Kim S. Fennebresque
BlueLinx HoldingsAbout Kim S. Fennebresque
Independent Non‑Executive Chairman of BlueLinx Holdings Inc. since May 2016; director since May 2013. Age 75. Former Chairman and CEO of Cowen Group/SG Cowen (1999–2008) and senior advisor to Cowen through December 2020; prior senior investment banking roles at Lazard Frères, UBS, and First Boston. Education: Trinity College (BA) and Vanderbilt Law School (JD). Current outside boards: Ally Financial (NYSE: ALLY), Albertsons Companies (NYSE: ACI); Chairman of the Supervisory Board of BAWAG Group AG (VIE: BG) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cowen Group Inc./SG Cowen | Chairman & CEO | 1999–2008 | Led investment bank; strategic and M&A execution |
| Cowen Group Inc. | Senior Advisor | Until Dec 2020 | Ongoing strategic advisory |
| Lazard Frères & Co. | General Partner; Co‑Head of Investment Banking | Not disclosed (prior to Cowen) | Corporate finance leadership |
| UBS | Head of Corporate Finance and M&A | Not disclosed | M&A leadership |
| The First Boston Corporation (now UBS) | Various positions | Not disclosed | Investment banking experience |
| Dahlman Rose Co., LLC | Chairman; Chief Executive Officer | Chairman 2010–2012; CEO Jul 2011–Aug 2012 | Led boutique financial services |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ally Financial Inc. (ALLY) | Director | Current | Not disclosed |
| Albertsons Companies, Inc. (ACI) | Director | Current | Not disclosed |
| BAWAG Group AG (BG) | Chairman, Supervisory Board | Current | Supervisory Board leadership |
| Ribbon Communications | Director | Oct 2017–Mar 2020 | Not disclosed |
| Rotor Acquisition Corp. | Director | Nov 2020–Jun 2021 | Not disclosed |
Board Governance
- Role: Non‑Executive Chairman; independent; chairs executive sessions of non‑management directors and oversees board meetings; CEO is separate (board believes structure is appropriate) .
- Independence: Board determined all directors except the CEO are independent under NYSE standards; Fennebresque is independent .
- Committee assignments: Human Capital & Compensation Committee (member; Chair is J. David Smith; Keith Haas also member). Committee met 4 times in fiscal 2024; Meridian is independent compensation consultant .
- Attendance: Board met 9 times in fiscal 2024; each director attended at least 75% of Board and committee meetings they were entitled to attend; all directors standing for election attended the 2024 Annual Meeting .
- Nominating & Governance: Reviews related‑party transactions, outside board requests, continuing education; met 4 times in fiscal 2024 .
- Audit Committee: Yancey (Chair), DiNapoli, Zakas; met 8 times; Yancey and Zakas are “financial experts” .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (Director) | $90,000 | Standard for non‑employee directors |
| Chairman of the Board cash retainer | $140,000 | Applies to Fennebresque |
| Committee chair cash retainers | Audit Chair $30,000; HCCC Chair $15,000; Nominating Chair $15,000 | Fennebresque is not a committee chair |
| Meeting fees | None disclosed | Expenses reimbursed |
| Total cash earned (2024) | $140,000 | For Fennebresque as Chairman |
Performance Compensation
| Equity Award | Grant Date | Grant Value (USD) | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Time‑based RSUs (Chairman grant) | May 17, 2024 | $225,098 | 2,234 RSUs (will vest May 17, 2025) | 1‑year cliff vest | None; director grants are time‑based |
The Company does not use performance metrics for director equity; director RSUs are time‑based to encourage meaningful ownership during board tenure .
Other Directorships & Interlocks
| Link | Description | Governance Consideration |
|---|---|---|
| Albertsons Companies (ACI) | Fennebresque is a director; BlueLinx director Anuj Dhanda is EVP & Chief Technology and Transformation Officer at ACI . | Potential informational interlock; Nominating & Governance Committee reviews outside board service and related‑party matters; no related‑party transactions disclosed for 2024 . |
| Financial institutions | Ally Financial director; BAWAG Group Supervisory Board Chair . | Broad financial oversight expertise; independence maintained . |
Expertise & Qualifications
- Deep finance and M&A leadership (former head of corporate finance/M&A at UBS; co‑head investment banking at Lazard; Chairman/CEO Cowen) .
- Public company governance across banking, retail, and telecom; current roles at ALLY, ACI, BAWAG .
- Legal training (Vanderbilt JD) adds regulatory and governance rigor .
Equity Ownership
| Ownership Detail | Shares/Units | Notes |
|---|---|---|
| Direct common shares | 7,530 | Held directly |
| Vested RSUs (grantor trust; settle at retirement or 10 years from grant) | 102,318 | Held indirectly via grantor trust; vested and will settle per terms |
| Unvested RSUs (2024 director grant) | 2,234 | Vest May 17, 2025 |
| Total beneficial ownership | 112,082 | Includes items above |
| % of shares outstanding | 1.37% (based on 8,180,454 shares) |
- Hedging/pledging: Company policy prohibits hedging and pledging and margin accounts for directors; trades require pre‑clearance and observe blackout periods .
- Related‑party transactions: None requiring disclosure in fiscal 2024 .
Governance Assessment
- Strengths: Independent non‑executive Chair; clear separation of Chair/CEO roles with executive sessions led by Chair . Robust independence, related‑party review policy, and prohibition on hedging/pledging support alignment and risk control . Regular committee activity with independent consultant for compensation . Attendance at least 75% across directors .
- Alignment: Meaningful stock ownership via RSUs with deferred settlement enhances “skin‑in‑the‑game” despite time‑based vesting; no director performance pay avoids short‑termism .
- Watch items: Interlock exposure with ACI given another BXC director’s senior executive role there—manage via Nominating & Governance oversight; no 2024 related‑party transactions disclosed . Large vested RSU balance scheduled to settle on retirement could create supply overhang at exit; monitor succession/settlement mechanics .
- Shareholder sentiment context: Say‑on‑Pay approval exceeded 95% at 2024 Annual Meeting, indicating broad support for compensation frameworks overseen by committees including the Chair’s participation .