M. Scott Culbreth
AMERICAN WOODMARKAbout M. Scott Culbreth
M. Scott Culbreth, 54, is President and Chief Executive Officer of American Woodmark (since July 2020) and has also served as interim Chief Financial Officer since June 2025; he was previously SVP & CFO (Feb 2014–July 2020) and has been a director since 2020 (non‑independent) . Under his tenure, cumulative TSR over FY2021–FY2025 was 16.8% versus 139.3% for the S&P Household Durables index, with Net Income and Adjusted EBITDA as below .
| Performance Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Total Shareholder Return ($100 base) | 93.5% | 89.1% | 98.3% | 79.1% | 16.8% |
| S&P Household Durables TSR ($100 base) | 96.7% | 49.9% | 84.6% | 145.4% | 139.3% |
| Net Income ($000s) | $61,193 | $(29,722) | $93,723 | $116,216 | $99,456 |
| Adjusted EBITDA ($000s) | $226,504 | $137,957 | $240,379 | $252,773 | $208,630 |
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| American Woodmark | President & CEO | Jul 2020–Present | Oversees strategy and operations; brings deep finance leadership; also interim CFO since Jun 2025 . |
| American Woodmark | Interim CFO | Jun 2025–Present | Interim principal financial officer responsibilities . |
| American Woodmark | SVP & CFO | Feb 2014–Jul 2020 | Finance leadership; intimate knowledge of operations and performance . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FlexSteel Industries, Inc. | Director | Dec 2021–Present | Current public company board seat . |
| American Woodmark | Director | 2020–Present | Non‑independent; 1 current other public board . |
Fixed Compensation
| Component | Detail | FY2025 |
|---|---|---|
| Base salary (rate) | Annual base rate and YoY change | $969,000; +3.5% from $936,000 |
| Salary paid (fiscal year) | Cash salary actually paid | $957,577 |
| Target annual bonus | % of base salary | 120% of base salary |
| Maximum annual bonus | Plan cap (as % of target) | 200% of target bonus |
| Employment agreement bonus cap | Max as % of base salary | Up to 240% of base salary (committee discretion) |
Performance Compensation
Annual Cash Bonus (FY2025)
| Metric | Weight | Threshold | Target | Superior | Actual | Outcome |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 60% | $200.0 | $245.0 | $265.0 | $208.6 | Above threshold, below target |
| Free Cash Flow ($MM) | 20% | $60.0 | $80.0 | $100.0 | $65.7 | Above threshold, below target |
| Individual goals | 20% | — | — | — | 55–65% assessment band (governed by 60.75% Co. factor) | Applied per committee |
| Company performance factor | — | — | — | — | 60.75% of target | — |
| CEO bonus paid | — | — | — | — | $696,350 | Paid per outcomes |
Notes: Annual bonus metrics and weights are common across the company; no payout if below EBITDA/FCF thresholds .
Long‑Term Incentives (RSUs)
FY2025 grant design: At target, 50% time‑based RSUs (retention) and 50% performance‑based RSUs; performance RSUs are driven by Adjusted EPS and ROIC (evenly weighted) over annual and cumulative periods plus cultural goals (training compliance and engagement index) . Time‑based RSUs vest 1/3 annually over 3 years; performance‑based RSUs cliff‑vest at the 3rd anniversary subject to results and service .
| FY2025 RSU Grant (CEO) | Grant Date | Time‑based RSUs | Perf‑based RSUs (Threshold) | Perf‑based RSUs (Target) | Perf‑based RSUs (Superior) | Grant Date FV ($) |
|---|---|---|---|---|---|---|
| Award summary | 06/01/2024 | 17,100 | 8,563 | 17,125 | 34,250 | $3,208,446 |
| Performance Weighting Detail | Weight of Total Award | Vesting Mechanics |
|---|---|---|
| Time‑based RSUs | ~33.3% at superior level | 1/3 per year, years 1–3 |
| Performance RSUs – Adjusted EPS | ~22.5% of total (half of 45%) | Annual tranches + 3‑yr cumulative; cliff at year 3 |
| Performance RSUs – ROIC | ~22.5% of total (half of 45%) | Annual tranches + 3‑yr cumulative; cliff at year 3 |
| Performance RSUs – Cultural (training, engagement) | ~20% of total | Determined over 3‑year period; cliff at year 3 |
Projected vesting outcomes for FY2025 grant (as of FY2025 performance and assuming FY2026–FY2027 targets achieved):
| Scenario | Total Vesting % | CEO Shares (FY2025 grant) |
|---|---|---|
| Target path (FY25 actual 38.4%, FY26–27 at target; cultural at target) | 65.2% | 33,473 |
| Max path (FY25 actual; FY26–27 and cultural at max) | 92.8% | 47,648 |
Recent RSU vesting outcomes:
- FY2023 RSUs earned/vested at 88.9%; Culbreth received 45,673 shares .
- FY2024 RSUs projected vesting 77.6% (if FY2026 and cultural at target) .
Options:
- Unexercisable options: 20,520 at $77.19 strike, expiring 09/06/2033 (FY2024 supplemental award); no supplemental grants in FY2025 .
RSUs vested in FY2025:
- Shares: 27,999; Value realized on vesting: $2,410,994 .
Equity Ownership & Alignment
| Ownership Snapshot (as of 06/17/2025) | Value |
|---|---|
| Beneficially owned shares | 66,150 (includes 30,412 held jointly in The Culbreth Family Revocable Joint Trust) |
| Shares outstanding (record date) | 14,503,377 |
| Ownership % of outstanding | <1% (as reported) |
| CEO stock ownership guideline | 3x base salary; 3‑year compliance window |
| Compliance status (NEOs) | All meet or are on track as of 4/30/2025 |
| Anti‑hedging/anti‑pledging | Hedging prohibited; pledging and margin accounts prohibited |
Unvested equity (as of 04/30/2025):
- RSUs not yet vested: 19,402 (FY2025); 26,488 (FY2024); 45,673 (FY2023) .
- Unearned performance/cultural RSUs at maximum: 28,255 (FY2025); 20,646 (FY2024); 6,840 (FY2024 Sept tranche) .
- Options outstanding: 20,520 unexercisable at $77.19 (expiry 09/06/2033); no exercisable options listed .
Deferred comp and pensions:
- No nonqualified deferred compensation in FY2025; retirement benefits via 401(k) with company match and profit‑sharing .
- Perquisites minimal (supplemental life insurance and executive medical exam); CEO total “All Other Compensation” $23,674 for FY2025 .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement term | One‑year term ending Dec 31 with automatic 1‑year renewal unless notice by Nov 1 |
| Annual incentive cap (agreement) | CEO max up to 240% of base salary (committee discretion); actual payout tied to objectives |
| Severance (no change‑in‑control) | If terminated without cause/non‑renewal: 24 months; cash equal to 2x (greater of current or highest base) + 60% of max eligible annual bonus; COBRA subsidy up to 18 months with tax gross‑up on COBRA only |
| Change‑in‑control (double trigger) | If terminated w/o cause (3 months pre to 2 years post CoC) or for good reason (2 years post CoC): lump sum 2.99x (greater of current or highest base) + 60% of max eligible annual bonus; equity fully vests upon qualifying termination on/after CoC |
| 280G excise tax | No gross‑ups; cutback to avoid excise tax unless executive better off paying tax |
| Good reason definition | Base pay reduction; not considered for bonus/benefits; relocation >50 miles; substantial diminution of duties (other than disability), etc. |
| Restrictive covenants | Confidentiality; non‑compete during severance period; non‑solicit 12 months after agreement expiration |
Illustrative termination values (as of 04/30/2025):
- Qualifying termination in connection with CoC: Total $15,778,991 (includes base $2,897,310; bonus $4,172,126; COBRA $18,599; RSU acceleration $8,690,956) .
- Termination without cause (no CoC): Total $3,351,959 (base $1,938,000; bonus $1,395,360; COBRA $18,599) .
- Retirement/death/disability: RSU acceleration $5,025,489 (CEO had not reached retirement age component at that date) .
Clawback:
- Nasdaq‑compliant clawback policy adopted Oct 1, 2023; RSUs also subject to clawback for restatements/misconduct .
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since 2020; non‑independent |
| Committee roles | None indicated (CEO not on Audit/Comp/GSN) |
| Board leadership | Non‑Executive Chair (Vance W. Tang) since 2020; CEO and Chair roles separated |
| Independence structure | 8 of 9 current directors independent; all committee members independent |
| Executive sessions | Independent directors hold executive sessions at each regular meeting |
| Attendance | All directors attended ≥75% of board/committee meetings in FY2025 |
| Director pay | Employee directors receive no additional board compensation |
Director service and other boards:
- “Other current public boards”: 1 (FlexSteel Industries, Inc.) .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Independent consultant: Meridian Compensation Partners; no conflicts .
- Peer group (used for FY2025 design) includes JELD‑WEN, Fortune Brands, MillerKnoll, MasterBrand, Installed Building Products, Trex, Simpson Manufacturing, The AZEK Company, HNI, Steelcase, and others listed in the proxy .
- Say‑on‑pay approval: 97.4% in 2024; no changes to FY2025 program in response .
Equity Grant, Vesting, and Potential Selling Pressure
| Element | FY2025 Detail |
|---|---|
| Annual grant cadence | FY2025 RSUs granted June 1, 2024 |
| Time‑based RSU vesting dates | 1/3 on 06/01/2025, 06/01/2026, 06/01/2027 (service condition) |
| Performance RSU vesting date | 06/01/2027, subject to FY2025–FY2027 results and cultural metrics |
| Recently vested | FY2023 grant vested 88.9% on 06/01/2025 (45,673 shares) |
| Options positioning | 20,520 options at $77.19 expiring 09/06/2033; as of 04/30/2025 stock closed at $59.00 (strike > market) |
Note: Section 16(a) reports indicate late Form 4 filings for certain directors’ annual RSU grants; Mr. Culbreth is not listed among late filers for FY2025 .
Related Party Transactions and Policies
- No related party transactions since the beginning of FY2025; Audit and GSN Committees oversee and pre‑approve related party matters .
- Insider trading policy and governance documents maintained and disclosed; Code of Conduct applies to directors and officers .
Performance Compensation – Detailed Metric Framework (for analysts)
| Incentive | Metric | Weight | Target Setting and Notes |
|---|---|---|---|
| Annual bonus | Adjusted EBITDA | 60% | Threshold/Target/Superior goals set annually; FY2025 actual $208.6MM vs $245.0MM target |
| Annual bonus | Free Cash Flow | 20% | FY2025 actual $65.7MM vs $80.0MM target |
| Annual bonus | Individual goals | 20% | Assessed 55–65%, governed by 60.75% Co. factor |
| LTI (PSUs) | Adjusted EPS | ~22.5% of total | Annual tranches + 3‑yr cumulative; 50% threshold / 100% target / 200% superior payout scale |
| LTI (PSUs) | ROIC | ~22.5% of total | Same construct as EPS |
| LTI (Cultural) | Training & Engagement | ~20% of total | Determined over 3 years by Committee |
Equity Ownership & Alignment – Supplemental Data
| Item | Count/Value (as of 04/30/2025 unless noted) |
|---|---|
| Unvested RSUs (not yet vested) – FY2025 | 19,402 |
| Unvested RSUs (not yet vested) – FY2024 | 26,488 |
| Unvested RSUs (not yet vested) – FY2023 | 45,673 |
| Unearned perf/cultural RSUs at max – FY2025 | 28,255 |
| Unearned perf/cultural RSUs at max – FY2024 | 20,646 |
| Unearned perf/cultural RSUs at max – FY2024 (Sept tranche) | 6,840 |
| Options unexercisable | 20,520 @ $77.19, exp. 09/06/2033 |
Employment & Contract Economics – Scenario Tables (illustrative)
| Scenario (as of 04/30/2025) | Base | Bonus | COBRA | Equity | Total |
|---|---|---|---|---|---|
| Qualifying CoC termination | $2,897,310 | $4,172,126 | $18,599 | $8,690,956 | $15,778,991 |
| Termination w/o cause (no CoC) | $1,938,000 | $1,395,360 | $18,599 | — | $3,351,959 |
| Retirement/death/disability | — | — | — | $5,025,489 | $5,025,489 |
Board Service and Dual‑Role Implications
- Culbreth is CEO and a director (not Chair). The Board maintains an independent Non‑Executive Chair and holds executive sessions of independent directors at each regular meeting, mitigating typical CEO/Chair concentration risks . All committees are fully independent; Culbreth is not a member of the Audit, Compensation, or GSN committees . He receives no additional director compensation as an employee director .
Risk Indicators & Red Flags
- Anti‑hedging/anti‑pledging policy in place (positive alignment) .
- No 280G tax gross‑ups (cutback applies) .
- FY2025 option grants: none; FY2024 options granted post‑earnings to avoid timing concerns (good practice) .
- Related party transactions: none reported in period (clean) .
- Say‑on‑pay support strong at 97.4% (low compensation controversy risk) .
- TSR underperformance vs sector over FY2021–FY2025 (watchlist item for incentive calibration and investor sentiment) .
Investment Implications
- Pay-for-performance alignment is solid: high at‑risk pay through annual EBITDA/FCF bonuses and multi‑year PSUs tied to EPS/ROIC plus cultural goals; clawback and anti‑hedging/pledging strengthen alignment .
- Retention risk appears contained near-term given sizeable unvested equity through FY2026–FY2027 and competitive severance/change‑in‑control protections (double trigger; 2.99x CoC multiple) .
- Trading flows: material RSU vesting events in June 2026 and June 2027 may create mechanical selling for tax/settlement; options are currently out‑of‑the‑money at a $77.19 strike vs $59 close on 4/30/2025, reducing option‑driven selling pressure .
- Governance mitigants (independent Chair; independent committees; strong say‑on‑pay) offset concerns from CEO/Director dual role; however, multi‑year TSR underperformance vs sector suggests investors will scrutinize forward ROIC/EPS delivery vs PSU targets .