Malisa Maynard

About Malisa Maynard

Chief Sustainability Officer at Mohawk Industries since May 2023; previously Vice President of Sustainability for Flooring North America (Apr 2021–May 2023) and Head of Corporate Environmental and Sustainability Strategy at Clearwater Paper (2012–2021). Age 49; executive officer status confirmed in the 2025 proxy. Education not disclosed in available filings. Company performance context during her tenure: 2024 net sales ~$10.8B, adjusted EBITDA ~$1.4B, free cash flow ~$680M; adjusted EPS $9.70 (+5.5% YoY) and three-year TSR at the 10th percentile (impacted long-term incentive awards). Sustainability outcomes highlighted under her leadership include emission intensity reduction and increased renewable energy and water efficiency.

Past Roles

Organization	Role	Years	Strategic Impact
Mohawk Industries	Vice President of Sustainability, Flooring North America	Apr 2021–May 2023	Led segment sustainability, foundation for enterprise CSO role
Clearwater Paper	Head of Corporate Environmental and Sustainability Strategy	2012–2021	Directed corporate environmental strategy, scaling manufacturing sustainability programs

External Roles

No public company directorships or external board roles disclosed.

Fixed Compensation

Specific base salary, target bonus %, and actual bonus for Ms. Maynard are not disclosed (she is not a named executive officer in 2024). Program structure for senior executives: base salary set annually; at-risk components include annual incentive awards (SEAIP/MAIP) and long-term RSUs under the 2017 Plan.

Performance Compensation

Program mechanics (company-level; Ms. Maynard’s individual targets/payouts not disclosed):

Component	Metric	Weighting	Threshold	Target	Maximum	Actual/Payout Basis	Vesting
Annual Incentive (SEAIP)	Company Adjusted EPS	CEO/CFO/COO primary metric	$7.14	$9.23	$10.61	2024 performance $9.70; payouts determined via linear interpolation	Cash or RSUs; annual
Annual Incentive (SEAIP)	Flooring North America EPS	President, Flooring NA: 75% Business unit, 25% Company EPS	$0.50	$1.49	$1.95	2024 performance $1.99; payouts via interpolation	Cash or RSUs; annual
Annual Incentive (MAIP/EEIP)	Ceramic Europe Operating Income (in millions)	For Global Ceramic (in EEIP): 75% Business unit, 25% Company EPS	$42	$61	$70	2024 performance $68; payouts via interpolation	Cash or RSUs; annual
LTIP Variable	3-year TSR vs S&P 500	Up to 140% of base salary (role-based)	25th pct → 50% of target	50th pct → 100%	75th pct → 200%	3-year TSR at 10th percentile → no RSUs granted for TSR component in 2024	RSUs vest ratably over 3 years
LTIP Variable	Business Unit EPS/Operating Income (2023 goals for 2024 grants)	Role-based caps: 0–60% CEO/COO; 0–40% CFO/Segment President	Company EPS $6.10; FN America EPS $0.59; Ceramic Europe OI $0	Company EPS $9.29; FN America EPS $1.72; Ceramic Europe OI $19	Company EPS $12.11; FN America EPS $3.01; Ceramic Europe OI $46	Achieved: Company EPS $9.19; FN America EPS $1.30; Ceramic Europe OI $46	RSUs vest ratably over 3 years

Annual award opportunity ranges (illustrative, executives): Threshold/Target/Max as % of base salary: CEO/COO 51%/85%/170%; CFO/Segment Leaders 42%/70%/140%. Ms. Maynard’s participation level is not disclosed.

Equity Ownership & Alignment

Policy/Status	Detail	Implication
Stock Ownership Guidelines	CEO 6x salary; COO 3x; CFO & segment leaders 2x; other Senior Executive LTIP participants 1x; expected within 5 years of initial LTIP participation; must retain at least 50% of net shares until compliant. As of Apr 1, 2025, all directors and executive officers met requirements.	Encourages durable alignment; retention obligation dampens near-term selling pressure.
Hedging Policy	Directors/officers prohibited from short sales, short against the box, and buying/selling puts/calls on company stock.	Reduces misalignment and speculative risk.
Clawback Policy	Effective Oct 2, 2023; requires recoupment of incentive-based compensation upon accounting restatement.	Governance safeguard against misstated results.
Change-of-Control Vesting (2017 Plan)	If awards are not assumed/converted, unvested stock options/RSUs vest upon change in control; if assumed/converted, unvested awards vest only upon termination without cause or resignation with good reason within one year (double trigger). Death/disability also accelerate.	Limits single-trigger windfalls when awards are assumed; moderates M&A-related selling pressure.
Pledging	No pledging by Ms. Maynard disclosed; isolated pledge noted for another holder in stock ownership section.	No pledging red flag tied to Ms. Maynard.

Ownership amounts (shares, options, RSUs) for Ms. Maynard are not individually disclosed; principal stockholder and NEO holdings are disclosed separately.

Employment Terms

Executive officers serve at the discretion of the Board; named executive officers are generally at-will; severance is provided under the broad employee plan (weeks-based), with specific contracts for select executives (e.g., COO/Global Ceramic). No employment contract for Ms. Maynard is disclosed.
Equity awards under the 2017 Plan follow predetermined grant schedules; the Compensation Committee does not time grants around material nonpublic information.

Performance & Track Record

Area	2024 Outcomes	Source
Company financials	Net sales ~$10.8B; adjusted EBITDA ~$1.4B; free cash flow ~$680M; adjusted EPS $9.70 (+5.5% YoY); market headwinds addressed via restructuring and product innovation.
3-year TSR	TSR at 10th percentile vs S&P 500 peer set for the period ending 2023; resulted in no TSR-component RSUs in 2024 LTIP.
Sustainability	2024: 30% emission intensity reduction vs 2010 baseline; 117% increase in renewable energy consumption; 45% improvement in global water withdrawal intensity; extensive recycling/upcycling initiatives; Ms. Maynard provided report leadership statements.

Compensation Peer Group (Benchmarking)

Peer group used to guide total direct compensation at ~50th percentile includes Builders FirstSource, Carrier, Eastman Chemical, Fortune Brands, JELD-WEN, Leggett & Platt, Masco, Newell, Owens Corning, PPG, RPM, Sherwin-Williams, Stanley Black & Decker, Trane, Whirlpool. Aon provides survey data; no conflict identified.

Risk Indicators & Red Flags

Hedging by officers is prohibited (positive).
Double-trigger change-of-control vesting when awards are assumed (moderates windfalls).
Clawback policy in place since 2023 (positive).
No Form 4 insider transactions for Ms. Maynard found in available filings; individual holdings not disclosed (neutral data gap). [Search: none]

Investment Implications

Alignment: Mandatory ownership guidelines (retain 50% of awards until compliant) and hedging prohibitions support multi-year alignment; absence of disclosed pledging for Ms. Maynard reduces collateralization risk.
Selling pressure: With ownership requirements met at the executive level and no disclosed Form 4 activity for Ms. Maynard, near-term insider selling pressure appears limited; double-trigger CoC treatment further reduces forced acceleration risk in assumed deals.
Pay-for-performance: Company incentive frameworks tie payouts to adjusted EPS, business unit metrics, and TSR; the weak 3-year TSR curtailed TSR-based LTIP awards, signaling discipline. Ms. Maynard’s specific incentive targets/payouts are not disclosed, but her role’s impact is evident in sustainability KPIs and corporate disclosures.
Retention risk: No severance or special retention grants disclosed for Ms. Maynard; governance policies and broad severance program may provide baseline retention, but lack of visibility into her award mix is a monitoring gap.

Note: Ms. Maynard is an executive officer but not a named executive officer in 2024; therefore, granular compensation figures (salary, bonus, RSU counts) and individual ownership amounts are not disclosed in the proxy and 8-Ks reviewed. The analysis reflects company-wide policies and incentive frameworks applicable to senior executives and documented sustainability outcomes during her tenure.