William Giles
Floor & Decor HoldingsAbout William T. Giles
William T. Giles (age 65) has served on Floor & Decor’s Board since April 2021 and is the Audit Committee Chair. He is a former CFO and EVP of Finance at AutoZone (2006–2020) and previously CFO at Linens ‘n Things, with early career roles at Melville, Inc. and PricewaterhouseCoopers. He holds a BS in Accounting and Management from Alfred University and is deemed an NYSE- and SEC-qualified “audit committee financial expert,” serving as an independent director with strong retail finance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoZone, Inc. | CFO; EVP Finance; later EVP Finance, IT & Store Development, Customer Satisfaction | 2006–2020 | Led finance and operations-facing functions at a large-scale retailer; built public-company CFO track record |
| Linens ‘n Things, Inc. | EVP & CFO | 1991–2006 | Retail finance leadership; public-company CFO experience |
| Melville, Inc.; PricewaterhouseCoopers | Finance roles; PwC | Pre-1991 | Foundational accounting/finance training |
External Roles
| Organization | Role | Tenure | Committee/Notes |
|---|---|---|---|
| Brinker International (NYSE: EAT) | Director | Current | Not disclosed in proxy |
| Constellation Brands (NYSE: STZ) | Director | Current | Not disclosed in proxy |
| Autism Speaks | Director | Current | Non-profit board |
| Alfred University | Board of Trustees | Current | Higher-education governance |
| Public company boards (count) | Number of public company boards (incl. FND) | 3 | Time-commitment signal (incl. FND) |
Board Governance
- Committee assignments: Audit Committee Chair; qualifies as an “audit committee financial expert”; independent under NYSE and Rule 10A-3 .
- Attendance and engagement: Board met 4 times in FY2024; Audit Committee met 4 times; all directors attended ≥75% of Board/committee meetings and attended the 2024 annual meeting .
- Independence: Board affirmatively determined Giles is independent; related-party reviews in FY2024 noted arms-length arrangements with Pulte (CEO Ryan Marshall) and Delta (SVP Dwight James), but none involving Giles .
- Risk oversight: As Audit Chair, Giles oversees integrity of financial reporting, internal control framework, ERM (including cybersecurity), and the independent auditor relationship .
Fixed Compensation (Director)
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Standard non-employee director fee |
| Audit Committee Chair fee | $25,000 | Chair premium |
| Total cash (Giles) | $105,000 | Matches Director Compensation Table |
| Equity grant (RSUs) | $140,092 | Grant-date fair value; 1,208 RSUs granted to each non-employee director |
| RSUs outstanding (12/26/2024) | 1,208 | Time-based vest on first anniversary of grant |
| Meeting fees | None disclosed | Structure uses retainers; no per-meeting fees noted |
Performance Compensation (Director)
| Award Type | Performance Metric | Weight | Measurement/Notes |
|---|---|---|---|
| RSUs | None (time-based vesting) | N/A | One-year vest; no performance conditions for directors |
No options outstanding for directors as of 12/26/2024 .
Other Directorships & Interlocks
| Company | Relationship to FND | Nature of Exposure | Notes |
|---|---|---|---|
| PulteGroup (CEO Ryan Marshall is FND director) | Commercial agreements for materials (ordinary-course; arms-length) | Related-party review; independent directors assessed; Giles not involved | Noted as non-material; independence preserved |
| Delta Air Lines (SVP Dwight James is FND director) | Corporate incentive travel agreement | Related-party review; arms-length; Giles not involved | Noted as non-material; independence preserved |
| Brinker International; Constellation Brands | Giles serves as director | No FND transaction disclosed | No FY2024 transactions disclosed with these firms |
Expertise & Qualifications
- Audit & financial expertise; retail CFO background; public-company governance experience .
- Risk oversight, M&A, corporate strategy, consumer goods, retail chains, real estate exposure (skills matrix) .
- Independent director; audit committee financial expert designation .
Equity Ownership
| Item | Amount | % Outstanding | Notes |
|---|---|---|---|
| Total shares beneficially owned | 8,657 | <1% | As of March 3, 2025; includes applicable derivative shares per SEC rules |
| RSUs outstanding (12/26/2024) | 1,208 | — | Director RSUs outstanding; one-year vest |
| Options | None | — | As of 12/26/2024 directors held no options |
| Pledging/hedging | Prohibited | — | Insider Trading Policy prohibits hedging, short sales, and pledging |
| Ownership guideline (director) | 5× annual cash retainer | — | All directors and officers in compliance as of FY2024 year-end |
Governance Assessment
- Strengths: Independent Audit Chair and designated financial expert; active risk oversight over financial reporting, internal controls, and cybersecurity; strong attendance/engagement; alignment via director ownership guidelines; prohibition on hedging/pledging supports investor alignment .
- Compensation structure: Mix of fixed cash retainer plus time-vested RSUs; no meeting fees; grants are modest and time-based, limiting pay-for-performance concerns at the board level .
- Interlocks/conflicts: FY2024 related-party transactions were limited to Pulte and Delta arrangements reviewed and deemed arms-length; no transactions disclosed involving Giles or his outside boards, supporting independence .
- Workload signal: Serves on three public-company boards (including FND) and chairs FND’s Audit Committee—material time commitment that amplifies oversight responsibilities, but independence and attendance thresholds were met .
Say-on-pay context: 2024 Say-on-Pay passed with ~88.4% approval; slight decline linked to special 2023 grants not repeated in 2024—board responsiveness to investor feedback is a positive governance signal .