BlueLinx Holdings Inc.BXC
BlueLinx Holdings Inc. Stock Compensation Disclosure
Share-Based Compensation
The Company maintains the BlueLinx Holdings, Inc. 2021 Long-Term Incentive Plan (the “2021 Plan”), which permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance units, cash-based awards, and other share-based awards to eligible employees and board members who are selected by the Company’s board of directors or a committee of the board of directors. The Company reserved 750,000 shares of its common stock for issuance under the 2021 Plan.
At any time, the number of remaining shares available for future grants against the 750,000 share authorization is determined by: subtracting the number of shares associated with grants that have been issued under the 750,000 share authorization, whether vested or unvested; adding the number of shares associated with those grants that have been either subsequently forfeited or cancelled; and adding the number of shares that were repurchased by the Company at vesting to satisfy employee payroll withholding taxes for grants, other than any grants of SARs or stock options, that were issued against the 750,000 share authorization. Additionally, shares available for issuance under the 2021 Plan include certain shares associated with grants made under the Company’s prior equity compensation plans, as follows: forfeitures and cancellations of grants that occur after May 20, 2021, and shares repurchased by the Company to satisfy employee payroll withholding taxes for grants, other than any grants of SARS or stock options, that vest after May 20, 2021. As of January 3, 2026, there were 343,831 shares of common stock available for issuance pursuant to future equity-based compensation awards under the 2021 Plan.
The Company typically issues new shares of its common stock to participants upon the exercise or vesting of vested grants out of the total amount of common shares available for issuance under the aforementioned plan. The 2021 Plan does not permit the payment of dividends or dividend equivalents on unvested grants that include underlying shares of the Company’s common stock.
During fiscal 2024 and 2023, the Company issued service-based and performance-based RSU grants to eligible employees and members of the Company’s board of directors. During fiscal 2025, the Company issued service-based and market-based RSU grants to eligible employees and members of the Company’s board of directors. Performance-based and market-based grants typically also have a service requirement for vesting, similar to the service-based awards. Each RSU represents a contingent right to receive one share of our common stock at a future date.
Service-Based Restricted Stock Units (Time-based)
Service-based RSUs are issued to eligible employees and members of the Company’s board of directors. Service-based RSUs issued to members of the Company’s board of directors typically vest over a one-year service vesting period, although a pro-rated portion of the award may vest and settle prior to the one-year period with the remainder forfeited if the director is not standing for re-election or upon retirement from the Company’s board of directors. Service-based RSUs issued to employees of the Company typically vest ratably over a three-year service vesting period.
The following table summarizes activity for service-based RSUs for fiscal years 2025, 2024, and 2023:
| Time-Based | |||||||||||
| Number of Awards | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding as of December 31, 2022 | 264,360 | $ | 55.07 | ||||||||
| Granted | 158,276 | 90.49 | |||||||||
| Vested | (170,066) | 50.30 | |||||||||
| Forfeited | (50,264) | 75.67 | |||||||||
| Outstanding as of December 30, 2023 | 202,306 | 82.25 | |||||||||
| Granted | 153,429 | 103.69 | |||||||||
| Vested | (105,216) | 79.45 | |||||||||
| Forfeited | (40,236) | 94.21 | |||||||||
| Outstanding as of December 28, 2025 | 210,283 | 97.08 | |||||||||
| Granted | 250,637 | 72.26 | |||||||||
| Vested | (104,701) | 97.08 | |||||||||
| Forfeited | (54,647) | 87.48 | |||||||||
| Outstanding as of January 3, 2026 | 301,572 | 77.85 | |||||||||
The total fair value of service-based RSUs that vested in fiscal 2025, 2024, and 2023 was $7.4 million, $11.0 million and $14.3 million, respectively. If all grant recipients provide the required service to the Company over the remaining vesting periods, all 301,572 of the outstanding time-based RSUs are expected to vest.
Performance-Based Restricted Stock Units
Performance-based RSUs are issued to eligible employees and typically vest over a three-year period based on the achievement of performance goals based on three-year cumulative adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) of the Company and three-year average return on working capital (“ROWC”) for the Company. The grant recipient must also typically complete a three-year service vesting period.
Expense for fiscal year 2024 included a credit of $4.3 million related to cumulative adjustments for performance-based RSUs granted in 2022 and 2023. At the time of the expense adjustments in fiscal 2024, the performance metrics for the 2022 performance-based RSUs were expected to be partially achieved while the performance metrics for the 2023 performance-based RSUs were not expected to be achieved. Based on the partial achievement of the performance metrics through the end of the
performance period on June 28, 2025 for the 2022 performance-based RSUs, a total of 5,780 shares of common stock were issued with a grant-date fair value of $0.4 million and 34,275 of the RSUs expired unvested in fiscal 2025.
Expense for fiscal year 2025 includes a credit of $1.2 million related to cumulative adjustments for performance-based RSUs granted in 2024. At the time of the expense adjustments in fiscal 2025, the performance metrics for the 2024 performance-based RSUs were not expected to be achieved.
No performance-based RSUs were granted in fiscal 2025.
The following table summarizes activity for performance-based RSUs for fiscal years 2025, 2024 and 2023. The number outstanding as of December 30, 2023, December 28, 2024, and January 3, 2026 include all then-outstanding performance-based RSUs, including those for which the performance criteria were not expected to be achieved at or before the applicable vesting periods.
| Performance-Based | |||||||||||
| Number of Awards | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding as of December 31, 2022 | 61,049 | $ | 66.81 | ||||||||
| Granted | 77,785 | 92.44 | |||||||||
| Forfeited | (23,436) | 75.11 | |||||||||
| Outstanding as of December 30, 2023 | 115,398 | 82.40 | |||||||||
| Granted | 44,828 | 98.07 | |||||||||
| Forfeited | (24,779) | 88.84 | |||||||||
| Outstanding as of December 28, 2024 | 135,447 | 86.29 | |||||||||
| Vested | (5,780) | 71.15 | |||||||||
| Forfeited or expired | (50,858) | 77.99 | |||||||||
| Outstanding as of January 3, 2026 | 78,809 | 94.61 | |||||||||
Based on the expected achievement of the performance metrics as of January 3, 2026, none of the 78,809 outstanding performance-based RSUs are expected to vest.
Market-Based Restricted Stock Units
During fiscal 2025, the Company issued RSUs to certain members of senior management that vest based on the performance of the Company’s common stock and total shareholder return over a three-year period compared to a group of other public companies that also serve the building products industry. The grant recipients must also provide service to the Company over the three-year period in order for these market-based RSUs to vest.
| Market-Based | |||||||||||
| Number of Awards | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding as of December 28, 2024 | — | $ | — | ||||||||
| Granted | 56,966 | 89.96 | |||||||||
| Forfeited | (2,770) | 89.96 | |||||||||
| Outstanding as of January 3, 2026 | 54,196 | 89.96 | |||||||||
Based on an interim assessment of the market-based metrics through January 3, 2026, the Company expects that approximately 45% of the outstanding market-based RSUs will vest. This estimate will likely change over the course of the three-year evaluation period that ends June 30, 2028.
Compensation Expense
During fiscal years 2025, 2024 and 2023, the Company recognized share-based compensation expense of $11.3 million, $7.7 million, and $12.1 million, respectively. The Company recognized related income tax benefits in fiscal years 2025, 2024 and 2023 of $3.3 million, $2.8 million, and $2.6 million, respectively.
As of January 3, 2026, there was approximately $26.4 million of unrecognized compensation expense associated with all of the unvested RSUs and $21.6 million excluding the outstanding 2023 and 2024 performance-based RSUs that are not currently expected to vest. The unrecognized compensation expense is expected to be recognized over a weighted average term of approximately 2.04 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Feb 24, 2026 | Showing above |
| 2024 | Feb 18, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Mar 3, 2021 | |
| 2019 | Mar 11, 2020 | |
| 2018 | Mar 13, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 28, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.