Interface Inc DEF 14A, filed Apr 1, 2025

Interface Inc (TILE)

DEF 14A 2025-04-01 For: 2025-05-15

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Added on June 12, 2026

About this DEF 14A

Interface Inc filed this DEF 14A on April 1, 2025.

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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 & Talent Development Committee Report	35
Compensation & Talent Development Committee Interlocks and Insider Participation	35
Executive Compensation	36
CEO Pay Ratio	46
Pay Versus Performance	47
Director Compensation	52
Equity Compensation Plan Information	53


RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3)	54

Audit Committee Report	55

OTHER INFORMATION	56

General Meeting Information	56
Certain Relationships and Related Transactions	56
Insider Trading/Prohibition on Hedging and Pledging	57
Shareholder Proposals	57
Communicating with the Board	58
“Householding” of Proxy Materials	58
Safe Harbor Statement for Forward-Looking Statements	58
Other Matters That May Come Before the Meeting	58

APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	59

2025 Annual Meeting Information
Date	Thursday, May 15, 2025
Time	9:00 a.m. Eastern Time
Location	Interface, Inc. 1280 West Peachtree Street NW Atlanta, Georgia 30309
Record Date	Friday, March 14, 2025
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 ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025.	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 54

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 56 for details on attending the Annual Meeting in person.

● Physical presence in 18 countries	● Global account management

● Six manufacturing locations on four continents	● Global supply chain management

● Unique blend of efficiency and customization

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	●	Certified by Great Place to Work® in six countries	●	Separate CEO and Independent Chairman of the Board of Directors

●	Decreased carbon footprint across all product Categories	●	Expanded employee learning and development programs for personal and professional growth	●	Recent Board Refreshment

●	Refocused climate ambition on absolute emission reductions and carbon storage, without offsets	●	Invested in additional health and wellness resources for employee well-being	●	Launched Global Design & Sustainability Councils

●	Collected 75+ million pounds of post-consumer carpet since 2016 through ReEntry	●	Continued activation of new Inclusion Networks	●	Activated ‘One Interface’ strategy, globalizing leadership and teams across functions

				●	Established Innovation & Sustainability Committee of the Board of Directors (see discussion below)

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.

	2024		2023
Audit Fees	$	2,472,050	$	2,439,012
Audit-Related Fees		96,500		51,880
Tax Fees		118,696		107,138
All Other Fees		--		--
Total	$	2,687,246	$	2,598,030

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: 63 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: 50 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: 70 Director since 1996 Former CEO and Former Chairman of the Board, Interface, Inc.

	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 development, strategy and brand stewardship in both the consumer-packaged goods and the consumer durables sectors.
Age: 55 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: 61 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: 55 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 (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.
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: 61 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: 58 Director since 2006 Chair and Chief Executive Officer, Kohler Co.


	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: 59 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: 63 Director since 2022 Retired Deputy Managing Partner of Growth & Offerings, Deloitte & Touche LLP

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

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⁾	16.6%

The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355	Common Stock	5,849,981⁽²⁾⁽⁴⁾	10.0%

John P. Burke	Common Stock	80,118⁽⁵⁾	*

David B. Foshee	Common Stock	149,408	*

Dwight Gibson	Common Stock	57,085⁽⁵⁾	*

Bruce A. Hausmann	Common Stock	95,113	*

Daniel T. Hendrix	Common Stock	131,219⁽⁶⁾	*

Laurel M. Hurd	Common Stock	229,002	*

Christopher G. Kennedy	Common Stock	154,073⁽⁷⁾	*

Joseph Keough	Common Stock	57,085⁽⁵⁾	*

Catherine M. Kilbane	Common Stock	60,635⁽⁵⁾	*

K. David Kohler	Common Stock	106,118⁽⁵⁾	*

Catherine Marcus	Common Stock	11,814⁽⁵⁾	*

Robert T. O’Brien	Common Stock	30,065⁽⁵⁾	*

James L. Poppens	Common Stock	81,875	*

Nigel Stansfield	Common Stock	80,035	*

All executive officers and directors (14 persons)	Common Stock	1,323,645⁽⁸⁾	2.3%

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.	Steelcase Inc.
Enviri Corporation (formerly Harsco Corporation)	Tredegar Corp.
Gibraltar Industries, Inc.	VSE Corporation

Name	2023 Base Salary	2024 Base Salary	% Change	Rationale
Laurel Hurd	$858,000	$895,000	4.3%	Merit & Benchmark Alignment
David Foshee	$425,000	$442,000	4%	Merit
Bruce Hausmann	$520,000	$541,000	4%	Merit
James Poppens	$468,000	$487,000	4%	Merit
Nigel Stansfield	£338,574	£352,000	4%	Merit

Name	2024 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%	$80,778,000	$124,274,000	$142,915,000
Currency-Neutral Sales	15%	$1,172,070,000	$1,280,951,000	$1,325,789,000

Name	2024 Actual Bonus
Laurel M. Hurd	$1,876,144
David Foshee	$555,926
Bruce Hausmann	$816,531
James Poppens	$735,029
Nigel Stansfield	£531,274

● 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,	2024	895,000	--	2,740,892	--	1,876,144	--	78,813	5,590,848
President and CEO	2023	858,000	--	2,614,777	--	999,570	--	54,163	4,526,511
	2022	584,375	--	3,543,485	--	941,531	--	21,919	5,091,309

David B. Foshee,	2024	442,000	--	563,998	--	555,926	--	42,510	1,604,433
Vice President,	2023	425,000	--	736,994	--	297,075	--	37,419	1,496,488
General Counsel and	2022	405,000	--	437,868	--	277,324	--	37,921	1,158,113
Secretary

Bruce A. Hausmann,	2024	541,000	--	828,387	--	816,531	--	53,388	2,239,307
Vice President and	2023	520,000	--	1,043,916	--	436,176	--	47,184	2,047,276
CFO	2022	500,000	--	648,684	--	410,850	--	42,753	1,602,288

James L. Poppens,	2024	487,000	--	745,703	--	735,029	--	32,860	2,000,593
Vice President	2023	468,000	--	936,668	--	392,558	--	26,522	1,823,749
	2022	425,000	--	551,382	--	444,083	--	26,192	1,446,656

Nigel Stansfield,	2024	442,570	--	658,425	--	667,970	13,321	41,315	1,823,601
Vice President*	2023	431,015	--	938,663	--	361,535	54,137	37,312	1,822,662
	2022	392,557	--	562,738	--	256,144	0	31,343	1,242,782

Name	Automobile ($)		Telephone ($)		Dividends and Dividend Equivalents ($)		Company Contributions to Retirement Plans ($)		Other ($)
Laurel M. Hurd		18,000		2,198		2,310		56,304		0
David B. Foshee		14,978		826		4,440		22,172		94
Bruce A. Hausmann		15,880		1,782		6,253		29,315		158
James L. Poppens		18,525		1,388		4,089		8,625		233
Nigel Stansfield		16,307		771		5,964		0		18,273

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

Laurel M. Hurd	2024		9,277		47,027
	2023		4,950		26,280
	2022		3,688		--
David B. Foshee	2024		10,350		11,822
	2023		9,900		11,170
	2022		6,833		16,121
Bruce A. Hausmann	2024		10,350		18,965
	2023		9,900		18,026
	2022		9,150		15,000
James L. Poppens	2024		8,625		--
	2023		9,643		--
	2022		9,150		--

		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	2-26-24	279,688	1,118,750	1,957,813
	2-26-24				25,877	103,508	207,016	1,370,446
	2-26-24				--	103,508	103,508	1,370,446
David B. Foshee	2-26-24	82,875	331,500	580,125
	2-26-24				5,325	21,299	42,598	281,999
	2-26-24				--	21,299	21,299	281,999
Bruce A. Hausmann	2-26-24	121,725	486,900	852,075
	2-26-24				7,821	31,283	62,566	414,187
	2-26-24				--	31,284	31,284	414,200
James L. Poppens	2-26-24	109,575	438,300	767,025
	2-26-24				7,040	28,161	56,322	372,852
	2-26-24				--	28,161	28,161	372,852
Nigel Stansfield*	2-26-24	99,578	398,313	697,047
	2-26-24				6,216	24,865	49,730	329,213
	2-26-24				--	24,865	24,865	329,213

	Option Awards					Stock Awards


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

Laurel M. Hurd	--	--	--	--	--	241,345	6,026,385	305,632	7,631,631

David B. Foshee	--	--	--	--	--	81,442	2,033,607	57,265	1,429,907

Bruce A. Hausmann	--	--	--	--	--	115,198	2,876,494	84,220	2,102,973

James L. Poppens	--	--	--	--	--	101,950	2,545,692	75,087	1,874,922

Nigel Stansfield	--	--	--	--	--	99,355	2,480,894	72,117	1,800,761

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	521,425	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	114,754	26,280	21,851	--	220,076
David B. Foshee	44,345	11,170	28,436	--	267,405
Bruce A. Hausmann	58,631	18,026	59,102	(89,500)	359,184
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	--	--	--	1,790,000	2,237,500
Bonus	1,865,835	1,865,835	--	4,103,335	4,662,711
Equity awards⁽²⁾	--	7,937,723	--	7,937,723	15,156,926

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