Christopher Kelly Wall
BlueLinx HoldingsAbout Christopher Kelly Wall
Christopher “Kelly” Wall, age 50, was appointed Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings Inc., effective May 19, 2025; his employment agreement is dated May 12, 2025 . He previously served as EVP & CFO of The Aaron’s Company (Dec 2020–Feb 2025), interim CFO and senior finance roles at Aaron’s, Inc. (2017–2020), SVP Finance at TMX Finance, and Managing Director at Bank of America Merrill Lynch . BlueLinx’s incentive design emphasizes Adjusted EBITDA, working capital efficiency (ROWC), and TSR; in FY2024 BlueLinx delivered Adjusted EBITDA of $131.355 million and ROWC of 28.3% (driving a 99.74% of-target STIP payout), and the company’s five-year cumulative TSR translated to $788.75 on a $100 initial investment (context for pay-for-performance alignment) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Aaron’s Company, Inc. | Executive Vice President & Chief Financial Officer | Dec 2020 – Feb 2025 | Led finance for a lease-to-own retailer; public company CFO experience |
| Aaron’s, Inc. (predecessor to The Aaron’s Company, Inc.) | Interim CFO; Senior finance roles | Jul 2020 – Nov 2020 (interim CFO); Feb 2017 – Jul 2020 (senior finance) | Transitioned to standalone public company; held multiple senior finance roles |
| TMX Finance | Senior Vice President of Finance | Prior to 2017 (dates not disclosed) | Led finance in consumer finance sector |
| Bank of America Merrill Lynch | Managing Director | Not disclosed | Capital markets and advisory background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships or committee roles disclosed for Wall |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $575,000 annual base salary (effective with appointment) |
| Target Annual Bonus (STIP) | 80% of base salary target opportunity |
| Sign‑on Equity | Time‑based RSUs valued at $375,000 at grant; vest ratably over three years |
| 2025 LTIP Eligibility | 2025 annual equity awards of RSUs with aggregate value ≥125% of base salary as of the award date |
| Perquisites | “Certain other perquisites available to executives of the Company” (e.g., consistent with proxy discussion of car allowance, life insurance, executive physical, relocation as applicable) |
Performance Compensation
Annual Bonus (STIP) – Design and FY2024 Context
| Metric | Weight | Threshold | Target | Maximum | FY2024 Actual | FY2024 Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $113.5m | $133.6m | $200.3m+ | $131.355m | Contributed to 99.74% blended payout |
| Return on Working Capital (ROWC) | 40% | 23.0% | 27.1% | 40.7% | 28.3% | Contributed to 99.74% blended payout |
Notes: STIP awards can pay 0–200% of target based on performance; the FY2024 achievement levels produced a 99.74% of‑target payout to NEOs (context for plan calibration) .
Long‑Term Incentive (LTIP) – RSUs and PRSUs
| Award Type | Metric(s) and Weighting | Payout Curve | Vesting Mechanics |
|---|---|---|---|
| Time‑based RSUs | N/A | N/A | Vest in three equal annual installments from grant date, subject to continued service |
| Performance‑based RSUs (typical design) | Cumulative Adjusted EBITDA (60%); Average ROWC (40%) | 30%/100%/200% at Threshold/Target/Maximum; 0% if below threshold | Cliff‑vests upon Committee certification following a three‑year performance period, subject to continued service |
| 2025 Performance‑based RSUs (form agreement) | Relative TSR (per Exhibit A schedule) | Earned % of target per Relative TSR table; straight‑line interpolation between points | Earned portion vests on the Committee’s determination date; forfeiture if performance below threshold |
Clawback: All incentive‑based compensation is subject to BlueLinx’s Dodd‑Frank compliant clawback policy effective Nov 15, 2023 .
Change‑in‑Control (CIC) treatment for 2025 PRSU form:
- If awards are not assumed/replaced: vest at greater of target or actual performance through CIC, settled at CIC .
- If assumed/replaced and terminated without Cause or for Good Reason within 24 months: immediate vesting at greater of target or actual through termination date .
Equity Ownership & Alignment
| Alignment Mechanism | Details |
|---|---|
| Executive Stock Ownership Guidelines | SVPs and other executive officers reporting to the CEO must hold shares with market value ≥ 2x base salary; must hold all shares (including vested awards) until requirement is met; unvested performance‑based RSUs do not count |
| Clawback | “Recovery of Erroneously Awarded Incentive‑Based Compensation” policy applies to equity and cash incentives (effective Nov 15, 2023) |
| Beneficial Ownership | Wall was appointed after the March 18, 2025 record date; he is not listed in the FY2025 proxy ownership table (future filings will reflect his holdings) |
| Option Usage | Recent executive grants are RSUs/PRSUs; no stock options listed for NEOs in FY2024 tables |
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Effective Date / Role | Employment agreement dated May 12, 2025; effective May 19, 2025; SVP, CFO & Treasurer |
| Termination Without Cause or For Good Reason (non‑CIC) | Lump‑sum severance equal to 1x base salary; pro‑rated portion of target bonus; up to 12 months of continued medical/dental coverage (or COBRA reimbursement to active‑rate equivalent); subject to separation agreement; includes timing mechanics for payments (Separation Pay per 409A) |
| CIC Termination (within 24 months after CIC, or qualifying window) | Lump‑sum severance equal to 2x base salary; pro‑rated portion of target bonus; 18 months of continued medical/dental coverage (or COBRA reimbursement to active‑rate equivalent); accelerated vesting of time‑based equity awards unless otherwise provided in applicable award/plan; subject to separation agreement |
| CIC Treatment – Equity (2025 PRSU form) | If not assumed/replaced: single‑trigger vesting at greater of target or actual through CIC; if assumed/replaced: double‑trigger vesting upon qualifying termination within 24 months at greater of target or actual through termination |
| Restrictive Covenants / Remedies | Employment agreement includes restrictive covenants with a “Restricted Territory” defined as the continental U.S.; “Protected Customers” defined; injunctive relief recognized in award documents; clawback applies to incentive pay |
| Other | No related‑party transactions disclosed; customary executive perquisites |
Investment Implications
- Pay-for-performance alignment: Wall’s variable pay is predominantly driven by Adjusted EBITDA and ROWC in STIP and by multi‑year Adjusted EBITDA/ROWC and/or TSR in LTIP, directly linking compensation to operating leverage, working capital efficiency, and shareholder returns .
- Retention vs. selling pressure: A $375k time‑based RSU sign‑on grant vests pro rata over three years, and 2025 annual RSUs of at least 125% of base salary add ongoing vesting events; however, 2x‑salary ownership guidelines and “hold‑until‑met” rules mitigate near‑term selling pressure and align long‑term interests .
- Downside/upsiderisk sharing: PRSUs pay 0–200% and are subject to a clawback; CIC equity treatment provides single‑trigger vesting only if awards aren’t assumed and a double‑trigger if assumed, balancing change‑in‑control protection with alignment .
- Severance economics: Non‑CIC severance of 1x salary (plus pro‑rated target bonus and benefits) and CIC severance of 2x salary (plus pro‑rated target bonus and extended benefits) are moderate by market standards for a CFO and should support retention without creating excessive golden parachute risk .