Floor & Decor Holdings, Inc. (FND): Chair Thomas Taylor took another position

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Transition of Thomas Taylor from Executive Chair to Chair of the Board
On October 28, 2026, the Board of Directors (the “Board”) of the Company approved the transition of Thomas Taylor from his role as Executive Chair of the Board to the role of non-executive Chair of the Board, effective January 1, 2027. Upon this transition, Mr. Taylor will no longer serve as an executive officer of the Company.
As non-executive Chair, for 2027, Mr. Taylor will receive an annual cash retainer of $95,000 for his service as a member of the Board and an additional annual cash retainer of $100,000 for his service as Chair of the Board. He will also receive an annual equity award with a grant date value of $150,000 for his service as a member of the Board and an additional equity award with a grant date value of $100,000 for his service as Chair of the Board. The compensation for his service as a director, excluding the Chair retainer and Chair equity award, is consistent with that provided to the Company’s other non-employee directors under the Company’s director compensation program for 2026.
Appointment of Lauren Taylor Wolfe to the Board
On October 28, 2026, the Board appointed Lauren Taylor Wolfe as a director of the Company, effective February 1, 2027. Ms. Taylor Wolfe has been appointed to serve on the Audit Committee of the Board. The Board has determined that Ms. Taylor Wolfe qualifies as an independent director under the rules of the New York Stock Exchange and satisfies the additional independence requirements for audit committee members under Rule 10A-3 under the Securities Exchange Act of 1934.
Ms. Taylor Wolfe is Co-Founder and Managing Partner of Impactive Capital, an impact-oriented investment firm she co-founded in 2018. Prior to founding Impactive Capital, she spent a decade at Blue Harbour Group, an investment management firm, where she served as Managing Director and Investing Partner. Ms. Taylor Wolfe currently serves on the board of directors of WEX Inc. and has previously served on the boards of Envestnet, Inc. and HD Supply Holdings, Inc. Ms. Taylor Wolfe holds an M.B.A. from The Wharton School at the University of Pennsylvania and a B.S., magna cum laude, from Cornell University.
There are no family relationships between Ms. Taylor Wolfe and any director or executive officer of the Company. There are no arrangements or understandings between Ms. Taylor Wolfe and any other person pursuant to which she was appointed as a director. There are no transactions involving Ms. Taylor Wolfe that would be required to be reported under Item 404(a) of Regulation S-K.
For 2027, Ms. Taylor Wolfe will receive an annual cash retainer of $95,000 for her service as a member of the Board and an additional annual cash retainer of $12,500 for her service as a member of the Audit Committee, as well as an annual equity award with a grant date value of $150,000, in each case consistent with the Company’s director compensation program for 2026.
Retirement of Norman Axelrod
On October 27, 2026, Norman Axelrod, the Company’s Lead Director, informed the Board of his decision not to stand for reelection at the Company’s 2027 annual meeting of stockholders, expected to be held in May 2027. Mr. Axelrod will continue to serve as Lead Director through the conclusion of the 2027 annual meeting, at which point he will retire from the Board. Mr. Axelrod’s decision not to stand for reelection was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.