Richard Holder
ARMSTRONG WORLD INDUSTRIESAbout Richard D. Holder
Richard D. Holder (age 62) has served as an independent director of Armstrong World Industries (AWI) since 2022. He is CEO of Loparex, Inc. (since January 2024), previously served as President & CEO of HZO, Inc. (Jan 2021–Jan 2024) and NN, Inc. (Jun 2013–Sep 2019), held senior leadership roles at Eaton Corporation, and is a U.S. Marine Corps veteran; he also serves on the board of Enerpac Tool Group Corp. as an Audit Committee member . AWI’s proxy confirms his independence status and current committee roles (Audit, Finance, and Chair of Nominating, Governance & Social Responsibility) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loparex, Inc. | Chief Executive Officer | Jan 2024–present | Material science and industrial manufacturing leadership |
| HZO, Inc. | President & CEO | Jan 2021–Jan 2024 | Thin-film nanocoatings for electronics; operating leadership |
| NN, Inc. | President & CEO | Jun 2013–Sep 2019 | Public diversified industrial; turnaround/execution experience |
| Eaton Corporation | Senior leadership roles | 10+ years (dates not specified) | Aerospace and industrial; operating expertise |
| U.S. Marine Corps | Veteran | — | Leadership/discipline credentials |
External Roles
| Organization | Role | Tenure | Committee / Governance Role |
|---|---|---|---|
| Enerpac Tool Group Corp. | Director | Current | Audit Committee member |
| Various private companies | Director | Current | Board member (several) |
Board Governance
- Committee assignments: Audit Committee member; Finance Committee member; Chair, Nominating, Governance & Social Responsibility Committee (NGSRC) .
- Meeting cadence and attendance: Board met 6 times in 2024; Audit met 5; Finance met 4; NGSRC met 5. All director nominees who served in 2024 participated in over 75% of Board and committee meetings (AWI expects annual meeting attendance; two directors were absent in 2024, not specified) .
- Independence: Confirmed under NYSE standards and AWI’s Corporate Governance Principles .
- Governance scope (NGSRC): Monitors independence; recommends committee appointments; oversees director compensation; reviews sustainability/CSR disclosures; approves related party transactions; leads director education and board/committee self-evaluations .
- Policies reinforcing board effectiveness: Majority Voting Policy in uncontested elections; structured committee charters; director education; clear governance documents publicly available .
Fixed Compensation (Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard nonemployee director cash retainer |
| Committee chair fee (NGSRC Chair) | $15,000 | Chair fee under director program |
| Total cash fees earned | $105,000 | Matches Director Compensation Table for 2024 |
| Annual equity retainer (Director RSUs) | $125,000 | Granted under 2016 Directors Stock Unit Plan; annual/pro-rated; 1-year vest; dividend equivalents; no voting until delivery |
| All other compensation (dividend equivalents) | $4,868 | Cash dividend equivalents on vested/undistributed units |
| Total 2024 compensation | $234,868 | Sum of cash, stock award grant-date fair value, other |
Program terms:
- Chair cash/equity retainers: $145,000 cash, $170,000 equity (for Board Chair; not applicable to Holder) .
- Committee chair fees: $20,000 (Audit; Compensation); $15,000 (Finance; NGSRC) .
- No meeting fees/perquisites; special assignment fees possible ($2,500/day, $1,250 <4 hrs) when approved by Chair .
Performance Compensation
Directors are not paid based on performance metrics; equity awards are time-based RSUs under the Directors Stock Unit Plans (no options, no performance-based vesting) .
RSU grant and vesting details:
| Grant Year | Units (Unvested as of 3/31/2025) | Vest Date | Deliverability | Dividend Equivalents | Voting Rights |
|---|---|---|---|---|---|
| 2024 | 1,107 | June 12, 2025 | Deliverable within 60 days of vest unless deferred; also upon death/disability or Change in Control | Yes (on director RSUs) | No voting until delivered |
Annual grant timing & valuation:
- Effective the first business day after the Annual Meeting; units determined using NYSE closing price on grant date; settled one-for-one in common stock at delivery .
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Enerpac Tool Group Corp. | Director | Audit Committee | No AWI-related person transactions disclosed since Jan 1, 2024; Governance Committee reviews/approves any related party transactions . |
- Board service limits: Directors fully employed should serve on no more than two other public company boards; others no more than four—supports bandwidth and engagement .
Expertise & Qualifications
- Senior executive leadership (public company CEO within past 5 years), manufacturing/operations, financial literacy, capital markets, M&A, risk management, corporate governance; biography highlights extensive operating experience including material science and aerospace exposure .
Equity Ownership
| Holder | Common Shares | Vested Director RSUs | Unvested Director RSUs | Total Equity Units | Total Value (@ $140.88) |
|---|---|---|---|---|---|
| Richard D. Holder | 0 | 3,413 | 1,107 (vest 6/12/2025) | 4,520 | $636,778 |
Beneficial ownership summary (SEC definition as of 3/31/2025):
- Beneficially owned common shares: 0; RSUs (not voting, not acquirable within 60 days if deferred) total 4,520; total common + RSUs/unvested options: 4,520; no individual director/EO owns ≥1% of outstanding shares .
- Stock ownership guidelines: Directors must hold shares equal to 3× annual cash retainer; all current directors have achieved the requirement (AWI policy disregards subsequent price fluctuations once met) .
- Hedging/pledging: Prohibited for directors and senior management; also bans short sales, derivatives, margin accounts, and pledges—reduces misalignment risk .
Governance Assessment
- Board effectiveness and engagement: Holder chairs NGSRC, which controls independence checks, director compensation oversight, sustainability/CSR reporting, director education, and related party approvals—this is a strong governance signal and central to conflict monitoring .
- Independence and attendance: Independent under NYSE/AWI standards; all director nominees met >75% attendance thresholds in 2024, supporting engagement; committee meeting cadence (Audit 5; Finance 4; NGSRC 5) indicates active oversight .
- Pay alignment: Director pay is majority equity via RSUs, with clear vesting/delivery controls and dividend equivalents; no options or meeting fees; chair fee attribution matches his NGSRC leadership role (cash total $105k; stock $125k; total $234,868) .
- Ownership alignment: While common shares are 0, RSUs vesting/delivery framework and achievement of 3× retainer ownership guideline for all directors mitigate alignment concerns; prohibition on hedging/pledging further strengthens investor alignment .
- Conflicts/related parties: Governance Committee explicitly reviews related party transactions; none disclosed since Jan 1, 2024; policy and majority voting framework reduce governance risk and improve accountability .
RED FLAGS
- None identified in AWI’s 2025 proxy regarding Holder: no related-party transactions; no hedging/pledging; no options/repricings; attendance thresholds met; independence maintained .