Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 28, 2023
Dec. 29, 2022
Dec. 30, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance Disclosure
As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our PEO and average “compensation actually paid” to our NEOs and the financial performance of the Company for Fiscal 2023, Fiscal 2022, Fiscal 2021 and Fiscal 2020. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”
Year
​ ​
Summary
Compensation
Table Total for
PEO(1)
​ ​
Compensation
Actually Paid
to PEO(1)(2)
​ ​
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(3)
​ ​
Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)(3)
​ ​
Value of Initial Fixed $100
Investment Based On(4):
​ ​
Net Income
(in millions)(5)
​ ​
Net Sales
(in millions)(6)
​
​
Total
Shareholder
Return(4)
​ ​
Peer Group
Total Shareholder
Return(4)
​
​ ​ ​
(a)
​ ​
(b)
​ ​
(c)
​ ​
(d)
​ ​
(e)
​ ​
(f)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
2023
​ ​ ​ $ 15,516,834 ​ ​ ​ ​ $ 23,458,383 ​ ​ ​ ​ $ 4,631,434 ​ ​ ​ ​ $ 7,186,862 ​ ​ ​ ​ $ 226.42 ​ ​ ​ ​ $ 180.77 ​ ​ ​ ​ $ 246.0 ​ ​ ​ ​ $ 4,413.9 ​ ​
2022
​ ​ ​ $ 6,282,314 ​ ​ ​ ​ $ (14,905,219) ​ ​ ​ ​ $ 1,362,382 ​ ​ ​ ​ $ (1,990,516) ​ ​ ​ ​ $ 141.13 ​ ​ ​ ​ $ 161.70 ​ ​ ​ ​ $ 298.2 ​ ​ ​ ​ $ 4,264.5 ​ ​
2021
​ ​ ​ $ 5,143,661 ​ ​ ​ ​ $ 23,822,167 ​ ​ ​ ​ $ 1,477,609 ​ ​ ​ ​ $ 5,718,110 ​ ​ ​ ​ $ 258.41 ​ ​ ​ ​ $ 201.50 ​ ​ ​ ​ $ 283.2 ​ ​ ​ ​ $ 3,433.5 ​ ​
2020
​ ​ ​ $ 13,929,515 ​ ​ ​ ​ $ 36,101,391 ​ ​ ​ ​ $ 3,339,331 ​ ​ ​ ​ $ 8,352,669 ​ ​ ​ ​ $ 184.59 ​ ​ ​ ​ $ 126.85 ​ ​ ​ ​ $ 195.0 ​ ​ ​ ​ $ 2,425.8 ​ ​
​
(1)
The PEO reflected in these columns for Fiscal 2020, Fiscal 2021, Fiscal 2022, and Fiscal 2023 is Thomas V. Taylor. The dollar amounts reported in column (a) are the amounts of total compensation reported for Mr. Taylor for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to “Executive Compensation — Compensation of our Named Executive Officers — Summary Compensation Table.”
​
(2)
The dollar amounts reported in columns (b) and (d) represent the amount of Compensation actually paid (“CAP”) to our PEO and Non-PEO NEOs. The amounts are calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT for each of the applicable fiscal years. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Taylor or our other non-PEO NEOs during the applicable fiscal year. The fair values of equity compensation are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal 2023 contained in our Annual Report on Form 10-K for the fiscal year ended December 28, 2023, filed with the SEC on February 22, 2024:
​
PEO SCT Total to CAP Reconciliation:
​ ​
2023
​ ​
2022
​ ​
2021
​ ​
2020
​
SCT Total
​ ​ ​ $ 15,516,834 ​ ​ ​ ​ $ 6,282,314 ​ ​ ​ ​ $ 5,143,661 ​ ​ ​ ​ $ 13,929,515 ​ ​
Grant Date Fair Value of Option Awards and
Stock Awards Granted in Fiscal Year
​ ​ ​ $ (13,710,223) ​ ​ ​ ​ $ (3,605,000) ​ ​ ​ ​ $ (1,649,987) ​ ​ ​ ​ $ (11,650,000) ​ ​
Fair Value at Fiscal Year-End of Outstanding
and Unvested Option Awards and Stock
Awards Granted in Fiscal Year
​ ​ ​ $ 17,412,632 ​ ​ ​ ​ $ 2,676,465 ​ ​ ​ ​ $ 2,518,820 ​ ​ ​ ​ $ 20,518,754 ​ ​
Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
​ ​ ​ $ 1,419,609 ​ ​ ​ ​ $ (13,222,876) ​ ​ ​ ​ $ 12,974,839 ​ ​ ​ ​ $ 11,883,343 ​ ​
Change in Fair Value as of Vesting Date of
Option Awards and Stock Awards Granted
in Prior Fiscal Years For Which Applicable
Vesting Conditions Were Satisfied During
Fiscal Year
​ ​ ​ $ 4,157,763 ​ ​ ​ ​ $ (7,036,122) ​ ​ ​ ​ $ 4,834,834 ​ ​ ​ ​ $ 1,419,779 ​ ​
PEO SCT Total to CAP Reconciliation:
​ ​
2023
​ ​
2022
​ ​
2021
​ ​
2020
​
Fair Value as of Prior Fiscal Year-End of
Option Awards and Stock Awards Granted
in Prior Fiscal Years That Failed to Meet
Applicable Vesting Conditions During
Fiscal Year
​ ​ ​ $ (1,338,232) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
Compensation Actually Paid
​ ​ ​ $ 23,458,383 ​ ​ ​ ​ $ (14,905,219) ​ ​ ​ ​ $ 23,822,167 ​ ​ ​ ​ $ 36,101,391 ​ ​
​
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
​ ​
2023
​ ​
2022
​ ​
2021
​ ​
2020
​
SCT Total Compensation
​ ​ ​ $ 4,631,434 ​ ​ ​ ​ $ 1,362,382 ​ ​ ​ ​ $ 1,477,609 ​ ​ ​ ​ $ 3,339,331 ​ ​
Grant Date Fair Value of Option Awards and Stock
Awards Granted in Fiscal Year
​ ​ ​ $ (4,137,658) ​ ​ ​ ​ $ (562,500) ​ ​ ​ ​ $ (401,063) ​ ​ ​ ​ $ (2,526,000) ​ ​
Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
​ ​ ​ $ 5,261,580 ​ ​ ​ ​ $ 568,790 ​ ​ ​ ​ $ 565,023 ​ ​ ​ ​ $ 4,420,337 ​ ​
Change in Fair Value of Outstanding and Unvested
Option Awards and Stock Awards Granted in
Prior Fiscal Years
​ ​ ​ $ 1,424,528 ​ ​ ​ ​ $ (2,263,801) ​ ​ ​ ​ $ 3,041,857 ​ ​ ​ ​ $ 2,760,419 ​ ​
Change in Fair Value as of Vesting Date of Option
Awards and Stock Awards Granted in Prior
Fiscal Years For Which Applicable Vesting
Conditions Were Satisfied During Fiscal Year
​ ​ ​ $ 186,654 ​ ​ ​ ​ $ (1,095,387) ​ ​ ​ ​ $ 1,034,684 ​ ​ ​ ​ $ 358,582 ​ ​
Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
​ ​ ​ $ (179,676) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
Compensation Actually Paid
​ ​ ​ $ 7,186,862 ​ ​ ​ ​ $ (1,990,516) ​ ​ ​ ​ $ 5,718,110 ​ ​ ​ ​ $ 8,352,669 ​ ​
​
(3)
The non-PEO NEOs reflected in these columns are, (i) for Fiscal 2020 and Fiscal 2021: Trevor S. Lang, Lisa G. Laube, Brian K. Robbins, and David V. Christopherson; and (ii) for Fiscal 2022 and 2023: Bryan H. Langley, Trevor S. Lang, David V. Christopherson and Brian K. Robbins. The dollar amounts reported in column (c) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Taylor) in the “Total” column of the SCT for each applicable year.
​
(4)
The amounts reported in columns (e) and (f) represent cumulative total return to holders of our common stock against the cumulative total return of our peer entities, represented by the S&P 500 Home Improvement Retail Index, from December 26, 2019 (the last trading day before Fiscal 2020) through December 28, 2023, calculated from the market close on the last trading day before Fiscal 2020 through and including the end of each applicable fiscal year in the table above for which the total shareholder return is being calculated, respectively. The S&P 500 Home Improvement Retail Index is the same industry index referenced in our Annual Report on Form 10-K for Fiscal 2023. The total shareholder return for each investment assumes that $100 was invested in our Class A common stock and the respective index on December 26, 2019 through December 28, 2023, including reinvestment of any dividends.
​
(5)
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.
​
(6)
Net sales is calculated in accordance with GAAP, as reflected in our audited financial statements. While we use various performance measures for the purpose of evaluating performance for our compensation programs, we have determined that net sales is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance.
     
Company Selected Measure Name Net Sales      
Named Executive Officers, Footnote
(1)
The PEO reflected in these columns for Fiscal 2020, Fiscal 2021, Fiscal 2022, and Fiscal 2023 is Thomas V. Taylor. The dollar amounts reported in column (a) are the amounts of total compensation reported for Mr. Taylor for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to “Executive Compensation — Compensation of our Named Executive Officers — Summary Compensation Table.”
(3)
The non-PEO NEOs reflected in these columns are, (i) for Fiscal 2020 and Fiscal 2021: Trevor S. Lang, Lisa G. Laube, Brian K. Robbins, and David V. Christopherson; and (ii) for Fiscal 2022 and 2023: Bryan H. Langley, Trevor S. Lang, David V. Christopherson and Brian K. Robbins. The dollar amounts reported in column (c) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Taylor) in the “Total” column of the SCT for each applicable year.
     
Peer Group Issuers, Footnote
(4)
The amounts reported in columns (e) and (f) represent cumulative total return to holders of our common stock against the cumulative total return of our peer entities, represented by the S&P 500 Home Improvement Retail Index, from December 26, 2019 (the last trading day before Fiscal 2020) through December 28, 2023, calculated from the market close on the last trading day before Fiscal 2020 through and including the end of each applicable fiscal year in the table above for which the total shareholder return is being calculated, respectively. The S&P 500 Home Improvement Retail Index is the same industry index referenced in our Annual Report on Form 10-K for Fiscal 2023. The total shareholder return for each investment assumes that $100 was invested in our Class A common stock and the respective index on December 26, 2019 through December 28, 2023, including reinvestment of any dividends.
     
PEO Total Compensation Amount $ 15,516,834 $ 6,282,314 $ 5,143,661 $ 13,929,515
PEO Actually Paid Compensation Amount $ 23,458,383 (14,905,219) 23,822,167 36,101,391
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in columns (b) and (d) represent the amount of Compensation actually paid (“CAP”) to our PEO and Non-PEO NEOs. The amounts are calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT for each of the applicable fiscal years. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Taylor or our other non-PEO NEOs during the applicable fiscal year. The fair values of equity compensation are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal 2023 contained in our Annual Report on Form 10-K for the fiscal year ended December 28, 2023, filed with the SEC on February 22, 2024:
​
PEO SCT Total to CAP Reconciliation:
​ ​
2023
​ ​
2022
​ ​
2021
​ ​
2020
​
SCT Total
​ ​ ​ $ 15,516,834 ​ ​ ​ ​ $ 6,282,314 ​ ​ ​ ​ $ 5,143,661 ​ ​ ​ ​ $ 13,929,515 ​ ​
Grant Date Fair Value of Option Awards and
Stock Awards Granted in Fiscal Year
​ ​ ​ $ (13,710,223) ​ ​ ​ ​ $ (3,605,000) ​ ​ ​ ​ $ (1,649,987) ​ ​ ​ ​ $ (11,650,000) ​ ​
Fair Value at Fiscal Year-End of Outstanding
and Unvested Option Awards and Stock
Awards Granted in Fiscal Year
​ ​ ​ $ 17,412,632 ​ ​ ​ ​ $ 2,676,465 ​ ​ ​ ​ $ 2,518,820 ​ ​ ​ ​ $ 20,518,754 ​ ​
Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
​ ​ ​ $ 1,419,609 ​ ​ ​ ​ $ (13,222,876) ​ ​ ​ ​ $ 12,974,839 ​ ​ ​ ​ $ 11,883,343 ​ ​
Change in Fair Value as of Vesting Date of
Option Awards and Stock Awards Granted
in Prior Fiscal Years For Which Applicable
Vesting Conditions Were Satisfied During
Fiscal Year
​ ​ ​ $ 4,157,763 ​ ​ ​ ​ $ (7,036,122) ​ ​ ​ ​ $ 4,834,834 ​ ​ ​ ​ $ 1,419,779 ​ ​
PEO SCT Total to CAP Reconciliation:
​ ​
2023
​ ​
2022
​ ​
2021
​ ​
2020
​
Fair Value as of Prior Fiscal Year-End of
Option Awards and Stock Awards Granted
in Prior Fiscal Years That Failed to Meet
Applicable Vesting Conditions During
Fiscal Year
​ ​ ​ $ (1,338,232) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
Compensation Actually Paid
​ ​ ​ $ 23,458,383 ​ ​ ​ ​ $ (14,905,219) ​ ​ ​ ​ $ 23,822,167 ​ ​ ​ ​ $ 36,101,391 ​ ​
​
     
Non-PEO NEO Average Total Compensation Amount $ 4,631,434 1,362,382 1,477,609 3,339,331
Non-PEO NEO Average Compensation Actually Paid Amount $ 7,186,862 (1,990,516) 5,718,110 8,352,669
Adjustment to Non-PEO NEO Compensation Footnote
(2)
The dollar amounts reported in columns (b) and (d) represent the amount of Compensation actually paid (“CAP”) to our PEO and Non-PEO NEOs. The amounts are calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT for each of the applicable fiscal years. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Taylor or our other non-PEO NEOs during the applicable fiscal year. The fair values of equity compensation are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal 2023 contained in our Annual Report on Form 10-K for the fiscal year ended December 28, 2023, filed with the SEC on February 22, 2024:
Average Non-PEO NEOs SCT Total to CAP Reconciliation:
​ ​
2023
​ ​
2022
​ ​
2021
​ ​
2020
​
SCT Total Compensation
​ ​ ​ $ 4,631,434 ​ ​ ​ ​ $ 1,362,382 ​ ​ ​ ​ $ 1,477,609 ​ ​ ​ ​ $ 3,339,331 ​ ​
Grant Date Fair Value of Option Awards and Stock
Awards Granted in Fiscal Year
​ ​ ​ $ (4,137,658) ​ ​ ​ ​ $ (562,500) ​ ​ ​ ​ $ (401,063) ​ ​ ​ ​ $ (2,526,000) ​ ​
Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
​ ​ ​ $ 5,261,580 ​ ​ ​ ​ $ 568,790 ​ ​ ​ ​ $ 565,023 ​ ​ ​ ​ $ 4,420,337 ​ ​
Change in Fair Value of Outstanding and Unvested
Option Awards and Stock Awards Granted in
Prior Fiscal Years
​ ​ ​ $ 1,424,528 ​ ​ ​ ​ $ (2,263,801) ​ ​ ​ ​ $ 3,041,857 ​ ​ ​ ​ $ 2,760,419 ​ ​
Change in Fair Value as of Vesting Date of Option
Awards and Stock Awards Granted in Prior
Fiscal Years For Which Applicable Vesting
Conditions Were Satisfied During Fiscal Year
​ ​ ​ $ 186,654 ​ ​ ​ ​ $ (1,095,387) ​ ​ ​ ​ $ 1,034,684 ​ ​ ​ ​ $ 358,582 ​ ​
Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
​ ​ ​ $ (179,676) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
Compensation Actually Paid
​ ​ ​ $ 7,186,862 ​ ​ ​ ​ $ (1,990,516) ​ ​ ​ ​ $ 5,718,110 ​ ​ ​ ​ $ 8,352,669 ​ ​
     
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_fndpeergroup-4clr.jpg]      
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_fndnetincome-4clr.jpg]
     
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_fndnetsales-4clr.jpg]
     
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_fndpeergroup-4clr.jpg]      
Tabular List, Table
Required Tabular Disclosure of Most Important Measures to Determine Fiscal 2023 CAP
As described in greater detail in “Executive Compensation — Compensation Discussion and Analysis,” the Company’s executive compensation program reflets a pay-for-performance philosophy, where compensation is paid subject to achieving financial performance levels that align with our strategic and financial priorities. We consider the metrics in the table below to be the most important financial performance measures utilized by the Company to link CAP for Fiscal 2023 to the Company’s performance.
•
Net Sales
​
•
Comparable Store Sales
​
•
Earnings Before Interest and Taxes (“EBIT”)
     
Total Shareholder Return Amount $ 226.42 141.13 258.41 184.59
Peer Group Total Shareholder Return Amount 180.77 161.7 201.5 126.85
Net Income (Loss) $ 246,000,000 $ 298,200,000 $ 283,200,000 $ 195,000,000
Company Selected Measure Amount 4,413,900,000 4,264,500,000 3,433,500,000 2,425,800,000
PEO Name Thomas V. Taylor      
Measure:: 1        
Pay vs Performance Disclosure        
Name Net Sales      
Non-GAAP Measure Description
(6)
Net sales is calculated in accordance with GAAP, as reflected in our audited financial statements. While we use various performance measures for the purpose of evaluating performance for our compensation programs, we have determined that net sales is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Comparable Store Sales      
Measure:: 3        
Pay vs Performance Disclosure        
Name Earnings Before Interest and Taxes (“EBIT”)      
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (13,710,223) $ (3,605,000) $ (1,649,987) $ (11,650,000)
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 17,412,632 2,676,465 2,518,820 20,518,754
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,419,609 (13,222,876) 12,974,839 11,883,343
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,157,763 (7,036,122) 4,834,834 1,419,779
PEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,338,232)
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (4,137,658) (562,500) (401,063) (2,526,000)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,261,580 568,790 565,023 4,420,337
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,424,528 (2,263,801) 3,041,857 2,760,419
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 186,654 (1,095,387) 1,034,684 358,582
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (179,676)