Wim Messiaen

About Wim Messiaen

Wim Messiaen is President — Flooring Rest of the World at Mohawk Industries (MHK), serving in this role since February 2024 after previously acting as Chief Operating Officer — Flooring Rest of the World from October 2023 to 2024; he is 57 years old . Prior experience includes CEO of the corrugated packaging division at VPK Group (September 2018–October 2023) and various roles at building materials company Etex (2003–2018), indicating deep industrial and operations expertise across Europe . Company performance context tied to executive incentives: 2024 net sales were ~$10.8B, adjusted EBITDA ~$1.4B, free cash flow ~$679.5M, and adjusted EPS was $9.70; over the three years ending 2023 the Company’s TSR ranked at the 10th percentile versus the S&P 500, which impacted long-term equity award outcomes .

Past Roles

External Roles

Fixed Compensation

• Specific base salary, target bonus %, and actual bonus paid for Messiaen are not disclosed in the proxy; the Company sets executive base salaries annually with merit and market considerations and uses peer benchmarking guided by Aon surveys .
• Annual incentive awards (SEAIP/MAIP) are gated on positive consolidated adjusted operating income; award ranges are expressed as % of base salary with goals set on Company EPS and/or segment/unit performance, determined by role .

Performance Compensation

• Company program design: executives earn annual cash incentives based on EPS and segment/unit goals; long-term incentives are restricted stock units (RSUs) with fixed and variable components, with the variable component driven by TSR vs. S&P 500, business unit performance, and personal objectives; RSUs vest ratably over three years .
• Messiaen’s specific plan participation, weighting, targets, and payouts are not individually disclosed.

Company 2024 Annual Incentive Financial Goals (context for executive incentives)

Long-Term Incentive Plan (LTIP) Structure

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x salary; COO 3x; CFO and business segment leaders 2x; other Senior Executive LTIP participants 1x; executives must retain at least 50% of net after-tax shares from awards until compliant .
• Compliance: As of April 1, 2025, all of the Company’s directors and executive officers met their stock ownership requirements .
• Clawback: Effective October 2, 2023, the Company adopted an NYSE/SEC-compliant clawback policy requiring recovery of incentive-based compensation upon restatement due to material noncompliance .
• Hedging/Pledging: Hedging (short sales, options) is prohibited for directors and officers under the Insider Trading Policy; pledging was not specifically disclosed .

Employment Terms

• Employment agreements: The proxy discloses agreements for certain executives (e.g., De Cock, Vandini) and states NEOs other than Vandini were at-will; no individual employment agreement for Messiaen is disclosed .
• Severance: Named executive officers participate in the general employee severance plan; for change-in-control under the 2017 Plan, unvested options/RSUs vest upon change in control if not assumed; if assumed/equitably converted, unvested options/RSUs vest on termination without cause or resignation with good reason within one year (double-trigger) .
• Retirement treatment: Under the 2017 Plan, RSUs continue to vest upon retirement at age ≥60 with ≥10 years of service (subject to non-compete conditions); this criterion is disclosed generally and applies plan-wide .

Related Party Transactions

Say-on-Pay & Governance Signals

• 2024 say-on-pay approval exceeded 89% of votes cast; average approval over the last 12 years was 95.3%—indicating strong shareholder support for executive pay design .
• Peer group used for benchmarking included large building and home products companies (e.g., Sherwin-Williams, Owens Corning, Whirlpool, Trane, PPG), with Aon engaged as the independent compensation consultant; no conflicts identified .

Compensation Peer Group (Benchmarking)

• Builders FirstSource; Carrier Global; Eastman Chemical; Fortune Brands; JELD-WEN; Leggett & Platt; Masco; Newell Brands; Owens Corning; PPG; RPM; Sherwin-Williams; Stanley Black & Decker; Trane Technologies; Whirlpool .

Risk Indicators & Red Flags

• Hedging prohibited for directors/officers reduces misalignment risk; pledging not disclosed (monitor for future disclosure) .
• 2017 Plan provides double-trigger protections upon change-in-control when awards are assumed, aligning with prevailing governance standards .
• Related party transaction: spouse employment disclosed (€118k), modest in size but a relationship to track for governance optics .
• Strong say-on-pay support lowers near-term governance risk around executive comp practices .

Investment Implications

• Alignment: Company-wide stock ownership guidelines, hold requirements, and clawback policy support pay-for-performance and long-term alignment; Messiaen, as an executive officer, is reported to be compliant with ownership guidelines as of April 1, 2025 .
• Incentive design: Annual incentives linked to EPS/segment performance and LTIP RSUs vesting over three years suggest balanced short/long-term focus; weak 3-year TSR (10th percentile) eliminated TSR RSUs in the 2024 variable component, moderating equity windfalls and signaling sensitivity to shareholder returns .
• Trading signals: Hedging bans and hold requirements limit aggressive short-term trading; absence of Messiaen-specific Form 4 detail in the proxy constrains analysis of insider selling pressure—monitor future filings and vesting calendars under the 2017 Plan for any sell windows .
• Retention/contract risk: No individual employment agreement disclosed for Messiaen; governance shows competitive pay set to peer medians and broad severance/change-in-control protections via the 2017 Plan—overall retention risk appears managed at the program level, though individual terms remain undisclosed .