INTERFACE INC : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)


(c) Appointment of Chief Executive Officer

On March 3, 2022, Interface, Inc. (“the Company”) appointed Laurel M. Hurd (age
52) as its next President and Chief Executive Officer, effective April 18, 2022. Ms. Hurd’s employment in this position is scheduled to commence on that date,
succeeding Daniel T. Hendrix who will remain with the Company as non-executive
Chairman of the Board of Directors.

Since February 2019, Ms. Hurd has served as Segment President, Learning and
Development at global consumer goods company Newell Brands Inc., leading its
Baby and Writing businesses. Previously, Ms. Hurd was the Division Chief
Executive Officer for Newell Brands’ Writing division starting in February 2018.
From 2016 to February 2018, she served as Chief Executive Officer of Newell
Brands’ Baby division. From May 2014 until 2016, Ms. Hurd was President of the
Baby and Parenting division at Newell Brands, where she oversaw the Calphalon,
Goody, and Rubbermaid consumer brands. From 2012 to 2014, Ms. Hurd was Vice
President, Global Development for Newell Brands, leading both Marketing and
Research & Development for the Graco, Aprica, and Teutonia brands globally.

Since August 2021, Ms. Hurd also has served on the board of directors of RV
manufacturer Thor Industries, Inc. It is anticipated that Ms. Hurd will be
appointed as a Director of the Company.

Ms. Hurd’s Compensation Arrangements at the Company

Ms. Hurd’s compensation as President and Chief Executive Officer of the Company
is described in her Employment Offer Letter dated March 3, 2022 (the “Offer
Letter”), a copy of which is attached hereto as Exhibit 99.1. Her initial rate
of salary compensation in this position will be $34,375 semi-monthly, which
annualizes to $825,000. She will be eligible to participate in the Company’s
annual executive cash bonus program (“Executive Bonus Program”) with an initial
target opportunity of 125% of her yearly paid salary. Under the Executive Bonus
Program’s current terms, achievement can potentially reach as high as 175% of
her target opportunity based on Company financial performance. Her 2022
opportunity under the Executive Bonus Program will not be prorated based on her
anticipated hire date; instead, the Company will use her full-year annualized
base salary as her eligible bonus earnings when calculating any achievement
under the program, and her actual bonus for 2022 will not be less than 75% of
her target opportunity.

Ms. Hurd will be eligible to participate in the Company’s long-term equity
incentive plan (“LTI Plan”) with an initial target opportunity of 275% of her
annual base salary. Under the Company’s current LTI Plan, achievement can
potentially reach as high as 200% of her target opportunity based on Company
financial performance. To address anticipated forfeitures of certain of Ms.
outstanding equity awards with her current employer, the value of her
first-year equity grant under the LTI Plan (which will be made on her start
date) will be $3,668,750. Per the terms of the Company’s 2022 LTI Plan, 50% of
the total grant value will be provided in time-based restricted stock, with the
remaining 50% granted in the form of performance shares. The time-based
restricted portion of her first-year equity grant will vest ratably over 2
years. In future years she will be eligible to receive additional equity awards
during the Company’s regular annual grant cycle (typically during the first
quarter of each fiscal year).

Ms. Hurd also will receive perquisites commensurate with other executive
officers of the Company, and she will participate in the Company’s various
health and other employment benefit plans for which she is otherwise eligible in
accordance with terms of the plans and policies in effect from time to time.


On Ms. Hurd’s first day of employment, she will be offered the opportunity to
sign a Severance Protection and Change-in-Control Agreement in the form attached
to her Offer Letter.

The foregoing description of Ms. Hurd’s compensation is qualified in its
entirety by reference to the Offer Letter.


A copy of the Company’s press release dated March 7, 2022 announcing Ms. Hurd’s appointment is furnished herewith as Exhibit 99.2. The information set forth in
this Item 7.01, including the exhibit hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

    Exhibit No.     Description
       99.1           Employment Offer Letter for Laurel M. Hurd dated March 3, 2022.
                      Press Release Announcing Appointment of Laurel M. Hurd as President and
       99.2         Chief Executive Officer
        104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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