M. Scott Culbreth
About M. Scott Culbreth
Independent director at Flexsteel Industries (FLXS), age 55, serving since 2021. Currently President, CEO, and director of American Woodmark Corporation (public cabinet manufacturer). Education: B.S. in Finance (Virginia Tech) and MBA (Washington University in St. Louis). Core credentials: public-company CEO and former CFO with deep finance and manufacturing experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Woodmark Corporation | Senior Vice President & CFO | 2014–2020 | Led finance for a public manufacturer |
| Piedmont Hardware Brands | Chief Financial Officer | 2013–2014 | Home improvement hardware finance leadership |
| Newell Brands, Inc. | Various finance-related roles | 2007–2013 | Global consumer goods financial operations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| American Woodmark Corporation | President, CEO, and director | 2020–present | Public company board service |
Board Governance
- Independence: Determined independent under Nasdaq listing standards .
- Board class/tenure: Class III; nominated for term expiring at 2028 annual meeting .
- Attendance and engagement: In FY2025 the Board met 14 times; directors attended 93% of Board meetings and 100% of their committee meetings; all directors attended the prior annual meeting .
- Board leadership: Independent Chair (Mr. Levine) through Dec 10, 2025; Ms. McGovern to assume Chair; Chair and CEO roles separated .
- Executive sessions: Independent directors meet periodically in executive session .
Committee Assignments
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Compensation Committee | Chair | 4 |
| Nominating & Governance Committee | Member | 7 |
- Compensation Committee practices: Uses Meridian Compensation Partners as independent consultant for peer/practice advice; authority to approve equity compensation; limited CEO delegation for non-executive grants .
Fixed Compensation
| Component | FY2025 Value | Notes |
|---|---|---|
| Cash fees (retainer + committee roles) | $77,750 | Standard director retainer $61,500/year; Chair of Board + committee chair/member add-ons per policy |
| Equity (stock awards) | $96,982 | Delivered quarterly; no additional vesting |
| Total | $174,732 |
Policy detail for directors (effective changes FY2026):
- Annual director cash retainer increases to $70,000; Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $15,000; Audit members $7,500; Comp members $5,000; Nominating members $5,000 .
- Annual director stock grant increases to $100,000; delivered quarterly with no additional vesting .
- No meeting fees .
- Plan-level cap: Non-employee director compensation (cash + equity at grant-date fair value) limited to $750,000 per fiscal year .
Compensation mix signal: In FY2025, equity represented ~55.5% ($96,982/$174,732) of Culbreth’s director pay, reinforcing alignment with shareholders .
Performance Compensation
Directors at FLXS receive fixed equity grants (not performance-based); however, as Compensation Committee Chair, Culbreth oversees executive pay tied to defined performance metrics:
FY2025 Cash Incentive Plan (CIP) Metrics
| Metric | Threshold | Target | Maximum | Actual Achievement (% of Target) |
|---|---|---|---|---|
| Adjusted Operating Income ($mm) | $21.0 | $26.2 | $30.7 | 200% |
| Net Sales ($mm) | $388.4 | $431.6 | $474.8 | 122% |
Weighted average payout for FY2025 CIP objectives was 177% based on 70% weighting to adjusted operating income and 30% to net sales .
LTIP / 2022 Equity Plan – Three-Year Performance Framework
- Objective: Adjusted operating income each fiscal year within a 3-year performance period (e.g., 2022–2025) .
- Three-year performance period ended June 30, 2025 achieved 145% of target; per-year AOI targets set at threshold/target/outstanding/maximum and averaged over three years .
- Shift emphasized stock awards over options for alignment and market competitiveness; RSUs vest at 3 years under 2022 plan .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock | Disclosure/Conflict Check |
|---|---|---|---|
| American Woodmark Corporation | CEO/Director | Adjacent industry (cabinets vs. furniture) | Company’s Related Party Transaction Policy applied; no reportable related party transactions in FY2025 |
- Independence affirmed; no disclosed business dealings with entities where Culbreth has a financial interest; the Audit & Ethics Committee reviews and approves any related-person transactions >$120,000; none reported FY2025 .
Expertise & Qualifications
- Public company leadership (CEO; former CFO), corporate finance, accounting, manufacturing operations .
- Degrees: B.S. Finance (Virginia Tech) and MBA (Washington University in St. Louis) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of | Notes |
|---|---|---|---|---|
| M. Scott Culbreth (as trustee for The Culbreth Family Revocable Joint Trust) | 12,556 | 0.2% | Oct 13, 2025 | Total shares outstanding 5,340,446 |
Alignment and restrictions:
- Ownership guidelines: Directors expected to hold 5x annual director cash compensation .
- Hedging and pledging: Prohibited; plus minimum six-month hold for open-market purchases; prohibits margin transactions and derivatives .
- Valuation check: Using Oct 13, 2025 Nasdaq closing price $43.11 , Culbreth’s holdings ≈ $541k (12,556 × $43.11), exceeding 5× cash retainer requirement ($61,500 × 5 = $307,500) .
Governance Assessment
-
Strengths
- Independent status; active leadership as Compensation Committee Chair; engaged on Nominating & Governance .
- High engagement: Board 93% attendance; committees 100%; his committees met 4 and 7 times, respectively, indicating involvement .
- Strong alignment: Significant equity portion in director pay; quarterly stock grants with no additional vesting; robust stock ownership guidelines; anti-hedging/pledging policies .
- Clawback and best-practice equity plan features (no evergreen, no repricing; director comp cap) support shareholder-friendly design .
-
Potential Risks / Conflicts
- External CEO role at American Woodmark (industry adjacency) could create perceived interlocks; however, related party reviews disclosed no reportable transactions in FY2025; independence affirmed by Nasdaq standards .
-
Change-in-Control and Incentives
- For non-employee directors, awards fully vest at change in control (if not assumed), with performance awards deemed at 100% of target; if assumed, director treatment still provides full vesting rights specific to directors .
- Equity awards subject to company clawback policy tied to restatements and misconduct, consistent with Dodd-Frank and exchange rules .
-
Oversight Signals
- Compensation Committee’s use of external independent consultant (Meridian) and explicit metric design (AOI, sales; multi-year AOI) point to structured pay-for-performance governance .
Director Compensation (Detail)
| Metric | FY2025 |
|---|---|
| Fees earned or paid in cash ($) | $77,750 |
| Stock awards ($) | $96,982 |
| Total ($) | $174,732 |
Policy Notes:
- Annual director stock grant $97,000; increases to $100,000 in FY2026; delivered quarterly; no additional vesting .
- Director cash retainer $61,500; increases to $70,000 in FY2026; committee chair and member add-ons as listed above; no meeting fees .
- Non-employee director compensation cap: $750,000 per fiscal year .
Compensation Committee Metrics (Executive Pay Oversight)
| Metric | FY2025 Threshold | FY2025 Target | FY2025 Maximum | FY2025 Actual |
|---|---|---|---|---|
| Adjusted Operating Income ($mm) | $21.0 | $26.2 | $30.7 | 200% of target |
| Net Sales ($mm) | $388.4 | $431.6 | $474.8 | 122% of target |
Three-Year LTIP (ended FY2025): AOI-based plan achieved 145% aggregate payout; per-fiscal-year AOI thresholds/targets set and averaged across the three-year period .
Related-Party Exposure and Policies
- Policy: Audit & Ethics Committee reviews related person transactions >$120,000 for fairness and arm’s-length terms .
- FY2025 result: No reportable related-party transactions .
- Insider Trading Policy: Prohibits hedging, short-selling, margin/pledging, and certain derivative transactions; minimum six-month hold for open-market purchases .
Say-on-Pay & Shareholder Feedback
- Proposals at 2025 annual meeting include advisory vote on executive compensation and vote on frequency; Board recommends one-year frequency .
- Participation: Recent annual meetings had 69.1% (2022), 73.7% (2023), and 75.5% (2024) of outstanding shares represented .
Signals for Investors
- Compensation governance is structured and metrics-driven; strong alignment mechanisms (ownership guidelines, quarterly stock grants, clawbacks, anti-hedging) bolster investor confidence .
- Independence and lack of related-party transactions mitigate conflict risk despite external CEO role at a public manufacturer .
- Committee leadership and consistent attendance indicate high engagement and board effectiveness .