DEF 14A of Armstrong World Industries Inc, Apr 28, 2025

DEF 14A of Armstrong World Industries Inc

Filed Apr 28, 2025 · FY20240001193125-25-100540

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Composition of Board Nominees:

  2. DIRECTOR NOMINEES

    | • | 86% Independent |

  3. DIRECTOR NOMINEES

    | • | 29% Black |

  4. DIRECTOR NOMINEES

    | • | 29% Women |

  5. DIRECTOR NOMINEES

    | • | 5.1 years average tenure |

  6. DIRECTOR NOMINEES

    | • | 61.1 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 | 63 | 2016 | — | | | Richard D. Holder | 62 | 2022 | AC, FC, NGSRC‡ | ✓ | | Barbara L. Loughran | 61 | 2019 | AC‡, FC, NGSRC | ✓ | | William H. Osborne | 65 | 2022 | MDCC, NGSRC | ✓ | | Kathleen E. Pitre | 48 | — | — | ✓ | | Wayne R. Shurts | 65 | 2019 | AC, MDCC‡ | ✓ | | Roy W. Templin | 64 | 2016 | AC, FC‡ | ✓ |

  9. DIRECTOR NOMINEES

    | * As of March 31, 2025 |

  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

    | AWI 2025 Proxy Statement | 3 |

  14. DIRECTOR NOMINEES

    Information concerning the nominees is provided below:

  15. DIRECTOR NOMINEES

    | | VICTOR D. GRIZZLE Director since: 2016 Age: 63 |

  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: 62 Independent |

  18. DIRECTOR NOMINEES

    Mr. Holder is currently the Chief Executive Officer of Loparex, Inc., a leading supplier of engineered release liner solutions, a position he has held since January 2024. 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, from January 2021 to January 2024. 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

    | 4 | AWI 2025 Proxy Statement |

  20. DIRECTOR NOMINEES

    | | BARBARA L. LOUGHRAN Director since: 2019 Age: 61 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 Amentum Holdings, Inc., a publicly-traded advanced engineering and technology solutions company, where she serves as chair of the Nominating and Corporate Governance Committee and as a member of the Audit Committee. Ms. Loughran previously served on the board of directors of Jacobs Solutions, Inc., a publicly-traded engineering company, until the spin-off of Jacobs’ Critical Mission Solutions and Cyber & Intelligence government services businesses and merger with Amentum Parent Holdings LLC to form Amentum Holdings, Inc. 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: 65 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. 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

    | AWI 2025 Proxy Statement | 5 |

  25. DIRECTOR NOMINEES

    | | KATHLEEN E. PITRE Director since: — Age: 48 Independent |

  26. DIRECTOR NOMINEES

    Ms. Pitre is Senior Vice President & President, Beverage Packaging, North and Central America at the Ball Corporation, a position she has held since 2024. Her career at Ball has spanned more than twenty years and includes previous roles as the Company’s President, Beverage Packaging, North and Central America from 2021 to 2024 and as the company’s Chief Commercial and Sustainability Officer from 2019 to 2021. Prior to that, she also served as Vice President of Sustainability & Public Affairs, Vice President of Communications and Corporate Relations, and Executive Director of the Ball Foundation. Before her executive leadership roles in Ball’s corporate and packaging business, she had an 11-year career with Ball in its aerospace business where she held various leadership roles in marketing and communications. In addition to her role at Ball, Ms. Pitre serves on the Global Leadership Council of the Colorado State University College of Business. She provides our Board with broad expertise in manufacturing, sustainability, marketing, communications and senior executive leadership.

  27. DIRECTOR NOMINEES

    | | WAYNE R. SHURTS Director since: 2019 Age: 65 Independent |

  28. 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.

  29. DIRECTOR NOMINEES

    | 6 | AWI 2025 Proxy Statement |

  30. DIRECTOR NOMINEES

    | | ROY W. TEMPLIN Director since: 2016 Age: 64 Independent |

  31. 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.

  32. DIRECTOR NOMINEES

    | AWI 2025 Proxy Statement | 7 |

  33. BOARD MEETINGS AND COMMITTEES

    BOARD MEETINGS AND COMMITTEES The Board met six times during 2024, 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 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 2024 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 two directors attended the 2024 Annual Meeting. Audit Committee The Audit Committee met five times during 2024. 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 any other registered public accountant engaged in auditing, audit-related, review or attest services, (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

    | 14 | AWI 2025 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 2024, two of which were special meetings. The members of the Finance Committee are Roy W. Templin (Chair), Richard D. Holder and Barbara L. Loughran. 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 |

  45. BOARD MEETINGS AND COMMITTEES

    | the Company’s stock, and capital deployment strategies; and |

  46. BOARD MEETINGS AND COMMITTEES

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

  47. BOARD MEETINGS AND COMMITTEES

    Management Development and Compensation Committee The Compensation Committee met seven times during 2024, two of which were special meetings. The members of the Compensation Committee are Wayne R. Shurts (Chair), William H. Osborne and Cherryl T. Thomas. Under its charter, the Compensation Committee:

  48. BOARD MEETINGS AND COMMITTEES

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

  49. BOARD MEETINGS AND COMMITTEES

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

  50. BOARD MEETINGS AND COMMITTEES

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

  51. 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; |

  52. BOARD MEETINGS AND COMMITTEES

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

  53. BOARD MEETINGS AND COMMITTEES

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

  54. BOARD MEETINGS AND COMMITTEES

    | • | reviews executive officer succession plans. |

  55. BOARD MEETINGS AND COMMITTEES

    Nominating, Governance and Social Responsibility Committee The Governance Committee met five times during 2024. 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:

  56. BOARD MEETINGS AND COMMITTEES

    | • | monitors the independence of nonemployee directors; |

  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 |

  58. BOARD MEETINGS AND COMMITTEES

    | AWI 2025 Proxy Statement | 15 |

  59. BOARD MEETINGS AND COMMITTEES

    | Governance Principles, and makes recommendations to the Board concerning nominees for election as Board members; |

  60. BOARD MEETINGS AND COMMITTEES

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

  61. BOARD MEETINGS AND COMMITTEES

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

  62. BOARD MEETINGS AND COMMITTEES

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

  63. BOARD MEETINGS AND COMMITTEES

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

  64. 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 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

  65. POLICY ON MAJORITY VOTING IN THE ELECTION OF DIRECTORS

    | 16 | AWI 2025 Proxy Statement |

  66. POLICY ON MAJORITY VOTING IN THE ELECTION OF DIRECTORS

    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.

  67. Director Compensation Program

    Director Compensation Program

  68. 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 |

  69. Director Compensation Program

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

  70. Director Compensation Program

    | 22 | AWI 2025 Proxy Statement |

  71. 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.

  72. Director Compensation Table – 2024

    Director Compensation Table – 2024

  73. Director Compensation Table – 2024

    | 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 | — | — | — | 4,868 | 234,868 | | Barbara L. Loughran | 110,000 | 125,000 | — | — | — | 8,910 | 243,910 | | William H. Osborne | 90,000 | 125,000 | — | — | — | 1,945 | 216,945 | | Wayne R. Shurts | 110,000 | 125,000 | — | — | — | 1,945 | 236,945 | | Roy W. Templin | 160,000 | 170,000 | — | — | — | 2,645 | 332,645 | | Cherryl T. Thomas | 90,000 | 125,000 | — | — | — | 17,118 | 232,118 |

  74. Director Compensation Table – 2024

    | (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, 2025, see SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS, pages 24-26. |

  75. Director Compensation Table – 2024

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

  76. Director Compensation Table – 2024

    | (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 service on our Board. |

  77. Director Compensation Table – 2024

    | (4) Represents cash dividend equivalent on vested undistributed shares and vested distributed shares, excluding any dividends payable for shares of Common Stock held individually by a director. |

  78. Director Compensation Table – 2024

    | AWI 2025 Proxy Statement | 23 |

  79. Director Compensation Table – 2024

    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, 2025 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.

  80. Director Compensation Table – 2024

    | 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) | 12.8% | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 4,763,167(3) | 11.0% | | The London Company 1800 Bayberry Court, Suite 301 Richmond, VA 23226 | 2,644,340(4) | 6.1% | | Capital International Investors 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | 2,619,024(5) | 6.0% |

  81. Director Compensation Table – 2024

    | (1) Based on 43,424,918 shares of the Company’s Common Stock outstanding as of March 31, 2025, as reported to the NYSE (63,189,152 shares reported, less 19,764,234 shares held in treasury). |

  82. Director Compensation Table – 2024

    | (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. |

  83. Director Compensation Table – 2024

    | (3) 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. |

  84. Director Compensation Table – 2024

    | (4) 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. |

  85. Director Compensation Table – 2024

    | (5) On a Schedule 13G Amendment No. 6 filed with the SEC on May 10, 2024, Capital International Investors reported, as of April 30, 2024, that it had sole voting power with respect to 2,616,152 shares of Common Stock of the Company and sole dispositive power with respect to 2,619,024 shares of Common Stock of the Company. |

  86. Director Compensation Table – 2024

    | 24 | AWI 2025 Proxy Statement |

  87. Director Compensation Table – 2024

    Management, Directors and Director Nominees The following table sets forth, as of March 31, 2025, 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 37 and all directors and executive officers as a group in accordance with applicable SEC rules.

  88. Director Compensation Table – 2024

    | 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 | 1,959 | — | 1,959 | 6,273 | 8,232 | | Jill A. Crager | 1,856 | | 1,856 | 3,502 | 5,358 | | Victor D. Grizzle | 357,576 | — | 357,576 | 130,900 | 488,476 | | Mark A. Hershey | 45,263 | — | 45,263 | 8,100 | 53,363 | | Richard D. Holder | — | — | — | 4,520 | 4,520 | | Barbara L. Loughran | — | — | — | 8,041 | 8,041 | | William H. Osborne | 3,207 | — | 3,207 | 1,107 | 4,314 | | Kathleen E. Pitre | — | — | — | — | — | | Wayne R. Shurts | 6,945 | — | 6,945 | 1,107 | 8,052 | | Austin K. So | 1,643 | — | 1,643 | 6,029 | 7,672 | | Roy W. Templin | 16,246 | — | 16,246 | 1,506 | 17,752 | | Cherryl T. Thomas | — | — | — | 15,191 | 15,191 | | Directors, Director Nominees and Executive Officers as a Group (13 persons)(4) | 435,623 | — | 435,623 | 187,636 | 623,259 |

  89. Director Compensation Table – 2024

    | (1) Directors and NEOs do not receive stock option grants as part of the compensation programs for directors or NEOs, respectively. |

  90. Director Compensation Table – 2024

    | (2) No individual director or executive officer beneficially owns 1% of the shares of Common Stock outstanding as of March 31, 2025. The directors and executive officers as a group beneficially own approximately 1% of the shares of Common Stock outstanding as of March 31, 2025. |

  91. Director Compensation Table – 2024

    | (3) Represents, in the case of NEOs, unvested restricted stock units (“NEO RSUs”) granted to them under the 2016 Long-Term Incentive Plan and under the Equity and Cash Incentive Plan adopted in 2022, 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, 2025 (in the case of vested Director RSUs due to deferral) 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. |

  92. Director Compensation Table – 2024

    | (4) Includes amounts for James T. Burge, Vice President, Controller. |

  93. Director Compensation Table – 2024

    | AWI 2025 Proxy Statement | 25 |

  94. Director Compensation Table – 2024

    Directors – Aggregate Ownership The table below sets forth, as of March 31, 2025, additional detail as to each nonemployee director’s ownership and rights to ownership in the Company’s equity.

  95. Director Compensation Table – 2024

    | Name | Common Shares | Vested Restricted Stock Units(1) | Unvested Restricted Stock Units(2) | Total Equity | Total Value(3) | | Richard D. Holder | — | 3,413 | 1,107 | 4,520 | $636,778 | | Barbara L. Loughran | — | 6,934 | 1,107 | 8,041 | $1,132,816 | | William H. Osborne | 3,207 | — | 1,107 | 4,314 | $607,756 | | Wayne R. Shurts | 6,945 | — | 1,107 | 8,052 | $1,134,366 | | Roy W. Templin | 16,246 | — | 1,506 | 17,752 | $2,500,902 | | Cherryl T. Thomas | — | 14,084 | 1,107 | 15,191 | $2,140,108 | | Total | 26,398 | 24,431 | 7,041 | 57,870 | $8,152,726 |

  96. Director Compensation Table – 2024

    | (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 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. |

  97. Director Compensation Table – 2024

    | (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). All the Director RSUs listed in this column will vest on June 12, 2025 (1,107 shares for Messrs. Holder, Osborne, Shurts, and Mses. Loughran and Thomas; 1,506 shares for the Chair). |

  98. Director Compensation Table – 2024

    | (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 $140.88, which was the closing price of the shares of Common Stock of the Company on the NYSE on March 31, 2025. Amount excludes $991.88 in accrued dividends (non-interest bearing) for all directors except for the Chair and excludes $1,349.38 in accrued dividends (non-interest bearing) for the Chair. |

  99. Director Compensation Table – 2024

    | 26 | AWI 2025 Proxy Statement |

  100. 2024 Spring Engagement

    | Shareholders contacted: 27 Representing ~77% of shares outstanding* Engaged ~40% of shares outstanding* Representing 10 of our larger shareholders *Based on 13F filings as of March 31, 2024. | Key Themes: • While broadly supportive of our executive compensation program, some investors opposed the size and the lack of performance criteria in the CEO Retention Grant. • Investors requested additional proxy disclosure about the retentive value of the CEO Retention Grant along with enhanced discussion of our CEO succession planning processes. • Initially investors commented on but expressed support for the addition of time vested RSUs to the mix of the executive Long-term incentive program (LTIP). • Some Investors commented on the use of Mineral Fiber segment EBITDA as a LTIP performance metric versus the prior Mineral Fiber volume growth metric. |

  101. 2024 Fall Engagement

    | Shareholders contacted 20 Representing ~68% of shares outstanding* ~40% Engaged Representing 10 of our largest shareholders *Based on 13F filings as of September 30, 2024. | Key Themes: • Investors continued to be broadly supportive of our governance and compensation practices, but most would not support another sizable one-time grant without performance metrics. • A few investors also noted the increase in CEO AIP target, requesting additional disclosure discussion of the rationale for those changes. • Most investors supported the performance metrics used in long-term incentives, although some favored relative TSR rather than absolute TSR. • Many investors expressed interest in the CEO succession planning process. • Many investors also requested additional disclosure regarding Board refreshment, assessment and education. |

  102. 2024 Fall Engagement

    | What we heard | Our Response | | A general preference for limited use of one-time grants and when such grants are used, they should have performance metrics. | We did not issue any special awards to our NEOs in 2024. The Committee reaffirms that special awards should be rare and that it will not grant any special, off-cycle awards to NEOs absent a compelling circumstance. To the extent a future compelling circumstance arises justifying a special, off-cycle award, the Compensation Committee will take into consideration the shareholder feedback received regarding the inclusion of performance metrics in any such special, off-cycle award, and detailed disclosure will be provided if such a circumstance arises. | | When making changes to executive compensation program design, investors expect additional disclosure around the drivers for and strategy around the changes being made. | More robust and plain english disclosures will be added to the compensation discussion and analysis (“CD&A”) section to describe future changes to ensure the reader has a clear understanding of and the driver for the change. |

  103. 2024 Fall Engagement

    | What we heard | Our Response | | Some investors commented on their preferred metrics in our LTIP PSU plan i.e. return on invested capital (“ROIC”), relative Total Shareholder Return (“TSR”), Mineral Fiber volume. | Each year the Committee reviews our incentive plan metrics to ensure they tie to our strategic plan. Our performance metrics are carefully selected to motivate performance that drives achievement of long-term goals. In response to the feedback, the Committee reinstituted Mineral Fiber Volume as a metric. For 2025, our LTIP PSUs will vest based on achievement of absolute Total Shareholder Return, Free Cash Flow and Mineral Fiber Volume metrics that the Committee believes work together to drive sustainable growth and value creation. | | Some shareholders expressed concern shifting the mix of NEOs’ LTIP awards from 100% PSUs to 60% PSUs / 40% RSUs | The Committee, in conjunction with its outside consultant conducted a market study of our LTIP and determined that the new mix is consistent with peer and broader industry practices. Therefore the Committee continued granting the current mix of 60% PSUs/ 40% RSUs. | | Given the fact that the one-time CEO grant was focused on his retention, investors would like more understanding of the CEO succession planning process. | Additional CEO succession planning process disclosure is included on pages 11-12 of this proxy statement. | | There is growing interest in Board refreshment, assessment and education. | Additional Board refreshment, assessment, and education disclosure is available on pages 2 and 12 of this proxy statement. |

  104. 2024 Fall Engagement

    Additional notable 2025 changes in our LTIP: Beginning with the 2025 awards under out LTIP, we modified our retirement provision for such awards from 55 years old and 5 years of service (known as the 55/5 rule) to 60 years old and 5 years of service (60/5 rule) to be eligible for retirement equity treatment. In addition, we maintained our minimum service requirement which requires participants to be employed ten months following date of grant to be eligible for the retirement provision. We decreased the maximum opportunity for 2025 PSUs for two metrics (absolute total shareholder return and Mineral Fiber volume) from 300% to 250% of target. Based on the metric weighting and maximum opportunity, the overall maximum payout for 2025 PSUs decreased from 275% to 250% of target for the NEOs.

  105. 2024 Fall Engagement

    | • | Net Cash Provided by Operating and Investing Activities and Adjusted Free Cash Flow (“adjusted FCF”)*: Net cash provided by operating and investing activities of $188 million decreased $36 million, or 16%. Adjusted FCF* of $298 million increased $35 million, or 13%, driven primarily by higher cash earnings, partially offset by unfavorable net working capital impacts. |

  106. 2024 Fall Engagement

    | • | Total Shareholder Return (“TSR”): Our annualized absolute TSR for the 2022 – 2024 PSU performance period was 15.3%. |

  107. 2024 Fall Engagement

    | * To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provides additional measures of performance adjusted to exclude the impact of certain discrete expenses and income including adjusted EBITDA and adjusted FCF. Investors should not consider non-GAAP measures as a substitute for GAAP measures. The Company excludes certain acquisition related expenses (i.e. – impact of adjustments related to the fair value of inventory, contingent third-party professional fees, changes in the fair value of contingent consideration and deferred compensation accruals for acquisitions). Acquisition related deferred compensation accruals excluded from adjusted EBITDA represented cash and stock awards that are recorded over each award’s respective vesting period, as such payments are subject to the sellers’ and employees’ continued employment with the Company. Examples of other excluded items have included plant closures, restructuring charges and related costs, impairments, separation costs and other cost reduction initiatives, environmental site expenses and environmental insurance recoveries, endowment level charitable contributions, the impact of defined benefit plan settlements, gains and losses on sales or impairments of fixed assets, and certain other gains and losses. The Company also excludes income/expense from its U.S. Retirement Income Plan (“RIP”) in the non-GAAP results as it represents the actuarial net periodic benefit credit/cost recorded. For all periods presented, the Company was not required and did not make cash contributions to the RIP based on guidelines established by the Pension Benefit Guaranty Corporation, nor does the Company expect to make cash contributions to the plan in 2025. Adjusted FCF is defined as cash from operating and investing activities, adjusted to remove the impact of cash used or proceeds received for acquisitions and divestitures, |

  108. 2024 Compensation Plan Design

    | • | Annual Incentive Plan (“AIP”): Our 2024 AIP continued to use 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. |

  109. 2024 Compensation Plan Design

    | • | Long-Term Incentive Program (“LTIP”): The awards granted by the Compensation Committee to NEOs under our LTIP was comprised of 60% performance-based restricted stock units (“PSUs”) and 40% time-based restricted stock units (“RSUs”) which aligns to our compensation objectives, and supports attraction and retention of high quality executives in a highly competitive talent market. Our 2024 PSU performance metrics are based on 3-year absolute TSR (“Absolute TSR”), 3-year cumulative adjusted FCF and 3-year Mineral Fiber adjusted EBITDA |

  110. 2024 Compensation Plan Design

    | (“MF adjusted EBITDA”). 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 Compensation Committee selected MF adjusted EBITDA as the final metric in the plan which was introduced in 2023 as a metric, a change from Mineral Fiber volume growth (“MFV”) in prior years. Similar to the conclusion in 2023, the Compensation Committee recognized the uncertain economic environment, making it difficult to forecast near term volume. MF adjusted EBITDA is directly connected to leadership’s decisions and actions to manage mineral fiber volume growth investments and profitability. The 2024 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. These plan features, and others as described in more detail in this CD&A, are designed to strongly align |

  111. Compensation Philosophy and Objectives

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

  112. Compensation Elements

    Compensation Elements In 2024, 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 LTIP grants of PSUs and RSUs, governed by our Equity and Cash Incentive Plan adopted in 2022 (“2022 ECIP”) (our omnibus equity award plan).

  113. Compensation Elements

    | Type | Compensation Elements | Form and Objective | Further Information | Key 2024 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 within a range around market median | • 2024 Base Salary changes for our NEOs are presented on page 45 | • NEOs received merit increases averaging 5.4%, effective April 1, 2024. | | | 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 achievement of shorter-term performance goals • Payouts tied to Company performance, and may be subject to individual performance modifiers • Target opportunity set within a range around market median | • AIP was based on revenue and adjusted EBITDA (as described on page 46) | • NEOs received AIP payments for 2024 performance at 158% of target. | | | Long-Term Incentive Program (LTIP) | • Delivered in 60% PSUs and 40% RSUs for 2024 • 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 within a range around market median • In 2024, our Compensation Committee awarded PSUs tied to Absolute TSR, adjusted FCF, and MF adjusted EBITDA and RSUs. PSUs are earned over a 3-year performance period. RSUs vest in full on the 3rd anniversary of the grant date. | • PSU performance goals are based on adjusted FCF, MF adjusted EBITDA and Absolute TSR (as described on page 47) | • NEOs were granted a mix of PSU / RSU awards in 2024 with target award values ranging from 100% to 540% of base salary at the time of grant. |

  114. 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 performance-based results. The Board and the Compensation Committee also consider individual performance when finalizing AIP awards and can make upward or downward adjustment. 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. |

  115. 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 2024, we used Absolute TSR, adjusted FCF, and MF adjusted EBITDA as performance metrics for our PSU grants for the 2024-2026 performance period to maintain a focus on longer-term results that drive shareholder value. In 2024, 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. |

  116. Compensation Characteristics

    | • | Emphasis on Long-Term Incentive and Annual Incentive Compensation – Annual- and long-term incentive compensation comprises a significant percentage of target 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. |

  117. Compensation Characteristics

    | • | Linear and Capped Incentive Compensation Payouts – Our Compensation Committee establishes performance goals that are used to determine payouts for annual and long-term |

  118. Compensation Characteristics

    | incentive compensation. 2024 AIP payouts are capped at 200% of target and 2024 PSUs are capped, on a weighted average basis, at 275% of the target number of PSUs granted. |

  119. Compensation Characteristics

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

  120. Compensation Characteristics

    | • | Holding Requirements – Post-vesting holding requirements apply for amounts payable above target under the 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 awards granted in 2024 and for all future awards due to duplicative retention requirements in the stock ownership guidelines . |

  121. Independent Compensation Consultant

    Independent Compensation Consultant In 2024, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant on executive compensation matters. Meridian performed the following services relating to 2024 compensation decisions:

  122. Independent Compensation Consultant

    | • | advised on the design considerations with respect to the 2024 short- and long-term incentive programs; |

  123. Independent Compensation Consultant

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

  124. Independent Compensation Consultant

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

  125. Independent Compensation Consultant

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

  126. Independent Compensation Consultant

    The Compensation Committee determined the work of Meridian did not raise any conflicts of interest in 2024. 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 Meridian’s independence, the Compensation Committee has determined it was independent.

  127. 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.

  128. 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”):

  129. Annual Compensation Benchmarking

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

  130. Annual Compensation Benchmarking

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

  131. 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 2024, our Compensation Committee reviewed and approved our compensation Peer Group. The Committee removed PGT Innovations due to its acquisition during 2023. The Committee did not add any new companies to the Peer Group.

  132. Peer Group

    | 44 | AWI 2025 Proxy Statement |

  133. Peer Group

    Our current compensation Peer Group consists of the following 16 manufacturing companies (“Peer Group”):

  134. Peer Group

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

  135. 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. |

  136. 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 2024, 87% of our CEO’s target TDC, and, on average, 66% of the target TDC of our other NEOs, was variable and “at risk.” The following chart shows the 2024 compensation mix, consisting of base salary, AIP, and RSUs/PSUs.

  137. 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. For 2024, AIP awards were determined based on the following formula, measures and weightings all subject to the approval of our Compensation Committee.

  138. 2024 AIP Design

    2024 AIP Design

  139. 2024 AIP Design

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

  140. 2024 Target AIP Opportunity

    2024 Target AIP Opportunity The Committee set corresponding target AIP opportunities for each NEO, measured as a percentage of their base salary earned for fiscal year 2024. 2024 target AIP opportunities for NEOs are set forth in the table below.

  141. 2024 Target AIP Opportunity

    | Name | Target AIP % Opportunity as % of Base Salary | | Victor D. Grizzle | 110% | | Mark A. Hershey | 70% | | Christopher P. Calzaretta(1) | 70% | | Austin K. So(2) | 60% | | Jill A. Crager(3) | 60% |

  142. 2024 Target AIP Opportunity

    | (1) Mr. Calzaretta’s target increased from 60% to 70% effective January 2024 to align to market median. |

  143. 2024 Target AIP Opportunity

    | (2) Mr. So’s target increased from 55% to 60% effective January 2024 to align to market median. |

  144. 2024 Target AIP Opportunity

    | (3) Ms. Crager’s target increased from 50% to 60% effective January 2024 to align to market median. |

  145. 2024 AIP Performance Metrics

    2024 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 2024 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 2024 revenue target of $1,352 million and adjusted EBITDA target of $458 million, represented a 4% increase and a 7% increase, respectively, from prior-year results. These targets were directly tied to the Company’s annual operating plan.

  146. 2024 AIP Performance Metrics

    | 46 | AWI 2025 Proxy Statement |

  147. 2024 AIP Performance Metrics

    In connection with those targets, the Compensation Committee also established the following performance ranges and associated payout ranges for the 2024 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.

  148. 2024 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%) | 1,295.0 | 1,352.0 | 1,420.0 | 96% | 100% | 105% | 50% | 100% | 200% | | Adjusted EBITDA (weighted 70%) | 430.0 | 458.0 | 486.0 | 94% | 100% | 104% | 50% | 100% | 200% |

  149. 2024 Performance and Payout Factors

    2024 Performance and Payout Factors For AIP purposes our 2024 revenue performance was 102% of target goal, resulting in a payout equal to 135% of target, and our adjusted EBITDA performance represented 104% of the target goal with a corresponding payout of 168% of target. These results yielded a combined payout factor of 158% of the target bonus for the NEOs. Consistent with prior years, when applicable, current year revenue and adjusted EBITDA of acquired entities not included in our annual operating plan are excluded from our final results for AIP calculations, resulting in $1,376 million of revenue versus the overall Company result of $1,446 million and $478 million of adjusted EBITDA versus the overall Company result of $486 million.

  150. 2024 Performance and Payout Factors

    | Measure | 2024 AIP Target $M | 2024 AIP Actual $M | Performance % of Target Goal | Payout % of Target Bonus | | Revenue | 1,352 | 1,376 | 102% | 135% | | Adjusted EBITDA | 458 | 478 | 104% | 168% |

  151. 2024 Final AIP Awards

    2024 Final AIP Awards The Compensation Committee determined the final 2024 AIP payouts by multiplying each NEO’s target AIP opportunity by the final weighted payout factors as outlined below.

  152. 2024 Final AIP Awards

    | Name | Target AIP $ | Payout Factor | 2024 Final AIP Award $ | | Victor D. Grizzle | 1,100,000 | 158% | 1,738,000 | | Mark A. Hershey | 364,292 | 158% | 575,500 | | Christopher P. Calzaretta | 338,363 | 158% | 534,620 | | Austin K. So | 269,941 | 158% | 426,510 | | Jill A. Crager | 210,150 | 158% | 332,040 |

  153. 2024-2026 Long-Term Incentive Program Awards

    2024-2026 Long-Term Incentive Program Awards 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.

  154. 2024-2026 Long-Term Incentive Program Awards

    | AWI 2025 Proxy Statement | 47 |

  155. 2024-2026 Long-Term Incentive Program Awards

    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 retained the same vehicle mix as the prior year for the annual grants to our NEOs. Accordingly, the 2024 LTIP was granted 60% in PSUs and 40% in RSUs to stay aligned with market practice and our compensation objectives, including access to high quality executives in a highly competitive talent market. The greater weight of PSUs reflects our pay-for-performance philosophy. The time-based awards support long-term retention and are linked to shareholder value and ownership, which are important goals of our executive compensation program. The time vested RSU grants will fully vest and company stock will be issued if the NEO is still actively employed and in good standing on March 1, 2027 (three-year cliff vesting), subject to certain exceptions. Three-year vesting is common in our industry and supports executive retention and alignment with shareholder value. The 2024 LTIP PSU grants for the 2024 – 2026 performance period (“2024 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).

  156. 2024 LTIP Performance Metrics and Weighting

    2024 LTIP Performance Metrics and Weighting The number of shares eligible to vest under the 2024 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 period (January 1, 2024 to December 31, 2026). 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 superior 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.

  157. 2024 LTIP Performance Metrics and Weighting

    | 48 | AWI 2025 Proxy Statement |

  158. 2024 LTIP Performance Metrics and Weighting

    Absolute TSR measures 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 4, 2027. 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, 2024, resulting in starting price of $120.47 per share.

  159. 2024 LTIP Performance Metrics and Weighting

    | Performance to TSR Target | Annualized Absolute TSR Target | Ending Share Price | Incentive Payout | | 50% | 5.0% | $139.46 | 50% | | 75% | 7.5% | $149.66 | 75% | | 83% | 8.3% | $153.03 | 83% | | 100% | 10.0% | $160.35 | 100% | | 150% | 15.0% | $183.22 | 200% | | 200% | 20.0% | $208.17 | 300% |

  160. 2024 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.

  161. 2024 LTIP Performance Metrics and Weighting

    | Performance to FCF Target | Adjusted FCF $(M) | Incentive Payout | | 85% | $734 | 50% | | 100% | $863 | 100% | | 108% | $932 | 150% | | 115% | $993 | 200% |

  162. 2024 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.

  163. 2024 LTIP Performance Metrics and Weighting

    | Performance to MF EBITDA Target | MF Adjusted EBITDA $(M) | Incentive Payout | | 85% | $1,009 | 50% | | 100% | $1,187 | 100% | | 108% | $1,282 | 200% | | 115% | $1,365 | 300% |

  164. 2024 Target LTIP Opportunities

    2024 Target LTIP Opportunities 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, Company performance and Competitive Market data during the Compensation Committee meeting held in February 2024, the Compensation Committee increased Mr. Grizzle’s target LTIP opportunity in 2024 from $5.0 million to $5.4 million. This modest LTIP target increase was the only compensation adjustment for Mr. Grizzle in 2024, was performance-based and was designed to (i) position his compensation to the Competitive Market seventy-fifth percentile in recognition of Company performance and his tenure as CEO and (ii) align with shareholder value creation.

  165. 2024 Target LTIP Opportunities

    | AWI 2025 Proxy Statement | 49 |

  166. 2024 Target LTIP Opportunities

    The respective target percentages for annual LTIP grants to our NEOs in 2024 and the resulting target values are set forth in the table below.

  167. 2024 Target LTIP Opportunities

    | Name | 2024 LTIP Target as % of March 2024 Base Salary | 2024 RSUs Value ($)(1) | 2024 PSUs Value ($)(1) | 2024 LTIP Annual Target Value ($)(1) | | Victor D. Grizzle | 540% | 2,160,000 | 3,240,000 | 5,400,000 | | Mark A. Hershey | 140% | 279,880 | 419,820 | 699,700 | | Christopher P. Calzaretta(2) | 130% | 225,440 | 338,160 | 563,600 | | Austin K. So | 120% | 209,680 | 314,520 | 524,200 | | Jill A. Crager(3) | 100% | 128,400 | 192,600 | 321,000 |

  168. 2024 Target LTIP Opportunities

    | (1) Amounts represent the targeted value of the long-term incentive equity awards granted in February 2024, as calculated using the closing market price of our shares of Common Stock ($119.06) on the date of the grant (February 21, 2024). |

  169. 2024 Target LTIP Opportunities

    | (2) Mr. Calzaretta’s target increased from 110% to 130% effective January 2024 to align to market median. |

  170. 2024 Target LTIP Opportunities

    | (3) Ms. Crager’s target increased from 70% to 100% effective January 2024 to align to market median. |

  171. Payout of 2022-2024 Performance-Based Restricted Stock Units

    Payout of 2022-2024 Performance-Based Restricted Stock Units The performance for PSUs awarded in 2022 for the 2022 to 2024 performance period was determined on April 8, 2025. The awards were based on the achievement of Absolute TSR (60% of the award), adjusted FCF (25% of the award) and MFV (15% of the award). Based upon performance during the measurement period, the Absolute TSR achievement for the 2022 to 2024 period was 15.3%, with a calculated price of $156.38 compared to the starting price for the TSR PSUs of $101.99. This exceeded our 10% annualized TSR target, resulting in a 206% payout under this metric. The cumulative adjusted FCF was $768 million for the performance period, below our target of $860 million. The Compensation Committee approved a payout factor of 73% for this metric. 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 payout was set at 142% of target.

  172. Payout of 2022-2024 Performance-Based Restricted Stock Units

    | Name | 2022 PSU Shares Granted (#) | 2022 PSU Payout Factor | 2022 PSU Final Payout (#) | | Victor D. Grizzle | 45,015 | 142% | 63,855 | | Mark A. Hershey | 11,659 | 142% | 16,540 | | Christopher P. Calzaretta(1) | 3,866 | 125% | 4,838 | | Austin K. So | 5,672 | 142% | 8,049 | | Jill A. Crager | 2,364 | 142% | 3,354 |

  173. Payout of 2022-2024 Performance-Based Restricted Stock Units

    | (1) Mr. Calzaretta was in Tier II at the time of the grant in February 2024. On August 1, he transitioned to the CFO role, where he received an additional PSU grant aligned with the same metrics and weightings as the other NEOs. Tier II included the same metrics and targets, but with different weightings: aTSR (30%), FCF (55%), and MFV (15%). |

  174. Payout of 2022-2024 Performance-Based Restricted Stock Units

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  175. 2024 Total Direct Compensation

    | Name | 2024 Salary Earnings $ | 2024 Final AIP $ | 2024 LTIP $(1) | 2024 Other Long Term Grants $ | TDC $ | | Victor D. Grizzle | 1,000,000 | 1,738,000 | 5,400,000 | — | 8,138,000 | | Mark A. Hershey | 520,417 | 575,590 | 699,700 | — | 1,795,707 | | Christopher P. Calzaretta | 483,375 | 534,620 | 563,600 | — | 1,581,595 | | Austin K. So | 449,902 | 426,510 | 524,200 | — | 1,400,612 | | Jill A. Crager | 350,250 | 332,040 | 321,000 | — | 1,003,290 |

  176. 2024 Total Direct Compensation

    | (1) Amounts represent the aggregate value for the equity awards granted in 2024, as calculated using the closing market price of our shares of Common Stock on the date of the grant. |

  177. 2025 Compensation Program Design

    2025 Compensation Program Design The Compensation Committee received the shareholder feedback from the 2024 Spring Engagement and the 2024 Fall Engagement and reviewed the design of our executive compensation program considering that feedback. For 2025, the Compensation Committee decided to maintain the 2024 metrics for our AIP (Revenue and adjusted EBITDA). For the LTIP, the Committee retained the same vehicle mix but updated PSU metrics as follows: Absolute TSR and adjusted FCF remained metrics, however, the Compensation Committee replaced MF adjusted EBITDA with MFV which we used as a metric in our PSU program from 2020-2022. The Committee reverted back to MFV as the Committee believed that a more stable economic environment a few years removed from COVID made it less difficult to forecast near term volume. In addition, the Compensation Committee reduced the weighted maximum payout opportunity for 2025 PSUs from 275% to 250% of target. Finally, the Committee modified the definition of retirement within the LTIP from 55 years of age and 5 years of service to 60 years of age and 5 years of service beginning with 2025 LTIP awards.

  178. 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 2024. 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.

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

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

    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 2024.

  181. Severance Arrangements

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

  182. Severance Arrangements

    | • | assure continuity of executive management during the evaluation and execution of any transaction that may result in loss of or material changes to employment; |

  183. 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; |

  184. 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 |

  185. 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. |

  186. 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 beginning on page 64.

  187. Equity Award Grant Practices

    Equity Award Grant Practices At a meeting typically occurring in mid-February, the Compensation Committee annually addresses, among other things, equity awards under our LTIP, including equity awards to our NEOs. This meeting occurs shortly before the release of financial results for the prior fiscal year, allowing the Compensation Committee to review complete prior year financial results when evaluating Company performance. The grant date of such awards is intentionally set after the release of financial results for the prior fiscal year to allow the equity markets to absorb the prior year financial results and announcement of earnings guidance. The Compensation Committee may, in its discretion, also grant equity awards under our LTIP throughout the year, including in connection with the hiring of a new executive officer or the promotion of an employee to an executive officer position. During 2024, the Compensation Committee granted PSUs and RSUs to the NEOs, all of which were granted under the 2022 ECIP and are set forth below in the 2024 Grants of Plan-Based Awards table on page 58. Generally, the number of RSUs and PSUs granted is determined by dividing the aggregate dollar amount intended to be awarded by the closing market price of our shares of Common Stock on the grant date. RSUs and PSUs are generally settled in shares of our Common Stock upon vesting. The Compensation Committee does not intend to time the granting of any awards under our incentive plans, including those made to newly hired or newly promoted executive officers, with the release of any material, non-public information. Our executive compensation program does not currently include grants of stock options, stock appreciation rights or similar option-like instruments, and none were granted in 2024 or are currently outstanding.

  188. Tax Deductibility of Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(4) ($) | Total ($) | | Victor D. Grizzle | 2024 | 1,000,000 | — | 6,137,577 | 1,738,000 | — | 278,684 | 9,154,261 | | President & Chief Executive Officer | 2023 2022 | 981,750 927,000 | — — | 11,019,636 4,433,797 | 1,436,310 658,170 | — — | 104,020 255,691 | 13,541,716 6,274,658 | | Mark A. Hershey Senior Vice President & Chief Operating Officer | 2024 2023 2022 | 520,418 497,350 490,000 | — — — | 795,393 825,879 754,784 | 575,590 463,040 243,530 | — — — | 82,936 48,424 82,936 | 1,974,337 1,834,693 1,571,250 | | Christopher P. Calzaretta Senior Vice President & Chief Financial Officer | 2024 2023 2022 | 483,375 431,375 344,314 | — — — | 640,747 562,964 471,446 | 534,620 344,240 117,000 | — — — | 45,224 14,625 45,224 | 1,703,966 1,353,204 977,984 | | Austin K. So Senior Vice President, GC, Head of Government Relations & Chief Sustainability Officer | 2024 2023 2022 | 449,903 432,600 385,000 | — — 175,000 | 595,964 606,837 933,682 | 426,510 316,450 150,350 | — — — | 46,007 192,795 46,007 | 1,518,384 1,548,682 1,690,039 | | Jill A. Crager Senior Vice President Sales & Digital Marketing | 2024 | 350,250 | — | 364,955 | 332,040 | — | 38,709 | 1,085,954 |

  189. Tax Deductibility of Compensation

    | (1) Pension benefits for Ms. Crager were frozen on February 28, 2006 because she did not have the requisite 60 points of age and service to continue accruing benefits under the RIP. Ms. Crager’s pension benefit will not change due to additional service or pay; however, the present value will go up or down depending on the discount rate and mortality assumptions. |

  190. Tax Deductibility of Compensation

    The RBEP was established to pay any benefit which cannot be paid under the RIP due to Internal Revenue Code compensation or benefits limitations. All pension benefits are paid by the Company. The pension plans were closed to new salaried participants effective January 1, 2005 and pension benefits were frozen for all salaried employees on December 31, 2017. Benefits payable under the RIP and RBEP are based on a formula that yields an annual amount payable over the participant’s lifetime beginning at the age where the participant qualifies for an unreduced life annuity benefit. In addition, Ms. Crager qualified for an additional annuity payment under the ESOP Pension Account (the “EPA”) to the extent such benefit can be paid under the qualified pension plan. The EPA was established in 2000 to restore a portion of the value lost by a broad group of employees who had purchased shares of Company stock and received Company contributions of additional shares which were intended to help fund the cost of their retiree health care coverage. The starting EPA balance was determined by multiplying the number of ESOP shares held by the participant by $47.75 which was the guaranteed value of the original ESOP convertible preferred shares. The EPA is credited with interest annually using the November 30-year Treasury bond rate. Interest is credited up to the date the participant commences regular pension benefits under the RIP. Participants in the RIP may retire as early as age 55 provided the participant is vested under the plan. Participants become vested after completing five years of continuous employment having worked at least 1,000 hours in each year. The normal retirement date is the first of the month nearest the participant’s 65th birthday. Except as noted below, there is a reduction for early retirement for salaried participants who retire between the ages of 55 and 65. An employee who retires from active employment can receive an unreduced pension benefit commencing on the date of retirement if the employee’s age (minimum age 55) and total service totals 90 points (the “Rule of 90”). The unreduced Rule of 90 benefit is limited to the employee’s pension amount accrued to February 28, 2006. Employees receive credit for post-March 1, 2006, age and service for Rule of 90 eligibility.

  191. Tax Deductibility of Compensation

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  192. Tax Deductibility of Compensation

    PENSION BENEFITS (CONTINUED) The normal form of benefit payment is a monthly annuity. Except for payments having a lump sum present value of $100,000 or less under the qualified plan, no involuntary lump sum payments are permitted. Various forms of annuity payments (including life, joint and survivor, period certain and level income options) are available under the pension plans. The annuity payments for these options are determined by actuarially adjusting the life annuity pension amount for the selected form of payment. The formula for the regular life annuity pension benefit for salaried employees under the RIP is based on the following factors:

  193. Tax Deductibility of Compensation

    | • | the participant’s Average Final Compensation (the “AFC”) which is the average of the three highest years of eligible compensation (base salary plus annual incentive) during the last ten years of employment ending with 2017; |

  194. Tax Deductibility of Compensation

    | • | the participant’s number of years of Total Service (credited years of employment with the Company) used to calculate the pension amount; and |

  195. Tax Deductibility of Compensation

    | • | the participant’s Adjusted Covered Compensation (the “ACC”), which is a percentage of the average Social Security tax base for the 35-year period ending with the year the participant will qualify for an unreduced Social Security pension benefit. |

  196. Tax Deductibility of Compensation

    The unreduced annual life annuity pension is the sum of the following four calculations, each of which may not be less than zero:

  197. Tax Deductibility of Compensation

    | 1. | AFC x 0.009 x Total Service to a maximum of 35 years; plus |

  198. Tax Deductibility of Compensation

    | 2. | (AFC – ACC) x 0.005 x Total Service to 35 years; plus |

  199. Tax Deductibility of Compensation

    | 3. | (AFC – 2 x ACC) x 0.0015 x Total Service to 35 years; plus |

  200. Tax Deductibility of Compensation

    | 4. | AFC x 0.012 x Total Service over 35 years. |

  201. Tax Deductibility of Compensation

    To the extent the participant is eligible for an EPA pension benefit that can be paid from the RIP, all the allowable portion of the calculated EPA annuity will be added to the regular pension amount. EPA annuity amounts that cannot be paid from the qualified plan are forfeited. Special provisions apply if the qualified pension plan is terminated within five years following an Extraordinary Event, as this term is defined in the RIP. Upon the occurrence of such an event, plan liabilities would first be satisfied, and then remaining plan assets would be applied to increase retirement income to employees. The amount of the increase is based on the assumption that the employee would have continued employment with Armstrong until retirement. Ms. Crager would be entitled to this benefit under these circumstances. The assumptions used to calculate the actuarial present values shown in the table above are as follows:

  202. Tax Deductibility of Compensation

    | • | Discount rated used to value benefit obligations equals 5.55%; |

  203. Tax Deductibility of Compensation

    | • | PRI2012 Projected from 2012 with MP2021; |

  204. Tax Deductibility of Compensation

    | • | EPA interest rate of 4.66%; |

  205. Tax Deductibility of Compensation

    | • | 1994 GAR (RR2001-62) Mortality Table for EPA annuity conversion; and |

  206. Tax Deductibility of Compensation

    | • | Retirement at age 65 or Rule of 90 eligibility, as specified. |

  207. Tax Deductibility of Compensation

    | 62 | AWI 2025 Proxy Statement |

  208. Tax Deductibility of Compensation

    NONQUALIFIED DEFERRED COMPENSATION The table below shows the executive and company contributions, earnings and account balances for each NEO who participates in the NQDCP.

  209. Tax Deductibility of Compensation

    | Name | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($)(2) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2024 ($) | | Victor D. Grizzle | 146,905 | 116,428 | 176,794 | — | 2,471,759 | | Mark A. Hershey | 55,677 | 41,758 | 182,794 | — | 1,455,724 | | Christopher P. Calzaretta | 24,668 | 20,558 | 2,683 | — | 47,909 | | Austin K. So | 119,713 | 28,731 | 50,986 | — | 351,618 | | Jill A. Crager | 21,818 | 16,364 | 4,722 | — | 89,828 |

  210. Tax Deductibility of Compensation

    | (1) The amount in this column is also reported as either Salary or Non-Equity Incentive Plan Compensation in the SCT. |

  211. Tax Deductibility of Compensation

    | (2) The amount in this column is also reported in the All Other Compensation column of the SCT. |

  212. Tax Deductibility of Compensation

    The table below reflects NQDCP amounts reported in the aggregate balance at last fiscal year end that were previously reported as compensation to the NEO in the SCT for previous years.

  213. Tax Deductibility of Compensation

    | Name | Amount Previously Reported ($) | | Victor D. Grizzle | 1,585,649 | | Mark A. Hershey | 708,173 | | Christopher P. Calzaretta | — | | Austin K. So | 133,440 | | Jill A. Crager | — |

  214. Tax Deductibility of Compensation

    All salaried employees, including the NEOs, are eligible to participate in a 401(k) savings plan. We match 100% on the first 4% of employee contributions and 50% on the next 4% of employee contributions. The NQDCP was established to provide benefits similar to the 401(k) plan as it applies to eligible employees whose eligible earnings (base salary plus annual incentive) exceed 12.5 times the Internal Revenue Code 402(g) elective deferral limit in effect for the plan year. A participant may elect to defer up to 25% of eligible base salary earnings and up to 25% of eligible annual incentive earnings. The Company matching contribution will be the same as that provided under the 401(k) savings plan with the Company match. Participants may transfer account balances between any of the applicable plans’ available investment options. Under the NQDCP, participants become 100% vested in the Company match account after completing three years of continuous employment having worked at least 1,000 hours in each year. Under the NQDCP, except in the case of an unforeseeable emergency or having reached age 70, no in-service distributions are permitted. Participants can elect to receive plan benefits as a single lump sum or in 120 monthly installments commencing after the date of the participant’s termination of employment. All elections must comply with the Internal Revenue Code requirements. If the total account value is less than $10,000, the entire account balance will be paid as a single sum at the time of termination. In the event of a participant’s death, any remaining payments shall be paid to the participant’s designated beneficiary or estate. Under the NQDCP, the Company reserves the right to cause the participant to forfeit or require repayment of the Company match benefits where the participant is discharged for willful, deliberate, or gross misconduct or where the participant has engaged in conduct that is injurious to the Company.

  215. Tax Deductibility of Compensation

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  216. Tax Deductibility of Compensation

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The tables below summarize the estimated value of the potential payments and benefits under the Company’s plans and arrangements to which each NEO would be entitled upon termination of employment under the circumstances indicated. Except for the continuation of health and welfare benefits and outplacement support, amounts would be paid as a lump sum at termination. The amounts shown assume that such termination was effective December 31, 2024. The “Change in Control” column assumes that there is no limitation on payments under the “best net” provision in each CIC agreement relating to tax under Section 4999 of the Internal Revenue Code. Amounts in the “Change in Control” column are “double trigger” payments and are therefore applicable only in the event both a CIC event and either an involuntary (without cause) termination or a termination for Good Reason under the CIC agreement occur. The PSUs are valued at target using the December 31, 2024 stock price for purposes of the tables below.

  217. Change in Control 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 Other NEOs (4) | TSR (5) | Peer Group TSR (6) | Net Income (loss) $ in millions (7) | Company Selected Measure: Adjusted EBITDA $ in millions (8) | | 2024 | 9,154,261 | 30,772,840 | 1,570,660 | 3,341,132 | 158.27 | 174.59 | 264.9 | 486 | | 2023 | 13,541,716 | 19,471,327 | 1,445,754 | 1,829,459 | 109.42 | 164.38 | 223.8 | 430 | | 2022 | 6,274,658 | (9,191,709) | 1,519,954 | 342,164 | 75.18 | 113.91 | 202.9 | 385 | | 2021 | 6,830,772 | 19,752,199 | 1,497,830 | 2,878,943 | 126.07 | 169.02 | 183.2 | 372 | | 2020 | 5,073,042 | (7,730,792) | 1,207,543 | (387,858) | 80.05 | 121.54 | (99.1) | 330 |

  218. Change in Control 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 2022, 2023, and 2024. |

  219. Change in Control Arrangements – Key Terms

    | (4) Average “compensation actually paid” for our non-CEO NEOs in each of 2024, 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 2022, 2023 and 2024. |