Michael Wilson

About Michael Wilson

Michael Wilson, 62, is BlueLinx’s Chief Commercial Officer (CCO) since April 1, 2024, after previously serving as Chief Product Management Officer, SVP Product Management, VP Specialty Products, and VP Sales; prior roles include VP of Sales at Cedar Creek (1995–2018) and General Manager at Allison Sales Company . For fiscal 2024, Company performance against STIP metrics delivered Adjusted EBITDA of $131.355 million and ROWC of 28.3%, resulting in a 99.74% payout of target for all NEOs, including Wilson . Company five-year TSR (value of $100 initial investment) stood at 788.75 as of FY2024; Adjusted EBITDA was among the most important pay-performance linkages disclosed .

Past Roles

External Roles

• None disclosed in company filings .

Fixed Compensation

Performance Compensation

STIP (Annual Incentive) – FY2024 Design and Outcome

• 2024 STIP payout to NEOs equaled 99.74% of target; Wilson’s Non-Equity Incentive Compensation was $288,012 .

LTIP (Equity Incentives) – Structure and Grants

• Vehicles and metrics:
  • Time-based RSUs: vest in three equal annual installments, generally over three years .
  • Performance-based RSUs (PRSUs): 3-year performance period; cumulative Adjusted EBITDA (60%) and average ROWC (40%); 30%/100%/200% payout at Threshold/Target/Maximum; vest upon Committee certification after the 3-year period .

• Vesting schedules (time-based RSUs):
  • 3,060 grant (2022): final 1,020 vesting remained after June 30, 2024 installment .
  • 3,344 grant (2023): two installments remaining beginning June 7, 2024 .
  • 2,912 grant (2024): three equal annual installments beginning June 7, 2025 .

Outstanding/Unvested Equity at FY2024 Year-End (12/28/2024)

• Stock options: None outstanding; company granted no options in FY2024 .

Equity Ownership & Alignment

Employment Terms

• Offer Letter (effective with CCO role on April 1, 2024):
  • Base salary $455,000; target STIP 65% of salary; annual LTIP eligibility equal to 125% of salary, split 50% PRSUs / 50% RSUs (priced off 30-day average); standard executive benefits .
• Severance / Change in Control:
  • Covered by Executive Severance Plan: upon termination without cause or for good reason (non-CIC), 12 months of severance pay plus pro-rata STIP based on actual performance, subject to release; certain perquisites and restrictive covenants apply .
  • If termination without cause/for good reason in connection with a Change in Control: salary-and-incentive equals one times current base plus pro rata STIP; 12 months of medical coverage; full vesting of unvested time-based RSUs and PRSUs under CIC table assumptions (values based on $103.72) .
• Restrictive Covenants:
  • General: non-compete for 1 year; non-solicitation (employees, customers/vendors) for 2 years post-termination; confidentiality and non-interference covenants .
• Clawback:
  • SEC/NYSE-compliant policy to recover erroneously awarded incentive-based compensation for three fiscal years preceding a required restatement; multiple recovery methods; no indemnification permitted .

Investment Implications

• Alignment: Wilson’s package is heavily performance-linked via STIP (Adj. EBITDA 60% / ROWC 40%) and PRSUs using 3-year cumulative Adjusted EBITDA and average ROWC metrics; 2024 payout at 99.74% indicates targets set near achieved performance .
• Retention/Overhang: Significant unvested equity (6,161 RSUs) plus multi-year PRSUs (9,316) create vesting-driven retention; annual RSU vesting cadence may produce periodic, manageable selling supply as restrictions lapse .
• Risk Controls: Prohibitions on hedging/pledging, stock ownership guidelines (2x salary for C-level), and a robust clawback reduce misalignment and selling pressure risks from leverage or hedging .
• Change-in-Control Economics: CIC table indicates potential aggregate of $2.35 million for Wilson (salary/incentive, medical, and accelerated equity), which is modest vs CEO multiples and suggests retention yet limited windfall risk; non-CIC severance equals 12 months plus pro-rata STIP, with no equity acceleration .
• Governance Signals: No options granted in 2024 (lower risk of repricing); 2024 say-on-pay support exceeded 95%, indicating broad shareholder approval of compensation design .

Performance Compensation – Detailed Reference Table

Equity Ownership & Alignment – Detailed Reference

Employment Terms – Detailed Reference

Notes:

• Michael Wilson’s 2024 compensation as disclosed: Salary $443,423; Stock Awards $568,714; Non-Equity Incentive Comp $288,012; All Other Comp $10,855; Total $1,311,004 .
• No options exercised or granted in 2024; Company granted no options in FY2024 .

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