BlueLinx Holdings Inc.

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PAY VERSUS PERFORMANCE

The table set forth below reports, for the past four fiscal years, (i) the compensation of our Principal Executive Officer (PEO), and the average compensation of our other named executive officers (our Non- PEO NEOs), (ii) the “compensation actually paid” to our PEO, and the average of the “compensation actually paid” to our Non-PEO NEOs, each as calculated pursuant to SEC rules, and (iii) certain performance measures required by SEC rules. The table reflects compensation amounts for 3 PEOs: the “3rd PEO”, Mitchell B. Lewis, retired as our President and Chief Executive Officer, effective June 7, 2021; the “2nd PEO”, Dwight Gibson, resigned as our President and Chief Executive Officer, effective March 21, 2023; and the “1st PEO”, Shyam Reddy, was appointed as our President and Chief Executive Officer on March 21, 2023.

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(1)

Reflects compensation amounts reported in the Summary Compensation Table for each PEO.

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(2)

Reflects “compensation actually paid” to Messrs. Lewis, Gibson and Reddy, respectively, calculated in accordance with SEC rules, which does not reflect compensation actually earned, realized or received by Messrs. Lewis, Gibson or Reddy.

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(3)

Reflects the average of the compensation amounts reported in the Summary Compensation Table for our non-PEO NEOs for the respective years shown. The following non-PEO NEOs are included in the average figures shown:

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2020: Alexander Averitt, Kelly Janzen, Susan O’Farrell

2021: Kelly Janzen, Shyam Reddy

2022: Kelly Janzen, Shyam Reddy, Kevin A. Henry

2023: Kelly Janzen, Kevin A. Henry, Tricia Kinney, Andrew Wamser

(4)

Reflects the average “compensation actually paid” to our non-PEO NEOs, calculated in accordance with SEC rules, which does not reflect compensation actually earned, realized or received by our non- PEO NEOs.

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(5)

In accordance with SEC rules, the following adjustments were made to the total compensation of the 1 st PEO and 2 nd PEO for fiscal 2023 to determine their “compensation actually paid” and to the average total compensation of our non-PEO NEOs for fiscal 2023 to determine their average “compensation actually paid.” Prior fiscal years adjustments are disclosed in fiscal 2022, “Pay vs. Performance,” footnote 5. According to SEC guidance (128D.03), subsequent tables generally present only the most recent fiscal year unless material to an understanding of the table and relationships for the most recent fiscal year.

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(6)

For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the measurement periods ended on each of December 30, 2023, December 31, 2022, January 1, 2022, and January 2, 2021, assuming an initial investment of $100 in the Company’s stock on December 28, 2019.

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(7)

For the relevant fiscal year, represents the cumulative total shareholder return of the S&P 600 Building Products Index for the measurement periods ended on each of December 30, 2023, December 31, 2022, January 1, 2022, and January 2, 2021, assuming an initial investment of $100 on December 28, 2019.

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(8)

Reflects “Net Income” in the Company’s Consolidated Statements of Operations and Comprehensive Income included in the Company’s Annual Report on Form 10-K for each of the fiscal years ended December 30, 2023, December 31, 2022, January 1, 2022, and January 2, 2021.

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(9)

Adjusted EBITDA is the most important financial performance measure used by the Company to link compensation actually paid to the PEO and non-PEO NEOs in fiscal 2023 to the Company’s performance. Adjusted EBITDA, a non-GAAP measure, is defined and described in “Compensation Discussion and Analysis.”

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(10)

Mr. Henry is also included in the calculation even though he did not receive equity awards in fiscal 2023.

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Financial Performance Measures

As discussed in the “Compensation Discussion and Analysis,” our executive compensation program and compensation decisions reflect the guiding principles of being linked to long-term performance and aligned with stockholder interests. The metrics used within our incentive plans are selected to support these objectives. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s financial performance are as follows:

Relationship Between Compensation Actually Paid and Performance Measures

The following graphs illustrate the relationship between the pay and performance figures that are included in the pay-versus-performance tabular disclosure above. The first graph below illustrates the relationship between our total shareholder return, the total shareholder return of the S&P 600 Building Products Index, and “compensation actually paid” to our NEOs for each applicable fiscal year. The second graph below illustrates the relationship between our net income and “compensation actually paid” to our NEOs for each applicable fiscal year. The third graph below illustrates the relationship between our Adjusted EBITDA and “compensation actually paid” to our NEOs for each applicable year. As noted, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable fiscal years. Net income for fiscal year 2023 was reduced by a one-time charge of $34.9 million, including income tax expense, related to the settlement of our legacy defined benefit pension plan through the purchase of an insurance annuity contract that transfers responsibility for the pension obligations to the annuity.

DIRECTOR COMPENSATION FOR 2023

The following table sets forth the compensation for each person who was a member of our Board for fiscal 2023, other than Mr. Reddy and Mr. Gibson, who each served as the President and Chief Executive Officer of the Company during a portion of fiscal 2023 and whose compensation is reported above in the 2023 Summary Compensation Table.

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(1)

Our directors who are not employees of the Company receive an annual director’s retainer fee that consists of both a cash component and an equity component, as further described below. All directors, including those directors who are employed by the Company, are entitled to reimbursement for travel and out-of-pocket expenses in connection with their attendance at Board and committee meetings, and may, at the discretion of the Board, be entitled to additional fees for special or extraordinary services for or on behalf of our Board or Company.

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For fiscal 2023, the Board approved the following cash retainer arrangements: (i) each non-employee director other than our Chairman of the Board received an annual cash retainer of $90,000 for their services as a director of the Company during fiscal 2023 and (ii) our current Chairman of the Board, Mr. Fennebresque, received an annual cash retainer of $140,000 for his services as Chairman and a director of the Company during fiscal 2023. In addition, for fiscal 2023, the Chair of our Audit Committee received an additional annual cash retainer of $30,000, the Chair of our Human Capital and Compensation Committee received an additional annual cash retainer of $15,000, the Chair of our Nominating and Governance Committee received an additional annual cash retainer of $15,000, and the Chair of our Strategy and Innovation Committee received an additional prorated cash retainer of $5,625, in each case for their service as the Chair of such committee. In addition, Mr. Lewis was paid $250,000 for his special extraordinary efforts and service as Chair of the Strategy and Innovation Committee, upon such committee’s dissolution in fiscal year 2023.

(2)

For fiscal 2023, each non-employee director also received an annual equity award in time-based restricted stock units. To encourage directors to have a meaningful ownership stake in the Company during their tenure on our Board, the outstanding restricted stock units vest one year from the grant date. Prior to 2021, when the units vested, the underlying stock was not delivered to the director until thirty days after the earlier of (i) such director’s retirement from the Board or (ii) ten years from the date of grant. However, given that directors are subject to stock ownership guidelines which require them to hold minimum amounts of Company stock, the Nominating and Governance Committee determined that beginning in 2021 restricted stock unit grants to non-employee directors will both vest and settle in shares of Company stock one year from the grant date. For fiscal 2023, each non-employee director received approximately $135,000 in time-based restricted stock units, and Mr. Fennebresque received approximately $225,000 in time-based restricted stock units for his service as Chairman of the Board. The amounts in this column were calculated based on the grant date fair value of our common stock, in accordance with FASB ASC Topic 718. These awards consisted of restricted stock units, granted on May 18, 2023, with a one-year vesting term. The grant date fair value may not be indicative of the ultimate value the director may receive under these grants.

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(3)

Directors Haas, Lewis and Yancey opted to be part of the Company’s health insurance benefits plan. The portion of the premiums paid by the Company are listed in “All Other Compensation.”

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(4)

Mr. Dhanda joined the Board on May 18, 2023. Fees paid were prorated accordingly.

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Director Stock Ownership Guidelines

Our Director Stock Ownership Guidelines for our non-employee directors were established to align their interests with the long-term interests of our stockholders. During 2022, these guidelines were amended to increase the non-employee director share ownership requirement from a market value equal to at least three times the cash component of the annual Board retainer to five times the cash component of the annual Board retainer. Each director is expected to satisfy these guidelines within five years of joining our Board.