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Daniel Hendrix

Director at INTERFACE
Board

About Daniel T. Hendrix

Daniel T. Hendrix (age 70) has served on Interface, Inc.’s board since 1996. He joined Interface in 1983 after prior accounting firm experience, rose through finance roles (Treasurer in 1984, CFO in 1985, VP‑Finance in 1986, SVP‑Finance in 1995, EVP in 2000), was CEO from July 2001–March 2017, reappointed CEO January 2020–April 2022, and Chairman of the Board from October 2011–March 2024. He is currently a director and chairs the Innovation & Sustainability Committee; the board determined he is not independent because he was an employee within the last three years .

Past Roles

OrganizationRoleTenureCommittees/Impact
Interface, Inc.Treasurer1984Senior finance leadership early in tenure
Interface, Inc.Chief Financial Officer; VP‑Finance1985–1986Built finance rigor and strategic planning capabilities
Interface, Inc.SVP‑Finance; EVP1995; 2000Expanded enterprise oversight
Interface, Inc.President & Chief Executive OfficerJul 2001–Mar 2017; Jan 2020–Apr 2022Led company strategy and operations across cycles
Interface, Inc.Chairman of the BoardOct 2011–Mar 2024Board leadership during sustainability transition

External Roles

OrganizationRoleTenureNotes/Interlocks
American Woodmark Corporation (NASDAQ: AMWD)DirectorSince May 2005AMWD is included in Interface’s compensation peer group, creating a potential network interlock for benchmarking inputs

Board Governance

  • Committee assignments: Chair, Innovation & Sustainability Committee; Member, Executive Committee .
  • Not independent: Board determined Hendrix and the CEO are not independent; all other current directors are independent .
  • Attendance: Board met 4 times in 2024; all incumbent directors attended ≥75% of board/committee meetings; independent directors met twice in executive session without Hendrix or management .
  • Tenure and leadership: Director since 1996; previously served as non‑independent Chairman until March 13, 2024 (independent Chairman appointed thereafter) .
  • Committee leadership frequencies: Innovation & Sustainability Committee met twice in 2024; Executive Committee did not meet in 2024 .

Fixed Compensation

YearFees Earned (Cash)Stock AwardsChange in Pension Value (Salary Continuation Agreement)All Other CompensationTotal
2024$192,853 $0 $73,973 $9,917 $276,743
  • Compensation structure: As Chairman, Hendrix was historically paid all‑cash with no stock grant; in 2024, the chair fee arrangement transitioned when an independent Chairman was appointed. The Compensation & Talent Development Committee approves Hendrix’s all‑cash board service given his substantial share ownership .
  • Salary Continuation Agreement: Legacy defined‑benefit arrangement (dating to 1986) paid $832,752 in 2024; the net reported change in present value was $73,973 due mainly to discount rate changes .

Performance Compensation

YearEquity Grants (RSUs/Restricted Stock/Options)Performance ConditionsNotes
2024None N/AOther directors received restricted stock; Hendrix did not receive stock awards

No director performance‑linked awards for Hendrix are disclosed; meeting fees and chair fees are fixed cash. Equity grants for other outside directors are time‑based restricted stock rather than PSU options in recent years .

Other Directorships & Interlocks

CompanyRoleCommittee Roles (if disclosed)Potential Interlock/Conflict Consideration
American Woodmark (AMWD)DirectorNot disclosed in Interface proxyAMWD appears in Interface’s compensation peer group; while compensation committee interlocks are disclosed as “none,” Hendrix’s board role at a peer may influence perceived benchmarking neutrality .

Expertise & Qualifications

  • Deep institutional knowledge across strategic planning and financial matters with experience spanning virtually all aspects of Interface’s business; provides continuity and facilitates board‑management interrelationship .
  • Industry experience aligned with sustainability and innovation oversight as Innovation & Sustainability Committee chair .

Equity Ownership

HolderBeneficial Ownership (Shares)NotesPercent of Class
Daniel T. Hendrix131,219 Includes 35,072 shares held indirectly by family trusts Less than 1% (*)
  • Director ownership guideline: Directors must hold 2,000 unrestricted shares; all current directors have met the standard. Officers/directors are prohibited from pledging Interface stock and from hedging transactions under insider trading policy .

Governance Assessment

  • Strengths:

    • Long tenure and former CEO/Chair bring strategic continuity; current roles focused on innovation/sustainability where Interface differentiates .
    • Clear related‑party policy and audit committee oversight; disclosure of family employment and recusal processes reduce independence impact .
    • Robust stock ownership requirements and prohibitions on hedging/pledging support alignment; director compliance is reported .
  • Concerns/RED FLAGS:

    • Not independent and chairs a standing board committee; though board majority is independent, chairing a committee while non‑independent can raise investor scrutiny on oversight autonomy .
    • Related‑party exposure via employment of Hendrix’s son (Global CRM Analyst; $177,647 compensation in 2024); while Hendrix plays no part in compensation determination, presence of family employment is a related‑party flag .
    • Legacy Salary Continuation Agreement with significant cash payments ($832,752 in 2024) is atypical for outside directors and may be perceived as an optics issue, despite long‑standing nature and disclosure .
    • External board at AMWD (peer group member) introduces potential perceived benchmarking interlock, even though formal compensation committee interlocks are disclosed as none .
  • Engagement signals:

    • Board met 4 times; Hendrix met ≥75% attendance threshold alongside incumbent directors; independent directors held 2 executive sessions (without Hendrix), supporting oversight balance .
    • Shareholder say‑on‑pay support ~94% in 2024 suggests investors broadly support compensation governance, moderating conflict concerns in aggregate .

Overall takeaway: Hendrix’s deep company expertise and ownership alignment support board effectiveness in innovation/sustainability. Investors should monitor non‑independence while chairing a committee, family employment disclosures, and the legacy salary continuation optics; compensating him in cash‑only while maintaining substantial share ownership and prohibitions on hedging/pledging mitigates some alignment risks .