David Kohler
About K. David Kohler
K. David Kohler is an independent director of Interface, Inc. (TILE), age 58, serving on the Board since 2006. He is Chair and Chief Executive Officer of Kohler Co., with extensive executive experience across international operations and commercial and consumer distribution channels, and has served on Kohler Co.’s board since 1999 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kohler Co. | Group President, Kitchen & Bath Group | 1999–2007 | Led major product group across global operations |
| Kohler Co. | Executive Vice President | 2007–2009 | Senior corporate leadership |
| Kohler Co. | President & Chief Operating Officer | 2009–2015 | Oversaw operations and global distribution |
| Kohler Co. | President & Chief Executive Officer | 2015–present | Company leader; board member since 1999 |
| Kohler Co. | Chair | 2022–present | Board leadership at Kohler Co. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Internacional de Cerámica, S.A.B. de C.V. | Director | Public (Mexican Stock Market) | Ceramic tile and natural stone manufacturer/distributor |
| Green Bay Packers, Inc. | Director | Non-profit | Board member of non-profit corporation |
| Kohler Co. | Chair and CEO | Private | Global manufacturer across kitchen/bath, interiors, engines, power systems, resorts |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Kohler is independent under Nasdaq/SEC rules (all current directors except Hendrix and Hurd are independent) |
| Committees | Nominating & Governance Committee (member) ; Innovation & Sustainability Committee (member) |
| Chair Roles | None (committee chairs: Kennedy—Nominating & Governance; Hendrix—Innovation & Sustainability) |
| Board Meetings (2024) | Board met 4 times; all incumbent directors attended at least 75% of Board/committee meetings |
| Executive Sessions | Independent directors met in executive session 2 times in 2024 |
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | 93,536 | 2024 | Cash director compensation received by Kohler |
| Annual Director Fee (Schedule) | 80,000 | 2024 | Base annual retainer for outside directors |
| Committee Membership Fee (Audit) | 10,000 | 2024 | Additional fee for Audit Committee members |
| Committee Membership Fee (Comp, N&G, I&S) | 7,500 each | 2024 | Additional fee per committee membership |
| Committee Chair Fee (Audit) | 20,000 | 2024 | Chair premium (instead of 10,000 member fee) |
| Committee Chair Fee (Comp, N&G, I&S) | 15,000 | 2024 | Chair premium (instead of 7,500 member fee) |
| Lead Independent Director Increment | 20,000 | 2024 | Increment when appointed/serving |
Performance Compensation
| Grant Type | Shares | Grant Date Fair Value per Share | Total Grant Value (USD) | Vesting | Dividends | Options Outstanding |
|---|---|---|---|---|---|---|
| Restricted Stock | 7,015 | 16.22 | 113,783 | Unvested as of 12/29/2024 | 357 received in 2024; dividends $0.01 per share per quarter | None (no options granted to directors; none held at YE 2024) |
No performance metrics are disclosed for director equity awards (time-based restricted stock rather than PSU/option performance awards) .
Other Directorships & Interlocks
| Company | Relationship to TILE | Potential Interlock/Exposure |
|---|---|---|
| Internacional de Cerámica, S.A.B. de C.V. | Unrelated; external board | Public manufacturer/distributor of ceramic tile; no TILE related-party transaction disclosed |
| Green Bay Packers, Inc. | Unrelated; external board | Non-profit; no TILE related-party transaction disclosed |
Expertise & Qualifications
- C-Suite executive management experience
- International business; strategy development; mergers & acquisitions
- Sales & marketing; environmental sustainability; corporate governance & risk management
- Qualifications summary: extensive business experience from executive roles at a global manufacturing company serving commercial and consumer channels
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| K. David Kohler | 106,118 | <1% | As of March 14, 2025; excludes executive RSUs/PSUs by policy |
| Unvested Restricted Stock (Director) | 7,015 | n/a | Unvested as of Dec 29, 2024 |
| Stock Options | 0 | n/a | No options held by directors at YE 2024 |
| Hedging/Pledging | Prohibited for officers and directors by Insider Trading Policy | n/a | Alignment policy; no pledging allowed |
Governance Assessment
- Independence and tenure: Kohler is an independent director (Board determined independence for all current directors except Hendrix and Hurd) and has served since 2006, providing continuity and institutional knowledge .
- Committee engagement: Active on Nominating & Governance and Innovation & Sustainability committees; not a chair, indicating governance participation without concentrated control .
- Attendance and oversight: Board met 4 times in 2024 with all incumbents meeting at least 75% attendance; independent directors held 2 executive sessions, supporting effective oversight .
- Compensation alignment: Balanced mix of cash ($93,536) and equity ($113,783) via time-based restricted stock (7,015 shares, unvested), with quarterly dividends; no director stock options outstanding, reducing risk of option repricing .
- Ownership and risk controls: Beneficial ownership of 106,118 shares (<1% of outstanding) and strict prohibition on hedging/pledging under policy strengthen alignment and mitigate collateralization risks .
- Conflicts and related parties: No related-party transactions involving Kohler are disclosed; the only related-person transaction disclosed involves employment of a director’s family member unrelated to Kohler .
- RED FLAGS: None disclosed specific to Kohler (no pledging, no related-party transactions, no option repricing). Board has formal related-transaction review policy via Audit Committee to mitigate conflict risks .