Catherine Marcus
About Catherine Marcus
Catherine Marcus, age 59, has served as an independent director of Interface, Inc. since 2023. She is Co-CEO (since October 2023) and Chief Operating Officer (since 2014) of PGIM Real Estate, overseeing global strategy and business/investment operations; prior roles include head of PGIM Real Estate’s U.S. equity business (2014–2023) and senior portfolio manager (2011–2014). She brings extensive commercial real estate expertise and global operating experience; she also serves on the board of Skanska AB.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PGIM Real Estate | Co-CEO | Oct 2023–present | Oversees global strategy and operations |
| PGIM Real Estate | Chief Operating Officer | 2014–present | Oversees global business and investment operations |
| PGIM Real Estate | Head, U.S. Equity Business | 2014–2023 | Led flagship core equity real estate fund strategy |
| PGIM Real Estate | Senior Portfolio Manager | 2011–2014 | Managed flagship core equity real estate fund |
External Roles
| Organization | Exchange | Role | Tenure |
|---|---|---|---|
| Skanska AB | Nasdaq Stockholm: SKA B | Director | Not disclosed (current) |
Board Governance
- Independence: The Board determined Marcus is independent under Nasdaq standards; only Hendrix and Hurd are not independent.
- Committee assignments (2025 slate): Audit Committee member; not on Compensation & Talent Development, Nominating & Governance, or Innovation & Sustainability; not a chair.
- Audit Committee financial expert: The Board determined Marcus qualifies as an “audit committee financial expert” under Item 407(d)(5).
- Attendance: Board met 4 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; independent directors held two executive sessions.
- Committee activity levels: Audit Committee met 10 times in 2024; Compensation & Talent Development Committee met 4 times.
Committee Membership Detail
| Committee | Role | Chair? | Meeting Count (2024) |
|---|---|---|---|
| Audit Committee | Member | No (Chair: Robert T. O’Brien) | 10 |
| Compensation & Talent Development | Not a member | — | 4 |
| Nominating & Governance | Not a member | — | Not disclosed |
| Innovation & Sustainability | Not a member | — | Not disclosed |
Fixed Compensation
2024 Director Compensation (Marcus)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $93,543 |
| Stock Awards (Grant-date fair value) | $113,783 |
| Option Awards | — (none) |
| All Other Compensation (Dividends on restricted stock) | $258 |
| Total | $207,584 |
2024 Director Fee Schedule (Policy)
| Fee Item | Amount (USD) |
|---|---|
| Annual director fee (outside directors) | $80,000 |
| Audit Committee member | +$10,000 |
| Compensation/Nominating/Innovation Committee member | +$7,500 |
| Audit Committee chair | +$20,000 (instead of $10,000) |
| Compensation/Nominating/Innovation chair | +$15,000 (instead of $7,500) |
| Lead Independent Director (when appointed) | +$20,000 |
Notes:
- No meeting fees; directors reimbursed for meeting expenses.
- No stock options granted to directors in recent years; none held at year-end 2024.
Performance Compensation
2024 Equity Award Detail (Marcus)
| Grant Type | Shares Granted | Grant-date Fair Value/Share | Total Fair Value | Vesting Status (as of 12/29/2024) | Dividends/Share/Quarter | Dividends Received (2024) |
|---|---|---|---|---|---|---|
| Restricted Stock | 7,015 | $16.22 | $113,783 | Unvested | $0.01 | $258 |
- Director equity awards are time-based restricted stock; no performance metrics, options, or PSUs disclosed for directors.
Other Directorships & Interlocks
| Company | Relationship to Interface | Interlock/Transaction Disclosed |
|---|---|---|
| Skanska AB (Director) | Multinational construction (customer/supplier relationships not disclosed) | No related-party transactions involving Marcus disclosed in 2024 proxy. |
Expertise & Qualifications
- Extensive commercial real estate expertise; deep understanding of corporate office segment relevant to Interface’s end-markets.
- Global operating experience leading local teams while driving efficiency and consistency.
- Designated audit committee financial expert.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (Common Stock) | 11,814 shares |
| Percent of Class | <1% (based on 58,607,970 shares outstanding) |
| Unvested Restricted Shares (held at 12/29/2024) | 7,015 shares |
| Hedging/Pledging | Company policy prohibits hedging and prohibits officers and directors from pledging company stock as collateral. |
Governance Assessment
- Positive signals: Independent director; Audit Committee member and designated financial expert; mixed compensation with meaningful equity component; attendance at least 75% in 2024; no related-party transactions disclosed involving Marcus; company prohibits pledging and hedging.
- Pay structure: Cash retainer plus committee fee with annual restricted stock; no options, no meeting fees—aligns director incentives with long-term shareholder value via equity while avoiding option risk.
- Time commitment watchpoint: Concurrent Co-CEO/COO roles at PGIM Real Estate imply significant external responsibilities; however, Board reports adequate attendance and active committee workload, mitigating near-term engagement risk.
- RED FLAGS: None disclosed related to conflicts, related-party transactions, option repricing, pledging/hedging, or low attendance.