Christopher Calzaretta
ARMSTRONG WORLD INDUSTRIESAbout Christopher Calzaretta
Christopher P. Calzaretta is Senior Vice President & Chief Financial Officer of Armstrong World Industries (AWI), serving since August 2022; he is 48 years old as of April 1, 2025 and previously served as AWI’s Vice President, Finance from January 2018 to August 2022 . Prior to AWI, he held finance leadership roles at E.I. DuPont de Nemours and Company from 2007 to 2018 . During his tenure, AWI delivered strong 2024 performance with net sales up 12% to $1,446 million, adjusted EBITDA up 13% to $486 million, and a 2022–2024 annualized absolute TSR of 15.3% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armstrong World Industries | Vice President, Finance | 2018–2022 | Led finance through growth initiatives and supported CFO transition; prepared for elevation to CFO |
| E.I. DuPont de Nemours and Company | Various finance roles; Global Finance Manager (Strategic Initiatives) | 2007–2018 | Managed global strategic finance initiatives; built operational finance expertise valuable to AWI |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 344,314 | 431,375 | 483,375 |
| Target AIP (% of base) | 35% → 60% (upon CFO appointment on 8/1/2022) | 60% | 70% (increased effective Jan 2024) |
| 2024 Base Salary (as of Dec 31) ($) | — | 433,500 | 500,000 |
| Actual AIP Paid ($) | 117,000 | 344,240 | 534,620 |
Notes:
- AIP performance metrics were revenue (30% weight) and adjusted EBITDA (70% weight) with 2024 payout factor of 158% of target, driving Calzaretta’s $534,620 payout .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Revenue ($M) | 30% | 1,352 | 1,376 (excl. acquired entities) | 135% | Cash paid in FY2025 cycle |
| Adjusted EBITDA ($M) | 70% | 458 | 478 (excl. acquired entities) | 168% | Cash paid in FY2025 cycle |
| Combined | — | — | — | 158% | Cash |
Long-Term Incentive Program (LTIP) – 2024 Grants
| Component | Weighting | Grant Value ($) | Shares Granted (#) | Performance Targets / Vesting |
|---|---|---|---|---|
| PSUs | 60% of LTIP; $338,160 of CFO LTIP | 338,160 | 2,841 | 3-year performance (2024–2026) on absolute TSR (60%), adjusted FCF (25%), Mineral Fiber adjusted EBITDA (15); payout scale 50%–275% of target; PSUs vest at end of period based on performance |
| RSUs | 40% of LTIP; $225,440 of CFO LTIP | 225,440 | 1,894 | Time-based; cliff vest on March 1, 2027 (3-year from grant) |
PSU Target Hurdles:
- Absolute TSR annualized targets (examples): 5%→50% payout; 10%→100%; 20%→300%; start price $120.47; end price uses 30-trading-day VWAP methodology .
- Adjusted FCF targets ($M): 863 target; 734 threshold (50%); 993 max (200%) .
- Mineral Fiber adjusted EBITDA targets ($M): 1,187 target; 1,009 threshold (50%); 1,365 max (300%) .
Historical PSU Outcomes:
- 2022–2024 PSU final payout (certified April 2025): Calzaretta received 4,838 shares at 125% payout (Tier II weighting), with Absolute TSR achieving 206% and FCF 73%; MFV below threshold (0%) .
Program Design:
- 2024 LTIP mix for NEOs: 60% PSUs / 40% RSUs; Calzaretta’s LTIP target increased from 110% to 130% of base salary effective Jan 2024 to align with market median .
- Maximum weighted PSU payout reduced to 250% for 2025 awards; retirement eligibility modified to age 60/5 years for 2025 grants .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficially Owned Shares (Direct/Indirect) | 1,959 shares |
| RSUs (unvested; beneficial ownership table) | 6,273 units |
| Total Beneficial + RSUs | 8,232 |
| Ownership as % of Shares Outstanding | 1,959 / 43,424,918 = ~0.0045% |
| Outstanding Equity (12/31/2024) | RSUs: 1,894 ($267,679); PSUs (2023 cohort threshold): 3,611 ($510,343); PSUs (2024 cohort threshold): 2,841 ($401,519) — valued at $141.33/share |
| Stock Ownership Guidelines | CFO required to hold 3x base salary; Calzaretta has 5 years from promotion to meet; as of Dec 2024, still within compliance window |
| Hedging/Pledging | Strict prohibition on hedging, short sales, derivative transactions, holding in margin accounts, or pledging company stock |
| Options | AWI does not grant stock options to NEOs; none outstanding |
Deferred Compensation:
- 2024 NQDCP: Executive contributions $24,668; Company contributions $20,558; aggregate balance $47,909 .
Employment Terms
| Provision | Terms |
|---|---|
| Role and Appointment | Appointed CFO effective Aug 1, 2022; previously VP, Finance (Jan 2018–Aug 2022) |
| Severance (no CIC) | 1.5× (salary + target AIP) lump sum; plus pro-rated AIP at actual performance; for Calzaretta this modeled as of 12/31/2024 equals $1,275,000 cash severance and $350,000 pro-rated bonus, plus $85,000 outplacement |
| Change-in-Control (CIC) | Double-trigger; 2× (salary + target AIP) lump sum; pro-rated AIP; accelerated equity (per plan terms); Calzaretta modeled CIC cash $1,700,001; health & welfare continuation $58,900; outplacement $85,000; accelerated PSUs $1,458,243 and RSUs $608,002 |
| Clawbacks | Mandatory clawback compliant with SEC/NYSE for financial restatements; additional recoupment for misconduct, competition, solicitation, or policy violations |
| Non-Compete | 12-month non-compete post-termination; 24-month customer non-solicit and employee non-solicit |
| Tax Gross-Ups | None provided for CIC or severance; “best net” provisions apply |
| Insider Trading | Pre-clearance required; Rule 10b5-1 plans permitted with restrictions; robust prohibitions on speculative trading |
Compensation Structure Analysis
- Shift to balanced equity mix: Calzaretta’s LTIP moved from 110% to 130% of base in 2024 with 60% PSUs / 40% RSUs, aligning with peer practice and enhancing retention while keeping performance emphasis via TSR/FCF/MF EBITDA metrics .
- AIP tightening and performance linkage: 2024 AIP targets raised (Revenue $1,352M, EBITDA $458M) with strict caps; payout 158% reflects operational outperformance excluding acquisitions .
- Governance response to shareholder feedback: Following 61% say-on-pay support in 2024, committee reaffirmed rare use of off-cycle awards and enhanced disclosure; 2025 PSU max reduced to 250% and metric set updated to reinstate MF volume .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval was 61%; board engaged investors on concerns over CEO retention grant structure and enhanced CD&A disclosures; committee committed to including performance metrics on any future special awards and refined LTIP parameters for 2025 .
Performance & Track Record
| Metric | Period | Result |
|---|---|---|
| Net Sales | 2024 | $1,446M (+$151M, +12% YoY) |
| Adjusted EBITDA | 2024 | $486M (+$56M, +13% YoY) |
| Absolute TSR | 2022–2024 PSU period | 15.3% annualized; TSR metric paid 206% |
| 2022–2024 PSU payout (CFO) | Final | 4,838 shares at 125% (Tier II weighting; FCF metric 73%; MFV 0%) |
Investment Implications
- Alignment and retention: Calzaretta’s compensation is materially performance-linked (AIP and PSUs) with strong clawbacks, non-compete/non-solicit covenants, and 3× salary ownership guidelines; RSU cliff vesting in 2027 provides retentive ballast .
- Limited near-term selling pressure: No options outstanding; upcoming equity events include 2023 PSUs vesting end-2025 and 2024 PSUs end-2026, with RSUs vesting March 2027—monitor PSU certification dates as potential liquidity points rather than options-driven selling .
- Pay-for-performance credibility: 2024 AIP overachievement and prior PSU payouts tied to TSR and FCF support compensation-performance alignment; governance refinements post-2024 voting should reduce pay risk inflation going forward .
- Risk controls: Prohibitions on hedging/pledging and mandatory clawbacks mitigate governance red flags; severance economics are standard industrial benchmarks, with double-trigger CIC protections avoiding single-trigger acceleration .