DEF 14A of Armstrong World Industries Inc, Apr 29, 2024

DEF 14A of Armstrong World Industries Inc

Filed Apr 29, 2024 · FY20230001193125-24-119727

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Composition of Board Nominees:

  2. DIRECTOR NOMINEES

    | • | 86% Independent |

  3. DIRECTOR NOMINEES

    | • | 29% Women |

  4. DIRECTOR NOMINEES

    | • | 43% Black |

  5. DIRECTOR NOMINEES

    | • | 5.4 years average tenure |

  6. DIRECTOR NOMINEES

    | • | 64.4 years average age |

  7. DIRECTOR NOMINEES

    OUR BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE FOLLOWING NOMINEES:

  8. DIRECTOR NOMINEES

    | Name | Age* | Director Since | Current Committee(s)† | Independent^ | | Victor D. Grizzle | 62 | 2016 | — | | | Richard D. Holder | 61 | 2022 | AC, FC, NGSRC‡ | ✓ | | Barbara L. Loughran | 60 | 2019 | AC‡, FC, NGSRC | ✓ | | William H. Osborne | 64 | 2022 | MDCC, NGSRC | ✓ | | Wayne R. Shurts | 64 | 2019 | AC, MDCC‡ | ✓ | | Roy W. Templin | 63 | 2016 | AC, FC‡ | ✓ | | Cherryl T. Thomas | 77 | 2016 | MDCC, NGSRC | ✓ |

  9. DIRECTOR NOMINEES

    | * As of March 31, 2024 |

  10. DIRECTOR NOMINEES

    | † Committees: AC (Audit); FC (Finance); MDCC (Management Development & Compensation); NGSRC (Nominating, Governance & Social Responsibility) |

  11. DIRECTOR NOMINEES

    | ^ | As defined in NYSE listing standards and our Corporate Governance Principles |

  12. DIRECTOR NOMINEES

    | ‡ Denotes Chair of the Committee |

  13. DIRECTOR NOMINEES

    | 2 | AWI 2024 Proxy Statement |

  14. DIRECTOR NOMINEES

    Information concerning the nominees is provided below:

  15. DIRECTOR NOMINEES

    | | VICTOR D. GRIZZLE Director since: 2016 Age: 62 |

  16. DIRECTOR NOMINEES

    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.

  17. DIRECTOR NOMINEES

    | | RICHARD D. HOLDER Director since: 2022 Age: 61 Independent |

  18. DIRECTOR NOMINEES

    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 nanocoatings for electronics. Before that, he held the position of President and CEO at NN, Inc., a publicly-traded diversified industrial manufacturing company, from June 2013 to September 2019. Mr. Holder’s professional journey also includes significant leadership roles at Eaton Corporation, where he served for over a decade. His experience extends to the aerospace industry, and he is a veteran of the U.S. Marine Corps. In addition to his current position, Mr. Holder serves on the board of Enerpac Tool Group Corp., a publicly-traded industrial tools and services company, where he is a member of the Audit Committee. He also holds positions on several private company boards. With extensive operating experience, senior executive leadership, and a background in manufacturing, Mr. Holder brings valuable insights to our Board. His expertise as a former public company CEO further enhances his contributions to our organization.

  19. DIRECTOR NOMINEES

    | AWI 2024 Proxy Statement | 3 |

  20. DIRECTOR NOMINEES

    | | BARBARA L. LOUGHRAN Director since: 2019 Age: 60 Independent |

  21. DIRECTOR NOMINEES

    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.

  22. DIRECTOR NOMINEES

    | | WILLIAM H. OSBORNE Director since: 2022 Age: 64 Independent |

  23. DIRECTOR NOMINEES

    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 Boeing, Mr. Osborne served as Senior Vice President of Global Manufacturing and Quality at Navistar International Corporation, a holding company whose subsidiaries and affiliates produce International® brand commercial and military trucks, from August 2013 to May 2018. He was also Senior Vice President of Custom Products at Navistar from May 2011 to August 2013. Before joining Navistar, he served as President and Chief Executive Officer of Federal Signal Corporation, a designer and manufacturer of a suite of products and integrated solutions for municipal, governmental, industrial and airport customers, from September 2008 to October 2010. Mr. Osborne began his career at Ford Motor Company. He currently serves on the board of directors of Quaker Houghton, a publicly traded global manufacturer of industrial process fluids and on the board of directors of Invitae Corporation, a publicly traded firm specializing in genetic testing. Mr. Osborne brings to our Board deep manufacturing, quality control, and executive leadership proficiencies, combined with valuable experience from his time as a public company chief executive officer and board member.

  24. DIRECTOR NOMINEES

    | 4 | AWI 2024 Proxy Statement |

  25. DIRECTOR NOMINEES

    | | WAYNE R. SHURTS Director since: 2019 Age: 64 Independent |

  26. DIRECTOR NOMINEES

    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.

  27. DIRECTOR NOMINEES

    | | ROY W. TEMPLIN Director since: 2016 Age: 63 Independent |

  28. DIRECTOR NOMINEES

    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 Goldman Sachs Mutual Funds from 2013 to 2022. Mr. Templin brings to our Board extensive experience as a senior executive, public company board member and executive of manufacturing industries, as well as experience in risk management, strategic planning, finance, and mergers and acquisitions.

  29. DIRECTOR NOMINEES

    | AWI 2024 Proxy Statement | 5 |

  30. DIRECTOR NOMINEES

    | | CHERRYL T. THOMAS Director since: 2016 Age: 77 Independent |

  31. DIRECTOR NOMINEES

    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.

  32. DIRECTOR NOMINEES

    | 6 | AWI 2024 Proxy Statement |

  33. BOARD MEETINGS AND COMMITTEES

    BOARD MEETINGS AND COMMITTEES The Board met six times during 2023, one of which was a special meeting. There are four standing committees of the Board: the Audit Committee, the Compensation Committee, the Finance Committee and the Governance Committee, as described below. Consistent with our Corporate Governance Principles, each standing committee has a charter and consists solely of “independent” or “outside” directors who meet applicable independence standards required by the NYSE, the SEC, and our Bylaws. Each committee reports to the Board regularly and evaluates the effectiveness of its performance annually. The membership of each committee is determined by the Board on the recommendation of the Governance Committee. The Company’s Corporate Governance Principles provide that (i) directors who are currently fully employed should not serve on more than two other public company boards, and (ii) other directors should not serve on more than four other public company boards. All director nominees who served on the Board during 2023 participated in over 75% of the meetings of the Board during their tenure and over 75% of the meetings of the Committees on which they served. Board members are expected to attend annual meetings in person or virtually, via the Internet. All Board members except one director attended the 2023 Annual Meeting. Audit Committee The Audit Committee met five times during 2023. The members of the Audit Committee are Barbara L. Loughran (Chair), Richard D. Holder, Wayne R. Shurts, and Roy W. Templin. Under its charter, the Audit Committee:

  34. BOARD MEETINGS AND COMMITTEES

    | • | oversees (i) auditing and accounting matters, including the selection, supervision and compensation of the Company’s independent registered public accounting firm and other independent auditors, (ii) the scope of the annual audits and non-audit services performed by the Company’s independent registered public accounting firm, and (iii) the Company’s accounting practices and internal accounting controls; |

  35. BOARD MEETINGS AND COMMITTEES

    | 12 | AWI 2024 Proxy Statement |

  36. BOARD MEETINGS AND COMMITTEES

    | • | has sole authority to engage, retain and dismiss the independent registered public accounting firm; |

  37. BOARD MEETINGS AND COMMITTEES

    | • | reviews and discusses with management and our independent registered public accounting firm the annual audited financial statements and quarterly financial statements included in our SEC filings and prior to issuing earnings press releases, reviewing with management the information being communicated to the public in the press release, including the use of any “pro forma” or “adjusted” non-GAAP information; |

  38. BOARD MEETINGS AND COMMITTEES

    | • | assists the Board in monitoring the integrity of the Company’s financial statements and the independent registered public accounting firm’s qualifications, independence and performance; |

  39. BOARD MEETINGS AND COMMITTEES

    | • | considers the integrity of and risks associated with overall financial reporting, legal compliance and disclosure processes; and |

  40. BOARD MEETINGS AND COMMITTEES

    | • | supervises and reviews the effectiveness of the Company’s internal audit and compliance functions, and assists the Board in overseeing the Company’s compliance with applicable legal and regulatory requirements. |

  41. BOARD MEETINGS AND COMMITTEES

    Each member of the Audit Committee meets the NYSE and SEC financial literacy requirements. The Board has determined that each of Ms. Loughran and Mr. Templin qualifies as an “Audit Committee Financial Expert” as defined pursuant to the Exchange Act. The Audit Committee regularly meets independently with the Company’s internal and independent auditors, with the leader of the Company’s compliance function, and with various members of management in furtherance of its responsibilities. Finance Committee The Finance Committee met four times during 2023, two of which were special meetings. The members of the Finance Committee are Roy W. Templin (Chair), Richard D. Holder, Barbara L. Loughran, and James C. Melville. Under its charter, the Finance Committee:

  42. BOARD MEETINGS AND COMMITTEES

    | • | assists the Board in its oversight of the financial management of the Company, including material and strategic financial matters; |

  43. BOARD MEETINGS AND COMMITTEES

    | • | reviews the Company’s capital structure, including with respect to its debt and equity securities, financing arrangements and credit facilities; |

  44. BOARD MEETINGS AND COMMITTEES

    | • | reviews the Company’s capital expenditures, dividend policy and other forms of distributions on the Company’s stock, and capital deployment strategies; and |

  45. BOARD MEETINGS AND COMMITTEES

    | • | reviews financial terms of certain proposed mergers, acquisitions, divestitures, strategic investments and joint ventures. |

  46. BOARD MEETINGS AND COMMITTEES

    Management Development and Compensation Committee The Compensation Committee met seven times during 2023, two of which were special meetings. The members of the Compensation Committee are Wayne R. Shurts (Chair), James C. Melville, William H. Osborne, and Cherryl T. Thomas. Under its charter, the Compensation Committee:

  47. BOARD MEETINGS AND COMMITTEES

    | • | establishes our overall philosophy and policies governing compensation programs; |

  48. BOARD MEETINGS AND COMMITTEES

    | • | oversees the design of our executive compensation and benefit programs and certain Company policies and programs relating to employment practices; |

  49. BOARD MEETINGS AND COMMITTEES

    | • | administers and makes recommendations regarding our incentive and equity compensation plans; |

  50. BOARD MEETINGS AND COMMITTEES

    | • | reviews and approves goals and objectives relevant to the compensation of the CEO, evaluates the CEO’s performance relative to those goals and objectives and recommends CEO compensation to the independent directors based on such evaluation; |

  51. BOARD MEETINGS AND COMMITTEES

    | • | oversees employment and compensation actions pertaining to executive officers; |

  52. BOARD MEETINGS AND COMMITTEES

    | • | reviews incentive compensation policies and practices to assess whether such policies and practices encourage unnecessary risk-taking behaviors; and |

  53. BOARD MEETINGS AND COMMITTEES

    | • | reviews senior management succession plans. |

  54. BOARD MEETINGS AND COMMITTEES

    Nominating, Governance and Social Responsibility Committee The Governance Committee met five times during 2023. The members of the Governance Committee are Richard D. Holder (Chair), Barbara L. Loughran, William H. Osborne and Cherryl T. Thomas. Under its charter, the Governance Committee:

  55. BOARD MEETINGS AND COMMITTEES

    | • | monitors the independence of nonemployee directors; |

  56. BOARD MEETINGS AND COMMITTEES

    | AWI 2024 Proxy Statement | 13 |

  57. BOARD MEETINGS AND COMMITTEES

    | • | reviews and evaluates director candidates, including, without limitation, director candidates recommended by shareholders, in accordance with the Company’s Bylaws and the Corporate Governance Principles, and makes recommendations to the Board concerning nominees for election as Board members; |

  58. BOARD MEETINGS AND COMMITTEES

    | • | assists our Board in defining and assessing criteria and qualifications for the selection of candidates to serve on the Board; |

  59. BOARD MEETINGS AND COMMITTEES

    | • | recommends directors for appointment to Board committees; |

  60. BOARD MEETINGS AND COMMITTEES

    | • | makes recommendations to the Board regarding corporate governance matters; |

  61. BOARD MEETINGS AND COMMITTEES

    | • | reviews and makes recommendations to the Board regarding the compensation of nonemployee directors; |

  62. POLICY ON MAJORITY VOTING IN THE ELECTION OF DIRECTORS

    POLICY ON MAJORITY VOTING IN THE ELECTION OF DIRECTORS Our Board maintains a Policy on Majority Voting as one of our Corporate Governance Principles. The

  63. POLICY ON MAJORITY VOTING IN THE ELECTION OF DIRECTORS

    | 14 | AWI 2024 Proxy Statement |

  64. POLICY ON MAJORITY VOTING IN THE ELECTION OF DIRECTORS

    Policy provides that in an uncontested election of directors, any nominee who receives a greater number of votes “withheld” from the nominee’s election than votes “for” the nominee’s election will, within 10 business days following the certification of the shareholder vote, tender written resignation to the Board. Such tendered resignation will be considered by the Governance Committee taking into account any factors or other information it considers appropriate and relevant and, within 60 days following the date of the shareholders’ meeting at which the election occurred, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. The Board will take formal action on the Governance Committee’s recommendation no later than 90 days following the date of the shareholders’ meeting at which the election occurred. The Board will consider the information, factors and alternatives considered by the Governance Committee and such additional factors, information and alternatives as the Board deems relevant. Following the Board’s decision on the Governance Committee’s recommendation, the Company, within four business days after such decision is made, will publicly disclose, in a current report on Form 8-K filed with the SEC, the Board’s decision, and, if applicable, the Board’s reasons for rejecting the tendered resignation. A director whose resignation is accepted by the Board may not be re-appointed to fill the vacancy created by such director’s resignation. No director who is required to tender such director’s resignation shall participate in the Governance Committee’s deliberations or recommendation, or in the Board’s deliberations or determination, with respect to accepting or rejecting the resignation as a director. If a majority of the members of the Governance Committee are required to tender their resignations, then the independent directors who are not required to tender their resignations will appoint an ad hoc Board committee from amongst themselves, consisting of such number of independent directors as they may determine to be appropriate, solely for the purpose of considering and making a recommendation to the Board with respect to the tendered resignations. If such ad hoc committee would have been created but fewer than three directors would be eligible to serve on it, then the entire Board (other than the director whose resignation is being considered) will make the determination to accept or reject the tendered resignation without any recommendation from the Committee and without the creation of an ad hoc committee.

  65. Director Compensation Program

    Director Compensation Program

  66. Director Compensation Program

    | Element | Amount | Terms | | Annual Retainer (Cash) | $90,000 $145,000 (Chair) | paid in quarterly installments, in arrears | | Annual Retainer (Equity) | $125,000 $170,000 (Chair) | annual (or pro-rated) grant of Director RSUs • Issued under the 2016 Directors Stock Unit Plan • vest at one year anniversary or earlier change in control if serving on such date • deliverable within sixty days of vesting unless director elected to defer payment (and except removal for cause) • one share per one unit upon delivery • no voting power until delivered • dividend equivalent rights | | Committee Chair Fees* | $20,000 (AC; MDCC) $15,000 (FC; NGSRC) | paid in quarterly installments, in arrears | | Special Assignment Fees | $2,500 per diem ($1,250 for less than four hours) | may be paid in connection with: • one-on-one meetings with the CEO • plant visits • other non-scheduled significant activities approved by the Chair |

  67. Director Compensation Program

    | * Committees: AC (Audit); FC (Finance); MDCC (Management Development & Compensation); NGSRC (Nominating, Governance & Social Responsibility) |

  68. Director Compensation Program

    | 20 | AWI 2024 Proxy Statement |

  69. Director Compensation Program

    COMPENSATION OF DIRECTORS (CONTINUED) Annual grants for the equity portion of the retainer are effective as of the first business day following the date of the Annual Meeting, and the amount of each grant is determined by the NYSE closing price of our shares of Common Stock on that date.

  70. Director Compensation Table – 2023

    Director Compensation Table – 2023

  71. Director Compensation Table – 2023

    | Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($)(1) (c) | Option Awards ($)(2) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)(f) | All Other Compensation ($) (g)(4) | Total ($) (h) | | Richard D. Holder | 105,000 | 125,000 | — | — | — | 2,912 | 232,912 | | Barbara L. Loughran | 110,000 | 125,000 | — | — | — | 7,475 | 242,475 | | James C. Melville | 90,000 | 125,000 | — | — | — | 28,988 | 243,988 | | William H. Osborne | 90,000 | 125,000 | — | — | — | 1,419 | 216,419 | | Wayne R. Shurts | 110,000 | 125,000 | — | — | — | 1,624 | 236,624 | | Roy W. Templin | 132,500 | 170,000 | — | — | — | 1,624 | 304,124 | | Cherryl T. Thomas | 90,000 | 125,000 | — | — | — | 16,742 | 231,742 |

  72. Director Compensation Table – 2023

    | (1) Represents amounts that are in units of our shares of Common Stock. The amounts reported represent the aggregate grant date fair value for Director RSUs granted during the fiscal year, as calculated under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 718. Under ASC Topic 718, the grant date fair value is calculated using the closing market price of our shares of Common Stock on the date of the grant. For the number of Director RSUs credited to each director’s account as of March 31, 2024, see SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS, pages 23 and 24. |

  73. Director Compensation Table – 2023

    | (2) Directors do not receive stock options as part of their compensation for service on our Board. |

  74. Director Compensation Table – 2023

    | (3) Under the 2016 Directors Stock Unit Plan, directors may elect to defer the equity compensation that they receive as part of their compensation for services on our Board. |

  75. Director Compensation Table – 2023

    | (4) Represents cash dividend equivalent on vested undistributed shares and vested distributed shares, except for shares previously delivered to a director in accordance with such director’s deferral election. |

  76. Director Compensation Table – 2023

    | AWI 2024 Proxy Statement | 21 |

  77. Director Compensation Table – 2023

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS Certain Beneficial Owners The following table sets forth information regarding persons or groups known to us to be beneficial owners of more than 5% of our outstanding shares of Common Stock as of March 31, 2024 or the most recent date of any applicable reports filed by such persons or groups prior to that date. Beneficial ownership is determined in accordance with applicable rules of the SEC.

  78. Director Compensation Table – 2023

    | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class Outstanding(1) | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 5,562,424(2) | 12.7% | | Capital International Investors 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | 5,551,243(3) | 12.7% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 4,763,167(4) | 10.9% | | The London Company 1800 Bayberry Court, Suite 301 Richmond, VA 23226 | 2,644,340(5) | 6.0% |

  79. Director Compensation Table – 2023

    | (1) Based on 43,777,371 shares of the Company’s Common Stock outstanding as of March 31, 2024, as reported to the NYSE (63,072,232 shares reported, less 19,294,861 shares held in treasury). |

  80. Director Compensation Table – 2023

    | (2) On Schedule 13G filed with the SEC on January 8, 2024, BlackRock, Inc. reported, as of December 31, 2023, that it had sole voting power with respect to 5,464,097 shares of Common Stock of the Company and sole dispositive power with respect to 5,562,424 shares of Common Stock of the Company. |

  81. Director Compensation Table – 2023

    | (3) On a Schedule 13G Amendment No. 5 filed with the SEC on February 9, 2024, Capital International Investors reported, as of December 31, 2023, that it had sole voting power with respect to 5,480,941 shares of Common Stock of the Company and sole dispositive power with respect to 5,551,243 shares of Common Stock of the Company. |

  82. Director Compensation Table – 2023

    | (4) On a Schedule 13G Amendment No. 9 filed with the SEC on January 10, 2024, the Vanguard Group reported, as of December 31, 2023, that it had shared voting power with respect to 15,179 shares of Common Stock of the Company, sole dispositive power with respect to 4,700,871 shares of Common Stock of the Company and shared dispositive power with respect to 62,296 shares of Common Stock of the Company. |

  83. Director Compensation Table – 2023

    | (5) On a Schedule 13G Amendment No. 4 filed with the SEC on February 14, 2024, The London Company reported, as of December 31, 2023, that it had sole voting power with respect to 2,644,340 shares of Common Stock of the Company, sole dispositive power with respect to 2,391,529 shares of Common Stock of the Company, and shared dispositive power with respect to 252,811 shares of Common Stock of the Company. |

  84. Director Compensation Table – 2023

    | 22 | AWI 2024 Proxy Statement |

  85. Director Compensation Table – 2023

    Management and Directors The following table sets forth, as of March 31, 2024, the number of shares of Common Stock beneficially owned by all directors and nominees, the Company’s named executive officers (“NEOs”) as identified in the “COMPENSATION DISCUSSION AND ANALYSIS” section on page 31 and all directors and executive officers as a group in accordance with applicable SEC rules.

  86. Director Compensation Table – 2023

    | Name | Number of Common Shares Beneficially Owned | Number of Shares Subject to Options(1) Exercisable or Which Become Exercisable Within 60 Days | Total Number of Shares Beneficially Owned(2) | Restricted Stock Units(3) / Unvested Options | Total Common Shares Beneficially Owned Plus Restricted Stock Units and Unvested Options | | Christopher P. Calzaretta | 1,062 | — | 1,062 | 4,302 | 5,364 | | Victor D. Grizzle | 332,435 | — | 332,435 | 116,710 | 449,145 | | Mark A. Hershey | 40,661 | — | 40,661 | 5,883 | 46,544 | | Richard D. Holder | — | — | — | 3,413 | 3,413 | | Barbara L. Loughran | — | — | — | 6,934 | 6,934 | | Monica M. Maheshwari(4) | — | — | — | — | — | | James C. Melville | 4,229 | — | 4,229 | 23,533 | 27,762 | | William H. Osborne | 1,429 | — | 1,429 | 1,778 | 3,207 | | Wayne R. Shurts | 5,167 | — | 5,167 | 1,778 | 6,945 | | Austin K. So | 3,434 | — | 3,434 | 5,626 | 9,060 | | Roy W. Templin | 13,828 | — | 13,828 | 2,418 | 16,246 | | Cherryl T. Thomas | — | — | — | 14,084 | 14,084 | | Directors and Executive Officers as a group (13 persons)(5) | 404,136 | — | 404,136 | 189,655 | 593,791 |

  87. Director Compensation Table – 2023

    | (1) Directors do not receive stock option grants under the 2016 Directors Stock Unit Plan or as part of the compensation program for directors. |

  88. Director Compensation Table – 2023

    | (2) No individual director or executive officer beneficially owns 1% of the shares of Common Stock outstanding as of March 31, 2024. The directors and executive officers as a group beneficially own approximately 1% of the shares of Common Stock outstanding as of March 31, 2024. |

  89. Director Compensation Table – 2023

    | (3) Represents, in the case of NEOs, unvested time-based restricted stock units (“NEO RSUs”) granted to them under the 2006, 2011, and 2016 Long-Term Incentive Plan and under the Equity and Cash Incentive Plan adopted in 2022, as applicable, and, in the case of nonemployee directors, vested and unvested stock units (Director RSUs) granted to them as part of their annual retainer for Board service that are not acquirable by the director within 60 days of March 31, 2024 under the terms of the 2008 Directors Stock Unit Plan, as amended (the “2008 Directors Stock Unit Plan”) and the 2016 Directors Stock Unit Plan. See Directors Aggregate Ownership table below for further information. Neither the unvested NEO RSUs nor the Director RSUs have voting power. |

  90. Director Compensation Table – 2023

    | (4) Ms. Maheshwari served as SVP, Human Resources until February 29, 2024. |

  91. Director Compensation Table – 2023

    | (5) Includes amounts for James T. Burge, Vice President, Controller and Jill A. Crager, SVP, Sales Operations. |

  92. Director Compensation Table – 2023

    | AWI 2024 Proxy Statement | 23 |

  93. Director Compensation Table – 2023

    Directors – Aggregate Ownership The table below sets forth, as of March 31, 2024, additional detail as to each nonemployee director’s ownership and rights to ownership in the Company’s equity.

  94. Director Compensation Table – 2023

    | Name | Common Shares | Vested Restricted Stock Units(1) | Unvested Restricted Stock Units(2) | Total Equity | Total Value(3) | | Richard D. Holder | — | 1,635 | 1,778 | 3,413 | $423,963 | | Barbara L. Loughran | — | 5,156 | 1,778 | 6,934 | $861,341 | | James C. Melville | 4,229 | 21,755 | 1,778 | 27,762 | $3,448,596 | | William H. Osborne | 1,429 | — | 1,778 | 3,207 | $398,374 | | Wayne R. Shurts | 5,167 | — | 1,778 | 6,945 | $862,764 | | Roy W. Templin | 13,828 | — | 2,418 | 16,246 | $2,018,078 | | Cherryl T. Thomas | — | 12,306 | 1,778 | 14,084 | $1,749,514 | | Total | 22,283 | 40,852 | 13,086 | 76,221 | $9,468,229 |

  95. Director Compensation Table – 2023

    | (1) Under the terms of the 2008 Directors Stock Unit Plan, the Director RSUs granted to each director as part of his retainer for Board service are not acquirable by the director until (i) for those Director RSUs granted prior to June 2011, the earlier of the six-month anniversary of the director’s separation from the Board for any reason other than a removal for cause or the date of a Change in Control Event (as defined in the 2008 Directors Stock Unit Plan); or (ii) for those Director RSUs granted during and after June 2011, on the date of the director’s separation from the Board for any reason other than a removal for cause or the date of a Change in Control Event (as defined in the 2008 Directors Stock Unit Plan). Under the terms of the 2016 Directors Stock Unit Plan, the vested units will be acquirable by the director, at the election of the director: (i) at the vesting of the units at the one-year anniversary of the grant or (ii) at the time of the director’s termination of service. |

  96. Director Compensation Table – 2023

    | (2) Under the terms of the 2016 Directors Stock Unit Plan, the Director RSUs granted to each director as part of his retainer for Board Service shall vest (contingent upon the director’s continued service as of such date) on the earlier of (i) the one-year anniversary of the grant; (ii) the death or total and permanent disability of the director; or (iii) the date of any Change in Control Event (as defined in the Plan). A portion of the Director RSUs listed in this column will vest on June 13, 2024 (1,778 shares for Messrs. Holder, Melville, Osborne, and Shurts and Ms. Loughran and Thomas). The Chair will receive 2,418 shares. Amount excludes $1,447.29 in accrued dividends (non-interest bearing) for all directors except for the Chair. Amount excludes $1.968.25 in accrued dividends (non-interest bearing) for the Chair. |

  97. Director Compensation Table – 2023

    | (3) Represents an amount equal to the sum of the number of shares of Common Stock beneficially owned, plus the number of vested and unvested Director RSUs held, as applicable, multiplied by $124.22, which was the closing price of the shares of Common Stock of the Company on the NYSE on March 31, 2024. |

  98. Director Compensation Table – 2023

    | 24 | AWI 2024 Proxy Statement |

  99. 2023 Compensation Plan Design

    | • | Annual Incentive Plan (“AIP”): Our 2023 AIP continued to utilize revenue and adjusted EBITDA as the performance metrics for Company results. These measures align to key elements of our operating plan and financial goals, including revenue growth, manufacturing productivity and controlled SG&A expense, and are strong indicators of our overall operating performance. |

  100. 2023 Compensation Plan Design

    | • | Long-Term Incentive Program (“LTIP”): The Compensation Committee, after discussion with its independent compensation consultant, decided to change the instruments granted to NEOs under our LTIP from 100% performance-based restricted stock units (“PSUs”) to 60% PSUs and 40% restricted stock units (“RSUs”) in order to enhance alignment with market practice and our compensation objectives, including access to and retaining high quality executives in a highly competitive talent market. Our 2023 PSU performance metrics are based on 3-year absolute TSR (“Absolute TSR”), 3-year cumulative adjusted FCF and 3-year Mineral Fiber adjusted EBITDA (“MF adjusted EBITDA”), which is a change from Mineral Fiber volume growth (“MFV”) in prior years. The Compensation Committee recognized there is a strong market influence on MFV outside of leadership’s control including expected macro-economic weakness. MF adjusted EBITDA is directly connected to leadership’s decisions and actions to manage MFV growth investments and profitability. Our Compensation Committee selected Absolute TSR as an LTIP performance metric because it believes Absolute TSR most directly captures shareholder value creation, while providing senior management with the flexibility and levers needed to drive meaningful performance improvement. Our Compensation Committee selected adjusted FCF as an LTIP performance metric because it believes adjusted FCF growth is a strong indicator of value-creating activities over the performance period. The 2023 PSU grants, intended to compensate for long term value creation, have a three-year performance period, challenging targets with meaningful payout upside for superior performance, and a |

  101. 2023 Compensation Plan Design

    | payout scale that includes challenging performance hurdles. These plan features, and others as described in more detail in this CD&A, are designed to strongly align the interests of management with those of shareholders, and to provide meaningful incentives for performance and growth consistent with our strategic plan. |

  102. Compensation Philosophy and Objectives

    | • | Structuring competitive compensation packages to attract high-quality executives in a highly competitive talent environment. |

  103. Compensation Elements

    Compensation Elements In 2023, we executed our compensation philosophy by providing compensation opportunities through a combination of: (i) fixed compensation, including base salaries, benefits and limited perquisites; and (ii) at-risk compensation, including cash incentive awards under our AIP, and grants of PSUs and RSUs, governed by our Equity and Cash Incentive Plan adopted in 2022 (“2022 ECIP”) (our omnibus equity award plan).

  104. Compensation Elements

    | Type | Compensation Elements | Form and Objective | Further Information | Key 2023 NEO Actions | | | Base Salary | • Delivered in cash • Provides reasonable, market competitive fixed pay for each NEO, and reflects his or her role, responsibility, individual performance and contribution to the Company • Generally set at market median | • 2023 Base Salary changes for our NEOs are presented on page 39 | • NEOs received merit increases averaging 4.8%, effective April 1, 2023. | | | Benefits | • Standard range of health, welfare, and retirement benefits generally similar to those provided to other salaried employees, except that executives: • are eligible to receive enhanced Company-paid long-term disability benefits; and • are eligible for non-qualified retirement benefits | | | | | Select Perquisites | • Personal financial counseling at a cost generally less than $4,500 per NEO • Executive physicals at a cost generally less than $5,000 per NEO • Executive long-term disability at a cost generally less than $5,000 per NEO | | | | | Annual Incentive Plan (AIP) | • Delivered in cash • Provides an annual incentive opportunity for achieving financial results based on performance goals tied to our annual operating plan • Supports shorter-term performance goals • Payouts tied to Company performance, and may be subject to individual performance modifiers • Target opportunity set at market median | • AIP was based on revenue and adjusted EBITDA (as described on page 39) | • NEOs received AIP payments for 2023 performance at 133% of target. | | | Long-Term Incentive Program (LTIP) | • Delivered in 60% PSUs and 40% RSUs for 2023 • Drives and promotes long-term value-creation for our shareholders, and fosters retention, by rewarding execution and achievement of goals linked to our longer-term strategic initiatives and stock performance • Target opportunity set at market median • In 2023, our Compensation Committee awarded 3-year PSUs tied to Absolute TSR, adjusted FCF, and MF adjusted EBITDA and 3-year RSUs | • LTIP performance goals were based on adjusted FCF, MF adjusted EBITDA and Absolute TSR (as described on pages 40-41) | • NEOs were granted a mix of PSU / RSU awards in 2023 with target award values ranging from 100% to 539% of base salary at the time of grant. |

  105. Compensation Characteristics

    | • | Compensation at Risk – A significant amount of each NEO’s target total direct compensation (“TDC”), composed of base salary and annual- and long-term incentive compensation, depends on the achievement of Company and NEO specific performance-based results. Our NEOs’ annual- and long-term incentive compensation is, therefore, “at risk” as the value is tied to the achievement of financial and/or other measures that the Company considers to be important drivers of shareholder value and future stock price performance. |

  106. Compensation Characteristics

    | • | Multiple and Appropriate Performance Metrics – We use multiple performance measures to avoid having compensation opportunities overly weighted toward the performance result of a single metric. In 2023, we used adjusted FCF, Absolute TSR and MF adjusted EBITDA as performance metrics for our PSU grants for the 2023-2025 performance period to maintain a focus on longer-term results that drive shareholder value. In 2023, we used revenue and adjusted EBITDA as performance metrics in our AIP. These measures align to key elements of our operating plan and financial goals, including revenue growth, manufacturing productivity, optimization of invested capital and competitive SG&A expense levels. Each of these measures is a strong indicator of our overall operating performance. |

  107. Compensation Characteristics

    | • | Emphasis on Long-Term Incentive and Annual Incentive Compensation – Annual- and long-term incentive compensation comprises a significant percentage of TDC. Incentive compensation helps drive performance and aligns the interests of employees (including the NEOs) with those of shareholders. By tying a significant portion of TDC to long-term incentives over a three-year period, we promote longer-term perspectives regarding Company performance. |

  108. Compensation Characteristics

    | • | Stock Ownership Guidelines – Our NEOs are subject to stock ownership guidelines, which help align an executive’s longer-term decision-making and the interests of our long-term shareholders. In 2023, our stock ownership guidelines were modified to align to market: creating three tiers of ownership based on position, cease counting vested “in-the-money” stock options towards compliance with the guidelines, and modified the retention ratio from 100% to 50% of the after tax shares acquired upon any vesting or exercise of equity awards until the ownership guidelines are met. The required ownership multiple is six times annual base salary for our CEO, three times annual base salary for Messrs. Calzaretta and Hershey and one and one-half times base salary for Mr. So. As of December 2023, Messrs. Grizzle and Hershey had met their ownership requirements. Messrs. So and Calzaretta have five years from date of hire or promotion to achieve the guidelines. |

  109. Compensation Characteristics

    | • | Linear and Capped Incentive Compensation Payouts – Our Compensation Committee establishes financial performance goals that are used to plot a payout formula for annual and long-term incentive compensation to avoid over-emphasizing short-term decision making. AIP payouts are capped at 200% of target and long-term PSUs are capped, on a weighted average basis, at 275% of the target number of PSUs granted. |

  110. Compensation Characteristics

    | • | Change in Control (“CIC”) Double-Trigger – Our CIC agreements include double-trigger vesting provisions for equity grants upon a CIC. |

  111. Compensation Characteristics

    | • | Holding Requirements – Post-vesting holding requirements apply for amounts payable above target under the 2021, 2022 and 2023 performance-based equity grants awarded to Mr. Grizzle. Any LTIP shares earned above target must be held for one year following the vesting date. This requirement was eliminated for future awards. |

  112. Independent Compensation Consultant

    Independent Compensation Consultant After partnering with Willis Towers Watson for the past ten years as its independent consultant, in July 2023 the Compensation Committee terminated this relationship and engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant (“Compensation Consultant”) on executive compensation matters. Willis Towers Watson performed the following services relating to 2023 compensation decisions:

  113. Independent Compensation Consultant

    | • | advised on the design considerations with respect to the 2023 short- and long-term incentive programs to ensure appropriate linkage between short- and long-term performance and pay; |

  114. Independent Compensation Consultant

    | • | advised the Compensation Committee on the composition of a revised peer group; |

  115. Independent Compensation Consultant

    | • | advised the Compensation Committee on setting the CEO’s compensation; and |

  116. Independent Compensation Consultant

    | • | provided an update on current compensation trends, market practices and relevant executive compensation legislation. |

  117. Independent Compensation Consultant

    The Compensation Committee determined the work of Willis Towers Watson and Meridian did not raise any conflicts of interest in 2023. In making this assessment, the Compensation Committee considered the independence factors enumerated in Rule 10C-1(b) under the Exchange Act and corresponding rules of NYSE. After considering all of the factors provided in the SEC and the NYSE rules and all other factors relevant to Willis Towers Watson’s or Meridian’s independence, the Compensation Committee has determined both were independent.

  118. Use of Competitive Data

    Use of Competitive Data In setting NEO compensation, the Compensation Committee considers independent survey data, peer compensation data, tally sheets, wealth accumulation analyses and related benchmark information.

  119. Annual Compensation Benchmarking

    Annual Compensation Benchmarking Annually, the Compensation Committee reviews all components of NEO compensation compared to the Competitive Market (defined below) data. In general, we target NEO pay to be at or near the 50th percentile of our defined Competitive Market, but we may deviate from this target based on an individual’s performance, internal equity with peers situated at similar levels, or to attract the required level of business knowledge and leadership needed to achieve our strategic objectives. The principal sources of market data include the following (“Competitive Market”):

  120. Annual Compensation Benchmarking

    | • | Survey data (all NEOs), including surveys conducted by Aon and Willis Towers Watson; and |

  121. Annual Compensation Benchmarking

    | • | Peer Group (defined below) data (CEO and CFO). |

  122. Peer Group

    Peer Group The Compensation Committee uses compensation data compiled from a group of peer companies based on several pre-established criteria, including business model comparability, company size measured by both revenue (approximately one-half to two times the Company’s annual revenue) and market capitalization, geographic presence and investment capital. In 2023, our Compensation Committee again reviewed our compensation Peer Group. The Committee removed Allegion PLC, Ferro Corporation, GCP Applied Technologies, Inc., Herman Miller, Inc., Knoll, Inc., Kraton Performance Polymers Inc., and Patrick Industries, Inc. due to increase in their revenue due to their merger and acquisition activities during 2022. The Committee added the following companies to the Peer Group: American Woodmark Corporation, Franklin Electric Co, Inc., SPX Technologies, Inc., The AZEK Company, AAON and CSW Industrials, Inc. Our current compensation Peer Group consists of the following 17 manufacturing companies (“Peer Group”):

  123. Peer Group

    | AAON | Franklin Electric Co, Inc. | PGT Innovations, Inc | | Advanced Drainage Systems, Inc. | Gibraltar Industries, Inc. | Quanex Building Products Corporation | | American Woodmark Corporation | Griffon Corporation | Simpson Manufacturing Co., Inc. | | The AZEK Company | Interface, Inc. | SPX Technologies, Inc. | | Apogee Enterprises, Inc. | Masonite International Corporation | Trex Company, Inc. | | CSW Industrials, Inc. | | | | Eagle Materials Inc. | | |

  124. Tally Sheets and Wealth Accumulation Analyses

    | • | Tally sheets provide historical information on each executive’s equity and non-equity compensation, and other compensation such as potential payments upon termination of employment. |

  125. Compensation Mix

    Compensation Mix To facilitate the link between NEO pay and Company performance, a significant amount of TDC is performance-based and “at risk.” In 2023, 86% of our CEO’s target TDC, and 64% of the average target TDC of our other NEOs, was variable and “at risk.” The following chart shows the 2023 compensation mix, consisting of base salary, AIP, and RSUs/PSUs as the LTIP grants.

  126. Annual Incentive Plan Awards

    Annual Incentive Plan Awards AIP awards provide an annual incentive opportunity for achieving financial results based on short-term performance goals tied to the Company’s annual operating plan. Each NEO’s target AIP opportunity (expressed as a percent of base salary) is based on the NEO’s role, responsibility and alignment with similar internal positions and the external Competitive Market. Actual payout varies based upon actual business performance relative to performance targets, and may be subject to individual performance modifiers against pre-established individual goals, including, performance related to sustainability initiatives. For 2023, AIP awards were determined based on the following formula, measures and weightings all subject to the approval of our Compensation Committee.

  127. 2023 AIP Design

    2023 AIP Design

  128. 2023 AIP Design

    | Base Salary Earnings $x | Target AIP Opportunity % | = | Target AIP $x | Company Performance %x | Individual Performance % Modifier | = | Annual AIP Payout $ |

  129. 2023 Target AIP Opportunity

    2023 Target AIP Opportunity 2023 target AIP opportunities for NEOs are set forth in the table below. With the exception of Mr. Grizzle, there were no changes to these target percentages from 2022.

  130. 2023 Target AIP Opportunity

    | Name | Target AIP % Opportunity as % of Base Salary | Target AIP $ | | Victor D. Grizzle(1) | 110% | 1,080,000 | | Christopher P. Calzaretta | 60% | 258,825 | | Mark A. Hershey | 70% | 348,145 | | Austin K. So | 55% | 237,930 | | Monica M. Maheshwari | 50% | 141,667 |

  131. 2023 Target AIP Opportunity

    | (1) Mr. Grizzle’s target increased from 100% to 110% effective January 2023 to better align to market. |

  132. 2023 AIP Performance Metrics

    2023 AIP Performance Metrics Our Compensation Committee selected revenue and adjusted EBITDA as performance metrics in order to create strong alignment with shareholders and reflect key measures of value creation. Revenue was weighted 30% and adjusted EBITDA was weighted 70%. These performance metrics align to key elements of our operating plan and financial goals, including revenue growth, manufacturing productivity, optimization of invested capital and competitive SG&A levels, and they are strong indicators of our overall operating performance. For purposes of the 2023 AIP, the Compensation Committee defined: (i) revenue to be gross sales minus returns, discounts and allowances and minus intercompany sales, and (ii) adjusted EBITDA to be operating income plus depreciation and amortization plus/minus non-cash pension impact and plus/minus earnout/deferred purchase price accruals and certain acquisition-related charges, subject to certain exceptions which is consistent with the calculation of adjusted EBITDA that we report with our quarterly earnings. The revenue and adjusted EBITDA definitions did not change from the prior year. The 2023 revenue target of $1,299 million and adjusted EBITDA target of $414 million, represented a 5% increase and a 7% increase, respectively, from prior-year results. These targets were directly tied to the Company’s annual operating plan.

  133. 2023 AIP Performance Metrics

    | AWI 2024 Proxy Statement | 39 |

  134. 2023 AIP Performance Metrics

    In connection with those targets, the Compensation Committee also established the following performance ranges and associated payout ranges for the 2023 AIP. The Company’s performance was converted to a corresponding payout factor on a straight-line basis between threshold and target and between target and maximum. AIP payouts are capped at 200% of target. These performance ranges and thresholds applied to all of our NEOs.

  135. 2023 AIP Performance Metrics

    | | Target $(in millions) | | | Performance as % of Target Goal | | | Payout as % of Target Bonus | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Threshold | Target | Maximum | | Revenue (weighted 30%) | 1,195.0 | 1,299.0 | 1,377.0 | 92% | 100% | 106% | 50% | 100% | 200% | | Adjusted EBITDA (weighted 70%) | 373.0 | 414.0 | 443.0 | 90% | 100% | 107% | 50% | 100% | 200% |

  136. 2023 Performance and Payout Factors

    2023 Performance and Payout Factors For AIP purposes our 2023 revenue performance was 99% of target goal, resulting in a payout equal to 93% of target, and our adjusted EBITDA performance represented 104% of the target goal with a corresponding payout of 150% of target. These results yielded a combined payout factor of 133% of the target bonus for the NEOs. Current year revenue and adjusted EBITDA of acquired entities are excluded from our final results for AIP calculations, resulting in $1,284 million of revenue versus the overall Company result of $1,295 million and $429 million of adjusted EBITDA versus the overall Company result of $430 million.

  137. 2023 Performance and Payout Factors

    | Measure | 2023 AIP Target $M | 2023 AIP Actual $M | Performance % of Target Goal | Payout % of Target Bonus | | Revenue | 1,299 | 1,284 | 99% | 93% | | Adjusted EBITDA | 414 | 429 | 104% | 150% |

  138. 2023 Final AIP Awards

    2023 Final AIP Awards The Compensation Committee determined the final 2023 AIP payouts by multiplying each NEO’s target AIP opportunity by the final weighted payout factors as outlined below.

  139. 2023 Final AIP Awards

    | Name | Target AIP $ | Payout Factor | 2023 Final AIP Award $ | | Victor D. Grizzle | 1,079,925 | 133% | 1,436,310 | | Christopher P. Calzaretta | 258,825 | 133% | 344,240 | | Mark A. Hershey | 348,145 | 133% | 463,040 | | Austin K. So | 237,930 | 133% | 316,450 | | Monica M. Maheshwari | 141,667 | 133% | 188,420 |

  140. Long-Term Incentive Program Awards 2023-2025 Performance Period

    Long-Term Incentive Program Awards 2023-2025 Performance Period The goal of our LTIP is to provide equity-based long-term incentive awards that link management interests to shareholder returns and focus management on our long-term performance. In determining the LTIP award opportunity for the CEO and other NEOs, our Board and Compensation Committee consider a number of factors, including the Competitive Market, internal equity with peers at similar levels and cost (dilution and accounting cost), as well as tally sheet and wealth accumulation analyses.

  141. Long-Term Incentive Program Awards 2023-2025 Performance Period

    | 40 | AWI 2024 Proxy Statement |

  142. Long-Term Incentive Program Awards 2023-2025 Performance Period

    LTIP awards for a given year are typically made shortly following the release of our financial results for our prior fiscal year. This governance practice is designed to allow the equity markets to absorb the announcement of earnings and performance guidance. The Compensation Committee after discussion with its Compensation Consultant, decided to change the mix of vehicles for our LTIP to NEOs from 100% PSUs to 60% PSUs and 40% RSUs beginning in 2023 in order to better align with market practice and our compensation objectives, including access to high quality executives in a highly competitive talent market. The high proportion of PSUs reflects our pay-for-performance philosophy. The time-based awards support retention and are linked to shareholder value and ownership, which are important goals of our executive compensation program. The RSU grants will fully vest and be issued if the NEO is still actively employed and in good standing on March 1, 2026 (three-year cliff vesting). Three-year vesting is common in our industry and supports executive retention and alignment with shareholder value. The 2023 LTIP PSU grants for the 2023 – 2025 performance period (“2023 LTIP PSU Awards”) consisted of awards based on achievement of Absolute TSR (60% of the award), adjusted FCF (25% of the award) and MF adjusted EBITDA (15% of the award). The Compensation Committee recognized there is a strong market influence on MFV outside of leadership’s control including expected macro-economic weakness. Therefore, the Committee moved from MFV to Mineral Fiber adjusted EBITDA, which is directly connected to leadership’s decisions and actions to manage MFV growth investments and profitability. Mr. Grizzle has post-vesting holding requirements for amounts payable above target for the 2023 performance-based equity grants. If earned, any shares earned above target must be held for one year following the vesting date.

  143. 2023 LTIP Performance Metrics and Weighting

    2023 LTIP Performance Metrics and Weighting The number of shares eligible to vest under the 2023 LTIP PSU Awards is based on the achievement of applicable performance targets relative to Absolute TSR, adjusted FCF and MF adjusted EBITDA targets during the performance

  144. 2023 LTIP Performance Metrics and Weighting

    | AWI 2024 Proxy Statement | 41 |

  145. 2023 LTIP Performance Metrics and Weighting

    period (January 1, 2023 to December 31, 2025). The grants, intended to compensate based on long-term value creation, have a three-year performance period to allow a reasonable timeframe for value creation, challenging targets with a substantial payout upside for breakout performance, and a payout scale that defines meaningful performance hurdles. The PSUs for the NEOs can vest 50% of target at threshold performance to 275% of target at maximum performance, on a weighted-average basis. There is no payout below threshold performance. Absolute TSR tracks the appreciation in share price of the Company’s Common Stock, including dividends, and is annualized for the performance period. The ending share price for the Absolute TSR calculation will be based on the volume-weighted, average closing price of the Company’s Common Stock for the highest consecutive 30 trading days in the 60- trading-day-period beginning with and immediately following January 2, 2026. The starting price was based on the volume-weighted average of the highest consecutive 30 trading days in the subsequent 60-trading-day-period closing price of the Company stock for the highest 30 trading days immediately following January 2, 2023, resulting in $79.00 per share. Share repurchases only impact Absolute TSR to the extent they affect our stock price.

  146. 2023 LTIP Performance Metrics and Weighting

    | Performance to TSR Target | Annualized Absolute TSR Target | Ending Share Price | Incentive Payout | | 50% | 5.0% | $91.45 | 50% | | 75% | 7.5% | $98.14 | 75% | | 83% | 8.3% | $100.35 | 83% | | 100% | 10.0% | $105.15 | 100% | | 150% | 15.0% | $120.15 | 200% | | 200% | 20.0% | $136.51 | 300% |

  147. 2023 LTIP Performance Metrics and Weighting

    Adjusted FCF is defined as cumulative three-year cash flow from operations, minus (i) cash payments to purchase property, plant and equipment (Cap Ex), plus (ii) the return of investment from WAVE. The Adjusted FCF definition differs from that used for external reporting purposes due to the exclusion of proceeds from company-owned life insurance, which are classified as a component of Cash Flows from Investing Activities on our Consolidated Statements of Cash Flows within our Annual Report on Form 10-K.

  148. 2023 LTIP Performance Metrics and Weighting

    | Performance to FCF Target | Adjusted FCF $(M) | Incentive Payout | | 80% | $622 | 50% | | 100% | $778 | 100% | | 110% | $856 | 150% | | 115% | $895 | 175% | | 120% | $928 | 200% |

  149. 2023 LTIP Performance Metrics and Weighting

    MF adjusted EBITDA is defined as cumulative three-year operating income plus depreciation, plus/minus environmental site expenses, plus/minus restructuring charges and related costs and certain acquisition-related charges, subject to certain exceptions which is consistent with the calculation of adjusted EBITDA that we report with our quarterly earnings. The Mineral Fiber definition is consistent with that used for the external reporting segment.

  150. 2023 LTIP Performance Metrics and Weighting

    | Performance to MF EBITDA Target | MF Adjusted EBITDA $(M) | Incentive Payout | | 85% | $941 | 50% | | 100% | $1,107 | 100% | | 108% | $1,196 | 200% | | 115% | $1,273 | 300% |

  151. 2023 Target LTIP

    2023 Target LTIP The Compensation Committee annually determines the LTIP target opportunity (expressed as a percent of base salary) based on each NEO’s role, responsibility, alignment with similar positions internally and the external Competitive Market, as well as a review of tally sheets and wealth accumulation analyses. After a review of individual performance and Competitive Market data during the Compensation Committee meeting held in February 2023, the Compensation Committee increased Mr. Grizzle’s target LTIP opportunity in 2023 to $5 million.

  152. 2023 Target LTIP

    | 42 | AWI 2024 Proxy Statement |

  153. 2023 Target LTIP

    The respective target percentages for annual LTIP grants to our NEOs in 2023 and the resulting target values are set forth in the table below.

  154. 2023 Target LTIP

    | Name | 2023 LTIP Target as % of March 2023 Base Salary | 2023 RSUs Value ($)(1) | 2023 PSUs Value ($)(1) | 2023 LTIP Annual Target Value ($)(1) | | Victor D. Grizzle | 539% | 2,000,000 | 3,000,000 | 5,000,000 | | Christopher P. Calzaretta | 110% | 187,000 | 280,500 | 467,500 | | Mark A. Hershey | 140% | 274,400 | 411,600 | 686,000 | | Austin K. So | 120% | 201,600 | 302,400 | 504,000 | | Monica M. Maheshwari | 100% | 136,000 | 204,000 | 340,000 |

  155. 2023 Target LTIP

    | (1) Amounts represent the targeted value of the long-term incentive equity awards granted in March 2023, as calculated using the closing market price of our shares of Common Stock ($77.69) on the date of the grant (March 1, 2023). |

  156. Other Long Term Awards – Issued in 2023

    Other Long Term Awards – Issued in 2023 On April 28, 2023, the independent directors, following the recommendation of the Compensation Committee, approved a grant of time-based restricted stock units to Mr. Grizzle with a target value of $5.0 million that vests in full on the third anniversary of the grant date. The award is intended to incentivize Mr. Grizzle, who on the date of grant was 61 years old, to continue his employment as President and CEO of the Company. In making the award, the independent directors considered Mr. Grizzle’s strong performance and leadership of the Company, his importance to the execution of the Company’s strategic priorities, and to facilitate a comprehensive CEO succession planning process. The independent directors determined to grant this award to serve as an additional retention tool in a highly competitive environment for senior executives with Mr. Grizzle’s skills, experience and track record of strong performance. In addition, Ms. Maheshwari received a one-time RSU grant upon hire valued at $150,000. The RSU award was scheduled to vest over three years, vesting one-third each year. Ms. Maheshwari left the organization on February 29, 2024.

  157. Payout of 2021-2023 Performance-Based Restricted Stock Units

    Payout of 2021-2023 Performance-Based Restricted Stock Units The performance for PSUs awarded in 2021 for the 2021 to 2023 performance period was determined on April 4, 2024. The awards were based on Absolute TSR, adjusted FCF and MFV over the performance period. In 2021, the Compensation Committee granted PSUs to Tier I (CEO and his direct reports) to vest based on achievement of Absolute TSR (60% of the award), adjusted FCF (30% of the award) and MFV (10% of the award) and Tier II (below CEO and his direct reports) to vest based on achievement of Absolute TSR (30% of the award), adjusted FCF (60% of the award) and MFV (10% of the award). Based upon performance during the measurement period, the Absolute TSR achievement for the 2021 to 2023 period was 12.01%, with a calculated price of $124.04 compared to the starting price for the TSR PSUs of $88.27. This exceeded our 10% annualized TSR target, resulting in a 130% payout under this metric. The cumulative adjusted FCF was $670 million for the performance period, below our target of $687 million. The Compensation Committee approved a payout factor of 94%. The MFV was below threshold for the performance period, resulting in no payout under this metric. Based on the metrics and the certified Absolute TSR and adjusted FCF results, the PSUs for Messrs. Grizzle and Hershey vested at 106% of target (Tier I). Mr. Calzaretta was in Tier II at the time of the 2021 – 2023 PSU grant. His PSUs vested at 96% of target. Mr. So and Ms. Maheshwari were not employed by us at the time of the commencement of the measurement period.

  158. Payout of 2021-2023 Performance-Based Restricted Stock Units

    | Name | 2021 PSU Shares Granted (#) | 2021 PSU Payout Factor | 2021 PSU Final Payout (#) | | Victor D. Grizzle | 41,894 | 106% | 44,491 | | Christopher P. Calzaretta | 1,314 | 96% | 1,256 | | Mark A. Hershey | 7,118 | 106% | 7,561 |

  159. Payout of 2021-2023 Performance-Based Restricted Stock Units

    | AWI 2024 Proxy Statement | 43 |

  160. 2023 Total Direct Compensation

    | Name | 2023 Salary Earnings $ | 2023 Final AIP $ | 2023 LTIP $(1) | 2023 Other Long Term Grants $ | TDC $ | | Victor D. Grizzle(2) | 981,750 | 1,436,310 | 5,000,000 | 5,000,000 | 12,418,060 | | Christopher P. Calzaretta | 431,350 | 344,240 | 467,500 | | 1,243,090 | | Mark A. Hershey | 497,350 | 463,040 | 686,000 | | 1,646,390 | | Austin K. So | 432,600 | 316,450 | 504,000 | | 1,253,050 | | Monica M. Maheshwari(3) | 283,333 | 188,420 | 340,000 | 150,000 | 811,753 |

  161. 2023 Total Direct Compensation

    | (1) Amounts represent the aggregate value for the equity awards granted in 2023, as calculated using the closing market price of our shares of Common Stock on the date of the grant. |

  162. Qualified Defined Contribution Savings Plan and Non-qualified Deferred Compensation Plan

    Qualified Defined Contribution Savings Plan and Non-qualified Deferred Compensation Plan The Company maintains a 401(k) plan. For salaried employees, we provide a 401(k) match of 100% on the first 4% of employee contributions and a 50% match on the next 4% of employee contributions for a maximum company match of 6%. All NEOs participated in this program in 2023. The Company offers an unfunded, nonqualified deferred compensation plan, the Armstrong Nonqualified Deferred Compensation Plan (“NQDCP”), to restore Company contributions that would be lost due to Internal Revenue Code limits on compensation that can be taken into account under the Company’s tax-qualified 401(k) plan and to allow participants to voluntarily elect to defer base salary and AIP until a future date. Participants in the NQDCP receive a Company match identical to the 401(k) Company match on compensation in excess of the Internal Revenue Code limits, up to a maximum contribution of 6% of eligible earnings. All NEOs participated in this program in 2023.

  163. Severance Arrangements

    Severance Arrangements Each NEO has a severance agreement with the Company. These agreements are designed to:

  164. Severance Arrangements

    | • | assure continuity of executive management during the evaluation and execution of any |

  165. Severance Arrangements

    | 44 | AWI 2024 Proxy Statement |

  166. Severance Arrangements

    | transaction that may result in loss of or material changes to employment; |

  167. Severance Arrangements

    | • | reduce risk to the Company and provide shareholder alignment by keeping executives neutral to job loss when pursuing actions that may result in termination of employment; |

  168. Severance Arrangements

    | • | ensure executive management can objectively evaluate any transaction and act in the best interests of shareholders during the design and execution of such a transaction; and |

  169. Severance Arrangements

    | • | define transition support and terms in the event of not-for-cause termination to foster retention of key executives during times of uncertainty. |

  170. Payments upon Termination of Employment

    Payments upon Termination of Employment Our severance arrangements provide for certain cash severance benefits if the executive’s employment is terminated by the Company without Cause or by the executive for Good Reason (as such terms are defined in the severance agreement). Under the severance agreements that apply in absence of a change in control, the severance benefit is equal to (i) 1.5 times (two times in the case of Mr. Grizzle) the executive’s then-current annual base salary plus target annual incentive under the AIP program, payable in a lump sum, and (ii) a pro-rated annual incentive bonus based on actual performance for the year of termination, payable at the time that bonuses are paid to employees of the Company generally. Under each executive’s severance agreement, the executive is entitled to receive severance payments upon involuntary termination without Cause or termination for Good Reason within two years following a change in control (“CIC”), or within six months preceding a CIC if the termination is in connection with a potential CIC. In a CIC, the severance is equal to (i) two times (2.5 times in the case of Mr. Grizzle) the executive’s then-current annual base salary plus target annual incentive under the AIP program, payable in a lump sum, and (ii) a pro-rated annual incentive bonus based on actual performance for the year of termination, payable at the time that bonuses are paid to employees of the Company generally. None of the severance agreements provide for tax gross-ups under Sections 280G and 4999 of the Internal Revenue Code. For more information regarding our NEO separation arrangements, please refer to the “Potential Payments upon Termination or Change in Control” section on page 54.

  171. Tax Deductibility of Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Victor D. Grizzle | 2023 | 981,750 | — | 11,019,636 | — | 1,436,310 | 104,020 | 13,541,716 | | President & Chief Executive Officer | 2022 2021 | 927,000 920,250 | — — | 4,433,797 4,442,344 | — — | 658,170 1,251,540 | 255,691 216,637 | 6,274,658 6,830,771 | | Christopher P. Calzaretta Senior Vice President & Chief Financial Officer | 2023 2022 | 431,375 344,314 | — — | 562,964 471,446 | — — | 344,240 117,000 | 14,625 18,219 | 1,353,204 950,979 | | Mark A. Hershey Senior Vice President, Americas | 2023 2022 2021 | 497,350 490,000 463,340 | — — — | 825,879 1,516,375 754,784 | — — — | 463,040 243,530 378,090 | 48,424 59,471 53,960 | 1,834,693 2,309,376 1,650,174 | | Austin K. So Senior Vice President, General Counsel, Secretary & Chief Compliance Officer | 2023 2022 | 432,600 385,000 | — 175,000 | 606,837 933,682 | — — | 316,450 150,350 | 192,795 18,066 | 1,548,682 1,662,098 | | Monica M. Maheshwari(5) Senior Vice President, Human Resources | 2023 | 283,333 | — | 559,413 | — | 188,420 | 15,271 | 1,046,436 |

  172. CIC Arrangements – Key Terms

    | | | | | | Value of $100 Investment Based on | | | | | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid CEO (2) | Average Summary Compensation Table Total for other NEOs (3) | Average Compensation Actually Paid for NEOs (4) | TSR (5) | Peer Group TSR (6) | Net Income (loss) $ in millions (7) | Company Selected Measure: Adjusted EBITDA $ in millions (8) | | 2023 | 13,541,716 | 19,471,327 | 1,445,754 | 1,829,459 | 109.42 | 164.00 | 223.8 | 430 | | 2022 | 6,274,658 | (9,191,709) | 1,519,954 | 342,164 | 75.18 | 114.00 | 202.9 | 385 | | 2021 | 6,830,772 | 19,752,199 | 1,497,830 | 2,878,943 | 126.07 | 169.00 | 183.2 | 372 | | 2020 | 5,073,042 | (7,730,792) | 1,207,543 | (387,858) | 80.05 | 122.00 | (99.1) | 330 |

  173. CIC Arrangements – Key Terms

    | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to our CEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date) and certain adjustments in the values of pensions. Compensation actually paid generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals (as reflected in the significant decrease to 2020 and 2022 compensation actually paid). For information regarding the decisions made by our MDCC in regard to the CEOs compensation for each fiscal year, please see the “Compensation Discussion and Analysis” sections in this proxy statement and in the proxy statement for our annual meeting of shareholders for 2020, 2021 and 2022. |

  174. CIC Arrangements – Key Terms

    | (4) Average “compensation actually paid” for our non-CEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the adjustments to the Summary Compensation Table totals required by the SEC rules. For information regarding the decisions made by our MDCC in regard to the non-CEO NEOs compensation for each fiscal year, please see the “Compensation Discussion and Analysis” in this proxy statement and in the proxy statement for our annual meeting of shareholders for 2021, 2022 and 2023. |