Kathleen Pitre
ARMSTRONG WORLD INDUSTRIESAbout Kathleen E. Pitre
Kathleen E. Pitre is an independent director of Armstrong World Industries elected at the June 2025 Annual Shareholders’ Meeting; she is 48 years old and brings senior executive experience in manufacturing, sustainability, marketing, and communications from Ball Corporation, where she is Senior Vice President & President, Beverage Packaging North & Central America (since 2024) . She was identified by a third‑party search firm and nominated by AWI’s Governance Committee; all nominees other than the CEO are independent under NYSE standards and AWI’s Corporate Governance Principles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball Corporation | SVP & President, Beverage Packaging North & Central America | 2024–present | Senior executive leadership in manufacturing and commercial operations |
| Ball Corporation | President, Beverage Packaging North & Central America | 2021–2024 | Led regional beverage packaging business |
| Ball Corporation | Chief Commercial & Sustainability Officer | 2019–2021 | Oversaw global commercial strategy and sustainability |
| Ball Corporation | VP, Sustainability & Public Affairs | Prior to 2019 | Corporate sustainability and stakeholder engagement |
| Ball Corporation | VP, Communications & Corporate Relations; Executive Director, Ball Foundation | Prior to 2019 | Corporate relations and philanthropy |
| Ball Aerospace (Ball) | Various leadership roles in marketing & communications | ~11 years (prior period) | Aerospace business communications leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Colorado State University College of Business | Global Leadership Council member | Ongoing | External advisory leadership |
Board Governance
- Independence: Determined independent under NYSE standards and AWI Corporate Governance Principles; nominated via third‑party search firm recommendation .
- Committee assignments: Not listed for Ms. Pitre in the 2025 proxy nominee table; committees for other directors are AC, FC, MDCC, NGSRC; chairs indicated for peers .
- Tenure: Elected in June 2025; board expanded to eight members in October 2025 with addition of Kevin P. Holleran .
- Attendance and engagement: In 2024, the Board met six times; all director nominees who served during 2024 participated in over 75% of Board and committee meetings; all directors except two attended the 2024 Annual Meeting .
- Majority voting policy: Uncontested nominees receiving more “withheld” than “for” votes must tender a resignation; Governance Committee recommends action within 60 days .
- Related‑party transactions: Governance Committee reviews/approves; none requiring disclosure since January 1, 2024 .
- Shareholder engagement: Structured spring/fall outreach; Board Chair and Compensation Chair engaged ahead of June 2024 meeting .
Fixed Compensation
AWI Director Compensation Program (2024):
| Element | Amount | Terms |
|---|---|---|
| Annual Retainer (Cash) | $90,000 [$145,000 Chair] | Paid quarterly, in arrears |
| Annual Retainer (Equity) | $125,000 [$170,000 Chair] | Annual (or pro‑rated) RSUs under 2016 Directors Stock Unit Plan; vest at one‑year anniversary or earlier change in control if serving; deliverable within 60 days of vesting unless deferred; one share per unit; no voting power until delivered; dividend equivalents |
| Committee Chair Fees | $20,000 (AC; MDCC); $15,000 (FC; NGSRC) | Paid quarterly, in arrears |
| Special Assignment Fees | $2,500 per diem [$1,250 <4 hours] | For CEO one‑on‑one, plant visits, other significant activities approved by Board Chair |
Updates effective at 2026 Annual Meeting:
| Element | New Amount | Change |
|---|---|---|
| Annual Retainer (Equity) | $135,000 | Increased from $125,000 |
| Board Chair Retainer | $125,000 total | $65,000 cash + $60,000 equity (prev. $100,000 cash; $170,000 equity overall Chair package adjusted) |
Directors do not receive meeting fees or perquisites; more than half of retainer is equity to align with shareholders .
Performance Compensation
| Feature | Details |
|---|---|
| Options | Not granted to directors |
| RSU Vesting | One‑year anniversary or earlier change in control; deliverable within 60 days unless deferred; dividend equivalents |
| Performance Metrics | None disclosed for director compensation; equity is time‑based RSU retainer |
Other Directorships & Interlocks
| Company | Role | Board/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards (other than AWI) | None disclosed | — | None disclosed in AWI proxy materials |
| Ball Corporation | Senior executive (not director) | — | No related‑party transactions requiring disclosure at AWI since Jan 1, 2024 |
Expertise & Qualifications
- Manufacturing and distribution operations; senior executive leadership in industrials .
- Sustainability strategy and corporate communications .
- Governance profile of nominees includes financial literacy, risk management, and corporate governance skills as sought by AWI’s Governance Committee in board refreshment .
Equity Ownership
| Item | Detail |
|---|---|
| Stock Ownership Guidelines (Directors) | Hold shares equal in value to 3x annual cash retainer; once met, fluctuations are disregarded; waived for shareholder designees |
| Compliance Status (Pitre) | Not disclosed; she was not included in March 31, 2025 directors’ aggregate ownership table |
| RSU Mechanics | Vested RSUs deliver per election (at vest or upon termination); dividend equivalents accrue; no voting until delivery |
Governance Assessment
- Strengths: Independent director selected via robust process using a third‑party search firm; relevant manufacturing/commercial and sustainability expertise; strong RPT oversight with no reportable transactions; majority voting policy supports accountability; shareholder engagement program demonstrates responsiveness .
- Watch items: Committee assignments for Ms. Pitre were not specified in the 2025 proxy nominee table; monitor post‑election committee placement for fit and workload .
- Compensation signal: Director equity retainer increased for 2026, shifting mix further toward equity; aligns incentives but modest pay inflation risk to track over time .
- Shareholder confidence: 2024 Say‑on‑Pay passed (For: 25,500,734; Against: 16,193,247; Abstain: 5,510), indicating adequate investor support for compensation practices at that time .
No legal proceedings, investigations, pledging/hedging, or conflicts related to Ms. Pitre were disclosed in AWI filings reviewed; AWI reports no related‑party transactions within the disclosure threshold since January 1, 2024 .