Christopher Wellborn

About W. Christopher Wellborn

Vice Chairman of the Board (since Feb 2025), director since March 2002, age 69. Retired as President and Chief Operating Officer in Feb 2025 after nearly two decades in senior leadership roles; previously COO (2005–2009), President—Dal-Tile (2002–2005), and earlier EVP/CFO at Dal-Tile and SVP/CFO at Lenox. Brings deep manufacturing, finance, and flooring industry expertise, with noted skills in global business, M&A, finance, sustainability, ERM, cybersecurity, operations, and distribution .

Past Roles

External Roles

No current public company directorships disclosed for Wellborn; biography lists operating roles at Mohawk, Dal-Tile, and Lenox only .

Board Governance

• Tenure: Director since March 2002; Class III nominee up for election at 2025 annual meeting .
• Role: Vice Chairman of the Board since Feb 2025 .
• Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees; those rosters comprise independent directors only .
• Independence: Not among directors affirmatively determined independent by the Board; independence affirmed for Bruckmann, Burris, Engquist, Onorato, Runge, and Bogart .
• Attendance: Board held 5 meetings in 2024; all directors attended over 75% of Board and committee meetings eligible to attend .
• Lead Independent Director: John M. Engquist reappointed Feb 2025; presides over executive sessions of independent directors .
• Classified board: Three classes; provides continuity and takeover defense .

Fixed Compensation

• Advisory role compensation: Effective Feb 1, 2025, Compensation Committee approved annualized base salary of approximately $312,000 for Wellborn’s senior advisory role; he remains eligible for annual and long-term incentives under the 2017 Plan .
• Director fees context: Employees serving as directors do not receive Non‑Employee Director Compensation Plan fees; Wellborn retired from COO role in 2025 but serves as senior advisor (employee), so standard director retainers may not apply to him .
• Non-Employee Director compensation plan (for context): Cash retainer $100,000; equity retainer $165,000; chair fees: Audit $25,000, Compensation $20,000, Governance $15,000; Lead Independent Director retainer $35,000 starting 2025 .

Performance Compensation

• 2024/2023 performance framework: LTIP variable component tied to TSR and business unit metrics; RSUs vest ratably over three years .
• 2023 Business Unit Goals (for 2024 RSU determination): Company EPS threshold/target/max 6.10/9.29/12.11; actual 9.19 .
• 2024 payout pool mechanics: SEAIP bonus pool approx. $9.8M; Wellborn’s Maximum Pool Award Limit approx. $2.5M; Committee exercised negative discretion vs. maxima .

Other Directorships & Interlocks

• No other public company boards for Wellborn disclosed in proxy biography .
• Compensation Committee Interlocks: Committee membership in 2024 consisted of independent directors; no interlocks or insider participation disclosed .

Expertise & Qualifications

• Skills: Global Business, M&A, Finance, Sustainability, Enterprise Risk Management, Cybersecurity, Flooring industry knowledge, Manufacturing/Operations, Distribution/Transportation .

Equity Ownership

• Ownership guidelines: Directors expected to own stock/rights equal to 5× cash annual retainer within five years; as of Apr 1, 2025, all directors and executive officers met ownership requirements .
• Policy on hedging transactions and clawback: Company maintains insider trading/hedging policies and a clawback policy effective Oct 2, 2023 aligned with NYSE/SEC rules; applies to executive officers and incentive-based compensation upon restatement .

Governance Assessment

• Independence: Wellborn is not classified as independent; he served as President & COO until Feb 1, 2025 and continues as a paid senior advisor while Vice Chairman. This dual status presents potential conflicts and reduced board independence around executive oversight .
• Committee roles: Not seated on Audit, Compensation, or Governance committees; reduces direct involvement in key oversight functions, but consistent with independence requirements for those committees .
• Compensation alignment: Significant equity exposure via RSUs and ownership; 2024 RSU grants and vesting indicate meaningful at-risk compensation tied to EPS/TSR and business performance .
• Change‑of‑control: 2017 Plan provides single-trigger vesting if awards not assumed, and double-trigger if assumed and terminated within one year—accelerated vesting value for Wellborn estimated at $5,243,030 as of 12/31/2024; life/AD&D insurance equal to one times salary under certain events .
• Severance/retirement conditions: RSUs continue vesting post‑retirement subject to forfeiture if competing with the Company—embedded non‑compete‑like alignment .
• Related party transactions: No related‑party disclosures involving Wellborn; policy requires Audit Committee review and approval for items >$120,000 .

RED FLAGS

• Not independent; concurrently compensated as senior advisor while serving as Vice Chairman of the Board (potential conflict, alignment risk) .
• Retention RSU grant of 15,000 units (Apr 26, 2023) suggests non‑performance retention awards; may dilute pay-for-performance alignment if not tied to clear metrics .
• Combined Chair/CEO structure persists; mitigated by Lead Independent Director, but concentration of power can concern some investors .

Overall, Wellborn’s deep operating experience and significant equity exposure support alignment, but his non‑independent status and ongoing advisory compensation while on the Board warrant heightened scrutiny of board independence and potential influence over management decisions .