Vance W. Tang
AMERICAN WOODMARKAbout Vance W. Tang
Vance W. Tang (age 58) is the Non-Executive Chair of American Woodmark’s Board (since 2020) and has served as a director since 2009; he previously served as Lead Independent Director (2019–2020). He is a retired operating executive and former President & CEO of KONE’s U.S. subsidiary and Executive Vice President of KONE Corporation (2007–2012), and he holds a CERT Certificate in Cybersecurity Oversight, indicating board-level cyber risk literacy . He is affirmatively determined independent under NASDAQ rules, and the Board reported all directors met at least 75% attendance in fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KONE Corporation (global elevators/escalators) | Executive Vice President, KONE Corporation; President & CEO, KONE U.S. subsidiary | 2007–2012 | Senior operating leadership in industrial/manufacturing; relevant to operations and safety oversight |
| American Woodmark (AMWD) | Lead Independent Director | 2019–2020 | Oversaw independent director executive sessions and CEO evaluation processes prior to becoming Board Chair |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Comfort Systems USA (public) | Director | Dec 2012–2025 | Public board experience in specialty contracting/MEP services; tenure concluded in 2025 |
| VanTegrity Consulting (private) | President | 2012–Present | Leadership/strategy consulting (private) |
| Other current public company boards | — | — | None (0 current public boards) per Board profile table |
Board Governance
- Role: Non-Executive Chair since 2020; previously Lead Independent Director (2019–2020) .
- Independence: Board majority independent; Tang is independent; all members of the Audit, Compensation, and GSN committees are independent per NASDAQ/SEC standards .
- Committees (FY2025): Member—Audit Committee; Member—Governance, Sustainability and Nominating (GSN) Committee; not a member of the Compensation Committee in FY2025 .
- Prior Committees (FY2024): Served on Compensation and Social Principles Committee (with independent members; no interlocks reported) .
- Attendance/Engagement: Board held seven meetings in FY2025; all directors attended at least 75% of Board/committee meetings; Board conducts executive sessions of independent directors at each regular meeting; site visit to Toccoa, GA manufacturing facility in FY2025 .
- Audit oversight cadence: Audit Committee (including Tang as member) met five times in FY2025; scope includes financial reporting, internal controls, related-party review, and cybersecurity risk oversight .
Fixed Compensation (Non-Employee Director FY2025)
| Metric | FY2025 |
|---|---|
| Annual cash retainer ($) | $85,000 |
| Additional cash retainer – Non-Executive Chair ($) | $125,000 |
| Total cash fees earned ($) | $210,000 |
| Committee chair fees ($) | Not applicable to Tang in FY2025 (he did not chair a committee) |
Performance Compensation (Equity) – Director RSUs
| Metric | FY2025 (Grant on Aug 22, 2024) |
|---|---|
| RSU shares granted | 1,370 RSUs |
| Grant date fair value ($) | $130,465 (1,370 × $95.23 close) |
| Vesting | Vests Aug 22, 2025 if continuous Board service; pro‑rata if departure before vest |
| Change-of-control treatment | Full shares issuable if serving until date of change of control |
| Unvested RSUs at 4/30/2025 | 1,370 RSUs (each director) |
Director Compensation Mix (FY2025) – Tang
| Component | Amount ($) |
|---|---|
| Cash (Board + Chair retainers) | $210,000 |
| Equity (RSUs grant-date fair value) | $130,465 |
| Total | $340,465 |
Other Directorships & Interlocks
- Current public company directorships: 0 (per AMWD Board profile table) .
- Prior public board: Comfort Systems USA, Director (Dec 2012–2025) .
- Compensation Committee interlocks: Company disclosed no interlocking relationships for the Compensation & Social Principles Committee (FY2024 disclosure) .
Expertise & Qualifications
- 30+ year industrial/manufacturing operating background; prior CEO of KONE U.S. (complex field operations, safety, and service logistics) .
- Cyber oversight credentials: CERT Certificate in Cybersecurity Oversight (board-appropriate cyber risk literacy) .
- Governance leadership: Independent Non-Executive Chair with prior Lead Independent Director experience .
Equity Ownership
| Metric | Jun 20, 2023 | Jun 17, 2024 | Jun 17, 2025 |
|---|---|---|---|
| Beneficially owned shares | 57,594 (less than 1%) | 56,884 (less than 1%) | 58,714 (less than 1%) |
| Trust-held shares (within above) | 9,664 (Tang Family Trust) | 9,664 (Tang Family Trust) | 9,664 (Tang Family Trust) |
| RSUs convertible within 60 days | 1,290 (if service continues) | 2,290 (if service continues) | — |
| Unvested director RSUs outstanding | — | — | 1,370 unvested RSUs (as of 4/30/2025) |
| Ownership guideline status | — | — | All non‑management directors met or were on pace to meet 5× retainer guideline |
Notes: Non‑management director ownership guideline equals 5× the annual cash retainer; 5‑year compliance window from initial board service; AMWD counts unvested RSUs toward the guideline .
Potential Conflicts & Related-Party Transactions
- Policy & controls: Audit and GSN Committees review related‑party transactions and potential conflicts; annual questionnaires required for officers/directors with Audit Committee review .
- Disclosed transactions: “There have been no related party transactions since the beginning of fiscal 2025 and none are currently proposed.” .
Risk Indicators & Red Flags
- RED FLAG: Delinquent Section 16(a) filing – the Company filed a late Form 4 reporting the annual director RSU grant for Tang (and other directors) for FY2025, indicating a compliance process lapse (administrative in nature but notable) .
- Attendance risk: None disclosed; all directors met at least 75% attendance in FY2025 .
- Hedging/pledging: Not disclosed for Tang; no pledging flagged in ownership tables .
Transaction Oversight Signal (Shareholder Confidence)
- AMWD special meeting approved the MasterBrand merger (12,717,195 For; 166,817 Against; 64,427 Abstain), and approved the advisory compensation proposal related to the merger (9,363,639 For; 3,479,390 Against; 105,410 Abstain), signaling strong shareholder support during Tang’s tenure as Non‑Executive Chair .
Governance Assessment
-
Positives:
- Independent Non‑Executive Chair with prior Lead Independent Director experience; clear separation from management .
- Robust independence posture (8 of 9 independent directors) and independent committee composition .
- Active oversight roles on Audit and GSN Committees; Audit scope includes cybersecurity risk .
- Ownership alignment: meaningful beneficial ownership (58,714 shares) with progress against a stringent 5× retainer guideline; all non‑management directors met or were on pace by FY2025 .
- Consistent attendance and board engagement, including site visits and independent director executive sessions .
- No related‑party transactions reported in FY2025; Compensation Committee interlocks disclosure indicates no interlocks (FY2024) .
-
Watch items:
- Section 16(a) timeliness lapse on director RSU Form 4 filings (administrative), but nonetheless a governance process red flag to monitor for recurrence .
- Committee rotation (off Compensation Committee by FY2025) concentrates Tang’s role on Audit/GSN and Board Chair duties; reduces potential conflicts from chairing comp matters but should be monitored for overall workload balance .