Roy Templin
ARMSTRONG WORLD INDUSTRIESAbout Roy W. Templin
Independent Board Chair of Armstrong World Industries (AWI); age 64; director since 2016. Former EVP & CFO of Whirlpool Corporation and Chair of Con-Way Incorporated; designated Audit Committee Financial Expert. Re-elected Chair immediately upon director re-election at the 2024 Annual Meeting and continues as Chair subject to 2025 re-election; independence affirmed under NYSE and AWI principles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation | EVP & CFO; VP & Controller | 2004–2012; 2003–2004 | Led finance for multinational manufacturer; M&A, risk management and strategic planning experience |
| Con-Way Incorporated | Chair of the Board | 2014–2015 | Led board through sale to XPO Logistics; logistics/operations oversight |
| Kimball International | VP Finance & Chief Accounting Officer | Prior to Whirlpool | Corporate finance leadership in manufacturing |
| Goldman Sachs Mutual Funds | Board of Trustees | 2013–2022 | Oversight of investment funds; governance and risk oversight |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| Public company boards | — | None disclosed | No current public-company directorships disclosed for Templin |
| Goldman Sachs Mutual Funds | Board of Trustees | Former (2013–2022) | Prior non-operating fund board role |
Board Governance
| Item | Detail |
|---|---|
| Board leadership | Independent Chair separate from CEO since 2010; Chair oversees board agendas, CEO evaluation and succession planning, and presides over executive sessions |
| Independence | Board determined Templin and all non-CEO nominees are independent under NYSE and AWI principles |
| Committee assignments | Audit Committee member; Finance Committee Chair; Board Chair |
| Audit Committee expertise | Templin designated as “Audit Committee Financial Expert” under Exchange Act |
| Meetings/attendance | Board met 6 times (one special) in 2024; Audit 5; Finance 4 (two special); Compensation 7 (two special); Governance 5; all director nominees serving in 2024 participated in over 75% of Board and applicable committee meetings |
| Annual meeting attendance | All Board members except two directors attended the 2024 Annual Meeting |
| Related party transactions | None since Jan 1, 2024; Governance Committee reviews/approves any related person transactions |
| Majority voting policy | Resignation required if “withheld” votes exceed “for” in uncontested elections; defined review/disclosure process |
Fixed Compensation (Director)
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (Chair) | $145,000 | Paid quarterly in arrears |
| Committee chair fee (Finance) | $15,000 | Paid quarterly in arrears |
| Meeting fees | None | No regular meeting fees/perquisites for directors |
| Special assignment fee | $2,500 per diem ($1,250 <4 hours) | For approved plant visits/CEO 1:1/other significant activities |
| 2024 cash received (Templin) | $160,000 | Fees Earned or Paid in Cash |
Performance Compensation (Director)
| Equity Element | 2024 Value | Structure/Key Terms | Vesting/Delivery |
|---|---|---|---|
| Annual RSU retainer (Chair) | $170,000 | Director RSUs under 2016 Directors Stock Unit Plan; dividend equivalents; no voting rights until delivered | Vest at 1-year anniversary (or earlier on change-in-control if serving); deliver within 60 days unless deferred |
| 2024 stock awards (Templin) | $170,000 | Aggregate grant-date fair value per ASC 718 | As above |
| Options | — | Directors do not receive options | |
| Unvested director RSUs (Templin) | 1,506 units | Director RSUs scheduled to vest June 12, 2025 (Chair allocation) | Vest June 12, 2025 |
Directors’ equity is time-based; no performance-conditioned director equity. Clawbacks apply to incentive compensation per AWI policies; hedging/pledging prohibited.
Other Directorships & Interlocks
| Person | External Public Boards | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Roy W. Templin | None disclosed | — | No shared public boards with AWI competitors/suppliers/customers disclosed |
Expertise & Qualifications
- Senior finance executive with manufacturing and capital markets experience (Whirlpool CFO; Kimball CAO); former chair in logistics sector; designated Audit Committee Financial Expert; skills include M&A, risk management, governance and strategic planning .
- Committee leadership and financial oversight: Finance Committee Chair oversees capital structure, capex, dividends, and transaction financial terms; Audit Committee member contributes to financial reporting integrity and compliance .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares owned (Templin) | 16,246 |
| Vested director RSUs | — (vested RSUs for directors are held/delivered per plan elections) |
| Unvested director RSUs | 1,506 |
| Total equity (shares + RSUs) | 17,752 |
| Total value (at $140.88 on 3/31/2025) | $2,500,902 |
| Ownership guideline | 3x annual cash retainer; all current directors have achieved guideline |
| Shares outstanding (3/31/2025) | 43,424,918 |
| Approx. ownership % of outstanding | ~0.04% (16,246 ÷ 43,424,918) |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Strengths: Independent Chair; split Chair/CEO; robust committee engagement; Templin is AC Financial Expert; majority voting policy; no related-party transactions; director stock ownership guidelines achieved; prohibition on hedging/pledging; formal ERM and cybersecurity oversight .
- Shareholder engagement: Templin co-led targeted outreach after a 61% 2024 say-on-pay approval; Board responded with enhanced disclosures, reaffirmed rarity of special awards, and LTIP changes (2025 PSU max reduced to 250% and metric mix adjusted) .
- Compensation governance: Templin is not on the Compensation Committee; committee interlocks/insider participation none; Governance Committee sets director pay and may use an independent consultant .
- Watch items: 2023 CEO retention grant (time-based RSUs without performance metrics) drew investor criticism; Board indicates special awards will be rare and consider performance conditions if used in future—monitor 2025+ adherence and say-on-pay trajectory .