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The Global Flooring Leader
Mohawk Industries (NYSE: MHK) is the world’s largest flooring company, delivering style and performance for residential and commercial spaces around the globe. Mohawk offers a comprehensive array of hard and soft surface products for every application.
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Global Ceramic
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Flooring — North America
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Flooring — Rest of the World
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One of the largest manufacturers of ceramic tile and natural stone products in the world.
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Primary Brands: Daltile®, American Olean®, Marazzi®, Ragno®, Kai®, Emilgroup®, Grupo Daltile®, Vitromex®, Arko®, Eliane®, DecorTiles®, Elizabeth® and Kerama Marazzi®
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One of the largest suppliers of premium carpet, carpet tile, rugs, laminate, luxury vinyl tile, sheet vinyl and wood flooring in North America.
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Primary Brands: Mohawk®, Karastan®, Godfrey Hirst®, Quick-Step®, Pergo®, Mohawk Group®, Durkan®, Aladdin Commercial®, Mohawk Home®, and Foss®
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One of the largest suppliers outside of North America of premium laminate, sheet vinyl, carpet, wood and luxury vinyl tile flooring. European product line also includes roofing systems, insulation products, mezzanine flooring and panels for construction, cabinet and furniture markets.
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Primary Brands: Quick-Step®, Pergo®, Moduleo®, Leoline®, Lentex®, Unilin Insulation®, Unilin Panels®, Godfrey Hirst®, GH Commercial®, Feltex® and Redbook®
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$10.8B
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$1.4B
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$680M
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1.1x
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2024 WORLDWIDE SALES
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2024 ADJUSTED EBITDA(1)
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2024 FREE CASH FLOW(1)
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NET DEBT TO ADJUSTED
EBITDA RATIO(1)(2) |
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~180
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19
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32
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~41,900
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COUNTRIES — SALES(2)
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COUNTRIES — MANUFACTURING(2)
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ACQUISITIONS SINCE 2013(2)
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EMPLOYEES WORLDWIDE(2)
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Our Vision
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At Mohawk, we translate superior design, innovation, customer support and sustainable solutions into superior performance.
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Newsweek
America’s Greatest Workplaces for Diversity |
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Newsweek
America’s Greatest Workplaces for Women |
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USA Today
America’s Climate Leaders |
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Green Builder Media
2024 Eco-Leaders |
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City of Hope
Spirit of Life Award |
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Mohawk Industries
160 South Industrial Boulevard Calhoun, Georgia 30701 (706) 629-7721 mohawkind.com |
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Date
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Location
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Record Date
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Thursday, May 22, 2025
10:00 a.m., local time |
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Mohawk Industries Headquarters
160 South Industrial Boulevard Calhoun, Georgia 30701 |
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The Board of Directors has set March 27, 2025 as the record
date for the determination of stockholders entitled to notice of and to vote at the meeting |
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Items of Business
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1
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To elect three persons who will serve as the Company’s Class III directors for a three-year term beginning in 2025;
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2
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To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025;
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3
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To hold a non-binding, advisory vote to approve the compensation of the Company’s named executive officers,as disclosed and discussed in the compensation discussion and analysis, compensation tables and any related material disclosed in this proxy statement; and
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4
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To consider and act upon such other business as may properly come before the meeting or any adjournments or postponements thereof.
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Please use Internet voting or complete and return a proxy card so that your shares will be represented. If you choose to attend the meeting, you may revoke your proxy and personally cast your votes.
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Internet
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Mobile Device
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Go to www.proxyvote.com 24/7 and follow the instructions
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Scan the QR code to go to www.proxyvote.com
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Telephone
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At the Meeting
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Call toll-free 1 (800) 690-6903 or the telephone number on your voting instruction form
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Attend the meeting and cast your ballot
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IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MAY 22, 2025
The Proxy Statement and the 2024 Annual Report to Stockholders are available at the Company’s website, ir.mohawkind.com/ proxy-materials
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Mail
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Sign, date and mail your proxy card in the postage-paid envelope provided
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| | | Proposal 3 — Advisory Vote on Executive Compensation | | |
| | | Executive Compensation | | |
| | | Executive Officers | | |
| | | Compensation Discussion and Analysis | | |
| | | Compensation Committee Report | | |
| | | Compensation Tables and Narrative | | |
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| | | CEO Pay Ratio | | |
| | | Pay Versus Performance | | |
| | | Certain Relationships and Related Transactions | | |
| | | Compensation Committee Interlocks and Insider Participation | | |
| | | Stock Ownership Information | | |
| | | Principal Stockholders of the Company | | |
| | | Delinquent Section 16(a) Reports | | |
| | | Information about the Annual Meeting and Voting | | |
| | | Questions and Answers | | |
| | | Stockholder Proposals | | |
| | | Other Matters | | |
| A-1 | | | Annex A — Non-GAAP Reconciliation | |
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Proposal 1 —
Election of Directors
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Joseph A. Onorato
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William H. Runge III
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W. Christopher Wellborn
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BOARD OF
DIRECTORS |
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CLASS I
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CLASS II
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CLASS III
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Term expiring in 2026
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Term expiring in 2027
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Term expiring in 2025
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Karen A. Smith Bogart
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Jeffrey S. Lorberbaum
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Bernard P. Thiers
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Bruce C. Bruckmann
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Jerry W. Burris
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John M. Engquist
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Joseph A. Onorato
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William H. Runge III
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W. Christopher Wellborn
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The Board of Directors recommends a vote FOR the election of the nominees presented herein.
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Mohawk Industries, Inc. | 2025 Proxy Statement 1
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DIRECTOR EXPERIENCE MATRIX
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BOGART
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BRUCKMANN
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BURRIS
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ENGQUIST
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LORBERBAUM
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ONORATO
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RUNGE
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THIERS
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WELLBORN
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GLOBAL BUSINESS
Mohawk is a global business, with products tailored to regional demand, manufactured in 19 countries and sales in approximately 180 countries worldwide.
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7
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MERGERS & ACQUISITIONS
During the past three decades, Mohawk has grown significantly through a combination of organic growth and acquisitions, including 32 acquisitions since 2013.
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9
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FINANCE
Mohawk’s business involves complex cross-border financial transactions and requires a high level of strategic and financial experience.
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5
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SUSTAINABILITY
Mohawk is committed to responsible practices and environmental stewardship. The Board has primary responsibility for oversight of environmental, social and governance matters.
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8
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ENTERPRISE RISK MANAGEMENT
The Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk.
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7
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CYBERSECURITY
The Board’s Audit Committee is responsible for risk oversight related to cybersecurity and data security.
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5
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KNOWLEDGE OF FLOORING INDUSTRY
Mohawk is the world’s largest flooring company. Knowledge of the flooring industry includes an understanding of markets, competition and vertically integrated operations (design, material sourcing, manufacturing and distribution), product performance, sustainable features, quality control, cost management and raw material integrity.
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7
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MANUFACTURING/OPERATIONS
Mohawk has manufacturing operations in 19 countries and is committed to responsibly sourcing raw materials for manufacturing processes.
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6
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DISTRIBUTION/TRANSPORTATION
Mohawk owns and operates a vast logistics network, using route optimization software and “backhauls” to streamline delivery routes, ensure compliance with federal and state emissions levels and boost efficiency.
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7
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| 2 2025 Proxy Statement | Mohawk Industries, Inc. | | | |
| Joseph A. Onorato | |
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AUDIT COMMITTEE
FINANCIAL EXPERT
INDEPENDENT DIRECTOR
since February 2008 AGE 76
BOARD COMMITTEES
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Audit (Chair)
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Compensation
REASON FOR NOMINATION
Mr. Onorato brings significant executive and financial experience with public, global manufacturing companies, including service as both a Chief Financial Officer and as a Treasurer, together with service on another public company board of directors. |
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BIOGRAPHICAL INFORMATION
Dana Corporation, a global leader in the engineering, manufacturing and distribution of components and systems for worldwide vehicular and industrial manufacturers
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Senior Vice President and Chief Financial Officer, Automotive Aftermarket Group (July 1998 until his retirement in September 2000)
Echlin, Inc. (“Echlin”), a worldwide manufacturer of motor vehicle parts
In July 1998, Dana Corporation merged with Echlin
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Senior Vice President and Chief Financial Officer (1981 to 2000)
Certified public accountant with previous work experience at PricewaterhouseCoopers
OTHER PUBLIC COMPANY BOARDS
Affinia Group Intermediate Holdings, Inc., a motor vehicle manufacturing company (2004 to 2016)
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Served as Chairman of the Audit Committee
BPI Holdings International, Inc., a motor vehicle manufacturing company (2013 to 2015)
OTHER BOARD SERVICE
Quinnipiac University School of Business (Dean’s Advisory Council, 1985 to 2023)
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KEY SKILLS
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Global Business
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Mergers &
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Finance
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Sustainability
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Enterprise Risk
Management |
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Cybersecurity
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| William H. Runge III | |
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INDEPENDENT DIRECTOR
since July 2014 AGE 73
BOARD COMMITTEES
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Audit
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Compensation (Chair)
REASON FOR NOMINATION
Mr. Runge brings extensive experience working with companies to transform operations, catapult growth and accelerate results. Mr. Runge has worked in domestic and international businesses to develop long-term strategies as well as operating tactics to both improve profitability and drive growth. |
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BIOGRAPHICAL INFORMATION
Alvarez & Marsal, a premier business advisory firm for companies seeking to transform operations, catapult growth and accelerate results
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Managing Director (June 2002 to present)
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Served in Chief Financial Officer, Chief Operating Officer, Chief Executive Officer and Controller roles in the manufacturing, distribution and service industries
Arthur Andersen
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Partner-in-Charge for the Southeast Region Corporate Recovery Practice (1992 to 2002)
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Spent more than 10 years with the corporate restructuring group in Atlanta
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KEY SKILLS
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Global Business
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Mergers & Acquisitions
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Finance
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Sustainability
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Knowledge of Flooring Industry
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Manufacturing/ Operations
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Distribution/ Transportation
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Mohawk Industries, Inc. | 2025 Proxy Statement 3
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| W. Christopher Wellborn | |
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VICE CHAIRMAN OF THE BOARD since February 2025
DIRECTOR since March 2002
AGE 69
REASON FOR NOMINATION
Mr. Wellborn served as Mohawk’s President and Chief Operating Officer until his retirement in 2025. He brings more than 30 years of experience in the manufacturing and finance sectors, with approximately 20 years as an executive in the flooring industry. |
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BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
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President and Chief Operating Officer (November 2009 until his retirement in February 2025)
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Chief Operating Officer (2005 to 2009)
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President — Dal-Tile (2002 to 2005)
Dal-Tile International Inc. (“Dal-Tile”)
In March 2002, Mohawk acquired Dal-Tile
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Executive Vice President, Chief Financial Officer and Assistant Secretary (1997 to 2002)
Lenox, Inc.
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Senior Vice President and Chief Financial Officer (1993 to 1997)
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KEY SKILLS
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Global Business
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Mergers & Acquisitions
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Finance
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Sustainability
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Enterprise Risk Management
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Cybersecurity
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Knowledge of Flooring Industry
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Manufacturing/ Operations
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Distribution/ Transportation
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| Karen A. Smith Bogart, Ph.D. | |
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INDEPENDENT DIRECTOR since May 2011
AGE 67
BOARD COMMITTEES
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Compensation
•
Nominating & Corporate Governance (Chair)
QUALIFICATIONS
Dr. Bogart brings broad executive experience, including in the consumer products sector and in Asia, with domestic and multi-national public and private companies in various industries, together with service on another public company board of directors. |
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BIOGRAPHICAL INFORMATION
Smith Bogart Consulting, an advisement firm focused on business growth, turn-around and capability
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President (June 2006 to present)
Dr. Bogart has led start-up firms in consumer products and printing services.
Eastman Kodak Company (“Kodak”)
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Chairman and President of Greater Asia, responsible for Kodak’s businesses and operations across Asia (2004 to 2006)
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Senior Vice President, responsible for managing many of Kodak’s largest global businesses in the consumer, professional and health sectors (1980 to 2003)
OTHER PUBLIC COMPANY BOARDS
Monolithic Power Systems, Inc., a public semiconductor company (2007 to 2016)
OTHER BOARD SERVICE
Michelman Inc., a privately held specialty chemicals company (current director) (2015 to present)
Silver Maple Ventures, an on-line crowd-funding firm (2015 to 2017)
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KEY SKILLS
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Global Business
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Mergers & Acquisitions
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Sustainability
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Knowledge of Flooring Industry
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Manufacturing/ Operations
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| 4 2025 Proxy Statement | Mohawk Industries, Inc. | | | |
| Jeffrey S. Lorberbaum | |
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CHAIRMAN OF THE BOARD since May 2004
DIRECTOR since March 1994
AGE 70
QUALIFICATIONS
Mr. Lorberbaum, Mohawk’s Chairman and Chief Executive Officer, brings almost 50 years of management and executive experience in the flooring industry and is a significant stockholder. |
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BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
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Chief Executive Officer (January 2001 to present)
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President and Chief Operating Officer (1995 to 2001)
Aladdin Mills Inc. (“Aladdin”)
In March 1994, Mohawk acquired Aladdin
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President and Chief Executive Officer (1994 to 1994)
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Vice President — Operations (1986 to February 1994)
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Joined Aladdin in 1976
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KEY SKILLS
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Global Business
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Mergers & Acquisitions
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Finance
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Sustainability
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Enterprise Risk Management
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Cybersecurity
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Knowledge of Flooring Industry
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Manufacturing/ Operations
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Distribution/ Transportation
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| Bernard P. Thiers | |
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DIRECTOR since February 2024
AGE 69
QUALIFICATIONS
Mr. Thiers, as a former executive officer of the Company, brings nearly 40 years of management and executive experience in the flooring industry generally and in the Company’s Flooring Rest of the World segment specifically. |
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BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
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Senior Advisor (February 2024 to present)
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President — Flooring Rest of the World (2009 until his retirement in February 2024)
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President — Unilin Flooring (2006 to 2009)
Unilin Holding NV (“Unilin”), a leading manufacturer and marketer of laminate flooring products based in Belgium
In October 2005, Mohawk acquired Unilin (which became a significant operating subsidiary in the Company’s Flooring Rest of the World segment)
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Managing Director of Unilin Flooring (1996 to 2006)
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Joined Unilin in 1984 as a plant manager and served in roles of increasing management significance since that time
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KEY SKILLS
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Global Business
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Mergers & Acquisitions
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Sustainability
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Enterprise Risk Management
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Knowledge of Flooring Industry
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Manufacturing/ Operations
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Distribution/ Transportation
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Mohawk Industries, Inc. | 2025 Proxy Statement 5
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| Bruce C. Bruckmann | |
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INDEPENDENT DIRECTOR since October 1992
AGE 71
BOARD COMMITTEES
•
Audit
•
Nominating & Corporate Governance
QUALIFICATIONS
Mr. Bruckmann brings significant experience in corporate finance and capital markets, together with service on other public company boards of directors. |
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BIOGRAPHICAL INFORMATION
Bruckmann, Rosser, Sherrill & Co., Inc., a private equity investment firm
•
Managing Director (January 1995 to present)
Citicorp Venture Capital, Ltd. (“CVC, Ltd.”)
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Managing Director (1994 to 1995)
•
Vice President (1983 to 1994)
399 Venture Partners, Inc. (formerly Citicorp Investments, Inc.)
•
Executive Officer (1994 to 1995)
OTHER PUBLIC COMPANY BOARDS
H&E Equipment Services, Inc., a renter and distributor of industrial and construction equipment (1999 to present)
MWI Veterinary Supply Co., a distributor of animal health products (former director and Chairman of the Board of Directors)
Town Sports International, Inc., a fitness club operator (former director)
AmerisourceBergen, a distributor of human health products (former director)
Chromcraft Revington, a manufacturer of residential furniture (former director)
California Pizza Kitchen, a casual restaurant chain (former director)
Heritage-Crystal Clean, Inc., a waste management and used oil re-refining business (former director)
CORT Business Services, a renter of residential and commercial furniture and furnishings (former director)
OTHER BOARD SERVICE
Eos Fitness, a private company (current director)
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KEY SKILLS
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Mergers & Acquisitions
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Finance
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Enterprise Risk Management
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Knowledge of Flooring Industry
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Distribution/ Transportation
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| 6 2025 Proxy Statement | Mohawk Industries, Inc. | | | |
| Jerry W. Burris | |
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INDEPENDENT DIRECTOR since February 2022
AGE 61
BOARD COMMITTEES
•
Compensation
•
Nominating & Corporate Governance
QUALIFICATIONS
Mr. Burris brings significant executive leadership experience in management of global manufacturing operations and related processes, such as supply chain management, quality control and product development, together with service on another public company board of directors. |
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BIOGRAPHICAL INFORMATION
Midwest Can Company, a manufacturer of portable fuel cans and specialty containers
•
President and Chief Executive Officer (May 2018 to present)
Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products
•
President and Chief Executive Officer (2011 to 2014)
Barnes Group Inc.
•
President of Barnes Industrial, a global precision components business within Barnes Group (2006 to 2011)
General Electric
•
President and Chief Executive Officer of Advanced Materials Quartz and Ceramics (2006)
•
General Manager of Global Services at GE Healthcare (2003 to 2006)
•
Head of Global Supply Chain Sourcing with GE Industrial Systems and Honeywell Integration (2000)
OTHER PUBLIC COMPANY BOARDS
nVent Electric plc (current director since 2018)
Fifth Third Bancorp (2016 to 2020)
Pentair plc (2008 to 2018)
OTHER BOARD SERVICE
Midwest Can Company (current director since 2017)
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KEY SKILLS
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Global Business
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Mergers & Acquisitions
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Sustainability
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Enterprise Risk Management
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Cybersecurity
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Manufacturing/ Operations
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Distribution/ Transportation
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Mohawk Industries, Inc. | 2025 Proxy Statement 7
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| John M. Engquist | |
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LEAD INDEPENDENT DIRECTOR since February 2023
INDEPENDENT DIRECTOR since February 2020
AGE 71
BOARD COMMITTEES
•
Audit
•
Nominating & Corporate Governance
QUALIFICATIONS
Mr. Engquist brings significant executive and board experience with a public integrated equipment services company, including service as a Chief Executive Officer, President and Executive Chairman. |
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BIOGRAPHICAL INFORMATION
H&E Equipment Services, Inc., a public integrated equipment services company
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Executive Chairman of the Board (January 2019 to present)
•
Chief Executive Officer and Director of H&E Inc. (2005 to 2019)
•
President of H&E Inc. (2005 to 2012)
•
President, Chief Executive Officer and Director of H&E LLC (from its formation in June 2002 until its merger with and into H&E Inc. in February 2006)
•
Served in executive leadership roles with predecessor companies of H&E LLC (prior to 2002)
OTHER PUBLIC COMPANY BOARDS
H&E Equipment Services, Inc. (current director and Executive Chairman of the Board since 2019)
OTHER BOARD SERVICE
Serves as a director on the board of a number of private companies
LSU Foundation (current director, serving on several committees of the Board of Directors)
Franciscan Missionaries of Our Lady Health System, Inc., based in Baton Rouge, Louisiana (current director and member of the Finance Committee)
St. Jude Children’s Research Hospital, in Memphis, Tennessee (former director and member of the Leadership Council)
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KEY SKILLS
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Mergers & Acquisitions
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Sustainability
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Enterprise Risk Management
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Cybersecurity
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Knowledge of Flooring Industry
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Distribution/ Transportation
|
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| 8 2025 Proxy Statement | Mohawk Industries, Inc. | | | |
|
•
business experience
•
technical skills
•
industry expertise
•
financial literacy
•
sufficient time to devote to the Board
•
language skills
|
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•
leadership qualities
•
character and integrity
•
education
•
commitment to represent the long-term interests of the Company’s stockholders, and
•
other personal characteristics.
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Mohawk Industries, Inc. | 2025 Proxy Statement 9
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Audit Committee*
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Compensation Committee
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Nominating and Corporate Governance Committee
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MEETINGS IN 2024: 7
|
| ||||
|
MEMBERS
•
Mr. Onorato (Chair)
•
Mr. Bruckmann
•
Mr. Engquist
•
Mr. Runge
QUALIFICATIONS
•
The Board of Directors has determined that Mr. Onorato is qualified as an audit committee financial expert within the meaning of applicable SEC regulations and has all the requisite accounting and financial expertise within the meaning of the listing standards of the NYSE.
•
All members of the Audit Committee are independent within the meaning of the standards for independence set forth in the Company’s corporate governance guidelines, which are consistent with applicable SEC rules and NYSE corporate governance standards.
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| | |
PRINCIPAL RESPONSIBILITIES
The Audit Committee:
•
oversees management’s conduct of the financial reporting process, the system of internal, financial and administrative controls, the annual independent audit of the Company’s consolidated financial statements and certain other risk oversight-related matters;
•
oversees risk management as it relates to the Company’s sustainability strategy, climate-related risks, data protection and cybersecurity, among other matters;
•
engages the independent registered public accounting firm;
•
reviews the independence of such independent registered public accounting firm;
•
approves the scope of the annual activities of the independent registered public accounting firm and internal auditors; and
•
reviews audit results.
CHARTER
The Board of Directors has adopted a written charter for the Audit Committee, which is available on the Company’s website at ir.mohawkind.com under the heading “Investors” and the subheading “Corporate Governance.”
REPORT OF THE AUDIT COMMITTEE
See also “Audit Committee — Report of the Audit Committee of the Board of Directors of Mohawk Industries, Inc.”
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10 2025 Proxy Statement | Mohawk Industries, Inc.
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MEETINGS IN 2024: 2
|
| ||||
|
MEMBERS
•
Mr. Runge (Chair)
•
Dr. Bogart
•
Mr. Burris
•
Mr. Onorato
QUALIFICATIONS
•
All members of the Compensation Committee are independent within the meaning of the standards for independence set forth in the Company’s corporate governance guidelines, which are consistent with applicable SEC rules and NYSE corporate governance standards.
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| | |
PRINCIPAL RESPONSIBILITIES
The Compensation Committee is responsible for:
•
deciding, recommending and reviewing the compensation, including benefits, of the executive officers and directors of the Company;
•
reviewing risks associated with the Company’s compensation policies and practices; and
•
administering the Company’s executive and senior management incentive compensation plans.
The Compensation Committee may delegate any of its authority and responsibilities to a subcommittee of members of the Compensation Committee designated by the Chairman of the Compensation Committee. To the extent permitted by Delaware law, the Compensation Committee may delegate to one or more officers of the Company the power to designate the employees (other than executive officers) of the Company or any of its subsidiaries who will receive grants of equity incentive awards and the number of such awards.
For more information regarding the Compensation Committee’s processes and procedures for the consideration and determination of executive compensation, see “Compensation Discussion and Analysis” below.
CHARTER
The Board of Directors has adopted a written charter for the Compensation Committee, which is available on the Company’s website at ir.mohawkind.com under the heading “Investors” and the subheading “Corporate Governance.”
REPORT OF THE COMPENSATION COMMITTEE
See also “Executive Compensation — Compensation Committee Report.”
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MEETINGS IN 2024: 2
|
| ||||
|
MEMBERS
•
Dr. Bogart (Chair)
•
Mr. Bruckmann
•
Mr. Burris
•
Mr. Engquist
QUALIFICATIONS
•
All members of the Governance Committee are independent within the meaning of the standards for independence set forth in the Company’s corporate governance guidelines, which are consistent with applicable SEC rules and NYSE corporate governance standards.
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| | |
PRINCIPAL RESPONSIBILITIES
The Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for:
•
assisting the Board of Directors in fulfilling its oversight responsibilities under the NYSE listing standards and Delaware law;
•
identifying qualified candidates for nomination to the Board of Directors;
•
oversight of the Company’s sustainability-related programs; and
•
developing and evaluating the Company’s corporate governance policies.
The Governance Committee also considers nominees to the Board of Directors recommended by stockholders in accordance with the requirements of the Company’s Bylaws.
As part of its oversight of sustainability-related programs, the Governance Committee assists the Board of Directors with formulating strategies to respond to public policy, legislative, regulatory, political and social issues and trends related to environmental, health and safety, and sustainability performance that may significantly affect the business operations, financial performance or public image of the Company.
CHARTER AND CORPORATE GOVERNANCE GUIDELINES
The Board of Directors has adopted a written charter for the Governance Committee and Corporate Governance Guidelines recommended by the Governance Committee, both of which are available on the Company’s website at ir.mohawkind.com under the heading “Investors” and the subheading “Corporate Governance.”
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Mohawk Industries, Inc. | 2025 Proxy Statement 11
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In deciding that a combined Chairman and Chief Executive Officer position is the appropriate leadership structure for the Company at this time, the Governance Committee and Board of Directors also recognized the benefit of independent leadership to enhance the effectiveness of the Board’s oversight role. Accordingly, in February 2023, our Governance Committee and Board of Directors adopted amended and restated Corporate Governance Guidelines that, among other things, established the role of Lead Independent Director. Mr. Engquist was subsequently appointed by the Board to serve as the Company’s first Lead Independent Director and was re-appointed to this role in February 2025.
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•
participates in setting the agenda of Board of Directors and Committee meetings,
•
coordinates the distribution and presentation of meeting materials,
•
maintains the focus and punctuality of Board of Directors and Committee meetings, and
•
presides over executive session meetings of the independent directors.
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12 2025 Proxy Statement | Mohawk Industries, Inc.
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Better for
People |
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Better for
the Planet |
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Better for
Performance |
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•
PERFORMANCE-DRIVEN
WORKPLACE
Building and developing a high-performing team with many different backgrounds and experiences
•
ZERO-HARM WORKPLACE
Creating safe, hazard-free environments that support employee health and well-being
•
CONNECTED COMMUNITIES
Partnering locally and globally with organizations to improve lives where team members, customers and stakeholders live and work
|
| | |
•
CLIMATE-POSITIVE FUTURE
Being part of the climate change solution through implementation of our decarbonization strategy
•
WATER RESTORATION
Improving efficient and responsible use of water in all processes and products
•
PRODUCT CIRCULARITY
Thoughtfully minimizing environmental impact across product lifecycle through sustainable design, innovation, extended use and responsible reuse
•
RESPONSIBLE SOURCING
Selecting suppliers and partners that meet our ethical, sustainable and socially conscious standards
|
| | |
•
SUSTAINABLE LEADERSHIP
Aligning business direction and decision-making with sustainability goals via a multi-level council of key stakeholders
•
POLICIES
Maintaining clear, accessible and consistent ethics, compliance and other sustainability-related policies, such as environmental and human rights, across the organization and ensuring feedback can be provided by stakeholders through anonymous platforms
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Mohawk Industries, Inc. | 2025 Proxy Statement 13
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SUSAINTABILITY GOVERNANCE
|
| | |
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Our CEO, Board of Directors and Governance Committee, alongside an Environmental, Social and Governance (ESG) Executive Council that includes our Chief Sustainability Officer, Chief Financial Officer, Vice President — Business Strategy & General Counsel, Chief Operating Officer and business segment presidents, lead the Company’s sustainability agenda.
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The ESG Executive Council defines sustainability strategy and programs and the associated goals and objectives, while the Governance Committee has specific oversight responsibility for sustainability initiatives and the Audit Committee oversees risk management.
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| ||||
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In addition, the Company’s People Council and Planet Council are comprised of multi-business, multi-level stakeholder leadership groups which align business direction and decision-making with sustainability goals by identifying metrics to track performance, providing business segment feedback and sharing best practices.
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14 2025 Proxy Statement | Mohawk Industries, Inc.
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Given our global operations, Mohawk recognizes the importance of conducting business with integrity, transparency, consistency and accountability. Our strong ethical foundation serves as the guiding principle that shapes our interactions with customers, employees, vendors and the communities where we operate.
In addition to meeting applicable local and national regulatory compliance standards, we continue to utilize best-in-class reporting frameworks such as:
•
the Global Reporting Initiative (GRI),
•
CDP, and
•
the International Sustainability Standards Board (ISSB).
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| |
Sustainability is a fundamental component of Mohawk’s overall business strategy. This commitment is inherent in our development of innovative products to meet customer desires and needs, our manufacturing processes, and our broader supply chains and business systems that aim to meet the needs of our employees, customers and communities. Our Board of Directors evaluates and makes recommendations regarding Mohawk’s sustainability initiatives as part of our assessment of the Company’s financial and operational results and plans. As Board members, we recognize the decisions we make today can have a long-term effect on the business’ performance, people, and the planet. That recognition inspires the dedication and diligence we bring to our roles.”
KAREN SMITH BOGART, PHD
Chair of the Governance Committee
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|
•
Board composition and refreshment;
•
timing, agenda, and content of Board meetings;
|
| |
•
Board dynamics and function; and
•
executive succession planning.
|
|
|
•
an assessment of the committee’s compliance with the committee’s charter;
•
the committee’s composition and refreshment; and
|
| |
•
timing, agenda and content of committee meetings.
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Mohawk Industries, Inc. | 2025 Proxy Statement 15
|
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•
the ability of the prospective nominee to represent the interests of the stockholders;
•
the prospective nominee’s standards of integrity, commitment and independence of thought and judgment;
•
the prospective nominee’s ability to dedicate sufficient time, energy and attention to the performance of his or her duties;
|
| |
•
the extent to which the prospective nominee contributes to the range of talent, skill and expertise of the Board of Directors; and,
•
the extent to which the prospective nominee helps the Board of Directors reflect the gender, racial, ethnic and global diversity of the Company’s stockholders, employees and customers.
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Types of
Outreach |
| | |
![]() |
| |
Company
Participants |
| | |
![]() |
| |
Topics of
Discussion |
|
|
•
Quarterly earnings releases
•
Quarterly investor calls
•
Annual Report
•
SEC filings
•
News releases
•
Investor/analyst presentations
•
Annual Meeting of Stockholders
•
Annual election of directors and
Say-on-Pay vote
•
Impact Report
|
| | |
•
Executive leadership team
•
Senior management
•
Investor relations
•
Subject matter experts
|
| | |
•
Corporate governance
•
Business strategy and execution
•
Risk oversight
•
Sustainability programs and disclosures
•
Succession planning
|
|
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16 2025 Proxy Statement | Mohawk Industries, Inc.
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|
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Mohawk Industries, Inc.
Attention: Board of Directors P.O. Box 963 Calhoun, Georgia 30703 |
|
| | | |
2024 Annual Retainer
($) |
| |||
| Non-Employee Director | | | | | | | |
|
•
Cash Retainer
|
| | | | 100,000 | | |
|
•
Equity Retainer
|
| | | | 165,000 | | |
| Additional Compensation | | | | | | | |
| Lead Independent Director(1) | | | | | 35,000 | | |
| Committee Chairs: | | | | | | | |
|
•
Audit
|
| | | | 25,000 | | |
|
•
Compensation
|
| | | | 20,000 | | |
|
•
Governance
|
| | | | 15,000 | | |
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 17
|
|
|
Non-Employee Director
|
| |
Fees Earned or Paid in
Cash(1) ($) |
| |
Stock Awards(2)
($) |
| |
All Other
Compensation ($) |
| |
Total
(#) |
| ||||||||||||
| Karen A. Smith Bogart | | | | | 115,000 | | | | | | 184,240 | | | | | | | | | | | | 299,240 | | |
| Bruce C. Bruckmann | | | | | 100,000 | | | | | | 184,240 | | | | | | | | | | | | 284,240 | | |
| Jerry W. Burris | | | | | 100,000 | | | | | | 184,240 | | | | | | | | | | | | 284,240 | | |
| John M. Engquist | | | | | 100,000 | | | | | | 184,240 | | | | | | | | | | | | 284,240 | | |
| Joseph A. Onorato | | | | | 125,000 | | | | | | 184,240 | | | | | | | | | | | | 309,240 | | |
| William H. Runge III | | | | | 120,000 | | | | | | 184,240 | | | | | | | | | | | | 304,240 | | |
| Bernard P. Thiers(3) | | | | | — | | | | | | — | | | | | | 1,318,893(4) | | | | | | 1,318,893 | | |
|
Non-Employee Director
|
| |
Restricted Stock Units
(#) |
| |||
| Dr. Bogart | | | | | 3,026 | | |
| Mr. Bruckmann | | | | | 3,026 | | |
| Mr. Burris | | | | | 2,855 | | |
| Mr. Engquist | | | | | 3,026 | | |
| Mr. Onorato | | | | | 3,026 | | |
| Mr. Runge | | | | | 3,026 | | |
| Mr. Thiers | | | | | 17,315 | | |
|
18 2025 Proxy Statement | Mohawk Industries, Inc.
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Proposal 2 —
Ratification of Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm |
|
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The Board of Directors recommends a vote FOR the ratification of KPMG LLP as the Company’s independent registered public accounting firm.
|
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| |
Mohawk Industries, Inc. | 2025 Proxy Statement 19
|
|
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AUDIT COMMITTEE
|
| |||||||||
|
Joseph A. Onorato —
Chair |
| |
Bruce C. Bruckmann
|
| |
John M. Engquist
|
| |
William H. Runge III
|
|
|
KPMG LLP Fees
|
| |
2024
($) |
| |
2023
($) |
| ||||||
| Audit fees(1) | | | | | 10,314 | | | | | | 10,512 | | |
| Audit-related fees(2) | | | | | 398 | | | | | | 133 | | |
| Tax fees(3) | | | | | 15 | | | | | | 121 | | |
| All other fees(4) | | | | | 125 | | | | | | — | | |
| Total | | | | | 10,852 | | | | | | 10,766 | | |
|
20 2025 Proxy Statement | Mohawk Industries, Inc.
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| | |
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| | |
Proposal 3 —
Advisory Vote on Executive Compensation |
|
|
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| |
The Board of Directors recommends a vote FOR the approval of Proposal 3.
|
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|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 21
|
|
|
James F. Brunk
|
| |
CHIEF FINANCIAL OFFICER
|
| |
AGE 59
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
Chief Financial Officer (April 2021 to present)
•
Interim Chief Accounting Officer and Corporate Controller (March 2025 to present)
•
Corporate Controller and Chief Accounting Officer (May 2009 to April 2021)
•
Chief Financial Officer for the Company’s Home division (October 2006 to May 2009)
Exide Technologies
•
Vice President, Finance-Transportation-Americas (2005 to 2006)
|
|
|
Claudio Coni
|
| |
CHIEF INFORMATION OFFICER
|
| |
AGE 57
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
Chief Information Officer (July 2023 to present)
•
Chief Information Officer of the Company’s Ceramic Europe business (Marazzi Group) (January 2016 to July 2023)
Max Mara Fashion Group
•
Served in different roles, where he focused on deploying enterprise resource planning, digital and retail solutions worldwide (1990 to 2016)
|
|
|
Paul F. De Cock
|
| |
PRESIDENT AND CHIEF OPERATING OFFICER
|
| |
AGE 52
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
President and Chief Operating Officer (February 2025 to present)
•
President — Flooring North America (November 2018 to February 2025)
•
President — Unilin Flooring (November 2008 to November 2018)
•
President of Unilin North America, helping to integrate Unilin into the Company after its acquisition of Unilin in 2005 (January 2006 to November 2008)
Unilin
In October 2005, Mohawk acquired Unilin
•
Joined Unilin in 1997 and served in multiple roles in manufacturing, sales, marketing and general management
|
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|
22 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
|
Malisa M. Maynard
|
| |
CHIEF SUSTAINABILITY OFFICER
|
| |
AGE 49
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
Chief Sustainability Officer (May 2023 to present)
•
Vice President of Sustainability for the Flooring North America segment (April 2021 to May 2023)
Clearwater Paper
•
Head of Corporate Environmental and Sustainability Strategy (2012 to 2021)
|
|
|
Wim Messiaen
|
| |
PRESIDENT — FLOORING REST OF THE WORLD
|
| |
AGE 57
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
President — Flooring Rest of the World (February 2024 to present)
•
Chief Operating Officer — Flooring Rest of the World (October 2023 to 2024)
VPK Group
•
Chief Executive Officer of the corrugated packaging division (September 2018 to October 2023)
Etex
•
Held various roles (2003 to 2018)
|
|
|
R. David Patton
|
| |
VICE PRESIDENT — BUSINESS STRATEGY, GENERAL COUNSEL & SECRETARY
|
| |
AGE 54
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
Vice President — Business Strategy, General Counsel and Secretary (July 2013 to present)
Alston & Bird LLP
•
Partner in its Corporate Transactions and Securities Practice Group (1996 to 2013)
|
|
|
David L. Repp
|
| |
SENIOR VICE PRESIDENT — CHIEF ACCOUNTING OFFICER AND CORPORATE CONTROLLER
|
| |
AGE 50
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
Senior Vice President — Chief Accounting Officer and Corporate Controller (March 2025 to present)
•
Vice President — Corporate Segment Controller (March 2024 to March 2025)
•
Segment Controller — Flooring North America segment (January 2022 to March 2024)
•
Vice President — Finance, Commercial division of the Flooring North America segment (April 2018 to February 2022)
•
Vice President — Finance and Chief Financial Officer, Mohawk Home division of the Flooring North America segment (October 2013 to March 2018)
Mr. Repp joined the Company in 2005 and has worked in roles of increasing responsibility since that time.
Deloitte & Touche, LLP
•
Audit Manager (1997 to 2005)
|
|
|
Mauro Vandini
|
| |
PRESIDENT — GLOBAL CERAMIC
|
| |
AGE 67
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
President — Global Ceramic (September 2024 to present)
•
President — Ceramic Europe (2013 to 2024)
Marazzi Group
In 2013, Mohawk acquired Marazzi Group
•
Chief Executive Officer
•
Joined Marazzi in 1983 and served as technical director and Vice President of International Operations
|
|
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 23
|
|
|
Ken Walma
|
| |
PRESIDENT — FLOORING NORTH AMERICA
|
| |
AGE 47
|
|
|
BIOGRAPHICAL INFORMATION
Mohawk Industries, Inc.
•
President — Flooring North America (February 2025 to present)
Madison Air
•
Group President — Air Movement and Heat Group (June 2023 to November 2024)
•
Chief Executive Officer of Big Ass Fans, a portfolio company of Madison Air (May 2022 to November 2024)
Signify
•
Vice President and General Manager (March 2020 to May 2022)
Eaton
•
Held various roles (April 2007 to March 2020)
|
|
|
24 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
|
COMPENSATION DISCUSSION AND ANALYSIS — CONTENTS
|
|
| 26 | | | Executive Summary | |
| 26 | | | Compensation Philosophy and Objectives | |
| 27 | | | Market Data | |
| 27 | | | Company and Individual Performance Metrics | |
| 28 | | | Components of Our Compensation Program | |
| 28 | | | Allocation of Total Direct Compensation | |
| 29 | | | Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation | |
| 29 | | | Determination of Executive Officer Compensation | |
| 29 | | | | |
| 30 | | | | |
| 30 | | | |
| 31 | | | | |
| | | Perquisites and Other Executive Benefits | | |
| | | Retirement Benefits and Deferred Compensation | | |
| | | Severance Pay Arrangements | | |
| | | Stock Ownership Guidelines and Hold Periods | | |
| | | Clawback Policy | | |
| | | Insider Trading Policy | | |
| | | Policy on Hedging Transactions | | |
| | | Equity Grant Guidelines | | |
| | | Compensation Risk Review | |
|
Named Executive Officers
|
| ||||||||||||
|
Jeffrey S. Lorberbaum
|
| |
W. Christopher Wellborn
|
| |
James F. Brunk
|
| |
Paul F. De Cock
|
| |
Mauro Vandini
|
|
|
Chief Executive
Officer |
| |
Former President and Chief
Operating Officer(1) |
| |
Chief Financial
Officer |
| |
President and Chief
Operating Officer; Former President — Flooring North America(2) |
| |
President — Global
Ceramic; Former President — Ceramic Europe(3) |
|
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 25
|
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|
$10.8B
|
| | |
$1.4B
|
| | |
$680M
|
| | |
1.1x
|
|
|
2024 WORLDWIDE SALES
|
| | |
2024 ADJUSTED EBITDA(1)
|
| | |
2024 FREE CASH FLOW(1)
|
| | |
NET DEBT TO ADJUSTED
EBITDA RATIO(1)(2) |
|
|
![]() |
| | |
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| | |
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| | |
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|
|
~180
|
| | |
19
|
| | |
32
|
| | |
~41,900
|
|
|
COUNTRIES — SALES
|
| | |
COUNTRIES — MANUFACTURING
|
| | |
ACQUISITIONS SINCE 2013
|
| | |
EMPLOYEES WORLDWIDE(2)
|
|
|
•
net sales were approximately $10.8 billion, a decrease of 2.7% as reported or 3.3% on an adjusted basis;
•
earnings (loss) per share (EPS) as reported was $8.14, an increase from loss per share of $6.90 for 2023;
•
excluding unusual charges, EPS was $9.70*, an increase of 5.5% compared to 2023*;
|
| |
•
for the full year, the Company generated free cash flow of approximately $679.5 million, a decrease of 5.1% from the prior year*;
•
operating income was $694.7 million, an increase from an operating loss of $287.8 million in 2023;
•
adjusted operating income was $820.1 million, up approximately 0.7% compared to 2023*.
|
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26 2025 Proxy Statement | Mohawk Industries, Inc.
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| | |
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•
create a strong link between the total direct compensation of executives and the Company’s annual and longer-term financial performance;
|
| |
•
use performance-based incentive compensation to place significant amounts of executive compensation at risk;
|
| |
•
closely align executives’ interests with those of stockholders by making stock-based incentives an element of executive compensation; and
|
| |
•
provide executives with total compensation opportunities at levels that are competitive for comparable positions at companies with which the Company competes for talent.
|
|
| |
1
|
| |
Market data based on the compensation levels, programs and practices of certain other peer companies, and
|
| |
|
| | |
2
|
| |
Company and individual performance in specified areas, such as financial metrics and operational efficiency.
|
|
| |
Builders FirstSource, Inc.
Carrier Global Corporation
Eastman Chemical Company
Fortune Brands Home & Security
JELD-WEN Holding, Inc.
|
| | |
Leggett & Platt
Masco Corporation
Newell Brands
Owens Corning
PPG Industries, Inc.
|
| | |
RPM International Inc.
The Sherwin-Williams Company
Stanley Black & Decker, Inc.
Trane Technologies plc
Whirlpool Corporation
|
|
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 27
|
|
|
28 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
|
At the 2024 Annual Meeting of Stockholders, more than 89% of the votes cast approved the compensation of the Company’s named executive officers. The Board and the Compensation Committee appreciate and value the views of the Company’s stockholders. In considering the result of this most recent advisory vote on executive compensation, the Compensation Committee concluded that the compensation paid to executive officers and the Company’s overall pay practices continue to enjoy strong stockholder support. In light of this support, the Compensation Committee did not make material changes to our executive compensation program.
|
| | |
![]() |
| |
Average Stockholder Approval on
Say-on-Pay over Last 12 Years 95.3%
|
|
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 29
|
|
| | | |
Annual Incentive Plan Award Opportunity (Percentage of Base Salary)
|
| |||||||||||||||
|
Name
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
| Jeffrey S. Lorberbaum | | | | | 51% | | | | | | 85% | | | | | | 170% | | |
| W. Christopher Wellborn | | | | | 51% | | | | | | 85% | | | | | | 170% | | |
| James F. Brunk | | | | | 42% | | | | | | 70% | | | | | | 140% | | |
| Paul F. De Cock | | | | | 42% | | | | | | 70% | | | | | | 140% | | |
| Mauro Vandini(1) | | |
45%/42%
|
| |
75%/70%
|
| |
113%/140%
|
|
|
30 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
| | | |
2024 Annual Incentive Plan Financial Goals
|
| |||||||||||||||
|
Name
|
| |
Company EPS
($) |
| |
Ceramic Europe
Operating Income(1) (in millions) ($) |
| |
Flooring North
America EPS(2) ($) |
| |||||||||
| Threshold | | | | | 7.14 | | | | | | 42 | | | | | | 0.50 | | |
| Target | | | | | 9.23 | | | | | | 61 | | | | | | 1.49 | | |
| Maximum | | | | | 10.61 | | | | | | 70 | | | | | | 1.95 | | |
| 2024 Performance* | | | | | 9.70 | | | | | | 68 | | | | | | 1.99 | | |
|
Name
|
| |
2024 Award Under the Annual Incentive Plans
($) |
| |||
| Jeffrey S. Lorberbaum | | | | | 1,629,419 | | |
| W. Christopher Wellborn | | | | | 1,421,614 | | |
| James F. Brunk | | | | | 695,603 | | |
| Paul F. De Cock | | | | | 1,059,561 | | |
| Mauro Vandini(1) | | | | | 883,440 | | |
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 31
|
|
|
Name
|
| |
RSUs Granted in 2024 Based on Fixed
Percentage of Participant’s 2023 Base Salary (#) |
| |||
| Jeffrey S. Lorberbaum | | | | | 5,373 | | |
| W. Christopher Wellborn | | | | | 4,688 | | |
| James F. Brunk | | | | | 2,644 | | |
| Paul F. De Cock | | | | | 2,998 | | |
| Mauro Vandini(1) | | | | | 1,939 | | |
| | | |
Percentage of Base Salary Earned in RSUs
|
| |||||||||||||||||||||
|
Name
|
| |
TSR Below
25th Percentile |
| |
TSR at
25th Percentile |
| |
TSR at
50th Percentile |
| |
TSR at
75th Percentile |
| ||||||||||||
| Jeffrey S. Lorberbaum | | | | | 0% | | | | | | 35% | | | | | | 70% | | | | | | 140% | | |
| W. Christopher Wellborn | | | | | 0% | | | | | | 35% | | | | | | 70% | | | | | | 140% | | |
| James F. Brunk | | | | | 0% | | | | | | 25% | | | | | | 50% | | | | | | 100% | | |
| Paul F. De Cock | | | | | 0% | | | | | | 25% | | | | | | 50% | | | | | | 100% | | |
| Mauro Vandini(1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
32 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
| | | |
Business Unit Opportunity (Percentage of Base Salary)
|
| |||||||||||||||
|
Name
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
| Jeffrey S. Lorberbaum | | | | | 15% | | | | | | 30% | | | | | | 60% | | |
| W. Christopher Wellborn | | | | | 15% | | | | | | 30% | | | | | | 60% | | |
| James F. Brunk | | | | | 10% | | | | | | 20% | | | | | | 40% | | |
| Paul F. De Cock | | | | | 10% | | | | | | 20% | | | | | | 40% | | |
| Mauro Vandini | | | | | 25% | | | | | | 50% | | | | | | 125% | | |
| | | |
2023 Business Unit Financial Goals
|
| |||||||||||||||
|
Name
|
| |
Company EPS
($) |
| |
Ceramic Europe
Operating Income(1) (in millions) ($) |
| |
Flooring North
America EPS(2) ($) |
| |||||||||
| Threshold | | | | | 6.10 | | | | | | 0 | | | | | | 0.59 | | |
| Target | | | | | 9.29 | | | | | | 19 | | | | | | 1.72 | | |
| Maximum | | | | | 12.11 | | | | | | 46 | | | | | | 3.01 | | |
| 2023 Performance* | | | | | 9.19 | | | | | | 46 | | | | | | 1.30 | | |
|
Name
|
| |
2024 RSUs Based on Achievement of Business Unit
Financial Goals (#) |
| |||
| Jeffrey S. Lorberbaum | | | | | 4,044 | | |
| W. Christopher Wellborn | | | | | 3,528 | | |
| James F. Brunk | | | | | 1,327 | | |
| Paul F. De Cock | | | | | 1,290 | | |
| Mauro Vandini | | | | | 8,244 | | |
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 33
|
|
|
NEO
|
| |
Total Variable LTIP Award Granted in 2024
(# of RSUs) |
| |||
| Jeffrey S. Lorberbaum | | | | | 9,417 | | |
| W. Christopher Wellborn | | | | | 8,216 | | |
| James F. Brunk | | | | | 3,971 | | |
| Paul F. De Cock | | | | | 4,288 | | |
| Mauro Vandini(1) | | | | | 8,244 | | |
|
34 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
|
Executive Officer
|
| |
Stock Ownership Guideline as a
Multiple of Annual Base Salary |
| |
Compliance Period
|
| | Compliance Status as of April 1, 2025 |
| ||||||||||||||||||
|
CEO
|
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
![]() |
| |
6x
|
| |
Within 5 years of his or her initial participation in the Senior Executive LTIP
|
| |
All have met their stock ownership requirements
|
|
|
COO
|
| | | | | | | | | | |
![]() |
| |
![]() |
| |
![]() |
| |
3x
|
| ||||||
|
CFO and Business Segment Leaders
|
| | | | | | | | | | | | | |
![]() |
| |
![]() |
| |
2x
|
| ||||||
|
Other Senior Executive LTIP Participants
|
| | | | | | | | | | | | | | | | |
![]() |
| |
1x
|
|
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 35
|
|
|
COMPENSATION COMMITTEE
|
| |||||||||
|
William H. Runge III —
Chair |
| |
Karen A. Bogart
|
| |
Jerry W. Burris
|
| |
Joseph A. Onorato
|
|
|
36 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
| Name and Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Non-Equity Incentive
Plan Compensation(1) ($) |
| |
All Other
Compensation(2) ($) |
| |
Total
($) |
| |||||||||||||||||||||
|
Jeffrey S. Lorberbaum
Chief Executive Officer |
| | | | 2024 | | | | | | 1,429,764 | | | | | | — | | | | | | 1,699,963(3) | | | | | | 1,629,419 | | | | | | 19,037 | | | | | | 4,778,183 | | |
| | | 2023 | | | | | | 1,388,121 | | | | | | — | | | | | | 1,069,537 | | | | | | 1,951,478 | | | | | | 19,281 | | | | | | 4,428,417 | | | |||
| | | 2022 | | | | | | 1,347,690 | | | | | | — | | | | | | 2,055,992 | | | | | | 836,915 | | | | | | 19,357 | | | | | | 4,259,954 | | | |||
|
W. Christopher Wellborn
President and Chief Operating Officer |
| | | | 2024 | | | | | | 1,247,422 | | | | | | — | | | | | | 1,483,186(3) | | | | | | 1,421,614 | | | | | | 16,227 | | | | | | 4,168,448 | | |
| | | 2023 | | | | | | 1,211,089 | | | | | | — | | | | | | 3,769,907 | | | | | | 1,691,873 | | | | | | 16,136 | | | | | | 6,689,005 | | | |||
| | | 2022 | | | | | | 1,164,509 | | | | | | — | | | | | | 1,776,485 | | | | | | 723,160 | | | | | | 15,838 | | | | | | 3,679,992 | | | |||
|
James F. Brunk
Chief Financial Officer |
| | | | 2024 | | | | | | 741,164 | | | | | | — | | | | | | 760,328(3) | | | | | | 695,603 | | | | | | 17,854 | | | | | | 2,214,949 | | |
| | | 2023 | | | | | | 683,100 | | | | | | — | | | | | | 458,300 | | | | | | 713,215 | | | | | | 17,128 | | | | | | 1,871,742 | | | |||
| | | 2022 | | | | | | 621,000 | | | | | | — | | | | | | 646,094 | | | | | | 321,368 | | | | | | 16,005 | | | | | | 1,604,467 | | | |||
|
Paul F. De Cock
President — Flooring North America |
| | | | 2024 | | | | | | 824,797 | | | | | | — | | | | | | 837,453(3) | | | | | | 1,059,561 | | | | | | 21,541 | | | | | | 2,743,352 | | |
| | | 2023 | | | | | | 774,457 | | | | | | — | | | | | | 491,623 | | | | | | 716,065 | | | | | | 21,973 | | | | | | 2,004,118 | | | |||
| | | 2022 | | | | | | 751,900 | | | | | | — | | | | | | 922,855 | | | | | | 338,355 | | | | | | 22,180 | | | | | | 2,035,290 | | | |||
|
Mauro Vandini
President — Global Ceramic(4) |
| | | | 2024 | | | | | | 876,704 | | | | | | — | | | | | | 1,931,874(5) | | | | | | 883,440 | | | | | | 254,657 | | | | | | 3,946,676 | | |
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 37
|
|
| | | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| |
All Other Stock Awards:
Number of Shares of Stock or Units(2) (#) |
| |
Grant Date Fair
Value of Stock Awards(3) ($) |
| |||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| ||||||||||||||||||||||||
|
Jeffrey S. Lorberbaum
|
| | | | | | | | | | 729,180 | | | | | | 1,215,300 | | | | | | 2,430,599 | | | | | | | | | | | | | | |
| | | 2/23/24 | | | | | | | | | | | | | | | | | | | | | | | | 14,790 | | | | | | 1,699,963 | | | |||
|
W. Christopher Wellborn
|
| | | | | | | | | | 636,185 | | | | | | 1,060,309 | | | | | | 2,120,617 | | | | | | | | | | | | | | |
| | | 2/23/24 | | | | | | | | | | | | | | | | | | | | | | | | 12,904 | | | | | | 1,483,186 | | | |||
|
James F. Brunk
|
| | | | | | | | | | 311,289 | | | | | | 518,815 | | | | | | 1,037,629 | | | | | | | | | | | | | | |
| | | 2/23/24 | | | | | | | | | | | | | | | | | | | | | | | | 6,615 | | | | | | 760,328 | | | |||
|
Paul F. De Cock
|
| | | | | | | | | | 346,415 | | | | | | 577,358 | | | | | | 1,154,716 | | | | | | | | | | | | | | |
| | | 2/23/24 | | | | | | | | | | | | | | | | | | | | | | | | 7,286 | | | | | | 837,453 | | | |||
|
Mauro Vandini
|
| | | | | | | | | | 359,146 | | | | | | 598,577 | | | | | | 993,094 | | | | | | | | | | | | | | |
| | | 2/23/24 | | | | | | | | | | | | | | | | | | | | | | | | 10,183 | | | | | | 1,170,434 | | | |||
| | | 9/3/24 | | | | | | | | | | | | | | | | | | | | | | | | 5,048 | | | | | | 761,440 | | |
|
38 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
| | | |
Stock Awards
|
| |||||||||
|
Name
|
| |
Shares or Units of Stock
that Have Not Vested (#) |
| |
Market Value of Shares or Units
of Stock that Have Not Vested(1) ($) |
| ||||||
|
Jeffrey S. Lorberbaum
|
| | | | 4,989(2) | | | | | | 594,340 | | |
| | | 6,932(3) | | | | | | 825,809 | | | |||
| | | 21,564(4) | | | | | | 2,568,919 | | | |||
|
W. Christopher Wellborn
|
| | | | 4,311(2) | | | | | | 513,569 | | |
| | | 5,990(3) | | | | | | 713,589 | | | |||
| | | 18,710(4) | | | | | | 2,228,922 | | | |||
| | | 15,000(5) | | | | | | 1,786,950 | | | |||
|
James F. Brunk
|
| | | | 1,568(2) | | | | | | 186,796 | | |
| | | 2,970(3) | | | | | | 353,816 | | | |||
| | | 8,550(4) | | | | | | 1,018,562 | | | |||
| | | 2,729(6) | | | | | | 325,106 | | | |||
|
Paul F. De Cock
|
| | | | 2,239(2) | | | | | | 266,732 | | |
| | | 3,186(3) | | | | | | 379,548 | | | |||
| | | 9,221(4) | | | | | | 1,098,498 | | | |||
| | | 7,042(7) | | | | | | 838,913 | | | |||
|
Mauro Vandini
|
| | | | 2,215(2) | | | | | | 263,873 | | |
| | | 6,766(3) | | | | | | 806,034 | | | |||
| | | 10,183(4) | | | | | | 1,213,101 | | | |||
| | | 5,048(8) | | | | | | 601,368 | | |
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 39
|
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized on
Vesting(1) ($) |
| ||||||||||||
| Jeffrey S. Lorberbaum | | | | | — | | | | | | — | | | | | | 12,065 | | | | | | 1,441,450 | | |
| W. Christopher Wellborn | | | | | — | | | | | | — | | | | | | 25,598 | | | | | | 2,998,170 | | |
| James F. Brunk | | | | | — | | | | | | — | | | | | | 3,529 | | | | | | 419,395 | | |
| Paul F. De Cock | | | | | — | | | | | | — | | | | | | 9,412 | | | | | | 1,270,146 | | |
| Mauro Vandini | | | | | — | | | | | | — | | | | | | 6,772 | | | | | | 802,288 | | |
|
Name
|
| |
Executive
Contributions in the Last FY ($) |
| |
Registrant
Contributions in the Last FY ($) |
| |
Aggregate
Earnings in Last FY(1) ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at FYE(2) ($) |
| |||||||||||||||
| Jeffrey S. Lorberbaum | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
W. Christopher Wellborn
|
| | | | — | | | | | | — | | | | | | 7,773 | | | | | | — | | | | | | 2,961,225 | | |
| James F. Brunk | | | | | — | | | | | | — | | | | | | 170,912 | | | | | | — | | | | | | 1,513,897 | | |
| Paul F. De Cock | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Mauro Vandini | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Plan Category
|
| |
Number of Shares
to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) |
| |
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights ($) |
| |
Number of Shares
Remaining Available for Future Issuance Under Equity Compensation Plans (#) |
| |||||||||
| Equity Compensation Plan Approved by Stockholders(1) | | | | | 517,751(2) | | | | | | —(3) | | | | | | 1,735,528(4) | | |
|
Equity Compensation Plan Not Approved by Stockholders
|
| | | | — | | | | | | — | | | | | | — | | |
|
40 2025 Proxy Statement | Mohawk Industries, Inc.
|
| | |
|
Name and Type of Payment
|
| |
Involuntary
Termination ($) |
| |
Termination for
Cause; Voluntary Resignation ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Retirement(1)
($) |
| |
Change in
Control ($) |
| ||||||||||||||||||
| Jeffrey S. Lorberbaum | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Value of Equity Acceleration
|
| | | | — | | | | | | — | | | | | | 3,989,068(4) | | | | | | 3,989,068(4) | | | | | | 3,989,068 | | | | | | 3,989,068(4) | | |
|
•
Insurance
|
| | | | — | | | | | | — | | | | | | 1,429,764(5) | | | | | | 1,429,764(6) | | | | | | — | | | | | | — | | |
| W. Christopher Wellborn | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Value of Equity Acceleration
|
| | | | — | | | | | | — | | | | | | 5,243,030(4) | | | | | | 5,243,030(4) | | | | | | 5,243,030 | | | | | | 5,243,030(4) | | |
|
•
Insurance
|
| | | | — | | | | | | — | | | | | | 1,247,422(5) | | | | | | 1,247,422(6) | | | | | | — | | | | | | — | | |
| James F. Brunk | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Value of Equity Acceleration
|
| | | | — | | | | | | — | | | | | | 1,884,279(4) | | | | | | 1,884,279(4) | | | | | | — | | | | | | 1,884,279(4) | | |
|
•
Insurance
|
| | | | — | | | | | | — | | | | | | 741,164(5) | | | | | | 741,164(6) | | | | | | — | | | | | | — | | |
| Paul F. De Cock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Cash Severance
|
| | | | 2,804,310(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
•
Value of Equity Acceleration
|
| | | | — | | | | | | — | | | | | | 2,583,691(4) | | | | | | 2,583,691(4) | | | | | | — | | | | | | 2,583,691(4) | | |
|
•
Insurance
|
| | | | — | | | | | | — | | | | | | 824,797(5) | | | | | | 824,797(6) | | | | | | — | | | | | | — | | |
| Mauro Vandini | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
•
Cash Severance
|
| | | | 2,829,366(3) | | | | | | — | | | | | | 2,829,366 | | | | | | 2,829,366 | | | | | | — | | | | | | — | | |
|
•
Value of Equity Acceleration
|
| | | | — | | | | | | — | | | | | | 2,884,376(4) | | | | | | 2,884,376(4) | | | | | | 2,884,376 | | | | | | 2,884,376(4) | | |
|
•
Insurance
|
| | | | — | | | | | | — | | | | | | 1,470,000(5) | | | | | | 3,675,000(6) | | | | | | — | | | | | | — | | |
| Total | | | | | 5,633,676 | | | | | | — | | | | | | 25,126,958 | | | | | | 27,331,958 | | | | | | 12,116,474 | | | | | | 16,584,445 | | |
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement 41
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | ||
Bulgaria | | | | | 1,408 | | | | | | | Greece | | | 26 | | | | | | India | | | 3 | | | | |
Romania | | | | | 222 | | | | | | | Ukraine | | | 16 | | | | | | Belarus | | | 1 | | | | |
Czech Republic | | | | | 29 | | | | | | | Slovakia | | | 14 | | | | | | Vietnam | | | 1 | | |
|
42 2025 Proxy Statement | Mohawk Industries, Inc.
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| | |
| Year | | | SCT Total for PEO(1) ($) | | | Compensation Actually Paid to PEO(2) ($) | | | Average SCT Total for Non-PEO NEOs(1) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | | | Value of Initial Fixed $100 Investment Based on: | | | | |||||||||||||||||||||||||||||||
| TSR(3) ($) | | | Peer Group TSR(3)(4) ($) | | | Net Income(5) ($ in millions) | | | EPS ($) | | |||||||||||||||||||||||||||||||||||||||
| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | |||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | | PEO | | | Non-PEO NEOs | |
| 2024 | | | | | | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock and Mauro Vandini | |
| 2023 | | | Jeffrey S. Lorberbaum | | | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock and Bernard P. Thiers | |
| 2022 | | | Jeffrey S. Lorberbaum | | | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock and Bernard P. Thiers | |
| 2021 | | | Jeffrey S. Lorberbaum | | | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock, Bernard P. Thiers and Frank H. Boykin | |
| 2020 | | | Jeffrey S. Lorberbaum | | | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock, Bernard P. Thiers, Frank H. Boykin and Glenn R. Landau | |
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Mohawk Industries, Inc. | 2025 Proxy Statement 43
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|
| | | | 2024 ($) | | | 2023 ($) | | | 2022 ($) | | | 2021 ($) | | | 2020 ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| Adjustments | | | PEO | | | Non-PEO NEOs* | | | PEO | | | Non-PEO NEOs* | | | PEO | | | Non-PEO NEOs* | | | PEO | | | Non-PEO NEOs* | | | PEO | | | Non-PEO NEOs* | | ||||||||||||||||||||||||||||||
| SCT Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Adjustments for Stock Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Deduct): Aggregate value for stock awards included in SCT Total for the covered fiscal year | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | |
| Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | ( | | | ||||||
| (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | |||||||||
| CAP Amounts (as Calculated) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
44 2025 Proxy Statement | Mohawk Industries, Inc.
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Mohawk Industries, Inc. | 2025 Proxy Statement 45
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46 2025 Proxy Statement | Mohawk Industries, Inc.
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Name and Address of Beneficial Owner
|
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Number of Shares of Common
Stock Beneficially Owned (#) |
| |
Percent of Class
|
| ||||||
|
Jeffrey S. Lorberbaum(1)
160 South Industrial Boulevard Calhoun, Georgia 30701 |
| | | | 10,054,033 | | | | | | 16.1% | | |
|
Aladdin Partners, L.P.(2)
160 South Industrial Boulevard Calhoun, Georgia 30701 |
| | | | 8,182,285 | | | | | | 13.1% | | |
|
The Vanguard Group(3)
100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
| | | | 6,265,825 | | | | | | 10.0%(9) | | |
|
BlackRock, Inc.(4)
50 Hudson Yards New York, New York 10001 |
| | | | 3,321,230 | | | | | | 5.3%(9) | | |
|
JP Morgan Chase & Co.(5)
383 Madison Avenue New York, NY 10179 |
| | | | 3,170,180 | | | | | | 5.1%(9) | | |
| Bruce C. Bruckmann(6) | | | | | 304,681 | | | | | | * | | |
| Bernard P. Thiers(7) | | | | | 209,020 | | | | | | * | | |
| W. Christopher Wellborn | | | | | 167,122 | | | | | | * | | |
| Paul De Cock | | | | | 37,176 | | | | | | * | | |
| Joseph A. Onorato | | | | | 24,296 | | | | | | * | | |
| Mauro Vandini | | | | | 12,307 | | | | | | | | |
| Karen A. Bogart | | | | | 15,637 | | | | | | * | | |
| William H. Runge III | | | | | 12,051 | | | | | | * | | |
| John M. Engquist | | | | | 7,109 | | | | | | * | | |
| James F. Brunk(8) | | | | | 3,776 | | | | | | * | | |
| Jerry W. Burris | | | | | 1,690 | | | | | | * | | |
|
All directors and executive officers as a group (18 persons)
|
| | | | 10,855,158 | | | | | | 17.4% | | |
|
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Mohawk Industries, Inc. | 2025 Proxy Statement 47
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48 2025 Proxy Statement | Mohawk Industries, Inc.
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Date
|
| |
Location
|
|
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Thursday, May 22, 2025
10:00 a.m., local time |
| |
Mohawk Industries Headquarters
160 South Industrial Boulevard Calhoun, Georgia 30701 |
|
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Stockholders are entitled to one vote for each share of Common Stock held. March 27, 2025 has been set as the Record Date for determination of Stockholders entitled to notice of and to vote at the Annual Meeting and, accordingly, only holders of Common Stock of record at the close of business on that day are entitled to notice of and to vote at the Annual Meeting.
On the Record Date, there were 62,515,595 shares of Common Stock issued and outstanding held by approximately 202 Stockholders.
|
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![]() Record Date
March 27, 2025
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Proposals
|
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Board Recommendation
|
| ||||||
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1
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Election of the nominees listed in this Proxy Statement as directors of the Company
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FOR each director nominee
|
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2
|
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Ratification of KPMG LLP as the Company’s independent registered public accounting firm
|
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FOR
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3
|
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Advisory vote on the approval of the Company’s executive compensation
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FOR
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Mohawk Industries, Inc. | 2025 Proxy Statement 49
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Proposals
|
| |
Voting Requirements
|
| |||
|
1
|
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Election of the nominees listed in this Proxy Statement as directors of the Company
|
| |
The affirmative vote of a majority of the votes cast on the respective nominees at the Annual Meeting
|
|
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2
|
| |
Ratification of KPMG LLP as the Company’s independent registered public accounting firm
|
| |
The affirmative vote of a majority of the votes cast
|
|
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3
|
| |
Advisory vote on the approval of the Company’s executive compensation
|
| |
The affirmative vote of a majority of the votes cast
|
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![]() |
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The Board of Directors urges you to vote your shares. You may hold shares of Common Stock of record, through a bank or broker or through a company retirement plan. Voting instructions for each group of stockholders are set forth below.
|
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![]() |
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![]() |
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![]() |
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![]() |
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![]() |
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Go to www.proxyvote.com 24/7 and follow the instructions
|
| |
Scan the QR code to go to www.proxyvote.com
![]() |
| |
Call toll-free
1 (800) 690-6903 or the telephone number on your voting instruction form |
| |
Sign, date and mail your proxy card in the postage-paid envelope provided
|
| |
Attend the meeting and cast your ballot
|
|
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50 2025 Proxy Statement | Mohawk Industries, Inc.
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(866) 540-7095
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![]() |
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Broadridge Financial Solutions, Inc.
Householding Department 51 Mercedes Way Edgewood, New York 11717 |
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Mohawk Industries, Inc. | 2025 Proxy Statement 51
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Faster
|
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Economical
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Cleaner
|
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Convenient
|
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| | | | | |
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![]() |
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using approximately 20 fewer tons of wood
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saving approximately 107,000 gallons of water, or the equivalent of the amount of water used by 77 washing machines for one full year
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using approximately 127 million fewer BTUs, or the equivalent of the amount of energy used by 152 residential refrigerators for one full year
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eliminating approximately 5,880 pounds of solid waste
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using approximately 89,800 fewer pounds of greenhouse gases, including CO2, or the equivalent of 8.2 automobiles running for one year
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reducing hazardous air pollutants by 8 pounds
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52 2025 Proxy Statement | Mohawk Industries, Inc.
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Mohawk Industries, Inc. | 2025 Proxy Statement 53
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For the Years Ended December 31,
|
| |||||||||
|
(Amounts in millions, except per share data)
|
| |
2024
($) |
| |
2023
($) |
| ||||||
| Net earnings (loss) attributable to Mohawk Industries, Inc. | | | | | 517.7 | | | | | | (439.5) | | |
| Adjusting items: | | | | | | | | | | | | | |
|
Restructuring, acquisition and integration-related and other costs
|
| | | | 94.4 | | | | | | 129.3 | | |
|
Software implementation cost write-off
|
| | | | 12.9 | | | | | | — | | |
|
Inventory step-up from purchase accounting
|
| | | | — | | | | | | 4.5 | | |
|
Impairment of goodwill and indefinite-lived intangibles
|
| | | | 8.2 | | | | | | 877.7 | | |
|
Legal settlements, reserves and fees
|
| | | | 9.9 | | | | | | 87.8 | | |
|
Adjustments of indemnification asset
|
| | | | 1.8 | | | | | | (3.0) | | |
|
Income taxes – adjustments of uncertain tax position
|
| | | | (1.8) | | | | | | 3.0 | | |
|
Income taxes – impairment of goodwill and indefinite-lived intangibles
|
| | | | (1.9) | | | | | | (12.8) | | |
|
Income tax effect of foreign tax regulation change
|
| | | | 2.9 | | | | | | (10.0) | | |
|
Income tax effect of adjusting items
|
| | | | (26.9) | | | | | | (50.0) | | |
| Adjusted net earnings attributable to Mohawk Industries, Inc. | | | | | 617.2 | | | | | | 587.0 | | |
|
Adjusted diluted earnings per share attributable to Mohawk Industries, Inc.
|
| | | | 9.70 | | | | | | 9.19 | | |
| Weighted-average common shares outstanding – diluted | | | | | 63.6 | | | | | | 63.9 | | |
| | | |
For the Years Ended December 31,
|
| |||||||||
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(Amounts in millions)
|
| |
2024
($) |
| |
2023
($) |
| ||||||
| Net cash provided by operating activities | | | | | 1,133.9 | | | | | | 1,329.2 | | |
|
(Less): Capital expenditures
|
| | | | (454.4) | | | | | | (612.9) | | |
| Free cash flow | | | | | 679.5 | | | | | | 716.3 | | |
| | | |
For the Years Ended December 31,
|
| |||||||||
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(Amounts in millions)
|
| |
2024
($) |
| |
2023
($) |
| ||||||
| Operating income (loss) | | | | | 694.7 | | | | | | (287.8) | | |
| Adjustments to operating income: | | | | | | | | | | | | | |
|
Restructuring, acquisition and integration-related and other costs
|
| | | | 94.4 | | | | | | 132.2 | | |
|
Software implementation cost write-off
|
| | | | 12.9 | | | | | | — | | |
|
Acquisition purchase accounting, including inventory step-up
|
| | | | — | | | | | | 4.5 | | |
|
Impairment of goodwill and indefinite-lived intangibles
|
| | | | 8.2 | | | | | | 877.7 | | |
|
Legal settlements, reserves and fees
|
| | | | 9.9 | | | | | | 87.8 | | |
| Adjusted operating income | | | | | 820.1 | | | | | | 814.4 | | |
| Net sales | | | | | 10,836.9 | | | | | | 11,135.1 | | |
| Adjusted operating income as a percent of net sales | | | | | 7.6% | | | | | | 7.3% | | |
|
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Mohawk Industries, Inc. | 2025 Proxy Statement A-1
|
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| | | |
For the Years Ended December 31,
|
| |||||||||
|
(Amounts in millions)
|
| |
2024
($) |
| |
2023
($) |
| ||||||
| Net earnings (loss) including noncontrolling interests | | | | | 517.7 | | | | | | (439.4) | | |
| Adjusting items: | | | | | | | | | | | | | |
|
Interest expense
|
| | | | 48.5 | | | | | | 77.5 | | |
|
Income tax expense
|
| | | | 128.2 | | | | | | 84.9 | | |
|
Net income attributable to non-controlling interest
|
| | | | (0.1) | | | | | | (0.1) | | |
|
Depreciation and amortization
|
| | | | 638.3 | | | | | | 630.3 | | |
| EBITDA | | | | | 1,332.6 | | | | | | 353.2 | | |
| Adjusting items: | | | | | | | | | | | | | |
|
Restructuring, acquisition and integration-related and other costs
|
| | | | 61.7 | | | | | | 96.2 | | |
|
Software implementation cost write-off
|
| | | | 12.9 | | | | | | — | | |
|
Inventory step-up from purchase accounting
|
| | | | — | | | | | | 4.5 | | |
|
Impairment of goodwill and indefinite-lived intangibles
|
| | | | 8.2 | | | | | | 877.7 | | |
|
Legal settlement, reserves and fees
|
| | | | 9.9 | | | | | | 87.8 | | |
|
Release of indemnification asset
|
| | | | 1.8 | | | | | | (2.9) | | |
| Adjusted EBITDA | | | | | 1,427.1 | | | | | | 1,416.5 | | |
| Net sales | | | | | 10,836.9 | | | | | | 11,135.1 | | |
| Adjusted EBITDA as a percent of net sales | | | | | 13.2% | | | | | | 12.7% | | |
| | | |
For the Years Ended December 31,
|
| |||||||||
| (Amounts in millions) GLOBAL CERAMIC |
| |
2024
($) |
| |
2023
($) |
| ||||||
| Operating income (loss) | | | | | 249.5 | | | | | | (166.4) | | |
| Adjustments to segment operating income: | | | | | | | | | | | | | |
|
Restructuring, acquisition and integration-related and other costs
|
| | | | 29.0 | | | | | | 37.0 | | |
|
Inventory step-up from purchase accounting
|
| | | | — | | | | | | 4.1 | | |
|
Impairment of goodwill
|
| | | | 8.2 | | | | | | 426.9 | | |
|
Software implementation cost write-off
|
| | | | 5.1 | | | | | | — | | |
| Adjusted segment operating income | | | | | 291.8 | | | | | | 301.6 | | |
| | | |
For the Years Ended December 31,
|
| |||||||||
| (Amounts in millions) FLOORING NA |
| |
2024
($) |
| |
2023
($) |
| ||||||
| Operating income (loss) | | | | | 238.5 | | | | | | (57.2) | | |
| Adjustments to segment operating income: | | | | | | | | | | | | | |
|
Restructuring, acquisition and integration-related and other costs
|
| | | | 24.2 | | | | | | 51.7 | | |
|
Software implementation cost write-off
|
| | | | 7.8 | | | | | | — | | |
|
Impairment of indefinite-lived intangibles
|
| | | | — | | | | | | 215.8 | | |
|
Legal settlement, reserves and fees
|
| | | | 1.9 | | | | | | (3.9) | | |
| Adjusted segment operating income | | | | | 272.4 | | | | | | 206.4 | | |
|
A-2 2025 Proxy Statement | Mohawk Industries, Inc.
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For the Years Ended December 31,
|
| |||||||||
| (Amounts in millions) FLOORING ROW |
| |
2024
($) |
| |
2023
($) |
| ||||||
| Operating income (loss) | | | | | 265.2 | | | | | | 69.7 | | |
| Adjustments to segment operating income: | | | | | | | | | | | | | |
|
Restructuring, acquisition and integration-related and other costs
|
| | | | 40.9 | | | | | | 43.2 | | |
|
Acquisitions purchase accounting, including inventory step-up
|
| | | | — | | | | | | 0.4 | | |
|
Impairment of indefinite-lived intangibles
|
| | | | — | | | | | | 235.1 | | |
| Adjusted segment operating income | | | | | 306.1 | | | | | | 348.4 | | |
| | | |
For the Years Ended December 31,
|
| |||||||||
| (Amounts in millions) CORPORATE AND INTERSEGMENT ELIMINATIONS |
| |
2024
($) |
| |
2023
($) |
| ||||||
| Operating loss | | | | | (58.5) | | | | | | (133.9) | | |
| Adjustments to segment operating income: | | | | | | | | | | | | | |
|
Restructuring, acquisition and integration-related and other costs
|
| | | | 0.3 | | | | | | 0.2 | | |
|
Legal settlements, reserves and fees, net of insurance proceeds
|
| | | | 8.0 | | | | | | 91.7 | | |
| Adjusted segment operating income | | | | | (50.2) | | | | | | (42.0) | | |
|
•
restructuring, acquisition and integration-related and other costs,
•
legal settlements, reserves and fees,
•
impairment of goodwill and indefinite-lived intangibles,
|
| |
•
acquisition purchase accounting, including inventory step-up,
•
release of indemnification assets, and
•
the reversal of uncertain tax positions.
|
|
|
|
| |
Mohawk Industries, Inc. | 2025 Proxy Statement A-3
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|