Interface : 2024 Annual Report 2025 Proxy Statement
TILE
NOTICE OF 2025
ANNUAL MEETING
OF SHAREHOLDERS & PROXY STATEMENT
Notice of Annual Meeting of Shareholders
WHEN
May 15, 2025
9:00 a.m. Eastern Time
WHERE
Interface, Inc.
1280 West Peachtree Street NW
Atlanta, Georgia 30309
ITEMS OF BUSINESS
RECORD DATE
The Board of Directors set March 14, 2025 as the record date for the meeting. This means that only shareholders of record at the close of business on March 14, 2025 will be entitled to receive notice of and to vote at the meeting or any adjournments of the meeting.
By Order of the Board of Directors
David B. Foshee
Secretary
April 1, 2025
PLEASE PROMPTLY COMPLETE AND RETURN A PROXY CARD
OR USE TELEPHONE OR INTERNET VOTING PRIOR TO THE MEETING SO THAT YOUR VOTE
MAY BE RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
Page 2
TABLE OF CONTENTS
Page
PROXY STATEMENT SUMMARY
4
NOMINATION AND ELECTION OF DIRECTORS (ITEM 1)
13
Nominees
14
Director Independence
17
Corporate Governance
18
Principal Shareholders and Management Stock Ownership
22
APPROVAL OF EXECUTIVE COMPENSATION (ITEM 2)
24
Compensation Discussion and Analysis
25
Compensation & Talent Development Committee Report
35
Compensation & Talent Development Committee Interlocks and Insider Participation
35
Executive Compensation
36
CEO Pay Ratio
46
Pay Versus Performance
47
Director Compensation
51
Equity Compensation Plan Information
52
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3)
53
Audit Committee Report
54
OTHER INFORMATION
55
General Meeting Information
55
Certain Relationships and Related Transactions
55
Insider Trading Policy/Prohibition on Pledging and Hedging
56
Shareholder Proposals
56
Communicating with the Board
57
"Householding" of Proxy Materials
57
Safe Harbor Statement for Forward-Looking Statements
57
Other Matters That May Come Before the Meeting
57
APPENDIX A - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
58
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PROXY STATEMENT SUMMARY
The Board of Directors ("Board") of Interface, Inc. (the "Company," "we," "us," "our" or "Interface") is furnishing this Proxy Statement and soliciting proxies in connection with the proposals to be voted on at the Interface, Inc. 2025 Annual Meeting of Shareholders ("Annual Meeting") and any postponements or adjournments thereof. This summary highlights certain information contained in this Proxy Statement, but it does not contain all of the information you should consider when voting your shares. Please read the entire Proxy Statement carefully before voting.
2025 Annual Meeting Information
Date
Thursday, May 15, 2025
Time
9:00 a.m. Eastern Time
Location
Interface, Inc.
1280 West Peachtree Street NW
Atlanta, Georgia 30309
Record Date
Friday, March 14, 2025
Stock Symbol
TILE
Stock Exchange
NASDAQ
Corporate Website
www.interface.com
In the event the Company changes the date, time or location of the Annual Meeting pursuant to the guidance issued by the SEC, the Company will inform shareholders in a manner as prescribed by such guidance.
Voting Items and Vote Recommendation
Board
Item
Recommendation
Reasons for Recommendation
More Information
1. To elect ten members of the Board
FOR
The Board and the Nominating &
Page 13
of Directors.
Governance Committee believe our
nominees possess the skills, experience and
qualifications to effectively monitor
performance, provide oversight and support
management's execution of the Company's
long-term strategy.
2. To approve, on an advisory basis,
FOR
Our executive compensation program
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executive compensation, often
incorporates many compensation
referred to as a "say on pay."
governance best practices and reflects our
commitment to align pay with performance.
3. To ratify the appointment of Ernst
FOR
Based on its assessment, the Audit
Page 53
& Young LLP as the Company's
Committee believes that the appointment of
Independent Registered Public
Ernst & Young LLP is in the best interests of
Accounting Firm for 2025.
Interface and our shareholders.
Vote in Advance of the Meeting
Vote in Person
Internet
Telephone
Using the Internet and voting
Using the toll-free phone
Signing, dating and mailing a
See page 55 for details on
at the website listed on the
number listed on the proxy
proxy card.
attending the Annual Meeting
proxy card and the Notice.
card and the Notice.
in person.
Page 4
Our Company
Who We Are
We are a worldwide leader in design, production and sales of commercial flooring, such as carpet tile, luxury vinyl tile, and rubber tile and sheet products. Our flooring systems help customers create beautiful interior spaces while positively impacting those who use them and our planet. We are committed to the pursuit of sustainability and minimizing our impact on the environment while enhancing shareholder value. This commitment is exemplified by our decision to go 'all in,' where we focus on continuing to avoid, reduce, and store as much carbon as we can in the manufacture of our products, our business operations, and our supply chain. We believe Interface has for decades been the most environmentally conscious company in the global flooring industry, and we remain committed to leading the industry in sustainability, design and innovation.
Our Global Sales and Manufacturing Platform
∙
Physical presence in 18 countries
∙
Global account management
∙
Six manufacturing locations on four continents
∙
Global supply chain management
Americas
Europe
Asia-Pacific
61%
29%
10%
of Net Sales
of Net Sales
Note: Figures represent Fiscal Year 2024
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Our Performance
In addition to the financial data shown below, the Compensation Discussion and Analysis section of this Proxy Statement contains important measures of our 2024 financial performance.
NET SALES
GROSS PROFIT and
($ in millions)
ADJUSTED GROSS PROFIT (NON-GAAP)*
($ in millions)
$1,261
$1,316
$446
$441
$488
$483
2023
2024
2023
2024
Gross Profit
Adj Gross Profit
OPERATING INCOME and
DILUTED EPS and
ADJUSTED OPERATING INCOME (NON-GAAP)*
ADJUSTED DILUTED EPS (NON-GAAP)*
($ in millions)
$141
$1.46
$116
$134
$1.48
$105
$1.00
$0.76
2023
2024
2023
2024
Operating Income
Adj Operating Income
Diluted EPS
Adj Diluted EPS
*Please see Appendix A for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures and an explanation of why we believe non-GAAP measures provide useful information to shareholders and the additional purposes for which we use non-GAAP measures.
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Our Capital Structure
We believe we have a strong capital structure and the financial resources to deliver on our strategic initiatives. During 2024, we generated strong cash flows and repaid $115 million of debt. We ended the year with total debt of $303 million and net debt of $204 million.
YEAR END TOTAL DEBT
YEAR END NET DEBT (NON-GAAP)*
($ in millions)
($ in millions)
$700 $600 $500 $400 $300 $200 $100
$0
$500
$577
$518
$520
$450
$400
$417
$350
$300
$303
$250
$200
$150
$100
$50
2020
2021
2022
2023
2024
$0
$474
$421 $423
$307
$204
2020
2021
2022
2023
2024
NET INCOME (LOSS) and ADJUSTED EBITDA (NON-GAAP)* ($ in millions)
$250
$200
$169
$176
$189
$162
$150
$146
$100
YEAR END NET DEBT / ADJUSTED EBITDA (NON-GAAP)*
3.5x
3.2x
3.0x
2.5x
2.5x
2.4x
2.0x
1.9x
$50
$55
$87
$0
$20
$45
($72)
($50)
($100)
1.5x
1.0x
0.5x
0.0x
1.1x
2020
2021
2022
2023
2024
Net Income
Adjusted EBITDA
2020 2021 2022 2023 2024
Total Debt /
(8.0x)
9.4x
26.6x
9.4x
3.5x
Net Income
*See Appendix A for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.
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Environmental, Social and Governance (ESG)
Interface embraces and supports core values in the areas of human rights, labor standards, environmental responsibility, and ethical practices. We have policies and actions in place that demonstrate our commitment to ESG and operating in an ethical and more sustainable manner that benefits all stakeholders - employees, customers, shareholders, and the environment. Our journey to more sustainable business practices is ongoing, guided by a purpose-driven culture and an emphasis on transparency.
Our Board of Directors oversees all areas of the overall ESG commitments at Interface. Our Nominating and Governance Committee, chaired by our Chairman, is responsible for monitoring and advising the Company's management regarding environmental, social, and related governance matters that are significant to the Company. In addition, Interface has adopted an integrated, strategic approach to ensuring effective management of climate strategy and measurement, including oversight and monitoring by our Chairman and the Board's Innovation & Sustainability Committee.
Recent ESG Highlights include:
ENVIRONMENTAL
SOCIAL
GOVERNANCE
To learn more about our progress to reduce environmental impacts, cultivate social responsibility, and operate with strong governance, please see our 2023 Impact Report. (Our Impact Report is not a part of this Proxy Statement.)
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Disclaimer
Interface Inc. published this content on April 09, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 09, 2025 at 12:51 UTC.