AFI Armstrong Flooring Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2022, the Board of Directors (the “Board”) of Armstrong Flooring, Inc. (the “Company”) approved certain modifications to the incentive program for certain key employees, including the Company’s named executive officers.

The Board approved the (i) accelerated payment of certain outstanding long-term cash incentive compensation opportunities and (ii) prepayment of 25% of each named executive officer’s target 2022 annual and long-term incentive compensation. Such amounts must generally be repaid by the named executive officer if he or she voluntarily resigns employment or is terminated for cause prior to periodic vesting dates (which continue through June 30, 2023). Any remaining repayment obligation will lapse upon the consummation of a sale of the Company.

In addition, in lieu of the remainder of each named executive officer’s 2022 annual and long-term incentive opportunities, he or she may earn an incentive bonus equal to 75% of his or her target 2022 annual incentive and 25% of his or her 2022 target long-term incentive award upon a consummation of a sale of the Company and, in the case of the portion of the bonus replacing his or her annual incentive opportunity, subject to the achievement of certain performance metrics established by the Management Development and Compensation Committee of the Board.

The foregoing summary of the material terms of the modifications to the incentive program does not purport to be complete and is subject to, and qualified in its entirety by reference to, the form agreement to be filed by the Company with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.