Melissa Kersey
Floor & Decor HoldingsAbout Melissa Kersey
Melissa Kersey (age 50) has served as an independent director of Floor & Decor Holdings, Inc. since May 2023. She is Executive Vice President and Chief Human Resources Officer at Tractor Supply Company, and previously held senior HR leadership roles at McDonald’s USA and Walmart, with earlier experience at Alltel and Target. She holds a B.S. in Business with a communications minor from Emporia State University. At Floor & Decor, she will become Chair of the Compensation Committee effective May 7, 2025, reflecting her deep human capital and compensation oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s USA | SVP & Chief People Officer | Oct 2017 – Jul 2020 | Led people capabilities, high-performing culture initiatives |
| Walmart | Multiple SVP roles (Global HR Transformation & People Services; Chief HR Officer US Stores; Learning & HR Strategy) | 2008 – 2017 | Large-scale HR transformation, US stores HR leadership |
| Alltel | Operations, Distribution, HR, Technology | 8 years (dates not specified) | Cross-functional operations/HR experience |
| Target | Operations, Distribution, HR, Technology | 4 years (dates not specified) | Retail operations and HR exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tractor Supply Company (NASDAQ: TSCO) | EVP & Chief Human Resources Officer | Jun 2020 – present | Oversees compensation/benefits, recruiting, talent, leadership development, engagement & inclusion |
Board Governance
- Committee assignments: Compensation Committee member; Chair effective May 7, 2025 .
- Independence: Board affirmed Kersey as independent under NYSE rules .
- Attendance: Each director attended ≥75% of Board/committee meetings in FY2024; all FY2024 directors attended the 2024 annual meeting .
- Engagement: FY2024 meetings—Board (4), Compensation Committee (5), evidencing active oversight cadence .
- Governance processes: Compensation Committee oversees exec/director pay, human capital matters, and clawback policies; engages Korn Ferry as independent consultant with annual conflicts review (no conflicts) .
- Executive sessions: Board meets in executive session at least annually; current Board leadership separates Chairman (independent) and CEO roles .
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director retainer |
| Compensation Committee member fee | $10,000 | Non-chair member |
| Total cash (FY2024 reported) | $90,000 | Matches retainer + committee fee |
| Equity grant (RSUs) | 1,208 RSUs; grant-date FV $140,092 | Vests in full on first anniversary of grant, subject to continued service |
- Director stock ownership guidelines: 5× annual cash retainer; all executive officers and non-employee directors were in compliance as of FY2024 year-end .
- Hedging/pledging: Prohibited under insider trading policy (short sales, derivatives, hedging/monetization, pledging) .
Performance Compensation
Directors receive time-based RSUs (no performance metrics). For context on Kersey’s committee oversight, FY2024 NEO bonuses used Net Sales and EBIT targets across two six-month periods; actual payouts equaled 99.90% of target.
| Metric | Weight | First Half Threshold | First Half Target | First Half Maximum | First Half Actual | First Half Payout % | Second Half Threshold | Second Half Target | Second Half Maximum | Second Half Actual | Second Half Payout % |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Sales ($mm) | 20% | $2,184.1 | $2,323.5 | $2,457.1 | $2,230.4 | 77.7% | $2,108.0 | $2,248.6 | $2,383.5 | $2,225.3 | 89.7% |
| EBIT ($mm) | 80% | $114.1 | $141.9 | $169.8 | $130.6 | 81.2% | $65.7 | $106.7 | $148.2 | $125.5 | 126.7% |
| Period payout | 80.5% | 119.3% |
Full-year NEO bonus payout 99.90% of target; example payouts: CEO $1,323,675; CFO $354,165 .
Long-term PSU metrics under Kersey’s oversight (FY2024 grants): three-year average ROIC (20% weight) with thresholds at 9%, 10%, 12%, 14% for 50–200% vesting; Adjusted EBIT (80% weight) with targets $370mm–$510mm for 50–200% vesting .
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential Interlock/Notes |
|---|---|---|---|
| Floor & Decor (NYSE: FND) | Director; incoming Compensation Chair | Compensation | Primary board service |
| Tractor Supply (NASDAQ: TSCO) | EVP & CHRO (management role) | N/A | TSCO is included in FND’s rTSR PSU peer group for NEO awards, creating information exposure but no disclosed related-party transactions |
No related-party transactions disclosed involving Kersey; Board reviewed certain ordinary-course arrangements related to other directors (Pulte/Delta) and deemed arms’ length .
Expertise & Qualifications
- Human capital/compensation oversight; corporate governance; retail chains; high-growth scaling .
- Strategic HR leadership across Fortune 500 retail and consumer sectors .
- Brings experience in engagement, inclusion, succession, and talent development aligned to FND’s workforce scale .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding |
|---|---|---|
| Melissa Kersey | 2,217 shares (includes shares per SEC definition) | <1% |
- Ownership guidelines: Non-employee directors must hold 5× annual cash retainer; all non-employee directors compliant at FY2024 end .
- Pledging/hedging prohibited per company policy .
Governance Assessment
- Strengths: Independent status; incoming Compensation Chair role; strong human capital expertise; active Compensation Committee cadence (5 meetings in FY2024); robust clawback frameworks (discretionary policy and Dodd-Frank-compliant) administered by her committee .
- Alignment: Director pay mix balanced—cash retainer plus one-year RSUs; ownership guidelines enforced; hedging/pledging prohibitions support investor alignment .
- Shareholder signals: 2024 Say-on-Pay support at 88.4%—solid but slightly lower due to prior special PSUs; no repeat in FY2024, indicating responsiveness to investor feedback .
- Conflicts/Red Flags: No related-party transactions or attendance shortfalls disclosed for Kersey; mild watch item that TSCO appears in FND’s rTSR PSU peer group, but no transactions or benefits; consultant independence reviewed annually (no conflicts) .
Overall, Kersey’s impending Compensation Chair role and HR expertise should bolster board effectiveness in pay-for-performance, human capital, and clawbacks, with no material conflict indicators disclosed to date .