UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

MOHAWK INDUSTRIES, 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)all boxes that apply):

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

To the Stockholders of Mohawk Industries, Inc.:

You are cordially invited to attend the annual meeting of stockholders to be held on Thursday, May 20, 2021,19, 2022, at 10:00 a.m. local time, at the Company’s offices at 160 South Industrial Boulevard, Calhoun, Georgia 30701.

The business of the meeting will be (i) to elect a class of directors to serve a three-year term beginning in 2021,2022, (ii) to vote upon a non-binding resolution to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm, and (iii) to vote upon a non-binding, advisory resolution to approve executive compensation. There will not otherwise be a business review at the meeting.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow the Company to furnish proxy materials to stockholders on the internet. These rules allow us to provide our stockholders with the information they need, while reducing the environmental impact of our Annual Meeting and lowering costs. Unless you previously requested a paper copy of our proxy materials, you will receive a Notice Regarding theof Internet Availability of Proxy Materials, which tells you how to access the materials on the internet. If you have requested paper copies and wish no longer wish to receive them, contact our registrar and transfer agent, American Stock Transfer & Trust Company (“AST”), to request that only the Notice Regarding theof Internet Availability of Proxy Materials be mailed in the future. Contact AST by phone at 800-937-5449 or by mail at 6201 15th Avenue, Brooklyn, NY 11219.

Whether or not you plan to attend the annual meeting, please vote by internet at your earliest convenience or complete and return your proxy card if you requested a paper copy of our materials. You may choose to attend the meeting and personally cast your votes even if you fill out and return a proxy card.

Sincerely yours,

JEFFREY S. LORBERBAUM

Chairman and Chief Executive Officer

Calhoun, Georgia

April 2, 2021

1, 2022

MOHAWK INDUSTRIES, INC.

160 South Industrial Boulevard

Calhoun, Georgia 30701

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 20, 202119, 2022

The annual meeting of stockholders of Mohawk Industries, Inc. (the “Company”) will be held on Thursday, May 20, 2021,19, 2022, at 10:00 a.m. local time, at the Company’s offices at 160 South Industrial Boulevard, Calhoun, Georgia 30701.

The meeting is called for the following purposes:

1. To elect twothree persons who will serve as the Company’s Class IIIII directors for a three-year term beginning in 2021;2022;

2. To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021;2022;

3. To hold a non-binding, advisory vote to approve the compensation of the Company’s named executive officers, as disclosed and discussed in the compensation discussion and analysis, compensation tables and any related material disclosed in this proxy statement; and

4. To consider and act upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

The Board of Directors has set March 25, 202124, 2022 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

Important Notice Regarding theof Internet Availability of Proxy Materials for the Stockholders’ Meeting to be held on May 20, 2021:19, 2022:

The Proxy Statement and the 20202021 Annual Report to Stockholders are available at the Company’s website—ir.mohawkind.com/proxy-materials.

PLEASE USE INTERNET VOTING OR COMPLETE AND RETURN A PROXY CARD SO THAT YOUR SHARES WILL BE REPRESENTED. IF YOU CHOOSE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND PERSONALLY CAST YOUR VOTES.

By Order of the Board of Directors,

R. DAVID PATTON

Vice President-Business Strategy,

General Counsel and Secretary

Calhoun, Georgia

April 2, 2021

1, 2022

MOHAWK INDUSTRIES, INC.

160 South Industrial Boulevard

Calhoun, Georgia 30701

PROXY STATEMENT

This Proxy Statement is furnished by and on behalf of the Board of Directors of Mohawk Industries, Inc. (“Mohawk” or the “Company”) in connection with the solicitation of proxies for use at the annual meeting of stockholders of the Company to be held on Thursday, May 20, 2021,19, 2022, and at any and all adjournments or postponements thereof (the “Annual Meeting”).

We have elected to provide access to our proxy materials on the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record (“Stockholders”) and beneficial owners. All Stockholders and beneficial owners may access the proxy materials at the Company’s website—ir.mohawkind.com/proxy-materials. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

The Notice will be made available to Stockholders on or about April 2, 2021.1, 2022. You must be a Stockholder as of March 25, 202124, 2022 (the “Record Date”) to be entitled to vote at the Annual Meeting.

Stockholders may vote by internet or written proxy. Proxies will be voted as specified by the Stockholders. Unless contrary instructions are specified, if a proxy card is executed and returned (and not revoked) before the Annual Meeting, the shares of the common stock of the Company (the “Common Stock”) represented thereby will be voted FOR election of the nominees listed in this Proxy Statement as directors of the Company, FOR ratification of KPMG LLP as the Company’s independent registered public accounting firm, and FOR the proposal regarding the advisory vote on the approval of the Company’s executive compensation. A Stockholder’s submission of a signed proxy will not affect the right to attend and to later vote in person at the Annual Meeting. Stockholders who execute a proxy may revoke the proxy at any time before it is voted by (i) filing a written revocation with the Secretary of the Company, (ii) executing a proxy bearing a later date or (iii) attending and voting in person at the Annual Meeting.

The presence of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, either in person or by proxy, will constitute a quorum. Shares of Common Stock represented by proxies at the meeting, including broker nonvotesnon-votes and abstentions will be counted as shares present for purposes of establishing a quorum. A broker nonvotenon-vote occurs when a broker or nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Once a quorum is established, (i) the election of directors will require the affirmative vote of a majority of the votes cast on the respective nominees at the Annual Meeting and (ii) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 20212022 and the approval of the advisory vote on executive compensation will each require the affirmative vote of a majority of the votes cast on such matters. A majority of votes cast means that the number of votes cast “for” a director’s election or a matter exceeds the number of votes cast “against” that director’s election or such proposal.

Shares represented by proxies that are marked “ABSTAIN” and broker non-votes will not be counted and will have anno effect on the outcome of any of the proposals.

Stockholders are entitled to one vote for each share of Common Stock held. March 25, 2021,24, 2022, has been set as the Record Date for determination of Stockholders entitled to notice of and to vote at the Annual Meeting, and, accordingly, only holders of Common Stock of record at the close of business on that day are entitled to notice of and to vote at the Annual Meeting. On the Record Date, there were 69,798,73663,539,428 shares of Common Stock issued and outstanding held by approximately 222213 Stockholders.

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THE BOARD OF DIRECTORS URGES YOU TO VOTE YOUR SHARES. YOU MAY HOLD SHARES OF COMMON STOCK OF RECORD, THROUGH A BANK OR BROKER OR THROUGH A COMPANY RETIREMENT PLAN. VOTING INSTRUCTIONS FOR EACH GROUP OF STOCKHOLDERS ARE SET FORTH BELOW.

Voting Instructions

By Internet. Stockholders of record may vote by internet on the website identified on the Notice. Where requested, enter the 12 digit control number located on your Notice and follow the simple instructions for voting. For Stockholders that requested written proxy materials, control numbers and instructions for voting on the internet will be printed on the proxy card that will be included in the written materials. Internet voting is available 24 hours a day, 7 days a week until 11:59 p.m. New York time on May 19, 2021.18, 2022.

By Written Proxy. Stockholders of record may vote by written proxy card. Stockholders that do not want to vote by internet may request a written proxy card by following the instructions on the Notice. Mark your selections on the proxy card, date and sign your name exactly as it appears on your proxy card, and mail the proxy card as directed.

Voting Shares held by a Bank or Broker. If your shares are held in the name of a bank, broker or other record holder, you may request a written proxy card or a vote instruction form from your bank, broker or other nominee. You may also vote by the method made available by your bank, broker or other nominee, in which case the bank, broker or other nominee will provide instructions.

Voting Shares held in Retirement Plans. If your shares are held through the Mohawk Industries Retirement Plan 1 and/or the Mohawk Industries Retirement Plan 2, you have the right to vote the shares credited to your individual account(s) under the plans. Participants that hold shares in one of the plans may provide direction to our transfer agent, American Stock Transfer and Trust Company (“AST”), by the method made available by AST. Unless otherwise required by law, AST will follow participant vote instructions received by 11:59 p.m. New York time on May 17, 2021.16, 2022. If voting instructions have not been received by that time and date, the shares credited to your account(s) will not be voted.

The voting procedures are designed to authenticate identities, to allow Stockholders, beneficial owners and plan participants to vote their shares, and to confirm that instructions have been recorded properly.

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PROPOSAL 1 — ELECTION OF DIRECTORS

The Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), provides that the Board of Directors of the Company shall consist of three classes of directors serving staggered terms of office. Upon the expiration of the term of office for a class of directors, the nominees for that class will be elected for a term of three years to serve until the election and qualification of their successors.

The Company’s Certificate of Incorporation requires the Company to have at least two and no more than eleven directors, with the Board of Directors to determine the exact number. The Board of Directors has set the size of the Board at eight directors. The Board of Directors has nominated Bruce C. BruckmannJoseph A. Onorato, William H. Runge III and John M. EngquistW. Christopher Wellborn as Class IIIII directors at the Annual Meeting. Filip Balcaen has informed the Company that he does not intend to stand for re-election at the Annual Meeting. The Class IIII and Class III directors have one year and two years, respectively, remaining on their terms of office and will not be voted upon at the Annual Meeting.

It is the intention of the persons named as proxies to vote the proxies for the election of each of Messrs. BruckmannOnorato, Runge and EngquistWellborn as a Class IIIII director of the Company, unless the Stockholders direct otherwise in their proxies. Each of Messrs. BruckmannOnorato, Runge and EngquistWellborn has consented to serve as a director of the Company if elected. In the unanticipated event that eitherany of Messrs. BruckmannOnorato, Runge and EngquistWellborn refuses or is unable to serve as a director, the persons named as proxies reserve full discretion to vote for such other person or persons as may be nominated. The Board of Directors has no reason to believe that eitherany of Messrs. BruckmannOnorato, Runge and EngquistWellborn will be unable or will decline to serve as a director.

The affirmative vote of a majority of the votes cast in the election at the Annual Meeting at which a quorum is present is required for the election of the nominees.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR THE ELECTION OF THE NOMINEES LISTED BELOW

Director, Director Nominee and Executive Officer Information

Based on information supplied by them, set forth below is certain information concerning the nominees for election as Class IIIII directors and the directors in Classes IIII and III whose terms of office will continue after the Annual Meeting, including the name and age of each, current principal occupation (during the last five years unless otherwise indicated), the name and principal business of the organization in which such occupation is carried on, the year each was elected to the Board of Directors of the Company, all positions and offices held during 20202021 with the Company, and directorships, including any other directorships held during the past five years, in other publicly-held companies.

Nominees for Director

Class IIIII Directors (If Elected, Terms Expire 2024)2025)

Bruce C. Bruckmann — Mr. Bruckmann (age 67) has been a director of the Company since October 1992. Mr. Bruckmann has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc., a private equity investment firm, since January 1995. From March 1994 to January 1995, Mr. Bruckmann served as Managing Director of Citicorp Venture Capital, Ltd. (“CVC, Ltd.”) and as an executive officer of 399 Venture Partners, Inc. (formerly Citicorp Investments, Inc.). From 1983 until March 1994, Mr. Bruckmann served as Vice President of CVC, Ltd. Mr. Bruckmann is also a director of H&E Equipment Services L.L.C., a renter and distributor of industrial and construction equipment, and Heritage — Crystal Clean Inc., a provider of parts cleaning services.

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William H. Runge III — Mr. Runge (age 69)70) has been a director of the Company since July 2014. Mr. Runge has been a Managing Director with Alvarez & Marsal since June 2002, a premier business advisory firm for companies seeking to transform operations, catapult growth and accelerate results. In that capacity, Mr. Runge has served in Chief Financial Officer, Chief Operating Officer, Chief Executive Officer and Controller roles in the manufacturing, distribution and service industries. Prior to his work with Alvarez & Marsal, Mr. Runge spent more than 10 years with the corporate restructuring group of Arthur Andersen in Atlanta, where he served as Partner-in-Charge for the Southeast Region.

W. Christopher Wellborn — Mr. Wellborn (age 65)66) has been a director of the Company since our acquisition of Dal-Tile International Inc. (“Dal-Tile”) in March 2002. He has served as the Company’s Chief Operating Officer since November 2005 and as its President and Chief Operating Officer since November 2009. Mr. Wellborn was Executive Vice President, Chief Financial Officer and Assistant Secretary of Dal-Tile from August 1997 through March 2002. From March 2002 to November 2005, he served as President — Dal-Tile. From June 1993 to August 1997, Mr. Wellborn was Senior Vice President and Chief Financial Officer of Lenox, Inc.

Continuing Directors

Class I Directors Continuing in Office (Terms Expire 2023)

Karen A. Smith Bogart — Dr. Smith Bogart (age 63)64) has been a director of the Company since May 2011. She is President of Smith Bogart Consulting, an advisement firm focused on business growth, turn-around and capability. She has led start-up firms in consumer products and printing services. Prior to 2007, she was a Senior Vice President of Eastman Kodak Company. She was Chairman and President of Greater Asia, responsible for Kodak’s businesses and operations across Asia, and she also managed many of Kodak’s largest global businesses in the consumer, professional and health sectors. She currently is a director for Michelman Inc., a privately held specialty chemicals company. She formerly was a director for Monolithic Power Systems, Inc., a public semiconductor company (NASDAQ), and Silver Maple Ventures, an on-line crowd-funding firm.

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Jerry W. Burris — Mr. Burris (age 58) has been a director of the Company since February 2022. He is the President and Chief Executive Officer of Midwest Can Company, a manufacturer of portable fuel cans and specialty containers, a position he has held since 2018. Mr. Burris served as President and Chief Executive Officer of Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products, from 2011 to 2014. Prior to 2011, he served as President, Precision Components of Barnes Group Inc., and was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris held a number of senior management positions at General Electric including President and Chief Executive Officer of Advanced Materials Quartz and Ceramics; General Manager of Global Services at GE Healthcare; head of global supply chain sourcing with GE Industrial Systems and Honeywell Integration. Mr. Burris has served as a director of Midwest Can Company since 2017 and as a director of nVent Electric plc since 2018. During the past five years, Mr. Burris also previously served as a director of Fifth Third Bancorp and Pentair plc.

John M. Engquist — Mr. Engquist (age 68) has been a director of the Company since February 2020. Mr. Engquist was appointed Executive Chairman of the Board of H&E Equipment Services, Inc., a public integrated equipment services company, on January 1, 2019. Previously, Mr. Engquist served as Chief Executive Officer and Director of H&E Inc. since its formation in September 2005. Mr. Engquist also served as President of H&E Inc. from September 2005 until November 2012. He had served as President, Chief Executive Officer and Director of H&E LLC from its formation in June 2002 until its merger with and into H&E Inc. in February 2006. He served in executive leadership roles with predecessor companies of H&E LLC prior to 2002. Mr. Engquist serves as a director on the boards of a number of private companies. He is a director and currently serves on several committees for the LSU Foundation Board of Directors. Mr. Engquist serves on the Board of Directors and as Chairman of the Finance Committee of Our Lady of the Lake Regional Medical Center, based in Baton Rouge, Louisiana. He also serves on the Leadership Council of St. Jude Children’s Research Hospital in Memphis, Tennessee.

Contractual Obligations with respect to the Election of Directors

In connection with the merger of Aladdin with a wholly-owned subsidiary of the Company in February 1994, the Company agreed to nominate up to two persons designated by the former stockholders of Aladdin for election or re-election, as the case may be, to the Board of Directors of the Company and to use its best efforts to cause such nominees to be elected to the Board of Directors. At such time as the former stockholders of Aladdin have disposed of 50% or more of the common stock issued to them in the merger, the Company will be required to nominate only one such person to the Board of Directors, and at such time as the former stockholders of Aladdin have disposed of 75% or more of the common stock issued to them in the merger, the Company will no longer be required to nominate any of such persons to the Board of Directors. Although they currently may designate two directors, Jeffrey S. Lorberbaum is currently the only such designee of the former stockholders of Aladdin.

Executive Officers

The executive officers of the Company serve at the discretion of the Board of Directors and are currently comprised of Messrs. Jeffrey S. Lorberbaum and W. Christopher Wellborn (who are identified above), James F. Brunk, Paul F. De Cock, Steven H. Lee, R. David Patton, Clifford C. Suing and Bernard P. Thiers. Frank H. Boykin was also an executive officer of the Company until his retirement from the Company on April 1, 2021.2021, and Steven H. Lee was also an executive officer of the Company until his resignation from the Company on March 11, 2022.

James F. Brunk — Mr. Brunk (age 55)56) was appointed as the Company’s Chief Financial Officer on April 1, 2021. Mr. Brunk had previously been Corporate Controller and Chief Accounting Officer of the Company since May 2009. Mr. Brunk joined the Company in October 2006 as Chief Financial Officer for the MohawkCompany’s Home division. Before joining the Company, Mr. Brunk was Vice President, Finance-Transportation-Americas for Exide Technologies, a worldwide leader in production and recycling of lead acid batteries from January 2005 to October 2006.

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Paul F. De Cock – Mr. De Cock (age 47)49) was promoted to President – Flooring North America in November 2018. Mr. De Cock joined Unilin in 1997 and has served in multiple roles in manufacturing, sales, marketing and general management. From 2006 to 2008, he served as President of Unilin North America, helping to integrate Unilin into the Company after its acquisition of Unilin in 2005. From 2008 until his 2018 promotion, he served as President – Unilin Flooring.

Steven H. LeeClifford C. Suing -— Mr. LeeSuing (age 50)57) was appointed as the Company’s interim Chief Accounting Officer and Corporate Controller on April 1, 2021. LeeMarch 11, 2022. Mr. Suing joined the Company in July 2012June 2009 as Senior Director, Assistant Corporate Controller, then served as Vice President-Finance and Chief Financial Officer of the Company’s EuropeanHome division from that time until July 2013, when he was named the Chief Financial Officer of the Company’s Global Ceramic business from July 2015 to September 2018 and has served as Vice President – Assistant Controller since September 2018.segment.

R. David Patton — Mr. Patton (age 50)51) was named Vice President—Business Strategy, General Counsel and Secretary of the Company in July 2013. From 2014-2017, he also served as the Company’s Chief Sustainability Officer. Before joining the Company, Mr. Patton was a partner of Alston & Bird LLP in its Corporate Transactions and Securities Practice Group, where he focused his practice on corporate transactions, securities regulation and corporate governance, developing an extensive background in mergers and acquisitions, securities, corporate and business transactions, finance and private equity.

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Mr. Onorato is qualified as an audit committee financial expert within the meaning of applicable SEC regulations and has all the requisite accounting and financial expertise within the meaning of the listing standards of the NYSE. The Audit Committee oversees management’s conduct of the financial reporting process, the system of internal, financial and administrative controls and the annual independent audit of the Company’s consolidated financial statements. In addition, the Audit Committee engages the independent registered public accounting firm, reviews the independence of such independent registered public accounting firm, approves the scope of the annual activities of the independent registered public accounting firm and internal auditors and reviews audit results. The Board of Directors has adopted a written charter for the Audit Committee, which is available on the Company’s website at ir.mohawkind.com under the heading “Investors” and the subheading “Corporate Governance.” See also “Audit Committee — Report of the Audit Committee of the Board of Directors of Mohawk Industries, Inc.”

The Company has a standing Compensation Committee (the “Compensation Committee”), which consists of Mr. Runge (Chair), Dr. Bogart and Mr. Onorato. The Compensation Committee met threetwo times during 2020.2021. The Compensation Committee is responsible for deciding, recommending and reviewing the compensation, including benefits, of the executive officers and directors of the Company, for reviewing risks associated with the Company’s compensation policies and practices and for administering the Company’s executive and senior management incentive compensation plans. The Compensation Committee may delegate any of its authority and

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20202021 Director Compensation

The following table presents certain summary information concerning director compensation for our non-management directors paid by the Company for services rendered during the year ended December 31, 2020.2021.

(1) Includes payment of the annual retainer and retainers for committee chairs, as applicable. Mr. Ill and Dr. Bogart elected to take their 2020her 2021 service year retainer 50% in the form of cash ($40,000 and $45,000, respectively)45,000), and 50% in the form of Common Stock (310 and 347 shares, respectively)(480 shares). Mr. RungeEngquist, Mr. Onorato and Mr. OnoratoRunge elected to take their 20202021 service year retainer 100% in the form of Common Stock (620(854, 1,014 and 737960 shares, respectively). All such shares were issued on January 2, 20204, 2021 pursuant to the Company’s Non-Employee Director Stock Plan, which is a sub-plan of the Mohawk Industries, Inc. 2017 Incentive Plan.Plan (the “2017 Plan”). Fractional shares of Common Stock were paid in cash in the following amounts: $313.08$144.17 (Mr. Engquist), $177.95 (Mr. Onorato), $343.92$277.24 (Mr. Runge), $171.96 (Mr. Ill) and $416.66$138.62 (Dr. Bogart).

(2) The amounts reported in the Stock Awards column reflect the grant date fair value calculated in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). The grant date fair value of the restricted stock units is equal to the number of units issued multiplied by the closing trading price of the Company’s stock on the day of grant. On January 2, 2020,4, 2021, each of the non-employee directors received 655674 restricted stock units, with a grant date fair value of $134.79$133.56 per share. As of December 31, 2020,2021, our non-employee directors held the following aggregate number of restricted stock units:

(3) Mr. Engquist joined the Board of Directors on February 25, 2020. He received a pro rated cash retainer for his service from February 25, 2020 through May 21, 2020. He did not receive a stock grant in 2020.

(4) Mr. IllBalcaen retired from the Board of Directors on May 21, 2020.20, 2021.

(4) In connection with Mr. Balcaen’s retirement from the Board of Directors, 1,357 restricted stock units were cancelled on May 20, 2021.

Employees of the Company or its subsidiaries who are also directors do not receive any fee or remuneration for services as members of the Board of Directors or any Committee of the Board of Directors. Mr. Burris joined the Board of Directors in February 2022 and did not receive compensation from the Company in 2021.

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AUDIT COMMITTEE

Report of the Audit Committee of the Board of Directors of Mohawk Industries, Inc.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements (the “Audit Firm”). In connection with its responsibilities, the Audit Committee received the written disclosure from the Audit Firm, which is required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding the Audit Firm’s communications with the Audit Committee concerning independence, discussed with the Audit Firm any relationships that may impact the objectivity and independence of the Audit Firm and satisfied itself as to the independence of the Audit Firm. In addition, the members of the Audit Committee considered whether the provision of services for the year ended December 31, 20202021 described below under Principal Accountant Fees and Services was compatible with maintaining such independence. In conjunction with the mandated rotation of the Audit Firm’s lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of Audit Firm’s new lead engagement partner.

The Audit Committee members reviewed and discussed the audited consolidated financial statements for the year ended December 31, 20202021 with management. The Audit Committee members also discussed with the Audit Firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. Based upon these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, filed with the SEC.

Audit Committee

Joseph A. Onorato-Chair

Bruce C. Bruckmann

John M. Engquist

William H. Runge III

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Principal Accountant Fees and Services

The following table shows the fees rendered (in thousands) to the Audit Firm for the audit of the Company’s annual consolidated financial statements for 20202021 and 2019,2020, respectively, and fees billed for non-audit related services, tax services and all other services performed by the Company’s independent registered public accounting firm during 20202021 and 2019,2020, respectively. Management of the Company negotiates such fees for services with the Audit Firm, subject to the review and approval of the Audit Committee.

(1) Audit Fees refers to the audit and quarterly reviews of the consolidated financial statements, the audit of internal control over financial reporting, and fees for accounting consultations on matters reflected in the consolidated financial statements. Audit fees also include fees for other attest services required by statute or regulation (foreign or domestic), such as statutory audits in U.S. and non-U.S. locations. In 2020,2021, Audit Fees were impacted by services related to our financing activities andreduced work related to a putative securities class action lawsuit filed against the Company and related subpoenas issued by the U.S. Attorney’s Office for the Northern District of Georgia and the U.S. Securities and Exchange Commission. In 2019,2020, Audit Fees were impacted by audit of certain tax projects, including evaluation of the impact of certain restructurings in various European jurisdictions, system implementations, new lease accounting standard implementation and activitiesservices related to acquisitions made in 2018.our financing activities and work related to the aforementioned putative securities class action lawsuit filed against the Company and related subpoenas issued by the U.S. Attorney’s Office for the Northern District of Georgia and the U.S. Securities and Exchange Commission.

(2) Audit-Related Fees consist of attest services related to certain subsidiary financial reporting.

(3) Tax Fees consist principally of professional services rendered for tax compliance and tax consulting.

The Audit Committee has adopted a policy regarding the retention of the Company’s independent registered public accounting firm that requires pre-approval of all audit and audit-related, tax and non-audit related services by the chair of the Audit Committee, with subsequent approval by the full Audit Committee during the next scheduled meeting. The Audit Committee approved all audit and audit-related, tax and non-audit related services in 20202021 and 2019.2020.

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PROPOSAL 2 — RATIFICATION OF SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending December 31, 20212022 and has directed that management submit the selection of the independent registered public accounting firm to Stockholders for ratification at the Annual Meeting. Representatives of KPMG are expected to be present at the meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Stockholder ratification of the selection of KPMG as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. If the Stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain KPMG, but still may retain it. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the best interests of the Company and its Stockholders.

The members of the Audit Committee and the Board of Directors believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its investors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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COMPENSATION DISCUSSION AND ANALYSIS

The following section contains a detailed description of our compensation objectives and policies, the elements of the Company’s compensation program, and the material factors the Compensation Committee considered in setting the compensation of our named executive officers for 2020,2021, who are listed below:

Executive Summary

The Company faced unique challenges in 20202021 as the Company’s business and operations werecontinued to be impacted by disruptions from the COVID-19 pandemic. Initially, management navigated decreased demandDuring 2020, the Company completed actions prompted by the evolving COVID-19 pandemic to enhance future performance including site closings, other facility and increasedproduct rationalizations and workforce reductions. These global actions delivered savings of approximately $110 million in the aggregate in 2020 and 2021, with costs associated with extreme reductionsof approximately $168 million. During 2021, inflation in materials, energy, transportation and labor impacted the Company’s profitability across all segments. The Company has, to some extent, offset the impact of inflationary pressures through multiple pricing actions across product categories and geographies; improved mix from sales of higher-value, differentiated products; and productivity gains in manufacturing output during the second quarter of 2020. During this first full quarter of the pandemic, many of our customers and facilities operated at a significantly reduced capacity, contributing to the steepest sales decline in the history of our industry. This trend reversed dramatically in the second half of 2020 as the Company experienced a spike in demand and began rebuilding inventory.logistics. In this environment, the Company was able to strengthen its balance sheet and invest over $425approximately $676.1 million in capital projects to introduce new product categories, enter new markets, expand capacity of constrained premiumcapacities, create differentiated products, and improve productivity. Management’s response during one of the most difficult market environments in our Company’s history led to improved results during the second half of the year and positioned us to capitalize on an improving economic outlook around the world. Throughout the year,2021, management has also remained focused on health and safety during the pandemic and tookhas continued to take action to minimize exposure risk for the Company’s employees, suppliers, customers and other stakeholders. Notwithstanding the challenges posed during the year, the Company continues to maintain leading market positions with substantial resources, a broad product portfolio and a diverse geographic footprint.

Our 2020As our businesses continue to innovate, introduce new products, improve productivity and expand geographically, we are pleased to report improved financial performance was impacted by the challenges discussed above.in 2021. Key metrics include: net sales were approximately $9.6$11.2 billion, a decreasean increase of 4.2%17.3% from the prior year;year or 16% on a constant currency and days basis; earnings per share (EPS) as reported was $7.22, down$14.94, up approximately 30%107% versus 2019;2020; excluding unusual charges, EPS was $8.83*$14.86*, downup approximately 12%68% compared to 2019.2020. For the full year, we generated record free cash flow of more than $1.3 billion*. After weathering the initial stages of the pandemic in the second quarter of 2020, we generated record revenue of $5.2 billion during the second half of 2020approximately $633 million* and increased operating income approximately 38%110% year over year for that same period.year.

The Company sets goals at the beginning of each year to establish expected payments at various levels of performance under the Company’s incentive plans, and the Compensation Committee considers our executives’ accomplishments when determining payouts. As discussed in detail below, although certain thresholdas we significantly rely on performance goals were not achieved with respect tometrics for determining our executive compensation, the 2020 annual incentive awardscompensation of our named executive officers was positively affected by our financial results in 2021 and the restricted stock units (“RSU”) grantedour performance results in the first quarter of 2020, the Compensation Committee determined to approve adjusted awards in order to appropriately compensate executives for their individual contributions.prior years.

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Compensation Philosophy and Objectives

Our goal is to have a compensation program that enables us to attract, motivate, develop and retain highly qualified executives who will assist us in meeting our long-range objectives, thereby serving the interests of our stockholders. To meet these objectives, our executive leadership must be of the caliber and have the level of experience necessary to manage successfully our complex global business. We believe that, in order to do this effectively, our program must meet the following criteria:

Our determinations and assessments of executive compensation are primarily driven by two considerations: (i) market data based on the compensation levels, programs and practices of certain other peer companies, and (ii) Company and individual performance in specified areas, such as financial metrics and operational efficiency. We believe that market competitiveness and performance factors, considered together, provide a reasonable basis to assess executive performance and determine compensation levels that provide incentive to build value for our stockholders. As described below, we consider each of these areas in making our executive compensation decisions from setting base salaries to providing annual and longer-term rewards.

Market Data

We consider the compensation levels, programs and practices of certain other companies to assist us in setting our executive compensation so that it is market competitive. We review compensation data of a peer group that consists of companies of comparable size on both a revenue and market capitalization basis that are engaged, to varying degrees, in businesses similar to ours. We believe that we compete, to varying degrees, for business and talent with the companies in this peer group. The Compensation Committee considers the 50^th percentile of the Company’s peer group as a guide for setting total direct compensation (base salary plus annual incentive plus long-term incentive) for our executives. For purposes of setting compensation levels for 2020,2021, the peer group was comprised of the following companies (which isdiffered from the same peer group used in 2019)for 2020, as described below)⁽¹⁾:

The Compensation Committee obtained information on the compensation levels, programs and practices of the companies within the peer group from market surveys periodically conducted by the Rewards Solutions practice at Aon plc (“Aon”), a compensation consultant engaged by the Company. In November 2020,2021, the

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Compensation Committee considered whether the work of Aon raised any conflict of interest. The Compensation Committee considered various factors and determined that with respect to executive and director compensation-related matters, no conflict of interest was raised by the work of Aon. The factors considered by the Compensation Committee included, but were not limited to, Aon’s representation to the Compensation Committee that fees unrelated to compensation work paid by the Company to Aon were less than 0.05% of Aon’s total revenues.

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Awards made pursuant to the Annual Incentive Plan and the LTIP are governed by the Company’s stockholder-approved omnibus incentive plans. All awards granted after May 18, 2017 are governed by the 2017 Incentive Plan.

Our compensation program is complemented with limited perquisites and other executive benefits, including 401(k) matching contributions and severance benefits that the Compensation Committee believes are appropriate, individually and in the aggregate, to ensure our executive compensation program remains competitive.

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percentile of the peer group and long-term incentive compensation above the 50th percentile of the peer group. Mr. De Cock earned a base salary slightly above the 50th percentile of the peer group, total cash compensation, which includes base salary and annual cash incentive awards, slightly above the 50th percentile of the peer group and long-term incentive compensation abovebelow the 75th50th percentile of the peer group. The survey was conducted prior to Mr. Brunk’s appointment as the Company’s Chief Financial Officer in 2021.

In making its determinations of 20202021 executive compensation, the Compensation Committee at its February 20202021 meeting considered (i) the results of the Aon assessment discussed above and a tally sheet detailing the various elements of compensation for our named executive officers, including base salary and annual and long-

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applicable performance goals established by the Compensation Committee; and (iii) each named executive officer has a maximum bonus award based on a percentage of the bonus pool (which we refer to as the “Maximum Pool Award”).

In 2020,2021, we achieved the threshold financial goal of positive consolidated adjusted operating income. The bonus pool for 20202021 performance was set by the Compensation Committee at approximately $7.5 million. For 2020,2021, the Maximum Pool Award for each of Messrs. Lorberbaum and Wellborn was approximately $2.0 million and $1.89$1.86 million of the bonus pool, respectively, and the Maximum Pool Award for Messrs. Landau,Brunk, Thiers and De Cock was approximately $1.2 million of the bonus pool. Mr. Boykin did not participate in the Annual Incentive Plan for 2020.2021. For 20202021 performance, the Compensation Committee exercised its discretion to award less than the Maximum Pool Award for each named executive officer that participated in the Annual Incentive Plan.

As noted above, actual cash incentive awards earned by the named executive officers are determined based on performance against applicable performance goals established by the Compensation Committee and target incentive opportunities, combined with a qualitative assessment of the Company’s performance in light of the

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intellectual property licensing business, which for purposes of determining bonus payouts are not weighted as heavily as net earnings attributable to the segment’s commercial operations.

The Compensation Committee determined pay outs under the Annual Incentive Plan after reviewingBased on the Company’s achievement of the Annual Incentive Plan Financial Goals which included an award of $514,035 for Mr. Thiers based on the Flooring Rest of World EPS in 2020. While acknowledging that 2020 incentive plan financial goals were not achieved other than with respect to Mr. Thiers, the Compensation Committee also considered a qualitative assessment of Company and management performance during 2020, which included effectively managing the Company through the initial stages of the pandemic, maintaining operations while minimizing exposure risk for the Company’s employees and other stakeholders, strengthening the Company’s balance sheet while continuing to generate strong cash flow and investing approximately $425 million in capital projects to introduce new product categories, enter new markets, expand capacity of constrained premium products and improve productivity. While the Committee analyzed the results for the full year, the Committee

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TSR Component. The financial goals for determining the number of stock awards granted in 20202021 for the TSR Component of the Senior Executive LTIP were based on total shareholder return (TSR) over the three-year period ending in 20192020 as compared to the S&P 500. To determine awards in 2020, the Compensation Committee assigned each participant a target value of stock awards (based on a percentage of 20192020 base salary), which would be awarded if the Company achieved TSR at the 50th percentile of the S&P 500. The actual value of restricted stock units awarded could range from 50% to 200% of the target value subject to achieving TSR between the 25th and 75th percentile of the peer group. Calculations between the various performance levels are linear (which means they were determined using straight line interpolation).

The Company achieved the TSR at the 5th percentile of the peer group for the three-year period, which resulted in RSUs not being awarded in 2021 for the TSR Component in 2020, as set forth in the table below:

Business Unit Component. The financial goals for determining the number of stock awards granted in 20202021 for the Business Unit Component of the LTIP were based on Company and Business Unit EPS targets for 2019.2020. The Compensation Committee assigned each participant a target value of stock awards (based on a percentage of 20192020 base salary), which would be awarded if the Company or applicable Business Unit achieved the target EPS. The actual value of restricted stock units awarded could range from 0% to 200% of the target value in the case of Messrs. Lorberbaum and Wellborn and 0% to 140% of the target value in the case of Messrs. Landau, Thiers and De Cock. Calculations between the various performance levels are linear (which means they were determined using straight-line interpolation). The Business Unit Component of the LTIP based on Company and Business Unit EPS targets for 2020 was determined prior to Mr. Brunk’s appointment as the Company’s chief financial officer in 2021.

Business Unit Opportunity (Percentage of Base Salary)*

For 2019,2020, the Compensation Committee established the Business Unit EPS Goals set forth in the following table to guide the Compensation Committee’s exercise of discretion in determining actual RSU awards in 2020

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Mr. Thiers, the President of the Flooring Rest of World segment, and Mr. De Cock, the President of Flooring North America, the Incentive Plan Financial Goals consisted of the Company EPS and business unit EPS (collectively weighted at 25% and 75%).

20192020 Business Unit Financial Goals

(1) Business unit EPS is determined by dividing the adjusted operating income for each applicable business unit, less an allocation for tax and interest expenses, by the number of weighted-average diluted common shares outstanding. Net earnings for the Flooring Rest of World segment include the net earnings attributable to our intellectual property licensing business, which for purposes of determining bonus payouts are not weighted as heavily as net earnings attributable to the segment’s commercial operations.

Based on the 20192020 business unit performance shown above, our named executive officers were awarded RSUs for the LTIP Business Unit Component as set forth in the table below.

Personal Performance Objectives. In February 2020 Company EPS and Flooring North America EPS were not achieved other than with respect to Mr. Thiers, the Compensation Committee reviewed individual performance objectives and accomplishments for each of the named executive officers during 2019. The various objectives are particular to each individual officer and the Committee considers each officer’s personal contribution to the Company during the year when making its determinations for the variable LTIP component.

Qualitative Assessment of Variable Component. In conducting itsalso considered a qualitative assessment of Company and management performance in 2019,during 2020, which included effectively managing the Compensation Committee consideredCompany through the initial stages of the pandemic, maintaining operations while minimizing exposure risk for the Company’s employees and other stakeholders, strengthening the Company’s balance sheet while continuing to generate strong cash generation during the yearflow and investment ofinvesting approximately $545.5$425 million in capital projects to introduce new product categories, enter new markets, expand capacity of constrained premium products and improve productivity. These investments included enhancingWhile the Company’s LVT manufacturingCompensation Committee analyzed the results for the full year, the Compensation Committee also considered the second half of 2020 on a stand-alone basis in making its determinations because of the significant and historically unique impact the pandemic had on Company performance and the global economy in the U.S. and Europe, starting a new sheet vinyl plantsecond quarter of 2020. With respect to Mr. De Cock, the Compensation Committee also considered his efforts in Russia, and ramping up new quartz countertop production in Tennessee. Cost reductions included streamlining U.S. carpet operations by closing higher-cost assets and consolidating production and exiting wood manufacturing facilities inrestructuring the U.S. and the Czech Republic. Throughout 2019, management reduced the

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objectives are particular to each individual officer and the Compensation Committee considers each officer’s personal contribution to the Company during the year when making its determinations for the variable LTIP component.

Qualitative Assessment of Variable Component. In conducting its qualitative assessment of management performance in 2020, the Compensation Committee considered the factors discussed above. Our named executive officers were awarded RSUs under the variable LTIP component as set forth in the table below. The number of stock awards ultimately granted was determined by dividing the named executive officer’s award value by the average daily closing prices for the Common Stock for the last thirty (30) consecutive trading days from and including February 12, 202010, 2021 (which is the date that is fiveseven days before the February 20202021 Compensation Committee meeting).

(1) Mr. Brunk was awarded 655 RSUs based on the performance metrics aligned with his role as the Company’s Chief Accounting Officer, which he held in 2020 prior to his appointment as the Company’s Chief Financial Officer.

Perquisites and Other Executive Benefits

Perquisites and other executive benefits are a part of our executives’ overall compensation and include access to health care and other benefits. We offer additional executive perquisites at the senior leadership level, including defined contribution matching benefits, health benefits and life insurance coverage benefits as referenced in the Summary Compensation Table.

Retirement Benefits and Deferred Compensation

Retirement benefits also fulfill an important role within our overall executive compensation objective because they provide a financial security component that promotes retention. We maintain the Mohawk Industries Retirement Savings Plan 2, a 401(k) retirement plan in which our named executive officers are eligible to participate, along with a substantial number of our employees.

We also maintain the Mohawk Industries, Inc. Senior Management Deferred Compensation Plan under which a select group of management or highly compensated employees, including our named executive officers, may elect to defer up to 25% of their pre-tax earnings and up to 100% of their year-end bonus payments and receive tax-deferred returns on those deferrals. The account balances in this plan are unfunded, and the participants have previously earned and voluntarily elected to defer these amounts in order to accumulate tax-deferred returns. We do not match contributions to the plan. Plan participants can allocate their account balances among the same investment options available under our qualified contribution retirement plan (other than investments in Company stock), which also accumulate on a tax-deferred basis.

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Severance Pay Arrangements

Our named executive officers participate in our general employee severance plan which provides a specified number of weeks of severance pay based on continuous service time to the Company and the reason for

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EXECUTIVE COMPENSATION

Decisions and recommendations regarding the compensation of our executives are made by a three-member Compensation Committee composed entirely of independent directors, as determined by the Board of Directors. The following is a report of the Compensation Committee concerning our executive compensation policies for 2020.2021.

Compensation Committee Report

The Compensation Committee of the Board of Directors oversees the compensation programs of the Company on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management of the Company the “Compensation Discussion and Analysis” included in this proxy statement and based on such review and discussions recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 20202021, as filed with the SEC.

Compensation Committee

William H. Runge III —Chair

Karen A. Bogart

Joseph A. Onorato

20202021 Summary Compensation Table

The following table presents certain summary information concerning compensation paid or accrued by the Company for services rendered in all capacities during the years ended December 31, 2021, 2020, 2019, and 20182019 for (i) the Principal Executive Officer and the Principal Financial Officer of the Company, (ii) the Company’s former Principal Financial Officer, and (iii) each of the three other most highly compensated executive officers of the Company (determined as of December 31, 2020)2021) (collectively, the “Named Executive Officers”).

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(1) Represents the amount of incentive bonus earned under the Annual Incentive Plan. For more information regarding the Annual Incentive Plan, see “Compensation Discussion and Analysis.”

(2) Amounts for 20202021 include 401(k) matching contributions and disability and insurance coverage benefits for each Named Executive Officer.Messrs. Lorberbaum, Brunk, Wellborn and De Cock. Amounts also include disability and insurance coverage benefits for Mr. Boykin and auto benefits for Messrs. Lorberbaum, Brunk, Boykin and De Cock and Landau.Cock. With respect to Mr. Boykin, amount includes compensation he received as a consultant for the Company during 2020 prior to his appointment as Chief Financial Officer. With respect to Mr. Landau,Wellborn, amount also includes $977,000 he received during 2020 pursuant to his separation agreement with the Company dated April 30, 2020.payment for an annual physical.

(3) Represents restricted stock units awarded pursuant to the Senior Executive LTIP for performance during the three-year period ended December 31, 20192020 and grantedawarded on March 4, 2020.2021. The grant date fair value of the restricted stock units is equal to the number of units issued times the closing trading price of the Company’s stock on the grant date ($123.17)175.69).

(4) On April 15, 2020,1, 2021, Mr. BoykinBrunk was appointed as the Company’s Chief Financial Officer. He had previously served as the Company’s Corporate Controller and Chief Accounting Officer. Only Mr. Brunk’s compensation for 2021 is presented above, since Mr. Brunk was not a named executive officer in 2020 or 2019.

(5) Represents (i) restricted stock units awarded pursuant to the Executive Equity Incentive Plan for performance during the period ended December 31, 2020 and awarded on March 4, 2021 and (ii) restricted stock units granted on April 1, 2021, as a sign-on equity award in connection with Mr. Brunk’s promotion to Chief Financial Officer through his retirementOfficer. The grant date fair value of the restricted stock units awarded pursuant to the Executive Equity Incentive Plan is equal to the number of units issued times the closing trading price of the Company’s stock on March 31, 2019.the grant date ($175.69). The grant date fair value of the restricted stock units awarded pursuant to Mr. Brunk’s sign-on equity award is equal to the number of units issued times the closing trading price of the Company’s stock on the grant date ($198.28).

(5)(6) Mr. Thiers’ salary is paid in euro and calculated pursuant to his service agreement. Amounts reported in U.S. dollars fluctuate based on changes in foreign exchange rates. This amount represents the approximate dollar value of his base salary and annual incentive award, converted to U.S. dollars using the euro to dollar exchange rate of 1.13 for 2021, 1.21 for 2020 and 1.12 for 2019,2019.

(7) Represents (i) restricted stock units awarded pursuant to the Senior Executive LTIP for performance during the period ended December 31, 2020 and 1.15 for 2018.awarded on March 4, 2021 and (ii) restricted stock units granted on July 28, 2021, to Mr. Thiers and Mr. De Cock, respectively, as retention awards. The grant date fair value of the restricted stock units awarded pursuant to the Senior Executive LTIP is equal to the number of units issued times the closing trading price of the Company’s stock on the grant date ($175.69). The grant date fair value of the restricted stock units awarded pursuant to Mr. Thier’s and Mr. De Cock’s retention awards are equal to the number of units issued times the closing trading price of the Company’s stock on the grant date ($189.91).

(6)(8) Mr. LandauBoykin served the Company as Executive Vice President and Chief Financial Officer through April 1, 2021. He had previously served as the Company’s Chief Financial Officer through his retirement on March 31, 2019, and continued to serve as a consultant to the Company following his retirement in March 2019 and until his appointment as Chief Financial Officer on April 15, 2020. Amount shown in the 2020 salary column includes his CFO

(9) Reflects an adjustment to Mr. Boykin’s reported base salary payments totaling $266,083 until his departure fromfor the Company.fiscal year ended December 31, 2020 to account for 8.5 months of base salary compensation, instead of 8 months as previously reported.

2020

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2021 Grants of Plan-Based Awards

(1) Represents threshold, target and maximum bonus opportunities under the Annual Incentive Plan. The actual amount of incentive bonus earned by each Named Executive Officer in 20202021 under the Annual Incentive Plan is reported under the Non-Equity Incentive Plan Compensation column in the “Summary Compensation Table.” Additional information regarding the design of the Annual Incentive Plan is included in the “Compensation Discussion and Analysis.”

(2) All RSUs were granted under the 2017 Plan.

(3) Represents the per unit grant date fair value of $123.17$175.69 on March 4, 2020.2021, $198.28 on April 1, 2021 and $189.91 on July 28, 2021. The grant date fair value of RSUs is equal to the number of units issued times the closing trading price of the Company’s stock on the day of grant.

(4) Mr. Brunk’s estimated future payouts under non-equity incentive plans for 2021 are presented on a prorated basis, given Mr. Brunk’s promotion to Chief Financial Officer on April 1, 2021.

Employment Agreements with Named Executive Officers

On December 29, 2018, a wholly owned subsidiary of the Company entered into an employment agreement with Mr. De Cock, reflecting his promotion to President—Flooring North America. The agreement provides for an annual base salary of $659,200$730,000 and an annual bonus up to 112.5% of his base salary. On December 1, 2018,

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the Company for serious cause at any time without liability, (ii) by the Company at any time other than for serious cause with payment to Mr. Thiers of 1.85 times his annual base amount or (iii) by the Company on 22 months’ notice. Pursuant to agreements dated March 7, 2014, March 9, 2015, March 1, 2016, March 7, 2017, March 5, 2018, March 4, 2019, March 4, 2020 and January 12, 2021 between the Company and Mr. Thiers, Mr. Thiers has agreed not to transfer any shares of Common Stock issued to Mr. Thiers upon the vesting of restricted stock units granted to Mr. Thiers on the agreement dates for a period of two years following the vesting dates.

Amounts in Euros have been converted to U.S. Dollars based on a 1.211.13 exchange rate for 2020.2021.

Outstanding Equity Awards at 20202021 Year-End

The following table sets forth information on outstanding equity awards for each of the Named Executive Officers on December 31, 2020.2021.

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(3) Restricted stock units granted on March 4, 2021, in connection with each executive’s long-term incentive plan award for 2020 and scheduled to vest ratably over three years on each of the first three anniversaries of the grant date.

(4) Restricted stock units granted on March 4, 2019, in connection with the Mr. Brunk’s long-term incentive plan award for 2018 and scheduled to vest fully on the third anniversary of the grant date.

(5) Restricted stock units granted on March 4, 2020, in connection with the Mr. Brunk’s long-term incentive plan award for 2019 and scheduled to vest fully on the third anniversary of the grant date.

(6) Restricted stock units granted on April 1, 2021, as a sign-on equity award in connection with Mr. Brunk’s promotion to Chief Financial Officer.

(7) Restricted stock units granted on July 28, 2021, as retention payments to Mr. Thiers and Mr. De Cock. The RSUs are scheduled to vest on ratably over three years on each of the third, fourth and fifth anniversary of the grant date.

(8) Restricted stock units granted on December 1, 2018, in connection with Mr. De Cock’s promotion to President of Flooring North America. The RSUs are scheduled to vest on December 1, 2023.

(6) Restricted stock units granted on April 1, 2019, as a sign-on equity award in connection with Mr. Landau’s appointment to Executive Vice President and Chief Financial Officer. In accordance with his general release and separation agreement with the Company, the restricted stock units will continue to vest as scheduled, subject to conditions contained in the agreement.

(7)(9) Based on the closing trading price of the Common Stock on December 31, 20202021 ($140.95)182.18).

20202021 Option Exercises and Stock Vested

The following table sets forth certain information regarding option exercises and RSUs that vested during 2020:2021:

(1) Based on the closing trading price on the applicable vesting dates.

(2) The following table provides details of the stock options exercised in 2021:

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20202021 Nonqualified Deferred Compensation

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(1) Reflects elective deferrals under the Senior Management Deferred Compensation Plan. These amounts are included in the amount reported as “Salary” in the “Summary Compensation Table” for 2020.

(2) Aggregate earnings are not included in the “Summary Compensation Table” because such earnings are not above-market or preferential interest rates.

(3)(2) Includes amounts of employee contributions representing compensation earned and deferred in prior years that were reported in the Summary Compensation Table for the year in which earned or that would have been so reported if the officer had been a named executive officer in such year.

The Senior Management Deferred Compensation Plan is a nonqualified deferred compensation plan pursuant to which certain members of senior management of the Company, including the named executive officers, may elect to defer up to 25% of their annual base salary and up to 100% of their incentive cash bonus. Deferral elections are due before January 1 of each year, and are irrevocable. The Company directs a trustee to invest the assets which are held in an irrevocable rabbi trust. In order to provide for an accumulation of assets comparable to the contractual liabilities accruing under the plan, the Company may direct the trustee in writing to invest the assets held in the trust to correspond to the hypothetical investments made for participants in accordance with their direction. Deferred amounts are credited with earnings or losses based on the rate of return of mutual funds in which the assets are invested. The participant must make an election regarding payment terms at least twelve (12) months before payment, which may be either a lump sum, or annual installments of from two (2) to ten (10) years. If a participant dies before receiving the full value of the deferral account balances, the designated beneficiary would receive the remainder of that benefit. All accounts would be immediately distributed upon a change in control of the Company.

Equity Compensation Plan Information

The following table gives information about the Common Stock that may be issued under the Company’s existing equity compensation plans as of December 31, 2020:2021: