Donald Maier

About Donald R. Maier

Independent director since 2019 (age 60). Former President & CEO of Armstrong Flooring (2016–2019), with prior leadership roles at Armstrong World Industries (EVP/CEO Flooring Products; SVP Global Operations Excellence), Senior Advisor at TPG Capital, and earlier senior roles at Hillenbrand/Hill‑Rom/Batesville. Education: BS in Engineering (The Ohio State University) and MBA (Xavier University). Currently works as an independent executive services consultant (clients include Chobani and previously Alto Pharmacy). Core credentials: manufacturing/operations, CEO experience, corporate governance in building products.

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles

  • Compensation & Management Development Committee: Chair (members: Davis, Lippert, Waltz, Maier). Committee oversees executive pay, performance, development, and succession planning. All members are NYSE‑independent and Rule 16b‑3 non‑employee directors.
  • Nominating & Corporate Governance Committee: Member (all directors other than the CEO serve; Chair is Susan Davis).
  • Audit Committee: Not a member (Audit members are Hughes, Shah, Singhi, Stevens (Chair)).

• Independence, attendance, and engagement

  • The Board affirmatively determined Maier is independent; no material relationships; no “related person” transactions in the fiscal year.
  • FY2024 meeting cadence: Board met 11 times; Compensation Committee 5; Nominating & Governance 3; Audit 4; independent directors held 5 executive sessions. All directors attended >75% of their meetings and the 2024 stockholders’ meeting.

• Board structure context

  • Lead Independent Director: Susan F. Davis.
  • Corporate Governance Guidelines include annual CEO review, annual board/committee self‑assessment, and required independent composition for key committees.

Fixed Compensation (Director)

• NX director pay structure (non‑employee):

  • Board retainer: $70,000/year (cash).
  • Committee member retainer: $10,000/year per committee.
  • Committee chair fees: Audit $20,000; Compensation $15,000; Nominating & Governance $15,000 (each paid in lieu of member fee).
  • Lead Director fee: $25,000/year.
  • Optional cash deferral via the Deferred Compensation Plan with notional investment choices (including company stock units).

• FY2024 amounts for Donald Maier (as reported): | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $94,375 | | All Other Compensation (primarily dividends on phantom/RSU units) | $7,956 | | Total Cash/Other | $102,331 |

Notes: Non‑employee directors may defer cash under the DC Plan; no above‑market earnings; no meeting fees reported.

Performance Compensation (Director equity)

• Annual RSU retainer: $105,000 grant value each fiscal year; vests immediately; payment generally deferred per stock ownership guideline status and Section 409A elections. No stock option grants to directors in FY2024.
• FY2024 (Maier): | Grant/Status | Detail | |---|---| | RSU grant (11/1/2023) — grant date fair value | $99,992 | | Total RSUs outstanding (as of 10/31/2024) | 24,864 units |

Vesting/deferral mechanics: Annual RSUs vest at grant; settlement timing depends on whether the director meets ownership guidelines (meeting guidelines allows elective earlier settlement; otherwise deferred until separation; change‑in‑control accelerates per plan).

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Maier.
• Prior public company directorships: Armstrong Flooring (2016–2019).
• Compensation committee interlocks: None — NX discloses no interlocks/insider participation.

Expertise & Qualifications

• CEO experience (Armstrong Flooring), deep manufacturing/operations, strategy implementation, building products expertise; corporate governance experience as a public company CEO/director.
• Education: BS Engineering (Ohio State), MBA (Xavier).

Equity Ownership

As of Record Date (January 8, 2025):

Stock ownership guidelines for directors: minimum 500% of annual Board retainer, accumulable over first five years; the proxy does not disclose individual compliance status.

Governance Assessment

Strengths

• Independent director; no related‑party transactions; Board confirmed independence and absence of material relationships.
• Chairs the Compensation & Management Development Committee; committee uses an independent advisor (FW Cook), with independence affirmed by the committee; robust processes (peer benchmarking, metric rigor).
• Clear pay‑for‑performance framework overseen by his committee: FY2024 AIA metrics (Revenue 20%, Adjusted EBITDA 35%, Adjusted EBITDA Margin 35%, Working Capital % Sales 10%); LTI focused on RONA and Absolute TSR; 2025 design updated for Tyman synergy execution (adding synergy targets to AIA; adding EPS weighting to LTI with RONA modifier).
• Strong shareholder support on Say‑on‑Pay (94.4% approval in 2024).
• Policy safeguards: robust clawbacks (including NYSE‑compliant restatement clawback adopted Oct 2023), prohibition on hedging/pledging, executive stock ownership guidelines.

Watch items

• Ownership alignment optics: beneficial ownership table shows no common shares owned of record and holdings exclusively in RSU/stock unit equivalents (28,464 units). The proxy does not state whether Maier has met the 500% retainer ownership guideline; absence of disclosed common share ownership may attract scrutiny on “skin‑in‑the‑game,” albeit RSUs/units count toward share equivalents under guidelines.
• Committee workload and strategic complexity: as Compensation Chair during the Tyman integration, ongoing changes to peer group and incentive design warrant continued monitoring of metric rigor and target setting.

Appendix: Board and Committee Activity Snapshot (FY2024)

• Board: 11 meetings; Compensation Committee: 5; Nominating & Governance: 3; Audit: 4; independent directors held 5 executive sessions; all directors >75% attendance and attended the 2024 stockholders’ meeting.