Austin So
General Counsel, Head of Government Relations & Chief Sustainability Officer at 
ARMSTRONG WORLD INDUSTRIES
ARMSTRONG WORLD INDUSTRIESExecutive
About Austin So
Austin K. So (age 51) is Senior Vice President, General Counsel, Head of Government Relations & Chief Sustainability Officer at Armstrong World Industries (AWI) since March 2025; previously SVP, General Counsel, Secretary & Chief Compliance Officer from February 2022 to February 2025, and earlier served as Senior Vice President, Chief Legal Officer & Secretary at StoneMor Inc. from July 2016 to February 2022 . During his AWI tenure, incentive design has tied pay to company outcomes: 2024 revenue grew 12% to $1,446M and adjusted EBITDA rose 13% to $486M, while the 2022–2024 PSU cycle delivered a 15.3% annualized Absolute TSR, driving a 142% PSU payout for that tranche .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armstrong World Industries | SVP, General Counsel, Head of Government Relations & Chief Sustainability Officer | Mar 2025–present | Oversees legal, government relations and sustainability; leadership of Sustainability Council and 2030 goals program . |
| Armstrong World Industries | SVP, General Counsel, Secretary & Chief Compliance Officer | Feb 2022–Feb 2025 | Legal/compliance leadership; executive sponsor for shareholder engagement and governance disclosures . |
| StoneMor Inc. | SVP, Chief Legal Officer & Secretary | Jul 2016–Feb 2022 | Public company CLO; led corporate governance and legal strategy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (earned) ($) | 385,000 | 432,600 | 449,903 |
| Base salary rate at year-end ($) | — | 436,800 | 454,270 |
| Target AIP (% of base) | 55% | 55% | 60% (raised from 55% effective Jan 2024) |
| Actual AIP paid ($) | 150,350 | 316,450 | 426,510 |
Notes:
- 2024 AIP company payout factor = 158% (Revenue 102%→135%; Adjusted EBITDA 104%→168%) .
- 2023 AIP company payout factor = 133% .
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| Metrics and weights | Revenue (30%); Adjusted EBITDA (70%) | Revenue (30%); Adjusted EBITDA (70%) |
| Targets ($M) | Revenue 1,299; EBITDA 414 | Revenue 1,352; EBITDA 458 |
| Actual ($M) | Revenue 1,284; EBITDA 429 | Revenue 1,376; EBITDA 478 |
| Payout factors | Rev 93%; EBITDA 150%; Combined 133% | Rev 135%; EBITDA 168%; Combined 158% |
| So – Target AIP ($) | 237,930 | 269,941 |
| So – Final AIP ($) | 316,450 | 426,510 |
Long-Term Incentive Program (LTIP) – Vehicles, Metrics, and Grants
- Vehicle mix: 60% PSUs / 40% RSUs; three-year PSU performance period and three-year cliff RSUs; 2024 PSU metrics: Absolute TSR (60%), cumulative adjusted FCF (25%), Mineral Fiber (MF) adjusted EBITDA (15%) .
- PSU payout scales (2024–2026): Absolute TSR target 10% annualized (100% payout), with scale from 50% at 5% to 300% at 20%; FCF target $863M (100%) with 50% at $734M and 200% at $993M; MF adj. EBITDA target $1,187M (100%) with 50% at $1,009M and 300% at $1,365M .
- 2025 change: maximum PSU payout reduced to 250% (from 275%); retirement provision tightened to age 60/5 years from 55/5 .
| Grant Detail | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs granted (#) | 1,269 (2/1/2022) | 2,595 (3/1/2023) | 1,762 (2/21/2024) |
| RSU vesting | 3 equal installments (yrs 1–3) | Cliff vest 3/1/2026 | Cliff vest 3/1/2027 |
| PSUs target (#) | 5,672 (2022–2024 cycle) | 3,893 (2023–2025 cycle) | 2,642 (2024–2026 cycle) |
| PSU vesting | 12/31/2024; paid Apr 2025 | 12/31/2025 | 12/31/2026 |
| 2024 grant-date fair value (RSU) ($) | — | 201,606 | 209,784 |
| 2024 grant-date fair value (PSU) ($) | — | 405,231 | 386,180 |
PSU Payout (2012–2024 Cycle, paid April 2025)
- Payout factor: 142% (Absolute TSR 206%; FCF 73%; MF Volume 0%) .
- So final shares delivered: 8,049 vs. 5,672 target (composed of 7,013 TSR + 1,036 FCF + 0 MFV) .
Vesting and Potential Selling Pressure
- Upcoming vesting events likely to create tax-withholding sales windows: 2/1/2025 (final tranche of 2022 RSUs, 1,269 units) ; 12/31/2025 (2023 PSUs, performance-based up to 275% of 3,893 target) ; 3/1/2026 (2023 RSUs, 2,595 units) ; 12/31/2026 (2024 PSUs, target 2,642) ; 3/1/2027 (2024 RSUs, 1,762 units) .
Realized Vesting
- 2024: 1,268 RSUs vested; value realized $129,653 .
- 2023: 1,268 RSUs vested; value realized $101,491 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Common shares beneficially owned (3/31/2025) | 1,643 |
| RSUs/Unvested units (3/31/2025) | 6,029 |
| Total economic exposure (shares + RSUs) | 7,672 |
| Options outstanding | None; NEOs do not receive stock options |
| Stock ownership guideline | 1.5x base salary; met as of Dec 2024 |
| Hedging/pledging | Prohibited (no derivatives, no margin/pledge) |
Outstanding Awards at 12/31/2024 (select So items)
- Unvested RSUs: 1,269 (2/1/2022), 2,595 (3/1/2023), 1,762 (2/21/2024) .
- Unearned PSUs (performance-based): 3,893 (2023 cycle), 2,642 (2024 cycle) .
Employment Terms
- Start date and tenure: Joined AWI February 2022; elevated to current role in March 2025 .
- Severance (no CIC): 1.5x (base + target bonus) lump sum; pro-rated bonus; outplacement; So example modeled cash severance $1,090,248; pro-rated bonus $272,562; outplacement $72,700; total $1,435,510 .
- Change-in-control (CIC): Double-trigger; 2.0x (base + target bonus) lump sum; pro-rated bonus; benefits continuation; equity acceleration; So example cash severance $1,453,664; H&W continuation $59,800; PSU acceleration $1,725,215; RSU acceleration $795,123; total $4,379,064 .
- Restrictive covenants: 12-month non-compete; 24-month non-solicit (customers and employees) .
- Clawbacks: Mandatory Dodd-Frank-compliant policy for restatements; additional discretionary recoupment for misconduct/competition/solicitation breaches .
- Tax gross-ups: None (Section 280G/4999) .
- Deferred compensation: 2024 NQDCP – Executive contribution $119,713; Company match $28,731; balance $351,618 .
- Perquisites and other 2024 items: Cash dividends on RSUs/PSUs $2,522; Company 401(k)/NQDCP match $43,345; relocation $140; total “All Other Compensation” $46,007 .
- Related-party transactions: None since Jan 1, 2024 .
Severance/CIC Economics Snapshot (So)
| Scenario | Cash Severance | Pro-Rata Bonus | H&W Continuation | Outplacement | Equity Acceleration | Total |
|---|---|---|---|---|---|---|
| Involuntary without Cause | $1,090,248 | $272,562 | — | $72,700 | — | $1,435,510 |
| Termination for Good Reason | $1,090,248 | $272,562 | — | $72,700 | — | $1,435,510 |
| CIC (double trigger) | $1,453,664 | $272,562 | $59,800 | $72,700 | PSUs $1,725,215; RSUs $795,123 | $4,379,064 |
Compensation Structure Analysis
- Cash vs equity mix: NEO target pay emphasizes variable/at-risk comp; 2024 average for NEOs 66% at-risk (CEO 87%); mix maintained in 2024 .
- Shift to RSUs: Program maintained 60% PSUs/40% RSUs to balance performance linkage and retention; RSUs are three-year cliff vest (retentive) and increase potential near-term selling windows at vesting .
- Metric rigor and changes: 2024 PSUs used Absolute TSR/FCF/MF adj. EBITDA; 2025 PSUs reintroduced Mineral Fiber volume (MFV) and reduced maximum payout to 250% (from 275%), tightening upside .
- Retirement provision: Tightened to age 60/5 years (from 55/5) beginning 2025 awards, reducing earlier retirement equity treatment .
- Say-on-pay context: 2024 support fell to 61% due to CEO retention grant structure; board conducted extensive outreach and committed to stricter use/design of off-cycle awards and enhanced disclosures .
Investment Implications
- Alignment: So meets stock ownership guidelines (1.5x salary), cannot hedge/pledge, and receives no options or tax gross-ups—indicators of strong shareholder alignment and lower governance risk .
- Performance linkage: AIP metrics (Revenue/Adjusted EBITDA) and PSU metrics (Absolute TSR/FCF/MF profitability) matched 2024 operating strength and the 15.3% TSR over 2022–2024, reinforcing pay-for-performance credibility for legal/sustainability leadership roles .
- Retention and selling pressure: Three-year cliff RSUs and PSU cycles create predictable vest dates that can drive periodic withholding-related selling (not discretionary liquidation); key dates include 12/31/2025 (PSUs), 3/1/2026 (RSUs), 12/31/2026 (PSUs), 3/1/2027 (RSUs) .
- Downside protection: Moderate severance (1.5x) and CIC (2.0x) multiples with double-trigger equity acceleration and no gross-ups cap change-in-control windfalls, reducing entrenchment concerns .
- Watch items: Continued balance of RSUs (retention) vs PSUs (performance) and the implications of 2025 metric/payout cap changes on long-term wealth accumulation; monitor any future shareholder feedback spillover from CEO-focused say-on-pay issues into broader NEO program design .