Wayne Shurts
ARMSTRONG WORLD INDUSTRIESAbout Wayne R. Shurts
Independent director of Armstrong World Industries (AWI) since 2019; age 65 as of March 31, 2025; former EVP & Chief Technology Officer at Sysco (2012–Feb 2019), EVP & CIO at SUPERVALU (2010–2012), and CIO at Cadbury PLC (2008–2010), with earlier multi-functional roles at Nabisco (finance, sales, supply chain, marketing, technology) . He is currently independent under NYSE and AWI Corporate Governance Principles and serves as Chair of the Management Development & Compensation Committee (MDCC) and member of the Audit Committee (AC), bringing deep technology and transformation expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sysco Corporation | EVP & Chief Technology Officer | 2012 – Feb 2019 | Led enterprise technology; public company CTO experience |
| SUPERVALU | EVP & Chief Information Officer | 2010 – 2012 | CIO at U.S. grocery retailer/wholesaler |
| Cadbury PLC | Chief Information Officer | 2008 – 2010 | CIO at multinational confectionery company |
| Nabisco | Various roles (finance, sales, supply chain, marketing, technology) | Prior to 2008 | Broad operating and tech background across functions |
| Con-Way Inc. | Director; technology expert | 2015 – acquisition by XPO Logistics in 2015 | Served on Audit and Nominating & Governance Committees |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Stater Bros. Markets | Director | Private | Audit Committee |
| Current public company boards | None disclosed | — | — |
Board Governance
- Committee assignments: Audit Committee member; Management Development & Compensation Committee Chair (MDCC) .
- Independence: Board determined Wayne (and all nominees except the CEO) are independent under NYSE and AWI principles; all standing committees are fully independent .
- Attendance: All directors who served in 2024 participated in over 75% of Board and committee meetings; Board held 6 meetings (one special); AC met 5 times; MDCC met 7 times (two special); Governance Committee met 5 times; Finance Committee met 4 times (two special) .
- Engagement: As MDCC Chair, Wayne co-led shareholder outreach around say‑on‑pay, including Spring and Fall 2024 engagements and co-signed the Chair/MDCC letter to shareholders .
Fixed Compensation (Director)
| Element | AWI Program Terms (2024) | Wayne Shurts – 2024 |
|---|---|---|
| Annual Retainer (Cash) | $90,000; $145,000 for Board Chair; paid quarterly in arrears | $110,000 (includes $20,000 MDCC Chair fee) |
| Committee Chair Fees | $20,000 (AC; MDCC); $15,000 (FC; NGSRC); paid quarterly in arrears | Included above ($20,000 for MDCC) |
| Meeting Fees | None (no per‑meeting fees) | None |
| Special Assignment Fees | $2,500 per diem ($1,250 < 4 hours), as approved | Not disclosed |
| Equity Retainer (Director RSUs) | $125,000; $170,000 for Board Chair; annual grant; one‑year vest; deliverable within 60 days unless deferred; dividend equivalents; no voting until delivery | $125,000 (stock awards; ASC 718 grant date value) |
| Options | Directors do not receive stock options | None |
| All Other Compensation | Dividend equivalents on vested/undistributed units and distributed shares | $1,945 |
| Total (Cash + Equity + Other) | — | $236,945 (cash $110,000 + stock awards $125,000 + other $1,945) |
Performance Compensation (Director)
- Structure: Director equity is time‑based RSUs (annual retainer), vesting at one year or earlier upon change in control if serving; deliverable within 60 days unless deferred; accrues dividend equivalents; no voting until delivery .
- No performance‑based awards for directors: No stock options and no PSUs are granted to directors; no performance metrics apply to director compensation .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member of the MDCC has ever been an officer/employee of AWI or had relationships requiring disclosure .
- Related‑party transactions: Governance Committee reviews related‑party transactions; none since January 1, 2024 meet disclosure thresholds .
Expertise & Qualifications
- Core expertise: Senior technology leadership and CIO experience across large public companies (Sysco, SUPERVALU, Cadbury), with transformation focus and applying technology to improve business processes .
- Financial literacy: All AC members meet NYSE/SEC financial literacy requirements; AC includes designated “financial experts” (not Wayne), but Wayne meets literacy standard as a member .
- Board skills framework: AWI emphasizes skills including Technology, Cybersecurity, Risk Management, Capital Markets, and Corporate Governance among nominees; Wayne contributes technology depth aligned to this matrix .
- Cybersecurity oversight: Board (with AC responsibility for incident process/materiality assessment) receives semi‑annual CIO updates; Wayne participates via AC .
Equity Ownership
| Holder | Common Shares | Vested Director RSUs | Unvested Director RSUs | Total Equity Units | Total Value (at $140.88 on 3/31/2025) |
|---|---|---|---|---|---|
| Wayne R. Shurts | 6,945 | 0 (vested RSUs deferred, not listed as vested) | 1,107 (vesting June 12, 2025) | 8,052 | $1,134,366 |
- Beneficial ownership: Wayne beneficially owns 6,945 common shares; directors and officers as a group own ~1% of outstanding, and no individual director or officer owns 1% or more .
- Director stock ownership guidelines: Directors must hold shares equal to 3x annual cash retainer; all current directors have achieved this requirement .
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, derivatives, margin accounts, or pledging AWI stock .
Governance Assessment
- Board effectiveness: Independent director; dual service on AC and chairing MDCC provides strong oversight of financial reporting and executive pay; attendance standards met and committee activity robust in 2024 (AC 5x; MDCC 7x), supporting engaged governance .
- Shareholder alignment: Director pay mix is majority equity via RSUs and subject to ownership guidelines (3x retainer), improving skin‑in‑the‑game; no options or per‑meeting fees; dividend equivalents align economics with shareholders .
- Signals/engagement: As MDCC Chair, Wayne co-led shareholder outreach after a low say‑on‑pay outcome (61% support in 2024), and co-signed the letter explaining rationale and changes; MDCC committed that special off‑cycle awards will be rare and consider adding performance metrics if used .
- Program improvements: For 2025 LTIP, MDCC reduced weighted PSU maximum from 275% to 250%, modified retirement provision (60/5), and updated PSU metrics (reintroducing Mineral Fiber Volume alongside Absolute TSR and FCF), reflecting responsiveness to investor feedback and discipline on pay leverage .
- Conflicts/red flags: No related‑party transactions; MDCC interlocks none; prohibitions on hedging/pledging; however, the 2024 say‑on‑pay at 61% reflects investor concern about a 2023 CEO retention grant without performance criteria—engagement and subsequent design changes partially mitigate this governance risk .
Overall, Wayne Shurts’ independent status, committee leadership (MDCC Chair) and technology background bolster AWI’s board oversight on compensation and risk. The 2024 say‑on‑pay result is a cautionary signal; his role in outreach and tightening LTIP features in 2025 supports improving investor confidence .