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Armstrong World Industries Inc (AWI.N)

AWI.N on New York Stock Exchange

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18 Dec 2017
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Summary

Name Age Since Current Position

James O'Connor

80 2010 Independent Chairman of the Board

Victor Grizzle

55 2016 President, Chief Executive Officer, Director

Brian MacNeal

50 2016 Chief Financial Officer, Senior Vice President

Mark Hershey

47 2016 Senior Vice President, Chief Compliance Officer, General Counsel, Secretary

Ellen Romano

55 2013 Senior Vice President - Human Resources

Charles Chiappone

54 2016 Senior Vice President - Ceilings Solutions

David Cookson

59 2008 Senior Vice President - Americas

Stephen McNamara

50 2008 Vice President, Controller

Stanley Askren

56 2008 Independent Director

Tao Huang

54 2010 Independent Director

Larry McWilliams

61 2010 Independent Director

James Melville

65 2012 Independent Director

John Roberts

72 2006 Independent Director

Gregory Spivy

48 2014 Independent Director

Roy Templin

57 2016 Independent Director

Cherryl Thomas

70 2016 Independent Director

Kristy Olshan

2016 Director - Investor Relations

Biographies

Name Description

James O'Connor

Mr. James J. O'Connor is Independent Chairman of the Board of the Company. He is a retired chairman of the board of directors and chief executive officer of Unicom Corporation. Mr. O’Connor joined Commonwealth Edison Company in 1963, became president in 1977, a director in 1978 and chairman and chief executive officer in 1980. In 1994, Mr. O’Connor was also named chairman and chief executive officer of Unicom Corporation, which then became the parent company of Commonwealth Edison Company, from which he retired in 1998. Mr. O’Connor previously served on the boards of directors of the following companies: Trizec Properties, Inc. (2003 to 2006); Corning, Inc. (1984 to 2011); Smurfit – Stone Container Corporation (2000 to 2011); and United Continental Holdings, Inc. (1984 to 2012). Mr. O’Connor has a broad business background, having served in several chief and senior executive positions with large companies and on the boards of companies as diverse as a utility company, an industrial manufacturing company and an airline. Mr. O’Connor also offers our Board extensive knowledge and expertise in senior executive leadership, management, and corporate governance and board practices of other major corporations.

Victor Grizzle

Mr. Victor D. Grizzle is President, Chief Executive Officer, Director of the Company. He 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. As President and Chief Executive Officer, 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.

Brian MacNeal

Mr. Brian L. MacNeal is Chief Financial Officer, Senior Vice President of the Company. He served as Vice President, Global Finance and CFO of Armstrong Building Products (2014 to April 2016). He was Interim Chief Financial Officer for Heartland Energy Solutions from 2013 to 2014. He was Vice President of Finance to Campbell Soup Company from 2011 to 2013.

Mark Hershey

Mr. Mark A. Hershey is Senior Vice President, Chief Compliance Officer, General Counsel, Secretary of the Company. He has served as Senior Vice President, General Counsel and Secretary since July 2011, and Chief Compliance Officer since February 2012. Prior to joining, Mr. Hershey was Senior Vice President, General Counsel, Chief Compliance Officer and Secretary for Ricoh Americas Corp., a subsidiary of Ricoh Company Ltd., a global manufacturer and leader in digital office equipment, software and solutions and successor to IKON Office Solutions, Inc. (“IKON”), from 2005 to 2011. Prior to 2005, Mr. Hershey served at IKON as Vice President, Transactional Law, from 2004 to 2005, and Senior Counsel, from 1999 to 2004. Prior to joining IKON, Mr. Hershey was an associate in the Corporate Department of Stradley, Ronon, Stevens and Young, LLP in Philadelphia, PA. Mr. Hershey earned a bachelor’s degree in Finance from The Pennsylvania State University and a J.D. from Villanova University.

Ellen Romano

Ms. Ellen R. Romano is Senior Vice President - Human Resources of the Company. She joined the company in 1983. Ellen’s career at Armstrong includes a steady progression of roles in HR including HR process management, improvement and organization development, as well as business partner assignments in the company’s flooring and ceiling divisions. She has been instrumental in helping to expand Armstrong’s global employee base, particularly in Asia and Europe, and played a critical role in identifying and selecting key leaders to drive the company’s strategy in those markets. Ellen leads numerous global HR initiatives including leadership development and organization vitality, resource allocation, organization design, and human resource process and system integration. She holds a bachelor’s degree in chemical engineering from Grove City College.

Charles Chiappone

Mr. Charles M. Chiappone is Senior Vice President - Ceilings Solutions of the Company. He served as Vice President of Global Marketing & Commercial Excellence of Armstrong Building Products (January 2012 to April 2016).

David Cookson

Stephen McNamara

Mr. Stephen F. McNamara is Vice President, Controller of the Company. Previously, Mr. McNamara served as Director, Internal Audit, from November 2005 to July 2008, Assistant Controller from October 2001 to November 2005 and Manager of External Reporting from May 1999 to October 2001. Prior to joining in 1999, he was Assistant Controller with Hunt Corporation, a former international art and office supply company. Mr. McNamara earned a bachelor’s degree in Accounting from Villanova University.

Stanley Askren

Mr. Stanley A. Askren is Independent Director of the Company. He has been chairman and CEO of HNI Corporation (“HNI”), the second largest office furniture manufacturer in the world and the nation’s leading manufacturer and marketer of hearth products, since 2004, and president since 2003. Previously, he was executive vice president of HNI from 2001 to 2003. Mr. Askren has worked at HNI for 21 years, including as vice president of marketing, vice president of human resources, and as an executive vice president and president of HNI’s hearth products operating segment. Mr Askren has also worked in several industries and previously held multiple executive management and general management positions with Emerson Electric, Thomson S.A. and HNI Corporation. In November 2012, Mr. Askren was appointed to the board of directors of Arctic Cat Inc., a publicly held designer, engineer and manufacturer of all-terrain vehicles and snowmobiles, and serves as a member of its compensation committee. Mr. Askren also serves on the boards of directors of the National Association of Manufacturers, the Institutional Furniture Manufacturers Association International (past chair), and the Iowa Business Council (past chair).

Tao Huang

Mr. Tao Huang is Independent Director of the Company. He was previously the chief operating officer of Morningstar, Inc., a leading independent provider of investment research, until his retirement in December 2010. Mr. Huang spent almost 20 years with Morningstar, taking on increasing levels of responsibility from his start as an entry level technical programmer. He was named Director of Technology in 1992 and Chief Technology Officer in 1996; he started Morningstar’s International Operation in 1998, held the position of President of International Division until 2000; he was promoted as the Company’s Chief Operating Officer in October 2000 and served in this position until his retirement. Mr. Huang led Morningstar initiatives enabling significant growth, both organically and through acquisition, and oversaw continuous improvements in the operations of the firm’s core businesses. Mr. Huang brings to our Board expertise developed from his experience in a data-intense and technology-driven organization managing growth and integration of acquisitions, as well as experience in international operations.

Larry McWilliams

Mr. Larry S. McWilliams is Independent Director of the Company. He was previously the president and chief executive officer of Keystone Foods, a producer of proteins, from May 2011 to May 2012. From April 2011 to June 2011, Mr. McWilliams served as chief operating officer of Keystone Foods, and from May 2005 to October 2010, he served as a senior vice president at Campbell Soup Company and subsequently became the president of Campbell International, responsible for all of Campbell Soup’s business in Europe, Latin America and Asia Pacific. Mr. McWilliams joined Campbell Soup in March 2001 as senior vice president – sales and chief customer officer, overseeing the company’s relationships with its global retail partners. In April 2003, he assumed the position of president – North America Soup. Mr. McWilliams was named senior vice president and president – Campbell USA in March 2004. Prior to Campbell Soup, Mr. McWilliams held positions at Coca-Cola from 1995 to 2001 and the Pillsbury Company from 1993 to 1995. Mr. McWilliams also serves on the board of directors of Godiva Chocolatiers International, a privately held company (since 2012). Mr. McWilliams formerly served on the Board of Governors of St. Josephs University Food Marketing Council and the Grocery Manufacturers’ Association’s Industry Affairs Council.

James Melville

Mr. James C. Melville is Independent Director of the Company. He is a member of the Minneapolis-based law firm of Kaplan, Strangis and Kaplan, P.A., where he has practiced in the corporate, governance, mergers and acquisitions, securities and financial areas since 1994. Prior to joining Kaplan, Strangis and Kaplan, P.A., Mr. Melville practiced with Dorsey and Whitney in their Minneapolis and London, England offices. Mr. Melville previously served as a member of our Board from September 2009 until July 2010. Mr. Melville presently serves as a member of the board of directors of the Minnesota Orchestral Association and is also active in numerous local and civic organizations and their boards. Mr. Melville served as an observer of our Board on behalf of the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust (the “Trust”) from August 2010 until February 2012. Mr. Melville brings extensive knowledge of the law, mergers and acquisitions, and corporate governance matters, international experience and financial acumen to our Board. He has also gained intimate knowledge of the Company through his prior service on the Board and his prior role as a Board observer for the Trust.

John Roberts

Mr. John Joseph Roberts, CPA is Independent Director of the Company. He served as global managing partner for PricewaterhouseCoopers LLP from 1998 until his retirement in June 2002. Mr. Roberts held numerous positions at Coopers & Lybrand LLP from 1967 until its merger with Pricewaterhouse LLP in 1998. From 1994 to 1998, Mr. Roberts served as one of three members of the Office of the chairman of Coopers & Lybrand’s United States operations. Prior to that time, Mr. Roberts held other positions at Coopers & Lybrand, including deputy vice chairman, vice chairman and managing partner. While serving in various executive capacities at PricewaterhouseCoopers, Mr. Roberts performed and supervised audit, tax and business consultative services, and developed extensive expertise in public company audits and financial reporting matters. Mr. Roberts serves on the boards of directors and audit committees of the following publicly held companies: Safeguard Scientifics, Inc., a provider of capital as well as strategic, operational and management resources to growth-stage businesses (since 2003; also serves on the compensation committee), the Pennsylvania Real Estate Investment Trust, a business trust with primary investment focus on retail shopping malls (since 2003; also serves on the compensation committee), and Vonage Holdings Corporation, a provider of communications services (since 2004). Mr. Roberts previously served on the board of directors of Sicor, Inc. (2002 to 2004) and served as a director of our former holding company, Armstrong Holdings, Inc. (2003 to 2006).

Gregory Spivy

Mr. Gregory P. Spivy is Independent Director of the Company. He is a Partner at ValueAct Capital, as a member of the board of directors of the Company (the “Board”), effective immediately. Mr. Spivy’s term will continue until the Company’s 2015 annual meeting of shareholders, at which time the Company has agreed to nominate Mr. Spivy for election to the Board. However, if at any time the ValueAct Group ceases to own at least 7.5% of the outstanding common stock of the Company, Mr. Spivy will be required to resign from the Board and the Company will no longer be required to nominate Mr. Spivy for election at the 2015 annual meeting of shareholders. Although the Company has agreed that Mr. Spivy will be considered for appointment to each of the standing committees of the Board (other than the Audit Committee), the Board has not yet appointed Mr. Spivy to any standing committee. Under the Nomination Agreement, the ValueAct Group is entitled to nominate a mutually acceptable replacement in the event that Mr. Spivy no longer serves as an Armstrong director during the term of the Nomination Agreement, so long as the ValueAct Group continues to own at least 7.5% of the Company’s outstanding common stock.

Roy Templin

Mr. Roy W. Templin serves as Independent Director of the Company. He served as Chairman of the Board of Directors of Con-Way Incorporated (NYSE:CNW), 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 (NYSE:WHR), 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 currently serves on the Board of Trustees of the Goldman Sachs Mutual Funds.

Cherryl Thomas

Ms. Cherryl T. Thomas is Independent Director of the Company. She is President and Chief Executive Officer of Ardmore Associates, LLC, an engineering consulting firm, where she has been responsible for all financial, operational and management activities since 2003. Prior to founding Ardmore Associates, Ms. Thomas served as chairman of the board of the United States Railroad Retirement Board from 1998 until 2003, and as commissioner of the department of buildings of the city of Chicago from 1989 until 1994. Ms. Thomas serves on the boards of numerous local and civic organizations and foundations, including the Lyric Opera of Chicago (since 2007), the Chicago Zoological Society (since 2000), the Polk Bros Foundation (since 2009), the Brach Foundation (since 2015) and the Big Shoulders Foundation (since 2013). Ms. Thomas brings to our Board significant senior executive leadership experience, as well as relevant experience in manufacturing, distribution and risk management.

Kristy Olshan

Basic Compensation

Name Fiscal Year Total

James O'Connor

382,500

Victor Grizzle

6,723,960

Brian MacNeal

1,732,610

Mark Hershey

2,520,180

Ellen Romano

2,283,890

Charles Chiappone

--

David Cookson

1,778,880

Stephen McNamara

553,543

Stanley Askren

215,000

Tao Huang

195,000

Larry McWilliams

200,000

James Melville

210,000

John Roberts

215,000

Gregory Spivy

195,000

Roy Templin

110,550

Cherryl Thomas

202,869

Kristy Olshan

--
As Of  31 Dec 2016