Dwayne Medlin
AMERICAN WOODMARKAbout Dwayne Medlin
Dwayne L. Medlin is Senior Vice President, Remodel Sales at American Woodmark (AMWD) and was elected an executive officer on February 24, 2024 following his promotion earlier in fiscal 2024 . He is an NEO under AMWD’s pay-for-performance program, which tied his FY2025 cash bonus to adjusted EBITDA and free cash flow outcomes (company factor 60.75% of target) and his long-term RSUs to adjusted EPS, ROIC, and cultural goals . As context, AMWD reported FY2025 adjusted EBITDA of $208.6M and free cash flow of $65.7M, with cumulative TSR of 16.8% in the SEC “pay vs. performance” table .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Woodmark | Senior Vice President, Remodel Sales | 2024–present | Elected as executive officer Feb 24, 2024 following promotion earlier in fiscal year |
No additional prior roles for Mr. Medlin were disclosed in the proxies reviewed .
External Roles
No external directorships or public company roles for Mr. Medlin were disclosed in the proxies reviewed .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base salary ($) | $385,512 | $401,546; base rate increased 4% from $391,244 to $407,000 |
| Target bonus (% of base) | 60% | 60% |
| Max bonus (% of target) | 167% (i.e., up to 100% of base) | 120% of target (i.e., up to 72% of base) |
| Cash bonus paid ($) | $365,113 | $148,412 |
| All other comp ($) | $17,093 | $28,669 (incl. $18,411 company 401(k)/profit share; ~$10,258 insurance+medical) |
Notes:
- FY2025 annual bonus metrics and weighting: adjusted EBITDA (60%), free cash flow (20%), individual goals (20%); company performance factor 60.75% of target .
- FY2024 plan used the same weighting but paid at superior (167% of target) company performance .
Performance Compensation
Annual Incentive Plan – Performance context and payout
| Item | FY2024 | FY2025 |
|---|---|---|
| Metric weighting | EBITDA 60% / FCF 20% / Individual 20% | EBITDA 60% / FCF 20% / Individual 20% |
| EBITDA targets vs actual | Threshold $158.2M; Target $210.0M; Superior $224.8M; Actual $252.8M | Threshold $200.0M; Target $245.0M; Superior $265.0M; Actual $208.6M |
| FCF targets vs actual | Threshold $30.0M; Target $60.0M; Superior $70.0M; Actual $138.5M | Threshold $60.0M; Target $80.0M; Superior $100.0M; Actual $65.7M |
| Company performance factor | 167.0% of target | 60.75% of target |
| Medlin cash bonus paid | $365,113 | $148,412 |
| Individual component assessment | Superior (FY2024) | 55%–65% range, governed by 60.75% overall |
Long-Term Incentives (RSUs and Performance Options)
| Attribute | FY2023 Grant | FY2024 Grant | FY2025 Grant |
|---|---|---|---|
| Total RSUs awarded to Medlin | — | 4,190 RSUs | 5,670 RSUs |
| Time-based RSUs | ~35% of grant; 1/3 vest annually over 3 years | ~35%; 1/3 vest annually | ~33% at superior; 1/3 vest annually |
| Performance RSUs metrics | Adjusted EPS; ROE (older grants) | Adjusted EPS; ROIC; plus cultural goals (representation, training, succession, culture) | Adjusted EPS; ROIC; cultural goals (training compliance, engagement index) |
| FY2025 tranche outcomes | 43.6% of target earned for FY2025 tranche (for FY2023 awards) | 43.8% of target earned for FY2025 tranche (for FY2024 awards) | 38.4% of target earned (FY2025 tranche) |
| Potential vesting (illustrative) | 88.9% of total FY2023 RSUs ultimately vested → 3,531 shares delivered to Medlin | If FY2026 perf + cultural at target, total vesting ~77.6% → 3,250 shares; at max ~91.6% → 3,837 shares | If FY2026–27 perf + cultural at target, total vesting ~65.2% → 3,696 shares; at max ~92.8% → 5,261 shares |
| Performance-based options (supplemental) | — | 10,260 options granted 9/5/2023; strike $77.19; 10-year life; cliff vest 9/5/2026 only if 3-year cumulative adj. EBITDA target met | — |
Performance calibration (FY2025 tranche across grants):
- Adjusted EPS: Threshold $5.80; Target $7.65; Superior $8.40; Actual $6.90
- ROIC (FY2024 & FY2025 grants): Threshold 7.2%; Target 9.4%; Superior 10.3%; Actual 8.3%
- Resulting earn rates: FY2025 tranche earned 38.4% (FY2025 grant), 43.8% (FY2024 grant), and 43.6% (FY2023 grant) subject to continued service through the 3-year vest date .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares beneficially owned (6/17/2025) | 8,413 shares; <1% of class |
| Shares beneficially owned (6/17/2024) | 5,806 shares |
| Stock ownership guideline (executives) | 1× base salary for Medlin; 3-year compliance window |
| Compliance status (as of 4/30/2025) | All NEOs meet or are on track to meet guidelines |
| Hedging/pledging policy | Hedging prohibited; pledging and margin accounts prohibited |
Outstanding Equity Awards (as of 4/30/2025)
| Instrument | Quantity/Terms | Valuation reference |
|---|---|---|
| RSUs not yet vested | 2,144 units (market value $126,496 at $59.00) | |
| Unearned performance/cultural RSUs (not yet vested) | 3,119 units (market value $184,036 at $59.00) | |
| Performance options (9/5/2023) | 10,260 unexercisable; strike $77.19; expire 9/6/2033; vest only if 3-year cumulative adj. EBITDA target is achieved |
Upcoming vesting/supply overhang: time-based RSUs vest in 1/3 annual tranches (June 2026, June 2027) and performance RSUs vest on the 3rd anniversary, contingent on metrics and continued service; supplemental 9/5/2023 awards cliff-vest on 9/5/2026 if the EBITDA target is met .
Employment Terms
| Term | Detail |
|---|---|
| Agreement structure | One-year terms ending Dec 31 with automatic annual renewal unless notice by Nov 1 |
| Severance (no CIC; involuntary without cause) | 12 months’ base salary for Medlin; subsidized COBRA up to 12 months with tax gross-up for COBRA only; non-compete during severance period; non-solicit 12 months post-agreement |
| Change-in-control (double trigger) | Cash: 2× (greater of salary at termination, CIC, or highest salary during term) + greater of 3-year avg bonus or 60% of max eligible bonus; equity vests upon qualifying termination in connection with CIC |
| Illustrative payout values (as of 4/30/2025) | Qualifying CIC termination: Base $814,000; Bonus $586,080; COBRA $13,515; Accelerated RSUs $918,134; Total $2,331,729. No-cause (no CIC): Base $407,000; COBRA $13,515; Total $420,515. Retirement/death/disability: Accelerated RSUs $403,688 |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback for incentive comp upon restatement; RSUs also include separate clawback provision |
Compensation Structure Notes (Alignment and Controls)
- Pay design and metrics: Annual bonus uses adjusted EBITDA (60%), free cash flow (20%), and individual goals (20%); long-term RSUs blend time-based retention and performance-based components tied to adjusted EPS, ROIC, and cultural goals .
- Consultant/peer group: Meridian Compensation Partners advises the Compensation Committee; peer group includes JELD-WEN, HNI, MillerKnoll, MasterBrand, AZEK, Trex, and others .
- Say-on-pay support: 97.4% approval at the 2024 annual meeting .
- Related parties: No related party transactions reported since the beginning of FY2025 .
Performance & Track Record (Company context during Medlin’s tenure as NEO)
| Indicator | FY2024 | FY2025 |
|---|---|---|
| Net income (thousands) | $116,216 | $99,456 |
| Adjusted EBITDA (thousands) | $252,773 | $208,630 |
| Cumulative TSR (SEC “pay vs performance”) | 79.1% (cumulative from FY2021 start) | 16.8% (cumulative thru FY2025) |
These are company-level performance indicators disclosed for pay-versus-performance; annual bonus and RSU outcomes shown above reflect these trends in FY2025 .
Investment Implications
- Alignment and downside controls: Medlin’s pay mix is heavily at-risk via annual EBITDA/FCF goals and multi-year RSUs tied to adjusted EPS/ROIC/culture, with clawbacks and a strict anti-hedging/anti-pledging policy—favorable for shareholder alignment .
- Near-term selling pressure watch: Material vesting events occur in June 2026/2027 for RSUs and September 2026 for the supplemental 2023 awards if the EBITDA target is hit; monitor Form 4s around these windows .
- Retention and CIC economics: Absent a CIC, severance is modest (12 months’ salary); in a CIC, double-trigger cash of ~2× salary-plus-bonus and full equity acceleration upon qualifying termination remove job-risk overhang but add potential transaction costs; 280G excise tax gross-ups are not provided .
- Pay-for-performance sensitivity: FY2025 under-target EBITDA/ROIC outcomes reduced bonus and RSU earn rates (company bonus factor 60.75%; RSU tranche earn 38–44%), demonstrating plan sensitivity to operating performance—supportive of future upside leverage if housing end-markets improve .