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

ARTICLE 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY PROVISIONS OF CERTAIN OFFICERS.

(c) Appointment of the Chief Executive Officer

At March 3, 2022, Interface, Inc. (“the Company”) named Laurel M. Hurd (age 52) as the next President and Chief Executive Officer, effective April 18, 2022. Mrs. Hurd employment in this position must begin on this date, succeeding Daniel T. Hendrix who will remain with the Company as non-executive Chairman of the Board of Directors.

Since February 2019, Mrs. Hurd served as Segment President, Learning and Development at global consumer goods company Newell Brands Inc., leading its Baby and Writing businesses. Previously, Mrs. Hurd was the chief executive officer of the writing division of Newell Brands from February 2018. From 2016 to February 2018, she served as the general manager of the baby division of Newell Brands. From May 2014 until 2016, Mrs. Hurd was President of the Baby and Parenting Division at Newell Brands, where she oversaw consumer brands Calphalon, Goody and Rubbermaid. From 2012 to 2014, Mrs. Hurd was vice president, Global Development for Newell Brands, leading both marketing and research and development for the Graco, Aprica and Teutonia brands globally.

Since August 2021, Mrs. Hurd also served on the board of VR maker Thor Industries, Inc. It is expected that Mrs. Hurd will be appointed director of the Company.

Mrs. Hurd Remuneration methods within the company

Mrs. Hurd compensation as President and Chief Executive Officer of the Corporation is described in its offer letter dated March 3, 2022 (the “Letter of Offer”), a copy of which is attached hereto as Exhibit 99.1. His initial salary compensation rate in this position will be $34,375 fortnightly, which ends at $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 annual salary. Under the current terms of the executive bonus program, achievement can potentially reach up to 175% of its target opportunity depending on the company’s financial performance. His opportunity in 2022 under the executive bonus program will not be pro-rated based on his expected hire date; instead, the Company will use his annualized base salary for the full year as his qualifying bonus when calculating any achievement under the program, and his actual bonus for 2022 will not be less than 75% of his target opportunity .

Mrs. 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 his annual base salary. Under the company’s current LTI plan, achievement can potentially reach up to 200% of its target opportunity depending on the company’s financial performance. To deal with the anticipated confiscations of some of the Mrs. Hurd outstanding share awards with his current employer, the value of his first year share award under the ILT Plan (which will be made on his start date) will be $3,668,750. Under the terms of the company’s LTI 2022 plan, 50% of the total award value will be provided in the form of limited-life shares, with the remaining 50% awarded in the form of performance shares. The time-restricted portion of his first-year stock award will vest pro-rata over 2 years. In future years, she may receive additional stock awards during the company’s regular annual grant cycle (usually in the first quarter of each fiscal year).

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

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At Mrs. Hurd first day of employment, she will be offered the opportunity to sign a departure and change of control protection agreement in the form attached to her offer letter.

The previous description of Mrs. Hurd the indemnity is qualified in its entirety by reference to the letter of offer.

ARTICLE 7.01 RULES FD DISCLOSURE.

A copy of the Company’s press release dated March 7, 2022 announcing Mrs. Hurd appointment is attached as Exhibit 99.2. The information set forth in this Section 7.01, including the attachment, 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 expressly provided otherwise by specific reference in such filing.

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Item 9.01 Financial statements and supporting documents

(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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