Philip D. Fracassa
AMERICAN WOODMARKAbout Philip D. Fracassa
Philip D. Fracassa, 57, is an independent director of American Woodmark (AMWD) since 2024. He is Executive Vice President and Chief Financial Officer of The Timken Company (public company) since 2014, and is a certified public accountant and licensed attorney in Michigan. The Board has determined him independent and identified him as an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Timken Company | EVP & CFO | 2014–present | Public-company CFO; deep finance/accounting expertise relevant to audit oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Timken Company | EVP & CFO | 2014–present | Operating role (not a directorship); supports designation as audit committee financial expert |
Board Governance
- Committee assignments: Member, Audit Committee; designated Audit Committee financial expert; Audit chaired by Daniel T. Hendrix. Audit Committee met 5 times in FY2025.
- Independence: Board affirmatively determined Fracassa is independent; eight of nine current directors are independent.
- Attendance and engagement: Board held seven meetings in FY2025; all directors attended at least 75% of Board and committee meetings; Fracassa individually marked “Yes” for ≥75% attendance in the director summary. Independent directors meet in executive sessions at each regularly scheduled Board meeting.
- Risk oversight: Audit Committee oversight includes financial reporting integrity, internal controls, cybersecurity risk, related-person transactions approval; GSN Committee oversees director independence/conflicts.
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Director Fees Paid in Cash (actual) | $21,250 | $85,000 |
| Annual Cash Retainer (program level) | $85,000 | $85,000 |
| Committee Chair Fees (program level; not applicable to Fracassa) | Audit Chair $20,000; CC/GSN Chair $15,000 | Audit Chair $20,000; CC/GSN Chair $15,000 |
Notes: The Non-Executive Chair receives an additional annual retainer of $125,000; directors are reimbursed for travel expenses; no meeting fees disclosed.
Performance Compensation
| Stock Award Detail | Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Vesting Terms | Grant-Price Reference |
|---|---|---|---|---|---|
| Annual Director RSUs | Aug 22, 2024 | 1,370 | $130,465 | Time-based; full vest Aug 22, 2025 with continuous service; pro-rata on early departure; full vest upon change of control if serving until event | $95.23 closing price used to compute fair value |
| Performance Metrics Tied to Director Awards | Disclosure |
|---|---|
| None (director RSUs are service-vesting only; no PSU metrics disclosed) |
Other Directorships & Interlocks
| Attribute | Disclosure |
|---|---|
| Other current public company boards (count) | 0 |
| Compensation Committee interlocks and insider participation | None identified by the company |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert designation; long-tenured public-company CFO.
- Professional credentials: Certified public accountant; licensed attorney (Michigan).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs Held (as of 4/30/2025) | Ownership Guidelines | Compliance Status |
|---|---|---|---|---|---|
| Philip D. Fracassa | 600 | <1% | 1,370 | 5× annual cash retainer; 5 years to comply | All non-management directors met or were on pace to meet as of 4/30/2025 |
Policies impacting alignment: Anti-hedging and anti-pledging policy prohibits hedging and pledging company stock.
Governance Assessment
- Strengths: Independent director with deep finance credentials; Audit Committee financial expert; strong attendance; clear anti-hedging/anti-pledging policy; no related party transactions since start of FY2025; GSN/Audit Committee oversight of conflicts/related party transactions.
- Alignment: Holds 600 shares plus 1,370 unvested director RSUs; subject to 5× retainer ownership guideline with a 5-year compliance window; company indicates directors are on pace to meet guidelines.
- Compensation mix and trend: FY2024 partial-year cash only; FY2025 full-year cash plus time-vested RSUs (majority of total). No performance metrics attached to director awards (service-based only), which is standard for non-employee directors.
- Potential conflicts: External role as Timken CFO noted; Company reports no related party transactions; GSN Committee oversees director conflicts.
- RED FLAGS (minor): Company disclosed a late Form 4 filing reporting the annual director RSU grants (including Fracassa). While administrative, timeliness lapses are a compliance watch point.
Implications for investors: Fracassa’s audit and finance depth supports board oversight of financial reporting and risk management; independence and attendance strengthen board effectiveness. Equity ownership is building via RSUs under a robust ownership guideline with anti-pledging controls, mitigating alignment concerns. No related-party exposure reported, and committee structures provide clear conflict review pathways.