Karen Smith Bogart

About Karen Smith Bogart

Karen A. Smith Bogart, Ph.D., is a Class I independent director of Mohawk Industries, serving since May 2011 (age 67). She chairs the Nominating & Corporate Governance Committee and sits on the Compensation Committee; her background includes senior executive roles at Eastman Kodak and leadership of Smith Bogart Consulting . The Board has affirmatively determined her independence under SEC and NYSE standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Eastman Kodak Company	Senior Vice President; Chairman & President of Greater Asia (responsible for Asia businesses/operations)	1980–2006	Global operations and P&L leadership; Asia expansion
Smith Bogart Consulting	President (advisement firm focused on growth/turnaround/capability)	2006–present	Advises companies; has led consumer products and printing services startups

External Roles

Organization	Role	Tenure	Committees/Impact
Michelman Inc. (private specialty chemicals)	Director	2015–present	Board oversight; sector adjacency to materials
Monolithic Power Systems, Inc. (public semiconductor)	Director	2007–2016	Public company board experience
Silver Maple Ventures (crowd-funding firm)	Director	2015–2017	Early-stage platform governance

Board Governance

Committee assignments and roles:
- Nominating & Corporate Governance Committee: Chair; members include Bogart, Bruckmann, Burris, Engquist; 2 meetings in 2024; oversight of sustainability, governance policy development; charter on IR site .
- Compensation Committee: Member (Chair is Runge); members include Runge, Bogart, Burris, Onorato; 2 meetings in 2024; oversees executive and director pay, risks, incentive plans; charter on IR site .
- Audit Committee: For context, met 7 times in 2024; composition listed in proxy (Bogart is not a member) .
Independence: The Board affirmatively determined Bogart is independent under Company guidelines consistent with SEC and NYSE standards .
Attendance: In 2024, the Board held 5 meetings; all directors attended over 75% of Board and Committee meetings they were eligible to attend, and all were present at the 2024 Annual Meeting .
Executive sessions: Independent directors meet without management during a portion of each Board meeting, led by the Lead Independent Director (Engquist; reappointed Feb 2025) .

Fixed Compensation

Component	2023	2024	Notes
Cash Retainer ($)	$115,000	$115,000	Base $100,000 plus $15,000 Governance Chair fee (plan terms)
Equity Retainer ($)	$177,174	$184,240	Annual director RSUs; equity is substantial portion of pay
Annual RSU Grant	1,658 RSUs on 1/3/2023; grant-date value $106.86/share	1,750 RSUs on 1/2/2024; grant-date value $105.28/share	RSUs vest in equal installments over 3 years
Retainer Paid in Stock	457 shares for 2022 service year (issued 1/3/2023)	1,176 shares for 2023 service year (issued 1/2/2024)	Fractional shares settled in cash
Total ($)	$292,174	$299,240	Sum of cash and stock award value

Director compensation plan details:

Standard non-employee director retainer: $100,000 cash + $165,000 equity; Chair retainers: Audit $25,000; Compensation $20,000; Governance $15,000; Lead Independent Director $35,000 from 2025 .
No per-meeting fees disclosed; equity grants vest time-based, not performance-based .

Performance Compensation

Item	Detail
Performance metrics	None for directors; RSUs are time-vesting only
Vesting schedule	Annual RSU grants vest in approximately equal installments on each of the first three anniversaries of grant

Other Directorships & Interlocks

Company	Type	Overlap/Interlock Risk
Michelman Inc.	Private specialty chemicals	No related-party transactions disclosed involving Bogart; oversight role only
Monolithic Power Systems, Inc.	Public semiconductor (former)	No current interlock; prior service ended 2016
Silver Maple Ventures	Private	No current interlock; prior service ended 2017

Compensation Committee interlocks: During 2024, Bogart and other Compensation Committee members had no relationships requiring Item 404 disclosure; no cross-compensation committee interlocks with Company executives .

Expertise & Qualifications

Skills matrix: Global Business, M&A, Sustainability, Knowledge of Flooring Industry, Manufacturing/Operations .
Education: Ph.D. designation reflected in proxy .
ESG oversight: As Governance Chair, contributes to sustainability strategy and Board evaluations; quoted in proxy on integrating sustainability into strategy .

Equity Ownership

Metric	2024 (Record Date 3/15/2024)	2025 (Record Date 3/28/2025)	Notes
Beneficially owned shares (#)	13,392	15,637	Less than 1% of class in both years (*)
RSUs outstanding (#)	2,225 (as of 12/31/2023)	3,026 (as of 12/31/2024)	Non-employee director RSUs vest over 3 years
Ownership guideline	Directors ≥5 years tenure must own ≥3x annual retainer; all directors met ownership requirements as of 4/1/2025	Compliance met	Bogart qualifies (tenure since 2011)
Pledging/Hedging	No pledging disclosed for Bogart; hedging/shorts/options prohibited for directors under Insider Trading Policy	—	Company policy prohibits director hedging

(*) The principal stockholder tables mark Bogart’s holding as “less than one percent” of class .

Fixed vs Equity Mix (2024)

Cash fees $115,000 and stock awards $184,240; equity is the majority of director compensation, aligning interests via required ownership multiples .

Say‑on‑Pay & Shareholder Feedback

2025 Annual Meeting results (May 22, 2025): Say‑on‑Pay votes For 48,423,901; Against 4,461,535; Abstain 50,481; Broker non‑votes 3,089,035 .
Prior year support: More than 89% of votes cast approved Say‑on‑Pay at the 2024 Annual Meeting; average Say‑on‑Pay approval over last 12 years was 95.3% .

Compensation Committee Analysis (context)

Composition: Runge (Chair), Bogart, Burris, Onorato .
Consultant: Aon’s Rewards Solutions provided market data; Compensation Committee determined no conflicts (fees unrelated to compensation <0.05% of Aon’s revenue) .
Benchmarking: Peer group includes Builders FirstSource, Carrier, Eastman Chemical, Fortune Brands, JELD‑WEN, Leggett & Platt, Masco, Newell Brands, Owens Corning, PPG, RPM, Sherwin‑Williams, Stanley Black & Decker, Trane Technologies, Whirlpool .

Related Party Transactions (conflicts check)

Policy: Audit Committee reviews/approves related person transactions >$120,000 under formal policy .
Disclosures: No related‑party transactions involving Bogart reported; one item disclosed related to an executive’s spouse employment (Messiaen) .

Governance Assessment

Positive signals:
- Long tenure and independent status; Chair of Governance Committee and member of Compensation Committee .
- Strong attendance; Board self‑evaluation led by Governance Chair; ESG oversight integrated into governance framework .
- Director pay tilted to equity with robust ownership requirements; Bogart elected to take retainer in stock (alignment) .
- Anti‑hedging policy for directors; no pledging disclosed for Bogart .
- High Say‑on‑Pay support historically and in 2025 .
RED FLAGS: None identified specific to Bogart (no related‑party transactions, no late Section 16 filings disclosed for directors, no pledging). For context, one director (Thiers) had pledged shares, but not Bogart .

Notes on Board Processes

Lead Independent Director (Engquist) coordinates independent executive sessions; reappointed Feb 2025 .
Board held 5 meetings in 2024; Audit met 7 times; Compensation and Governance each met 2 times in 2024 .

Insider Filings Compliance (context)

2024: Company indicates directors and executive officers timely complied with Section 16(a) reporting requirements . 2025 proxy notes a greater‑than‑10% stockholder late report; not applicable to Bogart .