Interface Inc DEF 14A, filed Apr 1, 2026

Interface Inc (TILE)

DEF 14A 2026-04-01 For: 2026-05-19

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Added on June 12, 2026

About this DEF 14A

Interface Inc filed this DEF 14A on April 1, 2026.

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	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 & Talent Development Committee Report	35
Compensation & Talent Development Committee Interlocks and Insider Participation	36
Executive Compensation	37
CEO Pay Ratio	47
Pay Versus Performance	48
Director Compensation	52
Equity Compensation Plan Information	53


RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3)	53

Audit Committee Report	55

OTHER INFORMATION	57

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

APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	61

2026 Annual Meeting Information
Date	Tuesday, May 19, 2026
Time	9:00 a.m. Eastern Time
Location	Interface, Inc. 1280 West Peachtree Street NW Atlanta, Georgia 30309
Record Date	Friday, March 13, 2026
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 22
3. To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2026.	FOR	Based on its assessment, the Audit Committee believes that the appointment of Ernst & Young LLP is in the best interests of Interface and our shareholders.	Page 53

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

	ENVIRONMENTAL		SOCIAL		GOVERNANCE

●	'All in' on carbon negative by 2040 – committed to avoiding, reducing,and storing more carbon than ever before	●	Certified by Great Place to Work® in nine countries	●	Emphasizing ethical and responsible behavior through strong policies and compliance training

●	Continuing to progress on our 2030 science-based targets	●	Fostering a safe, healthy and inclusive work environment	●	Prioritizing effective risk management with a robust Enterprise Risk Management program

●	Building a portfolio of cradle-to-gate carbon negative flooring	●	Advancing talent development through engaging, personalized learning programs	●	Investing in leadership development across the organization

●	Accelerating circular economy strategies through design, innovation, and material choices	●	Investing in health and wellness resources for employee well-being

Nominee Name	Director Since	Independent?	Audit Committee	Compensation & Talent Development 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 & Talent Development Committee comprised entirely of independent directors who use an independent consultant retained by the 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 & Talent Development 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.	X	Permit pledging or hedging activities by our executive officers involving our stock.

Competitive base salary		Assists with attraction and retention of highly qualified executives and promotes management stability

Annual cash bonus opportunity based on achievement of established goals		Aligns individual interests with overall short-term (typically annual) objectives, and reinforces “pay for performance” program goals

Long-term incentives		Aligns individual interests with the long- term investment interests of shareholders and assists with retention of highly qualified executives

	2025		2024
Audit Fees	$	2,454,170	$	2,472,050
Audit-Related Fees		-		96,500
Tax Fees		91,964		118,696
All Other Fees		5,200		-
Total	$	2,551,334	$	2,687,246

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
Age: 64 Director since 2013 Chief Executive Officer, Trek Bicycle Corporation	focused primarily on sales in the consumer channel and with an emphasis on sustainability and innovation.

	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. Mr. Gibson also has served on the board of building products company Amrize Ltd. (NYSE: AMRZ) since June 2025.
Dwight Gibson	Qualifications and skills: Mr. Gibson brings to the Board experience in driving growth for purpose-driven
Age: 51 Director since 2019 Operating Partner, Pritzker Private Capital	global manufacturing companies, particularly in the areas of sales, operations, strategy and executive management.

	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 roles of President and 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
Age: 71 Director since 1996 Former CEO and Former Chairman of the Board, Interface, Inc.	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.

	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. (NASDAQ: NWL), 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
Age: 56 Director since 2022 President and Chief Executive Officer, Interface, Inc.	development, strategy and brand stewardship in both the consumer-packaged goods and the consumer durables sectors.

	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. Mr. Kennedy was elected Chairman of the Board in March 2024.
Christopher G. Kennedy	Qualifications and skills: Broad understanding of the fundamentals of our business, having managed
Age: 62 Director since 2000 Chairman of the Board Chairman Emeritus, Joseph P. Kennedy Enterprises, Inc.	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.

	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
Age: 56 Director since 2019 Chairman and Chief Executive Officer, Wood Partners	industry, including leadership in the areas of finance, accounting, capital markets, real estate development, strategy and operations management.

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		8,966,253	⁽²⁾⁽³⁾		15.35	%

The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355	Common Stock		5,849,981	⁽²⁾⁽⁴⁾		10.01	%

John P. Burke	Common Stock		80,118			*

David B. Foshee	Common Stock		193,801			*

Dwight Gibson	Common Stock		57,085			*

Bruce A. Hausmann	Common Stock		129,734			*

Daniel T. Hendrix	Common Stock		131,219	⁽⁵⁾		*

Laurel M. Hurd	Common Stock		378,383			*

Christopher G. Kennedy	Common Stock		138,573	⁽⁶⁾		*

Joseph Keough	Common Stock		50,185			*

Catherine M. Kilbane	Common Stock		60,635			*

K. David Kohler	Common Stock		106,118			*

Catherine Marcus	Common Stock		11,814			*

Robert T. O’Brien	Common Stock		30,065			*

James L. Poppens	Common Stock		70,499			*

Nigel Stansfield	Common Stock		538	⁽⁷⁾		*

All executive officers and directors (14 persons)	Common Stock		1,445,781			2.47	%

	Experience: Ms. Kilbane retired in 2017 as Senior Vice President of The Sherwin-Williams Company (NYSE: SHW), 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 (NYSE: AM), 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 and one other non-profit foundation.
Catherine M. Kilbane	Qualifications and skills: Over thirty years of experience in corporate law, extensive experience in
Age: 62 Director since 2018 Retired Senior Vice President and General Counsel, The Sherwin- Williams Company	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.

	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 and one private company.
K. David Kohler	Qualifications and skills: Extensive business experience from his service in executive positions at a
Age: 59 Director since 2006 Chair and Chief Executive Officer, Kohler Co.	manufacturing company with international operations and distribution into both commercial and consumer channels.

	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
Age: 60 Director since 2023 Co-CEO and Chief Operating Officer, PGIM Real Estate	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.

	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,
Age: 64 Director since 2022 Retired Deputy Managing Partner of Growth & Offerings, Deloitte & Touche LLP	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.

Executive Committee	Audit Committee	Compensation & Talent Development 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

Program Component	Behavioral Focus	Ultimate Benefit to Company

Competitive base salary	Rewards individual competencies, performance and level of experience	Assists with attraction and retention of highly qualified executives, and promotes management stability

Annual cash bonus opportunity based on achievement of established goals	Rewards operational results of specific business units and Company as a whole	Aligns individual interests with overall short-term (typically annual) objectives, and reinforces “pay for performance” program goals

Long-term incentives	Rewards engagement, longevity, sustained performance and actions designed to enhance overall shareholder value	Aligns individual interests with the long- term investment interests of shareholders, and assists with retention of highly qualified executives

Other elements such as retirement benefits, elective deferred compensation and special incentives	Rewards targeted operational results, engagement and longevity, and sustained performance	Focuses enhanced efforts on a particular key objective, aligns individual interests with the long-term investment interests of shareholders, assists with the attraction and retention of highly qualified executives, and promotes management stability

ACCO Brands Corporation	HNI Corporation
American Woodmark Corporation	MillerKnoll, Inc.
Apogee Enterprises, Inc.	Quanex Building Products Corporation
Armstrong World Industries, Inc.	Tredegar Corp.
Enviri Corporation (formerly Harsco Corporation)	VSE Corporation
Gibraltar Industries, Inc.

Name	2024 Base Salary		2025 Base Salary		% Change		Rationale
Laurel Hurd	$	895,000	$	930,000		4%	Merit
David Foshee	$	442,000	$	464,000		5%	Merit and Benchmark Alignment
Bruce Hausmann	$	541,000	$	563,000		4%	Merit
James Poppens	$	487,000	$	506,000		4%	Merit
Nigel Stansfield	£	352,000	£	359,040		2%	Merit

Name	2025 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	%	$	101,205,000	$	155,700,000	$	179,055,000
Currency-Neutral Sales		15	%	$	1,243,943,000	$	1,359,500,000	$	1,407,083,000

Name	2025 Actual Bonus
Laurel M. Hurd	$	1,769,325
David Foshee	$	529,656
Bruce Hausmann	$	771,197
James Poppens	$	693,119
Nigel Stansfield	£	327,426

●	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	●	Executive Health Program

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,	2025		930,000		-		2,821,999		-		1,769,325		-		130,164		5,651,488
President and CEO	2024		895,000		-		2,740,892		-		1,876,144		-		78,813		5,590,848
	2023		858,000		-		2,614,777		-		999,570		-		54,163		4,526,511

David B. Foshee,	2025		464,000		-		533,327		-		529,656		-		59,811		1,586,794
Vice President,	2024		442,000		-		563,998		-		555,926		-		42,510		1,604,433
General Counsel and	2023		425,000		-		736,994		-		297,075		-		37,419		1,496,488

Secretary
Bruce A. Hausmann,	2025		563,000		-		776,545		-		771,197		-		259,154		2,369,897
Vice President and	2024		541,000		-		828,387		-		816,531		-		53,388		2,239,307
CFO	2023		520,000		-		1,043,916		-		436,176		-		47,184		2,047,276

James L. Poppens,	2025		506,000		-		697,907		-		693,119		-		30,391		1,927,417
Vice President	2024		487,000		-		745,703		-		735,029		-		32,860		2,000,593
	2023		468,000		-		936,668		-		392,558		-		26,522		1,823,749

Nigel Stansfield,	2025		323,136				653,787				442,025		367,324		347,602		2,133,874
Vice President*	2024		442,570		-		658,425		-		667,970		13,321		41,315		1,823,601
	2023		431,015		-		938,663		-		361,535		54,137		37,312		1,822,662

Name	Automobile		Telephone		Dividends and Dividend Equivalents		Company Contributions to Retirement Plans		Executive Health Program		Other
	($)		($)		($)		($)		($)		($)

Laurel M. Hurd		18,000		1,590		22,463		84,724		3,386		0
David B. Foshee		20,649		1,014		3,308		30,598		4,148		94
Bruce A. Hausmann		20,660		2,903		4,888		41,386		4,159		185,158
James L. Poppens		16,719		1,378		4,227		7,833		0		233
Nigel Stansfield		11,673		413		9,358		0		0		326,158

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

Laurel M. Hurd		10,500		74,224

David B. Foshee		10,500		20,098

Bruce A. Hausmann		10,500		30,886

James L. Poppens		7,833		-

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

Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Grant Date Fair Value of Stock and Option Awards ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)(2)		(h)		(l) (3)
Laurel M. Hurd		2-24-25		290,625		1,162,500		2,034,375
		2-24-25								16,422		65,689		131,378		1,411,000
		2-24-25								-		65,689		65,689		1,411,000
David B. Foshee		2-24-25		87,000		348,000		609,000
		2-24-25								3,104		12,414		24,828		266,653
		2-24-25								-		12,415		12,415		266,674
Bruce A. Hausmann		2-24-25		126,675		506,700		886,725
		2-24-25								4,519		18,076		36,152		388,272
		2-24-25								-		18,076		18,076		388,272
James L. Poppens		2-24-25		113,850		455,400		796,950
		2-24-25								4,061		16,245		32,490		348,943
		2-24-25								-		16,246		16,246		348,964
Nigel Stansfield*		2-24-25		109,058		436,234		763,409
		2-24-25								3,805		15,218		30,436		326,883
		2-24-25								-		15,219		15,219		326,904

	Option Awards										Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)(1)		(h)(2)		(i)		(j)(2)


Laurel M. Hurd		-		-		-		-		-		175,045		4,983,531		290,251		8,263,446
David B. Foshee		-		-		-		-		-		54,576		1,553,779		60,012		1,708,542
Bruce A. Hausmann		-		-		-		-		-		75,650		2,153,756		87,973		2,504,591
James L. Poppens		-		-		-		-		-		67,742		1,928,615		79,158		2,253,628
Nigel Stansfield		-		-		-		-		-		0		0		56,476		1,607,872

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

Laurel M. Hurd		-		-		-		-
David B. Foshee		-		-		-		-
Bruce A. Hausmann		-		-		-		-
James L. Poppens		-		-		-		-
Nigel Stansfield⁽²⁾	UK Plan			20		661,080		266,113

Name	Executive Contributions in Last FY ($)		Company Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last FYE ($)

(a)(1)	(b)		(c)(2)		(d)(3)		(e)			(f)


Laurel M. Hurd		169,449		47,027		58,316		-			494,868
David B. Foshee		61,195		11,822		36,485		(63,302	)		313,605
Bruce A. Hausmann		82,772		18,965		50,386		(89,383	)		421,924
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		-		-		-		1,860,000		2,325,000
Bonus		1,759,604		1,759,604		-		4,084,604		5,630,469
Equity awards⁽²⁾		-		8,788,860		-		8,788,860		13,246,977

Benefits and Perquisites:
Retirement plans		-		-		-		-		-
Health, life and other insurance		-		-		-		48,592		48,592