BlueLinx Holdings Inc.
For the period ended May 14, 2026. Filed Apr 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Apr 9, 2026
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Contents
Pay Versus Performance
The table set forth below reports, for the past five 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.
| Year · Summary Comp. Table Total for 1st PEO ($)(1) · Summary Comp. Table Total for 2nd PEO ($)(1) · Summary Comp. Table Total for 3rd PEO ($)(1) · Comp. Actually Paid to 1st PEO ($)(2)(5) · Comp. Actually Paid to 2nd PEO ($)(2)(5) · Comp. Actual Paid to 3rd PEO ($)(2)(5) · Average Summary Comp. Table Total for Non-PEO NEOs ($)(3) · Average Comp. Actually Paid to Non-PEO NEOs ($)(4) · Value of Initial Fixed $100 Investment Based on: · Net Income (000’s) ($)(8) · Adj. EBITDA (000’s) ($)(9) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| BXCTSR ($)(6) · Peer Group TSR ($)(7) | ||||||||||||
| (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2025 | 5,369,222 | — | — | 1,126,322 | — | — | 972,011 | 38,127 | 207.62 | 181.84 | 219 | 82,569 |
| 2024 | 4,709,359 | — | — | 2,285,809 | — | — | 1,238,896 | 510,851 | 354.48 | 182.29 | 53,116 | 131,356 |
| 2023 | 4,908,519 | 2,848,832 | — | 5,754,555 | 3,354,504 | — | 1,308,091 | 715,233 | 387.25 | 166.00 | 48,536 | 182,804 |
| 2022 | — | 3,900,941 | — | — | 4,489,375 | — | 2,256,926 | 2,168,285 | 243.03 | 104.70 | 296,176 | 477,742 |
| 2021 | — | 5,283,864 | 2,099,958 | — | 9,725,418 | 7,081,834 | 1,686,879 | 6,330,760 | 327.27 | 148.81 | 296,133 | 464,071 |
(1)Reflects compensation amounts reported in the Summary Compensation Table for each PEO.
(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.
(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:
Fiscal 2021: Kelly Janzen, Shyam K. Reddy
Fiscal 2022: Kelly Janzen, Shyam K. Reddy, Kevin A. Henry
Fiscal 2023: Kelly Janzen, Kevin A. Henry, Tricia A. Kinney, Andrew Wamser
Fiscal 2024: Michael Wilson, Tricia A. Kinney, Andrew Wamser
Fiscal 2025: C. Kelly Wall, Kimberly DeBrock, Andrew Wamser, Michael Wilson
(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. The “compensation actually paid” in fiscal 2025 resulted in negative values primarily due to the decline in our stock price during 2025 and the awards forfeited by Mr. Wamser during 2025.
(5) In accordance with SEC rules, the following adjustments were made to the total compensation of the 1st PEO for fiscal 2025 to determine his “compensation actually paid” and to the average total compensation of our non-PEO NEOs for fiscal 2025 to determine their average “compensation actually paid.” Prior fiscal years adjustments are disclosed in the Company’s proxy statements filed in fiscal 2025, fiscal 2024 and fiscal 2023, “Pay vs. Performance,” footnote 5. According to SEC guidance, subsequent tables may present only the most recent fiscal year unless material to an understanding of the table and relationships for the most recent fiscal year.
| 1st PEO ($) | Average for Non-PEO ($) | |
|---|---|---|
| Summary Compensation Table (SCT) | 5,369,222 | 972,011 |
| Adjustments | ||
| Less: Grant-date fair value of equity award amounts reported in SCT for covered year | (4,086,804) | (511,286) |
| Plus: Year-end fair value of equity awards granted in covered year | 2,283,427 | 328,713 |
| Change in fair value of outstanding, unvested awards granted in prior years(10) | (2,033,256) | (130,579) |
| Fair value as of vesting date for awards granted and vested in covered year | — | — |
| For awards granted in prior years that vest in the fiscal year, the change in fair value from the end of the prior fiscal year to the vesting date | (406,267) | (33,850) |
| For awards granted in prior years that are determined to fail to meet the applicable vesting conditions (i.e., are forfeited), deduct the amount equal to the fair value at the end of the prior fiscal year | — | (586,882) |
| Compensation Actually Paid | 1,126,322 | 38,127 |
(6)For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of the Company for the measurement periods ended on each of January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022, and January 1, 2022, assuming an initial investment of $100 in the Company’s stock on December 28, 2019.
(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 January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022, and January 1, 2022, assuming an initial investment of $100 on January 2, 2021.
(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 January 3, 2026, December 28, 2024, December 30, 2023, December 31, 2022, and January 1, 2022.
(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 2025 to the Company’s performance. Adjusted EBITDA, a non-GAAP measure, is defined and described in “Compensation Discussion and Analysis.”
(10)Includes adjustments made in fiscal 2025 to reflect estimated achievement probabilities for the performance goals under performance-based restricted stock units granted in fiscal 2024 as follows: 0% expected achievement, reduced from 100% expected achievement as of the end of fiscal 2024. For the performance-based restricted stock units granted in 2022 and 2023, actual and estimated achievement of the performance goals were adjusted in fiscal 2024 and no subsequent adjustments were made in 2025 for these grants. Actual achievement of the performance goals for the unvested performance-based restricted stock units granted in fiscal years 2023 and 2024 will not be known until the end of the 3-year cumulative performance periods and could differ from the estimates reflected herein.
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:
Performance Metrics
Adjusted EBITDA
Return on Working Capital
Total Shareholder Return
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.