Jeffrey Lorberbaum

About Jeffrey Lorberbaum

Jeffrey S. Lorberbaum is Chairman and Chief Executive Officer of Mohawk Industries, serving as CEO since January 2001, Chairman since May 2004, and a director since March 1994; he is 70 years old and a significant stockholder . Company performance in 2024: net sales ~$10.84B, adjusted EBITDA ~$1.43B, free cash flow ~$679.5M, adjusted EPS $9.70; three-year TSR through 2023 was at the 10th percentile vs S&P 500 (no TSR-based LTIP payout) . Say-on-pay support remained high (2024 approval >89%; 12-year average ~95.3%) .

Past Roles

Organization	Role	Years	Strategic Impact
Mohawk Industries	CEO	2001–present	Led global flooring scale-up through organic initiatives and acquisitions; high insider ownership aligns incentives .
Mohawk Industries	President & COO	1995–2001	Oversaw operations integration during growth phase .
Aladdin Mills (acquired by Mohawk 1994)	President & CEO; earlier VP–Operations	1994; 1986–Feb 1994; joined 1976	Drove operations pre- and post-merger; Aladdin merger established enduring governance tie (board designee) .

External Roles

Organization	Role	Years	Notes
—	—	—	No other public company directorships disclosed in the proxy biography .

Board Governance

Board service history and roles: Director since 1994; Chairman since 2004; Class I director with term expiring 2026; Aladdin merger agreement entitles former Aladdin holders to designate one director—Lorberbaum is that designee .
Leadership structure: Combined Chairman/CEO judged “most appropriate”; Lead Independent Director role established in 2023 (John M. Engquist; reappointed Feb 2025) to enhance oversight (agenda setting, materials, executive sessions) .
Independence/committees: He is an executive (not independent) and not listed as a member of Audit, Compensation, or Nominating/Corporate Governance Committees; all committee members are independent .
Board activity: Five board meetings in 2024; all directors attended >75% of eligible meetings; executive sessions of non-management directors held each meeting as needed .

Fixed Compensation

Multi-year CEO compensation (Summary Compensation Table):

Metric	2022	2023	2024
Salary ($)	1,347,690	1,388,121	1,429,764
Stock Awards ($)	2,055,992	1,069,537	1,699,963
Non-Equity Incentive Plan ($)	836,915	1,951,478	1,629,419
All Other Compensation ($)	19,357	19,281	19,037
Total ($)	4,259,954	4,428,417	4,778,183

Notes:

2024 base salary increased 3.0% vs 2023 per Compensation Committee review .
“All Other Compensation” reflects items like 401(k) match and insurance benefits .

Performance Compensation

Annual Incentive (SEAIP) — CEO (2024 design and outcome)

Metric	Weighting	Threshold	Target	Maximum	2024 Actual	Payout ($)	Form/Vesting
Company EPS	100%	$7.14 EPS	$9.23 EPS	$10.61 EPS	$9.70 EPS*	1,629,419	SEAIP bonus; plan allows cash or RSUs

Target opportunity: 85% of base salary (threshold 51%, max 170%) .
SEAIP funding required positive adjusted operating income; 2024 bonus pool ~$9.8M; payouts set below maximum pool limits .
*Adjusted for specified non-operating items per plan .

Long-Term Incentive (2017 Plan; grants 2/23/2024 unless noted)

Structure: Fixed RSU component plus Variable RSU component (TSR vs S&P 500; Business Unit performance; individual/qualitative) with three-year ratable vesting .
TSR component: Three-year TSR (ending 2023) at 10th percentile → 0% payout for TSR-based variable RSUs (CEO potential 0–140% of salary; target 70%) .
Business Unit component: Based on 2023 Company EPS and unit metrics; CEO awarded 4,044 RSUs for Business Unit performance .
Fixed component RSUs (2024): 5,373 .
Variable component total RSUs (2024): 9,417 (includes Business Unit and individual/qualitative) .
Total 2024 stock awards granted to CEO: 14,790 RSUs; grant-date fair value $1,699,963 .

Key plan metrics used

Annual incentive metrics highlighted: Company EPS; segment EPS or operating income for segment leaders (not applicable to CEO) .
LTIP variable metrics: Three-year TSR vs S&P 500; Company EPS and business unit financials (for applicable executives); qualitative/individual objectives .

Equity Ownership & Alignment

Beneficial ownership: 10,054,033 shares (16.1% of outstanding) including 8,182,285 shares via Aladdin Partners, L.P.; various family entities disclosed; CEO is a significant stockholder .
Unvested RSUs at 12/31/2024: 33,485 units (4,989 from 2022 grant; 6,932 from 2023 grant; 21,564 from 2024 grants incl. RSU bonus portion); aggregate market value $3,989,068 at $119.13/share .
2024 stock vested: 12,065 shares; no option exercises reported (no options outstanding) .
Stock ownership guideline: CEO 6x base salary; required holding of 50% of after-tax shares until met; as of April 1, 2025, all directors and executive officers have met their guidelines .
Hedging/pledging: Directors and officers prohibited from hedging (short sales, puts/calls); no pledging disclosed for Lorberbaum; a separate pledge disclosure pertains to another director (Thiers) .

Employment Terms

Status and severance: At-will employment; participates in the general employee severance plan (no executive-specific severance multiple disclosed for CEO) .
Change in control (2017 Plan): Unvested RSUs vest upon a change in control if awards are not assumed/equitably converted; if assumed/equitably converted, vesting accelerates on qualifying termination within one year (double-trigger) .
Retirement, death, disability: Unvested RSUs vest upon death/disability; upon retirement (age ≥60 and 10 years’ service), RSUs continue normal vesting but are forfeitable if the executive competes with the Company .
Estimated 12/31/2024 CEO benefits: Equity acceleration value $3,989,068 (market value of unvested RSUs); life insurance equal to current annual salary ($1,429,764); AD&D insurance equal to annual salary .
Clawback policy: Effective Oct 2, 2023; recoup incentive-based compensation upon accounting restatement; applies to current/former executive officers .
Insider trading policy: Comprehensive policy with anti-hedging provisions; filed as Exhibit 19.1 to the 2024 10-K .

Compensation Benchmarking and Shareholder Feedback

Peer group and target: Builder/home/product peers (e.g., Owens Corning, Masco, Sherwin-Williams); Compensation Committee targets ~50th percentile of peers for total direct compensation .
Relative pay positioning (Aon 2022 survey, assessed in 2024): CEO total direct compensation below 25th percentile; base salary above 75th percentile; long-term incentive below 25th percentile .
Say-on-pay: >89% approval in 2024; average 95.3% over last 12 years; no material program changes due to strong support .

Detailed 2024 Incentive Goal Performance (for transparency)

Item	Threshold	Target	Maximum	Actual/Outcome
Company EPS (SEAIP)	$7.14	$9.23	$10.61	$9.70 (adjusted)*
Ceramic Europe Operating Income (for EU leader)	$42M	$61M	$70M	$68M (USD-converted)
Flooring North America EPS (for NA leader)	$0.50	$1.49	$1.95	$1.99
2023 Company EPS (LTIP Business Unit Component)	$6.10	$9.29	$12.11	$9.19 (adjusted)
Three-year TSR vs S&P 500 (ending 2023)	≥25th pct pays 50% of target; 50th pays 100%; 75th pays 200% (CEO target 70% salary)	—	—	10th percentile → 0% payout

*Adjusted for specified items per plan .

Investment Implications

Alignment: Extremely high insider ownership (16.1%) with met ownership guidelines and anti-hedging policy indicate strong long-term alignment; absence of pledging by the CEO reduces collateral risk .
Pay-for-performance: Annual bonus tied 100% to Company EPS for CEO; variable LTIP’s zero payout on TSR underscores sensitivity to relative shareholder returns; business/individual components still delivered RSUs reflecting operational progress amid end-market headwinds .
Overhang/vest-selling dynamics: Material RSU grants in 2024 (14,790 units) with three-year ratable vesting may create periodic settlement-related volume, moderated by strong holding requirements and ongoing compliance with ownership guidelines .
Governance: Combined Chair/CEO structure persists; mitigants include a formal Lead Independent Director and full-independent committees; historical say‑on‑pay support suggests limited immediate governance pressure, but the dual role remains a focus area for some investors .
Change-in-control risk: Equity acceleration follows single- or double-trigger mechanics depending on award assumption, which balances retention with transaction discipline .

Data sources: 2025 Definitive Proxy Statement (DEF 14A) for Mohawk Industries, filed April 4, 2025. All figures and statements are cited inline.