ex24-03022022_050315.htm

0001415889-22-002202.txt : 20220302 0001415889-22-002202.hdr.sgml : 20220302 20220302200129 ACCESSION NUMBER: 0001415889-22-002202 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220223 FILED AS OF DATE: 20220302 DATE AS OF CHANGE: 20220302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAYMAN ERSAN CENTRAL INDEX KEY: 0001913962 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38070 FILM NUMBER: 22706140 MAIL ADDRESS: STREET 1: C/O FLOOR & DECOR HOLDINGS, INC. STREET 2: 2500 WINDY RIDGE PARKWAY SE CITY: ATLANTA STATE: GA ZIP: 30339 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Floor & Decor Holdings, Inc. CENTRAL INDEX KEY: 0001507079 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 273730271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY, SE CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 404-471-1634 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY, SE CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: FDO Holdings, Inc. DATE OF NAME CHANGE: 20101206 3 1 form3-03022022_050313.xml X0206 3 2022-02-23 0 0001507079 Floor & Decor Holdings, Inc. FND 0001913962 SAYMAN ERSAN C/O FLOOR & DECOR HOLDINGS, INC. 2500 WINDY RIDGE PARKWAY, SE ATLANTA GA 30339 false true false false EVP - MERCHANDISING Class A common stock, par value $0.001 32153 D Stock Options (right to buy) 7.69 2025-01-28 Class A common stock, par value $0.001 19309 D Stock Options (right to buy) 5.26 2025-01-28 Class A common stock, par value $0.001 12872 D Stock Options (right to buy) 9.99 2026-09-30 Class A common stock, par value $0.001 28320 D Stock Options (right to buy) 21 2027-04-26 Class A common stock, par value $0.001 21428 D Stock Options (right to buy) 31.98 2028-11-02 Class A common stock, par value $0.001 10866 D Stock Options (right to buy) 57.70 2030-02-24 Class A common stock, par value $0.001 3594 D Stock Options (right to buy) 95.68 2031-03-01 Class A common stock, par value $0.001 857 D Includes 2,487 Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Floor & Decor Holdings, Inc. Class A Common Stock. The RSUs vest ratably over four years. 1,365 RSUs have partially vested, and will continue to vest, ratably on February 24 in each of 2021, 2022, 2023 and 2024. 1,122 RSUs have partially vested, and will continue to vest, ratably on March 1 in each of 2021, 2022, 2023 and 2024. The option vested in five equal installments. The five installments vested on January 28 of each of 2016, 2017, 2018, 2019 and 2020. The option vested in five equal annual installments. The five installments vested on September 30 of each of 2017, 2018, 2019, 2020 and 2021. The option vests in five equal annual installments. The first four installments vested on April 26 of each of 2018, 2019, 2020 and 2021. The remaining installment will vest and become exercisable on April 26, 2022. The option vests in four equal annual installments. The first three installments vested on November 2 of each of 2019, 2020 and 2021. The remaining installment will vest and become exercisable on November 2, 2022. The option vests in four equal annual installments. The first installments vested on February 24, 2021. The remaining installments will vest and become exercisable on February 24 of each of 2022, 2023 and 2024. The option vests in four equal installments. The first installment vested on March 1, 2022. The remaining installments will vest and become exercisable on March 1 of each of 2023, 2024 and 2025. /s/ Monica Shilling, by Power of Attorney 2022-03-02 EX-24 2 ex24-03022022_050315.htm ex24-03022022_050315.htm

Exhibit 24.1

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING PURPOSES

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Trevor Lang, David Christopherson and Monica Shilling, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1)

execute for, and on behalf of, the undersigned, in the undersigned’s capacity as an officer and/or director of Floor & Decor Holdings, Inc. (the “Company”), Forms 3, 4 and 5 relating to the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”);

(2)

seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to any attorney-in-fact and further approves and ratifies any such release of information;

(3)

do and perform any and all acts for, and on behalf of, the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, 4 or 5, and any amendments thereto, or other required report and timely file such forms or reports with the U.S. Securities and Exchange Commission, The New York Stock Exchange and any stock exchange or similar authority as considered necessary or advisable under Section 16(a) of the Exchange Act; and

(4)

take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s sole discretion.

The undersigned hereby acknowledges that (a) the foregoing attorneys-in-fact are serving in such capacity at the request of the undersigned; (b) this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information; (c) any documents prepared and/or executed by any attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact, in his or her sole discretion, deems necessary or advisable; (d) neither the Company nor any attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (e) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked as to any attorney-in-fact by the undersigned in a signed writing delivered to such attorney-in-fact.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of March, 2022.

By: /s/ Ersan Sayman

Name: Ersan Sayman

[Signature Page to Limited Power of Attorney (Section 16)]