| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
(b) On January 4, 2019, Ronald D. Ford resigned as Senior Vice President and Chief Financial Officer of Armstrong Flooring, Inc. (the “Company”), effective immediately. In connection with Mr. Ford’s resignation, the Company entered into a separation agreement and release under which Mr. Ford agreed to a general release of claims in favor of the Company. In exchange for this release, the Company has agreed to pay Mr. Ford a lump sum cash payment of $100,000 within 3 days of his execution of the separation agreement, and a lump sum cash payment of $1,115,295 on or within 10 days following his execution of a supplemental release. Mr. Ford will be eligible to receive a bonus under the Company’s 2018 Annual Incentive Plan based on actual achievement of the corporate performance metrics for 2018, and a prorated bonus under the Company’s 2019 Annual Incentive Plan based on actual achievement of the corporate performance metrics for 2019. The vesting of 17,058 of Mr. Ford’s Restricted Stock Units will be accelerated and 38,406 of Mr. Ford’s Performance Stock Units will remain eligible to vest based on satisfaction of the applicable company performance metrics.
(c) On January 10, 2019, the Company announced the appointment of Douglas B. Bingham, age 42, to the position of Senior Vice President, Chief Financial Officer and Treasurer, effective as of January 4, 2019. Mr. Bingham will have oversight of global finance, treasury, investor relations and accounting functions and will report to Donald R. Maier, the Company’s President and Chief Executive Officer. Mr. Bingham will serve as the Company’s principal financial officer.
Mr. Bingham has served as the Company’s Vice President, Treasury and Investor Relations since the Company’s separation from Armstrong World Industries, Inc. (“AWI”) on April 1, 2016 (the “Separation”). Prior to the Separation, he served as AWI’s Director, Treasury and Risk Management since 2014 and as General Manager, Finance, Building Products, Asia Pacific, from 2011 to 2014. He joined AWI in 2007. He earned a bachelor’s degree in economics and biology from Cornell University, Ithaca, NY, and earned an MBA with honors from the University of Chicago Booth School of Business, Chicago, IL.
There are no familial relationships between Mr. Bingham and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company, nor does Mr. Bingham hold any directorships with any other public or investment company. Additionally, there have been no transactions since the beginning of the Company’s fiscal year in which Mr. Bingham, or his immediate family members, had or will have a direct or indirect material interest.
In connection with his appointment as Senior Vice President, Chief Financial Officer and Treasurer, and effective as of January 4, 2019, Mr. Bingham will:
| | • | | receive an annualized base salary of $300,000, prorated for service during 2019; |
| | • | | be eligible to earn an annual incentive target bonus award opportunity of 55% of his annual base salary under the Company’s Annual Incentive Program, prorated for service during 2019; |
| | • | | based on performance measures approved by the Management Development and Compensation Committee of the Board of Directors and subject to adjustment based on performance |
| | • | | be eligible to participate in the Company’s 2016 Long-term Incentive Plan (“LTIP”), as amended and restated, with a targeted award value of up to 75% of his annual base salary; |
| | • | | enter into the Company’s standard form of Change in Control and Severance Agreement and Indemnification Agreement; and |
| | • | | be eligible to participate in the Company’s Severance Pay Plan for Executive Employees. |
