William Osborne
ARMSTRONG WORLD INDUSTRIESAbout William H. Osborne
Independent director since 2022; age 65. Former Boeing Senior Vice President overseeing Total Quality and Operations for Boeing Defense, Space & Security (with EHS oversight and factory operations), prior senior leadership at Navistar, and CEO experience at Federal Signal; currently serves on the board of Quaker Houghton, bringing deep manufacturing, operations, and quality expertise to AWI’s board . Determined independent under NYSE rules; one of seven nominees, with board composition targeted for diverse skills and continuous refreshment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boeing Defense, Space & Security | SVP, Total Quality & Operations; member of Boeing Executive Council; chaired Manufacturing Operations Council | May 2020–Oct 2022 | Oversight of EHS and factory operations; enterprise manufacturing leadership |
| The Boeing Company | SVP, Enterprise Operations | May 2018–Apr 2020 | Enterprise-wide operations oversight |
| Navistar International | SVP, Global Manufacturing & Quality | Aug 2013–May 2018 | Manufacturing and quality leadership |
| Navistar International | SVP, Custom Products | May 2011–Aug 2013 | Product line leadership |
| Federal Signal Corporation | President & CEO | Sep 2008–Oct 2010 | Public company CEO, industrial products |
| Ford Motor Company | Early career | Not disclosed | Engineering/operations foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quaker Houghton (NYSE:KWR) | Director | Current | Public company board; committee roles not disclosed in AWI proxy |
Board Governance
- Committee memberships: Management Development & Compensation Committee (MDCC member), Nominating, Governance & Social Responsibility Committee (NGSRC member); not a chair .
- Independence: Independent under NYSE and AWI Corporate Governance Principles; all standing committees are fully independent .
- Attendance and engagement: Board met six times in 2024 (one special meeting); all nominees who served participated in >75% of Board and committee meetings; executive sessions conducted regularly by Board and each committee .
- Committee cadence: Audit (5 meetings), Finance (4), MDCC (7), NGSRC (5), indicating substantial workload for MDCC/NGSRC members .
Fixed Compensation
| Component | Terms/Amounts | 2024 Osborne Actual |
|---|---|---|
| Annual cash retainer | $90,000 paid quarterly (Chair: $145,000) | $90,000 fees earned |
| Committee chair fees | $20,000 (AC; MDCC), $15,000 (FC; NGSRC) | None (not a chair) |
| Meeting/special assignment fees | $2,500 per diem; $1,250 for <4 hours (CEO 1:1s, plant visits, non-scheduled significant activities approved by Chair) | Not disclosed |
| Perquisites | Directors do not receive meeting fees or perquisites | N/A |
| 2024 total director compensation | Fees + equity + dividend equivalents | $216,945 total; $90,000 fees; $125,000 stock awards; $1,945 all other comp (dividend equivalents) |
Performance Compensation
| Equity Instrument | Grant Terms | 2024 Osborne |
|---|---|---|
| Director RSUs (annual retainer equity) | Annual grant under 2016 Directors Stock Unit Plan; vest at one-year anniversary (or earlier upon change in control if serving); deliverable within 60 days of vesting unless deferred; one share per unit; no voting rights until delivered; dividend equivalents accrue | $125,000 grant-date fair value for 2024 annual RSUs |
| Unvested Director RSUs | Vesting date | 1,107 units vest on June 12, 2025 |
MDCC oversight: 2024 AIP metrics (Revenue 30%, Adjusted EBITDA 70%) with targets of $1,352M revenue and $458M adjusted EBITDA; actual AIP results used for payouts were $1,376M revenue (102% → 135% payout) and $478M adjusted EBITDA (104% → 168% payout), producing a 158% company payout factor; AIP payouts capped at 200% . LTIP (executives): PSUs tied to Absolute TSR (60%), adjusted FCF (25%), Mineral Fiber adjusted EBITDA (15%) for 2024–2026, with 50–275% payout scale; TSR starting price $120.47 and target 10% annualized TSR; detailed targets/payout scales disclosed for each metric . Shareholder feedback led to 2025 PSU metric change (reinstating Mineral Fiber Volume), and reduced maximum PSU payout to 250% .
Other Directorships & Interlocks
- Current public boards: Quaker Houghton (KWR) .
- Compensation committee interlocks and insider participation: None of AWI MDCC members have served as AWI officers or had relationships requiring disclosure; no interlocks disclosed .
- Related person transactions: None since January 1, 2024 .
Expertise & Qualifications
- Deep manufacturing and quality control leadership; EHS oversight; factory operations .
- Public company CEO experience (Federal Signal); senior operations leadership (Boeing, Navistar) .
- Board-level experience with industrials (Quaker Houghton), aligned with AWI’s manufacturing footprint .
Equity Ownership
| Holder | Common Shares | Vested Director RSUs | Unvested Director RSUs | Total Equity Units | Total Value |
|---|---|---|---|---|---|
| William H. Osborne | 3,207 | 0 | 1,107 (vest 6/12/2025) | 4,314 | $607,756 (at $140.88 close on 3/31/2025) |
- Stock ownership guidelines: Directors must hold shares equal to 3× annual cash retainer; all current directors have achieved the requirement; guidelines ignore subsequent price fluctuations once achieved .
- Dividend equivalents accrue on Director RSUs; not included in stated total value; Osborne’s 2024 dividend equivalents were $1,945 .
Governance Assessment
- Strengths: Independent director with heavy operations/manufacturing and EHS credentials; sits on MDCC and NGSRC—key governance and compensation oversight roles; >75% attendance; equity-heavy director compensation (more than half in stock) and achieved ownership guideline, aligning incentives to shareholder value; robust insider trading policy prohibits hedging, short sales, and pledging, supporting alignment and risk control .
- Shareholder sentiment signal: 2024 say‑on‑pay approval was 61%, driven primarily by a one‑time CEO retention grant without performance metrics; Board/MDCC conducted expanded outreach and committed to limit off‑cycle awards and consider performance conditions if used—positive responsiveness, but continued monitoring warranted given MDCC membership .
- Conflicts/related-party exposure: No related person transactions; MDCC interlocks absent; external board at Quaker Houghton not identified as a customer/supplier to AWI in proxy—no disclosed conflict .
- Board refreshment/tenure: No term limits/mandatory retirement age; Board uses annual evaluations and external advisor peer reviews—mitigates entrenchment risk but merits ongoing scrutiny .
- Overall: Governance profile is solid with strong committee engagement and alignment; key watchpoint is MDCC oversight of special awards and continued responsiveness to shareholder pay concerns .