Bruce Bruckmann

About Bruce C. Bruckmann

Bruce C. Bruckmann, age 71, has served as an independent director of Mohawk Industries since October 1992, bringing extensive experience in corporate finance and capital markets to the board . He currently serves on the Audit Committee and the Nominating & Corporate Governance Committee, and the board has affirmed his independence under SEC and NYSE standards . In 2024, the board met five times, and all directors, including Mr. Bruckmann, attended over 75% of their eligible meetings, with executive sessions held without management at each board meeting as needed .

Past Roles

Organization	Role	Tenure	Committees/Impact
Bruckmann, Rosser, Sherrill & Co., Inc.	Managing Director	Jan 1995–present	Private equity leadership and M&A execution
Citicorp Venture Capital, Ltd.	Managing Director	1994–1995	Corporate finance and capital markets
Citicorp Venture Capital, Ltd.	Vice President	1983–1994	Corporate finance and capital markets
399 Venture Partners, Inc. (formerly Citicorp Investments, Inc.)	Executive Officer	1994–1995	Investment management

External Roles

Organization	Role	Tenure	Public/Private	Notes
H&E Equipment Services, Inc.	Director	1999–present	Public	Industrial equipment rental and distribution
MWI Veterinary Supply Co.	Director; Chair of Board	Former	Public (historical)	Animal health distribution
Town Sports International, Inc.	Director	Former	Public (historical)	Fitness clubs
AmerisourceBergen	Director	Former	Public (historical)	Human health distribution
Chromcraft Revington	Director	Former	Public (historical)	Residential furniture
California Pizza Kitchen	Director	Former	Public (historical)	Restaurants
Heritage-Crystal Clean, Inc.	Director	Former	Public	Environmental services
CORT Business Services	Director	Former	Public (historical)	Furniture rental
EoS Fitness	Director	Current	Private	Fitness operator

Board Governance

Independence: The board affirmed Mr. Bruckmann’s independence under Company guidelines consistent with SEC and NYSE standards .
Committee assignments:
- Audit Committee (7 meetings in 2024; all members independent) .
- Nominating & Corporate Governance Committee (2 meetings in 2024; all members independent) .
Attendance: Board held five meetings in 2024; all directors attended over 75% of eligible board and committee meetings .
Board leadership: Combined Chair/CEO with a Lead Independent Director (John M. Engquist; reappointed Feb 2025) presiding over executive sessions and agenda-setting .

Fixed Compensation

Component	Amount (USD)	Notes
Cash retainer (2024)	$100,000	Annual non-employee director retainer paid in cash
Committee chair fees	$0	Chairs receive additional fees; Mr. Bruckmann is not a chair
Total fees earned (cash)	$100,000	As reported in 2024 director compensation table

Director plan structure (for context):

Annual cash retainer: $100,000 .
Annual equity retainer: $165,000 .
Additional retainers: Lead Independent Director $35,000 (beginning 2025); Audit Chair $25,000; Compensation Chair $20,000; Governance Chair $15,000 .

Performance Compensation

Grant Type	Grant Date	Units/Shares	Grant-Date Fair Value	Vesting Schedule	Year-End RSUs Outstanding
RSUs (annual grant)	Jan 2, 2024	1,750	$105.28 per unit ($184,240 total)	Vests in equal installments over 3 years	3,026 RSUs as of Dec 31, 2024

Note: Non-employee director RSUs are time-based (no performance criteria) and granted under the Non-Employee Director Compensation Plan (sub-plan of the 2017 Plan) .

Other Directorships & Interlocks

Interlock	Nature	Governance Relevance
H&E Equipment Services, Inc.	Mr. Bruckmann is a director; MHK’s Lead Independent Director, John M. Engquist, is Executive Chairman and director at H&E	External board interlock may facilitate information flow and network ties; not a disclosed related-party transaction at MHK

No compensation committee interlocks or insider participation issues were disclosed for MHK’s Compensation Committee in 2024 .

Expertise & Qualifications

Skill Area	Evidence
Mergers & Acquisitions	Listed in director experience matrix
Finance	Listed in director experience matrix
Enterprise Risk Management	Listed in director experience matrix
Knowledge of Flooring Industry	Listed in director experience matrix
Distribution/Transportation	Listed in director experience matrix

Equity Ownership

Category	Details
Beneficial ownership	304,681 shares; less than 1% of outstanding
RSUs held	3,026 outstanding RSUs as of Dec 31, 2024
Pledged shares	No pledge disclosed for Mr. Bruckmann; pledge noted for another director (Thiers) only
Director ownership guideline	Directors must own stock/rights equal to 5× the cash value of annual retainer within 5 years of election
Compliance status	All directors met ownership requirements as of April 1, 2025
Hedging policy	Directors and officers prohibited from hedging (short sales, options) in Company stock

Governance Assessment

Strengths: Long board tenure with deep finance/M&A experience and active service on Audit and Governance committees; independence affirmed; RSU-based director pay aligns with shareholder interests via equity exposure .
Engagement: Board five meetings in 2024; Audit (7) and Governance (2) meetings indicate active oversight; all directors attended >75% of eligible meetings .
Alignment: Meaningful equity grants (time-vested RSUs), ownership guidelines at 5× retainer, and confirmed compliance for all directors support alignment; hedging is prohibited for directors and officers .
Interlocks: External interlock via H&E Equipment Services with MHK’s Lead Independent Director; not a related-party transaction but notable for network assessment .
RED FLAGS: None disclosed for Bruckmann in related-party transactions, pledging/hedging violations, or attendance shortfalls; Compensation Committee interlocks not present .