Steven Denny
Floor & Decor HoldingsAbout Steven Denny
Steven A. Denny, age 61, is Executive Vice President, Store Operations at Floor & Decor. He joined Floor & Decor in 2013 as a Chief Executive Merchant, was promoted to Senior Vice President, Stores in 2017, and to Executive Vice President, Stores in 2020; he currently oversees all store regions and operations, Pro/commercial and design services, plus eCommerce and marketing, bringing over 35 years of retail and commercial experience including prior roles at Home Depot, Builders Square, BMC West, and Ernst Home & Nursery . Company performance during his executive tenure includes opening 30 new warehouse-format stores in Fiscal 2024, net sales of $4,455.8 million (+0.9% y/y) and gross margin expansion to 43.3% (+120 bps), and opening 31 stores in Fiscal 2023 with net sales of $4,413.9 million and gross margin of 42.1% . Over the 2019–2024 period, total shareholder return indicates a $100 initial investment grew to $200.93 for FND, reflecting long-term value creation through the most recent fiscal year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Floor & Decor | Executive Vice President, Store Operations | 2020–present | Leads all store regions/operations; oversees Pro/commercial, design services, eCommerce, marketing |
| Floor & Decor | Senior Vice President, Stores | 2017–2020 | Scaled store operations capabilities and leadership bench |
| Floor & Decor | Chief Executive Merchant | 2013–2017 | Built store merchandising leadership; foundational operations focus |
| Home Depot | Western Division Field Merchandise Manager | 2000–2013 | Regional merchandising leadership at a top home improvement retailer |
| Builders Square; BMC West; Ernst Home & Nursery | Store operations and merchandising roles | Not disclosed | Broadened multi-format operations experience across home improvement retail |
External Roles
None disclosed in the proxy for Steven Denny .
Fixed Compensation
| Component | Fiscal 2023 | Fiscal 2024 | Notes |
|---|---|---|---|
| Base Salary | Not disclosed | Not disclosed | Denny is an executive officer but not a named executive officer (NEO) in 2023/2024; individual cash pay not disclosed |
| Target Bonus % | Not disclosed | Not disclosed | Company discloses NEO bonus designs; no specific disclosure for Denny |
| Actual Bonus Paid | Not disclosed | Not disclosed | No individual payout disclosed for Denny; NEO bonus payout was 99.90% of target in FY2024 |
Performance Compensation
Company executive incentive designs (applies to NEOs; Denny’s specific awards not disclosed):
FY2024 Annual Bonus Program (two six-month periods)
| Metric | Weighting | First Half 2024 Target | First Half 2024 Actual | First Half Payout % | Second Half 2024 Target | Second Half 2024 Actual | Second Half Payout % |
|---|---|---|---|---|---|---|---|
| Net Sales ($mm) | 20% | 2,323.5 | 2,230.4 | 77.7% | 2,248.6 | 2,225.3 | 89.7% |
| EBIT ($mm) | 80% | 141.9 | 130.6 | 81.2% | 106.7 | 125.5 | 126.7% |
- Combined FY2024 payout: 99.90% of target, driven by below-target first half offset by above-target EBIT in second half .
FY2024 PSUs – three-year performance design (company-wide NEO structure)
| Performance Metric | Weighting | Threshold (50% vest) | Target (100% vest) | Max (150% vest) | Stretch (200% vest) |
|---|---|---|---|---|---|
| Three-Year Average ROIC (%) | 20% | 9% | 10% | 12% | 14% |
| Adjusted EBIT at period end ($mm) | 80% | 370.0 | 440.0 | 475.0 | 510.0 |
- Vesting measured independently for each metric; failure in one does not preclude vesting under the other; certification at end of performance period (Dec 2026) . Adjusted EBIT/ROIC definitions per proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 5,467 shares, including 2,192 options currently exercisable or exercisable within 60 days (ownership <1% of shares outstanding) |
| Shares pledged | Company policy prohibits pledging, hedging, short sales, and speculative derivatives in company stock |
| Stock ownership guidelines | Executive Vice Presidents must hold 3× annual base salary; all executive officers and non-employee directors were in compliance as of Fiscal 2024 year-end |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Not disclosed for Denny; employment agreements are disclosed for certain NEOs only |
| Non-compete / non-solicit | Non-compete/non-solicit terms disclosed for NEOs; Denny-specific terms not disclosed |
| Clawbacks | Robust discretionary recoupment and Dodd-Frank clawback policies covering incentive-based compensation for executives; applies broadly across senior ranks |
| Insider trading controls | Pre-clearance windows; prohibits hedging/pledging; Rule 10b5-1 provisions included |
Performance & Track Record
| Measure | Fiscal 2023 | Fiscal 2024 |
|---|---|---|
| Warehouse-format store openings (count) | 31 | 30 |
| Net sales ($mm) | 4,413.9 | 4,455.8 |
| Gross margin (%) | 42.1% | 43.3% |
| TSR – $100 initial investment value | — | $200.93 (cumulative through FY2024) |
- Section 16 compliance: One late Form 4 for Steven Denny related to withholding of 95 shares on November 2, 2021; subsequently corrected (administrative timing issue) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy, mitigating alignment concerns .
- Minor administrative delinquency (late Form 4) reported for Denny for a 2021 withholding; corrected filing noted .
- Executive ownership guideline compliance achieved company-wide, supporting alignment .
- Company incentive structures emphasize EBIT and ROIC, reducing risk of volume-only growth incentives .
Compensation Structure Analysis
- Mix and metrics: Company emphasizes performance-contingent pay via EBIT and ROIC PSUs; annual bonuses heavily weighted to EBIT (80%), supporting profitability discipline .
- Vesting/design changes: FY2024 PSU structure modified from prior cycles to balance achievability under uncertain macro conditions while maintaining ROIC discipline; indicates responsiveness to pay-for-performance outcomes .
- Governance features: Clawbacks (discretionary and Dodd-Frank), ownership guidelines, and prohibition on hedging/pledging reinforce long-term alignment .
Investment Implications
- Alignment: Denny’s role leading Store Operations, Pro/commercial and design services ties directly to core value drivers (store openings, merchandising, service mix). Company-wide incentive metrics (EBIT/ROIC) suggest senior leaders’ variable pay is tied to profitability and capital efficiency, a positive for shareholders .
- Retention/selling pressure: Beneficial ownership is modest (<1%), with 2,192 options currently/exercisable within 60 days, implying limited direct selling pressure; policy prohibitions on pledging/hedging reduce misalignment risks .
- Transparency: Lack of NEO status means limited disclosure of Denny’s individual cash/equity grants; investors should monitor future proxies and 8-Ks for any item 5.02 updates affecting compensation or role scope .
- Execution risk: Store growth continued through a challenging macro, with gross margin expansion; EBIT-weighted bonuses and ROIC-governed PSUs provide incentives aligned to sustained operating leverage and efficient growth—supportive for medium-term equity performance if macro improves .