Business Context and Reporting Period
This Form 8-K Current Report, dated October 28, 2025, pertains to Floor & Decor Holdings, Inc. (NYSE: FND). The filing discloses significant changes to the Company's Board of Directors and executive leadership structure, effective December 26, 2025, which marks the beginning of the Company's 2026 fiscal year.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
- Director Departure: Richard Sullivan will retire from the Board at the end of his current term and will not stand for re-election at the 2026 annual meeting. The departure is not due to any disagreement with the Company.
- CEO Appointment: Bradley S. Paulsen has been appointed as Chief Executive Officer (CEO) and a member of the Board, effective December 26, 2025.
- Executive Chair Appointment: Thomas V. Taylor, the current CEO, will transition to the role of Executive Chair of the Board effective December 26, 2025.
- Executive Compensation Updates: Employment agreements for the CFO, Chief Administrative Officer, and Executive Vice President of Merchandising were amended to enhance severance provisions.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. It details the following compensation terms for the leadership transition:
- Bradley S. Paulsen (New CEO):
- Annual Base Salary: $1,000,000.
- Target Annual Bonus: 125% of base salary.
- Severance (Without Cause/Good Reason): 24 months' salary continuation, pro-rated current year bonus, prior year unpaid bonus, and 24 months of health premiums. Change in control within 12 months adds two times the target bonus.
- Contract Term: Four years with annual renewal options.
- Thomas V. Taylor (Executive Chair):
- Annual Base Salary: $800,000.
- Target Annual Bonus: 100% of base salary.
- Severance (Without Cause): Salary continuation for the remainder of the term, pro-rated current year bonus, prior year unpaid bonus, and health premiums for the remainder of the term. Change in control within 12 months adds two times the target bonus.
- Contract Term: One year with annual renewal options.
- Other Executives (CFO, CAO, EVP Merchandising):
- Amendments add pro-rated current year bonus, prior year unpaid bonus, and 12 months of health premiums to existing 12-month salary continuation severance packages.
- Change in control within 12 months adds 6 additional months of health premiums and one times the target bonus.
Investor Verification Checklist
- Verify the exact effective date of the leadership transition (December 26, 2025) against the Company's fiscal calendar.
- Review the definitive proxy statement filed on March 24, 2025, for detailed background on Bradley S. Paulsen and Thomas V. Taylor as referenced in the filing.
- Confirm the total potential severance liability for the new CEO and Executive Chair under change-in-control scenarios.
- Check for any subsequent filings regarding the retirement of Director Richard Sullivan and the election of new directors at the 2026 annual meeting.