INTERFACE INC (TILE)
Sector: Industrials
2026 Annual Meeting Analysis
INTERFACE INC · Meeting: May 19, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Members of the Board of Directors
Burke has served since 2013 with no overboarding concerns, no attendance issues, and TILE's 3-year return of +226.1% outpaces the disclosed peer group median by +238.0 percentage points, far exceeding the 65-point threshold needed to trigger a negative vote.
Gibson has served since 2019 with no overboarding concerns, no attendance issues, and TILE's strong outperformance versus the peer group means the TSR trigger does not fire; he brings relevant manufacturing and commercial operations experience.
Hendrix is a non-independent director but serves only on the Innovation & Sustainability Committee and the Executive Committee, not on the audit or compensation committees, so no independence-on-committee concern exists; TILE's TSR outperformance means the TSR trigger does not fire.
Hurd is the sitting CEO and a non-independent director serving on the Executive Committee only, not on audit or compensation committees; TILE's 3-year return of +226.1% far exceeds the peer group median, so the TSR trigger does not fire, and the Say on Pay analysis passes separately.
Kennedy has served since 2000 as the independent Chairman with no overboarding concerns, no attendance issues, and TILE's strong TSR outperformance versus peers means the TSR trigger does not apply.
Keough has served since 2019 with no overboarding concerns, no attendance issues, and TILE's peer-relative TSR outperformance is well above the threshold needed to trigger a negative vote.
Kilbane has served since 2018, chairs the Compensation Committee and serves on the Innovation & Sustainability Committee; no overboarding or attendance concerns and TILE's TSR outperformance means no TSR trigger fires.
Kohler is a sitting CEO of Kohler Co. and has served on TILE's board since 2006; he holds no other public board seats outside of a Mexican-listed company, so the two-outside-board limit for sitting CEOs is not exceeded, and TILE's strong TSR outperformance means the TSR trigger does not fire.
Marcus joined in 2023 and has served less than 24 months at the time this proxy was filed, making her exempt from the TSR trigger under the new-director exemption; she brings relevant commercial real estate expertise.
O'Brien has served since 2022, chairs the Audit Committee and is a certified public accountant satisfying the financial expertise requirement; TILE's strong TSR outperformance versus peers means no TSR trigger fires.
All ten director nominees receive a FOR vote. TILE's 3-year price return of +226.1% outpaces the disclosed peer group median by +238.0 percentage points, far exceeding the 65-point threshold required to trigger a negative vote even for long-tenured directors. No overboarding, attendance, independence-on-committee, or familial relationship concerns were identified. The board discloses a skills matrix and all audit committee members have financial expertise. K. David Kohler is a sitting CEO but holds only one additional public company board seat, within the policy limit.
Say on Pay
✓ FORCEO
Laurel M. Hurd
Total Comp
$5,651,488
Prior Support
91%%
CEO Laurel Hurd received total compensation of $5,651,488, which is reasonable for the head of a $1.5 billion consumer cyclical company; the proxy discloses that base salary represented only 17% of her total pay, well within the policy's requirement that fixed pay not dominate. The compensation program is heavily performance-based — annual bonuses are tied to pre-set adjusted operating income and currency-neutral sales targets, and long-term equity grants split between time-based restricted stock units and performance stock awards measured over three-year periods using adjusted EBITDA and return on invested capital — meaning the incentive structure has meaningful, measurable conditions. The prior Say on Pay vote received 91% support, there are no concerns about the clawback policy (which is explicitly disclosed and covers all Section 16 officers), and TILE's 3-year TSR of +226.1% substantially outperforms its peer group, confirming that above-target bonuses paid at 152.2% of opportunity are well aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
1 yrs
Audit Fees
$2,454,170
Non-Audit Fees
$97,164
EY was newly appointed for fiscal year 2025 (replacing BDO USA), so tenure is approximately one year and well below the 25-year threshold that would raise independence concerns. Non-audit fees (tax fees of $91,964 plus other fees of $5,200) total $97,164, which is only about 4% of audit fees of $2,454,170 — far below the 50% threshold that would trigger a negative vote. EY is a Big 4 firm appropriate for a $1.5 billion market-cap company.
Overall Assessment
The 2026 Interface Inc. annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. Interface's exceptional 3-year total shareholder return of +226.1%, which beats the company's own disclosed peer group median by 238 percentage points, means no TSR-based concerns arise for any director, and the executive compensation program is well-structured with meaningful performance conditions and strong prior shareholder support.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing