Paul De Cock

About Paul De Cock

Paul F. De Cock is President and Chief Operating Officer of Mohawk Industries (effective February 1, 2025) and previously led the Flooring North America segment from November 2018 to February 2025; age 52 . Company 2024 performance context tied to his incentive formulas: net sales ~$10.8B, adjusted EBITDA ~$1.4B, free cash flow ~$680M, adjusted EPS 9.70 (up ~5.5% YoY), and TSR ranked at the 10th percentile for the three-year period ending 2023, which zeroed out the TSR LTIP component .

Past Roles

Organization	Role	Years	Strategic Impact
Mohawk Industries	President & Chief Operating Officer	Feb 2025–present	Promoted following successful leadership of Flooring North America; tasked to execute strategic operational initiatives
Mohawk Industries	President — Flooring North America	Nov 2018–Feb 2025	Drove operational excellence and enhanced customer experience in the largest segment
Mohawk/Unilin	President — Unilin Flooring	Nov 2008–Nov 2018	Led Unilin Flooring operations post-acquisition integration
Mohawk/Unilin North America	President — Unilin North America	~2006–2008	Helped integrate Unilin into Mohawk in North America

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Salary ($)	$751,900	$774,457	$824,797
Bonus ($)	—	—	—
Stock Awards ($)	$922,855	$491,623	$837,453
Non-Equity Incentive Plan Compensation ($)	$338,355	$716,065	$1,059,561
All Other Compensation ($)	$22,180	$21,973	$21,541
Total ($)	$2,035,290	$2,004,118	$2,743,352

Performance Compensation

Annual Incentive Plan (SEAIP) — 2024 Structure and Outcomes

Item	Details
Award opportunity (as % of base salary)	Threshold 42%; Target 70%; Maximum 140%
Metrics & Weighting	Company EPS (25%) and Flooring North America segment EPS (75%) for De Cock
Goal Levels (Company EPS)	Threshold 7.14; Target 9.23; Max 10.61; Actual 9.70*
Goal Levels (FNA Segment EPS)	Threshold 0.50; Target 1.49; Max 1.95; Actual 1.99*
Payout (2024 award)	$1,059,561 (paid; reported in Non-Equity Incentive Plan Compensation)

*Adjustments exclude miscellaneous non-operating expenses .

Long-Term Incentive Plan (Senior Executive LTIP) — 2024 Grants and Mechanics

Component	Key Terms	Quantification
Fixed Component (RSUs)	Based on % of 2023 base salary; designed for retention; vests ratably over 3 years	De Cock received 2,998 RSUs under fixed component in 2024
Variable Component — TSR	TSR vs S&P 500 over 2021–2023; 0–200% of target; linear interpolation; TSR 10th percentile resulted in 0 RSUs for TSR in 2024	TSR percentile outcome: 10th; TSR awards: 0
Variable Component — Business Unit	Based on Company EPS and Business Unit EPS/Operating Income (for De Cock: Company EPS and FNA EPS); opportunity: Threshold 10%, Target 20%, Max 40% of base salary; vests ratably over 3 years	Opportunity range for De Cock: 10%/20%/40%
2024 RSU Grant (aggregate)	Granted Feb 23, 2024 under 2017 Plan; vest ratably over 3 years; per-unit fair value $114.94	7,286 RSUs; grant date fair value $837,453

2023 Business Unit Financial Goals used to determine 2024 Business Unit RSUs:

Metric	Threshold	Target	Maximum	2023 Performance
Company EPS ($)	6.10	9.29	12.11	9.19*
Flooring North America EPS ($)	0.59	1.72	3.01	1.30*

*Adjusted to exclude miscellaneous non-operating expenses .

Equity Ownership & Alignment

Beneficial Ownership and Guidelines

Item	Detail
Shares beneficially owned	37,176 shares of common stock
Ownership as % of class	<1% (asterisked “less than one percent” in table footnote)
Stock ownership guideline (role-based multiple)	COO: 3x base salary; CFO & segment leaders: 2x; compliance period 5 years
Compliance status (as of Apr 1, 2025)	All directors and executive officers have met requirements
Hedging/derivatives policy	Directors/officers prohibited from short sales and options (anti-hedging policy)
Pledging	No pledge disclosed for De Cock; one director noted pledged shares in footnote (not De Cock)

Outstanding Equity Awards (Unvested RSUs) at 12/31/2024

Grant	Shares Unvested (#)	Market Value ($)	Vesting Terms
RSUs (Mar 4, 2022)	2,239	$266,732	Vests ratably over 3 years on each anniversary
RSUs (Feb 28, 2023)	3,186	$379,548	Vests ratably over 3 years on each anniversary
RSUs (Feb 23, 2024) incl. 2023 AIP RSUs	9,221	$1,098,498	Vests ratably over 3 years on each anniversary
RSUs (Jul 28, 2021 — retention)	7,042	$838,913	Vests ratably over the 3rd, 4th, and 5th anniversaries

Market value based on $119.13 closing price on Dec 31, 2024 .

2024 Equity Vesting and Option Activity

Item	Quantity/Value
Shares acquired on vesting (2024)	9,412 RSUs
Value realized on vesting	$1,270,146
Option exercises	None

Deferred Compensation

Item	Status
Nonqualified Deferred Compensation (2024)	No executive/registrant contributions; no balance reported for De Cock

Employment Terms

Provision	Details
Employment agreement (Dec 29, 2018)	Base salary $640,000; annual bonus up to 112.5% of base; severance = 2× base salary + 2× target annual bonus; 2-year non-compete and non-solicit; terminated upon promotion to COO effective Feb 1, 2025
Severance plan participation	Named executive officers generally participate in employee severance plan; De Cock’s separate agreement governed severance until 2/1/2025
Potential payments (as of 12/31/2024) — Involuntary Termination	Cash severance $2,804,310 (sum of 2× 2024 base salary + 2× target bonus); payable quarterly over eight installments
Potential payments — Change in Control (equity acceleration)	$2,583,691 value of unvested RSUs; single-trigger if awards not assumed; if assumed, double-trigger vesting on termination without cause or good reason within 1 year
Insurance benefits (death/disability)	Life insurance equal to 1× then-current annual salary ($824,797 in 2024); AD&D equal to 1× annual salary
Clawback policy	Adopted Oct 2, 2023; applies to incentive-based compensation upon accounting restatement
Insider trading & hedging	Directors/officers restricted from hedging and options; policy filed with 2024 Form 10-K

Compensation Structure Analysis

Peer benchmarking: De Cock’s total direct compensation above 50th percentile; base salary above 75th; total cash above 75th; long-term incentive below 50th (suggests higher cash orientation vs peers) .
AIP levers emphasize operational accountability: For De Cock, 75% weight on segment EPS and 25% on Company EPS; achieved above-target segment EPS (1.99 vs 1.49 target) and Company EPS (9.70 vs 9.23 target) driving the $1.06M payout .
LTIP mix: Fixed RSUs for retention plus variable RSUs tied to TSR and business unit performance; TSR at 10th percentile zeroed the TSR award, increasing reliance on business-unit and personal performance within LTIP .
Ownership alignment: COO guideline 3× salary and hold requirements; all executives met ownership requirements by April 1, 2025; hedging prohibited; no pledging disclosed for De Cock .

Investment Implications

Alignment vs shareholder returns: TSR underperformance (10th percentile) eliminated TSR LTIP awards, signaling compensation sensitivity to long-horizon shareholder outcomes; continued reliance on EPS-based awards may overweight accounting performance vs market returns .
Near-term selling pressure: Significant RSU vesting cadence (2021 retention grant and 2022–2024 annual RSUs vesting through 2026–2029) plus 9,412 shares vested in 2024 suggests ongoing supply from vestings; no option exercises, but vesting creates potential liquidity events even with ownership hold requirements .
Retention risk: Historical retention RSU grant (2021) and fixed LTIP component indicate deliberate retention; promotion included a $2.0M time-vesting RSU with 5-year cliff, further anchoring tenure in role .
Change-in-control economics: Equity acceleration and double-trigger protection if awards are assumed provide meaningful downside protection; involuntary termination cash severance equals ~$2.8M based on 2024 levels, lowering exit friction but not excessive relative to role .
Pay-for-performance design: AIP focus on Company and segment EPS with defined thresholds/targets and discretion within a bonus pool; 2024 positive Company performance produced sizeable payouts, aligning cash incentives to operational results .

All information above is sourced from Mohawk’s 2025 DEF 14A and related 8-Ks as cited.