Form 4: Armstrong World Industries Director Roy W. Templin Receives Annual Equity Grant

Armstrong World Industries, Inc. Director Roy W. Templin was granted 1,124 restricted stock units as part of his annual compensation, valued at $151.27 per unit on the grant date.

Summary

• Roy W. Templin, a Director of Armstrong World Industries, Inc. (AWI), received an annual grant of 1,124 restricted stock units (RSUs).
• The grant was made on June 13, 2025, as part of the Issuer's nonemployee Director Compensation Program under the 2016 Directors Stock Unit Plan.
• The grant date fair value of these units was calculated using the closing stock price of AWI common shares on June 13, 2025, which was $151.27 per share.
• The RSUs vest upon the earlier of the next annual shareholders meeting following the grant, the Director's death or total and permanent disability, or a Change in Control.
• Following this transaction, Mr. Templin beneficially owns 18,876 units, which include both vested and unvested units, as well as units not yet acquirable.
• Vested units become acquirable by the Director at their election, either at the vesting on the date of the next annual shareholders meeting or at the time of the Director's termination of service.

Sentiment

Score: 5

Explanation: The document reports a routine, expected insider transaction (equity grant to a director) which is neutral in terms of company sentiment. It reflects standard corporate governance and compensation practices without indicating any significant positive or negative operational or financial developments.

Positives

• The grant of restricted stock units aligns the Director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• This is a standard component of non-employee director compensation, indicating a consistent and established governance practice.

Future Outlook

The restricted stock units granted to Director Roy W. Templin are contingent upon his continued service and will vest on the earlier of the next annual shareholders meeting following the grant, his death or total and permanent disability, or a Change in Control. Vested units will become acquirable at the Director's election, either at the vesting date or upon termination of service.

Management Comments

• The restricted stock units were granted under the 2016 Directors Stock Unit Plan and as part of the Issuer's nonemployee Director Compensation Program.
• The units vest contingent upon the Director's continued service as of such date.
• Vested units will be acquirable by the Director, at the election of the Director: (i) at the vesting of the units on the date of the next annual shareholders meeting following the grant or (ii) at the time of the Director's termination of service.

Industry Context

The grant of restricted stock units to a non-employee director is a standard practice across many publicly traded companies, particularly in the manufacturing and building materials sectors like Armstrong World Industries. This compensation structure is designed to align the interests of board members with long-term shareholder value by tying a portion of their remuneration to the company's stock performance.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) for non-employee director compensation is a common and widely accepted practice among S&P 500 companies and similar-sized firms in the building materials industry.
• The vesting conditions, which include continued service, annual meeting, death/disability, or change in control, are typical for such equity grants, mirroring practices seen in companies like USG Corporation (now part of Knauf) or Masco Corporation, which also utilize equity-based compensation to incentivize long-term commitment and performance from their directors.
• The grant price of $0 for RSUs is standard, as these are grants of equity, not purchases.

Stakeholder Impact

• Shareholders: The grant aligns the director's interests with shareholders by tying compensation to stock performance. It represents a standard compensation expense.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• The restricted stock units will vest based on specified conditions (continued service, next annual shareholders meeting, death/disability, or Change in Control).
• Upon vesting, the Director will have the election to acquire the shares either at the vesting date or upon termination of service.

Key Dates

Keywords

Armstrong World Industries, AWI, SEC Form 4, Restricted Stock Units, RSU Grant, Director Compensation, Insider Transaction, Equity Grant, Corporate Governance