Kevin Holleran
ARMSTRONG WORLD INDUSTRIESAbout Kevin Holleran
AWI’s 2025, 2024, and 2023 proxy statements do not list a director named Kevin Holleran. The independent director on AWI’s board is Richard D. Holder (age 62; director since 2022), who serves as Chair of the Nominating, Governance & Social Responsibility Committee (NGSRC) and sits on the Audit (AC) and Finance (FC) Committees. The profile below covers Richard D. Holder as the relevant independent director at AWI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loparex, Inc. | Chief Executive Officer | Jan 2024 – present | Senior executive leadership in engineered release liners |
| HZO, Inc. | President & CEO | Jan 2021 – Jan 2024 | Led thin‑film nanocoatings provider |
| NN, Inc. | President & CEO | Jun 2013 – Sep 2019 | Public industrial manufacturing; P&L leadership |
| Eaton Corporation | Various leadership roles | Prior decade+ | Manufacturing/operations leadership |
| Aerospace industry; U.S. Marine Corps | Various | Prior | Operating and leadership experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Enerpac Tool Group Corp. | Director | 2017 – present | Audit Committee member |
| Several private company boards | Director | — | — |
Board Governance
- Independence: Board determined all nominees except the CEO (Victor D. Grizzle) are independent under NYSE and AWI principles; standing committees are fully independent .
- Committee assignments (2025 slate): Holder – AC, FC, NGSRC (Chair) .
- 2024 post‑AGM committee roster: AC (Loughran Chair; Holder; Shurts; Templin); FC (Templin Chair; Holder; Loughran); MDCC (Shurts Chair; Osborne; Thomas); NGSRC (Holder Chair; Loughran; Osborne; Thomas) .
- Attendance: Board met six times in 2024; all director nominees who served in 2024 participated in >75% of Board and committee meetings; all directors except two attended the 2024 Annual Meeting .
- Leadership: Independent Chair (Roy W. Templin); regular executive sessions at Board and committee level .
- Director election (2024 AGM): Holder received 36,965,151 “For”; 4,734,340 “Withheld”; 687,228 broker non‑votes .
Fixed Compensation
Director compensation structure and Holder’s annual compensation by year:
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Retainer (Cash) | $90,000 (Chair $145,000) | $90,000 (Chair $145,000) | $90,000 (Chair $145,000) |
| Annual Retainer (Equity – Director RSUs) | $125,000 (Chair $170,000) | $125,000 (Chair $170,000) | $125,000 (Chair $170,000) |
| Committee Chair Fees | AC/MDCC: $20,000; FC/NGSRC: $15,000 | AC/MDCC: $20,000; FC/NGSRC: $15,000 | AC/MDCC: $20,000; FC/NGSRC: $15,000 |
| Special Assignment Fees | $2,500 per diem ($1,250 <4 hrs) | $2,500 per diem ($1,250 <4 hrs) | $2,500 per diem ($1,250 <4 hrs) |
| Holder – Director Compensation Table | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $48,750 | $105,000 | $105,000 |
| Stock Awards ($) | $125,000 | $125,000 | $125,000 |
| All Other Compensation ($) | $0 | $2,912 | $4,868 |
| Total ($) | $173,750 | $232,912 | $234,868 |
Key terms:
- RSUs vest on one‑year anniversary (or earlier upon change in control if serving); deliverable within 60 days of vest unless deferred; dividend equivalents; no voting rights until delivered .
- No meeting fees or perquisites for directors .
- Stock ownership guideline: 3x annual cash retainer; all current directors have achieved .
Performance Compensation
AWI directors do not receive stock options or PSUs; equity is time‑vested RSUs (no performance metrics). Vesting and grant details:
| Year | RSU Grant (Holder) | Vesting Terms | Notable Timing |
|---|---|---|---|
| 2022 | $125,000 | One‑year cliff (time‑based) | Grant effective first business day post‑AGM; valued at NYSE closing price |
| 2023 | $125,000 | One‑year cliff (time‑based) | Same mechanics |
| 2024 | $125,000 | One‑year cliff (time‑based) | Same mechanics |
Other Directorships & Interlocks
| Company | Relationship to AWI | Potential Conflict Note |
|---|---|---|
| Enerpac Tool Group (industrial tools) – Audit Committee | Unrelated industry; no disclosed transactions with AWI | No related‑party transactions disclosed involving directors since Jan 1, 2024 . |
Expertise & Qualifications
- Former public company CEO (NN, Inc.); senior executive leadership; manufacturing background .
- Board committee leadership (NGSRC Chair) and service on AC and FC (financial oversight exposure) .
Equity Ownership
| Metric | 2023 (as of Mar 31, 2023) | 2024 (as of Mar 31, 2024) | 2025 (as of Mar 31, 2025) |
|---|---|---|---|
| Common Shares | 0 | 0 | 0 |
| Vested Director RSUs | 0 | 1,635 | 3,413 |
| Unvested Director RSUs | 1,635 | 1,778 | 1,107 (vesting Jun 12, 2025) |
| Total Equity Units | 1,635 | 3,413 | 4,520 |
| Total Value | $116,477 (at $71.24) | $423,963 (at $124.22) | $636,778 (at $140.88) |
| Ownership as % of Shares Outstanding | <1% (no individual director ≥1%) | <1% (no individual director ≥1%) | <1% (no individual director ≥1%) |
| Guideline Compliance | Directors achieved 3x cash retainer guideline | Directors achieved 3x cash retainer guideline | Directors achieved 3x cash retainer guideline |
| Pledging/Hedging | Prohibited by Insider Trading Policy (no pledging, no hedging) |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: 25,500,734 “For”; 16,193,247 “Against”; 5,510 “Abstain”; 687,228 broker non‑votes (approx. 61% approval of votes cast) .
- Board response (2024–2025): Extensive outreach; reaffirmed special awards to be rare and performance‑linked if used; enhanced disclosures; 2025 LTIP PSU metrics adjusted (re‑introduced Mineral Fiber Volume, kept Absolute TSR and FCF), reduced maximum PSU payout from 275% to 250%; tightened retirement provision to 60/5 .
Related‑Party Transactions & Conflicts
- Policy: Governance Committee reviews/approves related person transactions; Chair may approve below Item 404 thresholds with disclosure to the Committee .
- Disclosures: No related person transactions since Jan 1, 2024; one 2023 transaction involved an employee related to a former CIO, not directors .
Governance Assessment
- Board effectiveness: Independent Chair; strong committee structure; defined oversight of risk, strategy, succession, and sustainability; fully independent committees; regular executive sessions .
- Director engagement: >75% meeting participation; outreach ahead of AGM and in offseason; responsiveness to investor feedback .
- Alignment and controls: Robust director ownership guidelines; prohibition on pledging/hedging; no options; RSUs time‑based; no perquisites; transparent clawback regime (applies to Section 16 officers; not director equity) .
- RED FLAGS to monitor:
- Elevated “withheld” votes for Holder (4.73M withheld at 2024 AGM) suggest some shareholder opposition—track 2025 election results and rationale .
- 2024 say‑on‑pay approval at ~61% reflects investor concerns about CEO retention grant design—Board’s remedial actions in 2025 are positive, but sustained improvement should be monitored -.
- Overall signal: Governance structures and disclosure quality are strong; committee leadership by Holder (NGSRC Chair) supports board oversight of sustainability and director compensation; no director‑related conflicts disclosed .