Dwight James
Floor & Decor HoldingsAbout Dwight James
Dwight L. James (age 51) has served as an independent director of Floor & Decor Holdings, Inc. since September 2021. He is Senior Vice President at Delta Air Lines, overseeing Customer Engagement & Loyalty, and serves as CEO of Delta Vacations, with prior roles in pricing/revenue management, international revenue leadership, and as Delta’s Chief Economist. He holds a B.A. in Business Administration from Morehouse College and an MBA from Duke University’s Fuqua School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines | Senior Vice President; CEO, Delta Vacations; previously led pricing/revenue management, international revenue, Chief Economist/revenue forecasting | Since 2009–present | Led development/execution of global revenue strategies and international revenue/profit performance |
| The Home Depot | Strategy & Business Development; At Home Services division executive | 2002–2007 | Strategy, business development, operating execution |
| Deloitte Consulting | Consultant, M&A and Corporate Restructuring | 1997–2002 | Transaction advisory and restructuring expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wheels Up Experience, Inc. (NYSE: UP) | Director | Current | On-demand private aviation provider |
| Cool Girls, Inc. | Advisory Board Council | Current | Community/non-profit engagement |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; Chair is Felicia Thornton .
- Independence: NYSE “independent director” determination affirmed by the Board .
- Attendance/engagement: All directors met at least 75% attendance; all directors on the Board in Fiscal 2024 attended the 2024 annual meeting . Board met 4 times; Nominating Committee met 3 times in Fiscal 2024 .
- Tenure: Director since September 2021 .
- Board refresh and skills: Board skills matrix attributes James with corporate strategy/business development, corporate governance, ethics/social responsibility oversight, consumer goods/retail chains, human capital oversight, international and digital/omni-channel experience .
Fixed Compensation
| Component | Dwight James (FY 2024) | Policy/Notes |
|---|---|---|
| Annual cash retainers | $0 | James elected to receive annual cash retainers in RSUs for FY 2024 . |
| Equity grant (standard annual RSU) | $227,533 (grant-date fair value) | FY 2024 director RSU awards vest in full on first anniversary of grant; standard grant size 1,208 RSUs to each non-employee director . |
| RSUs outstanding (12/26/2024) | 1,962 RSUs | Includes standard 1,208 RSUs plus additional RSUs from cash retainer election; outstanding as of year-end . |
Director fee schedule (FY 2024):
- Annual cash retainer $80,000; non-executive Board Chair +$125,000; Audit Chair +$25,000; Compensation Chair +$20,000; Nominating Chair +$20,000; non-chair members: Audit +$10,000; Compensation +$10,000; Nominating +$7,500. Directors may elect to take retainers in RSUs vesting in one year; James elected RSUs .
Performance Compensation
| Grant Type | Size/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs (standard) | 1,208 RSUs to each non-employee director | Vest in full on first anniversary of grant | None (time-based vesting only) |
| RSUs in lieu of cash retainers (election) | Variable; James elected RSUs for all retainers | Vest in full on first anniversary of grant | None (time-based vesting only) |
Directors at FND do not receive performance-based equity; RSUs vest based on service only (no EBIT/TSR metrics) .
Other Directorships & Interlocks
| Company | Relationship to FND | Conflict Review/Status |
|---|---|---|
| Delta Air Lines (employer) | Corporate Incentive Agreement for business travel entered Nov 1, 2023 | Audit Committee determined ordinary course, arms’ length; James did not participate and does not benefit directly; independence maintained . |
| Wheels Up Experience, Inc. | No disclosed transactions with FND | External board role disclosed; no FND-related dealings noted . |
Expertise & Qualifications
- Digital/omni-channel, customer loyalty, revenue management, international operations, corporate strategy; retail experience via Home Depot .
- Education: B.A. Morehouse; MBA Duke Fuqua .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Dwight L. James | 6,218 | <1% | Beneficial ownership as of March 3, 2025 . |
| RSUs outstanding (non-employee director) | 1,962 | n/a | RSUs outstanding at 12/26/2024 . |
Stock ownership alignment and restrictions:
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer; compliance confirmed for all directors as of FY 2024 year-end .
- Hedging/pledging prohibited; short sales and derivatives barred; 10b5‑1 provisions and preclearance in insider trading policy .
- Clawbacks: Robust recoupment and Dodd-Frank-compliant clawback policies in place .
Insider filings:
| Date | Filing | Notes/Link |
|---|---|---|
| Feb 25, 2025 | Form 4 | James Dwight Lamar (Director) filed Form 4 for FND . |
Governance Assessment
- Board effectiveness and independence: James is NYSE-independent, actively engaged via Nominating & Governance participation, with Board and committee meetings attended in line with expectations; overall Board conducted 4 meetings and Nominating held 3 in FY 2024 .
- Alignment and incentives: Election to receive retainers in RSUs increases equity alignment; adherence to 5x retainer ownership guideline strengthens skin-in-the-game; no hedging/pledging permitted .
- Potential conflicts: Delta business travel agreement represents a related-party exposure; mitigated by Audit Committee pre-approval and arms’ length determination, with James recused/no direct benefit—appropriate handling reduces conflict risk .
- Shareholder signals: FND’s FY 2023 say‑on‑pay support was 88.4%, reflecting investor acceptance of compensation governance; Committee discontinued 2023 special grants in 2024, addressing investor feedback—positive governance responsiveness .
RED FLAGS
- Related-party exposure via Delta travel program; mitigated but should be monitored for terms changes or expansion .
- No other pledging, loans, or related-party payments to James disclosed; directors prohibited from hedging/pledging under policy—reduces alignment risk .
Overall, James brings relevant customer engagement, revenue management, and digital strategy expertise with acceptable independence and alignment. The RSU-heavy director pay and ownership guidelines support investor confidence; continued oversight of the Delta arrangement and disclosure quality remains prudent .