023 for the period of time he was employed with the Company). He also received a sign-on award of time-based restricted stock units under the LTIP having an aggregate value equal to $1,000,000 as of the date of grant, with such award vesting in equal installments on the first three anniversaries of the date of grant, subject to his continued employment with the Company until the specified anniversary date. He was also eligible for annual awards under the LTIP and, for 2023, he received target LTIP awards with an aggregate grant date value equal to 125% of his base salary, consisting of a mixture of time-based and performance-based restricted stock unit awards, consistent with similarly situated executives. The employment agreement also provided that Mr. Wamser was eligible to participate in all benefit programs for which senior executives generally are eligible. Mr. Wamser was eligible to receive a separation benefit of 100% of his annual base salary, a pro-rated portion of his target annual incentive for the year of termination, and one year of continued healthcare coverage (or reimbursement of Mr. Wamser’s cost of such coverage) if he was terminated without cause or resigned from the Company voluntarily for good reason not in connection with a change in control of the Company, and was eligible to receive a separation benefit of 200% of his annual base salary, a pro-rated portion of his target annual incentive, 18 months of continued healthcare coverage (or reimbursement of Mr. Wamser’s cost of such coverage), and accelerated vesting of his time-based and performance-based equity awards (unless the agreements for such awards, or the applicable equity award plan, provides otherwise) in the event of a qualifying termination following a change in control of the Company, in each case subject to Mr. Wamser’s execution of a release of claims against the Company. Mr. Wamser was also entitled to certain other perquisites available to executives of the Company. The agreement also contains customary employment terms and conditions, and in-term and post-term restrictive covenants, including covenants prohibiting him from disclosing confidential information, soliciting employees, customers, or vendors, or competing with the Company. On January 8, 2025, Mr. Wamser provided notice of his decision to resign from BlueLinx Holdings Inc., effective January 24, 2025. Mr. Wamser was not eligible to receive, and did not receive, any of the severance benefits described above in connection with his resignation.

  27. Timing of Equity Awards

    Timing of Equity Awards Although we do not have a formal policy with respect to the timing of our equity award grants, the Committee generally grants equity awards on a predetermined annual schedule, and we do not take material nonpublic information into account when determining the timing and terms of such awards. In addition, we do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We did not grant stock options, stock appreciation rights or similar option-like instruments during fiscal 2025.

  28. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth the compensation for fiscal 2025, 2024, and 2023, as applicable, awarded to our named executive officers for fiscal 2025.

  29. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Shyam K. Reddy(3) President and Chief Executive Officer | | | | | | | | | | 2025 | 838,154 | 420,750 | 4,086,804 | — | 23,514 | 5,369,222 | | | 2024 | 797,654 | — | 3,000,003 | 884,295 | 27,407 | 4,709,359 | | | 2023 | 725,760 | — | 3,380,390 | 785,292 | 17,077 | 4,908,519 | | C. Kelly Wall(4) Senior Vice President, Chief Financial Officer and Treasurer | | | | | | | | | | 2025 | 342,788 | 129,000 | 1,214,269 | — | 7,737 | 1,693,794 | | Andrew Wamser(5) Former Senior Vice President, Chief Financial Officer and Treasurer | | | | | | | | | | 2025 | 58,974 | — | — | — | 1,584 | 60,558 | | | 2024 | 575,000 | — | 718,704 | — | 6,216 | 1,299,920 | | | 2023 | 254,329 | — | 1,718,743 | 238,209 | 3,686 | 2,214,967 | | Kimberly A. DeBrock(6) Vice President and Chief Accounting Officer; Former Interim Principal Financial Officer | | | | | | | | | | 2025 | 321,037 | 115,000 | 152,930 | — | 9,703 | 598,670 | | Michael Wilson(7) Senior Advisor to the CEO; Former Chief Commercial Officer | | | | | | | | | | 2025 | 464,975 | 137,000 | 677,947 | — | 255,101 | 1,535,023 | | | 2024 | 443,423 | — | 568,714 | 288,012 | 10,855 | 1,311,004 |

  30. 2025 SUMMARY COMPENSATION TABLE

    _____________________ (1)Amounts reflect discretionary cash bonuses received by the named executive officer in 2025. For Ms. DeBrock, this amount also includes a discretionary bonus of $50,000 in connection with her service as the interim principal financial officer during a portion of 2025. (2)Amounts reflect the aggregate grant-date fair value of awards granted in the year indicated computed in accordance with Accounting Standards Codification Topic 718, “Compensation — Stock Compensation,” or ASC 718, excluding the impact of estimated forfeitures. Stock Awards consist of time-based RSUs, performance-based RSUs, and market-based RSUs. The time-based RSUs and the performance-based RSUs were valued using the closing price of common stock of the Company on the grant date. The market-based RSUs are subject to vesting based on rTSR and their grant-date fair value was estimated using a Monte Carlo simulation in an option pricing framework. The grant-date fair value of the market-based RSUs granted in fiscal 2025 was $2,336,801 for Mr. Reddy, $479,937 for Mr. Wall, and $391,146 for Mr. Wilson. If the maximum level of performance were to be achieved, the maximum potential value of these awards (calculated by multiplying the maximum number of shares by the closing price of our common stock on the grant date) would be $3,500,006 for Mr. Reddy, $718,838 for Mr. Wall, and $585,850 for Mr. Wilson. The time-based RSUs generally vest in increments over multi-year periods and the performance-based RSUs and the market-based RSUs are contingent on the satisfaction of certain performance conditions generally over a cumulative multi-year period. As a result, awards accounted for using the grant date fair value may not be indicative of the ultimate value the executive may receive under these grants. A discussion of the relevant assumptions made in the valuation of the awards may be found in Note 11 ("Share-Based Compensation") of the footnotes to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2026. (3)The amount set forth under “All Other Compensation” for fiscal 2025 consists of (i) an immaterial amount of Company-paid life insurance premiums on behalf of Mr. Reddy and (ii) the amount of $8,750 for Company matching contributions to the 401(k) plan and (iii) $10,000 for car allowance. (4)Mr. Wall was appointed Senior Vice President, Chief Financial Officer and Treasurer, effective May 19, 2025. The amount set forth under “All Other Compensation” for fiscal 2025 consists of Company matching contributions to the 401(k) plan and Company-paid life insurance premiums on behalf of Mr. Wall. (5)Mr. Wamser departed from his role as Senior Vice President, Chief Financial Officer and Treasurer, effective January 24, 2025. The amount set forth under “All Other Compensation” for fiscal 2025 consists of Company matching contributions to the 401(k) plan and Company-paid life insurance premiums on behalf of Mr. Wamser. (6)The amount set forth under “All Other Compensation” for fiscal 2025 consists of Company matching contributions to the 401(k) plan. (7)The amount set forth under “All Other Compensation” for fiscal 2025 includes $245,398 relating to the modification of certain time-based RSUs previously granted to Mr. Wilson that were modified on December 12, 2025 in connection with the Transition Agreement between the Company and Mr. Wilson. In accordance with FASB ASC Topic 718, the amount relating to the modification represents the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. This column also includes Company matching contributions to the 401(k) plan, and Company-paid life insurance premiums on behalf of Mr. Wilson. For a more detailed description of the terms of this Transition Agreement, please see "Employment Agreements and Offer Letters" above.

  31. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 The Committee granted annual cash incentive awards under our STIP and time-based RSU awards and market-based RSU awards under our LTIP to our named executive officers during fiscal 2025. Set forth below is information regarding awards granted in fiscal 2025. Mr. Wamser did not receive any plan-based awards during fiscal 2025.

  32. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards(3) # | Grant Date Fair Value of Stock and Option Awards(4) $ | | | | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | Shyam Reddy | | | | | | | | | | | STIP | | 467,500 | 935,000 | 1,870,000 | — | — | — | — | — | | RSUs | 6/6/25 | — | — | — | 7,793 | 25,976 | 51,952 | — | 2,336,801 | | RSUs | 6/6/25 | — | — | — | — | — | — | 25,976 | 1,750,003 | | C. Kelly Wall | | | | | | | | | | | STIP | | 145,962 | 291,923 | 583,846 | — | — | — | — | — | | RSUs | 5/19/25 | — | — | — | — | — | — | 5,363 | 374,981 | | RSUs | 6/6/25 | — | — | — | 1,601 | 5,335 | 10,670 | — | 479,937 | | RSUs | 6/6/25 | — | — | — | — | — | — | 5,334 | 359,352 | | Andrew Wamser | — | — | — | — | — | — | — | — | — | | Kimberly DeBrock | | | | | | | | | | | STIP | | 64,715 | 129,430 | 258,860 | — | — | — | — | — | | RSUs | 6/6/25 | — | — | — | — | — | — | 2,270 | 152,930 | | Michael Wilson | | | | | | | | | | | STIP | | 152,311 | 304,623 | 609,245 | — | — | — | — | — | | RSUs | 6/6/25 | — | — | — | 1,304 | 4,348 | 8,696 | — | 391,146 | | RSUs | 6/6/25 | — | — | — | — | — | — | 4,347 | 292,857 | | Modified RSUs | 12/12/25 | — | — | — | — | — | — | 5,953 | 245,398 |

  33. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    _____________________ (1)Represents the threshold, target and maximum amounts that the named executive officers could have earned with respect to fiscal 2025 under our STIP based on performance against pre-determined goals set by the Committee for Adjusted EBITDA and ROWC, measured on a Company-wide basis. The amounts actually earned are included in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. Each named executive officer’s target payment is expressed as a percentage of such officer’s annual base salary. For fiscal 2025, the target percentage was 110% for Mr. Reddy, 80% for Mr. Wall, 40% for Ms. DeBrock and 65% for Mr. Wilson. Mr. Wall's threshold, target and maximum amounts were pro-rated based on the portion of fiscal 2025 during which he was employed by the Company. See “Annual Incentives” for additional details. (2)Represents the threshold, target and maximum payouts under market-based RSUs granted to our named executive officers in fiscal 2025 under our LTIP. See “Long-Term Equity Incentive Plan” for additional details. (3)Represents the time-based RSUs granted to our named executive officers in fiscal 2025 under our LTIP. See “Long-Term Equity Incentive Plan” for additional details. For Mr. Wilson, this column also represents the modification of certain RSUs on December 12, 2025, in connection with the Transition Agreement between him and the Company. Pursuant to FASB ASC Topic 718, the amount reported for Mr. Wilson is the excess of the fair value of the modified award over the fair value of the original award immediately prior to the modification. No new underlying shares were issued in connection with the modification. (4)Represents the aggregate grant date fair value of awards calculated in accordance with FASB ASC Topic 718. The grant date fair value of the market-based RSUs was estimated to be $89.96 using a Monte Carlo simulation in an option pricing framework. The remaining awards were valued based on the grant date share price of our common stock of $67.37 on June 6, 2025 and $69.92 on May 19, 2025. The modification date share price for Mr. Wilson was $65.28 on December 12, 2025 which was the closing price of a share of our common stock on that date These amounts do not correspond to the actual economic value of the awards that may be realized by each of the named executive officers.

  34. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth certain information with respect to unexercised and/or unvested equity awards held on January 3, 2026, by each of our named executive officers.

  35. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Option/SAR Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Option Exercisable | Number of Securities Underlying Unexercised Option Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested(1) | Market Value of Shares or Units That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(3) | | Shyam K. Reddy(4) | — | — | — | — | 41,627 | 2,528,840 | 57,571 | 3,497,438 | | C. Kelly Wall(5) | | | | | 10,697 | 649,843 | 5,335 | 324,101 | | Andrew Wamser | — | — | — | — | — | — | — | — | | Kimberly A. DeBrock(6) | | | | | 2,930 | 177,998 | 1,341 | 81,466 | | Michael Wilson(7) | — | — | — | — | 7,402 | 449,672 | 10,604 | 644,193 |

  36. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    _____________________ (1)Consists of time-based RSUs generally subject to the executive’s continued service with the Company through the applicable vesting dates. See “Payments Upon Certain Events of Termination or Change in Control” and “Employment Agreements and Offer Letters” for information regarding any accelerated vesting in connection with these awards. (2)The market value of these awards was computed based on the closing price of our common stock on the NYSE on January 2, 2026, of $60.75. (3)Consists of performance-based RSUs granted in fiscal 2023 and fiscal 2024 and market-based RSUs granted in fiscal 2025. These awards vest on the date the Committee determines the Company’s performance under the terms of each award. See “Payments Upon Certain Events of Termination or Change in Control” and “Employment Agreements and Offer Letters” for information regarding any accelerated vesting in connection with these awards. (4)Mr. Reddy’s outstanding awards consists of 41,627 unvested time-based RSUs that vest as follows: 5,411 in one remaining installment (of a total grant of 16,234 shares that vest in three equal annual installments beginning on June 7, 2024); 10,240 in two remaining installments (of a total of 15,631 shares that vest in three equal annual installments beginning on June 7, 2025); and 25,976 in three equal annual installments beginning on June 6, 2026. Mr. Reddy’s outstanding awards also included 57,571 unvested performance-based and market-based RSUs of which 16,234 performance-based RSUs were granted on June 7, 2023, 15,361 performance-based RSUs were granted on June 7, 2024, and 25,976 market-based RSUs were granted on June 6, 2025, with each vesting according to their terms. (5)Mr. Wall's outstanding awards consists of 10,697 unvested time-based RSUs that vest as follows: 5,363 that vest in three equal annual installments beginning on May 19, 2026 and 5,334 that vest in three equal annual installments beginning on June 6, 2026. Mr. Walls’s outstanding awards also included 5,335 unvested market-based RSUs of which were granted on June 6, 2025, and vest according to their terms. (6)Ms. DeBrock’s outstanding awards consists of 2,930 unvested time-based RSUs that vest as follows: 232 in one remaining installment (of a total grant of 697 shares that vest in three equal annual installments beginning on October 18, 2026), 428 in two remaining installments (of a total grant of 643 shares that vest in three equal annual installments beginning on June 17, 2025), and 2,270 in three remaining installments that vest in three equal annual installments beginning on June 6, 2026. Ms. DeBrock’s outstanding awards also included 1,341 unvested performance-based RSUs of which 697 were granted on October 18, 2023 and 644 were granted on June 7, 2024, and vest according to the formula stated above. (7)Mr. Wilson’s outstanding awards consists of 7,402 unvested time-based RSUs that vest as follows: 1,114 in one remaining installment (of a total grant of 3,344 shares that vest in three equal annual installments beginning on June 7, 2024), 1,941 in two remaining installments (of a total grant of 2,912 in three equal annual installments beginning on June 7, 2025) and 4,347 in three equal annual installments beginning on June 6, 2026. Mr. Wilson’s outstanding awards also included 10,604 unvested performance-based and market-based RSUs of which 3,344 performance-based RSUs were granted on June 7, 2023, 2,912 performance-based RSUs were granted on June 7, 2024 and 4,348 market-based RSUs granted on June 6, 2025.

  37. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025

    OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025 The following table provides information for the named executive officers regarding (i) Company stock option exercises during 2025, including the number of shares acquired upon exercise and the value realized and (ii) the number of shares acquired upon the vesting of Company stock awards, each before payment of any applicable withholding tax.

  38. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Shyam Reddy | — | — | 11,233 | 764,724 | | C. Kelly Wall | — | — | — | — | | Andrew Wamser | — | — | — | — | | Kimberly A. DeBrock | — | — | 447 | 30,759 | | Michael Wilson | — | — | 3,659 | 259,934 |

  39. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025

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

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

    PAYMENTS UPON CERTAIN EVENTS OF TERMINATION OR CHANGE IN CONTROL As described above under “Compensation Discussion and Analysis — Employment Agreements and Offer Letters,” our named executive officers are entitled to receive payments and accelerated vesting of certain equity awards in connection with the termination of their employment by the Company in certain circumstances, including in the event of a change in control of the Company. The award agreements evidencing the RSUs granted to our named executive officers also provide for accelerated vesting in connection with the termination of their employment in certain circumstances. The tables that follow below describe these payments and the treatment of these awards under various circumstances as if they had occurred on and as of January 3, 2026. Mr. Wamser resigned from his role as Senior Vice President, Chief Financial Officer and Treasurer, effective January 24, 2025. He did not receive, nor was he entitled to, any of the severance benefits described below in connection with his resignation.

  41. CEO PAY RATIO

    CEO PAY RATIO Pursuant to SEC rules adopted in accordance with the Dodd Frank Wall Street Reform and Consumer Protection Act, the Company is required to disclose the ratio of its median employee’s annual total compensation for fiscal 2025, to the annual total compensation of its principal executive officer for fiscal 2025. The Company’s principal executive officer as of the end of fiscal 2025 was Shyam Reddy, who was serving as the Company’s President and Chief Executive Officer. Mr. Reddy had 2025 annual total compensation of $5,369,222 as reflected in the Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for fiscal 2025 (excluding Mr. Reddy) was $84,578. As a result, we estimate that Mr. Reddy’s 2025 annual total compensation was approximately 63.5 times that of our median employee. In determining the median employee, a listing was prepared of all employees as of December 31, 2025 (excluding Mr. Reddy). This list included approximately 2,045 employees, most of whom work on a full- time basis. Total cash compensation paid from December 29, 2024, to December 21, 2025 was gathered for each employee. We calculated the median employee’s 2025 compensation as it would appear in the Summary Compensation Table and compared that amount to Mr. Reddy’s 2025 compensation as it appears in the Summary Compensation Table. The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with the applicable SEC disclosure rules. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

  42. PAY VERSUS PERFORMANCE

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

  43. PAY VERSUS PERFORMANCE

    | Year | Summary Comp. Table Total for 1st PEO ($)(1) | Summary Comp. Table Total for 2nd PEO ($)(1) | Summary Comp. Table Total for 3rd PEO ($)(1) | Comp. Actually Paid to 1st PEO ($)(2)(5) | Comp. Actually Paid to 2nd PEO ($)(2)(5) | Comp. Actual Paid to 3rd PEO ($)(2)(5) | Average Summary Comp. Table Total for Non-PEO NEOs ($)(3) | Average Comp. Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (000’s) ($)(8) | Adj. EBITDA (000’s) ($)(9) | | | | | | | | | | | BXC TSR ($)(6) | Peer Group TSR ($)(7) | | | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 5,369,222 | — | — | 1,126,322 | — | — | 972,011 | 38,127 | 207.62 | 181.84 | 219 | 82,569 | | 2024 | 4,709,359 | — | — | 2,285,809 | — | — | 1,238,896 | 510,851 | 354.48 | 182.29 | 53,116 | 131,356 | | 2023 | 4,908,519 | 2,848,832 | — | 5,754,555 | 3,354,504 | — | 1,308,091 | 715,233 | 387.25 | 166.00 | 48,536 | 182,804 | | 2022 | — | 3,900,941 | — | — | 4,489,375 | — | 2,256,926 | 2,168,285 | 243.03 | 104.70 | 296,176 | 477,742 | | 2021 | — | 5,283,864 | 2,099,958 | — | 9,725,418 | 7,081,834 | 1,686,879 | 6,330,760 | 327.27 | 148.81 | 296,133 | 464,071 |

  44. PAY VERSUS PERFORMANCE

    ___________________ (1) Reflects compensation amounts reported in the Summary Compensation Table for each PEO. (2) Reflects “compensation actually paid” to Messrs. Lewis, Gibson and Reddy, respectively, calculated in accordance with SEC rules, which does not reflect compensation actually earned, realized or received by Messrs. Lewis, Gibson or Reddy. (3) Reflects the average of the compensation amounts reported in the Summary Compensation Table for our non-PEO NEOs for the respective years shown. The following non-PEO NEOs are included in the average figures shown: Fiscal 2021: Kelly Janzen, Shyam K. Reddy Fiscal 2022: Kelly Janzen, Shyam K. Reddy, Kevin A. Henry Fiscal 2023: Kelly Janzen, Kevin A. Henry, Tricia A. Kinney, Andrew Wamser Fiscal 2024: Michael Wilson, Tricia A. Kinney, Andrew Wamser Fiscal 2025: C. Kelly Wall, Kimberly DeBrock, Andrew Wamser, Michael Wilson (4) Reflects the average “compensation actually paid” to our non-PEO NEOs, calculated in accordance with SEC rules, which does not reflect compensation actually earned, realized or received by our non- PEO NEOs. The “compensation actually paid” in fiscal 2025 resulted in negative values primarily due to the decline in our stock price during 2025 and the awards forfeited by Mr. Wamser during 2025. (5) In accordance with SEC rules, the following adjustments were made to the total compensation of the 1st PEO for fiscal 2025 to determine his “compensation actually paid” and to the average total compensation of our non-PEO NEOs for fiscal 2025 to determine their average “compensation actually paid.” Prior fiscal years adjustments are disclosed in the Company’s proxy statements filed in fiscal 2025, fiscal 2024 and fiscal 2023, “Pay vs. Performance,” footnote 5. According to SEC guidance, subsequent tables may present only the most recent fiscal year unless material to an understanding of the table and relationships for the most recent fiscal year.

  45. PAY VERSUS PERFORMANCE

    | | 1st PEO ($) | Average for Non-PEO ($) | | Summary Compensation Table (SCT) | 5,369,222 | 972,011 | | Adjustments | | | | Less: Grant-date fair value of equity award amounts reported in SCT for covered year | (4,086,804) | (511,286) | | Plus: Year-end fair value of equity awards granted in covered year | 2,283,427 | 328,713 | | Change in fair value of outstanding, unvested awards granted in prior years(10) | (2,033,256) | (130,579) | | Fair value as of vesting date for awards granted and vested in covered year | — | — | | For awards granted in prior years that vest in the fiscal year, the change in fair value from the end of the prior fiscal year to the vesting date | (406,267) | (33,850) | | For awards granted in prior years that are determined to fail to meet the applicable vesting conditions (i.e., are forfeited), deduct the amount equal to the fair value at the end of the prior fiscal year | — | (586,882) | | Compensation Actually Paid | 1,126,322 | 38,127 |

  46. PAY VERSUS PERFORMANCE

    (6) For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the measurement periods ended on each of January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022, and January 1, 2022, assuming an initial investment of $100 in the Company’s stock on December 28, 2019. (7) For the relevant fiscal year, represents the cumulative total shareholder return of the S&P 600 Building Products Index for the measurement periods ended on each of January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022, and January 1, 2022, assuming an initial investment of $100 on January 2, 2021. (8) Reflects “Net Income” in the Company’s Consolidated Statements of Operations and Comprehensive Income included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022, and January 1, 2022. (9) Adjusted EBITDA is the most important financial performance measure used by the Company to link compensation actually paid to the PEO and non-PEO NEOs in fiscal 2025 to the Company’s performance. Adjusted EBITDA, a non-GAAP measure, is defined and described in “Compensation Discussion and Analysis.” (10) Includes adjustments made in fiscal 2025 to reflect estimated achievement probabilities for the performance goals under performance-based restricted stock units granted in fiscal 2024 as follows: 0% expected achievement, reduced from 100% expected achievement as of the end of fiscal 2024. For the performance-based restricted stock units granted in 2022 and 2023, actual and estimated achievement of the performance goals were adjusted in fiscal 2024 and no subsequent adjustments were made in 2025 for these grants. Actual achievement of the performance goals for the unvested performance-based restricted stock units granted in fiscal years 2023 and 2024 will not be known until the end of the 3-year cumulative performance periods and could differ from the estimates reflected herein.

  47. Relationship Between Compensation Actually Paid and Performance Measures

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

  48. DIRECTOR COMPENSATION FOR 2025

    DIRECTOR COMPENSATION FOR 2025 The following table sets forth the compensation for each person who was a member of our Board for fiscal 2025, other than Mr. Reddy, who served as the President and Chief Executive Officer of the Company during fiscal 2025 and whose compensation is reported above in the 2025 Summary Compensation Table.

  49. DIRECTOR COMPENSATION FOR 2025

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Christina M. Corley | 25,577 | 94,875 | — | 120,452 | | Anuj Dhanda | 95,000 | 145,014 | — | 240,014 | | Dominic DiNapoli | 43,125 | — | — | 43,125 | | Kim S. Fennebresque | 140,000 | 225,003 | — | 365,003 | | Keith A. Haas | 95,000 | 145,014 | 17,908 | 257,922 | | Mitchell B. Lewis | 107,500 | 145,014 | 12,124 | 264,638 | | J. David Smith | 125,000 | 145,014 | — | 270,014 | | Carol B. Yancey | 125,000 | 145,014 | 12,124 | 282,138 | | Marietta Edmunds Zakas | 95,000 | 145,014 | — | 240,014 |

  50. DIRECTOR COMPENSATION FOR 2025

    _____________________ (1)Our directors who are not employees of the Company receive an annual director’s retainer fee that consists of both a cash component and an equity component, as further described below. All directors, including those directors who are employed by the Company, are entitled to reimbursement for travel and out-of-pocket expenses in connection with their attendance at Board and committee meetings, and may, at the discretion of the Board, be entitled to additional fees for special or extraordinary services for or on behalf of our Board or Company. For fiscal 2025, the Board approved the following cash retainer arrangements: (i) each non-employee director other than our Chairman of the Board received an annual cash retainer of $95,000 for their services as a director of the Company during fiscal 2025 and (ii) our current Chairman of the Board, Mr. Fennebresque, received an annual cash retainer of $140,000 for his services as Chairman and a director of the Company during fiscal 2025. In addition, for fiscal 2025, the Chair of our Audit Committee received an additional annual cash retainer of $30,000, the Chair of our Human Capital and Compensation Committee received an additional annual cash retainer of $30,000, and the Chair of our Nominating and Governance Committee received an additional annual cash retainer of $20,000, in each case for their service as the Chair of such committee. Mr. DiNapoli and Ms. Corley each received pro-rated annual cash retainers for their 2025 Board service. Mr. DiNapoli and Mr. Lewis also received a pro-rated cash retainer for their respective service as Chair of the Nominating and Governance Committee during 2025. (2)For fiscal 2025, each non-employee director also received an annual equity award in time-based restricted stock units. To encourage directors to have a meaningful ownership stake in the Company during their tenure on our Board, the outstanding restricted stock units vest one year from the grant date. For fiscal 2025, each non-employee director, except for Ms. Corley as described below, received approximately $145,000 in time-based restricted stock units, and Mr. Fennebresque received approximately $225,000 in time-based restricted stock units for his service as Chairman of the Board. The amounts in this column were calculated based on the grant date fair value of our common stock, in accordance with FASB ASC Topic 718. These awards consisted of restricted stock units, granted on May 19, 2025, with a one-year vesting term. Ms. Corley received a pro-rated grant of restricted stock units on September 30, 2025, which is scheduled to vest in full on May 19, 2026. The grant date fair value may not be indicative of the ultimate value the director may realize under these grants. (3)Directors Haas, Lewis and Yancey opted to be part of the Company’s health insurance benefits plan. The portion of the premiums paid by the Company are listed in “All Other Compensation.”