Keith A. Haas

About Keith A. Haas

Keith A. Haas, 59, has served as an independent director of BlueLinx Holdings Inc. since August 2022. He is currently Chief Executive Officer of Foley Products Company LLC and previously held senior operating roles across CRH plc’s global and Americas building products businesses, bringing 25+ years of building products manufacturing and distribution leadership. He holds a B.S. in Mechanical Engineering from Georgia Tech and an MBA from Georgia State University. The Board determined he is independent under NYSE standards (all directors except the CEO are independent) and each director attended at least 75% of Board/committee meetings in fiscal 2024 .

Past Roles

External Roles

Board Governance

• Committee assignments: Human Capital and Compensation Committee member; the committee met four times in fiscal 2024 and uses Meridian as its independent compensation consultant (no conflicts found) .
• Chair roles: None disclosed for Mr. Haas (HCCC chaired by J. David Smith) .
• Independence: Board determined all directors other than the CEO are independent; Board met nine times in fiscal 2024; each director attended at least 75% of Board and committee meetings; all directors standing for election at the 2025 AGM attended the 2024 AGM .
• Related-party oversight: The Nominating & Governance Committee reviews and approves related-party transactions; none required disclosure for fiscal 2024 .
• Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors and employees .
• Director stock ownership guideline: Non-employee directors must own at least 5x the cash component of the annual Board retainer within five years (increased from 3x in 2022) .

Fixed Compensation

Additional director fee context:

• Chairman receives $140,000 cash retainer and ~$225,000 in RSUs; committee chairs receive: Audit $30,000; HCCC $15,000; Nominating & Governance $15,000 .
• Director equity awards are time-based RSUs vesting one year from grant to promote ownership during tenure .

Performance Compensation

• Directors do not receive performance-based incentives; annual director equity is time-based RSUs with a one-year vesting period (no performance metrics) .
• Executive incentive design overseen by Haas’s committee (HCCC): 2024 STIP metrics were Adjusted EBITDA (60%) and Return on Working Capital (40%); 2024 LTIP PRSUs also use 3-year cumulative Adjusted EBITDA (60%) and average ROWC (40%) with 0–200% payout curves, indicating emphasis on profitability and capital efficiency .

Other Directorships & Interlocks

• Nominating & Governance Committee reviews director requests to serve on outside for‑profit boards; provides governance oversight on potential conflicts and trends .

Expertise & Qualifications

• 25+ years operating leadership in building products manufacturing and distribution (CRH/Oldcastle), relevant to BlueLinx’s end-markets .
• Mechanical engineering and MBA credentials; depth in operations and commercial leadership .
• Governance experience as HCCC member, contributing to pay-for-performance design and human capital oversight .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep industry operating expertise aligned to BlueLinx’s supplier/customer ecosystem; serves on the Human Capital & Compensation Committee that maintains an independent consultant and pay-for-performance structure (EBITDA/ROWC), with strong recent say-on-pay support (>95%) signaling investor alignment .
  • Robust guardrails: strict hedging/pledging prohibition, related-party transaction review (none disclosed for 2024), and elevated director ownership guideline (5x cash retainer) bolster alignment and mitigate conflicts .

• Watch items

  • External CEO role (Foley Products) in adjacent building products industry creates theoretical overlap; however, no related‑party transactions required disclosure in 2024 and Nominating & Governance oversees outside board roles and related‑party monitoring. Continue to monitor for any supplier/customer relationships involving Foley Products or Northwest Hardwoods .
  • Attendance disclosed only in aggregate (≥75% for each director); continue monitoring individual attendance if disclosed in future proxies, particularly for committee meetings given his HCCC responsibilities .

• Director pay mix and alignment

  • Majority of director compensation delivered in equity (time-based RSUs with one-year vest), reinforcing ownership; Haas also elected company health benefits (modest perquisite) .
  • Director stock ownership guideline at 5x cash retainer is stringent versus typical small-cap peers, supporting long-term alignment; individual compliance status not itemized in the proxy .