Ryan Marshall
Floor & Decor HoldingsAbout Ryan Marshall
Ryan Marshall (age 50) has served as an independent director of Floor & Decor since January 2021 and sits on the Compensation Committee. He is President and Chief Executive Officer of PulteGroup, Inc. (PHM) since September 2016, with prior senior roles across Pulte’s homebuilding operations, finance, and divisional leadership—bringing strategic growth, financial, and home construction expertise relevant to Floor & Decor’s commercial business .
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| PulteGroup, Inc. | President & CEO | Sep 2016–present | Leads public homebuilder; strategic growth, financial oversight, commercial relevance to FND |
| PulteGroup, Inc. | President | Feb 2016–Sep 2016 | Oversaw homebuilding operations, marketing, strategy |
| PulteGroup, Inc. | EVP, Homebuilding Operations | Prior to 2016 | Managed core operating functions across markets |
| PulteGroup, Inc. | Area President (Southeast; Florida); Division President (South Florida; Orlando); Area VP Finance | Prior roles | Led P&L, land acquisition, reporting; finance and market risk analysis |
External Roles
| Organization | Role | Tenure/Start | Committees/Impact |
|---|---|---|---|
| PulteGroup, Inc. (NYSE: PHM) | Director | Current | Public company board service alongside CEO role |
| Metro Atlanta Chamber | Board Chair | 2025 | Regional economic leadership; business community engagement |
| Leading Builders of America | Chair | Current | Industry coordination; policy and best practices for homebuilders |
Board Governance
- Committee membership: Compensation Committee member; committee held five meetings in FY2024; composition: Kersey, Marshall, Axelrod (Chair), with Chair transitioning to Kersey after May 7, 2025 .
- Independence: Board affirmed Marshall as an independent director under NYSE rules .
- Attendance: Each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Skills: Board’s matrix highlights Marshall’s corporate strategy, governance, financial expertise, real estate/home improvement, and CEO experience .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $90,000 | Reflects $80,000 annual cash retainer plus $10,000 Compensation Committee non-chair member fee |
| Committee chair fees | $0 | Not a chair in FY2024 |
| Meeting fees | $0 | No per-meeting fees disclosed |
Performance Compensation
| Equity Grant | Units | Fair Value ($) | Vesting |
|---|---|---|---|
| FY2024 Director RSU grant | 1,208 | $140,092 | Vests in full on first anniversary of grant, subject to continued service |
| RSUs outstanding (12/26/2024) | 2,673 | N/A | Mix of current and prior-year director grants; no performance conditions for director RSUs |
Other Directorships & Interlocks
| Company | Role | Interlock Type | Notes |
|---|---|---|---|
| PulteGroup, Inc. (PHM) | CEO & Director | Customer relationship | FND subsidiaries entered regional supply agreements with Pulte on Aug 12, 2023; Marshall does not participate or benefit directly; Audit Committee deemed ordinary-course, arms’-length prior to approval |
| Metro Atlanta Chamber | Board Chair | External civic | Not a commercial interlock with FND; governance/leadership network |
| Leading Builders of America | Chair | Industry association | Not a direct FND interlock; sector expertise and relationships |
Expertise & Qualifications
- Public-company CEO with strategic growth and financial expertise, plus direct home construction domain knowledge relevant to Floor & Decor’s commercial surfaces strategy .
- Contributions expected in corporate strategy, governance, and commercial B2B expansion; recognized for risk oversight and human capital/compensation perspectives per Board skills matrix .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 5,542 shares; <1% of outstanding |
| RSUs outstanding (director) | 2,673 units |
| Options held (director) | None held by directors as of 12/26/2024 |
| Hedging/pledging policy | Prohibits hedging, short sales, options/derivatives on FND stock, and pledging/margin use; Rule 10b5‑1 plan provisions included |
| Stock ownership guidelines (directors) | 5x annual cash retainer; all executives and non-employee directors were in compliance as of FY2024 year-end |
Governance Assessment
- Board effectiveness and engagement: Marshall is active on the Compensation Committee (five meetings), meets independence standards, and the Board’s attendance metrics indicate adequate engagement; committee leadership transitions reflect ongoing refreshment and governance rigor .
- Compensation alignment: Director pay structure balances cash retainer with equity; ability to elect RSUs for cash fees strengthens alignment. Marshall received $90,000 cash and $140,092 in RSUs for FY2024; RSUs vest after one year, reinforcing shareholder alignment without short-term incentives .
- Ownership alignment: Beneficial ownership plus outstanding RSUs, combined with stringent anti-hedging/pledging policy and 5x-retainer ownership guideline compliance, supports skin‑in‑the‑game and downside alignment .
- Potential conflicts: Commercial agreements with Pulte create a perceived interlock risk; mitigants include Audit Committee pre-approval, ordinary-course classification, arms’-length terms, and Marshall’s non-participation/non-benefit, preserving independence determinations .
- Shareholder signals: Prior say-on-pay support at 88.4% (2024) indicates general investor confidence in compensation governance; Korn Ferry engaged as independent advisor, with annual conflict reviews and clawback policies (both discretionary and Dodd‑Frank) enhancing governance quality .
RED FLAGS: Related-party exposure via Pulte agreements (mitigated by Audit Committee oversight and Marshall’s recusal) .
WATCH ITEMS: Continued monitoring of Pulte–FND commercial volume and any expansion of scope; verify sustained independence assessments in future proxies .