Barbara Loughran
ARMSTRONG WORLD INDUSTRIESAbout Barbara Loughran
Independent director since 2019; age 61. Former PwC partner (1998–June 2018) with National Office stints (2000–2003; 2016–2018), Industrial Products BU Leader (NY Metro, 2013–2015), and Retail & Consumer Business Development Leader (NY Metro, 2010–2012). Brings extensive public accounting experience, financial literacy, capital markets expertise, M&A, risk management, and financial reporting oversight; designated Audit Committee Financial Expert at AWI.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner; Client Service Partner | 1998–2018 | Led global relationship/audits for large public companies; drove National Office tech initiatives |
| PwC National Office | Technical/accounting leadership | 2000–2003; 2016–2018 | Led efforts leveraging new/innovative technologies |
| PwC – NY Metro | Industrial Products Business Unit Leader | 2013–2015 | Business leadership across industrial sector |
| PwC – NY Metro | Retail & Consumer Business Development Leader | 2010–2012 | Growth and client development leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Amentum Holdings, Inc. | Director | Current (2025) | Chair, Nominating & Corporate Governance; Member, Audit |
| Jacobs Solutions Inc. (prior) | Director | Prior to Amentum merger/spin-off | Chair, Audit; Member, ESG & Risk |
Board Governance
- Current AWI committees (2024–2025): Audit (Chair), Finance (member), Governance (member). Audit met 5x in 2024; Finance met 4x; Governance met 5x. Board met 6x in 2024; all director nominees attended >75% of Board/Committee meetings; majority attended the 2024 annual meeting.
- Audit Committee Financial Expert designation (NYSE/SEC): Loughran and Roy Templin.
- Shareholder engagement: formal program with spring and fall outreach; Board Chair and Comp Committee Chair involved.
| 2024 Election Outcome (Shareholder Vote) | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Barbara L. Loughran | 40,724,939 | 974,552 | 687,228 |
Fixed Compensation
| Element | Amount | Terms |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid quarterly, in arrears |
| Audit Committee Chair Fee | $20,000 | Paid quarterly, in arrears; AC/MDCC chair $20k; FC/NGSRC chair $15k |
| Special Assignment Fee | $2,500 per diem ($1,250 <4 hrs) | CEO 1:1s, plant visits, other significant activities approved by Board Chair |
| Director Compensation – 2024 | Fees Earned ($) | Stock Awards ($) | Options ($) | Non-Equity Incentive ($) | Change in Pension/Deferred ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Barbara L. Loughran | 110,000 | 125,000 | — | — | — | 8,910 | 243,910 |
Performance Compensation
| Instrument | Grant Basis | Vesting | Delivery/Deferral | Voting/Dividends |
|---|---|---|---|---|
| Director RSUs | Annual grant effective first business day after annual meeting | One-year anniversary; earlier upon change in control if serving; 2025 unvested tranche of 1,107 RSUs vests June 12, 2025 | Delivered within 60 days of vesting unless director elects deferral | No voting power until delivered; dividend equivalents accrue |
AWI does not use performance-based pay (e.g., PSUs, AIP) for directors; no options; no non-equity incentives.
Other Directorships & Interlocks
- Public boards: Amentum Holdings, Inc. (current); previously Jacobs Solutions Inc. (prior to spin/merger).
- Committee leadership externally (Amentum Nominating/Governance Chair; Jacobs Audit Chair). No related party transactions disclosed at AWI since Jan 1, 2024.
- Compensation Committee interlocks: None reported.
Expertise & Qualifications
- Financial literacy and audit leadership; Audit Committee Financial Expert under SEC rules.
- Deep public accounting background, risk management, M&A, capital markets, international experience, and financial reporting oversight.
Equity Ownership
| As of March 31, 2025 | Common Shares | Vested RSUs | Unvested RSUs | Total Equity Units | Total Value |
|---|---|---|---|---|---|
| Barbara L. Loughran | — | 6,934 | 1,107 | 8,041 | $1,132,816 |
- Beneficial ownership table (directors/NEOs): Directors/NEOs do not receive stock options; no individual director owns ≥1% of outstanding shares; RSUs have no voting power until delivered.
- Director stock ownership guidelines: Must hold shares equal to 3x annual cash retainer; all current directors have achieved this requirement.
Governance Assessment
-
Strengths
- Audit Committee Chair and SEC-designated financial expert, signaling robust oversight of financial reporting, auditor independence, and internal controls.
- Active committee workload (Audit 5x, Finance 4x, Governance 5x in 2024) and >75% meeting participation among nominees; strong engagement profile.
- Ownership alignment via RSUs and director stock ownership guidelines; clear prohibition on hedging, margin, and pledging in insider trading policy reduces misalignment risks.
- No related party transactions reported for 2024–2025; majority voting policy enhances accountability.
-
Watch items
- Equity exposure primarily via deferred/undelivered RSUs with no voting power until delivery; while compliant with guidelines, absence of common shares may limit immediate voting alignment.
- Multi-board commitments: AWI principles cap external boards; current roles at Amentum appear within norms, but ongoing monitoring of workload and potential overlaps is prudent.
-
Shareholder sentiment
- 2024 say-on-pay approved (votes for 25,500,734; against 16,193,247; abstain 5,510); her director election received 40,724,939 “for” and 974,552 “withheld,” indicating solid support.
Related Party, Conflicts & Policies
- Related party transactions: None meeting disclosure requirements since Jan 1, 2024; Governance Committee reviews/approves any such transactions; Chair may approve sub-threshold amounts with reporting.
- Hedging/pledging: Company policy prohibits hedging transactions, holding in margin accounts, and pledging company securities.
Compensation Committee Analysis (AWI)
- Composition (2024–2025): Chair Wayne R. Shurts; members William H. Osborne; Cherryl T. Thomas; Loughran is not a member. Meetings held 7x in 2024; Committee is fully independent; no interlocks.
Summary Signals for Investors
- Audit leadership and financial expert designation, combined with strong attendance and clear anti-hedging/pledging policies, support board effectiveness and investor confidence.
- Ownership guidelines achieved, but RSU-heavy structure suggests alignment through value accrual rather than immediate voting power; monitor any shifts in director equity delivery/deferral practices.
- No conflicts or related party issues disclosed; shareholder support for election solid.