Thomas Taylor
Floor & Decor HoldingsAbout Thomas V. Taylor
Thomas V. Taylor, age 59, has served as Floor & Decor’s Chief Executive Officer since December 2012 and as a director since December 2012. He spent 23 years at The Home Depot, rising to Executive Vice President of Operations and later Executive Vice President of Merchandising & Marketing, and subsequently was a Managing Director at Sun Capital Partners, serving on over twenty portfolio company boards before joining Floor & Decor . He is currently a director of National Vision Holdings, Inc. (NASDAQ: EYE) and Cooper’s Hawk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot | Executive Vice President of Operations; Executive Vice President of Merchandising & Marketing | 1983–2006 | Led operations and merchandising across all stores |
| Sun Capital Partners | Managing Director; Board member for 20+ portfolio companies | ~2006–2012 | Extensive board governance across U.S. and Europe |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Vision Holdings, Inc. (NASDAQ: EYE) | Director | Current (as of proxy date) | Not disclosed |
| Cooper’s Hawk | Director | Current (as of proxy date) | Not disclosed |
Board Governance
- Committee assignments: None (Taylor is management; not on Audit, Compensation, or Nominating) .
- Independence status: Not independent (Board designated nine other directors as independent) .
- Attendance: All directors attended at least 75% of Board/committee meetings; all directors on the Board in fiscal 2024 attended the 2024 annual meeting .
- Board meetings: 4 meetings in fiscal 2024 .
- Leadership structure: Independent Chairman (Norman Axelrod) separate from CEO; executive sessions at least annually .
- Risk oversight: Audit oversees financial/legal/cyber risk; Compensation oversees pay and HCM risk; Nominating oversees independence and sustainability governance .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| CEO Base Salary | $1,060,000 |
| Director Cash Retainer | $0 (no fees for management directors) |
| Committee Chair/Member Fees | $0 (no committee service) |
| Perquisites (Aircraft Policy) – Total | $735,014 (commuting $478,071; personal $256,943) |
| Other Compensation (incl. benefits) | $737,337 (includes aircraft policy and insurance) |
Directors who are not non‑employee directors receive no compensation for board service; Taylor’s compensation is as CEO .
Performance Compensation
Annual Bonus Program Structure and Results (FY 2024)
| Metric | Weight | First Half Target | First Half Actual | First Half Payout | Second Half Target | Second Half Actual | Second Half Payout |
|---|---|---|---|---|---|---|---|
| Net Sales ($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% |
| Period Blended Payout | — | — | — | 80.5% | — | — | 119.3% |
| Bonus Outcome | Amount |
|---|---|
| CEO Target Bonus (125% of salary) | $1,325,000 |
| CEO Actual Bonus Paid | $1,323,675 (99.90% of target) |
Program split FY2024 into two six‑month periods due to macro uncertainty; return to full‑year period expected in FY2025 .
FY 2024 Equity Grants (Granted 2/26/2024)
| Award Type | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|
| RSU | 22,851 | $2,650,030 | 3 annual ratable tranches (years 1–3) |
| PSU (Target) | 22,851 | $2,650,030 (at target) | Vests post 3‑year performance certification; CoC provisions apply |
| PSU (Threshold/Max) | 11,426 / 45,702 | Not applicable | As above |
PSU Performance Metrics (FY2024 Grants; 3‑year period ending Dec 2026)
| Metric | Weight | 50% Vesting | 100% Vesting | 150% Vesting | 200% Vesting |
|---|---|---|---|---|---|
| 3‑Year Avg ROIC (%) | 20% | 9% | 10% | 12% | 14% |
| Adjusted EBIT ($mm) | 80% | $370.0 | $440.0 | $475.0 | $510.0 |
Change‑in‑control protections: if terminated without cause or (for Taylor) resigns for good reason within one year post‑CoC, 100% of target PSUs vest; severance equals 2x salary, prior bonus, average bonus, plus 2x target bonus; employer health premium continuation for 24 months .
Clawbacks, Hedging/Pledging, and Policies
- Robust discretionary clawback for misconduct or material negative restatements; Dodd‑Frank clawback aligned with NYSE/SEC rules (three-year lookback) .
- Hedging, short sales, pledging, and derivative monetization prohibited by insider trading policy .
- No tax gross‑ups for perquisites or excise taxes .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| National Vision Holdings, Inc. (NASDAQ: EYE) | Public company directorship | Current |
| Cooper’s Hawk | Private company board | Current |
Expertise & Qualifications
- Board skills matrix highlights Taylor’s strengths in corporate strategy, consumer goods and retail chains, CEO experience, home improvement, high growth, real estate, and human capital/compensation oversight .
Equity Ownership
| Ownership Detail (as of Mar 3, 2025) | Amount |
|---|---|
| Total beneficial shares | 579,077 (incl. 436,178 currently exercisable/within 60 days options; 33,938 GRAT; 965 shares with sole voting power transferred to son) |
| Ownership as % of outstanding | <1% (asterisk in table) |
| Outstanding RSUs/restricted stock scheduled to vest (aggregate) | 81,488 units across disclosed vesting dates |
| Outstanding PSUs (unearned) | 66,686 (performance period ending 12/25/2025); 22,851 (ending 12/31/2026) |
| Stock ownership guidelines | CEO 5x base salary; executives/directors compliant as of FY2024 |
| Hedging/Pledging | Prohibited by policy |
Insider Trades (FY 2024 realized transactions)
| Transaction | Shares | Value Realized |
|---|---|---|
| Options exercised | 68,397 | $7,695,349 |
| Stock awards vested | 17,068 | $2,070,193 |
Governance Assessment
- Independence and committee service: Taylor is a management director (not independent) with no committee assignments, which limits his involvement in oversight committees but aligns with best practice of independent composition on Audit/Compensation/Nominating .
- Alignment: Significant at‑risk pay with PSUs tied to ROIC and Adjusted EBIT supports long‑term value creation; FY2024 bonus design pragmatically adapted to macro uncertainty with split periods and near‑target payout (99.90%) .
- Policies: Strong governance infrastructure—independent chair, majority independent board (9 of 11), majority voting standard, anti‑hedging/pledging, robust clawbacks, and ownership guidelines (compliant) bolster investor confidence .
- Related‑party exposure: Taylor’s son serves as VP, Merchandising Stores, earning $398,885 in FY2024; the Board states compensation is consistent with peers and ordinary course approval processes—still a potential perceived conflict to monitor (RED FLAG) .
- Perquisites: CEO aircraft commuting/personal travel ($735,014) with no gross‑ups; while justified for productivity/security per policy, such amounts can draw scrutiny (monitor disclosure trend) .
- Change‑of‑control: Double‑trigger PSU vesting at target and 2x salary + 2x target bonus under CoC termination may be viewed as generous; balanced by rigorous clawbacks and majority independent board oversight .
- Say‑on‑Pay: 88.4% approval in 2024 indicates shareholder acceptance of pay structure despite prior special grants; committee discontinued special awards in 2024, a positive signal .
RED FLAGS: Related-party employment of family member (son); high perquisite spending on aircraft; CoC acceleration of PSUs at target .