James Brunk

About James F. Brunk

James F. Brunk, age 59, is Mohawk Industries’ Chief Financial Officer (since April 2021) and served as Interim Chief Accounting Officer and Corporate Controller beginning March 14, 2025; he previously was Corporate Controller and Chief Accounting Officer (2009–2021) and CFO of Mohawk’s Home division (2006–2009) . Company performance context: 2024 net sales were $10.84B, adjusted EBITDA $1.43B, free cash flow $679.5M, and net debt/adjusted EBITDA 1.1x, with adjusted EPS of 9.70 and three-year TSR performance at the 10th percentile vs the S&P 500 (resulting in zero TSR LTIP payout) . Brunk’s compensation is highly tied to EPS and operating performance, which were positive in 2024; he also temporarily assumed interim CAO responsibilities in March 2025 while a permanent CAO was appointed on March 31, 2025 .

Past Roles

Organization	Role	Years	Strategic Impact
Mohawk Industries	Chief Financial Officer	Apr 2021–present	Principal Finance Officer leading capital allocation, performance management, and investor communications .
Mohawk Industries	Interim Chief Accounting Officer & Corporate Controller	Mar 14, 2025–Mar 31, 2025	Maintained continuity of accounting leadership pending appointment of permanent CAO .
Mohawk Industries	Corporate Controller & Chief Accounting Officer	May 2009–Apr 2021	Led SEC reporting, controls, and accounting policy across global operations .
Mohawk Industries (Home division)	Chief Financial Officer	Oct 2006–May 2009	Division-level FP&A and financial leadership .
Exide Technologies	VP Finance – Transportation Americas	2005–2006	Regional finance leadership .

External Roles

No external public company directorships or other outside roles disclosed for Brunk in the proxy .

Fixed Compensation

Metric	2022	2023	2024
Salary ($)	$621,000	$683,100	$741,164
Stock Awards ($)	$646,094	$458,300	$760,328
Non-Equity Incentive Plan ($)	$321,368	$713,215	$695,603
All Other Compensation ($)	$16,005	$17,128	$17,854
Total ($)	$1,604,467	$1,871,742	$2,214,949

2024 base salary increase: +8.5% vs 2023, merit-based .
Annual Incentive Plan (SEAIP) 2024 award opportunities for CFO (as % of base salary): Threshold 42%, Target 70%, Maximum 140% .

Performance Compensation

Annual Incentive (SEAIP) — 2024

Metric	Weighting	Target	Actual	Payout	Vesting
Company EPS ($)	100% (CFO)	9.23	9.70	$695,603 (cash)	N/A (cash)

SEAIP prerequisites: Positive consolidated adjusted operating income; bonus pool ~$9.8M; CFO Maximum Pool Award Limit ~$1.2M (Committee used negative discretion) .

Long-Term Incentive (Senior Executive LTIP) — 2024 Grants (for 2023 performance)

Component	Design	2024 Award to Brunk	Vesting
Fixed RSUs	% of 2023 base salary	2,644 RSUs	Ratably over 3 years after grant
Variable – TSR Component	TSR vs S&P 500; 25th–75th percentile maps to 50%–200% of target	0 (TSR at 10th percentile)	N/A
Variable – Business Unit Component	Company EPS targets; linear payout	1,327 RSUs	Ratably over 3 years after grant
Variable – Total Granted	Includes qualitative assessment	3,971 RSUs	Ratably over 3 years after grant

2023 Business Unit Financial Goals for Company EPS: Threshold 6.10, Target 9.29, Maximum 12.11; 2023 outcome 9.19 (adjusted), supporting 2024 RSU grants under the Business Unit component .

Equity Ownership & Alignment

Beneficial Ownership and Awards (as of Dec 31, 2024 / Mar 28, 2025)

Item	Detail
Common shares beneficially owned	3,776 shares (includes 185 in 401(k)) .
Shares outstanding	62,515,595 as of Mar 27, 2025 (record date) .
Ownership %	~0.006% (3,776 ÷ 62,515,595) .
Unvested RSUs (grant/date)	1,568 (3/4/2022; 3-year ratable) ; 2,970 (2/28/2023; 3-year ratable) ; 8,550 (2/23/2024; includes 2023 annual incentive RSUs; 3-year ratable) ; 2,729 (4/1/2021 promotion award; vests on 5th anniversary) .
Market value of unvested RSUs (12/31/2024)	$186,796; $353,816; $1,018,562; $325,106 respectively (at $119.13 close) .
2024 Stock vested	3,529 RSUs vested; value realized $419,395 .
Pledging status	No pledging disclosed for Brunk in Stock Ownership Information; pledging noted only for a different holder (Thiers) .
Ownership guidelines	CFO multiple: 2x base salary; executives must retain at least 50% of net shares until reaching guideline; compliance: all executives met as of Apr 1, 2025 .

Policies:

Clawback policy adopted Oct 2, 2023 (recoup incentive compensation upon accounting restatement) .
Insider trading policy prohibits hedging (short sales, options) for directors/officers .

Employment Terms

Provision	Detail
Employment agreement	At-will; no individual long-term contract disclosed .
Severance plan	Participation in general employee severance plan (weeks based on service and reason) .
Change-in-control vesting	Unvested RSUs vest upon change in control if awards are not assumed; if assumed, vesting requires termination without cause or resignation for good reason within one year (double trigger) .
Potential payments (as of 12/31/2024)	Equity acceleration under death, disability, retirement, or change in control: $1,884,279 .
Insurance benefits	Life insurance equal to one times annual salary ($741,164); AD&D equal to one times annual salary ($741,164) for death/disability scenarios .

Performance & Track Record

Company Operating Metrics

Metric	2023	2024
Net Sales ($MM)	$11,135.1	$10,836.9
Adjusted Operating Income ($MM)	$814.4	$820.1
Adjusted EBITDA ($MM)	$1,416.5	$1,427.1
Free Cash Flow ($MM)	$716.3	$679.5
Adjusted EPS ($)	9.19	9.70

2024 highlights: Free cash flow $679.5M; ~$454.4M capex; restructuring actions; adjusted EPS +5.5% YoY on a non-GAAP basis; incentives paid reflect performance .
Stock performance signals: TSR over the three-year period ending 2023 at the 10th percentile relative to S&P 500 (zero TSR LTIP payout) ; $100 TSR investment value 2023: $75.89; 2024: $87.35 .

Compensation Committee & Shareholder Feedback

Peer group and target: Compensation benchmarked to a peer group (e.g., Masco, Owens Corning, Sherwin-Williams, Trane, Whirlpool); committee targets 50th percentile for total direct compensation .
Relative positioning: For 2023 assessment, Brunk’s total direct compensation was below the 25th percentile of peers (base salary below 50th, total cash below 25th, LTIP below 25th) .
Say-on-Pay support: 2024 approval >89%; 12-year average 95.3% .

Investment Implications

Pay-for-performance alignment: CFO incentives are predominantly tied to EPS and operating performance; 2024 EPS beat target (9.70 vs 9.23), driving meaningful annual bonus and RSU awards . TSR underperformance eliminated the TSR component of LTIP, which reduces windfall equity risk from share price momentum and tightens alignment with fundamental metrics .
Retention and selling pressure: Significant unvested RSUs vesting ratably through 2026–2027 and a 2021 promotion grant vesting on its fifth anniversary create scheduled equity events; ownership guidelines and anti-hedging/hold requirements constrain disposition behavior, moderating near-term selling pressure risk .
Change-in-control economics: Equity acceleration is single-trigger if awards are not assumed and double-trigger if assumed; estimated CFO equity acceleration ~$1.88M under CIC/death/disability/retirement scenarios, with life and AD&D insurance at one times salary—overall moderate CIC sensitivity .
Governance support: Strong say-on-pay and clawback adoption reduce governance risk; no pledging disclosed for Brunk; compensation peer benchmarking and below-median positioning suggest low pay inflation risk for the CFO role .