David Patton

About David Patton

R. David Patton is Vice President — Business Strategy, General Counsel and Secretary at Mohawk Industries (MHK). He joined Mohawk in July 2013 after serving as a partner at Alston & Bird LLP (1996–2013) in corporate transactions and securities . Age 54 . He sits on the company’s ESG Executive Council that helps define sustainability strategy alongside the CEO and CFO . Company performance context: adjusted EPS improved to $9.70 in 2024 (from $9.19 in 2023), net sales were $10.8B, adjusted operating income $820.1M, and free cash flow $679.5M .

Past Roles

Organization	Role	Years	Strategic Impact
Mohawk Industries, Inc.	Vice President — Business Strategy, General Counsel & Secretary	2013–present	Leads legal, governance, business strategy; member of ESG Executive Council guiding sustainability strategy
Alston & Bird LLP	Partner, Corporate Transactions & Securities	1996–2013	Led M&A, securities, governance matters; deep transactional experience

External Roles

Not disclosed in proxy materials .

Fixed Compensation

Specific pay elements (base salary, target bonus %, perquisites) for Patton are not disclosed, as he is not a named executive officer (NEO) . Mohawk’s program comprises base salary plus limited executive benefits (401(k) match, insurance), with salary set annually based on role, market, and merit .

Performance Compensation

Annual Incentive (SEAIP): Company requires positive adjusted consolidated operating income to fund awards; metrics emphasize EPS at the corporate and, for segment leaders, business unit level .
Long-Term Incentive (Senior Executive LTIP): RSU awards include fixed and variable components; variable awards hinge on TSR vs S&P 500 and business unit financial goals; RSUs vest ratably over three years .

Company-level SEAIP metrics (2024):

Metric	Threshold	Target	Maximum	Actual
Company EPS ($)	7.14	9.23	10.61	9.70

LTIP design features (company-wide):

Variable RSU component requires positive adjusted consolidated operating income and uses TSR vs S&P 500 (0–200% of target value); business unit EPS/operating income ranges 0–60% (or 0–40%) of base salary depending on role .
RSUs vest ratably over 3 years; equity grants follow preset schedules without timing around MNPI .

Equity Ownership & Alignment

Policy	Details
Executive Stock Ownership Guidelines	CEO 6x salary; COO 3x; CFO/segment leaders 2x; other Senior Executive LTIP participants 1x salary. Must retain at least 50% of vested shares after-tax until guideline met .
Compliance status	As of April 1, 2025, all directors and executive officers met stock ownership requirements .
Hedging/Pledging	Hedging (short sales, put/call transactions) prohibited for directors and officers under Insider Trading Policy . No pledging disclosed for Patton; pledging disclosures appear only for covered persons in ownership tables (e.g., Thiers) .

Employment Terms

Employment agreements: Not disclosed for Patton. NEO disclosures show most executives (other than those with specific contracts) are at-will and covered by the general severance plan; separate contracts exist for certain roles (e.g., Vandini’s two-year total compensation severance provisions) .
Change-in-control and accelerated vesting: Under the 2017 Plan, unvested RSUs vest upon change in control if not assumed, or upon termination without cause/good reason within one year post-CIC if awards are assumed; death/disability also accelerate vesting .
Clawback: Adopted October 2, 2023 to recover incentive-based compensation in event of an accounting restatement per NYSE/SEC rules .
Insider trading and hedging policy: Prohibits hedging for directors and officers; enforces trading windows and pre-clearance .
Deferred compensation: Senior Management Deferred Compensation Plan permits deferrals of salary/bonus for eligible executives; earnings accrue tax-deferred; balances distributed per plan elections or upon change in control .

Company Performance Context (3-year)

Metric	FY 2022	FY 2023	FY 2024
Revenues ($)	11,737,100,000*	11,135,100,000*	10,836,900,000*
EBITDA ($)	1,617,200,000*	1,444,100,000*	1,445,200,000*
Net Income - (IS) ($)	25,200,000*	-439,500,000*	517,700,000*
Cash from Operations ($)	669,200,000*	1,329,200,000*	1,133,900,000*

*Values retrieved from S&P Global.

TSR context (Pay-Versus-Performance disclosure):

Company TSR index value improved from 75.89 (2023) to 87.35 (2024); peer group TSR rose from 193.46 to 207.99 in the same period .

Compensation Structure Analysis

Strong pay-for-performance framework uses corporate and business unit EPS, TSR, and adjusted operating income; annual incentives require positive adjusted operating income to fund awards .
Equity-heavy LTIP with multi-year vesting and ownership retention promotes alignment and reduces near-term selling pressure; clawback and hedging prohibitions strengthen governance .

Say-on-Pay & Shareholder Feedback

2024 say-on-pay approval exceeded 89%; the company reports average approval of 95.3% over the last 12 years, and maintained program design with strong shareholder support .

Investment Implications

Alignment: Patton’s role on the ESG Executive Council and company-wide retention/ownership policies support long-term alignment; hedging ban and clawback reduce governance risk .
Incentives: Company incentives tied to EPS/TSR and adjusted operating income should moderate aggressive risk-taking; three-year RSU vesting and required retention mitigate insider selling pressure .
Data gaps: As a non-NEO, Patton’s specific cash/equity award values, vesting schedules, and ownership amounts are not disclosed; monitoring future proxies and any Form 4 filings can refine assessment .