tile20220330_def14a.htm

DEF 14A 1 tile20220330_def14a.htm FORM DEF 14A tile20220330_def14a.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. _____)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Interface, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Notice of Annual Meeting of Shareholders

WHEN

May 16, 2022

11:00 a.m. Eastern Time

WHERE

Interface, Inc.

1280 West Peachtree Street NW

Atlanta, Georgia 30309

CHANGES IN THE DATE, TIME OR LOCATION OF THE MEETING

On March 13, 2020, the staff of the Division of Corporation Finance and the Division of Investment Management of the U.S. Securities and Exchange Commission (“SEC”) released Staff Guidance to assist issuers’ compliance with federal proxy and annual meeting rules given the public health and economic effects of the coronavirus (COVID-19). Specifically, the guidance covers the procedure for changing the date, time, or location of an annual meeting; the process for holding virtual shareholder meetings; and guidance for shareholders that are unable to attend annual meetings to present proposals. In the event the Company changes the date, time or location of the Annual Meeting pursuant to the guidance, the Company will inform shareholders in a manner as prescribed by the guidance (or any subsequent updates thereto). If you plan to attend our meeting in person, we recommend you check our website (www.interface.com) the week before to see if we have provided any update on the meeting logistics.

ITEMS OF BUSINESS

To elect nine members of the Board of Directors.

To approve, on an advisory basis, executive compensation, often referred to as “say on pay”.

To ratify the appointment of BDO USA, LLP as independent auditors for 2022.

Such other matters as may properly come before the meeting and at any adjournments of the meeting.

RECORD DATE

The Board of Directors set March 18, 2022 as the record date for the meeting. This means that only shareholders of record at the close of business on March 18, 2022 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

	/s/ David B. Foshee
	David B. Foshee
	Secretary

April 6, 2022

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

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TABLE OF CONTENTS

	Page

PROXY STATEMENT SUMMARY	4

NOMINATION AND ELECTION OF DIRECTORS (ITEM 1)	17

Nominees	18
Director Independence	20
Corporate Governance	20
Principal Shareholders and Management Stock Ownership	24

APPROVAL OF EXECUTIVE COMPENSATION (ITEM 2)	26

Compensation Discussion and Analysis	27
Compensation Committee Report	38
Compensation Committee Interlocks and Insider Participation	38
Executive Compensation	39
CEO Pay Ratio	49
2021 Director Compensation	50
Equity Compensation Plan Information	51

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (ITEM 3)	51

Audit Committee Report	52

OTHER INFORMATION	53

General Meeting Information	53
Certain Relationships and Related Transactions	53
Delinquent Section 16(a) Reporting	54
Prohibition on Pledging and Hedging	54
Shareholder Proposals	54
Communicating with the Board	55
“Householding” of Proxy Materials	55
Safe Harbor Statement for Forward-Looking Statements	55
Other Matters That May Come Before the Meeting	55
APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	56

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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. 2022 Annual Meeting of Shareholders ("Annual Meeting") and any postponements or adjournments thereof. This summary highlights certain information contained in this Proxy Statement, but does not contain all of the information you should consider when voting your shares. Please read the entire Proxy Statement carefully before voting.

2022 Annual Meeting Information
Date	Monday, May 16, 2022
Time	11:00 a.m. Eastern Time
Location	Interface, Inc. 1280 West Peachtree Street NW Atlanta, Georgia 30309
Record Date	Friday, March 18, 2022
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 discussed above, the Company will inform shareholders in a manner as prescribed by such guidance.

Voting Items and Vote Recommendation

Item	Board Recommendation	Reasons for Recommendation	More Information
1. To elect nine members of the Board of Directors.	FOR	The Board and the Nominating & 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.	Page 17
2. To approve, on an advisory basis, executive compensation, often referred to as a “say on pay”.	FOR	Our executive compensation program incorporates several compensation governance best practices and reflects our commitment to align pay with performance.	Page 26
3. To ratify the appointment of BDO USA, LLP as independent auditors for 2022.	FOR	Based on its assessment, the Audit Committee believes that the re-appointment of BDO USA, LLP is in the best interests of Interface and our shareholders.	Page 51

Vote in Advance of the Meeting			Vote in Person

Internet	Telephone	Mail
Using the Internet and voting at the website listed on the proxy card and the Notice.	Using the toll-free phone number listed on the proxy card and the Notice.	Signing, dating and mailing a proxy card.	See page 53 for details on attending the Annual Meeting in person.

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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 sheet products, 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 mission called Climate Take Back™, in which we seek to lead industry in designing and making products in ways that will maintain a climate fit for life. 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.

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Our Global Sales and Manufacturing Platform

● Sales and marketing offices in over 50 locations across 25 countries

● Global account management

● Seven manufacturing locations on four continents

● Global supply chain management

● Unique blend of efficiency and custom capabilities

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Our Growth and Value Creation Strategy

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Our Performance

In 2021, our sales and profitability increased versus the prior year, primarily due to a rebound in economic activity in certain countries following the impacts of COVID-19 and notwithstanding inflation and supply chain challenges. In addition to the financial data shown below, the Compensation Discussion and Analysis section of this Proxy Statement contains important measures of our 2021 financial performance.

NET SALES

($ in millions)

GROSS PROFIT and ADJUSTED GROSS PROFIT (NON-GAAP)*

($ in millions)

OPERATING INCOME (LOSS) and ADJUSTED OPERATING INCOME (NON-GAAP)*

($ in millions)

DIULTED EPS and ADJUSTED DILUTED EPS (NON-GAAP) *

*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 2021, we generated strong cash flows and reduced our debt, ending the year with total debt of $518 million and net debt of $421 million.

YEAR END TOTAL DEBT ($ in millions)		YEAR END NET DEBT (NON-GAAP)* ($ in millions)


NET INCOME (LOSS) and ADJUSTED EBITDA (NON-GAAP)* ($ in millions)		YEAR END NET DEBT / ADJUSTED EBITDA (NON-GAAP)*

*See Appendix A for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

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Our Corporate Responsibilities – Environmental, Social and Governance

We believe that sound corporate citizenship and environmental sustainability are critical to our long-term success. We are committed to operating in an ethical and sustainable manner that benefits all stakeholders including shareholders, customers, employees, our communities and our planet. As good corporate citizens, Corporate Responsibility helps drive the Company’s business strategy. Integrity, environmental stewardship, diversity and inclusion, health and safety of our workforce, the recruitment, development and retention of our workforce, and community engagement are among our top priorities. We regularly consult with stakeholders and third-party experts to develop and improve our social and environmental sustainability initiatives. Through these engagements we have advanced our development of various projects and initiatives. You can learn more about our sustainability commitment and current environmental, social and governance (“ESG”) initiatives on our website at interface.com (references to our website here or elsewhere in this Proxy Statement do not make any content on our website part of this Proxy Statement or incorporate website content by reference into this Proxy Statement).

Our Environmental Sustainability Mission

We are a purpose-driven company that is galvanized around a common environmental sustainability mission. In 1994, we commenced a sustainability strategy in which we seek to eliminate any negative impact our Company may have on the environment. In 2016, we went even further by announcing our intent to go from doing no harm to having a positive impact through Climate Take Back, summarized in the graphic below. With this broader initiative, we seek to lead industry in designing and making products in ways that will maintain a climate fit for life. We also have called upon and influenced others to do the same, bringing a voice of aspiration and optimism to global warming.

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Interface is a signatory to the UN Global Compact. Our sustainability goals and activities are aligned with the UN Sustainable Development Goals (SDGs). Interface is regularly recognized for our leadership in sustainability, design and innovation. Recent accolades and achievements include:

●

GlobeScan SustainAbility Leaders Report - Top 4 Leader (1998-2021)

●

UN Global Climate Action Award Winner, Climate Neutral Now Category (2020)

●

Fast Company Top 10 Most Innovative Energy Companies (2020)

●

#1 Green Leader - Floor Focus Top 250 Design Leaders (2020)

●

Floor Covering Weekly’s GreenStep Pinnacle Award Winner (2019)

●

Sustainable Business Awards (Singapore) Winner, Climate Changes & Best Flagship Initiative (2019)

●

Fast Company Timeless Design Award Winner (2018)

In 2021, we set a goal to reduce our CO2 emissions across our Company and supply chain by 2030 with targets validated by the Science Based Targets initiative. Our targets are to reduce our absolute Scope 1 and 2 greenhouse gas emissions 50% by 2030 from a 2019 base year, and to reduce our absolute Scope 3 greenhouse gas emissions from purchased goods and services 50% and from business travel and employee commuting 30% by 2030 from a 2019 base year.

In 2020, we achieved a substantial milestone in our journey toward becoming a sustainable enterprise. We introduced in the Americas our first ever “cradle-to-gate” carbon negative carpet tile products in three unique styles: Shishu Stitch™, Tokyo Texture™, and Zen Stitch™. These pioneering products, which are part of our Embodied Beauty™ collection, are created with a combination of our new CQuestBioX carpet backing (featuring new bio-based materials and more recycled content), specialty yarns and tufting processes that create a carpet tile with a net negative value of “embodied carbon”. Embodied carbon is the carbon footprint (meaning the global warming potential of emissions of greenhouse gases measured in carbon dioxide equivalents) of a product from raw material creation, growth and extraction (the “cradle”) through processing until it is packaged and ready to be shipped from our factory (the “gate”), thus referred to as “cradle-to-gate” in the life cycle assessment of a product. Embodied carbon is distinct from operational carbon, which refers to the carbon footprint of everything that happens after the product leaves our factory, such as shipment, customer use, and end of life.

As part of Climate Take Back, every flooring product we sell globally is made carbon neutral across the entire product lifecycle through a program we call Carbon Neutral Floors™, in which we purchase and retire third party verified carbon offsets.

Measuring Our Progress

Our sustainability mission is made more focused by measuring our progress. In the 25+ years that we have been on our sustainability journey, we have made meaningful progress in eliminating our Company’s negative impact on the environment. Our EcoMetrics™ measurement system is designed to quantify the “metabolism” of our operations. In other words, measuring how much we take, in terms of materials and energy, how much we make, in terms of product, and how much we waste, in terms of wastes and emissions. Some of our sustainability highlights are described below. Additional detailed information including Total Energy Use and Scope 1 Emissions, and measurements of our progress on sustainability can be found in our Climate Disclosure document located on our corporate website, www.interface.com.

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Our Governance Highlights

Our Board of Directors is committed to maintaining strong corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability, and helps build trust in the Company. The Corporate Governance section of this Proxy Statement describes several aspects of our governance framework, which includes the following highlights.

✔	Annual Election of All Directors	✔	Annual Shareholder Engagement Efforts
✔	Resignation Policy for Directors who Fail to Receive Majority Vote	✔	Stock Ownership Guidelines for Executives and Directors
✔	7 of 8 Current Directors are Independent	✔	Prohibition on Pledging and Hedging Company Stock
✔	All Key Committees Comprised Solely of Independent Directors	✔	Code of Business Conduct and Ethics Applicable to Employees and Directors
✔	Executive Sessions of Independent Directors Held Regularly	✔	Annual CEO and Management Succession Planning
✔	Enterprise Risk Management Program Overseen by Audit Committee	✔	Annual Board of Directors Self-Assessment
✔	Lead Independent Director	✔	Annual “Say on Pay” Advisory Vote
✔	Diversity of Experience, Skills and Gender Among Directors	✔	No Poison Pill

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Our Social Responsibility

Interface is a purpose-driven company with a passionate team that shares a unique set of values. We strive to do the right thing and to be genuine and generous with people and our planet. We are committed to an equitable and inclusive culture and achieving this by living our values. Our core values represent who we are, how we see the world, how we treat each other and our external customers and stakeholders, and how we approach our work every day. These core values are:

In 2020, we established a global diversity, equity and inclusion (“DEI”) task force to develop our long-term DEI strategy. We are seeking input from our employees to identify specific areas of opportunity to enhance DEI at our Company, while also engaging in dialogue and making sure that underrepresented voices are being heard. Our goal is to create a more diverse and inclusive company where every employee feels they belong and that they can thrive.

We have created a framework for additional learning, collaboration, and listening opportunities through Inclusion Networks, commonly referred to as employee resource groups or affinity groups in other organizations. Interface is committed to cultivating an inclusive culture built around trust, openness, representation and belonging. Inclusion Networks are an important step in our journey to ensure diverse voices, thoughts, and ideas are shared from all corners of our Interface community. They provide employees with access to leadership, professional development opportunities, and resources. They support our DEI aspirations, and they also provide Interface leadership with a sounding board for success in this area. We recently launched our first Inclusion Network, Women@Interface, and we are excited about our plans to further engage with our employees to advance our DEI aspirations.

Additional information on our social responsibility initiatives can be found on the investor relations section of our website.

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Summary of Item 1 - Election of Directors

In this proposal, shareholders are asked to vote "FOR" each of the following nine nominees.

Nominee Name	Director Since	Independent?	Audit Committee	Compensation Committee	Nominating & Governance Committee
John P. Burke	2013	Yes			✔
Dwight Gibson	2019	Yes		✔
Daniel T. Hendrix	1996	No
Laurel M. Hurd	New	No
Christopher G. Kennedy	2000	Yes			Chair
Joseph Keough	2019	Yes	Chair	✔
Catherine M. Kilbane	2018	Yes	✔		✔
K. David Kohler	2006	Yes			✔
Robert T. O’Brien	New	Yes

One current director, Sheryl D. Palmer, is not standing for re-election. Ms. Palmer currently is the chair of the Compensation Committee and a member of the Audit Committee. Upon Mr. O'Brien's election, he will serve on the Audit Committee.

Summary of Item 2 - Advisory Vote to Approve Executive Compensation

We provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the rules of the SEC. The vote on this resolution is not intended to address any specific element of compensation; rather, the advisory vote relates to the overall compensation of our named executive officers, as well as the philosophy, policies and practices, all as described in this Proxy Statement. The vote is advisory, and therefore it is not binding on the Company, the Compensation Committee or our Board of Directors. We recommend that our shareholders vote "FOR" approval of our executive compensation as described in this Proxy Statement.

Our executive compensation program is generally designed to:

We believe that motivating and rewarding exceptional performance is the overriding principle of our executive compensation program.

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We Do:		We Do Not:

✔	Provide a significant portion of our named executive officers’ total compensation in the form of awards tied to our long-term strategy and our performance.	X	Provide supplemental retirement benefits to our executive officers (other than a legacy arrangement with Mr. Hendrix from his previous tenure as CEO, dating back to 1986).


✔	Require compliance with our Stock Ownership Guidelines, which require that our executive officers own a specified value of shares of the Company’s common stock.	X	Time the grants of equity awards to coordinate with the release of material non-public information, or time the release of material non-public information for the purpose of affecting the value of any named executive officer compensation.


✔	Have a Compensation Committee comprised entirely of independent directors who use an independent consultant retained by the Compensation Committee.	X	Provide tax gross-ups for our named executives.


✔	Have a clawback policy that permits the Company to recover from executives any excess incentive-based compensation resulting from an accounting restatement.	X	Provide excessive perquisites to executives.


✔	Have ongoing consideration and oversight by the Compensation Committee with respect to any potential risks associated with our incentive compensation programs.	X	Have a shareholder rights plan (i.e., poison pill).


✔	Prohibit our associates through our Insider Trading Policy from engaging in hedging transactions in our stock.	X	Pay dividends on unvested performance-based equity awards.


✔	Utilize “double trigger” change-in-control provisions in our equity award and executive severance agreements.

The following sets forth the primary objectives addressed by each component of our executive compensation program:

For more information regarding our compensation, please see our Compensation Discussion and Analysis beginning on page 27.

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Summary of Item 3 - Ratify Appointment of BDO USA, LLP as Independent Auditors

BDO USA, LLP, an independent registered public accounting firm, served as our auditors for 2021. Our Audit Committee has selected BDO USA, LLP to audit our financial statements for 2022. Although it is not required to do so, the Board is submitting the Audit Committee's selection of our independent registered public accounting firm for ratification by the shareholders at the Annual Meeting in order to ascertain the view of our shareholders regarding such selection. Below is summary information about BDO USA, LLP's fees for services during 2021 and 2020:

	2021		2020
Audit Fees	$	2,198,000	$	3,061,000
Audit-Related Fees		75,000		78,000
Tax Fees		59,000		126,000
All Other Fees		--		--
Total	$	2,332,000	$	3,265,000

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NOMINATION AND ELECTION OF DIRECTORS

(ITEM 1)

The Bylaws of the Company provide that the Board of Directors shall consist of a maximum of 15 directors, with the exact number of directors being established by action of the Board taken from time to time. Commencing as of the 2022 Annual Meeting, the Board of Directors has set the number of directors at nine. The term of office for each director continues until the next annual meeting of shareholders and until his or her successor, if there is to be one, has been elected and has qualified.

In the event that any nominee for director withdraws or for any reason is not able to serve as a director, each Proxy that is properly executed and returned will be voted for such other person as may be designated as a substitute nominee by the Board of Directors. Ms. Hurd and Mr. O’Brien are new nominees, and each other nominee is an incumbent director standing for re-election. Each nominee has consented to being named herein and to serve or continue serving as a director if elected or re-elected. One of the Company’s current directors, Sheryl D. Palmer, has decided not to stand for re-election at the Annual Meeting.

Board Skills Matrix

The matrix below summarizes certain of the key experience, skills and attributes that our director nominees bring to the Board to enable the effective oversight of our Company and execution of our business strategy. This matrix highlights the depth and breadth of the skills and experience of our director nominees. Additional details regarding each director nominee’s skills, experience and background are set forth in the individual biographies that follow.

Experience, skills and Attributes	Burke	Gibson	Hendrix	Hurd	Kennedy	Keough	Kilbane	Kohler	O’Brien
C-Suite Executive Management	✔	✔	✔	✔	✔	✔	✔	✔
Industry Knowledge			✔		✔
Accounting & Finance			✔			✔			✔
International Business	✔	✔	✔	✔			✔	✔	✔
Strategy Development	✔	✔	✔	✔	✔	✔		✔	✔
Mergers & Acquisitions		✔	✔	✔			✔	✔	✔
Sales & Marketing	✔	✔		✔				✔	✔
Environmental Sustainability	✔		✔		✔
Corporate Governance & Risk Management							✔		✔

Certain information relating to each nominee proposed by the Board is set forth below. Directors are required to submit an offer of resignation upon experiencing a job change.

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Nominees

	Experience: Since 1997, Mr. Burke has been Chief Executive Officer of Trek Bicycle Corporation, one of the world’s largest manufacturers of bicycles, and a company with a mission to help the world use the bicycle as a simple solution to complex problems. He served as chairman of President George W. Bush’s President’s Council on Physical Fitness & Sports, and is a founding board member of the Bikes Belong Coalition. Mr. Burke also serves on the board of Trek Bicycle Corporation.
John P. Burke	Qualifications and skills: Executive level business experience at a manufacturing company that is focused primarily on sales in the consumer channel and with an emphasis on sustainability and innovation.
Age: 60 Director since 2013 Chief Executive Officer, Trek Bicycle Corporation

	Experience: Mr. Gibson was elected as a director in September 2019. Since June 2021, Mr. Gibson has served as the Chief Executive Officer and as a director of BlueLinx Holdings, Inc., a leading wholesale distributor of building and industrial products in the U.S. Prior to joining BlueLinx, he was the Chief Commercial Officer for SPX FLOW, Inc., a leading global provider of process solutions and components across a variety of sanitary and industrial market applications. Previously, he served as President, Food & Beverage and Industrial Segments (May 2019 to May 2020) and President, Food & Beverage Segment (June 2016 to May 2019) for SPX FLOW. Prior to joining SPX FLOW, Mr. Gibson spent 11 years at HVAC manufacturer Ingersoll Rand.
Dwight Gibson	Qualifications and skills: Mr. Gibson brings to the Board experience in driving growth for purpose-driven global manufacturing companies, particularly in the areas of sales, operations, strategy and executive management.
Age: 47 Director since 2019 Chief Executive Officer, BlueLinx Holdings, Inc.

	Experience: Mr. Hendrix joined the Company in 1983 after having worked previously for a national accounting firm. He was promoted to Treasurer of the Company in 1984, Chief Financial Officer in 1985, Vice President-Finance in 1986, Senior Vice President-Finance in 1995, Executive Vice President in 2000, and President and Chief Executive Officer in July 2001. He was elected to the Board in October 1996, and was elected Chairman of the Board in October 2011. In March 2017, Mr. Hendrix retired from the role of Chief Executive Officer, but continued to serve as non-executive Chairman. In January 2020, Mr. Hendrix was reappointed as President and Chief Executive Officer of the Company. Mr. Hendrix has served as a director of cabinet maker American Woodmark Corporation since May 2005.
Daniel T. Hendrix	Qualifications and skills: Knowledge extending to virtually all aspects of the Company’s business, with a particular emphasis on strategic planning and financial matters, giving him a unique understanding of our strategies and operations. His tenure provides consistent leadership to the Board and facilitates the interrelationship between the Board and the Company’s executive leadership team.
Age: 67 Director since 1996 Chairman and Chief Executive Officer, Interface, Inc.

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	Experience: Ms. Hurd has been appointed as the Company’s next President and Chief Executive Officer, effective April 18, 2022. Ms. Hurd’s employment in this position is scheduled to commence on that date, succeeding Daniel T. Hendrix who will remain with the Company as non-executive Chairman of the Board. Since February 2019, Ms. Hurd has served as Segment President, Learning and Development at global consumer goods company Newell Brands Inc., leading its Baby and Writing businesses. Previously, Ms. Hurd was the Division Chief Executive Officer for Newell Brands’ Writing division starting in February 2018. From 2016 to February 2018, she served as Chief Executive Officer of Newell Brands’ Baby division. From May 2014 until 2016, Ms. Hurd was President of the Baby and Parenting division at Newell Brands, where she oversaw the Calphalon, Goody, and Rubbermaid consumer brands. From 2012 to 2014, Ms. Hurd was Vice President, Global Development for Newell Brands, leading both Marketing and Research & Development for the Graco, Aprica, and Teutonia brands globally. Since August 2021, Ms. Hurd also has served on the board of directors of RV manufacturer Thor Industries, Inc.
Laurel M. Hurd	Qualifications and skills: Extensive executive level experience in sales management, product development, and brand stewardship in both the consumer-packaged goods and the consumer durables sectors.
Age: 52 New Director Nominee Incoming President and Chief Executive Officer, Interface, Inc.

	Experience: Mr. Kennedy is the Chairman of real estate development company Joseph P. Kennedy Enterprises, Inc., and a Managing Member of real estate development company Wolf Point Management LLC. He has served on the board of trustees of Ariel Mutual Funds since 1994, and served on the board of directors of Knoll, Inc. (a leading designer and manufacturer of branded office furniture and textiles) from 2014 to 2021. Mr. Kennedy also serves on the boards of two non-profit organizations and one charitable foundation.
Christopher G. Kennedy	Qualifications and skills: Broad understanding of the fundamentals of our business, having managed more than 10 million square feet of commercial real estate and developed thousands of multi-family residential units, and currently oversees, on behalf of the Kennedy family, the billion-dollar Wolf Point real estate development in Chicago. Insight into our industry sector in his former role as the chief executive of one of the leading tradeshow producers in North America gave him responsibility for industry events that are critical to the go-to-market strategy for the Company. His contacts with leading architectural and design firms as well as the commercial real estate sector require engagement in submarkets that are important to our operations.
Age: 58 Director since 2000 Lead Independent Director Chairman, Joseph P. Kennedy Enterprises, Inc.

	Experience: Mr. Keough was elected as a director in September 2019. He serves as Chairman and Chief Executive Officer of Wood Partners. Wood Partners is one of the nation’s largest multi-family (apartment) real estate companies. Prior to serving as Chief Executive Officer, he served as both Chief Financial Officer and President of Wood Partners. Mr. Keough began his career in consulting, and was a Principal at The Boston Consulting Group, an international strategic consulting firm, and later served as Chief Operating Officer of Fuqua Capital, the vertically integrated family office of the Fuqua family. He currently serves on the board of home builder Meritage Home Corporation, and one private company.
Joseph Keough	Qualifications and skills: Extensive executive level experience in the multi-family residential building industry, including leadership in the areas of finance, accounting, capital markets, real estate development, strategy and operations management.
Age: 52 Director since 2019 Chairman and Chief Executive Officer, Wood Partners

	Experience: Ms. Kilbane retired in 2017 as Senior Vice President of The Sherwin-Williams Company, a Fortune 500 global leader in paints and coatings. She joined Sherwin-Williams in 2013 as Senior Vice President, General Counsel and Secretary. Prior to that, Ms. Kilbane was Senior Vice President and General Counsel from 2003 to 2012 at American Greetings Corporation, one of the world’s largest manufacturers of social expression products. From 1987 to 2003, she was a partner in the general business group at Baker & Hostetler LLP in Cleveland, Ohio. Ms. Kilbane is a director of The Andersons, Inc. (where she also serves as lead independent director), a Fortune 500 diversified agribusiness company in the grain, ethanol, plant nutrient, and rail sectors, and The Davey Tree Expert Company, a provider of residential and commercial tree care services. She also is a member of the board of directors of the Cleveland Clinic Foundation.
Catherine M. Kilbane	Qualifications and skills: Over thirty years of experience in corporate law, extensive experience in mergers and acquisitions, including large, multinational transactions, a solid understanding of ensuring shareholder value through her fourteen years of experience with two publicly traded companies and board member experience with for-profit and non-profit organizations.
Age: 58 Director since 2018 Retired Senior Vice President and General Counsel, The Sherwin-Williams Company

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Experience: Since 2015, Mr. Kohler has served as the President and Chief Executive Officer for Kohler Co., a manufacturer of kitchen and bath products, interior furnishings, engines and power generation systems, and an owner and operator of golf and resort destinations. His previous positions at Kohler include President and Chief Operating Officer (2009-2015), Executive Vice President (2007-2009) and Group President of the Kitchen and Bath Group (1999-2007). He has served as a member of the board of Kohler Co. since 1999, and also is a director of ceramic tile and natural stone manufacturer and distributor Internacional de Cerámica, S.A.B. de C.V., a public company traded on the Mexican Stock Market. Mr. Kohler also serves as a director of the non-profit corporation Green Bay Packers, Inc.

K. David Kohler

Qualifications and skills: Extensive business experience from his service in executive positions at a manufacturing company with international operations and distribution into both commercial and consumer channels.

Age: 55

Director since 2006

President and Chief Executive Officer, Kohler Co.


	Experience: Mr. O’Brien is the Deputy Managing Partner of Growth & Offerings for Deloitte’s Audit & Assurance business (with plans to retire from Deloitte in May 2022). In this position, which Mr. O’Brien has held since August 2019, he oversees acquisitions, business development, client pursuits, marketing and marketplace intelligence activities. From December 2009 to March 2020, Mr. O’Brien served as Deloitte’s Global and U.S. Real Estate Sector leader, developing and executing Deloitte’s real estate sector strategy and leading its activities in consulting, advisory, tax and audit services for real estate clients. Mr. O’Brien has been a partner at Deloitte since 1995, serving in the audit and mergers and acquisitions areas.
Robert T. O’Brien	Qualifications and skills: Over 35 years of experience assisting public and privately held real estate, private equity, hospitality and technology companies execute transactions, grow their businesses, and enhance operations. Extensive experience in accounting and auditing, mergers and acquisitions, and corporate finance, as well as financial reporting, internal control, regulatory, risk, leadership succession and corporate governance best practices. Mr. O’Brien also is a certified public accountant.
Age: 60 New Director Nominee Deputy Managing Partner of Growth & Offerings, Deloitte & Touche LLP

Vote Required and Recommendation of Board

Under the Company’s Bylaws, election of each of the nominees requires a plurality of the votes cast by the Company’s outstanding Common Stock entitled to vote and represented (in person or by proxy) at the meeting. As noted below, however, in an uncontested election, any nominee who does not receive a majority affirmative vote must submit a resignation (which may be conditional) to the Board or its Chair. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE, AND PROXIES EXECUTED AND RETURNED OR VOTED BY TELEPHONE OR INTERNET WILL BE VOTED FOR EACH OF THE NOMINEES UNLESS CONTRARY INSTRUCTIONS ARE INDICATED.

DIRECTOR INDEPENDENCE

For each director, the Board makes a determination of whether the director is “independent” under the criteria established by the Nasdaq Stock Market and other governing laws and regulations. In its review of director independence, the Board considers all commercial, banking, consulting, legal, accounting, charitable or other business relationships any director may have with the Company. The current directors are John P. Burke, Dwight Gibson, Daniel T. Hendrix, Christopher G. Kennedy, Joseph Keough, Catherine M. Kilbane, K. David Kohler, and Sheryl D. Palmer. As a result of its review, the Board has determined that all the current directors, with the exception of Daniel T. Hendrix (who is an employee), are independent.

CORPORATE GOVERNANCE

Board Leadership Structure

We currently have a Lead Independent Director, and a combined Chairman and Chief Executive Officer. Mr. Kennedy serves as Lead Independent Director, and Mr. Hendrix serves as Chairman and Chief Executive Officer. Because our Chairman and Chief Executive Officer is an employee of the Company and therefore not considered “independent” under applicable standards, the Board has appointed Mr. Kennedy to serve as Lead Independent Director. The Board considers it to be useful and appropriate at the current time to have an independent director serve in a lead capacity to promote corporate governance, coordinate the activities of the other independent directors, and perform such other duties and responsibilities as the Board may determine. The specific responsibilities of the Lead Independent Director are as follows:

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Preside at Executive Sessions. Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors.

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Call Meetings of Independent Directors. Has the authority to call meetings of the independent directors.

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Function as Liaison with the Chairman. Serves as the principal liaison on Board-wide issues between the independent directors, and the Chairman and Chief Executive Officer.

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Participate in Flow of Information to the Board such as Board Meeting Agendas and Schedules. Provides the Chairman and Chief Executive Officer with input as to meeting agenda items, advises the Chairman and Chief Executive Officer as to the quality, quantity and timeliness of information sent to the Board, and approves meeting schedules to assure there is sufficient time for discussion of all agenda items.

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Recommends Outside Advisors and Consultants. Recommends the retention of outside advisors and consultants who report directly to the Board.

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Shareholder Communication. Ensures that he is available, if requested by shareholders and when appropriate, for consultation and direct communication.

Meetings and Committees of the Board

The Board of Directors held six meetings during 2021. All the incumbent directors attended at least 75% of the total number of meetings of the Board and any committees of which he or she was a member.

The independent directors meet in regularly scheduled executive sessions without Mr. Hendrix or other members of management present. In 2021, the independent directors met three times in executive session.

The Board of Directors has the following standing committees that assist the Board in carrying out its duties: the Executive Committee, the Audit Committee, the Compensation Committee, and the Nominating & Governance Committee. The following table lists the current members of each committee:

Executive Committee	Audit Committee	Compensation Committee	Nominating & Governance Committee

Daniel T. Hendrix (Chair)	Joseph Keough (Chair)	Sheryl D. Palmer (Chair)	Christopher G. Kennedy (Chair)
Christopher G. Kennedy	Catherine M. Kilbane	Dwight Gibson	John P. Burke
Sheryl D. Palmer	Sheryl D. Palmer	Joseph Keough	Catherine M. Kilbane
			K. David Kohler

Executive Committee. The Executive Committee did not meet during 2021. Except for duties reserved to the other Board committees and for certain other exceptions, the Executive Committee may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the Company.

Audit Committee. The Audit Committee met nine times during 2021. The function of the Audit Committee is to (i) serve as an independent and objective party to review the Company’s financial statements, financial reporting process and internal control system, (ii) review and evaluate the performance of the Company’s independent auditors and internal financial management, and (iii) provide an open avenue of communication among the Company’s independent auditors, management (including internal financial management) and the Board. The Board of Directors has determined that all three members of the Audit Committee are “independent” in accordance with applicable law, including the rules and regulations of the SEC and the rules of the Nasdaq Stock Market, and that each of Ms. Palmer and Mr. Keough is an “audit committee financial expert” as defined by the rules and regulations of the SEC. The Audit Committee operates pursuant to an Audit Committee Charter which was adopted by the Board of Directors and may be viewed on the Investor Relations section of our website, https://investors.interface.com/investor-relations/default.aspx.

Compensation Committee. The Compensation Committee met five times during 2021. The function of the Compensation Committee is to (i) evaluate the performance of the Company’s Chief Executive Officer and other senior executives, (ii) determine compensation arrangements for such executives, (iii) administer the Company’s stock and other incentive plans for key employees, and (iv) review the administration of the Company’s employee benefit plans. The Board of Directors has determined that each member of the Compensation Committee is “independent” in accordance with applicable law, including the rules and regulations of the SEC and the rules of the Nasdaq Stock Market. The Compensation Committee operates pursuant to a Compensation Committee Charter that was adopted by the Board of Directors and may be viewed on the Investor Relations section of our website, https://investors.interface.com/investor-relations/default.aspx. The Compensation Committee’s policies and philosophy are described in more detail below in this Proxy Statement under the heading “Compensation Discussion and Analysis.”

Nominating & Governance Committee. The Nominating & Governance Committee met one time during 2021. The Nominating & Governance Committee assists the Board in establishing qualifications for Board membership and in identifying, evaluating and selecting qualified candidates to be nominated for election to the Board, and monitoring the Company’s activities and practices regarding ESG matters that are significant to the Company. The Nominating & Governance Committee also assists the Board in reviewing and analyzing, and makes recommendations regarding, corporate governance matters, and it also recommends committee assignments for Board members. The Board of Directors has determined that each member of the Nominating & Governance Committee is “independent” in accordance with applicable law, including the rules of the Nasdaq Stock Market. The Nominating & Governance Committee operates pursuant to a Nominating & Governance Committee Charter that was adopted by the Board of Directors and may be viewed on the Investor Relations section of our website, https://investors.interface.com/investor-relations/default.aspx.

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Nominations for Board Service

In the event of a vacancy on the Board, the Nominating & Governance Committee develops a pool of potential director candidates for consideration. The Nominating & Governance Committee seeks candidates for election and appointment with excellent decision-making ability, valuable and varied business experience and knowledge, and impeccable personal integrity and reputations. The Committee does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experience in evaluating candidates for Board membership, in an effort to obtain a variety of viewpoints in the Board’s proceedings. The Nominating & Governance Committee considers whether candidates are free of constraints or conflicts which might interfere with the exercise of independent judgment regarding the types of matters likely to come before the Board, and have the time required for preparation, participation and attendance at Board and committee meetings. Other factors considered by the Nominating & Governance Committee in identifying and selecting candidates include the needs of the Company and the range of talent and experience already represented on the Board. The Nominating & Governance Committee solicits suggestions from other members of the Board, Company management, and occasionally outside search firms, regarding persons to be considered as possible nominees. Shareholders who wish the Nominating & Governance Committee to consider their recommendations for director candidates should submit their recommendations in writing to the Nominating & Governance Committee, in care of the office of the Chairman of the Board, Interface, Inc., 1280 West Peachtree Street NW, Atlanta, GA 30309. Recommendations should include the information which would be required for a “Shareholder Proposal” as set forth in Article II, Section 9 of the Company’s Bylaws. Director candidates who are recommended by shareholders in accordance with these procedures will be evaluated by the Nominating & Governance Committee in the same manner as director candidates recommended by the Company’s directors, management and outside search firms.

Shareholder Outreach Programs

In each of the past three years, we have conducted one or more shareholder outreach programs per year, with the most recent taking place in late 2021 through early 2022. In that program, we requested conference calls with each of our top 25 shareholders, representing approximately 70% of outstanding shares, and we held conference calls with each shareholder that accepted our request, representing approximately 10% of outstanding shares. During the outreach program, which was led by the Company’s Chairman Dan Hendrix, we discussed with shareholders various proxy and Company related issues and areas of shareholder interest – such as the Company’s corporate governance practices, executive compensation philosophy and practices, and ESG initiatives.

Majority Vote Resignation Policy for Director Elections

Pursuant to governing law and documents, including the Company’s Bylaws as noted above, in most cases the Company's directors are elected by a plurality of the votes cast. Although nominees who receive the most votes for the available positions will generally continue to be duly elected, the Board of Directors has adopted a resignation policy applicable to nominees who fail to receive the affirmative vote of a majority of the votes cast in an uncontested election for directors. (This policy does not alter the applicable legal standards.) The policy requires that a nominee who does not receive a majority affirmative vote in an uncontested election promptly will tender, to the Board or its Chair, their resignation from the Board and committees on which the director serves. The resignation may be conditioned upon Board acceptance. If it is not so conditioned, the resignation must specify that it is effective immediately on delivery.

A “majority affirmative vote” means that the votes cast “for” a nominee’s election exceed those voted "withhold", with broker and other non-votes not being considered “votes cast.” You have been provided with options to vote “for” or “withhold” from each Director nominee. However, neither a “withhold” vote nor declining to vote for directors (assuming the presence of a quorum) affects whether a director nominee in an uncontested election is legally elected under the plurality vote standard (provided such nominee receives at least one “for” vote). But a “withhold” vote is considered in determining whether a director who is legally elected has received a “majority affirmative vote” for purposes of the resignation policy

The Nominating & Governance Committee of the Board will consider any resignation conditioned upon Board acceptance, including any information provided by the Director, and within 60 days of the shareholder meeting at which the Director failed to receive a majority affirmative vote, will recommend to the full Board what action to take on the Director’s resignation. The Nominating & Governance Committee may recommend, among other things, acceptance or rejection of the resignation, delayed acceptance pending the recruitment and election of a new director or rejection of the resignation in order to address the underlying reasons for the Director’s failure to receive the majority affirmative vote of the shareholders. The policy provides for the Board to act on the Nominating & Governance Committee’s recommendation within 90 days following the shareholder meeting.

In considering a conditional resignation, the Nominating & Governance Committee and the Board may consider those factors it deems relevant to its recommendation, including but not limited to the underlying reasons for the failure of the Director to receive a majority affirmative vote, the tenure and qualifications of the Director, the Director’s past and expected future contributions, other policies and the overall composition of the Board, including whether accepting the resignation would cause the Company to fail to meet legal or stock market requirements.

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Following the Board’s decision, the Company will publicly announce the Board’s decision regarding any conditional resignation. A resigning Director cannot participate in committee or Board decisions regarding their resignation, except in certain cases where multiple directors have failed to receive majority affirmative votes, which circumstances are described in the full policy posted in the Investor Relations section of our website, https://investors.interface.com/investor-relations/default.aspx. The preceding summary of the policy is qualified in its entirety by reference to the full policy.

Enterprise Risk Management

The Company maintains a formal and robust Enterprise Risk Management (“ERM”) program. The Company’s ERM program is based on the Enterprise Risk Management – Integrated Framework defined by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), although tailored to the Company’s specific risk profile and needs. The Company’s ERM program is managed by a risk committee comprised of executive officers and other senior managers, is administered by the Company’s Director of Internal Audit, and is overseen by the Audit Committee pursuant to authority delegated by the Board of Directors in the Audit Committee Charter. The Company’s program includes a continuous process of identifying, assessing, addressing, monitoring and reporting on the risks that pose the greatest threats to the Company. As part of that process, the management risk committee conducts an annual survey of the Company’s top global leaders (and, beginning in 2022, its Board of Directors) to assess the likelihood, potential impact and velocity of a large number of potential risks and to help identify emerging risks. The management risk committee meets quarterly to monitor the key identified risks and how they are being addressed, which may include, depending on the circumstances, mitigating, sharing, accepting or avoiding the risk. The management risk committee and Director of Internal Audit report to the Audit Committee quarterly on significant developments and key elements of the program.

In addition, the Board receives quarterly reports on other elements of risk that may potentially affect the Company, as identified and presented by management. The Board also assists in the Company’s risk oversight through its various committees described above. For example, the Audit Committee assists in overseeing the specific risks that relate to the Company’s financial statements, financial reporting process and internal control system. In that regard, the Company’s Director of Internal Audit and outside auditors report directly to the Audit Committee. The Nominating & Governance Committee assists in overseeing risk related to the Company’s corporate governance practices as well as the performance of individual Board members and committees, while the Compensation Committee assists in overseeing risk as it relates to the Company’s executive compensation program and practices.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that provide the framework for the governance of the Company. Our Corporate Governance Guidelines are available on the Investor Relations section of our website, https://investors.interface.com/investor-relations/default.aspx and will also be made available to shareholders without charge upon request in writing to our corporate Secretary at Interface, Inc., 1280 West Peachtree Street NW, Atlanta, Georgia 30309.

Code of Business Conduct & Ethics

The Board has adopted a Code of Business Conduct & Ethics that applies to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code is publicly available on the Investor Relations section of our website, https://investors.interface.com/investor-relations/default.aspx and will also be made available without charge to any person upon request in writing to our corporate Secretary at Interface, Inc., 1280 West Peachtree Street NW, Atlanta, Georgia 30309. We intend to disclose amendments to, or waivers from, provisions of the Code that apply to any director or principal executive, financial or accounting officers on our website at www.interface.com, in lieu of disclosing such matters in Current Reports on Form 8-K.

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PRINCIPAL SHAREHOLDERS AND MANAGEMENT STOCK OWNERSHIP

The following table sets forth, as of March 18, 2022 (unless otherwise indicated), beneficial ownership of the Company’s Common Stock by: (i) each person, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, (ii) each director and nominee for director, (iii) each person who served as the Company’s Chief Executive Officer or Chief Financial Officer, and the next three most highly compensated executive officers, during 2021 (the “Named Executive Officers”), and (iv) all executive officers and directors of the Company as a group. Due to the nature of the awards, performance shares awarded to the Company’s executive officers are not included in beneficial ownership of Common Stock. Unless otherwise noted, the business address for each beneficial owner is the Company’s corporate headquarters located at 1280 West Peachtree Street NW, Atlanta, Georgia 30309.

Beneficial Owner (and Business Address of 5% Owners)	Title of Class	Amount and Nature of Beneficial Ownership			Percent of Class(1)

Barrow Hanley Global Investors 2200 Ross Avenue, 31^st Floor Dallas, Texas 75201-2761	Common Stock		3,854,133	(2)(3)		6.5	%

BlackRock, Inc. 55 East 52^nd Street New York, New York 10055	Common Stock		9,484,692	(2)(4)		16.0	%

Capital World Investors 333 South Hope Street, 55^th Floor Los Angeles, California 90071	Common Stock		4,721,060	(2)(5)		8.0	%

Frontier Capital Management Co., LLC 99 Summer Street Boston, Massachusetts 02110	Common Stock		3,721,656	(2)(6)		6.3	%

The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355	Common Stock		6,355,727	(2)(7)		10.7	%

John P. Burke	Common Stock		50,053	(8)		*

David B. Foshee	Common Stock		134,094	(9)		*

Dwight Gibson	Common Stock		27,020	(10)		*

Bruce A. Hausmann	Common Stock		154,456	(11)		*

Daniel T. Hendrix	Common Stock		354,802	(12)		*

Laurel M. Hurd		None				N/A

Christopher G. Kennedy	Common Stock		159,776	(13)		*

Joseph Keough	Common Stock		27,020	(14)		*

Catherine M. Kilbane	Common Stock		30,570	(15)		*

K. David Kohler	Common Stock		76,053	(16)		*

Robert T. O’Brien		None				N/A

Sheryl D. Palmer	Common Stock		41,003	(17)		*

James L. Poppens	Common Stock		52,143	(18)		*

Nigel Stansfield	Common Stock		126,059	(19)		*

All executive officers and directors (12 persons)	Common Stock		1,233,049	(20)		2.1	%

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*	Less than 1%.

(1)

Percent of class is based on 59,330,565 shares outstanding on March 18, 2022 and is calculated assuming that the beneficial owner or group of beneficial owners has exercised any conversion rights, options or other rights to subscribe held by such beneficial owner that are exercisable within 60 days of March 18, 2022, and that no other conversion rights, options or rights to subscribe have been exercised by anyone else.

(2)

Based upon information included in statements as of December 31, 2021 provided to the Company and filed with the SEC by such beneficial owners.

(3)

Barrow Hanley Global Investors in an investment advisor, and states that it has sole voting power over 2,923,400 of such shares, shared voting power over 930,733 of such shares, and sole dispositive power over all such shares.

(4)

According to BlackRock, various persons have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of such shares, and only one such person’s (iShares Core S&P Small-Cap ETF) interests in such shares exceeds 5% of the total outstanding shares of Common Stock. It states that it has sole voting power with respect to 9,332,899 of such shares, and sole dispositive power with respect to all such shares.

(5)

Capital World Investors is an investment advisor, and states that such shares include beneficial ownership by SMALLCAP World Fund, Inc. of more than 5% of the total outstanding shares of Common Stock.

(6)

Frontier Capital Management Co., LLC is an investment advisor, and states that it has sole voting power with respect to 1,902,566 of such shares and sole dispositive power with respect to all such shares.

(7)

The Vanguard Group, Inc. is an investment advisor, and states that it has shared voting power with respect to 79,651 of such shares, sole dispositive power with respect to 6,238,012 of such shares, and shared dispositive power with respect to 117,715 of such shares.

(8)

Includes 7,547 restricted shares.

(9)

Includes 56,406 restricted shares.

SEC Form DEF 14A filed by Interface Inc.