On behalf of our Board of Directors, I cordially invite you to the 2021 Annual Meeting of Stockholders of Select Interior Concepts, Inc. to be held at 9:30 a.m., Eastern Time, on June 9, 2021.

In light of the ongoing COVID-19 pandemic and for the safety of all of our stakeholders, 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/SIC2021. 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 2021 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/SIC2021, at 9:30 a.m., Eastern Time, on June 9, 2021, and at any adjournments or postponements thereof, for the following purposes:

Only stockholders at the close of business on April 19, 2021, 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 ongoing COVID-19 pandemic and for the safety of all of our stakeholders, 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/SIC2021.

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, with the current number of directors fixed at six directors. The Nominating and Corporate Governance Committee of the Board has recommended that Messrs. Varner, 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.

L.W. VARNER, JR., 70, has been Chief Executive Officer of SIC since June 2020. Previously, Mr. Varner was CEO of United Subcontractors, Inc. (“USI”), an installed building materials company, from July 2012 to May 2018. During his tenure, he led a transformation of the business through organic growth and strategic M&A that resulted in an eventual sale of the business, creating significant value for shareholders. From 2004 to 2012, Mr. Varner served as President and Chief Executive Officer of Aquilex Corporation, a leading provider of specialty services to the energy sector. Prior to joining Aquilex in 2004, Mr. Varner served as President for several global businesses in various industries orchestrating growth in new markets through expansion of service and product offerings. He is a graduate of The Citadel in Charleston, South Carolina and has served on various philanthropic, industry and community boards. Mr. Varner currently sits on the board of Acousti Engineering Company and previously sat on the board of directors for Bartlett Holdings, Aquilex Inc., USI and The Identity Group.

Skills and Qualifications. Mr. Varner is qualified to serve as a director due to his expertise in the manufacturing and service sectors, and his proven track record in delivering strong operating performance and excellent financial results in challenging business environments.

S. TRACY COSTER, 59, has been a director since 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, 66, has been a director since November 2017. Mr. McAleenan served as Senior Vice President and General Counsel of Builders First-Source, Inc. from 1998 until April, 2021. 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, 54, 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. 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.”

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.

ROBERT SCOTT VANSANT, 59, has been a director since November 2017. Mr. Vansant has served as Executive Vice President, Special Business Units of SRS Distribution Inc. (“SRS”), a national distributor of roofing materials, since February 2021. Mr. Vansant was previously Executive Vice President and CFO of SRS from April 2017 through January 2021. Prior to joining SRS, Mr. Vansant served as CFO at JW Aluminum, Inc. from 2015 through 2017. Prior to this, he served as President, North America of OmniMax International, Inc., a metal roofing products manufacturer. Mr. Vansant 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, 51, has been a director since December 2017. He has served as Founder & Managing Partner of Solace Capital Partners, a private equity firm, since 2014. Prior to co-founding Solace Capital Partners in 2014, he was with the Carlyle Group where he was involved with raising and investing $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. 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.”

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.

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, 2021. 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, 2020 and 2019.

The following table sets forth fees for all professional services rendered by GT for the audit of our financial statements for 2020 and 2019 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 2020 and 2019 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. Varner, 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 March 23, 2021, 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. Varner, 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 four (4) times during 2020.

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 two (2) times during 2020.

Messrs. McAleenan and Vansant and Ms. Coster all served as members of the Compensation Committee during the 2020 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 two (2) times during 2020. 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 2020 and the number of such standing committee meetings held in 2020:

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 2020 the Company’s full Board of Directors met thirteen (13) times over telephonic or video 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. 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 then-current members of the Board of Directors attended the Company’s 2020 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 (855) 742-4621.

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.

Our compensation program for our non-employee directors in place at the beginning of fiscal year 2020 provided that each of our non-employee is paid an annual cash retainer of $35,000, and the chairman of our Board of Directors is paid an annual cash retainer of $50,000. An additional annual cash retainer of $15,000 is paid to each chairman of the Audit Committee and the Compensation Committee, and $10,000 is paid to the chairman of the Nominating and Corporate Governance Committee. Annual cash retainers of $7,500 are paid to each non-chairman member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Annual stock awards are 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 light of COVID-19 and related uncertainties and challenges faced by the Company, the directors decided to forego their second quarter retainer payments and one-third of their third quarter retainer payments. They further decided to receive the balance of their third quarter retainer payments and their fourth quarter retainer payments in the form of common stock, in an effort to conserve cash. The directors’ annual stock awards (typically granted in May) were delayed until August, at which time the directors received stock awards having a value equal to 10/12 of the normal award.

The following table sets forth information concerning the compensation of our non-employee directors during the fiscal year ended December 31, 2020.

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 five executive officers, L.W. Varner, Jr., Nadeem Moiz, Karl Adrian, Patrick Dussinger and Shawn Baldwin. Information as to Mr. Varner is provided above.

NADEEM MOIZ, Age 50, became Chief Financial Officer of SIC in August 2018 and has served as Chief Operating Officer since November 2020. 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.

KARL ADRIAN, Age 61, became President of SIC’s wholly-owned subsidiary doing business as Residential Design Services (“RDS”) in March 2021. Mr. Adrian previously served as Chief Executive Officer of Clio Holdings, a large fabricator of stone and other countertops, from August 2019 until January 2020, and thereafter provided consulting and advisory services within the buildings products industry prior to joining SIC. From 2017 to 2019, he served as Chief Operating Officer for Senneca Holdings, Inc., which focused on the specialty door industry. Prior to 2017, Mr. Adrian held various executive roles at Assa Abloy, Marshfield Door Systems and Overhead Door Corporations. Mr. Adrian holds a Bachelor of Science degree from the University of Missouri – Columbia.

PATRICK DUSSINGER, Age 47, became President of SIC’s wholly-owned subsidiary doing business as Architectural Surfaces Group (“ASG”) in July 2020. Prior to joining ASG, Mr. Dussinger served as Chief Executive Officer of Southeastern Aluminum Products (“SAP”) from September 2018 to July 2020. From 2013 to 2018, Mr. Dussinger served as a Regional Vice President of USI Inc. (“USI”), a leading provider of install services for the building products industry. USI was acquired by TopBuild Corp. in May 2018, and Mr. Dussinger continued in his position as Regional Vice President following the acquisition, until joining SAP as CEO in September 2018. Mr. Dussinger holds a Bachelor of Science Degree from the University of Florida.

SHAWN K. BALDWIN, Age 50, 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 each of our named executive officers in fiscal years 2020 and 2019.

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 2020 were L.W. Varner, Jr., Tyrone Johnson, Nadeem Moiz and Shawn K. Baldwin. The following is a summary of the elements of our compensation arrangements paid to our named executive officers for fiscal year 2020.

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. Effective March 1, 2020, Mr. Johnson’s base salary was increased from $625,000 to $640,000, Mr. Hoyd’s base salary increased from $365,000 to $370,475, Mr. Moiz’s base salary increased from $412,000 to $418,180, and Mr. Baldwin’s base salary increased from $350,000 to $375,000 after a review of market compensation data by the Compensation Committee. When Mr. Varner joined the Company on June 9, 2020, his base salary was set at $500,000.

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 2020, each named executive officer had a target bonus opportunity equal to a percentage of base salary (100% for Mr. Johnson; 75% for Mr. Moiz and Mr. Baldwin). As originally established, 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, and the remaining twenty-five percent (25%) of the annual cash bonus opportunity was discretionary and determined based on individual performance against key performance goals.

The onset of COVID-19 in March 2020 had a negative impact on the Company’s operations and earnings results. As a result, in August 2020 the Compensation Committee adjusted the annual cash bonus program to include an adjusted EBITDA target that was lower than the original adjusted EBITDA target that was set at the beginning of the year, but continued to represent a meaningful and challenging hurdle for the Company in light of the unique challenges faced by the Company in 2020. The Committee believed the revised target demonstrated a proper alignment between pay and performance under the circumstances, and provided the named executive officers with a meaningful and appropriate incentive opportunity. After consideration of our Company’s performance in fiscal year 2020, the Compensation Committee determined that the revised adjusted EBITDA goal was met, and determined to pay annual cash bonuses to the named executive officers in amounts equal to 95% of their respective target bonus opportunities.

Mr. Varner joined the Company mid-year and received a guaranteed pro rata annual bonus pursuant to his employment agreement.

Retention Payments. On May 15, 2020, Mr. Johnson, Mr. Moiz and Mr. Baldwin received retention payments of $312,500, $206,000 and $175,000, respectively, pursuant to retention agreements entered into on July 12, 2019. In addition, on November 15, 2020, Mr. Moiz and Mr. Baldwin received retention payments of $209,090 and $187,500, respectively, pursuant to retention agreements entered into on March 13, 2020.

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.

During 2020, we granted restricted stock units (“RSUs”) and performance stock units (“PSUs”) to each of the named executive officers in the following amounts:

The RSUs vest in equal annual installments on the first four (or, with respect to a small portion of the RSUs only, 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 attainment of specified stock price hurdles for 20 consecutive trading days on or prior to June 8, 2024, 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 due to death or disability, or upon a change in control of the Company (unless the awards are assumed by the surviving company). In the event a named executive officer’s employment is terminated without “cause” or for “good reason” prior to June 8, 2022, he will vest in 50% of the earned PSUs, and in the event the named executive officer’s employment is terminated without “cause” or for “good reason” after June 8, 2022, he will vest in a pro rata portion of the earned PSUs.

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 an employment agreement with Mr. Moiz on August 17, 2018, with Mr. Baldwin on October 22, 2018, and with Mr. Varner on June 8, 2020. 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. Varner’s, Moiz’s and Baldwin’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. Varner’s, Moiz’s and Baldwin’s employment without cause or if the executive terminates his employment for good reason, the executive will be entitled to the following severance benefits:

The employment agreements of Mr. Moiz and Mr. Baldwin also provide 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 target bonus, 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.

As noted above, Mr. Johnson, our former Chief Executive Officer, resigned from the Company effective June 9, 2020. In connection with his resignation, the Company and Mr. Johnson entered into a separation agreement providing for severance payments and benefits to Mr. Johnson in an aggregate amount equal to $701,164, consistent with the terms of his employment agreement, plus a payout of $320,000 pursuant to the terms of a retention agreement the Company entered into with Mr. Johnson on March 13, 2020.

The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of Class A common stock as of April 19, 2021 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 four (4) times during 2020. 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 2020, 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, 2020, 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, 2020, 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 2021 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, 2020.

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 former 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 2020 was $245,416.

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 2020 all of the Company’s directors, officers and more than ten-percent beneficial owners filed all such reports on a timely basis, except that B. Riley FBR, Inc. filed a Form 4 on August 31, 2020 that should have been filed by August 28, 2020, Nadeem Moiz filed a Form 4 on August 27, 2020 that should have been filed by August 19, 2020, and our Chief Accounting Officer, Lance Brown, filed a Form 4 on August 27, 2020 that should have been filed by August 24, 2020.

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.

As permitted by the Exchange Act, only one copy of this proxy statement or notice of internet availability is being delivered to stockholders residing at the same address, unless the stockholders have notified the Company of their desire to receive multiple copies. This is known as householding. The Company will properly deliver, upon oral or written request, a separate copy of the materials to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies for the current year or future years should be directed to our Corporate Secretary by mail at Select Interior Concepts, Inc., 400 Galleria Parkway, Suite 1760, Atlanta, Georgia 30339, Attn: Corporate Secretary. Stockholders of record residing at the same address and currently receiving multiple copies of the proxy statement or notice of internet availability may contact our registrar and transfer agent, Broadridge Corporate Issuer Solutions, to request that only a single copy of the materials be mailed in the future. Contact our transfer agent by phone at 1-800-579-1639 or by mail at Select Interior Concepts, Inc. c/o Broadridge Corporate Issuer Solutions, P.O. Box 1342, Brentwood, NY 11717. Beneficial owners should contact their broker, bank or other nominee.

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 2022 proxy statement. In order for a stockholder proposal to be considered for inclusion in the proxy material for our 2022 annual meeting of stockholders pursuant to SEC Rule 14a-8, your proposal must be received by our Corporate Secretary no later than December 29, 2021 (unless the meeting date is changed by more than 30 days from June 9, 2022, in which case a proposal must be a received a reasonable time before we print proxy materials for the 2022 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 2022 annual meeting without inclusion in the proxy statement for the meeting after March 11, 2022 (unless the meeting date is changed by more than 30 days from the anniversary of the 2021 annual meeting, in which case a proposal must be received a reasonable time before we print proxy materials for the 2022 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 2022 Annual Meeting of Shareowners must be received by March 11, 2022.

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, 2020, 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.