INTERFACE INC
For the period ended May 19, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2026 · Filed Apr 1, 2026
Contents
PROXY STATEMENT SUMMARY
The Board of Directors ("Board") of Interface, Inc. (the "Company," "we," "us," "our" or "Interface") is furnishing this Proxy Statement and soliciting proxies in connection with the proposals to be voted on at the Interface, Inc. 2026 Annual Meeting of Shareholders ("Annual Meeting") and any postponements or adjournments thereof. This summary highlights certain information contained in this Proxy Statement, but it does not contain all of the information you should consider when voting your shares. Please read the entire Proxy Statement carefully before voting.
| 2026 Annual Meeting Information | |
|---|---|
| Date | Tuesday, May 19, 2026 |
| Time | 9:00 a.m. Eastern Time |
| Location | Interface, Inc. 1280 West Peachtree Street NW Atlanta, Georgia 30309 |
| Record Date | Friday, March 13, 2026 |
| Stock Symbol | TILE |
| Stock Exchange | NASDAQ |
| Corporate Website | www.interface.com |
In the event the Company changes the date, time or location of the Annual Meeting pursuant to the guidance issued by the SEC, the Company will inform shareholders in a manner as prescribed by such guidance.
Voting Items and Vote Recommendation
| Item | Board Recommendation | Reasons for Recommendation | More Information |
|---|---|---|---|
| 1. To elect ten members of the Board of Directors. | FOR | The Board and the Nominating & Governance Committee believe our nominees possess the skills, experience and qualifications to effectively monitor performance, provide oversight and support management's execution of the Company's long-term strategy. | Page 13 |
| 2. To approve, on an advisory basis, executive compensation, often referred to as a “say on pay.” | FOR | Our executive compensation program incorporates many compensation governance best practices and reflects our commitment to align pay with performance. | Page 22 |
| 3. To ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2026. | FOR | Based on its assessment, the Audit Committee believes that the appointment of Ernst & Young LLP is in the best interests of Interface and our shareholders. | Page 53 |
| Vote in Advance of the Meeting | Vote in Person | ||
|---|---|---|---|
| Internet | Telephone | ||
| Using the Internet and voting at the website listed on the proxy card and the Notice. | Using the toll-free phone number listed on the proxy card and the Notice. | Signing, dating and mailing a proxy card. | See page 60 for details on attending the Annual Meeting in person. |
Our Company
Who We Are
We are a worldwide leader in design, production and sales of commercial flooring, such as carpet tile, luxury vinyl tile, and rubber tile and sheet products. Our flooring systems help customers create beautiful interior spaces while positively impacting those who use them and our planet. We are committed to the pursuit of sustainability and minimizing our impact on the environment while enhancing shareholder value. This commitment is exemplified by our decision to go ‘all in,’ where we focus on continuing to avoid, reduce, and store as much carbon as we can in the manufacture of our products, our business operations, and our supply chain. We believe Interface has for decades been the most environmentally conscious company in the global flooring industry, and we remain committed to leading the industry in sustainability, design and innovation.
Our Performance
In addition to the financial data shown below, the Compensation Discussion and Analysis section of this Proxy Statement contains important measures of our 2025 financial performance.
| NET SALES ($ in millions) | GROSS PROFIT and ADJUSTED GROSS PROFIT (NON-GAAP)* ($ in millions) |
|---|---|
| OPERATING INCOME and ADJUSTED OPERATING INCOME (NON-GAAP)* ($ in millions) | DILUTED EPS and ADJUSTED DILUTED EPS (NON-GAAP)* |
*Please see Appendix A for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures and an explanation of why we believe non-GAAP measures provide useful information to shareholders and the additional purposes for which we use non-GAAP measures.
Our Capital Structure
We believe we have a strong capital structure and the financial resources to deliver on our strategic initiatives. During 2025, we generated strong cash flows and repaid $121 million of debt. We ended the year with total debt of $182 million and net debt of $110 million.
| YEAR END TOTAL DEBT ($ in millions) | YEAR END NET DEBT (NON-GAAP)* ($ in millions) |
|---|---|
| NET INCOME and ADJUSTED EBITDA (NON-GAAP)* ($ in millions) | YEAR END NET DEBT / ADJUSTED EBITDA (NON-GAAP)* |
| Total Debt / Net Income | 9.4x | 26.6x | 9.4x | 3.5x | 1.6x |
|---|
*See Appendix A for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.
Environmental, Social and Governance (ESG)
Interface is committed to operating in an ethical manner with a focus on sustainability that benefits all stakeholders – employees, customers, shareholders, and the environment. Our 30+ year sustainability journey is guided by a purpose-driven culture and an emphasis on transparency. We continue to set aggressive targets in line with the level of action needed for sound corporate citizenship and environmental responsibility.
Our Board of Directors oversees all areas of ESG at Interface. Our Nominating & Governance Committee monitors and advises the Company’s management regarding environmental, social, and related governance matters that are significant to the Company. The Audit Committee oversees the Company’s legal and regulatory compliance and reporting regarding environmental, social, and governance metrics and performance. The Innovation & Sustainability Committee reviews, monitors, and provides guidance on our sustainability strategy and progress, including topics related to climate and circularity. Our Compensation & Talent Development Committee oversees human capital development, including employee engagement, corporate culture, and talent development.
Recent ESG Highlights include:
| ENVIRONMENTAL | SOCIAL | GOVERNANCE | |||
| ● | 'All in' on carbon negative by 2040 – committed to avoiding, reducing,and storing more carbon than ever before | ● | Certified by Great Place to Work® in nine countries | ● | Emphasizing ethical and responsible behavior through strong policies and compliance training |
|---|---|---|---|---|---|
| ● | Continuing to progress on our 2030 science-based targets | ● | Fostering a safe, healthy and inclusive work environment | ● | Prioritizing effective risk management with a robust Enterprise Risk Management program |
| ● | Building a portfolio of cradle-to-gate carbon negative flooring | ● | Advancing talent development through engaging, personalized learning programs | ● | Investing in leadership development across the organization |
| ● | Accelerating circular economy strategies through design, innovation, and material choices | ● | Investing in health and wellness resources for employee well-being | ||
Learn more about our progress to reduce environmental impacts, cultivate social responsibility, and operate with strong governance, in our annual Impact Report. (Our Impact Report is not a part of this Proxy Statement.)
Summary of Item 1 - Election of Directors
In this proposal, shareholders are asked to vote "FOR" each of the following ten director nominees.
| Nominee Name | Director Since | Independent? | Audit Committee | Compensation & Talent Development Committee | Nominating & Governance Committee | Innovation & Sustainability Committee |
|---|---|---|---|---|---|---|
| John P. Burke | 2013 | Yes | ✔ | |||
| Dwight Gibson | 2019 | Yes | ✔ | |||
| Daniel T. Hendrix | 1996 | No | Chair | |||
| Laurel M. Hurd | 2022 | No | ||||
| Christopher G. Kennedy | 2000 | Yes | Chair | |||
| Joseph Keough | 2019 | Yes | ✔ | ✔ | ||
| Catherine M. Kilbane | 2018 | Yes | Chair | ✔ | ||
| K. David Kohler | 2006 | Yes | ✔ | ✔ | ||
| Catherine Marcus | 2023 | Yes | ✔ | |||
| Robert T. O’Brien | 2022 | Yes | Chair | ✔ | ||
Summary of Item 2 - Advisory Vote to Approve Executive Compensation
We provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the rules of the SEC. The vote on this resolution is not intended to address any specific element of compensation; rather, the advisory vote relates to the overall compensation of our named executive officers, as well as the philosophy, policies and practices, all as described in this Proxy Statement. The vote is advisory, and therefore it is not binding on the Company, the Compensation & Talent Development Committee or our Board of Directors. We recommend that our shareholders vote "FOR" approval of our executive compensation as described in this Proxy Statement.** **
Our executive compensation program is generally designed to:
| Provide competitive compensation packages that will attract and retain superior talent | Motivate our executive officers to achieve desired Company performance and to appropriately reward that performance | Align the interests of our executive officers with long- term interests of our shareholders, primarily through equity awards |
|---|
We believe that motivating and rewarding exceptional performance is the overriding principle of our executive compensation program.
| We Do: | We Do Not: | |||
|---|---|---|---|---|
| ✔ | Provide a significant portion of our named executive officers’ total compensation in the form of awards tied to our long-term strategy and our performance. | X | Provide supplemental retirement benefits to our executive officers (other than a legacy arrangement with Mr. Stansfield, as described below). | |
| ✔ | Require compliance with our Stock Ownership Guidelines, which require that our executive officers own a specified value of shares of the Company’s common stock. | X | Time the grants of equity awards to coordinate with the release of material non-public information, or time the release of material non-public information for the purpose of affecting the value of any named executive officer compensation. | |
| ✔ | Have a Compensation & Talent Development Committee comprised entirely of independent directors who use an independent consultant retained by the committee. | X | Provide tax gross-ups for our named executives. | |
| ✔ | Have a clawback policy that requires the Company to recover from executives any excess incentive-based compensation resulting from an accounting restatement. | X | Provide excessive perquisites to executives. | |
| ✔ | Have ongoing consideration and oversight by the Compensation & Talent Development Committee with respect to any potential risks associated with our incentive compensation programs. | X | Have a shareholder rights plan (i.e., poison pill). | |
| ✔ | Prohibit our associates through our Insider Trading Policy from engaging in hedging transactions in our stock, and prohibit our officers and directors from pledging our stock as loan collateral. | X | Pay dividends on unvested performance-based equity awards. | |
| ✔ | Utilize “double trigger” change-in-control provisions in our equity award and executive severance agreements. | X | Permit pledging or hedging activities by our executive officers involving our stock. | |
The following sets forth the primary objectives addressed by each component of our executive compensation program:
| Competitive base salary | Assists with attraction and retention of highly qualified executives and promotes management stability |
|---|---|
| Annual cash bonus opportunity based on achievement of established goals | Aligns individual interests with overall short-term (typically annual) objectives, and reinforces “pay for performance” program goals |
| Long-term incentives | Aligns individual interests with the long- term investment interests of shareholders and assists with retention of highly qualified executives |
For more information regarding our compensation, please see our Compensation Discussion and Analysis beginning on page 25.
Summary of Item 3 - Ratify Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
Ernst & Young LLP (“EY”) served as the Company’s independent registered public accounting firm for 2025. Our Audit Committee has selected EY to audit our financial statements for 2026. Although it is not required to do so, the Board is submitting the Audit Committee's selection of our independent registered public accounting firm for ratification by the shareholders at the Annual Meeting in order to ascertain the view of our shareholders regarding such selection. We recommend that our shareholders vote "FOR" the ratification of EY as the Company’s Independent Registered Public Accounting Firm for 2026. Prior to 2025, BDO USA, P.C. (“BDO USA”) served as the Company’s independent registered public accounting firm. Below is summary information about EY’s fees for services during 2025 and BDO USA’s fees for services during 2024:
| 2025 | 2024 | |
|---|---|---|
| Audit Fees | $2,454,170 | $2,472,050 |
| Audit-Related Fees | - | 96,500 |
| Tax Fees | 91,964 | 118,696 |
| All Other Fees | 5,200 | - |
| Total | $2,551,334 | $2,687,246 |
See Item 3 for further information regarding these fees.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.