The Annual Meeting of Shareholders (“Annual Meeting”) of American Woodmark Corporation (the “Company”) will be held at the Holiday Inn, 333 Front Royal Pike,The George Washington Hotel, 103 East Piccadilly Street, Winchester, Virginia, on Wednesday,Thursday, August 26, 2015,23, 2018, at 9:00 a.m., Eastern Daylight Time, for the following purposes:

Only shareholders of record of shares of the Company’s common stock at the close of business on June 18, 201522, 2018 will be entitled to vote at the Annual Meeting or any adjournments thereof.

All shareholders are cordially invited to attend the Annual Meeting.

In addition to the solicitation of proxies by mail, the Company’s officers and other employees, without additional compensation, may solicit proxies by telephone facsimile, and personal interview. The Company will bear the cost of all solicitation efforts. The Company also will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of the Company’s common stock held as of the record date by those parties and will reimburse those parties for their expenses in forwarding soliciting material.

A form of proxy for use at the Annual Meeting and a return envelope for the proxy are enclosed. Any shareholder who provides a proxy may revoke such proxy at any time before it is voted. Proxies may be revoked by:

Votes will be tabulated by one or more inspectors of election. A proxy, if properly executed and not revoked, will be voted as specified by the shareholder. If the shareholder does not specify his or her choice but returns a properly executed proxy card, the shares will be voted as follows:

A majority of the total outstanding shares of common stock of the Company entitled to vote on matters to be considered at the Annual Meeting, represented in person or by proxy, constitutes a quorum. Once a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes for the remainder of the meeting. Abstentions and shares held of record by a broker or its nominee (“Broker Shares”) that are voted on any matter are included in determining the number of votes present or represented at the Annual Meeting. However, Broker Shares that are not voted on any matter at the Annual Meeting will not be included in determining whether a quorum is present at the meeting.

The Company’s bylaws require that, in uncontested elections, each director receive a majority of the votes cast with respect to that director (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Actions on all other matters to come before the meeting will be approved if the votes cast “for” that action exceed the votes cast “against” it. Abstentions and Broker Shares that are not voted on a particular matter are not considered votes cast and, therefore, will have no effect on the outcome of the election of directors or any other matter.

Participants in the American Woodmark Corporation InvestmentRetirement Savings Stock Ownership Plan will receive a proxy packet from the Company’s transfer agent and registrar, Computershare Shareholder Services, enabling them to provide instructions for voting the shares of the Company’s common stock held in their plan accounts. The Newport Group, the plan’s administrator, will determine the number of shares beneficially owned by each participant and communicate that information to the transfer agent. Each participant’s voting instructions must be properly executed and returned in the envelope provided in order for the participant’s shares to be voted. If a participant does not return voting instructions, then the shares held in the participant’s account will not be voted.voted by the Trustee in the same manner as shares voted by other plan participants.

The Board is currently comprised of nineeight members, each of whom hashave been recommended by the Governance Committee to the Board and nominated by the Board for election byat the Company. In November 2014,Annual Meeting to continue to serve on the Board amended the Company’s bylaws to decrease the number of directors from ten to nine effective December 31, 2014.Board. Unless otherwise specified, if returned and properly executed, the enclosed proxy will be voted for the nineeight persons named below to serve until the next Annual Meeting and until their successors are elected and duly qualified. Each of the nominees listed below is presently a director of the Company and was elected by shareholders at the last Annual Meetingannual meeting for a term expiring at the upcoming Annual Meeting.

The Governance Committee is responsible for identifying and recommending to the Board nominees for election to the Board. In identifying potential nominees, the Governance Committee considers candidates recommended by shareholders, current members of the Board or management, as well as any other qualified candidates that may come to the Governance Committee’s attention. From time to time, the Governance Committee may engage an independent firm to assist in identifying potential director nominees. The Governance Committee evaluates all potential director nominees in the same manner regardless of the source of the recommendation. Any shareholder wishing to recommend a candidate for consideration by the Governance Committee should send a written statement addressed to the Company’s Secretary at the Company’s principal executive offices identifying the candidate and providing relevant qualifications and biographical information.

The Board believes that the Company’s directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of itsthe Company's shareholders. When searching for new directors, the Governance Committee considers a candidate’s managerial experience, as well as business judgment, background, integrity, ethics and conflicts of interest. The Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Governance Committee believe it is essential that the Company’s Board members represent diverse viewpoints. The Governance Committee considers issues such as diversity of professional experience, skills, viewpoints education, gender, race and national origin.education. In considering candidates for the Board, the Governance Committee considers the entirety of each candidate’s credentials in the context of these criteria. With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board are also considered.

Each nominee listed below has consented to serve as a director, and the Company anticipates all of the nominees named below will be able to serve, if elected. If at the time of the Annual Meeting any nominees arenominee is unable or unwilling to serve, then shares represented by properly executed proxies will be voted at the discretion of the persons named therein for such other person or persons as the Board of Directors may designate.

If shareholders doa nominated director does not electreceive a nominee who is serving as a director,majority of the votes cast at the Annual Meeting, Virginia law providesand the Company's bylaws provide that thesuch director would continue to serve on the Board as a “holdover director.” Under the Company’s bylaws, each incumbent director submits an advance, contingent, irrevocable offer of resignation that the Board may accept if shareholders dothe nominee does not electreceive a majority of the director at the Annual Meeting.votes cast. In that situation, the Board’s

The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees of the Company. This code sets forth important Company policies and procedures in conducting the Company’s business in a legal, ethical and responsible manner. The Code of Business Conduct and Ethics encompasses policies addressing employee conduct, conflicts of interest, insider trading and the protection of confidential information, and requires all employees to respect and obey all applicable laws and regulations when conducting the Company’s business.

The Board has also adopted an additional Code of Ethics for the Chief Executive Officer and all Senior Financial Officers, including the Chief Financial Officer, Treasurer and Controller of the Company. This code sets forth Company policies and procedures for ensuring that disclosures in the Company’s financial reports and documents that the Company files or furnishes to the Securities and Exchange Commission (“SEC”) and in other public communications are full, fair, accurate, timely and understandable. Additionally, the Chief Executive Officer

Both of these codes can be found on the Corporate Governance page of the Company’s web site at http://investors.americanwoodmark.com/governance. Any amendments to, or waivers from, any code provisions that apply to the Company’s directors or executive officers, including the Company’s Chief Executive Officer and Chief

The Company’s Board currently consists of nineeight directors, all of whom are subject to annual shareholder elections to one-year terms of service. TheEach of the Company’s independent directors sitsits on at least one of the three Board committees, which include the Audit Committee, the Compensation Committee and the Governance Committee. During fiscal 2015, one of the Company's directors, Kent J. Hussey, who served on the Audit Committee and Governance Committee, resigned from the Board.

Mr. GuichardDunston currently serves as both the Company’s Chairman and its Chief Executive Officer and the Board has not designated a lead independent director. As discussed earlier, Mr. Guichard will step down as Chief Executive Officer as of August 26, 2015 but will remain with the Company in the role of non-executive Chairman of the Board.Officer. The Board believes that there are a number of important advantages for the Companyto having the positions of Chairman and Chief Executive Officer held by the same person. The Chief Executive Officer has historically been the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. The Company’s independent directors bring experience, oversight and expertise from outside the Company and its industry, while the Chief Executive Officer has historically brought Company-specific experience and expertise. The Board believes that its current leadership structure also enhances its ability to engage in effective risk oversight because Mr. Dunston’s insight and understanding of the combined role of Chairmanmaterial risks inherent in the Company’s business allows him to identify and Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management andraise key risks to the Board which are essentialand his role as Chairman will ensure that the Board and its committees give attention to effective governance.areas of concern. From time to time, during managed transitions of leadership of the Company, there may be a period where the positions of Chairman and Chief Executive Officer are held by different people.

    

The Company’s independent directors meet in regularly scheduled executive sessions at each of the Company’s Board meetings, without management present. During fiscal year 2015,2018, the independent directors met foursix times to discuss certain Board policies, processes and practices, the performance and compensation of the Company’s Chief Executive Officer, management succession and other matters relating to the Company and the functioning of the Board.

The Board of Directors of the Company is composed of a majority of directors who are independent directors as defined under the NASDAQ Marketplace Rules. The Board’s Audit and Compensation Committee members also meet additional independence requirements pursuant to the NASDAQ Marketplace Rules and SEC rules.

To be independent under the NASDAQ Marketplace Rules, the Board must determine that a director has no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying

Based upon this review, the Board affirmatively determined that sixseven of its nineeight current directors are independent as defined by the NASDAQ Marketplace Rules. The independent directors are: Mr. Cogan, Ms. Dally, Mr. Davis, Ms. Hayes, Mr. Hendrix, Ms. Moerdyk, Mr. Moon and Mr. Tang, each of whom is standing for re-election at the Annual Meeting. In addition, all of the members presiding onof the Audit Committee, the Compensation Committee, and the Governance Committee are independent. The members of the Audit and Compensation Committees also meet the additional independence requirements applicable to them under the NASDAQ Marketplace Rules and SEC rules.

The Audit Committee and the independent non-management directors have established procedures to enable any shareholder or employee who has a concern about the Company’s conduct or policies, or any employee who has a concern about the Company’s accounting, internal accounting controls or auditing matters, to communicate that concern directly to the Board, to the independent directors, or to the Audit Committee. Such communications may be confidential or anonymous. Such communications may be submitted in writing by sending a letter to:

Audit Committee

c/o Manager,Director, Internal Audit

American Woodmark Corporation

P.O. Box 2252

Winchester, Virginia 22604

The Company’s Manager,Director, Internal Audit reviews all such written correspondence and forwards to the Audit Committee a summary of all correspondence received. The Audit Committee will review this information and determine a course of action as appropriate based on the information received.

The Audit Committee reviews and regularly provides the Board of Directors with a summary of all communications received from shareholders and employees and the actions taken or recommended to be taken if an action requires approval of the full Board as a result of such communications. Directors may, at any time, review a

The Company’s Board of Directors presently consists of nineeight directors. The Board held foursix meetings during the fiscal year ended April 30, 2015.2018. All of the directors attended at least 75% of the total number of Board meetings and meetings of all committees of the Board held during periods when they were members of the Board or such committees, with the exception of Mr. Cogan (Chair of the Audit Committee), who attended 100% of the Board meetings and 67% of the Audit Committee meetings. Mr. Cogan has attended all of the meetings held since he was appointed Chair of the Audit Committee.committees. The Board of Directors believes that attendance at the Company’s Annual Meetingannual meeting demonstrates a commitment to the Company, responsibility and accountability to the shareholders, and support of management and employees. Therefore, it is a policy of the Board that all members attend the Annual Meetingannual meeting of Shareholders.shareholders. All members of the Board attended last year’s Annual Meeting.annual meeting.

The Company’s bylaws specifically allow for the Board to create one or more committees and to appoint members of the Board to serve on them. Under such authority, the Board created the Audit Committee, the Compensation Committee and the Governance Committee and appointedannually appoints individuals from among its independent members to serve on these three committees. Each committee operates under a written charter adopted by the Board, as amended from time to time. On an annual basis, each committee reviews and reassesses the adequacy of its committee charter. The Audit Committee is scheduled to meet at least quarterly and the Compensation and Governance Committees meet as required, typically two to three times per year. The committees may hold special meetings as necessary. These committees report regularly to the full Board of Directors with respect to their fulfillment of the

The Audit Committee consists of Mr. Cogan, who chairs the Committee, Mr. Davis, Ms. Moerdyk and Ms. Moerdyk.Mr. Hendrix. All members have been determined by the Board of Directors to be “independent” as defined under the NASDAQ Marketplace Rules and SEC rules. The Board of Directors has determined that all of the current members of the Audit Committee are “audit committee financial experts” as defined under SEC rules.

The Audit Committee’s duties include but are not limited to: (1) selecting and overseeing the performance of the Company’s independent registered public accounting firm, (2) reviewing the scope of the audits to be conducted by them, as well as the results of their audits, (3) overseeing the Company’s financial reporting activities, including the Company’s financial statements included in the Company’s Annual Report on Form 10-K, and the accounting standards and principles that are followed, (4) approving audit and non-audit services provided to the Company by the Company’s independent registered public accounting firm, (5) reviewing the organization and scope of the Company’s internal audit function and internal controls, (6) reviewing and approving or ratifying transactions with related persons required to be disclosed under SEC rules, and (7) conducting other reviews relating to compliance by employees with Company policies and applicable laws.

The Audit Committee met sixseven times during fiscal year 2015.2018. The Audit Committee is governed by a written charter approved by the Board of Directors, which can be viewed on the Corporate Governance page of the Company’s web site at http://investors.americanwoodmark.com/governance. The Report of the Audit Committee is found beginning on page 33.34.

The Compensation Committee is composed of Mr. Tang, who chairs the Committee, Ms. DallyHayes and Mr. Hendrix.Moon. All members have been determined by the Board of Directors to be “independent” as defined under the NASDAQ Marketplace Rules and SEC rules.

The Compensation Committee’s duties include but are not limited to: (1) reviewing, evaluating, and approving corporate goals and objectives relevant to the Chief Executive Officer’s and other senior executive officers’ compensation, (2) evaluating the Chief Executive Officer’s and other senior executive officers’ performance in light of those goals and objectives, (3) determining and approving the Chief Executive Officer’s and other senior executive officers’ compensation levels based on this evaluation, and (4) overseeing the compensation and benefit plans, policies, and programs of the Company.

The Compensation Committee determines the Chief Executive Officer’s compensation after reviewing his performance with the independent directors of the Board and without members of management being present, and shares this information with the full Board. The Compensation Committee determines the compensation of the other

The Compensation Committee administers and approves awards under the Second Amended and Restated 2004Company's 2016 Employee Stock Incentive Plan for Employees, as amended, and the Company’s 20112015 Non-Employee Director Equity OwnershipDirectors Restricted Stock Unit Plan.

The Compensation Committee met twothree times during fiscal year 2015.2018. The Compensation Committee’s charter can be viewed on the Corporate Governance page of the Company’s web site at http://investors.americanwoodmark.com/governance. Additional information on the Company’s philosophy and policies pertaining to executive compensation are addressed in the Compensation Discussion and Analysis beginning on page 9.11. The Report of the Compensation Committee is containedcan be found beginning on page 28.30.

The Governance Committee is composed of Mr. Davis, who chairs the Committee, Ms. Moerdyk and Ms. Dally.Hayes. All members have been determined by the Board of Directors to be “independent” as defined under the NASDAQ Marketplace Rules.

Purpose and Duties. The Governance Committee is responsible for identifying and recommending to the Board new director nominees for the Board, recommending directors for appointment to committees and chairs, and ensuring that the size, composition, and practices of the Board best serve the Company and its shareholders. From time to time, the Committee may engage an independent firm to assist in identifying potential candidates.

In evaluating candidates for electionnomination to serve on the Board, the Governance Committee will assess the candidate’s character and professional ethics, judgment, business experience, independence, understanding of the Company’s or other related industries, and other factors deemed pertinent in light of the current needs of the Board. Each candidate will be recommended without regard to gender, race, age, religion or national origin. Specific qualities and skills established by the Committee for directors,candidates, which are included in the Governance Committee charter, include:

The Governance Committee’s responsibilities also include, but are not limited to: (1) regularly assessing the effectiveness of the Board; (2) annually reviewing the performance of each director; (3) determining whether any director conflicts of interest exist; (4) reviewing any director related party transactions; and (5) periodically reviewing the Company’s corporate governance policies. The Governance Committee met four times during fiscal year 2015.2018. The Governance Committee’s charter can be viewed on the Corporate Governance page of the Company’s web site at http://investors.americanwoodmark.com/governance.

The Governance Committee will consider a director nominated by aA shareholder of record may nominate a person or persons for election as a director at the fiscal year 20162019 Annual Meeting if theany such nomination is submitted in writing to the Secretary of the Company in accordance with the Company’s bylaws and is received in the Company’s principal executive offices on or before April 28, 2016.25, 2019. The nomination must include the name and address of the director nominee and a description of the director nominee’s qualifications for serving as a director and the following information:

The Governance Committee may subsequently request additional information regarding the director nominee or the shareholder making the nomination. Nominations by shareholders made in accordance with these procedures will receive due consideration by the Governance Committee. However, theThe Chair of the Governance Committee may refuse to acknowledge the nomination of any person not made in compliance with these procedures. The Governance Committee also considers director nominees recommended by current members of the Board of Directors and members of management. From time to time, the Governance Committee may engage an independent firm to assist in identifying potential director nominees. The Governance Committee evaluates all director nominees in the same manner regardless of the source of the recommendation.

The goal of the Company’s compensation program, as administered by the Compensation Committee, is to facilitate the creation of long-term value for its shareholders by attracting, motivating and retaining qualified senior

The following is a summary of the key considerations affecting the determination of compensation by the Compensation Committee for the Company’s named executive officers. The Company’s named executive officers (NEO's)("NEOs") for fiscal year 20152018 were:

Providing shareholders with an appropriate level of return on their investment is an important objective of the Company, the Board and the Compensation Committee. As a result, performance that rewards the Company’s shareholders factors prominently in the Compensation Committee’s decisions about the type and amount of long-term compensation paid to the Company’s executive officers.

The Company’s Competitive Peer Group was most recently updated in 2016 at the recommendation of Pearl Meyer and consists primarily of similar-sized companies in the furniture and building products industries that may compete with the Company for executive talent and which investors may consider as investment alternatives to the Company. For purposes of Pearl Meyer’s 2013 analysis, theThe Company’s Competitive Peer Group included: Bassett Furniture Industries, Inc., Builders FirstSource, Inc., Dixie Group Inc.,includes: Ethan Allen Interiors Inc., Flexsteel Industries, Inc., Furniture Brands International Inc., Gibraltar Industries, Inc., Hooker Furniture Corporation, Kimball International, Inc., La-Z-Boy Inc., Omnova Solutions Inc.,Incorporated, Patrick Industries, Inc., School Specialty, Inc., Sealy Corp, Select Comfort Corporation, Simpson Manufacturing Co., Inc., Herman Miller, Inc., Masonite International Corporation, Ply Gem Holdings, Inc., and Trex Company,Libbey Inc.

Stock Ownership Guidelines. The Company has adopted guidelines for sharestock ownership by its named executive officers. The Company expects thatdetermines the amount of Company stock its named executive officers will retain Companyholds by including all shares after either exercisingof stock owned outright by the individual as well as earned but unvested restricted stock units ("RSUs"), but not unexercised stock options, or receiving shares from RSU award grants, so that a minimum ownership of Company stock is achieved. For Mr. Guichard,Dunston, the stock ownership guideline is equivalent to three times his base salary, and for Messrs. Dunston, Culbreth, BoyerCampbell and Campbell,Adams, the stock ownership guideline is equivalent to their respective base salaries.  As of April 30, 2018, all NEOs meet the ownership guideline established by the Company.

The compensation program for executive officers for fiscal year 20152018 consisted of the following elements:

Elements available to substantially all salaried employees:

    

Elements available to the Company’s NEOs, key managers and selected employees:

    

Elements available only to named executive officers:NEOs:

    

These compensation elements are described below:

    

While the other named executive officers received a salary increase ranging from approximately 3-5%5-10% during fiscal year 2015,2018, Mr. Dunston’sDunston's base salary for fiscal year 20152018 was increased by approximately 10%16%, from $410,000$605,000 to $450,000,$700,000, in recognition of his promotion to Chairman, President and Chief OperatingExecutive Officer and his expanded responsibilities in that new role. Mr. Culbreth’s base salary for fiscal year 2018 was increased by approximately 19%, from $335,500 to $400,000, to align more closely with the average base salary level for the CFO position in comparably sized companies.

Company performance falling between each performance level results in an interpolated percentage payout based upon a predetermined scale. No annual bonuses are paid if the Company’s performance is below the predetermined operating profitability threshold.

Company performance targets are set sufficiently high to require excellent performance. In the last ten years, the Company has not achieved superior performance one time, and achieved target performance twothree times. Annual performance goals for Company performance at the threshold, target and superior performance levels for fiscal year 2015,2018, as well as the actual operating income achieved, are presented in the table below. The actual annual operating income for the purpose of determining the annual bonus excludes $0.2 million in operating income from restructuring activities.

The Company’s actual performance for fiscal year 20152018 fell short of its targetedthe threshold operating income goal. This performance resulted in a Company performance percentage based upon the predetermined bonus scale of 53.8%0% of the maximum. Accordingly, Mr. Guichard earned an annual bonus during fiscal year 2015 of 80.7% (53.8% of 150%) of his year-end base salary, Mr. Dunston earned an annual bonus of 64.6% (53.8%0% (0% of 120%150%) of his year-end base salary, and Messrs. Culbreth, BoyerCampbell, and CampbellAdams each earned an annual bonus of 53.8% (53.8%0% (0% of 100%) of their respective year-end base salaries.

In line with recommendations from Pearl Meyer, the Company’s named executive officers are targeted to receive long-term incentive awards valued at approximately 150% of base salary for Mr. Guichard, 120% for Mr. Dunston and 100% for Messrs. Culbreth, BoyerCampbell and Campbell. The value of RSUAdams. All long-term incentive awards was approximately two-thirds of the total value of the long-term grants made to the named executive officers.

The Compensation Committee assessed the Company’s overall achievement of its Income Statementthe performance goals for fiscal year 2018 at the threshold level, meaning 25.5% of the fiscal year 2018 tranche of the performance-based RSUs will be eligible to vest subject to each NEO’s continued employment through such date.

Cultural-based RSUs may be approximately 52% and of its Balance Sheet and Cash Flow goals to be 91%. In addition to the Income Statement and Balance Sheet and Cash Flow goals, Company-wide performance was also assessedearned based upon a total of five organizational developmentfour cultural achievement goals (weighted 20% in total), including (i) employee turnover,retention, (ii) employee retention, (iii) compliance with training goals, (iv)(iii) succession planning, and (v)(iv) cultural development. The Compensation Committee assessed the Company’s achievements of these organizational goals at attainment of 84%.

The Company maintains a non-contributory, funded and tax-qualified defined benefit pension plan (the “Salaried Pension Plan”), which was frozen effective April 30, 2012. The Salaried Pension Plan covers many of the Company’s employees hired prior to April 30, 2012, including certain of the named executive officers, who are compensated on the basis of a salary and/or a commission, and who meet certain age and service requirements. Funding is determined on an actuarial basis. Benefits are based on 1.25% of a participant’s average cash compensation, including bonuses, for the five calendar years in the ten calendar years prior to the earlier of the participant’s retirement or the freeze date, that produce the highest average compensation, multiplied by the participant’s years of credited service through the earlier of retirement or the freeze date. The annual earnings taken into account in this formula may not exceed an IRS-prescribed limit applicable to tax-qualified plans. The Salaried Pension Plan is a continuation of a pension plan that was in effect for employees of the Company who were employed by the Company when it was owned by Boise Cascade Corporation prior to 1980.

Substantially all employees, including the named executive officers, also participate in the Company’s InvestmentRetirement Savings Stock Ownership Plan. This plan has a profit-sharing component and a 401(k) component. The Company makes profit-sharing contributions, whereby (for fiscal year 2015)2018) 5% of the Company’s net income is contributed and divided equally among employee 401(k) accounts.accounts in the form of Company stock. In addition, all employees may contribute up to 100% of their pay to 401(k) accounts on a pre-tax basis. For fiscal year 2015,2018, the Company provided matching contributions in Company stockcash equal to 100% of each employee's 401(k) contributions up to the first 4% of the employee's annual compensation. This is a tax-qualified plan and is subject to IRS compensation and other limitations. Company contributions to these plans to the named executive officers for fiscal year 20152018 are included in the All Other Compensation column in the Summary Compensation Table.

Because the Internal Revenue Code of 1986, as amended (the “Code”), limits the maximum annual benefit that may be accrued under and paid from a tax-qualified plan such as the Company’s Salaried Pension Plan, the Company established a non-tax qualified, non-contributory defined contribution plan (the “Pension Restoration Plan”, or “PRP”) to allow the Company to provide benefits that would restore the level of Company benefits provided to approximately the levels they would have attained had the Code limit not been established. For fiscal year 2015,2018, only Mr. Dunston participated in the PRP participants consisted of Messrs. Guichard, Dunston and Boyer.PRP. Each participant has an account under the PRP to which the Compensation Committee may, in its discretion, approve Company contributions. The obligation of the Company to make payments under the PRP is an unsecured promise and any property of the Company set aside for the payment of benefits remains subject to the claims of creditors in the unlikely event of the Company’s insolvency until such benefits are distributed to the Plan participants under the provisions of the PRP. There were no Company contributions to the PRP during fiscal year 20152018 for Messrs. Guichard, Dunston and Boyer.any of the NEOs. The Company will not make future contributions to the PRP while its pension plans are frozen.

All of the NEO’sNEOs are eligible to purchase the Company’s products at a discounted price.

The Company places a priority on enabling its employees to take advantage of preventive health care. To this end, the Company providesoffers subsidized medical benefits to substantially all of its employees, as well as the ability to take advantage of annual physical exams at low or no cost. Messrs. Guichard, Dunston, Culbreth, Boyer and CampbellThe NEOs are eligible to receive a more extensive annual medical examsexam from a nationally recognized medical clinic at no cost to them.

Each of the named executive officers hashave entered into an employment agreement with the Company that provides for severance benefits under certain termination scenarios, including termination in connection with a change in control. The Company believes these agreements are necessary in order to ensure the continuity of

In developing the parameters for these agreements, the Compensation Committee utilized an independent compensation consultant and an analysis of peer companies. The Compensation Committee established these agreements with a goal of providing terms that are representative of the competitive market for like positions. Mr. Guichard’sDunston's employment agreement includes a longer severance period and a greater bonus payment percentage due to the greater span of control, accountability and ability to impact the Company’s performance inherent in Mr. Guichard’sDunston's role as Chief Executive Officer.

The Company does not provide tax gross-ups to its named executive officers for any Section 280G taxes resulting from a change in control. In lieu of receiving a tax gross-up, any golden parachute payments to these named executive officers will be reduced until the excise tax no longer applies (unless the named executive officer would be in a better net after-tax position after paying the excise tax, in which case the payments would not be reduced, but the named executive officer still would not receive any gross-up).

Each NEOs employment agreement also contains restrictive covenants which specify confidentiality, non-solicitation, and non-competition with the Company in the event of termination. Further information regarding the terms and conditions of these agreements is found beginning on page 24,25, under the heading “Employment Agreements and Post-Employment Compensation Agreements”.Agreements.”

The Company is subject to Section 162(m) of the Code, which imposes a $1.0 million limit on the amount of compensation that may be deducted by the Company for a taxable year with respect to certain covered executive officers. For fiscal 2018 and prior tax years, the covered executives were the Chief Executive Officer and the next three most highly compensated officers of the Company (excluding the CFO). Performance-basedFor fiscal 2018 and prior tax years, performance-based compensation that meetsmet certain requirements iswas not subject to the deduction limit. TheHistorically, including for fiscal 2018, the Company’s intent generally ishas been to design and administer executive compensation programs in a manner that willwould preserve its flexibility and recognize a full range of performance criteria important to the Company’s success, even where the compensation paid under such programs maymight not be deductible under Section 162(m).

The following table sets forth for fiscal years 2015, 2014,2018, 2017, and 20132016 the compensation for the Company’s Chief Executive Officer, Chief Financial Officer and the Company’s threetwo other executive officers (each a “named executive officer” and collectively, the “named executive officers”). The Company did not have any other named executive officers during fiscal year 2015.2018.

The following table describes each component of the amounts listed for fiscal year 20152018 in the All Other Compensation column in the Summary Compensation Table.

The following table provides information about all equity and non-equity awards granted to the named executive officers in fiscal year 2015:2018: (1) the grant date, (2) the potential payout under the Annual Cash Bonus Incentive Plan, (3) the potential number of shares of the Company’s common stock that could be issued under performance-based RSUs granted in fiscal year 2015,2018, (4) the number of service-based RSUs granted in fiscal year 2015,2018, and (5) the number of shares underlying stock options awarded, (6) the exercise price of the stock option awards, which reflects the closing price of the Company’s stock on the date of grant, and (7) the grant date fair value of each equity award computed according to FASB ASC Topic 718.

The following table reports the present value of the accumulated plan benefit at April 30, 2015,2018, for the named executive officers under the Salaried Pension Plan based upon the assumptions described below in Note 1. No pension benefit payments were made to any of the named executive officers during fiscal year 2015.2018. Mr. Culbreth does not participate in the Salaried Pension Plan. See “Pension and Savings Plans” beginning on page 1618 for a discussion of pension and savings plan benefits.

The amounts reported in the table below represent the change in value in the accounts of the named executive officers under the Company’s non-tax qualified, non-contributory defined contribution supplemental Pension Restoration Plan (PRP) from May 1, 20142017 through April 30, 2015,2018, as well as their aggregate balances as of April 30, 2015.2018. The Company discontinued contributions to the PRP effective May 1, 2012. Messrs. Culbreth, Campbell and CampbellAdams do not participate in the PRP.