Nigel Stansfield
About Nigel Stansfield
Nigel W. Stansfield is Vice President and Chief Innovation & Sustainability Officer at Interface, Inc. (TILE), age 57, with tenure at the company since 1997 and in his current role since February 1, 2023, following prior leadership of EMEA and Asia-Pacific businesses and global innovation roles . Education is not disclosed in filings. Company performance during 2022–2024 shows improved revenue and EBITDA alongside strong 2024 TSR, aligning with the pay-for-performance framework used in his incentive plans .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Sales ($USD Millions) | $1,297.9 | $1,261.5 | $1,315.7 |
| Adjusted EBITDA ($USD Millions) | $176.1 | $162.0 | $189.0 |
| Interface TSR (Value of $100) | $60.70 | $77.74 | $154.07 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Interface (Firth Carpets acquisition) | Operations Manager (pre-acquisition) → Manufacturing Systems Manager (global systems) | 1997–1999 (Ops Mgr), 1997–1999 (Systems) | Implemented manufacturing software across 7 plants |
| Interface Europe | Operations Director | 1999–2002 | Operations leadership in Europe |
| Interface | European R&D (Sustainability focus) | 2002–2004 | Advanced sustainability initiatives in product/R&D |
| Interface | Product & Innovations Director, Europe | 2004–2010 | Led European product and innovation strategy |
| Interface | SVP Product, Design & Innovation, Europe | 2010–2012 | Scaled innovation leadership across Europe |
| Interface (Global) | VP & Chief Innovations Officer | Mar 2012–Dec 2016 | Global innovation stewardship |
| Interface EMEA | President | Dec 2016–Jan 2019 | Regional P&L leadership |
| Interface EMEA/APAC | President (added Asia-Pacific) | Jan 2019–Feb 1, 2023 | Expanded regional remit; integrated operations |
| Interface (Global) | VP, Chief Innovation & Sustainability Officer | Feb 1, 2023–present | Drives CQuest backings, carbon negative products, and One Interface strategy enablers |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (GBP) | £392,557 | £431,015 | £442,570 (USD disclosure), with base set to £352,000 (+4% merit) |
| Base Salary (USD disclosed) | $392,557 | $431,015 | $442,570 |
| Perquisites – Automobile | $— | $— | $16,307 |
| Perquisites – Telephone | $— | $— | $771 |
| Dividends/Dividend Equivalents Paid | $— | $— | $5,964 |
| Other (life, critical illness, private health insurance) | $— | $— | $18,273 |
Notes:
- 2024 base salary increased to £352,000 (4% merit) per the executive salary table; U.S. proxy shows USD salary totals; Stansfield is paid in GBP with USD conversion for disclosure .
- As a non-U.S. employee, he is ineligible for the company’s U.S. 401(k) and nonqualified savings plans .
Performance Compensation
Annual Cash Bonus (Executive Bonus Plan) – FY 2024
The annual bonus was entirely formulaic based on adjusted operating income (85% weight) and currency-neutral sales (15% weight) with threshold/goal/max and pro-rata payout from 25% at threshold to 175% at max .
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement | Payout Outcome |
|---|---|---|---|---|---|---|---|
| Adjusted Operating Income ($USD) | 85% | $80.778M | $124.274M | $142.915M | $141.4M | 168.9% | 143.6% of bonus potential for this metric |
| Currency-Neutral Sales ($USD) | 15% | $1,172.070M | $1,280.951M | $1,325.789M | $1,317.4M | 161.0% | 24.2% of bonus potential for this metric |
| Overall Bonus Achievement | — | — | — | — | — | ~167.7% | Cash payout: £531,274 (Stansfield) |
Bonus potential for Stansfield was 90% of base salary; payout range 0–175% of bonus potential .
Long-Term Incentives (Equity)
Interface grants performance shares (PSUs) and restricted stock units (RSUs) under the 2020 Omnibus Stock Incentive Plan with double-trigger CIC provisions and 3-year performance/vesting structures; no stock options granted in recent years .
- 2022 Award (Performance shares + time-based restricted stock):
- Metrics: Adjusted EBITDA (75%), 3-year cumulative ROIC (25%), with annual EBITDA attainment and ROIC over 2022–2024; vesting certified Feb 2025 .
- Results: 2024 EBITDA target threshold/goal/max $120.2M/$171.7M/$197.5M; actual $189.0M (167.0% achievement). 3-year ROIC thresholds 8.68%/12.40%/13.64%; actual 12.55% (112.2% achievement). Total award achievement 108.3% (vested Feb 2025) .
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement | Vesting |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA (2024 slice, $USD) | 75% | $120.2M | $171.7M | $197.5M | $189.0M | 167.0% | Certified Feb 2025 |
| 3-year Cumulative ROIC (%) | 25% | 8.68% | 12.40% | 13.64% | 12.55% | 112.2% | Certified Feb 2025 |
| Total Achievement | — | — | — | — | — | 108.3% | Vested Feb 2025 |
-
2023 Award: PSUs tied to a single three-year aggregate adjusted EBITDA formula (2023–2025) and RSUs with ratable vesting; retirement “Rule of 75” provision adopted; shares vest post-certification following FY 2025 .
-
2024 Award: PSUs with three-year (2024–2026) aggregate adjusted EBITDA and RSUs; initial year targets $116.3M/$166.2M/$191.1M; 2024 actual adjusted EBITDA $189.0M; vesting after Committee certification post-FY 2026 .
Grants of Plan-Based Awards in 2024 (Stansfield):
- Grant date: 2/26/2024; RSUs: 24,865 (grant date FV $329,213); PSUs target: 24,865 (threshold 6,216; max 49,730; grant date FV $329,213) .
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($USD) |
|---|---|---|---|---|---|
| Performance Shares (PSUs) | 2-26-24 | 6,216 | 24,865 | 49,730 | $329,213 |
| Restricted Stock Units (RSUs) | 2-26-24 | — | 24,865 | 24,865 | $329,213 |
Clawback: Interface adopted a clawback policy compliant with Nasdaq Rule 5608 and Exchange Act Section 10D to recover excess incentive-based compensation over the prior three fiscal years following an accounting restatement (no-fault) .
Equity Ownership & Alignment
- Beneficial ownership: 80,035 shares of Common Stock; <1% of outstanding .
- Outstanding equity at FY 2024:
- Unvested stock awards: 99,355 shares (market value $2,480,894 at $24.97) .
- Unearned PSUs outstanding: 72,117 shares (market/payout value $1,800,761 at $24.97) .
- Options: None outstanding (no options granted in recent years) .
| Ownership Detail | Count/Value |
|---|---|
| Beneficially owned shares | 80,035 |
| Unvested RSUs/Achieved PS not yet vested | 99,355 ($2,480,894 at $24.97) |
| Unearned PSUs (not yet vested) | 72,117 ($1,800,761 at $24.97) |
| Stock options (exercisable/unexercisable) | None |
Stock Ownership Guidelines: Executives must hold 2× base salary in stock; expected to retain at least half of net after-tax shares upon vesting; all NEOs have met the target . Hedging and pledging are prohibited by policy .
Vesting Schedule (select forward-dated tranches for Stansfield):
| Vest Date | Shares |
|---|---|
| 1/12/2025 | 11,609 |
| 1/24/2025 | 21,332 |
| 2/24/2025 | 8,757 |
| 2/26/2025 | 8,289 |
| 1/12/2026 | 11,609 |
| 2/26/2026 | 8,288 |
| 2/27/2026 | 21,183 |
| 2/26/2027 | 8,288 |
Employment Terms
- Severance Protection & Change-in-Control: Double-trigger CIC; non-compete restrictions 12–24 months depending on termination circumstances; benefits include salary and bonus multiples, prorated bonus, continued health coverage; equity treatment per award terms .
- Tax Equalization: A specific tax equalization agreement was executed for Stansfield (Oct 2024) to neutralize incremental U.S. tax filing/withholding burden due to frequent U.K.–U.S. travel in his role, without violating SOX §402 .
- Pension: Participant in a legacy U.K. defined benefit plan (UK Plan) frozen in March 2010; present value $521,425; annual pension benefit entitlement $31,500 (survivor benefit at 50%); 20 years credited service .
Potential Payments (as of Dec 27, 2024; stock at $24.97)
| Scenario | Base Salary ($) | Bonus ($) | Equity Awards ($) | Benefits ($) | Pension ($) |
|---|---|---|---|---|---|
| Retirement/Resignation | — | $664,300 | — | — | $31,500 |
| Death/Disability | — | $664,300 | $2,395,671 | — | $15,750 / $31,500 |
| Termination with Cause | — | — | — | — | $31,500 |
| Termination without Cause | $442,570 | $1,062,613 | $2,395,671 | $2,227 (health) | $31,500 |
| Termination Following CIC | $885,139 | $1,498,258 | $4,250,927 | $2,227 (health) | $31,500 |
Notes:
- No tax gross-ups; double-trigger CIC across equity/severance agreements .
- Clawback policy in effect post-restatement .
Performance Compensation Details (Plan Structure and Peer Benchmarking)
- Annual bonus potential (2024): 90% of base salary; payouts purely formulaic on adjusted operating income (85%) and currency-neutral sales (15%) .
- LTI metrics emphasize adjusted EBITDA and ROIC (2022 cohort) and aggregate adjusted EBITDA (2023–2026 cohorts), aligning incentives to profitability and capital efficiency .
- Compensation peer group updated in 2024; benchmarking targets overall cash opportunities between the 50th–75th percentile conditional on goal achievement .
Say-on-Pay: 94% shareholder support in 2024, indicating alignment with investor expectations .
Investment Implications
- Alignment and retention: Significant forward vesting (2025–2027) and prohibition on hedging/pledging support long-term alignment while the ownership guideline and retention requirement mitigate near-term selling pressure from tax withholding upon vesting .
- Pay-for-performance credibility: Annual/long-term metrics tied to adjusted operating income, currency-neutral sales, adjusted EBITDA, and ROIC, with documented outperformance in 2024 and certified PSU vesting for the 2022 cycle, reinforce incentive integrity and execution on innovation and margin initiatives .
- Change-in-control economics: Double-trigger CIC reduces windfall risk; however, potential cash/equity acceleration values for Stansfield are meaningful (e.g., ~$1.50M bonus and ~$4.25M equity under CIC termination), which investors should factor into total potential transaction costs .
- Tax equalization: The bespoke tax equalization arrangement stabilizes after-tax compensation amid cross-border duties, limiting friction/retention risk without introducing shareholder-unfriendly loans or gross-ups .
- Legacy pension exposure: U.K. pension obligations to Stansfield are modest relative to equity awards and do not present outsized balance sheet risk ($521k PV; $31.5k annual) .