On behalf of our Board of Directors, I cordially invite you to the 2020 Annual Meeting of Stockholders of Select Interior Concepts, Inc. to be held at 10:00 a.m., Eastern Time, on June 10, 2020.

In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stakeholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location via the internet at www.virtualshareholdermeeting.com/SIC2020. If you plan to participate in the virtual meeting, please see “Questions and Answers about the Annual Meeting and Voting”.

The business of the meeting is described in detail in the attached Notice of Annual Meeting and proxy statement. Also included is a proxy card and postage paid return envelope.

It is important that your shares are represented and voted at the Annual Meeting, regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, please complete and return the enclosed proxy or vote over the telephone or internet, as applicable, to ensure that your shares will be represented at the Annual Meeting. If you attend the Annual Meeting, you may withdraw your proxy by voting at the Annual Meeting.

NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders of Select Interior Concepts, Inc., a Delaware corporation, will be held virtually and can be accessed via the internet at www.virtualshareholdermeeting.com/SIC2020, at 10:00 a.m., Eastern Time, on June 10, 2020, and at any adjournments or postponements thereof, for the following purposes:

Only stockholders at the close of business on April 17, 2020, the record date, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our stakeholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the internet, with no physical in-person meeting. Stockholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) from any location via the internet at www.virtualshareholdermeeting.com/SIC2020.

To participate (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction form or Notice of Annual Meeting. If you are not a stockholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.

Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy in the envelope provided or vote over the telephone or internet, as applicable.

Proposal 1 is the election of six nominees to the Board of Directors. In accordance with our Bylaws, the number of directors constituting the entire Board of Directors shall be fixed between three and twelve directors. In April 2020, we announced that J. David Smith resigned as a director and Chairman of our Board of Directors. In light of Mr. Smith’s departure from the Board, the Board reduced its size from seven (7) to six (6) directors and appointed Brett Wyard as Chairman of the Board. The Nominating and Corporate Governance Committee of the Board has recommended that Messrs. Johnson, McAleenan, Riley, Vansant and Wyard, and Ms. Coster each be nominated for re-election. If elected, each will hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified. Information concerning all director nominees appears below.

The Board of Directors expects that all of the nominees will, if elected, be available to serve. If any nominee should decline re-election or become unable to serve for any reason, votes will be cast for a substitute nominee, if any, designated by the Board of Directors or, if none is so designated prior to the election, votes will be cast according to the judgment of the person or persons named in the proxy.

The Board of Directors unanimously recommends that stockholders vote FOR the election of each of its nominees for director named below.

The “Skills and Qualifications” identifies each director’s experience and qualifications necessary to hold a position on our Board of Directors.

TYRONE JOHNSON, 47, became director and CEO of SIC upon the Company’s formation in November 2017. Previously, Mr. Johnson served as CEO of SIC’s wholly-owned subsidiary doing business as Residential Design Services (“RDS”), since December 2015. Prior to joining RDS, he was Vice President & General Manager Consumer Products and in July 2015 was named President, North America of OmniMax International, Inc., a metal roofing products manufacturing company. Prior to OmniMax, he was Senior Vice President of Mannington Mills, Inc., a flooring products manufacturing company and President, North America for the predecessor company Amtico. He received a Bachelor of Business Administration degree from Howard University and a Master of Business Administration degree from DePaul University.

Skills and Qualifications. Mr. Johnson is qualified to serve as a director due to his familiarity with and leadership at RDS, his expertise in the building products and services industry, and his 18 years of experience at building products companies.

S. TRACY COSTER, 58, became a director in August 2018. Ms. Coster founded and has managed STC Consulting Services, LLC, a strategy consulting firm, since 2002. Prior to STC Consulting Services, she served as the Sector Executive for the Cabinetry and Tile Sector at the Kohler Company from 1998 to 2001. Prior to the Kohler Company, she was with the General Electric Company from 1990 to 1998 and held general management roles in the Appliances and GE Capital divisions, as well as the lead strategy role at the Transportation Systems division. She received a Bachelor of Science degree in Chemical Engineering from The Johns Hopkins University and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

Skills and Qualifications. Ms. Coster is qualified to serve as a director due to her expertise in the building products industry, stemming from her executive positions at the General Electric Company and the Kohler Company, and her experience as a strategy consultant to building products businesses.

DONALD McALEENAN, 65, has been a director since November 2017. Mr. McAleenan has served as Senior Vice President and General Counsel of Builders First-Source, Inc. since 1998. Prior to this, he served as Vice President and Deputy General Counsel of Fibreboard Corporation. He holds a Bachelor of Science in Foreign Service from Georgetown University and a Juris Doctor degree from New York University School of Law.

Skills and Qualifications. Mr. McAleenan is qualified to serve as a director because of his extensive leadership experience at publicly traded companies within the building products and services industry, his expertise in corporate governance issues, and his strong relationships and extensive contacts with executives within the building products and services industry.

BRYANT RILEY, 53, has been a director since November 2019. Mr. Riley has served as Chairman and Co-CEO of B. Riley Financial Inc., a publicly traded financial services company which operates through several subsidiaries. Since founding B. Riley Financial in 1997, Riley has expanded the B. Riley Financial platform organically and through a series of acquisitions to become a diversified provider of complementary, end-to-end capital markets and business advisory services. Mr. Riley holds a Bachelor of Science in Finance from Lehigh University.

Skills and Qualifications. Mr. Riley is qualified to serve as a director because of his deep knowledge of our business, significant prior board service, and over 20 years of experience in the investment management industry. Mr. Riley has been nominated to serve as a director pursuant to the board designee agreement with B. Riley Financial described under “RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE - Board Designee Agreements.”

ROBERT SCOTT VANSANT, 58, has been a director since November 2017. Mr. Vansant has served as Executive Vice President and CFO of SRS Distribution Inc., a national distributor of roofing materials, since April 2017. Prior to joining SRS Distribution, Mr. Vansant served as CFO at JW Aluminum, Inc. from 2015-2017. Prior to this, he served as President, North America of OmniMax International, Inc., a metal roofing products manufacturer. He received a Bachelor of Business Administration degree in Accounting from Mercer University.

Skills and Qualifications. Mr. Vansant is qualified to serve as a director because of his extensive leadership experience within the building products and services industry, his expertise in accounting and finance, and his strong relationships and extensive contacts with executives within the building products and services industry.

BRETT WYARD, 50, has been a director since December 2017. He has served as Founder & Managing Partner of Solace Capital Partners since 2014. Prior to co-founding Solace Capital Partners in 2014, he was with the Carlyle Group where he was involved with the raising and investing of $1.9 billion as a Global Partner, Managing Director and Co-head of Carlyle Strategic Partners. Prior to Carlyle he was Managing Director at Oaktree Capital Management as one of the senior members in the firm’s flagship Opportunities Funds. He received a Bachelor of Arts degree in Economics from Boston College.

Skills and Qualifications. Mr. Wyard is qualified to serve as a director because of his over 25 years of private equity, investment banking experience and other board experience. Mr. Wyard has been nominated to serve as a director pursuant to the board designee agreement with the Solace Fund described under “RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE - Board Designee Agreements.”

Based on the recommendation of our Audit Committee, we have retained Grant Thornton LLP (“GT”), as our independent registered public accounting firm for the fiscal year ending December 31, 2020. GT has served as our independent registered public accounting firm since October 2017.

Although our Bylaws do not require that the stockholders ratify the appointment of GT as our independent registered public accounting firm, we are submitting the appointment of GT to the stockholders for ratification as a matter of good corporate governance. If our stockholders do not ratify the appointment, the Board of Directors and the Audit Committee will reconsider whether or not to retain GT. Even if the appointment is ratified, the Board of Directors and the Audit Committee, in their discretion, may change the appointment at any time during the year if they determine that such a change would be in the best interests of SIC and its stockholders.

A representative of GT is expected to be present at the Annual Meeting and will be given an opportunity to make a statement if he or she so chooses and will be available to respond to appropriate questions.

GT served as our independent registered public accounting firm for the years ended December 31, 2019 and 2018.

The following table sets forth fees for all professional services rendered by GT for the audit of our financial statements for 2019 and 2018 and fees billed for other services rendered by GT:

Consistent with SEC policies regarding auditor independence, our Audit Committee has the responsibility to appoint, set compensation, and to oversee the work of our independent auditor. In recognition of this responsibility, the Audit Committee has established a policy that requires it to pre-approve all audit and permitted non-audit services performed by our independent registered public accounting firm. Pre-approval is generally detailed as to the particular service or category of services and is subject to a specified budget. Management is required to seek pre-approval of services that will exceed the budget or for services that are not detailed in an existing pre-approval. The Chair of the Audit Committee has been delegated the authority to pre-approve certain services between regularly scheduled meetings, with ratification by the Audit Committee at the next regularly scheduled meeting. Management reports quarterly to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All services performed by GT during fiscal years 2019 and 2018 were approved in accordance with this policy.

Our business is managed by the Company’s employees under the direction and oversight of the Board of Directors. Except for Mr. Johnson, none of our current Board members is an employee of the Company. We keep Board members informed of our business through discussions with management, materials we provide to them, visits to our offices and facilities, and their participation in Board and Board committee meetings.

The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Members of each of these committees are nominated by the Nominating and Corporate Governance Committee and are appointed annually at the meeting of the Board of Directors held following the Annual Meeting of Stockholders. Each of these committees is composed entirely of independent, non-management directors and operates under a charter approved by the Board of Directors which sets out the purposes and responsibilities of the committee. These committees annually renew and, as appropriate, seek revisions of their charters to reflect, among other things, changing regulatory developments. All three of these charters are available for review at our website at www.selectinteriorconcepts.com. The principal responsibilities of these committees are described below.

Our Board of Directors carefully follows the corporate governance requirements of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, the rules adopted thereunder by the SEC, and the NASDAQ Stock Market Rules. Each standing committee of the Board of Directors has adopted a charter.

Our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote the following:

The Code of Business Conduct and Ethics is publicly available and can be accessed on our website at www.selectinteriorconcepts.com. Copies of our Code of Business Conduct and Ethics are also available, free of charge, by submitting a written request to Select Interior Concepts, Inc. at 400 Galleria Parkway, Suite 1760, Atlanta, GA 30339, Attn: Corporate Secretary. We intend to disclose future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics on our website in accordance with applicable NASDAQ and the SEC requirements.

Our Board of Directors adopted an Insider Trading Policy in connection with our listing on the NASDAQ that applies to our directors, officers, employees, and service providers. Among other matters, our Insider Trading Policy:

These charters, guidelines, and codes will be reviewed annually and amended as necessary or appropriate in response to changing regulatory requirements and evolving best practices.

The NASDAQ Stock Market Rules require that a majority of the Board of Directors consist of independent, non-management directors. Under such rules, a director is independent if he or she does not have a material relationship with the Company. Our Board annually evaluates each member’s independence status.

The Board of Directors has determined that as of February 28, 2020, the following five (5) of the Company’s six (6) incumbent directors are independent under the NASDAQ Stock Market Rules: Messrs. McAleenan, Riley, Vansant, and Wyard, and Ms. Coster. Mr. Johnson, as a management director, participates in the Board’s activities and provides valuable insight and advice.

Non-management directors have access to individual members of management or to other employees of the Company on a confidential basis. Directors also have access to Company records and files and directors may contact other directors without informing Company management of the purpose or even the fact of such contact.

Our Board of Directors has established an Audit Committee, which is currently comprised of three independent directors, Donald McAleenan, S. Tracy Coster, and Robert Scott Vansant, each of whom is “able to read and understand fundamental financial statements, including our balance sheet, income statement, and cash flow statement,” as required under the rules of the NASDAQ Stock Market. Robert Scott Vansant serves as the chairman of the Audit Committee. The Audit Committee, pursuant to its written charter, among other matters, oversees: (i) our financial reporting, auditing and internal control activities; (ii) the integrity and audits of our financial statements; (iii) our compliance with legal and regulatory requirements; (iv) the qualifications and independence of our independent auditors; (v) the performance of our internal audit function and independent auditors; and (vi) our overall risk exposure and management. Duties of the Audit Committee also include:

Our Board of Directors has determined that Robert Scott Vansant is an audit committee financial expert, as that term is defined under the rules of the SEC, and has the requisite “financial sophistication” as defined under the rules of the NASDAQ Stock Market. The Audit Committee met five (5) times during 2019.

Our Board of Directors has established a Compensation Committee, which is comprised of three independent directors, Donald McAleenan, Robert Scott Vansant, and S. Tracy Coster. Donald McAleenan serves as the chairman of the Compensation Committee. The Compensation Committee, pursuant to its written charter, among other matters:

The Compensation Committee has the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation. The Compensation Committee met eight (8) times during 2019.

Messrs. McAleenan and Vansant and Ms. Coster all served as members of the Compensation Committee during the 2019 Fiscal Year. No member of the Compensation Committee is or at any time has been an officer or employee of the Company or any of its subsidiaries. None of our executive officers serves or has served on the compensation committee or the board of directors of another entity which had an executive officer serving on our Compensation Committee or Board of Directors.

Our Board of Directors has established a Nominating and Corporate Governance Committee, which is comprised of three independent directors, Donald McAleenan, Robert Scott Vansant, and Brett G. Wyard. Donald McAleenan serves as the chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, pursuant to its written charter, among other matters:

The Nominating and Corporate Governance Committee met four (4) times during 2019. See “Director Qualifications” and “Our Director Nominating Process” below.

The Board of Directors seeks members from diverse personal and professional backgrounds who combine a broad spectrum of experience and expertise. At a minimum, directors should also have an inquisitive and objective perspective, practical wisdom and mature judgment. Directors should also possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interest of the stockholders.

Our Nominating and Corporate Governance Committee takes into account the personal characteristics (e.g., gender, ethnicity and age) and experience (e.g., industry, professional and public service) of current and prospective directors to facilitate Board of Directors deliberations that reflect a broad range of perspectives.

In evaluating a director candidate, it is preferable that directors possess a considerable amount of business management (such as experience as a chief executive officer or chief financial officer) and educational experience.

However, the Nominating and Corporate Governance Committee also considers other factors that are in the best interests of the Company and its stockholders, including: experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors; and any other criteria established by the Board of Directors and any core competencies or technical expertise necessary to staff committees of the Board of Directors. In addition, the Nominating and Corporate Governance Committee assesses whether a candidate possesses the integrity, judgment, knowledge, experience, skills, and expertise that are likely to enhance the Board of Directors’ ability to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board of Directors to fulfill their duties. Although the Company does not have a formal policy with respect to diversity, the Nominating and Corporate Governance Committee and the Board of Directors as a whole believe that diversity, including gender, race and national origin, education, professional experience, and differences of viewpoints and skills is an important consideration when screening and evaluating candidates for nomination to the Board of Directors. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees and continuing directors.

The Nominating and Corporate Governance Committee believes that it is important that the Board of Directors members have complementary skills that together can best guide the Company to a successful future. In considering whether the nominees meet the requirements necessary to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Nominating and Corporate Governance Committee and the Board of Directors focused on the information provided in the directors’ individual biographies set forth above, as well as their personal knowledge and experience in having worked with one another as members of the Board of Directors. Each nominee brings a strong and unique background and set of skills to the Board of Directors, giving the Board of Directors as a whole competence and experience in a wide variety of areas. Certain individual qualifications and skills of our directors that contribute to the Board of Directors’ effectiveness as a whole are also described under “Proposal 1 – Election of Directors.”

The information provided in Proposal 1 presents information as of the date of this proxy statement about each director nominee. The information presented includes the names of each of the nominees, along with his or her age, all positions held with the Company, term of office as a director, principal occupations or employment for the past five years or more, involvement in certain legal proceedings, if applicable, and the name of all other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition, the information presented also includes a description of the specific experience, qualifications, attributes and skills of each nominee and continuing director that led our Nominating and Corporate Governance Committee to conclude that he or she should serve as a director of the Company for the ensuing term.

The Board of Directors is responsible for selecting director candidates. The Board of Directors has delegated the process to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies individuals qualified to become Board of Directors members and recommends such individuals to the Board of Directors for its consideration. While the Nominating and Corporate Governance Committee has the authority to retain a third party to assist in the nomination process, it has not done so to date.

Directors may also be nominated by our stockholders. Eligible stockholders may nominate a candidate for election to the Board of Directors. Those stockholders who wish to submit nominees for election at an annual or special meeting of stockholders should follow the procedure generally described in Stockholder Proposals on page 25 of this proxy statement. The Board of Directors applies the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of the Board of Directors. The Board of Directors does not have a separate policy with regard to the consideration of candidates recommended by stockholders other than the process provided in the nominating resolution.

The following table lists our three standing board committees, the directors who served on them as of the end of 2019 and the number of such standing committee meetings held in 2019:

It is the Company’s policy that directors should attend each meeting of the Board of Directors and each meeting of the committees on which they serve. During 2019 the Company’s full Board of Directors met in person three (3) times and eighteen (18) times over telephonic conference calls. Each member of the Board of Directors attended all of the meetings of the Board of Directors and the Board of Directors committees on which the director served and for which they were eligible to participate, with the exception of Mr. Wyard who was unable to attend one telephonic Board meeting, and one meeting of the Nominating and Corporate Governance Committee. In addition to participation at Board of Directors and committee meetings, our directors discharge their responsibilities throughout the year through personal meetings and other communications, including considerable telephone contact with the Chairman, the Chief Executive Officer and others regarding matters of interest and concern to the Company. All of the members of the Board of Directors attended the Company’s 2019 Annual Meeting. The Company has no formal policy with regard to the attendance of its directors at its annual meeting of stockholders.

It is the policy of the Company for the independent directors of the Company to meet in executive session following meetings of the Board of Directors. The independent directors may call upon members of management and outside consultants, including auditors and executive compensation consultants to participate in executive sessions. To the extent any specific issues surface or it is appropriate to provide feedback to management following an executive session, one of the independent directors acts as a liaison with the Chairman to convey information or coordinate action with management.

The Board of Directors has established a process for stockholders and other interested parties to communicate with the Board of Directors or to individual members of the Board of Directors. Such communications, whether by letter, e-mail or telephone, should be directed to the Secretary of the Company who will forward them to the intended recipients. However, unsolicited advertisements or invitations to conferences or promotional material, in the discretion of the Secretary or his designee, may not be forwarded to the directors. If the communication is specifically marked as a private communication for the Board of Directors, or for a specific director, the Secretary will not open the correspondence, but will forward it to the addressee. These procedures may change from time to time, and you are encouraged to visit our website for the most current means of contacting our directors.

If a stockholder wishes to communicate to the Chairman of the Audit Committee about a concern relating to the Company’s financial statements, accounting practices or internal controls, the concern should be submitted in writing to the Chairman of the Audit Committee in care of the Company’s Secretary at the Company’s headquarters address. If the concern relates to the Company’s governance practices, business ethics or corporate conduct, the concern

likewise should be submitted in writing to the Chairman of the Audit Committee in care of the Company’s Secretary at the Company’s headquarters address. If the stockholder is unsure as to which category his or her concern relates, he or she may communicate it to any one of the independent directors in care of the Company’s Secretary. The Company’s “whistleblower” policy prohibits the Company or any of its employees from retaliating or taking any adverse action against anyone for raising a concern. If a stockholder or employee nonetheless prefers to raise his or her concern in a confidential or anonymous manner, the concern may be directed to the Secretary at the Company’s headquarters or by telephone at (888) 701-4737.

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly, with support from its three standing committees (the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee), each of which will address risks specific to its respective areas of oversight. In particular, the Audit Committee will have the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee will also monitor compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Compensation Committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee will provide oversight with respect to corporate governance and ethical conduct and will monitor the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct.

The Board of Directors believes its current leadership structure best serves the objectives of the Board of Directors’ oversight of management, the Board of Directors’ ability to carry out its roles and responsibilities on behalf of SIC’s stockholders, and SIC’s overall corporate governance. The Board of Directors also believes that the separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing SIC, while leveraging the Chairman’s experience and perspectives. The Board of Directors periodically reviews its leadership structure to determine whether it continues to best serve SIC and its stockholders.

The full text of the Code of Conduct and the charters of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, as well as other documents relating to corporate governance at SIC, are available in the corporate governance section of our website, www.selectinteriorconcepts.com. You may also obtain copies of these materials, free of charge, by sending a written request to Select Interior Concepts, Inc. at 400 Galleria Parkway, Suite 1760, Atlanta, GA 30339, Attn: Corporate Secretary.

Pursuant to our compensation program for our non-employee directors in place at the beginning fiscal year 2019, each of our non-employee directors was paid an annual cash retainer of $40,000 and the chairman of our Board of Directors was paid an additional annual cash retainer of $20,000. An additional annual cash retainer of $20,000 was paid to each chairman of the Audit Committee and the Compensation Committee, and $20,000 was paid to the chairman of the Nominating and Corporate Governance Committee. Annual cash retainers of $10,000 were paid to each non-chairman member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Annual stock awards were awarded to each director, with the chairman of the Board of Directors receiving an award valued at $20,000 and each non-chairman member receiving an award valued at $25,000.

Effective as of May 2019, our compensation program for our non-employee directors, was amended to provide that each of our non-employee directors (with the exception of Mr. Riley, who was appointed to the Board on November 22, 2019) was paid an annual cash retainer of $35,000 and the chairman of our Board of Directors was paid an annual cash retainer of $50,000. An additional annual cash retainer of $15,000 was paid to each chairman

of the Audit Committee and the Compensation Committee, and $10,000 was paid to the chairman of the Nominating and Corporate Governance Committee. Annual cash retainers of $7,500 were paid to each non-chairman member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Annual stock awards were awarded to each director, with the chairman of the Board of Directors receiving an award valued at $50,000 and each non-chairman member receiving an award valued at $35,000. In addition, Mr. Smith received a sign-on stock award valued at $43,725 shortly after joining our Board.

As part of the Company’s strategic alternatives initiative, a Transaction Committee of the Board was formed in May, 2019, consisting of Messrs. Smith, Vansant and Wyard, with Mr. Smith serving as chairman. Mr. Riley was added to the Transaction Committee upon his appointment to the Board in November, 2019. From June, 2019 through November, 2019, a monthly cash retainer of $10,000 was paid to the chairman of the Transaction Committee, and monthly cash retainers of $5,000 were paid to each non-chairman of the Transaction Committee. In addition to the monthly cash retainers, the chairman of the Transaction Committee received a fully-vested stock award for $55,000, and each non-chairman of the Transaction Committee received an award of $22,000 in either stock or cash. Mr. Riley did not receive cash or stock compensation in 2019 in connection with his service on the Transaction Committee or the Board of Directors.

The following table sets forth information concerning the compensation of our non-employee directors during the fiscal year ended December 31, 2019.

We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at board and committee meetings.

Directors who are employees do not receive any compensation for their services as directors.

We have four executive officers, Tyrone Johnson, Nadeem Moiz, Kendall R. Hoyd and Shawn Baldwin. Information as to Mr. Johnson is provided above.

NADEEM MOIZ, Age 49, became Chief Financial Officer of SIC in August 2018. Prior to joining SIC, Nadeem was the Executive Vice President and Chief Financial Officer for Superior Industries International, Inc., one of the largest publicly listed global aluminum wheel suppliers for original equipment manufacturers. Prior to Superior Industries, Mr. Moiz served as Chief Financial Officer of DCLI, a leading intermodal equipment solutions provider. Mr. Moiz holds a Bachelor of Science degree in Accounting from the University of Florida and a Masters of Business Administration in Finance from Florida A&M University. Mr. Moiz is a Certified Public Accountant and Certified Global Management Accountant.

KENDALL R. HOYD, Age 57, became President of SIC’s wholly-owned subsidiary doing business as Residential Design Services (“RDS”) in August 2018. Prior to this, Mr. Hoyd was named CFO of SIC upon its formation in November 2017, and served in that capacity until the appointment of Mr. Moiz as CFO in August 2018.

Prior to joining SIC, Mr. Hoyd served as CFO of RDS in 2015 and was then appointed to Chief Operating Officer in 2017. Prior to joining RDS, Mr. Hoyd was CFO of Trussway Holdings, Inc., a private-equity owned truss manufacturer from 2009 to 2014. Mr. Hoyd received a Bachelor of Business Administration degree in Finance from Boise State University and is a Chartered Financial Analyst.

SHAWN K. BALDWIN, Age 49, became General Counsel of SIC in October 2018, and Corporate Secretary of SIC in November 2018. Prior to joining SIC, Mr. Baldwin served as Senior Vice President of International Legal at Equifax, Inc. Before joining the International Legal department at Equifax, Mr. Baldwin served as Vice President M&A and Technology transactions. Before joining Equifax, Mr. Baldwin served as a Partner at Seyfarth Shaw, LLP and a Partner at Alston and Bird, LLP. Mr. Baldwin holds a Bachelor of Science degree in Mathematics from Atlantic Union College and his Juris Doctor from the University of Pennsylvania School of Law.

The following table summarizes information regarding the compensation awarded to, earned by, or paid to our named executive officers (Tyrone Johnson, our Chief Executive Officer, Kendall R. Hoyd, President – RDS, and Nadeem Moiz, Chief Financial Officer) in fiscal years 2019 and 2018.

We believe that the primary goal of executive compensation is to align the interests of our executive officers with those of our stockholders in a way that allows us to attract and retain the best executive talent. We have adopted compensation policies with respect to, among other things, setting base salaries, awarding bonuses and making grants of equity awards to our executive officers. Our compensation committee has designed a compensation program that rewards favorable stockholder returns, stock appreciation, our Company’s competitive position within the building products supply and services industry, and each executive officer’s long-term contributions to our Company. Our Compensation Committee has engaged Meridian Compensation Partners to assist in the evaluation of executive officer compensation.

The compensation incentives designed to further these goals include base salary, annual cash incentives and long-term equity and equity-based awards, including performance-based incentives measured by achievement of company and/or individual performance targets that are established by our compensation committee.

Our named executive officers for fiscal year 2019 were Tyrone Johnson, Kendall R. Hoyd, and Nadeem Moiz. The following is a summary of the elements of our compensation arrangements paid to our named executive officers for fiscal year 2019.

Annual Base Salary. Base salary is designed to compensate our named executive officers at a fixed level of compensation that serves as a retention tool throughout the executive’s tenure. In determining base salaries, our compensation committee considers each executive’s role and responsibility, unique skills, future potential with us, salary levels for similar positions in our market and internal pay equity. On March 1, 2019, Mr. Johnson’s base salary was increased from $500,000 to $625,000, Mr. Hoyd’s base salary increased from $340,000 to $365,000, and Mr. Moiz’s base salary increased from $400,000 to $412,000, after a review of market compensation data by the Compensation Committee.

Annual Cash Bonus. Annual cash bonuses are designed to incentivize our named executive officers at a variable level of compensation based on Company performance as well as the executive’s individual performance. Our annual cash bonus program is designed to reward the achievement of specific financial and operational objectives. Our compensation committee determines annual performance criteria that are flexible and that may change with the needs of our business. For fiscal year 2019, each named executive officer had a target bonus opportunity equal to a percentage of base salary (100% for Mr. Johnson; 75% for the other named executive officers). Seventy-five percent (75%) of the annual cash bonus opportunity could be earned based on adjusted EBITDA performance of the Company and our business units relative to previously established goals approved by the compensation committee. The remaining twenty-five percent (25%) of the annual cash bonus opportunity was discretionary and determined based on individual performance against key performance goals. After consideration of our Company’s performance in fiscal year 2019, the compensation committee determined that the EBITDA goals were not met and no annual bonuses were earned under this performance metric. The compensation committee further assessed overall Company and individual performance, and decided to approve annual bonuses to the named executive officers in amounts equal to the 25% discretionary portion of the bonus opportunities. Such amounts were paid to the named executive officers in shares of our common stock.

Equity and Equity-Based Awards. Time-based and performance-based equity awards are designed to focus and reward our named executive officers for achievement of our long-term goals and enhance stockholder value.

On March 4, 2019, we granted restricted stock units (“RSUs”) and performance stock units (“PSUs”) to each of the named executive officers in the following amounts:

The March 2019 equity awards were the first grants to the named executive officers since our public listing in 2018. A significant portion of equity awards granted to our executive officers prior to our public listing were forfeited because the Company did not achieve its adjusted EBITDA goal for fiscal year 2018. Our compensation committee determined that meaningful equity awards to the named executive officers, with an emphasis on performance-based awards, were appropriate in order to create alignment with stockholder interests, effectively link executive pay with Company performance, and create incentive for the creation of stockholder value.

The RSUs vest in equal annual installments on the first three anniversaries of the grant date (subject to continued employment with us), or earlier upon termination of employment due to death, disability, or upon a change in control of the company (unless the awards are assumed by the surviving entity). In addition, the RSUs scheduled to vest on the next vesting date will become vested in the event of a termination of employment without “cause” or for “good reason.”

The PSUs may be earned based on the Company’s level of achievement of Adjusted EBITDA for the calendar year ending December 31, 2021, and thereafter vest in equal annual installments on the third and fourth anniversaries of the grant date (subject to continued employment with us), or earlier upon a termination without “cause” or for “good reason,” termination due to death or disability, or upon a change in control of the Company. In the event a named executive officer’s employment is terminated due to death or disability prior to December 31, 2021, he will be deemed to have earned a pro rata portion of the PSUs (based on the number of months elapsed between the grant date and the termination of employment), based on an assumed achievement of Adjusted EBITDA at 100% of target, payable on the date of the officer’s termination of employment. In the event a named executive officer’s employment is terminated without Cause or the officer resigns for Good Reason during calendar year 2021, he will be deemed to have earned 50% of the PSUs that he would have otherwise earned based on actual achievement of Adjusted EBITDA if his employment had not been terminated, payable on the third anniversary of the grant date. In the event that a change in control occurs prior to December 31, 2021, and either (i) the PSUs are not assumed by the surviving entity or (ii) if the PSUs are assumed by the surviving entity and the named executive officer’s employment is terminated without Cause or the officer resigns for Good Reason within 12 months following the change in control, the officer shall be deemed to have earned a number of PSUs equal to the greater of the target award or the number of PSUs that would have been earned based on actual achievement of Adjusted EBITDA for the four most recently completed fiscal quarter prior to the change in control or termination of employment, as applicable, payable on the date of the change in control or the officer’s termination of employment, as applicable.

Retirement Savings Opportunities. All of our employees are eligible to participate in a defined contribution retirement plan (a “401(k) plan”). We provide the 401(k) plan to help our employees save some amount of their cash compensation for retirement in a tax efficient manner. Under the 401(k) plan, employees are eligible to defer a portion of their base salary, and we, at our discretion, may make a matching contribution and/or a profit sharing contribution on their behalf.

Health and Welfare Benefits. We provide to all of our full-time employees a competitive benefits package, which includes health and welfare benefits, such as medical, dental, disability and life insurance benefits. The programs under which these benefits are offered are available to all of our full-time employees.

Severance. Under their employment agreements, each of our named executive officers is entitled to receive severance payments in the event that his employment is terminated by the Company without “cause” or the executive resigns for “good reason” (as such terms are defined in the employment agreements). These severance rights are described in more detail below under “—Employment Agreements—Potential Payments Upon Termination or Change in Control.”

We entered into employment agreements with Messrs. Johnson and Hoyd on November 22, 2017, and with Mr. Moiz on August 17, 2018. Each of the employment agreements has an initial term of three years, and provides for automatic one-year extensions after the expiration of the initial term, unless either party provides the other with at least 90 days’ prior written notice of non-renewal. Each of the employment agreements requires the executive to dedicate his full business time and attention to the affairs of our Company.

Each of the employment agreements, as currently amended, provides for, among other things:

We may terminate Messrs. Johnson’s, Hoyd’s and Moiz’s employment at any time with or without “cause” (as defined in the employment agreement), and the executive may terminate his employment at any time with or without “good reason” (as defined in the employment agreement). If we terminate the executive’s employment for cause, if the executive resigns without good reason, or if the executive is terminated due to death or disability, the executive will only be entitled to receive any earned but unpaid annual base salary, reimbursement of expenses incurred prior to the date of termination, accrued but unused vacation and any other benefits that have been vested or which the executive is eligible to receive prior to the date of termination. In addition, any outstanding equity awards granted to such executive will be paid in accordance with their terms.

If we terminate Messrs. Johnson’s, Hoyd’s and Moiz’s employment without cause or if the executive terminates his employment for good reason, the executive will be entitled to the following severance benefits:

Each of the employment agreements also provides that if the termination occurs within the 24-month period following a “change in control” (as defined in the employment agreement), then, in addition to the severance benefits provided for in connection with a termination without cause or for good reason described above, the executive will be entitled to a lump sum cash payment in an amount equal to the sum of the executive’s annual base salary, and (ii) target bonus (75% of annual base salary for Messrs. Hoyd and Moiz, and 100% of annual base salary for Mr. Johnson), for the fiscal year in which the executive’s employment was terminated. In addition, all outstanding and then unvested equity awards granted to the executive will become immediately fully vested.

On July 12, 2019, the Company entered into retention agreements (“Retention Agreements”) with each of the named executive officers. The Retention Agreements provide that each executive will be entitled to receive a retention payment on May 15, 2020, subject to the executive’s continued employment with the Company on such date, in the following amounts: Mr. Johnson, $312,500; Mr. Hoyd, $182,500; and Mr. Moiz, $206,000. The Retention Agreements also provide that the retention payment will be payable in the event of a change in control of the Company, or a termination of the executive’s employment by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the executive’s employment agreement with the Company), occurring prior to May 15, 2020.

The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of Class A common stock as of April 17, 2020 by: (a) each person known by us to beneficially own 5% or more of our shares of Class A common stock, (b) each of our directors and each of our Named Executive Officers, and (c) all of our directors and executive officers as a group. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all of the Class A common stock owned by them.

The Audit Committee oversees the Company’s financial reporting process and the independent audit of the annual consolidated financial statements on behalf of the Board of Directors. The Audit Committee reviews and reassesses the adequacy of the Audit Committee Charter at least annually.

The Company, acting through its management and Board of Directors, has the primary responsibility for the financial statements and reporting process, including the system of internal accounting controls. Management of the Company is responsible for the preparation, presentation, and integrity of the Company’s financial statements, the financial reporting process, and internal controls.

Grant Thornton LLP, an independent registered public accounting firm engaged by the Company (“GT”), is responsible for auditing the Company’s annual financial statements and expressing its opinion thereon in accordance with auditing standards and accounting principles generally accepted in the United States of America.

In addition, the members of the Audit Committee reviewed, and the chairman of the committee discussed with management and GT the Company’s independent registered public accounting firm), the interim financial information contained in each quarterly earnings release and Form 10-Q prior to the release of such information to the public.

The Audit Committee met five (5) times during 2019. In performing its oversight function, the Audit Committee reviewed the audited financial statements with the Company’s management, including a discussion of the quality, not merely the acceptability, of the accounting principles used, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. The Audit Committee also has reviewed with GT its judgments as to the quality and the acceptability of the Company’s accounting principles. Management and GT have advised the Audit Committee that the Company’s consolidated financial statements were fairly stated in accordance with generally accepted accounting principles. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed under auditing standards generally accepted in the United States, including those matters set forth in Statement on Auditing Standards No. 61 (Communication with Audit Committees), as currently in effect, and amended by Statement on Auditing Standards No. 89 (Audit Adjustments) and Statement on Auditing Standards No. 90 (Audit Committee Communications).

In addition, the Audit Committee has received the written disclosures and the letter from GT required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as currently in effect, and has reviewed, evaluated, and discussed with that firm its independence from the Company.

In fiscal 2019, all of the audit fees, audit related fees and tax fees were approved either by the Audit Committee or its designee. The Audit Committee has considered whether the provision of non-audit services by the Company’s independent registered public accounting firm is compatible with maintaining auditor independence and believes that the provision of such services is compatible. Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the terms of the engagement of GT are subject to the specific pre-approval of the Audit Committee. All audit and permitted non-audit services to be performed by GT require pre-approval by the Audit Committee in accordance with pre-approved procedures established by the Audit Committee. The procedures require all proposed engagements of GT for services of any kind to be directed to the Company’s Chief Financial Officer and then submitted for approval to the Audit Committee prior to the beginning of any services. Following its consideration of all such factors, the Audit Committee has concluded that the independent registered public accountants are independent from the Company and its management.

Further, the Audit Committee discussed with GT the overall scope and plans for their respective audits. The Audit Committee conferred with GT, with and without management present, to discuss the results of their examinations, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company, as of and for the year ended December 31, 2019, with management, its internal auditors, and GT.

Based upon the reviews and discussions with management and GT referred to above, in reliance on management and GT, and subject to the limitations of the role of the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board has approved, the inclusion of the audited financial statements of the Company in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the Securities and Exchange Commission. The Audit Committee also has approved, and is recommending stockholder approval and ratification of, the appointment of GT to audit the Company’s financial statements for its 2020 fiscal year.

This report has been submitted by the Audit Committee:

The following table sets forth certain information regarding securities authorized for issuance under the Company’s 2017 Incentive Compensation Plan and 2019 Long-Term Incentive Plan as of December 31, 2019.

Under the Company’s Policy and Procedures with Respect to Related Person Transactions, and consistent with NASDAQ rules, any material potential or actual conflict of interest or transaction between the Company and any “related person” of the Company must be reviewed and approved by the Audit Committee. SEC rules define a “related person” of the Company as any director (or nominee), executive officer, 5%-or-greater stockholder or immediate family member of any of these persons.

Sharpen Business Analytics, a company solely owned by Sharon Hoyd, who is the spouse of Kendall R. Hoyd, our President – RDS, provides accounting, financial reporting, information technology, software development, and process re-engineering consulting services to RDS pursuant to a consulting agreement, dated as of March 1, 2015. The total amount of fees paid to Sharpen Business Analytics under this consulting agreement during 2019 was $259,430.

On November 21, 2019, we entered into a board designee agreement with B. Riley Financial, Inc. (which we refer to as the “B. Riley Financial”). Under this board designee agreement, the Company agreed (i) to appoint Mr. Riley to the Company’s Board of Directors promptly after the date thereof and (ii) at each meeting of stockholders for election of directors, to (A) cause Mr. Riley to be recommended by the Nominating Committee for consideration by the Board of Directors and to be nominated by the Board of Directors for election as a director; (B) recommend to its stockholders Mr. Riley’s election, and use its reasonable best efforts to cause Mr. Riley’s election to the Board of Directors, including soliciting proxies for Mr. Riley’s election to the same extent as it does, consistent with past practice, for any other Board of Directors nominee for election as a director; and (C) request each then-current member of such Board of Directors to vote as a stockholder for approval of Mr. Riley. B. Riley Financial’s rights under the designee agreement terminate, and Mr. Riley will be deemed to have resigned as a director, upon the earliest to occur of the first date upon which (i) B. Riley Financial and its affiliates fail to beneficially own, collectively, at least 2,506,987 shares of the Company’s common stock (to be adjusted for any forward or reverse stock splits), (ii) Mr. Riley is not elected at any meeting of the Company’s stockholders, or (iii) Mr. Riley’s death, resignation or removal from the Board for cause.

On December 15, 2017, we entered into a board designee agreement with Gateway Securities Holdings, LLC (which we refer to as the “Solace Fund”). Under this board designee agreement, the Solace Fund has the right to nominate one director to serve on our Board of Directors until the earliest to occur of (i) the Solace Fund and its affiliates having sold or otherwise transferred 50% or more of the 3,500,000 shares of our common stock held by them at the time thereof (taking into account any stock splits, stock dividends or similar events), (ii) the Solace Fund and its affiliates failing to beneficially own on a fully diluted basis at least 6.5% of our outstanding common stock, (iii) the Solace Fund’s nominee being removed from our Board of Directors for cause (as defined in the board designee agreement), (iv) the Solace Fund’s nominee having breached the board designee agreement or any of his or her fiduciary duties to our Company and our stockholders, and (v) the Solace Fund’s nominee not being elected or re-elected to our Board of Directors at any meeting of our stockholders. The Solace Fund has currently designated Brett G. Wyard to serve on our board of directors.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the Securities and Exchange Commission reports of securities ownership on Form 3 and changes in such ownership on Forms 4 and 5. Based solely upon a review of Forms 3, 4, and 5 filed electronically with the Securities and Exchange Commission, the Company believes that, during 2019 all of the Company’s directors, officers and more than ten-percent beneficial owners filed all such reports on a timely basis, except that Tyrone Johnson, Kendall Hoyd, Sunil Palakodati (our former President – ASG), Nadeem Moiz and Shawn Baldwin each filed a Form 5 reporting one transaction that should have been reported earlier on a Form 4, and Mr. Smith filed a Form 3 on April 1, 2019 that should have been filed by February 16, 2019.

At the time of the preparation of this proxy sheet, the Board of Directors has not been informed of any other matters to be brought before the Annual Meeting other than those proposals specifically set forth in the Notice of Annual Meeting and referred to herein. If you execute the enclosed proxy and any other business should come before the meeting, we expect that the persons named in the enclosed proxy will vote your shares in accordance with their best judgment on that matter.

The Company encourages stockholders to contact the Corporate Secretary prior to submitting a stockholder proposal. Stockholder proposals must conform to the Company’s by-laws and the requirements of the SEC.

Pursuant to Rule 14a-8 under the Exchange Act, some stockholder proposals may be eligible for inclusion in our 2021 proxy statement. In order for a stockholder proposal to be considered for inclusion in the proxy material for our 2021 annual meeting of stockholders pursuant to SEC Rule 14a-8, your proposal must be received by our Corporate Secretary no later than December 28, 2020 (unless the meeting date is changed by more than 30 days from June 10, 2021, in which case a proposal must be a received a reasonable time before we print proxy materials for the 2021 Annual Meeting) and must be submitted in compliance with the rule. Proposals should be directed to our Corporate Secretary, Select Interior Concepts, Inc., 400 Galleria Parkway, Suite 1760 Atlanta, Georgia 30339, and should comply with the requirements of Rule 14a-8.

If our Corporate Secretary receives at the address listed above any stockholder proposal intended to be presented at the 2021 annual meeting without inclusion in the proxy statement for the meeting after March 12, 2021 (unless the meeting date is changed by more than 30 days from the anniversary of the 2020 annual meeting, in which case a proposal must be received a reasonable time before we print proxy materials for the 2021 Annual Meeting), SEC Rule 14a-4(c) provides that the proxies designated by the Board of Directors will have discretionary authority to vote on such proposal. The proxies designated by the Board of Directors also will have such discretionary authority, notwithstanding the stockholder’s compliance with the deadlines described above, if we advise stockholders in the proxy statement for the meeting about the nature of the matter and how management intends to vote on such matter, and the stockholder does not comply with specified provisions of the SEC’s rules.

Stockholders who wish the Nominating and Corporate Governance Committee to consider their recommendations for nominees for the position of Director should submit their recommendations in writing by mail to our Corporate Secretary, Select Interior Concepts, Inc., 400 Galleria Parkway, Suite 1760, Atlanta, GA 30339. Nominations for the 2021 Annual Meeting of Shareowners must be received by March 12, 2021.

The Company will provide without charge to any stockholder upon written request, a copy of the Company’s Annual Report on Form 10-K, including financial statements and schedules thereto, for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission (without exhibits). All such requests should be delivered to Corporate Secretary, Select Interior Concepts, Inc., at the address set forth on the front page of this proxy statement. Copies of exhibits will be provided upon written request and payment of a reasonable fee to cover the costs of reproducing and mailing.

Please date, sign and return the proxy card at your earliest convenience in the enclosed return envelope. No postage is required if mailed in the United States.