Felicia Thornton
Floor & Decor HoldingsAbout Felicia Thornton
Felicia D. Thornton (age 61) has served on Floor & Decor’s Board since April 2017 and is currently Chair of the Nominating and Corporate Governance Committee. She brings senior operating and financial experience as former CFO & Treasurer and Interim CEO of 99 Cents Only Stores, Co-CEO/President/COO of DeMoulas Super Market, and CFO/strategy leader at Albertsons; she holds a B.S. in Economics from Santa Clara University and an MBA from USC. She is NACD-certified (NACD Fellow since 2019; Directorship Certification since 2024) and is a member of the Latino Corporate Directors Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 99 Cents Only Stores LLC | Interim CEO | Jun 2019–Mar 2020 | Led stabilization in deep-discount retail |
| 99 Cents Only Stores LLC | CFO & Treasurer | Nov 2015–Aug 2018 | Financial leadership and treasury oversight |
| DeMoulas Super Market, Inc. | Co-CEO, President & COO | Jun 2014–Dec 2014 | Senior operating leadership in supermarkets |
| Knowledge Universe U.S. | CEO | 2006–2011 | CEO of private childhood education company |
| Albertsons | CFO; leader of overall strategy | 2001–2006 | Corporate strategy and finance leadership |
| Ralphs Grocery / Fred Meyer | Strategic and financial roles | 1992–2000 | Executive roles prior to Kroger integration |
| The Kroger Co. | Group VP, retail operations | Post-2000 | Oversaw retail operations at Kroger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pactiv Evergreen Inc. (NASDAQ: PTVE) | Director; Audit Committee | Since Sep 2020 | Audit oversight at packaging supplier |
| Ares Acquisition Corp (SPAC) | Director; Audit Committee | Feb 2021–Dec 2023 | Audit oversight for SPAC |
| Ares Acquisition Corporation II (NYSE: AACT) | Director; Audit Chair | Since Apr 2023 | Leads audit committee |
| 99 Cents Only Stores LLC | Director; Board Chair; Audit Chair | Board since Feb 2018; Chair Mar 2023–Jan 2025; Audit Chair Nov 2018–Apr 2019 and Feb 2021–Jan 2025 | Board and audit leadership |
| Nordstrom, Inc. | Director | Nov 2010–May 2012 | Public company board experience |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; members include Thornton (Chair), Charles Young, Dwight James; committee held 3 meetings in 2024 .
- Independence: Board determined Ms. Thornton is independent under NYSE rules .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board activity: Board held 4 meetings in 2024 .
- Nominating responsibilities: Oversees Board/committee evaluations, governance practices, sustainability and climate-related oversight; leads ongoing board refreshment .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard for non-employee directors |
| Nominating Committee Chair fee | $20,000 | Chair premium for Nominating Committee |
| Fees earned (cash) | $100,000 | Reported for Ms. Thornton |
| Equity grant (RSUs) | 1,208 units; grant-date FV $140,092 | RSUs vest in full on first anniversary |
| Total director compensation | $240,092 | Cash + equity for FY 2024 |
| RSUs outstanding (12/26/2024) | 1,208 | As of fiscal year-end |
Additional notes:
- No director stock options outstanding as of 12/26/2024 .
- Directors may elect to receive cash retainers in RSUs; RSUs vest after one year .
Performance Compensation
| Equity Instrument | Grant/Structure | Vesting/Performance Conditions |
|---|---|---|
| RSUs (FY 2024) | 1,208 RSUs to each non-employee director | Time-based vesting in full at first anniversary; no performance metrics |
Floor & Decor does not disclose performance metrics tied to director compensation; equity awards are time-based RSUs intended to align director interests with shareholders .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Public boards (incl. FND) | Board skills matrix shows 3 public company boards for Ms. Thornton (includes FND) . |
| Related-party transactions | 2024 related transactions involved Pulte (CEO Ryan Marshall) and Delta (SVP Dwight James); Board deemed arms-length, ordinary course; no disclosures involving Ms. Thornton . |
| Independence review | Board reviewed director relationships and affirmed Ms. Thornton’s independence . |
Expertise & Qualifications
- Board skills matrix reflects qualifications in Corporate Strategy, Corporate Governance, Consumer Goods, Retail Chains, CEO experience, M&A, Risk Oversight, Real Estate, High Growth, Digital/Omni-Channel, Human Capital/Compensation Oversight, International, and Commercial/B2B .
- Education: B.S. Economics (Santa Clara University); MBA (USC) .
- Governance credentials: NACD Fellow (since 2019) and NACD Directorship Certification (since 2024); member of Latino Corporate Directors Association .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 18,609 | Includes 2,600 shares in The Thornton Family Revocable Trust |
| Ownership as % of shares outstanding | ~0.017% | 18,609 owned divided by 107,605,558 outstanding (record date) |
| RSUs outstanding (12/26/2024) | 1,208 | Time-based |
| Options | None outstanding for directors at FY-end | |
| Ownership guidelines | Non-employee directors must hold 5x annual cash retainer; all directors in compliance at FY-end 2024 | |
| Hedging/pledging policy | Insider trading policy prohibits hedging, short sales, pledging Company stock; pre-clearance procedures apply to directors |
Governance Assessment
- Strengths: Independent director; Chair of Nominating and Corporate Governance; strong attendance; robust governance credentials (NACD); equity-based pay aligns interests; compliance with ownership guidelines .
- Oversight: Nominating Committee drives board evaluations, refreshment, and sustainability/climate oversight—positive for governance quality .
- Conflicts: No related-party transactions disclosed involving Ms. Thornton; Board reviewed independence and affirmed status .
- Risk flags: None identified specific to Ms. Thornton; Company policies prohibit hedging/pledging, and Section 16(a) delinquency disclosures did not cite Ms. Thornton .
- Compensation structure: Balanced cash retainer plus time-based RSUs; absence of performance-linked director pay is typical, but investor alignment maintained via RSU grants and ownership guidelines .
Context for shareholder sentiment: 2024 Say-on-Pay passed with ~88.4% support; Korn Ferry engaged for compensation governance with no conflicts identified—signals constructive governance posture and investor engagement .