William Waszak
AMERICAN WOODMARKAbout William Waszak
William L. Waszak, 64, is Senior Vice President and Chief Information Officer (CIO) at American Woodmark (AMWD). He has served as SVP, CIO since August 2024 (previously VP, CIO from May 2019), and was elected an executive officer on February 24, 2025 . His remit spans digital transformation, cybersecurity, HCM systems, and ERP deployments—areas specifically included in NEO performance goals for fiscal 2025 . Company incentive design ties his pay to Adjusted EBITDA and Free Cash Flow for annual bonuses and to adjusted EPS, Return on Average Equity, and ROIC in long-term equity, with FY2025 annual plan paying at 60.75% of target and FY2023 multi‑year RSUs vesting at 88.9% overall .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Woodmark | SVP, Chief Information Officer | Aug 2024 – Present | Leads digital transformation programs (cybersecurity enhancements, HCM capability improvements, ERP go-live in a West Coast plant) embedded in NEO goals . |
| American Woodmark | VP, Chief Information Officer | May 2019 – Aug 2024 | Drove platform and digital initiatives foundational to current GDP strategy (Growth, Digital Transformation, Platform Design) . |
External Roles
- Not disclosed in AMWD’s filings reviewed.
Fixed Compensation
| Item | FY2025 | Source |
|---|---|---|
| Base Salary (paid) | $396,354 | |
| Base Salary Rate (FY2025) | $399,939 | |
| Target Bonus (% of salary) | 60% | |
| Max Bonus (% of salary) | 120% | |
| All Other Compensation (FY2025) | $21,476 | |
| All Other Compensation – Breakdown | $18,340 Company 401(k)/profit-sharing; $3,136 supplemental life/medical exams |
Performance Compensation
Annual Cash Bonus – FY2025
| Metric | Weight | Company Result vs Target | Payout to Waszak |
|---|---|---|---|
| Adjusted EBITDA | 60% | Included in 60.75% overall company performance outcome | $141,736 |
| Free Cash Flow | 20% | Included in 60.75% overall company performance outcome | — |
| Individual Goals (incl. cybersecurity, HCM, ERP go‑live) | 20% | Individual assessments 55%–65% subject to company result | — |
| Total | 100% | 60.75% of target bonus | $141,736 |
Long‑Term Incentives (RSUs/PSUs) – FY2025 Grants (Grant date: June 1, 2024)
| Component | Shares (Threshold) | Shares (Target) | Shares (Superior) | Service‑Based RSUs | Grant Date Fair Value |
|---|---|---|---|---|---|
| Performance & Cultural RSUs | 939 | 1,878 | 3,755 | 1,875 | $351,784 |
- LTIP performance metrics: adjusted EPS and return on average equity for select years; ROIC in current‑year grants .
- FY2023 multi‑year RSUs vested at 88.9% overall; Waszak received 3,647 shares upon vest .
Equity Vested in FY2025
| Type | Shares Vested | Value Realized |
|---|---|---|
| RSUs (granted in 2021 and 1/3 of 2023 service RSUs) | 2,213 | $190,561 |
Outstanding Equity and Vesting Schedules (as of April 30, 2025)
| Instrument | Quantity | Terms / Dates | Valuation Notes |
|---|---|---|---|
| RSUs – Not Yet Vested | 2,127 | Includes service-based FY2024 and FY2025 components; scheduled to vest 6/1/2026 and 6/1/2027 | $125,493 market value using $59.00 close on 4/30/2025 |
| RSUs – Unearned (Performance/Cultural) | 3,098 | Unearned FY2026/FY2027 performance/cultural components of FY2024/FY2025 grants; scheduled to vest 6/1/2026 and 6/1/2027 at maximum | $182,767 market value using $59.00 close |
| Performance‑Based Options | 10,260 (unexercisable) | Strike $77.19; Expiration 9/6/2033 | Out‑of‑the‑money at $59.00 (4/30/2025) |
| FY2023 RSU Award Settlement (earned/vested) | 3,647 | Vested 6/1/2025 | Earnout factor 88.9% |
Upcoming Vesting Events (Key Dates)
- 6/1/2026: Service and earned performance components of FY2024 RSUs scheduled to vest .
- 9/5/2026: Unearned FY2026 performance‑based component (FY2024 award) scheduled at maximum; subject to actual performance .
- 6/1/2027: Service and earned performance components of FY2025 RSUs scheduled to vest .
- 7/3/2026: Special retention RSUs (5,310) from July 3, 2025 grant cliff vest after one year .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (9/22/2025) | 7,903 shares; less than 1% of 14,568,987 shares outstanding |
| Ownership Guidelines | NEO guideline = 1x base salary; 3 years to comply after becoming an executive officer; as of 4/30/2025 all NEOs meet or are on track |
| Anti‑Hedging / Anti‑Pledging | Hedging transactions prohibited; pledging or holding in margin accounts prohibited |
| Clawback | Mandatory clawback for restatements under SEC/Nasdaq rules; RSUs include additional restatement/misconduct clawbacks |
Employment Terms
| Term | Key Details |
|---|---|
| Employment Agreement | Effective Feb 25, 2025; initial term through Dec 31, 2025; auto‑renews one year each Jan 1 unless notice by Nov 1; extends 12 months beyond a Change in Control (CIC) month |
| Base Salary | At least $399,939 with potential upward adjustments |
| Annual Bonus Opportunity | 0%–120% of base salary; metrics set annually by Compensation Committee |
| Severance (No CIC) | If terminated without cause or non‑extension: 12 months of base salary; subsidized COBRA up to 12 months; non‑compete during severance period; 12‑month non‑solicit after expiration |
| CIC – Double Trigger | Upon termination without cause within 3 months before/1 year after CIC or for good reason within 1 year after CIC: cash = 2× (greater of current or highest base salary) + (greater of 3‑yr average bonus or 60% of max eligible bonus); unvested equity becomes 100% vested |
| Golden Parachute Tax | No excise tax gross‑ups; “best‑net cutback” applies |
Scenario Analysis (As of April 30, 2025)
| Termination Scenario | Base Salary $ | Annual Bonus $ | COBRA $ | Accelerated RSU $ | Total $ |
|---|---|---|---|---|---|
| Qualifying Termination in Connection with CIC | 799,878 | 575,912 | 13,515 | 923,217 | 2,312,522 |
| Company Without Cause (No CIC) | 399,939 | — | 13,515 | — | 413,454 |
| Retirement/Death/Disability | — | — | — | 409,853 | 409,853 |
| Voluntary/For Cause | — | — | — | — | — |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 97.4% approval at 2024 annual meeting; program unchanged for FY2025 in response .
- Independent consultant: Meridian Compensation Partners; updated peer group used for FY2025 design .
Performance & Track Record
- FY2025 initiatives tied to CIO scope included cybersecurity enhancements, HCM capability improvements, and ERP go‑live at a West Coast facility; individual goal assessments ranged 55%–65% subject to overall company result, with company outcome at 60.75% of target .
- FY2023 multi‑year RSU vesting reflected cumulative performance across FY2023–FY2025 with 88.9% vested (performance and cultural goals), yielding 3,647 shares to Waszak .
Compensation Structure Analysis
- Bonus design emphasizes company results over individual outcomes: Adjusted EBITDA (60%), FCF (20%), and individual goals (20%) for FY2025; company performance paid at 60.75% of target .
- LTIs emphasize earnings/return metrics (adjusted EPS, ROAE, ROIC) to align with long‑term value creation .
- Options were granted in FY2024 but not in FY2025; Waszak’s 9/5/2023 options (10,260) at $77.19 were out‑of‑the‑money vs $59.00 close on 4/30/2025, reducing near‑term exercise incentives .
- Special retention RSUs (5,310 shares) granted July 3, 2025 vest after 1 year to support leadership continuity post‑CFO departure, signaling targeted retention focus .
Equity Ownership & Vesting Pressure Indicators
- Upcoming vesting dates (6/1/2026, 9/5/2026, 6/1/2027) and the 7/3/2026 retention cliff may create routine sell‑to‑cover activity; options remain out‑of‑the‑money as of 4/30/2025, implying limited option‑driven selling pressure near‑term .
- Anti‑pledging policy reduces collateral‑driven sell risk; clawbacks provide downside protection in restatement/misconduct scenarios .
Employment Terms – Additional Provisions
- Non‑compete applies during paid severance; 12‑month non‑solicit post‑agreement; “cause” defined to include neglect (after notice), misconduct, fraud/dishonesty with material adverse impact, or felony/moral turpitude conviction/plea .
- Contract confirms eligibility for executive benefits and equity programs at Board discretion; duties defined as SVP, CIO reporting to CEO .
Investment Implications
- Incentive alignment is anchored in profit/cash metrics (EBITDA/FCF) and capital efficiency (EPS/ROAE/ROIC), with strong shareholder support for pay design (97.4% Say‑on‑Pay) .
- Retention award post‑CFO departure suggests proactive talent retention; 2026 vest dates could create modest sell‑to‑cover flows, but anti‑pledging policy mitigates leverage‑related risk .
- Waszak’s beneficial ownership is modest (7,903 shares; <1%), with a 1x salary ownership guideline and a 3‑year compliance runway post‑elevation to executive officer in Feb 2025; he is on track per company policy .
- CIC protection (2× cash plus equity acceleration, no 280G gross‑up, best‑net cutback) is standard market‑median, balancing retention with shareholder safeguards .