John Adamson

About John Adamson

John J. Adamson, 54, is Executive Vice President and Chief Information Officer of Floor & Decor, responsible for technology, strategic applications, cybersecurity, data, and infrastructure. He joined FND as CIO in 2012, was promoted to SVP in 2015, and to EVP in February 2025; he holds a B.S. in Management Information Systems from Auburn University and previously held roles at Accenture, PeopleSoft, and Home Depot (most recently Director of Merchandising Systems) . Company performance context: FY2024 net sales grew 0.9% to $4,455.8 million and gross margin expanded 120 bps to 43.3%; FY2024 net income was $205.9 million, and the value of a $100 TSR investment (2019–2024 framework) stood at $200.93 as of 12/26/2024 .

Past Roles

External Roles

• No external directorships or outside public-company roles were disclosed for Mr. Adamson in the 2025 proxy’s Executive Officers section .

Fixed Compensation

• Specific base salary and target bonus for Mr. Adamson were not disclosed (he is not a Named Executive Officer in FY2024) .

Performance Compensation

• Annual incentive design (company program for FY2024): two six‑month performance periods with targets set mid-year; metrics and weightings: Net Sales (20%) and EBIT (80%) per half-year . Results yielded a blended full‑year payout of 99.90% of target for NEOs (First Half: 80.5%; Second Half: 119.3%) .

• Long-term equity program (company design for FY2024 grants): 50% RSUs (3-year ratable vesting) and 50% PSUs with 3-year performance period. PSU metrics: three-year average ROIC (20%) and Adjusted EBIT (80%) with threshold/target/max/outcome levels below; PSUs vest upon Compensation Committee certification (CIC double-trigger at target for NEO PSUs) .

Notes: Adjusted EBIT and ROIC are non‑GAAP and defined in the proxy; PSUs generally require continued service through certification . The proxy explains prior PSU cycles (2022/2023) were unlikely to vest given macro assumptions, prompting metric redesign in 2024 .

Equity Ownership & Alignment

• Beneficial ownership (as of March 3, 2025): 55,295 total shares beneficially owned; less than 1% of shares outstanding. Includes 44,866 shares underlying options exercisable within 60 days .
• Form 3 (filed Feb 21, 2025): 16,181 shares of Class A common stock directly owned at that time; derivative holdings below .

Ownership policy and alignment safeguards:

• Stock ownership guidelines: EVPs required to hold 3x base salary; five-year compliance window from appointment/promotion. As of FY2024 year-end, all executive officers and non-employee directors were in compliance .
• Hedging/pledging: Company insider trading policy prohibits short sales, hedging and monetization transactions, and pledging or using Company securities as collateral (applies to directors, officers, and covered persons) . The proxy reiterates prohibition on hedging/pledging in compensation governance .
• Clawbacks: Robust discretionary recoupment policy for executive officers, EVPs, and SVPs covering both performance-vested and time-based incentives upon “Trigger Events” or misconduct, and a Dodd-Frank compliant policy requiring recoupment upon material restatements .

Employment Terms

• Individual employment agreement: Not disclosed for Mr. Adamson in the FY2024 proxy; agreements were described for the CEO, CFO, CAO/CLO, and EVP Merchandising (and until retirement, the President) .
• Company-wide governance terms applicable to executives:
  • Insider trading policy (pre-clearance, blackout periods, no hedging/pledging) .
  • Ownership guidelines (see above) .
  • Clawback policies (discretionary and Dodd-Frank) .
  • No excise or perquisite tax gross-ups (program design) .

Risk, Vesting Schedules, and Potential Selling Pressure

• Option expirations in 2027 (aggregate 24,429 options at $21.00) and 2028 (14,931 options at $31.98) represent the nearest maturity “use‑it‑or‑lose‑it” dates that can influence exercise timing as windows open; further expirations extend to 2030–2031 .
• Pledging/hedging prohibitions reduce alignment risks associated with collateralized or hedged positions .
• Litigation/governance context: The Company reported a Delaware derivative litigation settlement hearing schedule in Dec 2024 (Lincolnshire Police Pension Fund v. Taylor, et al.)—an issuer‑level matter, not specific to Mr. Adamson .

Compensation Structure Diagnostics (company program relevance to Adamson)

• FY2024 annual bonus metrics emphasized profitability (EBIT 80%) over sales (20%) and were split into two calibrated six‑month periods given macro volatility; achieved ~100% of target overall .
• LTIs emphasize multi‑year Adjusted EBIT (80%) and ROIC (20%), linking management incentives to earnings scale and capital efficiency through December 2026 .
• Governance support: 2024 Say‑on‑Pay received ~88.4% approval, indicating investor acceptance of the program design and changes, including non-repetition of special grants issued in 2023 .

Investment Implications

• Alignment: Meaningful option holdings (44,866 options exercisable within 60 days as of 3/3/2025) combined with ownership guidelines, a strict no‑hedging/no‑pledging regime, and broad clawbacks, support good alignment between Mr. Adamson and shareholders .
• Retention and protection: No individually disclosed employment agreement for Mr. Adamson suggests less contractual severance visibility versus certain peers (CEO, CFO, CAO/CLO, EVP Merchandising), although company‑wide clawbacks and governance apply; retention relies on long‑tenured role, equity holdings, and program design .
• Trading/watch items: Monitor Form 4s and any 10b5‑1 plans around 2027–2028 option expirations (strike $21–$31.98) for potential exercise‑related supply; note prohibition on pledging limits collateral‑driven selling .
• Execution risk lens: As CIO over cybersecurity and critical systems, Adamson’s remit maps directly to issuer‑stated enterprise risks (cyber/information systems disruptions) overseen by the Audit Committee—continued investment and stability in tech/cyber operations remain pertinent for margin and growth execution .

Sources: Floor & Decor 2025 DEF 14A (Executive Officers, CD&A, ownership, policies, and FY2024 performance) ; Form 3 for John J. Adamson filed 2/21/2025 (holdings and option schedules) ; 8‑K dated 12/13/2024 (litigation hearing schedule) .