Board Committees

The Board of Directors has four permanent committees that meet several times a year:  an Audit Committee, a Management Development & Compensation Committee, a Finance Committee, and a Nominating, Governance and Social Responsibility Committee. Each committee has a charter, and all committee members meet the relevant independence standards prescribed by the Securities Exchange Commission and the New York Stock Exchange. The committee members also meet more stringent standards in Articles II and III of Armstrong’s Corporate Governance Principles (PDF). The committees receive their authority and assignments from the Board and report directly to the Board.

Management regularly provides updates, at least annually and as frequently as quarterly, to the Board of Directors and/or its Committees regarding ongoing initiatives and significant developments relating to Corporate Governance; Compliance; Environmental, Health and Safety and Labor matters.

Stakeholder engagement initiatives, including shareholder outreach efforts, are coordinated at least annually by senior management of the Company reporting directly to the Chief Executive Officer and under the oversight of the Board of Directors and/or its Committees.

Learn more about the functions of each committee below and view the committee charters found in the resources box.

The members of the Audit Committee are Barbara L. Loughran (Chair), Richard D. Holder, Wayne R. Shurts and and Roy W. Templin. Under its charter, the Audit Committee:

• oversees (i) auditing and accounting matters, including the selection, supervision and compensation of the Company’s independent registered public accounting firm and other independent auditors, (ii) the scope of the annual audits, non-audit services performed by the Company’s independent registered public accounting firm, and (iii) the Company’s accounting practices and internal accounting controls;
• has sole authority to engage, retain and dismiss the independent registered public accounting firm;
• 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;
• 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;
• considers risks associated with overall financial reporting, legal compliance and disclosure processes; and
• supervises and reviews the effectiveness of the Company’s internal audit and compliance functions, and compliance by the Company with applicable legal and regulatory requirements.

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 leaders of the Company’s compliance function, and with management.

The members of the Finance Committee are Roy W. Templin (Chair), Richard D. Holder, Barbara L. Loughran, and James C. Melville, Under its charter, the Finance Committee:

• assists the Board in its oversight of the financial management of the Company, including material and strategic financial matters;
• reviews the Company’s capital structure, including with respect to its debt and equity securities, financing arrangements and credit facilities;
• reviews and considers the Company’s capital expenditures, dividend policy and other forms of distributions on the Company’s stock, and planning strategies; 
• reviews financial terms of certain proposed mergers, acquisitions, divestitures, strategic investments and joint ventures.

The members of the Compensation Committee are Wayne R. Shurts (Chair), James C. Melville, William H. Osborne, and Cherryl T. Thomas. Under its charter, the Compensation Committee:

• oversees the design of our executive compensation and benefit programs and employment practices;
• administers and makes recommendations regarding our incentive and equity compensation plans;
• reviews and approves corporate goals and individual objectives relevant to the compensation of the CEO and evaluates the CEO’s performance relative to those goals and objectives, and recommends CEO compensation to the independent directors based on the evaluation;
• oversees the evaluation of the other executive officers and establishes their compensation levels in collaboration with the CEO;
• reviews incentive compensation to confirm that such compensation does not encourage unnecessary risk-taking;
• monitors senior management succession planning.

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:

• monitors the independence of nonemployee directors;
• reviews and evaluates director candidates and makes recommendations to the Board concerning nominees for election as Board members;
• assists our Board in defining and assessing criteria and qualifications for the selection of candidates to serve on the Board;
• recommends directors for appointment to Board committees;
• makes recommendations to the Board regarding corporate governance matters;
• reviews and makes recommendations to the Board regarding the compensation of nonemployee directors;
• oversees the Company’s sustainability and corporate social responsibility programs, including reviewing and assessing related strategies, structures, policies, practices and performance;
• oversees the Company’s director education and orientation programs; and
• coordinates an annual self-evaluation of the performance of the Board and each committee through assistance from an independent, third party advisor.

Contact the Nominating, Governance and Social Responsibility Committee
Please choose one of the options below to report concerns or ask questions about Armstrong’s corporate governance, Corporate Governance Principles (PDF), Board independence and other qualifications, or to recommend an individual for service on the Board of Directors. Your message will be forwarded to the Nominating, Governance and Social Responsibility Committee.

Email: CorpGovernance@armstrongceilings.com

Write to:
Armstrong World Industries Nominating, Governance and Social Responsibility Committee
c/o Armstrong Corporate Secretary
P. O. Box 3001
Lancaster, PA  17604

Recommend a Board Candidate
To recommend an individual for service on the Board of Directors, email or send a letter (see contact info above) with the following information:

• full name, address, education and professional experience of the individual and why you believe this person will be a good director.
• consent of the individual to be considered and to serve if elected
• the individual’s assessment of their independence and qualifications under SEC, NYSE, and Articles II and III of Armstrong's Corporate Governance Principles (PDF)
• number of shares of Armstrong stock held by the individual and by the persons supporting the recommendation

You may be contacted for further information to help the Committee evaluate the candidate.

Although all recommendations will be considered, you are encouraged to submit recommended candidates by July in order to allow them the fullest consideration for election at the next annual meeting. From time to time, vacancies arise during the year, however, and shareholder recommendations timely to those situations will be considered.