Daniel T. Hendrix
AMERICAN WOODMARKAbout Daniel T. Hendrix
Daniel T. Hendrix (age 70) has served as an independent director of American Woodmark since 2005. He is a former Chairman and CEO of Interface, Inc., bringing 30+ years of building products experience with leadership roles in finance and operations; he is designated an audit committee financial expert at AMWD . He attended at least 75% of Board and committee meetings in fiscal 2025, consistent with full Board engagement standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Woodmark (AMWD) | Independent Director | Director since 2005 | Audit Committee Chair; Audit Committee Financial Expert; Board attendance ≥75% |
| Interface, Inc. | Chairman (retired), President & CEO, Director | Chairman through March 2024; CEO 2001–2017 and Jan 2020–Apr 2022; Director since 1996–present | Led a public company in building products, deep finance/operations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Interface, Inc. (NASDAQ: TILE) | Director | 1996–present | Former Chairman (retired Mar 2024) and multi-term CEO |
Board Governance
- Independence: The Board determined Hendrix is independent under NASDAQ rules; all Audit/Compensation/GSN members are independent and meet enhanced standards .
- Committee leadership: Audit Committee Chair; designated Audit Committee Financial Expert .
- Attendance and engagement: Board held seven meetings in FY2025; all directors met ≥75% attendance, and all attended last year’s annual meeting; Board conducted a plant visit in Toccoa, GA in Feb 2025 .
- Executive sessions: Independent directors meet in executive sessions at each regularly scheduled Board meeting .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, cybersecurity, and approves related-person transactions; Audit met five times in FY2025 .
| Committee | Role | FY2025 Meetings | Key Duties |
|---|---|---|---|
| Audit Committee | Chair; Financial Expert | 5 | Oversight of financial reporting; auditor selection/pre-approvals; internal audit; ICFR; cybersecurity; related party approvals |
| Compensation Committee | Not listed as member | 4 | Exec/director compensation; human capital oversight; administers stock plans |
| Governance, Sustainability & Nominating (GSN) | Not listed as member | 4 | Board effectiveness, conflicts/independence, sustainability oversight |
Fixed Compensation
| Element | AMWD Director Program Terms | FY2025 Amount for Hendrix |
|---|---|---|
| Annual cash retainer | $85,000 per year | $105,000 (includes $20,000 Audit Chair retainer) |
| Chair fees | Audit Chair $20,000; Comp/GSN Chair $15,000; Non-Exec Chair $125,000 | Included in cash figure (Audit Chair) |
| Meeting fees | None disclosed; reimbursed travel expenses | Not applicable |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Director RSUs | Aug 22, 2024 | 1,370 RSUs | $130,465 (closing price $95.23) | Service-based: vest Aug 22, 2025; pro-rata on early departure | Full RSU delivery if serving through change-of-control date |
Notes: Director equity is time-based RSUs with no disclosed performance metrics; awards are simple and transparent per program objectives .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Overlap |
|---|---|---|
| Interface, Inc. | Current Director | Historical overlap: AMWD director Andrew B. Cogan served as Interface director (2013–Feb 2020), indicating network ties but not a current two-way board interlock |
- Related-party/Interests: AMWD policies require Audit and GSN review/approval of related-party transactions; none since the beginning of fiscal 2025 .
Expertise & Qualifications
- Audit committee financial expert; deep finance and operations background .
- 30+ years in building products; public company CEO and Chairman experience; strategic and operational leadership .
- Board skills aligned with risk oversight (financial reporting, internal controls, auditor relations) and industry context .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Common shares beneficially owned | 12,050 shares; <1% of class | As of June 17, 2025 |
| Unvested RSUs held | 1,370 RSUs | As of April 30, 2025 |
| Shares outstanding (reference) | 14,503,377 | Record date June 17, 2025 |
| Director stock ownership guideline | 5x annual cash retainer; 5-year compliance window; includes unvested RSUs | As of Apr 30, 2025, all non-management directors met or were on pace |
| Anti-hedging/anti-pledging policy | Hedging prohibited; pledging shares prohibited; margin accounts barred | Applies to directors |
Insider Trades
| Form | Transaction | Detail | Note |
|---|---|---|---|
| Form 4 (late filing by company) | Annual director RSU grant | Aug 22, 2024 grant of 1,370 RSUs reported late for all directors including Hendrix | Company disclosure of late Form 4 filings for FY2025 director RSU grants |
Governance Assessment
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Strengths
- Independent director with robust audit oversight credentials; Audit Committee chair and SEC-defined financial expert—supports investor confidence in reporting quality and controls .
- Active engagement: Board and committee attendance ≥75%, plant visit, routine executive sessions of independents .
- Simple, shareholder-aligned director pay structure: modest cash retainer plus time-based RSUs; Hendrix total FY2025 pay $235,465 (cash $105,000; RSUs $130,465) .
- Strong policies: pre-approval of audit/non-audit services (delegated authority to Audit Chair with reporting), anti-hedging/anti-pledging, director ownership guidelines .
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Potential concerns / RED FLAGS
- Late Form 4 filings for FY2025 director RSU grants (including Hendrix); a compliance housekeeping issue to monitor for timeliness improvements .
- External directorship at Interface, Inc. warrants periodic conflict review; AMWD reports no related-party transactions in FY2025 and has defined committee oversight, mitigating immediate concern .
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Shareholder sentiment
- Say-on-pay support for executives at 97.4% in Aug 2024 indicates broad investor confidence in compensation governance, indirectly supportive of board oversight quality .
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Overall implication: Hendrix’s leadership of the Audit Committee, financial expertise, and industry track record are positives for board effectiveness and risk oversight. Compensation structure and ownership policies align interests; the noted late filing is a minor procedural risk to watch, with no related-party exposure disclosed .