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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.   )

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Lumber Liquidators Holdings, Inc.


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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 24, 2017

20, 2020


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To Our Stockholders:

The Annual Meeting of the Stockholders (the “Annual Meeting”) of Lumber Liquidators Holdings, Inc. will be held on Wednesday, May 24, 2017,20, 2020, at 10:00 a.m., at the Hilton Garden Inn Williamsburg, 1624its principal executive offices, 4901 Bakers Mill Lane, Richmond, Road, Williamsburg, Virginia, for the following purposes:

1.To elect three directors, Dennis R. Knowles, David A. Levin, and Martin F. Roper to hold office until the 2020 Annual Meeting of Stockholders and until their successors are elected and qualified (Proposal One);
2.To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 (Proposal Two);
3.To approve a non-binding advisory resolution approving the compensation of our named executive officers (Proposal Three);
4.To provide a non-binding advisory vote as to the frequency (every one, two or three years) of the non-binding advisory stockholder vote to approve the compensation of our named executive officers (Proposal Four); and
5.To consider and act upon any other business which may properly come before the Annual Meeting or any adjournments or postponements thereof.

1.
To elect two directors, David A. Levin and Martin F. Roper, to hold office until the 2023 Annual Meeting of Stockholders or until their successors are elected and qualified (Proposal One);
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2.
To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal Two);
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3.
To approve a non-binding advisory resolution approving the compensation of our named executive officers (Proposal Three); and
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4.
To consider and act upon any other business which may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Only stockholders of record at the close of business on March 27, 201723, 2020 are entitled to notice of, and to vote at, the Annual Meeting.

The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.

Whether or not you plan to attend the Annual Meeting, your vote is very important. Please vote. There are four ways that you can cast your vote — by Internet, by telephone, by mail or in person at the Annual Meeting. Voting by the Internet or telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage and proxy tabulation costs. Please do not return the enclosed paper ballot if you are voting over the Internet or by telephone.

Any stockholder who later finds that he or she can be present at and would like to vote at the Annual Meeting, or for any reason desires to do so, may revoke his or her proxy at any time before it is voted.

We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the public health and travel concerns our stockholders may have and protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as soon as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our Annual Meeting website at www.investors.lumberliquidators.com/proxy for updated information. If you are planning to attend our Annual Meeting, please check the website one week prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.
By order of the Board of Directors,

/s/ Jill Witter

Jill WitterM. Lee Reeves
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M. Lee Reeves
Secretary

Toano,

Richmond, Virginia
April 12, 2017

8, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 24, 2017.

20, 2020.

The proxy statement and the 20162019 Annual Report to Stockholders on Form 10-K are available atwww.investors.lumberliquidators.com/proxy.

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Page
Proxy Statement
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Proposal One — Election of Directors
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Corporate Governance
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Executive Officers
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Executive Compensation
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Director Compensation
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Securities Ownership​38​​
Securities Ownership
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Certain Relationships and Related Transactions
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Auditor Information
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Proposal Two — Ratification of the Selection of Independent Registered Public Accounting
Firm
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Proposal Three — Non-binding Advisory (Non-Binding) Vote on Approving Compensation of Named Executive Officers Compensation
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Proposal Four — Non-binding Advisory Vote As to Frequency of Non-Binding Advisory Stockholder Vote to Approve Compensation of Named Executive Officers45
Deadlines for Submission of Stockholder Proposals
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Other Matters
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Availability of Annual Report on Form 10-K
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Voting Proxies
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PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Lumber Liquidators Holdings, Inc. (the “Company,” “us” or “we”) for use at the 20172020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 24, 2017,20, 2020, at the time and place set forth in the notice of the meeting, and at any adjournments or postponements thereof.

We are providing access to our proxy materials, including this Proxy Statement, our annual report on Form 10-K and an electronic form of proxy card, primarily over the Internet rather than mailing paper copies of those materials to each stockholders.stockholder. On or about April 12, 2017,8, 2020, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which provides website and other information for the purpose of accessing our proxy materials. You may access the proxy materials on the website referred to in the Notice or request a printed or electronic set of the proxy materials. Instructions on how to access the proxy materials through the Internet or to request a printed or electronic copy may be found in the Notice.

Stockholders may vote in any of the following four ways — by Internet, by telephone, in person at the Annual Meeting or, if you requested printed copies of the proxy materials, by signing, dating and mailing the proxy card you receive in the envelope provided.

A properly executed proxy will be voted in the manner directed by the stockholder. If no instructions are specified, proxies will be voted for the director nominees listed in Proposal One, and in favor of Proposals Two and Three, and for an annual vote under Proposal Four.Three. In addition, if other matters properly come before the Annual Meeting or any adjournments or postponements thereof, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on such matters in accordance with their best judgment. The Board does not presently know of any other such business.

Any person has the power to revoke a proxy by submitting a subsequent vote using any of the methods described above, by voting in person at the Annual Meeting, or by giving written notice of revocation to our corporate secretary at any time before the proxy is exercised. Your latest proxy card, telephone vote or Internet proxy with respect to the same shares is the one that will be counted. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the Annual Meeting, you will not be permitted to vote in person unless you first obtain a legal proxy issued in your name from the record holder.

A quorum is necessary for the transaction of business at the Annual Meeting. A quorum exists when a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting is present either in person or represented by proxy at the Annual Meeting. Abstentions, broker non-votes and votes withheld for director nominees will count as “shares present” at the Annual Meeting for purposes of determining whether a quorum exists.

If you own your shares of common stock in street name, which means that your shares are registered in the name of your bank, broker or its nominee, your shares of common stock may be voted even if you do not provide your bank, broker or other nominee with voting instructions. Under the rules of the New York Stock Exchange (“NYSE”), your bank, broker or other nominee may vote your shares of common stock in its discretion on “routine” matters. However, NYSE rules do not permit your bank, broker or other nominee to vote your shares of common stock on proposals that are not considered routine. When a proposal is not a routine matter and your bank, broker or other nominee has not received your voting instructions with respect to such proposal, your bank, broker or other nominee cannot vote your shares of common stock on that proposal. It is called a “broker non-vote” when a bank, broker or other nominee does not cast a vote for a routine or a non-routine matter.

Please note in the absence of your specific instructions as to how to vote, your bank, broker or other nominee may not vote your shares with respect to (1) the election of the director nominees or (2) the non-binding proposal regarding the approval of the compensation of our named executive officers; or (3) the non-binding proposal regarding the non-binding vote as to the frequency of the non-binding stockholder vote regarding the approval of the compensation of our named executive officers. Under NYSE rules, these matters are not considered routine matters. Based on NYSE rules, we believe that the ratification of the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm is a


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routine matter for which brokerage firms may vote on behalf of their clients if no voting instructions are provided. Therefore, if you are a stockholder whose shares of common

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stock are held in street name with a bank, broker or other nominee and you do not return your voting instruction card, your bank, broker or other nominee may vote your shares FOR the ratification of the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm.

firm for the fiscal year ending December 31, 2020.

With respect to the election of directors, votes may be cast in favor or withheld. If a quorum is present, such election will be decided by plurality vote of the votes cast at the Annual Meeting, either in person or by proxy; provided, however, that any director so elected thatwho does not receive an affirmative vote of the majority of the votes cast by shares entitled to vote in the election shall submit his/her resignation to the Board. The Board is not legally obligated to accept such resignation, and can take other factors into consideration, including but not limited to, the individual’s history on the Board, relevant outside work experience, knowledge of industry, and knowledge of regulatory requirements, and choose to retain the director if the director otherwise received the highest number of shares voted. Therefore, abstentions, broker non-votes or withheld shares will have no effect on the outcome of the election of directors. Brokers may not vote on the election of directors without instructions from the beneficial owners of the shares. Subject to the limitation set forth above, the threetwo nominees for Class II director receiving the highest number of votes cast in person or by proxy at the Annual Meeting will be elected.

For approval of the ratification of auditors and the advisory vote on executive compensation, votes may be cast for or against or you may abstain from voting. If a quorum is present, the votes cast at the Annual Meeting for each of these proposals, either in person or by proxy, must exceed the votes cast against the action for approval. Abstentions and broker non-votes will have no effect on the outcome of such proposals. Regarding the advisory vote on the frequency of the advisory votes on executive compensation, votes may be cast for a frequency of one year, two years or three years, or you may abstain from voting. The frequency receiving the highest number of votes cast will be the voting frequency that stockholders advise. Abstentions and broker non-votes will not be included in the total of votes cast and will not affect the outcome of the votes.

Our inspector of elections will tabulate the votes cast by each proxy and in person at the Annual Meeting.

We will bear the cost of the solicitation.solicitation of proxies for the Annual Meeting. In addition to mailing this materialthe proxy materials to stockholders, we have asked banks and brokers to forward copies to persons for whom theywho hold our stock and request authority for execution of the proxies. We will reimburse the banks and brokers for their reasonable out-of-pocket expenses in doing so. Our officers and regular employees, without being additionally compensated, may solicit proxies by mail, telephone, telegram, facsimile or personal contact. All reasonable proxy soliciting expenses will be paid by us in connection with the solicitation of votes for the Annual Meeting.

Our principal executive offices are located at 3000 John Deere Road, Toano,4901 Bakers Mill Lane, Richmond, Virginia 23168,23230, and our telephone number (757) 259-4280.

is (804) 463-2000.

Record Date and Voting Securities

Only stockholders of record at the close of business on March 27, 201723, 2020 are entitled to notice of and to vote at the Annual Meeting. On that date, we had outstanding and entitled to vote 28,382,82728,765,485 shares of common stock, $0.001 par value per share. Each outstanding share of our common stock entitles the record holder to one (1) vote on each matter.

Directions to Annual Meeting

Directions to attend the Annual Meeting, where you may vote in person, may be obtained by calling Investor Relations at (757) 566-7512.(804) 420-9801. If your shares are held by a bank, broker or other holder of record (commonly referred to as registered in “street name”), you are considered a beneficial owner of those shares rather than a shareholder of record. In that case, you must present proof of your beneficial ownership of our common stock, such as a recent bank or brokerage statement, for admission to the Annual Meeting.


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ELECTION OF DIRECTORS

The Board is currently fixed by resolution of the Board at eightseven members divided into three classes. The three-year terms of each class are staggered so that the term of one class expires at each annual meeting. The term of office of our Class II directors will end at this year’s Annual Meeting of Stockholders. Our Class I directors’ terms will end at the Annual Meeting of Stockholders in 2019.2022. Our Class III directors’ terms will end at the Annual Meeting of Stockholders in 2018.2021. Each director serves a three-year term and will continue in office until a successor has been elected and qualified, subject to earlier resignation, retirement or removal from office. During 2016, certain vacancies occurred on our Board. In addition, Peter B. Robinson is not standing for re-election to the Board. Furthermore, during 2016, the Company agreed, in connection with the previously-announced definitive settlement agreement, dated July 18, 2016, with the lead plaintiff in the consolidated derivative action,In re Lumber Liquidators Holdings, Inc. Shareholder Derivative Litigation (the “Derivative Litigation”), to appoint a candidate to a full term of the Board, which candidate would be selected using an agreed upon process. In order to facilitate the adherence to the terms of the Derivative Litigation settlement, the nominees set forth in this Proxy Statement have been nominated as Class II directors with a three-year term expiring in 2020 (Proposal One). In addition, there is currently a vacancy on the Board related to the Class I directors with a three-year term expiring in 2019. The Board is continuing its search for a qualified candidate to fill the Class I director vacancy.

The following pages set forth information concerning the nominees and the directors whose terms of office will continue after the Annual Meeting including certain experiences, qualifications, attributes and/or skills that led the Board to conclude that each of them should serve as a director.

If any nominee is unable to serve as a director, the persons named in the enclosed proxy reserve the right to vote for a lesser number of directors or for a substitute nominee designated by the Board, to the extent consistent with our Certificate of Incorporation and our Bylaws. All of the nominees listed abovebelow have consented to be nominated and to serve if elected. We do not expect that any nominee will be unable to serve.

Should all the nominees be elected to our Board, the director classes after the 20172020 Annual Meeting of Stockholders will be as follows:

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Class IIII
Terms expiring
at 20182022 annual meeting
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Class III
Terms expiring
at 20192023 annual meeting
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Class IIIII
Terms expiring
at 20202021 annual meeting
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​Terri Funk Graham
Famous P. Rhodes		​​David A. Levin
Martin F. Roper		​​Douglas T. Moore
Nancy M. Taylor
Jimmie L. Wade		W. Stephen Cannon
Vacancy		Dennis R. Knowles
David A. Levin
Martin F. Roper​
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PROPOSAL ONE
 
ELECTION OF THREE CLASS II DIRECTORS

The Nominating and Corporate Governance Committee, in conjunction with the lead plaintiff of the Derivative Litigation identified and recommended David A. Levin to the Board as a mutually agreeable candidate. Accordingly, the Board, based on the aforesaid recommendations of the lead plaintiff in the Derivative Litigation and the Nominating and Corporate Governance Committee, has nominated Mr. Levin for election to the Board as a Class II director for a three-year term ending in 2020. Additionally, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Dennis R. KnowlesDavid A. Levin and Martin F. Roper for re-election to the Board as Class II directors for three-year terms ending in 2020.

2023.

Nominees for Election for Terms Expiring in 20202023 (Class II)

Dennis R. Knowles

David A. Levin, 52,68, has been a director since December 2016. In connection with his assumption ofMay 2017. Mr. Levin served as the role as our president and chief executive officer Mr. Knowles was recommended for election to the Board by the Nominating and Corporate Governance Committee. Mr. Knowles has served as our president and chief executive officer since November 2016, and has served as our chief operating officer since March 2016. Prior to assuming the position as our chief operating officer, Mr. Knowles served in various roles at Lowe’s Companies, Inc. from 2001 to 2015, most recently as chief store operations officer from 2012 to 2015 and as senior vice president of store operations and specialty sales from 2010 to 2012. Prior to 2001, Mr. Knowles served as a regional vice president with Payless Cashways.

As a member of our Board and our president, chief executive officer and chief operating officer, Mr. Knowles has experience with and knowledge of, among other things, our business plans, personnel, risks and financial results. Additionally, due to his significant prior retail experience as well as his more than 25 years of leadership experience in store and business operations, Mr. Knowles possesses business, financial and risk management expertise. His experience has also provided him with insight, perspective and knowledge regarding our business, growth, operations and personnel.

David A. Levin, 65, has been President and Chief Executive Officerdirector of Destination XL Group, Inc. (“DXLG”), and one of its directors, sincea specialty apparel retailer, from April 2000.2000 to December 2018. From January 2019 to April 2019, Mr. Levin has been instrumental in transforming DXLG from a company which exclusively operated Levi Strauss & Co. branded apparel to the largest specialty retailer of big & tall men’s apparel. From 1999 to 2000, he served as theacting chief executive vice presidentofficer of eOutlet.com. Mr. Levin was president of Camp Coleman, a division of The Coleman Company, from 1998 to 1999. Prior to that Mr. Levin was president of Parade of Shoes, a division of J. Baker,Destination XL Group, Inc., from 1995 to 1997. Mr. Levin was also president of Prestige Fragrance & cosmetics, a division of Revlon, Inc., from 1991 to 1995. He also served on the board of directors of Christopher & Banks Corporation, a specialty women’s apparel retailer, from June 2012 until June 2016. Levin received a B.A. from the University of Iowa.

Mr. Levin brings to the Board more than 30 years of retail experience and extensive experience as the president and chief executive officer of a public retail company. Mr. Levin has developed wide-ranging business and leadership skills in addition to significant experience in the areas of merchandising, marketing and operational issues. Further, he has experience serving on the boards of public companies.

Mr. Levin has been a member of our Compensation Committee since May 2017, and its Chairperson since May 2019, and a member of our Audit Committee since May 2019. Mr. Levin also served as a member of our Compliance and Regulatory Affairs Committee from May 2017 until May 2019.

Martin F. Roper, 54,57, has been a director since April 2006. In September 2019, Mr. Roper iswas named president of All Market, Inc., a healthy branded beverage and coconut water supplier. From January 2001 until April 2018, Mr. Roper served as the president and chief executive officer of The Boston Beer Company, Inc., a craft brewer, where he hashad worked as an employee since 1994. Prior to assuming his current positions in January 2001, he hadMr. Roper served ason the president and chief operating officerboard of directors of Boston Beer since December 1999.from 1999 until his retirement in April 2018. Since November 2018, Mr. Roper has served on the board of Financial Information Technologies, LLC (Fintech), a private company providing solutions to alcohol beverage distributors and retailers. Since September 2019, Mr. Roper has served on the board of directors of Boston Beer since 1999. He holdsBio-Nutritional Research Group, Inc., the producer and marketer of Power Crunch energy bars.
As a B.A. in engineering and M.Eng. from Cambridge University and an M.B.A. from Harvard Business School.

As aformer director and chief executive officer of a publicly traded company, Mr. Roper has senior management, strategic development and financial skills. In addition, Mr. Roper possesses experience in public relations, consumer marketing, investor relations, product development and risk management. Mr. Roper has served on our Board for approximately eleven years and has been Chairman of the Compensation Committee and a member of the Audit Committee since our IPO.initial public offering and Chairperson of the Compliance and Regulatory Affairs Committee since May 2019. Mr. Roper also served as Chairperson of the Compensation Committee from our initial public offering until May 2019. His experience as a director has provided him with insight, perspective and knowledge regarding our business, growth, operations and personnel.

The Board of Directors recommends a vote FOR the
election of Messrs. Knowles, Levin and Roper.

Roper for
a three-year term expiring in 2023.

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Incumbent DirectorDirectors Whose Term ExpiresTerms Expire in 20192022 (Class I)

W. Stephen Cannon

Terri Funk Graham, 65,54, has been a director since March 2016. Mr. CannonSeptember 2018. Ms. Graham is a branding strategy consultant. Ms. Graham previously served as chief marketing officer – Red Envelope for Provide Commerce, Inc., an e-commerce gifting company, from July 2013 to September 2014. Prior to that position, Ms. Graham, who joined Constantine Cannon LLP,Jack in the Box Inc., a law firm,restaurant company that operates and franchises Jack in 2005the Box and Qdoba Mexican Grill restaurants, in 1990, most recently served as the managing partner of Constantine Cannon LLP’s Washington D.C. office and has been chairperson of the firm since 2007. From 1994 to 2005, Mr. Cannon was the senior vice president general counsel and secretarychief marketing officer from September 2007 to December 2012. Since 2013, Ms. Graham has served on the board of Circuit City Stores,directors of Sprouts Farmers Market, Inc., a retailerhealthy grocery store, as well as serving on its Compensation Committee, and she is the chairperson of consumer electronics, which, at the time, was publicly tradedits Nominating and Corporate Governance Committee. Since August 2019, Ms. Graham has served on the New York Stock Exchange. Prior to joining Circuit City, Mr. Cannon served as a partner at the law firmboard of Wunder, Diefenderfer, Ryan, Cannon and Thelen and spent ten years in government service, including positions at the U.S. Departmentdirectors of Justice and the U.S. Senate Committee on the Judiciary. During the past five years, Mr. Cannon served as a director of Crocs, Inc.

Mr. Cannon has demonstrated significant legal and business expertise through his role as general counsel of Circuit City, a public company with significant retail operations. This experience, among other things, assists the Board with its risk oversight. Mr. Cannon’s legal expertise also provides him with an understanding of various public company requirements, including corporate governance and SEC developments. He also has previous experience serving as a director of Crocs,CV Sciences, Inc., a consumer product and drug development company focused on the CBD industry, as well as the chair of its

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Compensation Committee and a member of its Corporate Governance and Nominating Committee. Ms. Graham served on the board of directors of 1-800 Contacts, an online retailer of contact lenses, from July 2015 to January 2016 and Hot Topic, Inc., a formerly publicly traded specialty retailer, from June 2012 to June 2013.
Ms. Graham has over 30 years of branding and marketing experience in the retail industry, including extensive knowledge of digital and e-commerce business. Ms. Graham brings her public company.company board experience to our Board, including a strong corporate governance background. Ms. Graham has been a member of our Compensation Committee and Nominating and Corporation Governance Committee since September 2018. Ms. Graham became Chairperson of the Nominating and Corporate Governance Committee in May 2019.
Famous P. Rhodes, 45, has been a director since December 2017. Mr. CannonRhodes currently serves as corporate vice president, chief marketing and technical officer of RV Retailer, LLC, a recreational vehicle retail company, serving in such role since November 2019. Prior to assuming his current position, Mr. Rhodes was executive vice president and chief marketing officer of Bluegreen Vacations Corporation, a vacation ownership company, from August 2017 to September 2019, vice president of digital marketing and customer experience for AutoNation, Inc., an automotive retailer, from 2015 to 2017, and vice president of eCommerce for AutoNation, Inc. from 2012 to 2015.
Mr. Rhodes brings significant marketing and omni-channel retail experience to the Board. Currently serving as the chief marketing officer of a public retail corporation and having held other senior executive roles with other retail companies, Mr. Rhodes has developed operational and leadership aptitude in addition to his significant capability in the areas of digital technology and customer-experience. Mr. Rhodes has been a member of our Audit Committee and the Chairman of our Compliance and Regulatory AffairsCompensation Committee since May 2016.

2018.

Incumbent Directors Whose Terms Expire in 20182021 (Class III)

Douglas T. Moore, 60,63, has been a director since April 2006. HeMr. Moore currently serves as the chief executive officer of Goedeker’s, an industry leading direct-to-consumer appliance and furniture e-tailer and operating subsidiary of 1847 Holdings, LLC (a publicly traded partnership), serving in such role since August 2019. Prior to assuming his current position, he was president and chief executive officer of Med-Air Homecare, a home healthcare equipment and service provider, from November 2013 until May 2019, principal of First Street Consulting, LLC, a retail consulting firm, where he has worked since June 2012.from January 2011 until October 2017, and senior vice president of FirstSTREET for Boomers and Beyond, Inc., a leading direct marketer of products for baby boomers, from October 2017 until August 2019. From February 2012 through June 2012, Mr. Moore served as the chief merchandising and marketing officer at hhgregg, Inc. From December 2010 through February 2012, Mr. Moore served as vice president operations for Safelite Group,, a subsidiary of Belron, and as the principal of First Street Consulting, LLC. Prior to December 2010, Mr. Moore served as senior vice president, president — appliances for Sears Holdings Corporation. From 2007 to 2008, Mr. Moore served as senior vice president, hardlines — merchandising for Sears where he was the chief merchant for the appliance, lawn and garden, tools, homeconsumer electronics and sporting goods businesses. Prior to joining Sears, Mr. Moore served for 17 years as a senior executive of Circuit City Stores, Inc., with his last position as executive vice president, chief merchandising officer. Circuit City filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code in November 2008. Mr. Moore has also held operational and consumer marketing positions at AMF Bowling, Inc., A.H. Robins Company, Inc. and the Carnation Company. He received his undergraduate degree and M.B.A. from the University of Virginia.

retail chain.

Through his more than 25 years of retail experience, Mr. Moore has developed an understanding of strategic and tactical business issues that include store operations, merchandising, supply chain, sourcing and human resource planning. He also possesses senior management, marketing, risk assessment and retail knowledge. He has served on our Board for approximately eleven years and has been Chairmana member of our Nominating and Corporate Governance Committee since our IPO and a member of our Compliance and Regulatory and Affairs Committee since May 2016. Mr. Moore also served as a member of our Audit Committee from our IPO until May 2016.2016 and as Chairperson of our Nominating and Corporate Governance Committee from our IPO until May 2019. Through his service as a director, Mr. Moore has gained insight, perspective and knowledge regarding our business, growth, operations and personnel.

Nancy M. Taylor57,, 60, has been a director since April 2014. Ms. Taylor, who joined Tredegar in 1991, is the former president and chief executive officer of Tredegar Corporation, a manufacturing company, serving in such roles from January 2010 to June 2015 and during such time, was a member of Tredegar’s board of directors. Prior to such time, she was executive vice president of Tredegar responsible for corporate business development in addition to her role as president of Tredegar Film Products. Previously, she served in roles of increasing responsibility at Tredegar since she joined the company in 1991. Before joining Tredegar, she was an associate at the law firm of Hunton & Williams. Ms. Taylor received a B.A.directors from the College of the Holy Cross and a law degree from Catholic University of America.

early 2010 until June 2015.

Ms. Taylor has significant experience as a chief executive officer of a publicly traded international manufacturer. Through her experience, she has gained and developed extensive business, finance and leadership skills. Further, she possesses an understanding of strategic planning, risk assessment and international operations. In addition, she has experience serving as a director of a public company.company and brings strong corporate governance knowledge to the Board. Ms. Taylor


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has been a member of our Compensation Committee since May 2014 and a member of our

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Nominating and Corporate Governance Committee since January 2015.2015 and a member of our Compliance and Regulatory Affairs Committee since May 2019. Ms. Taylor also served as a member of our Compensation Committee from May 2014 until May 2019. Additionally, Ms. Taylor was appointed Chairpersonchairperson of our Board in November 2015. Since April 2018, Ms. Taylor has served on the board of directors of TopBuild Corp., a leading purchaser, installer and distributor of insulation products to the United States construction industry, as well as its audit, compensation and governance committees. Since November 2019, Ms. Taylor has served on the board of directors of Verso Corporation, a producer of specialty and graphic papers, packaging and pulp, as well as its Audit Committee and Corporate Governance and Nominating Committee. Through her service as a director, Ms. Taylor has gained insight, perspective and knowledge regarding our business, growth, operations and personnel.

Jimmie L. Wade, 63,66, has been a director since September 2011. Mr. Wade served on the board of directors and finance committee of Advance Auto Parts, Inc. from September 2011 through May 2016. Mr. Wade joined Advance in February 1994 and served as president from October 1999 through May 2005 and from January 2009 until December 2011. He also held several other key senior executive roles with Advance at various times including executive vice president, from May 2005 to December 2008, and chief financial officer from March 2000 to August 2002. Before joining Advance, Mr. Wade worked for S.H. Heironimus, Inc., a regional department store, as vice president, finance and operations. Earlier in his career, Mr. Wade held positions with American Motor Inns, Inc. and KPMG LLP. He also servesserved on the board of directors of Tuesday Morning Corporation, a leading closeout retailer, from July 2014 through November 2017, as well as its audit committee and compensation committee. Mr. Wade holds a B.S. in accounting from Virginia Tech.

Mr. Wade has extensive experience as a senior executive and director of a leading publicly traded specialty retailer that has achieved significant growth during his tenure. Through his experience, he has gained and developed extensive business, finance, distribution, marketing and leadership skills. Further, he possesses an understanding of strategic business planning, risk assessment and store operations. Mr. Wade has served on our Board for more than five years and has been a member of our Audit Committee since November 2011 and has served as Chairman of our Audit Committee and our “audit committee financial expert” since November 2015. Mr. Wade also has served as a member of our Nominating and Corporate Governance Committee since May 2016. Through his service as a director, Mr. Wade has gained insight, perspective and knowledge regarding our business, growth, operations and personnel.

Director Resignations and Directors Not Standing for Re-Election

Thomas D. Sullivan,57, served as an employee director of the Company until his resignation from the Board as of December 31, 2016. In May, 2015, Mr. Sullivan assumed the position as acting chief executive officer and continued as an employee director following the appointment of John M. Presley as chief executive officer in November, 2015. On December 28, 2016, after concluding that it was appropriate to move Mr. Sullivan from an employee director to a non-employee director to more closely align with the go forward role that Mr. Sullivan would be performing for the Company, the Company eliminated Mr. Sullivan’s position as an employee of the Company effective as of December 31, 2016. Following that decision, Mr. Sullivan submitted his resignation as a director of the Company effective as of December 31, 2016, which the Board accepted. Mr. Sullivan founded the Company in 1994 when he identified the opportunity to sell surplus building materials at heavily discounted prices.

Peter B. Robinson,68, has been a director since April 2010 and will not stand for re-election at this year’s Annual Meeting of Stockholders. Mr. Robinson served as an executive vice president of Burger King Corporation responsible for Burger King’s global marketing and strategy functions until his retirement in December 2010. Prior to assuming that role in December 2009, Mr. Robinson was an executive vice president and president of Burger King’s Europe, Middle East and Africa business segment. Before joining Burger King, Mr. Robinson worked for General Mills, Inc. as president of Pillsbury USA, and senior vice president of General Mills Inc. from 2001 to 2006. Earlier in his career, Mr. Robinson held positions of increasing responsibility at The Pillsbury Company, PepsiCo, Kraft General Foods, and Procter & Gamble, Ltd. UK. Mr. Robinson also served on the board of directors of First Niagara Financial Group, Inc. until it was acquired by Key Bank in July 2016. Mr. Robinson holds a B.A. in economics from Newcastle University. He also serves on the board of directors of First Niagara Financial Group, Inc. Mr. Robinson has been a member of our Compensation Committee since May 2010 and a member of our Compliance and Regulatory Affairs Committee since May 2016.


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CORPORATE GOVERNANCE

We are committed to having sound corporate governance principles. Our Code of Business Conduct and Ethics, which applies to our directors, officers and employees, our Corporate Governance Guidelines and the charters of the Audit, Compensation, Nominating and Corporate Governance and Compliance and Regulatory Affairs Committees are available on our website,www.lumberliquidators.com, and are also available in print, free of charge, to any stockholder who requests them. Such requests should be directed to Corporate Secretary, Lumber Liquidators Holdings, Inc., 3000 John Deere Road, Toano,4901 Bakers Mill Lane, Richmond, Virginia 23168.

23230.

Independence

All of our current directors are independent. Dennis R. Knowles, our former chief executive officer, served on the Board during 2019 until his resignation on February 5, 2020. The Board, in its business judgment, has affirmatively determined that the following sixall seven of its seven current members are independent, from us, including under the independence standards contained in rules of the New York Stock Exchange (“NYSE”): W. Stephen Cannon,NYSE: Terri Funk Graham, David A. Levin, Douglas T. Moore, Peter B. Robinson,Famous P. Rhodes, Martin F. Roper, Nancy M. Taylor and Jimmie L. Wade. Additionally, the Board, in its business judgment, has affirmatively determined that David A. Levin, the new nominee to serve on the Board, upon his election to the Board, will be independent from us, including under the independence standards contained in the rules of the NYSE. In reaching its conclusion regarding director independence, the Board considered whether we conduct business and have other relationships with organizations of which certain members of the Board or members of their immediate families are or were directors or officers. NeitherNone of our non-management directors nor our new director-nominee had any transactions, arrangements or relationships with us, other than as directors and stockholders.

Board Leadership Structure — Independent Chairperson

In

The Board regularly evaluates relevant factors to determine the best leadership structure for our history,operating and governance environment at the time. Our Bylaws currently require that we separate the offices of the chief executive officer and chairperson of the Board have been at times combined and at times separated, and, when separated, the chairperson has at times been a non-employee director and at other times an employee. Mr. Thomas D. Sullivan, our founder and former employee of the Company, served as chairperson from our inception until May 21, 2015, when he relinquished that role, while still remaining on the Board, and assumed the position as our acting chief executive officer. Mr. John M. Presley, who had served as our lead outside director since our IPO and was an independent director at the time, then became chairperson of our Board. On November 16, 2015, Mr. Presley was appointed chief executive officer of the Company and relinquished his role as chairperson while still remaining on the Board. Mr. Knowles was appointed chief executive officer effective on November 9, 2016, following the resignation of Mr. Presley. Ms. Taylor, who is an independent director, was appointed chairperson on November 16, 2015, and continues in that role. As described below,Specifically, our Bylaws, nowamong other things, require that we have a non-executive chairperson of the Board who is (i) not employed in an executive capacity and (ii) deemed independent director. as defined by the NYSE requirements. As set forth in our Bylaws, on an annual basis, the Board will elect one of its members to the office of chairperson of the Board. In the event of the
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chairperson’s temporary absence or incapacity, the Board will appoint, by resolution, another independent director to preside as chairperson at meetings of stockholders and of the Board. In the case of the chairperson’s death or permanent inability to act, the Board will elect a chairperson who is independent from among current directors or appoint a new director to serve as chairperson, with any such appointment being subject to the provisions of our Certificate of Incorporation.
We believe having separate Chief Executive Officerchief executive officer and chairperson of the Board positions is the most appropriate structure for our CompanyCompany. Ms. Taylor, who is an independent director, was first appointed chairperson on November 16, 2015 and our stockholders. We believe it is appropriate forcontinues in that role. During 2019 and until his resignation on February 5, 2020, Mr. Knowles to be able to focus his efforts on servingserved as our President and Chief Executive Officer. On February 5, 2020, the Board appointed Charles E. Tyson, the Company’s Chief Customer Experience Officer, as the Company’s Interim President and Principal Executive Officer and determined to divide Mr. Knowles’ duties between Mr. Tyson and Nancy A. Walsh, the Company’s Chief Financial Officer, while the Board conducts a Chief Executive Officer while working closelysearch of internal and external candidates. The Board has engaged a national recruitment firm to assist with our chairperson ofthis search. Mr. Tyson remains the Board,Company’s Chief Customer Experience Officer. Mr. Tyson and Ms. Taylor.

Walsh each report to the Board.

In addition to any other duties that may be prescribed to her by the Board, Ms. Taylor, as chairperson of our Board, is responsible for the following functions: (i) timing and agendas for Board meetings; (ii) nature, quantity and timing of information provided to the independent directors by our management; (iii) retention of counsel or consultants who report directly to the Board; (iv) implementation of corporate governance policies and procedures, including assisting the chairpersons of the various Board committees as requested; (v) receiving reports from the Nominating and Corporate Governance Committee regarding compliance with and implementation of corporate governance policies; (vi) evaluating, along with Compensation Committee, the performance of the Chief Executive Officer;chief executive officer; and (vii) presiding at all meetings of the Board, including executive sessions of the non-management directors and the independent directors.

Pursuant to the terms of the Derivative Litigation, we amended our Bylaws in December 2016 to, among other things, require that we have a chairperson of the Board that is (i) not employed in an executive capacity and (ii) deemed independent as defined by the NYSE requirements. As set forth in our Bylaws, on an annual basis, the Board will elect one of its members to the office of Chairperson of the Board. In the event of the Chairperson’s temporary absence or incapacity, the Board will appoint, by resolution, another independent director to preside as chairperson at meetings of stockholders and of the Board. In the case of the Chairperson’s death or permanent inability to act, the Board will elect a Chairperson who is independent from


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among current directors or appoint a new director to serve as Chairperson, with any such appointment being subject to the provisions of our Certificate of Incorporation.

Committees of the Board

The Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and effective as of May 2016, the Compliance and Regulatory Affairs Committee, each composed of directors the Board has affirmatively determined to be independent. Each committee operates pursuant to a written charter adopted by the Board that sets forth its roles and responsibilities and provides for an annual evaluation of its performance. The charters of all four standing committees are available at the investor relations page of our website atwww.lumberliquidators.com and will be provided to any stockholder without charge upon the stockholder’s written request to our corporate secretary. Each year, committee and committee chair assignments are made at the Board meeting immediately following the Annual Meeting of Stockholders. The current composition of each committee is as follows:

Audit​​Compensation​
Jimmie L. Wade*​Martin F. Roper*​David A. Levin*​
W. Stephen CannonDavid A. Levin​Peter B. Robinson​Terri Funk Graham​
Famous P. Rhodes​​Famous P. Rhodes​
Martin F. Roper​Nancy M. Taylor​
Nominating and Corporate Governance​​Compliance and Regulatory Affairs​
Terri Funk Graham*​​Martin F. Roper*​
Douglas T. Moore*Moore​W. Stephen Cannon*​Douglas T. Moore​
Nancy M. Taylor​Douglas T. Moore​Nancy M. Taylor​
Jimmie L. Wade​Peter B. Robinson​​​
​

*Indicates chairperson of the committee.

*
Indicates chairperson of the committee.
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The Board may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our Certificate of Incorporation and Bylaws.

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Audit Committee.   The Audit Committee assists the Board in fulfilling the oversight responsibility of the Board to the stockholders relating toto: (i) the integrity of our financial statements the qualifications, independence and performancefinancial reporting process and our systems of our independent registered publicinternal accounting firm and financial controls; (ii) the performance of the internal audit function.function; (iii) the annual independent audit of our financial statements; (iv) the engagement of our independent auditor and the evaluation of the independent auditor’s qualifications, independence and performance, (v) our compliance with legal and regulatory requirements as it relates to accounting, auditing and financial reporting matters; (vi) the implementation and effectiveness of our disclosure controls and procedures and internal control over financial reporting; (vii) the framework for identification of enterprise risks and (viii) other matters set forth in the charter of the Audit Committee. The Audit Committee is directly responsible forhas the appointment, compensation, retentionsole authority to appoint, retain, compensate, evaluate and oversight ofterminate the work of our independent registered public accounting firm.auditor. The Audit Committee approves procedures for the pre-approval of the engagement of the independent auditor to provide audit and non-audit services provided to us by any independent auditors.services. It is also responsible for establishing, publishing, and maintaining and overseeing our “whistleblower” procedures.

In addition to the current members, Mr. MooreW. Stephen Cannon, who did not stand for re-election to the Board at the 2019 Annual Meeting of Stockholders, served as a member of the Audit Committee until May 23, 2016, when the Board approved new membership for each committee.22, 2019. The Board, in its business judgment, has determined that all of the current members of the Audit Committee are, and each member who served on the Audit Committee during 20162019 was, during the period in which he served, independent, as determined in accordance with the rules of the NYSE and relevant federal securities laws and regulations. The Board also has determined that all of the Audit Committee members are financially literate as defined by the rules of the NYSE and that Mr. Wade qualifies as an audit“audit committee financial expertexpert” as defined by regulations of the Securities and Exchange Commission (“SEC”).

With the exception of Mr. Wade, who serves on the audit committee of Tuesday Morning Corporation, no member of For additional information regarding the Audit Committee, served on any audit or similar committeeplease see the Audit Committee Report that is included in this Proxy Statement.

Compensation Committee.   The purpose of any other publicly held company in 2016.


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Compensation Committee.  Thethe Compensation Committee has overall responsibility for evaluatingis to oversee the policy and approvingprograms relating to the compensation of our executive officerofficers, including policies governing salaries, incentive compensation benefit, severance, equity-based or otherand terms and condition of employment (with the Board having final approval for the compensation plans, policies and programs.of the chief executive officer). The Compensation Committee may, in its discretion, engage outside consultants to assist in evaluating and determining appropriate compensation levels for our executives. The Compensation Committee has produced an annual report on executive compensation that is included in this Proxy Statement.

In addition to the current members, MaconMartin F. Brock, Jr., who was not nominated for re-election at the 2016 Annual Meeting of Stockholders consistent with the requirements of the Company’s Corporate Governance Guidelines,Roper and Nancy M. Taylor served as aChairperson and member, respectively, of the Compensation Committee until May 23, 2016, when his term expired.2019. The Board, in its business judgment, has determined that all of the current members of the Compensation Committee are, and each member who served on the Compensation Committee during 20162019 was, during the period in which he or she served, independent, as determined in accordance with the rules of the NYSE and any relevant federal securities laws and regulations. Refer to the section titled “Executive Compensation” for additional information.

Nominating and Corporate Governance Committee.   The purpose of the Nominating and Corporate Governance Committee assistsis to identify individuals qualified to become members of the Board in implementing sound corporate governance principlesconsistent with the criteria approved by the Board, to recommend director-nominees for election at each annual meeting of stockholders, to fill any vacancies on the Board, and practices.to address related matters. The Nominating and Corporate Governance Committee also is charged with consideringdevelops and recruiting individuals qualified to become Board members, conducting inquiries into the background, independence and qualifications of any candidates and recommendingrecommends to the Board applicable corporate governance principles, determines the form and amount of director nominees.compensation and perquisites and leads and oversees the annual review of the Board and its standing committees’ performance. In performing these duties, the Nominating and Corporate Governance Committee uses its network of contacts to compile potential candidates, but may also engage, if it deems appropriate, a professional search firm. It also reviews the qualifications and independence of the members of the Board and its various committees on a regular basis and makes any recommendations the committee members may deem appropriate from time to time concerning any recommended changes in the composition of the Board.

In addition to the current members, Mr. Brock served as a member of the Nominating and Corporate Governance Committee in 2016 until May 23, 2016 when his term expired.

The Board, in its business judgment, has affirmatively determined that all of the current members of the Nominating and Corporate Governance Committee are and each member who served on the Nominating and Corporate Governance Committee during 2016 was during the period in which he or she served, independent, as determined in accordance with the rules of the NYSE.

The Nominating and Corporate Governance Committee will consider stockholder recommendations for candidates to serve on the Board.Board in accordance with the Company’s bylaws. Stockholders may submit such recommendations to the Nominating and Corporate Governance Committee through the method set
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forth under “Communications to the Board.” In addition, in accordance with the Bylaws, any stockholder of record entitled to vote for the election of directors at a stockholder meeting may nominate persons for election to the Board if such stockholder complies with the advance notice provisions of the Bylaws. Such a nomination must be sent to our corporate secretary and include, among other items,items: (i) the name, age, business address and residence address of each nominee proposed in such notice; (ii) the principal occupation or employment of each such nominee; (iii) the number of shares of capital stock of the Company which are owned of record and beneficially by each such nominee and any affiliates or associates of such nominee (if any); (iv) a description of any agreement, arrangement or understanding of the type described in Article II, Section 17, clause (B)(iv) or (B)(v) of the Bylaws, but as it relates to each such nominee rather than the proposing stockholder; (v) if any such nominee is a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Company, or has received any compensation or other payment from any person or entity other than the Company, in each case in connection with candidacy or service as a director of the Company, a detailed description of such agreement, arrangement or understanding and its terms or of any such compensation received; (vi) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (vii) the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected and a representation by the nominee to the effect that, if elected, the nominee will agree to and abide


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by all policies of the Board as may be in place at any time and from time to time. If the nomination is not timely and in proper form, the nominee will not be considered by the Nominating and Corporate Governance Committee. To be timely for the 20182021 Annual Meeting, the nomination must be received within the time frame set forth in “Deadlines for Submission of Stockholder Proposals” below. Nominees for director are selected in the context of an assessment of the perceived needs of the Board at the time and on the basis of, among other things, the following:

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strength of character

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judgment
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skill
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education
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business experience
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specific areas of expertise

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judgment

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understanding of our business

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skill

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principles of diversity

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education


reputation
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reputation

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business experience

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other personal attributes or special talents

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Nominees must also be willing to spend the time necessary to discharge their responsibilities appropriately and to ensure that other existing or future commitments do not materially interfere with their responsibilities as members of the Board.

In determining the composition of the Board, the Nominating and Corporate Governance Committee seeks to include a diverse and complimentary range of skills and experience among our directors. Although it does not have a formal diversity policy, the Nominating and Corporate Governance Committee believes that the presence of differing viewpoints on the Board is a benefit to us. Accordingly, the Nominating and Corporate Governance Committee considers principles of diversity, which include, among other things, diversity in backgrounds, perspectives, expertise and qualifications, when assessing the Board as a whole, and individual director candidates. Our directors represent a range of backgrounds and overall experience. Approximately 25% of our directors are female or represent a diverse group. Additionally, when considering a director standing for re-election as a director nominee, in addition to the above attributes, the Nominating and Corporate Governance Committee considers such individual’s past contribution and future commitment to the Company. Our directors have a varied tenure, providing for a range of perspectives, fresh ideas and ensuring the transition of knowledge and experience from longer-serving members. The Nominating and Corporate Governance Committee evaluates the totality of the attributes of each director nominee that it considers and does not have established minimum qualifications or attributes. After evaluating any potential director nominee, the Nominating and Corporate Governance Committee makes its recommendations to the full Board, and the Board then determines the director nominees for election. The evaluation process for prospective director nominees is the same for all director nominees, regardless of the source from which the nominee was first identified.

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Compliance and Regulatory Affairs Committee.   The Compliance and Regulatory Affairs Committee has overall responsibility for assisting the Board in discharging its oversight of significant regulatory and compliance matters.matters and to oversee the processes by which we conduct our business to ensure we do so in a manner that complies with applicable laws and regulations and reflects our high standards of integrity. The Compliance and Regulatory Affairs Committee may, in its discretion, engage outside consultants to advise the Compliance and Regulatory Affairs Committee. In addition to the current members, W. Stephen Cannon, who did not stand for re-election to the Board at the 2019 Annual Meeting of Stockholders, served as chair of the Compliance and Regulatory Affairs Committee until May 2019. The Board, in its business judgment, has affirmatively determined that all of the current members of the Compliance and Regulatory Affairs Committee are, and each member who served on the Compliance and Regulatory Affairs Committee during 2019 was, during the period in which he served, independent, as determined in accordance with the rules of the NYSE and any relevant federal securities laws and regulations.

Special Committee and Demand Review Committee.  In addition to the standing committees described above, in March 2015, a Special Committee of the Board (the “Special Committee”) was formed in March 2015. Currently, the Special Committee has oversight responsibilities for certain pending government investigations. The current members of the Special Committee are Ms. Taylor, who serves as the chairperson, Mr. Roper and Mr. Wade.


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In June 2015, the Special Committee exercised its authority to create a three-person Demand Review Committee, which was tasked with investigating various derivative claims against certain current and former officers and directors of the Company which comprised the Derivative Litigation and making a recommendation to the Board as to whether it would be in the best interests of the Company to pursue any of those claims. The Demand Review Committee consisted of Ms. Taylor, who served as the chairperson, Mr. Roper and Mr. Wade. Following the resolution of the Derivative Litigation, the Board, upon recommendation of the Demand Review Committee and the Special Committee, determined the Demand Review Committee had fulfilled its obligations and the Demand Review Committee was dissolved.

Risk Management

We have developed and implemented processes designed to manage risk in our business. The Board’s role in risk management is primarily one of oversight with the day-to-day responsibility for risk management implemented bybeing with our management team. The Board regularly reviews information provided by management regarding our business strategy, financial position and operations, and considers associated risks. In addition, the Board executes its oversight role through presentations by management to the Board and through its committees, which report regularly to the Board on their activities.

activities, and various presentations by management to the Board.

While the Board has principal oversight responsibility for enterprise risk management, the Audit Committee reviews management’s identification of the key risks that we face, including the main controls upon which we rely to mitigate those risks. In particular, the Audit Committee focuses on financial risk, including internal controls, and assesses our risk profile with our management and our internal and external auditors. The internal control risk profile drives our internal audit plan. The Audit Committee also handles violations of our Code of Ethics and related corporate policies. The Nominating and Corporate Governance Committee assists in risk management by overseeing our risks relating to our governance structure. The Compensation Committee reviews risks relating to our incentive compensation policies and arrangements.practices. The Compliance and Regulatory Affairs Committee assists in the oversight of risks related to significant regulatory and compliance matters. Further, the Board has the ability to create additional committees.

Compensation Risk Assessment
Among other things, the Compensation Committee reviews our compensation policies and practices to determine whether they subject us to unnecessary or excessive risk. In so doing, the Compensation Committee considers whether such policies and practices are appropriately structured to promote the achievement of goals without encouraging the taking of unwarranted or undue risk. Additionally, the Compensation Committee reviews the relationship between our risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate risks relating to our compensation program.
We believe that our compensation programs discussed herein are designed with the appropriate balance of risk and reward in relation to our overall business strategy and do not incent executive officers or other employees to engage in conduct that creates unnecessary or unjustifiable risks. Specifically, our mix of rewards for short-term performance through base salary and annual cash bonus awards, and for long-term performance through equity incentive awards supports these compensation objectives. Moreover, we believe that our utilization of these different compensation components allows us to manage the risks inherent with performance-based compensation. Additionally, our use of mitigation tools such as claw back provisions, oversight by an independent committee of non-employee directors and significant vesting periods for equity awards, provide additional risk protection.
Based upon the review of our compensation policies and practices, we have concluded that they do not create risks that are reasonably likely to have a materially adverse effect on the Company.
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Board and Standing Committee Attendance and Executive Sessions

During fiscal year 2016,2019, the Board held a total of 1820 meetings and took additional actions by unanimous written consent; the Audit Committee held 10eight meetings and took additional actions by unanimous written consent; the Compensation Committee held seven meetings and took additional actions by unanimous written consent; the Nominating and Corporate Governance Committee held 12six meetings; and the Compliance and Regulatory Affairs Committee held twofive meetings. At the regularly scheduled meetings of the Board, it is the practice of the Board to hold an executive session without management present, as well as a separate executive session with just the independent directors. At each of these sessions, the Chairpersonchairperson of the Board presides over such sessions. During fiscal year 2016,2019, each incumbent director attended at least 75% of the meetings of the Board and committees on which he or she served.

Each member of the Board is expected to attend Annual Meetings of Stockholders in person. All of our directors serving at the time attended the 20162019 Annual Meeting of Stockholders, except for W. Stephen Cannon, who was not standing for reelection at the 2019 Annual Meeting of Stockholders.

Communications to the Board

Stockholders, employees and other interested parties may contact an individual director, the Board as a group, the Chairpersonchairperson of the Board, or a specified Board committee or group, including the non-employee directors as a group, at the following address: Corporate Secretary, Lumber Liquidators Holdings, Inc., 3000 John Deere Road, Toano,4901 Bakers Mill Lane, Richmond, Virginia 23168,23230, Attn: Board of Directors. We will receive and process communications before forwarding them to the addressee. Directors generally will not be forwarded communications that are primarily commercial in nature, relate to improper or irrelevant topics, or request general information about us, including inquiries regarding employment opportunities.


Political Contributions Policy
Our Bylaws provide that the Board will ensure that any lobbying or political activity is conducted solely for promoting our commercial interests and is in the interest of our stockholders. As part of this oversight, the Board will ensure that lobbying and political spending do not reflect narrow political preferences or the political preferences of our executives that have little or no bearing on our own commercial performance. In fiscal year 2019, we did not engage in any lobbying or political activities.

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EXECUTIVE OFFICERS

The following sets forth biographical information for our executive officers. Such information with respect to ourofficers (as defined by Rule 3b-7 of the Exchange Act) and certain other significant employees. As previously disclosed, Mr. Knowles resigned as president and chief executive officer Dennis R. Knowles,on February 5, 2020 and therefore is set forth above in the “Proposal One — Election of Class II Directors” section.

Martin D. Agardno longer an executive officer.

Jennifer Bohaty, 54,50, has been our chief financialethics and compliance officer since September 2016.April 2018. Prior to assuming this position, Mr. Agard most recently served as senior vice president and chief financial officerjoining the Company, Ms. Bohaty was the founder of Kohler Company from April 2013 to October 2015. Prior to April 2013, Mr. Agard servedStrategic Compliance Advisors, LLC, a consulting company, beginning in various roles with Georgia Pacific Corporation since 2001, most recently as vice president and treasurer from August 2006 to March 2013. He holds a B.S. in Chemistry and Economics from William & Mary and an M.B.A. from the University of Michigan.

Carl R. Daniels, 63, has been our chief supply chain officer since June 2016. Prior to that, he was our senior vice president, supply chain since October 2011.2017. From 2009 to 2011, Mr. Daniels served as senior vice president of supply chain2017, Ms. Bohaty held various roles at Toys ‘R’ Us, Inc., a toy and operations at Harbor Freight Tools, Inc. Priorbaby retailer, including executive director, global product safety, quality and compliance from 2012 to assuming this position, he served as vice president of distribution for Michaels, Inc. from 2008 to 2009 and senior vice president of logistics for Retail Ventures Services, Inc. from 2002 to 2008. Earlier in his career, he held executive level logistics positions at Midas International, Inc. and certain regional department stores and retailers. He holds a B.S. in business administration and industrial management from Youngstown State University.

Mark Gronemeyer2017.

M. Lee Reeves, 57,52, has been our senior vice president, store operationschief legal officer and corporate secretary since June 2017. Mr. Reeves was a partner with the law firm of Nexsen Pruet, PLLC from July 2016.2016 to June 2017. Prior to assuming this position,that, Mr. Gronemeyer most recently served in a director role at Gander Mountain from January 2012 to July 2016. Prior to January 2012, Mr. Gronemeyer served as a regional vice president of stores forReeves spent twelve years with Lowe’s Companies, Inc. since 2001. Prior to 2001, Mr. Gronemeyer served, ultimately serving as a regional vice president of stores for Payless Cashways Building Materials. He holds a B.A. in Management Systems and Personnel Chemistry and Economics from Buena Vista University.

Marco Q. Pescara, 52, has been our chief marketing officer since April 2006 and has been our chief merchandising and marketing officer since June 2015. Prior to joining the Company, Mr. Pescara served for more than five years as the vice president of direct response and marketing integration at Hickory Farms, Inc. Mr. Pescara holds a B.S. in history from the University of Toledo, an M.S. in public relations from Boston University and an M.B.A. from the University of Pittsburgh.

Susan Starnes, 44, has been our senior vice president, of strategydeputy general counsel and business development since September 2016. Prior to joining the Company, Ms. Starnes served as the senior vice president of services at Guitar Center, Inc. in 2015 and vice president of services in 2014. From 2002 to 2014, Ms. Starnes held various roles at Lowe’s Companies, Inc. in strategy, merchandising and services, including Director, Repair Services Sales and Development from 2013 to 2014 and Director, Pricing and Compliance for the installation business from 2010 to 2013. Prior to joining Lowe’s Companies, Inc.assistant secretary.

Christopher N. Thomsen, Ms. Starnes was a consultant at Bain & Company from 2000 to 2002. She holds a B.S. in Chemical Engineering from Cornell University and an M.B.A from Massachusetts Institute of Technology.

Christopher Thomsen, 41,44, has been our senior vice president, chief information officer since August 2016. Prior to joining the Company, Mr. Thomsen served as vice president and chief information officer of Hibbett Sports, Inc, a sporting goods retailer, from 2013 to 2016. From 2006 to 2013, Mr. Thomsen held various IT roles of increasing responsibility at Lowe’s Company,Companies, Inc., where he most recently served as vice president, IT planning and business intelligence from 2012-2013. Prior2012 to Lowe’s Company, Inc.2013.

Charles E. Tyson, 58, has been our interim president and principal executive officer since February 5, 2020 and our chief customer experience officer since June 2018. From 2008 to 2017, Mr. ThomsenTyson held various IT roles at ConAgra FoodsAdvance Auto Parts, Inc., including executive vice president, merchandising, marketing and APAC Customer Services. He holds a B.S. in Business Administration of Technical Studiessupply chain from Bellevue University.

Jill Witter2013 to 2017 and senior vice president, merchandising, replenishment and marketing from 2011 to 2013.

Nancy A. Walsh, 62,59, has been our chief legal officer and chief compliancefinancial officer since August 2015. In March 2016, she assumed the additional position as secretary of the Company.September 2019. Prior to joining the Company, Ms. WitterWalsh most recently served as seniorexecutive vice president general counsel and ethicschief financial officer of Pier 1 Imports, Inc., a home furnishing and compliance officer at Novation LLCdécor retailer, from 2007 to 2015. Previously, Ms. Witter served as the general counsel of the Forest Resources Division of the International Paper Company from 2003 to 2006,January 2018 until April 2019 and executive vice president general counsel at Rayonierand chief financial officer of The Bon-Ton Stores, Inc., a department store chain, from 2001November 2015 until January 2018. The Bon-Ton Stores, Inc. filed for Chapter 11 bankruptcy protection in February 2018. Prior to 2003 and the vice president, general counsel and secretary of Sunglass Hut Internationalthat, Ms. Walsh served in various positions with Tapestry, Inc., formerly known as Coach, Inc., a fashion holding company, from 1999 to 2001. She holds a B.A. and J.D. from the University of Missouri.

December 2013.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Chief Executive Officer Changes Following 2019 Year-End
On February 5, 2020, Dennis R. Knowles resigned as president and chief executive officer and as a member of the Board. The Board appointed Charles E. Tyson, our chief customer experience officer, as interim president and principal executive officer and divided Mr. Knowles’ duties between Mr. Tyson and Nancy A. Walsh, our chief financial officer, while the Board conducts a chief executive officer search of internal and external candidates. The Board engaged a national recruitment firm to assist with this search. Mr. Tyson remains chief customer experience officer. Mr. Tyson and Ms. Walsh each report to the Board.
Chief Financial Officer Changes During 2019
Martin D. Agard served as our chief financial officer until his resignation on April 5, 2019. In connection with Mr. Agard’s resignation, Timothy J. Mulvaney, our chief accounting officer, was appointed interim chief financial officer. Mr. Mulvaney served as interim chief financial officer until September 9, 2019, when Ms. Walsh became chief financial officer. Mr. Mulvaney remains chief accounting officer.
Executive Summary

Our overall compensation philosophy is to maintain effective compensation programs that are as simple and flexible as possible and permit us to make responsive adjustments to changing market conditions and other internal and external factors. We strive to provide our executives with compensation that is competitive within our industry, considering, among other things, geographic location.industry. In doing so, we seek to attract and retain the key employees necessary to achieve the continued growth and success of our business while remaining mindful of our desire to control costs. Further, it is our intent to align executive officer pay with stockholders’ interests, recognize individual accomplishments, unitealign executive management behind common objectives and strike a balance between risk and reward in designing our executive compensation programs.

The Compensation Committee of the Board is responsible for implementing and administering our executive compensation plans and programs. In that role, the Compensation Committee reviews our executive officer compensation program every year to review the appropriateness, rationale and continued viability of our compensation philosophies, including the extent to which our programs might encourage employees to take unnecessary or excessive risks that could result in material adverse risk to the Company. In order toTo assist in that analysis, the Compensation Committee may conduct market analyses of executive officer compensation as it determines necessary in an effort to ensure that our compensation programs meet our objectives. The Compensation Committee has engaged Pearl Meyer (“PM”), a nationally recognized compensation consulting firm, as its compensation consultant and periodically requests PM to provide peer group and industry compensation data and analysis. Decisions relating to the compensation of our executive officers are made by the Compensation Committee. These decisions are also reported to and, in the case of the Chief Executive Officer,president and chief executive officer, approved by the fullindependent directors of the Board. The Compensation Committee consults, and expects to continue to consult, with the Chief Executive Officerpresident and chief executive officer and other members of management in the exercise of its duties. Notwithstanding such consultation, the Compensation Committee retains absolute discretion over all compensation decisions with respect to the executive officers, except with respect to the Chief Executive Officer,president and chief executive officer, in which the fullindependent directors of the Board retainsretain final approval.

In determining the compensation of our executive officers, the Compensation Committee evaluates total overall compensation, as well as the mix of salary, cash bonus incentives, equity incentives and other components, using a number of factors including the following:

•
our financial and operating performance, measured by attainment of specific strategic objectives and operating results;
​
•
the duties, responsibilities and performance of each executive officer, including the achievements of the areas of our operations for which the executive officer is personally responsible and accountable;
​
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•
historical cash and equity compensation levels; and
​
•
compensation competitiveness, internal equity factors and retention considerations.

​
Compensation levels for executive officers are differentiated based on the principle that total compensation should increase with an executive officer’s position and responsibilities, while at the same time, a greater percentage of total compensation should be tied to corporate and individual performance as position and responsibilities increase.

Compensation Consultant

In 2015,

2019 Say-on-Pay Vote and Actions following the 2019 Annual Meeting
At our 2019 annual meeting, our stockholders voted in favor of our non-binding advisory proposal to approve the 2018 compensation of our named executive officers (the “say-on-pay” proposal) with a vote of 79.3%. Although a supermajority of our stockholders approved the say-on-pay proposal, such approval was below our expectations. After considering these voting results and the factors discussed below, the Compensation Committee retained Pearl Meyer (“PM”),reviewed and recommended to the Board, and the Board approved, the objectives, program and rationale for the compensation of our named executive officers in 2019, as disclosed in this Compensation Discussion and Analysis, the compensation tables and the accompanying compensation narrative.
Supporting our desire for an open dialogue with current and prospective stockholders, throughout 2019, the senior management team engaged with stockholders through in-person meetings, conference calls and investor conferences. In September 2019, management conducted a non-deal roadshow to enable face-to-face interaction with many of our largest actively managed investors.
Among other things, these efforts have provided a forum for investors to raise any specific concerns they have had with our governance or executive compensation practices.
We remain committed to the following broadly accepted compensation principles:
•
providing compensation packages necessary to attract and retain key executive officers to help ensure that we remain competitive;
​
•
providing an appropriate balance between short-term and long-term compensation;
​
•
providing non-equity incentive compensation that depends on our financial performance, as compared against established goals, and promotes collaboration and unified focus among our executive officers;
​
•
providing an appropriate link between compensation and the creation of stockholder value through equity awards tied to our long-term performance;
​
•
maintaining robust stock ownership guidelines;
​
•
maintaining a recoupment policy for performance-based cash and equity-based incentive payments in the event of a financial restatement;
​
•
requiring a “double trigger” for acceleration of equity award grants following a change of control;
​
•
engaging an independent compensation advisor, PM, to advise the Compensation Committee’s independentCommittee on executive compensation consultant, in connectionmatters;
​
•
prohibiting tax gross-ups or excessive perquisites to executive officers;
​
•
prohibiting hedging transactions with arespect to our securities; and
​
•
prohibiting repricing of stock options or the buyout of underwater stock options without stockholder approval.
​
Compensation Report
In 2019, the Compensation Committee engaged PM to review and assessment ofassess the Company’s executive officer compensation program for purposes of determiningassisting compensation components and levels for 2016. PM2020. In making decisions for 2019, the Compensation Committee used benchmarking prepared a report as part of that review and assessmentin 2017 (the “2015 Compensation Report”), utilizing a peer group of specialty retailers that fell within a reasonable range (both above and below the Company) of comparative factors such as revenue, EBITDA, operating margin and market capitalization. In its analysis PM also referenced nationally recognized survey data using annual revenue of $1.1 billion as a target for the scope of the data set. PM also provided information about market trends in executive officer and director pay practices and advised the Company on compensation program design and structure. In addition, the 2015

“2017

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Compensation Report”). The 2017 Compensation Report compared the compensation paid to the Company’s top executives to the compensation paid to their counterparts at the peer companies. The peer group included publicly traded discretionary retailers with revenues and market capitalizations that fell both above and below the Company. The following is a list of companies included in the peer group used for the 20152017 Compensation Report:

​hhgregg, Inc.*​​Kirkland’s, Inc.​
hhgregg, Inc.​Select Comfort Corp.​​Conn’s, Inc.​
​West Marine, Inc.
Pier 1 Imports, Inc.*​Hibbett Sports, Inc.Haverty Furniture Companies, Inc.
Vitamin Shoppe, Inc.Mattress Firm Holding Corp.(1)Kirkland’s, Inc.
Conn’s, Inc.Monro Muffler Brake, Inc.Knoll, Inc.
Shoe Carnival, Inc.​The Container Store Group, Inc.​
​Pier 1 Imports, Inc.​​Knoll, Inc.​
​Hibbett Sports, Inc.​​Shoe Carnival, Inc.​
​Haverty Furniture Companies, Inc.​​Zumiez, Inc.​
​Vitamin Shoppe, Inc.​​Ethan Allen Interiors, Inc.​
Tumi Holdings, Inc.(1)​Zumiez,Monro Muffler Brake, Inc.​​​​
​

1Subsequently acquired by a third party and removed from the peer group for purposes of the 2017 Compensation Report (as defined below).

In setting executive officer compensation in the first quarter of 2016, the Compensation Committee consulted with PM and referenced the 2015 Compensation Report for an understanding of market practices and competitive compensation levels as part of its assessment of the design and competitiveness of the Company’s executive officer compensation packages.

Later in 2016, the Compensation Committee engaged PM to analyze the competitiveness of our executive officer compensation programs with the expectation that such analysis will assist the Compensation Committee in setting compensation in 2017 in particular with regards

*
Subsequent to the newly appointed Chief Executive Officer, as well as to evaluate the Company’s practicepreparation of providing long term incentives through the grant of options and time-based vesting restricted stock awards and the potential for introducing performance-based vesting equity awards, and to assist the Committee in designing a process for reviewing the risks of the Company’s compensation practices. The “2017 Compensation Report” was presented to the Compensation Committee in early 2017.

In the 2017 Compensation Report, PM compared the compensation paid to the Company’s top executive officers to the compensation paid to their counterparts at peerhhgregg, Inc. and West Marine, Inc. ceased as independent, public companies. The peer group was consistent with

​
As discussed in more detail below under “2020 Peer Group”, the peer group from the 2015 Compensation Report except for Mattress Firm Holding Corp. and Tumi Holdings, Inc., due to each of their acquisitions by third parties. 2020 compensation was revised.
In its analysis, PM also referenced nationally recognized survey data using annual revenue of $1.1 billion$950 million as a target for the scope of the data set. Further, PM continues to provide information about market trends in executive pay practices and advises the Compensation Committee on compensation program design. Additionally, PM continues to provide information about market trends in director pay practices and adviseadvises the CompensationNominating and Corporate Governance Committee and the CompanyBoard on director compensation program design and structure.

design.

The Compensation Committee, after considering the SEC and NYSE standards, including the six factors set forth in Section 10C-1(b)(4)(i) through (vi) under the Securities and Exchange Act, of 1934, as amended (the “Exchange Act”), and other factors, determined that PM was independent and that its engagement did not present any conflicts of interest. PM also determined that it was independent and free from conflict with respect to the engagement and confirmed this in a written statement delivered to the Chair of the Compensation Committee.

PM reports directly to the Compensation Committee on all work assigned by the Compensation Committee. PM also interacts with management when necessary and appropriate to carry out its assignments. PM, in its discretion, from time to time, seeks confirmation from management regarding the accuracy of information that is included in materials presented to the Compensation Committee.

The

2019 Compensation Committee consulted the information provided by PM in approving the starting compensation of Dennis R. Knowles as the Company’s Chief Operating Officer and later promotion to Chief Executive Officer, which events are both more fully described below. The Compensation Committee also consulted with PM on certain other compensation matters that arose during 2016 including, but not limited to, retention mechanisms and compensation designs for new and existing executive officers.

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2016 Compensation Program

As inSince 2015, the Company continued to experience a unique set of circumstances in connection with changes in its executive officer leadership that required the Company to take reasonable steps to attract, retain and motivate key personnel. As 2016 progressed, turnover among the Company’s executive officers continued, with the Company entering into separation agreements with certain of these executive officers in connection with their departure from the Company. During 2015 and 2016, the Companyhas experienced changing business conditions, performance and external legal challenges, leading the Compensation Committee to believe that it was extremely difficult to set reasonable targets for long-term performance expectations. During this same period, we experienced a unique set of circumstances in connection with changes in our executive officer leadership that required us to take reasonable steps to attract, retain and motivate key personnel. Accordingly, the Compensation Committee determined to focus on stable predictable compensation programs that would attract and retain strong talent, reward short-term performance and provide motivation for improving shareholderstockholder value, while attempting to control the costs of these programs given the Company’s recent company performance at that time.

The discussion below provides an overview of the Company’s 2016 named executive officer compensation program. and uncertainties.

In addition, the Company has included a separate description of the actual compensation paid to each named executive officerconducting its overall review and the basisassessment for such compensation.

In early 2016, consistent with past practice,2019, the Compensation Committee evaluatedconsidered the 2017 Compensation Report provided by PM, as well as the Company’s named executive officer compensation programneed to continue to attract and in so doing consideredretain competitive leadership during a period of restructuring and rebuilding. As part of its review and assessment, the Compensation Committee continued with the following objectives:

maintaining•
to maintain a straightforward and flexible program that incentsallows us to make adjustments in response to changes in market conditions and rewardsreward performance;
offering competitive​
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•
to provide compensation packages necessary to attract and retain key executive officers;officers to help ensure that we remain competitive;
providing​
•
to provide non-equity incentive compensation that depends on our financial performance, as compared against established goals, and compensatespromotes collaboration and unified focus among our executive officers for outstanding results;officers; and
providing​
•
to provide an appropriate link between compensation and the creation of stockholder value through equity awards tied to our long-term performance while not creating significant business risks.performance.

After

​
Subject to the changes discussed below, after considering these objectives, the Compensation Committee decided to continue to utilize a mix of base salary, annual cash bonus awards and equity incentive awards in 20162019 for our named executive officers. These components of named executive officer compensation were designed to be used together to strike an appropriate balance between cash and equity compensation and between short-term and long-term value creation. Levels of each of these components for each named executive officer other than the president and chief executive officer at such time were set inreviewed during the first quarter of 2016.

2019.

Historically, equity awards granted to our named executive officers were a mix of 50% options and 50% restricted stock, both with time-based vesting. However, in early 2018, the Compensation Committee approved changes to our long-term incentive compensation for certain of our named executive officers to further align management’s interests with long-term stockholder interests. Under this revised named executive officer compensation program, annual equity awards granted to certain of our named executive officers in 2018 were a mix of  (i) 50% performance-based restricted stock, (ii) 25% time-based restricted stock and (iii) 25% non-qualified stock options with time-based vesting. In 2019, the performance-based restricted stock portion of the annual grants was extended to include all executive officers of the Company at that time. However, given the price of our common stock, the number of shares available under the Lumber Liquidators Holdings, Inc. 2011 Equity Compensation Plan, as amended and restated (the “2011 Plan”) at the time, and the employee retention and motivation needs of the Company, the Compensation Committee determined the mix of equity awards granted in 2019 would consist solely of restricted stock (performance-based and time-based), rather than a mix of restricted stock and options. Consequently, in 2019, no options were awarded to any named executive officer of the Company as part of the annual equity awards.
In addition, as part of the Compensation Committee’s 2018 review of executive compensation arrangements, and in consultation with PM, the Compensation Committee recommended that the Board adopt Severance Agreements for a key group of senior executive officers. The Compensation Committee believes adoption of the Severance Agreements supports us in attracting, motivating and retaining these key executives. We have entered into Severance Agreements with each of the named executive officers, as well as other members of the executive team. The Severance Agreements provide for a fixed term and certain severance payments and benefits to these executives upon termination of their employment under defined circumstances, including in connection with a change in control. In addition, in connection with the execution of the Severance Agreements, the Company and each of these executives entered into Confidentiality, Non-Solicitation and Non-Competition Agreements (the “Non-Compete Agreements”). For further discussion of the Severance Agreements, see the “Potential Payments Upon Termination or Change of Control” herein.
The discussion below provides an overview of the Company’s 2019 named executive officer compensation program. In addition, the Company has included a separate description of the actual compensation paid to each named executive officer and the basis for such compensation.
Base Salary.   Base salary levels for our named executive officers are reviewed each year and adjusted based upon a variety of factors including the named executive officer’s tenure with us, scope of responsibility and influence on our operations, individual performance and accomplishments, internal equity, experience and changes in the competitive marketplace, as well as the economic environment and expense considerations. The factors impacting base salary levels are not independently assigned specific weights.

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In early 2016,December 2018, Mr. Presley,Knowles, who served as our former Presidentpresident and Chief Executive Officer,chief executive officer until his resignation on February 5, 2020, reviewed the base salary for each named executive officer in place at such time, excluding himself, and presented the Compensation Committee with recommendations regarding changes in the base salaries for such named executive officers, together with a performance assessment and historical compensation information including equity grants and holdings for each named executive officer. The Compensation Committee considered Mr. Presley’sKnowles’ recommendations in determining the base salaries for all named executive officers in place at such time and, after discussion, recommendedapproved adjustments to the base salaries of the named executive officers based upon, among other things, their performance, contributions to the Company and competitive factorsfactors. In March 2019, the Compensation Committee consulted the 2017 Compensation Report and such recommendation wasother information provided by PM and recommended to the Board, and independent directors of the Board approved, by the Board.an increase in Mr. Knowles’ salary. The Compensation Committee approved all offers, including base salaries, for named executive officers or executive officers being promoted or hired into named executive officer roles. Base salaries for these new or newly promoted employees including those recruited to fill executive officer positions, were set at levels deemed appropriate to attract and motivate them. Thesuch officers after referencing the 2017 Compensation Committee did not recommend any change to Mr. Presley’s salary and annual bonus for 2016. The Compensation Committee approved all offers for new executive officers or executive officers being promoted into new executive officer roles, and, the Board approved the compensation for Mr. Knowles upon his promotion to Chief Executive Officer during 2016 based on the Compensation Committee’s recommendation.

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Annual Cash Bonus Awards.   In 2016,2019, our named executive officers had the opportunity to earn an annual cash bonus award under our Annual Bonus Plan for Executive Management (the “Bonus Plan”). The amounts payable under the Bonus Plan are expressed as a percentage of annual base salary for each participant (the “Target Bonus”). The Target Bonuses are reviewed annually and vary among the Bonus Plan participants based upon, among other things, their responsibilities, ability to influence operations and performance, internal equity considerations, and position. The maximum potential annual cash bonus award that our named executive officers could achieve was 200% of their Target Bonus, other than Mr. Thomsen who could achieve 175% of his Target Bonus and Mr. Mulvaney who could achieve 150% of his Target Bonus, based only on the achievement of certain objective financial performance measures. Certain newThe amount of the Target Bonus payable at the threshold level of performance was 25% in 2018. However, for the 2019 bonus plan, to address retention concerns, the Compensation Committee determined to set the amount of the Target Bonus payable at the threshold level of performance at 50%. Named executive officers that were hired during the year had the opportunity to earn a prorated bonus under the Bonus Plan based upon the duration of their service during the year.

For the 20162019 Bonus Plan, the Compensation Committee determined in the fourth quarter of 2018 that the Target Bonuses for each named executive officer would be a defined percentage of his/her Base Salary, and weighted as follows: 60%50% net sales performance, 20% gross marginAdjusted Gross Margin Dollar performance, and 20%30% on adjusted operating incomeAdjusted Operating Income performance. A scale was established for each component which set percentages of the Target Bonuses that would be paid out depending on our achievement for the year relative to that component. The scales were designed to provide incentive bonuses for superior achievement, while being consistent with the Compensation Committee’s views on the difficulty of achieving that level of performance. The Compensation Committee also determined that if  (i) the Company’s Adjusted Operating Income performance in 20162019 fell 0-10% belowin the minimum Threshold value,range of  $10 million – $21.1 million, the calculated bonus payouts to each individual for net sales, Adjusted Gross Margin Dollar and gross marginAdjusted Operating Income each would be reduced by 25% and (ii) the Company’s Adjusted Operating Income performance in 2016 falls more2019 was less than 10% below the minimum Threshold value set forth above,$10 million, the calculated bonus payouts to each individual for net sales, Adjusted Gross Margin Dollar, and gross marginAdjusted Operating Income each would be reduced by 50%. The applicable scales for each component of the 20162019 Bonus Plan are set forth below:

as follows:

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Net Sales Performance Component Scale (60%(50% of Target Bonus)

​​​Net Sales​​Percent of Net Sales
Target Bonus
Awarded for
Employees Eligible for
200% Maximum
Payout*		​
​​​Less than $1,084,600,000​​​​0%​​
Threshold:
​​$1,084,600,000​​​​50%​​
Target:​​$1,180,000,000​​​​
100%
​​
Maximum:
​​$1,239,000,000 or greater​​​​200%​​
Net Sales RangePercent of Net Sales
Target Bonus
Awarded for
Employees Eligible for
200% Maximum
Payout

Less than $1,082,378,616

0% 

Threshold:

$1,082,378,616 – $1,093,385,931

25% 

$1,102,072,541 – $1,135,297,419

75% 

Target:

$1,135,297,420 – $1,153,545,498

100% 

$1,153,545,499 – $1,169,852,283

125% 

$1,169,852,284 – $1,184,945,513

150% 

$1,184,945,514 – $1,190,048,315

175% 

Maximum:

$1,190,048,316 or greater

200% 

Adjusted Gross Margin Dollar Component Scale (20% of Target Bonus)

​​​Adjusted Gross Margin Dollar​​Percent of Adjusted
Gross Margin Dollar
Target Bonus
Awarded for
Employees Eligible for
200% Maximum
Payout*		​
​​​Less than $386,300,000​​​​0%​​
Threshold:
​​$386,300,000​​​​50%​​
Target:
​​$434,000,000​​​​100%​​
Maximum:
​​$477,400,000 or greater​​​​200%​​
Gross Margin RangePercent of Gross
Margin Target Bonus
Awarded for
Employees Eligible for
200% Maximum
Payout

Less than $372,082,156

0% 

Threshold:

$372,082,156 – $375,918,550

25% 

$375,918,551 – $378,946,104

50% 

$378,946,105 – $390,526,014

75% 

Target:

$390,526,015 – $396,886,041

100% 

$396,886,042 – $402,569,466

125% 

$402,569,467 – $407,829,929

150% 

$407,829,930 – $409,608,415

175% 

Maximum:

$409,608,416 or greater

200% 

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Adjusted Operating Income Component Scale (20%(30% of Target Bonus)

​​​Adjusted Operating Income​​Percent of Adjusted
Operating Income
Target Bonus
Awarded for
Employees Eligible for
200% Maximum
Payout*		​
​​​Less than $10,700,000​​​​0%​​
Threshold:
​​$10,700,000​​​​50%​​
Target:​​36,500,000​​​​100%​​
Maximum:
​​$54,800,000 or greater​​​​200%​​
Adjusted Operating Income RangePercent of Adjusted
Operating Income
Target Bonus
Awarded for
Employees Eligible for
200% Maximum
Payout

Less than $43,501,597

0% 

Threshold:

$43,501,597 – $44,736,385

25% 

$44,736,386 – $45,971,173

50% 

$45,971,174 – $54,546,142

75% 

Target:

$54,546,143 – $59,172,284

100% 

$59,172,285 – $63,224,466

125% 

$63,224,467 – $66,906,892

150% 

$66,906,893 – $67,891,998

175% 

Maximum:

$67,891,999 or greater

200% 
​

*
Payouts for performance between Threshold and Target or Target and Maximum are calculated using straight-line interpolation. The maximum payout for named executive officers is 200% of their Target Bonus, except for Mr. Thomsen, whose maximum payout is 175% of his Target Bonus, and Mr. Mulvaney, whose maximum payout is 150% of his Target Bonus.
​
The term “Adjusted Operating Income” is the Company’s operating income adjusted for anticipated and unanticipated one-time expenses related to legal fees and costs, public relations expenses and regulatory fines or settlements pertaining to the Kramer employment case discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”) and certain Related Laminate Maters (as defined in the Form 10-K), 60 Minutes story, CARB, CSPC/CDC, Proposition 65, DOJDepartment of Justice and SEC matters, and associated lawsuits; the costs of the Special Committee of the Board of Directors; retention bonus payments made in 2016;tariff and duty-related out-of-period items, including Harmonized Tariff Schedule; insurance recoveries related to certain significant legal actions and certain other extraordinary expenses. The term “Adjusted Gross Margin Dollar” is the Company’s in-home air quality testing program.gross margin in dollars adjusted for certain unusual expenses by the Compensation Committee, in its discretion. The Compensation Committee retained the discretion to determine those adjustments appropriate for calculating Adjusted Operating Income so asand Adjusted Gross Margin Dollar to fairly react to unknown future events.

In 2016,determining 2019

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Bonus Plan performance, the Compensation Committee did permit certain adjustments in determining Adjusted Gross Margin Dollar and Adjusted Operating Income that the Committee felt were extraordinary or unusual amounts that would be unfair and unmotivating to include in the calculations, including certain additional legal costs and settlements.
In 2019, our actual net sales as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019 were $960,588,101,$1,092,602,000 resulting in a percent of net sales target bonus awarded for our named executive officers of 92.6%. Based on our 2019 results, our percent of Adjusted Gross Margin Dollar target bonus awarded for our named executive officers was 93.1%, and our actual gross margin andpercent of Adjusted Operating Income target bonus awarded for our named executive officers was 67.7%. Accordingly, pursuant to the Bonus Plan, amounts equal to 64.0% of each named executive officer’s total bonus opportunity were below their respective threshold amounts. Accordingly, the threshold performance measuresawarded under the Bonus Plan were not attained and no amounts were awarded to participants under the Bonus Plan.

Long-Term Equity Incentive Awards.   The long-term component of our compensation program consists of the grant of equity awards that are intended to create a mutuality of interest with stockholders by motivating our named executive officers to manage our business so that our stockholders’ investment will grow in value over time. The equity awards are also intended to promote retention. Because the benefit received depends upon the performance of our stock price and our performance over the term of the equity incentive award, such awards are intended to provide incentives for named executive officers to enhance our long-term performance, as reflected in stock price appreciation over the long term, thereby increasing stockholder value.

We currently provide equity awards pursuant to the Amended and Restated Lumber Liquidators Holdings, Inc. 2011 Equity Compensation Plan, (the “2011 Plan”), from which we may, among other things, grant stock options, restricted stock awards and other equity awards. During 2019, the Compensation Committee determined to amend the 2011 Plan to include additional shares and other administrative changes. Stockholders approved the amended 2011 Plan at the 2019 Annual Meeting of Stockholders. We intend equity awards to be a meaningful portion of our named executive officers’ total compensation in order to align their interests with our long-term growth and the creation of stockholder value.

Consistent with past practices, in early 2016,2019, Mr. PresleyKnowles provided the Compensation Committee with recommendations regarding equity awards to each named executive officer in place at such time, excluding himself. In determining the amounts of the equity awards for named executive officers, with the exception of Mr. Presley,Knowles, the Compensation Committee considered the recommendations submitted by Mr. PresleyKnowles and an evaluation of the fair value of the equity award in relation to the individual’s total compensation. Additionally, these equity awards were based upon their respective responsibilities and performance as well as retention considerations and compensation levels among our other executive officers. In 2016,2019, for our named executive officers at that time, we changed our practice of issuingissued annual equity grants with a mix of 75% non-qualified stock options and 25% time-based50% performance-based restricted stock to a mix of 50% non-qualified stock options and 50% time-based restricted stock (which vest ratably over four years) with exceptions made withthe exception of non-annual equity grants made in connection with the hiring or promotion of named executive officers. This change in mix to increaseAs discussed earlier, given the percentageprice of full-value awards was prompted, in part, by the Compensation Committee’s mindfulness of the volume of shares ofour common stock, then currentlythe number of shares available under the 2011 Plan at the time, and the employee retention and motivation needs of the Company, the Compensation Committee determined the mix of equity awards granted in 2019 would consist solely of restricted stock (performance-based and time-based), rather than a desiremix of restricted stock and options, as was the case in prior years.
For the performance-based restricted stock granted in 2019, 50% will vest based on obtaining an adjusted EBITDA goal and 50% will vest based on obtaining an adjusted operating margin target. None of these shares of performance-based restricted stock will vest unless the performance objectives are at least at the 50% payout target threshold, and the amount earned will range from 0 to maintain flexibility for future key hires.200% of the target award, depending on the actual performance against the performance targets. The equity grants made2019 performance-based restricted stock awards were structured as a two-year performance period plus time-based vesting with 50% of any shares earned vesting at the end of the two-year performance period and the remaining 50% of any earned shares vesting at the end of the third year. A two-year performance period was chosen over a longer period given the current uncertainty in the first quarter of 2016 to our

Company’s performance prospects and the difficulty in determining longer term targets.

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executive officers were a mix of 50% non-qualified stock options and 50% restricted stock awards, which vest ratably over four years. With regards to Mr. Presley, who received an equity grant upon his hiring in 2015, no further grants were made during 2016.

With regard to new executive officers hired during 2016,2019, the Company addressed each situation individually to determine equity grants that the Company believed were sufficient to attract, motivate and retain each individual. Further, the mix of equity awards between non-qualified stock options and restricted stock varied amongst the individuals. Upon the promotion of Mr. Knowles to Chief Executive Officer in November 2016, the Compensation Committee determined to request that PM perform and update an analysis of peer companies to support discussion as to the appropriate total compensation (including long-term incentives) for Mr. Knowles and addressed such matters during the first quarter of 2017.

Named Executive Officers.   The following is a summary of the compensation for the named executive officers in 2016.2019 (other than Mr. Agard who resigned as of April 5, 2019). Due to Mr. Agard’s resignation, he did not receive a merit increase or an equity grant in 2019. In addition, Mr. Agard did not receive any payments under the Bonus Plan related to 2019. The named executive officers have certain employment or other arrangements discussed below and also may have certain severance arrangements that are discussed in more detail under “Potential Payments Upon Termination of Change of Control” beginning on page 3133.

Dennis R. Knowles.  Mr. Knowles joined the Company in March 2016 as Chief Operating Officer. In connection with his hiring, his base salary was set at $525,000, the Compensation Committee approved an equity grant to Mr. Knowles of non-qualified stock options with a cumulative value of $1,000,000 that vest ratably over four years, and he received relocation reimbursement assistance up to $100,000 (relocation expenses that were not tax deductible were grossed up at 35% with a final true-up upon completion of Mr. Knowles’ relocation). Additionally, Mr. Knowles’ target bonus amount was 60% of his annual base salary. Mr. Knowles was promoted to Chief Executive Officer in November 2016, at which time his base salary was increased to $625,000 and his target bonus amount was increased to 100% of his annual base salary. In establishing Mr. Knowles’ total compensation at the time of hire and again at the time of his promotion to Chief Executive Officer, the Compensation Committee considered, among other matters, information from the 2015 Compensation Study, historical compensation, internal equity, and performance. Mr. Knowles participated in the Bonus Plan in 2016 on a prorated basis based upon his date of hire and position, but because the Company did not achieve its performance goal under the Bonus Plan, no amounts were paid out to Mr. Knowles. Mr. Knowles’ compensation upon his promotion to Chief Executive Officer was approved by the independent members of the Board based on the recommendation of the Compensation Committee.

As a result of Mr. Knowles assuming the role of Chief Executive Officer in 2016, the Compensation Committee reviewed and benchmarked Mr. Knowles total compensation in early 2017 and recommended adjustments to the Board in March 2017. Based on the recommendation of the Compensation Committee, in March 2017, the independent members of the Board approved the following adjustments to Mr. Knowles total compensation: (i) a base salary increase to $675,000, effective as of April 1, 2017, (ii) a $500,000 grant of restricted stock that cliff vests after three years to be granted three days following the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, and (ii) non-qualified stock options with a cumulative value of $500,000 that vest ratably over four years to be granted three days following the filing of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

John M. Presley.  Mr. Presley assumed the role of Chief Executive Officer of the Company in November 2015 and served until November 9, 2016, during which time he received a base salary of $625,000 and had a target bonus amount equal to 100% of his annual base salary. In reviewing Mr. Presley’s total compensation, the Compensation Committee considered, among other matters, information from the 2015 Compensation Study, historical compensation and internal equity. Mr. Presley participated in the Bonus Plan in 2016, but because the Company did not achieve its performance goal under the Bonus Plan, and because Mr. Presley’s employment with the Company ceased prior to the end of 2016, no amounts were paid out to Mr. Presley. Pursuant to the terms of Mr. Presley’s employment agreement and a general release associated with his termination, Mr. Presley received the severance set forth in his employment agreement in the amount of $740,515, which includes certain group health insurance benefits pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”).


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Martin D. Agard.  Mr. Agard joined the Company in September 2016 as Chief Financial Officer. In connection with his hiring, and after considering, among other matters, a recommendation by Mr. Presley as Chief Executive Officer, compensation arrangements for the existing executive officers, the 2015 Compensation Study and historic compensation levels, Mr. Agard’s base salary was set at $435,000, he received relocation reimbursement assistance up to $100,000 (net before reimbursable relocation expenses that were not tax deductible were grossed up at 35%), and had a target bonus amount equal to 60% of his annual base salary. He was also issued an equity award, consisting of 75% non-qualified stock options and 25% time-based restricted stock, with a total cumulative value of $700,000, each of which vests ratably over four years. Subject to the discretion of the Compensation Committee, the equity grant awarded to Mr. Agard is intended to cover prospective equity grants through 2019. Mr. Agard participated in the Bonus Plan in 2016 on a prorated basis based on his date of hire, however, because the Company did not achieve its performance goal under the Bonus Plan, no amounts were paid to Mr. Agard.

Gregory A. Whirley, Jr.  Mr. Whirley joined the Company in May 2015 as Senior Vice President, Finance and served as interim Chief Financial Officer until September 2016. In November 2016, he assumed the role of Senior Vice President, Finance and Risk Management.   In early 2016,2019, as part of the Company’s regular review process described above, Mr. WhirleyKnowles received a merit increase of 6%3.0% in his annual base salary, which increased his annual base salary to $318,000.$746,750. Mr. WhirleyKnowles also received an annual equity grant valued at $150,000$1,125,000, with 50% of such amount in non-qualifiedperformance-based restricted stock optionsawards, and 50% of such amount in time-based restricted stock awards. The time-based restricted stock awards which vest ratably over four years. PursuantSubject to his offer letter, Mr. Whirley’s target bonus amount is equal tomeeting the applicable performance targets set forth in the grant agreement, 50% of his annual base salary.the performance-based restricted stock awards will vest on the two-year anniversary of the grant date and the other 50% will vest on the three-year anniversary of the grant date. The actual amount of performance-based restricted stock earned will range from 0 to 200% of the target award, depending on the actual performance against the performance targets. Mr. WhirleyKnowles participated in the Bonus Plan in 2016, but because the Company did not achieve its performance goal under2019 with a target payout of 100% of his annual base salary and, pursuant to his Severance Agreement and the Bonus Plan, no amounts werereceived a bonus equal to $477,705. In connection with Mr. Knowles resignation on February 5, 2020 and in consideration of Mr. Knowles’ execution of the Waiver and Release Agreement, we paid out to Mr. Whirley.

Carl R. Daniels.Knowles the severance benefits provided for in the Severance Agreement, dated February 26, 2018, between us and Mr. Knowles (the “Knowles Severance Agreement”), and accelerated the vesting of portions of certain equity awards. See “Potential Payments Upon Termination of Change of Control” beginning on page 33, for a discussion of Mr. Knowles aggregate severance benefit.

Charles E. Tyson.   In early 2016,2019, as part of the Company’s regular review process described above, Mr. DanielsTyson received a merit increase of 3%3.0% in his annual base salary, which increased his annual base salary to $336,800.$515,000. Mr. DanielsTyson also received an annual equity grant valued at $315,000, with 50% of such amount in performance-based restricted stock awards, and 50% of such amount in time-based restricted stock awards. The time-based restricted stock award vest ratably over four years. Subject to meeting the applicable performance targets set forth in the grant agreement, 50% of the performance-based restricted stock award will vest on the two-year anniversary of the grant date and the other 50% will vest on the three-year anniversary of the grant date. The actual amount of performance-based restricted stock earned will range from 0 to 200% of the target award, depending on the actual performance against the performance targets. Mr. Tyson participated in the Bonus Plan in 2019 with a target payout of 70% of his annual base salary and, pursuant to the Bonus Plan, received a bonus equal to $230,616. In connection with Mr. Tyson’s appointment as Interim President and Principal Executive Officer on February 6, 2020, Mr. Tyson’s base salary was increased on an interim basis by $12,000 per month.
Nancy A. Walsh.   Ms. Walsh was appointed as our chief financial officer pursuant to the terms of an offer letter, effective as of August 9, 2019. In connection with Ms. Walsh’s appointment, Ms. Walsh received an annual base salary of  $500,000 and a $50,000 one-time sign-on bonus. Ms. Walsh was eligible to participate in the Bonus Plan with a target payout of 60% of her annual base salary for 2019, with any earned bonus pro-rated to the date of hire in 2019. Pursuant to the Bonus Plan, Ms. Walsh received a bonus equal to $63,971. In connection with her appointment, Ms. Walsh also received an equity award pursuant to the 2011 Plan with a total cumulative value of  $750,000, which was granted three business days after the release of third quarter 2019 earnings. The equity award consisted of 50% restricted stock and 50% options. Each of the restricted stock and the options will vest 25% ratably over a four-year period beginning on the first-year anniversary of the grant date. Ms. Walsh was provided with up to $200,000 in reasonable relocation expenses in accordance with our relocation policy in connection with her appointment. In connection with the expansion of Ms. Walsh’s duties following Mr. Knowles resignation, on February 6, 2020, Ms. Walsh’s base salary was increased on an interim basis by $8,000 per month.
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Timothy J. Mulvaney.   In connection with Mr. Agard’s resignation, Mr. Mulvaney was appointed interim chief financial officer and received an increase in his annual base salary to $350,000. In connection with his interim appointment, Mr. Mulvaney also received an equity grant valued at $175,000$200,000, which was granted three business days after the release of second quarter 2019 earnings. The equity award consisted of restricted stock which will vest 25% ratably over a four-year period beginning on the first-year anniversary of the grant date. In connection with 50%the interim appointment, Mr. Mulvaney was also granted a retention bonus of  $100,000 payable on its one-year anniversary or sooner if named as the permanent chief financial officer. Prior to his interim appointment, Mr. Mulvaney also received an annual equity grant valued at $108,000, with 100% of such amount in non-qualified stock options and 50% in time-based restricted stock awards, each of which vests ratablyvesting over four years. In 2015, pursuantFollowing Ms. Walsh’s appointment as the permanent chief financial officer, Mr. Mulvaney’s annual salary was set at $300,000 and the Compensation Committee determined to apay the previously-discussed retention agreement betweenbonus if he remained at the Company andthrough March 31, 2020 in recognition of Mr. Daniels,Mulvaney’s service during the interim period. Mr. Daniels became entitled to receive a cash bonus of $98,000 on December 31, 2016, to be paid in 2017. Mr. DanielsMulvaney participated in the Bonus Plan in 2016 at2019 with a target bonus amount equal to 60%payout of 40% of his annual base salary. Because the Company did not achieve its performance goal undersalary and, pursuant to the Bonus Plan, no amounts were paid outreceived a bonus equal to Mr. Daniels.

Sandra C. Whitehouse.$76,765.

M. Lee Reeves.   In early 2016,2019, as part of the Company’s regular review process described above, Ms. WhitehouseMr. Reeves received a merit increase of 3%2.0% in herhis annual base salary, which increased herhis annual base salary to $309,677. Ms. Whitehouse$392,700. Mr. Reeves also received an annual equity grant valued at $267,000, with 50% of such amount in performance-based restricted stock awards, and 50% of such amount in time-based restricted stock awards. The time-based restricted stock award vest ratably over four years. Subject to meeting the applicable performance targets set forth in the grant agreement, 50% of the performance-based restricted stock award will vest on the two-year anniversary of the grant date and the other 50% will vest on the three-year anniversary of the grant date. The actual amount of performance-based restricted stock earned will range from 0 to 200% of the target award, depending on the actual performance against the performance targets. Mr. Reeves participated in the Bonus Plan in 2019 with a target payout of 50% of his annual base salary and, pursuant to the Bonus Plan, received a bonus equal to $125,607.
Christopher N. Thomsen.   In early 2019, as part of the Company’s regular review process described above, Mr. Thomsen received a merit increase of 3.0% in his annual base salary, which increased his annual base salary to $318,270. Mr. Thomsen also received an equity grant valued at $150,000$243,000, with 50% of such amount in non-qualifiedperformance-based restricted stock optionsawards, and 50% of such amount in time-based restricted stock awards. The time-based restricted stock award vest ratably over four years. Subject to meeting the applicable performance targets set forth in the grant agreement, 50% of the performance-based restricted stock award will vest on the two-year anniversary of the grant date and the other 50% will vest on the three-year anniversary of the grant date. The actual amount of performance-based restricted stock earned will range from 0 to 200% of the target award, depending on the actual performance against the performance targets. Additionally, in December 2019, the Board approved and Mr. Thomsen received an equity grant valued at $100,000, with 100% of such amount in time-based restricted stock awards, each of which vestsvesting ratably over four years. In 2015, pursuant to a retention agreement between the Company and Ms. Whitehouse, Ms. Whitehouse became entitled to receive a cash bonus of $75,000 on December 31, 2016, to be paid in 2017. Ms. WhitehouseMr. Thomsen participated in the Bonus Plan in 2016 at2019 with a target bonus amount equal topayout of 50% of her annual base salary. Because the Company did not achieve its performance goal under the Bonus Plan, no amounts were paid out to Ms. Whitehouse.

Marco Q. Pescara.  During 2016, Mr. Pescara received a base salary of $433,628. Mr. Pescara participated in the Bonus Plan in 2016 at a target bonus amount equal to 60% of his annual base salary. Because the Company did not achieve its performance goal undersalary and, pursuant to the Bonus Plan, no amounts were paid outreceived a bonus equal to Mr. Pescara.

$101,801.

Clawback Provisions

In December 2016, the Board approved

The executive officers are subject to a Clawback Policy. Under the Clawback Policy, in the event of a restatement of the Company’s financial results (other than a restatement caused by a change in applicable accounting rules or interpretation), a committee consisting of the non-management members of the Board (the “Independent Director Committee”) will review and determine whether any bonus incentive payment, equity award or other compensation awarded or received by an executive officer of the Company, as defined by Rule 16a-1(f) of the Exchange Act, was based on any financial results or operating metrics that were satisfied


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as a result of such officer’s knowing or intentional fraudulent or illegal conduct. If the Independent Director Committee determines that such executive officer received any bonus, incentive payment, equity award or compensation based on any financial results or operating metrics that were satisfied as a result of such officer’s knowing or intentional fraudulent or illegal conduct, then the Independent Director Committee will recover from such executive officer such compensation (in whole or in part) as it deems appropriate under the circumstances.

In determining whether to seek recovery, the Independent Director Committee may take into consideration whether (i) to do so would be unreasonable or (ii) if it would be better for the Company not
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to do so. In making such determination, the Independent Director Committee will take into account such considerations as it deems appropriate, including (A) the likelihood of success under governing law versus the cost and effort involved, (B) whether the assertion of a clamclaim that may prejudice the interest of the Company, including in any related proceeding or investigation, (iii)(C) the passage of time since the occurrence of the act in respect of the applicable fraud or intentional illegal conduct and (iv)(D) any pending legal proceeding relating to the applicable fraud or intentional illegal conduct. Notwithstanding anything to the contrary in the Clawback Policy, following a restatement of the Company’sour financial statements, the Companywe will recover from the Chief Executive Officerpresident and chief executive officer and the Chief Financial Officerchief financial officer that which is required to be recovered by Section 304 of the Sarbanes-Oxley Act of 2002.

Additionally, under our equity award agreements, in the event the Compensation Committee determines that an executive officer willfully engaged in conduct harmful to us, the equity award may be forfeited and/or the executive officer may be required to repay any stock acquired or received as a result of the award or any sums realized as a result of the sale of stock acquired or received as a result of the award. Likewise, under the Bonus Plan, the Compensation Committee may require an executive officer to repay all or any portion of an award issued under the Bonus Plan if the Compensation Committee determines that the award was earned based on inaccurate financial objectives, performance data, metrics or other information or that the participant willfully engaged in conduct harmful to us. Furthermore, our equity award agreements with our employeesexecutive officers and our Bonus Plan contain clawback provisions that are intended to comply with Section 954 of Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and all regulations and rulemaking thereunder. Specifically, if, as a result of material non-compliance with any financial information required to be reported under securities laws, the Company is required to prepare a restatement of its financial statements and the Compensation Committee determines that such amounts are to be repaid, then any awards or payments made to executives will be forfeited or repaid with the amount of such forfeiture or repayment to be equal to the difference between the award or payment received and the amount, if any, of the award or payment that would have been granted or issued based on the restated financial statements.

Prohibition on Pledging or Hedging Company Stock

Our Insider Trading Policy provides that no insider may pledge the Company’s securities or hold the Company’s securities in a margined account. Further, our policy prohibits our insiders and employees from buying or selling options, warrants, puts and calls or similar instruments on the Company’s securities, selling the Company’s securities short or entering into hedging or monetizing transactions or similar arrangements with respect to the Company’s securities. For purposes of our Insider Trading Policy, a copy of which can be found on our website, insiders include, among others, our officers and directors.


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Director and Officer Stock Ownership Guidelines

In December 2016, we implemented

We have a stock ownership guidelines policy (the “Ownership Guidelines”) for our non-employee directors and certain of our executive officers (as designated by the Board) in order to align the financial interests of such executive officers and non-employee directors with those of the Company’s stockholders and to further promote the Company’s commitment to sound corporate governance. The stock ownership requirements are as follows:

Position​​Value of Shares​
Chief Executive Officer​​5 times base salary​
Chief Customer Experience Officer​​3 times base salary​
Chief Financial Officer​​2 times base salary​
Executive Officers (other than the Chief    Executive Officer, Chief Customer    Experience Officer and Chief Financial    Officer)​​1 times base salary​
Non-Employee Directors​​2.5 times annual board retainer
(exclusive of committee compensation but inclusive of supplemental base retainer for the Board Chairperson)chairperson)		​

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The participants in the Ownership Guidelines are expected to meet the applicable guideline no more than five years after first becoming subject to them and are expected to continuously own sufficient shares to meet the applicable guideline once attained. Although having five years after first becoming subject to the Ownership Guidelines to meet the applicable guideline, as of December 31, 2016,2019, Messrs. Robinson, Roper and Wade and Ms. Taylor already meet the guideline applicable to each of them. All of our executive officers and directors were in compliance with the holding guidelines in the Ownership Guidelines in 2019. Stock that may be considered in determining compliance with the Ownership Guidelines includes:

•
Shares owned directly by the participant or indirectly by the participant through (i) his or her immediate family members (as defined in the Ownership Guidelines) residing in the same household or (ii) trusts for the benefit of the participant or his or her immediate family members;
​
•
Vested shares of restricted stock held by the participant;
​
•
Shares underlying vested stock options held by the participant that are “in the money”; and
​
•
Shares held pursuant to the Lumber Liquidators Holdings, Inc. Outside Director Deferral Plan (the “Deferral Plan”) (i.e., deferred stock units).

​
The Compensation Committee is responsible for monitoring the application of the Ownership Guidelines.

2017 Compensation Program

As noted above, in late 2016,

2020 Peer Group
In September 2019, with the assistance of PM, the Compensation Committee engaged PM to analyze the Company’s compensation programs. In conducting itsundertook a comprehensive review and assessment for 2017, the Compensation Committee considered the 2017 Compensation Report provided by PM, as well as the Company’s need to continue to attract and retain competitive leadership during a period of restructuring and rebuilding. The Compensation Committee then determined that no material structural changes to our historical executive officer compensation program were necessary. As a result, under the leadership of the Compensation Committee, we intendpeer group for 2020 compensation. In order to continue our managementincrease the statistical reliability of executive officer compensation withthe peer group and to allow the group to withstand further industry consolidation, the following objectives:

to maintain a straightforward and flexible program that allows us to make adjustments in response to changes in market conditions and reward performance;
to providecompanies form the peer group for 2020 compensation packages necessary to attract and retain key executive officers to help ensure that we remain competitive;determinations:
​Floor & Décor Holdings, Inc.*​​Shoe Carnival, Inc.​
​La-Z-Boy Incorporated*​​Hibbett Sports, Inc.​
​Sleep Number Corporation*​​Big 5 Sporting Goods Corporation*​
​Conn’s, Inc.​​Zumiez Inc.​
​Knoll, Inc.​​The Container Store Group, Inc.​
​At Home Group Inc.*​​Haverty Furniture Companies, Inc.​
​Monro, Inc.​​Ethan Allen Interiors Inc.​
​Vitamin Shoppe, Inc.​​Citi Trends, Inc.*​
​Kirkland’s, Inc.​​​​
to provide non-equity incentive compensation that depends on our financial performance, as compared against established goals, and promotes collaboration and unified focus among our executive officers; and
to provide an appropriate link between compensation and the creation of stockholder value through equity awards tied to our long-term performance.​
*
Indicates new additions to peer group for 2020.

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To achieve these objectives, we will continue to utilize a mix of base salary, annual cash bonus awards and equity incentive awards. These components of executive compensation will be used together to strike an appropriate balance between cash and stock compensation and between short-term and long-term incentives. Although the components remain the same, there are a few changes noted below.

Base salary will remain a key part of our executive officer compensation, allowing us to attract and retain qualified executive officers.​
The annual cash bonus will be used to incentivize our executive officers to successfully coordinate efforts, in both the short and long terms, to enhance our business, and therefore stockholder value. The annual cash bonuses will continue to be awarded on the basis of our achievement of certain objective financial performance measures to maintain alignment and consistency among our executive officers. As opposed to years prior to 2016 where the performance measure for the annual cash bonus was based upon operating income and for 2016 where the performance measure for the annual cash bonus was based upon a combination of net sales, gross margin and operating income, the annual cash bonus plan for 2017 will be based upon a combination of net sales, adjusted gross margin and adjusted operating income.
Equity awards will continue to be awarded to executive officers in the form of stock options and restricted stock. As noted above, the Compensation Committee engaged PM to review the use of long-term and short-term performance vesting criteria for inclusion in the Company’s long-term incentive compensation. Given the Company’s current financial positions, strategic initiatives, and other factors including difficulty in setting performance targets, it was determined that maintaining the current long term incentive structure of options and time-based vesting restricted stock remains an appropriate method to align management’s interests with long-term stockholder interests and to encourage retention of key performers for 2017 and to revisit the issue again in future years. In 2017, we continued our practice of issuing annual equity grants with a mix of 50% non-qualified stock options and 50% time-based restricted stock, with exceptions made with non-annual equity grants in connection with the hiring or promotion of executive officers. The Compensation Committee intends to continue to evaluate alternative performance-based long-term incentive programs for its officers.

Compensation Risk Assessment

Among other things, the Compensation Committee reviews our compensation policies and practices to determine whether they subject us to unnecessary or excessive risk. In so doing, the Compensation Committee considers whether such policies and practices are appropriately structured to promote the achievement of goals without encouraging the taking of unwarranted or undue risk. Additionally, the Compensation Committee reviews the relationship between our risk management policies and practices and compensation, and evaluates compensation policies and procedures that could mitigate risks relating to our compensation program.

We believe that our compensation programs discussed above are designed with the appropriate balance of risk and reward in relation to our overall business strategy and do not incent executive officers or other employees to engage in conduct that creates unnecessary or unjustifiable risks. Specifically, our mix of rewards for short-term performance through base salary and annual cash bonus awards and for long-term performance through equity incentive awards supports these compensation objectives. Moreover, we believe that our utilization of these different compensation components allows us to manage the risks inherent with performance-based compensation. Additionally, our use of mitigation tools such as claw back provisions, oversight by an independent committee of non-employee directors and significant vesting periods for equity awards, provide additional risk protection.

Based upon the review of our compensation practices and policies, we have concluded that they do not create risks that are reasonably likely to have a materially adverse effect on the Company.


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Tax Deductibility Under Section 162(m)

Section 162(m) of the Internal Revenue Code generally precludessets a limit of  $1 million on the amount of compensation that we may deduct for federal income tax deduction bypurposes in any publicly-held company for compensation paid to any “covered employee”given year with respect to the extentcompensation of each of our named executive officers. For years beginning prior to January 1, 2018, the compensation paid to such covered employee exceeds $1 million during any taxable year of the company. “Covered employees” include the Chief Executive Officer of the Company and the three other highest paid officers of the company (other than the Chief Financial Officer). The $1 million deduction limit however, doesunder Section 162(m) of the Internal Revenue Code did not apply to “qualifiedqualified performance-based compensation”compensation that satisfied certain requirements, including, among others, approval of by our shareholders of the material terms of the plan under which the compensation was awarded. Effective for the years beginning on or after January 1, 2018, there is basedno exception under Section 162(m) for qualified performance-based compensation; although a transition rule applies in some circumstances for awards and binding contracts in effect on November 2, 2017 and not materially modified thereafter. Significant aspects of our executive compensation programs were designed previously to permit (but not require) certain compensation paid to our named executive officers to qualify as performance-based compensation exempt from the attainment of pre-established, objective performance goals established under a stockholder — approved plan. WeSection 162(m) limitation. Now that the performance-based exception is no longer available (except as to certain grandfathered arrangements), no assurances can be given that compensation paid to our named executive officers will be fully deductible.
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While we intend to continue to consider the impact of this exclusionthe deduction limit under Section 162(m) when developing and implementing our executive compensation programs. We intend to designprograms, we believe the primary purpose of our executive compensation arrangements is to be consistent withsupport our best interestsbusiness strategy and the long-term interests of our stockholders. Weshareholders. Therefore, we believe that it is important that we maintain the flexibility to preserve flexibility in administeringaward compensation programsthat may not be tax deductible to promote our various corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m) of the Internal Revenue Code. AmountsCode, and amounts paid under any of our compensation programs may not qualifybe deductible as performance-based compensationthe result of Section 162(m). To the extent we determine it to be consistent with our best interests and the interests of our stockholders, we intend to preserve, to the extent practicable, the applicability of the transition rule to existing awards. However, there is no guaranty that is excluded fromsuch transition status can or will be applicable. Despite the Section 162(m) limitationlimits on deductibility.

We currentlydeductibility, however, we continue to believe, that we should be ableand intend to continue to managestructure our compensation program for our named executive officers to preserve the related federal income tax deductions, although individual exceptions may occur from time to time. The rules and regulations promulgated under Section 162(m) of the Internal Revenue Code are complicated and subject to change from time to time, sometimes with retroactive effect. There can be no guarantee, therefore, that amounts potentially subject to the Section 162(m) limitations will be treated by the Internal Revenue Service as qualified performance-based compensation under Section 162(m) of the Internal Revenue Code and/or deductible by the Company. A number of requirements must be met under Section 162(m) of the Internal Revenue Code in order for particular compensation to so qualify for the exception,programs such that there can be no assurance that “qualified performance-based”a significant portion of our executive compensation under the 2011 Plan will be fully deductible under all circumstances. In addition, other awards under the 2011 Plan, such as time-vested restricted stock generally will not qualify for the exception under Section 162(m) of the Internal Revenue Code, so that compensation paidprograms is tied to certain covered employees in connection with such awards may, to the extent it and other compensation subject to Section 162(m) of the Internal Revenue Code’s deductibility cap exceed $1 million in a given taxable year, not be deductible by the Company as a result of Section 162(m) of the Internal Revenue Code. Compensation to certain employees resulting from vesting of awards in connection with a change in control or termination following a change in control also may be non-deductible under Internal Revenue Code Sections 4999 and 280G.

corporate performance.

Retirement, Deferred Compensation and Pension Plans

Our executive officers who are eligible may participate at their election in our 401(k) retirement savings plan that provides all employees with an opportunity to contribute up to 50% of their eligible compensation, subject to Internal Revenue Service limitations, to the plan on a tax-deferred basis to be invested in specified investment options and distributed upon their retirement. In addition, a Roth feature allows all employees to contribute up to 50% of their eligible compensation on an after taxafter-tax basis. Consistent with the 401(k) plan, in 2016, we matchedmatch 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. This matching contribution wasis allocated to both traditional 401(k) deferrals and Roth contributions. Employees are immediately 100% vested in the Company’s matching contributions. In 2016,2019, Messrs. Whirley, PescaraKnowles, Mulvaney, Agard, Tyson, Reeves and Daniels and Ms. WhitehouseThomsen contributed to the 401(k) plan.

plan and received matching contributions consistent with our company-wide program described above.

The Board has not adopted any plans for the deferral of executive compensation or for the payment of defined benefits or pensions based on an executive officer’s salary and/or years of service. In addition, we have not adopted a supplemental executive retirement plan or other “excess plan” that pays benefits to highly compensated executives whose salaries exceed the Internal Revenue Service’s maximum allowable salary for qualified plans.


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Advisory Votes on Executive Compensation

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the subsequent rules and regulations promulgated by the SEC, we are including a non-binding advisory resolution approving the compensation of our named executive officers. The vote on this proposal will be non-binding on the Board and us and will not be construed as overruling a decision by the Board or us. This vote will not create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for the Board or us. However, the Compensation Committee values the opinions that our stockholders express in their votes and will consider the outcome of the vote when making future decisions on executive compensation, as it deems appropriate. We are also required, at least once every six years, to submit for stockholder approval a non-binding advisory vote as to the frequency (every one, two or three years) of the non-binding stockholder vote regarding the approval of the compensation of our named executive officers. Accordingly, we are submitting for stockholder approval a proposal regarding the “frequency” vote in this Proxy Statement. See Proposal 4 beginning on page 45 of this Proxy Statement.

At the 2011 Annual Meeting, the stockholders voted in favor of an annual say-on-pay vote and the Company has elected to follow such advisory vote. Accordingly, at the Company’s 2016 Annual Meeting of Stockholders, the Compensation Committee considered the results of the advisory vote by stockholders on executive compensation, or the “say-on-pay” vote. 86.1% of votes cast were in favor of the compensation program offered to the Company’s named executive officers. The Compensation Committee reviewed the “say-on-pay” voting results and considered other factors in assessing the Company’s executive compensation program as discussed in the Proxy Statement. After considering these voting results and factors, the Compensation Committee reviewed and recommended to the Board, and the Board implemented, similar objectives, program and rationale for the compensation of our named executive officers in 2016, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying compensation narrative. As noted above, however, the Compensation Committee is evaluating alternative performance-based long term incentive programs.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based upon that review and discussion, the Compensation Committee recommends to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2019, for filing with the Securities and Exchange Commission.

COMPENSATION COMMITTEE

Martin F. Roper,

David A. Levin, Chairperson
Peter B. RobinsonTerri Funk Graham
Nancy M. Taylor

Dated: March 31, 2017

Famous P. Rhodes

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Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee will be or have ever been one of our officers or employees. None of our executive officers serves or has served as a member of the Board,board of directors or compensation committee, or other Boardsimilar committee, performing equivalent functions of any entity that has one or moreother company whose executive officers servingofficer(s) served as onea member of our directorsBoard or on our Compensation Committee.


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Annual Compensation of Named Executive Officers

Summary Compensation Table

The following table and descriptions set forth information concerning compensation paid to or earned by the two (2)one (1) president and chief executive officersofficer and the two (2)three (3) chief financial officers who served during 2016,2019, and the three other most highly compensated individuals who were serving as our executive officers at the end of the 20162019 fiscal year and whose annual salary and bonus exceeded $100,000 during the 20162019 fiscal year. We refer to these individuals throughout this Proxy Statement as our named executive officers.

Summary Compensation Table

        
        
Name and Principal Position Year Salary
($)		 Bonus
($)		 Stock
Awards
($)(1)		 Option
Awards
($)(1)		 Non-Equity
Incentive
Plan
Compensation
($)(2)		 All Other
Compensation
($)		 Total
($)
Dennis R. Knowles(3)
Chief executive officer
  2016   444,807   —   —   999,996   —   53,636   1,498,439 
John M. Presley(4)
Former chief executive officer		  2016   548,077   —   —   —   —   784,723   1,332,800 
  2015   72,115   —   —   1,134,000   —   299,000   1,505,115 
Martin D. Agard(5)
Chief financial officer
  2016   113,769   —   174,998   525,000   —   36,233   850,000 
Gregory A. Whirley, Jr.(6)
Former interim chief
financial officer and senior vice president, finance and risk management		  2016   314,538   —   74,990   75,000   —   29,040   493,568 
  2015   265,385   75,000   75,000   224,998   —   8,945   649,328 
Carl R. Daniels(7)
Chief supply chain officer		  2016   334,913   98,000   87,493   87,498   —   11,633   619,537 
  2015   330,611   —   262,487   262,491   —   11,614   867,203 
  2014   310,874   —   49,992   149,970   —   25,728   536,564 
Sandra C. Whitehouse(8)
Chief compliance and chief legal officer		  2016   307,943   75,000   74,990   75,000   —   22,409   555,342 
Marco Q. Pescara(9)
Chief merchandising and
marketing officer		  2016   433,628   —   —   —   —   26,562   460,190 
  2015   392,040   —   137,491   412,488   —   23,101   965,120 
  2014   321,760   —   62,437   187,498   —   31,692   603,387 

(1)The amounts in this column reflect the aggregate grant date fair value of stock and option awards granted during the year computed in accordance with ASC 718,Compensation-Stock Compensation. For a discussion of the assumptions relating to these valuations, see Note 7 — Stock-Based Compensation to our audited financial statements included in Item 8 of the Form 10-K filed with the SEC on February 21, 2017.
(2)The amounts in the column reflect annual cash bonus awards through our non-equity incentive plan, referred to as our “Bonus Plan,” earned in the year noted but typically paid in the first quarter of the following year.
(3)Mr. Knowles was not a named executive officer in 2015 and 2014. All other compensation for 2016 includes $7,815 in health benefits, group health plan contributions and life insurance premium and $45,821 in relocation expense reimbursement.
(4)Mr. Presley did not join the Company until 2015. All other compensation in 2016 includes $740,515 in severance payments, $34,247 in vacation payments, and $9,961 in health benefits, group health plan contributions and life insurance premiums. All other compensation in 2015 includes $299,000 in payments earned while serving on the Board, the Audit Committee as chairperson, the Nominating and Corporate Governance Committee, and the Special Committee of the Board.

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(5)Mr. Agard was not a named executive officer in 2015 and 2014. All other compensation for 2016 includes $1,028 in health benefits, group health plan contributions and life insurance premium and $35,205 in relocation expense reimbursement.
(6)Mr. Whirley did not join the Company until 2015. The bonus in 2015 was a signing bonus paid in connection with his hire. All other compensation includes $18,445 and $5,253 in health benefits, group health plan contributions and life insurance premiums for 2016 and 2015, respectively, and $10,594 and $3,692 in matching contributions to our 401(k) plan for 2016 and 2015, respectively.
(7)In 2015, pursuant to a retention agreement between the Company and Mr. Daniels, Mr. Daniels became entitled to receive a cash bonus of $98,000 on December 31, 2016, which was paid in early 2017. All other compensation includes $4,130, $4,491 and $8,211 in group health plan contributions and life insurance premiums for 2016, 2015 and 2014, respectively, and $7,503, $7,123 and $17,517 in matching contributions to our 401(k) plan for 2016, 2015 and 2014, respectively.
(8)Ms. Whitehouse was not a named executive officer in 2015 and 2014. In 2015, pursuant to a retention agreement between the Company and Ms. Whitehouse, Ms. Whitehouse became entitled to receive a cash bonus of $75,000 on December 31, 2016, which was paid in early 2017. All other compensation for 2016 includes $12,057 in health benefits, group health plan contributions and life insurance premiums and $10,352 in matching contributions to our 401(k) plan.
(9)All other compensation includes $16,222, $12,758 and $17,069 in health benefits, group health plan contributions and life insurance premiums for 2016, 2015 and 2014, respectively, and $10,340, $10,343 and $14,623 in matching contributions to our 401(k) plan for 2016, 2015 and 2014, respectively.
Summary Compensation Table
Name and Principal Position​​Year​​Salary
($)		​​Bonus
($)		​​
Stock
Awards
($)(1)
​​
Option
Awards
($)(1)
​​
Non-Equity
Incentive Plan
Compensation
($)(2)
​​All Other
Compensation
($)		​​Total
($)		​
Dennis R. Knowles(3)
Former president and chief executive officer
​​​​2019​​​​​742,772​​​​​—​​​​​1,125,000​​​​​—​​​​​477,705​​​​​24,156​​​​​2,369,633​​
​​​2018​​​​​715,825​​​​​—​​​​​937,482​​​​​312,498​​​​​334,747​​​​​22,141​​​​​2,322,693​​
​​​2017​​​​​661,623​​​​​—​​​​​499,989​​​​​499,992​​​​​705,313​​​​​15,415​​​​​2,382,332​​
Charles E. Tyson(4)
Interim president (principal executive
officer), chief customer experience
officer
​​​​2019​​​​​512,477​​​​​—​​​​​314,990​​​​​—​​​​​230,616​​​​​50,173​​​​​1,108,256​​
​​​2018​​​​​278,913​​​​​—​​​​​—​​​​​999,996​​​​​94,268​​​​​69,039​​​​​1,442,216​​
Nancy A. Walsh(5)
Chief financial officer
​​​​2019​​​​​144,248​​​​​50,000​​​​​374,996​​​​​374,996​​​​​63,971​​​​​97,752​​​​​1,105,963​​
Timothy J. Mulvaney(6)
Chief accounting officer and former
interim chief financial officer
​​​​2019​​​​​310,800​​​​​—​​​​​307,993​​​​​—​​​​​76,765​​​​​17,950​​​​​713,508​​
M. Lee Reeves(7)
Chief legal officer and corporate secretary
​​​​2019​​​​​391,341​​​​​—​​​​​266,990​​​​​—​​​​​125,607​​​​​31,749​​​​​815,687​​
​​​2018​​​​​385,122​​​​​—​​​​​—​​​​​—​​​​​88,881​​​​​199,468​​​​​673,471​​
​​​2017​​​​​198,095​​​​​—​​​​​349,976​​​​​349,986​​​​​117,334​​​​​183,733​​​​​1,199,124​​
Christopher N. Thomsen(8)
Chief information officer
​​​​2019​​​​​316,691​​​​​—​​​​​342,990​​​​​—​​​​​101,801​​​​​23,907​​​​​785,389​​
Martin D. Agard(9)
Former chief financial officer
​​​​2019​​​​​130,579​​​​​—​​​​​—​​​​​—​​​​​—​​​​​16,318​​​​​146,897​​
​​​2018​​​​​449,454​​​​​—​​​​​142,494​​​​​47,499​​​​​124,124​​​​​28,391​​​​​791,962​​
​​​2017​​​​​435,000​​​​​—​​​​​—​​​​​—​​​​​272,721​​​​​115,441​​​​​823,162​​
​
(1)
The amounts in this column reflect the aggregate grant date fair value of stock and option awards granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. For a discussion of the assumptions relating to these valuations, see Note 7 — Stock-Based Compensation to our audited financial statements included in Item 8 of the Form 10-K filed with the SEC on February 24, 2020.

​

(2)
The amounts in the column reflect annual cash bonus awards through our non-equity incentive plan, referred to as our “Bonus Plan,” earned in the year noted but typically paid in the first quarter of the following year.
​
(3)
All other compensation includes $12,956, $13,603 and $15,415 in health benefits, group health plan contributions and life insurance premiums for 2019, 2018 and 2017, respectively, and $11,200 and $8,538 in 2019 and 2018, respectively, in matching contributions to our 401(k) plan. In connection with Mr. Knowles resignation on February 5, 2020 and in consideration of Mr. Knowles’ execution of the Waiver and Release Agreement, we paid Mr. Knowles the severance benefits provided for in the Severance Agreement, dated February 26, 2018, between us and Mr. Knowles, and accelerated the vesting of portions of certain equity awards. See “Potential Payments Upon Termination of Change of Control” beginning on page 33, for a discussion of Mr. Knowles aggregate severance benefit. Mr. Knowles severance benefits are not reflected in the Summary Compensation Table because he resigned in February 2020.
​
(4)
Mr. Tyson was not a named executive officer in 2017. All other compensation in 2019 includes $12,327 in health benefits, group health plan contributions and life insurance premiums, $11,200 in matching contributions to our 401(k) plan, $0 in COBRA reimbursements, and $26,646 in relocation expense reimbursement. All other compensation in 2018 includes $3,544 in health benefits, group health plan contributions and life insurance premiums, $3,462 in matching contributions to our 401(k) plan, $4,550 in COBRA reimbursements, and $57,483 in relocation expense reimbursement. On February 6, 2020, Mr. Tyson was appointed Interim President and Principal Executive Officer.
​
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(5)
Ms. Walsh was not a named executive officer in 2018 or 2017. All other compensation in 2019 includes $824 in health benefits, group health plan contributions and life insurance premiums, $8,022 in COBRA reimbursements, and $88,907 in relocation expense reimbursement.
​
(6)
Mr. Mulvaney was not a named executive officer in 2018 or 2017. All other compensation in 2019 includes $8,086 in health benefits, group health plan contributions and life insurance premiums, and $9,863 in matching contributions to our 401(k) plan.
��
(7)
All other compensation includes $15,835, $17,391 and $4,279 in health benefits, group health plan contributions and life insurance premiums in 2019, 2018 and 2017, respectively, $11,200, $11,000 and $3,850 in matching contributions to our 401(k) plan in 2019, 2018 and 2017, respectively, $171,077 and $175,604 in relocation expense reimbursement in 2018 and 2017, respectively, and $4,714 in executive benefits in 2019.
​
(8)
Mr. Thomsen was not a named executive officer in 2018 or 2017. All other compensation in 2019 includes $12,707 in health benefits, group health plan contributions and life insurance premiums, and $11,200 in matching contributions to our 401(k) plan.
​
(9)
Mr. Agard resigned from the Company in April 2019. All other compensation includes $3,369, $17,391 and $11,416 in health benefits, group health plan contributions and life insurance premiums in 2019, 2018 and 2017, respectively, $91,979 in relocation expense reimbursement in 2017, $9,831, $11,000 and $12,046 in 2019, 2018 and 2017, respectively, in matching contributions to our 401(k) plan, and $3,117 in paid time off payout in 2019.
​
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Grants of Plan-Based Awards

The following table provides information on grants of plan-based awards made to our named executive officers during fiscal 2016:

2019:

Grants of Plan-Based Awards for Fiscal Year 2016

          
          
Name Award Type Grant
Date		 Option Award Approval Date Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)		 All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		 Exercise
Price of
Option
Awards
($)		 Grant Date
Fair Value of
Stock and
Option
Awards
($)
 Threshold
($)(2)		 Target
($)		 Maximum
($)(3)
Dennis R. Knowles  Annual Bonus Plan(4)
             135,387   541,548   1,083,097                     
    Stock Options   3/3/2016   3/3/2016                       100,000(6)   12.01   600,000 
    Stock Options   8/1/2016   8/1/2016                       52,287(7)   15.31   399,996 
John M.
Presley		  Annual Bonus Plan             156,250   625,000   1,250,000                     
Martin D.
Agard		  Annual Bonus Plan(5)
             18,055   72,222   144,444                     
    Stock Options   11/3/2016   11/3/2016                       70,000(8)   15.02   525,000 
    Restricted Stock   11/3/2016   11/3/2016                  11,651(8)             174,998 
Gregory A. Whirley, Jr.  Annual Bonus Plan             39,750   159,000   318,000                     
    Stock Options   3/3/2016   3/3/2016                       12,500(6)   12.01   75,000 
    Restricted Stock   3/3/2016   3/3/2016                  6,244(6)             74,990 
Carl R.
Daniels		  Annual Bonus Plan             50,520   202,080   404,160                     
    Stock Options   3/3/2016   3/3/2016                       14,583(6)   12.01   87,498 
    Restricted Stock   3/3/2016   3/3/2016                  7,285(6)             87,493 
Sandra C. Whitehouse  Annual Bonus Plan             38,710   154,839   309,677                     
    Stock Options   3/3/2016   3/3/2016                       12,500(6)   12.01   75,000 
    Restricted Stock   3/3/2016   3/3/2016                  6,244(6)             74,990 
Marco Q.
Pescara		  Annual Bonus Plan             65,044   260,177   520,354                     
2019

(1)These amounts reflect the potential range of payments for 2016 under the Bonus Plan. No amounts were paid under the Bonus Plan in 2016.
(2)The amounts reflect the threshold payments under the Bonus Plan, which are 25% of the Target Bonus.
(3)The amounts reflect the greatest potential payments under the Bonus Plan, which are 200% of the Target Bonus for all of the named executive officers.
(4)Bonus amounts are prorated based on a service period beginning March 1, 2016.
(5)Bonus amounts are prorated based on a service period beginning September 21, 2016.
(6)The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 3, 2016.
(7)The grants provided for vesting in equal annual amounts on the first three anniversary dates following the date of grant of August 1, 2016.
(8)The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of November 3, 2016.
Name​​Award Type​​Grant
Date		​​Option
Award
Approval
Date		​​
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)
​​
Estimated Future Payouts
Under Equity Incentive
Plan Awards(4)
​​All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)		​​All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		​​Exercise
Price of
Option
Awards
($)		​​Grant Date
Fair Value of
Stock and
Option
Awards
($)		​
​
Threshold
($)(2)
​​Target
($)		​​
Maximum
($)(3)
​​Threshold
(#)		​​Target
(#)		​​Maximum
(#)		​
Dennis R.
Knowles		​​Annual Bonus Plan​​​​​​​​​​​​​​​​373,375​​​​​746,750​​​​​1,493,500​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​Restricted Stock​​​​3/21/2019​​​​​3/21/2019​​​​​​​​​​​​​​​​​​​​​​​26,508​​​​​53,016​​​​​106,032​​​​​53,016(5)​​​​​​​​​​​​​​​​​1,125,000​​
Charles E.
Tyson		​​Annual Bonus Plan​​​​​​​​​​​​​​​​180,250​​​​​360,500​​​​​721,000​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​Restricted Stock​​​​3/21/2019​​​​​3/21/2019​​​​​​​​​​​​​​​​​​​​​​​7,422​​​​​14,844​​​​​29,688​​​​​14,844(6)​​​​​​​​​​​​​​​​​314,990​​
Nancy A.
Walsh		​​Annual Bonus Plan​​​​​​​​​​​​​​​​50,000​​​​​100,000​​​​​200,000​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​Stock Options​​​​11/11/2019​​​​​11/11/2019​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​86,206(7)​​​​​8.59​​​​​374,996​​
​​​Restricted Stock​​​​11/11/2019​​​​​11/11/2019​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​43,655(7)​​​​​​​​​​​​​​​​​374,996​​
Timothy J. Mulveney​​Annual Bonus Plan​​​​​​​​​​​​​​​​60,000​​​​​120,000​​​​​180,000​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​Restricted Stock​​​​3/21/2019​​​​​3/21/2019​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​10,179(6)​​​​​​​​​​​​​​​​​107,993​​
​​​Restricted Stock​​​​8/12/2019​​​​​8/12/2019​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​24,844(8)​​​​​​​​​​​​​​​​​200,000​​
M. Lee
Reeves		​​Annual Bonus Plan​​​​​​​​​​​​​​​​98,175​​​​​196,350​​​​​392,700​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​Restricted Stock​​​​3/21/2019​​​​​3/21/2019​​​​​​​​​​​​​​​​​​​​​​​6,291​​​​​12,582​​​​​25,164​​​​​12,582(6)​​​​​​​​​​​​​​​​​266,990​​
Christopher N.
Thomsen		​​Annual Bonus Plan​​​​​​​​​​​​​​​​79,568​​​​​159,135​​​​​278,486​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​Restricted Stock​​​​3/21/2019​​​​​3/21/2019​​​​​​​​​​​​​​​​​​​​​​​5,726​​​​​11,451​​​​​20,039​​​​​11,451(6)​​​​​​​​​​​​​​​​​242,990​​
​​​Restricted Stock​​​​12/17/2019​​​​​12/17/2019​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​10,101(9)​​​​​​​​​​​​​​​​​100,000​​
Martin D. Agard(10)
​​Annual Bonus Plan​​​​​​​​​​​​​​​​67,208​​​​​268,830​​​​​537,660​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
(1)
These amounts reflect the potential range of payments for 2019 under the Bonus Plan. The actual payments are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

​

(2)
The amounts reflect the threshold payments under the Bonus Plan, which are 50% of the Target Bonus.
​
(3)
The amounts reflect the greatest potential payments under the Bonus Plan, which are 200% of the Target Bonus for Messrs. Knowles, Agard, Tyson and Reeves and Ms. Walsh, 175% of the Target Bonus for Mr. Thomsen, and 150% of the Target Bonus for Mr. Mulvaney. Mr. Agard did not receive a bonus under the Bonus Plan due to his resignation in April 2019. Mr. Knowles’ received a bonus for 2019 in accordance with his Severance Agreement.
​
(4)
The amounts reflect a range of performance-based restricted stock that vests, if at all, based on achievement of performance targets with a two-year performance period with 50% of any shares earned vesting at the end of the two-year performance period and the other 50% vesting three years from the date of grant of March 21, 2019. The amounts under Threshold reflect the threshold award under the restricted stock awards, which are 50% of the target amount. The amounts under Maximum
​
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reflect the greatest potential award under the restricted stock awards, which are 200% of the target amount (or 175% of the target amount for Mr. Thomsen). The Compensation Committee will determine the performance against pre-established targets to determine payout of performance stock awards, if any, at the end of the vesting period.
(5)
Mr. Knowles was no longer an employee of the Company as of February 5, 2020. In connection therewith, the Board approved the accelerated vesting of portions of equity awards that would otherwise have vested in March 2020, consisting of restricted stock awards relating to 16,605 shares of Company common stock and stock options relating to 25,000 shares of Company common stock. The stock options have an exercise price of  $12.01 per share and, in accordance with the Company’s equity compensation plan, are exercisable for 90 days following Mr. Knowles termination of employment.
​
(6)
The grants provided for vesting in equal annual amounts on the first four year anniversary dates following the date of grant of March 21, 2019.
​
(7)
The grants provided for vesting in equal annual amounts on the first four year anniversary dates following the date of grant of November 11, 2019.
​
(8)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of August 12, 2019.
​
(9)
The grants provided for vesting in equal annual amount on the first four year anniversary dates following the date of grant of December 17, 2019.
​
(10)
Mr. Agard resigned in April 2019 and did not receive an equity award grant in 2019.
​
Discussion of the Summary Compensation Table and Grants of Plan-Based Awards Table

The named executive officers have certain employment or other arrangements discussed below and also may have certain severance arrangements that are discussed in more detail under “Potential Payments Upon Termination ofor Change of Control” beginning on page 3133.

Agreements with John M. Presley.The Company entered into an agreement with Mr. Presley whereby he agreed to serve as our president and chief executive officer, commencing on November 16, 2015 and continuing until the employment agreement was terminated in accordance with its terms. The agreement provided for an initial base salary of $625,000 per year and an equity award of 150,000 stock options with three-year, ratably vesting. Mr. Presley was eligible to participate in the Bonus Plan effective January 1, 2016. Under the terms of the Bonus Plan, Mr. Presley was eligible to receive a yearly target bonus in an amount up to 100% of his base salary, subject to the discretion of the Board. He was also entitled to participate in the Company’s employee benefit plans and programs for which he was eligible. The agreement also contained restrictive covenants relating to the protection of confidential information, non-disclosure, non-competition and non-solicitation. The non-compete and non-solicitation covenants continue generally for a period of 12 months following the last day of his employment.

Effective as of November 9, 2016, the Company entered into a general release agreement with Mr. Presley in connection with his termination of employment, which was an exhibit to Mr. Presley’s employment agreement. The employment agreement provided for separation pay in the amount of $740,515 and accrued but unused personal time off as of November 9, 2016, in the total gross amount of $34,247, which amounts were paid in 2016.

Letter Agreement with Dennis R. Knowles.At the time of his hire as Chief Operating Officer, we entered into an offer letter agreement with Mr. Knowles, which was subsequently amended in November 2016 in connection with his appointment to President and Chief Executive Officer, which set forth his base starting salary (which was increased in November 2016 in connection with his appointment to President and Chief Executive Officer and, as discussed above, again in April 2017), other compensation matters in connection with his hire and certain initial terms relating to his employment. In addition, in 2018, we entered into the Knowles Severance Agreement. In connection with Mr. Knowles resignation on February 5, 2020 and in consideration of Mr. Knowles’ execution of the Waiver and Release Agreement, we paid Mr. Knowles the severance benefits provided for in the Knowles Severance Agreement and accelerated the vesting of portions of certain equity awards. See “Potential Payments Upon Termination of Change of Control” beginning on page 33, for a discussion of Mr. Knowles aggregate severance benefit.

Agreements with Charles E. Tyson.   At the time of his hire, we entered into an offer letter agreement with Mr. Tyson which set forth his starting base salary, other compensation matters in connection with his hire and certain initial terms relating to his employment. In addition, in connection with his hire, in 2018, we entered into a Severance Agreement with Mr. Tyson, which is discussed in more detail under “Potential Payments Upon Termination or Change of Control,” that, among other things, set forth Mr. Tyson’s severance arrangements as were set forth in his offer letter agreement. In connection with Mr. Tyson’s appointment, Mr. Tyson’s base salary was increased on an interim basis by $12,000 per month. Additionally, the Severance Agreement between the Company and Mr. Tyson was amended to provide that the termination of these interim arrangements would not constitute “Good Reason”.
Agreements with Nancy A. Walsh.   At the time of her hire, we entered into an offer letter agreement with Ms. Walsh, which set forth her base starting salary, other compensation matters in connection with her hire and certain initial terms relating to her employment. We also entered into a Severance Agreement with Ms. Walsh, which is discussed in more detail under “Potential Payments Upon Termination or Change of
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Control.” In connection with the expansion of Ms. Walsh’s duties, Ms. Walsh’s base salary was increased on an interim basis by $8,000 per month. Additionally, the Severance Agreement between the Company and Ms. Walsh was amended to provide that the termination of these interim arrangements would not constitute “Good Reason”.
Agreements with Timothy J. Mulvaney.   At the time of his hire, we entered into an offer letter agreement with Mr. Mulvaney which set forth his base starting salary, other compensation matters in connection with his hire and certain initial terms relating to his employment. As part of Mr. Knowles’ letter agreement, he was issued non-qualified stock options with a cumulative value of $1,000,000 that vest ratably over four years. Subject to the discretion of the Compensation Committee, Mr. Knowles was not be eligible to receive annual equity awardsIn addition, in 20172019, in connection with his assumption of the role of Chief Operating Officer. However, this agreement was amended on November 9, 2016 to set forth his base starting salary, other compensation matters and certain initial terms relating to his appointment to Chief Executive Officer and President. The agreement, as amended, further provides that the Compensation Committee intends to review and benchmark Mr. Knowles total compensation in early 2017, including a consideration of additional equity grants in 2017.

Letter Agreement with Martin D. Agard.  At the time of his hire in September 2016,interim chief financial officer, we entered into ana Severance Agreement with Mr. Mulvaney, which is discussed in more detail under “Potential Payments Upon Termination or Change of Control,” that, among other things, changed Mr. Mulvaney’s severance arrangements from what was in his offer letter agreementagreement.

Agreements with Mr. Agard which set forth his starting base salary, certain compensation matters in connection with his hire and certain other initial terms relating to his employment. As part of Mr. Agard’s letter agreement, he was issued an equity grant that was composed of 75% stock options and 25% time-based restricted stock with a total cumulative value of $700,000, that vest ratably over four years. Subject to the discretion of the Compensation Committee, Mr. Agard will not be eligible to receive annual equity awards in 2018 or 2019.

Letter Agreement with Gregory A. Whirley, Jr.M. Lee Reeves.   At the time of his hire, we entered into an offer letter agreement with Mr. WhirleyReeves which set forth his starting base salary, other compensation matters in connection with his hire and certain initial terms relating to his employment.

Letter In addition, in 2018, we entered into a Severance Agreement with Carl R. Daniels.Mr. Reeves, which is discussed in more detail under “Potential Payments Upon Termination or Change of Control,” that, among other things, changed Mr. Reeves’ severance arrangements from what was in his offer letter agreement.

Agreements with Christopher N. Thomsen.At the time of his hire, we entered into an offer letter agreement with Mr. DanielsThomsen which set forth his starting base salary, other compensation matters in connection with his hire and certain initial terms relating to his employment. In addition, in 2018, we entered into a Severance Agreement with Mr. Thomsen, which is discussed in more detail under “Potential Payments Upon Termination or Change of Control,” that, among other things, changed Mr. Thomsen’s severance arrangements from what was in his offer letter agreement.
Agreements with Martin D. Agard.   At the time of his hire, we entered into an offer letter agreement with Mr. Agard which set forth his base starting salary, other compensation matters in connection with his hire and certain initial terms relating to his employment.

Letter Agreement with Sandra C. Whitehouse.At the time of her hire, In addition, in 2018, we entered into ana Severance Agreement with Mr. Agard, which is discussed in more detail under “Potential Payments Upon Termination or Change of Control,” that, among other things, changed Mr. Agard’s severance arrangements from what was in his offer letter agreement with Ms. Whitehouse which set forth her base starting salary, other compensation matters in connection with her hire and certain initial terms relating to her employment.


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Letter Agreement with Marco Q. Pescara.At the time of his hire, we entered into anagreement. Mr. Agard did not receive any benefits under this offer letter agreement with Mr. Pescara which set forth his base starting salary, other compensation mattersor Severance Agreement in connection with his hire and certain initial terms relating to his employment.

resignation on April 5, 2019.

For additional information concerning our executive compensation policies, see “Compensation Discussion and Analysis” above.


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Outstanding Equity Awards at Fiscal Year-End 2016

2019

The following table sets forth the outstanding equity awards as of the end of the 20162019 fiscal year for each of our named executive officers:

Outstanding Equity Awards at Fiscal Year-End 2016

      
 Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number of
Shares or
Units of Stock
that Have Not
Vested
(#)		 Market Value
of Shares or
Units of Stock
that Have Not
Vested
($)
Dennis R. Knowles  —   100,000(1)   12.01   3/3/2026   —   — 
    —   52,287(2)   15.31   8/1/2026   —   — 
John M. Presley  50,000(3)   —   16.13   11/9/2025   —   — 
Martin D. Agard  —   70,000(4)   15.02   11/3/2026   11,651(4)   183,387 
Gregory A. Whirley, Jr.  9,343(5)   28,032(5)   12.86   8/10/2025   4,374(5)   68,847 
    —   12,500(1)   12.01   3/3/2026   6,244(1)   98,281 

                              
Carl R. Daniels  18,051(6)   —(6)   16.75   11/17/2021   —   — 
    5,073(7)   1,691(7)   60.70   3/1/2023   258(7)   4,061 
    1,618(8)   1,619(8)   107.28   3/1/2024   234(8)   3,683 
    2,702(9)   8,109(9)   51.86   3/1/2025   1,266(9)   19,927 
    —   —   —   —   9,072(5)   142,793 
    —(1)   14,583(1)   12.01   3/3/2026   7,285(1)   114,666 
Sandra C. Whitehouse  4,382(10)   1,461(10)   93.68   7/29/2023   —   — 
    1,618(8)   1,619(8)   107.28   3/1/2024   234(8)   3,683 
    1,544(9)   4,633(9)   51.86   3/1/2025   723(9)   11,380 
    —   —   —   —   5,184(5)   81,596 
    —   12,500(1)   12.01   3/3/2026   6,244(1)   98,281 
Marco Q. Pescara  5,073(7)   1,691(7)   60.70   3/1/2023   258(7)   4,061 
    2,023(8)   2,024(8)   107.28   3/1/2024   292(8)   4,596 
    1,930(9)   5,792(9)   51.86   3/1/2025   904(9)   14,229 
    9,343(5)   28,032(5)   12.86   8/10/2025   4,374(5)   68,847 
2019

(1)The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 3, 2016.
(2)The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of August 1, 2016.
(3)The grants provided for vesting in equal annual amounts on the first three anniversary dates following the date of grant of November 9, 2015. In connection with Mr. Presley’s resignation as President and Chief Executive Officer in November 2016, one-third of this grant (50,000) vested, with the remaining two-thirds (100,000) expiring immediately upon his resignation.
(4)The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of November 3, 2016.
(5)The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of August 10, 2015.
(6)The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of November 17, 2011.
Name​​Option Awards​​Stock Awards​
​Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		​​Number of
Securities
Underlying
Unexercisable
Options (#)
Unexercised		​​Option
Exercise
Price
($)		​​Option
Expiration
Date		​​Number of
Shares or
Units of Stock
that Have Not
Vested
(#)		​​Market Value
of Shares or
Units of Stock
that Have Not
Vested
($)		​
Dennis R. Knowles(1)​​​​75,000(2)​​​​​25,000(2)​​​​​12.01​​​3/3/2026​​​​—​​​​​—​​
​​​​​39,215(3)​​​​​13,072(3)​​​​​15.31​​​8/1/2026​​​​—​​​​​—​​
​​​​​22,340(4)​​​​​22,340(4)​​​​​21.89​​​5/5/2027​​​​22,841(5)​​​​​223,157​​
​​​​​6,467(6)​​​​​19,402(6)​​​​​23.31​​​3/2/2028​​​​36,867(7)​​​​​360,191​​
​​​​​—​​​​​—​​​​​—​​​N/A​​​​106,032(8)​​​​​1,035,933​​
Charles E. Tyson​​​​32,776(9)​​​​​65,552(9)​​​​​19.49​​​8/3/2028​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​N/A​​​​29,688(10)​​​​​290,052​​

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(7)The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 1, 2013.
(8)The grant provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 1, 2014.
(9)The grant provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 1, 2015.
(10)The grant provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of July 29, 2013.

Name​​Option Awards​​Stock Awards​
​Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		​​Number of
Securities
Underlying
Unexercisable
Options (#)
Unexercised		​​Option
Exercise
Price
($)		​​Option
Expiration
Date		​​Number of
Shares or
Units of Stock
that Have Not
Vested
(#)		​​Market Value
of Shares or
Units of Stock
that Have Not
Vested
($)		​
Nancy A. Walsh​​​​—(11)​​​​​86,206(11)​​​​​8.59​​​11/11/2029​​​​43,655(11)​​​​​426,509​​
Timothy J. Mulvaney​​​​1,592(12)​​​​​1,592(12)​​​​​30.71​​​11/3/2027​​​​814(12)​​​​​7,953​​
​​​​​1,034(13)​​​​​3,105(13)​​​​​23.31​​​3/2/2028​​​​1,609(13)​​​​​15,720​​
​​​​​—​​​​​—​​​​​—​​​N/A​​​​10,179(14)​​​​​99,449​​
​​​​​—​​​​​—​​​​​—​​​N/A​​​​24,844(15)​​​​​242,726​​
M. Lee Reeves​​​​12,510(16)​​​​​6,256(16)​​​​​36.49​​​8/4/2027​​​​4,796(17)​​​​​46,857​​
​​​​​—​​​​​—​​​​​—​​​N/A​​​​25,184(18)​​​​​246,048​​
Christopher N. Thomsen​​​​12,499(19)​​​​​4,167(19)​​​​​15.02​​​11/3/2026​​​​2,081(19)​​​​​20,331​​
​​​​​—​​​​​—​​​​​—​​​N/A​​​​22,902(20)​​​​​223,753​​
​​​​​—​​​​​—​​​​​—​​​N/A​​​​10,101(21)​​​​​98,687​​
Martin D. Agard(22)​​​​—​​​​​—​​​​​—​​​—​​​​—​​​​​—​​
​
(1)
Mr. Knowles was no longer an employee of the Company as of February 5, 2020. In connection therewith, the Board approved the accelerated vesting of portions of equity awards that would otherwise have vested in March 2020, consisting of restricted stock awards relating to 16,605 shares of Company common stock and stock options relating to 25,000 shares of Company common stock. The stock options have an exercise price of  $12.01 per share and, in accordance with the Company’s equity compensation plan, were exercisable for 90 days following Mr. Knowles termination of employment. All other unvested awards were forfeited as of such date.
​
(2)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 3, 2016.
​
(3)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of August 1, 2016.
​
(4)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of May 5, 2017.
​
(5)
The grants provided for full vesting on May 5, 2020, the third anniversary of the date of grant.
​
(6)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 2, 2018.
​
(7)
Includes 10,055 time-based grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 2, 2018 and 26,812 performance-based grants that, subject to meeting the applicable performance targets set forth in the grant agreement, 50% of which will vest on the two-year anniversary of the date of grant and the other 50% will vest on the three-year anniversary of the date of grant.
​
(8)
Includes 53,016 time-based grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 21, 2019 and 53,016 performance-based grants that, subject to meeting the applicable performance targets set forth in the grant agreement, 50% of which will vest on the two-year anniversary of the date of grant and the other 50% will vest on the three-year anniversary of the date of grant.
​
(9)
The grants provided for vesting in equal annual amounts on the first three anniversary dates following the date of grant of August 3, 2018.
​
(10)
Includes 14,844 time-based grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 21, 2019 and 14,844 performance-based grants that, subject to meeting the applicable performance targets set forth in the grant agreement, 50% of which will vest on the two-year anniversary of the date of grant and the other 50% will vest on the three-year anniversary of the date of grant.
​
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(11)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of November 11, 2019.
​
(12)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of November 3, 2017.
​
(13)
The grants provided for vesting in equal annual amounts on the first three anniversary dates following the date of grant of March 2, 2018.
​
(14)
The grants provided for vesting in equal annual amounts on the first three anniversary dates following the date of grant of March 21, 2019.
​
(15)
The grant provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of August 12, 2019.
​
(16)
The grants provided for vesting in equal annual amounts on the first three anniversary dates following the date of grant of August 4, 2017.
​
(17)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of August 4, 2017.
​
(18)
Includes 12,582 of time-based grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 21, 2019 and 12,582 performance-based grants that, subject to meeting the applicable performance targets set forth in the grant agreement, 50% of which will vet on the two-year anniversary of the date of grant and the other 50% will vest on the three-year anniversary of the date of grant.
​
(19)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of November 3, 2016.
​
(20)
Includes 11,451 of time-based grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of March 21, 2019 and 11,451 performance-based grants that, subject to meeting the applicable performance targets set forth in the grant agreement, 50% of which will vet on the two-year anniversary of the date of grant and the other 50% will vest on the three-year anniversary of the date of grant.
​
(21)
The grants provided for vesting in equal annual amounts on the first four anniversary dates following the date of grant of December 17, 2019.
​
(22)
Mr. Agard was no longer an employee of the Company as of April 5, 2019. In connection therewith, all of his unvested stock option and restricted stock awards were forfeited as of such date.
​
Option Exercises and Stock Vested for 2016

2019

The following table provides information concerning the exercises of stock options and the vesting of restricted stock during the fiscal year 20162019 on an aggregated basis for each of our named executive officers:

Option Exercises and Stock Vested for Fiscal Year-End 2016

2019
​​​Option Awards​​Stock Awards​
​​​Number of
Shares
Acquired on
Exercise
(#)		​​Value
Realized on
Exercise
($)		​​Number of
Shares
Acquired on
Vesting
(#)		​​Value
Realized
on Vesting
($)		​
Dennis R. Knowles​​​​—​​​​​—​​​​​3,351​​​​​39,307​​
Charles E. Tyson​​​​—​​​​​—​​​​​—​​​​​—​​
Nancy A. Walsh​​​​—​​​​​—​​​​​—​​​​​—​​
Timothy J. Mulvaney​​​​—​​​​​—​​​​​943​​​​​9,995​​
M. Lee Reeves​​​​—​​​​​—​​​​​2,398​​​​​20,815​​
Christopher N. Thomsen​​​​—​​​​​—​​​​​2,081​​​​​18,958​​
Martin D. Agard​​​​—​​​​​—​​​​​—​​​​​—​​
    
 Option Awards Stock Awards
   Number of
Shares
Acquired on
Exercise
(#)		 Value
Realized on
Exercise
($)		 Number of
Shares
Acquired on
Vesting
(#)		 Value
Realized on
Vesting
($)
Dennis R. Knowles  —   —   —   — 
John M. Presley  —   —   —   — 
Martin D. Agard  —   —   —   — 
Gregory A. Whirley, Jr.  —   —   1,458   23,153 
Carl R. Daniels  —   —   5,330   80,917 
Sandra C. Whitehouse  —   —   2,949   45,156 
Marco Q. Pescara  —   —   2,161   31,020 
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Potential Payments Upon Termination or Change of Control

We have agreed to provide payments or other benefits to our named executive officers under certain scenarios related to a termination of employment. This section describes those payments and benefits and events that trigger them.

Severance Agreements with Dennis R. Knowles.Knowles, Nancy A. Walsh, Timothy J. Mulvaney, Martin D. Agard, Charles E. Tyson, M. Lee Reeves and Christopher N. Thomsen.   As previously discussed, we have entered into Severance Agreements with Messrs. Knowles, Agard, Mulvaney, Tyson, Reeves, Thomsen and Ms. Walsh. Under Mr. Knowles’ offer letter agreement, as amended,the terms of the Severance Agreements, if he is terminated “without cause”we terminate the executive’s employment other than for cause (as defined in his agreement) within 18 monthsthe Severance Agreements), death, or disability (as defined in the Severance Agreements), or the executive terminates employment for good reason (as defined in the Severance Agreements), in either case during the term of his hire date, hethe Severance Agreement and outside of a change in control period (as defined in the Severance Agreements) or, if inside a change in control period, where the change in control is not consummated, the executive will receive severance compensation of 52 weeks’ salary. If Mr. Knowles’ employment had been terminated “without cause”be entitled to the following:
(i) the executive’s annualized base salary as of December 31, 2016, this amountthe date of termination in the form of salary continuation for the twelve (12) months beginning on the date of termination;
(ii) any accrued and unpaid bonus for any prior completed fiscal year in a single lump sum on the date the bonus would have been $636,352,paid to the executive had the executive continued employment with us;
(iii) the greater of the target bonus or the actual bonus for the year the executive’s employment is terminated (prorated based on the number of days the executive remained employed with us during the year of termination) in a single lump sum on the date the bonus would have been paid to the executive had the executive continued employment with us;
(iv) any vested accrued amounts that the executive is entitled to receive upon termination of the executive’s employment under any Company benefit policy, plan or other arrangement in which includes certain group health insurance benefits pursuantthe executive participated prior to termination in accordance with the terms of COBRA.

John M. Presley.  In connection with Mr. Presley’s resignation as presidentsuch benefit policy, plan or other arrangement; and Chief Executive Officer effective as of November 9, 2016,

(v) continued medical insurance coverage for the executive and pursuant to the terms of his employment agreementexecutive’s dependents under such medical insurance plans and a general release associated with his termination, Mr. Presley received $740,515 in severance payments, which includes certain group health insurance benefits pursuant to the terms of COBRA, and $34,247 in accrued but unused paid time off.

Mr. Presley’s employment agreement providedprograms for certain benefits in connection with the termination of his employment with the Company in November 2016. Under his employment agreement, Mr. Presley received thetwelve (12) months following following his execution of the general release agreement:

his salary earned through the date of termination and, accrued but unused paid time off;
twelve monthsduring such period, payment by us of his current base salary; and
the continuationportion, if any, of such benefits as specified by federal laws or laws of the Commonwealth of Virginia, including continuation of group healthmedical insurance benefits pursuant topremiums that we pay for our active employees each month.
Under the terms of COBRA.

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Martin D. Agard.  Under Mr. Agard’s offer letter agreement,the Severance Agreements, if he is terminated “without cause” within 18 monthswe terminate the executive’s employment other than for cause, death or disability, or the executive terminates employment for good reason, in either case during the term of his hire date, he will receive severance compensation of 52 weeks’ salary. If Mr. Agard’s employment had been terminated without cause as of December 31, 2016, this amount would have been $445,716, which includes certain group health insurance benefits pursuant to the terms of COBRA.

Gregory A. Whirley, Jr.  Under Mr. Whirley’s offer letter agreement, if he is terminated without “cause” (as defined in his agreement) or resigns with “good reason” (as defined in his agreement), he would be entitled to salary continuation in the amount equivalent to his base salary in effect as of his termination date for 52 weeks, subject to standard payroll deductionsSeverance Agreement and withholdings. If within six months followinginside a change ofin control (as definedperiod and the relevant change in his agreement), Mr. Whirley’s employment is terminated bycontrol occurs, the Company without “cause” or he resigns with “good reason”, and he executes a release of claims, then heexecutive will be entitled to a lump sum severancethe benefits outlined in (ii)-(v) above and to the following:

(a) the executive’s annualized base salary as of the date of termination in the form of salary continuation for the twenty-four (24) months in case of Mr. Knowles and eighteen (18) months in case of Messrs. Mulvaney, Agard, Tyson, Reeves, Thomsen and Ms. Walsh beginning on the date of termination;
(b) continued medical insurance coverage for the executive and the executive’s dependents for twenty-four (24) months in case of Mr. Knowles and eighteen (18) months in case of Messrs. Mulvaney, Agard, Tyson, Reeves, Thomsen and Ms. Walsh following the date of termination and, during such period, payment by us of the portion, if any, of such medical insurance premiums that we pay for our active employees each month (provided, however, if such coverage cannot be extended, we may either provide comparable coverage or pay monthly premiums to the executive equal to twelve (12) monthsthe cost of his base salary in effect assuch coverage); and
(c) accelerated vesting of hisall unvested stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards previously granted to the executive by us or our subsidiaries (at target to the extent vesting would be based on the achievement of performance conditions other than continued employment or service) and such stock options and stock appreciation rights shall remain outstanding and exercisable, to the extent vested, until the earlier of  (i) the original expiration date of such stock options and stock appreciation rights or (ii) the one-year anniversary of the later of the termination date subjector the date such stock option or stock appreciation right becomes vested and exercisable.
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As a condition to standard payroll deductionsthe receipt of any compensation and withholdings. If Mr. Whirley’s employment had been terminated without “cause” or he had resigned with “good reason” as of December 31, 2016, whether or not relatedother benefits under the Severance Agreements, the executive is required to enter into a change of control, this amount would have been $318,000.

Carl R. Daniels.  In 2015, Mr. Daniels executed a severance benefit agreement, which entitles him to (i) 52 weeks of pay at his regular base rate at the time of such termination provided that he is terminated “without cause” (as defined in the severance benefit agreement)confidential waiver and (ii) if Mr. Daniels elects to continue health and dental insurance through COBRA continuation coverage, the Company agrees to pay, for a period of up to 52 weeks, a portion of the premium cost such that Mr. Daniels’ premium payment does not exceed what he would otherwise have paid if he were employedrelease agreement. Any breach by the Company at the timeexecutive of each such payment. If Mr. Daniels’ employment had been terminated without “cause” as of December 31, 2016, whether or not related to a change of control, this amount would have been $340,738, which includes certain group health insurance benefits pursuant to the terms of COBRA.

Sandra C. Whitehouse.  In connection with Ms. Whitehouse’s resignation as Chief Human Resources Officer effective asthe executive’s Non-Compete Agreement will constitute a material breach of April 1, 2017,the Severance Agreement, resulting in the waiver or forfeiture of all rights to future payments and pursuantbenefits under the Severance Agreement and the requirement that the executive reimburse us for any compensation and benefits previously received by the executive under the Severance Agreement.

The original term of the Severance Agreements expires on December 31, 2021 and will automatically renew for successive one-year periods unless notice of non-renewal is previously given by either party to the terms of her employment agreement and a general release associated with her resignation, Ms. Whitehouseother; provided, however, that the Severance Agreements will receive severance compensationbe extended automatically during any change in the amount of $347,943.

Marco Q. Pescara.  Under Mr. Pescara’s offer letter agreement, if he is terminated other than for “cause” (as defined in his agreement), he would be entitled to receive a severance payment equal to one year’s base salary and bonus. If Mr. Pescara’s employment had been terminated other than for “cause” as of December 31, 2016, this amount would have been $693,805.

control period.

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In addition to the payments and benefits described above, the agreements pursuant to which equity awards have been granted to the named executive officers contain provisions for accelerated vesting (i) upon a change in control of the Company or (ii) upon a change in control of the Company and the termination of the named executive officer’s employment with the Company (or any related company) for “good reason” or such termination is not a “termination for cause”, depending on the award agreement applicable to a particular equity award.

The following table shows the value as of the end of the 2016 fiscal year, to our named executive officers (other than Mr. Agard who resigned effective as of unvested stock awards where the vesting would accelerate uponApril 5, 2019) of benefits provided assuming termination inside a change in control:

    
Name Unvested Stock
Options at
12/31/2016(1)
(#)		 Exercise Price of
Unvested Stock
Options
($)		 Unvested Stock
Awards at
12/31/2016(1)
(#)		 Total Value of Stock
Options or Award that
may Accelerate Upon
Change in Control
($)(2)
Dennis R. Knowles  100,000   12.01   —   373,000 
    52,287   15.31   —   22,483 
John M. Presley  —   —   —   — 
Martin D. Agard  70,000   15.02   —   50,400 
    —   —   11,651   183,387 
Gregory A. Whirley Jr.  28,032   12.86   —   80,732 
    12,500   12.01   —   46,625 
    —   —   10,618   167,127 
Carl R. Daniels  14,583   12.01   —   54,395 
    —   —   18,115   285,130 
Sandra C. Whitehouse  12,500   12.01   —   46,625 
    —   —   12,385   194,940 
Marco Q. Pescara  28,032   12.86   —   80,732 
    —   —   5,828   91,733 

(1)Upon change in control, 100% of the unvested options or awards vest. In connection with Mr. Presley’s resignation as President and Chief Executive Officer effective as of November 9, 2016, he received 33%, or 50,000 options, as of December 31, 2016, and the remaining shares, or 100,000 options, expired immediately.
(2)Represents the value of unvested stock options and awards based on the closing price of our common stock on December 31, 2016 which was $15.74.
control period as of December 31, 2019. In addition because Mr. Knowles resigned following December 31, 2019, he is included in this table but his severance arrangements pursuant to his Severance Agreement are described following the table.
The Severance Agreements between the Company and Mr. Tyson and Ms. Walsh were amended in connection with Mr. Knowles resignation to provide that the termination of the interim arrangements with each of Mr. Tyson and Ms. Walsh would not constitute “Good Reason”.
Name​​
Cash
Severance
($)(1)
​​Health and
Welfare
Benefits
($)		​​
Benefit
Policy(2)
($)
​​
Unvested
Stock
Options at
12/31/2019(3)
(#)
​​Exercise
Price of
Unvested
Stock
Options
($)		​​
Unvested
Stock
Awards at
12/31/2019(3)
(#)
​​
Total
Value of
Stock
Options or
Award
that may
Accelerate
Upon
Change in
Control
($)(4)
​​Total
Value of
Benefits
Provided
Upon
Termination and
Change of
Control
($)		​
Dennis R. Knowles​​​​1,971,205​​​​​19,067​​​​​71,802​​​​​25,000​​​​​12.01​​​​​—​​​​​—​​​​​3,681,355​​
​​​​​​​​​​​​​​​​​​​​​​​13,072​​​​​15.31​​​​​—​​​​​—​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​22,342​​​​​21.89​​​​​—​​​​​—​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​—​​​​​—​​​​​22,841​​​​​223,157​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​19,402​​​​​23.31​​​​​—​​​​​—​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​—​​​​​—​​​​​36,867​​​​​360,191​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​—​​​​​—​​​​​106,032​​​​​1,035,933​​​​​​​​
Charles E. Tyson​​​​1,003,116​​​​​14,300​​​​​49,520​​​​​65,552​​​​​19.49​​​​​—​​​​​—​​​​​1,356,988​​
​​​​​​​​​​​​​​​​​​​​​​​—​​​​​—​​​​​29,688​​​​​290,052​​​​​​​​
Nancy A. Walsh​​​​813,971​​​​​32,959​​​​​48,076​​​​​86,206​​​​​8.59​​​​​43,655​​​​​528,232​​​​​1,423,238​​
Timothy J. Mulvaney​​​​526,765​​​​​32,959​​​​​28,846​​​​​1,594​​​​​30.71​​​​​814​​​​​7,953​​​​​954,418​​
​​​​​​​​​​​​​​​​​​​​​​​3,105​​​​​23..31​​​​​1,609​​​​​15,720​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​—​​​​​—​​​​​35,023​​​​​342,175​​​​​​​​
M. Lee Reeves​​​​714,657​​​​​20,443​​​​​37,760​​​​​6,256​​​​​36.49​​​​​4,796​​​​​46,857​​​​​1,065,569​​
​​​​​​​​​​​​​​​​​​​​​​​—​​​​​—​​​​​25,164​​​​​245,852​​​​​​​​
Christopher N. Thomsen​​​​579,206​​​​​20,443​​​​​30,602​​​​​4,167​​​​​15.02​​​​​2,081​​​​​20,331​​​​​973,021​​
​​​​​​​​​​​​​​​​​​​​​​​—​​​​​—​​​​​33,003​​​​​322,439​​​​​​​​
​
(1)
Represents (i) annualized base salary as of the date of termination in the form of salary continuation for the twenty-four (24) months in case of Mr. Knowles and eighteen (18) months in case of Messrs. Mulvaney, Agard, Tyson, Reeves, Thomsen and Ms. Walsh beginning on the date of termination, (ii) any accrued and unpaid bonus for any prior completed fiscal year in a single lump sum on the date

​

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the bonus would have been paid to the executive had the executive continued employment and (iii) the greater of the target bonus or the actual bonus for the year the executive’s employment is terminated (prorated based on the number of days the executive remained employed with us during the year of termination) in a single lump sum on the date the bonus would have been paid to the executive had the executive continued employment.
(2)
Amount represents accrued but unused PTO and assumes payout of maximum days allowable.
​
(3)
Upon change in control and the termination of the named executive officer’s employment with the Company (or any related company) for “good reason” or such termination is not a “termination for cause,” 100% of the unvested options or awards vest.
​
(4)
Represents the value of unvested stock options and awards based on the closing price of our common stock on December 31, 2019, which was $9.77.
​
The following table shows the value to our named executive officers (other than Mr. Agard) of benefits provided assuming termination outside a change in control period as of December 31, 2019 (or, if inside a change in control period, where the change in control is not consummated):
Name​​
Cash
Severance
($)(1)
​​Health and
Welfare
Benefits
($)		​​
Benefit
Policy(2)
($)
​​Total Value of
Benefits Provided
Upon Termination
Outside a
Change of Control
($)		​
Dennis R. Knowles​​​​1,224,455​​​​​9,534​​​​​71,802​​​​​1,305,791​​
Charles E. Tyson​​​​745,616​​​​​9,534​​​​​49,520​​​​​804,670​​
Nancy A. Walsh​​​​563,971​​​​​21,972​​​​​48,076​​​​​634,019​​
Timothy J. Mulvaney​​​​376,765​​​​​21,972​​​​​28,846​​​​​427,583​​
M. Lee Reeves​​​​518,307​​​​​13,629​​​​​37,760​​​​​569,696​​
Christopher N. Thomsen​​​​420,071​​​​​13,629​​​​​30,602​​​​​464,302​​
​
(1)
Represents (i) annualized base salary as of the date of termination in the form of salary continuation for (12) months beginning on the date of termination, (ii) any accrued and unpaid bonus for any prior completed fiscal year in a single lump sum on the date the bonus would have been paid to the executive had the executive continued employment and (iii) the greater of the target bonus or the actual bonus for the year the executive’s employment is terminated (prorated based on the number of days the executive remained employed with us during the year of termination) in a single lump sum on the date the bonus would have been paid to the executive had the executive continued employment.
​
(2)
Amount represents accrued but unused PTO and assumes payout of maximum days allowable.
​
Terms of Severance for Messrs. Knowles and Agard
In connection with Mr. Knowles resignation on February 5, 2020 and in consideration of Mr. Knowles’ execution of the Waiver and Release Agreement, we paid Mr. Knowles the severance benefits provided for in the Knowles Severance Agreement and accelerated the vesting of portions of certain equity awards. The aggregate severance benefit paid to Mr. Knowles included (i) annualized base salary as of the resignation date in the form of salary continuation for 12 months beginning on the resignation date ($746,750), (ii) the accrued and unpaid bonus for the 2019 fiscal year in a single lump sum on the date the bonus would have been paid to Mr. Knowles had he continued employment ($482,606), and (iii) the greater of the target bonus or the actual bonus for fiscal year 2020 (prorated based on the number of days Mr. Knowles remained employed with us during 2020) in a single lump sum on the date the bonus would have been paid to Mr. Knowles had he continued employment. The aggregate severance includes health and welfare benefits (estimated to be $8,393). The Board also approved the accelerated vesting of portions of equity awards that would otherwise have vested in March 2020, consisting of restricted stock awards
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relating to 16,605 shares of Company common stock and stock options relating to 25,000 shares of Company common stock. The stock options have an exercise price of  $12.01 per share and, in accordance with the Company’s equity compensation plan, were exercisable for 90 days following Mr. Knowles termination of employment.
In addition, Martin D. Agard, resigned as Chief Financial Officer effective April 5, 2019. Mr. Agard did not receive any benefits under his offer letter or Severance Agreement in connection with his resignation on April 5, 2019.
Pay Ratio
As required by Item 402(u) of Regulation S-K, we are providing the following information regarding pay ratios. Our pay ratio is a reasonable estimate and has been calculated in a manner consistent with SEC rules based on the methodology described below. For the year ended December 31, 2019:
•
The median of the annual total compensation of all of our employees (other than Mr. Knowles, our president and chief executive officer) was $41,951;
​
•
The annual total compensation of Mr. Knowles was $2,369,633; and
​
•
Based on the information above, the ratio of the annual total compensation of our president and chief executive officer to the median of the annual total compensation of all employees is 56.5 to 1.
​
The methodology that we used and the material assumptions, adjustments and estimates that we used to identify the median employee and then determine annual total compensation for 2019 were as follows:
Employee population.   As of December 29, 2019, our employee population consisted of approximately 2,195 individuals, with 2,143 employees, representing approximately 98% of our total employee population located in the United States and 52 employees, representing approximately 2% of our total employee population, located outside of the United States. Our employee population for purposes of identifying our median employee was 2,143, after taking into consideration the de minimis adjustment permitted by the SEC rules. We excluded approximately 29 individuals that were located in Canada and approximately 23 individuals that were located in China under the de minimis exception because these non-U.S. employees account for less than 5% of our total employees.
Identification of Median.   To identify the median of the annual total compensation of all of our employees (other than Mr. Knowles), we reviewed the annual wages of each of our employees as reported on box 5 of their W-2 tax forms (the “reported compensation”). In making this calculation, we annualized the reported compensation of all permanent employees who were hired in the year ended December 31, 2019, but did not work for us for the entire year. We did not make any cost of living adjustments to the reported compensation in identifying the median employee. Using this methodology, we determined that our median employee was a full-time, hourly employee located in the U.S. With respect to this median employee, we then identified and calculated the elements of such employee’s compensation for the year ended December 31, 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of  $41,951.
Identification of Annual Total Compensation for our President and Chief Executive Officer.   With respect to the annual total compensation of Mr. Knowles, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table included in this Proxy Statement.
Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
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Equity Compensation Plan Information

The following table sets forth information as of December 31, 2016,2019, with respect to compensation plans under which shares of our common stock are authorized for issuance:

​​​Number of Securities to
be Issued Upon Exercise
of Outstanding Options
and Rights
(#)		​​Weighted-average
Exercise Price
of Outstanding Options
and Rights
($)		​​Number of Securities
Remaining Available for
Future Issuance
Under Equity
Compensation Plans
(#)		​
Equity Compensation Plans Approved by Security Holders​​​​​​​​​​​​​​​​​​​
– 2007 Equity Compensation Plan(1)(2)
​​​​25,621(3)​​​​​23.33(4)​​​​​—​​
– Amended and Restated 2011 Equity Compensation Plan(1)(5)
​​​​693,845(6)​​​​​20.12(4)​​​​​2,509,865​​
Equity Compensation Plans Not Approved
by Security Holders		​​​​—​​​​​—​​​​​—​​
Total​​​​719,466​​​​​20.18(4)​​​​​2,509,865​​
   
 Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
and Rights
(#)		 Weighted-average
Exercise Price of
Outstanding Options
and Rights
($)		 Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(#)
Equity Compensation Plans Approved by Security Holders
               
2004 Stock Option and Grant Plan(1)(2)  —   —   — 
2006 Equity Plan for Non-Employee Directors(1)(3)  —   —   — 
2007 Equity Compensation Plan(1)(4)  58,387(5)   21.24(6)   — 
Amended and Restated 2011 Equity Compensation Plan(1)(7)  908,514(8)   24.03(6)   1,148,106 
Equity Compensation Plans Not Approved by Security Holders  —   —   — 
Total  966,901   30.52(6)   1,148,106 
​

(1)In 2016, the Board adopted, and the stockholders approved the Amended and Restated 2011 Equity Compensation Plan to amend and restate the 2011 Equity Compensation Plan (the “2011 Plan”). In 2011, the Board adopted, and the stockholders approved, the 2011 Plan to succeed the 2007 Equity Compensation Plan. In 2007, the Board adopted, and the stockholders approved, the 2007 Equity Compensation Plan to succeed the 2004 Stock Option and Grant Plan and the 2006 Equity Plan for Non-Employee Directors. As a result, no further awards will be granted under the 2004 Stock Option and Grant Plan, the 2006 Equity Plan for Non-Employee Directors or the 2007 Equity Compensation Plan.
(2)The 2004 Stock Option and Grant Plan, which we refer to as the 2004 Plan, permitted the grant of incentive and non-qualified stock options and restricted and unrestricted stock awards to our officers, employees, consultants and other key persons (including prospective employees).
(3)The 2006 Equity Plan for Non-Employee Directors, which we refer to as the 2006 Director Plan, permitted the grant of non-qualified stock options and restricted and unrestricted stock awards to our non-employee directors.
(4)The 2007 Equity Compensation Plan, which we refer to as the 2007 Plan, permitted the grant of non-qualified and incentive stock options and other stock-based awards to our employees, non-employee directors and other service providers.
(5)Includes stock options to purchase 35,554 shares and 22,833 unvested shares of restricted stock.
(6)Weighted average exercise price of outstanding options; excludes restricted stock awards.
(7)The Amended and Restated 2011 Equity Compensation Plan, which we refer to as the Amended 2011 Plan, permits the grant of non-qualified and incentive stock options and other stock-based awards, including, without limitation, restricted stock, restricted stock units, unrestricted stock awards and stock appreciation rights, to our employees, non-employee directors and other service providers. Award grants may be made with the intention of qualifying under the requirements of Section 162(m) of the Internal Revenue Code as performance-based compensation. The Amended 2011 Plan is administered by our Compensation Committee. There are 6,050,000 shares of our common stock authorized for issuance, subject to adjustment and reduced by (i) any shares that have been issued under the 2007 Plan and the 2011 Plan, and (ii) any shares that are subject to outstanding awards under the 2007 Plan and the 2011 Plan that have not been forfeited or cancelled. The maximum aggregate number of shares of Common Stock that may be issued under the Amended 2011 Plan is 750,000 shares of Common Stock, plus the number of shares of Common Stock available for grant under the 2011 Plan immediately prior to the Amended 2011 Plan’s approval.
(8)Includes stock options to purchase 828,728 shares and 79,786 unvested shares of restricted stock.
(1)
In 2019, the Board adopted, and the stockholders approved, the 2011 Plan to amend and restate the previous version of the 2011 Plan, as amended and restated (the “Previous 2011 Plan”). In 2016, the Board adopted, and the stockholders approved, the Previous 2011 Plan to amend and restate the original version of the 2011 Plan (the “Original 2011 Plan”). In 2011, the Board adopted, and the stockholders approved, the Original 2011 Plan to succeed the 2007 Equity Compensation Plan (the “2007 Plan”). As a result, no further awards will be granted under the 2007 Plan.

​

(2)
The 2007 Plan permitted the grant of non-qualified and incentive stock options and other stock-based awards to our employees, non-employee directors and other service providers.
​
(3)
Includes stock options to purchase 14,264 shares and 11,357 unvested shares of restricted stock.
​
(4)
Weighted average exercise price of outstanding options; excludes restricted stock awards.
​
(5)
The 2011 Plan permits the grant of non-qualified and incentive stock options and other stock-based awards, including, without limitation, restricted stock, restricted stock units, unrestricted stock awards and stock appreciation rights, to our employees, non-employee directors and other service providers. Award grants prior to November 2, 2017 may have been made with the intention of qualifying such awards under the requirements of Section 162(m) of the Internal Revenue Code for performance-based compensation exempt from the $1 million deduction limit (prior to its repeal by the Tax Cuts and Jobs Act of 2017 (the “Tax Act”)). The 2011 Plan is administered by our Compensation Committee. There are 7,800,000 shares of our common stock authorized for issuance, subject to adjustment and reduced by (i) any shares that have been issued under the 2007 Plan, the Previous 2011 Plan, and the Original 2011 Plan, and (ii) any shares that are subject to outstanding awards under the 2007 Plan, the Previous 2011 Plan and the Original 2011 Plan that have not been forfeited or cancelled. The maximum aggregate number of shares of Common Stock that may be issued under the 2011 Plan is 1,750,000 shares of Common Stock, plus the number of shares of Common Stock available for grant under the Previous 2011 Plan immediately prior to the 2011 Plan’s approval.
​
(6)
Includes stock options to purchase 679,199 shares and 14,646 unvested shares of restricted stock.
​
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​

DIRECTOR COMPENSATION

Non-Employee Director Compensation

The Board, at the recommendation of the Nominating and Corporate Governance Committee, approves the compensation of our non-employee directors. Directors who are our employees do not receive compensation for their service on the Board or any Board committee. In connection with the Compensation Committee’s engagement of PM for services in 2016, PM also performed an analysis of the compensation for our non-employee directors for the Nominating and Corporate Governance Committee. Taking into consideration the analysis prepared by PM, the Nominating and Corporate Governance Committee recommended, and the Board approved, adjustments to the compensation for our non-employee directors in March 2017, with such adjustments to become effective in May 2017 in conjunction with the Annual Meeting. The following table sets forth the compensation for our non-employee directors in 2016,2019.
Element of Compensation​​
2019
Compensation Amount(1)
​
Annual retainer​​​$140,000​​
Board Chair additional retainer​​​$100,000​​
Audit Committee Chair additional retainer​​​$20,000​​
Compliance and Regulatory Affairs Committee Chair additional retainer​​​$15,000​​
Compensation Committee Chair additional retainer​​​$12,500​​
Nominating and Corporate Governance Committee Chair additional retainer​​​$10,000​​
Audit Committee member additional retainer​​​$10,000​​
Compliance and Regulatory Affairs Committee member additional retainer​​​$10,000​​
Compensation Committee member additional retainer​​​$7,500​​
Nominating and Corporate Governance Committee member additional retainer​​​$5,000​​
​
(1)
Non-employee directors will receive $60,000 of the annual retainer in cash and $80,000 of the annual retainer in shares of restricted stock. In addition, the chairperson will receive 50% of the additional chair retainer in cash and 50% of the additional chair retainer in shares of restricted stock. Committee retainers will be paid in cash. The cash component of the retainers will be paid quarterly in arrears. The shares of restricted stock will vest at the next annual stockholders’ meeting, provided, however, if a director leaves the Board for any reason, the Compensation Committee may permit a pro rata portion of the shares of restricted stock to vest as well asof the compensation structure thatdate of termination from the Board. Any fractional shares will become effectivebe paid in May 2017.

cash. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending our board and committee meetings and permit our directors to participate in employee-discount programs available to all our employees.
  
Element of Compensation 2017
Compensation
Amount(1)		 2016
Compensation
Amount
Annual retainer $120,000  $110,000 
Board Chair additional retainer $100,000  $75,000 
Audit Committee Chair additional retainer $20,000  $15,000 
Compensation Committee Chair additional retainer $10,000  $7,500 
Compliance and Regulatory Affairs Committee Chair additional
retainer		 $15,000  $10,000 
Nominating and Corporate Governance Committee Chair additional retainer $10,000  $5,000 
Audit Committee member additional retainer $10,000  $7,500 
Compensation Committee member additional retainer $7,500  $3,750 
Compliance and Regulatory Affairs Committee member additional retainer $10,000  $5,000 
Nominating and Corporate Governance Committee member additional retainer $5,000  $2,500 
​

(1)For 2017, non-employee directors will receive 50% of the annual retainer in cash and 50% of the annual retainer in shares of restricted stock. In addition, the chairperson will receive 50% of the additional chair retainer in cash and 50% of the additional chair retainer in shares of restricted stock. Committee retainers will be paid in cash. The cash component of the retainers will be paid quarterly in arrears. The shares of restricted stock will vest at the next annual stockholders’ meeting,provided, however, if a director leaves the Board for any reason, a pro rata portion of the shares of restricted stock will vest as of the date of termination from the Board. Any fractional shares will be paid in cash. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending our board and committee meetings.

2016
2019 Non-Employee Director Compensation

In 2016,

As set forth above, in 2019, our non-employee directors elected to havereceived a portion of the payment for the retainers paid in restricted stock.stock and a portion in cash. The restricted stock portion of the retainer was granted on the date of the 20162019 Annual Meeting and it vests on the date of the 20172020 Annual Meeting. In calculating the number of shares of restricted stock reflecting the value of the retainers for our non-employee directors, we used the closing price of our common stock on the date of the grant. Directors were reimbursedWe reimburse directors for expenses incurred in connection with their service as directors, including travel expenses for meeting attendance. Furthermore, our equity award agreements for our directors contain clawback provisions, so that any such awards are intendedsubject to comply with Section 954 of Dodd-Frank Wall Street Reformsuch deductions, repayment and Consumer Protection Act of 2010 and all regulations and rulemaking thereunder.

clawback as may be required by any applicable law, government regulation or stock exchange listing requirement (or any policy adopted by us pursuant to any such law, government regulation or stock exchange listing requirement).

In addition to the compensation received by our non-employee directors for service on the Board or any standing Board committee, certain non-employee directors also received compensation in 20162019 for service on the Special Committee, and/or the Demand Review Committee, which were formed in 2015, with such compensation set by the Board. The Special Committee was dissolved in March 2019 after completing the scope of its responsibilities. The compensation for such service is described in more detail below.


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During 2016,Through March 2019, when the Special Committee was dissolved, Ms. Taylor served as the chairperson of the Special Committee and the Demand Review Committee. The other members of the Special Committee and Demand Review Committee were Messrs. Roper and Wade. The compensation to be paid to Ms. Taylor for serving as the chairperson of the Special Committee and the Demand Review

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Committee during 20162019 was a monthly payment of  $20,000.$20,000 per month. The compensation for the other members of the Special Committee for 2016 was $1,000$2,000 per meeting but, for any particular month, was capped at $15,000. The compensation for other members of the Board who are not members of the Special Committee and, at the request of the Special Committee, provide assistance to the Special Committee, is $1,000 per day during whichfor each day such member spentdirector spends a meaningful portion of thehis or her day on the business of the Special Committee. Other members of the BoardFor 2019, there were no such payments to directors who assisted the Special Committee but were not members of the Special Committee also received compensation in the form of $1,000 per day during which the director spent a meaningful portion of his day on the business of the Special Committee. Members of the Demand Review Committee, other than Ms. Taylor, received $1,000 per meeting and $1,000 per day during which such member spent a meaningful portion of his day on the business of the Demand Review Committee.

Such compensation in connection with the Special Committee and the Demand Review Committee was in the form of cash payments, with such payments subject to the Deferral Plan to the extent such member of the Special Committee or Demand Review Committee, as applicable, elected to participate in the Deferral Plan.

The following table sets forth compensation earned by our directors who are not named executive officers in the fiscal year ended December 31, 2016:

2019:

Director Compensation in Fiscal 2016

2019
Name​​
Fees Earned
or Paid
in Cash(1)
($)
​​
Stock
Awards(2)
($)
​​Total
($)		​
W. Stephen Cannon(3)
​​​​42,500​​​​​—​​​​​42,500​​
Terri Funk Graham(4)
​​​​70,007​​​​​79,994​​​​​150,001​​
David A. Levin(5)
​​​​79,982​​​​​79,994​​​​​159,976​​
Douglas T. Moore(4)
​​​​77,506​​​​​79,994​​​​​157,500​​
Famous P. Rhodes(4)
​​​​77,506​​​​​79,994​​​​​157,500​​
Martin F. Roper(6)
​​​​159,475​​​​​79,994​​​​​239,469​​
Nancy M. Taylor(7)
​​​​233,760​​​​​129,990​​​​​363,750​​
Jimmie L. Wade(4)(8)
​​​​164,006​​​​​79,994​​​​​244,000​​
   
Name Stock
Awards(1)
($)		 Other
Compensation(2)
($)		 Total
($)
Macon F. Brock, Jr.(3)  —   —   — 
W. Stephen Cannon(4)  127,497   18,082   145,579 
Douglas T. Moore(5)  120,000   —   120,000 
Peter B. Robinson(6)  118,738   —   118,738 
Martin F. Roper(7)  165,972   —   165,972 
Thomas D. Sullivan  —   371,592   371,592 
Nancy M. Taylor(8)  371,235   60,000   431,235 
Jimmie L. Wade(9)  161,480   7,000   168,480 
​

(1)The amounts in this column reflect the aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718,Compensation-Stock Compensation. Stock awards granted on May 23, 2016 had a grant date fair value of $11.90 per share. The amounts in this column also include amounts earned in connection with services provided while working on the Special Committee and/or the Demand Review Committee, as applicable, that were deferred under the Deferral Plan. Stock awards granted on May 13, 2016, August 1, 2016, November 3, 2016 and February 24, 2017 in connection with such service had grant date fair values of $11.34, $15.31, $15.02 and $17.39, respectively, per share. For a discussion of the assumptions relating to these valuations, see Note 7 — Stock-Based Compensation to our audited financial statements included in Item 8 of the Form 10-K filed with the SEC on February 21, 2017.
(2)Other compensation for Mr. Cannon includes $18,082 in cash in connection with his service on the Board between March 2016 and the 2016 Annual Meeting held in May 2016. Other compensation for Mr. Sullivan includes base salary of $350,309, group health plan contributions and life insurance premiums of $10,976 and matching contributions to our 401(k) plan of $10,307. Other compensation for Ms. Taylor includes $60,000 in cash in connection with her service on the Special Committee and/or Demand Review Committee, as applicable. Other compensation for Mr. Wade includes $7,000 in cash in connection with his service on the Special Committee and/or Demand Review Committee, as applicable.
(3)As disclosed in the proxy statement for the 2016 Annual Meeting of Stockholders, Mr. Brock was not nominated for re-election at the 2016 Annual Meeting of Stockholders consistent with the requirements of the Company’s Corporate Governance Guidelines, which provided that a director will be expected not to stand for re-election after reaching the age of 70, and will retire from the Board when his term expires at
(1)
$60,000 of the $140,000 non-employee director’s annual retainer is received in cash.

​

(2)
The amounts in this column reflect the aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. Stock awards granted on May 22, 2019 had a grant date fair value of  $10.57 per share. For a discussion of the assumptions relating to these valuations, see Note 7 — Stock-Based Compensation to our audited financial statements included in Item 8 of the Form 10-K filed with the SEC on February 24, 2020.
​
(3)
Mr. Cannon did not stand for re-election at the 2019 Annual Meeting of Stockholders, but served as a director until May 22, 2019.
​
(4)
Stock awards include 7,568 shares of restricted stock that were outstanding as of December 31, 2019.
​
(5)
Stock awards include 7,568 shares of restricted stock that were outstanding as of December 31, 2019, which were deferred under the Deferral Plan. For the column “Fees Earned or Paid in Cash”, this amount includes $79,982 of cash earned in connection with his service on the Board that was deferred under the Deferral Plan.
​
(6)
Stock awards include 7,568 shares of restricted stock that were outstanding as of December 31, 2019, which were deferred under the Deferral Plan. For the column “Fees Earned or Paid in Cash”, this amount includes (i) $82,484 of cash earned in connection with his service on the Board and applicable standing committees that was deferred under the Deferral Plan and (ii) $76,991 of cash earned in connection with his service on the Special Committee, a portion of which was for service on the Special Committee during 2018 but not paid until 2019, and was deferred under the Deferral Plan.
​
(7)
Stock awards include 12,298 shares of restricted stock that were outstanding as of December 31, 2019. For the column “Fees Earned or Paid in Cash”, this amount includes (i) $123,760 of cash earned in
​
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the relevant annual meeting. Because Mr. Brock did not serve as a director subsequent to the 2016 Annual Meeting of Stockholders, he did not receive any awards when Board members received their annual grant on May 23, 2016.
(4)Stock awards include 10,714 shares of restricted stock that were outstanding as of December 31, 2016.
(5)Stock awards include 10,084 shares of restricted stock that were outstanding as of December 31, 2016. In addition, in 2006, Mr. Moore received an aggregate of 2,082 shares of common stock upon the net exercise of options for 4,089 shares of common stock originally granted in July 2006 at an exercise price of $7.58 per share.
(6)Stock awards include 9,978 shares of restricted stock that were outstanding as of December 31, 2016.
(7)Stock awards include 10,504 shares of restricted stock that were outstanding as of December 31, 2016. This amount includes (i) $124,998 of restricted stock awarded in connection with his service on the Board and applicable standing committees and (ii) $40,974 of deferred stock units under the Deferral Plan in connection with his service on the Special Committee and/or Demand Review Committee, as applicable. In addition, in 2016, Mr. Roper received an aggregate of 26,385 shares of common stock upon the cash exercise of options originally granted in July 2006 at an exercise price of $7.58 per share.
(8)Stock awards include 16,071 shares of restricted stock that were outstanding as of December 31, 2016. This amount includes (i) $191,245 of restricted stock awarded in connection with her service on the Board and applicable standing committees and (ii) $179,990 of deferred stock units under the Deferral Plan in connection with her service on the Special Committee and/or Demand Review Committee, as applicable.
(9)Stock awards include 10,714 shares of restricted stock that were outstanding as of December 31, 2016. This amount includes (i) $127,497 of restricted stock awarded in connection with his service on the Board and applicable standing committees and (ii) $33,983 of deferred stock units under the Deferral Plan in connection with his service on the Special Committee and/or Demand Review Committee, as applicable.

​

connection with her service on the Board and applicable standing committees and (ii) $110,000 of cash earned in connection with her service on the Special Committee, a portion of which was for service on the Special Committee during 2018 but not paid until 2019.
(8)
For the column “Fees Earned or Paid in Cash”, this amount includes (i) $85,006 of cash earned in connection with his service on the Board and applicable standing committees and (ii) $79,000 of cash earned in connection with his service on the Special Committee, a portion of which was for service on the Special Committee during 2018 but not paid until 2019.
​
Outside Directors Deferral Plan

On November 21, 2008, the Board adopted the Deferral Plan under which each of our non-employee directors has the opportunity tocan defer receipt of all or a portion of his or her fees until such director’s departure from the Board. In so doing, the Board intended to provide an incentive to the non-employee directors to own shares of our common stock, thereby aligning their interests more closely with the interests of our stockholders. Deferral elections must be made by December 31 for the deferral of fees in the next calendar year.

Under the Deferral Plan, a non-employee director may elect to defer up to 100% of his or her compensation in 25% increments and have such compensation invested in deferred stock units. Deferred stock units attributable to the deferral of cash compensation are credited as of the day on which such compensation is otherwise payable in accordance with our then applicable director compensation policies (the “Payment Date”), and the number of deferred stock units is determined by dividing the deferred compensation payable on the Payment Date by the closing price of our common stock as of the Payment Date with partial shares being disregarded. Deferred stock units credited with respect to restricted stock awards are determined using the closing price as of the grant date of the award of such shares of common stock. Deferred stock units must be settled in common stock upon the director’s departure from the Board. There werewas an aggregate of 131,506158,283 deferred stock units outstanding at December 31, 2016.

2019.

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SECURITIES OWNERSHIP

Securities Ownership of Certain Beneficial Owners

The following table sets forth information regarding ownership of our common stock by each person (or group of affiliated persons) known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock and the shares of common stock owned by each director, by each named executive officer, and all of our directors and executive officers as a group as of March 27, 2017.23, 2020. Unless otherwise indicated below, the address of each beneficial owner listed below is c/o Lumber Liquidators Holdings, Inc., 3000 John Deere Road, Toano,4901 Bakers Mill Lane, Richmond, Virginia 23168.

  
Name of Beneficial Owner Amount and
Nature of
Beneficial
Ownership(1)		 Percent of
Class(2)
5% or Greater Owners          
Blackrock, Inc.(3)
55 East 52nd Street
New York, NY 10022		  3,554,085   12.5% 
T. Rowe Price Associates, Inc.(4)
100 E. Pratt Street
Baltimore, MD 21202		  2,440,172   8.6% 
The Vanguard Group(5)
100 Vanguard Boulevard
Malvern, PA 19355		  2,170,654   7.6% 
Directors and Executive Officers
          
Martin D. Agard  11,651   * 
W. Stephen Cannon(6)  10,714   * 
Carl R. Daniels(7)  67,079   * 
Mark Gronemeyer  6,140   * 
Dennis R. Knowles(8)  25,000   * 
Douglas T. Moore(9)  20,882   * 
Marco Q. Pescara(10)  53,778   * 
John M. Presley  50,989   * 
Peter B. Robinson(11)  28,676   * 
Martin F. Roper(12)  80,510   * 
Susan Starnes  6,657   * 
Nancy M. Taylor(13)  44,471   * 
Chris Thomsen  8,322   * 
Jimmie L. Wade(14)  30,934   * 
Gregory A. Whirley, Jr(15)  27,062   * 
Sandra C. Whitehouse(16)  31,075   * 
Jill Witter  28,530   * 
All executive officers and directors as a group (17 persons)  532,470   1.9% 
23230.

*Represents beneficial ownership of less than 1%.
(1)Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if that person, directly or indirectly, has or shares the power to direct the voting of the security or the power to dispose or direct the disposition of the security. Accordingly, more than one person may be deemed to be a beneficial owner of the same securities. A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of the relevant date. Unless otherwise indicated by footnote, the named individuals have sole voting and investment power with respect to beneficially owned shares of stock.
Name of Beneficial Owner​​
Amount and Nature of Beneficial Ownership(1)
​​
Percent of Class(2)
​
5% or Greater Owners​​​​​​​​​​​​​
Blackrock, Inc.(3)
55 East 52nd Street
New York, NY 10022
​​​​4,594,080​​​​​16.0%​​
The Vanguard Group(4)
100 Vanguard Boulevard
Malvern, PA 19355
​​​​1,838,810​​​​​6.4%​​
T. Rowe Price Associates(5)
100 E. Pratt Street
Baltimore, MD 21202
​​​​1,648,420​​​​​5.7%​​
Directors and Executive Officers​​​​​​​​​​​​​
Martin D. Agard(6)
​​​​12,113​​​​​*​​
Terri Funk Graham​​​​9,612​​​​​*​​
Dennis R. Knowles(7)
​​​​143,846​​​​​*​​
David A. Levin​​​​20,920​​​​​*​​

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(2)Based on 28,382,827 shares of the Company’s common stock outstanding as of March 27, 2017. In accordance with SEC rules, percent of class as of March 27, 2017 is calculated for each person and group by dividing the number of shares beneficially owned by the sum of the total shares outstanding plus the number of shares subject to options exercisable by that person or group within 60 days.
(3)According to a Schedule 13G/A filed with the SEC on January 12, 2017, BlackRock, Inc., through certain of its subsidiaries, has sole power to vote or direct the vote of 3,489,555 shares and sole power to dispose or to direct the disposition of 3,554,085 shares of the Company’s common stock. Relevant subsidiaries of BlackRock, Inc. that are persons described in Rule 13d-1(b) include: (i) BlackRock (Netherlands) B.V., (ii) BlackRock Advisors, LLC; (iii) BlackRock Asset Management Canada Limited; (iv) BlackRock Asset Management Ireland Limited; (v) BlackRock Asset Management Schweiz AG; (vi) BlackRock Financial Management, Inc., (vii) BlackRock Fund Advisors; (viii) BlackRock Institutional Trust Company, N.A; (ix) BlackRock Investment Management (Australia) Limited; (x) BlackRock Investment Management (UK) Ltd; (xi) BlackRock Investment Management, LLC, and (xii) FutureAdvisor, Inc.
(4)According to a Schedule 13G filed with the SEC on February 7, 2017 by T. Rowe Price Associates, Inc. and T. Rowe Price Small-Cap Value Fund, Inc., T. Rowe Price Associates, Inc. has beneficial ownership as to, and sole power to vote or to direct the vote of, 586,418 shares of the Company’s common stock, and has beneficial ownership as to, and sole power to dispose or to direct the disposition of, 2,440,172 shares of the Company’s common stock. T. Rowe Price Small-Cap Value Fund, Inc. has beneficial ownership of, and the sole power to vote or to direct the vote of, 1,847,854 shares of the Company’s common stock.
(5)According to a Schedule 13G/A filed with the SEC on February 10, 2017, The Vanguard Group (“Vanguard”), including through certain of its subsidiaries, has sole power to vote or direct the vote of 31,282 shares, sole power to dispose or to direct the disposition of 2,138,243 shares, shared power to vote or direct the vote of 2,532 shares, and shared power to dispose or to direct the disposition of 32,411 shares of the Company’s common stock. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. are subsidiaries of Vanguard and beneficially own 29,879 shares and 3,935 shares of the Company’s common stock, respectively.
(6)Including 10,714 shares of restricted stock awarded under our equity compensation plans not currently owned but issuable within 60 days.
(7)Including 36,292 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
(8)Including 25,000 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
(9)Including 10,084 shares of restricted stock awarded under our equity compensation plans not currently owned but issuable within 60 days.
(10)Including 39,872 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
(11)Including 9,978 shares of restricted stock awarded under our equity compensation plans not currently owned but issuable within 60 days.
(12)Including 10,504 shares of restricted stock awarded under our equity compensation plans not currently owned but issuable within 60 days to be invested in deferred stock units under our Deferral Plan.
(13)Including 16,071 shares of restricted stock awarded under our equity compensation plans not currently owned but issuable within 60 days to be invested in deferred stock units under our Deferral Plan.
(14)Including 10,714 shares of restricted stock awarded under our equity compensation plans not currently owned but issuable within 60 days to be invested in deferred stock units under our Deferral Plan.
(15)Including 12,468 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
(16)Including 13,022 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
Name of Beneficial Owner​​
Amount and Nature of Beneficial Ownership(1)
​​
Percent of Class(2)
​
Douglas T. Moore​​​​27,528​​​​​*​​
Timothy J. Mulvaney(8)
​​​​46,199​​​​​*​​
M. Lee Reeves(9)
​​​​62,572​​​​​*​​
Famous P. Rhodes​​​​10,113​​​​​*​​
Martin F. Roper​​​​120,627​​​​​*​​
Nancy M. Taylor​​​​62,399​​​​​*​​
Christopher N. Thomsen(10)
​​​​44,667​​​​​*​​
Charles E. Tyson​​​​30,655​​​​​*​​
Jimmie L. Wade​​​​41,673​​​​​*​​
Nancy A. Walsh​​​​51,690​​​​​*​​
All executive officers and directors as a group (14 persons)(11)
​​​​684,614​​​​​2.4%​​
​
*
Represents beneficial ownership of less than 1%.

​

(1)
Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if that person, directly or indirectly, has or shares the power to direct the voting of the security or the power to dispose or direct the disposition of the security. Accordingly, more than one person may be deemed to be a beneficial owner of the same securities. A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of the relevant date. Unless otherwise indicated by footnote, the named individuals have sole voting and investment power with respect to beneficially owned shares of stock.
​
(2)
Based on 28,765,485 shares of the Company’s common stock outstanding as of March 23, 2020. In accordance with SEC rules, percent of class as of March 23, 2020 is calculated for each person and group by dividing the number of shares beneficially owned by the sum of the total shares outstanding plus the number of shares subject to options exercisable by that person or group within 60 days.
​
(3)
According to a Schedule 13G/A filed with the SEC on February 4, 2020, BlackRock, Inc., through certain of its subsidiaries, has sole power to vote or direct the vote of 4,536,254 shares and sole power to dispose or to direct the disposition of 4,594,080 shares of the Company’s common stock. Relevant subsidiaries of BlackRock, Inc. that are persons described in Rule 13d-1(b) include: (i) BlackRock Advisors, LLC; (ii) BlackRock Investment Management (UK) Limited; (iii) BlackRock Asset Management Canada Limited; (iv) BlackRock Investment Management (Australia) Limited; (v) BlackRock (Netherlands) B.V.; (vi) BlackRock Fund Advisors; (vii) BlackRock Asset Management Ireland Limited; (viii) BlackRock Institutional Trust Company, National Association; (ix) BlackRock Financial Management, Inc.; (x) BlackRock Asset Management Schweiz AG; and (xi) BlackRock Investment Management, LLC.
​
(4)
According to a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group (“Vanguard”), including through certain of its subsidiaries, has sole power to vote or direct the vote of 31,583 shares, sole power to dispose or to direct the disposition of 1,806,398 shares, shared power to vote or direct the vote of 2,532 shares, and shared power to dispose or to direct the disposition of 32,412 shares of the Company’s common stock. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. are subsidiaries of Vanguard and beneficially own 29,880 shares and 4,235 shares of the Company’s common stock, respectively.
​
(5)
According to a Schedule 13G filed with the SEC on February 14, 2020 by T. Rowe Price Associates, Inc. (“T. Rowe Price”). T. Rowe Price has sole voting power over 515,015 shares and sole dispositive power over 1,648,420 shares.
​
(6)
Based solely on Mr. Agard’s last Form 4 filing on March 5, 2019. Mr. Agard was no longer an employee of the Company as of April 5, 2019 and all unvested stock option and restricted stock awards were forfeited as of such date.
​
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​

(7)
Includes shares based on Mr. Knowles last Form 4 filing on August 12, 2019. Mr. Knowles resigned as of February 5, 2020 and in connection therewith, the Board approved the accelerated vesting of portions of equity awards that would otherwise have vested in March 2020, consisting of restricted stock awards relating to 16,605 shares of Company common stock and stock options relating to 25,000 shares of Company common stock. The stock options have an exercise price of  $12.01 per share and, in accordance with the Company’s equity compensation plan, are exercisable for 90 days following Mr. Knowles termination of employment.
​
(8)
Including 3,661 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
​
(9)
Including 12,510 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
​
(10)
Including 12,499 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
​
(11)
Including 53,670 shares not currently owned but issuable upon the exercise of stock options awarded under our equity compensation plans that are currently exercisable or will become exercisable within 60 days.
​
Delinquent Section 16(a) Beneficial Ownership Reporting Compliance

Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of our equity securities.

Based solely upon a review of Forms 3, Forms 4 and Forms 5 furnished to us under Rule 16a-3(e) during 2016,2019, and written representations of our directors and officers, we believe that all directors, executive officers and beneficial owners of more than 10% of our common stock have filed with the SEC on a timely basis all reports required to be filed under Section 16(a) of the Securities Exchange Act, except for Macon F. Brock, Jr. who reported one transaction late on a Form 4 due to an administrative error.

Act.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have a formal written policy concerning related person transactions, a copy of which is available on our website. Under that policy, a related person transaction is a transaction, arrangement or relationship involving us, on the one hand, and (i) our director or executive officer, his or her immediate family members or any entity that any of them controls or in which any of them has a substantial beneficial ownership interest; or (ii) any person who is the beneficial owner of more than 5% of our voting securities or a member of the immediate family of such person. Related person transactions do not include (i) any employee benefit plan, policy, program, agreement or other arrangement that has been approved by the Board, the Compensation Committee or recommended by the Compensation Committee for approval by the Board, or (ii) any transaction (other than consulting or employment) in the ordinary course of business and/or in compliance with approved Company policy, if applicable, that does not involve an amount exceeding $100,000 in aggregate.

The Audit Committee evaluates each related person transaction for the purpose of recommending to the disinterested members of the Board whether the transaction is fair, reasonable and within our policy, and should be ratified and approved by the Board. At least annually, management will provide the Audit Committee with information pertaining to related person transactions. Related person transactions entered into, but not approved or ratified as required by the policy concerning related person transactions, will be subject to termination by us or the relevant subsidiary, if so directed by the Audit Committee, taking into account factors as it deems appropriate and relevant.

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Lease Arrangements

As of

Until December 31, 2016,2019, we leased our Toano finishing, distribution and former headquarters facility, which includes a store location a warehouse located in Tennessee and 2928 of our other store locations from F9 Properties, LLC f/k/a ANO, LLC (“F9”), a company that is wholly owned by Thomas D. Sullivan. Mr. Sullivan. Subsequent toSullivan, a founder and former employee of the company, has not served as an officer or director of the company since December 31, 2016, in connection2016. According to a Schedule 13D/A filed with Mr. Sullivan’s resignation from the Board,SEC on September 3, 2019, Mr. Sullivan iswas the beneficial owner of more than 5% of our voting securities. Mr. Sullivan subsequently filed a Schedule 13D/A with the SEC on September 13, 2019 indicating that his ownership was approximately 1.6% of our voting securities and was no longer deemed to be a related person.5% shareholder. The operating lease for our Toano facility hashad a base period that runs throughexpired on December 31, 2019. Our store leases generally have five-year base periods and one or more five-year renewal periods. Our rent expense attributable to F9 was $3.4$3.1 million in 2016 and2019, but we expect a similar rent expense attributable to F9 in 2017.

2020 to be lower, given the expiration of the Toano lease.

We believe that the leases that we have signed to date with F9, which are described in more detail in Note 5 to our audited financial statements included in Item 8 of the Form 10-K filed with the SEC on February 21, 2017,24, 2020, are on fair market terms. In 2016, any new leases or renewals of existing leases involving Mr. Sullivan or entities with which he is involved were handled in accordance with our related person transaction policy.

AUDITOR INFORMATION

Ernst & Young served as our independent registered public accounting firm for the years ended December 31, 20162019 and 2015.2018. Representatives of Ernst & Young are expected to attend the Annual Meeting, be available to respond to appropriate questions from stockholders and have the opportunity to make a statement if they desire to do so.

Fees Paid to Independent Registered Public Accounting Firm

The following information is furnished with respect to the fees billed by our independent registered public accounting firm for each of the last two fiscal years:

​​​2019​​2018​
Audit Fees​​​$1,485,550​​​​$1,595,000​​
Audit-Related Fees​​​​3,600​​​​​4,340​​
Tax Fees​​​​77,776​​​​​207,500​​
Total Fees​​​$1,566,926​​​​$1,806,840​​
  
 2015 2016
Audit Fees $1,832,685  $1,820,000 
Audit-Related Fees  53,500   13,500 
Tax Fees  163,250   220,000 
Total Fees $2,049,435  $2,053,500 

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Audit fees:fees:   The aggregate amount of fees billed to us by Ernst & Young for professional services rendered in connection with the audits of our annual consolidated financial statements and our international subsidiaries, the reviews of the consolidated financial statements for the fiscal quarters during the year and accounting consultations that relate to the audited consolidated financial statements and are necessary to comply with auditing standards.

Audit-Related fees:fees:   The aggregate amount of fees billed to us by Ernst & Young for professional services rendered in connection with accounting consultations, principally related to SEC filing and reporting matters.

Tax fees:fees:   The aggregate amount of fees billed to us by Ernst & Young for professional services related to federal, state and international tax return preparation, tax planning services and consultations on tax matters.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has determined that Ernst & Young’s rendering of all other non-audit services is compatible with maintaining auditor independence. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent registered public accounting firm. Under the policy, pre-approval is generally provided for particular services or categories of services, including planned services, project-based services and routine consultations projects. Each category is subject to a specific budget or quarterly dollar amount. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the independent registered public accounting
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firm is required to provide detailed back-up documentation at the time of approval. The Audit Committee has delegated certain pre-approval authority to its Chairman. The Chairman must report any decisions to the Audit Committee at its next scheduled meeting. All services provided by Ernst & Young during 20152018 and 20162019 were pre-approved.

Audit Committee Report

The Audit Committee operates under a written charter adopted by the Board. The charter reflects the applicable requirements of the Sarbanes-Oxley Act of 2002, the SEC and the NYSE. Each member of the Audit Committee is independent in accordance with the applicable rules of the NYSE, the SEC and our corporate governance guidelines.

The Audit Committee reviews and discusses the following matters with management and our independent registered public accounting firm, Ernst & Young LLP:

•
Quarterly and year-end results, consolidated financial statements and reports, prior to public disclosure.
​
•
Our disclosure controls and procedures, including internal control over financial reporting.
​
•
The independence of our registered public accounting firm.
​
•
Management’s report and the independent registered public accounting firm’s report and attestation on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

​
The Audit Committee routinely meets with our internal auditors and independent registered public accounting firm, with and without management present.

The Audit Committee has oversight responsibilities only and it is not acting as an expert in accounting or auditing. The Audit Committee relies without independent verification on the information provided to its members and on the representations made by management and the independent auditors. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States or that the audit of our consolidated financial statements by the independent auditors has been carried out in accordance with auditing standards set forth by the Public Company Accounting Oversight Board (“PCAOB”).


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Management has the primary responsibility for the preparation of our 20162019 consolidated financial statements and the overall reporting process, including the systems of internal control over financial reporting, and has represented to the Audit Committee that our 20162019 consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. In accordance with the requirements established by the PCAOB Auditing Standard No. 1301, “Communications with Audit Committees,” these discussions included, among other things, a review of significant accounting policies, their application and estimates, and the independent registered public accounting firm’s judgment about our internal controls and the quality of our accounting practices.

The Audit Committee has received from the independent auditors written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the auditors’ independence, and has discussed with the independent auditors, the independent auditors’ independence.

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Relying on these reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2019, for filing with the SEC.

AUDIT COMMITTEE

Jimmie L. Wade,Chairperson
W. Stephen CannonDavid A. Levin
Famous P. Rhodes
Martin F. Roper

Dated: March 27, 2017


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​​

PROPOSAL TWO

RATIFICATION OF THE SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2017.2020. We are asking the stockholders to ratify this selection.
Under its charter, the Audit Committee is responsible for the appointment, retention, compensation, evaluation and termination of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in an annual evaluation of the external auditor’s qualifications, performance and independence. In accordance with SEC rules, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to the Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. Under its charter, the Audit Committee assures the regular rotation of the lead audit partner as required by law.
If our stockholders fail to ratify the selection of Ernst & Young, the Audit Committee and our Board will consider whether to retain Ernst & Young and may retain that firm or another firm without resubmitting the matter to our stockholders. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered accounting firm at any time during the year if it determines that such a change would be in our and our stockholders’ best interest.

The affirmative vote of the holders of shares representing a majority of the votes cast at the Annual Meeting, in person or by proxy, is required to ratify the selection of the independent registered public accounting firm.

The Board of Directors recommends that you vote FOR the ratification of the
selection by the Audit Committee of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2017.

2020.

PROPOSAL THREE

ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act and subsequent rules and regulations promulgated by the SEC require that we provide our stockholders with the opportunity to vote to approve, on a nonbinding,non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with Item 402 of the Securities and Exchange Commission’s Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This vote will not create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for the Board or us. However, we value the opinions that our stockholders express in their votes and will consider the outcome of the vote when making future decisions on executive compensation, as we deem appropriate. As noted above, weWe have elected to conduct this “say-on-pay” non-binding advisory vote annually. In 2011, the stockholders of the Company voted in favor of an annual say-on-pay vote and the Company elected to follow such advisory vote. As a result, we are including theThe next non-binding advisory resolution approvingvote to approve the compensation of our named executive officers again in this Proxy Statement. We are also required,will occur at least once every six years, to submit for stockholder approval a non-binding advisory vote as to the frequency (every one, two or three years)2020 Annual Meeting of the non-binding stockholder vote regarding the approval of the compensation of our named executive officers. Accordingly, we are submitting for shareowner approval a proposal regarding the “frequency” vote in Proposal Four in this Proxy Statement.

Stockholders.

Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

As discussed in the Compensation Discussion and Analysis section above, we believe that the compensation structure for our named executive officers is appropriate, flexible and effective in attracting and retaining talented personnel. In our judgment, the compensation paid to our named executive officers includes a healthy balance between fixed and performance-based compensation as well as a blend between cash and equity components. Furthermore, we maintain that the compensation for our named executive
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officers is aligned with the interests of our stockholders through incentives based on increasing stockholder value. Finally, we believe that our compensation programs maintain an appropriate balance of risk and reward in relation to our business strategies and objectives.


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The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement. The vote is advisory, which means that the vote is not binding on the Company, our Board or the Compensation Committee of the Board and will not be construed as overruling a decision by the Compensation Committee, the Board or the Company. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement,Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.

The Board of Directors recommends that you vote FOR the proposed
resolution approving the compensation of our named executive officers,
as disclosed in this Proxy Statement.

PROPOSAL FOUR

NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES ON EXECUTIVE COMPENSATION

Pursuant to the SEC’s rules, we include an advisory resolution subject to a non-binding stockholder vote to approve the compensation of our named executive officers in the proxy materials for a meeting of stockholders where executive compensation disclosure is required by the SEC rules. The approval of this resolution is included as Proposal Three in this Proxy Statement.

We request your vote to determine whether this non-binding advisory stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years.

We believe that a non-binding stockholder vote on executive compensation should occur every year. We believe that a one-year frequency provides the highest level of accountability and communication by enabling the non-binding stockholder vote to approve the compensation of our named executive officers to correspond with the most recent executive compensation information presented in our proxy statement for our annual meetings of stockholders.

We believe that providing the vote only every two or three years may prevent stockholders from communicating in a meaningful and coherent manner. For example, we may not know whether the stockholder vote approves or disapproves of compensation for the reporting period or the compensation for previous reporting periods or both. As a result, it could be difficult to discern the implications of the stockholder vote. We will continue to evaluate the appropriate frequency for the stockholder advisory vote on executive compensation.

If the non-binding vote on executive compensation occurs every year, a resolution subject to the non-binding stockholder vote to approve the compensation of our named executive officers will be presented in the proxy materials for the 2018 Annual Meeting of Stockholders.

For the reasons stated above, the Board recommends a vote FOR a one-year frequency for the non-binding advisory stockholder vote to approve the compensation of our named executive officers. Note that stockholders are not voting to approve or disapprove the recommendation of the Board with respect to this proposal. Instead, each proxy card provides four choices with respect to this proposal: a one, two or three year frequency or stockholders may abstain from voting on the proposal.

Your vote on this proposal will be non-binding on us and the Board and will not be construed as overruling a decision by us or the Board. Your vote will not create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for us or the Board. However, the Board values the opinions that our stockholders express in their votes and will consider the outcome of the vote when making future compensation decisions, as it deems appropriate.

The Board of Directors recommends that you vote for a
ONE YEAR frequency for the non-binding advisory vote to
approve the compensation of our named executive officers.


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DEADLINES FOR SUBMISSION OF STOCKHOLDER PROPOSALS

Stockholders interested in submitting a proposal for inclusion in the proxy materials for the Annual Meeting of Stockholders to be held in 20182021 may do so by following the procedures set forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended.Act. To be eligible for inclusion, stockholder proposals must be received at our principal executive offices in Toano, Virginia on or before December 13, 2017.

9, 2020.

If a stockholder wishes to present a proposal at the 20172021 Annual Meeting of Stockholders but not have it included in our proxy materials for that meeting, the proposal: (1) must be received by us no later than December 13, 2017,9, 2020, (2) must present a proper matter for stockholder action under Delaware General Corporation Law, (3) must present a proper matter for consideration at such meeting under our Amended and Restated Certificate of Incorporation and Bylaws, (4) must be submitted in a manner that is consistent with the submission requirements provided in our Bylaws, and (5) must relate to subject matter which could not be excluded from a proxy statement under any rule promulgated by the SEC.

OTHER MATTERS

Management knows of no matters which may properly be and are likely to be brought before the Annual Meeting other than the matters discussed herein. However, if any other matters properly come before the Annual Meeting, the persons named in the enclosed proxy will vote in accordance with their best judgment.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

A copy of an Annual Report on Form 10-K, including the financial statements and schedules thereto, required to be filed with the SEC for our most recent fiscal year, may be found on our website,www.lumberliquidators.com.In addition, we will provide each beneficial owner of our securities with a copy of the Annual Report without charge, upon receipt of a written request from such person. Such request should be sent to the Corporate Secretary, Lumber Liquidators Holdings, Inc., 3000 John Deere Road, Toano,4901 Bakers Mill Lane, Richmond, Virginia 23168.

23230.

VOTING PROXIES

The Board recommends an affirmative vote for each of the director nominees named in Proposal One, and an affirmative vote on Proposals Two and Three, and “ONE YEAR” for the recommended frequency of advisory votes on compensation for our named executive officers as discussed in Proposal Four.Three. Proxies will be voted as specified. If signed proxies are returned without specifying an affirmative or negative vote, the shares represented by such proxies will be voted “FOR”“FOR” the director nominees named in Proposals One “FOR”and “FOR” Proposals Two and Three, and “ONE YEAR” for the recommended frequency of advisory votes on compensation for our named executive officers as discussed in Proposal Four.Three. Management is not aware of any matters other than those specified herein that will be presented at the Annual Meeting, but if any other matters do properly come before the Annual Meeting, the proxy holders will vote upon those matters in accordance with their best judgment.


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