Emily C. Videtto
AMERICAN WOODMARKAbout Emily C. Videtto
Emily C. Videtto (age 43) is an independent director of American Woodmark (AMWD) since 2021, currently serving as Chair of the Governance, Sustainability & Nominating (GSN) Committee and as a member of the Audit Committee . She is President & Chief Operating Officer at Pella Corporation (private), with prior roles including EVP Sales & Marketing (2021–2024) and VP/Chief Marketing Officer (2016–2021) . In FY2025, the Board met 7 times and all directors attended at least 75% of board and committee meetings; independent directors meet in executive session at each regularly scheduled board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pella Corporation | President & Chief Operating Officer | 2024–present | Executive leadership of a privately held windows & doors manufacturer |
| Pella Corporation | EVP, Sales & Marketing | 2021–2024 | Commercial leadership; marketing/digital focus |
| Pella Corporation | Vice President & Chief Marketing Officer | 2016–2021 | Brand, innovation, digital expertise |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| Window and Door Manufacturers Association | Trade association | Director | 2017–present | Industry body affiliation |
Board Governance
- Independence: The Board determined Ms. Videtto is independent under NASDAQ rules; all Audit, Compensation, and GSN committee members are independent .
- Committee leadership and engagement:
- GSN Committee: Chair; met 4 times in FY2025; chair transitioned from James G. Davis to Ms. Videtto mid-year .
- Audit Committee: Member; met 5 times in FY2025 .
- Board operations: Board held 7 meetings in FY2025; all directors attended ≥75%; policy requires attendance at annual meeting; independent directors meet in executive session each regular board meeting .
| Body | Role | FY2025 Meetings | Independence | Attendance |
|---|---|---|---|---|
| Board of Directors | Director (since 2021) | 7 | Independent | ≥75% (company-wide) |
| Audit Committee | Member | 5 | Independent | ≥75% (company-wide) |
| Governance, Sustainability & Nominating (GSN) Committee | Chair | 4 | Independent | ≥75% (company-wide) |
Fixed Compensation
| Fiscal Year | Cash Retainer | Committee Chair Fees | Total Cash |
|---|---|---|---|
| 2025 | $85,000 | Included in $92,500 paid; GSN Chair retainer $15,000 annual; chair changed mid-year | $92,500 |
| 2024 | $85,000 | None (not chair in FY2024) | $77,500 |
Notes:
- Additional annual retainers: Non-Executive Chair $125,000; Audit Chair $20,000; Compensation Chair $15,000; GSN Chair $15,000 .
- Out-of-pocket travel expenses reimbursed .
Performance Compensation
- Director equity is service-based (no performance metrics): In FY2025, non-employee directors received RSUs that vest based on continued service or pro-rata upon early departure; full payout upon change of control if serving until change .
- Grants and vesting details:
| Grant Date | RSUs Granted | Grant Date Fair Value | Vesting Terms | Change-of-Control Terms |
|---|---|---|---|---|
| Aug 22, 2024 | 1,370 | $130,465 (1,370 × $95.23) | Convert to shares on Aug 22, 2025 if service continues; pro‑rata if departure before vesting | Full shares if serving until change of control |
| Sep 5, 2023 | 1,830 | $146,583 (1,830 × $77.19) | Convert to shares on Sep 5, 2024 if service continues; pro‑rata if departure before vesting | Full shares if serving until change of control |
Other Directorships & Interlocks
- Other current public company boards: None (0) .
- Committee interlocks: None; the company reports no compensation committee interlocks or insider participation .
- Related-party transactions: None since the beginning of fiscal 2025; director-related transactions reviewed by Audit and GSN Committees per policy .
Expertise & Qualifications
- Consumer durables operator with marketing, digital, and innovation expertise drawn from senior roles at Pella .
- Governance qualifications include leading the GSN Committee (director nominations, independence/conflicts oversight, sustainability) and service on the Audit Committee (financial reporting oversight, related-party review, cybersecurity risk) .
Equity Ownership
| Holder | Beneficial Ownership (as of Jun 17, 2025) | Ownership % | Unvested Director RSUs (as of Apr 30, 2025) | Stock Ownership Guideline | Compliance Status | Hedging/Pledging |
|---|---|---|---|---|---|---|
| Emily C. Videtto | 5,410 shares | <1% (indicated “*”) | 1,370 RSUs (FY2025 grant) | 5× annual cash retainer | Met or on pace as of Apr 30, 2025 | Hedging prohibited; margin/pledging prohibited |
Governance Assessment
- Strengths:
- Independence affirmed; committee service spans oversight of director independence/conflicts (GSN) and financial reporting/cybersecurity (Audit) .
- Active engagement with 7 board meetings, 4 GSN, and 5 Audit meetings in FY2025; directors attended ≥75% and meet in executive session each regular meeting .
- No related-party transactions; conflicts screened by Audit and GSN; anti-hedging/anti‑pledging policy in place .
- Director equity is service-based, aligning compensation with tenure; ownership guidelines at 5× retainer with compliance on track .
- Potential risks and RED FLAGS:
- Late Section 16 Form 4 filing by the company for annual director RSU grants, including for Ms. Videtto (process/timeliness weakness) .
- Dual role as President & COO of Pella (windows/doors manufacturer) creates industry adjacency; however, no related-party dealings disclosed at AMWD (monitor for potential customer/supplier overlaps) .
Overall signal: Board independence, committee leadership, and ownership alignment are supportive of investor confidence; a minor compliance lapse (late Form 4) warrants monitoring but does not indicate related-party conflicts or hedging/pledging risks at present .
Appendix: Director Compensation Summary (FY2025)
| Component | Amount |
|---|---|
| Director Fees Paid in Cash (FY2025) | $92,500 |
| Director RSUs (grant date fair value, FY2025) | $130,465 |
| Total (FY2025) | $222,965 |
Appendix: Board & Committee Responsibilities (for context)
- Audit Committee duties: select/oversee auditor, review 10‑K/10‑Q financials, internal controls, approve related-party transactions, oversee cybersecurity risk .
- GSN Committee duties: director nominations/appointments, board effectiveness, director conflicts/related-party reviews, sustainability oversight .