Norman Axelrod
Floor & Decor HoldingsAbout Norman H. Axelrod
Independent director (age 72), serving on Floor & Decor’s board since November 2010; Chairman of the Board since December 2011. Former CEO and Chairman of Linens ‘n Things (CEO from 1988 and Chairman starting 1997 until its acquisition in February 2006). Education: B.S. in Management and Marketing (Lehigh University) and M.B.A. (New York University). Committee roles: Compensation Committee Chair until May 7, 2025; continues as non‑executive Chairman of the Board. Independence affirmed by the Board under NYSE rules; met company attendance standards in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linens ‘n Things, Inc. | Chief Executive Officer; Director; Chairman | CEO from 1988–Feb 2006; Chairman from 1997–Feb 2006 | Led large specialty retail chain (home textiles/housewares) through expansion; board leadership experience. |
| GNC Holdings, Inc. | Chairman of the Board | Prior service (dates not specified) | Specialty retail governance leadership. |
| National Bedding Company LLC | Chairman of the Board | Prior service (dates not specified) | Manufacturing oversight in mattress/bedding. |
| Simmons Company | Chairman of the Board | Prior service (dates not specified) | Manufacturing and consumer products oversight. |
| Jaclyn, Inc. | Director | Prior service (dates not specified) | Apparel/handbags industry board experience. |
| Reebok International Ltd. | Director | Prior service (dates not specified) | Global footwear/apparel; brand and supply chain insights. |
| Maidenform Brands, Inc. | Director | Prior service (dates not specified) | Intimate apparel retail/manufacturing. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 99 Cents Only Stores LLC | Director; Chairman of the Board | Director until 2024; Chairman Feb 2018–Feb 2023 | Discount retail governance; audit/chair experience at related entity noted elsewhere in proxy (Thornton). |
| Parent entity of Smart & Final Stores, Inc. | Director | Until 2019 | Warehouse-style food/supply retail oversight. |
| Parent entities of Guitar Center, Inc.; The Neiman Marcus Group LLC | Director | Prior service (dates not specified) | Specialty/luxury retail governance. |
Board Governance
- Structure and leadership: CEO and Chairman roles separated; Thomas V. Taylor is CEO; Norman Axelrod is independent Chairman, presiding over executive sessions at least annually. If Chairman were not independent, the independent directors would elect a Lead Independent Director.
- Committees and cadence: Compensation Committee (Axelrod Chair in 2024; 5 meetings); Audit Committee (4 meetings); Nominating & Corporate Governance (3 meetings). Melissa Kersey becomes Compensation Committee Chair immediately after May 7, 2025.
- Independence and attendance: Board determined Axelrod is independent under NYSE rules; each director attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting.
- Say‑on‑Pay signal: 2024 say‑on‑pay approval ~88.4%; slight decline attributed to special 2023 equity grants (not repeated in 2024). As Compensation Chair, Axelrod oversaw program modifications (e.g., split half‑year bonus targets in 2024 and re‑balanced PSU metrics).
- Compensation consultant oversight: Korn Ferry engaged; Compensation Committee annually reviews consultant independence; no conflicts identified.
- Related‑party transactions: 2024 commercial arrangements disclosed with Pulte (CEO Ryan Marshall, FND director) and Delta (SVP Dwight James, FND director); both approved by Audit Committee as ordinary‑course, arm’s‑length. No Axelrod‑related party dealings disclosed.
Fixed Compensation (Director; Fiscal 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 80,000 | Non‑employee director baseline retainer. |
| Non‑executive Chairman retainer | 125,000 | Additional annual cash retainer for Board Chair. |
| Compensation Committee Chair fee | 20,000 | Additional annual cash retainer for committee chair. |
| Total fees earned (cash) | 225,000 | Reported total cash fees for Axelrod in Director Compensation Table. |
Performance Compensation (Director Equity; Fiscal 2024)
| Grant Type | Grant Date | Shares (#) | Grant‑date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (annual director grant) | 2024 (Board‑approved fiscal year grants) | 1,208 | 140,092 | Vests in full on first anniversary of grant date, subject to continued service. |
| RSUs Outstanding at FY‑end | As of Dec 26, 2024 | 1,208 | — | Outstanding balance reported for Axelrod. |
No options outstanding for directors as of Dec 26, 2024.
Other Directorships & Interlocks
| Company | Relationship to FND | Potential Interlock/Conflict Consideration |
|---|---|---|
| PulteGroup, Inc. | Commercial agreements with FND subsidiaries (Aug 12, 2023); CEO Ryan Marshall is FND director | Determined by Audit Committee to be ordinary‑course, arm’s‑length; Marshall does not participate or benefit directly. |
| Delta Air Lines, Inc. | Corporate Incentive Agreement (Nov 1, 2023); SVP Dwight James is FND director | Determined by Audit Committee to be ordinary‑course, arm’s‑length; James does not participate or benefit directly. |
| Axelrod | No disclosed related‑party transactions | No direct conflict exposure disclosed for Axelrod. |
Expertise & Qualifications
- Retail chains and consumer goods; corporate strategy and M&A; risk oversight; governance; human capital/compensation oversight; real estate; high‑growth environments; CEO experience.
- Board tenure and demographics: 14 years on Board; independent; male; White/Caucasian; currently 1 public company board including FND.
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Norman H. Axelrod | 457,310 | <1% | Beneficial ownership as of March 3, 2025. |
| RSUs Outstanding | 1,208 | — | Unvested RSUs as of FY‑end 2024. |
| Options | 0 | — | No director options at FY‑end 2024. |
| Ownership Guidelines | 5x annual cash retainer (directors) | — | Directors have 5 years to comply; all executives and directors were in compliance as of FY‑end 2024. |
| Hedging/Pledging | Prohibited by policy | — | Insider trading policy bans hedging, short sales, and pledging of company securities. |
Governance Assessment
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Strengths
- Independent non‑executive Chairman with deep retail CEO/chair experience; separation of Chair/CEO roles and annual executive sessions enhance oversight.
- Compensation Committee leadership (through May 7, 2025); robust use of independent consultant; annual risk review and clawback policies (Dodd‑Frank and discretionary) strengthen pay governance.
- Director equity grants (RSUs) and meaningful personal shareholding support ownership alignment; all directors in compliance with ownership guidelines; hedging/pledging prohibited.
- 2024 attendance and participation standards met; board refreshment ongoing; skills matrix shows relevant sector/operator expertise.
-
Watch‑items / potential red flags
- Long tenure (14 years) may raise entrenchment concerns among some investors; offset by ongoing refreshment and independent status.
- 2024 say‑on‑pay declined modestly vs prior years (still ~88.4% support); Compensation Committee (chaired by Axelrod) addressed prior concerns by not repeating 2023 special grants and adjusting incentive structures. Monitor future investor feedback.
- Commercial arrangements with entities connected to other directors exist (Pulte/Delta), though audited and deemed arm’s‑length; no Axelrod‑linked related‑party transactions disclosed.
-
Net view: Governance practices, independence, and ownership alignment are supportive of investor confidence; continued attention to pay design calibration and board refreshment should mitigate tenure optics.
Committee assignments: Compensation Committee (Chair until May 7, 2025); non‑executive Chairman of the Board.
Compensation summary (Fiscal 2024): Cash fees $225,000; equity RSU grant fair value $140,092; total $365,092.
Attendance: ≥75% of Board/committee meetings; all directors attended annual meeting.
Independence: Board affirmed Axelrod’s independence under NYSE rules.