James Burge
ARMSTRONG WORLD INDUSTRIESAbout James Burge
James T. Burge, age 49, serves as Vice President, Controller of Armstrong World Industries (AWI) and is the company’s Principal Accounting Officer; he has held the Controller role since April 2021 and previously served as Americas Controller from December 2017 to April 2021 . AWI’s executive pay program ties incentives to company-level performance metrics including revenue and adjusted EBITDA in the Annual Incentive Plan (AIP), and Absolute TSR, adjusted Free Cash Flow, and Mineral Fiber adjusted EBITDA in long-term PSUs; 2024 AIP paid at 158% of target based on revenue at 102% of goal and adjusted EBITDA at 104% of goal, while the 2022–2024 PSU cycle achieved 15.3% Absolute TSR leading to a 206% payout on that metric and a 142% weighted PSU payout overall .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armstrong World Industries | Vice President, Controller (Principal Accounting Officer) | Apr 2021–present | Oversees corporate accounting and financial reporting; signs SEC filings as Principal Accounting Officer |
| Armstrong World Industries | Americas Controller | Dec 2017–Apr 2021 | Led regional controllership and finance operations across the Americas |
Fixed Compensation
- Not disclosed for Mr. Burge (he is not a Named Executive Officer in AWI’s proxy). AWI’s proxy provides detailed fixed compensation (base salary, benefits, perquisites) only for NEOs .
Performance Compensation
AWI’s incentive design and outcomes (company-level; applies to NEOs and informs broader alignment signals):
| AIP Metric and Weighting | 2024 Target ($M) | 2024 Actual ($M) | Performance vs Target | Payout vs Target |
|---|---|---|---|---|
| Revenue (30% weight) | 1,352 | 1,376 | 102% | 135% |
| Adjusted EBITDA (70% weight) | 458 | 478 | 104% | 168% |
| Weighted AIP payout | — | — | — | 158% |
| 2024–2026 PSU Metrics | Weight | Target Framework | Payout Scale |
|---|---|---|---|
| Absolute TSR | 60% | Annualized TSR vs target levels (e.g., 10% target implies ending price $160.35) | 50%–275% of target, weighted-average; no payout below threshold |
| Adjusted Free Cash Flow (3-year cumulative) | 25% | Targets from $734M (50%) to $993M (300%) | 50%–300% |
| Mineral Fiber adjusted EBITDA (3-year cumulative) | 15% | Targets from $1,009M (50%) to $1,365M (300%) | 50%–300% |
| RSU vesting (time-based) | — | 3-year cliff vesting; full vest March 1, 2027 if in good standing | — |
| 2022–2024 PSU Results (awarded in 2022) | Weight | Outcome | Metric Payout |
|---|---|---|---|
| Absolute TSR | 60% | 15.3% annualized; price from $101.99 to $156.38 | 206% |
| Adjusted FCF (cumulative) | 25% | $768M vs $860M target | 73% |
| Mineral Fiber Volume | 15% | Below threshold | 0% |
| Weighted PSU payout | — | — | 142% |
Notes:
- AWI’s incentive design for 2024 comprised 60% PSUs and 40% RSUs for NEOs; AIP metrics were revenue and adjusted EBITDA with revenue weighted 30% and adjusted EBITDA 70% .
- In 2025, AWI retained AIP metrics and updated PSU metrics to Absolute TSR, adjusted FCF, and Mineral Fiber Volume, reducing max PSU payout to 250% weighted; retirement definition moved to age 60 and 5 years of service .
Equity Ownership & Alignment
| Group Ownership Snapshot (as of Mar 31, 2025) | Shares/Units | Notes |
|---|---|---|
| Directors and Executive Officers as a group – Common Shares Beneficially Owned | 435,623 | Includes amounts for James T. Burge, Vice President, Controller |
| RSUs/Unvested Options (non-voting) | 187,636 | NEO RSUs and director stock units; options are not granted to directors/NEOs in compensation programs |
| Total (Shares + RSUs/Unvested Options) | 623,259 | Approx. 1% of shares outstanding beneficially owned by the group; no individual ≥1% |
Alignment policies and restrictions:
- Insider Trading Policy prohibits hedging, short sales, derivatives, margin accounts, and pledging of company stock, reducing misalignment and collateral-driven selling risk .
- Stock ownership guidelines apply to NEOs (6x salary for CEO, 3x for COO/CFO/SVP Sales, 1.5x for GC), with retention of 50% of net shares until guideline met; compliance reviewed annually. These guidelines are disclosed for NEOs; individual requirements for non-NEO executives (e.g., Controller) are not specified in the proxy .
Employment Terms
- Severance (non-CIC): For NEOs, 1.5x base salary + target AIP (2x for CEO) payable in a lump sum, plus pro-rated AIP based on actual performance; health and life benefits continuation and outplacement support apply to senior executives including NEOs. Severance terms for Mr. Burge are not disclosed .
- Change-in-Control (CIC): NEOs have fixed one-year CIC agreements that auto-renew; double-trigger severance equals 2x base salary + target AIP (2.5x for CEO), pro-rated target AIP, and accelerated vesting if assumed by acquirer; no 280G/4999 tax gross-ups (best-net cutback applies). CIC terms for Mr. Burge are not disclosed .
- Restrictive covenants: NEO severance agreements include 12-month non-compete, 24-month non-solicit of customers and employees, and 24-month employee no-poach; applicability to Mr. Burge is not disclosed .
- Clawbacks: Mandatory Dodd-Frank/NYSE-compliant clawback requires recovery of erroneously awarded incentive compensation upon restatement; 2022 ECIP also permits recoupment for misconduct, competition, or solicitation; applies to Section 16 officers including NEOs .
Governance and Shareholder Feedback
| Say-on-Pay (Advisory Vote) – 2024 | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Outcome | 25,500,734 | 16,193,247 | 5,510 | 687,228 |
- Compensation Committee members: Wayne R. Shurts (Chair), William H. Osborne, Cherryl T. Thomas reviewed CD&A and recommended inclusion in 10-K .
- 2024/2025 shareholder outreach informed incentive metric choices and guardrails (e.g., reinstituting Mineral Fiber Volume for PSUs in 2025; limiting special awards) .
Investment Implications
- Retention risk appears contained: Mr. Burge has nearly five years in the Controller role and functions as Principal Accounting Officer, a critical control position signing SEC reports; no departure-related 8-K filings mention him in 2025 .
- Alignment signals: Company-wide prohibitions on hedging/pledging lower misalignment and forced-selling risk; group ownership is ~1% with RSUs aligning wealth to stock performance, though Mr. Burge’s individual holdings are not broken out, limiting precision of “skin-in-the-game” analysis .
- Incentive levers: Company incentives emphasize revenue and adjusted EBITDA for AIP and multi-year TSR/FCF/Mineral Fiber profitability for PSUs; recent outcomes (AIP 158% payout; TSR 206% metric payout in 2022–2024 PSU cycle) indicate strong operational and shareholder-return performance environments during his tenure, supporting positive compensation-performance linkage across the executive bench .
- Contract economics: Rich CIC/severance multiples and accelerated vesting apply to NEOs; terms for the Controller are not disclosed, so model retention economics conservatively as at-will with policy-level clawbacks and insider trading restrictions .