Robert Adams
AMERICAN WOODMARKAbout Robert Adams
Robert J. Adams, Jr. is 59 and currently serves as Senior Vice President, Chief Manufacturing and Supply Chain Officer at American Woodmark (appointed May 2025); he previously led Manufacturing and Technical Operations since August 2015 and held prior VP roles in Value Stream Operations and Manufacturing/Engineering dating back to 2012, with VP of Engineering beginning in 2008 . His incentive pay is tightly linked to enterprise performance: annual bonuses are driven by adjusted EBITDA and free cash flow, while long‑term RSUs are earned on adjusted EPS and capital efficiency (ROE through FY2023, ROIC from FY2024), with recent outcomes above target (FY2024 adjusted EPS $8.53 vs. $7.00 superior; ROIC 9.4%; ROE 13.0%) and prior years at superior (FY2021 adjusted EPS $6.40 and ROE 8.1%) . As of FY2025 he also holds performance stock options struck at $77.19 expiring in 2033; with the FY2025 year‑end stock price at $59, these are out‑of‑the‑money, limiting near‑term exercise incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Woodmark | SVP, Chief Manufacturing & Supply Chain Officer | May 2025–present | Leads manufacturing and supply chain execution aligned to enterprise operational performance |
| American Woodmark | SVP, Manufacturing & Technical Operations | Aug 2015–May 2025 | Accountable for company-wide manufacturing and technical operations |
| American Woodmark | VP, Value Stream Operations | Sep 2012–Aug 2015 | Drove value stream optimization across plants |
| American Woodmark | VP, Manufacturing & Engineering | Apr 2012–Sep 2012 | Oversaw manufacturing/engineering transition |
| American Woodmark | VP, Engineering | Jul 2008–Apr 2012 | Led engineering supporting operations scale-up |
External Roles
No public-company external directorships or outside roles are disclosed for Adams in the company’s 10‑K executive officer summaries and recent proxies. If any exist, they are not cited in these filings .
Fixed Compensation
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|---|---|
| Base salary ($) | $324,464 | $349,332 | $376,928 | $421,203 | $455,191 |
| Target bonus (% of salary) | 75% | 75% | 75% | 75% | 75% |
| Actual bonus paid ($) | $212,660 | $262,848 | $458,663 | $0 | $489,922 |
| All other compensation ($) | $19,920 | $16,861 | $18,890 | $16,930 | $31,650 |
| Total compensation ($) | $992,372 | $980,591 | $1,454,733 | $799,751 | $1,572,034 |
Note: FY2024 narrative shows Adams’s base salary increased to $487,502 and maintained a 75% target bonus; actual FY2024 bonus paid appears in the FY2025 proxy’s summary table, not excerpted here .
Performance Compensation
Annual Cash Bonus Structure
| Component | Weight | Notes |
|---|---|---|
| Adjusted EBITDA | 60% | Company-wide target/threshold/superior levels set annually |
| Free Cash Flow | 20% | Emphasizes deleveraging and cash discipline |
| Individual goals | 20% | Role-specific objectives |
Eligible target bonus for Adams: 75% of salary (max 167% of target) in FY2020–FY2024 .
Long‑Term Incentives (RSUs and PSOs) – Metrics, Weighting, Outcomes
| Fiscal year of tranche | Metric | Weighting | Threshold | Target | Superior | Actual | Payout basis |
|---|---|---|---|---|---|---|---|
| FY2017 | EPS | 50% | $3.42 | $3.96 | $4.41 | $4.45 | Superior → 100% of tranche eligible |
| FY2017 | ROE | 50% | 18.0% | 21.0% | 23.0% | 23.0% | Superior → 100% of tranche eligible |
| FY2018 | EPS | 50% | $4.48 | $5.18 | $5.64 | $4.74 | Below target; earned per plan |
| FY2018 | ROE | 50% | 19.3% | 22.5% | 24.7% | 20.8% | Below target; earned per plan |
| FY2019 (3‑yr award result) | Aggregate | n/a | — | — | — | FY19 59.1%, FY20 46.9%, FY21 100%; culture 75% | Total vested portion 80.9% of award |
| FY2021 | Adjusted EPS | 50% | $3.02 | $4.63 | $5.63 | $6.40 | Superior → 100% of tranche eligible |
| FY2021 | ROE | 50% | 2.0% | 5.5% | 8.0% | 8.1% | Superior → 100% of tranche eligible |
| FY2023 | Adjusted EPS | 22.5% | $3.95 | $6.80 | $7.85 | $7.62 | Above target; overall tranche payout 89.9% |
| FY2023 | ROE | 22.5% | 4.1% | 9.9% | 12.0% | 11.4% | Above target; overall tranche payout 89.9% |
| FY2023 | Cultural goals | 20% | — | — | — | Weighted across representation/training/succession/culture | Included in 89.9% outcome |
| FY2024 | Adjusted EPS | 22.5% | $4.70 | $6.20 | $7.00 | $8.53 | At/above superior; earned at plan rates |
| FY2024 | ROIC (new) | 22.5% | 5.2% | 7.0% | 8.0% | 9.4% | At/above superior; earned at plan rates |
| FY2024 (older awards) | ROE | 22.5% | 6.5% | 9.2% | 10.6% | 13.0% | Superior for legacy grants |
Policies/vesting mechanics:
- RSU mix: ~35% time‑based (one‑third annual vest), ~65% performance‑based (annual EPS and ROE/ROIC plus four cultural goals) with 3‑year cliff vesting, accelerated under retirement, death, disability or qualifying CIC termination .
- FY2024 introduced supplemental performance‑based stock options for NEOs/direct reports; awards were timed post‑earnings to avoid information asymmetry .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial ownership (as of Jun 17, 2022) | 9,579 shares; <1% of class |
| Stock ownership guidelines | CEO 3x salary; other NEOs (incl. Adams) 1x salary; 3 years to comply; counts earned but unvested RSUs; all NEOs meet/on track in 2021–2024 |
| Hedging/pledging | Company prohibits hedging and pledging; no margin accounts allowed |
| RSUs outstanding (FY2025 year‑end) | 12,969 (grant 6/1/22) [$765,171 MV], 5,856 (6/1/23) [$345,504 MV], 3,204 (6/1/24) [$189,036 MV] |
| RSUs unearned (max) | 3,420 (9/5/23), 4,564 (6/1/23), 4,666 (6/1/24) |
| Options | 10,260 unexercisable @ $77.19, exp. 9/6/2033; FY2025 closing price $59.00 → options OTM |
| RSUs vested FY2025 | 6,805 shares; $585,979 value realized at vest |
Implication: sizable June RSU maturities are a recurring potential supply overhang; options currently OTM reduce near-term sell pressure .
Employment Terms
- Structure: One‑year employment agreements with automatic one‑year renewal unless notice by Nov 1; participation in annual incentive program (Adams at 75% target) .
- Severance: If terminated without cause, Adams receives 12 months’ severance pay, subsidized COBRA up to 12 months (with tax gross‑up on COBRA), and restrictive covenants (non‑compete during severance period; non‑solicit for 12 months post‑agreement) .
- Change‑in‑control: Double‑trigger equity vesting; no excise tax gross‑ups for parachute; RSUs fully vest upon qualifying termination in connection with a change in control .
Termination Economics Snapshot (as of FY2025)
| Scenario | Base salary ($) | Annual bonus ($) | COBRA ($) | Accelerated RSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying termination in connection with CIC | 1,009,000 | 908,100 | 17,599 | 2,046,061 | 3,980,760 |
| Company termination without cause (no CIC) | 504,500 | — | 17,599 | — | 522,099 |
| Retirement/death/disability | — | — | — | 1,227,341 | 1,227,341 |
| Voluntary/for cause | — | — | — | — | — |
Prior years show similar structures with lower salary/bonus and RSU values reflective of then‑current grants/market prices .
Investment Implications
- Pay‑for‑performance alignment: High weighting to adjusted EPS and capital efficiency in RSUs, plus EBITDA/FCF in annual bonuses, ties Adams’s realized pay to operational and financial outcomes; recent years show superior or above‑target attainment, supporting alignment with shareholder value creation .
- Vesting calendar and supply dynamics: June RSU maturities are material (6,805 shares vested in FY2025), creating periodic selling pressure; performance options struck at $77.19 are currently OTM vs. $59 FY2025 close, limiting option exercises and immediate supply .
- Retention and change‑in‑control economics: Double‑trigger CIC with full RSU acceleration plus ~ $4.0M total payout indicates meaningful CIC value; standard 12‑month severance (no CIC) and auto‑renewing agreements reduce abrupt departure risk but still provide exit flexibility .
- Governance safeguards: Anti‑hedging/anti‑pledging policy and stock ownership guidelines (Adams at 1x salary target; compliance on track) reduce misalignment risks tied to leverage or hedging, supporting long‑term orientation .
- Execution risk: As the senior operations lead, Adams’s incentive metrics (ROE/ROIC, EPS, EBITDA/FCF) directly reflect manufacturing and supply chain execution. Continued superior outcomes in FY2024 suggest strong operational discipline; any deterioration in these metrics would directly pressure his variable pay and could signal mounting execution risk .
Monitoring priorities: track quarterly RSU/option disclosures and annual proxy metrics; watch June vesting flows, EBITDA/FCF trajectory, and the evolution of ROIC/ROE targets in the RSU program for signals of future pay realizability and potential selling pressure .