Interface Inc DEF 14A, filed Apr 1, 2024

Interface Inc (TILE)

DEF 14A 2024-04-01 For: 2024-05-13

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Added on June 12, 2026

About this DEF 14A

Interface Inc filed this DEF 14A on April 1, 2024.

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.
☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	By Order of the Board of Directors

	/s/ David B. Foshee
	David B. Foshee
	Secretary

	Page

PROXY STATEMENT SUMMARY	4

NOMINATION AND ELECTION OF DIRECTORS (ITEM 1)	13

Nominees	14
Director Independence	17
Corporate Governance	18
Principal Shareholders and Management Stock Ownership	22

APPROVAL OF EXECUTIVE COMPENSATION (ITEM 2)	24

Compensation Discussion and Analysis	25
Compensation Committee Report	35
Compensation Committee Interlocks and Insider Participation	35
Executive Compensation	36
CEO Pay Ratio	46
Pay Versus Performance	47
Director Compensation	51
Equity Compensation Plan Information	52

APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2020 OMNIBUS STOCK INCENTIVE PLAN (ITEM 3)	52

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 4)	56

Audit Committee Report	57

OTHER INFORMATION	57

General Meeting Information	57
Certain Relationships and Related Transactions	58
Prohibition on Pledging and Hedging	59
Shareholder Proposals	59
Communicating with the Board	59
“Householding” of Proxy Materials	60
Safe Harbor Statement for Forward-Looking Statements	60
Other Matters That May Come Before the Meeting	60

APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	61

APPENDIX B – INTERFACE, INC. 2020 OMNIBUS STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE MAY 13, 2024)	63

2024 Annual Meeting Information
Date	Monday, May 13, 2024
Time	11:00 a.m. Eastern Time
Location	Interface, Inc. 1280 West Peachtree Street NW Atlanta, Georgia 30309
Record Date	Friday, March 15, 2024
Stock Symbol	TILE
Stock Exchange	NASDAQ
Corporate Website	www.interface.com

Item	Board Recommendation	Reasons for Recommendation	More Information
1. To elect ten members of the Board of Directors.	FOR	The Board and the Nominating & Governance Committee believe our nominees possess the skills, experience and qualifications to effectively monitor performance, provide oversight and support management's execution of the Company's long-term strategy.	Page 13
2. To approve, on an advisory basis, executive compensation, often referred to as a “say on pay.”	FOR	Our executive compensation program incorporates many compensation governance best practices and reflects our commitment to align pay with performance.	Page 24
3. To approve the adoption of an amendment and restatement of the Interface, Inc. 2020 Omnibus Stock Incentive Plan.	FOR	The Board and the Compensation Committee will use this plan to provide stock-based awards to attract, retain and incentivize key employees and directors.	Page 52
4. To ratify the appointment of BDO USA, P.C. as the Company’s Independent Registered Public Accounting Firm for 2024.	FOR	Based on its assessment, the Audit Committee believes that the re-appointment of BDO USA, P.C. is in the best interests of Interface and our shareholders.	Page 56

Vote in Advance of the Meeting			Vote in Person

Internet	Telephone	Mail
Using the Internet and voting at the website listed on the proxy card and the Notice.	Using the toll-free phone number listed on the proxy card and the Notice.	Signing, dating and mailing a proxy card.	See page 58 for details on attending the Annual Meeting in person.

NET SALES ($ in millions)		GROSS PROFIT and ADJUSTED GROSS PROFIT (NON-GAAP)* ($ in millions)



OPERATING INCOME and ADJUSTED OPERATING INCOME (NON-GAAP)* ($ in millions)		DILUTED EPS and ADJUSTED DILUTED EPS (NON-GAAP)*

YEAR END TOTAL DEBT ($ in millions)		YEAR END NET DEBT (NON-GAAP)* ($ in millions)



NET INCOME (LOSS) and ADJUSTED EBITDA (NON-GAAP)* ($ in millions)		YEAR END NET DEBT / ADJUSTED EBITDA (NON-GAAP)*

	ENVIRONMENTAL		SOCIAL		GOVERNANCE

●	Continued to implement our Climate Transition Plan to make progress on our verified Science-Based Targets	●	Completed the global rollout of Workday® for improved visibility into our people demographics; expanded the platform with launch of Workday Learning and Workday Talent & Performance	●	Adopted our Commitment to Human Rights, a global statement that outlines how we support human rights for all people

●	Transitioned 100% of our carpet tile product manufactured in Europe to our carbon negative CQuest™ backing	●	Continued to activate our global employee engagement strategy, introducing a mandatory Unconscious Bias Training course in the Americas and launching our first Inclusion Network, empowHER	●	Added a new female director to the Board of Directors, increasing our female representation to 30%

●	Expanded our carbon negative carpet tile offering to FLOR®, our specialty design brand, helping residential customers create beautiful and environmentally conscious homes	●	Introduced expanded benefits program for U.S.-based employees that support mental and physical well-being	●	Updated our Security Incident Response Plan and deployed new technology to support enhanced data privacy and cybersecurity

●	Conducted our first Global Employee Commuting Survey, measuring employee commuting data with information directly from employees	●	Launched The Home Project as part of our Reconciliation Action Plan to connect with, learn from, and collaborate with the First Nations people of Australia	●	Updated our Code of Conduct, creating one source of guidance and policies for our employees to follow

●	Named by the World Economic Forum as one of three “Circularity Lighthouses in the Built Environment” for our contributions to the circular economy			●	Appointed independent Chairman of the Board

Nominee Name	Director Since	Independent?	Audit Committee	Compensation Committee	Nominating & Governance Committee	Innovation & Sustainability Committee
John P. Burke	2013	Yes			✔
Dwight Gibson	2019	Yes		✔
Daniel T. Hendrix	1996	No				Chair
Laurel M. Hurd	2022	No
Christopher G. Kennedy	2000	Yes			Chair
Joseph Keough	2019	Yes	✔	✔
Catherine M. Kilbane	2018	Yes		Chair		✔
K. David Kohler	2006	Yes			✔	✔
Catherine Marcus	2023	Yes	✔
Robert T. O’Brien	2022	Yes	Chair			✔

We Do:		We Do Not:

✔	Provide a significant portion of our named executive officers’ total compensation in the form of awards tied to our long-term strategy and our performance.	X	Provide supplemental retirement benefits to our executive officers (other than a legacy arrangement with Mr. Stansfield, as described below).
✔	Require compliance with our Stock Ownership Guidelines, which require that our executive officers own a specified value of shares of the Company’s common stock.	X	Time the grants of equity awards to coordinate with the release of material non-public information, or time the release of material non-public information for the purpose of affecting the value of any named executive officer compensation.
✔	Have a Compensation Committee comprised entirely of independent directors who use an independent consultant retained by the Compensation Committee.	X	Provide tax gross-ups for our named executives.
✔	Have a clawback policy that requires the Company to recover from executives any excess incentive-based compensation resulting from an accounting restatement.	X	Provide excessive perquisites to executives.
✔	Have ongoing consideration and oversight by the Compensation Committee with respect to any potential risks associated with our incentive compensation programs.	X	Have a shareholder rights plan (i.e., poison pill).

✔	Prohibit our associates through our Insider Trading Policy from engaging in hedging transactions in our stock, and prohibit our officers and directors from pledging our stock as loan collateral.	X	Pay dividends on unvested performance-based equity awards.

✔	Utilize “double trigger” change-in-control provisions in our equity award and executive severance agreements.

	2023		2022
Audit Fees	$	2,439,012	$	2,486,000
Audit-Related Fees		51,880		21,000
Tax Fees		107,138		31,000
All Other Fees		-		-
Total	$	2,598,030	$	2,538,000

Experience, skills and Attributes	Burke	Gibson	Hendrix	Hurd	Kennedy	Keough	Kilbane	Kohler	Marcus	O’Brien
C-Suite Executive Management	✔	✔	✔	✔	✔	✔	✔	✔	✔
Industry Knowledge			✔	✔	✔
Accounting & Finance			✔			✔			✔	✔
International Business	✔	✔	✔	✔			✔	✔	✔	✔
Strategy Development	✔	✔	✔	✔	✔	✔		✔	✔	✔
Mergers & Acquisitions		✔	✔	✔		✔	✔	✔		✔
Sales & Marketing	✔	✔		✔				✔		✔
Environmental Sustainability	✔		✔		✔			✔
Corporate Governance & Risk Management							✔	✔		✔

	Experience: Since 1997, Mr. Burke has been Chief Executive Officer of Trek Bicycle Corporation, one of the world’s largest manufacturers of bicycles, and a company with a mission to help the world use the bicycle as a simple solution to complex problems. He served as chairman of President George W. Bush’s President’s Council on Physical Fitness & Sports and is a founding board member of the Bikes Belong Coalition. Mr. Burke also serves on the board of Trek Bicycle Corporation.

John P. Burke	Qualifications and skills: Executive level business experience at a manufacturing company that is focused primarily on sales in the consumer channel and with an emphasis on sustainability and innovation.
Age: 62 Director since 2013 Chief Executive Officer, Trek Bicycle Corporation

	Experience: Since January 2024, Mr. Gibson has been an Operating Partner with Pritzker Private Capital. From June 2021 to March 2023, he served as the Chief Executive Officer and as a director of BlueLinx Holdings, Inc. (NYSE: BXC), a leading wholesale distributor of building and industrial products in the U.S. Prior to joining BlueLinx, he was the Chief Commercial Officer for SPX FLOW, Inc., a leading global provider of process solutions and components across a variety of sanitary and industrial market applications. Previously, he served as President, Food & Beverage and Industrial Segments (May 2019 to May 2020) and President, Food & Beverage Segment (June 2016 to May 2019) for SPX FLOW. Prior to joining SPX FLOW, Mr. Gibson spent 11 years at HVAC manufacturer Ingersoll Rand.

Dwight Gibson	Qualifications and skills: Mr. Gibson brings to the Board experience in driving growth for purpose-driven global manufacturing companies, particularly in the areas of sales, operations, strategy and executive management.
Age: 49 Director since 2019 Operating Partner, Pritzker Private Capital

	Experience: Mr. Hendrix joined the Company in 1983 after having worked previously for a national accounting firm. He was promoted to Treasurer of the Company in 1984, Chief Financial Officer in 1985, Vice President-Finance in 1986, Senior Vice President-Finance in 1995, Executive Vice President in 2000, and President and Chief Executive Officer in July 2001. He was elected to the Board in October 1996, and served as Chairman of the Board from October 2011 to March 2024. In March 2017, Mr. Hendrix retired from the role of Chief Executive Officer. In January 2020, Mr. Hendrix was reappointed as President and Chief Executive Officer of the Company. Mr. Hendrix again retired from the role of Chief Executive Officer in April 2022. Mr. Hendrix has served as a director of cabinet maker American Woodmark Corporation (NASDAQ: AMWD) since May 2005.

Daniel T. Hendrix	Qualifications and skills: Knowledge extending to virtually all aspects of the Company’s business, with a particular emphasis on strategic planning and financial matters, giving him a unique understanding of our strategies and operations. His tenure provides consistent leadership to the Board and facilitates the interrelationship between the Board and the Company’s executive leadership team.
Age: 69 Director since 1996 Former CEO and Former Chairman of the Board, Interface, Inc.

	Experience: Ms. Marcus serves as the Co-CEO (since October 2023) and Chief Operating Officer (since 2014) of PGIM Real Estate, one of the world’s largest global real estate investment managers and a major profit center of PGIM, the global asset management business of Prudential Financial, Inc. (NYSE: PRU). She is responsible for global strategy and oversees PGIM Real Estate’s business and investment operations globally. Prior to assuming her current roles, Ms. Marcus held several positions with PGIM Real Estate, including head of its U.S. equity business (2014-2023) and senior portfolio manager for its flagship core equity real estate fund (2011-2014). She is also a member of the board of directors for Skanska AB (Nasdaq Stockholm: SKA B), the multinational construction company.

Catherine Marcus	Qualifications and skills: Extensive experience in the commercial real estate industry and a deep understanding of the corporate office segment, which is a critical area of focus and growth for Interface. She also brings years of global operating experience, understanding how to motivate and lead local teams while also driving global efficiency and consistency.
Age: 58 Director since 2023 Co-CEO and Chief Operating Officer, PGIM Real Estate

	Experience: In May 2022, Mr. O’Brien retired from the position of Deputy Managing Partner of Growth & Offerings for Deloitte’s Audit & Assurance business. In that position, which Mr. O’Brien held since August 2019, he oversaw acquisitions, business development, client pursuits, marketing and marketplace intelligence activities. From December 2009 to March 2020, Mr. O’Brien served as Deloitte’s Global and U.S. Real Estate Sector leader, developing and executing Deloitte’s real estate sector strategy and leading its activities in consulting, advisory, tax and audit services for real estate clients. Mr. O’Brien was a partner at Deloitte from 1995 until his retirement, serving in the audit and mergers and acquisitions areas.

Robert T. O’Brien	Qualifications and skills: Over 35 years of experience assisting public and privately held real estate, private equity, hospitality and technology companies execute transactions, grow their businesses, and enhance operations. Extensive experience in accounting and auditing, mergers and acquisitions, and corporate finance, as well as financial reporting, internal control, regulatory, risk, leadership succession and corporate governance best practices. Mr. O’Brien is also a certified public accountant.
Age: 62 Director since 2022 Retired Deputy Managing Partner of Growth & Offerings, Deloitte & Touche LLP

Beneficial Owner (and Business Address of 5% Owners)	Title of Class	Amount and Nature of Beneficial Ownership			Percent of Class⁽¹⁾

BlackRock, Inc. 55 East 52^nd Street New York, New York 10055	Common Stock		9,736,333	⁽²⁾⁽³⁾		16.7	%

Frontier Capital Management Co., LLC 99 Summer Street Boston, Massachusetts 02110	Common Stock		3,037,957	⁽²⁾⁽⁴⁾		5.2	%

The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355	Common Stock		5,255,552	⁽²⁾⁽⁵⁾		9.0	%

Pzena Investment Management, LLC 320 Park Avenue, 8^th Floor New York, New York 10022	Common Stock		3,490,324	⁽²⁾⁽⁶⁾		6.0	%

John P. Burke	Common Stock		73,103	⁽⁷⁾		*

David B. Foshee	Common Stock		161,372	⁽⁸⁾		*

Dwight Gibson	Common Stock		50,070	⁽⁹⁾		*

Bruce A. Hausmann	Common Stock		181,699	⁽¹⁰⁾		*

Daniel T. Hendrix	Common Stock		306,219	⁽¹¹⁾		*

Laurel M. Hurd	Common Stock		129,422	⁽¹²⁾		*

Christopher G. Kennedy	Common Stock		182,826	⁽¹³⁾		*

Joseph Keough	Common Stock		50,070	⁽¹⁴⁾		*

Catherine M. Kilbane	Common Stock		54,620	⁽¹⁵⁾		*

K. David Kohler	Common Stock		99,103	⁽¹⁶⁾		*

Catherine Marcus	Common Stock		4,799	⁽¹⁷⁾		*

Robert T. O’Brien	Common Stock		23,050	⁽¹⁸⁾		*

James L. Poppens	Common Stock		76,284	⁽¹⁹⁾		*

Nigel Stansfield	Common Stock		142,284	⁽²⁰⁾		*

All executive officers and directors (14 persons)	Common Stock		1,534,921	⁽²¹⁾		2.6	%

	Experience: Ms. Hurd was appointed as the Company’s President and Chief Executive Officer in April 2022. From 2019 to 2022, Ms. Hurd served as Segment President, Learning and Development at global consumer goods company Newell Brands Inc., leading its Baby and Writing businesses. Previously, Ms. Hurd was the Division Chief Executive Officer for Newell Brands’ Writing division starting in February 2018. From 2016 to February 2018, she served as Chief Executive Officer of Newell Brands’ Baby division. From May 2014 until 2016, Ms. Hurd was President of the Baby and Parenting division at Newell Brands, where she oversaw the Calphalon, Goody, and Rubbermaid consumer brands. From 2012 to 2014, Ms. Hurd was Vice President, Global Development for Newell Brands, leading both Marketing and Research & Development for the Graco, Aprica, and Teutonia brands globally. Since August 2021, Ms. Hurd also has served on the board of directors of RV manufacturer Thor Industries, Inc. (NYSE: THO).

Laurel M. Hurd	Qualifications and skills: Extensive executive level experience in sales management, product development, strategy and brand stewardship in both the consumer-packaged goods and the consumer durables sectors.
Age: 54 Director since 2022 President and Chief Executive Officer, Interface, Inc.

	Experience: Mr. Kennedy is the Chairman Emeritus of real estate development company Joseph P. Kennedy Enterprises, Inc., and is a Managing Member of real estate development company Wolf Point Management LLC. He has served on the board of trustees of Ariel Mutual Funds since 1994, and served on the board of directors of Knoll, Inc. (a leading designer and manufacturer of branded office furniture and textiles) from 2014 to 2021. Mr. Kennedy also serves on the boards of two non-profit organizations and one charitable foundation. Effective March 13, 2024, Mr. Kennedy was elected Chairman of the Board.

Christopher G. Kennedy	Qualifications and skills: Broad understanding of the fundamentals of our business, having managed more than 10 million square feet of commercial real estate and developed thousands of multi-family residential units, and currently oversees, on behalf of the Kennedy family, the billion-dollar Wolf Point real estate development in Chicago. Insight into our industry sector in his former role as the chief executive of one of the leading tradeshow producers in North America gave him responsibility for industry events that are critical to the go-to-market strategy for the Company. His contacts with leading architectural and design firms, as well as the commercial real estate sector, require engagement in submarkets that are important to our operations.
Age: 60 Director since 2000 Chairman of the Board Chairman Emeritus, Joseph P. Kennedy Enterprises, Inc.

	Experience: Mr. Keough serves as Chairman and Chief Executive Officer of Wood Partners. Wood Partners is one of the nation’s largest multi-family residential real estate companies. Prior to serving as Chief Executive Officer, he served as both Chief Financial Officer and President of Wood Partners. Mr. Keough began his career in consulting, and was a Principal at The Boston Consulting Group, an international strategic consulting firm, and later served as Chief Operating Officer of Fuqua Capital, the vertically integrated family office of the Fuqua family. He currently serves on the board of home builder Meritage Home Corporation (NYSE: MTH), and one private company.

Joseph Keough	Qualifications and skills: Extensive executive level experience in the multi-family residential building industry, including leadership in the areas of finance, accounting, capital markets, real estate development, strategy and operations management.
Age: 54 Director since 2019 Chairman and Chief Executive Officer, Wood Partners

	Experience: Ms. Kilbane retired in 2017 as Senior Vice President of The Sherwin-Williams Company, a Fortune 500 global leader in paints and coatings. She joined Sherwin-Williams in 2013 as Senior Vice President, General Counsel and Secretary. Prior to that, Ms. Kilbane was Senior Vice President and General Counsel from 2003 to 2012 at American Greetings Corporation, one of the world’s largest manufacturers of social expression products. From 1987 to 2003, she was a partner in the general business group at Baker & Hostetler LLP in Cleveland, Ohio. Ms. Kilbane is a director of The Andersons, Inc. (NASDAQ: ANDE) (where she also serves as lead independent director), a Fortune 500 diversified agribusiness company in the grain, ethanol, plant nutrient, and rail sectors, and The Davey Tree Expert Company, a provider of residential and commercial tree care services. She also is a member of the board of directors of the Cleveland Clinic Foundation.

Catherine M. Kilbane	Qualifications and skills: Over thirty years of experience in corporate law, extensive experience in mergers and acquisitions, including large, multinational transactions, a solid understanding of ensuring shareholder value through her fourteen years of experience with two publicly traded companies and board member experience with for-profit and non-profit organizations.
Age: 60 Director since 2018 Retired Senior Vice President and General Counsel, The Sherwin-Williams Company

	Experience: Since 2015, Mr. Kohler has served as the President and Chief Executive Officer for Kohler Co., a manufacturer of kitchen and bath products, interior furnishings, engines and power generation systems, and an owner and operator of golf and resort destinations. In 2022, he became Chair of Kohler. His previous positions at Kohler include President and Chief Operating Officer (2009-2015), Executive Vice President (2007-2009) and Group President of the Kitchen and Bath Group (1999-2007). He has served as a member of the board of Kohler Co. since 1999, and also is a director of ceramic tile and natural stone manufacturer and distributor Internacional de Cerámica, S.A.B. de C.V., a public company traded on the Mexican Stock Market. Mr. Kohler also serves as a director of the non-profit corporation Green Bay Packers, Inc.

K. David Kohler	Qualifications and skills: Extensive business experience from his service in executive positions at a manufacturing company with international operations and distribution into both commercial and consumer channels.
Age: 57 Director since 2006 Chair and Chief Executive Officer, Kohler Co.

Executive Committee	Audit Committee	Compensation Committee	Nominating & Governance Committee	Innovation & Sustainability Committee

Laurel M. Hurd (Chair)	Robert T. O’Brien (Chair)	Catherine M. Kilbane (Chair)	Christopher G. Kennedy (Chair)	Daniel T. Hendrix (Chair)
Daniel T. Hendrix	Joseph Keough	Dwight Gibson	John P. Burke	Catherine M. Kilbane
Christopher G. Kennedy Robert T. O’Brien	Catherine Marcus	Joseph Keough	K. David Kohler	K. David Kohler Robert T. O’Brien

Name	Title
Laurel M. Hurd	President and Chief Executive Officer
David B. Foshee	Vice President, General Counsel and Secretary
Bruce A. Hausmann	Vice President and Chief Financial Officer
James L. Poppens	Vice President and Chief Commercial Officer
Nigel Stansfield	Vice President and Chief Innovation & Sustainability Officer

ACCO Brands Corporation	MillerKnoll, Inc.
Apogee Enterprises, Inc.	PGT Innovations, Inc.
Armstrong World Industries, Inc.	SP Plus Corporation
Enviri Corporation (formerly Harsco Corporation)	Steelcase Inc.
Glatfelter Corporation	Unifi, Inc.
HNI Corporation	VSE Corporation

Name	2022 Base Salary		2023 Base Salary		% Change		Rationale
Laurel Hurd	$	825,000	$	858,000		4%	Merit
David Foshee	$	405,000	$	425,000		5%	Merit & Benchmark Alignment
Bruce Hausmann	$	500,000	$	520,000		4%	Merit
James Poppens	$	425,000	$	468,000		10%	New Role & Benchmark Alignment
Nigel Stansfield	£	325,552	£	338,574		4%	Merit

Name	2023 Bonus Potential (as a percentage of base salary)
Laurel Hurd	125%
David Foshee	75%
Bruce Hausmann	90%
James Poppens	90%
Nigel Stansfield	90%

Criteria	Weighting		Threshold		Goal		Maximum
Adjusted Operating Income		85%	$	78,000,000	$	120,000,000	$	138,000,000
Currency-Neutral Sales		15%	$	1,165,016,000	$	1,273,242,000	$	1,317,805,000

Name	2023 Actual Bonus
Laurel M. Hurd	$	999,570
David Foshee	$	297,075
Bruce Hausmann	$	436,176
James Poppens	$	392,558
Nigel Stansfield	£	283,996

● 401(k) Plan and Other Defined Contribution Plans	● Employment and Severance Protection Agreements

● Elective Deferred Compensation Program	● Limited Perquisites

● Company-provided automobile/allowance	● Long-term care and life insurance

● Company-provided telephone

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
(a)	(b)	($) (c)		($) (d)(1)		($) (e)(2)		($) (f)		($) (g)(3)		($) (h)(4)		($) (i)(5)		($) (j)(6)
Laurel M. Hurd,	2023		858,000		-		2,614,777		-		999,570		-		54,163		4,526,511
President and CEO	2022		584,375		-		3,543,485		-		941,531		-		21,919		5,091,309

David B. Foshee,	2023		425,000		-		736,994		-		297,075		-		37,419		1,496,488
Vice President,	2022		405,000		-		437,868		-		277,324		-		37,921		1,158,113
General Counsel and	2021		392,879		-		819,469		-		426,372		-		26,040		1,664,760
Secretary

Bruce A. Hausmann,	2023		520,000		-		1,043,916		-		436,176		-		47,184		2,047,276
Vice President and	2022		500,000		-		648,684		-		410,850		-		42,753		1,602,288
CFO	2021		454,490		-		1,137,561		-		591,882		-		28,419		2,212,352

James L. Poppens,	2023		468,000		-		936,668		-		392,558		-		26,522		1,823,749
Vice President	2022		425,000		-		551,382		-		444,083		-		26,192		1,446,656
	2021		400,000		-		667,456		-		380,520		-		27,681		1,475,657

Nigel Stansfield,	2023		431,015		-		938,663		-		361,535		54,137		37,312		1,822,662
Vice President*	2022		392,557		-		562,738		-		256,144		0		31,343		1,242,782
	2021		426,695		-		1,111,610		-		633,259		0		34,442		2,206,006

Name	Automobile ($)		Telephone ($)		Dividends and Dividend Equivalents ($)		Company Contributions to Retirement Plans ($)		Other ($)
Laurel M. Hurd		18,000		1,454		3,479		31,230		0
David B. Foshee		12,504		699		3,052		21,070		94
Bruce A. Hausmann		12,038		2,777		4,284		27,926		158
James L. Poppens		12,281		2,459		1,906		9,643		233
Nigel Stansfield		16,511		923		3,544		0		16,335

Name	Year	Company Contribution To 401(k) Plan ($)		Company Contribution To Nonqualified Plan ($)

Laurel M. Hurd	2023		4,950		26,280
	2022		3,688		-

David B. Foshee	2023		9,900		11,170
	2022		6,833		16,121
	2021		6,817		3,446
Bruce A. Hausmann	2023		9,900		18,026
	2022		9,150		15,000
	2021		8,550		-
James L. Poppens	2023		9,643		-
	2022		9,150		-
	2021		8,185		-

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards

Name (a)	Grant Date (b)		Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold (#) (f)		Target (#) (g)(2)		Maximum (#) (h)		Grant Date Fair Value of Stock and Option Awards ($) (l) (3)
Laurel M. Hurd		1-12-23		268,125		1,072,500		1,876,875
		1-12-23								30,264		121,054		242,108		1,307,383
		1-12-23								-		121,055		121,055		1,307,394
David B. Foshee		1-12-23		79,688		318,750		557,813
		1-12-23								6,575		26,299		52,598		284,029
		1-12-23								-		26,300		26,300		284,040
		2-27-23								-		19,196		19,196		168,925
Bruce A. Hausmann		1-12-23		117,000		468,000		819,000
		1-12-23								9,654		38,614		77,228		417,031
		1-12-23								-		38,614		38,614		417,031
		2-27-23								-		23,847		23,847		209,854
James L. Poppens		1-12-23		105,300		421,200		737,100
		1-12-23								8,688		34,752		69,504		375,322
		1-12-23								-		34,753		34,753		375,332
		2-27-23								-		21,138		21,138		186,014
Nigel Stansfield*		1-12-23		96,978		387,913		678,848
		1-12-23								8,707		34,826		69,652		376,121
		1-12-23								-		34,827		34,827		376,132
		2-27-23								-		21,183		21,183		186,410

Name (a)	Plan Name (b)(1)		Number of Years Credited Service (#) (c)		Present Value of Accumulated Benefit ($) (d)		Payments During Last Fiscal Year ($) (e)

Laurel M. Hurd		-		-		-		-
David B. Foshee		-		-		-		-
Bruce A. Hausmann		-		-		-		-
James L. Poppens		-		-		-		-
Nigel Stansfield	UK Plan			20		508,104		0

Name (a)(1)	Executive Contributions in Last FY ($) (b)		Company Contributions in Last FY ($) (c)(2)		Aggregate Earnings in Last FY ($) (d)(3)		Aggregate Withdrawals/ Distributions ($) (e)		Aggregate Balance at Last FYE ($) (f)


Laurel M. Hurd		52,560		-		4,631		-		57,191
David B. Foshee		42,139		16,121		21,466		-		183,454
Bruce A. Hausmann		55,852		15,000		48,675		-		312,925
James L. Poppens		-		-		-		-		-
Nigel Stansfield		-		-		-		-		-

	Retirement or Resignation		Death/Disability		Termination with Cause		Termination without Cause		Termination Following Change in Control⁽¹⁾


Compensation:	($)		($)		($)		($)		($)
Base salary		-		-		-		1,716,000		2,145,000
Bonus		994,078		994,078		-		3,139,078		3,675,328
Equity awards⁽²⁾		-		2,329,453		-		2,329,453		5,698,504

Benefits and Perquisites:
Retirement plans		-		-		-		-		-
Health, life and other insurance		-		-		-		46,364		46,364

													Value of Initial Fixed $100 Investment Based on:
Year (a)	Summary Compensation Table Total for Current CEO⁽¹⁾ ($) (b)		Compensation Actually Paid to Current CEO ($) (c)		Summary Compensation Table Total for Former CEO⁽¹⁾ ($) (d)		Compensation Actually Paid to Former CEO ($) (e)		Average Summary Compensation Table Total for Non-CEO NEOs⁽¹⁾ ($) (f)		Average Compensation Actually Paid to Non-CEO NEOs ($) (g)		Interface Total Shareholder Return⁽²⁾ ($) (h)		Peer Group Total Shareholder Return⁽²⁾⁽³⁾ ($) (i)		Net Income (in Millions) ($) (j)			Interface Adjusted EBITDA⁽⁴⁾ (in Millions) ($) (k)
2023		4,526,511		4,807,487		N/A		N/A		1,784,010		2,130,682		77.74		99.79		44.5			162.0
2022		5,091,309		4,511,701		3,658,931		1,914,885		1,362,460		645,183		60.70		99.94		19.6			176.1
2021		N/A		N/A		6,250,848		7,083,641		1,889,694		2,188,909		97.22		132.16		55.2			169.4
2020		N/A		N/A		4,048,192		2,616,934		960,162		361,982		64.03		96.92		(71.9	)		145.7

	Calculation for Current CEO Hurd										Calculation for Avg of Non-CEO NEOs
Calculation of “Compensation Actually Paid”	Year 2020 ($)		Year 2021 ($)		Year 2022 ($)			Year 2023 ($)			Year 2020 ($)			Year 2021 ($)			Year 2022 ($)			Year 2023 ($)
Summary Compensation Table Total		N/A		N/A		5,091,309			4,526,511			960,162			1,889,694			1,362,460			1,784,010
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year		N/A		N/A		(3,543,485	)		(2,614,777	)		(506,147	)		(934,024	)		(550,168	)		(914,060	)
Plus Fair Value for Awards Granted in the Covered Year		N/A		N/A		2,963,877			2,931,519			190,654			1,113,482			444,128			1,083,559
Change in Fair Value of Awards from Prior Years that Vested in Covered Year		N/A		N/A		-			(134,309	)		8,739			2,040			(20,731	)		(18,153	)
Change in Fair Value of Outstanding Unvested Awards from Prior Years		N/A		N/A		-			98,543			(256,418	)		136,553			(573,021	)		229,720
Less Fair Value of Awards Forfeited during the Covered Year		N/A		N/A		-			-			-			(18,837	)		(17,485	)		(20,860	)
Plus Fair Value of Incremental Dividends of Earnings Paid on Stock Awards		N/A		N/A		-			-			-			-			-			-
Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans		N/A		N/A		-			-			(35,007	)		-			-			(13,534	)
Plus Aggregate Service Cost and Prior Service Cost for Pension Plans		N/A		N/A		-			-			-			-			-			-
“Compensation Actually Paid”		N/A		N/A		4,511,701			4,807,487			361,982			2,188,909			645,183			2,130,682