MOHAWK INDUSTRIES, INC.Notice of Annual Meeting of Stockholders

160 South Industrial Boulevard

Calhoun, Georgia 30701

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on May 19, 202225, 2023

The annual meeting of stockholders of Mohawk Industries, Inc. (the “Company”) will be held on Thursday, May 19, 2022,25, 2023, 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 three persons who will serve as the Company’s Class III directors for a three-year term beginning in 2022;

2. To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 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 24, 202230, 2023 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

Important Notice of Internet Availability of Proxy Materials for the Stockholders’ Meeting to be held on May 19, 2022:25, 2023:

The Proxy Statement and the 20212022 Annual Report to Stockholders are available at the Company’s website—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-BusinessPresident — Business Strategy,

General Counsel and Secretary

Calhoun, Georgia

April 1, 20227, 2023

i

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 19, 2022,25, 2023, 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—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 1, 2022.7, 2023. You must be a Stockholder as of March 24, 202230, 2023 (the “Record Date”) to be entitled to vote at the Annual Meeting.

Required Vote

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 (Proposal 1), FOR ratification of KPMG LLP as the Company’s independent registered public accounting firm and(Proposal 2), FOR the proposal regarding the advisory vote on the approval of the Company’s executive compensation.compensation (Proposal 3), EVERY YEAR for the proposal regarding the advisory vote on the frequency of future advisory votes on executive compensation (Proposal 4) and AGAINST the stockholder proposal regarding a racial equity audit (Proposal 5). 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 non-votes and abstentions, will be counted as shares present for purposes of establishing a quorum. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner votes on one proposal, but does not

The election of directors (Proposal 1), the advisory vote to approve executive compensation (Proposal 3), the advisory vote on anotherthe frequency of holding the advisory vote to approve executive compensation (Proposal 4) and the stockholder proposal because the broker(Proposal 5) are non-discretionary items and may not be voted on by brokers, banks or nominee does notother nominees who have discretionary voting power and has not received specific voting instructions from beneficial owners. The ratification of the appointment of KPMG as our independent registered public accounting firm for 2023 (Proposal 2) is a discretionary item. Generally, banks, brokers and other nominees that do not receive voting instructions from beneficial owner. owners may vote on this proposal in their discretion.

Once a quorum is established, (i) the election of directors (Proposal 1) 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 2022 and the approval of(Proposal 2), the advisory vote onto approve executive compensation (Proposal 3 and the vote regarding the stockholder proposal (Proposal 5) 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“FOR” Proposals 1, 2, 3 or a matter5 exceeds the number of votes cast “against”“AGAINST” such proposal. The option of one year, two years or three years that director’s election or such proposal.receives a majority of all the votes cast by stockholders will be the frequency for the advisory vote on executive compensation (Proposal 4) that has been selected by stockholders and which will be further considered by the Board of Directors. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders.

Shares represented by proxies that are marked “ABSTAIN” and broker non-votes will not be counted and will have no effect on the outcome of any of the proposals.

Stockholders are entitled to one vote for each share of Common Stock held. March 24, 2022,30, 2023, 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 63,539,42863,679,590 shares of Common Stock issued and outstanding held by approximately 213212 Stockholders.

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 JosephKaren A. Onorato, William H. Runge IIISmith Bogart and W. Christopher WellbornJeffrey S. Lorberbaum as Class IIII directors at the Annual Meeting. The Class III and Class IIIII 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. Onorato, RungeDr. Bogart and WellbornMr. Lorberbum as a Class IIII director of the Company, unless the Stockholders direct otherwise in their proxies. Each of Messrs. Onorato, RungeDr. Bogart and WellbornMr. Lorberbaum has consented to serve as a director of the Company if elected. In the unanticipated event that anyeither of Messrs. Onorato, Runge and WellbornDr. Bogart or Mr. Lorberbaum 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 anyeither of Messrs. Onorato, Runge and WellbornDr. Bogart or Mr. Lorberbaum 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.

PROPOSAL 1 — ELECTION OF DIRECTORS RECOMMENDS

A VOTE FOR THE

DIRECTOR EXPERIENCE MATRIX
		Type of Experience		Number of Mohawk Directors with Experience
		Global Business		6		Director, Director Nominee and Executive Officer Information Our Board of Directors offers a broad and diverse range of key skills and unique strengths to provide effective oversight of the Company and create long-term sustainable growth through successful execution of the Company’s strategic initiatives. Together, our directors bring to our Board a deep and broad array of global business experience and expertise in mergers and acquisitions, as well as diverse viewpoints and technical knowledge relevant to our industry. In totality, this mix of attributes among our directors enhances our Board’s leadership and effectiveness in light of the Company’s businesses and organizational complexities and long-term strategy. The following pages list the two Class I directors nominated for re-election at the 2023 Annual Meeting and the six directors with continuing terms that expire in subsequent years, as well as biographical information for all directors as required by SEC regulations.
		Mergers & Acquisitions		6
		Finance		6
		Sustainability		5
		Information Technology		4
		Cybersecurity		2
		Knowledge of Flooring Industry		6
		Manufacturing/Operations		6
		Distribution/Transportation		6

PROPOSAL 1 — ELECTION OF THE NOMINEES LISTED BELOWDIRECTORS

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 III directors and the directors in Classes I and II 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 2021 with the Company, and directorships, including any other directorships held during the past five years, in other publicly-held companies.

Nominees for Director

Class IIII Directors (If Elected, Terms Expire 2025)

Joseph A. Onorato — Mr. Onorato (age 73) has been a director of the Company since February 2008. From July 1998 until his retirement in September 2000, Mr. Onorato served as Senior Vice President and Chief Financial Officer for the Automotive Aftermarket Group of Dana Corporation, a global leader in the engineering, manufacturing and distribution of components and systems for worldwide vehicular and industrial manufacturers. In July 1998, Dana Corporation merged with Echlin, Inc. (“Echlin”), a worldwide manufacturer of motor vehicle parts. At the time of the merger, Mr. Onorato was Senior Vice President and Chief Financial Officer for Echlin. He is a certified public accountant and previously worked with PricewaterhouseCoopers. Mr. Onorato also served on the board of directors for Affinia Group Intermediate Holdings, Inc., where he was chairman of the Audit Committee, and BPI Holdings International, Inc., both motor vehicle components manufacturers. In addition, Mr. Onorato serves as a member of the Dean’s Advisory Council at the Quinnipiac University School of Business.2026)

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Class II Directors Continuing in Office (Terms Expire 2024)

Bruce C. Bruckmann — 

Biographical Information:

Mr. Bruckmann (age 68)69) 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.waste management and used oil re-refining business. Mr. Bruckmann is a former director and Chairman of the Board of Directors of MWI Veterinary Supply Co., a distributor of animal health products to veterinarians, and he is a former director of Town Sports International, Inc., a fitness club operator, AmerisourceBergen, a distributor of human health products, CORT Business Services, a renter of residential and commercial furniture and furnishings, Chromcraft Revington, a manufacturer of residential furniture, and California Pizza Kitchen, a casual restaurant chain. Mr. Bruckmann also serves as a director for Eos Fitness, a private company.

Qualifications:

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PROPOSAL 1 — ELECTION OF DIRECTORS

Biographical Information:

Mr. Engquist (age 68)69) 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.

Qualifications:

Mr. Engquist brings significant executive and board experience with a public integrated equipment services company, including service as a Chief Executive Officer, President and Executive Chairman.

Class III Directors Continuing in Office (Terms Expire 2025)

Biographical Information:

Mr. Onorato (age 74) has been a director of the Company since February 2008. From July 1998 until his retirement in September 2000, Mr. Onorato served as Senior Vice President and Chief Financial Officer for the Automotive Aftermarket Group of Dana Corporation, a global leader in the engineering, manufacturing and distribution of components and systems for worldwide vehicular and industrial manufacturers. In July 1998, Dana Corporation merged with Echlin, Inc. (“Echlin”), a worldwide manufacturer of motor vehicle parts. At the time of the merger, Mr. Onorato was Senior Vice President and Chief Financial Officer for Echlin. He is a certified public accountant and previously worked with PricewaterhouseCoopers. Mr. Onorato also served on the board of directors for Affinia Group Intermediate Holdings, Inc., where he was chairman of the Audit Committee, and BPI Holdings International, Inc., both motor vehicle components manufacturers. In addition, Mr. Onorato serves as a member of the Dean’s Advisory Council at the Quinnipiac University School of Business.

Qualifications:

Mr. Onorato brings significant executive and financial experience with public, global manufacturing companies, including service as both a Chief Financial Officer and as a Treasurer, together with service on another public company board of directors.

PROPOSAL 1 — ELECTION OF DIRECTORS

Biographical Information:

Mr. Runge (age 71) 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.

Qualifications:

Mr. Runge brings extensive experience working with companies to transform operations, catapult growth and accelerate results, together with experience serving as an independent advisor, a CFO, COO, CEO and Controller in the manufacturing, distribution and service industries.

Biographical Information:

Mr. Wellborn (age 67) 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.

Qualifications:

Mr. Wellborn, our President and Chief Operating Officer, brings over 30 years of experience in the manufacturing and finance sectors, with approximately 20 years as an executive in the flooring industry.

Contractual Obligations with respectRespect 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 theyThe former stockholders of Aladdin currently may designate two directors,one director, and Jeffrey S. Lorberbaum is currently the only such designee of the former stockholders of Aladdin.designee.

PROPOSAL 1 — ELECTION OF DIRECTORS

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, William W. Harkins, 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, 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 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 Company’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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PROPOSAL 1 — ELECTION OF DIRECTORS

directors and committee members can be found in the Company’s Corporate Governance Guidelines, which can be found on the Company’s website at ir.mohawkind.com under the heading “Investors” and the subheading “Corporate Governance.”

In February 2023, the Board of Directors appointed Mr. Engquist as Lead Independent Director.

Committees

The Company has a standing Audit Committee (the “Audit Committee”) of the Board of Directors established in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee is comprised of four directors: Mr. Onorato (Chair), Mr. Bruckmann, Mr. Engquist and Mr. Runge. The Audit Committee met seven times during 2021.2022. The Board of Directors has determined that

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2021 Director Compensation2022 DIRECTOR COMPENSATION

The following table presents certain summary information concerning director compensation for our non-management directors paid by the Company during the year ended December 31, 2021.2022.

(1) Includes payment of the annual retainer and retainers for committee chairs, as applicable. Dr. Bogart elected to take her 2021 service year retainer 50% in the form of cash ($45,000), and 50% in the form of Common Stock (480 shares). Mr. Engquist, Mr. Onorato and Mr. Runge elected to take their 2021 service year retainer 100% in the form of Common Stock (854, 1,014 and 960 shares, respectively). All such shares were issued on January 4, 2021 pursuant to the Company’s Non-Employee Director Stock Plan, which is a sub-plan of the Mohawk Industries, Inc. 2017 Incentive Plan (the “2017 Plan”). Fractional shares of Common Stock were paid in cash in the following amounts: $144.17 (Mr. Engquist), $177.95 (Mr. Onorato), $277.24 (Mr. Runge) and $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 4, 2021, each of the non-employee directors received 674 restricted stock units, with a grant date fair value of $133.56 per share. As of December 31, 2021, our non-employee directors held the following aggregate number of restricted stock units:

(3) Mr. Balcaen retired from the Board of Directors on May 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.

(3)	Mr. Burris was appointed to the Board of Directors on February 17, 2022. Pursuant to the Director Plan, Mr. Burris received a pro-rata portion of the $80,000 annual cash retainer for service as a director for the remaining portion of the 2021 service year.

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.

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, 20212022 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, 20212022 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, 2021,2022, filed with the SEC.

Audit Committee

Joseph A. Onorato-ChairOnorato — Chair

Bruce C. Bruckmann

John M. Engquist

William H. Runge III

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 20212022 and 2020, respectively,2021, 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 20212022 and 2020, respectively.2021. 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 2021, Audit Fees were impacted by reduced 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 2020, Audit Fees were impacted by services related to 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)

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 20212022 and 2020.2021.

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, 20222023 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.KPMG as the Company’s independent registered public accounting firm. 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 interestsinterest 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 interestsinterest 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.

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 2021,2022, who are listed below:

Executive Summary

The Company faced unique challenges in 20212022 as the Company’s business and operations continued to bewere impacted by disruptions from the COVID-19 pandemic. During 2020, the Company completed actions prompted by the evolving COVID-19 pandemic to enhance future performance including site closings, other facility and product rationalizations and workforce reductions. These global actions delivered savings of approximately $110 million in the aggregate in 2020 and 2021, with costs of approximately $168 million. During 2021, inflationrapid cost escalations in materials, energy, transportation and laborlabor. During 2022, inflation, rising interest rates and other macroeconomic factors impacted new single-family home construction and residential remodeling in most of the Company’s profitability across all segments.major markets. As consumers faced a higher cost of living, discretionary spending — including flooring purchases — declined; and, as a result, the Company’s flooring customers reduced inventories, with the greatest impact falling in the fourth quarter. 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 and logistics. During 2022, the Company took actions to enhance future performance including facility and product rationalizations and workforce reductions. The Company anticipates these global actions will deliver annual savings of approximately $55 to $60 million, with an estimated cost of approximately $125 to $130 million. In this environment, the Company was able to invest approximately $676.1$580.7 million in capital projects for capacity expansions, cost reduction initiatives and upgrades for recent acquisitions as well as maintenance across the segments. Throughout 2022, management also continued to expand capacities, create differentiated products, and improve productivity. Throughout 2021, management has also remained focused on health and safety duringmonitor the impact of the COVID-19 pandemic and has continued to take actionimplement safety procedures to minimize exposure risk forprevent workplace transfer of the Company’s employees, suppliers, customers and other stakeholders.virus. 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.

AsAlthough our businesses continue to innovate, introduce new products, improve productivity and expand geographically, we are pleased to report improvedour 2022 financial performance in 2021.was impacted by the challenges discussed above. Key metrics include: net sales were approximately $11.2$11.7 billion, an increase of 17.3%4.8% from the prior year or 16%8.8% on a constant currency and days basis; earnings per share (EPS) as reported was $14.94, up$0.39, down approximately 107%97.4% versus 2020;2021; excluding unusual charges, EPS was $14.86*$12.85*, updown approximately 68%13.5% compared to 2020.2021. For the full year, we generated free cash flow of approximately $633 million* and increased$88.4 million.* Operating income was $244.2 million, down approximately 81.7% compared to 2021; adjusted operating income was $1,083.0 million, down approximately 110% year over year.20.4% compared to 2021.

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, as we significantly rely onalthough certain threshold performance metricsgoals were not achieved with respect to the 2022 annual incentive awards, the Compensation Committee determined to approve at the threshold level in those cases in order to appropriately compensate executives for determining our executive compensation, the compensation of our named executive officers was positively affected by our financial results in 2021 and our performance results in prior years.their individual contributions.

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COMPENSATION DISCUSSION AND ANALYSIS

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 2021,2022, the peer group was comprised of the following companies (which differed fromis the same peer group used for 2020, as described below)⁽¹⁾in 2021):

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 2021,2022, the

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COMPENSATION DISCUSSION AND ANALYSIS

Company. We also believe they are good indicators of our overall performance, including whether the Company and its business units are achieving our annual or longer-term business objectives, and lead to the creation of long-term value for our stockholders.

Components of Our Compensation Program

Our executive compensation program consists primarily of the following integrated components: base salary, annual incentive awards and long-term incentive opportunities, which together comprise an executive’s total direct compensation.

Base salary provides our executive officers with a level of compensation consistent with their skills, experience and contributions in relation to comparable positions in the competitive marketplace. Base salary is set at the beginning of each calendar year and does not vary based on individual or business performance during the year or during prior periods. By contrast, the other components of our executives’ total direct compensation—compensation — the annual incentive awards and long-term incentive compensation—compensation — are at risk based on performance. The Compensation Committee reviews the base salaries of our executive officers annually and otherwise when an executive is promoted or has a significant change in duties or responsibilities. In addition, we also consider the executive’s experience for the position, differences in position and responsibilities relative to the peer group and the executive’s personal contribution to the financial and operational performance of the Company and our businesses.

For 2021,2022, annual incentive awards were awarded under our Annual Incentive Plan. The Annual Incentive Plan provides a direct link between executive compensation and annual performance. Our executives’ annual incentive award is at risk based on how well the Company and our executives perform against annual performance goals. Awards made pursuant to the Annual Incentive Plan may be in the form of cash or restricted stock units. Restricted stock units granted under the Annual Incentive Plan vest ratably over three years following the grant date.

For 2021,2022, equity incentive awards in the form of restricted stock units were awarded under the Company’s Senior Executive Long-Term Incentive Plan (the “LTIP”). The LTIP provides a link between executive compensation and our long-term performance, as the value of grants is based on total shareholderstockholder return for a three-year performance period and annual Company and business unit performance goals as well as personal performance goals. To determine the number of awards granted under the LTIP in February 2021,2022, the total shareholderstockholder return was measured over the three-year period ending in 20202021 and Company and business unit performance was measured against 20202021 financial goals. The Compensation Committee also considered the individual performance of each executive officer in relation to the personal performance goals previously set by the Compensation Committee. Equity incentive awards vest ratably over three years following the grant date.

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COMPENSATION DISCUSSION AND ANALYSIS

2022 Total Target Direct Compensation Mix

Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation

At the 20212022 Annual Meeting of Stockholders, holders of over 96%95% of the voted shares approved the compensation of the Company’s named executive officers. The Board and the Compensation Committee appreciate and value the views of our stockholders. In considering the result of this most recent advisory vote on executive compensation, the Compensation Committee concluded that the compensation paid to our executive officers and the Company’s overall pay practices continue to enjoy strong shareholderstockholder support. In light of this support, the Compensation Committee did not make material changes to our executive compensation program.

At the 2017 Annual Meeting of Stockholders, our stockholders expressed a preference that advisory votes on executive compensation be held on an annual basis. Consistent with this preference, the Board has implemented an advisory vote on executive compensation on an annual basis until thebasis. The next required vote on the frequency of stockholder votes on the compensation of executive officers which is scheduled towill occur at the 2023 annual meeting.this Annual Meeting.

Determination of Executive Officer Compensation

20212022 Review of Compensation

As a guide in setting compensation for 2021,2022, the Compensation Committee used the results of a survey by Aon of our peer group executive compensation conducted in 2020. This assessment showed that for 2020,2021, Mr. Lorberbaum, the Company’s Chief Executive Officer, received total direct compensation below the 50th percentile of the peer group, which is broken down as follows: base salary slightly above the 50th percentile of the peer group; total cash compensation, which includes base salary and annual cash incentive awards, below the 50th percentile of the peer group; and long-term incentive compensation below the 50th percentile of the peer group. Mr. Brunk, the Company’s Chief Financial Officer, earned a base salary below the 50th percentile of the peer group, total cash compensation below the 50th percentile of the peer group and long-term incentive compensation below the 50th percentile of the peer group. Mr. Wellborn, the Company’s President and Chief Operating Officer, earned a base salary above the 50th percentile of the peer group, total cash compensation above the 50th percentile of the peer group and long-term incentive compensation below the 50th percentile of the peer group. Mr. Thiers earned a base salary atslightly below the 50th percentile of the peer group, total cash compensation, which includes base salary and annual cash incentive awards, atbelow the 50th

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COMPENSATION DISCUSSION AND ANALYSIS

In making its determinations of 20212022 executive compensation, the Compensation Committee at its February 20212022 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-term incentives, (ii) results of performance of our named executive officers against applicable financial and personal performance goals for 2020,2021, and (iii) other factors described in “Compensation “Compensation Philosophy and Objectives” above. Then, together with Mr. Lorberbaum’s recommendations for compensation for the named executive officers other than himself, the Compensation Committee made determinations concerning 20212022 adjustments to base salaries and awards under the annual and long-term incentive compensation plans.

In April 2021, Mr. Boykin retired from his role as the Company’s Chief Financial Officer. In connection with his appointment as Chief Financial Officer in April 2020, the Compensation Committee determined that Mr. Boykin would receive an annualized base salary and would not participate in the Company’s short- or long-term incentive plans during 2020. Prior to resuming his position as Chief Financial Officer in April 2020, Mr. Boykin was serving as a consultant to the Company, and his payment for such services is included in the Summary Compensation Table. Because his retirement from the Company was announced prior to when 2021 executive officer compensation was determined, the compensation decisions made by the Compensation Committee in February 2021 described throughout this Compensation Discussion and Analysis are generally not applicable to Mr. Boykin. In connection with his retirement, Mr. Boykin received no additional cash compensation and the continued vesting of his remaining shares of restricted stock. He did not otherwise receive compensation from the Company after his retirement from the Company in 2021.

Also in April 2021, Mr. Brunk was appointed as the Company’s Chief Financial Officer. Before his appointment as Chief Financial Officer, Mr. Brunk was serving as the Company’s Chief Accounting Officer. Because his appointment as Chief Financial Officer was announced in April 2021, the compensation decisions made by the Compensation Committee in February 2021 and February 2020 described throughout this Compensation Discussion and Analysis are generally not applicable to Mr. Brunk.

Base Salary

Based on the Compensation Committee’s review of marketplace data, the economic conditions and other factors described above, base salaries for 20212022 were adjusted in consideration of individual performance and consistent with Company-wide salary increases. Each named executive officer who was serving as an executive officer at the beginning of 2021 received a base salary increase of 2.50%3.0% over 2020,2021, with the exception of Mr. De Cock,Brunk, who received a base salary increase of 10.74%9.6% over 20202021 as a result of merit-based evaluation by the Compensation Committee.

Annual Incentive Awards

As discussed above, the named executive officers are eligible to earn annual incentive awards under the Annual Incentive Plan. Pursuant to the plan, each of our named executive officers is eligible to participate in a bonus pool that is established based on the Company achieving a threshold level of performance, and which determines each named executive officer’s maximum bonus opportunity, subject to negative discretion by the Compensation Committee to determine the actual amount of annual incentive payouts, as described below. The governing parameters of the Annual Incentive Plans are as follows: (i) no annual incentive awards are payable under the plan unless the Company achieves positive consolidated adjusted operating income for the year; (ii) actual incentive awards earned by the named executive officers are based on the level of achievement of

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COMPENSATION DISCUSSION AND ANALYSIS

For 2021,2022, the Compensation Committee established the Incentive Plan Financial Goals set forth in the following table to guide the Compensation Committee’s determination of actual bonus amounts under the Annual Incentive Plans. Calculations between the various performance levels are linear (which means they were determined using straight-line interpolation). For Messrs. Lorberbaum, Brunk and Wellborn, the Annual Incentive Plan Financial Goals related to Company EPS. For the President of the Flooring Rest of World segment (Mr. Thiers) and the President of Flooring North America (Mr. De Cock), the Annual Incentive Plan Financial Goals related to Company EPS and business unit EPS (collectively weighted at 25% and 75%).

20212022 Incentive Plan Financial Goals

(1)

The Compensation Committee determined by dividingpay outs under 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

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COMPENSATION DISCUSSION AND ANALYSIS

Long-Term Incentive Plan

With respect to awards granted under the LTIP in the first quarter of 2021,2022, the Compensation Committee determined that RSU awards would have two components: fixed and variable. The fixed component of the RSU grant was based on a percentage of each participant’s salary and not dependent on personal, Company or business unit performance. The variable component of the RSU grant was based on a combination of performance metrics related to total shareholder return and business unit performance as well as personal performance, as further described below. Awards granted under the LTIP vest ratably over the three-year period following the grant date. The Grants of Plan-Based Awards table included in this proxy statement shows the actual number of LTIP awards that each of our named executive officers received in 2021.2022.

Fixed LTIP Component. In order to recruit and retain key executives, the Compensation Committee designed the plan in 20202021 to include a fixed LTIP component based on a percentage of each participant’s 20202021 base salary as follows:

Variable LTIP Component. Similar to the Annual Incentive Plan, in order for 20212022 awards to be granted under the variable component of the LTIP, the Company had to achieve positive adjusted consolidated operating income for 2020.2021. Having achieved this threshold, the Compensation Committee evaluated the number of RSUs to grant to the named executive officers under the variable component of the LTIP based on (i) the Company’s stock performance over the three-year period ending in 20202021 as compared to peer companiesthe S&P 500 (“TSR Component”), (ii) business unit performance in 20202021 (“Business Unit Component”), and (iii) personal performance objectives, each as described below, together with a qualitative assessment of Company and management performance during the performance period.

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Business Unit Component. The financial goals for determining the number of stock awards granted in 20212022 for the Business Unit Component of the LTIP were based on Company and Business Unit EPS targets for 2020.2021. The Compensation Committee assigned each participant a target value of stock awards (based on a percentage of 20202021 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%60% of the target valuebase salary in the case of Messrs. Lorberbaum and Wellborn and 0% to 140%40% of the target valuebase salary in the case of Messrs. Brunk, 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 2020,2021, the Compensation Committee established the Business Unit EPS Goals set forth in the following table to guide the Compensation Committee’s exercise of discretionCommittee in determining actual RSU awards in 20212022 under the Business Unit Component of the long-term incentive plans. Calculations between the various performance levels are linear (which means they were determined using straight-line interpolation). For Messrs. Lorberbaum, Wellborn and Brunk, the Incentive Plan Financial Goals consisted of the Company EPS. For

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COMPENSATION DISCUSSION AND ANALYSIS

Based on the 20202021 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.

While acknowledging that the 2020 Company EPS and Flooring North America EPS 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 Compensation 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 second quarter of 2020. With respect to Mr. De Cock, the Compensation Committee also considered his efforts in restructuring the Flooring North America division. In connection with its qualitative assessment of management’s performance, the Compensation Committee noted that many factors impacting Company performance were outside of management’s control, including the economic impact of the pandemic. Taking these items into account, as well as performance against other qualitative performance measures, the Compensation Committee determined to pay out awards at an adjusted level of performance in order to retain the Company’s management in a competitive market for talented executives.

Individual Performance Objectives. In February 2021,2022, the Compensation Committee reviewed individual performance objectives and accomplishments for each of the named executive officers during 2020.2021. The various

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COMPENSATION DISCUSSION AND ANALYSIS

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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