Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Officers
In connection with the Companys
March 6, 2017 announcement that it is combining its commercial and residential go-to-market structure and related operations (the Realignment), the Companys Board of Directors (the Board) approved the appointment
and designation of Brent A. Flaharty as Senior Vice President, North America Sales, with responsibility for sales and sales operations, effective March 6, 2017. In addition, also effective March 6, 2017, Joseph N. Bondi will
transition from Senior Vice President and North America Residential to Senior Vice President and Chief Product Officer, with responsibility for research and development, design, resilient and wood product management, marketing, customer service and
pricing, and Dominic C. Rice will transition from Senior Vice President and Commercial to Senior Vice President, Global Operations and Manufacturing with responsibility for resilient and wood manufacturing, environmental, health and safety,
engineering, procurement, demand and supply planning, and the Companys Pacific Rim businesses. Biographical information for Messrs. Bondi and Rice can be found in Part III, Item 10 of the Companys Form 10-K filed with the U.S.
Securities and Exchange Commission (SEC) on March 6, 2017. Biographical information for Mr. Flaharty is set forth below:
Brent A.
Flaharty, 44, Senior Vice President, North America Sales, joined the Company in December 2016 as Vice President, Residential Sales. Prior to joining the Company, Mr. Flaharty served as Chief Revenue Officer of Mag Instrument, Inc. (Maglite
®
) (2016), Chief Marketing Officer of Exemplis Corporation (2015 2016), and Vice President and Business Leader, North America, of Masonite International Corporation (2012 2015). From
1997 to 2012, Mr. Flaharty served in various strategic, business development, sales, and marketing capacities for Stanley Black and Decker, Inc.
The
Company will enter into a Change in Control Severance Agreement with Mr. Flaharty in substantially the same form as the form disclosed as Exhibit 99.1 of the Form 8-K filed by the Company with the SEC on September 2, 2016.
Also as a result of the Realignment, Charles E. Grogan, Senior Vice President, Operations will be departing the Company following a brief transition.
Clawback Policy
On March 3, 2017, the
Companys Board adopted the Armstrong Flooring, Inc. Recoupment Policy (the Clawback Policy).
Pursuant to the Clawback Policy, in the
event of a material restatement of the Companys financial results, the Board, the Boards Compensation Committee or another Board committee may, to the extent permitted by applicable law and as the Board or a committee may in its sole
discretion deem appropriate and in the best interests of the Company, seek the recoupment or forfeiture of any incentive-based compensation paid or awarded to current and former executive officers and any other officer of the Company who engaged in
fraud, negligence or other misconduct that resulted in the restatement in excess of the amount that would have been paid or awarded to the officer under the Companys restated financial statements. The Clawback Policy includes a look-back
period of three years preceding the payment or award, as applicable, of the incentive compensation unless the restatement resulted from fraud or misconduct by the recipient officer, in which case the three-year look back period would not apply. The
foregoing description of the Clawback Policy is qualified in its entirety by reference to the full text of the Clawback Policy, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.