Jerry Burris

About Jerry W. Burris

Independent director of Mohawk Industries since February 2022; age 61. Currently President & CEO of Midwest Can Company, with deep operating experience in global manufacturing, supply chain, and product development. Board committees: Compensation and Nominating & Corporate Governance. Independence affirmed by the Board under SEC/NYSE standards; all directors attended ≥75% of Board and committee meetings in 2024 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Midwest Can Company	President & Chief Executive Officer	May 2018–present	Leads manufacturing operations and product development
Associated Materials Group, Inc.	President & Chief Executive Officer	2011–2014	Led professionally installed exterior building products operations
Barnes Group Inc. (Barnes Industrial)	President	2006–2011	Managed global precision components business
General Electric – Advanced Materials (Quartz & Ceramics)	President & CEO	2006	Ran advanced materials operations
GE Healthcare	General Manager, Global Services	2003–2006	Oversaw global service operations
GE Industrial Systems/Honeywell Integration	Head of Global Supply Chain Sourcing	2000	Led sourcing/integration initiatives

External Roles

Organization	Role	Tenure	Committees/Impact
nVent Electric plc	Director	2018–present	Not disclosed
Fifth Third Bancorp	Director	2016–2020	Not disclosed
Pentair plc	Director	2008–2018	Not disclosed
Midwest Can Company	Director	2017–present	Not disclosed

Board Governance

Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
Committee activity: Compensation Committee met 2 times in 2024; Governance Committee met 2 times in 2024 .
Audit Committee: not a member .
Board meetings: 5 in 2024; all directors attended ≥75% of eligible meetings; all directors present at 2024 annual meeting .
Independence status: Board affirmatively determined Burris is independent under Company guidelines consistent with SEC/NYSE standards .
Lead Independent Director: John M. Engquist reappointed February 2025; executive sessions of non-management directors held as needed at each Board meeting and presided over by the Lead Independent Director .

Fixed Compensation

Component	2024 Amount/Structure
Annual cash retainer	$100,000 (Burris actual cash)
Annual equity retainer	$165,000 policy; Burris received stock awards valued at $184,240 (grant-date fair value)
RSU grant details	1,750 RSUs granted January 2, 2024; grant-date price $105.28; vest in equal installments on each of the first three anniversaries
Committee chair fees	Not applicable (Burris is not a chair); chair fees: Audit $25,000; Compensation $20,000; Governance $15,000
Lead Independent Director fee	Not applicable; $35,000 retainer effective 2025
Total 2024 director compensation (Burris)	$284,240 (cash $100,000; stock awards $184,240)

Performance Compensation

Metric	Structure
Director equity design	RSUs are time-vesting over three years; no performance conditions (no TSR/financial metrics)

Other Directorships & Interlocks

Compensation Committee interlocks: Committee members (Runge, Bogart, Burris, Onorato) had no relationships requiring disclosure under Item 404; no insider participation conflicts disclosed .
Related-party transactions: No Burris-related transactions disclosed; only related-person item noted for another executive’s family member employment .

Expertise & Qualifications

Global business; Mergers & Acquisitions; Sustainability; Enterprise Risk Management; Cybersecurity; Manufacturing/Operations; Distribution/Transportation .

Equity Ownership

Item	Detail
Beneficial ownership	1,690 shares of Common Stock (as of March 28, 2025); <1% of class
RSUs outstanding	2,855 RSUs held as of December 31, 2024
Shares pledged	None disclosed for Burris in Stock Ownership table (pledging footnote pertains to another director)
Director ownership guideline	Directors with 5+ years tenure must own shares equal to 3x annual retainer; all directors met ownership requirements as of April 1, 2025
Anti-hedging	Directors/officers prohibited from hedging, short sales, and certain derivative transactions under Insider Trading Policy

Governance Assessment

Strengths: Independent status; active roles on Compensation and Governance committees; satisfactory attendance; anti-hedging policy; director ownership aligned via annual equity grants and compliance with ownership guidelines; no Burris-related party transactions or pledging disclosed. High shareholder support for say‑on‑pay in 2024 (89%) and strong 12‑year average (95.3%) indicate investor confidence in compensation governance .
Watch items: Multiple external board roles require time management, though no conflicts with Mohawk disclosed; overall board leadership remains combined Chair/CEO, mitigated by Lead Independent Director and executive sessions .
RED FLAGS: None disclosed specific to Burris (no pledging, no related-party transactions, independence affirmed) .