BLUELINX HOLDINGS INC., DEF 14A filed on 4/10/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 28, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name BlueLinx Holdings Inc.
Entity Central Index Key 0001301787
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
The table set forth below reports, for the past five fiscal years, (i) the compensation of our Principal Executive Officer (PEO), and the average compensation of our other named executive officers (our Non- PEO NEOs), (ii) the “compensation actually paid” to our PEO, and the average of the “compensation actually paid” to our Non-PEO NEOs, each as calculated pursuant to SEC rules, and (iii) certain performance measures required by SEC rules. The table reflects compensation amounts for 3 PEOs: the “3rd PEO”, Mitchell B. Lewis, retired as our President and Chief Executive Officer, effective June 7, 2021; the “2nd PEO”, Dwight Gibson, resigned as our President and Chief Executive Officer, effective March 21, 2023; and the “1st PEO”, Shyam Reddy, was appointed as our President and Chief Executive Officer on March 21, 2023.
Year
​ ​
Summary
Comp.
Table Total
for
1st PEO
($)(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)
($)(9)
​
​
BX
CTSR
($)(6)
​ ​
Peer
Group
TSR
($)(7)
​
(a)
​ ​
(b)
​ ​
(b)
​ ​
(b)
​ ​
(c)
​ ​
(c)
​ ​
(c)
​ ​
(d)
​ ​
(e)
​ ​
(f)
​ ​
(g)
​ ​
(h)
​ ​
(i)
​
2024 ​ ​ ​ ​ 4,709,359 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,285,809 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,238,896 ​ ​ ​ ​ ​ 510,851 ​ ​ ​ ​ ​ 788.75 ​ ​ ​ ​ ​ 229.79 ​ ​ ​ ​ ​ 53,116 ​ ​ ​ ​ ​ 131,356 ​ ​
2023 ​ ​ ​ ​ 4,908,519 ​ ​ ​ ​ ​ 2,848,832 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 5,754,555 ​ ​ ​ ​ ​ 3,354,504 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,308,091 ​ ​ ​ ​ ​ 715,233 ​ ​ ​ ​ ​ 861.67 ​ ​ ​ ​ ​ 209.27 ​ ​ ​ ​ ​ 48,536 ​ ​ ​ ​ ​ 182,804 ​ ​
2022 ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,900,941 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 4,489,375 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,256,926 ​ ​ ​ ​ ​ 2,168,285 ​ ​ ​ ​ ​ 540.76 ​ ​ ​ ​ ​ 131.98 ​ ​ ​ ​ ​ 296,176 ​ ​ ​ ​ ​ 477,742 ​ ​
2021 ​ ​ ​ ​ — ​ ​ ​ ​ ​ 5,283,864 ​ ​ ​ ​ ​ 2,099,958 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 9,725,418 ​ ​ ​ ​ ​ 7,081,834 ​ ​ ​ ​ ​ 1,686,879 ​ ​ ​ ​ ​ 6,330,760 ​ ​ ​ ​ ​ 728.21 ​ ​ ​ ​ ​ 187.59 ​ ​ ​ ​ ​ 296,133 ​ ​ ​ ​ ​ 464,071 ​ ​
2020 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,339,487 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 5,688,095 ​ ​ ​ ​ ​ 1,323,705 ​ ​ ​ ​ ​ 2,048,467 ​ ​ ​ ​ ​ 222.51 ​ ​ ​ ​ ​ 126.06 ​ ​ ​ ​ ​ 80,882 ​ ​ ​ ​ ​ 170,394 ​ ​
​
(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 2020: Alexander Averitt, Kelly Janzen, Susan
O’Farrell 2021: Kelly Janzen, Shyam Reddy
Fiscal 2022: Kelly Janzen, Shyam Reddy, Kevin A. Henry
Fiscal 2023: Kelly Janzen, Kevin A. Henry, Tricia Kinney, Andrew Wamser
Fiscal 2024: Michael Wilson, 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.
​
(5)
In accordance with SEC rules, the following adjustments were made to the total compensation of the 1st PEO for fiscal 2024 to determine his “compensation actually paid” and to the average total compensation of our non-PEO NEOs for fiscal 2024 to determine their average “compensation actually paid.” Prior fiscal years adjustments are disclosed in the Company’s proxy statements filed in fiscal 2024 and fiscal 2023, “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.
​ ​ ​
1st PEO ($)
​ ​
Average for
Non-PEO ($)
​
Summary Compensation Table (SCT)
​ ​ ​
​
4,709,359
 ​ ​ ​ ​
​
1,238,896
 ​ ​
Adjustments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Less: Grant-date fair value of equity award amounts reported in SCT for covered year
​ ​ ​
​
(3,000,003)
 ​ ​ ​ ​
​
(571,334)
 ​ ​
Plus: Year-end fair value of equity awards granted in covered year
​ ​ ​
​
3,186,486
 ​ ​ ​ ​
​
600,988
 ​ ​
Change in fair value of outstanding, unvested awards granted in prior years(10)
​ ​ ​
​
(2,294,972)
​ ​ ​ ​
​
(426,500)
 ​ ​
Fair value as of vesting date for awards granted and vested in covered year
​ ​ ​ ​ — ​ ​ ​ ​
​
12,101
 ​ ​
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
​ ​ ​
​
(315,062)
​ ​ ​ ​
​
(76.303)
 ​ ​
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
​ ​ ​ ​ — ​ ​ ​ ​
​
(266,996)
 ​ ​
Compensation Actually Paid
​ ​ ​ ​ 2,285,809 ​ ​ ​ ​ ​ 510,851 ​ ​
​
(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 28, 2024, 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.
​
(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 28, 2024, December 30, 2023, December 31, 2022, January 1, 2022, and January 2, 2021, assuming an initial investment of $100 on December 28, 2019.
​
(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 28, 2024, December 30, 2023, December 31, 2022, January 1, 2022, and January 2, 2021.
​
(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 2024 to the Company’s performance. Adjusted EBITDA, a non-GAAP measure, is defined and described in “Compensation Discussion and Analysis.”
(10)
Reflects the following adjustments made in fiscal 2024 to reflect estimated achievement probabilities for the performance goals under performance-based restricted stock units as follows: 20% and 0% expected achievement for performance-based restricted stock units granted in fiscal 2022 fiscal 2023, respectively, reduced from 100% expected achievement as of the end of fiscal 2023. Actual achievement of the performance goals will not be known until the end of the 3-year cumulative performance periods and could differ from the estimates reflected herein.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(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 2020: Alexander Averitt, Kelly Janzen, Susan
O’Farrell 2021: Kelly Janzen, Shyam Reddy
Fiscal 2022: Kelly Janzen, Shyam Reddy, Kevin A. Henry
Fiscal 2023: Kelly Janzen, Kevin A. Henry, Tricia Kinney, Andrew Wamser
Fiscal 2024: Michael Wilson, Tricia Kinney, Andrew Wamser
       
Peer Group Issuers, Footnote
(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 28, 2024, December 30, 2023, December 31, 2022, January 1, 2022, and January 2, 2021, assuming an initial investment of $100 on December 28, 2019.
       
Adjustment To PEO Compensation, Footnote
(5)
In accordance with SEC rules, the following adjustments were made to the total compensation of the 1st PEO for fiscal 2024 to determine his “compensation actually paid” and to the average total compensation of our non-PEO NEOs for fiscal 2024 to determine their average “compensation actually paid.” Prior fiscal years adjustments are disclosed in the Company’s proxy statements filed in fiscal 2024 and fiscal 2023, “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.
​ ​ ​
1st PEO ($)
​ ​
Average for
Non-PEO ($)
​
Summary Compensation Table (SCT)
​ ​ ​
​
4,709,359
 ​ ​ ​ ​
​
1,238,896
 ​ ​
Adjustments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Less: Grant-date fair value of equity award amounts reported in SCT for covered year
​ ​ ​
​
(3,000,003)
 ​ ​ ​ ​
​
(571,334)
 ​ ​
Plus: Year-end fair value of equity awards granted in covered year
​ ​ ​
​
3,186,486
 ​ ​ ​ ​
​
600,988
 ​ ​
Change in fair value of outstanding, unvested awards granted in prior years(10)
​ ​ ​
​
(2,294,972)
​ ​ ​ ​
​
(426,500)
 ​ ​
Fair value as of vesting date for awards granted and vested in covered year
​ ​ ​ ​ — ​ ​ ​ ​
​
12,101
 ​ ​
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
​ ​ ​
​
(315,062)
​ ​ ​ ​
​
(76.303)
 ​ ​
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
​ ​ ​ ​ — ​ ​ ​ ​
​
(266,996)
 ​ ​
Compensation Actually Paid
​ ​ ​ ​ 2,285,809 ​ ​ ​ ​ ​ 510,851 ​ ​
       
Non-PEO NEO Average Total Compensation Amount $ 1,238,896 $ 1,308,091 $ 2,256,926 $ 1,686,879 $ 1,323,705
Non-PEO NEO Average Compensation Actually Paid Amount $ 510,851 715,233 2,168,285 6,330,760 2,048,467
Adjustment to Non-PEO NEO Compensation Footnote
(5)
In accordance with SEC rules, the following adjustments were made to the total compensation of the 1st PEO for fiscal 2024 to determine his “compensation actually paid” and to the average total compensation of our non-PEO NEOs for fiscal 2024 to determine their average “compensation actually paid.” Prior fiscal years adjustments are disclosed in the Company’s proxy statements filed in fiscal 2024 and fiscal 2023, “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.
​ ​ ​
1st PEO ($)
​ ​
Average for
Non-PEO ($)
​
Summary Compensation Table (SCT)
​ ​ ​
​
4,709,359
 ​ ​ ​ ​
​
1,238,896
 ​ ​
Adjustments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Less: Grant-date fair value of equity award amounts reported in SCT for covered year
​ ​ ​
​
(3,000,003)
 ​ ​ ​ ​
​
(571,334)
 ​ ​
Plus: Year-end fair value of equity awards granted in covered year
​ ​ ​
​
3,186,486
 ​ ​ ​ ​
​
600,988
 ​ ​
Change in fair value of outstanding, unvested awards granted in prior years(10)
​ ​ ​
​
(2,294,972)
​ ​ ​ ​
​
(426,500)
 ​ ​
Fair value as of vesting date for awards granted and vested in covered year
​ ​ ​ ​ — ​ ​ ​ ​
​
12,101
 ​ ​
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
​ ​ ​
​
(315,062)
​ ​ ​ ​
​
(76.303)
 ​ ​
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
​ ​ ​ ​ — ​ ​ ​ ​
​
(266,996)
 ​ ​
Compensation Actually Paid
​ ​ ​ ​ 2,285,809 ​ ​ ​ ​ ​ 510,851 ​ ​
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_peergroup-4c.jpg]        
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-4c.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_ebitda-4c.jpg]
       
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_peergroup-4c.jpg]        
Tabular List, Table
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
​
       
Total Shareholder Return Amount $ 788.75 861.67 540.76 728.21 222.51
Peer Group Total Shareholder Return Amount 229.79 209.27 131.98 187.59 126.06
Net Income (Loss) $ 53,116,000 $ 48,536,000 $ 296,176,000 $ 296,133,000 $ 80,882,000
Company Selected Measure Amount 131,356,000 182,804,000 477,742,000 464,071,000 170,394,000
PEO Name Shyam Reddy        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description
(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 2024 to the Company’s performance. Adjusted EBITDA, a non-GAAP measure, is defined and described in “Compensation Discussion and Analysis.”
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Return on Working Capital        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Shareholder Return        
Shyam Reddy [Member}          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 4,709,359 $ 4,908,519
PEO Actually Paid Compensation Amount 2,285,809 5,754,555
Dwight Gibson [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 2,848,832 3,900,941 5,283,864
PEO Actually Paid Compensation Amount 3,354,504 4,489,375 9,725,418
Mitchell B. Lewis [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 2,099,958 3,339,487
PEO Actually Paid Compensation Amount $ 7,081,834 $ 5,688,095
PEO | Shyam Reddy [Member} | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,000,003)        
PEO | Shyam Reddy [Member} | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,186,486        
PEO | Shyam Reddy [Member} | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,294,972)        
PEO | Shyam Reddy [Member} | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Shyam Reddy [Member} | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (315,062)        
PEO | Shyam Reddy [Member} | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (571,334)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 600,988        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (426,500)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,101        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (76.303)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (266,996)        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 28, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Although we do not have a formal policy with respect to the timing of our equity award grants, the Committee generally grants equity awards on a predetermined annual schedule, and we do not take material nonpublic information into account when determining the timing and terms of such awards. In addition, we do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We did not grant stock options, stock appreciation rights or similar option-like instruments during fiscal 2024.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 28, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true