David A. Rodriguez
AMERICAN WOODMARKAbout David A. Rodriguez
Independent director of American Woodmark (AMWD) since 2020; age 66. Former EVP & Global Chief Human Resources Officer at Marriott International (2006–2021). Current public company directorship: Globe Life, Inc. (2023–present). Additional nonprofit/industry board roles include Society for Industrial & Organizational Psychology (SIOP) Foundation (2022–present), HR Policy Association (2008–2021), and American Health Policy Institute (2017–2019). His CHRO background provides human capital and compensation oversight expertise on the AMWD board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | EVP & Global Chief Human Resources Officer | 2006–2021 | Led HR for large-cap public company; brings human capital and exec comp expertise |
| HR Policy Association | Board Member | 2008–2021 | Policy/governance experience |
| American Health Policy Institute | Board Member | 2017–2019 | Health policy oversight exposure |
External Roles
| Organization | Type | Role | Tenure/Status |
|---|---|---|---|
| Globe Life, Inc. | Public company | Director | 2023–present |
| SIOP Foundation | Nonprofit | Board Member | 2022–present |
Board Governance
- Committee assignments: Compensation Committee (Chair); Governance, Sustainability and Nominating (GSN) Committee (Member) .
- Independence: Board determined Rodriguez is independent under Nasdaq rules; all members of Audit, Compensation, and GSN committees are independent .
- Attendance and engagement: Board held 7 meetings in fiscal 2025; all directors attended ≥75% of Board/committee meetings. Independent directors meet in executive session at each regularly scheduled Board meeting .
- Committee activity levels (FY2025): Audit met 5x; Compensation met 4x; GSN met 4x .
- Board structure: Non-Executive Chair; independent director executive sessions without management at each regular meeting .
Fixed Compensation
- Program structure (non-employee directors): $85,000 annual cash retainer; additional retainers—Non-Executive Chair $125,000; Audit Chair $20,000; Compensation Chair $15,000; GSN Chair $15,000 .
| Fiscal Year | Cash Fees (USD) | Notes |
|---|---|---|
| FY2024 | $92,500 | Total cash for Board/committee service |
| FY2025 | $100,000 | Total cash for Board/committee service; aligns with $85k base + $15k CC Chair retainer |
Performance Compensation
- Annual equity for non-employee directors in RSUs that vest with continued service; pro-rata on departure; full vest on change of control if serving through the date .
| Grant Date | RSUs Granted | Grant-Date Price | Grant-Date Fair Value | Vesting Terms | Unvested RSUs Outstanding (as of) |
|---|---|---|---|---|---|
| 2023-09-05 | 1,830 | $77.19 | $146,583 | Vests 2024-09-05 with continued service | 4,120 per director as of 2024-04-30 |
| 2024-08-22 | 1,370 | $95.23 | $130,465 | Vests 2025-08-22 with continued service | 1,370 per director as of 2025-04-30 |
Other Directorships & Interlocks
- Current public board: Globe Life, Inc. (Director, 2023–present) .
- Compensation Committee interlocks: None—AMWD discloses no interlocking relationships for its Compensation Committee (Rodriguez is Chair) .
| Company | Role | Interlock/Notes |
|---|---|---|
| Globe Life, Inc. | Director | No AMWD Compensation Committee interlocks disclosed |
Expertise & Qualifications
- Human capital and compensation governance: CHRO experience at Marriott (public company), aligning with AMWD Compensation Committee leadership .
- Governance oversight: Member of GSN Committee overseeing board composition, conflicts reviews, and governance policies .
- Independence and risk oversight: Committees are fully independent; Compensation Committee oversees pay-related risk; Audit oversees financial controls and cybersecurity .
Equity Ownership
- Beneficial ownership: 7,002 AMWD shares as of June 17, 2025; less than 1% of shares outstanding (14,503,377 at record date) .
- Outstanding unvested director RSUs: 1,370 per director as of April 30, 2025; prior year 4,120 per director as of April 30, 2024 .
- Director stock ownership guideline: 5x annual cash retainer; 5-year compliance window; as of April 30, 2025, all non-management directors met or were on pace to meet guidelines .
- Hedging/pledging: Company prohibits directors and employees from hedging; prohibits employees from holding stock in margin accounts or pledging as collateral .
| Item | Value |
|---|---|
| Beneficially owned shares | 7,002 (as of 2025-06-17) |
| % of shares outstanding | <1% |
| Unvested director RSUs | 1,370 (as of 2025-04-30) |
| Ownership guideline | 5x annual cash retainer; all directors met/on pace as of 2025-04-30 |
Director Compensation (Detail)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees | $92,500 | $100,000 |
| RSU grant-date fair value | $146,583 | $130,465 |
| Total | $239,083 | $230,465 |
Insider Trades
| Date/Type | Detail |
|---|---|
| Annual director RSU grant Form 4 filing | Company reported late Form 4 filings for annual director RSU grants for several directors including Rodriguez in FY2025 proxy |
Compensation Committee Analysis (Rodriguez as Chair)
- Committee remit: Reviews and approves CEO/senior executive pay; oversees compensation plans and human capital matters; administers equity plans .
- Meetings: Four in FY2025 .
- Independent consultant: Meridian Compensation Partners retained; performs no other services; committee found no conflict of interest .
- Peer group: Updated peer set used for FY2025 executive compensation design includes 20+ building products/industrial peers (e.g., JELD-WEN, Fortune Brands, Installed Building Products, Trex) .
- Say-on-pay: 97.4% approval in 2024—strong shareholder support for pay program (positive signal for committee effectiveness) .
Related Party Transactions and Conflicts
- Policies: Annual questionnaires; Audit Committee approves related party transactions; GSN reviews potential conflicts involving directors .
- Disclosures: No related party transactions since the beginning of fiscal 2025; none proposed .
Governance Assessment
-
Positive indicators
- Independent director; Chair of Compensation Committee; Member of GSN Committee—strong governance roles aligned with CHRO expertise .
- Strong shareholder support on say-on-pay (97.4% in 2024) under his committee leadership .
- Clear director pay structure with equity alignment; stock ownership guidelines (5x retainer) and broad compliance indicate skin-in-the-game .
- No Compensation Committee interlocks; use of independent compensation consultant without conflicts .
- Board/committee attendance thresholds met; regular independent executive sessions .
-
Watch items / potential red flags
- Administrative lapse: late Form 4 filing for annual director RSU grant (company-wide for several directors including Rodriguez) .
- Anti-pledging policy explicitly references employees; hedging prohibition covers directors—ensure continuing clarity/enforcement for directors on pledging (policy language nuance) .
Overall, Rodriguez’s HR/compensation background, independent status, and leadership of AMWD’s Compensation Committee, coupled with strong say-on-pay support and clear ownership alignment, are supportive of investor confidence; minimal administrative filing lapse noted without substantive governance conflicts disclosed .