David Christopherson
Executive Vice President, Chief Administrative Officer and Chief Legal Officer at 
Floor & Decor Holdings
Floor & Decor HoldingsExecutive
About David V. Christopherson
David V. Christopherson, age 50, is Executive Vice President, Chief Administrative Officer and Chief Legal Officer at Floor & Decor (FND). He joined FND in 2013 as General Counsel and Secretary, was promoted to SVP in 2015, EVP in 2018, and to his current role in February 2024, overseeing information technology, supply chain, legal, human resources, safety and loss prevention, risk management, and sustainability . He holds an A.B. in Political Science from Davidson College and a J.D. from Harvard Law School . In Fiscal 2024, FND opened 30 new warehouse stores, grew net sales 0.9% to $4,455.8 million, and expanded gross margin by 120 bps to 43.3%—key operational context for incentive outcomes and performance pay alignment . Pay-versus-performance disclosures show FY2024 net income of $205.9 million and cumulative TSR since FY2019 of $200.93 for FND vs $209.45 for the peer index, reflecting macro headwinds that also influenced bonus design and PSU structures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teavana Holdings, Inc. | Vice President, General Counsel & Secretary | 2011–2013 | Legal leadership at growth-stage retail brand |
| Swett & Crawford | Deputy General Counsel | 2007–2011 | Legal leadership for specialty insurance intermediary |
| King & Spalding | Attorney | Not disclosed | Foundational corporate/legal experience |
| Sullivan & Cromwell | Attorney | Not disclosed | Foundational corporate/legal experience |
External Roles
No public company directorships or external board roles disclosed for Christopherson .
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $475,000 | $540,000 | Increase effective Feb 23, 2024 reflecting expanded responsibilities |
| 401(k) Company Match | Eligible | Eligible | 45% of first 5% of base comp, graded vesting over 6 years |
| Group Term Life Insurance | Provided | Provided | Employer-paid premiums |
Performance Compensation
Annual Cash Incentive (2024)
| Item | Metric | Weighting | First Half Target | First Half Actual | First Half Payout % | Second Half Target | Second Half Actual | Second Half Payout % | Full-Year Outcome |
|---|---|---|---|---|---|---|---|---|---|
| Net Sales ($mm) | Net Sales | 20% | $2,323.5 | $2,230.4 | 77.7% | $2,248.6 | $2,225.3 | 89.7% | — |
| EBIT ($mm) | EBIT | 80% | $141.9 | $130.6 | 81.2% | $106.7 | $125.5 | 126.7% | — |
| Program | First Half Payout | — | — | — | 80.5% | — | — | 119.3% | Combined payout 99.90% of target |
| Individual | Target Bonus ($) | — | — | — | — | — | — | — | $405,000 (75% of base) |
| Individual | Actual Bonus ($) | — | — | — | — | — | — | — | $395,230 (99.90% of target; 74.9% of base) |
Notes:
- 2024 program split into two six-month periods to address macro uncertainty; metrics set in March and July 2024 .
- Metric weights: Net Sales 20%, EBIT 80% per half, max payout 200% of target .
Long-Term Equity Awards (Granted Feb 26, 2024)
| Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs | 4,743 | $550,046 | 3 equal annual installments on each anniversary of grant date, service-based | — |
| PSUs (Target) | 4,743 | $550,046 (target outcome) | Cliff vest post three-year performance period, subject to Comp Committee certification | 3-year avg ROIC (20%) and Adjusted EBIT at end of performance period (80%); independent measurement; threshold/target/max set to reflect macro uncertainty |
PSU Performance Curves (FY2024 grants):
| Metric | Weight | 50% Vesting | 100% Vesting | 150% Vesting | 200% Vesting |
|---|---|---|---|---|---|
| Three-Year Average ROIC (%) | 20% | 9 | 10 | 12 | 14 |
| Adjusted EBIT ($mm) | 80% | $370.0 | $440.0 | $475.0 | $510.0 |
Design notes:
- Shift away from prior PSU structures where ROIC threshold failures zeroed awards; FY2024 PSUs measure ROIC and Adjusted EBIT independently to better balance capital efficiency and earnings growth .
Equity Ownership & Alignment
Unvested RSU Vesting Schedule (as of FY2024 year-end)
| Vesting Date | Shares |
|---|---|
| 02/26/2025 | 1,580 |
| 02/27/2025 | 4,030 |
| 02/28/2025 | 1,047 |
| 03/01/2025 | 395 |
| 02/26/2026 | 1,581 |
| 02/27/2026 | 4,030 |
| 02/26/2027 | 1,582 |
| 02/27/2027 | 5,477 |
| Total | 19,722 |
Outstanding PSUs (as of FY2024 year-end)
| Performance Period End | Units Outstanding |
|---|---|
| 12/25/2025 | 18,864 |
| 12/31/2026 | 4,743 |
Note: Outstanding counts reflect reporting conventions per SEC rules and performance-level indications as of FY2024 year-end .
Stock Options (as of FY2024 year-end)
| Grant | Status | Exercise Price ($) | Expiration | Quantity | Notes |
|---|---|---|---|---|---|
| 02/24/2030 | Exercisable | 57.70 | 02/24/2030 | 2,586 | — |
| 03/01/2031 | Exercisable/Unexercisable | 95.68 | 03/01/2031 | 904/904 | — |
Estimated in-the-money value at FY2024 year-end price ($101.07) for exercisable options:
- $57.70 strike: 2,586 × ($101.07 – $57.70) ≈ $112,200
- $95.68 strike: 904 × ($101.07 – $95.68) ≈ $4,900
Alignment policies:
- Executive stock ownership guideline for EVPs: 3× annual base salary; all executives were in compliance as of FY2024 year-end .
- Hedging and pledging of company stock are prohibited under FND’s insider trading policy .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Christopherson has an employment agreement providing base salary and eligibility for annual bonus tied to performance criteria; agreements filed with the 2024 Form 10-K . |
| Severance (No Cause / Good Reason / Non-Renewal) | Cash severance equal to 1× base salary, payable over 12 months; vested options remain exercisable for 90 days or until original expiry . |
| Change in Control | If terminated without Cause within one year following a Change in Control, 100% of target PSUs vest, subject to release and covenant compliance . |
| Death/Disability | RSUs scheduled to vest within six months immediately vest at death; similar treatment applies to restricted stock . |
| Restrictive Covenants | Non-compete and non-solicit while employed and for one year post-termination; confidentiality and non-disparagement obligations . |
| Clawbacks | Robust discretionary recoupment policy covering cash and equity (including time-based only) for Trigger Events or misconduct-related restatements; Dodd-Frank-compliant clawback for material noncompliance with financial reporting; policies filed as exhibits . |
| Tax Gross-Ups | No excise tax gross-ups on change in control and no perquisite tax gross-ups . |
Compensation Structure Summary (Multi-year)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 442,308 | 600,000 | 226,074 | 6,307 | 1,274,689 |
| 2023 | 470,193 | 3,700,161 | 0 | 6,951 | 4,177,305 |
| 2024 | 527,500 | 1,100,092 | 395,230 | 6,032 | 2,028,854 |
Performance Compensation Details (Design and Outcomes)
| Element | Design | FY2024 Outcome |
|---|---|---|
| Annual Bonus | Two six-month periods; Net Sales 20% weighting; EBIT 80% weighting; thresholds/targets set March/July 2024; max 200% of target | First Half payout 80.5%; Second Half payout 119.3%; full-year payout 99.90% of target; Christopherson received $395,230 (74.9% of base) |
| RSUs | 50% of annual equity; 3-year ratable vest; retention-focused | 4,743 RSUs granted; GBV $550,046; unvested RSUs total 19,722 with specific vesting dates |
| PSUs | 50% of annual equity; 3-year performance period; ROIC (20%) and Adjusted EBIT (80%); independent metrics; linear interpolation; change-in-control double-trigger acceleration at target upon qualifying termination | Target PSUs 4,743 granted; GBV $550,046; outstanding PSU tranches with performance periods ending 12/25/2025 (18,864 units) and 12/31/2026 (4,743 units) |
Governance and Shareholder Feedback Context
- Compensation consultant: Korn Ferry engaged; no conflicts per annual independence review .
- Compensation peer group reviewed annually; FY2024 included Fastenal addition; committee does not benchmark to specific percentiles .
- Say-on-Pay approval for FY2023: 88.4%; slight decline attributed to FY2023 special PSUs not repeated in FY2024 .
- Insider trading policy prohibits hedging, short sales, and pledging; Rule 10b5‑1 plan provisions included .
Investment Implications
- Pay-for-performance alignment: Bonus plan heavily weighted to EBIT (80%), emphasizing margin discipline; PSU metrics rebalanced to independently measure ROIC and Adjusted EBIT, reducing all-or-nothing risk and promoting capital efficiency and profitability through the cycle .
- Retention risk: Severance at 1× salary for Christopherson is modest, but significant unvested RSUs (19,722) and multi-year PSU tranches create meaningful stickiness; prohibition on hedging/pledging reduces misalignment and forced selling risk .
- Near-term selling pressure: 2025 vesting dates cluster around late Feb/early Mar, creating potential incremental supply; however, option overhang is limited and mostly modestly in-the-money at FY2024 prices, suggesting low incremental selling pressure from options .
- Change-in-control economics: Double-trigger PSU acceleration at target upon qualifying termination within one year post-CoC—balanced retention without windfall; no excise tax gross-ups further mitigates shareholder-unfriendly optics .
- Ownership and governance: EVP ownership guideline of 3× salary and compliance, plus strong clawbacks, reinforce longer-term alignment and accountability; Say-on-Pay support remains solid despite prior special grants .
Overall, Christopherson’s incentive mix and covenant package favor long-term value creation and retention, with earnings discipline and capital returns central to payouts—constructive signals for margin quality and cash returns in a normalization environment .