David Foshee
About David B. Foshee
Vice President, General Counsel and Secretary at Interface, Inc. (TILE); age 54 as of FY2024. Joined Interface in October 1999 and has served as Secretary and General Counsel since January 2017 after progressing through multiple legal leadership roles . Compensation is explicitly tied to measurable financial objectives (adjusted operating income and currency-neutral sales) and long-term adjusted EBITDA/ROIC, with 2024 bonus achievement at ~167.7% of opportunity reflecting strong operating performance . Company performance during 2023–2024 showed improving TSR and adjusted EBITDA, supporting pay-for-performance alignment .
Company performance context (for pay alignment)
| Metric | 2023 | 2024 |
|---|---|---|
| Interface TSR (Value of $100) | 77.74 | 154.07 |
| Net Income ($ Millions) | 44.5 | 86.9 |
| Adjusted EBITDA ($ Millions) | 162.0 | 189.0 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Interface, Inc. | Associate Counsel | Oct 1999–Apr 2002 | Corporate legal support |
| Interface, Inc. | Assistant Secretary | Apr 2002–Apr 2006 | Corporate governance support |
| Interface, Inc. | Senior Counsel | Apr 2006–Apr 2007 | Increased legal responsibilities |
| Interface, Inc. | Assistant Vice President | Apr 2007–Jul 2012 | Legal leadership |
| Interface, Inc. | Vice President | Jul 2012–May 2014 | Executive legal role |
| Interface, Inc. | Associate General Counsel | May 2014–Jan 2017 | Deputy legal leadership |
| Interface, Inc. | Secretary and General Counsel | Jan 2017–present | Chief legal officer; corporate secretary (signatory for board materials) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlanta-based international law firm | Attorney | Not disclosed (prior to Oct 1999) | Private practice experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 405,000 | 425,000 | 442,000 |
| Target Bonus (% of Salary) | — | — | 75% |
| Actual Bonus Paid ($) | 277,324 | 297,075 | 555,926 |
| Stock Awards Grant-Date Fair Value ($) | 437,868 | 736,994 | 563,998 |
| All Other Compensation ($) | 37,921 | 37,419 | 42,510 |
| Total Compensation ($) | 1,158,113 | 1,496,488 | 1,604,433 |
| Retirement & Deferred Compensation | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company 401(k) Contribution ($) | 6,833 | 9,900 | 10,350 |
| Company Nonqualified Plan Contribution ($) | 16,121 | 11,170 | 11,822 |
| Executive Contribution to Nonqualified Plan ($) | — | 42,139 | 44,345 |
| Nonqualified Plan Aggregate Earnings ($) | — | 21,466 | 28,436 |
| Nonqualified Plan Balance at FYE ($) | — | 183,454 | 267,405 |
Performance Compensation
Annual Bonus (2024 design and results)
| Metric | Weighting | Threshold | Goal | Max | Actual | Payout on Criterion | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted Operating Income | 85% | $80.778M | $124.274M | $142.915M | $141.4M | 168.9% | 143.6% of bonus potential |
| Currency-Neutral Sales | 15% | $1,172.070M | $1,280.951M | $1,325.789M | $1,317.4M | 161.0% | 24.2% of bonus potential |
| Overall Achievement | — | — | — | — | — | — | ~167.7% of bonus opportunity; payout $555,926 |
Long-Term Incentives (structure and attainment)
| Award Year | Vehicles | Performance Metrics & Weights | Targets | Actual | Attainment | Vesting |
|---|---|---|---|---|---|---|
| 2022 LTI (3-year: 2022–2024) | 50% time-based RS; 50% PSUs | Adjusted EBITDA 75%; 3-year cumulative ROIC 25% | EBITDA: T $120.2M; G $171.7M; M $197.5M. ROIC: T 8.68%; G 12.40%; M 13.64% | EBITDA $189.0M; ROIC 12.55% | EBITDA 167.0%; ROIC 112.2%; total 108.3%; certified Feb 2025 | Vested Feb 2025 after certification |
| 2023 LTI (3-year: 2023–2025) | RSUs (time-based); PSUs (3-year aggregate EBITDA) | 3-year aggregate adjusted EBITDA (formula-based) | Formula: 2023 target + 106% of 2023 actual + 106% of 2024 actual | 2024 EBITDA $189.0M (aggregates with 2023 & 2025) | Pending (certify post-2025) | Ratable RSU vesting; PSUs vest post-certification |
| 2024 LTI (3-year: 2024–2026) | RSUs (time-based); PSUs (3-year aggregate EBITDA) | Adjusted EBITDA (year 1 targets) | T $116.3M; G $166.2M; M $191.1M | 2024 EBITDA $189.0M | Pending (aggregates with 2025 & 2026) | RSUs ratable; PSUs vest post-2026 certification |
2024 Equity Grants (plan-based awards)
| Grant Date | Award Type | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 2/26/2024 | PSUs | 5,325 | 21,299 | 42,598 | 281,999 |
| 2/26/2024 | RSUs (time-based) | — | 21,299 | 21,299 | 281,999 |
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficial Ownership (Common) | 149,408 shares; <1% of class |
| Stock Ownership Guidelines | 2x base salary for executives; all NEOs have met target |
| Hedging/Pledging | Prohibited for officers and directors |
| Outstanding Unvested RSUs (12/27/2024) | 81,442 ($2,033,607 MV at $24.97) |
| Outstanding Unearned PSUs (12/27/2024) | 57,265 ($1,429,907 payout value) |
| Stock Vested in 2024 | 66,268 shares; $921,886 |
Scheduled Vesting (as disclosed; performance certification-dependent where applicable)
| Vest Date | Shares |
|---|---|
| 1/12/2025 | 8,767 |
| 1/24/2025 | 16,599 |
| 2/24/2025 | 6,815 |
| 2/26/2025 | 7,100 |
| 1/12/2026 | 8,766 |
| 2/26/2026 | 7,100 |
| 2/27/2026 | 19,196 |
| 2/26/2027 | 7,099 |
Employment Terms
| Scenario (as of 12/27/2024; FMV $24.97/share) | Base Salary ($) | Bonus ($) | Equity Awards ($) | Health, Life, Other ($) |
|---|---|---|---|---|
| Termination without Cause | 442,000 | 884,371 | 1,921,979 | 194 |
| Termination Following Change in Control (double trigger) | 884,000 | 1,220,051 | 3,439,881 | 194 |
- Change in control/severance framework: double-trigger; 2x base salary + 2x greater of target bonus or 3-year average bonus for non-CEO executives; prorated bonus; health benefits (12 months for non-CEO executives) .
- Non-compete: restrictions apply for 12 or 24 months post-termination depending on circumstances .
- Clawback: SEC/Nasdaq-compliant clawback policy covering cash and equity incentive compensation over prior 3 fiscal years in event of accounting restatement .
- Perquisites: limited (e.g., vehicle allowance, phone, long-term care/life insurance) .
Compensation Committee Analysis
- Compensation & Talent Development Committee entirely independent; program components intentionally performance-linked; independent consultant utilized .
- 2024 bonus design placed executives’ cash opportunity between the 50th–75th percentile contingent on objective attainment .
- Committee and Board prohibit hedging/pledging; utilize double-trigger CIC; maintain clawback .
Investment Implications
- High pay-for-performance linkage: 2024 bonus tied 100% to objective metrics (AOI and CN sales), achieving ~167.7% of bonus opportunity; expect cash comp sensitivity to near-term operating performance .
- LTI tilt to EBITDA/ROIC with multi-year certification: 2022 award vesting at 108.3% shows multi-year execution; 2023–2024 awards hinge on aggregate EBITDA, deferring payouts and reducing short-term selling pressure .
- Upcoming vesting cadence: multiple tranches in 2026 (Jan/Feb) may elevate administrative trading windows; stock ownership retention guidelines require holding at least half of net-after-tax shares, mitigating disposal risk .
- Alignment and governance: meaningful personal ownership (149,408 shares) with additional unvested/uneared equity, no options outstanding, and strict anti-hedging/pledging and clawback reduce misalignment/agency risk .
- CIC/severance economics moderate: 2x salary+bonus for non-CEO officers and double-trigger equity acceleration present standard protections without single-trigger cash windfalls .