Robert O'Brien
About Robert T. O’Brien
Robert T. O’Brien, age 63, has served on Interface, Inc.’s Board since 2022 and is an independent director. He is a retired Deloitte partner (1995–2022), most recently Deputy Managing Partner of Growth & Offerings for Deloitte’s Audit & Assurance business, and previously Global and U.S. Real Estate Sector Leader; he is a Certified Public Accountant (CPA) . O’Brien chairs Interface’s Audit Committee and is a member of the Innovation & Sustainability Committee; the Board has determined he is independent under Nasdaq rules and an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Deputy Managing Partner, Growth & Offerings, Audit & Assurance | Aug 2019 – May 2022 | Oversaw acquisitions, business development, client pursuits, marketing, and marketplace intelligence |
| Deloitte (Global/U.S.) | Global and U.S. Real Estate Sector Leader | Dec 2009 – Mar 2020 | Led sector strategy and activities across consulting, advisory, tax, and audit for real estate clients |
| Deloitte | Partner (Audit, M&A) | 1995 – 2022 | Extensive experience in accounting, auditing, M&A, corporate finance, financial reporting, internal control, regulatory and risk practices |
External Roles
| Organization | Role |
|---|---|
| None disclosed | — |
No current public company directorships or external board positions are disclosed for O’Brien in the proxy .
Board Governance
- Independence: Board determined O’Brien is independent (all current directors except Ms. Hurd and Mr. Hendrix) .
- Committee assignments: Audit Committee Chair; Innovation & Sustainability Committee member .
- Financial expert: Audit Committee determined all three members, including O’Brien (Chair), qualify as “audit committee financial experts” .
- Attendance: Board held 4 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings of which they were members. Independent directors held two executive sessions in 2024 .
- Board leadership: Separate independent Chairman (Christopher G. Kennedy) and CEO structure effective Mar 13, 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 106,036 | Base annual director fee $80,000; committee membership fees and chair premiums apply (Audit chair +$20,000; committee membership +$7,500) |
| All other compensation | 357 | Dividends on restricted shares at $0.01 per share per quarter |
| Total cash and other | 106,393 | Sum of cash fees + other |
Performance Compensation
| Grant Year | Instrument | Shares (#) | Grant-Date Fair Value ($/share) | Total Grant-Date Fair Value ($) | Vesting/Status |
|---|---|---|---|---|---|
| 2024 | Restricted stock | 7,015 | 16.22 | 113,783 | Unvested at 12/29/2024 (standard director grants; vesting schedule not specified) |
- Directors did not receive options in recent years; none outstanding at 2024 year-end .
- Dividends paid on restricted stock at $0.01 per share per quarter; dividend equivalents reflected in “All Other Compensation” .
Performance metrics tied to director compensation: Not applicable/disclosed (director equity grants are time-based; no performance conditions indicated) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | None disclosed |
Compensation Committee interlocks: None involving Interface executives and Compensation Committee members; O’Brien is not on the Compensation Committee .
Expertise & Qualifications
- Skills matrix: Accounting & Finance; International Business; Strategy Development; Mergers & Acquisitions; Corporate Governance & Risk Management .
- CPA credential; 35+ years assisting public and private companies with transactions, growth, operations, financial reporting, controls, risk, leadership succession, and governance best practices .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert T. O’Brien | 30,065 | * (<1%) | Includes 7,015 restricted shares |
- Director stock ownership guidelines: Directors required to hold 2,000 unrestricted shares; all current directors have met the standard .
- Hedging/pledging: Prohibited for officers and directors by insider trading policy and stock ownership policies .
- Ownership alignment: Outside director equity grants plus personal holdings; dividends paid on restricted stock .
Governance Assessment
- Audit oversight strength: As Audit Committee Chair and an SEC-defined “financial expert,” O’Brien enhances financial reporting oversight; Audit Committee met 10 times in 2024 and all members are independent .
- Independence and engagement: Independent status; Board attendance threshold met; participates in executive sessions via independent directors’ meetings .
- ESG oversight participation: Member of Innovation & Sustainability Committee, supporting board-level sustainability governance .
- Director pay mix: Balanced with cash retainer plus time-based restricted stock; no option grants or performance-based director equity; standard committee chair/member cash premiums; dividends modest .
- Ownership alignment: Meets director ownership guideline; hedging/pledging prohibited, supporting alignment and risk mitigation .
- Potential conflicts: No related-party transactions disclosed for O’Brien; the only disclosed related-person transaction involves employment of a director’s family member (Hendrix’s son), not O’Brien .
- Shareholder signals: Say-on-pay support ~94% in 2024, indicating favorable investor sentiment on compensation governance; Pearl Meyer engaged as independent consultant, with no conflicts, for peer benchmarking .
RED FLAGS: None disclosed for O’Brien. No hedging/pledging, no related-party exposure, and strong audit credentials reduce governance risk .