Mauro Vandini

About Mauro Vandini

Mauro Vandini is President — Global Ceramic at Mohawk Industries (MHK), promoted on September 15, 2024; he previously led Ceramic Europe (2013–2024) and earlier served as CEO of Marazzi Group, joining Marazzi in 1983 and progressing through technical director and VP International Operations roles. He is 67 years old . Company performance metrics tied to his incentives include adjusted EPS and Ceramic Europe operating income; in 2024 adjusted EPS reached $9.70 and Ceramic Europe operating income was $68 million versus targets of $9.23 and $61 million, respectively . At the company level, 2024 sales were ~$10.8B, adjusted EBITDA ~$1.4B, free cash flow ~$680M, with net debt/adjusted EBITDA of 1.1x, framing the macro context for incentives and long-term awards .

Past Roles

Organization	Role	Years	Strategic Impact
Mohawk Industries	President — Global Ceramic	Sep 2024–present	Leads global ceramic strategy across brands including Marazzi and Daltile .
Mohawk Industries	President — Ceramic Europe	2013–2024	Oversaw European ceramic operations within Global Ceramic segment .
Marazzi Group (acquired by Mohawk in 2013)	Chief Executive Officer	Pre-2013	Leadership continuity through acquisition; prior roles included Technical Director and VP International Operations .

External Roles

No public company directorships or external board roles disclosed for Vandini.

Fixed Compensation

Component	Amount	Notes
Annual base amount (contract)	$817,950	€779,000; paid under 2017 employment agreement for Ceramic Europe role; converted at 1.05 for 2024 .
End‑of‑service accrual (2024)	$60,598	€57,704; converted at 1.05 for 2024 .
Life insurance benefit	$1.470 million	Equals one times then‑current annual salary (euro to USD at 1.05) .
AD&D long‑term disability benefit	$3.675 million	Euro to USD at 1.05 .

In September 2024, compensation package was set upon promotion to President — Global Ceramic; the proxy does not list a specific 2024 base salary figure for the new role .

Performance Compensation

Annual Incentive (MAIP) — 2024

Metric	Weighting	Threshold	Target	Maximum	2024 Actual	Payout
Company EPS	25%	$7.14	$9.23	$10.61	$9.70*	Included in total below
Ceramic Europe Operating Income	75%	$42M	$61M	$70M	$68M*	Included in total below
Total non‑equity incentive award	—	—	—	—	—	$883,440 (USD)

Incentive Opportunity Range (% of Base Salary)	Jan–Aug 2024 (President — Ceramic Europe)	Sep–Dec 2024 (President — Global Ceramic)
Threshold	45%	42%
Target	75%	70%
Maximum	113%	140%
Source

*Adjustments made to exclude miscellaneous non‑operating expenses (company‑defined) .

Equity Incentives (EEIP and Promotion RSUs)

Grant Type	Grant Date	Units	Vesting	Basis
EEIP — Fixed LTIP component	Feb 23, 2024	1,939 RSUs	Ratable over 3 years from grant	Fixed % of 2023 base salary; EEIP included fixed component .
EEIP — Business Unit component (2023 performance)	Feb 23, 2024	8,244 RSUs	Ratable over 3 years from grant	Award based on 2023 Business Unit goals (Company EPS and Ceramic Europe OpInc) .
Promotion RSUs (time‑vesting)	Sep 3, 2024	5,048 RSUs	Two approx equal installments on 2nd and 3rd anniversary of grant	Equity award upon promotion to President — Global Ceramic .

Vandini did not participate in the Senior Executive LTIP TSR component in 2024; EEIP did not include TSR .

2023 Business Unit Goals (for 2024 RSU determination)

Metric	Threshold	Target	Maximum	2023 Actual
Company EPS	$6.10	$9.29	$12.11	$9.19*
Ceramic Europe Operating Income	$0M	$19M	$46M	$46M*

*Euro to USD conversion at 1.09 for 2023; excludes miscellaneous non‑operating expenses per company definition .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	12,307 shares of Common Stock as of March 28, 2025 .
Unvested RSUs outstanding (12/31/2024)	2,215 (2022 grant, 3‑year ratable vest) ; 6,766 (2023 grant, 3‑year ratable vest) ; 10,183 (2024 long‑term award for 2023 performance, 3‑year ratable vest) ; 5,048 (Sep 3, 2024 promotion RSUs, vest in two installments) .
Market value of unvested RSUs (12/31/2024)	$263,873 (2022) ; $806,034 (2023) ; $1,213,101 (2024 LTIP/EEIP) ; $601,368 (Promotion RSUs) ; pricing based on $119.13 per share (12/31/2024) .
Stock ownership guidelines	Business segment leaders required to hold equity equal to 2x base salary; executives must retain at least 50% of LTIP awards after tax until guideline met; compliance expected within 5 years of LTIP participation; as of April 1, 2025, all directors and executive officers met requirements .
Hedging/pledging policies	Hedging prohibited for directors and officers; company policy restricts short sales and options transactions . No pledging disclosed for Vandini; one director (Bruckmann) reported 107,568 shares pledged as security (footnote example) .

Employment Terms

Term	Detail
Employment agreement start	Feb 1, 2017; services to Ceramic Europe business unit .
Severance	If terminated without just cause, resigns for just cause, or death/disability, payment equal to two years of total compensation .
Eligibility	Annual bonus eligibility; participation in long‑term incentive plan (EEIP during 2024) .
Change‑in‑control (2017 Plan)	Unvested options/RSUs vest upon change in control unless assumed; if assumed, unvest upon termination without cause or good reason within one year; vest upon death or disability; valuation context: closing price $119.13 on 12/31/2024 used for disclosure .
Clawback	NYSE/SEC‑aligned clawback policy adopted Oct 2, 2023 for incentive‑based compensation on restatement .
Severance plan	NEOs participate in general severance plan; Vandini is the only NEO with a long‑term contract specifying severance multiple as above .

Investment Implications

Pay‑for‑performance linkage is strong: 2024 MAIP tied 75% to Ceramic Europe operating income and 25% to Company EPS; both exceeded targets, supporting the $883k cash incentive payout . Fixed and variable RSU awards under EEIP reflect business unit and fixed components, with multi‑year vesting that aligns retention and long‑term value creation .
Retention risk and selling pressure: Multiple RSU tranches vest ratably (2022–2024 grants) and promotion RSUs vest in two installments on Sep 3, 2026 and Sep 3, 2027, creating predictable windows for potential Form 4 activity and post‑vesting liquidity needs; hedging is prohibited and no pledging is disclosed for Vandini, mitigating misalignment risk .
Contract economics: A robust severance (two years of total compensation) and standard change‑of‑control vesting under the 2017 Plan reduce transition risk but increase potential parachute costs in downside scenarios .
Ownership alignment: 12,307 shares directly held plus significant unvested RSUs; company states all executive officers met ownership requirements as of April 1, 2025, with segment leader guideline at 2x salary and mandatory retention of 50% of LTIP awards until compliance, supporting alignment with shareholders .

Overall, Vandini’s incentives emphasize unit profitability and company EPS with meaningful equity that vests over time; monitor RSU vest dates and any changes to EEIP metrics or severance terms for signals on confidence and retention, and watch for change‑of‑control provisions that could accelerate vesting in strategic scenarios .