DEF 14A of Mohawk Industries Inc, Apr 3, 2026

DEF 14A of Mohawk Industries Inc

Filed Apr 3, 2026 · FY20250001104659-26-039491

Open on EDGAR

  1. Director and Director Nominee Information

    Director and Director Nominee Information Mohawk’s 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, Mohawk’s directors bring to the 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 the flooring industry. In totality, this mix of attributes among the Company’s directors enhances the Board’s leadership and effectiveness in light of the Company’s businesses and organizational complexities and long-term strategy.

  2. Director and Director Nominee Information

    | DIRECTOR EXPERIENCE MATRIX | | BOGART | BRUCKMANN | BURRIS | ENGQUIST | LORBERBAUM | ONORATO | RUNGE | THIERS | WELLBORN | # | | | GLOBAL BUSINESS Mohawk is a global business, with products tailored to regional demand, manufactured in 19 countries and sold in approximately 180 countries worldwide. | | | | | | | | | | 7 | | | MERGERS & ACQUISITIONS During the past three decades, Mohawk has grown significantly through a combination of organic growth and acquisitions, including 33 acquisitions since 2013. | | | | | | | | | | 9 | | | FINANCE Mohawk’s business involves complex cross-border financial transactions and requires a high level of strategic and financial experience. | | | | | | | | | | 6 | | | SUSTAINABILITY Mohawk is committed to responsible practices and environmental stewardship. The Board has primary responsibility for oversight of environmental, social and governance matters. | | | | | | | | | | 8 | | | ENTERPRISE RISK MANAGEMENT The Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk. | | | | | | | | | | 7 | | | CYBERSECURITY The Board’s Audit Committee is responsible for risk oversight related to cybersecurity and data security. | | | | | | | | | | 2 | | | KNOWLEDGE OF FLOORING INDUSTRY Mohawk is the world’s largest flooring company. Knowledge of the flooring industry includes an understanding of markets, competition and vertically integrated operations (design, material sourcing, manufacturing and distribution), product performance, sustainable features, quality control, cost management and raw material integrity. | | | | | | | | | | 7 | | | MANUFACTURING/OPERATIONS Mohawk operates manufacturing facilities in 19 countries and is committed to providing safe, fair and respectful work environments while responsibly sourcing the raw materials used to create its products. | | | | | | | | | | 7 | | | DISTRIBUTION/TRANSPORTATION Mohawk owns and operates a vast logistics network, using route optimization software and “backhauls” to streamline delivery routes, ensure compliance with regulated emissions levels and boost efficiency. | | | | | | | | | | 6 |

  3. Director and Director Nominee Information

    The following pages list the three Class I directors nominated for re-election at the 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.

  4. Nominees for Director

    Nominees for Director

  5. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

  6. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | Karen A. Smith Bogart, Ph.D. |

  7. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | INDEPENDENT DIRECTOR since May 2011 AGE 68 BOARD COMMITTEES • Compensation • Nominating & Corporate Governance (Chair) REASON FOR NOMINATION Dr. Bogart brings broad executive experience, including in the consumer products sector and in Asia, with domestic and multi-national public and private companies in various industries, together with service on another public company board of directors. | BIOGRAPHICAL INFORMATION Smith Bogart Consulting, an advisory firm focused on business growth, turn-around and capability • President (June 2006 to present) Dr. Bogart has led start-up firms in consumer products and printing services. Eastman Kodak Company (“Kodak”) • Chairman and President of Greater Asia, responsible for Kodak’s businesses and operations across Asia (2004 to 2006) • Senior Vice President, responsible for managing many of Kodak’s largest global businesses in the consumer, professional and health sectors (1980 to 2003) OTHER PUBLIC COMPANY BOARDS Monolithic Power Systems, Inc., a public semiconductor company (2007 to 2016) OTHER BOARD SERVICE Michelman Inc., a privately held specialty chemicals company (current director) (2015 to present) Silver Maple Ventures, an on-line crowd-funding firm (2015 to 2017) |

  8. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | KEY SKILLS | | | | Global Business | | | Mergers & Acquisitions | | | Sustainability | | | Enterprise Risk Management | | | Knowledge of Flooring Industry | | | Manufacturing/ Operations |

  9. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | Jeffrey S. Lorberbaum |

  10. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | CHAIRMAN OF THE BOARD since May 2004 DIRECTOR since March 1994 AGE 71 REASON FOR NOMINATION Mr. Lorberbaum, Mohawk’s Chairman and Chief Executive Officer, brings almost 50 years of management and executive experience in the flooring industry and is a significant stockholder. | BIOGRAPHICAL INFORMATION Mohawk Industries, Inc. • Chief Executive Officer (January 2001 to present) • President and Chief Operating Officer (1995 to 2001) Aladdin Mills Inc. (“Aladdin”) In March 1994, Mohawk acquired Aladdin • President and Chief Executive Officer (1994) • Vice President — Operations (1986 to February 1994) • Joined Aladdin in 1976 |

  11. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | KEY SKILLS | | | | Global Business | | | Mergers & Acquisitions | | | Finance | | | Sustainability | | | Enterprise Risk Management | | | Knowledge of Flooring Industry | | | Manufacturing/ Operations | | | Distribution/ Transportation |

  12. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | Bernard P. Thiers |

  13. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | DIRECTOR since February 2024 AGE 70 REASON FOR NOMINATION Mr. Thiers, as a former executive officer of the Company, brings nearly 40 years of management and executive experience in the flooring industry generally and in the Company’s Flooring Rest of World segment specifically. | BIOGRAPHICAL INFORMATION Mohawk Industries, Inc. • Senior Advisor (February 2024 to January 2025) • President — Flooring Rest of the World (2009 until his retirement in February 2024) • President — Unilin Flooring (2006 to 2009) Unilin Holding NV (“Unilin”), a leading manufacturer and marketer of laminate flooring products based in Belgium In October 2005, Mohawk acquired Unilin (which became a significant operating subsidiary in the Company’s Flooring Rest of the World segment) • Managing Director of Unilin Flooring (1996 to 2006) • Joined Unilin in 1984 as a plant manager and served in roles of increasing management significance since that time |

  14. CLASS I DIRECTORS (IF ELECTED, TERMS EXPIRE 2029)

    | KEY SKILLS | | | | Global Business | | | Mergers & Acquisitions | | | Knowledge of Flooring Industry | | | Manufacturing/ Operations | | | Distribution/ Transportation |

  15. Continuing Directors

    Continuing Directors

  16. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

  17. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | Bruce C. Bruckmann |

  18. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | INDEPENDENT DIRECTOR since October 1992 AGE 72 BOARD COMMITTEES • Audit • Nominating & Corporate Governance QUALIFICATIONS Mr. Bruckmann brings significant experience in corporate finance and capital markets, together with service on other public company boards of directors. | BIOGRAPHICAL INFORMATION Bruckmann, Rosser, Sherrill & Co., Management LP, a private equity investment firm • Managing Director (January 1995 to December 2025) Citicorp Venture Capital, Ltd. (“CVC, Ltd.”) • Managing Director (1994 to 1995) • Vice President (1983 to 1994) 399 Venture Partners, Inc. (formerly Citicorp Investments, Inc.) • Executive Officer (1994 to 1995) OTHER PUBLIC COMPANY BOARDS H&E Equipment Services, Inc., a renter and distributor of industrial and construction equipment (former director) MWI Veterinary Supply Co., a distributor of animal health products (former director and Chairman of the Board of Directors) Town Sports International, Inc., a fitness club operator (former director) AmerisourceBergen, a distributor of human health products (former director) Chromcraft Revington, a manufacturer of residential furniture (former director) California Pizza Kitchen, a casual restaurant chain (former director) Heritage-Crystal Clean, Inc., a waste management and used oil re-refining business (former director) CORT Business Services, a renter of residential and commercial furniture and furnishings (former director) OTHER BOARD SERVICE Eos Fitness, a private company (current director) |

  19. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | KEY SKILLS | | | | Mergers & Acquisitions | | | Finance | | | Sustainability | | | Enterprise Risk Management | | | Knowledge of Flooring Industry |

  20. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | Jerry W. Burris |

  21. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | INDEPENDENT DIRECTOR since February 2022 AGE 62 BOARD COMMITTEES • Compensation • Nominating & Corporate Governance QUALIFICATIONS Mr. Burris brings significant executive leadership experience in management of global manufacturing operations and related processes, such as supply chain management, quality control and product development, together with service on other public company boards of directors. | BIOGRAPHICAL INFORMATION Midwest Can Company, a manufacturer of portable fuel cans and specialty containers • President and Chief Executive Officer (May 2018 to present) Associated Materials Group, Inc., a manufacturer of professionally installed exterior building products • President and Chief Executive Officer (2011 to 2014) Barnes Group, Inc. • President of precision components business (2006 to 2011) General Electric • President and Chief Executive Officer of Advanced Materials Quartz and Ceramics (2006) • General Manager of Global Services at GE Healthcare (2003 to 2006) • Head of Global Supply Chain Sourcing with GE Industrial Systems and Honeywell Integration (2000) OTHER PUBLIC COMPANY BOARDS nVent Electric plc (current director since 2018) Fifth Third Bancorp (2016 to 2020) Pentair plc (2008 to 2018) OTHER BOARD SERVICE Midwest Can Company (current director since 2017) |

  22. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | KEY SKILLS | | | | Global Business | | | Mergers & Acquisitions | | | Finance | | | Sustainability | | | Enterprise Risk Management | | | Manufacturing/ Operations | | | Distribution/ Transportation |

  23. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | John M. Engquist |

  24. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | LEAD INDEPENDENT DIRECTOR since February 2023 INDEPENDENT DIRECTOR since February 2020 AGE 72 BOARD COMMITTEES • Audit • Nominating & Corporate Governance 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. | BIOGRAPHICAL INFORMATION H&E Equipment Services, Inc., a public integrated equipment services company • Executive Chairman of the Board (January 2019 to June 2025) • Chief Executive Officer and Director of H&E Inc. (2005 to 2019) • President of H&E Inc. (2005 to 2012) • 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) • Served in executive leadership roles with predecessor companies of H&E LLC (prior to 2002) OTHER PUBLIC COMPANY BOARDS Herc Holdings, Inc. (current director since 2025) H&E Equipment Services, Inc. (director and Executive Chairman of the Board from 2019 until sale of business) OTHER BOARD SERVICE Serves as a director on the board of a number of private companies LSU Foundation (current director, serving on several committees of the Board of Directors) Franciscan Missionaries of Our Lady Health System, Inc., based in Baton Rouge, Louisiana (current director and member of the Finance Committee) |

  25. CLASS II DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2027)

    | KEY SKILLS | | | | Mergers & Acquisitions | | | Sustainability | | | Enterprise Risk Management | | | Cybersecurity | | | Knowledge of Flooring Industry | | | Manufacturing/ Operations | | | Distribution/ Transportation |

  26. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

  27. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | Joseph A. Onorato |

  28. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | AUDIT COMMITTEE FINANCIAL EXPERT INDEPENDENT DIRECTOR since February 2008 AGE 77 BOARD COMMITTEES • Audit (Chair) • Compensation 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 other public company boards of directors. | BIOGRAPHICAL INFORMATION Dana Corporation, a global leader in the engineering, manufacturing and distribution of components and systems for worldwide vehicular and industrial manufacturers • Senior Vice President and Chief Financial Officer, Automotive Aftermarket Group (July 1998 until his retirement in September 2000) Echlin, Inc. (“Echlin”), a worldwide manufacturer of motor vehicle parts In July 1998, Dana Corporation merged with Echlin • Senior Vice President and Chief Financial Officer (1981 to 2000) Certified public accountant with previous work experience at PricewaterhouseCoopers OTHER PUBLIC COMPANY BOARDS Affinia Group Intermediate Holdings, Inc., a motor vehicle manufacturing company (2004 to 2016) • Served as Chairman of the Audit Committee BPI Holdings International, Inc., a motor vehicle manufacturing company (2013 to 2015) OTHER BOARD SERVICE Quinnipiac University School of Business (Dean’s Advisory Council, 1985 to 2023) |

  29. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | KEY SKILLS | | | | Global Business | | | Mergers & Acquisitions | | | Finance | | | Sustainability | | | Enterprise Risk Management |

  30. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | William H. Runge III |

  31. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | INDEPENDENT DIRECTOR since July 2014 AGE 74 BOARD COMMITTEES • Audit • Compensation (Chair) QUALIFICATIONS Mr. Runge brings extensive experience working with companies to transform operations, catapult growth and accelerate results. Mr. Runge has worked in domestic and international businesses to develop long-term strategies as well as operating tactics to both improve profitability and drive growth. | BIOGRAPHICAL INFORMATION Alvarez & Marsal, a premier business advisory firm for companies seeking to transform operations, catapult growth and accelerate results • Managing Director (June 2002 until his retirement in January 2026) • Served in Chief Financial Officer, Chief Operating Officer, Chief Executive Officer and Controller roles in the manufacturing, distribution and service industries Arthur Andersen • Partner-in-Charge for the Southeast Region Corporate Recovery Practice (1997 to 2002) • Spent more than 10 years with the corporate restructuring group in Atlanta |

  32. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | KEY SKILLS | | | | Global Business | | | Mergers & Acquisitions | | | Finance | | | Sustainability | | | Knowledge of Flooring Industry | | | Manufacturing/ Operations | | | Distribution/ Transportation |

  33. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | W. Christopher Wellborn |

  34. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | VICE CHAIRMAN OF THE BOARD since February 2025 DIRECTOR since March 2002 AGE 70 QUALIFICATIONS Mr. Wellborn served as Mohawk’s President and Chief Operating Officer until his retirement in 2025. He brings more than 30 years of experience in the manufacturing and finance sectors, with approximately 20 years as an executive in the flooring industry. | BIOGRAPHICAL INFORMATION Mohawk Industries, Inc. • Senior Advisor (February 2025 to March 2026) • President and Chief Operating Officer (November 2009 until his retirement in February 2025) • Chief Operating Officer (2005 to 2009) • President — Dal-Tile (2002 to 2005) Dal-Tile International, Inc. (“Dal-Tile”) In March 2002, Mohawk acquired Dal-Tile • Executive Vice President, Chief Financial Officer and Assistant Secretary (1997 to 2002) Lenox, Inc. • Senior Vice President and Chief Financial Officer (1993 to 1997) |

  35. CLASS III DIRECTORS CONTINUING IN OFFICE (TERMS EXPIRE 2028)

    | KEY SKILLS | | | | Global Business | | | Mergers & Acquisitions | | | Finance | | | Sustainability | | | Enterprise Risk Management | | | Cybersecurity | | | Knowledge of Flooring Industry | | | Manufacturing/ Operations | | | Distribution/ Transportation |

  36. Contractual Obligations with Respect to the Election of Directors

    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. The former stockholders of Aladdin currently may designate one director, and Jeffrey S. Lorberbaum is currently such designee.

  37. 2025 Director Compensation

    2025 Director Compensation The interests of the Company’s directors, like those of management, are aligned with those of our stockholders through meaningful stock ownership. Continuing non-employee directors are granted shares of the Company’s common stock on an annual basis, constituting a substantial portion of their compensation. To further enhance alignment, Mohawk’s director stock ownership guidelines require directors with five or more years of tenure to own shares with a value equivalent to five times their annual cash retainer.

  38. 2025 Director Compensation

    | | 2025 Annual Retainer ($) | | Non-Employee Director | | | • Cash Retainer | 100,000 | | • Equity Retainer | 165,000 | | Additional Compensation | | | Lead Independent Director | 35,000 | | Committee Chairs: | | | • Audit | 25,000 | | • Compensation | 20,000 | | • Governance | 15,000 |

  39. 2025 Director Compensation

    The following table presents certain summary information concerning director compensation for our non-employee directors paid by the Company during the year ended December 31, 2025.

  40. 2025 Director Compensation

    | Non-Employee Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total (#) | | Karen A. Smith Bogart | 115,000 | 147,566 | | 262,566 | | Bruce C. Bruckmann | 100,000 | 147,566 | | 247,566 | | Jerry W. Burris | 100,000 | 147,566 | | 247,566 | | John M. Engquist | 135,000 | 147,566 | | 282,566 | | Joseph A. Onorato | 125,000 | 147,566 | | 272,566 | | William H. Runge III | 120,000 | 147,566 | | 267,566 | | Bernard P. Thiers(3) | 40,272 | 55,925 | 321,854 | 418,051 | | W. Christopher Wellborn(4) | — | — | 2,919,921 | 2,919,921 |

  41. 2025 Director Compensation

    (1) Includes payment of the annual retainer and retainers for committee chairs, as applicable. Mr. Bruckmann elected to take his 2024 service year retainer 50% in the form of cash ($50,000) and 50% in the form of Common Stock (406 shares). Messrs. Engquist, Onorato and Runge and Dr. Bogart elected to take their 2024 service year retainer 100% in the form of Common Stock (1,100, 1,018, 977 and 937 shares, respectively). All such shares were issued on January 2, 2025 pursuant to the Company’s Non-Employee Director Compensation Plan (the “Director 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: $256.45 (Mr. Bruckmann), $259.57 (Mr. Engquist), $306.76 (Mr. Onorato), $290.05 (Mr. Runge) and $217.65 (Dr. Bogart). 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, 2025, each of the non-employee directors received 1,273 restricted stock units, with a grant date fair value of $115.92 per share and which vest in approximately equal installments on each of the first three anniversaries of the date of grant. As of December 31, 2025, Mohawk’s non-employee directors held the following aggregate number of restricted stock units:

  42. 2025 Director Compensation

    | Non-Employee Director | Restricted Stock Units (#) | | Dr. Bogart | 2,991 | | Mr. Bruckmann | 2,991 | | Mr. Burris | 2,991 | | Mr. Engquist | 2,991 | | Mr. Onorato | 2,991 | | Mr. Runge | 2,991 | | Mr. Thiers | 12,319 | | Mr. Wellborn | 34,512 |

  43. 2025 Director Compensation

    (3) Effective January 1, 2025, Mr. Thiers concluded his service as a senior advisor to the Company and began receiving compensation as a non-employee director pursuant to the Director Plan. He received prorated non-employee director compensation under the Director Plan for the period from January 1, 2025 through May 22, 2025, the date of the Company’s 2025 Annual Meeting of Stockholders. In addition, for 2025, Mr. Thiers received compensation under the Senior Executive LTIP based on performance for the 2024 fiscal year. The amount reported above for Mr. Thiers includes (i) a prorated cash retainer of $40,272 under the Director Plan paid during 2025, including (a) the approximate U.S. dollar value of $13,268 representing the portion of his prorated cash retainer under the Director Plan paid in euros, converted to U.S. dollars using the euro to dollar exchange rate of 1.17 for 2025, and (b) $27,004 representing the portion of his prorated cash retainer under the Director Plan that was paid in U.S. dollars; (ii) $55,925, which is the grant date fair value of 495 restricted stock units granted on March 4, 2025 as a prorated equity retainer under the Director Plan, having a grant date fair value equal to the number of units issued times the closing trading price of the Company’s stock on the grant date ($112.98); and (iii) $321,854, which is the grant date fair value of 2,777 restricted stock units granted on February 21, 2025 pursuant to the Senior Executive LTIP for performance during the period ended December 31, 2024, having a grant date fair value equal to the number of units issued times the closing trading price of the Company’s stock on the grant date ($115.90). (4) Mr. Wellborn did not receive any compensation for his service as a director under the Director Plan in 2025. Since his retirement from the position of President and Chief Operating Officer on February 1, 2025, Mr. Wellborn served in a senior advisory role to ensure a successful transition of the business and its strategies until March 1, 2026. In addition, Mr. Wellborn has also continued to serve on the Board of Directors and was appointed Vice Chairman of the Board effective February 1, 2025. In connection with Mr. Wellborn’s senior advisory role, Mr. Wellborn’s base salary was set at approximately $312,000 on an annualized basis. The amount reported for Mr. Wellborn includes (i) total salary of $389,819 paid during 2025, which reflects one month of service as Chief Operating Officer and 11 months as a senior advisor to the Company; (ii) $2,207,200, which is the grant date fair value of 19,044 restricted stock units granted on February 21, 2025 pursuant to the Senior Executive LTIP for performance during the period ended December 31, 2024, having a grant date fair value equal to the number of units issued times the closing trading price of the Company’s stock on the grant date ($115.90); (iii) $307,711 in prorated annual incentive awards under the Senior Executive Annual Incentive Plan for 2025; and (iv) $15,191 in other compensation, including 401(k) matching contribution, disability and insurance coverage benefits and payment for an annual physical. 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.

  44. 2025 Director Compensation

    | | Proposal 2 — Ratification of Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm |

  45. 2025 Director Compensation

    The Audit Committee has selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026 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 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 interest 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 interest of the Company and its investors.

  46. 2025 Director Compensation

    | | The Board of Directors recommends a vote FOR the ratification of KPMG LLP as the Company’s independent registered public accounting firm. |

  47. 2025 Director Compensation

    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, 2025 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 the 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, 2025 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, 2025, filed with the SEC.

  48. 2025 Director Compensation

    | AUDIT COMMITTEE | | | | | Joseph A. Onorato — Chair | Bruce C. Bruckmann | John M. Engquist | William H. Runge III |

  49. Compensation Discussion and Analysis

    | 24 | Executive Summary | | 25 | Compensation Philosophy and Objectives | | 25 | Market Data | | 26 | Company and Individual Performance Metrics | | 26 | Components of Our Compensation Program | | 26 | Allocation of Total Direct Compensation | | 27 | Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation | | 27 | Determination of Executive Officer Compensation | | 27 | 2025 Review of Compensation | | 28 | Base Salary | | 28 | Annual Incentive Awards |

  50. Compensation Discussion and Analysis

    | 29 | Long-Term Incentive Plan | | 33 | Perquisites and Other Executive Benefits | | 33 | Retirement Benefits and Deferred Compensation | | 33 | Severance Pay Arrangements | | 34 | Stock Ownership Guidelines and Hold Periods | | 34 | Clawback Policy | | 34 | Insider Trading Policy | | 34 | Policy on Hedging Transactions | | 35 | Equity Grant Guidelines | | 35 | Compensation Risk Review |

  51. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | 1 | Market data based on the compensation levels, programs and practices of certain other peer companies, and | 2 | Company and individual performance in specified areas, such as financial metrics and operational efficiency. |

  52. MARKET DATA

    MARKET DATA The Company considers the compensation levels, programs and practices of certain other companies to assist in setting executive compensation so that it is market competitive. The Company reviews 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 the Company. The Company believes that it competes, to varying degrees, for business and talent with the companies in this peer group. The Compensation Committee considers the 50th 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 executives. For purposes of setting compensation levels for 2025, the following companies comprised the peer group (which differed from the peer group used for 2024, as described below)(1):

  53. MARKET DATA

    | Builders FirstSource, Inc. Carrier Global Corporation Eastman Chemical Company Fortune Brands Innovations Leggett & Platt | Lennox International, Inc.* Masco Corporation Newell Brands Owens Corning PPG Industries, Inc. | RPM International, Inc. The Sherwin-Williams Company Stanley Black & Decker, Inc. Trane Technologies plc Whirlpool Corporation |

  54. MARKET DATA

    (1) Entities marked with an asterisk are new to the peer group for 2025. JELD-WEN Holding, Inc. was removed from the peer group for 2025 based on data received from an analysis by Aon plc. 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 2024, the 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.

  55. COMPANY AND INDIVIDUAL PERFORMANCE METRICS

    COMPANY AND INDIVIDUAL PERFORMANCE METRICS The Company relies significantly on performance-based measurements to determine the compensation earned by executives. To customize the compensation program and recognize individual performance and contribution to the Company, the Company focuses on goals relating to: • earnings per share (EPS), • earnings before interest, taxes, depreciation and amortization (EBITDA), • total stockholder return (TSR), and • individual performance. The Company selects these financial and individual metrics for its incentive programs because it believes that they create appropriate incentives, aligned with those of its stockholders, to improve the operational efficiency and financial performance of the Company. The Company also believes these metrics are good indicators of its overall performance, including whether the Company and its business units are achieving annual or long-term business objectives, and lead to the creation of long-term value for stockholders.

  56. 2025 Review of Compensation

    2025 Review of Compensation As a guide in setting compensation for 2025, the Compensation Committee used the results of a survey by Aon of the Company’s peer group executive compensation conducted in 2024. This assessment showed that for 2024: • Mr. Lorberbaum, the Company’s Chief Executive Officer, received total direct compensation below the 25th percentile of the peer group, which is broken down as follows: > base salary above the 75th percentile of the peer group; > total cash compensation, which includes base salary and annual cash incentive awards, below the 25th percentile of the peer group; and > long-term incentive compensation below the 25th percentile of the peer group. • Mr. Brunk, the Company’s Chief Financial Officer during 2024, received total direct compensation below the 25th percentile of the peer group, which is broken down as follows: > base salary below the 50th percentile of the peer group; > total cash compensation above the 25th percentile of the peer group; and > long-term incentive compensation below the 25th percentile of the peer group. • Mr. De Cock, the Company’s President — Flooring North America during 2024, received total direct compensation above the 50th percentile of the peer group, which is broken down as follows: > base salary above the 75th percentile of the peer group; > total cash compensation, which includes base salary and annual cash incentive awards, above the 75th percentile of the peer group; and > long-term incentive compensation below the 50th percentile of the peer group. • Mr. Vandini, the Company’s President — Global Ceramics and Former President — Ceramic Europe during 2024, received total direct compensation below the 50th percentile of the peer group, which is broken down as follows: > base salary above the 75th percentile of the peer group; > total cash compensation, which includes base salary and annual cash incentive awards, above the 75th percentile of the peer group; and In making its determinations of 2025 executive compensation, the Compensation Committee at its February 2025 meeting considered: (i) the results of the Aon assessment discussed above and a tally sheet detailing the various elements of compensation for named executive officers, including base salary and annual and long-term incentives, (ii) results of performance of named executive officers against applicable financial and personal performance goals for 2024, and (iii) other factors described in “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 2025 adjustments to base salaries and awards under the annual and long-term incentive compensation plans. Mr. Walma was not an executive officer of the Company at the time of the 2024 Aon assessment. The Compensation Committee considered and approved his compensation package effective as of November 11, 2024.

  57. Annual Incentive Awards

    Annual Incentive Awards As discussed above, named executive officers are eligible to earn annual incentive awards under the SEAIP. Pursuant to the plan, each named executive officer who participates in the SEAIP is eligible to participate in a bonus pool that is established based on the Company’s 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 SEAIP 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 applicable performance goals established by the Compensation Committee; and (iii) each named executive officer has a maximum bonus award limit based on a percentage of the bonus pool (which the Company refers to as the “Maximum Pool Award Limit”). In 2025, the Company achieved the threshold financial goal of positive consolidated adjusted operating income, making each named executive officer eligible to participate in the bonus pool. The bonus pool for 2025 performance was set by the Compensation Committee at approximately $12.2 million. For 2025, the Maximum Pool Award Limit for each of Messrs. Lorberbaum and De Cock was approximately $3.0 million of the bonus pool, and the Maximum Pool Award Limit for each of Messrs. Brunk, Vandini and Walma was approximately $1.2 million of the bonus pool. For 2025 performance, the Compensation Committee exercised its discretion to award less than the Maximum Pool Award Limit for each named executive officer that participated in the SEAIP. 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. In February 2025, the Compensation Committee established annual incentive award opportunity ranges for each named executive officer serving at the time, reflected as a percentage of each named executive officer’s 2025 base salary that would be payable based on performance against applicable goals related to operating income and/or adjusted EPS (“Annual Incentive Plan Financial Goals”). The SEAIP for 2025 included an award opportunity at the threshold, target and maximum performance levels.

  58. Annual Incentive Awards

    | | Annual Incentive Plan Award Opportunity (Percentage of Base Salary) | | | | Name | Threshold | Target | Maximum | | Jeffrey S. Lorberbaum | 51% | 85% | 170% | | James F. Brunk | 42% | 70% | 140% | | Paul F. De Cock | 51% | 85% | 170% | | Mauro Vandini | 42% | 70% | 140% | | Ken Walma | 42% | 70% | 140% |

  59. Annual Incentive Awards

    For 2025, the Compensation Committee established the Annual Incentive Plan Financial Goals set forth in the following table to guide the Compensation Committee’s determination of actual bonus amounts under the SEAIP. Calculations between the various performance levels are linear (which means they were determined using straight-line interpolation). For Messrs. Lorberbaum and Brunk, the Annual Incentive Plan Financial Goals related to Company EPS. For Mr. De Cock, the Annual Incentive Plan Financial Goals related to Company EPS and Flooring North America segment EPS (weighted at 25% and 75%, respectively) for the first month of 2025, and 100% to Company EPS for the remainder of 2025. For Mr. Vandini, the Annual Incentive Plan Financial Goals related to Company EPS, Ceramic Europe operating income and Global Ceramic segment EPS (weighted at 25%, 35% and 40%, respectively). For Mr. Walma, the Annual Incentive Plan Financial Goals related to Company EPS and Flooring North America segment EPS (weighted at 25% and 75%, respectively).

  60. Annual Incentive Awards

    | | 2025 Annual Incentive Plan Financial Goals | | | | | Name | Company EPS ($) | Ceramic Europe Operating Income(1) (in millions) ($) | Flooring North America EPS(2) ($) | Global Ceramic EPS(2) ($) | | Threshold | 7.71 | 51 | 1.22 | 0.92 | | Target | 9.70 | 64 | 1.96 | 1.60 | | Maximum | 11.02 | 72 | 2.42 | 2.07 | | 2025 Performance* | 9.34 | 76 | 1.30 | 1.79 |

  61. Annual Incentive Awards

    * Adjustments were made to exclude the impact of miscellaneous non-operating expenses and other one-time charges related to the FNA order management system implementation. (1) Business unit operating income is determined by the adjusted operating income of Ceramic Europe, a subdivision of the Global Ceramic business segment, less certain costs and expenses. Operating Income for Ceramic Europe converted to U.S. dollars using the euro to dollar exchange rate of 1.17 for 2025. (2) Business segment EPS is determined by dividing the adjusted operating income for the Flooring North America business segment, less an allocation for tax and interest expenses, by the number of weighted-average diluted common shares outstanding. The Company’s named executive officers received payouts of the following annual incentive awards for the 2025 plan year, which are reflected in the “Non-Equity Incentive Plan” column of the “Summary Compensation Table” in this proxy statement:

  62. Annual Incentive Awards

    | Name | 2025 Award Under the Annual Incentive Plan ($) | | Jeffrey S. Lorberbaum | 1,162,471 | | James F. Brunk | 496,262 | | Paul F. De Cock | 902,753 | | Mauro Vandini(1) | 985,599 | | Ken Walma | 420,571 |

  63. Annual Incentive Awards

    (1) Amounts in euros have been converted to U.S. dollars based on a 1.17 exchange rate for 2025.

  64. Long-Term Incentive Plan

    Long-Term Incentive Plan With respect to awards granted under the Senior Executive LTIP in the first quarter of 2025, 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 Senior Executive 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 Senior Executive LTIP awards that each named executive officer received in 2025. Mr. Walma did not receive awards under the Senior Executive LTIP in the first quarter of 2025. In January 2025, Mr. Walma received a sign-on equity award of 23,745 restricted stock units, which vest ratably over five years.

  65. FIXED LTIP COMPONENT

    FIXED LTIP COMPONENT In order to recruit and retain key executives, the Compensation Committee designed the Senior Executive LTIP to include a fixed LTIP component based on a percentage of each participant’s 2024 base salary as follows:

  66. FIXED LTIP COMPONENT

    | Name | RSUs Granted in 2025 Based on Fixed Percentage of Participant’s 2024 Base Salary (#) | | Jeffrey S. Lorberbaum | 9,905 | | James F. Brunk | 4,229 | | Paul F. De Cock | 4,706 | | Mauro Vandini(1) | 2,190 |

  67. FIXED LTIP COMPONENT

    (1) Mr. Vandini participated in the EEIP during 2024, which included a fixed LTIP component.

  68. VARIABLE LTIP COMPONENT

    VARIABLE LTIP COMPONENT Like the SEAIP, in order for 2025 awards to be granted under the variable component of the Senior Executive LTIP, the Company had to achieve positive adjusted consolidated operating income for 2024. 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 Senior Executive LTIP based on: (i) the Company’s stock performance over the three-year period ending in 2024 as compared to the S&P 500 (“TSR Component”), (ii) business unit performance in 2024 (“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.

  69. — TSR COMPONENT

    | | Percentage of Base Salary Earned in RSUs | | | | | Name | TSR Below 25th Percentile | TSR at 25th Percentile | TSR at 50th Percentile | TSR at 75th Percentile | | Jeffrey S. Lorberbaum | 0% | 15% | 30% | 60% | | James F. Brunk | 0% | 10% | 20% | 40% | | Paul F. De Cock | 0% | 10% | 20% | 40% | | Mauro Vandini(1) | — | — | — | — |

  70. — BUSINESS SEGMENT COMPONENT

    — BUSINESS SEGMENT COMPONENT The financial goals for determining the number of stock awards granted in 2025 for the Business Segment Component of the Senior Executive LTIP were based on i) Company and Business Segment EPS targets and ii) Company and Business Segment Adjusted EBITDA targets for 2024. EPS Business Segment Opportunity The Compensation Committee assigned each participant a target value of stock awards (based on a percentage of 2024 base salary), which would be awarded if the Company or applicable Business Segment achieved the target EPS. The actual value of restricted stock units awarded could range from 0% to 60% of base salary in the case of Mr. Lorberbaum, and 0% to 50% of base salary in the case of Messrs. Brunk and De Cock. For Mr. Vandini, who participated in the EEIP instead of the Senior Executive LTIP, the actual value of restricted stock units awarded could range from 0% to 40% of base salary. Calculations between the various performance levels are linear (which means they were determined using straight-line interpolation).

  71. — BUSINESS SEGMENT COMPONENT

    (1) During 2024, Mr. Vandini participated in the EEIP, which did not include an Adjusted EBITDA portion of the Business Segment component. For 2024, the Compensation Committee established certain business performance goals related to Adjusted EBITDA (the “Adjusted EBITDA Business Segment Financial Goals”) set forth in the following table to guide the Compensation Committee in determining actual RSU awards in 2025 under the Adjusted EBITDA portion of the Business Segment 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 EBITDA portion of the Business Segment Financial Goals consisted of the Company EBITDA. • For Mr. De Cock, who served as President of Flooring — North America during 2024, the EBITDA Business Segment Financial Goals consisted of the Company EBITDA and Flooring — North America EBITDA (weighted at 25% and 75%, respectively).

  72. — BUSINESS SEGMENT COMPONENT

    | Name | 2025 RSUs Based on Achievement of Business Segment Financial Goals (#) | | Jeffrey S. Lorberbaum | 8,426 | | James F. Brunk | 3,317 | | Paul F. De Cock | 5,461 | | Mauro Vandini | 5,317 |

  73. — QUALITATIVE ASSESSMENT OF VARIABLE COMPONENT

    | NEO | Total Variable LTIP Award Granted in 2025 (# of RSUs) | | Jeffrey S. Lorberbaum | 11,922 | | James F. Brunk | 5,129 | | Paul F. De Cock | 7,477 | | Mauro Vandini | 6,303 |

  74. SEVERANCE PAY ARRANGEMENTS

    SEVERANCE PAY ARRANGEMENTS The Company’s named executive officers participate in the 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 termination of employment. The Company’s named executive officers, other than Mr. Vandini, are employees at-will and do not have long-term contracts with the Company. See “Employment Agreements with Named Executive Officers” for a description of the Company’s agreement with Mr. Vandini, including severance benefits provided thereunder and “Potential Payments Upon Termination or Change in Control” for a quantification of the severance benefits.

  75. EQUITY GRANT GUIDELINES

    EQUITY GRANT GUIDELINES The Company’s practice is to grant long-term equity awards on a predetermined schedule in connection with its annual compensation setting process. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for named executive officer grants in fiscal year 2025. To the extent permitted by Delaware law, the Compensation Committee may delegate to one or more officers of the Company the power to designate the employees (other than executive officers) of the Company or any of its subsidiaries who will receive grants of equity incentive awards and the number of such awards.

  76. 2025 SUMMARY COMPENSATION TABLE

    2025 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, 2025, 2024, and 2023 for: (i) the Principal Executive Officer of the Company, (ii) the Principal Financial Officer of the Company, and (iii) each of the three other most highly compensated executive officers of the Company (determined as of December 31, 2025) (collectively, the “Named Executive Officers”).

  77. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation(1) ($) | All Other Compensation(2) ($) | Total ($) | | Jeffrey S. Lorberbaum Chief Executive Officer | 2025 | 1,472,657 | — | 2,529,865(3) | 1,162,471 | 19,789 | 5,184,782 | | | 2024 | 1,429,764 | — | 1,699,963 | 1,629,419 | 19,037 | 4,778,183 | | | 2023 | 1,388,121 | — | 1,069,537 | 1,951,478 | 19,281 | 4,428,417 | | James F. Brunk Former Chief Financial Officer | 2025 | 763,398 | — | 1,084,592(3) | 496,262 | 18,051 | 2,362,303 | | | 2024 | 741,164 | — | 760,328 | 695,603 | 17,854 | 2,214,949 | | | 2023 | 683,100 | — | 458,300 | 713,215 | 17,128 | 1,871,742 | | Paul F. De Cock President and Chief Operating Officer; Former President — Flooring North America | 2025 | 1,168,733 | — | 3,301,296(3) | 902,753 | 19,707 | 5,392,489 | | | 2024 | 824,797 | — | 837,453 | 1,059,561 | 21,541 | 2,743,352 | | | 2023 | 774,457 | — | 491,623 | 716,065 | 21,973 | 2,004,118 | | Mauro Vandini President — Global Ceramic(4) | 2025 | 1,009,781 | — | 984,339(5) | 985,599 | 291,901 | 3,271,619 | | | 2024 | 876,704 | — | 1,931,874 | 883,440 | 254,657 | 3,946,676 | | Ken Walma President — Flooring North America(6) | 2025 | 839,175 | — | 2,808,559(7) | 420,571 | 19,166 | 4,087,471 |

  78. 2025 SUMMARY COMPENSATION TABLE

    (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 2025 include 401(k) matching contributions for Messrs. Lorberbaum, Brunk, De Cock and Walma; disability and insurance coverage benefits for Messrs. Lorberbaum, Brunk, De Cock, Vandini and Walma; and auto benefits for Messrs. Lorberbaum, Brunk, De Cock and Walma. With respect to Mr. Vandini, amount also includes i) additional payment for health insurance benefits, ii) additional payment for term life insurance, iii) additional payment for social security taxes totaling $253,244, and (iv) an auto benefit. (3) Represents restricted stock units awarded pursuant to the Senior Executive LTIP for performance during the period ended December 31, 2024 and awarded on February 21, 2025. 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 ($115.90). (4) On September 15, 2024, Mr. Vandini was appointed as President of the Company’s Global Ceramic reporting segment. Only Mr. Vandini’s compensation for 2025 and 2024 is presented above since Mr. Vandini was not a named executive officer in 2023. Mr. Vandini’s salary is paid in euro and calculated pursuant to his employment agreement and includes an end-of-service accrual payment of $60,176. 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 1.17 for 2025. (5) Represents restricted stock units awarded pursuant to the Executive Equity Incentive Plan for performance during the period ended December 31, 2024 and awarded on February 21, 2025. 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 ($115.90). (6) Mr. Walma joined the Company on November 11, 2024, and was appointed as President of the Company’s Flooring North America segment effective February 1, 2025. Only Mr. Walma’s compensation for 2025 is presented above, since Mr. Walma was not a named executive officer in 2024 or 2023. Represents restricted stock units granted on January 9, 2025, as an equity award in connection with Mr. Walma’s appointment as President — Flooring North America.

  79. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS

  80. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | Jeffrey S. Lorberbaum | | 751,055 | 1,251,759 | 2,503,517 | | | | | 2/21/25 | | | | 21,828 | 2,529,865 | | James F. Brunk | | 320,627 | 534,379 | 1,068,758 | | | | | 2/21/25 | | | | 9,358 | 1,084,592 | | Paul F. De Cock | | 589,868 | 983,113 | 1,966,226 | | | | | 2/21/25 | | | | 12,183 | 1,412,010 | | | 2/21/25 | | | | 16,301 | 1,889,286 | | Mauro Vandini | | 394,529 | 657,548 | 1,315,096 | | | | | 2/21/25 | | | | 8,493 | 984,339 | | Ken Walma | | 352,454 | 587,423 | 1,174,845 | | | | | 1/09/25 | | | | 23,745 | 2,808,559 |

  81. 2025 GRANTS OF PLAN-BASED AWARDS

    (1) Represents threshold, target and maximum bonus opportunities under the Annual Incentive Plan. Estimated future payouts under the Annual Incentive Plan for 2025 are presented on a prorated basis for Mr. De Cock. The actual amount of incentive bonus earned by each Named Executive Officer in 2025 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 restricted stock units were granted under the 2017 Plan. (3) Represents the per unit grant date fair value of $118.28 on January 8, 2025 (which was the closing price on the most recent trading day prior to January 9, 2025) and $115.90 on February 21, 2025. The grant date fair value of restricted stock units is equal to the number of units issued times the closing trading price of the Company’s stock on the day of grant, or, if the grant date falls on a non-trading day, the closing price on the most recent prior trading day.

  82. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END The following table sets forth information on outstanding equity awards for each of the Named Executive Officers on December 31, 2025.

  83. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END

    | | Stock Awards | | | Name | Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(1) ($) | | Jeffrey S. Lorberbaum | 3,466(2) | 378,834 | | | 14,376(3) | 1,571,297 | | | 21,828(4) | 2,385,800 | | James F. Brunk | 1,485(2) | 162,311 | | | 5,700(3) | 623,010 | | | 9,358(4) | 1,022,829 | | | 2,729(5) | 298,280 | | Paul F. De Cock | 1,593(2) | 174,115 | | | 6,147(3) | 671,867 | | | 12,183(4) | 1,331,602 | | | 3,521(6) | 384,845 | | | 16,301(7) | 1,781,699 | | Mauro Vandini | 3,383(2) | 369,762 | | | 6,788(3) | 741,928 | | | 8,493(4) | 928,285 | | | 5,048(8) | 551,746 | | Ken Walma | 18,996(9) | 2,076,263 |

  84. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END

    (1) Based on the closing trading price of the Common Stock on December 31, 2025, the last trading day of the year ($109.30). (2) Restricted stock units granted on February 28, 2023, in connection with each executive’s long-term incentive plan award for 2022 and scheduled to vest ratably over three years on each of the first three anniversaries of the grant date. (3) Restricted stock units granted on February 23, 2024, in connection with each executive’s long-term incentive plan award for 2023 and scheduled to vest ratably over three years on each of the first three anniversaries of the grant date. For Messrs. Lorberbaum, Brunk and De Cock, this amount also includes a portion of the 2023 annual incentive award paid in the form of restricted stock units that vest ratably over a period of three years, including 6,774, 1,935 and 1,935 restricted stock units, respectively. (4) Restricted stock units granted on February 21, 2025, in connection with each executive’s long-term incentive plan award for 2024 and scheduled to vest ratably over three years on each of the first three anniversaries of the grant date. (5) Restricted stock units granted on April 1, 2021, as an equity award in connection with Mr. Brunk’s promotion to Chief Financial Officer. The RSUs vested fully on April 1, 2026, the fifth anniversary of the grant date. (6) Restricted stock units granted on July 28, 2021, as a retention payment to Mr. De Cock. The RSUs are scheduled to vest ratably over three years on each of the third, fourth and fifth anniversary of the grant date. (7) Restricted stock units granted on February 21, 2025, as an equity award in connection with Mr. De Cock’s promotion to Chief Operating Officer. The RSUs are scheduled to vest fully on the fifth anniversary of the grant date. (8) Restricted stock units granted on September 3, 2024, as an equity award in connection with Mr. Vandini’s promotion to President — Global Ceramic. The RSUs are scheduled to vest in two approximately equal installments on each of the second and third anniversary of the grant date. Restricted stock units granted on January 9, 2025, as an equity award in connection with Mr. Walma’s promotion to President — Flooring North America. The RSUs are scheduled to vest ratably over five years on each of the first, second, third, fourth and fifth anniversary of November 11, 2024.

  85. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information regarding option exercises and RSUs that vested during 2025:

  86. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Jeffrey S. Lorberbaum | — | — | 15,643 | 1,804,313 | | James F. Brunk | — | — | 5,903 | 682,089 | | Paul F. De Cock | — | — | 10,427 | 1,219,080 | | Mauro Vandini | — | — | 8,993 | 1,041,538 | | Ken Walma | — | — | 4,749 | 516,929 |

  87. 2025 OPTION EXERCISES AND STOCK VESTED

    (1) Based on the closing trading price on the applicable vesting dates. For shares vesting on February 23, 2025, the value realized on vesting is based on the closing trading price on Friday, February 21, 2025.

  88. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION

  89. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in the Last FY ($) | Registrant Contributions in the Last FY ($) | Aggregate Earnings in Last FY(1) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FYE(2) ($) | | Jeffrey S. Lorberbaum | — | — | — | — | — | | James F. Brunk | — | — | 145,563 | — | 1,659,461 | | Paul F. De Cock | — | — | — | — | — | | Mauro Vandini | — | — | — | — | — | | Ken Walma | — | — | — | — | — |

  90. 2025 NONQUALIFIED DEFERRED COMPENSATION

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

  91. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL Each of the Company’s named executive officers, other than Mr. Vandini, is entitled to participate in the Company’s severance plan that is available to all employees. In addition, as described above under “Employment Agreements with Named Executive Officers,” as of December 31, 2025, the Company was party to an employment agreement with Mr. Vandini which specifies the payments and benefits to which he is entitled upon a termination of employment for specified reasons. The following table shows the estimated value of benefits payable to each of the named executive officers (i) if their service had been terminated under various circumstances as of December 31, 2025, or (ii) upon a change in control of the Company as of December 31, 2025. The amounts shown in the table exclude accrued but unpaid base salary, unreimbursed employment-related expenses, accrued but unpaid vacation pay (which payments and reimbursements would be made to all salaried employees), distributions under the Company’s 401(k) retirement plan (which plan is generally available to all salaried employees), payments under the Company’s severance plan (which plan is generally available to all salaried employees), and the value of equity awards that were vested by their terms as of December 31, 2025. The table also excludes the named executive officers’ vested account balances under the Senior Management Deferred Compensation Plan (the estimated value of which is reflected above under “2025 Nonqualified Deferred Compensation”).

  92. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | Name and Type of Payment | Involuntary Termination ($) | Termination for Cause; Voluntary Resignation ($) | Death ($) | Disability ($) | Retirement(1) ($) | Change in Control ($) | | Jeffrey S. Lorberbaum | | | | | | | | • Value of Equity Acceleration | — | — | 4,335,931(4) | 4,335,931(4) | 4,335,931 | 4,335,931(4) | | • Insurance | — | — | 1,472,657(5) | 1,472,657(6) | — | — | | James F. Brunk | | | | | | | | • Value of Equity Acceleration | — | — | 2,106,430(4) | 2,106,430(4) | 2,106,430 | 2,106,430(4) | | • Insurance | — | — | 763,398(5) | 763,398(6) | — | — | | Paul F. De Cock | | | | | | | | • Value of Equity Acceleration | — | — | 4,344,129(4) | 4,344,129(4) | — | 4,344,129(4) | | • Insurance | — | — | 1,168,733(5) | 1,168,733(6) | — | — | | Mauro Vandini | | | | | | | | • Cash Severance | 3,214,306(3) | — | 3,214,306 | 3,214,306 | — | — | | • Value of Equity Acceleration | — | — | 2,591,722(4) | 2,591,722(4) | 2,591,722 | 2,591,722(4) | | • Insurance | — | — | 1,638,000(5) | 4,095,000(6) | — | — | | Ken Walma | | | | | | | | • Value of Equity Acceleration | — | — | 2,076,263 | 2,076,263 | — | 2,076,263 | | • Insurance | — | — | 839,175 | 839,175 | — | — |

  93. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    (1) Pursuant to the terms of the 2017 Plan, an executive participating in the plan is eligible for retirement upon reaching the age of 60 following 10 years of continuous service to the Company. Upon retirement, any restricted stock units held by the executive continue to vest on their normal terms subject to forfeiture if the executive competes with the Company during the vesting period. Messrs. Lorberbaum, Brunk and Vandini were eligible for retirement as of December 31, 2025. (2) Under Mr. Vandini’s employment agreement, the Company agreed to pay to Mr. Vandini an amount equal to two years of total compensation if Mr. Vandini was terminated without just cause, if Mr. Vandini resigned for just cause, or in case of death or disability. For purposes of this disclosure, amount shown is the sum of (i) two times Mr. Vandini’s 2025 base salary net of his end-of-service accrual payment and (ii) two times Mr. Vandini’s annual cash bonus that would have been paid at the target level for 2025. (4) Reflects the value of unvested restricted stock units that vest upon the designated event, in each case based on the closing market price of the Common Stock on December 31, 2025, the last trading day of the year ($109.30). Pursuant to the 2017 Plan, unvested stock options and restricted stock units vest upon a change in control, assuming that such awards are not assumed or otherwise equitably converted in connection with the change in control. If the awards are assumed or otherwise equitably converted in connection with the change in control, then the outstanding unvested stock options and RSUs granted under the 2017 Plan will vest if the executive’s employment is terminated without cause or he resigns with good reason (as defined in the 2017 Plan) within one year following the change in control. For purposes of this table, we have assumed that the outstanding, unvested RSUs were not assumed in connection with the change in control. Under the 2017 Plan, unvested stock options and RSUs vest upon the executive’s termination of employment due to death or disability. (5) Reflects life insurance benefit equal to one times the then-current annual salary. Mr. Vandini’s life insurance benefit equals $1.470 million, converted to U.S. dollars using the euro to dollar exchange rate of 1.17 for 2025. Reflects AD&D insurance benefit equal to one times the then-current annual salary. For Mr. Vandini, reflects long-term disability due to accident benefit equal to $3.675 million, converted to U.S. dollars using the euro to dollar exchange rate of 1.17 for 2025.

  94. CEO Pay Ratio

    CEO Pay Ratio The following ratio compares the fiscal year 2025 annual total compensation of the Company’s median-paid employee (which was identified in 2023) with the fiscal year 2025 annual total compensation of Jeffrey S. Lorberbaum, the Company’s CEO. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The Company selected October 1, 2023 as the date to identify its median employee. The Company chose to maintain the same median employee for its pay ratio calculation as in 2023 and 2024 as there were no changes to its employee population or employee compensation arrangements during 2025 that would result in a significant change to its pay ratio disclosure. The compensation measure used in 2023 to identify the Company’s median employee was base wages paid to all employees other than the CEO, as reflected in the Company’s payroll records. This compensation measure was consistently applied to all employees included in the calculation. The Company annualized base wages for all full-time employees and also annualized base wages for part-time employees based on their projected annual hours. As of October 1, 2023, the Company employed a total of 43,657 worldwide employees, 16,867 of which resided in the United States. For purposes of identifying the median employee in 2023, the Company included all of its employees in the median employee analysis after making certain exclusions as permitted under the de minimis exception of the SEC rules.(1) The Company used average exchange rates over December 2023 to convert compensation data from the local currencies in which it was paid into U.S. dollars. The Company calculated the annual total compensation for the median employee using the same methodology used for its named executive officers as set forth in the “Summary Compensation Table” in this proxy statement. The annual total compensation of the CEO for fiscal year 2025 was $5,184,782 and the annual total compensation for fiscal year 2025 of the median employee was $45,740. The resulting ratio of the annual total compensation of the Company’s CEO to the annual total compensation of the Company’s median employee for 2025 is 113:1. (1) As is permitted under SEC rules, the Company removed 1,720 global employees (approximately 3.94% of the total employee population) from the data set. These countries and the applicable employee headcounts as of the sample date were as follows:

  95. CEO Pay Ratio

    | Bulgaria | 1,408 | Greece | 26 | India | 3 | | Romania | 222 | Ukraine | 16 | Belarus | 1 | | Czech Republic | 29 | Slovakia | 14 | Vietnam | 1 |

  96. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between “compensation actually paid” or “CAP,” as defined in Item 402(v), and certain financial performance metrics for each of the last five completed fiscal years. In determining the CAP to the Company’s named executive officers (“NEOs”), the Company is required to make various adjustments to amounts that have been reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in the SCT, as well as the adjusted values required in this section for the 2025, 2024, 2023, 2022, and 2021 fiscal years. Note that for the Company’s NEOs other than its principal executive officer (the “PEO”), compensation is reported as an average.

  97. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | SCT Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average SCT Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | TSR(3) ($) | Peer Group TSR(3)(4) ($) | Net Income(5) ($ in millions) | Adjusted EPS(6) ($) | | 2025 | 5,184,782 | 4,806,094 | 3,778,471 | 3,554,826 | 77.55 | 168.32 | 369.9 | 8.96 | | 2024 | 4,778,183 | 6,026,186 | 3,268,356 | 3,966,403 | 84.52 | 172.79 | 514.7 | 9.70 | | 2023 | 4,428,417 | 4,504,314 | 3,143,289 | 3,235,558 | 73.43 | 160.71 | (449.0) | 9.19 | | 2022 | 4,259,954 | 2,404,723 | 2,290,221 | 724,896 | 72.52 | 102.51 | 25.2 | 12.85 | | 2021 | 5,190,696 | 6,087,743 | 3,148,501 | 3,608,823 | 129.25 | 136.51 | 1,033.2 | 14.86 |

  98. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) The PEO and non-PEO NEOs for each year are as follows:

  99. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | PEO | Non-PEO NEOs | | 2025 | Jeffrey S. Lorberbaum | James F. Brunk, Paul F. De Cock, Mauro Vandini and Kenneth Walma | | 2024 | Jeffrey S. Lorberbaum | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock and Mauro Vandini | | 2023 | Jeffrey S. Lorberbaum | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock and Bernard P. Thiers | | 2022 | Jeffrey S. Lorberbaum | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock and Bernard P. Thiers | | 2021 | Jeffrey S. Lorberbaum | W. Christopher Wellborn, James F. Brunk, Paul F. De Cock, Bernard P. Thiers and Frank H. Boykin |

  100. PAY VERSUS PERFORMANCE DISCLOSURE

    (2) The CAP was calculated beginning with the PEO’s SCT total and the non-PEO NEOs’ average SCT total for each respective year. The table below describes the adjustments, each of which is required by SEC rules, to calculate CAP from the SCT total of our PEO and our non-PEO NEOs.

  101. PAY VERSUS PERFORMANCE DISCLOSURE

    | | 2025 | | | Adjustments | PEO | Non-PEO NEOs | | SCT Total | 5,184,782 | 3,778,471 | | Adjustments for Stock Awards | | | | (Deduct): Aggregate value for stock awards included in SCT Total for the covered fiscal year | (2,529,865) | (2,044,696) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 2,385,800 | 1,785,170 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (175,387) | (74,079) | | Add (Deduct): Fair value of awards granted during covered fiscal year and vested during covered fiscal year | 0 | 129,232 | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (59,237) | (19,271) | | (Deduct): Fair value at the end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | 0 | 0 | | CAP Amounts (as Calculated) | 4,806,094 | 3,554,826 |

  102. PAY VERSUS PERFORMANCE DISCLOSURE

    (3) The values disclosed in these TSR columns represent the measurement period value of an investment of $100 made on January 1, 2021 as of December 31, 2021, and then valued again on each of December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025. The peer group used for purposes of this disclosure is the S&P 500 Household Durables Index, which is also utilized in the stock performance graph provided in the Company’s annual report pursuant to Item 201(e) of Regulation S-K. Net earnings attributable to Mohawk Industries, Inc. as reported in the Company’s Consolidated Statements of Operations including in its Form 10-K. (6) Please see Annex A to this proxy statement for a reconciliation of Non-GAAP financial measures.

  103. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

  104. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  105. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EPS

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EPS