Charles Young - Director | Floor & Decor Holdings (FND) Executive Profile & Compensation

About Charles Young

Charles D. Young (age 56) has served on Floor & Decor’s Board since January 2021 and is an independent director under NYSE rules . He is President and Chief Operating Officer of Invitation Homes Inc. (promoted in 2023 after serving as EVP & COO from 2017–2023), with prior roles at Starwood Waypoint Homes and Goldman Sachs (Whitehall/Investment Banking, M&A) . Young holds a B.A. in Economics from Stanford University and an MBA from Stanford Graduate School of Business .

Past Roles

Organization	Role	Tenure	Committees/Impact
Invitation Homes Inc.	President & COO	2023–present	Operating leadership of a high‑growth public company
Invitation Homes Inc.	EVP & COO	2017–2023	Enterprise operations leadership
Starwood Waypoint Homes (and predecessor)	Senior roles	2015–merger with SWH	Integration and operating experience in single‑family rental
Goldman Sachs (Whitehall/IBD)	Real Estate Principal Investment Area; M&A	Early career	Transaction execution and capital allocation
Real estate development; management consulting	Executive roles	Prior to finance career	Real estate and advisory expertise
Professional football	NFL/WLAF	Early career	Teamwork and leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Federal Home Loan Bank of Chicago	Director	Current	Board oversight in financial services
Stanford University	Board of Trustees member	Current	University governance
LEARN Charter School Network	Founding member	Prior	Education-focused governance

Board Governance

Committee membership: Nominating and Corporate Governance Committee; Felicia Thornton is Chair; members include Young and Dwight James .
Committee responsibilities: board/committee membership criteria; board/committee/management evaluations; governance and sustainability oversight; climate-related risk oversight .
Independence: Board determined Young is independent under NYSE rules .
Attendance: Board met 4 times in fiscal 2024; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
Executive sessions: Board holds executive sessions at least annually; Chairman presides (currently an independent Chair) .
Years of service on this board: 4 years (Director since January 2021) .

Fixed Compensation

Component	Amount	Detail
Annual cash retainer	$80,000	Standard non‑employee director cash retainer for FY2024
Nominating Committee member fee (non‑chair)	$7,500	Non‑chair member additional annual cash retainer
Total cash fees earned (FY2024)	$87,500	Reported fees earned by Charles Young
Meeting fees	None disclosed	No per‑meeting fees structure disclosed

Performance Compensation

Equity Award	Grant Detail	Fair Value	Vesting	Performance Metrics
RSUs (Annual)	1,208 RSUs per non‑employee director (FY2024 program)	$140,092	Vests in full on first anniversary of grant	None; director RSUs are time‑based only

Directors may elect to receive cash retainers in RSUs; Dwight James elected stock units for FY2024 (Young’s fees were paid in cash) .

Other Directorships & Interlocks

Company/Institution	Role	Notes on Interlocks/Conflicts
Federal Home Loan Bank of Chicago	Director	Financial services oversight; no FND related‑party transactions disclosed tied to Young
Stanford University	Trustee	Non‑profit governance; no conflicts disclosed
Invitation Homes Inc.	President & COO	Executive role; no disclosed commercial arrangements between FND and Invitation Homes

Related‑party transactions reviewed by the Board in FY2024 involved arms‑length arrangements with PulteGroup (Ryan Marshall) and Delta (Dwight James); no items involving Charles Young were disclosed .

Expertise & Qualifications

Real estate, corporate strategy, governance, M&A, risk oversight, high‑growth operating experience, commercial/B2B exposure .
Industry lens: consumer/retail chains exposure, human capital/compensation oversight .
Education: Stanford BA (Economics), Stanford MBA .

Equity Ownership

Item	Amount/Status	Notes
Total beneficial ownership	6,171 shares	Less than 1% of outstanding shares
RSUs outstanding (director grants)	1,208	As of Dec 26, 2024
Options	None	As of Dec 26, 2024, no directors held options
Ownership guidelines	5x annual cash retainer for non‑employee directors	All executives and non‑employee directors were in compliance as of FY2024 year‑end
Hedging/pledging	Prohibited by insider trading policy (no hedging, shorting, derivatives, or pledging)	Policy includes 10b5‑1 pre‑clearance and blackout procedures

Governance Assessment

Committee effectiveness: Young contributes real estate/M&A/strategy expertise to the Nominating & Governance Committee, which oversees board composition, evaluations, and sustainability/climate risk—aligned with FND’s growth and footprint expansion .
Independence and attendance: Independent designation and satisfactory attendance mitigate concerns about engagement; executive sessions held regularly .
Alignment and incentives: Director pay is modest and primarily retainer + time‑based RSUs; no performance‑conditioned equity reduces risk of short‑termism. Ownership guidelines (5x retainer) and policy prohibitions on hedging/pledging reinforce alignment; compliance confirmed for all directors as of FY2024 .
Conflicts/related party: No related‑party transactions disclosed involving Young; board disclosed and pre‑approved arms‑length arrangements involving other directors, indicating active oversight of potential conflicts .

RED FLAGS:

None disclosed specific to Young: no pledging/hedging, no related‑party transactions, no option repricing, and attendance above minimum .

Net investor signal: Governance quality appears sound for Young—independent status, relevant operating and real estate expertise, and committee role in board refresh/governance and sustainability oversight. Compensation structure is conservative with clear ownership requirements and robust clawback/insider trading controls at the company level .