Catherine Kilbane
About Catherine M. Kilbane
Independent director since 2018; retired Senior Vice President, General Counsel and Secretary at The Sherwin‑Williams Company (2013–2017) after serving as SVP and General Counsel at American Greetings (2003–2012) and partner at Baker & Hostetler LLP (1987–2003). Age noted as 58 in the 2022 proxy and 59 in the 2023 proxy; her qualifications emphasize over 30 years in corporate law, extensive M&A experience, and board governance expertise . She currently chairs the Compensation & Talent Development Committee and serves on the Innovation & Sustainability Committee; the Board affirms her independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Senior Vice President, General Counsel & Secretary | 2013–2017 | Corporate law leadership; M&A execution experience |
| American Greetings Corporation | Senior Vice President & General Counsel | 2003–2012 | Public company governance and shareholder value focus |
| Baker & Hostetler LLP | Partner, General Business Group | 1987–2003 | Complex transactions, corporate law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Andersons, Inc. (NYSE:ANDE) | Director; Lead Independent Director | Not disclosed | Fortune 500 diversified agribusiness; lead independent role |
| The Davey Tree Expert Company | Director | Not disclosed | Private company; residential and commercial tree care |
| Cleveland Clinic Foundation | Board of Directors member | Not disclosed | Major non-profit healthcare system |
Board Governance
- Independence: Board determined she is independent (2021, 2022, 2024, 2025 proxies) .
- Current committees (2025 slate): Chair, Compensation & Talent Development; Member, Innovation & Sustainability .
- 2024 composition: Chair, Compensation Committee; Member, Innovation & Sustainability; previously on Audit until March 13, 2024 when replaced by Catherine Marcus .
- Historical: Member, Audit and Nominating & Governance (2021–2022) .
| Year | Audit | Compensation | Nominating & Governance | Innovation & Sustainability |
|---|---|---|---|---|
| 2021 | Member | — | Member | — |
| 2022 | Member | — | Member | — |
| 2024 | Member (until Mar 13, 2024) | Chair | — | Member |
| 2025 | — | Chair | — | Member |
Attendance and Board activity:
- Board meetings held: 2020 (8), 2021 (6), 2022 (7), 2023 (6), 2024 (4); all incumbent directors attended at least 75% of Board and committee meetings each year .
- Executive sessions of independent directors held: 2020 (4), 2021 (3), 2022 (3), 2023 (3), 2024 (2) .
Fixed Compensation
Director pay structure and evolution:
- Annual director fee: $80,000; committee membership adders: Audit $10,000; Compensation/N&G/Innovation $7,500; chair premiums: Audit $20,000; Compensation/N&G/Innovation $15,000; lead independent director increment: $20,000 (2024 schedule) (2023 schedule similar with lead independent at $20,000) ; 2021 schedule had lead independent at $15,000 .
- No director stock options granted in recent years; none outstanding at 2023–2024 year-end .
- Quarterly dividends paid on restricted shares: $0.01 per share in 2023 and 2024 .
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 95,625 | 105,000 | 102,981 |
| Stock Awards ($) | 113,431 | 101,087 | 113,783 |
| All Other Compensation ($) | 381 | 523 | 357 |
| Total ($) | 209,438 | 206,610 | 217,121 |
Performance Compensation
Director equity grants (time-based restricted stock; no director performance options disclosed):
- 2024: 7,015 restricted shares granted to each director (except Hendrix) at $16.22 grant-date fair value; 7,015 unvested at year-end .
- 2023: 14,608 restricted shares granted to each director at $6.92 grant-date fair value; 14,608 unvested at year-end (4,799 for Ms. Marcus) .
- No stock options granted to directors; none outstanding .
| Year | Shares Granted (Restricted Stock) | Grant-Date Fair Value per Share ($) | Unvested Restricted Shares at Year-End |
|---|---|---|---|
| 2023 | 14,608 | 6.92 | 14,608 |
| 2024 | 7,015 | 16.22 | 7,015 |
No director-specific performance metrics tied to equity awards are disclosed; metrics tables in the proxy apply to executive officer pay-versus-performance analyses (Adjusted EBITDA, Adjusted Operating Income, Currency Neutral Sales) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| The Andersons, Inc. | Director; Lead Independent Director | Not disclosed | External role as lead independent director |
| The Davey Tree Expert Company | Director | Not disclosed | Private company director role |
| Cleveland Clinic Foundation | Board member | Not disclosed | Non-profit governance |
- Compensation committee interlocks: None disclosed for Interface’s Compensation & Talent Development Committee (members: Kilbane (Chair), Gibson, Keough) .
Expertise & Qualifications
- Corporate law, M&A (large, multinational transactions), and governance experience highlighted in biography .
- Skills matrix attributes include corporate governance & risk management among director skills; broad strategic, international, and executive experience across Board .
Equity Ownership
Ownership alignment and restrictions:
- Directors must hold 2,000 unrestricted shares within two years of election; all current directors have met the standard .
- Hedging and pledging prohibited for directors and officers .
| Year | Beneficial Ownership (Shares) | % of Shares Outstanding |
|---|---|---|
| 2019 | 7,515 | <1% |
| 2021 | 23,023 | <1% |
| 2023 | 39,012 | <1% |
| 2024 | 54,620 | <1% |
| 2025 | 60,635 | <1% |
Governance Assessment
- Board effectiveness: Kilbane is a seasoned governance professional, currently chairing the Compensation & Talent Development Committee and participating on the Innovation & Sustainability Committee; independence repeatedly affirmed . Committee leadership and rotation from Audit to Compensation suggest broad oversight experience and board confidence in her governance skill set .
- Attendance: Interface reports all directors meeting or exceeding the 75% attendance threshold annually (2020–2024), supporting engagement .
- Pay mix and alignment: Director compensation is balanced between cash retainers and time‑based equity grants; no options; ongoing dividend accrual on restricted shares; equity grant sizes adjusted year‑to‑year (14,608 shares in 2023 vs 7,015 in 2024) reflecting grant‑date value calibration rather than pay inflation .
- Ownership and safeguards: Kilbane’s beneficial ownership has steadily increased; directors are subject to ownership requirements and strict prohibitions on hedging/pledging, enhancing alignment and reducing risk .
- Conflicts and related parties: No related‑party transactions disclosed involving Kilbane; the company’s related‑party policy routes any potential transactions to Audit Committee oversight; the only disclosed related‑person transaction concerns employment of the Chairman’s son, not Kilbane .
- RED FLAGS: None disclosed specific to Kilbane—no pledging, no hedging, no attendance shortfalls, no related‑party transactions, and no compensation committee interlocks .