Andrew B. Cogan
AMERICAN WOODMARKAbout Andrew B. Cogan
Independent director of American Woodmark (AMWD), age 62, serving since 2009 (≈16 years of board tenure as of FY2025). Former CEO/Chairman of Knoll (public) and current CEO of Sonneman – A Way of Light (private), bringing 25+ years of manufacturing leadership with emphasis in design and marketing. Classified as independent under NASDAQ rules; attended ≥75% of board/committee meetings in FY2025; stands for election at the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knoll, Inc. (public) | Chairman & CEO; President & CEO; CEO; Director | CEO/Chairman May 2018–Jul 2021; President & CEO May 2016–May 2018; CEO Apr 2001–May 2016; Director 1996–Jul 2021 | Led public company; extensive design/marketing leadership, provides valuable perspective to AMWD board. |
| Interface, Inc. (public) | Director | 2013–Feb 2020 | Building products industry experience; finance/operations background on peer board. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sonneman – A Way of Light (private) | Chief Executive Officer; Director | CEO since Mar 2022; Director since Sep 2021 | Contemporary lighting design/manufacturing leadership. |
| The Rug Company (private) | Chairman | Since Jan 2022 | Privately-held manufacturer of handmade rugs. |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmed Cogan is independent under NASDAQ rules. |
| Committees | Compensation Committee member; not on Audit; not on Governance, Sustainability & Nominating (GSN). |
| Committee Chairs | Audit: Hendrix; Compensation: Rodriguez; GSN: Videtto (chair changed from Davis mid-year FY2025). |
| Attendance & Engagement | Board met 7 times; all directors attended ≥75% of board/committee meetings; directors visited Toccoa, GA facility; policy requires attendance at annual meeting. |
| Executive Sessions | Independent directors meet in executive sessions at each regular board meeting without management present. |
Fixed Compensation
| Component | FY2025 Amount/Terms |
|---|---|
| Annual Cash Retainer | $85,000 (non-management director). |
| Committee Chair Premiums | Not applicable to Cogan; premiums are Audit Chair $20,000; Compensation Chair $15,000; GSN Chair $15,000; Non-Exec Board Chair $125,000. |
| Director RSUs (annual grant) | 1,370 RSUs granted Aug 22, 2024; one-year vest if in continuous service; grant-date fair value $130,465 ($95.23/share × 1,370). |
| FY2025 Total (Cogan) | Cash $85,000 + RSUs $130,465 = $215,465. |
Performance Compensation
AMWD does not disclose performance-based pay for directors; directors receive time-based RSUs. Below are the company performance metrics overseen by the Compensation Committee that drive executive incentives (relevant to Cogan’s committee oversight):
| Metric (FY2025) | Threshold | Target | Superior | Actual |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 200.0 | 245.0 | 265.0 | 208.6 |
| Free Cash Flow ($mm) | 60.0 | 80.0 | 100.0 | 65.7 |
| Adjusted EPS ($) | 5.80 | 7.65 | 8.40 | 6.90 |
| ROIC (%) (FY2024/25 grants) | 7.2% | 9.4% | 10.3% | 8.3% |
• Annual bonus weighting: Adjusted EBITDA 60%, Free Cash Flow 20%, Individual goals 20%.
• Performance RSUs for executives: adjusted EPS and ROIC with threshold/target/superior gates; cultural goals (training compliance, engagement).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None (0). |
| Prior public boards | Knoll (director to Jul 2021; CEO/Chairman); Interface (director 2013–Feb 2020). |
| Compensation Committee interlocks | None disclosed. |
| Potential interlocks in peer benchmarking | Compensation Committee’s peer group includes MillerKnoll, Inc. among others; Meridian Compensation Partners engaged as independent consultant; committee found no conflicts. |
Expertise & Qualifications
• 25+ years in manufacturing with leadership in design and marketing; former CEO of a public company (Knoll), adding strategic and operational insight to AMWD.
• Independent status and service on Compensation Committee support governance rigor.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Jun 17, 2025) | 12,240 shares (less than 1%). |
| Ownership % of Outstanding | ≈0.084% (12,240 / 14,503,377 shares outstanding on record date). |
| Unvested Director RSUs | 1,370 unvested RSUs as of Apr 30, 2025 (for each non-employee director). |
| Stock Ownership Guidelines | Directors must hold 5× annual cash retainer; all non-management directors met or were on pace as of Apr 30, 2025. |
| Hedging/Pledging | Hedging prohibited for directors; holding in margin/pledging prohibited for employees (company-wide insider trading/hedging policy). |
Governance Assessment
- Committee assignments and independence: Cogan is an independent director and member of the Compensation Committee; all members of Audit, Compensation, and GSN are independent. This supports board effectiveness and mitigates conflicts.
- Engagement: Board met 7 times; all directors met the ≥75% attendance threshold; policy requires annual meeting attendance; directors conduct facility visits, indicating active oversight.
- Director pay mix & alignment: Simple structure (cash retainer + time-based RSUs); strong alignment via director stock ownership guidelines (5× retainer) with compliance/on track status.
- Performance oversight signals: Compensation Committee uses rigorous financial (Adjusted EBITDA, FCF, EPS, ROIC) and cultural goals; independent consultant Meridian engaged; say‑on‑pay support was 97.4% in 2024, indicating investor endorsement of pay practices.
- Conflicts/related party: Company reports no related party transactions since start of FY2025; Audit/GSN review processes in place.
- RED FLAGS: The company filed late Form 4s for annual director RSU grants, including for Cogan—an administrative compliance lapse worth monitoring, though not indicative of material governance failure.
- Leadership transitions: FY2025 CFO resignation and interim designation of CEO as interim CFO; while operational, boards typically review succession and risk—relevant for Compensation Committee oversight (context for governance vigilance).
Overall governance signals: Independent status, active committee role, clear pay structures with stringent performance metrics and strong shareholder say‑on‑pay outcomes support investor confidence. Monitor Section 16 timeliness and executive bench depth following CFO transition.