Armstrong World Industries Inc. Files Definitive Proxy Statement

TL;DR

<b>Armstrong World Industries Inc. has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31.</b>

AI Summary

ARMSTRONG WORLD INDUSTRIES INC (AWI) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Filing type is DEF 14A, indicating a definitive proxy statement. Company name is Armstrong World Industries Inc. Fiscal year end is December 31. Incorporated in Pennsylvania. Business and mailing address is 2500 Columbia Ave, Lancaster, PA 17603.

Why It Matters

For investors and stakeholders tracking ARMSTRONG WORLD INDUSTRIES INC, this filing contains several important signals. This filing is a routine requirement for publicly traded companies to provide shareholders with information regarding annual meetings, director elections, and executive compensation. Shareholders can review details on executive compensation, board nominations, and other corporate governance matters before the annual meeting.

Risk Assessment

Risk Level: low — ARMSTRONG WORLD INDUSTRIES INC shows low risk based on this filing. The filing is a standard DEF 14A, which is a routine disclosure and does not contain new financial performance data or significant corporate events.

Analyst Insight

Review the proxy statement for details on executive compensation, board member nominations, and shareholder proposals to inform voting decisions.

Key Numbers

• 2024-04-29 — Filing Date (Date the DEF 14A was filed)
• 2024-06-13 — Period of Report (Conformed period of report)
• 2024-04-29 — As of Date (Date as of change)
• 1231 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

• ARMSTRONG WORLD INDUSTRIES INC (company) — Filer name
• 2500 COLUMBIA AVE (address) — Business and mailing address
• LANCASTER (location) — City for business and mailing address
• PA (location) — State for business and mailing address
• 17603 (postal_code) — ZIP code for business and mailing address
• ARMSTRONG CORK CO (company) — Former company name

FAQ

Industry Context

Armstrong World Industries Inc. operates within the plastics products sector, as indicated by its SIC code 3089.

Regulatory Implications

The filing is a DEF 14A, a standard disclosure under the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders.

What Investors Should Do

1. Review executive compensation details and rationale.
2. Examine director nominations and qualifications.
3. Understand any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous filings of the same type.

Filing Documents

• d542766ddef14a.htm (DEF 14A) — 1247KB
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• 0001193125-24-119727.txt (&nbsp;) — 11479KB
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– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS 1 Director Nominees 2 CORPORATE GOVERNANCE 9 Corporate Governance Principles and Other Corporate Governance Documents 9 Director Independence 9 Board's Role in Risk Management Oversight 9 Board's Oversight Over Sustainability Matters 10 Board's Role in Strategic Planning 10 Board's Role in Succession Planning 10 Board Leadership Structure 11 Communication with the Board 11 Shareholder Outreach 11 Board Meetings and Committees 12 Audit Committee 12 Finance Committee 13 Management Development and Compensation Committee 13 Nominating and Governance Committee 13 Other Committees 14 Compensation Committee Interlocks and Insider Participation 14 Review of Related Person Transactions 14 Policy on Majority Voting in the Election of Directors 14 Shareholder-Recommended Director Candidates 15 SUSTAINABILITY 17 MANAGEMENT 19 Executive Officers 19 COMPENSATION OF DIRECTORS 20 Director Compensation Table 21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS 22 Certain Beneficial Owners 22 Management and Directors 23 Directors – Aggregate Ownership 24 Stock Ownership Guidelines 25

– RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 26 AUDIT COMMITTEE REPORT 27 FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28

– ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

ITEM 3 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION 30 COMPENSATION DISCUSSION AND ANALYSIS 31 COMPENSATION COMMITTEE REPORT 48 2023 SUMMARY COMPENSATION TABLE 49 GRANTS OF PLAN-BASED AWARDS 50 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 51 OPTIONS EXERCISED AND STOCK VESTED 52 NONQUALIFIED DEFERRED COMPENSATION 53 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 54 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 59 PAY VERSUS PERFORMANCE 61 ADDITIONAL MEETING INFORMATION 64 OTHER BUSINESS 66 SUBMISSION OF SHAREHOLDER PROPOSALS 67 ANNUAL REPORT ON FORM 10-K 67 INCORPORATION BY REFERENCE 68 SHAREHOLDER LIST 68 ANNEX A A-1 PROXY STATEMENT This proxy statement was prepared under the direction of our Board of Directors ("Board") to solicit your proxy for use at the 2024 Armstrong World Industries, Inc. Annual Shareholders' Meeting (the "Annual Meeting"). When we refer to "we," "our," "us," "Armstrong" and the "Company" in this proxy statement, we are referring to Armstrong World Industries, Inc. This proxy statement and the related materials are first being distributed to shareholders on or about April 29, 2024. At the 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting"), which was held on June 15, 2023, our shareholders re-elected Victor D. Grizzle, Barbara L. Loughran, Richard D. Holder, James C. Melville, William H. Osborne, Wayne R. Shurts, Roy W. Templin and Cherryl T. Thomas to the Board. Effective immediately upon his reelection as a director at the 2023 Annual Meeting, Mr. Templin was elected as Chair of the Board.

– ELECTION OF DIRECTORS

ITEM 1 – ELECTION OF DIRECTORS On the recommendation of the Nominating, Governance and Social Responsibility Committee ("Governance Committee"), our Board has nominated the seven persons listed below for election at the Annual Meeting. All nominees are current directors of the Company. Mr. Templin will continue as Chair of the Board subject to his reelection as a director at the Annual Meeting. Current Board member James C. Melville, who joined the Board in 2012, will be ending his Board service effective as of the conclusion of the Annual Meeting. During his time on the Board, Mr. Melville served on several committees of the Board and made valuable contributions to shaping the Company's strategic priorities that have led to value creation for shareholders. The Board thanks him for his service. Effective as of the conclusion of the Annual Meeting, the size of the Board will be reduced from eight members to seven members. All nominees, with the exception of our President and Chief Executive Officer ("CEO"), Victor D. Grizzle, have been determined by the Board to be independent under the guidelines of the listing standards of the New York Stock Exchange ("NYSE") and our Corporate Governance Principles. Each nominee's term would, if elected, run from the date of such nominee's election until the election at our next annual meeting of shareholders and qualification of such individual's successor, or until earlier disqualification, resignation, removal, death or incapacity. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected. The Governance Committee believes that aligning director qualifications, experience and skill sets with our business, strategy, risks and opportunities in addition to the functional responsibilities of the Board is necessary to maintaining a Board of Directors that remains capable of effectively performing its oversight and decision-making responsibilities on behalf of the Company and its sha

– ELECTION OF DIRECTORS (CONTINUED)

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED) recognizes that this diversity, coupled with strong personal and professional ethics, integrity and values, results in a board of directors that is well-qualified to guide the Company with good business judgment. The Governance Committee expects each of the Company's directors to have proven leadership qualities, sound judgment, integrity and a commitment to the success of the Company. In evaluating director candidates and considering incumbent directors for nomination to the Board, the Governance Committee evaluates a variety of factors. These include each nominee's independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company. For incumbent directors, the factors also include past performance on our Board and contributions to their respective committees. Our Board is also particularly interested in maintaining a mix of skills and qualifications that include the following: Public Company CEO or COO within past 5 years Senior Executive Leadership Manufacturing, Supply Chain and Distribution Operations Financial Literacy Cybersecurity Capital Markets Transactions Technology Mergers & Acquisitions Risk Management Corporate Governance/Law Additionally, the Governance Committee may also establish additional specific skills and qualifications when recruiting potential Board candidates based upon an assessment by the Board of the current and future needs of the Company, the Board or its committees as part of the Board's refreshment and succession planning process. Each director nominee's biography in the pages that follow includes notable skills and qualifications that contributed to the individual's selection as a nominee. Director skills and qualifications are also featured in the chart immediately following the biographies. DIRECTOR NOMINEES Composition of Board Nominees: 86% Independent 29% Women 43% Black 5.4 years av

– ELECTION OF DIRECTORS (CONTINUED)

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED) Information concerning the nominees is provided below: VICTOR D. GRIZZLE Director since: 2016 Age: 62 Mr. Grizzle was appointed as our President and Chief Executive Officer in March 2016. Previously, Mr. Grizzle served as Executive Vice President and Chief Executive Officer of Armstrong Building Products, a business unit of Armstrong, since January 2011. Prior to joining Armstrong, Mr. Grizzle served as Group President of Global Engineered Support Structures Coatings & Tubing and President of International Division for Omaha at Valmont Industries, Inc., an infrastructure and agricultural equipment manufacturer, since January 2006. Prior to Valmont, he served as President of the Commercial Power Division of EaglePicher Corporation, a manufacturing and resource extractive company. Before that, Mr. Grizzle spent 16 years at General Electric Corporation, where he served as an American business leader for General Electric's Silicones Division. Mr. Grizzle also serves on the board of directors of Franklin Electric, a global leader in the production and marketing of systems and components for water and automotive fuels. As President and Chief Executive Officer of AWI, Mr. Grizzle provides our Board with significant insight regarding our operations, strategic planning and operational design. In addition, Mr. Grizzle brings to our Board broad leadership and business expertise, as well as comprehensive experience in global operations and manufacturing matters. RICHARD D. HOLDER Director since: 2022 Age: 61 Independent Mr. Holder is currently the Chief Executive Officer of Loparex, Inc., a leading supplier of engineered release liner solutions. With a strong focus on material science expertise and industry-leading technology, Loparex, Inc. enables sustainable performance for customers worldwide. Prior to his role at Loparex, Inc., Mr. Holder served as the President and CEO of HZO, Inc., a provider of thin-film nanocoat

– ELECTION OF DIRECTORS (CONTINUED)

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED) BARBARA L. LOUGHRAN Director since: 2019 Age: 60 Independent Ms. Loughran served as a partner with PricewaterhouseCoopers LLP (PwC) from 1998 until her retirement in June 2018. Ms. Loughran has held various positions at PwC, including serving in its National Office from 2016 to 2018 and from 2000 to 2003, as Industrial Products Business Unit Leader of PwC's New York Metro market from 2013 to 2015, and as Retail & Consumer Business Development Leader of PwC's New York Metro market from 2010 to 2012. As a client service partner, Ms. Loughran led the global relationship and audit of numerous large, publicly-traded companies across a broad range of industries, and led the National Office effort on leveraging new and innovative technologies. Ms. Loughran also serves on the board of directors of Jacobs Solutions Inc., a publicly-traded engineering company, where she serves as chair of the Audit Committee and as a member of the ESG and Risk Committee. Ms. Loughran brings to our Board an extensive public accounting background, international experience, financial and capital markets expertise, and experience in mergers and acquisitions, risk management, and financial oversight and reporting. WILLIAM H. OSBORNE Director since: 2022 Age: 64 Independent Mr. Osborne served as Senior Vice President of Total Quality and Operations for Boeing Defense, Space & Security, one of The Boeing Company's three business units from May 2020 until October 2022. He was part of Boeing's Executive Council and became the chair of Boeing's Manufacturing Operations Council. Boeing is the world's largest aerospace company and leading manufacturer of commercial jetliners and defense systems. In his role, Mr. Osborne maintained oversight for Environment, Health & Safety and was responsible for Boeing's factory operations. Previously, he was Boeing's Senior Vice President, Enterprise Operations from May 2018 until April 2020. Before joining Boein

– ELECTION OF DIRECTORS (CONTINUED)

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED) WAYNE R. SHURTS Director since: 2019 Age: 64 Independent Mr. Shurts served as the Executive Vice President and Chief Technology Officer at Sysco Corporation, a publicly-traded global leader in food service distribution, from 2012 until February 2019. Prior to this, Mr. Shurts served as Executive Vice President and Chief Information Officer at SUPERVALU, a publicly traded U.S. grocery retailer and wholesaler, from 2010 to 2012, and Chief Information Officer at Cadbury PLC, a British multinational confectionary company, from 2008 to 2010. Prior to this, Mr. Shurts has held various roles at Nabisco, including in finance, sales, supply chain, marketing, and technology. Mr. Shurts served on the board of directors of Con-Way Incorporated in 2015 until its acquisition by XPO Logistics Inc., where he served as a technology expert and a member of its Audit Committee and Nominating and Governance Committee. Mr. Shurts also serves on the board of directors of Stater Bros. Markets, a privately held grocery retailer, where he serves on the audit committee. Mr. Shurts brings to our Board extensive technology experience as a former Chief Information Officer, and in applying technology to improve and successfully transform business processes. ROY W. TEMPLIN Director since: 2016 Age: 63 Independent Mr. Templin served as Chair of the Board of Directors of Con-Way Incorporated, a multinational freight transportation and logistics company, from January 2014 until its acquisition by XPO Logistics Inc. in 2015. He previously served as Executive Vice President and Chief Financial Officer of Whirlpool Corporation, a multinational manufacturer and marketer of home appliances, from 2004 to 2012, and as Vice President and Controller of Whirlpool Corporation from 2003 to 2004. Prior, he served as Vice President, Finance and Chief Accounting Officer of Kimball International, Inc. He also previously served on the Board of Trustees of the G

– ELECTION OF DIRECTORS (CONTINUED)

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED) CHERRYL T. THOMAS Director since: 2016 Age: 77 Independent Ms. Thomas is the Chief Strategy Officer and Vice President of Ardmore Roderick, a Chicago-based provider of civil engineering and construction management services and, prior to The Roderick Group's merger with Ardmore Associates, LLC, previously served as President and Chief Executive Officer of Ardmore Associates, LLC, where she was responsible for all financial, operational and management activities since 2003. Prior to founding Ardmore Associates, LLC, Ms. Thomas served as chair of the board of the United States Railroad Retirement Board from 1998 until 2003, and as Commissioner of the Chicago Department of Buildings of the city of Chicago from 1989 until 1994. During her tenure as Buildings Commissioner, the Department updated the building codes regarding the use of building materials for new construction and renovation projects. Ms. Thomas also serves on the board of directors of Wintrust Bank, a banking corporation, where she is a member of their credit and audit committees and on the board of directors of Spraying Systems Co., a privately held manufacturer of industrial spray nozzles, where she serves on the audit committee. Ms. Thomas serves on the boards of numerous local and civic organizations and foundations, including the Lyric Opera of Chicago (since 2007), the Chicago Zoological Society (since 2000), the Polk Bros Foundation (since 2009), the Brach Foundation (since 2015) and the Big Shoulders Foundation (since 2013). Ms. Thomas brings to our Board significant senior executive leadership experience, as well as relevant experience in manufacturing, construction, distribution and risk management. 6 AWI 2024 Proxy Statement

– ELECTION OF DIRECTORS (CONTINUED)

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED) Skills and Qualifications of Board of Directors Grizzle Holder Loughran Melville Osborne Shurts Templin Thomas Public Company CEO or COO (past 5 years) Senior Executive Leadership Manufacturing and Distribution Financial Literacy International Experience Finance and Capital Markets Transactions Technology M&A Risk Management Corporate Governance/Law AWI 2024 Proxy Statement 7

– ELECTION OF DIRECTORS (CONTINUED)

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED) 8 AWI 2024 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE PRINCIPLES AND OTHER CORPORATE GOVERNANCE DOCUMENTS Our Corporate Governance Principles include guidelines regarding the responsibilities, duties, service and qualifications of our Board, the determination of a director's independence and any conflict of interests, Board access to management and independent advisors, director compensation and stock ownership requirements, Board committees and other matters relating to corporate governance. Our Corporate Governance Principles are available on our website under "About Us" and then "Governance" or at https://investors.armstrongworldindustries.com/governance/governance-documents/default.aspx. Also available on our website under "About Us" and then "Governance" are the charters of the Audit Committee, the Finance Committee, the Management Development and Compensation Committee ("Compensation Committee"), and the Governance Committee of the Board, along with the Armstrong Code of Business Conduct and the Armstrong Code of Ethics for Financial Professionals. Our website is not part of this proxy statement and references to our website address in this proxy statement are intended to be inactive textual references only. DIRECTOR INDEPENDENCE It is the policy of the Company that our Board consist of a majority of directors who are not employees and are independent under all applicable legal and regulatory requirements, including the independence requirements of the NYSE and the U.S. Securities and Exchange Commission (the "SEC"). For purposes of evaluating the independence of directors, in accordance with our Corporate Governance Principles, our Board will consider all relevant facts and circumstances from the standpoint of the director, and also from that of persons or organizations with which the director has affiliations. Consistent with our Corporate Governance Principles, to be considered "indepen

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