Marietta Edmunds Zakas - Director | BlueLinx Holdings (BXC) Executive Profile & Compensation

About Marietta Edmunds Zakas

Marietta Edmunds Zakas, 66, is an independent director of BlueLinx (BXC) since August 2022 and is designated an “audit committee financial expert.” She is currently CEO of Mueller Water Products (NYSE: MWA) and previously served as MWA’s EVP & CFO (2018–2023); earlier roles include senior finance and IR leadership at Russell Corporation and Equifax, following an investment banking start at Morgan Stanley . She holds a BA (Randolph-Macon Woman’s College), MBA (UVA Darden), and JD (UVA Law) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Mueller Water Products (NYSE: MWA)	Chief Executive Officer	Current	CEO experience and public company leadership
Mueller Water Products	EVP & CFO; led strategy, corp dev, IR, corp comms	2018–2023; with company since 2006	Oversight of financial reporting and internal controls
Russell Corporation	Corporate VP, Chief of Staff, Business Development & Treasurer	~5 years (prior to 2006)	Strategic finance leadership
Equifax (NYSE: EFX)	Corporate VP, Director of IR & Corporate Secretary	1993–2000	Public company governance and disclosure
Morgan Stanley	Investment Banker	Early career	Capital markets expertise

External Roles

Organization	Role	Tenure	Committees/Notes
Mueller Water Products (NYSE: MWA)	Director	Since August 2023	CEO & director (board service disclosed)
Atlantic Capital Bank/Bancshares	Non‑Executive Director	2011–2022	Audit Committee Chair

Board Governance

Committee memberships (BXC): Audit Committee (member; audit committee financial expert) and Nominating & Governance Committee (member) .
Independence: Board determined all directors except the CEO are independent (includes Zakas) .
Attendance: Board met 9× in FY2024; each director attended at least 75% of Board and committee meetings to which they were entitled; Audit met 8×; Nominating & Governance met 4× .
Years of service on BXC board: Director since August 2022 .
Board leadership: Non‑Executive Chairman is Kim S. Fennebresque (not Zakas) .

Fixed Compensation (Director)

Component	FY2024 Amount	Notes
Annual cash retainer	$90,000	Standard cash retainer for non‑employee directors
Committee chair fees	$0	Audit Chair ($30k), HCCC Chair ($15k), N&G Chair ($15k) not applicable to Zakas
Meeting fees	$0	Not disclosed; directors can receive additional fees at Board discretion, none shown for Zakas
Equity (time‑based RSUs)	$135,018	Grant on May 17, 2024; 1‑year vest; standard director equity award
Total	$225,018	Sum of cash + stock; no other comp disclosed

Director stock ownership guideline: 5× the cash component of the annual Board retainer within 5 years of joining the Board (amended in 2022) .

Performance Compensation (Director)

Item	Details
Performance‑based pay	Not applicable; director equity is time‑based RSUs vesting over one year
Hedging/Pledging	Prohibited for directors under Insider Trading Policy (no hedging; no margin/pledging)

Other Directorships & Interlocks

Company	Exchange	Role	Interlocks/Conflicts
Mueller Water Products	NYSE	CEO; Director since Aug 2023	No related‑person transactions disclosed by BXC for FY2024
Atlantic Capital Bank/Bancshares	—	Former Non‑Exec Director; Audit Chair (2011–2022)	Historical role; no BXC related‑person transactions disclosed

Outside boards/time commitments are reviewed by BXC’s Nominating & Governance Committee; directors must have sufficient time for BXC duties .
Related‑party transactions: None required disclosure for FY2024; N&G Committee oversees related‑person transactions per policy .

Expertise & Qualifications

Financial expert: Board designated Zakas an “audit committee financial expert” (SEC definition) .
Public company leadership: CEO (current) and former CFO of a public company (MWA) .
Governance/IR: Prior Corporate Secretary and IR leadership (Equifax); Audit Chair experience (Atlantic Capital) .
Education: BA (Randolph‑Macon Woman’s College), MBA (UVA Darden), JD (UVA Law) .

Equity Ownership

Metric	Detail
Beneficial ownership (as of record date Mar 18, 2025)	3,891 shares total (<1% of outstanding)
Breakdown	2,551 shares held directly; 1,340 RSUs vesting May 17, 2025 (settle within 30 days)
Ownership as % of outstanding	<1% (per beneficial ownership table; “*”)
Pledging/Hedging	Prohibited by BXC policy for directors
Director ownership guidelines	5× cash retainer within 5 years of joining (5×$90k = $450k target; guideline, not a disclosed compliance status)
Approximate value reference	For context, BXC used $103.72 as 12/28/2024 closing price in award tables (ownership value not disclosed)

Note: BXC discloses share counts and policy parameters; it does not disclose individual director compliance status with the 5× guideline. Hedging and pledging are prohibited, supporting alignment .

Governance Assessment

Strengths: Independent director; audit committee financial expert; serves on Audit and Nominating & Governance, aligning with her CFO/CEO background; meets attendance threshold; Board maintains majority independence and separate Chair/CEO roles .
Alignment: Director comp mix skews to equity (FY2024: ~$90k cash vs ~$135k RSUs), plus no hedging/pledging allowed; director ownership guideline of 5× retainer promotes skin‑in‑the‑game .
Conflicts: N&G Committee oversees related‑person transactions and outside board service; no related‑person transactions disclosed for FY2024 involving directors or officers .
Engagement signals: Say‑on‑pay support exceeded 95% at the 2024 annual meeting (for 2023 pay), signaling broad investor confidence in oversight of compensation/governance .
Potential watch‑items: Active public‑company CEO role increases time demands, though BXC’s N&G Committee explicitly reviews outside board service and time sufficiency; continued monitoring of attendance and committee workload is prudent .