Joseph Onorato

About Joseph A. Onorato

Independent director since February 2008; age 76. Designated Audit Committee Financial Expert and currently chairs the Audit Committee and serves on the Compensation Committee. Former CFO with deep manufacturing and finance expertise: Senior VP & CFO at Echlin (1981–2000, later merged into Dana) and SVP & CFO of Dana’s Automotive Aftermarket Group (1998–retired 2000); earlier CPA experience at PricewaterhouseCoopers . He is nominated as a Class III director for re‑election at the 2025 annual meeting; if elected, term expires in 2028 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Echlin, Inc.	Senior VP & CFO	1981–2000	Led finance for global motor vehicle parts manufacturer
Dana Corporation (after Echlin merger)	SVP & CFO, Automotive Aftermarket Group	Jul 1998–Sep 2000 (retirement)	Executive finance leadership in global manufacturing
PricewaterhouseCoopers	Certified Public Accountant (prior experience)	N/A	Public accounting foundation

External Roles

Organization	Role	Tenure	Committees/Impact
Affinia Group Intermediate Holdings, Inc. (public)	Director; Chair, Audit Committee	2004–2016	Audit chair leadership at auto parts manufacturer
BPI Holdings International, Inc. (public)	Director	2013–2015	Public company directorship in motor vehicle manufacturing
Quinnipiac University School of Business	Dean’s Advisory Council	1985–2023	Advisory board service

Board Governance

Attribute	Detail
Independence	Board affirmatively determined Onorato is independent under SEC/NYSE standards
Committees	Audit (Chair); Compensation (member)
Audit Committee “financial expert”	Yes, designated by the Board
Meetings/attendance	Board met 5× in 2024; all directors attended >75% of Board and committee meetings; Audit Committee met 7×; Compensation Committee met 2×
Lead Independent Director	John M. Engquist, reappointed Feb 2025 (context for board leadership)
Classified board	Three classes; Onorato is Class III; re‑election in 2025 for term ending 2028 if elected
Majority voting & resignation policy	Majority voting in uncontested elections; directors expected to tender resignation if not elected; Board decides within 90 days
Risk oversight via Audit Committee	Oversight includes financial reporting, internal controls, sustainability/climate, data protection and cybersecurity; engages and oversees external auditor

Fixed Compensation

Component	2024 Structure	2024 Amounts for Onorato
Annual cash retainer	$100,000 cash for non‑employee directors	$125,000 cash (includes $25,000 Audit Chair fee)
Equity retainer	$165,000 annual equity retainer	$184,240 reported “Stock Awards” grant‑date fair value
Committee chair fees	Audit $25,000; Compensation $20,000; Governance $15,000	Audit Chair applicable (included above)
Director equity grant	1,750 RSUs granted Jan 2, 2024 at $105.28 grant‑date FV; vests in ~equal annual tranches over 3 years	1,750 RSUs (part of $184,240)
Retainer taken in stock	For 2023 service year, Onorato elected 100% in common stock: 1,279 shares issued Jan 2, 2024 (fractional cash $136.79)	1,279 shares issued Jan 2, 2024
RSUs outstanding (12/31/2024)	N/A	3,026 RSUs outstanding
Total 2024 director compensation	N/A	$309,240 total (cash + stock awards)

Performance Compensation

Non‑employee director equity is time‑based RSUs (no disclosed performance metrics for director equity); vesting in approximately equal annual installments over three years from grant date .
No options, performance share units tied to EPS/TSR, or cash bonus metrics are disclosed for directors .

Other Directorships & Interlocks

Current public company boards for Onorato: none disclosed; prior boards listed above (Affinia, BPI) .
Compensation Committee interlocks: none—during 2024, no executive officer of MHK served on another company’s board/compensation committee with any MHK executive; no relationships requiring Item 404 disclosure for Committee members (Onorato served on the Committee) .

Expertise & Qualifications

Core credentials: former public company CFO; CPA; extensive public manufacturing and capital markets experience; designated audit committee financial expert .
Board “skills matrix” tags for Onorato include: Global Business, M&A, Finance, Sustainability, Enterprise Risk Management, Cybersecurity .

Equity Ownership

Item	Detail
Beneficial ownership (3/28/2025)	24,296 shares; less than 1% of outstanding
RSUs outstanding (12/31/2024)	3,026 RSUs
Director ownership guidelines	Directors with ≥5 years tenure must own stock/rights equal to 5× cash annual retainer
Compliance status	As of Apr 1, 2025, all directors and executive officers have met stock ownership requirements

Insider Trades (Form 4) – last 3 years

Transaction Date	Filing Date	Type	Shares	Price ($)	Post-Transaction Ownership	Source
2025-01-02	2025-01-03	Award (A)	1,273	0.00	27,287	https://www.sec.gov/Archives/edgar/data/851968/000085196825000011/0000851968-25-000011-index.htm
2025-01-02	2025-01-03	Award (A)	1,018	122.49	26,014	https://www.sec.gov/Archives/edgar/data/851968/000085196825000011/0000851968-25-000011-index.htm
2024-01-02	2024-01-03	Award (A)	1,750	0.00	24,996	https://www.sec.gov/Archives/edgar/data/851968/000085196824000008/0000851968-24-000008-index.htm
2024-01-02	2024-01-03	Award (A)	1,279	97.63	23,246	https://www.sec.gov/Archives/edgar/data/851968/000085196824000008/0000851968-24-000008-index.htm
2023-01-03	2023-01-04	Award (A)	1,658	0.00	21,967	https://www.sec.gov/Archives/edgar/data/851968/000085196823000014/0000851968-23-000014-index.htm
2023-01-03	2023-01-04	Award (A)	995	125.30	20,309	https://www.sec.gov/Archives/edgar/data/851968/000085196823000014/0000851968-23-000014-index.htm

Notes: Annual January grants typically reflect (i) an annual RSU award (price shown as $0 for “A-Award”) and (ii) stock grants for directors electing to receive cash retainers in stock (priced at market on grant date) .

Related Party Transactions and Conflicts

Policy: Related Person Transactions reviewed/approved by Audit Committee per written policy; criteria include independence impacts, third‑party terms, and consistency with Standards of Conduct and Ethics .
Disclosures: No Item 404‑requiring relationships for Compensation Committee members (including Onorato) in 2024; one related‑person disclosure in 2024 involved an employee who is spouse of an executive—not related to Onorato .
Hedging/derivatives: Directors and officers are prohibited from hedging the Company’s stock and restricted in trading options (anti‑hedging policy) .
Pledging: No pledging by Onorato disclosed; no explicit pledging policy disclosure noted in the proxy; no loans to directors disclosed .

Director Compensation Structure (context)

Element	Policy/Practice
Cash retainer	$100,000 per year for non‑employee directors
Equity retainer	$165,000 per year in RSUs (time‑based vesting over 3 years)
Chair retainers	Audit $25,000; Compensation $20,000; Governance $15,000
Ownership guideline	5× cash retainer within 5 years; all directors in compliance as of Apr 1, 2025
2024 Onorato summary	$125,000 cash; $184,240 stock awards; $309,240 total

Compensation Committee Analysis (Onorato is a member)

2024 Compensation Committee members: Runge (Chair), Bogart, Burris, Onorato .
Independent compensation consultant: Aon plc; Committee determined no conflicts of interest in November 2023 for compensation-related work; peer group methodology and market benchmarking described in CD&A .

Governance Assessment

Strengths

Financial expertise and long-tenured audit leadership: Onorato is the Board-designated Audit Committee Financial Expert and signs the Audit Committee Report (as Chair), supporting robust financial reporting oversight and auditor independence processes .
Independence and engagement: Board deems him independent; all directors exceeded 75% meeting attendance; Audit Committee met 7× in 2024, indicating active oversight cadence .
Alignment mechanisms: Director stock ownership guideline (5× cash retainer) with full compliance; anti‑hedging policy enhances alignment with long‑term shareholder value .
Compensation governance signals: Say‑on‑pay support remained strong (89% in 2024; 95.3% average over 12 years), suggesting investor confidence in pay practices overseen by the Committee where he serves .

Watch items / RED FLAGS

Board refreshment policy and age: Directors must tender resignation at expiration of the term in which age 75 occurs, but the Board may decline; Onorato (age 76) is nominated for a further term—this may raise refreshment concerns for some investors despite his expertise .
Classified board and combined Chair/CEO: MHK maintains a classified board and a combined Chair/CEO structure (mitigated by a Lead Independent Director), which some governance frameworks view less favorably for accountability and responsiveness .

Overall, Onorato’s deep finance background and audit leadership contribute positively to board effectiveness and investor confidence, with refreshment structure and board classification noted as structural governance considerations .