Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2022, Armstrong World Industries, Inc. (the “Company”) announced
that Christopher P. Calzaretta, the Company’s Vice President, Finance, has been
appointed to succeed Brian L. MacNeal as the Company’s Senior Vice President and
Chief Financial Officer, effective August 1, 2022. Mr. MacNeal will continue to
serve as Senior Vice President and Chief Financial Officer with the Company
through August 1, 2022, and will continue as an employee of the Company through
September 1, 2022 to assist with the transition to Mr. Calzaretta.
Christopher P. Calzaretta, age 46, has served as the Company’s Vice President,
Finance since January 2018. Prior to joining the Company, Mr. Calzaretta served
in various finance-based positions with E.I. DuPont de Nemours and Company, a
chemical company, since 2007, including as Global Finance Manager with DuPont
Strategic Initiatives from 2016 to 2018.
In connection with Mr. Calzaretta’s appointment as the Company’s Senior Vice
President and Chief Financial Officer, Mr. Calzaretta will be entitled to the
following:
•
Annual base salary of $425,000.
•
Participation in the Company’s Annual Incentive Plan with a target bonus for
fiscal year 2023 of 60% of annual base salary.
•
Participation in the Company’s Equity and Cash Incentive Plan (“ECIP”), subject
to the approval of the ECIP at the 2022 Annual Meeting of Shareholders, with a
grant to be made with a total value of 110% of annual base salary and a grant to
be made with a total value of $200,000, in each case consisting of
Performance-based Restricted Stock Units which vest on the third grant date
anniversary subject to the achievement of certain performance measures in each
of the three years in the term.
•
Participation in all general employee benefit plans and programs as well as
participation in any plans and programs for executives.
Mr. Calzaretta will also be eligible to receive separation agreements and
indemnification agreements with the Company in forms previously approved by the
Board of Directors of the Company.
Item 7.01 Regulation FD Disclosure.
On June 14, 2022, the Company issued a press release announcing the appointment
of Mr. Calzaretta as Senior Vice President and Chief Financial Officer. A copy
of this press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933,
except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Armstrong World Industries, Inc. dated June 14, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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