MOHAWK INDUSTRIES INC (MHK)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MOHAWK INDUSTRIES INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Dr. Bogart has served since May 2011 and is independent; MHK's 3-year total return is approximately flat (0%) versus the peer group median of +2.4%, a gap of only -2.4 percentage points, well below the 35-point threshold required to trigger an against vote, and she has no overboarding, attendance, or independence concerns.
Mr. Lorberbaum is the CEO and Chairman and has served since March 1994; the 3-year TSR gap versus the company-disclosed peer group median is only -2.4 percentage points, far below the 35-point trigger threshold for his absolute TSR band, so the TSR trigger does not fire, and no other policy flags apply.
Mr. Thiers joined the board in February 2024, which is less than 24 months ago as of the 2026 annual meeting, making him exempt from the TSR performance trigger under the new-director exemption, and no other policy flags apply.
All three Class I nominees pass policy screens: the TSR gap versus the company-disclosed peer group is only -2.4 percentage points over three years, well below the 35-point trigger; Mr. Thiers is exempt as a director who joined within the past 24 months; and no overboarding, attendance, independence, or familial-relationship flags are present.
Say on Pay
✓ FORCEO
Jeffrey S. Lorberbaum
Total Comp
$5,184,782
Prior Support
91%%
CEO total compensation of approximately $5.2 million is modest for a company of MHK's size — the proxy itself discloses that Lorberbaum's total direct compensation was below the 25th percentile of the company's own peer group — meaning pay level is clearly within benchmark. The program is well-structured for performance alignment: approximately 71% of the CEO's target compensation is variable, performance conditions include TSR versus the S&P 500, EPS, and EBITDA metrics, and the TSR component correctly paid out nothing for 2024 because the company ranked at the 16th percentile. Prior year say-on-pay support was 91%, the company has a meaningful clawback policy in place, and no pay-for-performance misalignment flags are present given that incentive pay is running at or below benchmark levels.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$11,333,000
Non-Audit Fees
$286,000
Non-audit fees (audit-related $243K + tax $8K + other $35K = $286K) represent approximately 2.5% of audit fees ($11,333K), well below the 50% threshold that would trigger a no vote; auditor tenure is not disclosed in the filing so no tenure trigger fires; KPMG is a Big 4 firm appropriate for a company of MHK's size and complexity; and no material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal — Majority Vote Standard
John Chevedden is a well-known individual governance activist with a long track record of submitting shareholder-friendly governance proposals, and this proposal asks the company to replace supermajority voting requirements with simple majority standards — a mainstream governance improvement that directly benefits shareholders by making it easier to enact changes that most shareholders support. The company's defense — that only one provision requires an 80% supermajority — actually confirms the problem: an 80% threshold to change the number of directors or the classified board structure is a significant entrenchment mechanism that insulates the board from shareholder influence, and the academic research cited in the proposal (Harvard Law School) supports this view. While the company argues the supermajority protects minority shareholders from large holders, this rationale does not override the general principle that majority rule is the appropriate default in a well-governed public company.
Overall Assessment
The 2026 Mohawk Industries annual meeting ballot is straightforward: all three director nominees pass the TSR and governance screens, KPMG's non-audit fee ratio is minimal and ratification is supported, and CEO pay is below the 25th percentile of peers with a well-structured performance-linked program warranting a FOR on say-on-pay. The one stockholder proposal — a request to eliminate the company's 80% supermajority voting requirement for board structure changes — merits support as a mainstream governance improvement submitted by a credible activist filer.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing