John Engquist

About John M. Engquist

Lead Independent Director since February 2023; independent director since February 2020; age 71. Engquist is Executive Chairman of H&E Equipment Services, Inc., with prior roles as CEO, President and Director across H&E entities, bringing deep operating, risk oversight, and M&A experience relevant to Mohawk’s global manufacturing footprint . He was reappointed Lead Independent Director in February 2025, presiding over executive sessions and helping set Board agendas and materials .

Past Roles

Organization	Role	Tenure	Committees/Impact
H&E Equipment Services, Inc.	Executive Chairman of the Board	Jan 2019–Present	Oversight of a public integrated equipment services company
H&E Inc.	Chief Executive Officer and Director	2005–2019	Executive leadership and governance
H&E Inc.	President	2005–2012	Operations leadership
H&E LLC	President, CEO and Director	Jun 2002–Feb 2006	Led predecessor entity ahead of merger into H&E Inc.

External Roles

Organization	Role	Tenure	Committees/Impact
H&E Equipment Services, Inc.	Director; Executive Chairman	2019–Present	Board leadership at public company
LSU Foundation	Director	Current	Serves on several Board committees
Franciscan Missionaries of Our Lady Health System	Director	Current	Finance Committee member
St. Jude Children’s Research Hospital	Former Director	Former	Member, Leadership Council
Various private companies	Director	Current	Board service

Board Governance

Independence: Board affirmatively determined Engquist is independent under SEC/NYSE standards .
Lead Independent Director: Reappointed Feb 2025; presides over executive sessions, participates in agendas, coordinates materials, maintains meeting focus .
Attendance: In 2024, the Board held 5 meetings, and all directors attended over 75% of Board and Committee meetings; all attended the 2024 Annual Meeting .
Classified board: 3 classes with staggered 3-year terms; Engquist is a Class II continuing director (term expires 2027) .

Committee	Membership	2024 Meetings	Notes
Audit	Member	7	Oversees financial reporting, internal controls, cybersecurity, sustainability risk; Onorato is the Audit Chair and financial expert
Nominating & Corporate Governance	Member	2	Oversees board composition, sustainability-related programs and governance policies

Fixed Compensation

Metric	2024	Notes
Fees Earned or Paid in Cash ($)	$100,000	Annual non-employee director cash retainer
Equity Retainer ($)	$184,240	RSU grant fair value; 1,750 RSUs at $105.28 on Jan 2, 2024
Total ($)	$284,240	Sum of cash and equity for 2024
Director Plan Retainers (plan schedule)	Cash: $100,000; Equity: $165,000	Non-employee director retainer schedule
Lead Independent Director Retainer (plan schedule)	$35,000 (beginning 2025)	Added by Compensation Committee in 2024 for 2025 onward
2023 Service-Year Retainer Election	1,023 shares taken 100% in Common Stock	Shares issued Jan 2, 2024 (fractional cash $132.26)

Performance Compensation

Grant/Metric	Details
RSU Grant (Directors)	1,750 RSUs granted Jan 2, 2024; grant-date price $105.28; vests in ~equal installments on each of the first three anniversaries
RSUs Outstanding (as of Dec 31, 2024)	3,026 units
Performance Metrics Tied to Director Compensation	None disclosed; director RSUs are time-vesting (not performance-based)

Other Directorships & Interlocks

Company	Role	Interlock/Overlap
H&E Equipment Services, Inc.	Executive Chairman; Director	Bruckmann (MHK director) also serves on H&E’s board — shared directorship interlock

Compensation Committee interlocks: None disclosed for MHK’s Compensation Committee in 2024; all members independent and no Item 404 relationships .

Expertise & Qualifications

Key skills (Board matrix): Mergers & Acquisitions, Sustainability, Enterprise Risk Management, Cybersecurity, Knowledge of Flooring Industry, Distribution/Transportation .

Equity Ownership

Ownership Item	Value	Notes
Beneficial Ownership (shares)	7,109	As of March 28, 2025
Ownership as % of shares outstanding	<1% (asterisked in table)	“Less than one percent” indicated by asterisk
RSUs Outstanding	3,026	As of Dec 31, 2024
Pledged Shares	None disclosed for Engquist	Pledge noted for Thiers in footnote; not for Engquist
Hedging Policy	Directors prohibited from short sales and certain derivatives	Insider Trading Policy bans hedging for directors/officers
Director Ownership Guidelines	3x annual retainer for directors with ≥5 years tenure ; also “expected to own” 5x cash value within five years of election	Proxy states both thresholds; as of Apr 1, 2025 all directors met requirements
Compliance Status	Met (all directors as of Apr 1, 2025)	Company-wide compliance

Governance Assessment

Board effectiveness: Engquist’s Lead Independent Director role strengthens oversight under a combined Chair/CEO structure by setting agendas, coordinating materials, and presiding over executive sessions, a positive signal for investor confidence .
Independence and engagement: Affirmatively independent; sits on Audit and Governance committees that oversee financial reporting, cybersecurity, sustainability, and board refreshment — core governance levers; attendance threshold met at Board level in 2024 .
Alignment: Director pay includes meaningful equity; Engquist elected to take his 2023 retainer fully in Common Stock, and RSUs vest over three years, supporting longer-term alignment; ownership guidelines compliance achieved .
Potential conflicts: Shared directorship interlock with Bruce C. Bruckmann at H&E Equipment Services; business overlap with Mohawk appears limited, and no related-party transactions disclosed for Engquist; Compensation Committee interlocks absent .
Red flags: None specific to Engquist disclosed; company-level related party transaction involved a senior executive’s spouse compensation in Flooring Rest of World (€118,469; $124,133), but not a director; hedging prohibited; no Engquist pledging noted .
Shareholder signals: 2024 say-on-pay approval >89% and a 12-year average of 95.3%, indicating broad support for compensation governance; Audit oversight active (7 meetings) and auditor independence affirmed .

Overall, Engquist’s LID responsibilities, independent committee service, and equity alignment support board effectiveness; the H&E interlock should be monitored but no related-party exposure for Engquist is disclosed .