Richard Sullivan
Floor & Decor HoldingsAbout Richard L. Sullivan
Richard L. Sullivan (age 68) is an independent director of Floor & Decor Holdings, Inc. (FND) since April 2017. He is Executive Chairman and Chief Executive Officer of the parent entity of PGA TOUR Superstore (since September 2022), having previously served as President and CEO from 2009–2022. Earlier, he was Chief Marketing Officer at The Home Depot (1992–2002) and EVP/Chief Marketing Officer for the Atlanta Falcons and owner Arthur Blank (2002–2008). He holds a B.S. in Accounting from Roger Williams University. Sullivan serves on FND’s Audit Committee and is designated an “audit committee financial expert.” The Board has affirmatively determined he is independent; he met attendance expectations in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGA TOUR Superstore (parent entity) | Executive Chairman & CEO | Sep 2022–present | Strategic leadership of specialty retail operations |
| PGA TOUR Superstore (parent entity) | President & CEO | 2009–2022 | Built nationwide specialty golf retail footprint |
| The Home Depot | Chief Marketing Officer | 1992–2002 | Led national retail marketing in home improvement |
| Atlanta Falcons / Arthur Blank | EVP & Chief Marketing Officer | 2002–2008 | Oversaw sales, marketing and business functions |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| National Golf Foundation | Chairman of the Board | Current | Previously served on compensation committee |
| Public company boards (count) | Director seats | 1 | Includes Floor & Decor (self-reported in board matrix) |
Board Governance
- Committee memberships: Audit Committee member (Audit Committee held 4 meetings in FY 2024; chair is William Giles). Sullivan is designated an audit committee financial expert and is financially literate under NYSE rules.
- Independence: Board determined Sullivan is independent.
- Attendance: Each director attended at least 75% of Board/committee meetings in FY 2024; all directors attended the 2024 annual meeting. Board held 4 meetings in FY 2024.
- Board leadership: CEO and Chair roles are separated (CEO: Thomas Taylor; Chair: Norman Axelrod). Executive sessions occur at least annually.
- Board refresh: Peter Starrett retired February 28, 2025; all current directors, including Sullivan, nominated for one-year terms at the 2025 annual meeting.
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $90,000 | $140,092 | $230,092 |
| 2023 | $90,000 | $140,089 | $230,089 |
Director fee schedule (non-employee directors):
| Component | Amount |
|---|---|
| Annual cash retainer | $80,000 |
| Chair of the Board (additional) | $125,000 |
| Audit Committee chair (additional) | $25,000 |
| Compensation Committee chair (additional) | $20,000 |
| Nominating Committee chair (additional) | $20,000 |
| Audit Committee member (non-chair) | $10,000 |
| Compensation Committee member (non-chair) | $10,000 |
| Nominating Committee member (non-chair) | $7,500 |
Performance Compensation
| Fiscal Year | Equity Grant Type | Grant Size (RSUs) | Vesting | Notes |
|---|---|---|---|---|
| 2024 | Annual director RSU grant | 1,208 | Vests in full on 1st anniversary of grant | Time-based; directors may elect to receive cash retainers in RSUs |
| 2023 | Annual director RSU grant | 1,550 (most directors) | Vests in full on 1st anniversary of grant | Ms. Kersey received 1,009 RSUs; no options for directors |
No performance-based equity is disclosed for directors; RSUs are service-vested only. Sullivan held no director options as of year-end.
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Transaction | Status |
|---|---|---|---|
| PulteGroup (Ryan Marshall is CEO) | Regional program/supply agreements with FND | Related person (Marshall); audited and deemed ordinary course, arms’ length; Marshall did not benefit | |
| Delta Air Lines (Dwight James is SVP) | Corporate Incentive Agreement for business travel | Related person (James); audited and deemed ordinary course, arms’ length; James did not benefit | |
| Richard L. Sullivan | No disclosed related-party transactions with FND | N/A | None disclosed for Sullivan in FY 2023–2024 |
Expertise & Qualifications
- Audit & financial expertise; designated audit committee financial expert
- CEO experience; corporate strategy; retail chains; home improvement; commercial/B2B
- Human capital/compensation oversight; digital/omni-channel; high-growth operations
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned | 9,189 shares of Class A common stock |
| Shares outstanding (Record Date) | 107,010,712 shares |
| Ownership as % of shares outstanding | ~0.0086% (9,189 ÷ 107,010,712) |
| RSUs outstanding (as of 12/28/2023) | 1,550 RSUs (unvested) |
| Options | None for directors (as of 12/28/2023 and 12/26/2024) |
| Ownership guidelines | Non-employee directors: 5× annual cash retainer; all executive officers and non-employee directors in compliance at FY 2024 year-end |
| Hedging/pledging | Prohibited by insider trading policy |
Governance Assessment
- Board effectiveness: Sullivan strengthens audit oversight (financial expert), with consistent committee service and attendance; Board held 4 meetings in FY 2024, Audit Committee held 4.
- Independence & conflicts: Board affirms Sullivan’s independence; no Sullivan-related party transactions disclosed; related arrangements involving other directors (Pulte, Delta) were pre-approved and arms’ length.
- Compensation alignment: Director pay mix stable year-over-year with modest cash retainer and annual RSUs (time-based vesting), aligning interests via equity while avoiding riskier options.
- Shareholder signals: Say-on-Pay support remained strong (88.4% in 2024; 93.3% in 2023), indicating investor confidence in compensation governance.
- Shareholder rights: 2025 ballot includes governance enhancements (officer exculpation and allowing stockholders holding ≥25% to call a special meeting), reflecting openness to stronger shareholder rights.
- Policies & safeguards: Robust clawback policies (Dodd-Frank and discretionary), no hedging/pledging, annual board self-evaluations; enhances accountability.
Red flags: None disclosed specific to Sullivan. No related-party transactions, hedging/pledging prohibited, attendance met thresholds, and compensation structure remains conventional and modest for directors.
Notes
- Director-specific details (biography, age, committee, expertise):
- 2024 and 2023 director compensation tables and fee schedules:
- Ownership and RSU balances:
- Independence and attendance:
- Say-on-Pay results:
- Governance proposals and board changes: