Joseph Keough
About Joseph Keough
Joseph Keough, age 55, has served as an independent director of Interface, Inc. (TILE) since 2019. He is Chairman and Chief Executive Officer of Wood Partners and previously served as its Chief Financial Officer and President; earlier roles include Principal at The Boston Consulting Group and Chief Operating Officer of Fuqua Capital, evidencing deep expertise in finance, capital markets, real estate development, strategy, and operations . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wood Partners | Chairman & CEO; formerly CFO and President | Not disclosed | Leadership across finance, accounting, capital markets, development, strategy, operations |
| The Boston Consulting Group | Principal | Not disclosed | Strategic consulting experience |
| Fuqua Capital | Chief Operating Officer | Not disclosed | Operational oversight of family office |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meritage Home Corporation (NYSE: MTH) | Director | Not disclosed | Current public company directorship |
| One private company (name not disclosed) | Director | Not disclosed | Private company board service |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation & Talent Development Committee (member); chairs are Robert T. O’Brien (Audit) and Catherine M. Kilbane (Compensation) .
- Audit Committee met 10 times in 2024; Compensation & Talent Development Committee met 4 times; Board held 4 meetings. All incumbent directors attended at least 75% of Board and relevant committee meetings in 2024 .
- Audit Committee financial expert: The Board determined Mr. Keough qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
- Independence: The Board assessed relationships and determined Mr. Keough is independent; only Daniel T. Hendrix and CEO Laurel M. Hurd are non‑independent .
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Chair: Robert T. O’Brien) | 10 |
| Compensation & Talent Development | Yes | No (Chair: Catherine M. Kilbane) | 4 |
| Nominating & Governance | No | Chair: Christopher G. Kennedy | 1 |
| Innovation & Sustainability | No | Chair: Daniel T. Hendrix | 2 |
| Executive | Not listed as member | Chair: Laurel M. Hurd | 0 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual director retainer | 80,000 | Standard outside director fee |
| Audit Committee membership fee | 10,000 | Member increment |
| Compensation Committee membership fee | 7,500 | Member increment |
| Fees Earned or Paid in Cash (reported) | 97,500 | Sum matches reported cash fees |
| All Other Compensation (dividends) | 357 | Quarterly dividends of $0.01/share on restricted shares |
Performance Compensation
| Equity Award | Shares | Grant-Date Fair Value ($) | Per-Share Grant Value ($) | Vesting | Options |
|---|---|---|---|---|---|
| Restricted Stock (2024 grant) | 7,015 | 113,783 | 16.22 | Not disclosed; unvested as of 12/29/2024 | No stock options granted to directors; none outstanding |
- Directors receive restricted stock; no options have been granted “in the past several years” and none were held by directors at 2024 year-end .
- Dividends: Company paid $0.01 per share per quarter on all outstanding common stock (including restricted stock) in 2024 .
- Equity timing and safeguards: Company states it does not time grants with material nonpublic information; uses “double trigger” change‑in‑control provisions for executive equity and severance agreements; prohibits hedging and pledging by officers and directors .
Other Directorships & Interlocks
| Company | Role | Committee Role (if disclosed) | Interlocks/Conflicts |
|---|---|---|---|
| Meritage Home Corporation (NYSE: MTH) | Director | Not disclosed | No compensation committee interlocks disclosed by TILE; none involving TILE executives and TILE Compensation Committee members |
Expertise & Qualifications
- Extensive executive-level experience in multi-family residential real estate, finance, accounting, capital markets, strategy, and operations management .
- Audit committee financial expert designation by the Board .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Joseph Keough | 57,085 | * (<1%) | Includes 7,015 restricted shares |
- Directors are required to hold 2,000 unrestricted shares within two years; all current directors have met this standard .
- Prohibition: Directors and officers are prohibited from pledging Company securities and from hedging transactions .
Governance Assessment
- Alignment: Cash/equity mix for 2024 shows meaningful equity exposure via restricted stock ($113,783) and standard cash fees ($97,500), supporting shareholder alignment; ownership guidelines met and pledging prohibited (positive signal) .
- Committee influence: Service on Audit and Compensation committees and designation as an audit committee financial expert enhance oversight credibility; both committees are composed entirely of independent directors (positive for governance quality) .
- Engagement: Board met 4 times in 2024; Audit met 10 times; Compensation met 4 times; all directors met at least the 75% attendance threshold (adequate engagement) .
- Conflicts/related party: TILE’s related-party policy routes any related-person transactions to Audit Committee; only disclosed related-person transaction involved employment of a different director’s family member; no Keough-specific related-party transactions disclosed (no apparent conflict) .
- RED FLAGS: None observed specific to Keough—no pledging, no disclosed related-party transactions, no options repricing, and no director options outstanding; compensation committee interlocks absent .