SEC Form DEF 14A filed by Armstrong World Industries Inc

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING

TO BE HELD ON JUNE 12, 2025:

The Notice of Annual Meeting, this Proxy Statement and

the Company’s 2024 Annual Report are available at www.proxyvote.com.

TABLE OF CONTENTS

ITEM 1 – ELECTION OF DIRECTORS

At the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), which was held on June 13, 2024, our shareholders reelected Victor D. Grizzle, Barbara L. Loughran, Richard D. Holder, William H. Osborne, Wayne R. Shurts, Roy W. Templin and Cherryl T. Thomas to the Board. Effective immediately upon his reelection as a director at the 2024 Annual Meeting, Mr. Templin was reelected as Chair of the Board. Current Board member Cherryl T. Thomas, who joined the Board in 2016, will be ending her Board service effective as of the conclusion of the Annual Meeting. During her time on the Board, Ms. Thomas served on several committees of the Board and made valuable contributions to shaping the Company’s strategic priorities that have led to value creation for shareholders. The Board thanks her for her service. Effective as of the conclusion of the Annual Meeting, the size of the Board will remain at seven members as Kathleen E. Pitre has been nominated for the first time as a director.

On the recommendation of the Nominating, Governance and Social Responsibility Committee

(“Governance Committee”), our Board has nominated the seven persons listed below for election at the Annual Meeting. All nominees except for Kathleen E. Pitre are current directors of the Company. Ms. Pitre was identified and recommended to the Governance Committee by a third-party search firm retained by the Governance Committee to identify qualified potential director candidates. Ms. Pitre will join the Board subject to her election as a director at the Annual Meeting. Mr. Templin will continue as Chair of the Board subject to his reelection as a director at the Annual Meeting.

All nominees, with the exception of our President and Chief Executive Officer (“CEO”), Victor D. Grizzle, have been determined by the Board to be independent under the guidelines of the listing standards of the New York Stock Exchange (“NYSE”) and our Corporate Governance Principles. Each nominee’s term would, if elected, run from the date of such nominee’s election until the election at our next annual meeting of shareholders and qualification of such individual’s

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED)

successor, or until earlier disqualification, resignation, removal, death or incapacity. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected.

The Governance Committee believes that aligning director qualifications, experience and skill sets with our business, strategy, risks and opportunities in addition to the functional responsibilities of the Board is necessary to maintaining a Board of Directors that remains capable of effectively performing its oversight and decision-making responsibilities on behalf of the Company and its shareholders in a dynamic environment. As part of its annual Board evaluation process, the Governance Committee solicits the view of the entire Board regarding Board composition, skills and leadership abilities and factors the responses received into its Board succession planning and refreshment processes. This evaluation will generally involve assessment at multiple levels, including individual director performance, the functioning of the Board’s standing committees and the operation of the Board as a collective whole. As needed, an outside advisor may be retained to assist the Board as part of its annual evaluation process.

Coordinated by the Chair of the Governance Committee, an outside advisor was retained to assist the Board in conducting its annual evaluation process in 2024. The evaluation process included both a confidential peer review of individual directors and a confidential evaluation of individual directors by members of senior management. The Board discussed and evaluated the output of this confidential evaluation process and used it to inform the Board’s refreshment and succession planning processes.

Our Board does not have term limits or a mandatory retirement age. The Board believes that instituting fixed limits on the tenure of directors could deprive the Company of important experience and knowledge. While Board refreshment is an important consideration in the assessment of the

Board’s composition, the Board believes that the interests of the Company are best served by being able to take advantage of all available talent, and that the Board should not make determinations with regard to its membership solely on the basis of age and tenure.

Performance concerns or changes in the skill sets or experience appropriate to meet the needs of the Company, the Board and its committees are addressed directly through the Board’s evaluation, succession planning and refreshment processes.

Our Board believes that a board of directors composed of individuals with diverse attributes and backgrounds enhances the quality of our Board’s deliberations and decisions. Our Board has an expansive view of diversity, going beyond the traditional concepts of race, gender and national origin, and we seek to ensure that our Board is composed of directors with diverse viewpoints, educational backgrounds and professional experience and expertise. Our Board recognizes that this diversity, coupled with strong personal and professional ethics, integrity and values, results in a board of directors that is well-qualified to guide the Company with good business judgment.

The Governance Committee expects each of the Company’s directors to have proven leadership qualities, sound judgment, integrity and a commitment to the success of the Company. In evaluating director candidates and considering incumbent directors for nomination to the Board, the Governance Committee evaluates a variety of factors. These include each nominee’s independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company. For incumbent directors, the factors also include past performance on our Board and contributions to their respective committees. Our Board is also particularly interested in maintaining a mix of skills and qualifications that include the following:

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED)

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

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED)

				VICTOR D. GRIZZLE   Director since: 2016 Age: 63

Mr. Grizzle was appointed as our President and Chief Executive Officer in March 2016. Previously, Mr. Grizzle served as Executive Vice President and Chief Executive Officer of Armstrong Building Products, a business unit of Armstrong, since January 2011. Prior to joining Armstrong, Mr. Grizzle served as Group President of Global Engineered Support Structures Coatings & Tubing and President of International Division for Omaha at Valmont Industries, Inc., an infrastructure and agricultural equipment manufacturer, since January 2006. Prior to Valmont, he served as President of the Commercial Power Division of EaglePicher Corporation, a manufacturing and resource extractive company. Before that, Mr. Grizzle spent 16 years at General Electric Corporation, where he served as an American business leader for General Electric’s Silicones Division. Mr. Grizzle also serves on the board of directors of Franklin Electric, a global leader in the production and marketing of systems and components for water and automotive fuels. As President and Chief Executive Officer of AWI, Mr. Grizzle provides our Board with significant insight regarding our operations, strategic planning and operational design. In addition, Mr. Grizzle brings to our Board broad leadership and business expertise, as well as comprehensive experience in global operations and manufacturing matters.

				RICHARD D. HOLDER   Director since: 2022 Age: 62   Independent

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.

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED)

				BARBARA L. LOUGHRAN Director since: 2019 Age: 61   Independent

Ms. Loughran served as a partner with PricewaterhouseCoopers LLP (PwC) from 1998 until her retirement in June 2018. Ms. Loughran has held various positions at PwC, including serving in its National Office from 2016 to 2018 and from 2000 to 2003, as Industrial Products Business Unit Leader of PwC’s New York Metro market from 2013 to 2015, and as Retail & Consumer Business Development Leader of PwC’s New York Metro market from 2010 to 2012. As a client service partner, Ms. Loughran led the global relationship and audit of numerous large, publicly-traded companies across a broad range of industries, and led the National Office effort on leveraging new and innovative technologies. Ms. Loughran also serves on the board of directors of 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.

				WILLIAM H. OSBORNE Director since: 2022 Age: 65   Independent

Mr. Osborne served as Senior Vice President of Total Quality and Operations for Boeing Defense, Space & Security, one of The Boeing Company’s three business units from May 2020 until October 2022. He was part of Boeing’s Executive Council and became the chair of Boeing’s Manufacturing Operations Council. Boeing is the world’s largest aerospace company and leading manufacturer of commercial jetliners and defense systems. In his role, Mr. Osborne maintained oversight for Environment, Health & Safety and was responsible for Boeing’s factory operations. Previously, he was Boeing’s Senior Vice President, Enterprise Operations from May 2018 until April 2020. Before joining 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.

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED)

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

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.

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

Mr. Shurts served as the Executive Vice President and Chief Technology Officer at Sysco Corporation, a publicly-traded global leader in food service distribution, from 2012 until February 2019. Prior to this, Mr. Shurts served as Executive Vice President and Chief Information Officer at SUPERVALU, a publicly traded U.S. grocery retailer and wholesaler, from 2010 to 2012, and Chief Information Officer at Cadbury PLC, a British multinational confectionary company, from 2008 to 2010. Prior to this, Mr. Shurts has held various roles at Nabisco, including in finance, sales, supply chain, marketing, and technology. Mr. Shurts served on the board of directors of Con-Way Incorporated in 2015 until its acquisition by XPO Logistics Inc., where he served as a technology expert and a member of its Audit Committee and Nominating and Governance Committee. Mr. Shurts also serves on the board of directors of Stater Bros. Markets, a privately held grocery retailer, where he serves on the audit committee. Mr. Shurts brings to our Board extensive technology experience as a former Chief Information Officer, and in applying technology to improve and successfully transform business processes.

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED)

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

Mr. Templin served as Chair of the Board of Directors of Con-Way Incorporated, a multinational freight transportation and logistics company, from January 2014 until its acquisition by XPO Logistics Inc. in 2015. He previously served as Executive Vice President and Chief Financial Officer of Whirlpool Corporation, a multinational manufacturer and marketer of home appliances, from 2004 to 2012, and as Vice President and Controller of Whirlpool Corporation from 2003 to 2004. Prior, he served as Vice President, Finance and Chief Accounting Officer of Kimball International, Inc. He also previously served on the Board of Trustees of the 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.

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED)

ITEM 1 – ELECTION OF DIRECTORS (CONTINUED)

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE PRINCIPLES AND OTHER CORPORATE GOVERNANCE DOCUMENTS

Our Corporate Governance Principles include guidelines regarding the responsibilities, duties, service and qualifications of our Board, the determination of a director’s independence and any conflict of interests, Board access to management and independent advisors, director compensation and stock ownership requirements, Board committees and other matters relating to corporate governance. Our Corporate Governance Principles are available on our website under “Investors” – “Governance” – “Governance Documents” or at https://investors.armstrongworldindustries.com/governance/
governance-documents/default.aspx. Also available on our website under “Investors” – “Governance” – “Governance Documents” are the charters of the Audit Committee, the Finance Committee, the Management Development and Compensation Committee (“Compensation Committee”), and the Governance Committee of the Board, along with the Armstrong Code of Business Conduct and the Armstrong Code of Ethics for Financial Professionals. Our website is not part of this proxy statement and references to our website address in this proxy statement are intended to be inactive textual references only.

DIRECTOR INDEPENDENCE

It is the policy of the Company that our Board consist of a majority of directors who are not employees and are independent under all applicable legal and regulatory requirements, including the independence requirements of the NYSE and the SEC. For purposes of evaluating the independence of directors, in accordance with our Corporate Governance Principles, our Board will consider all relevant facts and circumstances from the standpoint of the director, and also from that of persons or organizations with which the director has affiliations. Consistent with our Corporate Governance Principles, to be considered “independent,” a director must meet qualifications established by the Governance Committee to assist in the determination, which qualifications either meet or exceed the independence requirements of the NYSE and the SEC. Each of our standing Board committees must be composed entirely of independent directors and comply with all applicable rules and requirements of the NYSE and the SEC.

Our Board has determined that all of our director nominees, with the exception of Mr. Grizzle, our President and CEO, are independent under NYSE listing standards and our Corporate Governance Principles. In addition, our Board has further determined that each of the members of the Audit Committee, the Compensation Committee, the Finance Committee and the Governance Committee are independent within the meaning of the NYSE listing standards, any applicable minimum standards required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and enhanced standards required for membership on such committees by our Bylaws, namely that directors serving on such committees meet the independence criteria under both NYSE rules and Rule 10A-3(b)(1) under the Exchange Act.

BOARD’S ROLE IN RISK MANAGEMENT OVERSIGHT

Our Board oversees the Company’s management processes for assessing and managing risk, both as a full Board and through its committees, which meet regularly and report to the full Board. Management is charged with managing risk through robust internal policies and controls.

Enterprise Risk Management  The Company actively maintains an enterprise risk management program. Risk management is an integral part of the Company’s culture. Management’s role is to identify, mitigate, guide and review the efforts of our business units, consider whether the residual risks are acceptable, and approve plans to deal with serious risks. Our Board’s role in risk management is to review the performance and functioning of the Company’s overall risk management efforts and management’s establishment of appropriate systems for managing risk. Specifically, our Board reviews our:

CORPORATE GOVERNANCE (CONTINUED)

Pursuant to its charter, the Audit Committee has primary oversight responsibility with respect to the design of our enterprise risk management program, including for periodically reviewing the process, methodology, and tools used by management to identify, evaluate, organize, assess and mitigate significant risks.

Management regularly provides input and feedback on business segment risks during periodic business reviews and annual strategic planning discussions. Senior management regularly meets with designated individuals responsible for mitigating risks to review and assess risk mitigation and control measures. In addition, senior management regularly reevaluates the appropriateness of risk assessments and priorities. This process includes identifying risks that could prevent achievement of business goals and strategic plans. Our internal audit team uses the resulting information as a basis for developing its annual internal audit plan.

Cybersecurity Risk Our Board has responsibility for oversight of management’s cybersecurity risk program and receives regular updates from our Chief Information Officer. The updates, provided on a semi-annual basis, cover a range of topics, including the performance of our cybersecurity program against established goals and external standards, insights into the evolving cybersecurity landscape, current events and recent cybersecurity threats, and progress in enhancing the Company’s cybersecurity posture. Pursuant to its charter, the Audit Committee is responsible for reviewing management’s cybersecurity incident reporting process, methodology and tools. In addition, the Audit Committee is responsible for reviewing management’s materiality assessments of cybersecurity incidents identified as significant by management. Additional information about the Company’s cybersecurity risk program is available in Item 1C of the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2025.

Responsibilities of our Board and its Committees  In addition to audit and assurance reports provided by our internal audit team, our Board periodically reviews summary reports from senior management that assess the strategic,

operational, infrastructure and external risks facing the Company. These reports generally utilize our Enterprise Risk Management framework to identify the likelihood and impact of such risks and identify appropriate mitigation strategies and efforts. Each Board committee, consistent with its charter, reviews and evaluates risks associated with their respective areas of oversight responsibility, reports on those oversight activities to our Board, and assists our Board in its ongoing monitoring and review of those risks, including as described in “BOARD MEETINGS AND COMMITTEES” below.

BOARD OVERSIGHT OVER SUSTAINABILITY MATTERS

Pursuant to its charter, our Governance Committee is responsible for oversight of our corporate social responsibility program and practices, including its priorities, objectives, strategy and performance, and periodic sustainability reporting and disclosures. The Governance Committee receives updates from management on our sustainability program at least quarterly. Other Board committees assist the Governance Committee in fulfilling this responsibility by overseeing related risks in their areas of responsibility, including:

BOARD’S ROLE IN STRATEGIC PLANNING

Our Board oversees and advises on the Company’s overall strategy and annually reviews the strategic priorities and initiatives of each business segment. In evaluating significant investments or capital allocation decisions, the Board generally considers the Company’s strategic plan and the potential impact on long-term shareholder value creation.

BOARD’S ROLE IN SUCCESSION PLANNING

Our Board oversees talent management and actively engages in succession planning. Our Board reviews the Company’s “Organization Vitality” initiatives in support of its business strategy at least annually. This review includes a detailed discussion of the Company’s leadership bench and succession plans with a focus on key positions at the senior

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officer level, including CEO, and incorporates the CEO’s evaluation of potential internal CEO successors. During 2024, our Board, CEO and the Compensation Committee met in furtherance of these initiatives. The independent members of the Board also met privately in executive session during 2024 to evaluate CEO succession planning.

The Governance Committee periodically reviews the Company’s emergency CEO succession plan, while the Board continually evaluates regular CEO succession plans. The Board engages with potential successors to the CEO through Board and committee presentations and informal events at which the experiences, skills, competencies and leadership abilities of potential CEO successors can be assessed. In addition, the Board uses outside advisors as necessary to augment its evaluation of the Company’s leadership bench and to identify and assess external candidates, as necessary.

Furthermore, Board committees discuss, as needed, the talent pipeline for specific critical roles. High potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, our Compensation Committee and our Board are regularly updated on key talent indicators for the overall workforce, including diversity, recruiting and development programs.

BOARD LEADERSHIP STRUCTURE

Our Bylaws and Corporate Governance Principles provide our Board with the flexibility to determine what leadership structure works best for us, including whether the same individual should serve as both Chair of the Board and CEO. Since 2010, our Board has determined to split the positions of Chair of the Board and CEO. The split of these positions allows Mr. Grizzle, our President and CEO, to focus on managing the business, while Mr. Templin, as Chair of the Board, oversees our Board’s functions. Our Board will continue to evaluate its leadership and governance structure within the context of the specific needs of the business, current Board composition, and the best interests of the Company and our shareholders.

Responsibilities of the Chair of the Board include recruiting new Board members, overseeing the evaluation and compensation of the CEO, ensuring an appropriate succession plan, overseeing independent evaluation of risk, coordinating Board meeting schedules and agenda, chairing and

leading the discussions at the Board meetings, and assisting with the annual performance evaluations of the Board, its committees and its individual members coordinated by the Governance Committee. The Chair ensures that information provided by management to the Board is sufficient for the Board to fulfill its duties and communicates with other directors on key issues and concerns outside regularly scheduled meetings. The Chair is also responsible to ensure the effective functioning of Board committees through appropriate delegation to, and membership of, the committees. Finally, the Chair of the Board facilitates the independent oversight required by our Bylaws and Corporate Governance Principles, including by ensuring that the Board meets at regularly scheduled executive sessions, outside the presence of management. Our Chair presides at these sessions. In addition, each of the Board’s four standing committees regularly meet at similar executive sessions, at which the respective committee chairs preside.

BOARD EDUCATION

The Governance Committee oversees the Company’s director education and orientation programs. Director education ordinarily occurs in conjunction with regularly scheduled Board meetings and seeks to address topics important to enhancing the Board’s knowledge of the Company, the industry in which we operate, key regulatory and market developments and emerging areas of opportunity and risk. Director education programming is presented by a mixture of internal and external subject matter experts, as appropriate. Directors are also encouraged to pursue individual educational opportunities throughout the year, for which the Company reimburses reasonable costs.

COMMUNICATION WITH THE BOARD

Any person who wishes to communicate with the Board, nonemployee directors as a group, or individual directors, including the Chair of the Board, may direct a written communication to the attention of the Corporate Secretary at the Company’s corporate offices at 2500 Columbia Avenue, Lancaster, Pennsylvania 17603. The Corporate Secretary will forward these communications to the intended recipient director(s), as appropriate, depending on the facts and circumstances outlined in the communication. Any person may also send general messages to directors by email to [email protected]. An individual

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wishing to send an email message to the Governance Committee, including a recommendation regarding a prospective director, may send the message to [email protected]. The Corporate Secretary will forward these messages, as appropriate.

SHAREHOLDER OUTREACH

The Company’s relationships with its shareholders and other stakeholders are a critical part of our corporate governance profile, and the Board recognizes the value of taking their views into account. Among other things, this engagement helps the Board and management understand the larger context and impact of the Company’s operations, learn about expectations for our performance, assess emerging issues that may affect our business or other aspects of our operations, and shape policy.

We maintain a formal shareholder outreach program to obtain investor perspectives on key topics of interest, such as corporate governance, executive compensation, social responsibility,

sustainability and other matters. On an annual basis, we intend to continue to solicit feedback from institutional investors, including asset managers, pension funds and other investors.

Shareholder communications and inquiries are shared with Company management, and with the Chair of the Board and the Board committees, as appropriate. In 2024, members of Company management, along with the Board Chair and the Chair of the Compensation Committee, proactively engaged with our shareholders before the Company’s June 2024 Annual Shareholders’ Meeting to better understand shareholder views regarding the proposals included in the Company’s proxy statement (the “2024 Spring Engagement”). In addition, members of Company management engaged in our annual offseason shareholder outreach program (“2024 Fall Engagement”) with an expanded number of investors. For further information regarding our 2024 Spring Engagement and 2024 Fall Engagement, including metrics, key themes, and our responses to shareholder feedback received during those discussions, please see pages 34-36 of this proxy statement.

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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:

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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:

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:

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:

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Other Committees In addition to the four standing committees described above, members of the Board may meet on an ad hoc basis to discuss, review and, as appropriate, approve matters through other committees established by the Board. These ad hoc committees report to the Board and may review subjects such as environmental matters, succession planning and crisis response.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee has ever been an officer or employee of the Company or its subsidiaries, or had any relationship with the Company that requires disclosure under applicable SEC regulations.

REVIEW OF RELATED PERSON TRANSACTIONS

We have written policies pertaining to related person transactions. Any related person transaction that may arise is required to be reviewed and approved by the Governance Committee, who must have no connection with the transaction.

Related person transactions would include transactions by the Company or any subsidiary with any director, director nominee, executive officer, shareholders owning more than 5% of the Company’s outstanding common shares, per share par value $0.01 (“Common Stock”), or immediate family member of any of the foregoing, and transactions with businesses affiliated with any director or director nominee that meet the specifications in Item 404.

The Chair of the Governance Committee has authority to approve transactions involving sums less than the disclosure threshold set in Item 404. The material details of any such matters are required to be disclosed to the Governance Committee at its next regular meeting.

There have been no related person transactions since January 1, 2024, nor are any currently proposed, that meet the requirements for disclosure in this proxy statement.

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

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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.

SHAREHOLDER-RECOMMENDED DIRECTOR CANDIDATES

The Governance Committee will consider director candidates nominated by shareholders. The Governance Committee considers all potential candidates in the same manner and by the same standards regardless of the source of the recommendation.

The procedures for recommending candidates are posted at https://investors.armstrongworldindustries.com/governance/
contact-the-board/default.aspx. Shareholders who wish to suggest individuals for service on the Board are requested to review Article II, Section 4 of our Bylaws and supply the information required in (a) through (l) of that Section in a written request to the Corporate Secretary at the Company’s corporate offices at 2500 Columbia Avenue, Lancaster, Pennsylvania 17603.

When evaluating the candidacy of nominees proposed by shareholders, the Governance Committee may request additional information as it may consider reasonable to determine the proposed nominee’s qualifications to serve as a member of the Board.

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SUSTAINABILITY

Sustainability is an important part of our approach to doing business. We aim to continually improve the environmental sustainability of our products and operating processes, promote and maintain a diverse and inclusive workforce through our merit-based hiring processes and provide meaningful support for our communities.

Our sustainability program is organized around three functional “pillars”: Healthy and Circular Products, Healthy Planet, and Thriving People and Communities. Our sustainability program includes specific 2030 goals and key performance targets for each pillar.

Our program pillars are focused on these key priorities and objectives:

Healthy and Circular Products We intend to create products and solutions from healthy, sustainably sourced materials by eliminating chemicals of concern through sustainable supply chains. We aim to design our products to be recycled, reused or repurposed and drive circularity in our operations, with customers, and throughout our value chain. We aim to make a positive contribution to spaces and the environment by decreasing our products’ water intensity and carbon footprint, and continuing to invest in solutions that meet customer demand for building products that align with their sustainability goals.

Healthy Planet We intend to reduce our greenhouse gas emissions and increase our reliance on renewable energy using climate science-based targets that include, among other things, a reduction of total Scope 1 and Scope 2 greenhouse gas (GHG) emissions by 30% from the 2019 baseline, which is in accordance with the Science Based Target initiative (“SBTi”), targeting a well below 2°C scenario. We aim to be stewards of natural resources with our water management practices and efforts reducing waste through innovative manufacturing processes.

Thriving People and Communities We intend to continue engaging in communities where we operate to contribute to the vibrant places to live and work by strengthening and supporting local programs and fostering impactful relationships. We value a diverse and inclusive culture and aim to continue to cultivate a culture at all our locations that leads to safe, healthy and fulfilled employees.

SUSTAINABILITY REPORT

In May 2024, we published our fourth Sustainability Report (“2024 Sustainability Report”), in which we discussed the progress made in 2023 towards our 2030 goals and targets for each of our pillars.

We prepared our 2024 Sustainability Report using the frameworks of the Sustainability Accounting Standards Board (SASB) Building Products & Furnishings standards, the Global Reporting Initiative (GRI), and the Task Force on Climate-Related Financial Disclosures (TCFD).

GOVERNANCE, CORPORATE LEADERSHIP AND MANAGEMENT

The Governance Committee has responsibility for overseeing our sustainability program and practices. The Audit Committee maintains responsibility for overseeing management’s processes for validating data prior to management issuing material public disclosures related to the Company’s sustainability program. Additional information regarding the Governance Committee’s oversight responsibilities and the involvement of other Committees of the Board can be found in the “BOARD OVERSIGHT OVER SUSTAINABILITY MATTERS” Section on page 11.

Our sustainability program is led by our Director of Sustainability and Government Relations, who reports to our Senior Vice President, General Counsel, Head of Government Relations & Chief Sustainability Officer. Our Director of Sustainability and Government Relations is responsible for designing and implementing action plans towards our enterprise-wide goals.

Our Sustainability Council, comprising senior leaders from various functions within the organization, is responsible for embedding and implementing our sustainability goals and initiatives throughout the organization.

In support of these goals and initiatives, cross-functional employee pillar teams – for each of the Healthy and Circular Products, Healthy Planet and Thriving People and Communities pillars – help assess our current state and develop action plans and interim targets to enable us to achieve those goals.

SUSTAINABILITY (CONTINUED)

THE ARMSTRONG WORLD INDUSTRIES FOUNDATION

We created the Armstrong World Industries Foundation as our philanthropic arm in 1985. The Foundation’s strategy is primarily focused on making a positive difference in the lives of people where they live, work, learn, heal and play, through awarding grants to qualified charitable organizations that meet at least two of the following criteria:

The Foundation also provides support to: (a) current and future employees and retirees through gift matching programs, hardship support, and emergency/disaster relief support; (b) communities

in which we operate; and (c) the qualified charitable efforts of architects, designers, contractors and others in the building and construction community who are dedicated to elevating the importance of healthy and sustainable spaces for people’s lives.

MORE INFORMATION

More information about our sustainability program and practices, including the 2024 Sustainability Report, is available in the “Sustainability” section of our website at https://armstrongceilings.com. The 2024 Sustainability Report and other information available on our website are not part of, nor are they incorporated by reference into, this proxy statement and references to our website address in this proxy statement are intended to be inactive textual references only. Additionally, the sustainability data, statistics and metrics included herein, unless otherwise specifically indicated, are non-audited estimates, were not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), have not been externally assured, continue to evolve and may be based on assumptions believed to be reasonable at the time of preparation, but should not be considered guarantees.

MANAGEMENT

COMPENSATION OF DIRECTORS

In establishing compensation for our nonemployee directors, including the overall value of compensation and the mix of cash and equity, the Board analyzes competitive market data and any underlying director compensation trends generally, and compares our program to those of similarly sized companies in comparable industries. The Board is compensated through a combination of cash and equity annual retainers. Nonemployee directors receive more than half of their annual retainer in equity in order to align their compensation with the interests of shareholders. Directors do not receive meeting fees or perquisites. The Board believes that this level of compensation supports the Company’s

ability to attract directors with suitable backgrounds and experiences. A director who is an officer or employee of the Company or its subsidiaries is not compensated for service on the Board or on any Board committee.

On an annual basis, the Governance Committee evaluates the compensation program for nonemployee directors, which program includes the 2016 Directors Stock Unit Plan, as amended (the “2016 Directors Stock Unit Plan”). The evaluation may include an analysis of competitive market data and any underlying director compensation trends with assistance from an independent compensation consultant, as required.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS (CONTINUED)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS (CONTINUED)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND DIRECTORS (CONTINUED)

Stock Ownership Guidelines

In accordance with our Corporate Governance Principles, each nonemployee director must acquire as reasonably promptly as practicable following such director’s appointment as a director (taking into account, among other things, the applicable director’s individual financial and other circumstances and the then-current price of our securities) and then hold until the end of such director’s service, shares of Common Stock equal in value to three times the director’s annual cash retainer fee at the time such director joined the Board. Once the share ownership requirement is reached by a director, any later fluctuation in stock

price is disregarded and no additional stock acquisition is required by such director. This requirement is waived as to directors designated by shareholders who, while not holding shares individually, nevertheless have an equity interest in Common Stock of the Company by virtue of being a designee of the shareholder. All of the current directors have achieved this ownership requirement. For further details regarding stock ownership by nonemployee directors, see page 26 of this proxy statement. As an officer of the Company, Mr. Grizzle is not subject to the stock ownership guidelines for nonemployee directors but is subject to separate stock ownership guidelines for executives.

ITEM 2 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee selected KPMG LLP to audit our consolidated financial statements and our internal control over financial reporting for 2025. In accordance with past practice, this selection will be presented to the shareholders for ratification at the Annual Meeting; however, consistent with the requirements of the Sarbanes-Oxley Act of 2002, the Audit Committee has ultimate authority in respect of the selection of our independent

registered public accounting firm. The Audit Committee may reconsider its selection if the appointment is not ratified by the shareholders.

A representative of KPMG LLP will be in attendance at the Annual Meeting to respond to appropriate questions and will be afforded the opportunity to make a statement at the meeting, if he or she desires to do so.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP.

AUDIT COMMITTEE REPORT

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (CONTINUED)

ITEM 3 – ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

The Company is seeking your advisory vote on our executive compensation program. The Company asks that you support the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section and the accompanying tables contained in this proxy statement. Because your vote is advisory, it will not be binding on the Board or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation. This item, which is provided pursuant to Section 14A of the Exchange Act, is commonly referred to as a “say-on-pay” resolution.

The Company has in the past sought approval from shareholders regarding the incentive plans that we use to motivate, retain, and reward our executives. Those incentive plans, including the 2016 Long-Term Incentive Plan and the Equity and Cash Incentive Plan adopted in 2022, make up a majority of the pay that the Company provides to our executives. Over the years, the Company has made a number of changes to its disclosures concerning executive compensation, as well as to its executive compensation programs, in response to shareholder input, including a number of enhancements mentioned in this proxy statement.

We believe our executive compensation program has played a material role in our ability to drive

strong financial results and attract and retain a highly experienced, successful management team.

We further believe that our executive compensation program is structured appropriately to support our company and our business objectives.

Our Compensation Committee has developed and maintained a compensation program that: aligns executive interests with shareholders’ interests; links pay and performance by placing a significant portion of compensation “at risk” based on performance against pre-established goals; and provides a competitive level of compensation globally to enable access to high-quality executives in a competitive way.

As reflected in the total shareholder return components of our program, if the value we deliver to our shareholders increases, so does the compensation we deliver to our executives.

We maintain strong corporate governance over our executive pay programs. We closely monitor the compensation programs and pay levels of executives from companies of similar size and complexity, so that we may ensure that our compensation programs are within the norm of a range of market practices.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE COMPANY’S COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION AND THE ACCOMPANYING COMPENSATION TABLES CONTAINED IN THIS PROXY STATEMENT.

BOARD CHAIR AND COMPENSATION COMMITTEE CHAIR LETTER

SHAREHOLDER OUTREACH

SHAREHOLDER OUTREACH (CONTINUED)

SHAREHOLDER OUTREACH (CONTINUED)

COMPENSATION DISCUSSION AND ANALYSIS

Victor D. Grizzle President and CEO

Mark A. Hershey Senior Vice President and Chief Operating Officer

Christopher P. Calzaretta Senior Vice President and CFO

Austin K. So Senior Vice President, General Counsel, Head of Government Relations & Chief Sustainability Officer

Jill A. Crager, Senior Vice President, Sales and Digital Marketing

COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

Please also see our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 25, 2025.

2024 Compensation Plan Design

Our Compensation Committee reviews our compensation plans at least annually and, in 2024, determined to continue and maintain the Annual Incentive Plan and our Long-Term Incentive Program design established in recent years. Our plans are designed to work together to directly link compensation opportunities to meaningful achievements in Company strategy and performance and long term stock price performance.

COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

Our Executive Compensation Philosophy, Objectives, Elements and Characteristics

Compensation Philosophy and Objectives

Our long-term success and growth depend on highly capable leaders with appropriate experience and skills to deliver our strategy in a variable and challenging market environment. Our executive compensation program is designed to attract, motivate and retain those leaders. In developing and maintaining this program, our Compensation Committee focuses on the following key objectives:

COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

Our Compensation Committee is responsible for executive compensation program design and the decision-making process relative to NEOs specifically, and broadly, as these programs apply to other senior leaders and participating employees. The Compensation Committee solicits input from

the independent members of the Board, our CEO, other members of management and its independent compensation consultant to assist with its responsibilities. The following summarizes the roles of each of the key participants in the executive compensation decision-making process.

COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

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:

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.

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.

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”):

Consideration of 2023 Advisory Shareholder Vote on Executive Compensation

At our 2023 Annual Meeting, our shareholders expressed a preference that advisory votes on executive compensation occur every year. Accordingly, the Board is continuing the practice of an annual advisory vote on executive compensation until the next required vote on the frequency of shareholder votes on the compensation of executives. The next vote concerning the frequency of the advisory vote on executive compensation is scheduled to occur at the 2029 annual meeting of shareholders.

Our Board and Compensation Committee appreciate and value the views of our shareholders regarding our executive compensation program. Disclosures concerning our most recent advisory vote can be found on pages 34-36 along with our shareholder engagement.

The Compensation Committee recognizes executive pay practices and notions of sound governance principles continue to evolve. Please refer to “COMMUNICATION WITH THE BOARD” on pages 12-13 for further information about communication with the Compensation Committee or the Board.

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.

COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

Tally Sheets and Wealth Accumulation Analyses

The Compensation Committee uses tally sheets and wealth accumulation analyses when evaluating compensation-related decisions for each NEO.

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.

2024 COMPENSATION DESIGN AND OUTCOMES

Base Salary

In 2024, the Compensation Committee reviewed the base salaries of our NEOs. After consideration of individual performance and the competitiveness of each NEO’s base salary compared to the Competitive Market, the Compensation Committee increased base salaries for each of our NEOs except for Mr. Grizzle who did not receive a base salary increase. Pay increases were approved during the Compensation Committee meeting held in February 2024 and were effective April 1, 2024.

The table below represents each NEO’s annual base salary as of December 31, 2024 and 2023. This information differs from the Summary Compensation Table (“SCT”), which reflects the total base salary received for the year.

COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)

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.

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.

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.

COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)