Sector: Consumer Discretionary
FLOOR DECOR HOLDINGS INC CLASS A · Meeting: May 6, 2026
Directors FOR
3
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Election of 11 Directors for a One-Year Term Expiring in 2027
Against Analysis
Mr. Axelrod has served on the board since November 2010, giving him full overlap with the period of severe underperformance. Over the past three years, Floor & Decor's stock lost roughly 44% while the company's own disclosed peer group gained about 21% — a gap of more than 65 percentage points, well above the 20-point trigger that applies when a stock has fallen in absolute terms. The five-year picture is equally poor, so the longer-track-record mitigant does not apply, and a vote against is warranted.
Mr. Giles joined the board in April 2021, giving him close to full overlap with the three-year underperformance period. Floor & Decor's stock fell roughly 44% over three years while the peer group gained 21%, a gap of more than 65 percentage points that far exceeds the policy's 20-point trigger. The five-year data does not provide relief because the five-year gap is similarly large, so a vote against is warranted. His financial expertise is acknowledged, but the sustained underperformance under his tenure triggers the policy threshold.
Mr. James joined the board in September 2021, giving him close to full overlap with the three-year underperformance window. The stock's 65-point gap versus the peer group median far exceeds the 20-point policy trigger, and the five-year picture offers no mitigant. A vote against is warranted based on the sustained underperformance during his tenure.
Mr. Marshall is the sitting CEO of PulteGroup and also serves on the Floor & Decor board, which means he holds two public company board seats — the maximum allowed under the policy for a sitting CEO before the overboarding trigger fires. Additionally, he has served since January 2021 and has full overlap with the three-year period in which Floor & Decor's stock underperformed its peer group by more than 65 percentage points, well above the 20-point threshold. Both the overboarding rule and the TSR trigger independently support a vote against.
Mr. Taylor has been a director since 2012 and served as CEO throughout the entire three-year underperformance period, giving him maximum overlap and maximum accountability. Floor & Decor's stock fell roughly 44% over three years while the company's own peer group gained 21% — a 65-point gap that far exceeds the 20-point threshold. The five-year data is equally poor, eliminating any mitigant. As the policy explicitly states, executive directors are subject to the same TSR trigger as all other directors, independent of the Say on Pay vote.
Ms. Thornton has served since April 2017 and has full overlap with the underperformance period. The 65-point gap between Floor & Decor's three-year stock performance and its peer group median far exceeds the 20-point policy threshold, and the five-year record provides no relief. A vote against is warranted.
Mr. West is the company's founder and has been a director since 2000, giving him complete overlap with all underperformance periods. The three-year TSR gap of 65 points versus the peer median far exceeds the 20-point policy threshold, and the five-year picture is equally poor. A vote against is warranted.
Mr. Young became CEO of Sun Communities in October 2025 and currently sits on both that board and the Floor & Decor board, meaning he holds two public company seats as a sitting CEO — triggering the overboarding rule. He also joined the Floor & Decor board in January 2021 and has full overlap with the three-year underperformance period in which the stock trailed the peer group by more than 65 percentage points. Both triggers independently support a vote against.
For Analysis
Ms. Aried joined the board in January 2025, less than 24 months ago, so she is exempt from the stock performance trigger; her digital and technology background is relevant to Floor & Decor's strategy, and she serves on the Audit Committee with no independence concerns.
Ms. Kersey joined the board in May 2023, less than 24 months before the filing date of March 2026, placing her within the 24-month new-director exemption from the stock performance trigger; her human capital expertise is relevant and no other policy concerns apply.
Mr. Paulsen joined the board in December 2025, less than 24 months ago, so he is fully exempt from the TSR trigger; as the incoming CEO he brings direct operational accountability, and no other policy concerns apply.
The board faces significant accountability concerns: Floor & Decor's stock has fallen roughly 44% over the past three years while the company's own peer group gained about 21%, a gap of 65 percentage points that far exceeds the policy's threshold. Seven of the eleven nominees have tenure long enough to trigger the underperformance rule, and two sitting CEOs (Marshall of PulteGroup and Young of Sun Communities) also violate the overboarding policy. Only Ms. Aried, Ms. Kersey, and Mr. Paulsen — all of whom joined within the past 24 months — avoid the TSR trigger and receive FOR votes.
CEO
Thomas V. Taylor
Total Comp
$10,667,062
Prior Support
96.5%%
CEO Thomas Taylor received total compensation of approximately $10.7 million for Fiscal 2025, which is within a reasonable range for the CEO of a specialty retailer with roughly $4.7 billion in revenue and a $5.5 billion market cap. The pay structure is well-designed for performance alignment: roughly 89% of Mr. Taylor's target pay was variable and at-risk, split between an annual cash bonus tied to measurable net sales and EBIT goals and long-term equity awards split evenly between time-vested restricted stock awards and performance stock awards tied to ROIC and Adjusted EBIT targets. The bonus payout of 86.3% of target reflects actual performance that fell between threshold and target levels — a result consistent with real pay-for-performance discipline — and the company received 96.5% shareholder support on last year's Say on Pay vote, indicating no prior-year concerns requiring remediation. The clawback policies are robust and cover both cash and equity compensation, and no policy triggers for a negative vote are present.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,585,625
Non-Audit Fees
$1,395,248
Non-audit and audit-related fees combined (audit-related fees of $1,181,426 plus tax fees of $213,822 = $1,395,248) represent approximately 54% of core audit fees of $2,585,625, which is slightly above the 50% threshold; however, the audit-related fees are largely attributable to a one-time ERP pre-implementation assessment and due diligence, which are non-recurring in nature, and EY is a Big 4 firm appropriate for a $5.5 billion market cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire, and no material restatements are noted. On balance, the one-time nature of the elevated non-audit fees and the absence of any other disqualifying factors support a FOR vote, though the non-audit fee level is noted as a minor flag.
This ballot is dominated by director accountability concerns: eight of eleven nominees receive AGAINST votes because Floor & Decor's stock has dramatically underperformed its own peer group over three years (a 65-point gap against a 20-point policy threshold), with two of those directors also triggering overboarding rules as sitting CEOs of other public companies. The Say on Pay and auditor ratification proposals both pass the policy screens and receive FOR votes, as the executive compensation program shows genuine pay-for-performance discipline and EY's elevated non-audit fees in fiscal 2025 appear to reflect a one-time technology project rather than a structural independence concern.
15 companies disclosed in 2026 proxy filing
