Mitchell B. Lewis - Director | BlueLinx Holdings (BXC) Executive Profile & Compensation

About Mitchell B. Lewis

Mitchell B. Lewis, 63, is an independent director of BlueLinx Holdings (BXC). He served as BlueLinx President & CEO from 2014 until June 2021 and then as senior advisor through December 2021, joining the Board in 2014; he holds a BA in Economics from Emory and a JD from the University of Michigan . In 2025, the Board determined he is independent under NYSE standards (only the CEO is non‑independent); in 2024 he was not independent due to the NYSE three‑year lookback from his 2021 executive service . He also serves as a director and Audit Committee Chair at GMS Inc. and as a director of Meteor Education (Bain Capital portfolio company) .

Past Roles

Organization	Role	Tenure	Committees/Impact
BlueLinx Holdings (BXC)	President & CEO	2014 – Jun 2021; Senior Advisor through Dec 2021; Director since 2014	Led company as CEO; continued as advisor to successor CEO
Euramax International (predecessor to OmniMax)	President & CEO; earlier COO, EVP, Group VP; President of largest subsidiary	2008 – 2013 (CEO); prior roles since 1990s	Extensive leadership in building products manufacturing
Amerimax Building Products	President	Pre-1992	Business leadership
Alumax Inc.	Corporate Counsel	Pre-1992	Corporate legal (M&A)
Alston & Bird LLP	Attorney (M&A)	Pre-1992	Legal practice (M&A)

External Roles

Company	Role	Committee/Position	Notes/Interlocks
GMS Inc. (NYSE: GMS)	Director	Audit Committee Chair	BXC director J. David Smith also serves on GMS’s board, creating an interlock
Meteor Education (Bain Capital portfolio)	Director	—	Private company role

Board Governance

Independence: Independent as of 2025 (only the CEO is non‑independent); in 2024 he was not independent due to the NYSE three‑year lookback from his executive/advisory service ending in 2021 .
Committee assignments: Not listed as a member of the Audit, Human Capital & Compensation, or Nominating & Governance Committees in 2025 proxies .
Prior special committee: Chaired the Strategy & Innovation Committee that was disbanded in 2023 .
Attendance and engagement: The Board met 9 times in fiscal 2024; each director attended at least 75% of Board and committee meetings; directors standing for election attended the 2024 annual meeting .
Board leadership: Non‑executive, independent chair (Kim S. Fennebresque) separate from CEO; executive sessions chaired by the independent chair .

Fixed Compensation (Director)

Year	Cash Retainer ($)	Equity (RSUs) ($)	Other ($)	Total ($)
2024	90,000	135,018 (time‑based RSUs; 1‑yr vest)	9,856 (health plan premiums)	234,874
2023	345,625 (includes $250,000 special fee for Strategy & Innovation Committee service)	135,027 (time‑based RSUs)	9,283 (health plan premiums)	489,935

Program terms: For 2024, non‑employee directors received $90,000 cash ($140,000 for chair) plus time‑based RSUs (~$135,000; ~$225,000 for chair) that vest after one year .
Notes: In 2023, Mr. Lewis received a $250,000 special payment for extraordinary service as Chair of the Strategy & Innovation Committee upon its dissolution .

Performance Compensation (Director)

Directors receive time‑based RSUs only; there are no performance‑conditioned equity awards for non‑employee directors (annual RSUs vest after one year) .

Other Directorships & Interlocks

GMS Inc.: Mr. Lewis (Audit Chair) and fellow BXC director J. David Smith both sit on GMS’s board, creating a governance interlock that may affect information flow/collaboration across companies .
Related‑party oversight: The Nominating & Governance Committee reviews related‑party transactions and director outside board service requests .

Expertise & Qualifications

Former CEO of BXC; long‑tenured operator in building products manufacturing and distribution; financial and management advisory expertise; legal/M&A background; public company audit committee leadership (GMS Audit Chair) .

Equity Ownership

As of Record Date	Beneficially Owned Shares	% of Outstanding	Detail (RSUs vesting ≤60 days)
March 18, 2025	36,377	<1%	Includes 1,340 RSUs vesting May 17, 2025; 35,037 shares held directly
March 22, 2024	33,476	<1%	Footnote notes 1,561 RSUs vesting May 18, 2024 in addition to direct holdings

Hedging/pledging: Company discloses an Insider Trading Policy and prohibition on hedging and pledging; policy referenced in the proxy materials .
Ownership alignment: Annual director grants are equity‑based (RSUs), and director compensation includes a meaningful stock component .

Governance Assessment

Positives/strengths:
- Now independent under NYSE rules (2025), resolving prior non‑independence due to 2021 executive service .
- Deep industry and CEO experience; financial oversight credibility as GMS Audit Chair .
- Good attendance culture at the Board level (≥75% for all directors in 2024) .
- Director pay structure mixes cash with annual equity; RSUs support alignment .
Watch items / potential red flags:
- Board interlock: Shared service with J. David Smith on GMS board—monitor for any competitive/transactional overlaps or perceived conflicts; N&G oversees related‑party risks .
- Special fee in 2023: Received an additional $250,000 for committee service; while disclosed and tied to committee dissolution, investors may scrutinize rationale and precedent for extraordinary director fees .
- Committee load: Not currently listed on BXC’s three standing committees, which can limit direct oversight exposure; evaluate whether this aligns with Board’s skill deployment .
Policies and protections:
- N&G Committee monitors director outside roles and related‑party transactions .
- Insider trading/hedging/pledging prohibitions disclosed .

Overall: Lewis brings relevant operating and financial governance expertise with improved formal independence in 2025. The GMS interlock and the 2023 special fee merit ongoing monitoring, but standard director compensation and equity ownership structure support alignment with shareholders .