Ersan Sayman

About Ersan Sayman

Ersan Sayman, 52, is Executive Vice President, Merchandising at Floor & Decor (FND). He joined the company in 2003, was promoted to Vice President in 2012, Senior Vice President in 2015, and EVP, Merchandising in 2022. He oversees all merchandising, regional merchandising, and visual merchandising, bringing 30+ years of domestic and international flooring/building materials experience; he holds a B.A. from Dokuz Eylul University (Turkey) . In Fiscal 2024, FND opened 30 warehouse-format stores, grew net sales 0.9% to $4,455.8M, and expanded gross margin by 120 bps to 43.3% . Pay-versus-performance disclosures show cumulative TSR (based on a $100 investment at 12/26/2019) at $200.93 vs. peer index $209.45 in 2024; net income was $205.9M and net sales $4,455.8M .

Past Roles

External Roles

• No external directorships or roles were disclosed in the latest proxy materials .

Fixed Compensation

Performance Compensation

2024 Annual Cash Incentive (two six-month periods)

• Structure: Two six-month performance periods in FY2024; metrics and targets set in Mar-2024 (H1) and Jul-2024 (H2) given macro uncertainty .
• Metrics and weighting: Net Sales 20%, EBIT 80% (single payout after certification) .

• Sayman’s FY2024 actual payout: $317,855 (99.90% of target; 74.9% of base) .

Equity Incentive Awards (granted 2/26/2024)

• Mix: 50% RSUs (time-based), 50% PSUs (performance- and service-based) .
• Grant details for Sayman:

• PSU performance design (3-year period ending Dec 2026): 20% weight on three-year average ROIC (9%/10%/12%/14% map to 50%/100%/150%/200% vesting); 80% weight on Adjusted EBIT ($370M/$440M/$475M/$510M map to 50%/100%/150%/200% vesting). Each metric measured independently with straight-line interpolation .
• Vesting/CoC: Vesting upon Compensation Committee certification after performance period; upon termination without Cause within 1 year following a Change in Control, PSUs vest at 100% of target (for NEOs) .

Equity Ownership & Alignment

Beneficial Ownership (as of March 3, 2025)

• Stock Ownership Guidelines: EVPs required to hold 3x base salary; compliance required within five years; all executive officers were in compliance as of FY2024 year-end .
• Hedging/Pledging: Prohibited for officers, directors, employees, and household members (no hedging, shorting, or pledging/margin) .

Outstanding Equity Awards (FY2024 Year-End)

Scheduled RSU Vesting (as of FY2024 year-end)

Note: The company used $101.07 (12/26/2024 close) for severance valuation of accelerated vesting, which also underpins the market values shown for outstanding awards at year-end .

Employment Terms

Employment Agreement (Other NEOs, including Sayman)

• Termination without Cause/non-renewal/resignation for Good Reason: Cash severance equal to one year of base salary, paid over 12 months; vested options remain exercisable for 90 days (or until original expiry if earlier) .
• “Cause” includes felony/misdemeanor with potential imprisonment, material misconduct/gross negligence, moral turpitude, theft/fraud/material dishonesty, willful failure to perform duties (after cure), material breach (after cure), or unlawful appropriation of a material corporate opportunity .
• “Good Reason” includes material diminution of authority/duties, material base pay reduction, relocation >50 miles from Atlanta metro, or Company’s material breach (after cure) .
• Death within six months prior to next vest date: RSUs/restricted stock scheduled for next vest date vest immediately at death .
• Change in Control + termination without Cause within one year: 100% of target PSUs vest (for other NEOs) .

Quantified Potential Payments (Sayman; assuming 12/26/2024 event date)

Clawback; Tax Gross-Ups; Options Practices

• Robust clawback covering cash and non-cash incentive compensation, including time-vested awards .
• No excise tax gross-ups on CoC; no perquisite tax gross-ups; no hedging/pledging; no discounted option grants or option repricing .

Compensation Structure Analysis

• 2024 short-term plan split into two six-month periods to set achievable targets amid macro uncertainty; resulted in a 99.90% of target payout for NEOs (including Sayman) .
• 2024 PSUs redesigned versus prior cycles: independent metrics for three-year average ROIC (20%) and Adjusted EBIT (80%) with clear threshold/target/maximum levels; change followed prior PSU cycles that were unlikely to vest under earlier constructs .
• Base salary increased from $400,000 (2023) to $430,000 (2024), reflecting expanded duties, while equity remained 50/50 RSU/PSU, maintaining long-term alignment .

Performance & Track Record Indicators

Compensation Peer Group and Say-on-Pay

• Peer group used for 2024 (added Fastenal): Beacon Roofing, Deckers Outdoor, Etsy, Fastenal, Five Below, Lululemon, Ollie’s, Pool, RH, SiteOne, Sleep Number, Tempur Sealy, Ulta, Williams-Sonoma; not used for strict benchmarking .
• 2024 Say-on-Pay approval: ~88.4%; Committee cited investor feedback on 2023 special equity grants (not repeated in 2024) .

Investment Implications

• Alignment: Significant unvested equity (7,303 RSUs; 3,450 target PSUs) and meaningful option holdings align Sayman with long-term value creation; hedging/pledging prohibitions and 3x salary ownership guideline support alignment .
• Near-term selling pressure: Multiple scheduled RSU vests through 2027 (notably in late February each year) can create periodic liquidity events, though policy constraints and ownership guidelines mitigate misalignment risk .
• Retention risk: Standard severance (1x salary) and post-termination 90-day option exercise window provide limited downside protection; unvested PSUs tied to multi-year ROIC and Adjusted EBIT enhance retention through FY2026 performance certification .
• Pay-for-performance: 2024 bonus weighting (80% EBIT) and PSU metrics (ROIC/Adjusted EBIT) focus management on profitable growth and capital efficiency; redesign acknowledges prior PSU non-vesting risk while preserving rigor .
• Governance quality: Robust clawback, no hedging/pledging, no tax gross-ups, and strong say-on-pay support reduce governance red flags, supporting confidence in compensation oversight .