Bernard Thiers

About Bernard P. Thiers

Independent director since February 2024; age 69. Former President—Flooring Rest of the World (2009–Feb 2024) and currently a Senior Advisor to the company, bringing nearly 40 years of operating leadership across Unilin and Mohawk’s international flooring businesses .

Past Roles

Organization	Role	Tenure	Committees/Impact
Mohawk Industries	Senior Advisor	Feb 2024–present	Supports transition of ROW business; no board committees
Mohawk Industries	President—Flooring Rest of the World	2009–Feb 2024	Led international flooring segment
Unilin Flooring	President	2006–2009	Post-acquisition integration leadership
Unilin Flooring	Managing Director	1996–2006	Grew laminate operations
Unilin	Plant Manager; various management roles	1984–1996	Built manufacturing expertise

External Roles

No public company directorships disclosed in Mohawk’s proxy or 8-K for Thiers .

Board Governance

Class I director; appointed February 15, 2024; term scheduled to expire at the 2026 Annual Meeting. Not initially assigned to any board committee .
Current committee rosters do not include Thiers (Audit: Onorato, Bruckmann, Engquist, Runge; Compensation: Runge, Bogart, Burris, Onorato; Governance: Bogart, Bruckmann, Burris, Engquist) .
Independence: Board affirmatively determined independence for Bruckmann, Burris, Engquist, Onorato, Runge and Bogart; Thiers is not listed among independent directors and serves as a paid Senior Advisor, indicating non‑independent status .
Attendance: Board met five times in 2024; all directors attended over 75% of meetings for which they were eligible; all directors attended the 2024 Annual Meeting .
Lead Independent Director: John M. Engquist reappointed in February 2025, presides over executive sessions of non‑management directors .

Fixed Compensation

Component (2024)	Detail	Amount
Senior Advisor Base Salary (annualized)	Set at approximately $152,000 for 2024	$152,000
Salary actually paid (2024)	2 months as President + 10 months Senior Advisor	$240,398
Director Fees (cash retainer)	Not paid under Non‑Employee Director Compensation Plan	$0
Director Equity Retainer	Not paid under Director Plan	$0

Notes: Mohawk’s standard non‑employee director retainer in 2024 was $100,000 cash and $165,000 equity, plus chair/lead fees (Audit $25,000; Comp $20,000; Governance $15,000; Lead Independent Director $35,000 beginning 2025), but Thiers did not participate in the Director Plan in 2024 .

Performance Compensation

Component (2024)	Grant/Metric	Amount/Result
RSU grant (Senior Executive LTIP)	7,784 RSUs granted Feb 23, 2024 for performance in period ended Dec 31, 2023; grant date FV $114.94	$894,693
Annual Incentive (SEAIP; prorated 2024)	Company achieved threshold (positive adjusted operating income); payout based on EPS/operating goals	$183,802

Performance metric framework (driving 2024 annual incentive and 2024 LTIP awards):

Metric	Threshold	Target	Maximum	Actual
Company EPS (2024 Annual Incentive) ($)	7.14	9.23	10.61	9.70*
Ceramic Europe Operating Income (2024 Annual Incentive) ($mm)	42	61	70	68
Flooring North America EPS (2024 Annual Incentive) ($)	0.50	1.49	1.95	1.99
Company EPS (2023 LTIP Business Unit Goals) ($)	6.10	9.29	12.11	9.19*
Ceramic Europe Operating Income (2023 LTIP Goals) ($mm)	0	19	46	46
Flooring North America EPS (2023 LTIP Goals) ($)	0.59	1.72	3.01	1.30

*Adjusted to exclude miscellaneous non‑operating items, per proxy .
Additional LTIP note: TSR over the three-year period ending 2023 was at the 10th percentile versus S&P 500 peer group, resulting in no TSR component RSUs for that cycle .

Other Directorships & Interlocks

Entity	Role/Relation	Detail	Period
Triplaco nv	Family relation/customer	Son‑in‑law Ludovic Billiet is an executive; family has significant stake; Triplaco purchased €612,291 of panels from Mohawk’s ROW segment in 2015	2015 disclosure
Public company boards	—	No public directorships disclosed	—

8‑K (Feb 16, 2024) states no arrangements/understandings relating to his election and no transactions requiring Item 404(a) disclosure at that time .

Expertise & Qualifications

Deep flooring industry operations across Europe/global ROW, manufacturing/operations, distribution/transportation; M&A and global business experience .
Board skills grid tags Thiers with Global Business, M&A, Sustainability, Enterprise Risk Management, Knowledge of Flooring Industry, Manufacturing/Operations, Distribution/Transportation .

Equity Ownership

Item	Value
Beneficial ownership (Mar 28, 2025)	209,020 shares; less than 1% of class
Beneficial ownership (Mar 15, 2024)	200,752 shares; less than 1% of class
RSUs outstanding (as of Dec 31, 2024)	17,315 RSUs
Shares pledged as collateral	107,568 shares held by a family limited partnership pledged for a bank guarantee (2023 table footnote)

Ownership alignment policies:

Directors expected to own stock/rights equal to 5× cash annual retainer within 5 years of election; as of April 1, 2025, all directors and executive officers have met their stock ownership requirements .
Anti‑hedging policy prohibits short sales and certain derivatives by directors/officers; insider trading policy filed as Exhibit 19.1 to 2024 Form 10‑K .

Governance Assessment

Strengths: Operating depth in Mohawk’s ROW segment; attendance above minimum thresholds; Lead Independent Director structure in place to enhance oversight; company has adopted exchange‑compliant clawback (Oct 2, 2023) and anti‑hedging policies; say‑on‑pay support strong (89% approval in 2024; average 95.3% over last 12 years) supporting investor confidence in compensation governance .
Concerns/RED FLAGS:
- Independence: Thiers is not listed among independent directors and is a paid Senior Advisor while serving on the Board—limits independence and creates potential conflicts in oversight of management he advises .
- Related-party history: Family customer relationship (Triplaco) disclosed in prior filings (2015) indicates potential related‑party exposure; company later disclosed no Item 404(a) transactions at his 2024 appointment, but historical ties warrant monitoring .
- Share pledging: 107,568 shares pledged at a family partnership is a governance red flag due to potential forced sales risk; verify current status annually .
- Section 16 compliance: Company disclosed delayed Form 5 reporting for Thiers’ 2021 sales (5,000 shares on March 8 and March 23, 2021), indicating minor compliance lag; strengthen timely reporting controls .

Director compensation alignment:

As a director, Thiers did not receive standard director cash/equity retainers in 2024; instead received salary, prorated bonus, and senior executive LTIP RSUs in his advisory capacity. This atypical mix blurs director independence and pay‑for‑performance alignment for board service; consider ceasing paid advisory role while on the Board or limiting participation in executive incentive plans to strengthen independence optics .

Committee effectiveness:

No committee assignments for Thiers; given his non‑independent status, he should remain off Audit/Comp/Governance committees to comply with NYSE/SEC independence standards—current rosters reflect that .

Director attendance and engagement:

Board met five times in 2024; all directors exceeded the 75% attendance threshold. Continued participation in executive sessions led by the Lead Independent Director supports robust oversight .