Armstrong World Industries Inc

This management proposal requests shareholder approval of the 2026 Directors Stock Unit Plan, a successor director equity compensation plan that would replace the 2016 Directors Stock Unit Plan and become effective July 1, 2026 if approved. Management seeks shareholder approval principally to satisfy NYSE listing requirements and to preserve the company’s ability to grant equity-based compensation to nonemployee directors, with a proposed reserve of 250,000 shares (approximately 0.58% of diluted shares outstanding). The plan is structured to continue the company’s director compensation program—combining equity and cash retainers—to attract, motivate and retain qualified nonemployee directors and to align directors’ financial interests with those of shareholders. The plan contains an aggregate cap, an individual annual grant value/limit tied to a $750,000 combined value limit (including director cash fees), vesting that generally occurs at the next annual meeting (or upon death, disability or change-in-control), and administration by the Board or the Governance Committee. Management explains the share determination logic and estimates the reserve would support awards for roughly a decade under current practices, but notes actual usage could vary. Other plan features include standard anti-dilution adjustments, dividend equivalents, deferral mechanics consistent with Section 409A, and clawback and holding requirements tied to governance policies. The Board’s favorable recommendation emphasizes governance oversight by the Governance Committee and the need to maintain continuity in director compensation practices consistent with market norms. Key risks for shareholders are dilution (though limited) and the discretion afforded to the Committee on grant sizes and adjustments; key benefits are continued director alignment with shareholder outcomes and meeting NYSE requirements that would otherwise restrict equity grants. Given the limited dilution and the role of equity in aligning nonemployee directors with shareholders, the Board recommends a FOR vote, and the Governance Committee remains the delegated administrator to oversee grant terms and adherence to applicable governance and tax rules.

This management proposal requests a non-binding, advisory vote to approve the compensation paid to named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables. The vote does not change pay but serves as a gauge of shareholder support; the Board and Compensation Committee state they will review results and consider them in future decisions. Management argues the program aligns pay with performance by putting a substantial portion of pay “at risk,” using multiple metrics (Absolute TSR, adjusted FCF, Mineral Fiber Volume for PSUs; revenue and adjusted EBITDA for annual incentives), and combining time-based and performance-based equity to promote retention and long-term value creation. The Compensation Committee highlights governance features including independent committee oversight, third-party consultant advice, shareholder engagement historically, recoupment (clawback) provisions, stock ownership guidelines, and limits on maximum payouts. The company reports past shareholder engagement and cites an 84% prior say-on-pay approval as evidence of support, while noting the current program’s targeted market positioning and use of rigorous performance targets. Key considerations for investors are the program’s strong alignment to shareholder returns and cash flow, the meaningful upside and downside tied to achievement of challenging goals, and potential dilution and payout quantum when targets are met or exceeded. Because the proposal is advisory, critics may point to the non-binding nature and to discretion retained by the Compensation Committee over plan design and discretion in individual adjustments; proponents will value the disclosed mechanisms linking pay to multi-year performance. The Board recommends a FOR vote based on its assessment that the program drives long-term shareholder value and attracts and retains necessary executive talent.