2500 Windy Ridge Parkway, SE
Atlanta, GA 30339

~~[•], 2021~~March 22, 2022
Dear Stockholder,

You are cordially invited to attend the Annual Meeting of Stockholders of Floor & Decor Holdings, Inc. (the “Company”) to be held on Wednesday, May ~~12, 2021~~11, 2022 at 3:1:00 P.M. Eastern Time. The Annual Meeting will be held ~~only~~ by remote communication in a virtual format at: http://web.lumiagm.com/271307858. ~~You will not be able to attend the Annual Meeting in person to ensure safety during the COVID-19 pandemic.~~ To be admitted to the Annual Meeting at http://web.lumiagm.com/271307858, you must log in using the meeting password and the 11-digit control number found in the proxy materials previously distributed to you. The password for the meeting is ~~floor2021.~~floor2022. For registered stockholders, your 11-digit control number can be found on the proxy card, voting instruction form or notice of internet availability you received previously. If you hold your shares through an intermediary, such as a bank, broker or other nominee, you must register in advance to attend the Annual Meeting. To register, you must submit proof of your “legal proxy” obtained from your bank, broker or nominee reflecting your Company holdings, along with your name and email address, to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to (718) 765-8730 or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Please reference “Floor & Decor ~~2021~~2022 Annual Meeting May ~~12, 2021”~~11, 2022” in the subject line. Obtaining a “legal proxy” may take several days and stockholders are advised to register as far in advance as possible. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May ~~5, 2021.~~4, 2022. You will receive a confirmation email from American Stock Transfer & Trust Company, LLC of your registration.

During the Annual Meeting, if you were a stockholder of record as of the record date, you will be able to vote by following the instructions on the virtual meeting website at http://web.lumiagm.com/271307858. If you hold shares of the Company’s common stock in “street name” through a broker, bank or other institution or nominee, you must follow the instructions provided by your broker or other financial institution regarding how to instruct your broker or financial institution to vote your shares.

The agenda for the Annual Meeting includes:

•

the election of ~~four Class I~~three directors for ~~three-year terms~~a one-year term expiring in ~~2024~~2023 (Proposal 1);

•

the ratification of Ernst & Young LLP as independent auditors for our ~~2021~~2022 fiscal year (Proposal 2); and

•

an advisory vote to approve the compensation paid to our named executive officers for the fiscal year ended December ~~31, 2020~~30, 2021 (commonly known as a “say-on-pay” proposal) (Proposal 3);

•

~~a vote to approve amendments to our Restated Certificate of Incorporation (the “Charter”) to declassify our Board of Directors (Proposal 4); and~~

•

a vote to approve amendments to our Charter to eliminate supermajority voting requirements and other obsolete provisions, including the elimination of Class B Common Stock and Class C Common Stock (Proposal 5).

The Company’s Board of Directors recommends a vote FOR the election of the ~~four Class I~~three directors, FOR the ratification of the appointment of Ernst & Young LLP as our independent auditors and FOR the approval, on an advisory basis, of compensation paid to our named executive officers for the fiscal year ended December ~~31, 2020, FOR amending the Charter to declassify the Board of Directors and FOR the~~

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FLOOR & DECOR HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY ~~12, 2021~~11, 2022

TIME

3:1:00 P.M. Eastern Time on Wednesday, May ~~12, 2021~~11, 2022

PLACE

http://web.lumiagm.com/271307858

ITEMS OF BUSINESS

(1)

To elect ~~four Class I~~three directors for ~~three-year terms~~a one-year term expiring at the ~~2024~~2023 annual meeting of stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal (Proposal 1).

(2)

To ratify the appointment of Ernst & Young LLP as independent auditors for our ~~2021~~2022 fiscal year (Proposal 2).

(3)

To approve, by non-binding vote, the compensation paid to our named executive officers for the fiscal year ended December ~~31, 2020,~~30, 2021, as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal) (Proposal 3).

(4)

~~To approve amendments to our Restated Certificate of Incorporation (the “Charter”) to declassify our Board of Directors (Proposal 4).~~

~~(5)~~

To approve amendments to our Charter to eliminate supermajority voting requirements and other obsolete provisions, including the elimination of Class B Common Stock and Class C Common Stock (Proposal 5).

~~(6)~~

To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

RECORD DATE

You are entitled to vote only if you were a stockholder of record at the close of business on March 16, ~~2021.~~2022.

PROXY VOTING

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to transmit your voting instructions online at www.voteproxy.com or via telephone by calling 800-776-9437 (800-PROXIES), or 1-718-921-8500 from foreign countries, or to complete and return a proxy card (no postage is required).

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May ~~12, 2021:~~11, 2022: As permitted by rules adopted by the Securities and Exchange Commission, rather than mailing a full paper set of these proxy materials, we are mailing to many of our stockholders only a notice of internet availability of proxy materials containing instructions on how to access these proxy materials and authorize their respective proxy votes online. This proxy statement, our ~~2020~~2021 Annual Report on Form 10-K and the proxy card are available at www.voteproxy.com. You will need your notice of internet availability or proxy card to access these proxy materials.

~~[ ], 2021~~March 22, 2022

~~DRAFT~~

David V. Christopherson
Executive Vice President, General Counsel and Secretary

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2500 Windy Ridge Parkway, SE
Atlanta, GA 30339

PROXY SUMMARY

We are providing these materials in connection with the ~~2021~~2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”). This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. Please read the entire proxy statement carefully before voting as it contains important information about matters upon which you are being asked to vote.

	TIME			3:1:00 P.M. Eastern Time on Wednesday, May ~~12, 2021~~11, 2022
	PLACE			http://web.lumiagm.com/271307858
	RECORD DATE			You are entitled to vote only if you were a stockholder of record at the close of business on March 16, ~~2021.~~2022.

Agenda and Voting Recommendations

Proposal

Board Recommendation

See Page

Proposal

Board Recommendation

See Page

(1)

To elect four Class I directors for three-year terms expiring at the 2024 annual meeting of stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal.

FOR each Nominee

To elect three directors for a one-year term expiring at the 2023 annual meeting of stockholders once their respective successors have been duly elected and qualified or until their earlier resignation or removal.

FOR each Nominee

(2)

To ratify the appointment of Ernst & Young LLP as independent auditors for our 2021 fiscal year.

FOR

To ratify the appointment of Ernst & Young LLP as independent auditors for our 2022 fiscal year.

FOR

(3)

To approve, by non-binding vote, the compensation paid to our named executive officers for the fiscal year ended December 31, 2020, as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal).

FOR

To approve, by non-binding vote, the compensation paid to our named executive officers for the fiscal year ended December 30, 2021, as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal).

FOR

(4)

To approve amendments to our Restated Certificate of Incorporation (the “Charter”) to declassify our Board of Directors.

FOR

To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

FOR

(5)

To approve amendments to our Charter to eliminate supermajority voting requirements and other obsolete provisions, including the elimination of Class B Common Stock and Class C Common Stock.

FOR

(6)

To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

FOR

Board of Director Nominees

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

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Name

Age

Director Since

Principal Occupation

Committees

~~Norman H. Axelrod~~Thomas V. Taylor

6856

December ~~2011~~2012

~~Former~~ CEO of ~~Linen ‘n Things~~Floor & Decor Holdings, Inc.

~~Compensation Committee~~None

~~Ryan Marshall~~Kamy Scarlett

4658

January 2021

~~President and CEO~~Chief Human Resources Officer of ~~PulteGroup,~~Best Buy Co., Inc.

~~Audit~~Compensation Committee

~~Richard L. Sullivan~~Charles Young

6453

~~April 2017~~January 2021

~~CEO~~Chief Operating Officer of ~~PGA Tour Superstore~~Invitation Homes Inc.

~~Audit Committee~~

~~Felicia D. Thornton~~

~~April 2017~~

~~Vice Chair of the Board of Directors of 99 Cents Only Stores LLC~~

~~Audit Committee and~~ Nominating and Corporate Governance Committee

~~Governance Evolution and Highlights~~

The Board of Directors (the “Board”) of the Company is committed to strong corporate governance. As we continue our transition from a “controlled company” to a widely held company following the completion of our former principal stockholders’ sell-down of their equity ownership positions in fiscal 2020, we are committed to evolving our Board and our corporate governance processes to reflect the changes in our Company’s stockholder base. We are committed to strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value.

As a result of our Board’s continued evaluation of our corporate governance practices, its understanding of the views of the investment community and feedback from our stockholders, at this year’s Annual Meeting, we are seeking stockholder approval to implement changes to our Charter to further strengthen our corporate governance principles and enhance the ability of our stockholders to influence our governance structure. In particular, we are seeking stockholder approval to declassify our Board and eliminate supermajority voting requirements from our Charter, as well as other obsolete provisions related to our former principal stockholders, including eliminating our Class B Common Stock and Class C Common Stock. These changes are consistent with our continued evolution to a widely held company and modernize provisions of our Charter.

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2500 Windy Ridge Parkway, SE
Atlanta, GA 30339

PROXY STATEMENT

The Board of Directors (the “Board”) of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), has prepared this document to solicit your proxy to vote upon certain matters at the Company’s ~~2021~~2022 Annual Meeting of Stockholders (the “Annual Meeting”).

These proxy materials contain information regarding the Annual Meeting, to be held on May ~~12, 2021,~~11, 2022, beginning at 3:1:00 P.M. Eastern Time, to be held by remote communication in a virtual format at: http://web.lumiagm.com/271307858, and at any adjournment or postponement thereof. As permitted by the rules adopted by the Securities and Exchange Commission (the “SEC”), rather than mailing a full paper set of these proxy materials, we are mailing to many of our stockholders only a notice of internet availability of proxy materials (the “Notice”) containing instructions on how to access and review these proxy materials and authorize their respective proxy votes online. If you receive the Notice and would like to receive a paper copy of these proxy materials, you should follow the instructions for requesting such materials located at www.voteproxy.com.

QUESTIONS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS

The approximate date that this proxy statement, the proxy card, and our ~~2020~~2021 Annual Report on Form 10-K (the “Annual Report”) are first being sent or given to our stockholders is March ~~[•], 2021.~~22, 2022. The information regarding stock ownership and other matters in this proxy statement is as of March 16, ~~2021~~2022 (the “Record Date”), unless otherwise indicated.

QUESTIONS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS

What may I vote on?

You may vote on the following proposals:

•

the election of ~~four Class I~~three directors for ~~three-year terms~~a one-year term expiring at the ~~2024~~2023 annual meeting of stockholders once their respective successors have been duly elected and qualified, or their earlier resignation or removal (“Proposal 1”);

•

the ratification of the appointment of Ernst & Young LLP (“EY”) as independent auditors for our ~~2021~~2022 fiscal year (“Proposal 2”);

•

the approval, by non-binding vote, of the compensation paid to our named executive officers (“NEOs”) for the fiscal year ended December ~~31, 2020~~30, 2021 as disclosed in these proxy materials (commonly known as a “say-on-pay” proposal) (“Proposal 3”);

•

~~the approval of amendments to our Restated Certificate of Incorporation (the “Charter”) to declassify our Board of Directors (“Proposal 4”); and~~

•

the approval of amendments to our Charter to eliminate supermajority voting requirements and other obsolete provisions, including the elimination of our Class B and Class C Common Stock (“Proposal 5”).

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE ~~FOUR CLASS I~~THREE DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF EY AS THE INDEPENDENT AUDITORS, AND FOR THE APPROVAL, ON AN ADVISORY BASIS, OF COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED DECEMBER 30, 2021 (“SAY-ON-PAY”).

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~~OUR NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 (“SAY-ON-PAY”),~~ ~~FOR~~ ~~AMENDING THE CHARTER TO DECLASSIFY THE BOARD OF DIRECTORS AND~~ ~~FOR~~ ~~THE AMENDING THE CHARTER TO ELIMINATE SUPERMAJORITY VOTING AND OTHER OBSOLETE PROVISIONS, INCLUDING THE ELIMINATION OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK~~.

Who may vote?

Stockholders of record of our common stock, par value $0.001 per share (“common stock”), at the close of business on the Record Date are entitled to receive the Notice and these proxy materials and to vote their respective shares at the Annual Meeting. Each share of common stock is entitled to one vote on each matter that is properly brought before the Annual Meeting. As of the Record Date, ~~[ ]~~105,849,524 shares of common stock were outstanding.

How do I vote?

We have elected to provide access to proxy materials over the Internet under the SEC’s “notice and access” rules to reduce the environmental impact and cost of the Annual Meeting. However, if you prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice.

Stockholders of Record

If your common stock is registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a stockholder of record with respect to those shares. As a stockholder of record, you have the right to vote by proxy.

You may authorize your proxy in any of the following three ways:

Internet. Go to www.voteproxy.com to use the Internet to transmit your voting instructions and for electronic delivery of information. Have your proxy card in hand when you access the website.

Phone. Call 800-776-9437 (800-PROXIES) or 1-718-921-8500 from foreign countries using any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call.

Mail. Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided, or return it to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219.

Authorizing your proxy by any of these methods will not affect your right to attend the Annual Meeting and vote in person. However, for those who will not be voting in person at the Annual Meeting, your final voting instructions must be received by no later than 11:59 P.M. ET on May ~~11, 2021.~~10, 2022.

Beneficial Owners

Most of our stockholders hold their shares through a stockbroker, bank or other nominee, rather than directly in their own names. If you hold your shares in one of these ways, you are considered the beneficial owner of shares held in “street name”, and the Notice is being forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote. Your broker, bank or nominee has enclosed a voting instruction form for you to use in directing the broker, bank or nominee on how to vote your shares. Unless you provide specific voting instructions, your brokerage firm will only have the discretion to vote shares it holds on your behalf with respect to Proposal 2 (the ratification of EY as independent auditors for our ~~2021~~2022 fiscal year), but not with respect to Proposal 1 (the election of ~~four Class I~~three directors), and Proposal 3 (the say-on-pay proposal), Proposal 4 (amending the Charter to declassify the Board) or Proposal 5 (amending the Charter to remove the supermajority voting requirement and other obsolete provisions, including the elimination of our Class B and Class C Common Stock) as more fully described under “What is a broker ‘non-vote’?” below.

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How many votes must be present to hold the Annual Meeting?

A “quorum” is necessary to hold the Annual Meeting. A quorum is a majority of the votes entitled to be cast by the stockholders entitled to vote at the Annual Meeting. They may be present at the Annual Meeting or represented by proxy. Abstentions and broker “non-votes” are not counted as votes cast either “FOR” or “AGAINST” a given proposal, but are counted as present and entitled to vote for purposes of determining a quorum.

How many votes are needed to approve the proposals?

The following table sets forth the voting requirements with respect to each of the proposals at the Annual Meeting:

	Proposal	Vote Required
1	The election of ~~four Class I~~three directors	A “FOR” vote by a majority of votes cast
2	The ratification of EY as independent auditors for our ~~2021~~2022 fiscal year	A “FOR” vote by a majority of votes cast
3	The Say-On-Pay Proposal	A “FOR” vote by a majority of votes cast
4	~~The amendment of our Charter to declassify the Board~~	~~A “FOR” vote by a two-thirds majority of votes entitled to be cast~~
5	~~The amendment of our Charter to eliminate supermajority voting and other obsolete provisions, including eliminating our Class B and Class C Common Stock~~	~~A “FOR” vote by a two-thirds majority of votes entitled to be cast~~

A “FOR” vote by a “majority of votes cast” means that the number of shares voted “FOR” exceeds the number of shares voted “AGAINST.”

A “FOR” vote by a “two-thirds majority of votes entitled to be cast” means that the number of shares voted “FOR” represents at least two-thirds of the number of our shares outstanding on the record date.

How can I submit questions relating to the Annual Meeting?

Stockholders may submit questions relating to Annual Meeting matters by sending an email our Investor Relations department at InvestorRelations@flooranddecor.com with ~~“2021~~“2022 Annual Meeting” in the subject line. Only questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding other matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to meeting matters and therefore will not be answered. Questions that are substantially similar may be grouped and answered together to avoid repetition.

How can I access the list of stockholders of record entitled to vote at the Annual Meeting?

Access to the list of stockholders of record entitled to vote at the Annual Meeting for any purpose germane to the meeting will be available beginning ten days prior to the meeting by emailing

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will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is commonly referred to as a broker “non-vote.”

The election of directors (Proposal 1), and the say-on-pay proposal (Proposal 3), the proposal to amend the Charter to declassify the Board (Proposal 4) and the proposal to amend the Charter to eliminate supermajority voting and other obsolete provisions, including the elimination of our Class B and Class C Common Stock (Proposal 5) are matters considered non-routine under applicable rules. A broker, bank or other nominee cannot vote without your instructions on non-routine matters. For your vote to be counted in the above proposals, you will need to communicate your voting decisions to your broker, bank or other nominee before the date of the meeting using the voting instruction form provided by your broker, bank or other nominee.

Broker non-votes will have no effect on the election of directors (Proposal 1) or the say on pay proposal (Proposal 3). Broker non-votes will have the same effect as a vote “AGAINST” the proposal to amend the Charter to declassify the Board (Proposal 4) and the proposal to amend the Charter to eliminate supermajority voting and other obsolete provisions, including the elimination of our Class B and Class C Common Stock (Proposal 5).

The ratification of the appointment of EY as our independent auditors for the fiscal year ending December ~~30, 2021~~29, 2022 (Proposal 2) is a matter considered routine under applicable rules. A broker, bank or other nominee may generally vote on routine matters.

Will any other matters be acted on at the Annual Meeting?

If any other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof, the persons named in the proxy will have discretion to vote on those matters. As of February ~~12, 2021,~~11, 2022, the date by which any proposal for consideration at the Annual Meeting submitted by a stockholder must have been received by us to be presented at the Annual Meeting, and as of the date of these proxy materials, we did not know of any other matters to be presented at the Annual Meeting.

Who pays for this proxy solicitation?

We will pay the expenses of soliciting proxies. In addition to solicitation by mail, proxies may be solicited in person or by telephone or other means by our directors or associates. We will reimburse brokerage firms and other nominees, custodians and fiduciaries for costs incurred by them in mailing these proxy materials to the beneficial owners of common stock held of record by such persons.

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ELECTION OF ~~FOUR CLASS I~~THREE DIRECTORS (PROPOSAL 1)

Board Structure and the Nominees

The Board is currently comprised of 1011 directors. ~~Pursuant~~At our 2021 annual meeting of stockholders, our stockholders voted to approve an amendment to our Charter that provides for the phased-in declassification of our Board and the annual election of all directors. Specifically, our Charter, as amended, provides that (1) commencing at the Annual Meeting, directors shall be elected annually to serve for a term of one year and (2) any director in office at the Annual Meeting whose term expires at the annual meeting of stockholders to be held in calendar year 2023 or calendar year 2024 shall continue to hold office until the end of term of which such director was elected and until such director’s successor shall have been elected and qualified. Beginning with the 2024 annual meeting of stockholders, the declassification of the Board ~~is divided into three classes. The members~~will be complete and all of ~~each class serve for staggered, three-year terms.~~ our directors will be subject to annual election.

Upon the expiration of the term of a ~~class of directors,~~director, the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) will recommend to the Board for its approval ~~the slate of~~a director ~~nominees~~nominee to be nominated for election for ~~three-year terms~~a one-year term at the annual meeting of stockholders in the year in which the term of such of director expires. Until the Board is completely declassified, any director appointed to the Board to fill a ~~class~~vacancy will hold office for the remaining term of ~~directors expires.~~ his or her predecessor; thereafter, any director so appointed will hold office until the next annual meeting of stockholders.

On October 27, 2020, Brad Brutocao, Rachel Lee, and John Roth each resigned from the Board, effective as of January 1, 2021. Mr. Brutocao and Ms. Lee served on the Compensation Committee of the Board, and Mr. Roth and Ms. Lee served on the Nominating Committee of the Board. On October 28, 2020, the Board determined, effective as of the January 1, 2021, to appoint Ryan Marshall, Kamy Scarlett and Charles Young to the Board. On February 10, 2021, Michael Fung, a member of our Board and the chairperson of the Audit Committee of the Board, passed away. Effective February 24, 2021, the Board appointed Felicia Thornton, ~~a current~~an existing member of the Board, as chairperson of the Audit Committee of the Board. On April 8, 2021, the Board determined, effective as of April 15, 2021, to appoint William T. Giles to the Board and to chair the Audit Committee of the Board.

Our directors have a balance of tenure and age, which provides our Board with an effective mix of experience and perspective, as shown in the chart and biographies below:

[MISSING IMAGE: tm223469d1-pc_election4clr.jpg]

In connection with the Annual Meeting, the Board, upon the recommendation of the Nominating Committee, has nominated each of ~~Norman H. Axelrod, Ryan Marshall, Richard L. Sullivan~~Kamy Scarlett, Thomas V. Taylor, and ~~Felicia D. Thornton~~Charles Young (together, the “Nominees”) for reelection as a ~~Class I~~ director, for a ~~three-year~~one-year term expiring at our ~~2024~~2023 annual meeting of

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The Nominees

Kamy Scarlett, 58, has served as a member of our Board since January 2021. Ms. Scarlett has served as the Chief Human Resources Officer of Best Buy Co. Inc. (“Best Buy”) since 2017. In this role, she oversees talent development and the health and well-being of nearly 125,000 Best Buy employees worldwide. She has previously served as Best Buy’s President, U.S. retail, leading operations of Best Buy’s nearly 1,000 U.S. store locations. Before taking on senior executive roles in the U.S., Ms. Scarlett led Human Resources and Retail operations for Best Buy’s Canadian operations. Prior to joining Best Buy in 2014, Ms. Scarlett was the Chief Operating Officer at Grafton-Fraser Inc., a ~~specialty~~leading Canadian retailer of ~~health~~men’s apparel, and ~~wellness products, National Bedding Company LLC,~~previously held leadership roles at Loblaw Cos., Hudson’s Bay Co. and Dylex Inc. Ms. Scarlett also serves on the board of the Best Buy Foundation. Ms. Scarlett’s experience managing human capital for a ~~mattress~~global enterprise, her experience leading diversity and ~~bedding product manufacturer,~~inclusion efforts, her operational retail experience, including in Canada, and ~~Simmons Company,~~her experience working for a ~~mattress and bedding product manufacturer, and~~leading omnichannel retail led to the conclusion that she should serve as a member of the ~~boards~~Board.

Thomas V. Taylor, Jr., 56, has served as our Chief Executive Officer and a member of our Board since December 2012. Prior to joining us, Mr. Taylor began his career at age 16 in 1983 at a Miami Home Depot store. He worked his way up through various manager, district manager, vice president, president, and senior vice president roles to eventually serve as the Executive Vice President of Operations with responsibility for all 2,200 Home Depot stores and then the Executive Vice President of Merchandising and Marketing, again for all stores. After leaving Home Depot in 2006, for the next six years, Mr. Taylor was a Managing Director at Sun Capital Partners. During his tenure, he was a board member for over twenty portfolio companies in the United States and Europe. Mr. Taylor currently serves on the board of directors of ~~Jaclyn, Inc., a handbags and apparel company, Reebok International Ltd., a leading worldwide designer and marketer of sports, fitness and casual footwear, apparel and equipment, and Maidenform Brands,~~National Vision Holdings Inc., an ~~intimate apparel retailer.~~optical retailer, and Cooper’s Hawk, a differentiated wine club and restaurant concept. Mr. ~~Axelrod has provided consulting services to certain entities related to Ares Management Corporation (“Ares Management”). Mr. Axelrod received~~Taylor’s significant experience as a ~~B.S.~~board member and his expertise in ~~Management and Marketing from Lehigh University and an M.B.A. from New York University. Mr. Axelrod’s vast experience~~the home improvement retail industry led to the conclusion that he should serve as a member of our Board.

Ryan Marshall, 46, has served as a member of our Board since January 2021. Mr. Marshall has served as the President and Chief Executive Officer of PulteGroup, Inc. (“Pulte”) since September 2016. Prior to becoming the Chief Executive Officer and President of Pulte, Mr. Marshall served as the President of Pulte since February 2016 and had the responsibility for Pulte’s homebuilding operations and its marketing and strategy departments. Prior to being named President, Mr. Marshall served as Pulte’s Executive Vice President of Homebuilding Operations. Other previous roles with Pulte included Area President for Pulte’s Southeast Area, Area President for Florida, Division President in both South Florida and Orlando and Area Vice President of Finance. In those roles, he managed various financial and operating functions including financial reporting, land acquisition and strategic market risk and opportunity analysis. Mr. Marshall’s strategic growth experience, his financial expertise, his experience with home construction and ability to contribute to our commercial business and his experience as a public company CEO led to the conclusion that he should serve as a member of our Board.

Richard L. Sullivan, 64, has served as a member of our Board since April 2017. Mr. Sullivan has been the President and CEO of the parent entity of PGA TOUR Superstore, a nationwide specialty golf retailer, since 2009 and the Chairman of the National Golf Foundation, a non-profit golf market research provider, since 2019. Previously, Mr. Sullivan was the Chief Marketing Officer for Home Depot Inc. (“Home Depot”) from 1992 to 2002. From 2002 to 2008, Mr. Sullivan served as the Executive Vice President and Chief Marketing Officer overseeing sales, marketing and other business-related functions for the Atlanta Falcons and team owner Arthur Blank. Mr. Sullivan was elected Vice Chairman of the board of directors of the National Golf Foundation in January 2016 and serves as a member of its compensation committee. He received his B.S. in Accounting from Roger Williams University. Mr. Sullivan’s business experience, including in home improvement and specialty retailers, led to the conclusion that he should serve as a member of our Board.

Felicia D. Thornton, 57, has served as a member of our Board since April 2017. Ms. Thornton served as Interim Chief Executive Officer from June 2019 to March 2020 and Chief Financial Officer and Treasurer for 99 Cents Only Stores LLC, a deep-discount retailer, from November 2015 to August 2018. Ms. Thornton was appointed to the board of directors for 99 Cents Only Stores LLC, where she currently serves as Vice Chair, in February 2018 and served as the Audit Committee Chair from November 2018 to April 2019. In September 2020, Ms. Thornton was appointed to the board of directors and audit committee of Pactiv Evergreen Inc., a food and beverage packaging company. Ms. Thornton is a member of the board of directors and Audit Committee Chair of Covergint Technologies and Coolsys, both private companies. In February 2021, Ms. Thornton was appointed to the board of directors and audit committee of Ares Acquisition Corp., a special purpose acquisition company. Previously, Ms. Thornton served as Co-Chief Executive Officer, President and Chief Operating Officer for DeMoulas Super Market, Inc., (“DeMoulas”), a supermarket chain, from June 2014 to December 2014 and as the Chief Executive Officer of Knowledge Universe U.S., a private childhood education company, from 2006 to 2011. Ms. Thornton served as Chief Financial Officer and led overall strategy for Albertsons, a grocery and drugstore company, from 2001 to 2006. Ms. Thornton served in a variety of executive strategic and financial roles from 1992 to 2000 for Ralphs Grocery Company, Inc., a grocery store chain, and for Fred Meyer, a retail supermarket company, both of which eventually became part of The Kroger Company, a global retailer of grocery, multi-department, discount, convenience and jewelry stores, where Ms. Thornton served as Group Vice President responsible for retail operations. Ms. Thornton has served as a member of the boards of directors of public and private companies, including Nordstrom, Inc., a luxury retailer, from November 2010 to May 2012 and for Knowledge Universe Education, Inc. from November 2006 to May 2012. Ms. Thornton also served as an Advisor to the Special Committee of the board of directors of DeMoulas from April 2014 to June 2014.

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~~Committee. He additionally~~ serves on the ~~Ares Private Equity Group’s Corporate Opportunities, Asia Private Equity~~Advisory Board Council of Cool Girls, Inc., and ~~Special Opportunities Investment Committees. Mr. Kaplan joined Ares Management~~ in ~~2003 from Shelter Capital Partners, LLC, where~~addition to his community work, he was a Senior Principal from June 2000 to April 2003. From 1991 through 2000, Mr. Kaplan was a Senior Partner of, Apollo Management, L.P. and its affiliates, during which time he completed multiple private equity investments from origination through exit. Prior to Apollo Management, L.P., Mr. Kaplan was a memberis on the Executive Committee of the ~~Investment Banking Department~~Diversity, Equity & Inclusion Council at ~~Donaldson, Lufkin & Jenrette Securities Corp.~~Delta. Mr. Kaplan currently serves as Chairman of the Supervisory Board of the parent entity of Mytheresa and as a member of the boards of directors of 99 Cents Only Stores LLC, the parent entities of Cooper’s Hawk Winery & Restaurants, and Guitar Center, Inc. Mr. Kaplan’s previous public company board of directors experience includes Maidenform Brands, Inc., where he served as the company’s Chairman, GNC Holdings, Inc., Dominick’s Supermarkets, Inc., Stream Global Services, Inc., Orchard Supply Hardware Stores Corporation, and Allied Waste Industries Inc. Mr. KaplanJames also serves on the ~~board~~Board of ~~directors~~Directors of ~~Cedars-Sinai Medical Center~~Wheels Up (NYSE: UP). Mr. James earned his B.A. in Business Administration from Morehouse College and ~~serves on the President’s Advisory Group of the~~MBA from Duke University ~~of Michigan. Mr. Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan,~~— The Fuqua School of ~~Business Administration with a B.B.A. concentrating in Finance.~~Business. Mr. ~~Kaplan’s over 25 years of~~James’ leadership experience, ~~managing investments in,~~which has included overseeing digital strategies, customer loyalty and ~~serving on the boards of directors of, companies operating in various industries~~engagement, and strategic growth, led to the conclusion that he should serve as a member of our Board.

Peter M. Starrett, ~~73,~~74, has served as a member of our Board since November 2010. In 1998, Mr. Starrett founded Peter Starrett Associates, a retail advisory firm, and currently serves as its President. In connection with his activities at Peter Starrett Associates, Mr. Starrett also provides consulting services to certain Freeman Spogli affiliated entities. From 1990 to 1998, Mr. Starrett served as the President of Warner Bros. Studio Stores Worldwide, a specialty retailer. Previously, he was Chairman and Chief Executive Officer of The Children’s Place, a specialty retailer. Prior to that, Mr. Starrett held senior executive positions at both Federated Department Stores and May Department Stores, each a department store retailer. Mr. Starrett is Chairman of the board of directors of Boot Barn, Inc., a specialty apparel and footwear retailer. From May to November of 2012, Mr. Starrett served as Boot Barn, Inc.’s interim Chief Executive Officer. In addition, he is a member of the board of directors of several private companies. Previously, he was also the Chairman of the board of directors of Pacific Sunwear, Inc. and served on the board of directors of hhgregg, Inc., an electronics and appliances retailer. Mr. Starrett received a B.S.B.A. from the University of Denver and an M.B.A. from Harvard Business School. Mr. Starrett’s extensive experience as an officer and a director of both public and private companies in the retail industry led to the conclusion that he should serve as a member of our Board.

George Vincent West, ~~66,~~67, has served on our Board since he founded us in 2000. He served as our Chief Executive Officer from 2000 to 2002, as Co-Chief Executive Officer from 2008 to 2010 and as Chief Executive Officer from 2010 through 2012. Currently, Mr. West serves as the Vice Chairman of our Board, a position that he has held since December 2012. Mr. West began his business career starting a successful retail glassware business in Atlanta. He was eventually recruited to work for his family building materials business, West Building Materials, which operated in five southeastern states, and eventually became its President. Mr. West also developed and sold a multistate billboard company and has developed several real estate projects across the state of Georgia, the most recent being Utana Bluffs, a boutique mountain home community in the north Georgia Mountains. Mr. West’s most recent venture is Mountain & Marsh Hospitality Group, which offers accommodations in the North Georgia Mountains and the Georgia Coast. Mr. West currently serves as Chair of the Lamar Dodd School of Art Board of Visitors, Mr. West also serves on the Board of Directors of The Savannah Music Festival and is the Vice Chair of the Board of Trustees of the Telfair Art Museum. Mr. West is a member of the Executive Advisory Council for the Emory Brain Health Center. Mr. West is also a member of the University of Georgia Terry School of Business Entrepreneurship Advisory Board. Mr. West graduated from the Terry College of Business at the University of Georgia in 1977. Mr. West’s experience and intimate knowledge of the Company led to the conclusion that he should serve as a member of our Board.

Directors Remaining in Office until our 2024 Annual Meeting of Stockholders

Norman H. Axelrod, 69, has served as our Chairman since December 2011 and as a member of our Board since November 2010. Beginning in 1988, Mr. Axelrod served as Chief Executive Officer and a member of the board of directors of Linens ‘n Things, Inc., a retailer of home textiles, housewares and decorative home accessories, was appointed as Chairman of its board of directors in 1997, and served in such capacities until its acquisition in February 2006. Mr. Axelrod also serves on the boards of directors of the parent entities of Guitar Center, Inc., a musical instruments retailer, The Neiman Marcus Group LLC, a luxury retailer, and 99 Cents Only Stores LLC, a deep-discount retailer. Mr. Axelrod served on the board of directors of the parent entity of Smart & Final Stores, Inc., a warehouse-style food and supply retailer, until 2019. Mr. Axelrod was also appointed Chairman of the board of directors of 99 Cents Only Stores LLC in February 2018 and has previously served as the Chairman of the boards of directors of GNC Holdings, Inc., a specialty retailer of health and wellness products, National Bedding Company LLC, a mattress and bedding product manufacturer, and Simmons Company, a mattress and bedding product manufacturer, and as a member of the boards of directors of Jaclyn, Inc., a handbags and apparel company, Reebok International Ltd., a leading worldwide designer and marketer of sports, fitness and casual footwear, apparel

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and equipment, and Maidenform Brands, Inc., an intimate apparel retailer. Mr. Axelrod has provided consulting services to certain entities related to Ares Management Corporation (“Ares Management”). Mr. Axelrod received a B.S. in Management and Marketing from Lehigh University and an M.B.A. from New York University. Mr. Axelrod’s vast experience led to the conclusion that he should serve as a member of our Board.

William T. Giles, 62, has served as a member of our Board since April 2021. Mr. Giles served as Chief Financial Officer and Executive Vice President — Finance, Information Technology and Store Development, Customer Satisfaction for AutoZone, Inc. (“AutoZone”) from 2007 to 2020. Mr. Giles joined AutoZone in 2006 as Chief Financial Officer and Executive Vice President Finance. From 1991 to May 2006, Mr. Giles held several positions with Linens ‘n Things, Inc., a retailer of home textiles, housewares and decorative home accessories, most recently as the Executive Vice President and Chief Financial Officer. Prior to 1991, Mr. Giles was with Melville, Inc. and PricewaterhouseCoopers. Mr. Giles currently serves on the board of directors for Brinker International and Youth Villages. Mr. Giles is also a member of the Alfred University Board of Trustees. Mr. Giles received a Bachelor of Science in Accounting and Management from Alfred University. Mr. Giles’ demonstrated financial proficiency and business leadership in the retail products industry, his skills as chief financial officer of a public company and his ability to provide the Board unique insights into the strategic, governance and financial issues facing public companies in the retail industry led to the conclusion that he should serve as a member of our board of directors.

Ryan Marshall, 47, has served as a member of our Board since January 2021. Mr. Marshall has served as the President and Chief Executive Officer of PulteGroup, Inc. (“Pulte”) since September 2016. Prior to becoming the Chief Executive Officer and President of Pulte, Mr. Marshall served as the President of Pulte since February 2016 and had the responsibility for Pulte’s homebuilding operations and its marketing and strategy departments. Prior to being named President, Mr. Marshall served as Pulte’s Executive Vice President of Homebuilding Operations. Other previous roles with Pulte included Area President for Pulte’s Southeast Area, Area President for Florida, Division President in both South Florida and Orlando and Area Vice President of Finance. In those roles, he managed various financial and operating functions including financial reporting, land acquisition and strategic market risk and opportunity analysis. Mr. Marshall’s strategic growth experience, his financial expertise, his experience with home construction and ability to contribute to our commercial business and his experience as a public company CEO led to the conclusion that he should serve as a member of our Board.

Richard L. Sullivan, 65, has served as a member of our Board since April 2017. Mr. Sullivan has been the President and CEO of the parent entity of PGA TOUR Superstore, a nationwide specialty golf retailer, since 2009 and the Chairman of the National Golf Foundation, a non-profit golf market research provider, since 2019. Previously, Mr. Sullivan was the Chief Marketing Officer for Home Depot Inc. (“Home Depot”) from 1992 to 2002. From 2002 to 2008, Mr. Sullivan served as the Executive Vice President and Chief Marketing Officer overseeing sales, marketing and other business-related functions for the Atlanta Falcons and team owner Arthur Blank. Mr. Sullivan was elected Vice Chairman of the board of directors of the National Golf Foundation in January 2016 and serves as a member of its compensation committee. He received his B.S. in Accounting from Roger Williams University. Mr. Sullivan’s business experience, including in home improvement and specialty retailers, led to the conclusion that he should serve as a member of our Board.

Felicia D. Thornton, 58, has served as a member of our Board since April 2017. Ms. Thornton served as Interim Chief Executive Officer from June 2019 to March 2020 and Chief Financial Officer and Treasurer for 99 Cents Only Stores LLC, a deep-discount retailer, from November 2015 to August 2018. Ms. Thornton was appointed to the board of directors for 99 Cents Only Stores LLC, where she currently serves as Vice Chair, in February 2018 and served as the Audit Committee Chair from November 2018 to April 2019. In September 2020, Ms. Thornton was appointed to the board of directors and audit committee of Pactiv Evergreen Inc., a food and beverage packaging company. Ms. Thornton is a member of the board of directors and Audit Committee Chair of Covergint Technologies and Coolsys, both private companies. In February 2021, Ms. Thornton was appointed to the board of directors and audit committee of Ares Acquisition Corp., a special purpose acquisition company. Previously, Ms. Thornton served as Co-Chief Executive Officer, President and Chief Operating Officer for DeMoulas Super Market, Inc., (“DeMoulas”), a supermarket chain, from June 2014 to December 2014 and as the Chief Executive Officer of Knowledge

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Universe U.S., a private childhood education company, from 2006 to 2011. Ms. Thornton served as Chief Financial Officer and led overall strategy for Albertsons, a grocery and drugstore company, from 2001 to 2006. Ms. Thornton served in a variety of executive strategic and financial roles from 1992 to 2000 for Ralphs Grocery Company, Inc., a grocery store chain, and for Fred Meyer, a retail supermarket company, both of which eventually became part of The Kroger Company, a global retailer of grocery, multi-department, discount, convenience and jewelry stores, where Ms. Thornton served as Group Vice President responsible for retail operations. Ms. Thornton has served as a member of the boards of directors of public and private companies, including Nordstrom, Inc., a luxury retailer, from November 2010 to May 2012 and for Knowledge Universe Education, Inc. from November 2006 to May 2012. Ms. Thornton also served as an Advisor to the Special Committee of the board of directors of DeMoulas from April 2014 to June 2014. Ms. Thornton is a member of the Latino Corporate Directors Association and is a National Association of Corporate Directors Fellow. Ms. Thornton received a B.S. in Economics from Santa Clara University and an M.B.A. from the University of Southern California. Ms. Thornton’s extensive executive experience in retail, and particularly in large high-growth multi-unit retailers, led to the conclusion that she should serve as a member of our Board.

OTHER BOARD INFORMATION

Board Meetings in ~~2020~~2021

The Board held ~~eight~~six meetings during our fiscal year ended December ~~31, 2020~~30, 2021 (“Fiscal ~~2020”~~2021”).

Director Attendance

During Fiscal ~~2020,~~2021, each of our directors attended at least 75% of the total number of meetings of the Board and committees on which he or she served that were held during the period he or she served as a director or committee member, as applicable.

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located at ~~www.FloorandDecor.com~~ir.FloorandDecor.com. Our website is not part of this proxy statement; references to our website address in this proxy statement are intended to be inactive textual references only.

Risk Oversight

Our Board plays an active role in overseeing management of our risks. Our Board regularly reviews information regarding our credit, compliance, liquidity and operations, as well as the risks associated with each. The compensation committee of our Board (the “Compensation Committee”) is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the audit committee of the Board (the “Audit Committee”) is responsible for overseeing the management of financial, legal and regulatory risks and our enterprise risk management process generally. The Nominating Committee is responsible for managing risks associated with the independence of the Board. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board keeps itself regularly informed regarding such risks through committee reports and otherwise.

Board Committees

Our Board has the authority to appoint committees to perform certain management and administration functions. Our Board has the following standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee. The composition and responsibilities of each standing committee are described below. Members serve on these committees until their resignation or until otherwise determined by the Board. The Board has adopted a written charter for each of our Audit Committee, Compensation Committee and Nominating Committee, which are available, along with the Code of Business Conduct and Ethics and Corporate Governance Guidelines, on the Governance Documents page of the Investors section of our website located at ~~www.FloorandDecor.com~~ir.FloorandDecor.com. We intend to disclose any amendments to the above documents, or any waivers of their requirements, on our website to the extent required by applicable SEC rules or the rules of the NYSE.

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•

to review and approve the compensation of our chief executive officer and the other executive officers of us and our subsidiaries; and

•

to provide oversight concerning the compensation of our chief executive officer, performance of the chief executive officer, to prepare a report on executive compensation for inclusion in this proxy statement and the Annual Report and related matters.

Role of Outside Advisors. Pursuant to the charter of the Compensation Committee, the Compensation Committee has the authority to engage independent counsel, accountants, consultants and other advisers as it deems necessary or appropriate to carry out its duties and responsibilities. As discussed in these proxy materials under the heading “Compensation Discussion and Analysis,” in Fiscal ~~2020,~~2021, our Compensation Committee engaged Korn Ferry to provide analysis related to the competitiveness of our executive and director compensation programs, periodic reviews of our compensation peer group, the presentation of compensation and governance trends to the Compensation Committee, and other mandates as directed by the Compensation Committee.

The Compensation Committee annually reviews the independence of Korn Ferry as its consultant under applicable SEC and NYSE rules on conflict of interest. Following this review, the Compensation Committee determined that Korn Ferry’s work for us does not raise any conflicts of interest. The Compensation Committee’s evaluation included consideration of all services provided to us, the amount of

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of director nominees to be nominated for election at our annual meeting of stockholders. Given the complex nature of the Company’s business, the Board believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural background, and professional experiences in evaluating candidates. Accordingly, when evaluating candidates for nomination as new directors, the Nominating Committee will consider (and will require any search firm that it engages to provide) a set of candidates that includes diverse candidates. We intend to succeed in accomplishing that goal through, among other things, soliciting suggestions from our Board and senior management, hiring third-party search firms as needed, and considering candidates proposed by shareholders in the same manner we evaluate candidates proposed by our Board or senior management.

We believe the enhanced quality that results from a diverse board is beyond any reasonable dispute. We will continue the progress made to date by continuing to implement our policy of recruiting diverse nominee candidates.

The Nominating Committee is committed to a policy of inclusiveness and seeks members with diverse backgrounds, an understanding of our business and a reputation for integrity. Our director refreshment over the last several years has resulted in a diverse group of independent directors with low average tenure, gender diversity and significant experience. Highlights of our recent progress in building a diverse Board include:

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in the United States and 12 located outside of the United States. This population consisted of our full-time, part-time, and temporary employees. None of our employees are represented by a labor organization or are a party to any collective bargaining arrangement.

We are mindful of diversity throughout the employment cycle and believe that diversity is key to our culture and long-term success. We strive to foster a supportive environment that cultivates professional growth and encourages employees to continuously develop their skills. We consider our relationship with employees to be vital, and are focused on effective ~~recruiting,~~attraction, onboarding, and implementation of our values. We intend to make additional investments in diversity, equity and inclusion initiatives in the future. A summary of Fiscal ~~2020~~2021 year-end U.S. demographic data follows:

Race/Ethnicity

[MISSING IMAGE: tm223469d1-pc_ethnicity4c.jpg]

16Gender

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Annual Board Self-Evaluation

In ~~2020,~~2021, the Board and each of its committees undertook a self-evaluation process that included a series of interviews conducted by the Chair of the Nominating and Corporate Governance Committee with each of our directors to gather input on individual director’s contributions, the effectiveness of the Board and committee compositions and structure and the relationship between management and the Board. Feedback from the ~~2020~~2021 and prior Board self-evaluation processes has driven changes in the format of Board meetings, the nature of executive sessions, the format and content of the director onboarding process and individuals nominated to be members of the Board.

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Code of Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, including those officers responsible for financial reporting. The Code of Business Conduct and Ethics is

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available on our website at ~~www.FloorandDecor.com.~~ir.FloorandDecor.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website to the extent required by applicable SEC rules or the rules of the NYSE. The inclusion of our website address in this proxy statement does not include or incorporate by reference the information on or accessible through our website into this proxy statement.

Compensation Committee Interlocks and Insider Participation

None of the directors who served on the Compensation Committee in Fiscal ~~2020~~2021 has ever served as one of our officers or employees. In addition, none of the directors who served on the Compensation Committee had any relationship with us or any of our subsidiaries during Fiscal ~~2020~~2021 pursuant to which disclosure would be required under applicable rules and regulations of the SEC pertaining to the disclosure of transactions with related persons. During Fiscal ~~2020,~~2021, (A) none of our executive officers served as a member of the compensation committee (or other committee performing similar functions or, in the absence of any such committee, the entire board of directors) of any other entity of which an executive officer of such other entity served on our Compensation Committee; (B) none of our executive officers served as a director of any other entity of which an executive officer of such other entity served on our Compensation Committee; and (C) none of our executive officers served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any other entity of which an executive officer of such other entity served on the Board.

Stockholder and Interested Party Communications

The Board welcomes communications from our stockholders and other interested parties. Stockholders and other interested parties may send communications to the Board, or to any particular director, to the following address: Floor & Decor Holdings, Inc., 2500 Windy Ridge Pkwy SE, Atlanta, GA 30339, Attention: Secretary. Stockholders or interested parties should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

~~Investor Rights Agreement~~

Until August 2020 when Ares Corporate Opportunities Fund III, L.P. (“Ares”), a fund affiliated with Ares Management and FS Equity Partners VI, L.P. and FS Affiliates VI, L.P., funds affiliated with Freeman Spogli Management Co., L.P. (collectively “Freeman Spogli”) ceased to hold beneficial ownership in the Company, we were party to an investor rights agreement among us, Ares and Freeman Spogli (the “Investor Rights Agreement”), which, among other things, (i) provided Ares and Freeman Spogli the right to nominate directors for election to our Board, subject to certain conditions as set forth in the Investor Rights Agreement and (ii) contained agreements between Ares and Freeman Spogli for voting for such nominees. The Investor Rights Agreement also provided that the size of our Board may not exceed 12 members unless otherwise agreed by Ares and Freeman Spogli. We were required to bear the expenses associated with any transactions contemplated under the Investor Rights Agreement.

Registration Rights Agreement

We are a party to a registration rights agreement with certain of our stockholders (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the stockholders party thereto are entitled to various rights with respect to the registration of their shares under the Securities Act. Registration of any of these shares under the Securities Act would result in such shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates.

Registration Rights

If we propose to register any of our own securities under the Securities Act in a public offering, we will be required to provide notice to the holders of our common stock with registration rights under the Registration Rights Agreement and provide them with the right to include their shares in the registration statement, subject to certain conditions and exceptions contained in the Registration Rights Agreement. Until August 2020 when Ares and Freeman Spogli ceased to hold beneficial ownership in the Company, they were able to require us to use reasonable best efforts to register their common stock under the Securities Act, subject to certain conditions and restrictions contained in the Registration Rights Agreement.

Expenses

We will be required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares of our common stock held by the holders of our common stock with registration rights under the Registration Rights Agreement.

Indemnification of Officers and Directors

Our Charter and Bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with each of our directors and executive officers.

Ordinary Course Transactions with Related Persons

From time to time, our directors, officers, employees and affiliates may enter into commercial transactions with us in the ordinary course of business, primarily for the purchase of inventory at our stores.

Statement of Policy Regarding Transactions with Related Persons

Policies regarding transactions with related persons are included in the charter of our Audit Committee and in our Corporate Governance Guidelines, each of which require that any transaction with a “related person” (as defined in paragraph (a) of Item 404 Regulation S-K) that is brought to the Audit Committee’s attention be reviewed and approved by the Audit Committee.

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RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 2)

In accordance with the Audit Committee’s charter, the Audit Committee is responsible for the appointment and retention of our independent auditors. In our fiscal years ended December ~~26, 2019 (“Fiscal 2019”) and December~~ 31, 2020 (“Fiscal 2020”) and December 30, 2021 (“Fiscal 2021”), all audit and non-audit services were pre-approved by the Audit Committee.

The Audit Committee has appointed EY to serve as our independent auditors for our fiscal year ending December ~~30, 2021,~~29, 2022, subject to ratification by our stockholders. Representatives of EY will be present at the Annual Meeting to answer questions and will also have the opportunity to make a statement if they desire to do so. If the proposal to ratify EY’s appointment is not approved, other certified public accountants will be considered by the Audit Committee. Even if the proposal is approved, the Audit Committee, in its discretion, may direct the appointment of new independent auditors at any time during the year if it believes that such a change would be in the best interest of the Company and its stockholders.

Fees Paid to EY

The fees incurred by us for professional services rendered by Ernst & Young for Fiscal ~~2019~~2020 and Fiscal ~~2020~~2021 were as follows:

	Fiscal 2020			Fiscal 2019			Fiscal 2021			Fiscal 2020
Audit Fees		$	1,907,928(1)		$	2,423,577(1)		$	1,933,898 (1)		$	1,882,928(1)
Audit-Related Fees			—			—
Audit-related Fees									330,720(2)			—(2)
Tax Fees			448,687(2)			155,000(2)			103,993(3)			448,687(3)
All Other Fees			—			—			—			—
		$	2,356,615		$	2,578,577		$	2,368,611		$	2,331,615

(1)

Audit fees include fees and expenses for professional services rendered for the audit of the Company’s annual consolidated financial statements, reviews of quarterly financial statements ~~Information Technology General Controls (“ITGC”) material weakness remediation~~ and related services. ~~Audit~~In fiscal 2020, audit fees also ~~include~~included fees and expenses associated with securities offerings and filing registration statements with the Securities and Exchange Commission for two secondary offerings in 2020 and one secondary offering in 2019. In 2019, the portion of audit fees incurred for audit services to remediate the ITGC material weakness, as further detailed in Item 9A in our 2018 Form 10-K, were $528,000.offerings.

(2)

Audit-related fees include fees and expenses for professional services rendered for due diligence procedures related to the acquisition of Spartan Surfaces, Inc.

(3)

Tax fees include fees for tax services, including tax compliance, tax advice and tax planning.

The Audit Committee has concluded that the provision of the foregoing services is compatible with maintaining EY’s independence.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures for the pre-approval of audit services and permitted non-audit and tax services rendered by our independent registered public accounting firm. Pre-approval may also be given as part of our Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, case-by-case basis before the independent auditor is engaged to provide each service. The chairperson of the Audit Committee has been delegated the authority to pre-approve any engagement for such audit services and permitted non-audit and tax services, provided that the chairperson of the Audit Committee must disclose all such pre-approved services to the full Audit Committee at the meeting of the Audit Committee immediately following any such pre-approval.

All of the services provided by EY described above were approved by our Audit Committee pursuant to our Audit Committee’s pre-approval policies.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF EY AS INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER ~~30, 2021.~~29, 2022.

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AUDIT COMMITTEE REPORT

The Audit Committee is comprised of three independent directors and operates under a written charter adopted by the Board, a copy of which is available on the Corporate Governance page of the Investors section of our website located at ~~www.FloorandDecor.com~~ir.FloorandDecor.com. The Board has determined that each of Messrs. Giles, Marshall and Sullivan ~~and Ms. Thornton~~ is independent as independence is defined under the applicable section of the NYSE rules, and that each of Messrs. Giles, Marshall and Sullivan ~~and Ms. Thornton~~ is independent as independence is defined under Rule 10A-3(b)(1) under the Exchange Act. The Board has also determined that each of ~~Ms. Thornton and~~ Messrs. Giles, Marshall and Sullivan qualifies as an “audit committee financial expert.”

The primary purposes of the Audit Committee are to: monitor our financial reporting process and internal control system; appoint our independent registered public accounting firm, determine its compensation and other terms of engagement and oversee its work; oversee the performance of our internal audit function; and oversee our compliance with legal, ethical and regulatory matters.

As noted above, the Audit Committee assists the Board in appointing our independent registered public accounting firm, EY, which includes, among other things, reviewing and evaluating the qualifications, performance and independence of the lead audit partner responsible for our audit, overseeing the required rotation of the lead audit partner and reviewing and considering the selection of the lead audit partner. In appointing EY and the lead audit partner, the Audit Committee considered, among other things, the quality and efficiency of the services provided, including the results of a global internal survey of EY’s performance, the technical capabilities of the engagement teams, external data concerning EY’s audit quality and performance obtained from reports of the Public Company Accounting Oversight Board (“PCAOB”), the engagement teams’ understanding of our company’s business as well as the potential impact of changing auditors. The Audit Committee and the Board believe that the continued retention of EY to serve as the Company’s independent auditor is in the best interests of the Company and its stockholders and have recommended that stockholders ratify the appointment of EY as the Company’s independent auditor for the fiscal year ~~2021.~~2022.

The Audit Committee discussed the auditors’ review of our quarterly financial information with the auditors prior to the release of such information and the filing of our quarterly reports with the SEC. The Audit Committee also met and held discussions with management and EY with respect to our audited year-end financial statements.

Further, the Audit Committee discussed with EY the matters required to be discussed by Statement on Auditing Standards No. 1301, as amended (Communications With Audit Committees), received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, has discussed with the auditors the auditors’ independence and has considered, among other things, the audit and non-audit services performed by, and the amount of fees paid for such services to, the independent registered public accounting firm. In determining EY’s independence, the Audit Committee considered whether EY’s provision of non-audit services were compatible with the independence of the independent registered public accounting firm. The Audit Committee also discussed with the auditors and our financial management matters related to our internal control over financial reporting. Based on these discussions and the written disclosures received from EY, the Audit Committee recommended that the Board include the audited financial statements in the Annual Report for the fiscal year ended December ~~31, 2020,~~30, 2021, for filing with the SEC. The Board has approved this recommendation.

This audit committee report is not deemed filed under the Securities Act or the Exchange Act, and is not incorporated by reference into any filings that we may make with the SEC.

AUDIT COMMITTEE
~~Felicia Thornton~~William T. Giles (Chairperson)
Ryan Marshall
Richard L. Sullivan

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EXECUTIVE OFFICERS

Name	Age	Position
Thomas V. Taylor	5556	Chief Executive Officer and a Director
Trevor S. Lang	5051	Executive Vice President and Chief Financial Officer
Lisa G. Laube	5859	President
Brian K. Robbins	6364	Executive Vice President, Business Development Strategy
David V. Christopherson	4647	Executive Vice President, Secretary and General Counsel
Steven A. Denny	5758	Executive Vice President, Store Operations
Ersan Sayman	50	Executive Vice President, Merchandising

The biography for Mr. Taylor is set forth above under “Election of ~~Four Class I~~Three Directors (Proposal 1) — The Nominees.”

Trevor S. Lang, ~~50,~~51, is our Executive Vice President and Chief Financial Officer. Mr. Lang joined the Company as Senior Vice President and Chief Financial Officer in 2011, and was promoted to Executive Vice President of Professional Services and Chief Financial Officer in October 2014 in connection with his assuming responsibility for leading our in-store Pro business. From 2007 to 2011, he served as the Chief Financial Officer of Zumiez Inc. and also served as its Chief Administrative Officer beginning in April 2010. Previously, he had served as Vice President of Finance for Carter’s, Inc. since 2003. At Carter’s, Mr. Lang was responsible for the management of the corporate accounting and finance functions. From 1999 until joining Carter’s in 2003, Mr. Lang served in a progressive series of Vice President roles in the finance area at Blockbuster Inc., culminating in his role as Vice President of Operations Finance where he was responsible for accounting and reporting for over 5,000 company-owned and franchised stores. From 1994 until 1999, Mr. Lang worked in the audit division of Arthur Andersen reaching the level of audit manager. Mr. Lang is a 1993 graduate of Texas A&M University with a B.B.A. in Accounting. He is also a Certified Public Accountant.

Lisa G. Laube, ~~58,~~59, is our President. Ms. Laube joined the Company as Executive Vice President and Chief Merchandising Officer in 2012 and was promoted to President in February 2020. ~~She is responsible for Merchandising, Marketing, Training, E-Commerce and Store Operations.~~ From 2005 to 2011, Ms. Laube was President of Party City where she was responsible for Merchandising, Marketing and E-Commerce and prior to that she was the company’s Chief Merchandising Officer. From 2002 to 2004, she was the Vice President of Merchandising for White Barn Candle Company, a division of Bath and Body Works. Prior to that, Ms. Laube worked from 1996 to 2002 at Linens ‘n Things beginning as a Buyer and progressing to General Merchandising Manager. From 1988 to 1996, she was a Buyer at Macy’s in the Textiles division. Ms. Laube began her career at Rich’s department store in the Executive Training Program. Ms. Laube also currently serves on the respective boards of directors of Boot Barn Holdings, Inc., a specialty footwear and apparel retailer, Action Ministries, an Atlanta based nonprofit organization, Zoo Atlanta, a zoological park in Atlanta and the Terry Dean’s Advisory Council for the Terry School of Business at the University of Georgia. She graduated from the Terry School of Business, University of Georgia in 1985 with a B.B.A. in Marketing.

Brian K. Robbins, ~~63,~~64, is our Executive Vice President, Business Development Strategy. He joined the Company as Senior Vice President — Supply Chain in 2013, was promoted to Executive Vice President in 2016 and assumed responsibility for our real estate function in 2017 and commercial business in 2018. In 2018, his title changed to reflect these additional responsibilities. Prior to joining us, Mr. Robbins was a senior supply chain or merchandising executive with three portfolio companies of Cerberus Capital Management since 2009. He had also held senior supply chain roles with GE and DuPont, and was a Merchandise Vice President with Home Depot. Early in his career, Mr. Robbins received his CPA certificate and held various accounting positions with Grant Thornton, Scripps Howard and PricewaterhouseCoopers. Mr. Robbins is a graduate of Miami University with a B.S. degree in Education, majoring in Industrial Management.

David V. Christopherson, ~~46,~~47, is our Executive Vice President, General Counsel and ~~Secretary.~~Secretary and has responsibility for our Legal, Human Resources, Safety & Loss Prevention, Internal Audit, Risk Management and Sustainability functions. He joined the Company as General Counsel and Secretary in 2013 and was promoted to Senior Vice President in 2015 and Executive Vice President in 2018. Mr. Christopherson was

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the Vice President, General Counsel and Secretary of Teavana Holdings, Inc. from 2011 to 2013 and the Deputy General Counsel of Swett & Crawford

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from 2007 to 2011. He was previously an attorney with the law firms King & Spalding and Sullivan & Cromwell. Mr. Christopherson received an A.B. in Political Science from Davidson College and a J.D. from Harvard Law School.

Steven A. Denny, ~~57,~~58, is our Executive Vice President, Store Operations and is responsible for all store regions, design services, regional merchandising and safety and asset protection. He joined the Company as a Chief Executive Merchant in 2013 and was promoted to Senior Vice President, Stores in 2017 and Executive Vice President, Stores in 2020. From 2000 to 2013, Mr. Denny held a variety of roles at Home Depot, including serving as the Western Division Field Merchandise Manager. Mr. Denny brings over 35 years of retail and commercial experience in store operations and merchandising with Builders Square, BMC West, Ernst Home & Nursery and Home Depot.

Ersan Sayman, 50, is our Executive Vice President, Merchandising, responsible for all of our merchandising and visual merchandising functions. He joined the Company as a Merchant in 2003, was promoted to Vice President in 2012, Senior Vice President in 2015, and Executive Vice President, Merchandising in 2022. Mr. Sayman previously held a variety of managerial positions at Polat Holding Group, a leading Turkish building materials producer, in the United States and Turkey. Mr. Sayman brings over 28 years of domestic and international flooring and building materials experience. He has a BA degree from Dokuz Eylul University in Turkey.

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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this Compensation Discussion and Analysis, we address our philosophy, programs and processes related to the compensation paid or awarded for Fiscal ~~2020~~2021 to our NEOs listed in the Summary Compensation Table for Fiscal ~~2020~~2021 that follows this discussion.

Our NEOs for Fiscal ~~2020,~~2021, which consist of our principal executive officer, our principal financial officer and our three other most highly compensated executive officers for Fiscal ~~2020,~~2021, are:

•

Thomas V. Taylor, who serves as Chief Executive Officer and a member of our Board and is our principal executive officer;

•

Trevor S. Lang, who serves as Executive Vice President and Chief Financial Officer and is our principal financial officer;

•

Lisa G. Laube, who ~~served as Executive Vice President and Chief Merchandising Officer until February 2020, and who now~~ serves as President;

•

Brian K. Robbins, who serves as Executive Vice President, Business Development Strategy; and

•

David V. Christopherson, who serves as Executive Vice President, Secretary and General Counsel.

On August 3, 2021, Lisa G. Laube informed the Company that she intends to retire on April 30, 2022.

Highlights of ~~2020~~2021 Business Performance

We believe that our NEOs were instrumental in helping us drive positive results for our stockholders in Fiscal ~~2020,~~2021, particularly in light of the continued challenging circumstances posed by the COVID-19 pandemic, ~~(which had a negative impact on our operations~~the global supply chain and ~~financial results for~~ the ~~first and second quarters of Fiscal 2020).~~labor market. Our positive results are evidenced by the following:

•

the Company opened 1327 new warehouse-format ~~stores and one small-format design studio;~~stores;

•

net sales increased ~~18.6%~~41.5% to $3,433.5 million in Fiscal 2021, compared to $2,425.8 million in Fiscal ~~2020, compared to $2,045.5 million in Fiscal 2019;~~2020; relatedly, comparable store sales increased ~~5.5%~~27.6% in Fiscal ~~2020;~~2021;

•

operating income increased ~~34.8%~~58.0% to $339.0 million in Fiscal 2021, compared to $214.6 million in Fiscal ~~2020, compared to $159.2 million in Fiscal 2019;~~2020; relatedly, operating margin increased ~~100~~110 basis points to ~~8.8%~~9.9% in Fiscal ~~2020;~~2021; and

•

net income increased ~~29.4%~~45.3% to $283.2 million in Fiscal 2021, compared to $195.0 million in Fiscal ~~2020, compared to $150.6 million in Fiscal 2019;~~2020; relatedly, net income per diluted share was $2.64 in Fiscal 2021 compared to $1.84 in Fiscal ~~2020 compared to $1.44 in Fiscal 2019.~~2020.

Despite the ~~material negative impact of the COVID-19 pandemic on our operations and financial results for the first two quarters of Fiscal 2020,~~challenges noted above, the overall growth in operating and net income and in net sales for Fiscal ~~2020~~2021 resulted in us exceeding our ~~2020~~2021 Bonus Program target goals, leading to a ~~131.6%~~200% annual cash bonus payout for our executive officers as more fully described below.

For more information on our financial results for Fiscal ~~2020,~~2021, see our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2020,~~30, 2021, filed with the SEC on February ~~25, 2021.~~24, 2022.

Fiscal ~~2020~~2021 Compensation

Compensation Philosophy and Objectives

The primary objectives of our executive pay program are to:

•

attract and retain an exceptional executive team needed to outperform our peers and execute our strategy;

•

drive our short- and long-term growth objectives;

•

align the interests of our executive team with that of our shareholders; and

•

promote a performance-orientation within the organization.

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•

~~promote a performance-orientation within the organization.~~

To achieve that, our compensation program relies on the following core principles:

	Core Principles
	Simplicity and Transparency			Base salary, incentive compensation and equity awards should be easy for executives and for our shareholders to understand.
	Linked to our Strategy			Our pay design should create a direct bridge to our strategy, and clearly reflect our key short- and long-term business objectives.
	Attractive Compensation for Top Talent			Pay quantums and design should be compelling enough to attract the best talent we can to support the successful execution of our strategies.
	Pay for Performance			Compensation should be paid only when financial performance levels ~~are~~ achieved ~~that~~ align with the strategic and financial priorities set by the Board.
	Appropriate Risk Orientation			The more senior a role, the more the total mix of that role’s compensation should be “at risk.” However, our compensation programs should be designed to not encourage excessive or unnecessary risk-taking.

While the Compensation Committee considers competitive compensation data to generally inform decisions relating to NEO compensation, it does not seek to benchmark NEO compensation to any particular level in the market.

The material components of our executive compensation program and their purposes and key characteristics are summarized in the following chart:

	What We Do			What We Don’t Do
	✓ Pay-for-Performance: Majority of fiscal year pay is performance-based and not guaranteed			X No Excise Tax Gross-ups: The Company does not provide any excise tax gross-up payments in connection with a change in control
	✓ Annual Compensation Risk Review: ~~Annually assess~~Our Compensation Committee annually assesses risk in compensation programs associated with regulatory, stockholder and market changes			X No Tax Gross-ups for Perquisites: The Company does not provide tax gross-ups to NEOs for the limited perquisites we provide
	✓ Share Ownership Guidelines: ~~NEOs must comply with~~We maintain meaningful share ownership ~~requirements~~guidelines			X No Hedging or Pledging: NEOs are prohibited from engaging in hedging transactions, pledging Company stock as collateral and similar arrangements with respect to the Company’s securities
	✓ Annual Assessment of Compensation Program: Our Compensation Committee annually assesses the design and alignment of our incentive plans in relation to performance goals, business strategy, organizational priorities and shareholder interests			X No Problematic Option Practices: The Company does not have a practice of granting discounted stock options, extending the original option term, or repricing or exchanging underwater options
	✓ Maximum Payouts: We limit incentive payouts as a percentage of target awards
	✓ Clawback Policy: All cash-based incentive or performance-based equity compensation granted to our NEOs is subject to our Clawback Policy

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Elements of Our Executive Compensation Program

For Fiscal ~~2020,~~2021, our executive compensation program consisted of the following elements:

[MISSING IMAGE: tm223469d1-tbl_elements4c.jpg]

We do not have formal policies relating to the allocation of total compensation among the various elements of our compensation program. We generally allocate compensation between short-term and long-term components and between cash and equity in a manner that we believe will maximize executive performance and retention. The variable pay elements (annual cash incentive and long-term incentive equity awards) comprise an increasingly larger proportion of total compensation of our senior executives as position level increases. This is consistent with our belief that these at-risk elements of compensation more closely align management’s interests with our financial performance and with our employees’ interests.

Base Salary. Base salary is a visible and stable foundation of our compensation program. The base salaries of our NEOs are intended to reflect the position, duties and responsibilities of each executive and the market for base salaries of similarly situated executives at other companies of similar size and in similar industries. On a prospective basis, we will continue to evaluate the mix of base salary, short-term incentive compensation and long-term incentive compensation to appropriately align the interests of our NEOs with those of our stockholders. When reviewing each executive’s base salary, the Compensation Committee considers the level of responsibility and complexity of the executive’s role, individual performance in the prior year, and the salaries paid for the same or similar positions in the competitive market. In February ~~2020,~~2021, the Compensation Committee and the Board, as applicable, approved salary increases for the NEOs, other than Mr. Taylor, effective ~~March 6, 2020,~~February 12, 2021, as set forth in the table that follows. The Compensation Committee and the Board, as applicable, determined to increase base salaries of the NEOs, other than ~~Ms. Laube~~Mr. Taylor, by approximately 5%2% to 9%7% after considering the factors listed ~~above and, determined to increase Ms. Laube’s base salary by approximately 10% after considering the factors listed above and, in connection with her promotion to President in February 2020.~~above.

Base salaries for our NEOs as of the end of Fiscal ~~2019~~2020 and for Fiscal ~~2020~~2021 are listed below.

Name
Fiscal 2019
Base Salary

Fiscal 2020
Base Salary

Thomas V. Taylor $ 950,000 $ 1,000,000
Trevor S. Lang $ 435,000 $ 460,000
Lisa G. Laube $ 505,000 $ 555,000
Brian K. Robbins $ 400,000 $ 420,000
David V. Christopherson $ 345,000 $ 375,000

~~Base Salary — Impact of COVID-19.~~ On March 26, 2020, in light of the COVID-19 pandemic and its impact on the business and operations of the Company, our NEOs agreed to temporarily waive payment of a percentage of their base salaries (other than, with respect to Mr. Taylor, the amount required to pay healthcare premiums) for up to a 90-day period beginning on March 27, 2020 as follows:

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Name
Percentage of Base
Salary Waived

Amount of Fiscal
2020 Base Salary
Waived

Thomas V. Taylor 100% $ 277,459
Trevor S. Lang 50% $ 53,077
Lisa G. Laube 50% $ 64,038
Brian K. Robbins 30% $ 19,385
David V. Christopherson 30% $ 17,308

~~Base salaries were restored to their pre-reduction levels by June of Fiscal 2020, but our executive officers were not entitled to any make-whole payments with respect to such base salary reductions.~~

Name	Fiscal 2020 Base Salary			Fiscal 2021 Base Salary
Thomas V. Taylor		$	1,000,000		$	1,000,000
Trevor S. Lang		$	460,000		$	483,000
Lisa G. Laube		$	555,000		$	565,000
Brian K. Robbins		$	420,000		$	432,600
David V. Christopherson		$	375,000		$	400,000

Annual Cash Incentive Bonuses. Our NEOs are eligible to receive annual cash incentives. We consider annual cash incentive bonuses to be “at-risk” compensation. As “at-risk” compensation, we increase the size of the target incentive, as a percentage of base compensation, proportionate to each NEO’s position and responsibilities. The annual incentives are intended to reward our NEOs for achieving target operating income and sales objective established by the Compensation Committee at the beginning of the year.

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For Fiscal ~~2020,~~2021 under the ~~2020~~2021 Annual Performance Bonus Program (the ~~“2020~~“2021 Bonus Program”), ~~(i) Mr. Taylor was~~our NEOs were eligible to receive ana target annual incentive with a target amount equal to ~~100% of his full annual base salary, (ii) Ms. Laube was eligible to receive an annual incentive with~~ a target amount equal to 70% of her full annual base salary, (iii) Mr. Lang was eligible to receive an annual incentive with a target amount equal to 65% of his full annual base salary, and (iv) Messrs. Robbins and Christopherson were eligible to receive an annual incentive with a target amount equal to 60%percentage of their respective full annual base ~~salaries.~~salary, as follows:

Name	Target 2021 Bonus as a % of Base Salary
Thomas V. Taylor		100%
Trevor S. Lang		65%
Lisa G. Laube		70%
Brian K. Robbins		60%
David V. Christopherson		60%

Under the ~~2020~~2021 Bonus Program, annual incentives for our NEOs were calculated based on achievement of Fiscal ~~2020~~2021 targeted net sales, 20% weighting, and operating income, 80% weighting, as determined by the Compensation Committee, calculated as follows. Based on our achievement of ~~96.5%~~114% of our net sales target and ~~110.7%~~136% of our operating income target, after the adjustments ~~noted~~described below, the ~~NEOs~~NEOs’ weighted average calculated payout percentage under the ~~2020~~2021 Bonus Program is approximately ~~131.6%~~527.7%. However, under the terms of the 2021 Bonus Program, the maximum payout is 200%, which is the amount actually payable to our NEOs under the 2021 Bonus Program.

Performance Metric	Target ($s in millions)			Actual ($s in millions)			Percentage of Target (%)		Weighting (%)		Payout (%)		Target ($s in millions)			Actual ($s in millions)			Percentage of Target (%)		Weighting (%)		Calculated Payout (%)		Actual Payout (%)
Net Sales		$	2,512.7		$	2,425.8		96.5%		20%		40.3%		$	3,003.5		$	3,433.5		114%		20%		373.3%		200.0%
Operating Income*		$	197.1		$	218.2		110.7%		80%		154.4%		$	259.2		$	351.7		136%		80%		566.3%		200.0%

Operating income was adjusted, in accordance with the 2021 Bonus Program, to reflect the impacts ~~for~~of costs related to ~~secondary offerings~~our acquisition and integration of Spartan Surfaces, Inc., the earn-out liability related to our ~~common stock by certain selling stockholders,~~acquisition of Spartan Surfaces, Inc., costs related to the COVID-19 pandemic that the Compensation Committee deemed were not indicative of core operating performance, costs related to the modification of the Company’s debt, costs related to employee taxes for the exercise of stock options, ~~costs~~cost related to relocating a distribution center, and certain tariff refunds received. Operating income was also adjusted for extraordinary and non-recurring costs related to the COVID-19 pandemic that our Compensation Committee deemed were not indicative of core operating performance, including the purchase of personal protective equipment for out store employees and payment of wages to furloughed employees.

The following table shows each of our NEOs’ target annual incentive bonuses as a percentage of each NEO’s full annual base salary, and the actual incentive payout for each of our NEOs for Fiscal ~~2020:~~2021:

Name
Target Annual
Incentive

Target Annual
Incentive %

Annual Incentive
Payout

Actual Payout
Percentage

Thomas V. Taylor $ 990,385 100% $ 1,303,143 131.6%
Trevor S. Lang $ 295,875 65% $ 389,311 131.6%
Lisa G. Laube $ 381,769 70% $ 502,330 131.6%
Brian K. Robbins $ 249,692 60% $ 328,544 131.6%
David V. Christopherson $ 221,539 60% $ 291,499 131.6%

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Name	Target Annual Incentive			Target Annual Incentive %		Annual Incentive Payout			Actual Payout Percentage
Thomas V. Taylor		$	1,000,000		100%		$	2,000,000		200%
Trevor S. Lang		$	311,650		65%		$	623,300		200%
Lisa G. Laube		$	394,423		70%		$	788,846		200%
Brian K. Robbins		$	258,397		60%		$	516,794		200%
David V. Christopherson		$	237,692		60%		$	475,385		200%

Discretionary Cash Bonuses Paid in ~~Respect of~~ Fiscal ~~2020.~~2021. The annual cash incentive bonus program is the primary short-term cash incentive compensation element of our executive compensation program, and we do not regularly grant bonuses based on subjective performance assessments. However, in certain circumstances, the Compensation Committee may approve discretionary bonuses to recognize extraordinary efforts and successes of employees whose contributions to the Company’s results may not otherwise be recognized. InAs described in last year’s proxy statement, in February 2021, the Compensation Committee approved discretionary cash bonuses for Brian Robbins and David Christopherson in the amount of $40,000 each, in consideration of their respective extraordinary contributions and exceptional service provided to the Company in the Supply Chain and Legal functions in connection with the Company’s response to the COVID-19 pandemic during Fiscal 2020.

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Equity Incentive Awards

2017 Stock Incentive Plan

In connection with our 2017 initial public offering (“IPO”), our Board adopted and our stockholders approved the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the “2017 Plan”), pursuant to which we may grant incentive stock options, non-qualified stock options, restricted stock, other stock-based awards and performance-based cash awards to our employees, including the NEOs, which ~~awards~~may be subject to such service-based, performance-based or other such other vesting factors or criteria as determined by the Compensation Committee in its discretion in accordance with the 2017 Plan. Awards under the 2017 Plan are intended to drive and reward performance over an extended period of time to promote creation of long-term value for our stockholders, create strong alignment with the long-term interests of our stockholders, assist in retaining highly qualified executives, and contribute to competitive total rewards.

Fiscal ~~2020~~2021 Equity Awards

We generally grant equity incentive awards to our NEOs every 12 to 18 months, with interim grants for new hires and promotions after the regular grant date. We believe that regular equity-based long-term incentive awards align the interests of our NEOs with our stockholders and focus our NEOs on our long-term growth. In Fiscal ~~2020,~~2021 we granted a mix of stock options ~~service-based vesting restricted share awards, and a special one-time performance-~~ and service-based vesting restricted share ~~awards (the “PRSs”).~~awards. The Compensation Committee believes that awarding a mix of stock options and restricted share awards achieves a balance in linking NEO long-term compensation to Company performance. Options do not provide any value unless our stock price appreciates and focus and reward our NEOs for increasing our stock price. The value of restricted shares increases or decreases in the same way stockholders’ stock value increases or decreases and restricted shares are generally less dilutive to our stockholders than options. ~~The PRSs focus NEOs on the attainment of specific long-term Company performance objectives.~~

In Fiscal ~~2020,~~2021, in connection with our regular cycle of granting equity incentive awards, we granted stock options and service-based vesting restricted share awards to our NEOs under the 2017 Plan. Options and service-based restricted shares vest in four ratable annual installments on each of the first four anniversaries of the grant date, generally subject to the grantee’s continued employment as of each applicable vesting date. The NEOs have all the rights of stockholders with respect to the restricted stock (including the right to receive dividends on the restricted stock and to vote the shares of restricted stock).

Name
Stock Options
Granted (#)

Restricted Shares
Granted (#)

Thomas V. Taylor 56,500 7,150
Trevor S. Lang 16,265 2,059
Lisa G. Laube 17,978 2,275
Brian K. Robbins 10,342 1,309
David V. Christopherson 10,342 1,309

Also, in Fiscal 2020, in connection with our NEOs entering into amended and restated employment agreements (as discussed below under the heading “Employment Agreements”), we granted the PRSs to our NEOs under the 2017 Plan. The PRSs were designed to, in part, incentivize the NEOs to double Adjusted EBIT over a three-year performance period beginning on December 27, 2019 and ending December 29, 2022 (the “Performance Period”), while maintaining at least a 15% return on invested capital (“ROIC”). In addition, the PRSs were designed such that the Company’s total shareholder return would outperform a peer

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~~group as further defined below. The NEOs have all the rights of stockholders with respect to the PRSs (including the right to receive dividends on the restricted stock and to vote the PRSs).~~

~~PRSs vest based on continued employment and, in part, based on achievement of specified performance goals over a designated performance period as follows:~~

✓

A portion of the PRSs vest based on achievement of Adjusted EBIT and Average Adjusted EBIT ROIC (each as defined below) performance goals over the Performance Period (the “Adjusted EBIT/Average Adjusted EBIT ROIC PRSs”)

✓

~~A portion of the PRSs vest based on achievement of relative total shareholder return (“TSR”) against a specified peer group as of the end of the Performance Period (the “rTSR PRSs”)~~

✓

~~A portion of the PRSs vest based on continued employment (the “Service PRSs”), in each case, subject to the NEO’s continued employment through the applicable vesting date~~

~~Adjusted EBIT/Average Adjusted EBIT ROIC PRSs vest based on achieving both a targeted level of Adjusted EBIT as of the end of the Performance Period~~ ~~and~~ a targeted level of Average Adjusted EBIT ROIC for the Performance Period. If one of the goals is not satisfied, then Adjusted EBIT/Average Adjusted EBIT ROIC PRSs will be forfeited. Executives may not earn more than the targeted number of Adjusted EBIT/Average Adjusted EBIT ROIC PRSs for overachievement. The applicable goals are as follows:

	~~Adjusted EBIT~~			~~Equal to or greater than~~ ~~$328,800,000~~*
	~~Average~~ ~~Adjusted EBIT ROIC~~			~~Equal to or greater than~~ ~~15%~~

Represents a compound annual growth rate (CAGR) of 25.8%, or approximately two times the Company’s Adjusted EBIT for Fiscal 2019. For Fiscal 2020, EBIT was adjusted to reflect the impacts for costs related to secondary offerings of our common stock by certain selling stockholders, costs related to the modification of the Company’s debt, costs related to employee taxes for the exercise of stock options, cost related to relocating a distribution center, and certain tariff refunds received. Fiscal 2020 EBIT was also adjusted for extraordinary and non-recurring costs related to the COVID-19 pandemic that our Compensation Committee deemed were not indicative of core operating performance, including the purchase of personal protective equipment for out store employees and payment of wages to furloughed employees.

~~The rTSR PRSs vest based on the Company’s TSR as of the end of the Performance Period exceeding the 50~~th percentile of the rTSR Peer Group, determined without regard to the Company. If the Company’s TSR does not exceed the median TSR of the rTSR Peer Group, then the TSRs will not vest. Executives may not earn above-target payouts in the event of negative absolute TSR. The “rTSR Peer Group” is comprised of the following companies in the specialty retail and household durables industries, with exposure to homebuilding and/or home improvement markets. The Compensation Committee believes that the companies that make up the rTSR Peer Group share investment characteristics that are similar to ours and are subject to similar external market forces and dynamics.

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~~Aaron’s, Inc.~~
~~Ethan Allen Interiors Inc.~~
~~KB Home~~
~~Leggett & Platt, Incorporated~~
~~Lumber Liquidators Holdings, Inc.~~
~~Meritage Homes Corporation~~
RH
~~The Home Depot, Inc.~~
~~TopBuild Corp.~~
~~TRI Pointe Group, Inc.~~
~~Williams-Sonoma, Inc.~~

~~At Home Group Inc.~~
~~Haverty Furniture Companies, Inc.~~
~~La-Z-Boy Incorporated~~
~~Lowe’s Companies, Inc.~~
~~M.D.C. Holdings, Inc.~~
~~Mohawk Industries, Inc.~~
~~Tempur Sealy International, Inc.~~
~~Toll Brothers, Inc.~~
~~Tractor Supply Company~~
~~Sleep Number Corporation~~

In general, the number of PRSs granted to our NEOs in Fiscal 2020 was determined based on the respective NEO’s job responsibilities and expected future contribution to our long-term performance and value creation, and competitive market data. The number of PRSs granted to our NEOs in Fiscal 2020 is shown below.

Vesting Criteria Applicable to PRSs
Name
PRSs Granted
(#)

Adjusted EBIT /
Average Adjusted
EBIT ROIC PRSs
(#)(1)

rTSR PRSs
(#)(2)

Service PRSs
(#)(3)

Thomas V. Taylor 186,445 86,656 56,461 43,328
Trevor S. Lang 55,935 25,997 16,939 12,999
Lisa G. Laube 55,935 25,997 16,939 12,999
Brian K. Robbins 27,969 12,999 8,470 6,500
David V. Christopherson 18,646 8,666 5,647 4,333

~~(1)~~

The restrictions with respect to the restricted stock lapse subject to (i) achievement of specified earnings and return-related targets as of the last day of the Performance Period, and (ii) for all NEOs other than Mr. Taylor, continued employment through the fourth anniversary of the grant date, or, for Mr. Taylor, continued employment through the date that the performance targets are measured.

~~(2)~~

The restrictions with respect to the restricted stock lapse subject to (i) achievement of specified peer group performance targets as of the end of the Performance Period, and (ii) for all NEOs other than Mr. Taylor, continued employment through the fourth anniversary of the grant date, or, for Mr. Taylor, continued employment through the date that the performance targets are measured.

~~(3)~~

The restrictions with respect to the restricted stock lapse subject to continued employment through the date that the performance targets applicable to the performance-based PRSs are measured (Mr. Taylor PRSs) or fourth anniversary of the grant date (all other NEO PRSs).

Name	Stock Options Granted (#)		Restricted Shares Granted (#)
Thomas V. Taylor		19,759		8,623
Trevor S. Lang		5,688		2,483
Lisa G. Laube		6,287		2,744
Brian K. Robbins		3,617		1,579
David V. Christopherson		3,617		1,579

401(k) Plan and other ~~Benefits.~~Benefits

All full-time employees are eligible to participate in our 401(k) plan after six months of service and are eligible to receive matching contributions from us after six months of service. We match employee contributions in cash at a rate of 40% of the first 5% of base compensation that an employee contributes, with graded vesting over a six-year period. In fiscal ~~2020,~~2021, the Company also contributed an additional 5% match based on the strength of the Company’s operating ~~results and management of the COVID-19 pandemic.~~results. Our NEOs are also eligible for our matches, subject to regulatory limits on contributions to 401(k) plans. Messrs. Lang, Robbins and Christopherson and Ms. Laube each participate in the 401(k) plan. In addition to participation in our 401(k) plan, we provide our NEOs with employer paid group term life insurance. In order to maximize productivity and ensure that Mr. Taylor can be immediately available to respond to business priorities, we pay for, or reimburse costs of, certain air travel arising in connection with Mr. Taylor’s regular business-related commuting to our corporate office. These amounts ~~create~~constitute taxable income to Mr. Taylor, and we do not gross-up or in any way compensate Mr. Taylor for income tax owed in respect of such ~~amounts.~~amounts

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Employment Agreements

We are party to employment agreements with Messrs. Taylor, Lang, Robbins and Christopherson and Ms. ~~Laube. In February 2020, concurrently with the promotion of Ms.~~ Laube ~~to President, we entered into~~(as amended and restated ~~employment agreements with each of Mr. Taylor, Ms. Laube, and Messrs. Lang, Robbins and Christopherson~~in February 2020) (the “A&R Agreements”). The A&R Agreements extend the term of each NEO’s existing employment agreement by three years (Mr. Taylor) or four years (Ms. Laube and Messrs. Lang, Robbins and Christopherson), with automatic one-year extensions (unless either party gives prior written notice of non-renewal). Each A&R Agreement

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provides for the payment of base salary and certain other benefits. Each of the NEOs is also eligible to earn an annual bonus equal to a percentage of base salary, based on the achievement of performance criteria.

On March 26, 2020, in light of the COVID-19 pandemic and its impact on the business and operations of the Company, each of the NEOs entered into an amendment to their respective A&R Agreements pursuant to which they agreed to temporarily waive payment of a percentage of their base salaries (other than, with respect to Mr. Taylor, the amount required to pay healthcare premiums) for up to a 90-day period beginning on March 27, 2020. Base salaries were restored to their pre-reduction levels by June of Fiscal 2020. For a more detailed description of such salary waivers, see “Base Salary — Impact of COVID-19”.

The NEOs are also eligible to receive severance benefits in the event of certain terminations of employment. For a more detailed description of such benefits, see “Potential Payments upon Termination or Change in Control.” The other material terms and conditions of the NEOs’ employment agreements generally remain unchanged.

Restrictive Covenants

Each of the NEOs is subject to certain non-compete and non-solicitation restrictions while employed and for one year after termination of employment (or, in the case of Mr. Taylor, for two years after termination of employment). In addition, each NEO is subject to confidentiality and non-disparagement restrictions.

Fiscal 2022 Compensation

As described under the heading “Equity Incentive Awards”, under the 2017 Plan, we may grant incentive stock options, non-qualified stock options, restricted stock, other stock-based awards and performance-based cash awards to our employees, including the NEOs, which may be subject to such service-based, performance-based or other such other vesting factors or criteria as determined by the Compensation Committee in its discretion in accordance with the 2017 Plan.

As part of our regular cycle equity incentive grants, effective February 28, 2022, the Compensation Committee approved or, as applicable, the Compensation Committee recommended to the Board, and the Board approved, a change to our long-term equity incentive compensation program for our NEOs to shift from a mix of stock options and restricted share awards that vest over a four-year period subject to continued service through the applicable vesting date, to (i) restricted stock unit awards (RSUs) that vest over a three-year period subject to continued service through the applicable vesting date, which represent 50% of the long-term equity opportunity of our NEOs, and (ii) performance stock units (PSUs) that vest after a three-year performance period subject to achievement of approved performance metrics and generally subject to continued service through the date the Compensation Committee certifies the extent to which the applicable performance metrics have been met, which represent 50% of the long-term equity opportunity of our NEOs. The Compensation Committee believes that awarding a mix of RSUs and PSUs encourages our NEOs to create and sustain stockholder value over longer periods because their value is directly attributable to changes in the price of our common stock over time, and because their full value cannot be realized until vesting occurs, which generally requires continued employment for multiple years and/or achievement of performance goals. The Compensation Committee further views RSUs and PSUs as a form of long-term incentive that focuses our NEOs on long-term strategy execution and that is generally less dilutive to our stockholders than stock options and that the long-term financial metrics applicable to the PSUs, which incorporate both operating profit and balance sheet performance, ensure that our NEOs are appropriately incentivized to create long-term value for the Company and the Company’s stockholders and to effectively allocate capital toward investments that are intended to provide future growth for the Company’s stockholders.

In determining the size of equity-based grants, the Compensation Committee considers, among other things, the number of shares available under the 2017 Plan, the potential dilutive impact of such grants on our stockholders and the individual’s position with us. The number of RSUs and PSUs granted to our NEOs in Fiscal 2022 is shown below. Additional detail on each grant will be reported in our proxy statement for Fiscal 2022.

Name	RSUs Granted (#)		PSUs Granted (#)*
Thomas V. Taylor		18,851		18,851
Trevor S. Lang		3,661		3,661
Lisa G. Laube		0		0
Brian K. Robbins		2,876		2,876
David V. Christopherson		3,138		3,138

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The number of PSUs shown is based on the target number of PSUs that may become vested, subject to the attainment of the performance goals applicable to the PSUs.

The PSUs vest following the completion of a three-year performance period, with the percentage of the PSUs that become vested (if any) based on Compensation Committee’s certification of the Company’s achievement of specified adjusted cumulative earnings before interest and taxes (“Adjusted EBIT”) goals over the performance period as described in the following table. Payout of the PSUs is further subject to the Company maintaining a minimum average 17% return on invested capital (“ROIC”) for each year of the three year performance period such that if, ROIC in any given fiscal year during the three-year performance period is less than 17%, then the payout percentage will be zero notwithstanding Adjusted EBIT performance, in each case subject to the Compensation Committee’s discretion to make certain customary adjustments to reflect unusual, nonrecurring or extraordinary events or items.

Adjusted EBIT	Percentage of PSUs Vested
Less than $535,400,000		0%
Equal to or greater than $535,400,000 But less than $607,100,000		50%
Equal to or greater than $607,100,000 But less than $686,300,000		100%
Equal to or greater than $686,300,000 But less than $772,500,000		125%
Equal to or greater than $772,500,000		200%

Depending on the level of achievement of the applicable Adjusted EBIT goal, and subject to achievement of the minimum ROIC goal, the percentage of PSUs that may vest at the end of the three-year performance period will range from 0% to 200% of the target PSUs granted. At 100% achievement this represents a compound annual growth rate (CAGR) of 20%, or approximately 73% above the Company’s Adjusted EBIT for Fiscal 2021. At 200% achievement this represents a compound annual growth rate (CAGR) of 30%, or approximately 120% above the Company’s Adjusted EBIT for Fiscal 2021.

“Adjusted EBIT” is a non-GAAP financial measure, and is generally defined as earnings before interest and taxes, adjusted for certain special, unusual or non-recurring items affecting the Company or its financial statements, items related to the disposal of business or discontinued operations (including termination expenses), certain items related to acquisitions and the impact of acquisitions, employer taxes tied to stock-based compensation, asset impairments, one-time personnel-related expenses, material litigation charges or gains, goodwill impairment charges, items related to equity and/or debt related transactions, items related to changes in accounting principles or applicable law or regulations, and certain other adjustments as determined to be appropriate by the Compensation Committee (which may include adjustments taken into account in calculating Adjusted EBIT as reported by the Company in one or more of its earnings releases for the performance period), in each case, as determined by the Compensation Committee to be appropriate taking into account all relevant objective information or financial data, with the Compensation Committee’s determination to be final and conclusive on all parties. “ROIC” is generally defined as, with respect to each fiscal year during the three-year performance period, the Company’s return on invested capital for a fiscal year, determined as the quotient of (i) an amount equal to (A) the Company’s Adjusted EBIT, plus (B) the Company’s expenses and amortization related to the Company’s leased property, minus (C) the product of (I) the Company’s Adjusted EBIT, (II) plus the Company’s expenses and amortization related to the Company’s leased property multiplied by (III) the Company’s effective tax rate (the average tax rate applicable to pre-tax profits that would be applied to the next dollar of income, as determined by the Committee), divided by (ii) an amount equal to (A) the previous five-quarter-average net fixed assets, as reported by the Company in its quarterly and annual financial statements for the five quarters ending with the last quarter of the applicable fiscal year, plus (B) the Company’s then-current net working capital, as reported by the Company in its quarterly and annual financial statements for the five quarters ending with the last quarter of the applicable fiscal year (calculated as (1) total current assets, minus (2) cash and cash equivalents, less (3) total current liabilities, minus (4) current portion of debt), plus (C) the Company’s expenses and amortization related to the Company’s leased property multiplied by 7.5, in each case determined in

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accordance with generally accepted accounting principles, in each case as determined by the Compensation Committee in its sole discretion, with such determination to be final and conclusive on all parties. Our obligations with respect to our leased properties represent a substantial capital commitment by the Company. By including a multiple of the Company’ s expenses and amortization related to the Company’s leased properties as an addition to the denominator of the formula used to calculate ROIC, achieving the three-year average ROIC goal is made more challenging and ensures that our NEOs are appropriately incentivized to create long-term value for the Company and the Company’s stockholders

With respect to all PSUs, vesting generally requires continued employment through the date the Compensation Committee certifies the extent to which the Adjusted EBIT and ROIC performance criteria have been met. However, if one our NEOs is terminated by the Company without Cause (as defined in the applicable NEO’s employment agreement) or, with respect to Mr. Taylor, he terminates his employment for Good Reason (as defined in his employment agreement), during the one-year period following a Change in Control (as defined in the 2017 Plan), the PSUs would become fully vested based on target performance.

Determination of Compensation

Role of the Compensation Committee in Executive Compensation

During Fiscal ~~2020,~~2021, the Compensation Committee (and, with respect to Messrs. Taylor and Lang and Ms. Laube, the ~~Board~~Board), made all decisions regarding the compensation levels of our executive officers.

It is the Compensation Committee’s responsibility to:

•

oversee the design of our executive compensation programs, policies and practices;

•

determine the types and amounts of most compensation for executive officers; and

•

review and approve the adoption, termination and amendment of, and to administer and, as appropriate, make recommendations to the Board regarding, our cash incentive compensation and equity incentive compensation plans.

In addition, as described in these proxy materials, the Compensation Committee has directly engaged Korn Ferry to assist in its review of compensation for our executive officers.

~~Starting with~~In Fiscal ~~2020~~2021, the Compensation Committee made recommendations to the Board regarding, and the Board approved, the individual compensation of Mr. Taylor, Mr. Lang, and Ms. Laube.

Role of Executive Officers in Determining Executive Compensation

As described above, during Fiscal ~~2020,~~2021, the Compensation Committee and the Board made all decisions regarding the compensation of our executive officers, after considering recommendations by Mr. Taylor (other than with respect to his own compensation).

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Our human resources department supported the Compensation Committee’s work, and in some cases acted under delegated authority to administer compensation programs.

Role of the Compensation Consultant

The Compensation Committee has retained Korn Ferry as its consultant to provide advice on executive and director compensation practices. Korn Ferry’s support generally includes analysis related to the competitiveness of our executive and director compensation programs, periodic reviews of our compensation peer group, the presentation of compensation and governance trends to the Compensation Committee, and other mandates as directed by the Compensation Committee.

In Fiscal ~~2020,~~2021, we paid Korn Ferry approximately ~~$140,661,~~$193,000, which consisted of approximately ~~$120,225~~$133,000 for services related to executive and director compensation and approximately ~~$20,436~~$60,000 for services related to store employee compensation.

The Compensation Committee annually reviews the independence of Korn Ferry as its consultant under applicable SEC and NYSE rules on conflict of interest. Following this review, the Compensation

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Committee determined that Korn Ferry’s work for us does not raise any conflicts of interest. The Compensation Committee’s evaluation included consideration of all services provided to us, the amount of fees received as a percentage of Korn Ferry’s annual revenue, its policies and procedures designed to prevent conflicts of interest, any business or personal relationships between Korn Ferry and the members of the Compensation Committee or executive officers and any ownership of our stock by the advisors providing executive and director compensation services to us.

Peer Group Construction

In making executive compensation determinations for Fiscal ~~2020,~~2021, we relied on the significant experience of our directors in establishing compensation across many companies, as well as the input of our Chief Executive Officer (other than with respect to his own compensation), who has many years of experience in our industry. Our Compensation Committee analyzed market data for executive compensation focusing on retail companies with $1.1 billion to $3.9 billion in annual revenue. For Fiscal ~~2020,~~2021, the Compensation Committee also reviewed compensation data from the public filings for the following companies, which our Compensation Committee identified as our peer group for Fiscal ~~2020.~~2021. The following group of companies reflect certain changes from the group reviewed in the prior fiscal year to reflect revenue size, growth rates and other characteristics that the Compensation Committee believes provide a more appropriate comparison.

~~Conn’s,~~Beacon Roofing Supply, Inc.
~~Party City Holdco~~Williams-Sonoma, Inc.
~~La-Z-Boy Incorporated~~
~~Lumber Liquidators Holdings,~~Ulta Beauty, Inc.
~~Sleep Number Corporation~~
RH
~~Carter’s, Inc.~~
~~Grocery Outlet Holding Corp.~~

Lululemon Athletica Inc.
Pool Corporation
Tempur Sealy International, Inc.
RH
Lumber Liquidators Holdings, Inc.

Site One Landscape Supply, Inc.
Deckers Outdoor Corporation
Peloton Interactive, Inc.
Five Below, Inc.
Sleep Number Corporation
Ollie’s Bargain Outlet Holdings, Inc.
At Home Group Inc.
~~Deckers Outdoor Corporation~~
~~Steven Madden, Ltd.~~
~~Aaron’s,~~Trex Company, Inc.
~~Columbia Sportswear Company~~

While the Compensation Committee considered this data from time to time to generally inform decisions relating to NEO compensation, it did not seek to benchmark our NEO compensation to any particular level. The Compensation Committee expects to periodically evaluate competitive market data to include the most suitable peer group as well as other market data deemed relevant. The Compensation Committee will review our NEO compensation against an appropriate peer group on a more formal basis and will also consider other relevant market data to ensure that our NEO compensation is competitive and sufficient to recruit and retain our NEOs.

The Compensation Committee expects to periodically review and update this peer group and to utilize Korn Ferry for peer group analysis in determining and developing compensation packages for our NEOs.

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Say-on-Pay Consideration

At our ~~2020~~2021 annual meeting of stockholders, we held a stockholder advisory vote on the compensation of our NEOs in Fiscal ~~2019~~2020 (“~~2020~~2021 say-on-pay”). Our stockholders overwhelmingly approved the compensation of our NEOs, with approximately ~~99.3%~~98.8% of the votes cast in favor of our ~~2020~~2021 say-on-pay resolution. We believe that the outcome of our ~~2020~~2021 say-on-pay vote signals our stockholders’ support of our compensation programs and philosophy, specifically our efforts to retain and motivate our NEOs and to align pay with performance and the long-term interests of our stockholders.

The Compensation Committee reviewed and considered these voting results, among other factors described in this Compensation Discussion and Analysis, in evaluating our executive compensation programs and philosophy.

Tax and Accounting Considerations

As a general matter, our Board and the Compensation Committee review and consider the various tax and accounting implications of our existing and proposed compensation programs.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 requires us to recognize an expense for the fair value of share-based compensation awards.

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Grants of equity incentive awards under the 2017 Plan are accounted for under FASB ASC Topic 718. The Board and the Compensation Committee consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our long-term incentive program. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our share-based compensation awards with our overall executive compensation philosophy and objectives.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows publicly-listed companies a tax deduction for compensation in excess of $1,000,000 paid to certain current and former executive officers (the “covered employees”). Generally, compensation in excess of $1,000,000 paid to each of the covered current and former executive officers will not be deductible by us. However, the regulations promulgated under Section 162(m) of the Code include certain transition rules and grandfathering rules for certain compensation that is not counted toward the deduction limitations of Section 162(m) of the Code. ~~While~~Following our 2021 Annual Meeting of stockholders, the transition rules allowing us to exempt certain compensation from the deduction limitations of Section 162(m) of the Code following our 2017 IPO are no longer applicable. However, certain compensation paid or payable to the Company’s covered employees may be eligible to be excluded from the deductibility limitation of Section 162(m) of the Code pursuant to ~~applicable transition and/or~~the grandfathering rules ~~and while~~under Section 162(m) of the Code. While the Compensation Committee considers the impact of Section 162(m) of the Code when designing and implementing our compensation programs, the Compensation Committee will continue to develop compensation programs that use a full range of criteria important to our success, recognizing that compensation paid under such programs may not be deductible under Section 162(m) of the Code. In the exercise of our business judgment, we continue to have the flexibility to award compensation that may not be tax-deductible if we determine that is appropriate.

Hedging and Pledging Policy

We have an insider trading policy, which, among other items, expressly prohibits Covered Persons (defined as our and our subsidiaries’ officers, directors and employees) as well as their immediate families and members of their households, from engaging in transactions of a speculative nature involving our common stock, including, but not limited to, buying or selling puts or calls or other derivative securities based on our common stock. In addition, such persons are prohibited from engaging in short sales of our common stock or entering into hedging or monetization transactions or similar arrangements with respect to our common stock (other than with respect to common stock granted under our employee stock purchase plan).

Stock Ownership Guidelines

To further align the long-term interests of our executives and our stockholders, in connection with our IPO, we adopted stock ownership guidelines applicable to our Chief Executive Officer, other executive officers and non-employee directors. The guidelines require our executives and non-executive directors to maintain the following beneficial ownership of shares of our common stock (measured in market value):

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	Group			Required ownership
	Chief Executive Officer			5 times annual base salary
	Executive Vice Presidents / President			3 times annual base salary
	Senior Vice Presidents			2 times annual base salary
	Non-employee directors			5 times annual cash retainer

Our executives and non-employee directors have until May 2022 or, if later, five years from the effective date of their respective election, appointment or promotion, as the case may be, to satisfy these stock ownership guidelines. For the purposes of these stock ownership guidelines, the annual consulting fee received by Mr. West under his consulting agreement with us will be deemed to be his annual cash retainer. For purposes of determining ownership levels, shares of common stock owned outright, unvested shares of restricted stock and shares underlying vested and certain unvested, in-the-money options to purchase common stock are included. Shares of common stock underlying an award subject to performance-vesting for which the performance criteria have not been satisfied are not included. As of the end of Fiscal ~~2020,~~2021, all of our executive officers were in compliance with these guidelines.

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Clawback Policy

In order to encourage sound financial reporting and enhance individual accountability, we maintain a clawback policy for our executive officers providing that if our financial statements are restated, we may seek to recover or cancel any cash-based incentive or performance-based equity compensation paid or payable that was awarded as a result of achieving financial performance goals that are not met under the restated financial results.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the above Compensation Discussion and Analysis. Based on our review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Report.

COMPENSATION COMMITTEE
Norman H. Axelrod (Chairperson)
Kamy Scarlett
Peter Starrett

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COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following table contains information about the compensation paid to or earned by each of our NEOs during Fiscal ~~2018,~~2019, Fiscal ~~2019~~2020 and Fiscal ~~2020.~~2021.

Name and Principal Position	Fiscal Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option awards ($)(3)		Non-equity incentive plan compensation ($)		All other compensation ($)(4)		Total($)		Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option awards ($)(1)		Non-equity incentive plan Compensation ($)		All other Compensation ($)(2)		Total ($)
Thomas V. Taylor – Chief Executive Officer		2020		762,925		—		10,412,500		1,237,500		1,303,143		213,447		13,929,515		2021		1,000,000		—		825,049		824,938		2,000,000		493,674		5,143,661
		2019		950,000		—		—		—		1,164,274		308,569		2,422,843		2020		762,925		—		10,412,500		1,237,500		1,303,143		213,447		13,929,515
		2018		927,885		—		—		1,980,000		716,485		98,938		3,723,308		2019		950,000		—		—		—		1,164,274		308,569		2,422,843
Trevor S. Lang – Executive Vice President and Chief Financial Officer		2020		402,115		—		3,118,750		356,250		389,311		6,763		4,273,189		2021		479,462		—		237,573		237,474		623,300		8,475		1,586,284
		2019		435,000		—		—		—		346,525		6,293		787,818		2020		402,115		—		3,118,750		356,250		389,311		6,763		4,273,189
		2018		432,558		—		—		570,000		217,105		6,187		1,225,850		2019		435,000		—		—		—		346,525		6,293		787,818
Lisa G. Laube – President~~(5)~~(3)		2020		481,346		—		3,131,250		393,750		502,330		8,022		4,516,698		2021		563,462		—		262,546		262,482		788,846		8,122		1,885,458
		2019		505,000		—		—		—		402,287		7,922		915,209		2020		481,346		—		3,131,250		393,750		502,330		8,022		4,516,698
		2018		502,116		—		—		630,000		252,017		7,808		1,391,941		2019		505,000		—		—		—		402,287		7,922		915,209
Brian K. Robbins – Executive Vice President, Business Development Strategy		2020		396,769		40,000		1,575,500		226,500		328,544		8,472		2,575,785		2021		430,662		—		151,079		151,010		516,794		9,136		1,258,681
		2019		400,000		—		—		—		294,132		8,372		702,504		2020		396,769		40,000		1,575,500		226,500		328,544		8,472		2,575,785
		2018		392,368		—		—		362,400		181,785		8,187		944,740		2019		400,000		—		—		—		294,132		8,372		702,504
David V. Christopherson – Executive Vice President, Secretary and General Counsel		2020		351,923		40,000		1,075,500		226,500		291,499		6,231		1,991,653		2021		396,154		—		151,079		151,010		475,385		6,385		1,180,013
		2019		345,000		100,000		1,000,000		—		232,548		6,131		1,683,679		2020		351,923		40,000		1,075,500		226,500		291,499		6,231		1,991,653
		2018		340,454		—		—		692,600		142,203		5,846		1,181,103		2019		345,000		100,000		1,000,000		—		232,548		6,131		1,683,679

(1)

Amounts set forth in the Salary column represent the salary earned in Fiscal 2020, reflecting the reductions to each respective NEO’s base salary for Fiscal 2020 in light of the COVID-19 pandemic, as described under “Base Salary — Impact of COVID 19” in the Compensation Discussion and Analysis.

~~(2)~~

Amounts set forth in the Bonus Column represent discretionary bonuses for Brian Robbins and David Christopherson granted in consideration of their respective extraordinary contributions and exceptional service provided to the Company in the Supply Chain and Legal functions in connection with the Company’s response to the COVID-19 pandemic during Fiscal 2020.

~~(3)~~

Amounts set forth in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of awards granted in Fiscal ~~2020~~2021 computed in accordance with the FASB Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal ~~2020~~2021 contained in our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2020,~~30, 2021, filed with the SEC on February ~~25, 2021.~~24, 2022. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the NEOs.

~~(4)~~(2)

Amounts in this column also include (i) 401(k) employer matching contributions of ~~$5,700~~$5,800, $7,343, $6,206, and $5,800 for ~~each of~~ Ms. Laube and Messrs. Lang, Robbins and ~~Christopherson;~~Christopherson, respectively; (ii) employer-paid group term life insurance premiums of ~~$1,242, $1,063, $2,772, $531~~$2,322, $1,132, $2,930, $585, and $2,322 for Messrs. Taylor, Lang, Robbins and Christopherson and Ms. Laube, respectively; and (iii) employer-incurred costs for Mr. Taylor’s commuting and personal trips in the amount of ~~$212,205.~~$491,352.

~~(5)~~(3)

On August 3, 2021, Ms. Laube ~~was promoted~~informed the Company that she intends to ~~President effective February 28, 2020.~~retire on April 30, 2022.

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2018, 2019, 2020, 2021, and 2022, stock options granted on November 2, 2018 vested or vest ~~over a 4-year period at a rate~~in equal annual installments of ~~25%~~approximately 33,825 on each of November 2, 2019, 2020, 2021, and 2022, ~~and~~ stock options granted on February 24, 2020 vested or vest in equal annual installments of approximately 14,125 on each of February 24, 2021, 2022, 2023, and 2024, and stock options granted on March 1, 2021 vested or vest in equal annual installments of approximately 4,940 on each of March 1, 2022, 2023, 2024, and 2025, in each case subject to his continued employment with us. The restrictions on the time-vested restricted stock granted to Mr. Taylor on February 24, 2020 vested or vest in equal annual installments of approximately 1,787 on each of February 24, 2021, 2022, 2023, and 2024, and restricted stock granted on March 1, 2021 vested or vest in equal annual installments of approximately 2,156 on each March 1, 2022, 2023, 2024, and 2025, in each case subject to his continued employment with us. The restrictions on the PRSs granted to Mr. Taylor on February 24, 2020 lapse based onon: (i) with respect to 86,656 shares subject to the PRSs, achievement of EBIT-based specified earnings and EBIT-based return-related targets as of the last day of the performance period ending on ~~February 24, 2023~~December 29, 2022 and continued employment with us through the date that the performance targets are measured; (ii) with respect to 56,461 shares subject to the PRSs, achievement of specified relative total shareholder return against a specified peer group as of the last day of the performance period ending on ~~February 24, 2023~~December 29, 2022 and continued employment with us through the date that the performance targets are measured; and (iii) with respect to 43,328 shares subject to the PRSs, continued service through the last day of the performance period.

(2)

Stock options granted to Mr. Lang on September 30, 2016 vested ~~or vest~~ in equal annual installments of approximately 16,992 on each of September 30, 2017, 2018, 2019, 2020, and 2021, stock options granted on April 26, 2017 vested or vest over a 5-year period at a rate of 0%/10%/20%/30%/40% on April 26, 2018, 2019, 2020, 2021, and 2022, stock options granted on November 2, 2018 vested or vest ~~over a 4-year period at a rate~~in equal annual installments of ~~25%~~9,738 approximately on each of November 2, 2019, 2020, 2021, and 2022, ~~and~~ stock options granted on February 24, 2020 vested or vest in equal annual installments of approximately 4,066 on each of February 24, 2021, 2022, 2023, and 2024, and stock options granted on March 1, 2021 vested or vest in equal annual installments of approximately 1,422 on each of March 1, 2022, 2023, 2024, and 2025, in each case subject to his continued employment with us. The restrictions on the time-vested restricted stock granted to Mr. Lang on February 24, 2020 vested or vest in equal annual installments of approximately 514 on each of February 24, 2021, 2022, 2023, and 2024, and restricted stock granted on March 1, 2021 vested or vest in equal annual installments of approximately 621 on each March 1, 2022, 2023, 2024 and 2025, in each case subject to his continued employment with us. The restrictions on the PRSs granted to Mr. Lang on February 24, 2020 lapse based on (i) with respect to 25,997 shares subject to the PRSs, achievement of EBIT-based specified earnings and EBIT-based return-related targets as of the last day of the performance period ending on ~~February 24, 2023~~December 29, 2022 and continued employment with us through February 24, 2024; (ii) with respect to 16,939 shares subject to the PRSs, achievement of specified relative total shareholder return against a specified peer group as of the last day of the performance period ending on ~~February 24, 2023~~December 29, 2022 and continued employment with us through February 24, 2024; and (iii) with respect to 12,999 shares subject to the PRSs, continued service through February 24, 2024.

(3)

Stock options granted to Ms. Laube on ~~February 23, 2012 vested or vest in equal annual installments of approximately 148,037 on each of February 3, 2013, 2014, 2015, 2016 and 2017, stock options granted on~~ September 30, 2016 vested ~~or vest~~ in equal annual installments of approximately 18,794 on each of September 30, 2017, 2018, 2019, 2020, and 2021, stock options granted on April 26, 2017 vested or vest over a 5-year period at a rate of 0%/10%/20%/30%/40% on April 26, 2018, 2019, 2020, 2021, and 2022, stock options granted on November 2, 2018 vested or vest ~~over a 4-year period at a rate~~in equal annual installments of ~~25%~~approximately 10,763 on each of November 2, 2019, 2020, 2021, and 2022, ~~and~~ stock options granted on February 24, 2020 vested or vest in equal annual installments of approximately 4,495 on each of February 24, ~~2021,~~ 2022, 2023, and 2024, and stock options granted on March 1, 2021 vested or vest in equal annual installments of approximately 1,572 on each of March 1, 2022, 2023, 2024, and 2025, in each case subject to her continued employment with us. The restrictions on the time-vested restricted stock granted to Ms. Laube on February 24, 2020 vested or vest in equal annual installments of approximately 568 on each of February 24, 2021, 2022, 2023, and 2024, and restricted stock granted on March 1, 2021 vested or vest in equal annual installments of approximately 686 on each March 1, 2022, 2023, 2024 and 2025, in each case subject to her continued employment with us. The restrictions on the PRSs granted to Ms. Laube on February 24, 2020 lapse based on (i) with respect to 25,997 shares subject to the PRSs, achievement of EBIT-based specified earnings and EBIT-based return-related targets as of the last day of the performance period ending on ~~February 24, 2023~~December 29, 2022 and continued

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employment with us through February 24, 2024; (ii) with respect to 16,939 shares subject to the PRSs, achievement of specified relative total shareholder return against a specified peer group as of the last day of the performance period ending on ~~February 24, 2023~~December 29, 2022 and continued employment with us through February 24, 2024; and (iii) with respect to 12,999 shares subject to the PRSs, continued service through February 24, 2024.

(4)

Stock options granted to Mr. Robbins ~~on September 30, 2016 vested or vest in equal annual installments of approximately 10,813 on each of September 30, 2017, 2018, 2019, 2020, and 2021, stock options granted~~ on April 26, 2017 vested or vest in equal annual installments of approximately 8,140 on each of

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Option Exercises During Fiscal ~~2020~~2021

The following table provides information regarding option exercises by the NEOs during Fiscal ~~2020:~~2021:

	Option Awards				Option Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)
Thomas V. Taylor		504,871		30,573,544		400,000		41,808,082
Trevor S. Lang		401,391		20,114,539		29,500		2,963,889
Lisa G. Laube		221,000		12,141,050		125,126		12,992,747
Brian K. Robbins		42,148		2,185,992		27,729		2,708,518
David V. Christopherson		54,310		2,610,063		25,789		2,371,869

(1)

The value realized is computed as the difference between the fair market value of the underlying shares on the date of exercise and the exercise price times the number of options exercised.

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with respect to the most recently completed fiscal year if the bonus is unpaid on the date of termination, and (iv) a pro-rated portion of the annual incentive bonus that Mr. Taylor would have earned if he had remained employed, payable at the time bonuses are paid to employees generally. Additionally, Mr. Taylor’s vested options will be exercisable for 12 months after his termination due to death or disability.

In the event that Mr. Taylor’s employment is terminated by us without Cause or by Mr. Taylor for Good Reason within one year following a Change in Control (as defined in his A&R Agreement), Mr. Taylor will be entitled to receive (i) the Accrued Benefits, and (ii) subject to Mr. Taylor executing a valid release of claims, severance pay equal to (v) two times Mr. Taylor’s annual base salary; (w) any unpaid annual incentive bonus with respect to the most recently completed fiscal year if the bonus is unpaid on the date of termination; (x) a pro-rated portion of the average annual incentive bonus that Mr. Taylor earned over the two completed fiscal years prior to his date of termination; (y) an amount equal to our portion of Mr. Taylor’s health care premiums for 24 months following his date of termination and (z) an amount equal to two times Mr. Taylor’s target annual incentive bonus. In addition, with respect to the IPO Options, (a) upon a Change in Control (as defined in the 2017 Plan), or in the event that Mr. Taylor's employment is terminated by us without Cause prior to a Change in Control, in determining which options are vested on the date of the Change in Control or termination (as applicable), the IPO Options will ~~be treated as vesting~~vest at a rate of

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a misdemeanor where imprisonment may be imposed (other than a traffic-related offense); (ii) any act of material misconduct or gross negligence in the performance of her duties or any act of moral turpitude; (iii) any act of theft, fraud or material dishonesty; (iv) her willful failure to perform any reasonable duties assigned by the Chief Executive Officer, or her refusal to follow the directives of the Chief Executive Officer that is not cured within 30 days; (v) any material breach of an agreement with us that is not cured within ten days; or (vi) her unlawful appropriation of a material corporate opportunity.

Ms. Laube generally may terminate her employment for “Good Reason” in connection with any of the following without her consent: (i) a material diminution of her authority, duties or responsibilities; (ii) a material diminution of her base salary; (iii) a relocation of her office to a location that is more than 50 miles from the Atlanta, Georgia metropolitan area; or (iv) any material breach of Ms. Laube’s A&R Agreement by us, in each case that is not cured within 60 days.

With respect to Ms. Laube’s IPO Options, (a) upon a Change in Control (as defined in the 2017 Plan), orthe IPO Options will vest at a rate of 20% on each anniversary of the date of grant and (b) in the event that Ms. ~~Laube's~~Laube’s employment is terminated by us without Cause ~~at any time,~~prior to a Change in Control, in determining which options are vested on the date of termination, the IPO Options will be treated as vesting at a rate of 20% on each anniversary of the grant date.

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Chief Executive Officer that is not cured within 30 days; (v) any material breach of an agreement with us that is not cured within ten days; or (vi) his unlawful appropriation of a material corporate opportunity.

Mr. Christopherson generally may terminate his employment for “Good Reason” in connection with any of the following without his consent: (i) a material diminution of his authority, duties or responsibilities; (ii) a material diminution of his base salary; (iii) a relocation of his office to a location that is more than 50 miles from the Atlanta, Georgia metropolitan area; or (iv) any material breach of Mr. Christopherson’s A&R Agreement by us, in each case that is not cured within 60 days.

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(5)

Represents an amount equal to his or her base salary in effect at the end of Fiscal ~~2020.~~2021.

(6)

Represents the value of accelerated vesting of options granted to Ms. Laube and Messrs. Taylor and Lang on April 26, 2017 in connection with our IPO, using our closing stock price of $92.85 on December 31, 2020.

CEO Pay Ratio Disclosure

As required by Item 402(u) of Regulation S-K, which was mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are

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Compensation of our Directors for Fiscal ~~2020~~2021

Director Compensation(1)(2)~~(3)~~

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)			All Other Compensation ($)			Totals ($)			Fees Earned or Paid in Cash ($)			Stock Awards ($)			All Other Compensation ($)			Totals ($)
Norman Axelrod (Chairman)		$	132,500		$	100,052		$	—		$	232,552		$	190,000		$	100,081		$	—		$	290,081
Peter Starrett		$	59,375		$	100,052		$	—		$	159,427		$	92,500		$	100,081		$	—		$	192,581
Vincent West~~(4)~~(3)		$	—		$	—		$	75,000		$	75,000		$	—		$	—		$	100,000		$	100,000
John Roth(5)		$	—		$	—		$	—		$	—
Brad Brutocao(6)		$	—		$	—		$	—		$	—
David Kaplan		$	—		$	—		$	—		$	—
Rachel Lee(7)		$	—		$	—		$	—		$	—
Michael Fung(8)		$	71,250		$	100,052		$	—		$	171,302
Charles Young														$	82,500		$	100,081		$	—		$	182,581
Kamy Scarlett														$	85,000		$	100,081		$	—		$	185,081
Felicia D. Thornton														$	6,250		$	190,020		$	—		$	196,270
Richard L. Sullivan		$	59,375		$	100,052		$	—		$	159,427		$	85,000		$	100,081		$	—		$	185,081
Felicia D. Thornton		$	63,750		$	100,052		$	—		$	163,802
Ryan Marshall														$	—		$	185,045		$	—		$	185,045
Dwight James														$	—		$	45,755		$	—		$	45,755
William Giles														$	—		$	150,009		$	—		$	150,009

(1)

For information regarding the compensation of Mr. Taylor, see “Compensation of our Named Executive Officers — Summary Compensation Table for Fiscal ~~2020.~~2021.”

(2)

As of December ~~31, 2020,~~30, 2021, no directors held exercisable options.

(3)

~~Due to the uncertainty regarding the COVID-19 pandemic, all payments to directors were suspended in the second quarter of 2020, and the foregoing amounts reflect such reduction.~~

~~(4)~~

George Vincent West is party to a consulting agreement with us, pursuant to which he receives annual consulting fees of $100,000. ~~$25,000 of this amount was suspended during the COVID-19 pandemic in the second quarter of 2020.~~ Either party may terminate the consulting agreement at any time upon 30 days written notice. Mr. West is subject to certain non-compete and non-solicitation restrictions while a consultant and for two years after the termination of his consultancy. In addition, Mr. West is subject to confidentiality and non-disparagement restrictions.

~~(5)~~

~~Mr. Roth resigned as a director effective January 1, 2021.~~

~~(6)~~

~~Mr. Brutocao resigned as a director effective January 1, 2021.~~

~~(7)~~

~~Ms. Lee resigned as a director effective January 1, 2021.~~

~~(8)~~

~~Mr. Fung passed away on February 10, 2021.~~

~~(9)~~

The table below discloses the aggregate number of outstanding option and stock awards held by each Non-Employee Director as of December ~~31, 2020.~~

30, 2021.

Name

~~Option Awards~~
~~Outstanding~~

Restricted Stock
Awards Outstanding

Axelrod, Norman

—1,046

Giles, William

~~2,508~~1,349

~~Fung, Michael~~Dwight, James

—339

Marshall, Ryan

1,934

~~2,508~~

Scarlett, Kamy

1,046

Starrett, Peter

—

~~2,508~~1,046

Sullivan, Richard

—

~~2,508~~1,046

Thornton, Felicia

—1,986

Young, Charles

~~2,508~~1,046

For Fiscal ~~2020, directors who were employees of Ares or Freeman Spogli or their respective affiliates or who were executives of the Company~~2021, Messrs. Taylor and West did not receive compensation for their services as directors. All other Directors ~~who were not executives or consultants of the Company or employees of Ares or Freeman Spogli or their respective affiliates~~ (collectively, “Non-Employee Directors”) each earned director fees in Fiscal ~~2020~~2021 as provided in the above table and as described ~~below.~~below:

For Fiscal ~~2020,~~2021, our Non-Employee Directors were paid the following ~~fees, which were then subjected to a 25% reduction due to the nonpayment of fees in the second quarter of 2020 due to the COVID-19 pandemic:~~fees:

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•

an additional annual cash retainer of $15,000 to the chair of our Nominating and Governance ~~Committee~~Committee;

•

an additional annual cash retainer of $10,000 to a non-chair member of our Audit Committee;

•

an additional annual cash retainer of $10,000 to a non-chair member of our Compensation Committee; and

•

an additional annual cash retainer of $7,500 to the non-chair of our Nominating and Governance Committee.

In addition, in Fiscal ~~2020,~~2021, our Board approved a grant of ~~1,734~~1,046 restricted shares to each of our Non-Employee Directors, which will vest in full on the first anniversary of grant date, subject to the applicable Non-Employee Director’s continued service through the vesting date.

~~As part of the Company’s response to the COVID-19 pandemic, none of the Non-Employee Directors received a retainer with respect to the second quarter of Fiscal 2020.~~

Directors who are not Non-Employee Directors will not receive any compensation for their services as directors.

We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with their attendance in-person at board and committee meetings.

We maintain a Director Deferred Compensation Program. Under the Director Deferred Compensation Program, ~~starting with fees in respect of Fiscal 2020,~~ Non-Employee Directors may elect in advance to defer all or part of their annual cash and equity retainer fees received in connection with their service on the board. Elections to defer annual retainer fees must be made prior to the end of the calendar year immediately preceding the calendar year in which such annual retainer fees would otherwise be paid.

Beginning with cash fees received in Fiscal 2021, a Non-Employee Director may elect, prior to the end of the calendar year immediately preceding the calendar year in which such cash fees would otherwise be paid, to receive all or any portion of the cash retainer and meeting fees in the form of restricted shares (or, commencing with cash fees received in Fiscal 2022, restricted share units), which will vest in full upon the first anniversary of the grant date, subject to the applicable Non-Employee Director’s continued service through the vesting date.

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ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL 2)3)

In accordance with Section 14A of the Exchange Act, which was added by The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) and the related SEC rules promulgated thereunder, we are providing our stockholders the opportunity to cast a non-binding advisory vote to approve the compensation of the named executive officers for the fiscal year ended December ~~31, 2020.~~30, 2021. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. The Board recommended, and the stockholders approved at our 2018 annual meeting of stockholders, that such advisory vote would be conducted once every year.

As described in the “Compensation Discussion and Analysis” section of these proxy materials, the primary objectives of our executive compensation program are to (i) attract and retain an exceptional executive team needed to outperform our peers and execute our strategy;, (ii) drive our short- and long-term growth objectives, (iii) align the interests of our executive team with that of our shareholders and (iv) promote a performance orientation within the organization. The foregoing objectives are applicable to the compensation of our named executive officers. We urge our stockholders to review the Compensation Discussion and Analysis above and the compensation tables and narrative discussion included in that section for more information.

We believe that our executive compensation program achieves these objectives by balancing multiple compensation elements, while keeping an appropriate portion of compensation “at risk,” which has enabled us to successfully motivate and reward the named executive officers. We believe such program is appropriate in light of our overall compensation philosophy and objectives and has played an essential role in our continued growth and financial success by aligning the long-term interests of the named executive officers with the long-term interests of our stockholders.

For these reasons, the Board recommends a vote in favor of the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers for the fiscal year ended December ~~31, 2020,~~30, 2021, 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 an advisory vote, this proposal is not binding upon us. Notwithstanding the advisory nature of this vote, the Compensation Committee values the opinions expressed by stockholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for our named executive officers. Furthermore, stockholders are welcome to bring any specific concerns regarding executive compensation to the attention of the Board at any time throughout the year. Please refer to “Other Board Information — Stockholder and Interested Party Communications” above for information about communicating with the Board.

The affirmative vote of the holders of a majority of the votes cast by our stockholders in person or represented by proxy and entitled to vote is required to approve this Proposal 3.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS FOR THE FISCAL YEAR ENDED DECEMBER ~~31, 2020,~~30, 2021, AS DISCLOSED IN THESE PROXY MATERIALS.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information, as of the end of Fiscal ~~2020,~~2021, with respect to the FDO Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”), the Floor & Decor Holdings, Inc. 2017 Stock Incentive Plan (the “2017 Plan”), and the Floor & Decor Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), under which securities are authorized for issuance.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of March ~~3, 2021,~~17, 2022, by:

•

each of our directors and NEOs;

•

all of our directors, executive officers and certain other officers as a group; and

•

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Class A common stock.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within 60 days of March ~~8, 2021.~~17, 2022. Shares issuable pursuant to options are deemed outstanding for computing the percentage of the person holding such options, but are not outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Class A common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Floor and Decor Holdings, Inc., 2500 Windy Ridge Parkway, SE, Atlanta, GA 30339.

Name of Beneficial Owner

Total
Shares
Beneficially
Owned(1)

Total
Percentage
Beneficially
Owned(1)

Named Executive Officers and Directors:

Thomas V. Taylor

~~979,800~~821,225(2)

Trevor S. Lang

~~245,866~~269,836(3)

Lisa G. Laube

~~301,612~~265,991(4)

Brian K. Robbins

~~40,206~~42,136(5)

David V. Christopherson

~~53,749~~57,810(6)

Steven A. Denny

~~7,624~~9,162(7)

Ersan Sayman

124,121(8)

Norman H. Axelrod

~~643,131~~528,087~~(8)~~(9)

George Vincent West

~~915,658~~586,568~~(9)~~(10)

~~David B. Kaplan~~

—

Peter M. Starrett

~~168,174~~130,174~~(10)~~(11)

Richard L. Sullivan

7,908~~(11)~~(12)

Felicia D. Thornton

~~11,448~~12,248~~(12)~~(13)

Kamy Scarlett~~(13)~~

1,046(14)

Ryan R. Marshall~~(15)~~

2,434(15)

Charles D. Young

1,046(16)

~~Charles D. Young~~William T. Giles(17)

~~1,046~~3,349(18)

Dwight L. James(19)

339(20)

All directors and executive officers as a group ~~(15~~(17 persons)

~~3.2~~2.7%

5% Stockholders:

Capital World Investors~~(19)~~(21)

~~11,351,906~~11,535,279~~(20)~~(22)

10.9%

The Vanguard Group, Inc.~~(21)~~(23)

~~8,708,676~~9,085,881~~(22)~~(24)

~~8.3~~8.6%

FMR LLC~~(23)~~(25)

~~7,293,331~~6,944,635~~(24)~~(26)

~~7.0~~6.6%

BlackRock, Inc.~~(25)~~(27)

~~6,243,104~~6,524,980~~(26)~~(28)

~~6.0~~6.2%

Sands Capital Management, LLC~~(27)~~(29)

~~6,007,089~~4,133,258~~(28)~~(30)

~~5.7~~3.9%

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Represents ownership of less than 1%.

(1)

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities.

(2)

Consists of (i) ~~50,907~~48,907 shares of Class A common stock directly held by The Taylor Grantor Retained Annuity Trust, of which Mr. Taylor is the trustee, (ii) ~~2,895~~1,930 shares of Class A common stock transferred by Mr. Taylor to his children, over which Mr. Taylor has sole voting power, (iii) ~~44,305~~46,221 shares of Class A common stock directly held by Mr. Taylor, (iv) ~~681,262~~527,680 shares of Class A common stock that are currently exercisable or that will become exercisable within 60 days of March ~~8, 2021,~~17, 2022, (v) ~~5,363~~3,575 shares of restricted stock that vest ratably through February 24, 2024, (vi) 186,445 shares of restricted stock that vest upon achievement of certain performance criteria, and (vi) ~~8,623~~6,467 shares of restricted stock that vest ratably through March 1, 2025.

(3)

Consists of (i) ~~109,811~~113,842 shares of Class A common stock directly held by Mr. Lang, (ii) ~~2,574~~1,284 shares of Class A common stock transferred by Mr. Lang to his children, over which Mr. Lang has sole voting power, (iii) ~~73,518~~95,883 shares of Class A common stock that are currently exercisable or that will become exercisable within 60 days of March ~~8, 2021,~~17, 2022, (iv) ~~1,545~~1,030 shares of restricted stock that vest ratably through February 24, 2024, (v) 55,935 shares of restricted stock that vest upon achievement of certain performance criteria, and (vi) ~~2,483~~1,862 shares of restricted stock that vest ratably through March 1, 2025.

(4)

Consists of (i) ~~66,453~~67,286 shares of Class A common stock directly held by Ms. Laube, (ii) ~~174,773~~139,574 shares of Class A common stock that are currently exercisable or that will become exercisable within 60 days of March ~~8, 2021,~~17, 2022, (iii) ~~1,707~~1,138 shares of restricted stock that vest ratably through February 24, 2024, (iv) 55,935 shares of restricted stock that vest upon achievement of certain performance criteria, and (v) ~~2,744~~2,058 shares of restricted stock that vest ratably through March 1, 2025.

(5)

Consists of (i) ~~1,536~~697 shares of Class A common stock directly held by Mr. Robbins, (ii) ~~8,140~~11,631 shares of Class A common stock that are currently exercisable or that will become exercisable within 60 days of March ~~8, 2021,~~17, 2022, (iii) ~~982~~655 shares of restricted stock that vest ratably through February 24, 2024, (iv) 27,969 shares of restricted stock that vest upon achievement of certain performance criteria, and (v) ~~1,579~~1,184 shares of restricted stock that vest ratably through March 1, 2025.

(6)

Consists of (i) ~~2,406~~466 shares of Class A common stock directly held by Mr. Christopherson, (ii) 24,207 shares of restricted stock ~~25% of which~~that vest ~~on May 16, 2022 and 75% of which vest on~~ratably through May 16, 2023, (iii) ~~5,929~~12,652 shares of Class A common stock that are currently exercisable or that will become exercisable within 60 days of March ~~8, 2021,~~17, 2022, (iv) ~~982~~655 shares of restricted stock that vest ratably through February 24, 2024, (v) 18,646 shares of restricted stock that vest upon achievement of certain performance criteria, and (vi) ~~1,579~~1,184 shares of restricted stock that vest ratably through March 1, 2025.

(7)

Consists of (i) ~~297~~1,620 shares of Class A common stock directly held by Mr. Denny, (ii) ~~5,184~~5,935 shares of Class A common stock that are currently exercisable or that will become exercisable within 60 days of March ~~8, 2021,~~17, 2022, (iii) ~~836~~627 shares of restricted stock that vest ratably through November 2, 2024, and (vi) ~~1,307~~980 shares of restricted stock that vest ratably through March 1, 2025.

(8)

Consists of (i) ~~58,270~~32,032 shares of Class A common stock directly held by Mr. Sayman, and (ii) 92,089 shares of Class A common stock that are currently exercisable or that will become exercisable within 60 days of March 17, 2022.

(9)

Consists of (i) 1,046 shares of Class A common stock directly held by Mr. Axelrod, (ii) ~~322,080~~266,080 shares of Class A common stock directly held by Alison K. Axelrod 2012 Family Trust, of which Mr. Axelrod is the trustee, and (iii) 260,961 shares of Class A common stock directly held by AS SKIP LLC, of which Mr. Axelrod is the managing ~~member, (iv) 774 shares of restricted stock that vest ratably through April 26, 2021, and (v) 1,046 shares of restricted stock that vest on March 1, 2022.~~member.

~~(9)~~50

TABLE OF CONTENTS

(10)

Consists of (i) ~~411,377~~222,287 shares of Class A common stock directly held by American West Investment Corporation, of which Mr. West is the president, and (ii) ~~504,281~~364,281 shares of Class A common stock directly held by West Family Partners, LLLP, of which Mr. West is the general partner.

~~(10)~~(11)

Consists of (i) ~~6,088~~7,908 shares of Class A common stock directly held by Mr. Starrett, and (ii) ~~160,266~~122,266 shares

TABLE OF CONTENTS

Householding Of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries to satisfy delivery requirements for notices of Internet availability of proxy materials and, if applicable, proxy statements and annual reports to stockholders, with respect to two or more stockholders sharing the same address by delivering a single copy of the material addressed to those stockholders. This process, commonly referred to as “householding,” is designed to reduce duplicate printing and postage costs. We and some brokers may household notices of Internet availability of proxy materials and, if applicable, annual reports to stockholders and proxy materials, by delivering a single copy of the material to multiple stockholders sharing the same address unless contrary instructions have been received from the affected stockholders.

If a stockholder wishes in the future to receive a separate notice of Internet availability of proxy materials or, if applicable, the annual report to stockholders and proxy statement, or if a stockholder received multiple copies of some or all of these materials and would prefer to receive a single copy in the future, the stockholder should submit a request by telephone or in writing to the stockholder’s broker if the shares are held in a brokerage account or, if the shares are registered in the name of the stockholder, to our transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219. We promptly will send additional copies of the relevant material following receipt of a request for additional copies.

OTHER BUSINESS

We are not aware of any matters, other than as indicated above, that will be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the persons named in the enclosed form of proxy intend to vote such proxy in their discretion on such matters.

~~2022~~2023 ANNUAL MEETING

Stockholder proposals submitted pursuant to Rule 14a-8 of the Exchange Act for the Company’s ~~2022~~2023 Annual Meeting of Stockholders (the ~~“2022~~“2023 Annual Meeting”) must be received by us no later than November 22, ~~2021~~2022 to be presented at the ~~2021~~2023 Annual Meeting or to be eligible for inclusion in the proxy materials related thereto under the SEC’s proxy rules. Such proposals can be sent to us at Floor & Decor Holdings, Inc., 2500 Windy Ridge Parkway, SE, Atlanta, GA 30339, Attention: David V. Christopherson, Secretary.

In addition, pursuant to Sections 1.10 and 1.11 of the Bylaws, (a) director nominations from our stockholders and (b) any stockholder proposal other than those submitted pursuant to Rule 14a-8 of the Exchange Act must be timely to be properly brought before the ~~2021~~2023 Annual Meeting. To be timely, such director nominations or stockholder proposals must be received by our Secretary at our principal executive offices at 2500 Windy Ridge Parkway, SE, Atlanta, GA 30339 between the opening of business on January ~~12, 2022~~11, 2023 and the close of business on February ~~11, 2022.~~10, 2023. Such director nominations or stockholder proposals must also be in compliance with the additional requirements set forth in the Bylaws. However, if the date of the ~~2022~~2023 Annual Meeting is more than 30 days before or more than 60 days after May ~~12, 2022,~~11, 2023, to be timely, such director nominations or stockholder proposals must be received no earlier than the 120th day prior to the date of the ~~2022~~2023 Annual Meeting and not later than (i) the close of business on the 90th day prior to the date of the ~~2022~~2023 Annual Meeting or (ii) the tenth day following the day on which the public announcement of the date of the ~~2022~~2023 Annual Meeting is first made.

To comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 12, 2023.

5852

Plan Category(1)	Number of securities to be issued upon exercise of outstanding options(2)		Weighted-average exercise price of outstanding options(3)			Number of securities remaining available for future issuance under the equity compensation plans(4)		Number of securities to be issued upon exercise of outstanding options(2)		Weighted-average exercise price of outstanding options(3)			Number of securities remaining available for future issuance under the equity compensation plans(4)
Equity compensation plans approved by security holders		3,740,604		$	20.72		3,460,087		2,503,654		$	26.81		3,219,117
Equity compensation plans not approved by security holders		—			—		—		—			—		—

	Proxy Summary					1
	Proposal 1: Election of ~~Four Class I~~Three Directors					87
	Other Board Information					12
	Certain Relationships and Related Transactions					1918
	Proposal 2: Ratification of Appointment of Independent Auditors					2019
	Audit Committee Report					2120
	Executive Officers					2221
	Compensation Discussion and Analysis					2423
	Compensation Committee Report					3534
	Compensation of Our Named Executive Officers					3635
	Summary Compensation Table					35
	Grants of Plan-Based Awards Table for Fiscal ~~2020~~2021					36
	Outstanding Equity Awards at Fiscal Year-End 2021					37
	~~Outstanding Equity Awards at~~Option Exercises During Fiscal ~~Year-End 2020~~Year 2021					39
	~~Option Exercises During Fiscal Year 2020~~					4140
	Potential Payments upon Termination or Change in Control					4240
	CEO Pay Ratio Disclosure					44
	Compensation of Our Directors for Fiscal ~~2020~~2021					4745
	Director Compensation					4745
	Proposal 3: Advisory Vote on Executive Compensation					4947
	Security Ownership of Certain Beneficial Owners and Management					5149
	~~Proposal 4: Approval of Amendments to the Company’s Charter to Declassify the Board of~~ ~~Directors~~					54
	~~Proposal 5: Approval of Amendments to the Company’s Charter to Eliminate Supermajority Voting Requirements and Other Obsolete Provisions~~					56
	~~2022~~2023 Annual Meeting					5852

Name	Fiscal 2019 Base Salary			Fiscal 2020 Base Salary
Thomas V. Taylor		$	950,000		$	1,000,000
Trevor S. Lang		$	435,000		$	460,000
Lisa G. Laube		$	505,000		$	555,000
Brian K. Robbins		$	400,000		$	420,000
David V. Christopherson		$	345,000		$	375,000

Name	Percentage of Base Salary Waived		Amount of Fiscal 2020 Base Salary Waived
Thomas V. Taylor		100%		$	277,459
Trevor S. Lang		50%		$	53,077
Lisa G. Laube		50%		$	64,038
Brian K. Robbins		30%		$	19,385
David V. Christopherson		30%		$	17,308

			Vesting Criteria Applicable to PRSs
Name	PRSs Granted (#)		Adjusted EBIT / Average Adjusted EBIT ROIC PRSs (#)(1)		rTSR PRSs (#)(2)		Service PRSs (#)(3)
Thomas V. Taylor		186,445		86,656		56,461		43,328
Trevor S. Lang		55,935		25,997		16,939		12,999
Lisa G. Laube		55,935		25,997		16,939		12,999
Brian K. Robbins		27,969		12,999		8,470		6,500
David V. Christopherson		18,646		8,666		5,647		4,333

Name	Type of Award	Grant Date or Performance Period		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Restricted Stock Awards and Option Awards ($)(5)					Type of Award	Grant Date or Performance Period				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 or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Restricted Stock Awards and Option Awards ($)(3)
Name	Type of Award	Grant Date or Performance Period		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)							Type of Award	Grant Date or Performance Period				Threshold ($)				Target ($)				Maximum ($)												Exercise or Base Price of Option Awards ($/Sh)
Thomas V. Taylor	Annual Cash Incentive Bonus		2/24/2020		—		990,385		1,980,769		—		—		—		—		—		—			—			Annual Cash Incentive Bonus			3/1/2021				—				1,000,000				2,000,000				—				—				—				—
	PRS		2/24/2020		—		—		—		—		143,117		143,117		43,328(3)		—		—			10,000,000
	Restricted Stock		2/24/2020		—		—		—		—		—		—		7,150(4)		—		—			412,500
	Stock Options		2/24/2020		—		—		—		—		—		—		—		56,500		57.70			1,237,500
Thomas V. Taylor																							Restricted Stock			3/1/2021				—				—				—				8,623(2)				—				—				825,049
																							Stock Options			3/1/2021				—				—				—				—				19,759				95.68				824,938
	Annual Cash Incentive Bonus		2/24/2020		—		295,875		591,750		—		—		—		—		—		—			—		Annual Cash Incentive Bonus			3/1/2021				—				311,650				623,300				—				—				—				—
	PRS		2/24/2020		—		—		—		—		42,936		42,936		12,999(3)		—		—			3,000,000
	Restricted Stock		2/24/2020		—		—		—		—		—		—		2,059(4)		—		—			118,750
	Stock Options		2/24/2020		—		—		—		—		—		—		—		16,265		57.70			356,250
Trevor S. Lang																								Restricted Stock			3/1/2021				—				—				—				2,483(2)				—				—				237,573
																							Stock Options			3/1/2021				—				—				—				—				5,688				95.68				237,474
	Annual Cash Incentive Bonus		2/24/2020		—		381,769		763,539		—		—		—		—		—		—				—		Annual Cash Incentive Bonus			3/1/2021				—				394,423				788,846				—				—				—				—
	PRS		2/24/2020		—		—		—		—		42,936		42,936		12,999(3)		—		—			3,000,000
	Restricted Stock		2/24/2020		—		—		—		—		—				2,275(4)		—		—			131,250
	Stock Options		2/24/2020		—		—		—		—		—		—		—		17,978		57.70			393,750
Lisa G. Laube																							Restricted Stock			3/1/2021				—				—				—				2,744(2)				—				—				262,546
																							Stock Options			3/1/2021				—				—				—				—				6,287				95.68				262,482
	Annual Cash Incentive Bonus		2/24/2020		—		249,692		499,385		—		—		—		—		—		—			—		Annual Cash Incentive Bonus			3/1/2021				—				258,397				516,794				—				—				—				—
	PRS		2/24/2020		—		—		—		—		21,469		21,469		6,500(3)		—		—			1,500,000
	Restricted Stock		2/24/2020		—		—		—		—		—		—		1,309(4)		—		—			75,500
	Stock Options		2/24/2020		—		—		—		—		—		—		—		10,342		57.70			226,500
Brian K. Robbins																								Restricted Stock			3/1/2021				—				—				—				1,579(2)				—				—				151,079
																							Stock Options			3/1/2021				—				—				—				—				3,617				95.68				151,010
	Annual Cash Incentive Bonus		2/24/2020		—		221,539		443,077		—		—		—		—		—		—				—		Annual Cash Incentive Bonus			3/1/2021				—				237,692				475,385				—				—				—				—
	PRS		2/24/2020		—		—		—		—		14,313		14,313		4,333(3)		—		—			1,000,000
	Restricted Stock		2/24/2020		—		—		—		—		—		—		1,309(4)		—		—			75,500
	Stock Options		2/24/2020		—		—		—		—		—		—		—		10,342		57.70			226,500
David V. Christopherson																							Restricted Stock			3/1/2021				—				—				—				1,579(2)				—				—				151,079
																							Stock Options			3/1/2021				—				—				—				—				3,617				95.68				151,010

	Option Awards										Stock Awards								Option Awards											Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($/Sh)		Option Expiration Date		Number of shares or units of stock that have not yet vested (#)		Market value of shares or units of stock that have not yet vested ($)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units Or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($)		Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price			Option Expiration Date		Number of shares or units of stock that have not yet vested		Market value of shares or units of stock that have not yet vested			Equity Incentive Plan Awards: Number Of Unearned Shares, Units Or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($)
Thomas V. Taylor (1)		12/13/2012		300,000		—		4.85		12/13/2022		—		—		—		—		9/30/2016		168,397				$	9.99		9/30/2026		—			—		—			—
		9/30/2016		214,717		53,680		9.99		9/30/2026		—		—		—		—		4/26/2017		134,770		89,848		$	21.00		4/26/2027		—			—		—			—
		4/26/2017		44,923		179,695		21.00		4/26/2027		—		—		—		—		11/2/2018		101,475		33,826		$	31.98		11/2/2028		—			—		—			—
		11/2/2018		67,650		67,651		31.98		11/2/2028		—		—		—		—		2/24/2020		14,125		42,375		$	57.70		2/24/2030		—			—		—			—
		2/24/2020		—		56,500		57.70		2/24/2030		—		—		—		—		2/24/2020		—		—			—		—		5,363		$	697,083		—			—
		2/24/2020		—		—		—		—		7,150		663,878		—		—		2/24/2020		—		—			—		—		43,328		$	5,631,773		143,117		$	18,602,348
		2/24/2020		—		—		—		—		43,328		4,023,005		143,117		13,288,413		3/1/2021		—		19,759		$	95.68		3/1/2031		—			—		—			—
																				3/1/2021		—		—			—		—		8,623		$	1,120,818		—			—
Trevor S. Lang(2)		9/30/2016		17,968		16,992		9.99		9/30/2026		—		—		—		—		9/30/2016		18,960		—		$	9.99		9/30/2026		—			—		—			—
																				4/26/2017		18,509		25,607		$	21.00		4/26/2027		—			—		—			—
																				11/2/2018		29,213		9,738		$	31.98		11/2/2028		—			—		—			—
		4/26/2017		12,804		44,812		21.00		4/26/2027		—		—		—		—		2/24/2020		4,066		12,199		$	57.70		2/24/2030		—			—		—			—
		11/2/2018		19,475		19,476		31.98		11/2/2028		—		—		—		—		2/24/2020		—		—			—		—		1,545		$	200,819		—			—
		2/24/2020		—		16,265		57.70		2/24/2030		—		—		—		—		2/24/2020		—		—			—		—		12,999		$	1,689,610		42,936		$	5,580,821
		2/24/2020		—		—		—		—		2,059		191,178		—		—		3/1/2021		—		5,688		$	95.68		3/1/2031		—			—		—			—
		2/24/2020		—		—		—		—		12,999		1,206,957		42,936		3,986,608		3/1/2021		—		—			—		—		2,483		$	322,740		—			—
Lisa G. Laube(3)		2/23/2012		62,033		—		2.85		2/23/2022		—		—		—		—		9/30/2016		25,971		—		$	9.99		9/30/2026		—			—		—			—
		2/23/2012		13,093		—		4.33		2/23/2022		—		—		—		—		4/26/2017		42,452		28,302		$	21.00		4/26/2027		—			—		—			—
		9/30/2016		57,176		18,795		9.99		9/30/2026		—		—		—		—		11/2/2018		32,288		10,763		$	31.98		11/2/2028		—			—		—			—
		4/26/2017		21,225		49,529		21.00		4/26/2027		—		—		—		—		2/24/2020		4,494		13,484		$	57.70		2/24/2030		—			—		—			—
		11/2/2018		21,525		21,526		31.98		11/2/2028		—		—		—		—		2/24/2020		—		—			—		—		1,707		$	221,876		—			—
		2/24/2020		—		17,978		57.70		2/24/2030		—		—		—		—		2/24/2020		—		—			—		—		12,999		$	1,689,610		42,936		$	5,580,821
		2/24/2020		—		—		—		—		2,275		211,234		—		—		3/1/2021		—		6,287		$	95.68		3/1/2031		—			—		—			—
		2/24/2020		—		—		—		—		12,999		1,206,957		42,936		3,986,608		3/1/2021		—		—			—		—		2,744		$	356,665		—			—
Brian K. Robbins(4)		9/30/2016		—		10,813		9.99		9/30/2026		—		—		—		—		4/26/2017		—		8,141		$	21.00		4/26/2027		—			—		—			—
		4/26/2017		—		16,281		21.00		4/26/2027		—		—		—		—		11/2/2018		—		6,192		$	31.98		11/2/2028		—			—		—			—
		11/2/2018		—		12,383		31.98		11/2/2028		—		—		—		—		2/24/2020		—		7,757		$	57.70		2/24/2030		—			—		—			—
		2/24/2020		—		10,342		57.70		2/24/2030		—		—		—		—		2/24/2020		—		—			—		—		982		$	127,640		—			—
		2/24/2020		—		—		—		—		1,309		121,541		—		—		2/24/2020		—		—			—		—		6,500		$	844,870		21,469		$	2,790,541
		2/24/2020		—		—		—		—		6,500		603,525		21,469		1,993,397		3/1/2021		—		3,617		$	95.68		3/1/2031		—			—		—			—
																				3/1/2021		—		—			—		—		1,579		$	205,238		—			—
David V. Christopherson(5)		9/30/2016		—		7,853		9.99		9/30/2026		—		—		—		—		4/26/2017		—		5,931		$	21.00		4/26/2027		—			—		—			—
		4/26/2017		—		11,860		21.00		4/26/2027		—		—		—		—		3/2/2018		—		6,462		$	44.21		3/2/2028		—			—		—			—
		3/2/2018		—		9,693		44.21		3/2/2028		—		—		—		—		11/2/2018		—		6,192		$	31.98		11/2/2028		—			—		—			—
		11/2/2018		—		12,383		31.98		11/2/2028		—		—		—		—		5/16/2019		—		—			—		—		24,207		$	3,146,426		—			—
		5/16/2019		—		—		—		—		24,207		2,247,620		—		—		2/24/2020		—		7,757		$	57.70		2/24/2030		—			—		—			—
		2/24/2020		—		10,342		57.70		2/24/2030		—		—		—		—		2/24/2020		—		—			—		—		982		$	127,640		—			—
		2/24/2020		—		—		—		—		1,309		121,541		—		—		2/24/2020		—		—			—		—		4,333		$	563,203		14,313		$	1,860,404
		2/24/2020		—		—		—		—		4,333		402,319		14,313		1,328,962		3/1/2021		—		3,617		$	95.68		3/1/2031		—			—		—			—
																				3/1/2021		—		—			—		—		1,579		$	205,238		—			—