J. David Smith
BlueLinx HoldingsAbout J. David Smith
Independent director at BlueLinx Holdings Inc. since 2017; age 76. Former CEO/Chairman of Euramax International (predecessor to OmniMax) and President of Alumax Fabricated Products; extensive building products and metals operating experience. Education: B.A. in Political Science from Gettysburg College. Board tenure and biography disclosed in 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Euramax International, Inc. (predecessor to OmniMax International, LLC) | Chief Executive Officer & President; Chairman of the Board | CEO/President beginning 1996; Chairman beginning 2002; retired 2008 | Led international building products company; extensive operating and management experience |
| Alumax Fabricated Products, Inc.; Alumax, Inc. | President; Officer | 1988–1996 | Oversaw fabricated products business within major aluminum producer |
| Howmet Building Products, Inc. | Senior management roles | Not specified | Multiple senior roles in building products |
| Nortek, Inc. | Chairman; Interim CEO | Chairman until 2016; Interim CEO in 2011 | Led governance and interim executive leadership through transition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GMS Inc. (NYSE: GMS) | Director | Since 2014 | Current public company directorship |
| Commercial Metals Company | Director | 2004–Jan 2023 | Metals industry board service |
| Henry Company | Director | 2017–2022 | Building materials |
| Select Interior Concepts, Inc. | Chairman | Feb 2019–Mar 2020 | Board leadership |
| Siamons International, Inc. | Chairman | Until 2018 | Board leadership |
| Diversitech, Inc.; Houghton International Inc.; Air Distribution Technologies, Inc. | Director | Not specified | Prior private/public board roles |
Board Governance
- Committee assignments: Chair of the Human Capital & Compensation Committee; members Fennebresque and Haas; HCCC met 4 times in fiscal 2024 and engages Meridian Compensation Partners as independent consultant with no conflicts identified .
- Independence: Board determined all directors except the CEO (Reddy) are independent under NYSE and SEC standards; the Board has a majority of independent directors .
- Attendance and engagement: Board met 9 times in fiscal 2024; each director attended at least 75% of Board and committee meetings; directors standing for election at the 2025 meeting attended the 2024 annual meeting .
- Board structure: Non-Executive Chairman (Fennebresque) chairs executive sessions of non-management directors; CEO and Chairman roles are separate .
- Risk oversight: Nominating & Governance reviews related-party transactions and waivers; Audit oversees financial/cyber risks; Compensation reviews incentive risk .
- Related-party transactions: No related person transactions required to be disclosed for fiscal 2024 .
- Insider Trading Policy: Prohibits hedging and pledging; requires preclearance; allows Rule 10b5-1 plans; policy filed with 2024 Form 10-K as Exhibit 19 .
Fixed Compensation (Director)
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director cash retainer |
| Committee chair fee (HCCC) | $15,000 | Chair retainer for Human Capital & Compensation Committee |
| Meeting fees | — | Not disclosed; board can pay for special services |
| Equity award (RSUs) | $135,018 | Time-based RSUs granted May 17, 2024; one-year vesting |
| Total | $225,018 | Sum of cash and equity |
- 2024 RSU grant count: 1,340 RSUs scheduled to vest May 17, 2025 and settle within 30 days thereafter .
- Director equity program vests after one year to strengthen ownership alignment .
Performance Compensation (Company metrics under HCCC oversight)
Directors do not receive performance-based pay; however, the HCCC sets executive incentive metrics.
| Metric (Weight) | FY 2024 Threshold | FY 2024 Target | FY 2024 Max | FY 2024 Actual | Payout Factor |
|---|---|---|---|---|---|
| Adjusted EBITDA (60%) | $113.5M | $133.6M | $200.3M+ | $131.355M | Below target contribution |
| Return on Working Capital (ROWC) (40%) | 23% | 27.1% | 40.7% | 28.3% | Between target and max contribution |
| Overall STIP payout vs target | — | — | — | — | 99.74% of target for NEOs |
- HCCC did not apply discretionary adjustments to 2024 formulaic payouts .
Other Directorships & Interlocks
| Company | Sector Relationship to BlueLinx | Interlock Risk Notes |
|---|---|---|
| GMS Inc. | Building materials distribution (industry adjacency) | Information flow/industry overlap potential; monitor recusals as needed (Smith’s GMS role disclosed) |
| Commercial Metals; Henry; Select Interior Concepts; Siamons; Nortek; Diversitech; Houghton; Air Distribution Technologies | Metals/building products ecosystem | Historical roles; no BlueLinx related-party transactions disclosed for FY 2024 |
Expertise & Qualifications
- Financial and operational leadership across public/private metals and building products companies; seasoned board leadership including multiple chair roles and interim CEO experience .
- HCCC chair experience overseeing pay-for-performance plans and consultant independence; Meridian engaged with independence confirmed .
- Education: Gettysburg College BA; deep industry expertise rather than technical credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| J. David Smith | 46,351 | * (<1%) | 31,908 vested RSUs that settle within 30 days of earlier of retirement or 10 years from grant ; 1,340 RSUs vest on May 17, 2025 ; 13,103 shares held directly |
- Company policy prohibits pledging and hedging by directors .
Governance Assessment
- Strengths: Independent director with deep sector experience; HCCC chaired by Smith demonstrates active oversight of compensation and human capital; strong attendance; no related-party transactions; robust insider trading and anti-hedging/pledging policies; say‑on‑pay approval >95% in 2024 indicates alignment with shareholders .
- Pay structure: Director compensation appropriately weighted toward equity via one-year RSUs, fostering ownership alignment; modest cash chair premium consistent with responsibilities .
- Watch items: External board role at GMS creates industry adjacency—ensure ongoing monitoring and recusals where business overlaps; continued transparency around director stock ownership and any policy waivers is important (waivers require Board/Audit approval and disclosure) .
Overall, Smith’s independence, committee leadership, attendance, and equity alignment are positives for board effectiveness. No direct conflicts or red flags are disclosed; policy framework (clawback, hedging/pledging bans, related-party reviews) supports investor confidence .