Carol B. Yancey
BlueLinx HoldingsAbout Carol B. Yancey
Carol B. Yancey, 61, has served as an independent director of BlueLinx Holdings Inc. since February 2021; she is a Certified Public Accountant and former Executive Vice President and Chief Financial Officer of Genuine Parts Company (GPC) from March 2013 to May 2022, with prior roles including Corporate Secretary (1995–2015) and multiple finance leadership positions from 1991–2013 . She holds a BBA in Accounting from the University of Georgia and is currently designated by BXC’s Board as an “audit committee financial expert” . Yancey is presently a director at Oxford Industries, Inc. (NYSE: OXM) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genuine Parts Company (NYSE: GPC) | Executive Vice President & Chief Financial Officer | Mar 2013–May 2022 | Led financial reporting and internal controls; CFO credentials underpin audit committee expertise |
| Genuine Parts Company | Corporate Secretary | 1995–2015 | Governance and disclosure oversight |
| Genuine Parts Company | Senior VP Finance; VP; Assistant Corporate Secretary; Director of Shareholder Relations; Director of Investor Relations | 1991–2013 | Broad finance, IR and governance leadership across distribution industry |
| Public Accounting | Accountant | ~6 years prior to GPC | Foundational audit/accounting experience (CPA) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Oxford Industries, Inc. (NYSE: OXM) | Director | Current | Committee assignments not disclosed in BXC proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are Yancey (Chair), Dominic DiNapoli, and Marietta Edmunds Zakas; the Board determined all Audit Committee members are independent and financially literate; Yancey and Zakas qualify as “audit committee financial experts” .
- Independence: The Board determined all directors except the CEO are independent under NYSE rules; Yancey is independent .
- Attendance and engagement: The Board met nine times in fiscal 2024; each director attended at least 75% of Board and committee meetings they were entitled to attend; the Audit Committee met eight times in fiscal 2024 .
- Board leadership: Non-Executive Chairman (Kim S. Fennebresque) separate from CEO; Chair leads executive sessions of non-management directors, ensuring independent oversight .
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 5× the cash component of the annual Board retainer within five years of joining (raised from 3× to 5× during 2022) .
- Governance process: Nominating & Governance Committee oversees Board composition, evaluations, related-party transactions, director compensation recommendations, stock ownership guidelines, and reviews requests to serve on outside for-profit boards .
- Risk oversight: Audit Committee oversees financial reporting and cybersecurity risk; Compensation Committee reviews whether compensation programs encourage excessive risk; Nominating & Governance monitors fraud/misconduct and related-party risks .
Fixed Compensation
| Component (Director, 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | $90,000 director cash retainer + $30,000 Audit Committee Chair fee |
| Equity grant (time-based RSUs) | $135,018 | Granted May 17, 2024; one-year vest; standard non-employee director award |
| Other compensation (health premiums) | $9,856 | Company-paid portion of health insurance premiums (director benefits option) |
| Total | $264,874 | Sum of cash, equity grant fair value, and other compensation |
Program features:
- All non-employee directors received ~$135,000 in time-based RSUs (one-year vest), while the Chairman received ~$225,000 .
- Cash retainers: $90,000 for directors; committee chair premiums: Audit Chair $30,000; Compensation Chair $15,000; Nominating & Governance Chair $15,000; Chairman of the Board $140,000 .
Performance Compensation
Directors do not receive performance-based equity or bonuses; annual equity grants are time-based RSUs vesting after one year, aligning director pay with shareholder value without short-term metrics . Specific grant/vesting details for Yancey:
| Grant Detail | Value |
|---|---|
| Grant date | May 17, 2024 |
| RSU count (2024 grant) | 1,340 RSUs; vesting on May 17, 2025; settle within 30 days |
| Fair value (2024 equity award) | $135,018 (time-based RSUs) |
| Vesting schedule | One-year vest from grant date |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict | Evidence |
|---|---|---|---|
| Oxford Industries, Inc. (NYSE: OXM) | Public company board | Not a BlueLinx customer/supplier; no related-party transactions disclosed for 2024 | N&G reviews outside boards and related-party transactions; none required disclosure for 2024 |
- Related-party transaction framework: All director/officer related-person transactions >$120,000 require disclosure and N&G Committee approval; none were disclosed for fiscal 2024 .
Expertise & Qualifications
- CPA and former public company CFO with oversight of financial reporting and internal controls; designated Audit Committee financial expert by BXC’s Board .
- Deep distribution industry experience, including executive leadership at GPC .
- Governance and disclosure experience (Corporate Secretary tenure at GPC) .
- Education: BBA, Accounting, University of Georgia .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 7,443 shares; less than 1% of outstanding |
| Directly held shares | 6,103 shares |
| Unvested RSUs | 1,340 RSUs, vest May 17, 2025 (settle within 30 days) |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Director ownership guideline | 5× cash retainer; five-year compliance window |
Governance Assessment
- Board effectiveness: Yancey’s CFO/CPA background and financial expert designation strengthen audit oversight; as Audit Committee Chair, she leads an active committee that met eight times in FY2024, supporting robust financial reporting and cybersecurity oversight .
- Independence and alignment: Independent status, prohibition on hedging/pledging, and stringent director ownership guidelines (5× cash retainer) enhance alignment with shareholders .
- Engagement: Board and committee cadence (nine Board meetings; eight Audit Committee meetings) and minimum attendance disclosure indicate engagement, though issuer reports only threshold (≥75%) rather than director-level attendance metrics .
- Conflicts/related-party exposure: N&G Committee reviews outside boards and all related-party transactions; no related-person transactions were disclosed in 2024—no evident conflicts tied to Yancey’s roles .
- Compensation structure: Director cash + time-based RSUs (one-year vest) avoids performance metric gaming and options repricing risk; modest “other compensation” reflects director benefits (health insurance) within disclosed policy .
- Shareholder signals: The company’s 2024 say-on-pay passed with over 95% approval, reflecting broader investor confidence in compensation governance; while focused on executives, it signals Board credibility on pay oversight .
RED FLAGS: None disclosed specific to Yancey; no related-party transactions; pledging/hedging prohibited; attendance threshold met at Board level .